Common use of WAIVER OF JURY BY TRIAL Clause in Contracts

WAIVER OF JURY BY TRIAL. The Operating Partnership hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Operating Partnership a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Operating Partnership in accordance with its terms. Very truly yours, BRIXMOR OPERATING PARTNERSHIP LP By: Brixmor OP GP LLC, its general partner By: BPG Subsidiary Inc., its sole member By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Executive Vice President [Underwriting Agreement Signature Page] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Investment Banking For themselves and as Representatives of the Underwriters named in Exhibit A hereto. [Signature page to BRX OP Underwriting Agreement] XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director For themselves and as Representatives of the Underwriters named in Exhibit A hereto. [Signature page to BRX OP Underwriting Agreement] EXHIBIT A Name of Underwriter Principal Amount of Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 86,250,000 Xxxxx Fargo Securities, LLC $ 86,250,000 BMO Capital Markets Corp $ 50,000,000 Xxxxxxxxx LLC $ 50,000,000 U.S. Bancorp Investments, Inc. $ 50,000,000 Barclays Capital Inc $ 25,000,000 Mizuho Securities USA LLC $ 25,000,000 RBC Capital Markets, LLC $ 25,000,000 Scotia Capital (USA) Inc. $ 25,000,000 Regions Securities LLC $ 20,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 20,000,000 BB&T Capital Markets, a division of BB&T Securities, LLC $ 12,500,000 BNY Mellon Capital Markets, LLC $ 12,500,000 TD Securities (USA) LLC $ 12,500,000 Total $ 500,000,000 A-1 EXHIBIT B FORM OF PRICING TERM SHEET Filed Pursuant to Rule 433 Free Writing Prospectus Registration No. 333-201464-01 May 31, 2017 BRIXMOR OPERATING PARTNERSHIP LP Pricing Term Sheet $500,000,000 3.650% Senior Notes due 2024 This pricing term sheet supplements, and should be read in conjunction with, the preliminary prospectus supplement dated May 31, 2017 (the “Preliminary Prospectus Supplement”) of Brixmor Operating Partnership LP (“we,” “our,” or “us”) and accompanying prospectus dated January 13, 2015 and the documents incorporated and deemed to be incorporated by reference therein. Issuer: Brixmor Operating Partnership LP Expected Ratings: (Xxxxx’x / S&P / Fitch)*: Baa3 (stable) / BBB- (stable) / BBB- (stable) Security Type: Senior Unsecured Notes Pricing Date: May 31, 2017 Settlement Date: June 5, 2017 (T+3) Maturity Date: June 15, 2024 Interest Payment Dates: June 15 and December 15 of each year, beginning on December 15, 2017 Principal Amount: $500,000,000 Public Offering Price: 99.576% of the principal amount Net Proceeds to the Issuer, Before Expenses: $494,755,000 Benchmark: 2.000% due May 31, 2024 Benchmark Price / Yield: 99-28 / 2.019% Spread to Benchmark: + 170 basis points Yield to Maturity: 3.719% Coupon: 3.650% Optional Redemption: Make-whole call at T + 30 basis points Par Call: On or after April 15, 2024 (two months prior to the maturity date) CUSIP / ISIN: 11120V AF0 / US11120VAF04 Joint Book-Running Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx IncorporatedWells Fargo Securities, LLCBMO Capital Markets Corp.Jefferies LLCU.S. Bancorp Investments, Xxx.Xxxxxxxx Capital Inc.Mizuho Securities USA LLCRBC Capital Markets, LLCScotia Capital (USA) Inc. Senior Co-Managers: Regions Securities LLCSunTrust Xxxxxxxx Xxxxxxxx, Inc. Co-Managers: BB&T Capital Markets, a division of BB&T Securities, LLCBNY Mellon Capital Markets, LLCTD Securities (USA) LLC *Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Brixmor Operating Partnership LP has filed a registration statement (including a preliminary prospectus supplement and a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any other documents the issuer or Brixmor Property Group Inc. has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (XXXXX) on the SEC web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by contacting by contacting Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, by mail at Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Attention: Prospectus Department, NC1-004-03-43, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx xxxxx, Xxxxxxxxx, XX 00000-0000, by calling (000) 000-0000 or by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx; or by contacting Xxxxx Fargo Securities, LLC, 000 0xx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: WFS Customer Service, by telephone at 0-000-000-0000 or by email at xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx EXHIBIT C ISSUER GENERAL USE FREE WRITING PROSPECTUSES

WAIVER OF JURY BY TRIAL. The Operating Partnership hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Operating Partnership a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Operating Partnership in accordance with its terms. Very truly yours, BRIXMOR OPERATING PARTNERSHIP LP By: Brixmor OP GP LLC, its general partner By: BPG Subsidiary Inc., its sole member By: _/s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Executive Vice President [Underwriting Agreement Signature PageAgreement] CONFIRMED AND ACCEPTED, as of the date first above written: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President For themselves and as Representatives of the Underwriters named in Exhibit A hereto. [Underwriting Agreement] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Investment Banking For themselves and as Representatives of the Underwriters named in Exhibit A hereto. [Signature page to BRX OP Underwriting Agreement] XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Xxx Name: Xxxxxxx Xxxxxx Xxx Title: Managing Director For themselves and as Representatives of the Underwriters named in Exhibit A hereto. [Signature page to BRX OP Underwriting Agreement] EXHIBIT A Name of Underwriter Principal Amount of Securities Citigroup Global Markets Inc. $ 114,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 86,250,000 114,000,000 Xxxxx Fargo Securities, LLC $ 86,250,000 BMO Capital Markets Corp $ 50,000,000 114,000,000 Xxxxxxxxx LLC $ 50,000,000 39,000,000 X.X. Xxxxxx Securities LLC $ 39,000,000 RBC Capital Markets, LLC $ 39,000,000 Barclays Capital Inc. $ 18,000,000 Mitsubishi UFJ Securities (USA), Inc. $ 18,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 18,000,000 U.S. Bancorp Investments, Inc. $ 50,000,000 Barclays Capital Inc $ 25,000,000 Mizuho Securities USA LLC $ 25,000,000 RBC Capital Markets, LLC $ 25,000,000 Scotia Capital (USA) Inc. $ 25,000,000 Regions Securities LLC $ 20,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 20,000,000 18,000,000 BB&T Capital Markets, a division of BB&T Securities, LLC $ 12,500,000 11,520,000 BMO Capital Markets Corp. $ 11,520,000 BNY Mellon Capital Markets, LLC $ 12,500,000 TD 11,520,000 Mizuho Securities USA Inc. $ 11,520,000 Regions Securities LLC $ 11,520,000 Scotia Capital (USA) LLC Inc. $ 12,500,000 11,400,000 Total $ 500,000,000 600,000,000 A-1 EXHIBIT B FORM OF PRICING TERM SHEET Filed Pursuant to Rule 433 Free Writing Prospectus Registration No. 333-201464-01 May 31June 2, 2017 2016 BRIXMOR OPERATING PARTNERSHIP LP Pricing Term Sheet $500,000,000 3.650600,000,000 4.125% Senior Notes due 2024 2026 This pricing term sheet supplements, and should be read in conjunction with, the preliminary prospectus supplement dated May 31June 2, 2017 2016 (the “Preliminary Prospectus Supplement”) of Brixmor Operating Partnership LP (“we,” “our,” or “us”) and accompanying prospectus dated January 13, 2015 and the documents incorporated and deemed to be incorporated by reference therein. Issuer: Brixmor Operating Partnership LP Expected Ratings: (Xxxxx’x / S&P / Fitch)*: Baa3 (stable) [Xxxxx’x] / BBB- (stable) [S&P] / BBB- (stable) [Fitch] Security Type: Senior Unsecured Notes Pricing Date: May 31June 2, 2017 2016 Settlement Date: June 513, 2017 2016 (T+3T+7) Maturity Date: June 15[ ] [ ], 2024 2026 Interest Payment Dates: June 15 and December 15 of each year, beginning on December 15, 2017 2016 Principal Amount: $500,000,000 [ ] Public Offering Price: 99.576[ ]% of the principal amount Net Proceeds to the Issuer, Before Expenses: $494,755,000 Benchmark: 2.000[ ]% due May 31, 2024 [ ] Benchmark Price / Yield: 99-28 [ ] / 2.019[ ]% Spread to Benchmark: + 170 [ ] basis points Yield to Maturity: 3.719[ ]% Coupon: 3.650[ ]% Optional Redemption: Make-whole call at T + 30 [ ] basis points Par Call: On or after April 15, 2024 (two months prior to the maturity date) CUSIP / ISIN: 11120V AF0 AC7 / US11120VAF04 US11120VAC72 Joint Book-Running Managers: Citigroup Global Markets Inc.Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx IncorporatedWells Incorporated Xxxxx Fargo Securities, LLCBMO LLCJefferies LLCJ.X. Xxxxxx Securities LLCRBC Capital Markets Corp.Jefferies LLCU.S. Markets, LLC Co-Managers: Barclays Capital Xxx.Xxxxxxxxxx UFJ Securities (USA), Inc.SunTrust Xxxxxxxx Xxxxxxxx, Inc.U.S. Bancorp Investments, Xxx.Xxxxxxxx Capital Inc.Mizuho Securities USA LLCRBC Capital Markets, LLCScotia Capital (USA) Inc. Senior Co-Managers: Regions Securities LLCSunTrust Xxxxxxxx Xxxxxxxx, Inc. Co-Managers: BB&T XX&T Capital Markets, a division of BB&T Securities, LLCBNY LLCBMO Capital Markets Corp.BNY Mellon Capital Markets, LLCTD LLCMizuho Securities USA Inc.Regions Securities LLCScotia Capital (USA) LLC Inc. _______________________ *Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Brixmor Operating Partnership LP has filed a registration statement (including a preliminary prospectus supplement and a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any other documents the issuer or Brixmor Property Group Inc. has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (XXXXX) on the SEC web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by contacting Citigroup Global Markets Inc. by mail at c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, by calling (000) 000-0000 or by emailing xxxxxxxxxx@xxxx.xxx; by contacting Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, by mail at Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Attention: Prospectus Department, NC1-004-03-43, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx xxxxx, Xxxxxxxxx, XX 00000-0000, by calling (000) 000-0000 or by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx; or by contacting Xxxxx Fargo Securities, LLC, 000 0xx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: WFS Customer Service, by telephone at 0-000-000-0000 or by email at xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx. EXHIBIT C ISSUER GENERAL USE FREE WRITING PROSPECTUSES

WAIVER OF JURY BY TRIAL. The Operating Partnership hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Operating Partnership a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Operating Partnership in accordance with its terms. Very truly yours, BRIXMOR OPERATING PARTNERSHIP LP By: Brixmor OP GP LLC, its general partner By: BPG Subsidiary Inc., its sole member By: /s/ _/s/Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Executive Vice President [Underwriting Agreement Signature Page] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Citigroup Global Markets Inc. By: /s/ /s/Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President For themselves and as Representatives of the Underwriters named in Exhibit A hereto. CONFIRMED AND ACCEPTED, as of the date first above written: X.X. Xxxxxx Securities LLC By: /s/Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director For themselves and as Representatives of the Underwriters named in Exhibit A hereto. CONFIRMED AND ACCEPTED, as of the date first above written: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Investment Banking For themselves and as Representatives of the Underwriters named in Exhibit A hereto. [Signature page to BRX OP Underwriting Agreement] XXXXX FARGO SECURITIESCONFIRMED AND ACCEPTED, LLC as of the date first above written: U.S. Bancorp Investments, Inc. By: /s/ /s/Xxxxxxx Xxxxxx X. Xxxxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxxxxxx Title: Director Senior Vice President For themselves and as Representatives of the Underwriters named in Exhibit A hereto. [Signature page to BRX OP Underwriting Agreement] EXHIBIT A Name of Underwriter Principal Amount of Securities Citigroup Global Markets Inc. $ 67,000,000 X.X. Xxxxxx Securities LLC $ 67,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 86,250,000 Xxxxx Fargo Securities, LLC $ 86,250,000 BMO Capital Markets Corp $ 50,000,000 Xxxxxxxxx LLC $ 50,000,000 67,000,000 U.S. Bancorp Investments, Inc. $ 50,000,000 Barclays 67,000,000 BMO Capital Inc Markets Corp. $ 25,000,000 22,000,000 Mizuho Securities USA LLC Inc. $ 25,000,000 22,000,000 RBC Capital Markets, LLC $ 25,000,000 22,000,000 Scotia Capital (USA) Inc. $ 25,000,000 22,000,000 Regions Securities LLC $ 20,000,000 13,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 20,000,000 13,000,000 BB&T Capital Markets, a division of BB&T Securities, LLC $ 12,500,000 6,000,000 BNY Mellon Capital Markets, LLC $ 12,500,000 6,000,000 TD Securities (USA) LLC $ 12,500,000 6,000,000 Total $ 500,000,000 A-1 400,000,000 EXHIBIT B FORM OF PRICING TERM SHEET Filed Pursuant to Rule 433 Free Writing Prospectus Registration No. 333-201464-01 May 31March 1, 2017 BRIXMOR OPERATING PARTNERSHIP LP Pricing Term Sheet $500,000,000 3.650400,000,000 3.900% Senior Notes due 2024 2027 This pricing term sheet supplements, and should be read in conjunction with, the preliminary prospectus supplement dated May 31March 1, 2017 (the “Preliminary Prospectus Supplement”) of Brixmor Operating Partnership LP (“we,” “our,” or “us”) and accompanying prospectus dated January 13, 2015 and the documents incorporated and deemed to be incorporated by reference therein. Issuer: Brixmor Operating Partnership LP Expected Ratings: (Xxxxx’x / S&P / Fitch)*: Baa3 (stable) / BBB- (stable) / BBB- (stable) *** Security Type: Senior Unsecured Notes Pricing Date: May 31Xxxxx 0, 2017 Settlement 0000 Xxxxxxxxxx Date: June 5March 8, 2017 (T+3T+5) Maturity Date: June March 15, 2024 2027 Interest Payment Dates: June March 15 and December September 15 of each year, beginning on December September 15, 2017 Principal Amount: $500,000,000 400,000,000 Public Offering Price: 99.57699.009% of the principal amount Net Proceeds to the Issuer, Before Expenses: $494,755,000 393,436,000 Benchmark: 2.0002.250% due May 31February 15, 2024 2027 Benchmark Price / Yield: 9998-28 02 / 2.0192.471% Spread to Benchmark: + 170 155 basis points Yield to Maturity: 3.7194.021% Coupon: 3.6503.900% Optional Redemption: Make-whole call at T + 30 25 basis points Par Call: On or after April December 15, 2024 2026 (two three months prior to the maturity date) CUSIP / ISIN: 11120V AF0 AE3 / US11120VAF04 US11120VAE39 Joint Book-Running Managers: Xxxxxxx Citigroup Global Markets Inc.X.X. Xxxxxx Securities LLCMerrill Lynch, Pierce, Xxxxxx & Xxxxx IncorporatedWells Fargo SecuritiesIncorporatedU.S. Bancorp Investments, LLCBMO Inc.BMO Capital Markets Corp.Jefferies LLCU.S. Bancorp Investments, Xxx.Xxxxxxxx Capital Inc.Mizuho Securities USA LLCRBC Inc.RBC Capital Markets, LLCScotia Capital (USA) Inc. Senior Co-Managers: Regions Securities LLCSunTrust Xxxxxxxx Xxxxxxxx, Inc. Co-Managers: BB&T Xxx.XX&T Capital Markets, a division of BB&T Securities, LLCBNY Mellon Capital Markets, LLCTD Securities (USA) LLC *Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Brixmor Operating Partnership LP has filed a registration statement (including a preliminary prospectus supplement and a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any other documents the issuer or Brixmor Property Group Inc. has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (XXXXX) on the SEC web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by contacting Citigroup Global Markets Inc. by calling (000) 000-0000; or by contacting X.X. Xxxxxx Securities LLC by calling collect (000) 000-0000; or by contacting Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, by mail at Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Attention: Prospectus Department, NC1-004-03-43, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx xxxxx, Xxxxxxxxx, XX 00000-0000, Incorporated by calling (000) 000-0000 or by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx0000; or by contacting Xxxxx Fargo SecuritiesU.S. Bancorp Investments, LLC, 000 0xx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: WFS Customer Service, Inc. by telephone at 0-calling (000) 000-000-0000 or by email at xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx 0000. EXHIBIT C ISSUER GENERAL USE FREE WRITING PROSPECTUSES

WAIVER OF JURY BY TRIAL. The Operating Partnership hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Operating Partnership a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Operating Partnership in accordance with its terms. Very truly yours, BRIXMOR OPERATING PARTNERSHIP Brixmor Operating Partnership LP By: Brixmor OP GP LLC, its general partner By: BPG Subsidiary Inc., its sole member By: /s/ /s/Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President [Underwriting Agreement Signature Page] President, General Counsel & Secretary 34 CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx /s/Xxxx Xxxxxxxxx Authorized Signatory X.X. XXXXXX SECURITIES LLC By: /s/Xxxxxxx X. Xxxxxxx Authorized Signatory XXXXX FARGO SECURITIES, LLC By: /s/Xxxxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Investment Banking Authorized Signatory For themselves and as Representatives Representative of the Underwriters named in Exhibit A hereto. [Signature page to BRX OP Underwriting Agreement] XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director For themselves and as Representatives of the Underwriters named in Exhibit A hereto. [Signature page to BRX OP Underwriting Agreement] EXHIBIT A Name of Underwriter Principal Amount of Securities Citigroup Global Markets Inc. $ 133,000,000 X.X. Xxxxxx Securities LLC $ 133,000,000 Xxxxx Fargo Securities, LLC $ 133,000,000 Barclays Capital Inc. $ 45,500,000 Deutsche Bank Securities Inc. $ 45,500,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 86,250,000 Xxxxx Fargo Securities, LLC $ 86,250,000 BMO Capital Markets Corp $ 50,000,000 Xxxxxxxxx LLC $ 50,000,000 U.S. Bancorp Investments, Inc. $ 50,000,000 Barclays Capital Inc $ 25,000,000 Mizuho Securities USA LLC $ 25,000,000 45,500,000 RBC Capital Markets, LLC $ 25,000,000 Scotia Capital 45,500,000 Mitsubishi UFJ Securities (USA) Inc. ), Inc... $ 25,000,000 Regions Securities LLC 20,300,000 U.S. Bancorp Investments, Inc.. $ 20,000,000 20,300,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 20,000,000 BB&T Capital Markets, a division of BB&T Securities, LLC $ 12,500,000 20,300,000 BNY Mellon Capital Markets, LLC. $ 12,250,000 PNC Capital Markets LLC $ 12,500,000 12,250,000 Regions Securities LLC. $ 12,250,000 TD Securities (USA) LLC $ 12,500,000 12,250,000 Evercore Group L.L.C. $ 4,550,000 Sandler X'Xxxxx & Partners, L.P. $ 4,550,000 Total $ 500,000,000 A-1 EXHIBIT B FORM OF PRICING TERM SHEET Filed Pursuant to Rule 433 Free Writing Prospectus Registration No. 333-201464-01 May 31, 2017 BRIXMOR OPERATING PARTNERSHIP LP Pricing Term Sheet $500,000,000 3.650% Senior Notes due 2024 This pricing term sheet supplements, and should be read in conjunction with, the preliminary prospectus supplement dated May 31, 2017 (the “Preliminary Prospectus Supplement”) of Brixmor Operating Partnership LP (“we,” “our,” or “us”) and accompanying prospectus dated January 13, 2015 and the documents incorporated and deemed to be incorporated by reference therein. Issuer: Brixmor Operating Partnership LP Expected Ratings: (Xxxxx’x / S&P / Fitch)*: Baa3 (stable) / BBB- (stable) / BBB- (stable) Security Type: Senior Unsecured Notes Pricing Date: May 31, 2017 Settlement Date: June 5, 2017 (T+3) Maturity Date: June 15, 2024 Interest Payment Dates: June 15 and December 15 of each year, beginning on December 15, 2017 Principal Amount: $500,000,000 Public Offering Price: 99.576% of the principal amount Net Proceeds to the Issuer, Before Expenses: $494,755,000 Benchmark: 2.000% due May 31, 2024 Benchmark Price / Yield: 99-28 / 2.019% Spread to Benchmark: + 170 basis points Yield to Maturity: 3.719% Coupon: 3.650% Optional Redemption: Make-whole call at T + 30 basis points Par Call: On or after April 15, 2024 (two months prior to the maturity date) CUSIP / ISIN: 11120V AF0 / US11120VAF04 Joint Book-Running Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx IncorporatedWells Fargo Securities, LLCBMO Capital Markets Corp.Jefferies LLCU.S. Bancorp Investments, Xxx.Xxxxxxxx Capital Inc.Mizuho Securities USA LLCRBC Capital Markets, LLCScotia Capital (USA) Inc. Senior Co-Managers: Regions Securities LLCSunTrust Xxxxxxxx Xxxxxxxx, Inc. Co-Managers: BB&T Capital Markets, a division of BB&T Securities, LLCBNY Mellon Capital Markets, LLCTD Securities (USA) LLC *Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Brixmor Operating Partnership LP has filed a registration statement (including a preliminary prospectus supplement and a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any other documents the issuer or Brixmor Property Group Inc. has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (XXXXX) on the SEC web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by contacting by contacting Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, by mail at Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Attention: Prospectus Department, NC1-004-03-43, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx xxxxx, Xxxxxxxxx, XX 00000-0000, by calling (000) 000-0000 or by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx; or by contacting Xxxxx Fargo Securities, LLC, 000 0xx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: WFS Customer Service, by telephone at 0-000-000-0000 or by email at xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx EXHIBIT C ISSUER GENERAL USE FREE WRITING PROSPECTUSES700,000,000

WAIVER OF JURY BY TRIAL. The Operating Partnership hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Operating Partnership a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Operating Partnership in accordance with its terms. Very truly yours, BRIXMOR OPERATING PARTNERSHIP LP By: Brixmor OP GP LLC, its general partner By: BPG Subsidiary Inc., its sole member By: /s/ _/s/Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Executive Vice President [Underwriting Agreement Signature PageAgreement] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, X.X. XXXXXX & XXXXX INCORPORATED SECURITIES LLC By: /s/ Xxxxx Xxxxxx /s/Som Xxxxxxxxxxxxx Name: Xxxxx Xxxxxx Som Xxxxxxxxxxxxx Title: Managing Director Investment Banking Vice President For themselves and as Representatives of the Underwriters named in Exhibit A hereto. [Signature page to BRX OP Underwriting Agreement] XXXXX FARGO SECURITIESCONFIRMED AND ACCEPTED, LLC as of the date first above written: BARCLAYS CAPITAL INC. By: /s/ /s/Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: Director For themselves and as Representatives of the Underwriters named in Exhibit A hereto. [Signature page to BRX OP Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXXXX LLC By: /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director For themselves and as Representatives of the Underwriters named in Exhibit A hereto. [Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXX FARGO SECURITIES, LLC By: /s/Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director For themselves and as Representatives of the Underwriters named in Exhibit A hereto. [Underwriting Agreement] EXHIBIT A Name of Underwriter Principal Amount of Securities Xxxxxxx Lynch, Pierce, X.X. Xxxxxx & Xxxxx Incorporated Securities LLC $ 86,250,000 80,625,000 Barclays Capital Inc. $ 80,625,000 Xxxxxxxxx LLC $ 80,625,000 Xxxxx Fargo Securities, LLC $ 86,250,000 80,625,000 BMO Capital Markets Corp $ 50,000,000 Xxxxxxxxx LLC $ 50,000,000 U.S. Bancorp Investments, Inc. $ 50,000,000 Barclays Capital Inc Corp. $ 25,000,000 Mizuho Securities USA LLC Inc. $ 25,000,000 RBC Capital Markets, LLC $ 25,000,000 Scotia Capital (USA) Inc. $ 25,000,000 U.S. Bancorp Investments, Inc. $ 25,000,000 Regions Securities LLC $ 20,000,000 15,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 20,000,000 15,000,000 BB&T Capital Markets, a division of BB&T Securities, LLC $ 12,500,000 7,500,000 BNY Mellon Capital Markets, LLC $ 12,500,000 7,500,000 TD Securities (USA) LLC $ 12,500,000 7,500,000 Total $ 500,000,000 A-1 EXHIBIT B FORM OF PRICING TERM SHEET Filed Pursuant to Rule 433 Free Writing Prospectus Registration No. 333-201464-01 May 31August 15, 2017 2016 BRIXMOR OPERATING PARTNERSHIP LP Pricing Term Sheet $500,000,000 3.6503.250% Senior Notes due 2024 2023 This pricing term sheet supplements, and should be read in conjunction with, the preliminary prospectus supplement dated May 31August 15, 2017 2016 (the “Preliminary Prospectus Supplement”) of Brixmor Operating Partnership LP (“we,” “our,” or “us”) and accompanying prospectus dated January 13, 2015 and the documents incorporated and deemed to be incorporated by reference therein. Issuer: Brixmor Operating Partnership LP Expected Ratings: (Xxxxx’x / S&P / Fitch)*: Baa3 (stable) *** / BBB- (stable) *** / BBB- (stable) *** Security Type: Senior Unsecured Notes Pricing Date: May 31August 15, 2017 2016 Settlement Date: June 5August 24, 2017 2016 (T+3T+7) Maturity Date: June September 15, 2024 2023 Interest Payment Dates: June September 15 and December March 15 of each year, beginning on December March 15, 2017 Principal Amount: $500,000,000 Public Offering Price: 99.57699.736% of the principal amount Net Proceeds to the Issuer, Before Expenses: $494,755,000 Benchmark: 2.0001.250% due May July 31, 2024 2023 Benchmark Price / Yield: 99-28 02 / 2.0191.392% Spread to Benchmark: + 170 190 basis points Yield to Maturity: 3.7193.292% Coupon: 3.6503.250% Optional Redemption: Make-whole call at T + 30 basis points Par Call: On or after April July 15, 2024 2023 (two 2 months prior to the maturity date) CUSIP / ISIN: 11120V AF0 00000XXX0 / US11120VAF04 US11120VAD55 Joint Book-Running Managers: Xxxxxxx Lynch, Pierce, X.X. Xxxxxx & Xxxxx IncorporatedWells Securities LLCBarclays Capital Inc.Jefferies LLCWells Fargo Securities, LLCBMO Capital Markets Corp.Jefferies LLCU.S. Bancorp Investments, Xxx.Xxxxxxxx Capital Inc.Mizuho Securities USA LLCRBC Inc.RBC Capital Markets, LLCScotia Capital (USA) Xxx.XX Bancorp Investments, Inc. Senior Co-Managers: Regions Securities LLCSunTrust Xxxxxxxx Xxxxxxxx, Inc. Co-Managers: BB&T Xxx.XX&T Capital Markets, a division of BB&T Securities, LLCBNY Mellon Capital Markets, LLCTD Securities (USA) LLC *Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Brixmor Operating Partnership LP has filed a registration statement (including a preliminary prospectus supplement and a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any other documents the issuer or Brixmor Property Group Inc. has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (XXXXX) on the SEC web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by contacting by contacting Xxxxxxx Lynch, Pierce, X.X. Xxxxxx & Xxxxx Incorporated, Securities LLC by mail at X.X. Xxxxxx Securities LLC, 000 Xxxxxxx LynchXxxxxx, PierceXxx Xxxx, Xxxxxx & Xxxxx IncorporatedXxx Xxxx, 00000, Attention: Prospectus DepartmentInvestment Grade Syndicate Desk, NC13rd Floor, telephone collect at 0-004000-03000-430000; by contacting Barclays Capital Inc. by mail c/o Broadridge Financial Solutions, 000 Xxxxx Xxxxxxx 0000 Xxxx Xxxxxx Xxxxxx, 0xx xxxxx, XxxxxxxxxXxxxxxxx, XX 00000, toll-0000, by calling (free at 0-000) -000-0000 or by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; by contacting Xxxxxxxxx LLC by mail at Attention: Debt Capital Markets, 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, or by emailing XXXXxxxxxxxxxxx@Xxxxxxxxx.xxx, or by calling 0-000-000-0000; or by contacting Xxxxx Fargo Securities, LLCLLC by mail at Attention: WFS Customer Service, 000 0xx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: WFS Customer Service, by telephone at 0-calling (000-) 000-0000 or by email at xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx emailing: xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx. EXHIBIT C ISSUER GENERAL USE FREE WRITING PROSPECTUSES

WAIVER OF JURY BY TRIAL. The Operating Partnership hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Operating Partnership a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Operating Partnership in accordance with its terms. Very truly yours, BRIXMOR OPERATING PARTNERSHIP LP By: Brixmor OP GP LLC, its general partner By: BPG Subsidiary Inc., its sole member By: /s/ /s/Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Executive Vice President [Underwriting Agreement Signature PageAgreement] CONFIRMED AND ACCEPTED, as of the date first above written: DEUTSCHE BANK SECURITIES INC. By: /s/Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By:/s/Xxxx X. XxXxxx Name: Xxxx X. XxXxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ By:/s/Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Investment Banking RBC CAPITAL MARKETS, LLC By:/s/Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory For themselves and as Representatives Representative of the Underwriters named in Exhibit A hereto. [Signature page to BRX OP Underwriting Agreement] XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director For themselves and as Representatives of the Underwriters named in Exhibit A hereto. [Signature page to BRX OP Underwriting Agreement] EXHIBIT A Name of Underwriter Principal Amount of Securities Deutsche Bank Securities Inc. $86,250,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ $86,250,000 RBC Capital Markets, LLC $86,250,000 Citigroup Global Markets Inc. $32,500,000 Xxxxxxxxx LLC $32,500,000 X.X. Xxxxxx Securities LLC $32,500,000 U.S. Bancorp Investments, Inc. $32,500,000 Xxxxx Fargo Securities, LLC $ 86,250,000 BMO Capital Markets Corp $ 50,000,000 Xxxxxxxxx LLC $ 50,000,000 U.S. Bancorp Investments, Inc. $ 50,000,000 $32,500,000 Barclays Capital Inc $ 25,000,000 Mizuho Securities USA LLC $ 25,000,000 RBC Capital Markets, LLC $ 25,000,000 Scotia Capital (USA) Inc. $ 25,000,000 Regions Securities LLC $ 20,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 20,000,000 $11,250,000 BB&T Capital Markets, a division of BB&T Securities, LLC $ 12,500,000 $11,250,000 BNY Mellon Capital Markets, LLC $ 12,500,000 TD $11,250,000 Mitsubishi UFJ Securities (USA), Inc. $11,250,000 Regions Securities LLC $11,250,000 Scotia Capital (USA) LLC $ 12,500,000 Inc. $11,250,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $11,250,000 Total $ $500,000,000 A-1 EXHIBIT B FORM OF PRICING TERM SHEET Filed Pursuant to Rule 433 Free Writing Prospectus Registration No. 333-201464-01 May 31July 30, 2017 2015 BRIXMOR OPERATING PARTNERSHIP LP Pricing Term Sheet $500,000,000 3.650% [•] [•]% Senior Notes due 2024 2022 This pricing term sheet supplements, and should be read in conjunction with, the preliminary prospectus supplement dated May 31July 30, 2017 2015 (the “Preliminary Prospectus Supplement”) of Brixmor Operating Partnership LP (“we,” “our,” or “us”) and accompanying prospectus dated January 13, 2015 and the documents incorporated and deemed to be incorporated by reference therein. Issuer: Brixmor Operating Partnership LP Expected Ratings: (Xxxxx’x / S&P / Fitch)*: Baa3 (stable) [Xxxxx’x] / BBB- (stable) [S&P] / BBB- (stable) [Fitch] Security Type: Senior Unsecured Notes Pricing Date: May 31July 30, 2017 2015 Settlement Date: June 5August 10, 2017 2015 (T+3T+7) Maturity Date: June 15[ ] [ ], 2024 2022 Interest Payment Dates: June February 15 and December 15 of each yearAugust 15, beginning on December February 15, 2017 2016 Principal Amount: $500,000,000 [ ] Public Offering Price: 99.576[ ]% of the principal amount Net Proceeds to the Issuer, Before Expenses: $494,755,000 Benchmark: 2.000[ ]% due May 31, 2024 [ ] Benchmark Price / Yield: 99-28 [ ] / 2.019[ ]% Spread to Benchmark: + 170 [ ] basis points Yield to Maturity: 3.719[ ]% Coupon: 3.650[ ]% Optional Redemption: Make-whole call at T + 30 [ ] basis points Par Call: On or after April 15, 2024 (two months prior to the maturity date) CUSIP / ISIN: 11120V AF0 AB9 / US11120VAF04 US11120VAB99 Joint Book-Running Managers: Deutsche Bank Securities Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx IncorporatedWells Fargo SecuritiesIncorporatedRBC Capital Markets, LLCBMO Capital LLCCitigroup Global Markets Corp.Inc.Jefferies LLCJ.X. Xxxxxx Securities LLCU.S. Bancorp Investments, Xxx.Xxxxxxxx Capital Inc.Mizuho Securities USA LLCRBC Capital MarketsXxxxx Fargo Securities, LLCScotia Capital (USA) Inc. Senior LLC Co-Managers: Regions Securities LLCSunTrust Xxxxxxxx Xxxxxxxx, Barclays Capital Inc. Co-Managers: BB&T Capital Markets, a division of BB&T Securities, LLCBNY Mellon Capital Markets, LLCTD LLCMitsubishi UFJ Securities (USA), Inc.Regions Securities LLCScotia Capital (USA) LLC Inc.SunTrust Xxxxxxxx Xxxxxxxx, Inc. _______________________ *Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Brixmor Operating Partnership LP has filed a registration statement (including a preliminary prospectus supplement and a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any other documents the issuer or Brixmor Property Group Inc. has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (XXXXX) on the SEC web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by contacting Deutsche Bank by mail at Deutsche Bank Securities Inc., Attention: Prospectus Group, 00 Xxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, by emailing xxxxxxxxxx.XXXX@xx.xxx or by calling (000) 000-0000; by contacting Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Incorporated by mail at Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Attention: Prospectus Department, NC1-004-03-43000 Xxxxxxxx, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx xxxxx, XxxxxxxxxXxx Xxxx, XX 00000-0000, by calling (000) 000-0000 00000 or by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx; or by contacting Xxxxx Fargo SecuritiesRBC Capital Markets, LLC at RBC Capital Markets, LLC, 000 0xx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: WFS Customer ServiceDebt Capital Markets, Three World Financial Center, 000 Xxxxx Xxxxxx, New York, New York 10281, by telephone at 0-emailing xxxxxxxxxxxxxxxxxxxx@xxxxx.xxx or by calling (000) 000-000-0000 or by email at xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx 0000.. EXHIBIT C ISSUER GENERAL USE FREE WRITING PROSPECTUSES