SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • March 31st, 2009 • Brookfield Homes Corp • General bldg contractors - residential bldgs • New York
Brookfield Homes Corporation, a Delaware corporation (the “Company”), is making an offer (the “Subscription Offer”) to issue to the holders of record of its outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), at 5:00 p.m., New York City time on April 3, 2009 (the “Record Date”), the right to subscribe for and purchase (each a “Right”) up to 10,000,000 shares of 8% Convertible Preferred Stock, Series A, of the Company, par value $0.01 per share (the “Series A Preferred Stock”), at a purchase price of $25.00 per share of Series A Preferred Stock (the “Subscription Price”), payable by cashier’s or certified check drawn upon a United States or Canadian bank, upon the terms and conditions set forth herein. The shares of Series A Preferred Stock will be convertible into shares of Common Stock at a conversion rate of 3.571428571 shares of Common Stock per share of Series A Preferred Stock, which is equivalent to a conversion price of $7.00 per share, subject to
