FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

THIS AGREEMENT made as of the day of , 2012BETWEEN:RECITALS:REGISTRATION RIGHTS AGREEMENTBROOKFIELD ASSET MANAGEMENT INC. (“Brookfield”)- and -BROOKFIELD PROPERTY PARTNERS L.P. (“BPY”)WHEREAS, BPY desires to provide the Holders (as defined herein) with the registration rights specified in this Agreement withrespect to Registrable Units (as defined herein) on the terms and subject to the conditions set forth herein.NOW THEREFORE in consideration of the premises, mutual covenants and agreements contained in this Agreement and othergood and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree, eachwith the other, as follows:ARTICLE 1INTERPRETATION1.1 DefinitionsThe following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms usedin this Agreement.1.1.1 “Adverse Effect” has the meaning assigned to such term in Section 2.1.5;1.1.2 “Advice” has the meaning assigned to such term in Section 2.6;1.1.3 “Affiliate” means, with respect to a Person, any other Person that, directly or indirectly, through one or moreintermediaries, Controls or is Controlled by such Person, or is under common Control of a third Person;1.1.4 “Agreement” means this Registration Rights Agreement;1.1.5 “BPY” has the meaning assigned to such term in the preamble;1.1.6 “Brookfield” has the meaning assigned to such term in the preamble;