Form of Underwriting Agreement]Homex Development Corp. • June 23rd, 2004 • American depositary receipts • New York
Desarrolladora Homex, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the United Mexican States (“Mexico”) (the “Company”), proposes to sell to the several Underwriters, for whom the Representatives (as hereinafter defined) are acting as representatives, • Common Shares, no par value (“Common Shares”), of the Company, and Bermuda Trust Company Limited, as trustee of the ZN Mexico Trust (“ZN” or the “Selling Shareholder”) proposes to sell to the several Underwriters • Common Shares (the Common Shares to be issued and sold by the Company and the Common Shares to be sold by the Selling Shareholder collectively being hereinafter called the “Underwritten Shares”). The Company also proposes to grant to the Underwriters an option to purchase up to • additional Common Shares to cover over-allotments (the “Option Shares” and together with the Underwritten Shares, the “Shares”).
Form of Registration Rights Agreement]Registration Rights Agreement • June 23rd, 2004 • Homex Development Corp. • American depositary receipts • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June [•], 2004, among Desarrolladora Homex S.A. de C.V., a sociedad anónima de capital variable organized under the laws of Mexico (the “Company”), Banco Santander Mexicano, S.A., as trustee of Trust No. F/10289, for the benefit of the de Nicolás family, a trust organized under the laws of Mexico (the “De Nicolás Family Trust”), Bermuda Trust Company Limited, as trustee of ZN Mexico Trust, a trust organized under the laws of Bermuda (“ZN Mexico Trust”), and EIP Investment Holdings, LLC, a limited liability corporation organized under the laws of Delaware (“EIP”).
