0001193125-18-207873 Sample Contracts

AMENDED AND RESTATED CLASS B STOCK EXCHANGE AGREEMENT
Class B Stock Exchange Agreement • June 28th, 2018 • Brookfield Asset Management Inc. • Operators of nonresidential buildings

This AMENDED AND RESTATED CLASS B STOCK EXCHANGE AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”) is entered into as of June 25, 2018, by and among GGP Inc., a Delaware corporation (the “Company”), and the parties listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Unless context otherwise requires, capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).

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AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 28th, 2018 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Delaware

This Amendment to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of June 25, 2018, by and among Brookfield Property Partners L.P., a Bermuda limited partnership (“Parent”), Goldfinch Merger Sub Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Acquisition Sub”) and GGP Inc., a Delaware corporation (the “Company”).

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