CaliberCos Inc.

APPROVAL OF POTENTIAL ISSUANCE OF SHARES OF OUR COMMON STOCK UNDER THE EQUITY PURCHASE AGREEMENT EFFECTIVE AS OF MARCH 20, 2025

The Company is seeking stockholder approval for the potential issuance of shares of the Company’s Class A Common Stock by the Company under applicable listing rules and regulations of Nasdaq.

On March 20, 2025, the Company entered into a Equity Purchase Agreement (the “Agreement”) with Mast Hill, L.P. (the “Investor”) effective as of March 20, 2025. The information set forth in this ELOC Share Issuance Proposal is qualified in its entirety by reference to the full text of the Equity Purchase Agreement attached as Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on March 26, 2025. Stockholders are urged to carefully read this document. Capitalized terms used herein but not otherwise defined have the meaning ascribed to them in the Agreement.

Pursuant to the Agreement, the Company has the right to issue and sell to the Investor, from time to time, up to $25 million worth of shares (the “Put Shares”) of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), subject to the terms and conditions specified in the Agreement. Under the Agreement, the Company may, at its discretion, issue and sell Put Shares to the Investor by delivering written notice (“Put Notice”). The Company may direct the Investor to purchase Put Shares (i) in a minimum amount not less than $5,000.00 and (ii) in a maximum amount up to the lesser of (a) $500,000.00 or (b) 40% of the Average Daily Trading Value (as defined in the Equity Purchase Agreement).

The number of Put Shares to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Class A Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the 4.99%. In addition, unless the Company obtains approval from its stockholders, it may not effect any sales of the Put Shares under the Agreement and the Investor will not have the obligation to purchase Put Shares under the Agreement to the extent that such issuance would exceed 1,568,811 (the “Exchange Cap”).

The Agreement will automatically terminate on the earlier of (i) the date on which the Investor shall have purchased Put Shares pursuant to the Agreement equal to the Maximum Commitment Amount, (ii) twenty-four (24) months after the date of the Agreement, (iii) written notice of termination by the Company to the Investor (which shall not occur during any Valuation Period or at any time that the Investor holds any of the Put Shares), (iv) the Registration Statement is no longer effective after the initial effective date of the Registration Statement, or (v) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors. The Company has the right to terminate the Agreement at any time by written notice to the Investor, except during any Valuation Period or at any time the Investor holds any of the Put Shares.

Neither the Agreement nor any rights of the Investor or the Company thereunder may be assigned by either party to any other Person.

No provision of the Agreement may be amended or waived by the Company or the Investor from and after the date that is one Trading Day immediately preceding the initial filing of the Registration Statement with the Securities and Exchange Commission. Subject to the immediately preceding sentence, (i) no provision of the Agreement may be amended other than by a written instrument signed by the Company and the Investor, (ii) no provision of the Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought.

The net proceeds received by the Company under the Agreement will depend on the frequency and prices at which the Company sells Shares to the Investor. The Company expects that any proceeds received from such sales to the Investors will be used for working capital and general corporate purposes.