CaliberCos Inc.

AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PERMIT STOCKHOLDERS TO TAKE ACTION BY LESS THAN UNANIMOUS WRITTEN CONSENT

The Board of Directors has adopted, and is submitting for stockholder approval, an amendment to the to the Certificate of Incorporation to permit stockholders to take action by less than unanimous written consent (the “Written Consent Proposal”). The Board of Directors unanimously adopted a resolution to amend Section 7.01 of the Certificate of Incorporation, subject to stockholder approval, to permit our stockholders to take action by written consent where we have obtained the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted, as permitted by Section 228(a) of the DGCL, which we refer to herein as the “Written Consent Amendment.”

If the proposed Written Consent Amendment is approved, our Certificate of Incorporation would be amended by deleting Section 7.01 in its entirety and replacing such section in its entirety with the following:

“Section 7.01 Stockholder Action by Written Consent. Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. Prompt notice of corporate action taken without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.”

A copy of the Written Consent Amendment that we would file with the Secretary of State of the State of Delaware if the proposed Written Consent Proposal is approved is set forth in Annex B hereto.

Section 228(a) of the DGCL provides in pertinent part that “any action required by this chapter to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.” Section 7.01 of the Certificate of Incorporation currently provides that “any action required or permitted to be taken by the stockholders at a duly called annual or special meeting of the stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents, setting forth the action so taken, shall be signed by all of the stockholders entitled to vote with respect to the action that is the subject of the consent.”

The Board of Directors believes that the proposed Written Consent Amendment would be in the best interests of the Company and our stockholders because it will allow us, in situations where we can obtain the requisite consent in writing, to take prompt action with respect to corporate opportunities that develop, without the delay and expense of convening a stockholder meeting for the purpose of approving the action. The Board of Directors believes that in such cases where stockholders representing the requisite number of votes necessary to authorize an action have already consented to a given action, the stockholder meeting becomes a formality that utilizes time and resources that are better spent on other corporate functions.

John C. Loeffler, II, our Chief Executive Officer (“Loeffler”), and Jennifer Schrader, our President (“Jennifer Schrader”), through ownership of all the Company’s outstanding shares of Class B Common Stock, control a majority of the voting power of our outstanding common stock. Together, Loeffler and Jennifer Schrader hold 370,822 shares of Class B common stock. Loeffler and Jennifer Shrader are entitled to ten (10) votes per share on each matter that is submitted to stockholders for approval, equaling a total of 3,708,220 votes. Jointly, Loeffler and Jennifer Schrader hold 54.3% of the voting power.

The proposed Written Consent Amendment will become effective, after stockholder approval, upon the filing of a certificate of amendment to our Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. However, even if stockholders approve the proposed Written Consent Amendment, our Board of Directors retains discretion under Delaware law not to implement the Written Consent Amendment. If our Board of Directors were to exercise such discretion, the Section 7.01 of the Certificate of Incorporation would remain unchanged.

Approval of the Written Consent Proposal requires the affirmative vote of the holders of at least 66 2/3% of the voting power of the shares of Common Stock and entitled to vote thereon. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Broker non-votes and abstentions will be counted as votes “against” the Written Consent Proposal and will be considered present for the purposes of determining the presence of a quorum.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO PERMIT STOCKHOLDERS TO TAKE ACTION BY LESS THAN UNANIMOUS WRITTEN CONSENT.