Brookfield Property Partners L.P. Sample Contracts

BROOKFIELD PROPERTY PARTNERS LIMITED - and – EACH PERSON WHO IS ADMITTED TO THE PARTNERSHIP AS A LIMITED PARTNER FROM TIME TO TIME SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BROOKFIELD PROPERTY PARTNERS L.P. August 8, 2013
Limited Partnership Agreement • August 8th, 2013 • Brookfield Property Partners L.P. • Real estate

THIS AGREEMENT is made as of the 8th day of August, 2013 among BROOKFIELD PROPERTY PARTNERS LIMITED (the “General Partner”), an exempted limited company existing under the laws of Bermuda, as the General Partner, BROOKFIELD ASSET MANAGEMENT INC., a corporation existing under the laws of the Province of Ontario (the “Initial Limited Partner”), BROOKFIELD US CORPORATION, a corporation existing under the laws of the State of Delaware, as a limited partner, and each person who is admitted to the Partnership (as hereinafter defined) as a limited partner in accordance with the provisions of this Agreement.

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BROOKFIELD PROPERTY SPECIAL L.P. - and - BROOKFIELD PROPERTY PARTNERS L.P. - and - BROOKFIELD ASSET MANAGEMENT INC. - and - BPY I L.P. - and - BPY II L.P. - and - BROOKFIELD US CORPORATION - and - EACH PERSON WHO IS ADMITTED TO THE PARTNERSHIP AS A...
Limited Partnership Agreement • August 8th, 2013 • Brookfield Property Partners L.P. • Real estate

THIS AGREEMENT is made as of the 8th day of August, 2013 among BROOKFIELD PROPERTY PARTNERS L.P. (the “Managing General Partner” or “BPY”), an exempted limited partnership existing under the laws of Bermuda, as the Managing General Partner, BROOKFIELD PROPERTY SPECIAL L.P., an exempted limited partnership existing under the laws of Bermuda, BROOKFIELD ASSET MANAGEMENT INC. (“Brookfield”), a corporation existing under the laws of the Province of Ontario, BPY I L.P., a limited partnership existing under the laws of the Province of Manitoba, BPY II L.P., a limited partnership existing under the laws of the Province of Manitoba, and BROOKFIELD US CORPORATION, a corporation existing under the laws of the State of Delaware, as Limited Partners, and each person who is admitted to the Partnership (as hereinafter defined) as a limited partner in accordance with the provisions of this Agreement.

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BROOKFIELD ASSET MANAGEMENT INC. - and - BROOKFIELD PROPERTY PARTNERS L.P. - and - BROOKFIELD PROPERTY L.P. - and - BROOKFIELD GLOBAL MANAGEMENT LIMITED - and - each of the Holding Entities that has executed this Agreement on Schedule A hereto AMENDED...
Master Services Agreement • August 8th, 2013 • Brookfield Property Partners L.P. • Real estate • Ontario

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

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BROOKFIELD PROPERTY GP L.P. - and - BROOKFIELD PROPERTY PARTNERS L.P. - and - EACH PERSON WHO IS ADMITTED TO THE PARTNERSHIP AS A LIMITED PARTNER FROM TIME TO TIME AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BROOKFIELD PROPERTY L.P. April...
Limited Partnership Agreement • April 16th, 2013 • Brookfield Property Partners L.P. • Real estate

THIS AGREEMENT is made as of the 10th day of April, 2013 among BROOKFIELD PROPERTY GP L.P. (the “General Partner”), an exempted limited partnership existing under the laws of Bermuda, as the General Partner, BROOKFIELD PROPERTY PARTNERS L.P. (the “Initial Limited Partner” or “BPY”), an exempted limited partnership existing under the laws of Bermuda, as a limited partner, and each person who is admitted to the Partnership (as hereinafter defined) as a limited partner in accordance with the provisions of this Agreement.

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Brookfield Property Partners L.P. Underwriting Agreement
Underwriting Agreement • February 18th, 2020 • Brookfield Property Partners L.P. • Real estate • New York

The Units are to be issued pursuant to a fourth amendment (the “BPY LPA Amendment”) to be dated February 18, 2020, to the Second Amended and Restated Limited Partnership Agreement of the Company by and among Brookfield Property Partners Limited, a Bermuda exempted

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AGREEMENT AND PLAN OF MERGER by and among BROOKFIELD PROPERTY PARTNERS L.P., GOLDFINCH MERGER SUB CORP., and GGP INC. Dated as of March 26, 2018
Merger Agreement • March 29th, 2018 • Brookfield Property Partners L.P. • Real estate • Delaware

The Applicable Margin for each Base Rate Unit shall be determined by reference to the Loan-to-Value Ratio in effect from time to time and the Applicable Margin for each LIBOR Unit shall be determined by reference to the Loan-to-Value Ratio in effect on the first day of such distribution period.

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REDEMPTION AGREEMENT BETWEEN BROOKFIELD PROPERTY PARTNERS L.P. -AND- BROOKFIELD CANADA OFFICE PROPERTIES
Redemption Agreement • April 25th, 2017 • Brookfield Property Partners L.P. • Real estate • Ontario

BROOKFIELD PROPERTY PARTNERS L.P., a limited partnership existing under the laws of Bermuda, (hereinafter referred to as “BPY”)

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BROOKFIELD PROPERTY FINANCE ULC, Issuer
Indenture • July 3rd, 2018 • Brookfield Property Partners L.P. • Real estate • Ontario

INDENTURE, dated as of July 3, 2018 between Brookfield Property Finance ULC having its principal office at 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario, Canada M5J 2T3, as the Issuer, and Computershare Trust Company of Canada, as Trustee. The Issuer is a wholly-owned indirect Subsidiary (as defined herein) of Brookfield Property L.P.

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BROOKFIELD ASSET MANAGEMENT INC. - and - BROOKFIELD PROPERTY PARTNERS L.P. - and - BROOKFIELD PROPERTY L.P. - and - BROOKFIELD GLOBAL MANAGEMENT LIMITED - and - each of the Holding Entities that has executed this Agreement on Schedule A hereto FORM OF...
Relationship Agreement • February 1st, 2013 • Brookfield Property Partners L.P. • Real estate • Ontario

WHEREAS members of the BPY Group (as defined below) directly or indirectly hold interests in Commercial Property (as defined below) and will directly or indirectly acquire, from time to time, interests in other Commercial Property;

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BROOKFIELD PROPERTY L.P. EIGHTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • October 23rd, 2023 • Brookfield Property Partners L.P. • Real estate

THIS AMENDMENT (the “Amendment”) to the Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P. (the “Partnership”), dated as of February 20, 2019, as amended by a First Amendment dated as of March 21, 2019, as amended by a Second Amendment dated as of April 28, 2019, as amended by a Third Amendment dated as of August 20, 2019, as amended by a Fourth Amendment dated as of February 18, 2020, as amended by a Fifth Amendment dated as of April 21, 2020, as amended by a Sixth Amendment dated as of July 26, 2021 and as amended by a Seventh Amendment dated as of August 3, 2021 (as amended, the “Agreement”), is made as of the 20th day of October, 2023, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

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FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • July 26th, 2021 • Brookfield Property Partners L.P. • Real estate

THIS AMENDMENT (the “Amendment”) to the Limited Partnership Agreement of Brookfield Property Preferred L.P. (the “Partnership”), dated as of April 13, 2021 (the “Agreement”) is made as of the 26th day of July, 2021, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

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BROOKFIELD PROPERTY PARTNERS L.P. SEVENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • July 27th, 2021 • Brookfield Property Partners L.P. • Real estate

THIS AMENDMENT (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement of Brookfield Property Partners L.P. (the “Partnership”), dated as of August 8, 2013, as amended by a First Amendment, dated as of November 5, 2015, as amended by a Second Amendment, dated as of March 21, 2019, as amended by a Third Amendment, dated as of August 20, 2019, as amended by a Fourth Amendment, dated as of February 18, 2020, as amended by a Fifth Amendment dated as of April 21, 2020, as amended by a Sixth Amendment dated as of March 31, 2021 (as amended, the “Agreement”) is made on the 26th day of July, 2021, but following the acquisition by Brookfield Asset Management Inc. (“Brookfield”) of Equity Units of the Partnership as described in Section 3.1(d) of the Plan of Arrangement (as defined below), by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

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BROOKFIELD PROPERTY L.P. SIXTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • July 27th, 2021 • Brookfield Property Partners L.P. • Real estate

THIS AMENDMENT (the “Amendment”) to the Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P. (the “Partnership”), dated as of February 20, 2019, as amended by a First Amendment dated as of March 21, 2019, as amended by a Second Amendment dated as of April 28, 2019, as amended by a Third Amendment dated as of August 20, 2019, as amended by a Fourth Amendment dated as of February 18, 2020 and as amended by a Fifth Amendment dated as of April 21, 2020 (as amended, the “Agreement”), is made as of the 26th day of July, 2021, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

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THIS SUBORDINATED GUARANTEE dated as of July 26, 2021; BY: BROOKFIELD PROPERTY PARTNERS L.P., an exempted limited partnership formed under the laws of Bermuda, (hereinafter referred to as “BPY”),
Subordinated Guarantee • July 26th, 2021 • Brookfield Property Partners L.P. • Real estate • Ontario

(hereinafter referred to as “Bermuda Holdco 6” and collectively with BPY, Property Partnership, CanHoldco, CanHoldco 2, Bermuda Holdco, Bermuda Holdco 2, Bermuda Holdco 4 and Bermuda Holdco 5 as the “Guarantors”),

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BROOKFIELD ASSET MANAGEMENT INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION Rights Agent RIGHTS AGREEMENT Dated as of April 27, 2018
Rights Agreement • May 2nd, 2018 • Brookfield Property Partners L.P. • Real estate • Delaware

This Rights Agreement (this “Agreement”) is dated as of April 27, 2018 between Brookfield Asset Management Inc., a corporation organized under the laws of Ontario, Canada (“BAM”), and Wilmington Trust, National Association (the “Rights Agent”).

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BROOKFIELD PROPERTY L.P. NINTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • April 11th, 2024 • Brookfield Property Partners L.P. • Real estate

THIS AMENDMENT (the “Amendment”) to the Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P. (the “Partnership”), dated as of February 20, 2019, as amended by a First Amendment dated as of March 21, 2019, as amended by a Second Amendment dated as of April 28, 2019, as amended by a Third Amendment dated as of August 20, 2019, as amended by a Fourth Amendment dated as of February 18, 2020, as amended by a Fifth Amendment dated as of April 21, 2020, as amended by a Sixth Amendment dated as of July 26, 2021, as amended by a Seventh Amendment dated as of August 3, 2021 and as amended by a Eighth Amendment dated as of October 20, 2023 (as amended, the “Agreement”), is made as of the 25th day of March, 2024, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

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BROOKFIELD ASSET MANAGEMENT INC. - and - BROOKFIELD PROPERTY PARTNERS L.P. - and - BROOKFIELD PROPERTY L.P. - and - Brookfield Global Property Advisor Limited - and - BROOKFIELD PROPERTY GROUP LLC - and - BROOKFIELD ASSET MANAGEMENT PRIVATE...
Master Services Agreement • August 30th, 2021 • Brookfield Property Partners L.P. • Real estate • Ontario

BROOKFIELD PROPERTY GROUP LLC (the “US Service Provider”), a limited liability company formed under the laws of the State of Delaware

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BROOKFIELD PROPERTY PARTNERS L.P. SIXTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • April 5th, 2021 • Brookfield Property Partners L.P. • Real estate

THIS AMENDMENT (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement of Brookfield Property Partners L.P. (the “Partnership”), dated as of August 8, 2013, as amended by a First Amendment, dated as of November 5, 2015, as amended by a Second Amendment, dated as of March 21, 2019, as amended by a Third Amendment, dated as of August 20, 2019, as amended by a Fourth Amendment, dated as of February 18, 2020, as amended by a Fifth Amendment dated as of April 21, 2020, to the Second Amended and Restated Limited Partnership Agreement (as amended, the “Agreement”) is made as of the 31st day of March, 2021, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

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BROOKFIELD ASSET MANAGEMENT INC. - and - BROOKFIELD PROPERTY PARTNERS L.P. REGISTRATION RIGHTS AGREEMENT April 10, 2013
Registration Rights Agreement • April 16th, 2013 • Brookfield Property Partners L.P. • Real estate • Ontario

WHEREAS, BPY desires to provide the Holders (as defined herein) with the registration rights specified in this Agreement with respect to Registrable Units (as defined herein) on the terms and subject to the conditions set forth herein.

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BROOKFIELD PROPERTY L.P. SEVENTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • August 30th, 2021 • Brookfield Property Partners L.P. • Real estate

THIS AMENDMENT (the “Amendment”) to the Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P. (the “Partnership”), dated as of February 20, 2019, as amended by a First Amendment dated as of March 21, 2019, as amended by a Second Amendment dated as of April 28, 2019, as amended by a Third Amendment dated as of August 20, 2019, as amended by a Fourth Amendment dated as of February 18, 2020, as amended by a Fifth Amendment dated as of April 21, 2020 and as amended by a Sixth Amendment dated as of July 26, 2021 (as amended, the “Agreement”), is made as of the 3rd day of August, 2021, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

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AMENDMENT TO THE FIRST SUPPLEMENTAL INDENTURE
Amendment to the First Supplemental Indenture • November 27th, 2018 • Brookfield Property Partners L.P. • Real estate

WHEREAS the Issuer entered into an indenture (the “Indenture”) dated as of July 3, 2018 which provided for the issuance of one or more Series of unsecured notes of the Issuer by way of Supplemental Indentures;

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BROOKFIELD PROPERTY PARTNERS L.P. FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED MASTER SERVICES AGREEMENT
Master Services Agreement • February 11th, 2022 • Brookfield Property Partners L.P. • Real estate • Ontario

THIS AMENDMENT (the “Amendment”) to the Third Amended and Restated Master Services Agreement dated as of August 3, 2021 (the “Agreement”) between Brookfield Property Partners L.P. (the “Partnership”) and Brookfield Asset Management Inc., inter alias, is dated February 2, 2022. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

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BROOKFIELD PROPERTY L.P. FIFTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • May 11th, 2020 • Brookfield Property Partners L.P. • Real estate

THIS AMENDMENT (the “Amendment”) to the Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P. (the “Partnership”), dated as of February 20, 2019, as amended by a First Amendment dated as of March 21, 2019, as amended by a Second Amendment dated as of April 28, 2019, as amended by a Third Amendment dated as of August 20, 2019 and as amended by a Fourth Amendment dated as of February 18, 2020 (as amended, the “Agreement”), is made as of the 21st day of April, 2020, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

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BROOKFIELD PROPERTY PARTNERS L.P. FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • March 17th, 2016 • Brookfield Property Partners L.P. • Real estate

THIS AMENDMENT (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement dated August 8, 2013 (the “Agreement”) of Brookfield Property Partners L.P. (the “Partnership”), is dated November 5, 2015. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

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Dated: as of 3 January 2012
Limited Partnership Agreement • June 12th, 2012 • Brookfield Property Partners L.P. • Real estate
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BROOKFIELD PROPERTY PARTNERS L.P. FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • February 18th, 2020 • Brookfield Property Partners L.P. • Real estate

THIS AMENDMENT (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement of Brookfield Property Partners L.P. (the “Partnership”), dated as of August 8, 2013, as amended by a First Amendment, dated as of November 5, 2015, as amended by a Second Amendment, dated as of March 21, 2019, as amended by a Third Amendment, dated as of August 20, 2019, to the Second Amended and Restated Limited Partnership Agreement (as amended, the “Agreement”) is made as of the 18th day of February, 2020, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

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BROOKFIELD ASSET MANAGEMENT INC. - and - BROOKFIELD PROPERTY GENERAL PARTNER LIMITED - and - BROOKFIELD PROPERTY PARTNERS L.P. FORM OF VOTING AGREEMENT n, 2012
Voting Agreement • June 12th, 2012 • Brookfield Property Partners L.P. • Real estate • Ontario

WHEREAS Brookfield, a corporation existing under the laws of the Province of Ontario, owns 100% of the common shares (the “Common Shares”) of the Property General Partner, a corporation existing under the laws of Bermuda;

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BROOKFIELD PROPERTY PARTNERS L.P. FIFTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • May 11th, 2020 • Brookfield Property Partners L.P. • Real estate

THIS AMENDMENT (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement of Brookfield Property Partners L.P. (the “Partnership”), dated as of August 8, 2013, as amended by a First Amendment, dated as of November 5, 2015, as amended by a Second Amendment, dated as of March 21, 2019, as amended by a Third Amendment, dated as of August 20, 2019, as amended by a Fourth Amendment, dated as of February 18, 2020, to the Second Amended and Restated Limited Partnership Agreement (as amended, the “Agreement”) is made as of the 21st day of April, 2020, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

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BROOKFIELD ASSET MANAGEMENT INC. - and - BROOKFIELD PROPERTY PARTNERS L.P. - and - BROOKFIELD PROPERTY L.P. - and - BROOKFIELD GLOBAL MANAGEMENT LIMITED - and - each of the Holding Entities that has executed this Agreement on Schedule A hereto...
Relationship Agreement • April 16th, 2013 • Brookfield Property Partners L.P. • Real estate • Ontario

WHEREAS members of the BPY Group (as defined below) directly or indirectly hold interests in Commercial Property (as defined below) and will directly or indirectly acquire, from time to time, interests in other Commercial Property;

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BROOKFIELD PROPERTY PARTNERS L.P. THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • August 20th, 2019 • Brookfield Property Partners L.P. • Real estate

THIS AMENDMENT (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement of Brookfield Property Partners L.P. (the “Partnership”), dated as of August 8, 2013, as amended by a First Amendment, dated as of November 5, 2015, as amended by a Second Amendment, dated as of March 21, 2019, to the Second Amended and Restated Limited Partnership Agreement (as amended, the “Agreement”) is made as of the 20th day of August, 2019, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

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RE: BROOKFIELD PROPERTY L.P. FV LTIP UNIT PLAN — AWARD AGREEMENT
Award Agreement • February 20th, 2019 • Brookfield Property Partners L.P. • Real estate

This letter serves as confirmation of your participation in the Brookfield Property L.P. FV LTIP Unit Plan (the “Plan”). Words defined in the Plan and not otherwise defined herein shall have the meaning assigned to them in the Plan.

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GUARANTEE AGREEMENT BETWEEN BROOKFIELD PROPERTY PARTNERS L.P. AND QATAR INVESTMENT AUTHORITY December 4, 2014
Guarantee Agreement • December 4th, 2014 • Brookfield Property Partners L.P. • Real estate • New York

QATAR INVESTMENT AUTHORITY, an independent arm of the Qatari government established by State of Qatar Emiri Decision No (22) of 2005 (“QIA”)

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BROOKFIELD PROPERTY L.P. FIRST AMENDMENT TO THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • March 21st, 2019 • Brookfield Property Partners L.P. • Real estate

THIS AMENDMENT (the “Amendment”) to the Fourth Amended and Restated Limited Partnership Agreement dated as of February 20, 2019 (the “Agreement”) of Brookfield Property L.P. (the “Partnership”) is made as of the 21st day of March, 2019, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

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JOINT FILING AGREEMENT
Joint Filing Agreement • January 8th, 2024 • Brookfield Property Partners L.P. • Real estate

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

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AMENDING AGREEMENT
Amending Agreement • June 2nd, 2021 • Brookfield Property Partners L.P. • Real estate

BROOKFIELD ASSET MANAGEMENT INC., a corporation existing under the laws of Ontario, (hereinafter referred to as “BAM” or the “Purchaser”)

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