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

(b)Short-Form Prospectus. BPY shall use its reasonable best efforts to cause Demand Registrations in Canada to be qualifiedby way of a short-form Prospectus prepared pursuant to the POP System if, at the time of such Demand Registration, BPYis a POP Issuer and is able to do so in all of the provinces and territories in which the Demand Registration is to beeffected. For greater certainty, it is acknowledged that in the event that BPY is not a POP Issuer or is unable to utilize thePOP System in one or more Canadian provinces or territories in which the Demand Registration is to be effected, BPYshall proceed by way of long-form Prospectus.2.4 Holdback Agreements(a) BPY shall not effect any public sale or distribution of its equity securities, or any securities convertible into orexchangeable or exercisable for such securities, during the seven (7) days prior to and during the ninety (90)-day periodbeginning on the Effective Date of a Demand Registration (other than a Shelf Registration or Shelf Prospectus, asapplicable) or a Piggyback Registration, except pursuant to registrations on Form S-8 or registrations to effect theacquisition of, or combination with, another Person, or unless the underwriters managing any such public offeringotherwise agree.(b) If any Holders of Registrable Units notify BPY in writing that they intend to effect an underwritten sale of Units on aspecified date registered pursuant to a Shelf Registration or Shelf Prospectus, as applicable, pursuant to Article 2 hereof,BPY shall not effect any public sale or distribution of its equity securities, or any securities convertible into orexchangeable or exercisable for its equity securities, during the seven (7) days prior to and during the ninety (90)-dayperiod beginning on the date specified in such notice, except pursuant to registrations on Form S-8 or registrations to effectthe acquisition of, or combination with, another Person, or unless the underwriters managing any such public offeringotherwise agree.(c) Provided BPY has complied with Section 2.2, each Holder agrees, in the event of an underwritten offering by BPY(whether for the account of BPY or otherwise), not to offer, sell, contract to sell or otherwise dispose of any RegistrableUnits, or any securities convertible into or exchangeable or exercisable for such securities, including any sale pursuant toRule 144 under the U.S. Securities Act (except as part of such underwritten offering), during the seven (7) days prior to,and during the ninety (90)-day period (or such lesser period as the lead or managing underwriters may require) beginningon, the Effective Date for such underwritten offering (or, in the case of an offering pursuant to an effective ShelfRegistration or Shelf Prospectus, the pricing date for such underwritten offering).12