Exhibit 4.2


 


BROOKFIELD ASSET MANAGEMENT INC.


 


- and -


 


BROOKFIELD BUSINESS CORPORATION


 


- and –


 


BROOKFIELD BUSINESS PARTNERS L.P.


 


	REGISTRATION RIGHTS AGREEMENT


 


March 15th, 2022


 






    	 	 	 



     

    

 


Table of Contents


 


		Page
	 	 
	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	7
	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	Registration Procedures	12
	2.5	Suspension of Dispositions	17
	2.6	Registration Expenses	17
	2.7	Indemnification	18
	2.8	Transfer of Registration Rights	21
	2.9	Current Public Information	21
	2.10	Preservation of Rights	21
	2.11	Obligations of BBU	21
	Article 3 TERMINATION	22
	3.1	Termination	22
	Article 4 MISCELLANEOUS	22
	4.1	Enurement	22
	4.2	Notices	23
	4.3	Authority	24
	4.4	Further Assurances	24
	4.5	Counterparts	24






 






    	 	- i -	 



     

    

 


REGISTRATION RIGHTS AGREEMENT


 


THIS AGREEMENT made
as of the 15th day of March, 2022


 


B E T W E E N:


 


BROOKFIELD ASSET MANAGEMENT INC.
(“Brookfield”)


 


- and -


 


BROOKFIELD BUSINESS CORPORATION (“BBUC”)


 


-and –


 


BROOKFIELD BUSINESS PARTNERS L.P. (“BBU”)


 


RECITALS:


 


WHEREAS, BBUC desires
to provide the Holders (as defined herein) with the registration rights specified in this Agreement with respect to Registrable Shares
(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 2.5;


 


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


 


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


 


1.1.7         “Brookfield”
has the meaning assigned to such term in the preamble;


 


1.1.8         “Business
Day” means every day except a Saturday or Sunday, or a day which is a statutory or civic holiday in the Province of Ontario
or the State of New York;


 


1.1.9         “Canadian
Commissions” means the securities commissions or other securities regulatory authorities in each of the provinces and 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;


 


1.1.10       “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;


 


1.1.11       “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 greater 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;


 


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


 


1.1.15       “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;


 


1.1.16       “Effective
Date” means the date a Registration Statement or Prospectus becomes Effective;


 






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1.1.17        “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, (iii) securities registered to effect the
acquisition of, or combination with, another Person and (iv) securities pursuant to an exchange offer or any employee benefit or
dividend reinvestment plan;


 


1.1.18        “FINRA”
means Financial Industry Regulatory Authority, Inc.;


 


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), director(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 that serves a similar function (or if any such general partner or managing 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
or managing director;


 


1.1.20        “Holder”
means (i) Brookfield, (ii) any subsidiary of Brookfield holding Registrable Shares, and (iii) any direct or indirect transferee
of Brookfield or any of its subsidiaries who shall become a party to this Agreement in accordance with Section 2.8 and has agreed
in writing to be bound by the terms of this Agreement, provided that “Holder” shall not include BBUC and its subsidiaries;


 


1.1.21        “Inspectors”
has the meaning assigned to such term in Section 2.4(m);


 


1.1.22        “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;


 


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


 


1.1.24        “POP
Issuer” means an issuer eligible to use the POP System or equivalent system established from time to time by the Canadian Commissions;


 


1.1.25        “POP
System” means the prompt offering prospectus qualification system under National Instrument 44-101 of the Canadian Securities
Administrators entitled “Short Form Prospectus Distributions”;


 






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1.1.26            “Prospectus”
means a prospectus (including a Shelf Prospectus), including any amendment or supplement 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;


 


1.1.27            “Records”
has the meaning assigned to such term in Section 2.4(m);


 


1.1.28            “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;


 


1.1.29            “Registrable
Shares” means the Shares owned by Holders from time to time, including Shares issuable to Holders on the conversion of securities
convertible, exchangeable or exercisable into Shares owned by a Holder, together with any securities owned by Holders issued with respect
to such Shares by way of dividend or split or in connection with a combination of shares, recapitalization, merger, consolidation, amalgamation,
arrangement or other reorganization; provided, however, that Shares that, pursuant to Section 3.1, no longer have registration rights
hereunder shall not be considered Registrable Shares;


 


1.1.30            “Registration
Statement” means a registration statement under the U.S. Securities Act (which includes any preliminary prospectus, prospectus,
prospectus supplement or free writing prospectus used in connection therewith);


 


1.1.31            “Requesting
Holders” shall mean any Holder(s) requesting to have its (their) Registrable Shares included in any Demand Registration
or Shelf Registration;


 


1.1.32            “Required
Filing Date” has the meaning assigned to such term in Section 2.1.1(b);


 


1.1.33            “SEC”
means the U.S. Securities and Exchange Commission or any other federal agency at the time administering the U.S. Securities Act;


 


1.1.34            “Securities
Laws” means Canadian Securities Laws and/or U.S. Securities Laws, as applicable;


 


1.1.35            “Seller
Affiliates” has the meaning assigned to such term in Section 2.7.1;


 


1.1.36            “Shares”
means class A exchangeable subordinate voting shares of BBUC;


 


1.1.37            “Shelf
Prospectus” means a shelf prospectus of BBUC filed with the Canadian Commissions under Canadian Securities Laws for offers and
secondary sales of Registrable Shares on a continuous basis;


 






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1.1.38            “Shelf
Registration” means a registration of the Registrable Shares under a registration statement pursuant to Rule 415 under
the U.S. Securities Act;


 


1.1.39            “Suspension
Notice” has the meaning assigned to such term in Section 2.5;


 


1.1.40            “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;


 


1.1.41            “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


 


1.1.42            “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.


 






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		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 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 BBUC, BBU and Brookfield (so long as Brookfield owns any Shares) and the Holders of a majority of the
then outstanding Registrable Shares.


 


		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 BBUC to file a Registration
Statement and/or a Prospectus for a public offering of all or part of its Registrable Shares (a “Demand Registration”),
by delivering to BBUC written notice stating that such right is being exercised, naming the Holders whose Registrable Shares are to be
included in such registration (collectively, the “Demanding Shareholders”), specifying the number of each such Demanding
Shareholder’s Registrable Shares 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 Shares proposed to be sold. Subject
to Section 2.1.6, BBUC 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 reasonable best efforts to cause the same to be declared Effective as promptly as practicable after such filing; provided, however,
that:



 


		(i)	BBUC 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)	BBUC 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) a number of Registrable Shares with a market value that
is equal to at least $50,000,000 as of the date of such Demand Request, or (B) all of the Registrable Shares then held by the Demanding
Shareholder.



 


2.1.2            Shelf
Registration. With respect to any Demand Registration, the Requesting Holders may request BBUC to file a Shelf Prospectus or effect
a Shelf Registration, provided that BBUC is permitted to do so under Canadian Securities Laws and/or U.S. Securities Laws, as applicable.


 


2.1.3            Selection
of Underwriters. At the request of a Requesting Holder, the offering of Registrable Shares 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 BBUC, 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
(a) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements described above
and (b) 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 Shares 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 Shares, 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 its Registrable
Shares pursuant to such registration.


 


2.1.4            Rights
of Non-Requesting Holders. Upon receipt of any Demand Request, BBUC 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 BBUC
within twenty (20) days of their receipt of BBUC’s notice, to elect to include in such Demand Registration such portion of their
Registrable Shares as they may request. All Holders requesting to have their Registrable Shares included in a Demand Registration in accordance
with the preceding sentence and all Demanding Shareholders shall be deemed to be “Requesting Holders” for purposes
of this Section 2.1. BBUC shall also have the right to issue and sell Shares in such Demand Registration, subject to Section 2.1.5.


 






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2.1.5            Priority
on Demand Registrations. No securities to be sold for the account of any Person (including BBUC) 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 BBUC) pursuant to the immediately preceding sentence,
the amount of Registrable Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause
an Adverse Effect, the Registrable Shares of the Requesting Holders to be included in such Demand Registration shall equal the number
of Registrable Shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such Registrable
Shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Shares requested to be included
in such registration by each such Requesting Holder.


 


2.1.6            Deferral
of Filing. BBUC 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 (a) at the time BBUC receives
the Demand Request, BBUC 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 BBUC determines in good faith that such disclosure would be materially detrimental
to BBUC and its shareholders, (b) prior to receiving the Demand Request, BBUC had determined to effect a registered underwritten
public offering of BBUC’s securities for BBUC’s account and BBUC has 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 (c) at
the time BBUC receives the Demand Request, BBUC 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 (a) 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 (b) of the preceding sentence, the proposed registration for BBUC’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, BBUC 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 BBUC or the Board of Directors of BBUC stating that BBUC 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 BBUC; if withdrawn, the Demand Request shall
be deemed not to have been made for all purposes of this Agreement. BBUC may defer the filing of a particular Registration Statement or
Prospectus, as applicable, pursuant to this Section 2.1.6 only once.


 






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		2.2	Piggyback Registrations



 


2.2.1            Right
to Piggyback. Each time BBUC proposes to (a) 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 BBUC or the account of any securityholder
of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf
Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as
a “Piggyback Registration”), BBUC shall give prompt written notice to each Holder of Registrable Shares, which notice
shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration
or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable
Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating
the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (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 Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable,
pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior
to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below,
BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested
to be included therein; provided, however, that BBUC 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. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning
a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domain.


 






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2.2.2            Priority
on Piggyback Registrations


 


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



 


		(b)	No Holder may participate in any Registration Statement, Shelf Registration or Prospectus, as applicable,
in respect of a Piggyback Registration hereunder unless such Holder (i) agrees to sell such Holder’s Registrable Shares on
the basis provided in any underwriting arrangements approved by BBUC and (ii) 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 (A) such Holder’s ownership of Registrable Shares
to be sold or transferred free and clear of all liens, claims, and encumbrances, (B) such Holder’s power and authority to effect
such transfer, and (C) 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 Shares, 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 its Registrable
Shares pursuant to such Registration Statement, Shelf Registration or Prospectus.



 


		2.3	Short-Form Filings



 


		(a)	Shelf Registration Statement. BBUC shall use its reasonable best efforts to cause Demand Registrations
in the United States to be registered on a shelf registration statement on an appropriate form (including, but not limited to, Form F-10,
Form F-3 or Form S-3, as may be applicable, or their successor forms, but excluding Form S-8, Form S-4 or Form F-4,
or their successor forms, or any other form for a similar purpose) once BBUC becomes eligible to use any such form, and BBUC shall use
its reasonable best efforts to remain so eligible to use any such form.



 






    	 	11	 



     

    

 


		(b)	Short-Form Prospectus. BBUC shall use its reasonable best 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,
BBUC 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 BBUC 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, BBUC shall proceed by way of long-form Prospectus.



 


		2.4	Registration Procedures



 


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


 


		(a)	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 Shares and use its reasonable
best 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, BBUC 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 BBUC 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;



 


		(b)	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;



 






    	 	12	 



     

    

 


		(c)	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 Shelf Registration or Shelf Prospectus, as applicable, as
may be necessary to keep such Shelf Registration or Shelf Prospectus, as applicable, effective and to comply with the provisions of the
applicable Securities Laws with respect to the disposition of all Registrable Shares subject thereto for a period ending on the earlier
of (i) twenty four (24) months after the Effective Date and (ii) the date on which all the Registrable Shares subject thereto
have been sold pursuant to such Shelf Registration or Shelf Prospectus, as applicable;



 


		(d)	furnish to each seller of Registrable Shares and the underwriters of the securities being registered such
number of copies of such Registration Statement, Shelf Registration or Prospectus, as applicable (in the English language and, if required,
the 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 Shares owned by such seller
or the sale of such securities by such underwriters (it being understood that, subject to Section 2.5 and the requirements of the
applicable Securities Laws, BBUC consents to the use of the Registration Statement, Shelf Registration 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
Shares covered by the Registration Statement, Shelf Registration or Prospectus, as applicable);



 


		(e)	use its reasonable best efforts to register or qualify such Registrable Shares under such other securities
or “blue sky” laws of such jurisdictions as the managing underwriter reasonably requests (or, in the event the Registration
Statement, Shelf Registration or Prospectus, as applicable, does not relate to an underwritten offering, as the holders of a majority
of such Registrable Shares may reasonably request); use its reasonable best efforts to keep each such registration or qualification (or
exemption therefrom) effective during the period in which such Registration Statement, Shelf Registration 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 Shares owned by such seller in such jurisdictions (provided, however, that BBUC
will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of
process in any such jurisdiction);



 






    	 	13	 



     

    

 


		(f)	notify each seller of Registrable Shares and each underwriter and (if requested by any such Person) confirm
such notice in writing (i) when any supplement or amendment to the Registration Statement, Shelf Registration or Prospectus, as applicable,
has been filed following the Effective Date, and when the same has become effective, (ii) of the issuance by any state securities
or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Shares
under state securities or “blue sky” laws or the initiation of any proceedings for that purpose, and (iii) of the happening
of any event which makes any statement made in the Registration Statement, Shelf Registration or Prospectus, as applicable, untrue or
which requires the making of any changes in such Registration Statement, Shelf Registration 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, Shelf Registration
or Prospectus, as applicable, so that, as thereafter deliverable to the purchasers of such Registrable Shares, such Registration Statement,
Shelf Registration 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;



 


		(g)	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 BBUC, to participate in the preparation of such Registration Statement, Shelf
Registration or Prospectus, as applicable, and to require the insertion therein of material, furnished to BBUC in writing, which in the
reasonable judgment of such Holder and its counsel should be included;



 


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



 


		(i)	otherwise use its reasonable best efforts to comply with all applicable Securities Laws, and make generally
available to BBUC’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 BBUC’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 BBUC 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;



 


		(j)	if requested by the managing underwriter or any seller of Registrable Shares, 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 Shares 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 Shares to
be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;



 






    	 	14	 



     

    

 


		(k)	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 of Registrable Shares;



 


		(l)	cooperate with the sellers of Registrable Shares 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 BBUC’s
transfer agent prior to the Effective Date a supply of such certificates;



 


		(m)	make available for inspection by any seller of Registrable Shares, 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 BBUC (collectively, the “Records”), as shall be reasonably necessary to enable
them to exercise their due diligence responsibility, and cause BBUC’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,
BBUC shall not be required to provide any information under this subparagraph (m) if (i) BBUC believes, after consultation with
counsel for BBUC, that to do so would cause BBUC to forfeit an attorney-client privilege that was applicable to such information or (ii) if
either (x) BBUC 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 (y) BBUC 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 (ii) such Holder of Registrable Shares 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 Shares agrees
that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to BBUC and allow
BBUC, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;



 






    	 	15	 



     

    

 


		(n)	furnish to each seller of Registrable Shares and underwriter a signed counterpart of (i) an opinion
or opinions of counsel to BBUC, (ii) a comfort letter or comfort letters from BBUC’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 (iii) if a Prospectus is filed in Quebec, opinions of Quebec counsel
to BBUC and the auditors of BBUC addressed to the Holder and the underwriter or underwriters of such distribution relating to the translation
of the Prospectus;



 


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



 


		(p)	provide and cause to be maintained a transfer agent and registrar for all Registrable Shares registered
hereunder;



 


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



 


		(r)	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;



 


		(s)	notify each seller of Registrable Shares 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;



 


		(t)	enter into such agreements (including underwriting agreements in the managing underwriter’s customary
form) as are customary in connection with an underwritten registration; and



 


		(u)	advise each seller of such Registrable Shares, 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 reasonable
best 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.



 






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		2.5	Suspension of Dispositions



 


Each Holder agrees by acquisition
of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from BBUC of the happening of any
event of the kind described in Section 2.4(f)(iii) such Holder will forthwith discontinue disposition of Registrable Shares
until such Holder’s receipt of the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, or
until it is advised in writing (the “Advice”) by BBUC 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 BBUC, such Holder will deliver to BBUC all copies, other than
permanent file copies then in such Holder’s possession, of the Registration Statement or Prospectus, as applicable, covering such
Registrable Shares current at the time of receipt of such notice. In the event BBUC shall give any such notice, the time period regarding
the effectiveness of Registration Statements or Prospectuses, as applicable, set forth in Sections 2.4(b) and 2.4(c) 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 Shares covered by such Registration Statement or Prospectus, as applicable, shall have received
the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, or the Advice. BBUC shall use its reasonable
best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.


 


		2.6	Registration Expenses



 


All fees and expenses incident
to any registration including, without limitation, BBUC’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 underwriter” 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 Shares), rating agency fees, printing expenses
(including expenses of printing certificates for the Registrable Shares and of printing prospectuses), messenger and delivery expenses,
the fees and expenses incurred in connection with any listing or quotation of the Registrable Shares, fees and expenses of counsel for
BBUC 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 BBUC in connection with such registration, and the fees
and expenses of other persons retained by BBUC, will be borne by BBUC (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 Shares will be borne by the Holders
pro rata on the basis of the number of Shares 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.


 






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		2.7	Indemnification



 


2.7.1            BBUC
agrees to indemnify and reimburse, to the fullest extent permitted by law, each seller of Registrable Shares, 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 2.7.3) 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 BBUC by such seller or any Seller Affiliate for use therein or arise from such seller’s
or any Seller Affiliate’s failure to deliver a copy of the Registration Statement or Prospectus or any amendments or supplements
thereto after BBUC has furnished such seller or Seller Affiliate with a sufficient number of copies of the same. The reimbursements required
by this Section 2.7.1 will be made by periodic payments during the course of the investigation or defense, as and when bills are
received or expenses incurred.


 


2.7.2            In
connection with any Registration Statement or Prospectus in which a seller of Registrable Shares is participating, each such seller will
furnish to BBUC and/or BBU in writing such information and affidavits as BBUC and/or BBU 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
BBUC, BBU and each of their respective employees, advisors, agents, representatives, partners, officers and directors and each Person
who Controls BBUC or BBU, as applicable (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 2.7.3) 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 Shares,
and the liability of each such seller of Registrable Shares will be in proportion to, and will be limited to, the net amount received
by such seller from the sale of Registrable Shares pursuant to such Registration Statement or Prospectus, as applicable; provided, however,
that such seller of Registrable Shares 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 BBUC and/or
BBU 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 BBUC and/or BBU.


 






    	 	18	 



     

    

 


2.7.3            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 such person
unless (i) the indemnifying party has agreed to pay such fees or expenses, (ii) the indemnifying party shall have failed to
assume the defense of such claim and employ counsel reasonably satisfactory to such person, or (iii) 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 (A) 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
(B) 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.


 






    	 	19	 



     

    

 


2.7.4            Each
party hereto agrees that, if for any reason the indemnification provisions contemplated by Section 2.7.1 or Section 2.7.2 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 2.7.4
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 2.7.4.
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 2.7.3, defending any such action or claim. Notwithstanding
the provisions of this Section 2.7.4, 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 Shares 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 Shares. 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 2.7.4 to contribute
shall be several in proportion to the amount of Registrable Shares registered by them and not joint.


 


2.7.5            If
indemnification is available under this Section 2.7, the indemnifying parties shall indemnify each indemnified party to the full
extent provided in Section 2.7.1 and Section 2.7.2 without regard to the relative fault of said indemnifying party or indemnified
party or any other equitable consideration provided for in Section 2.7.4 subject, in the case of the Holders, to the limited dollar
amounts set forth in Section 2.7.2.


 






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2.7.6            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.


 


		2.8	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 Shares who agrees in writing to be subject to and bound by all the terms and conditions
of this Agreement. For greater certainty, in the case of a transfer of less than all of such Holder’s Registrable Shares, no such
assignment will limit or otherwise impair the transferor’s rights under this Agreement.


 


		2.9	Current Public Information



 


BBUC will file the reports
required to be filed by it under applicable Securities Laws (or, if BBUC 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 Registrable Securities without registration under, and subject
to the limitations of, applicable Securities Laws. Upon the reasonable request of any Holder, BBUC 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) BBUC’s name, address and telephone number (including
area code), (b) BBUC’s Internal Revenue Service identification number and Business Number issued by the Canada Revenue Agency,
(c) BBUC’s SEC and SEDAR file numbers, (d) the number of Shares outstanding as shown by the most recent report or statement
published by BBUC, and (e) whether BBUC has filed the reports required to be filed under the applicable Securities Laws 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.


 


		2.10	Preservation of Rights



 


BBUC will not directly or
indirectly (a) grant any registration rights to third parties which are more favorable than or inconsistent with the rights granted
hereunder or (b) 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.


 


		2.11	Obligations of BBU



 


Whenever any Holder has requested
that any Registrable Shares be registered in accordance with the terms of this Agreement, BBU shall (i) cooperate with BBUC to satisfy
BBUC’s obligations pursuant to this Agreement and participate in the preparation, as necessary, of a Registration Statement and/or
Prospectus by BBUC and (ii) take any and all such actions as may be required under this Agreement and/or applicable Securities Laws
to register the underlying limited partnership units of BBU that may be issued upon an exchange, redemption or purchase of Shares, or
as a result of the liquidation, dissolution or winding up of BBUC or BBU. The provisions of the registration rights agreement between
BBU and Brookfield dated June 1, 2016 (as amended, the “BBU-Brookfield Registration Rights Agreement”), other
than sections 2.1.1(b)(i) and 2.1.1(b)(ii) thereof, shall apply to the registration of any underlying limited partnership units
of BBU that may be delivered by Brookfield to a holder of Shares upon an exchange of Shares, mutatis mutandis, and the preparation
of a Registration Statement and/or Prospectus by BBU in connection therewith shall be deemed to be a “Demand Registration”
under the BBU-Brookfield Registration Rights Agreement without the need for Brookfield to take any further action thereunder.


 






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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 Shares when: (a) a Registration Statement or Prospectus, as applicable, with respect
to the sale of such Shares (or other securities) shall have become Effective and such Shares shall have been disposed of in accordance
with such Registration Statement or Prospectus, as applicable; (b) such Shares (or other securities) shall have been sold to the
public pursuant to an exemption under applicable Securities Laws; (c) such Shares (or other securities) shall have been otherwise
transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by BBUC and subsequent
public distribution of them shall not require registration under applicable Securities Laws; (d) such Shares (or other securities)
shall have ceased to be outstanding; or (e) such Registrable Shares are eligible for sale pursuant to Rule 144(b)(1) (without
the requirement for BBUC to be in compliance with the current public information required under Rule 144) under the U.S. Securities
Act. BBUC shall promptly upon the request of any Holder furnish to such Holder evidence of the number of Registrable Shares 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, including e-mail, 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 Brookfield:


 


Brookfield Asset
Management Inc.


Brookfield Place,
181 Bay Street


Suite 300,
P.O. Box 762


Toronto, Ontario
M5J 2T3





 


Attention:     Chief
Legal Officer


 


4.2.2       if
to BBUC:


 


Brookfield Business Corporation


250 Vesey Street, 15th Floor

New York, NY 10281-1023


 


Attention:     Chief
Financial Officer


 


4.2.3       if
to BBU:


 


Brookfield Business Partners L.P.


73 Front Street, 5th Floor

Hamilton HM12, Bermuda


 


Attention:     Chief
Financial Officer


 


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


 


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


 






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		4.3	Authority



 


Each of the parties hereto
represents to the other that (a) it has the corporate power and authority to execute, deliver and perform this Agreement, (b) the
execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate action and no such further
action is required, (c) it has duly and validly executed and delivered this Agreement, and (d) 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.


 






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


 


	 	BROOKFIELD ASSET MANAGEMENT INC.
	 	 
	 	By:	/s/
    Kathy Sarpash
	 	 	Name:Kathy Sarpash

Title:Senior Vice President


 


	 	Brookfield BUSINESS CORPORATION
	 	 
	 	By:	/s/
    A.J. Silber
	 	 	Name:A.J. Silber

Title:Director


 


	 	Brookfield BUSINESS PARTNERS L.P., by its general partner, BROOKfield BUSINESS L.P., by its general partner, BROOKFIELD BUSINESS PARTNERS LIMITED
	 	 
	 	By:	/s/
    James Bodi
	 	 	Name:James Bodi

Title:Vice President


 






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