Brookfield Homes Corp Watch

from 8-K 67 pages Agreement and Plan of Merger and Contribution

from 10-12B/A ~5 pages A. the Vendor Is, or Prior to the Closing Will Be, the Beneficial and Registered Owner of 80,000 Shares (The "Shares") of Preferred Stock, of Brookfield Homes Holdings Inc. (The "Company"). B. Pursuant to This Binding Agreement the Vendor Will Sell and Transfer to the Purchaser and the Purchaser Will Acquire the Shares. Now Therefore in Consideration of the Mutual Covenants and Agreements Contained in This Agreement and Other Good and Valuable Consideration (The Receipt and Sufficiency of Which Are Hereby Acknowledged), the Parties Hereto Agree as Follows: 1. Purchase and Sale

from 10-12B/A ~10 pages Brookfield Homes of California Inc., a Corporation Incorporated Under the Laws of California ("Bhoc") — And — Brookfield Washington Inc., a Corporation Incorporated Under the Laws of Maryland ("Bwi" and Collectively With Bhoc, the "Vendors") — And — Brookfield Homes Corporation, a Corporation Incorporated Under the Laws of Delaware (The "Purchaser") Recitals

from 10-12B/A ~10 pages B. the Vendors Wish to Sell and Transfer to the Purchaser and the Purchaser Wishes to Acquire the California Interests; and C. the Vendor and Its Affiliates Are Subject to Certain Obligations Under Loans and Other Bonds in Relation to the California Interests (The "Loan and Bond Obligations") Which Obligations the Purchaser Shall Assume as Set Forth Herein. Now Therefore in Consideration of the Mutual Covenants and Agreements Contained in This Agreement and Other Good and Valuable Consideration (The Receipt and Sufficiency of Which Are Hereby Acknowledged), the Parties Hereto Agree as Follows: 1. Purchase and Sale

from 10-12B/A ~10 pages This Purchase Agreement Is Made Effective as of the 30th Day of September, 2002, B E T W E E N: Brookfield Washington Inc., a Corporation Incorporated Under the Laws of Maryland (The "Vendor") — And — Brookfield Homes Holdings Inc., a Corporation Incorporated Under the Laws of California (The "Purchaser") Recitals: A. the Vendor Is the Beneficial and Registered Owner Of

from 10-12B/A ~5 pages A. the Vendor Is the Sole and Beneficial and Registered Owner of the Limited Liability Company Interests (The "Interests"), of Brookfield California Land Holdings LLC, a Delaware Limited Liability Corporation (The "Company") Representing All of the Issued and Outstanding Ownership Interests of the Company. B. the Vendor Wishes to Sell and Transfer to the Purchaser and the Purchaser Wishes to Acquire the Interests. Now Therefore in Consideration of the Mutual Covenants and Agreements Contained in This Agreement and Other Good and Valuable Consideration (The Receipt and Sufficiency of Which Are Hereby Acknowledged), the Parties Hereto Agree as Follows: 1. Purchase and Sale

from 10-12B/A ~5 pages A. the Vendor Is, or Prior to the Closing Will Be, the Beneficial and Registered Owner of 200,000 Shares (The "Shares") of Common Stock, Without Par Value, of Brookfield Homes Holdings Inc., a California Corporation (The "Company"), Representing All of the Issued and Outstanding Shares of Capital Common Stock of the Company; B. the Vendor Wishes to Sell and Transfer to the Purchaser and the Purchaser Wishes to Acquire the Shares; Now Therefore in Consideration of the Mutual Covenants and Agreements Contained in This Agreement and Other Good and Valuable Consideration (The Receipt and Sufficiency of Which Are Hereby Acknowledged), the Parties Hereto Agree as Follows: 1. Purchase and Sale

from 10-12B ~5 pages A. the Vendor Is, or Prior to the Closing Will Be, the Beneficial and Registered Owner of 80,000 Shares (The "Shares") of Preferred Stock, of Brookfield Homes Holdings Inc. (The "Company"). B. Pursuant to This Binding Agreement the Vendor Will Sell and Transfer to the Purchaser and the Purchaser Will Acquire the Shares. Now Therefore in Consideration of the Mutual Covenants and Agreements Contained in This Agreement and Other Good and Valuable Consideration (The Receipt and Sufficiency of Which Are Hereby Acknowledged), the Parties Hereto Agree as Follows: 1. Purchase and Sale

from 10-12B ~10 pages Brookfield Homes of California Inc., a Corporation Incorporated Under the Laws of California ("Bhoc") — And — Brookfield Washington Inc., a Corporation Incorporated Under the Laws of Maryland ("Bwi" and Collectively With Bhoc, the "Vendors") — And — Brookfield Homes Corporation, a Corporation Incorporated Under the Laws of Delaware (The "Purchaser") Recitals

from 10-12B ~10 pages B. the Vendors Wish to Sell and Transfer to the Purchaser and the Purchaser Wishes to Acquire the California Interests; and C. the Vendor and Its Affiliates Are Subject to Certain Obligations Under Loans and Other Bonds in Relation to the California Interests (The "Loan and Bond Obligations") Which Obligations the Purchaser Shall Assume as Set Forth Herein. Now Therefore in Consideration of the Mutual Covenants and Agreements Contained in This Agreement and Other Good and Valuable Consideration (The Receipt and Sufficiency of Which Are Hereby Acknowledged), the Parties Hereto Agree as Follows: 1. Purchase and Sale

from 10-12B ~10 pages This Purchase Agreement Is Made Effective as of the 30th Day of September, 2002, B E T W E E N: Brookfield Washington Inc., a Corporation Incorporated Under the Laws of Maryland (The "Vendor") — And — Brookfield Homes Holdings Inc., a Corporation Incorporated Under the Laws of California (The "Purchaser") Recitals: A. the Vendor Is the Beneficial and Registered Owner Of

from 10-12B ~5 pages A. the Vendor Is the Sole and Beneficial and Registered Owner of the Limited Liability Company Interests (The "Interests"), of Brookfield California Land Holdings LLC, a Delaware Limited Liability Corporation (The "Company") Representing All of the Issued and Outstanding Ownership Interests of the Company. B. the Vendor Wishes to Sell and Transfer to the Purchaser and the Purchaser Wishes to Acquire the Interests. Now Therefore in Consideration of the Mutual Covenants and Agreements Contained in This Agreement and Other Good and Valuable Consideration (The Receipt and Sufficiency of Which Are Hereby Acknowledged), the Parties Hereto Agree as Follows: 1. Purchase and Sale

from 10-12B ~5 pages A. the Vendor Is, or Prior to the Closing Will Be, the Beneficial and Registered Owner of 200,000 Shares (The "Shares") of Common Stock, Without Par Value, of Brookfield Homes Holdings Inc., a California Corporation (The "Company"), Representing All of the Issued and Outstanding Shares of Capital Common Stock of the Company; B. the Vendor Wishes to Sell and Transfer to the Purchaser and the Purchaser Wishes to Acquire the Shares; Now Therefore in Consideration of the Mutual Covenants and Agreements Contained in This Agreement and Other Good and Valuable Consideration (The Receipt and Sufficiency of Which Are Hereby Acknowledged), the Parties Hereto Agree as Follows: 1. Purchase and Sale