AGREEMENT AND PLAN OF MERGER Dated as of February 23, 2010 among BROOKFIELD ASSET MANAGEMENT INC., B ACQUISITION SUB INC. and CRYSTAL RIVER CAPITAL, INC.Merger Agreement • March 1st, 2010 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 23, 2010, among BROOKFIELD ASSET MANAGEMENT INC., an Ontario corporation (“Parent”), B ACQUISITION SUB INC., a newly-formed Maryland corporation (“Sub”) and an indirect, wholly-owned Subsidiary (as defined in Section 2.1(d)) of Parent, and CRYSTAL RIVER CAPITAL, INC., a Maryland corporation (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 1st, 2010 • Brookfield Asset Management Inc. • Operators of nonresidential buildings
The undersigned parties hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to the Common Stock of Crystal River Capital, Inc. is being filed jointly on behalf of each of them with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended. This agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Dated: February 26, 2010.
