EXCHANGE AGREEMENT (Unrestricted Stock)Exchange Agreement • February 27th, 2015 • Forest City Enterprises Inc • Operators of nonresidential buildings
___________________ (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Forest City Enterprises, Inc., an Ohio corporation (the “Company”) on February 27, 2015 whereby the Holders will exchange (the “Exchange”) the Company’s 4.25% convertible senior notes due 2018 (the “Notes”) for shares of the Company’s Class A common stock, par value $0.33⅓ per share (the “Common Stock”), and a cash payment.
