Dream Finders Homes, Inc., a Texas corporation ("Dream Finders"), is currently planning to offer to exchange, in a private offering, exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Beazer Notes for a corresponding series of newly-issued notes of Dream Finders (the "2031 Dream Finders Notes" and the "2032 Dream Finders Notes," respectively and collectively, the "Dream Finders Notes") having the same interest payment and maturity dates and interest rate and redemption provisions as the applicable Beazer Notes (the "Exchange Offer").
If you are a beneficial owner (or person who is considering becoming a beneficial owner) of the Beazer Notes that is an Eligible Holder (as described below), or an authorized representative acting on behalf of such Eligible Holder (or on behalf of a person who is considering becoming a beneficial owner), please complete the last two pages of this document which comprise the Eligibility Certification and return it to D.F. King & Co., Inc. at the address set forth in the Eligibility Certification. If you are a beneficial owner (or person who is considering becoming a beneficial owner) of the Beazer Notes that is not an Eligible Holder, Dream Finders requests that you take no action at this time.
In addition to the Eligibility Certification, if you are a beneficial owner (or a person who intends to become a beneficial owner prior to the expiration date of our proposal) of the Beazer Notes located in or a resident of Canada, you are required to also complete and sign the Canadian Certification Form attached as Annex B hereto and return it to D.F. King & Co., Inc. at the address set forth in the Canadian Certification Form.
An "Eligible Holder" is a beneficial owner (or person who is considering becoming a beneficial owner) that duly certifies that it is either:
The definitions of "qualified institutional buyer", "United States" and "U.S. person" are set forth in Annex A hereto.
RESPONSES MUST BE RECEIVED NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 20, 2026.
NEITHER THIS LETTER NOR THE ELIGIBILITY CERTIFICATION IS AN OFFER NOR A SOLICITATION OF AN OFFER WITH RESPECT TO THE BEAZER NOTES OR THE DREAM FINDERS NOTES, NOR CREATES ANY OBLIGATIONS WHATSOEVER ON THE PART OF DREAM FINDERS OR ANY OTHER PERSON TO MAKE ANY OFFER TO THE RECIPIENT HEREOF TO PARTICIPATE IF AN OFFER IS MADE. IF AND WHEN ISSUED, THE DREAM FINDERS NOTES THAT DREAM FINDERS PROPOSES TO OFFER PURSUANT TO THE EXCHANGE OFFER WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS, OR THE SECURITIES LAWS OF CANADA OR ANY OTHER JURISDICTION. ANY SUCH SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE BENEFIT OF ANY U.S. PERSONS ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS.
Please submit your Eligibility Certification as soon as possible in order to allow sufficient time for you to review and submit the relevant paperwork to participate in the transactions with respect to the Beazer Notes. COMPLETED FORMS MUST BE EITHER (1) DELIVERED VIA MAIL TO D.F. KING & CO., INC., THE INFORMATION AGENT, AT THE ADDRESS SET FORTH IN THE ELIGIBILITY CERTIFICATION OR SUBMITTED ONLINE. You may direct any questions about the eligibility process to D.F. King & Co., Inc., at 28 Liberty Street, New York, New York 10005, telephone: +1 (646) 698-8770 (banks and brokers), or telephone: +1 (866) 796-6867 (toll free), email address: dfh@dfking.com
Very truly yours, DREAM FINDERS HOMES, INC.
