0001193125-13-457007 Sample Contracts

Forestar Group Inc. 5,400,000 6.00% Tangible Equity Units Underwriting Agreement
Underwriting Agreement • November 27th, 2013 • Forestar Group Inc. • Real estate • New York

Forestar Group Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters, an aggregate of 5,400,000 6.00% tangible equity units (the “Firm Securities”) and, at the election of the Underwriters, up to 600,00 additional 6.00% tangible equity units (the “Optional Securities”) of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).

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PURCHASE CONTRACT AGREEMENT Dated as of November 27, 2013 Between FORESTAR GROUP INC. and U.S. BANK NATIONAL ASSOCIATION, as Purchase Contract Agent and as Trustee under the Indenture referred to herein
Purchase Contract Agreement • November 27th, 2013 • Forestar Group Inc. • Real estate • New York

PURCHASE CONTRACT AGREEMENT, dated as of November 27, 2013, between Forestar Group Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, acting as purchase contract agent and attorney-in-fact for the Holders (as defined herein) of Purchase Contracts (as defined herein) from time to time (the “Purchase Contract Agent”) and as Trustee (as defined herein).

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