0001104659-19-016565 Sample Contracts

Brookfield Property Partners L.P. Underwriting Agreement
Underwriting Agreement • March 21st, 2019 • Brookfield Property Partners L.P. • Real estate • New York

Brookfield Property Partners L.P., a Bermuda exempted limited partnership (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 6,400,000 of 6.50% Class A Cumulative Redeemable Perpetual Preferred Units, Series 1 of the Company (the “Underwritten Units”), representing preferred limited partner interests in the Company with a liquidation preference of $25.00 (the “Series 1 Preferred Units”), and, at the option of the Underwriters, up to an additional 960,000 of 6.50% Class A Cumulative Redeemable Perpetual Preferred Units, Series 1 of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”

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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.

BROOKFIELD PROPERTY PARTNERS L.P. SECOND AMENDMENT TO THE SECOND 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 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, to the Second Amended and Restated Limited Partnership Agreement (as amended, the “Agreement”) 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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