Brookfield Residential Properties Inc. 8,000,000 Shares Plus an option to purchase from the Company, up to 1,200,000 additional Shares to cover over- allotments Common Stock (No par value) Underwriting AgreementBrookfield Residential Properties Inc. • November 15th, 2012 • General bldg contractors - residential bldgs • New York
Brookfield Residential Properties Inc., a corporation organized under the laws of Ontario (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, no par value (“Common Stock”), of the Company set forth in Schedule I hereto (the “Securities”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriter
