Registration Rights Agreement



 Exhibit 4.4 
 BROOKFIELD RENEWABLE POWER INC. 
 - and - 

 
  

BROOKFIELD RENEWABLE ENERGY PARTNERS L.P. 
  

 
  

	
	REGISTRATION RIGHTS AGREEMENT

 November 28, 2011 








							
	Article 1 INTERPRETATION	  	 	1	  
			
	1.1	 	 Definitions
	  	 	1	  
	1.2	 	 Headings and Table of Contents
	  	 	5	  
	1.3	 	 Interpretation
	  	 	5	  
	1.4	 	 Invalidity of Provisions
	  	 	6	  
	1.5	 	 Entire Agreement
	  	 	6	  
	1.6	 	 Waiver, Amendment
	  	 	6	  
	1.7	 	 Governing Law
	  	 	7	  
		
	Article 2 REGISTRATION RIGHTS	  	 	7	  
			
	2.1	 	 Demand Registration
	  	 	7	  
	2.2	 	 Piggyback Registrations
	  	 	10	  
	2.3	 	 Short-Form Filings
	  	 	11	  
	2.4	 	 Holdback Agreements
	  	 	12	  
	2.5	 	 Registration Procedures
	  	 	13	  
	2.6	 	 Suspension of Dispositions
	  	 	18	  
	2.7	 	 Registration Expenses
	  	 	18	  
	2.8	 	 Indemnification
	  	 	19	  
	2.9	 	 Transfer of Registration Rights
	  	 	22	  
	2.10	 	 Current Public Information
	  	 	22	  
	2.11	 	 Preservation of Rights
	  	 	23	  
		
	 Article 3 TERMINATION
	  	 	23	  
			
	3.1	 	 Termination
	  	 	23	  
		
	Article 4 MISCELLANEOUS	  	 	23	  
			
	4.1	 	 Enurement
	  	 	23	  
	4.2	 	 Notices
	  	 	24	  
	4.3	 	 Authority
	  	 	25	  
	4.4	 	 Further Assurances
	  	 	25	  
	4.5	 	 Counterparts
	  	 	25	  

  
 [REGISTRATION RIGHTS AGR_BRPI
& BREP] 







 REGISTRATION RIGHTS AGREEMENT 

THIS AGREEMENT made as of the 28th day of November, 2011 
 B E T W E E N: 
  

			
		  	BROOKFIELD RENEWABLE POWER INC. (“BRPI”)
		
		  	- and -
		
		  	BROOKFIELD RENEWABLE ENERGY PARTNERS L.P. (“BREP”)

 RECITALS: 

WHEREAS, BREP 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. 
 NOW THEREFORE in
consideration of the premises, 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 covenant and agree, each with the other,
as follows: 
 ARTICLE 1 
 INTERPRETATION 
  

	1.1	Definitions 

 The
following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in 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 more intermediaries, 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 “BREP” has the meaning assigned to such term in the preamble; 

 
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 1.1.6 “BRPI” has the meaning assigned to such term in the preamble;

 1.1.7 “Business Day” means every day except a Saturday or Sunday, or a day which is a statutory or civic
holiday in Bermuda, the Province of Ontario, or the State of New York; 
 1.1.8 “Canadian Commissions” means the
securities commissions or other securities regulatory authorities in each of the provinces or territories of Canada and any successor regulatory authorities having similar powers and, to the extent applicable, in any such province or territory, a
federal securities commission or similar regulatory authority; 
 1.1.9 “Canadian Securities Laws” means,
collectively, the applicable securities legislation, regulations, rules, policies, blanket rulings, decisions and orders of each of the provinces and territories of Canada and the Canadian Commissions; 

1.1.10 “Control” means the control by one Person of another Person in accordance with the following: a Person
(“A”) controls another Person (“B”) where A has the power to determine the management and policies of B by contract or status (for example the status of A being the general partner of B) or by virtue of the
beneficial ownership of or control over a majority of the voting interests in B; and, for certainty and without limitation, if A owns or has control over shares or other securities to which are attached more than 50% of the votes permitted to be
cast in the election of directors to the Governing Body of B or A is the general partner of B, a limited partnership, then in each case A Controls B for this purpose, and the term “Controlled” has the corresponding meaning;

 1.1.11 “Demand Registration” has the meaning assigned to such term in Section 2.1.1(a); 

1.1.12 “Demanding Unitholders” has the meaning assigned to such term in Section 2.1.1(a); 

1.1.13 “Demand Request” has the meaning assigned to such term in Section 2.1.1(a); 

1.1.14 “Effective” means, in the case of a Registration Statement, a declaration by the SEC that such registration
statement is effective, and in the case of a Prospectus, the issuance by the applicable Canadian Commission of a receipt for the final prospectus; 
 1.1.15 “Effective Date” means the date a Registration Statement or Prospectus becomes Effective; 
 1.1.16 “Excluded Registration” means a registration of (i) securities pursuant to one or more Demand Registrations pursuant to Section 2.1 hereof, (ii) securities
registered under the U.S. Securities Act on Form S-8 or any similar successor form, 
  
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and (iii) securities registered to effect the acquisition of, or combination with, another Person; 
 1.1.17 “FINRA” means Financial Industry Regulatory Authority, Inc.; 
 1.1.18 “Holder” means (i) BRPI and (ii) any direct or indirect transferee of BRPI who shall become a party to this Agreement in accordance with Section 2.9 and has agreed
in writing to be bound by the terms of this Agreement; 
 1.1.19 “Governing Body” means (i) with respect to
a corporation or limited company, the board of directors of such corporation or limited company, (ii) with respect to a limited liability company, the manager(s) or managing partner(s) of such limited liability company, (iii) with respect
to a partnership, the board, committee or other body of each general partner or managing partner of such partnership, respectively, that serves a similar function (or if any such general partner is itself a partnership, the board, committee or other
body of such general or managing partner’s general or managing partner that serves a similar function) and (iv) with respect to any other Person, the body of such Person that serves a similar function, and in the case of each of
(i) through (iv) includes any committee or other subdivision of such body and any Person to whom such body has delegated any power or authority, including any officer and managing director; 

1.1.20 “Inspectors” has the meaning assigned to such term in Section 2.5(xiii); 

1.1.21 “Person” means any natural person, partnership, limited partnership, limited liability partnership, joint venture,
syndicate, sole proprietorship, company or corporation (with or without share capital), limited liability company, unlimited liability company, joint stock company, unincorporated association, trust, trustee, executor, administrator or other legal
personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted and pronouns have a similarly extended meaning; 

1.1.22 “Piggyback Registration” has the meaning assigned to such term in Section 2.2.1; 

1.1.23 “POP Issuer” means an issuer eligible to use the POP System or equivalent system established from time to time by
the Canadian Commissions; 
 1.1.24 “POP System” means the prompt offering prospectus qualification system under
National Instrument 44-101 of the Canadian Securities Administrators entitled “Short Form Prospectus Distributions” or any successor policy, rule, regulation or similar instrument; 

1.1.25 “Prospectus” means a prospectus, including any amendment or supplements thereto, prepared in accordance with
applicable Canadian Securities Laws for the purpose of qualifying securities for distribution to the public in any province or territory of Canada; 
  

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 1.1.26 “Records” has the meaning assigned to such term in
Section 2.5(xiii); 
 1.1.27 “register,” “registered” and “registration”
refers to (i) a registration effected by preparing and filing a registration statement in compliance with the U.S. Securities Act, and the declaration or ordering of the effectiveness of such registration statement, and (ii) a
qualification for distribution under Canadian Securities Laws effected by preparing and filing a Prospectus; 
 1.1.28
“Registration Statement” means a registration statement on Form F-1 or F-3 or any similar or successor to such forms under the U.S. Securities Act (which includes any preliminary prospectus, prospectus, prospectus supplement or free
writing prospectus used in connection therewith); 
 1.1.29 “Registrable Units” means the Units owned by
Holders, including Units, issuable to Holders on the conversion of securities convertible, exchangeable or exercisable into Units owned by a Holder, together with any securities owned by Holders issued with respect to such Units by way of dividend
or split or in connection with a combination of units, recapitalization, merger, consolidation, amalgamation or other reorganization; provided, however, that Units that, pursuant to Section 3.1, no longer have registration rights hereunder
shall not be considered Registrable Units; 
 1.1.30 “Requesting Holders” shall mean any Holder(s) requesting to
have its (their) Registrable Units included in any Demand Registration or Shelf Registration; 
 1.1.31 “Required Filing
Date” has the meaning assigned to such term in Section 2.1.1(b); 
 1.1.32 “SEC” means the
Securities and Exchange Commission or any other federal agency at the time administering the U.S. Securities Act; 
 1.1.33
“Securities Laws” means Canadian Securities Laws or U.S. Securities Laws, applicable; 
 1.1.34 “Seller
Affiliates” has the meaning assigned to such term in Section 2.8.1; 
 1.1.35 “Shelf Prospectus”
means a shelf prospectus of BREP filed with the Canadian Commissions under Canadian Securities Laws for offers and sales of Registrable Units on a continuous basis; 
 1.1.36 “Shelf Registration” means a registration of the Registrable Units under a registration statement pursuant to Rule 415 under the U.S. Securities Act (or any successor rule);

 1.1.37 “Suspension Notice” has the meaning assigned to such term in Section 2.6; 

 
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 1.1.38 “Units” means limited partnership units of BREP; 

1.1.39 “U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, or any similar
federal statute, and the rules and regulations promulgated by the SEC thereunder; 
 1.1.40 “U.S. Securities
Act” means the United States Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations promulgated by the SEC thereunder; and 

1.1.41 “U.S. Securities Laws” means, collectively, the securities laws of the United States, including the U.S. Exchange
Act, the U.S. Securities Act, state securities or “blue sky” laws within the United States, and all rules, regulations and ordinances promulgated thereunder. 
  


	1.2	Headings and Table of Contents 

 The inclusion of headings and a table of contents in this Agreement are for convenience of reference only and will not affect the construction or interpretation hereof. 

 

	1.3	Interpretation 

 In this
Agreement, unless the context otherwise requires: 
 1.3.1 words importing the singular shall include the plural and vice versa,
words importing gender shall include all genders or the neuter, and words importing the neuter shall include all genders; 

1.3.2 the words “include”, “includes”, “including”, or any variations thereof, when following any general
term or statement, are not to be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as referring to all other items or matters that could reasonably fall within
the broadest possible scope of the general term or statement; 
 1.3.3 references to any Person include such Person’s
successors and permitted assigns; 
 1.3.4 except as otherwise provided in this Agreement, any reference in this Agreement to a
statute, regulation, policy, rule or instrument shall include, and shall be deemed to be a reference also to, all rules and regulations made under such statute, in the case of a statute, all amendments made to such statute, regulation, policy, rule
or instrument and to any statute, regulation, policy, rule or instrument that may be passed which has the effect of supplementing or superseding the statute, regulation, policy, rule or instrument so referred to; 

 
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 1.3.5 any reference to this Agreement or any other agreement, document or instrument shall
be construed as a reference to this Agreement or, as the case may be, such other agreement, document or instrument as the same may have been, or may from time to time be, amended, varied, replaced, amended and restated, supplemented or otherwise
modified; 
 1.3.6 in the event that any day on which any amount is to be determined or any action is required to be taken
hereunder is not a Business Day, then such amount shall be determined or such action shall be required to be taken at or before the requisite time on the next succeeding day that is a Business Day; and 

1.3.7 except where otherwise expressly provided, all amounts in this Agreement are stated and shall be paid in U.S. currency. 

 

	1.4	Invalidity of Provisions 


Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any
such provision or part thereof by a court of competent jurisdiction will not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable law, the parties waive any provision of law which renders any
provision of this Agreement invalid or unenforceable in any respect. The parties will engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the economic effect
of which comes as close as possible to that of the invalid or unenforceable provision which it replaces. 
  

	1.5	Entire Agreement 

 This
Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement. There are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in
connection with such subject matter except as specifically set forth or referred to in this Agreement. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made either prior to, contemporaneous with, or after
entering into this Agreement, or any amendment or supplement hereto, by any party to this Agreement or its directors, officers, employees or agents, to any other party to this Agreement or its directors, officers, employees or agents, except to the
extent that the same has been reduced to writing and included as a term of this Agreement, and none of the parties to this Agreement has been induced to enter into this Agreement or any amendment or supplement by reason of any such warranty,
representation, opinion, advice or assertion of fact. Accordingly, there will be no liability, either in tort or in contract, assessed in relation to any such warranty, representation, opinion, advice or assertion of fact, except to the extent
contemplated above. 
  

	1.6	Waiver, Amendment 

 Except
as expressly provided in this Agreement, no waiver of this Agreement will be binding unless executed in writing by the party to be bound thereby. No waiver of any 

 
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provision of this Agreement will constitute a waiver of any other provision nor will any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly
provided. A party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a party from any other or further exercise of that right
or the exercise of any other right. This Agreement may not be amended or modified in any respect except by a written agreement signed by BREP, BRPI (so long as BRPI owns any Units) and the Holders of a majority of the then outstanding Registrable
Units. 
  

	1.7	Governing Law 

 This
Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the non-exclusive jurisdiction of the
Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or any argument that such court provides an inconvenient forum. 
 ARTICLE 2 
 REGISTRATION RIGHTS 

 

	2.1	Demand Registration 

  

	 	2.1.1	Request for Registration 

  

	 	(a)	Commencing on the date hereof, any Holder shall have the right to require BREP to file a Registration Statement and/or a Prospectus for a public offering of all or part
of its Registrable Units (a “Demand Registration”), by delivering to BREP written notice stating that such right is being exercised, naming the Holders whose Registrable Units are to be included in such registration (collectively,
the “Demanding Unitholders”), specifying the number of each such Demanding Unitholder’s Registrable Units to be included in such registration and, subject to Section 2.1.3 hereof, describing the intended method of
distribution thereof (a “Demand Request”). 

  

	 	(b)	Each Demand Request shall specify the aggregate number of Registrable Units proposed to be sold. Subject to Section 2.1.6, BREP shall file a Registration Statement
and/or Prospectus in respect of a Demand Registration as soon as practicable and, in any event, within forty-five (45) days after receiving a Demand Request (the “Required Filing Date”) and shall use commercially reasonable
efforts to cause the same to be declared Effective as promptly as practicable after such filing; provided, however, that: 

  

	 	(i)	BREP shall not be obligated to file a Registration Statement or a Prospectus in respect of a Demand Registration pursuant to Section 2.1.1(a) within sixty
(60) days after the Effective Date of a previous Demand Registration, other than a Shelf Registration pursuant to this Article 2; and 

  

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	 	(ii)	BREP shall not be obligated to file a Registration Statement or a Prospectus in respect of a Demand Registration pursuant to Section 2.1.1(a) unless the Demand
Request is for a number of Registrable Units with a market value that is equal to at least $50,000,000 as of the date of such Demand Request. 

 2.1.2 Shelf Registration. With respect to any Demand Registration, the Requesting Holders may request BREP to file a Shelf Prospectus or effect a Shelf Registration. 

2.1.3 Selection of Underwriters. At the request of a Requesting Holder, the offering of Registrable Units pursuant to a Demand
Registration shall be in the form of a “firm commitment” underwritten offering. The Requesting Holder shall select the investment banking firm or firms to manage the underwritten offering; provided that such selection shall be subject to
the consent of BREP, which consent shall not be unreasonably withheld or delayed. No Holder may participate in any registration pursuant to Section 2.1.1 unless such Holder (x) agrees to sell such Holder’s Registrable Units on the
basis provided in any underwriting arrangements described above and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such
underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s
ownership of Registrable Units to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with Securities
Laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Units,
and the liability of each such Holder will be in proportion thereto, and provided, further, that such liability will be limited to the net amount received by such Holder from the sale of his or its Registrable Units pursuant to such registration.

 2.1.4 Rights of Nonrequesting Holders. Upon receipt of any Demand Request, BREP shall promptly (but in any event within
ten (10) days) give written notice of such proposed Demand Registration to all other Holders, who shall have the right, exercisable by written notice to BREP within twenty (20) days of their receipt of BREP’s notice, to elect to
include in such Demand Registration such portion of their Registrable Units as they may request. All Holders requesting to have their Registrable Units included in a Demand Registration in accordance with the preceding sentence shall be deemed to be
“Requesting Holders” for purposes of this Section 2.1. BREP shall also have the right to issue and sell Units in such Demand Registration. 

 
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 2.1.5 Priority on Demand Registrations. No securities to be sold for the account of
any Person (including BREP) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not
adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that,
even after exclusion of all securities of other Persons (including BREP) pursuant to the immediately preceding sentence, the amount of Registrable Units proposed to be included in such Demand Registration by Requesting Holders is sufficiently large
to cause an Adverse Effect, the Registrable Units of the Requesting Holders to be included in such Demand Registration shall equal the number of Units which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect
and such Registrable Units shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Units requested to be included in such registration by each such Requesting Holder. 

2.1.6 Deferral of Filing. BREP may defer the filing (but not the preparation) of a Registration Statement or Prospectus, as
applicable, required by Section 2.1 until a date not later than ninety (90) days after the Required Filing Date if (i) at the time BREP receives the Demand Request, BREP is engaged in confidential negotiations or other confidential
activities, disclosure of which would be required in such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of the
general partner of BREP determines in good faith that such disclosure would be materially detrimental to BREP and its unitholders, (ii) prior to receiving the Demand Request, BREP had determined to effect a registered underwritten public
offering of BREP’s securities for BREP’s account and BREP had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering,
or (iii) at the time BREP receives the Demand Request, BREP is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws.
A deferral of the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 shall be lifted, and the requested Registration Statement or Prospectus, as applicable, shall be filed forthwith, if, in the case
of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding
sentence, the proposed registration for BREP’s account is abandoned. In order to defer the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6, BREP shall promptly (but in any event within ten
(10) days), upon determining to seek such deferral, deliver to the Requesting Holders a certificate signed by an officer of the Board of Directors of 
  

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the general partner of BREP stating that BREP is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the
anticipated delay. Within twenty (20) days after receiving such certificate, the Requesting Holder may withdraw such Demand Request by giving notice to BREP; if withdrawn, the Demand Request shall be deemed not to have been made for all
purposes of this Agreement. BREP may defer the filing of a particular Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 only once. 

 

	2.2	Piggyback Registrations 


2.2.1 Right to Piggyback. Each time BREP proposes to (x) register any of its equity securities (other than pursuant to an
Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BREP or the account of any securityholder of BREP) or (y) sell any of its equity securities (other than pursuant to
an Excluded Registration) and with respect to which a Shelf Registration and prospectus supplement are expressly being utilized to effect such sale, (clause (x) and (y) are each referred to as a “Piggyback Registration”),
BREP shall give prompt written notice to each Holder of Registrable Units (which notice shall be given not less than twenty (20) days prior to the anticipated filing date of BREP’s Registration Statement or Prospectus, or not less than ten
(10) days in the case of a “bought deal” or “registered direct” financing), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Units in such Registration Statement, prospectus
supplement or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Units included in such Registration Statement, prospectus supplement or Prospectus, as
applicable, shall so advise BREP in writing (stating the number of Registrable Units desired to be registered) within ten (10) days after the date of such notice from BREP (or within one (1) Business Day in the case of a “bought
deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Units in any Registration Statement, prospectus supplement or Prospectus, as applicable, pursuant to this
Section 2.2.1 by giving written notice to BREP of such withdrawal. Subject to Section 2.2.2 below, BREP shall include in such Registration Statement, prospectus supplement or Prospectus, as applicable, all such Registrable Units so
requested to be included therein; provided, however, that BREP may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other
equity securities originally proposed to be registered or sold. 
 2.2.2 Priority on Piggyback Registrations 

 

	 	(a)	If a Piggyback Registration is an underwritten offering, and if the managing underwriter advises BREP that the inclusion of Registrable Units requested to be included
in a Registration Statement, prospectus supplement or Prospectus, as applicable, would cause an Adverse Effect, BREP shall only 

  

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be required to include such number of Registrable Units in such Registration Statement, prospectus supplement or Prospectus, as applicable, as such underwriter advises would not cause an Adverse
Effect, with priority given as follows: (i) first, the securities BREP proposes to sell, (ii) second, the Registrable Units requested to be included in such registration or prospectus supplement, pro rata among the Holders of such
Registrable Units on the basis of the number of Registrable Units owned by each such Holder, and (iii) third, any other securities requested to be included in such registration or prospectus supplement. If as a result of the provisions of this
Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Units in a registration or prospectus supplement that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include
Registrable Units in such Registration Statement, prospectus supplement or Prospectus, as applicable. 

  

	 	(b)	No Holder may participate in any Registration Statement, prospectus supplement or Prospectus, as applicable, in respect of a Piggyback Registration hereunder unless
such Holder (x) agrees to sell such Holder’s Registrable Units on the basis provided in any underwriting arrangements approved by BREP and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any
such registration other than representations and warranties as to (i) such Holder’s ownership of Registrable Units to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and
authority to effect such transfer, and (iii) such matters pertaining to compliance with applicable securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such
underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Units, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net
amount received by such Holder from the sale of his or its Registrable Units pursuant to such registration or prospectus supplement. 

  

	2.3	Short-Form Filings 

  

	 	(a)	SEC Form F-3. BREP shall use its commercially reasonable efforts to cause Demand Registrations in the United States to be registered on Form F-3 (or any
successor form) once BREP becomes eligible to use Form F-3, and if BREP is not then eligible under the U.S. Securities Laws to use Form F-3, Demand Registrations shall be registered on the form for which BREP then qualifies. BREP shall use its
commercially reasonable efforts to become eligible to use Form F-3 and, after becoming eligible to use Form F-3, shall use its commercially reasonable efforts to remain so eligible. 


 
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	 	(b)	Short-Form Prospectus. BREP shall use its commercially reasonable efforts to cause Demand Registrations in Canada to be qualified by way of a short-form
Prospectus prepared pursuant to the POP System if, at the time of such Demand Registration, BREP is a POP Issuer and is able to do so in all of the provinces and territories in which the Demand Registration is to be effected. For greater certainty,
it is acknowledged that in the event that BREP is not a POP Issuer or is unable to utilize the POP System in one or more Canadian provinces or territories in which the Demand Registration is to be effected, BREP shall proceed by way of long-form
Prospectus. 

 2.4 Holdback Agreements 
  

	 	(a)	BREP shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities,
during the seven (7) days prior to and during the ninety (90)-day period beginning on the Effective Date of a Demand Registration (other than a Shelf Registration or Shelf Prospectus, as applicable) or a Piggyback Registration, except pursuant
to registrations on Form S-8 or any successor form or registrations to effect the acquisition of, or combination with, another Person, or unless the underwriters managing any such public offering otherwise agree. 


 

	 	(b)	If any Holders of Registrable Units notify BREP in writing that they intend to effect an underwritten sale of Units on a specified date registered pursuant to a Shelf
Registration or Shelf Prospectus, as applicable, pursuant to Article 2 hereof, BREP shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for its equity
securities, during the seven (7) days prior to and during the ninety (90)-day period beginning on the date specified in such notice, except pursuant to registrations on Form S-8 or any successor form or registrations to effect the acquisition
of, or combination with, another Person, or unless the underwriters managing any such public offering otherwise agree. 

  

	 	(c)	Provided BREP has complied with Section 2.2, each Holder agrees, in the event of an underwritten offering by BREP (whether for the account of BREP or otherwise),
not to offer, sell, contract to sell or otherwise dispose of any Registrable Units, or any securities convertible into or exchangeable or exercisable for such securities, including any sale pursuant to Rule 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) beginning on, the Effective Date for such
underwritten offering (or, in the case of an offering pursuant to an effective Shelf Registration or Shelf Prospectus, the pricing date for such underwritten offering). 

  
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	2.5	Registration Procedures 


Whenever any Holder has requested that any Registrable Units be registered pursuant to this Agreement, BREP will use its commercially
reasonable efforts to effect the registration and the sale of such Registrable Units in accordance with the intended method of disposition thereof as promptly as is practicable, and pursuant thereto BREP will as expeditiously as possible:

  

	 	(i)	prepare and file, pursuant to Section 2.1.1(b) with respect to any Demand Registration, subject to Section 2.3, a Registration Statement or Prospectus, as
applicable, with respect to such Registrable Units and use its commercially reasonable efforts to cause such Registration Statement or Prospectus, as applicable, to become Effective; provided that as far in advance as practicable before filing such
Registration Statement or Prospectus, as applicable, or any amendment or supplement thereto, BREP will furnish to the selling Holders copies of reasonably complete drafts of all such documents prepared to be filed (including exhibits), and any such
Holder shall have the opportunity to object to any information contained therein and BREP will make corrections reasonably requested by such Holder with respect to such information prior to filing any such Registration Statement or Prospectus, as
applicable, or any amendment or supplement thereto; 

  

	 	(ii)	except in the case of a Shelf Registration or Shelf Prospectus, prepare and file with the SEC or the applicable Canadian Commissions, such amendments, post-effective
amendments and supplements to such Registration Statement or Prospectus, as applicable, as may be necessary to keep such Registration Statement or Prospectus, as applicable, effective for a period of not less than one hundred eighty (180) days
(or such lesser period as is necessary for the underwriters in an underwritten offering to sell unsold allotments) and comply with the provisions of the applicable Securities Laws with respect to the disposition of all securities covered by such
Registration Statement or Prospectus, as applicable, during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement or Prospectus, as applicable; 


 

	 	(iii)	in the case of a Shelf Registration or Shelf Prospectus, prepare and file with the SEC or the applicable Canadian Commissions, as applicable, such amendments and
supplements to such Registration Statement or Shelf Prospectus, as applicable, as may be necessary to keep such Registration Statement or Shelf Prospectus, as applicable, effective and to comply with the provisions of the applicable Securities Laws
with respect to the disposition of all 

  

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Registrable Units subject thereto for a period ending on the earlier of (x) twenty four (24) months after the Effective Date and (y) the date on which all the Registrable Units
subject thereto have been sold pursuant to such Registration Statement or Shelf Prospectus, as applicable; 

  

	 	(iv)	furnish to each seller of Registrable Units and the underwriters of the securities being registered such number of copies of such Registration Statement or Prospectus,
as applicable (in the English language and, if required, French language), each amendment and supplement thereto, any documents incorporated by reference therein and such other documents as such seller or underwriters may reasonably request in order
to facilitate the disposition of the Registrable Units owned by such seller or the sale of such securities by such underwriters (it being understood that, subject to Section 2.6 and the requirements of the applicable Securities Laws, BREP
consents to the use of the Registration Statement and Prospectus, as applicable, and any amendment or supplement thereto by each seller and the underwriters in connection with the offering and sale of the Registrable Units covered by the
Registration Statement or Prospectus, as applicable); 

  

	 	(v)	use its commercially reasonable efforts to register or qualify such Registrable Units under such other securities or blue sky laws of such jurisdictions as the managing
underwriter reasonably requests (or, in the event the Registration Statement or Prospectus, as applicable, does not relate to an underwritten offering, as the holders of a majority of such Registrable Units may reasonably request); use its
commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in which such Registration Statement or Prospectus, as applicable, is required to be kept effective; and do any and
all other acts and things which may be reasonably necessary or advisable to enable each seller to consummate the disposition of the Registrable Units owned by such seller in such jurisdictions (provided, however, that BREP will not be required to
(A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (B) subject itself to taxation in any such jurisdiction, or (C) consent to general service of
process in any such jurisdiction); 

  

	 	(vi)	promptly notify each seller and each underwriter and (if requested by any such Person) confirm such notice in writing (A) when any supplement or amendment to the
Registration Statement or Prospectus, as applicable, has been filed following the Effective Date, and when the same has become effective, (B) of the issuance 


 
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by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Units under state securities or
“blue sky” laws or the initiation of any proceedings for that purpose, and (C) of the happening of any event which makes any statement made in the Registration Statement or Prospectus, as applicable, untrue or which requires the
making of any changes in such Registration Statement or Prospectus, as applicable, or documents so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and, as promptly as practicable thereafter, prepare and file with the SEC and the applicable Canadian Commissions (as applicable) and furnish a supplement or amendment to such Registration Statement or
Prospectus, as applicable, so that, as thereafter deliverable to the purchasers of such Registrable Units, such Registration Statement, or Prospectus, as applicable, will not contain any untrue statement of a material fact or omit a material fact
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; 

  

	 	(vii)	permit any selling Holder, which in such Holder’s sole and exclusive judgment, might reasonably be deemed to be an underwriter or a controlling person of BREP, to
participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to BREP in writing, which in the reasonable judgment of such Holder and its counsel should be included;


  

	 	(viii)	make reasonably available personnel, as selected by the Holders of a majority of the Registrable Units included in such registration, for assistance in the selling
effort relating to the Registrable Units covered by such registration, including, but not limited to, the participation of such members of BREP’s management in road show presentations; 


 

	 	(ix)	otherwise use its commercially reasonable efforts to comply with all applicable Securities Laws, and make generally available to BREP’s securityholders an earnings
statement satisfying the provisions of Section 11(a) of the U.S. Securities Act no later than thirty (30) days after the end of the twelve (12) month period beginning with the first day of BREP’s first fiscal quarter commencing
after the Effective Date, which earnings statement shall cover said twelve (12) month period, and which requirement will be deemed to be satisfied if BREP timely files complete and accurate information on Forms 20-F and 6-K under the Exchange
Act which otherwise complies with Rule 158 under the U.S. Securities Act; 

  
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	 	(x)	if requested by the managing underwriter or any seller promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing
underwriter or any seller reasonably requests to be included therein, including, without limitation, with respect to the Registrable Units being sold by such seller, the purchase price being paid therefor by the underwriters and with respect to any
other terms of the underwritten offering of the Registrable Units to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment; 


 

	 	(xi)	as promptly as practicable after filing of any document which is incorporated by reference into the Registration Statement or Prospectus, as applicable (in the form in
which it was incorporated), deliver a copy of each such document to each seller; 

  

	 	(xii)	cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends
unless required under applicable law) representing securities sold under any Registration Statement or Prospectus, as applicable, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such
sellers may request and keep available and make available to BREP’s transfer agent prior to the Effective Date a supply of such certificates; 

  

	 	(xiii)	promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any Registration Statement or Prospectus, as
applicable, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of
BREP (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause BREP’s officers, directors and employees to supply all information requested by any
such Inspector in connection with such Registration Statement or Prospectus, as applicable; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the Registration Statement or
Prospectus, as applicable, or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, BREP shall not be required to provide any information under this subparagraph (xiii) if
(A) BREP believes, after consultation with 

  
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counsel for BREP, that to do so would cause BREP to forfeit an attorney-client privilege that was applicable to such information or (B) if either (1) BREP has requested and been granted
from the SEC or a Canadian Commission confidential treatment of such information contained in any filing with the SEC or a Canadian Commission or documents provided supplementally or otherwise or (2) BREP reasonably determines in good faith
that such Records are confidential and so notifies the Inspectors in writing, unless prior to furnishing any such information with respect to clause (B) such Holder of Registrable Units requesting such information agrees to enter into a
confidentiality agreement in customary form and subject to customary exceptions; and provided, further, that each Holder of Registrable Units agrees that it will, upon learning that disclosure of such Records is sought in a court of competent
jurisdiction, give notice to BREP and allow BREP, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; 


 

	 	(xiv)	furnish to each seller and underwriter a signed counterpart of (A) an opinion or opinions of counsel to BREP, (B) a comfort letter or comfort letters from
BREP’s independent auditors, addressed to the underwriters, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the managing underwriter reasonably requests and
(C) if a Prospectus is filed in Quebec, opinions of Quebec counsel to BREP and the auditors of BREP addressed to the Holder and the underwriter or underwriters of such distribution relating to the translation of the Prospectus;


  

	 	(xv)	cause the Registrable Units included in any Prospectus or Registration Statement, as applicable to be listed on the Toronto Stock Exchange and on the New York Stock
Exchange; 

  

	 	(xvi)	provide a transfer agent and registrar for all Registrable Units registered hereunder; 


 

	 	(xvii)	cooperate with each seller and each underwriter participating in the disposition of such Registrable Units and their respective counsel in connection with any filings
required to be made with FINRA; 

  

	 	(xviii)	during the period when the Registration Statement or Prospectus, as applicable, is required to be delivered under the applicable Securities Laws, promptly file all
documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act or with the Canadian Commissions pursuant to Canadian Securities Laws; 


 
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	 	(xix)	notify each seller of Registrable Units promptly of any request by the SEC or a Canadian Commission for the amending or supplementing of such Registration Statement or
Prospectus, as applicable, or for additional information; 

  

	 	(xx)	enter into such agreements (including underwriting agreements in the managing underwriter’s customary form) as are customary in connection with an underwritten
registration; and 

  

	 	(xxi)	advise each seller of such Registrable Units, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order or ruling by the SEC
or a Canadian Commission suspending the effectiveness of such Registration Statement or Prospectus, as applicable, or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent
the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued. 

  

	2.6	Suspension of Dispositions 


Each Holder agrees by acquisition of any Registrable Units that, upon receipt of any notice (a “Suspension Notice”) from
BREP of the happening of any event of the kind described in Section 2.5(vi)(C) such Holder will forthwith discontinue disposition of Registrable Units until such Holder’s receipt of the copies of the supplemented or amended prospectus, or
until it is advised in writing (the “Advice”) by BREP that the use of the Registration Statement or Prospectus, as applicable, may be resumed, and has received copies of any additional or supplemental filings which are incorporated
by reference in the Registration Statement or Prospectus, as applicable, and, if so directed by BREP, such Holder will deliver to BREP all copies, other than permanent file copies then in such Holder’s possession, of the Registration Statement
or Prospectus, as applicable, covering such Registrable Units current at the time of receipt of such notice. In the event BREP shall give any such notice, the time period regarding the effectiveness of Registration Statements or Prospectuses, as
applicable, set forth in Sections 2.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable
Units covered by such Registration Statement or Prospectus, as applicable, shall have received the copies of the supplemented or amended prospectus or the Advice. BREP shall use its commercially reasonable efforts and take such actions as are
reasonably necessary to render the Advice as promptly as practicable. 
  

	2.7	Registration Expenses 


All fees and expenses incident to any registration including, without limitation, BREP’s performance of or compliance with this
Article 2, all registration and filing fees, all fees and expenses associated with filings required to be made with FINRA (including, if applicable, the reasonable fees and expenses of any “qualified independent 

 
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underwriter” as such term is defined in Schedule E of the By-Laws of FINRA, and of its counsel), as may be required by the rules and regulations of FINRA, fees and expenses of compliance
with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable Units), rating agency fees, printing expenses (including expenses of
printing certificates for the Registrable Units and of printing prospectuses), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable Units, fees and expenses of counsel for
BREP and its independent auditors (including the expenses of any special audit or “cold comfort” letters required by or incident to such performance), the fees and expenses of any special experts retained by BREP in connection with such
registration, and the fees and expenses of other persons retained by BREP, will be borne by BREP (unless paid by a security holder that is not a Holder for whose account the registration is being effected) whether or not any Registration Statement
or Prospectus becomes Effective; provided, however, that any underwriting discounts, commissions, or fees attributable to the sale of the Registrable Units will be borne by the Holders pro rata on the basis of the number of Units so registered and
the fees and expenses of any counsel, accountants, or other persons retained or employed by any Holder will be borne by such Holder. 
  

	2.8	Indemnification 

 2.8.1
BREP agrees to indemnify and reimburse, to the fullest extent permitted by law, each seller of Registrable Units, and each of its employees, advisors, agents, representatives, partners, officers, and directors and each Person who Controls such
seller and any agent or investment advisor thereof (collectively, the “Seller Affiliates”) (A) against any and all losses, claims, damages, liabilities, and expenses, joint or several (including, without limitation, reasonable
attorneys’ fees and disbursements except as limited by Section 2.8.3) based upon, arising out of, related to or resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus
or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) against any and all loss, liability, claim,
damage, and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based
upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission, and (C) against any and all costs and expenses (including reasonable fees and disbursements of counsel) as may be
reasonably incurred in investigating, preparing, or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon, arising out of, related to or
resulting from any such untrue statement or omission or alleged untrue statement or omission, or violation of the Securities Laws, to the extent that any such expense or cost is not paid under subparagraph (A) or (B) above; except insofar
as any such statements are made in reliance upon and in strict conformity with information furnished in writing to BREP by such seller or any Seller Affiliate for use therein or arise from such seller’s or any Seller 

 
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Affiliate’s failure to deliver a copy of the Registration Statement or Prospectus or any amendments or supplements thereto after BREP has furnished such seller or Seller Affiliate with a
sufficient number of copies of the same. The reimbursements required by this Section 2.8.1 will be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred. 

2.8.2 In connection with any Registration Statement or Prospectus in which a seller of Registrable Units is participating, each such
seller will furnish to BREP in writing such information and affidavits as BREP reasonably requests for use in connection with any such Registration Statement or Prospectus, as applicable, and, to the fullest extent permitted by law, each such seller
will indemnify BREP and each of its employees, advisors, agents, representatives, partners, officers and directors and each Person who Controls BREP (excluding such Seller or any Seller Affiliate) and any agent or investment advisor thereof against
any and all losses, claims, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees and disbursements except as limited by Section 2.8.3) resulting from any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or Prospectus, as applicable, or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information or affidavit so furnished in writing by such seller or any of its Seller
Affiliates specifically for inclusion in the Registration Statement or Prospectus, as applicable; provided that the obligation to indemnify will be several, not joint and several, among such sellers of Registrable Units, and the liability of each
such seller of Registrable Units will be in proportion to, and will be limited to, the net amount received by such seller from the sale of Registrable Units pursuant to such Registration Statement or Prospectus, as applicable; provided, however,
that such seller of Registrable Units shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or Prospectus, as applicable, or amendment thereof or supplement thereto, such seller has furnished
in writing to BREP information expressly for use in such Registration Statement or Prospectus, as applicable, or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to BREP. 

2.8.3 Any Person entitled to indemnification hereunder will (A) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification (provided that the failure to give such notice shall not limit the rights of such Person) and (B) unless in such indemnified party’s reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any person entitled
to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of 

 
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such person unless (X) the indemnifying party has agreed to pay such fees or expenses, (Y) the indemnifying party shall have failed to assume the defense of such claim and employ
counsel reasonably satisfactory to such person, or (Z) such counsel has been retained due to a conflict as described below. If such defense is not assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be
subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed). If such defense is assumed by the indemnifying party pursuant to the provisions hereof,
such indemnifying party shall not settle or otherwise compromise the applicable claim unless (1) such settlement or compromise contains a full and unconditional release of the indemnified party without any admission of liability on the part of
such indemnified party or (2) the indemnified party otherwise consents in writing. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to such claim (together with appropriate local counsel), unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or counsels. 

2.8.4 Each party hereto agrees that, if for any reason the indemnification provisions contemplated by Section 2.8.1 or
Section 2.8.2 are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities, or expenses (or actions in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, liabilities, or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party in connection with the actions which resulted in the losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such
indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 2.8.4 were determined by pro rata allocation (even if the Holders or any underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in this Section 2.8.4. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities, or expenses (or actions in respect thereof) referred to above
shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or, except as provided in Section 2.8.3, defending any such action or claim. Notwithstanding the

  
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provisions of this Section 2.8.4, no Holder shall be required to contribute an amount greater than the dollar amount by which the net proceeds received by such Holder with respect to the
sale of any Registrable Units exceeds the amount of damages which such Holder has otherwise been required to pay by reason of any and all untrue or alleged untrue statements of material fact or omissions or alleged omissions of material fact made in
any Registration Statement or Prospectus, as applicable, or any amendment thereof or supplement thereto related to such sale of Registrable Units. No person guilty of fraudulent misrepresentation shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. The Holders’ obligations in this Section 2.8.4 to contribute shall be several in proportion to the amount of Registrable Units registered by them and not joint. 

2.8.5 If indemnification is available under this Section 2.8, the indemnifying parties shall indemnify each indemnified party to the
full extent provided in Section 2.8.1 and Section 2.8.2 without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in Section 2.8.4 subject, in the case of
the Holders, to the limited dollar amounts set forth in Section 2.8.2. 
 2.8.6 The indemnification and contribution
provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, or controlling Person of such indemnified party and will survive the
transfer of securities. 
  

	2.9	Transfer of Registration Rights 

 The rights of each Holder under this Agreement may, in the Holder’s discretion, be assigned, in whole or in part, to any direct or indirect transferee of all or any portion of such Holder’s
Registrable Units who agrees in writing to be subject to and bound by all the terms and conditions of this Agreement. For greater clarity, in the case of a transfer of less than all of such Holder’s Registrable Units, no such assignment will
limit or otherwise impair the transferor’s rights under this Agreement. 
  

	2.10	Current Public Information 


BREP will file the reports required to be filed by it under applicable Securities Laws (or, if BREP is not required to file such reports,
will, upon the request of the Holders, make publicly available other information) and will take such further action as any of the Holders may reasonably request, all to the extent required from time to time to enable the Holders to sell Units
without registration under, and subject to the limitations of, applicable Securities Laws. Upon the reasonable request of any Holder, BREP will deliver to such parties a written statement as to whether it has complied with such requirements and
will, at its expense, forthwith upon the request of any such Holder, deliver to such Holder a certificate, signed by an officer, stating (a) BREP’s name, address and telephone number (including area code), (b) BREP’s Internal
Revenue Service identification number, (c) BREP’s SEC and SEDAR file numbers, (d) the number 
  

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of Units outstanding as shown by the most recent report or statement published by BREP, and (e) whether BREP has filed the reports required to be filed under the Exchange Act for a period or
at least ninety (90) days prior to the date of such certificate and in addition has filed the most recent annual report required to be filed thereunder. 
  

	2.11	Preservation of Rights 


BREP will not directly or indirectly (i) grant any registration rights to third parties which are more favorable than or inconsistent
with the rights granted hereunder or (ii) enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates or subordinates the rights expressly granted to the Holders in this Agreement.

 ARTICLE 3 
 TERMINATION 
  

	3.1	Termination 

 The Holders
may exercise the registration rights granted hereunder in such manner and proportions as they shall agree among themselves. The registration rights hereunder shall cease to apply to any particular Registrable Unit when: (a) a Registration
Statement or Prospectus, as applicable, with respect to the sale of such Units (or other securities) shall have become Effective and such Units shall have been disposed of in accordance with such Registration Statement or Prospectus, as applicable;
(b) such Units (or other securities) shall have been sold to the public pursuant to an exemption under applicable Securities Laws; (c) such Units (or other securities) shall have been otherwise transferred, new certificates for them not
bearing a legend restricting further transfer shall have been delivered by BREP and subsequent public distribution of them shall not require registration under applicable Securities Laws; (d) such Units (or other securities) shall have ceased
to be outstanding or (e) such Registrable Units are eligible for sale pursuant to Rule 144(b)(1) (without the requirement for BREP to be in compliance with the current public information required under Rule 144) under the U.S. Securities
Act (or any successor provision). BREP shall promptly upon the request of any Holder furnish to such Holder evidence of the number of Registrable Units then outstanding. 
 ARTICLE 4 
 MISCELLANEOUS 

 

	4.1	Enurement 

 This Agreement
will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. 
  

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	4.2	Notices 

 Any notice or
other communication required or permitted to be given hereunder will be in writing and will be given by prepaid first-class mail, by facsimile or other means of electronic communication or by hand-delivery as hereinafter provided. Any such notice or
other communication, if mailed by prepaid first-class mail at any time other than during a general discontinuance of postal service due to strike, lockout or otherwise, will be deemed to have been received on the fourth Business Day after the
post-marked date thereof, or if sent by facsimile or other means of electronic communication, will be deemed to have been received on the Business Day following the sending, or if delivered by hand will be deemed to have been received at the time it
is delivered to the applicable address noted below either to the individual designated below or to an individual at such address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address will also be
governed by this section. In the event of a general discontinuance of postal service due to strike, lock-out or otherwise, notices or other communications will be delivered by hand or sent by facsimile or other means of electronic communication and
will be deemed to have been received in accordance with this section. Notices and other communications will be addressed as follows: 
 4.2.1 if to BRPI: 
 Brookfield Renewable Power Inc. 

Brookfield Place, 181 Bay Street 
 Suite 300, P.O. Box 762 
 Toronto, Ontario M5J 2T3 

Attention: Counsel 
 Facsimile: 416-363-2856 
 4.2.2 if to BREP: 

2288509 Ontario Inc. 
 c/o Appleby Corporate Services 
 Canon’s Court 

22 Victoria Street 
 PO Box HM 1179 
 Hamilton HM 12 

Bermuda 
 Attention: Secretary 
 Facsimile: 441-298-3433 

or to such other addresses or facsimile numbers as a party may from time to time notify the other in accordance with this Section 4.2. 

 
 [REGISTRATION RIGHTS AGR_BRPI & BREP] 

24 







 If to any other Holder, the address indicated for such Holder in BREP’s stock transfer
records with copies, so long as BRPI owns any Registrable Units, to BRPI as provided above. 
  

	4.3	Authority 

 Each of the
parties hereto represents to the other that (i) it has the corporate or partnership power and authority to execute, deliver and perform this Agreement, (ii) the execution, delivery and performance of this Agreement by it has been duly
authorized by all necessary corporate or partnership action and no such further action is required, (iii) it has duly and validly executed and delivered this Agreement, and (iv) this Agreement is a legal, valid and binding obligation,
enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles. 

 

	4.4	Further Assurances 

 Each
of the parties hereto will promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require from time to time for the purpose of
giving effect to this Agreement and will use commercially reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement. 

 

	4.5	Counterparts 

 This
Agreement may be signed in counterparts and each of such counterparts will constitute an original document and such counterparts, taken together, will constitute one and the same instrument. 

[NEXT PAGE IS SIGNATURE PAGE] 
  

[REGISTRATION RIGHTS AGR_BRPI & BREP] 
 25 







 IN WITNESS WHEREOF the parties have executed this Agreement as of the
day and year first above written. 
  

			
	BROOKFIELD RENEWABLE POWER INC.
		
	By:	 	/s/ “ Patricia Bood”        
		 	 Name: Patricia Bood
 Title:
Authorized Signatory



  

			
	 BROOKFIELD RENEWABLE ENERGY
 PARTNERS L.P. by its general partner 2288509 ONTARIO INC.

		
	By:	 	/s/ “ Jane Sheere”        
		 	 Name: Jane Sheere
 Title:
Authorized Signatory



  
 [REGISTRATION RIGHTS
AGR_BRPI & BREP]