Fourth Amendment to the Relationship Agreement among Brookfield Asset Management Inc., Brookfield Renewable Partners L.P. and the other parties…

FOURTH AMENDMENT TO RELATIONSHIP AGREEMENT

THIS AMENDING AGREEMENT is made as of the 4th day of November, 2021 (this "Fourth Amendment Agreement")

AMONG:

BROOKFIELD ASSET MANAGEMENT INC., a corporation existing under the laws of the Province of Ontario

("BAM")

-and-

BRP ENERGY GROUP L.P., a limited partnership existing under the laws of the Province of Manitoba

(the "Canadian Service Provider")

-and-

BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P., a limited partnership existing under the laws of the Province of Manitoba

(the "Canadian Service Provider II")

-and-

BROOKFIELD CANADA RENEWABLE MANAGER LP, a limited partnership existing under the laws of the Province of Ontario

(the "Canadian Service Provider III")

-and-

BROOKFIELD RENEWABLE ENERGY GROUP (BERMUDA) LIMITED, an exempted company existing under the laws of Bermuda

(the "International Service Provider")

-and-

BROOKFIELD GLOBAL RENEWABLE ENERGY ADVISOR LIMITED, a company existing under the laws of England

(the "UK Service Provider")

-and-

BROOKFIELD PRIVATE CAPITAL (DIFC) LIMITED, a private company existing under the laws of Dubai International Financial Centre

(the "Dubai Service Provider")

-and-

BROOKFIELD RENEWABLE ENERGY GROUP LLC, a limited liability company existing under the laws of the State of Delaware

(the "US Service Provider")

-and-

BROOKFIELD RENEWABLE PARTNERS L.P. (formerly Brookfield Renewable Energy Partners L.P.), an exempted partnership existing under the laws of Bermuda

("BEP")

-and-

BROOKFIELD RENEWABLE ENERGY L.P., an exempted partnership existing under the laws of Bermuda

("BRELP")

-and-

BROOKFIELD BRP HOLDINGS (CANADA) INC., a corporation existing under the laws of the Province of Ontario

("CanHoldco")

-and-

BRP BERMUDA HOLDINGS I LIMITED, an exempted company existing under the laws of Bermuda

("Bermuda Holdco")

-and-

BROOKFIELD BRP EUROPE HOLDINGS (BERMUDA) LIMITED, an exempted company existing under the laws of Bermuda

("Europe Holdco")

-and-

BROOKFIELD RENEWABLE INVESTMENTS LIMITED, an exempted company existing under the laws of Bermuda

("Investco")

WHEREAS BAM, the Canadian Service Provider, the International Service Provider, BEP, BRELP, CanHoldco and Bermuda Holdco (together, the "Original Parties") entered into a relationship agreement dated November 28, 2011 (the "Original Relationship Agreement");

AND WHEREAS the Original Parties, and the Canadian Service Provider II, the UK Service Provider, Europe Holdco and Investco (collectively, the "Additional Parties") entered into an amending agreement to the Relationship Agreement dated February 26, 2015 (the "First Amendment");

AND WHEREAS the Original Parties, the Additional Parties and the Dubai Service Provider entered into a second amendment to the Relationship Agreement dated July 30, 2020 (the "Second Amendment");

AND WHEREAS the Original Parties, the Additional Parties, the Dubai Service Provider and the Canadian Service Provider III (collectively, the "Parties") entered into a third amendment to the Relationship Agreement dated February 3, 2021 (the "Third Amendment", and together with the Original Relationship Agreement, the First Amendment, and the Second Amendment, the "Relationship Agreement");

AND WHEREAS the Parties wish to amend the Relationship Agreement to reflect the addition of the US Service Provider as a party thereto effective as of the date hereof;

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties hereto, the Parties hereto hereby agree as follows:

""Managers" means the Canadian Service Provider, the Canadian Service Provider II, the Canadian Service Provider III, the International Service Provider, the UK Service Provider, the Dubai Service Provider and the US Service Provider"

"6.4.14 if to the US Service Provider:

Brookfield Renewable Energy Group LLC

250 Vesey Street, 15th Floor

New York, NY

10281-1023"

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Fourth Amendment Agreement to be executed as of the date first above written.

Disclaimer

Brookfield Renewable Partners LP published this content on 05 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 November 2021 11:37:14 UTC.

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Fourth Amendment to the Relationship Agreement among Brookfield Asset Management Inc., Brookfield Renewable Partners L.P. and the other parties...