BNT Brookfield Wealth Solutions Ltd

Exhibit

Description of Exhibit

/s/ Thomas Corbett

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ARTICLE 14

Definitions

“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;

“Agreement”, “this Agreement”, “the Agreement” and similar expressions refer to this administration agreement and all schedules attached hereto, as it may be amended, supplemented or amended and restated from time to time;

“Applicable Law” means, with respect to any Person, property, transaction, event or other matter, any foreign or domestic statute, law, ordinance, rule, regulation, by-law (zoning or otherwise), order, code, common law, approval, judgment, decree or other requirement having the force of law relating or applicable to such Person, property, transaction, event or other matter;

“associate” has the meaning ascribed to such term in the Securities Act (Ontario) in effect on the date hereof;

“Board” means the board of directors of the Company;

“Brookfield Services” has the meaning set out in Section 3.1;

“Business Day” means any day other than Saturday, Sunday and statutory holiday in Toronto, Ontario, Canada;

“Client Information” has the meaning set out in Section 3.6(a);

“Company Security Policies” has the meaning set out in Section 12.1(a);

“Complaint” has the meaning set out in Section 6.1(b);

“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 beneficial ownership of a majority of the voting interests in B; and for certainty and without limitation, if A owns shares to which 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;

“Disputes” has the meaning set out in Section 13.1;

“ETA” means the Excise Tax Act (Canada) and the regulations thereunder;

“Event of Insolvency” means any one or more of the following events:

the Party’s inability, failure or refusal generally to pay debts as they fall due; entry into an arrangement by the Party with or for the benefit of its creditors under applicable insolvency legislation; the Party’s consent to or acquiescence in the appointment of a receiver, trustee or liquidator for a substantial part of its property;

the bankruptcy, winding up, insolvency, arrangement or reorganization under applicable insolvency legislation, or similar proceeding instituted by or against the Party under the laws of any jurisdiction, which proceeding, if initiated by a third party, is not dismissed within 60 calendar days;

the levy of any distress, execution or attachment upon the property of the Party that substantially interferes with its performance hereunder; provided however, that with respect to Brookfield, this form of insolvency shall not be deemed to have occurred if the insolvency is caused by the Company’s failure to make a payment due under the terms of this Agreement;

if a court of competent jurisdiction enters an order, judgment or decree approving a petition or application filed in respect of the Party seeking a general stay of proceedings in respect of the Party or any reorganization, arrangement, composition, readjustment, liquidation, dissolution, winding up, termination of existence, declaration of bankruptcy or insolvency or similar relief under any present or future law relating to bankruptcy, insolvency or other relief for or against debtors and such Party acquiesces in the entry of such order, judgment or decree and such order, judgment or decree remains un-vacated or un-stayed for an aggregate of 30 calendar days (whether or not consecutive) from the day of entry thereof; or if any trustee in bankruptcy, receiver, receiver and manager, liquidator or any other officer with similar powers shall be appointed for such Party or for all or any substantial part of its property with the consent or acquiescence of such Party or such appointment remains un-vacated or un-stayed for an aggregate of 30 calendar days (whether or not consecutive);

the Party becomes insolvent or admits its inability to pay its debts generally as they become due; or

an encumbrancer takes possession of all or substantially all of a Party’s assets and such possession remains for a period of 15 calendar days (whether or not consecutive);

“Force Majeure” means any bona fide event beyond the control of a Party (other than as a result of such Party’s financial incapacity) which is not caused by an act or omission of such Party or a Person not acting at arm’s length from such Party, in the nature of:

an inability to obtain materials, goods, equipment, services, utilities or labour;

any new statute, law, by-law or order-in-council or any regulation or order or amendment thereto passed or made pursuant thereto or any change after the date of this Agreement in the interpretation or application of any applicable laws;

an order or direction of any Governmental Authority having jurisdiction;

an inability to procure any licence, permit, permission or authority;

a strike, lockout, slow-down or other combined action of workers or other industrial disturbances;

an act of God; and/or

a freight embargo, blockade, war (declared or undeclared), riot, act of terrorism or insurrection (or threatened act of terrorism or insurrection),

“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 the general partner of such partnership that serves a similar function (or if any such general partner is itself a partnership, the board, committee or other body of such general partner’s general partner that serves a similar function) and (iv) with respect to any other Person, the body of such Person that serves a similar function;

“Governmental Authority” means any government, parliament, legislature, or any regulatory authority, agency, commission or board of any government, parliament or legislature, or any political subdivision thereof, or any court or (without limitation) any other law, regulation or rule making entity, having or purporting to have jurisdiction in the relevant circumstances, or any Person acting under the authority of any of the foregoing (including, without limitation, any arbitrator with the authority to bind the Parties at law) or any other authority charged with the administration or enforcement of Applicable Laws;

“HST” means the tax imposed under Part IX of the ETA;

“Indemnified Parties” has the meaning set out in Section 9.1;

“IP” has the meaning set out in Section 3.7;

“Investment Management Agreements” means any agreement pursuant to which the Company or its operating subsidiaries appoints Brookfield or its affiliates as its investment manager;

“Person” includes an individual, body corporate, partnership, limited partnership, joint venture, trust or unincorporated organization, the Crown or any agency or instrumentality thereof, or any other entity recognized by Applicable Law;

“Personal Information” has the meaning set out in Section 6.1(a);

“Quarter” means a calendar quarter ending on the last day of March, June, September or December;

“Security Procedures” has the meaning set out in Section 12.1(a);

“Services Fees” has the meaning set out in Section 4.1;

“Shareholders” means holders of the Shares;

“Shares” means shares in the capital of the Company;

“Subsidiary” means, with respect to any Person, (i) any other Person that is directly or indirectly Controlled by such Person, (ii) any trust in which such Person holds all of the beneficial interests or (iii) any partnership, limited liability company or similar entity in which such Person holds all of the interests other than the interests of any general partner, managing member or similar Person; and

“Term” has the meaning set out in Section 2.1.

Rules of Construction

references to “herein”, “hereby”, “hereunder”, “hereof” and similar expressions are references to this Agreement and not to any particular Article or Section of this Agreement;

references to an “Article”, “Section” or “Schedule” are references to an Article, Section or Schedule of this Agreement;

words importing the singular shall include the plural and vice versa, words importing gender shall include the masculine, feminine and neuter genders;

the use of headings is for convenience of reference only and shall not affect the construction or interpretation hereof;

the words “includes” and “including”, when following any general term or statement, is 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; and

unless otherwise indicated, reference to any statute shall be deemed to be a reference to such statute as amended, re-enacted or replaced from time to time.

Term

Services to be Provided by Brookfield

support for payroll processing and administration, benefits administration, support for equity compensation administration and reporting, information technology systems and support and the provision of office space; and

such other services as may from time to time be agreed in writing by the Company and Brookfield for which Brookfield will be compensated on terms to be agreed prior to the provision of such services in accordance with Section 4.1;

Addition or Removal of Services

Service Level Agreements

Books and Records

Furnish Information

Client Information and Assistance

The Company understands that, from time to time, Brookfield or its Subsidiaries may require data, information, documents or other materials from the Company or its Subsidiaries (“Client Information”) as Brookfield reasonably deems necessary or appropriate for the proper and timely provision of the Brookfield Services and to comply with Applicable Law. Upon the reasonable request by Brookfield, from time to time, for Client Information, the Company shall promptly provide such Client Information to Brookfield or its Subsidiaries, as the case may be.

The Company agrees that Brookfield or its Subsidiaries, as the case may be, will rely upon the Client Information provided by the Company in the performance of the Brookfield Services, that Brookfield shall have no obligation to verify the accuracy or completeness of the Client Information provided by the Company, and that Brookfield shall have no liability for consequences of such inaccuracy or incompleteness.

Upon the request by Brookfield, from time to time, the Company shall provide reasonable assistance to Brookfield and its Subsidiaries in connection with the provision of the Brookfield Services, including by providing information, documentation and material reasonably expected to assist Brookfield and its Subsidiaries in the performance of the Brookfield Services to the extent that such material is available to the Company, and otherwise provide such co-operation as may reasonably be necessary for Brookfield to satisfy its obligations under this Agreement and Applicable Law.

Proprietary Rights

This Agreement does not convey to any Party any ownership rights in intellectual property, trade-marks, technology or “know-how” (collectively, “IP”) of another Party used to provide the Brookfield Services or software delivered or otherwise made available hereunder by a Party, including without limitation, any metadata or indices created in connection with the performance of the Brookfield Services, any documentation, or new or current applications of a Party’s IP, all of which shall remain the exclusive property of the Party in which such property was originally held or its licensors. This Agreement constitutes only a right to use or access a Party’s IP if required as part of a Brookfield Service to be provided under this Agreement. For greater certainty, nothing in this Agreement shall confer upon a Party any interest in the trade-marks, trade-names or other IP of another Party.

During the course of providing the Brookfield Services under this Agreement, Brookfield acknowledges and agrees that the Company shall have access to and be permitted to use all information technology licences and IP licences that have been granted to Brookfield pursuant to certain agreements which grant such licences to Brookfield, the access and use of which by the Company is reasonably required for the provision of the Brookfield Services hereunder.

Services Fees

Duplication of Fees

Payment of HST

Failure to Pay When Due

Confidentiality

information disclosed as required by Applicable Law or the regulations, rules or policies of any stock exchange on which shares or securities of the Company are listed or as may be required by the regulations or policies of any Governmental Authority;

information disclosed as necessary for the purposes of any debt or equity financing undertaken by the Company; or

information disclosed that a Party, acting reasonably, deems to be necessary to be disclosed on a confidential basis for the proper performance of its duties and obligations under this Agreement, including, without limitation, disclosure of information to consultants and other third parties engaged by or assisting Brookfield or its Subsidiaries in accordance with the terms of this Agreement in order to carry out the purposes of this Agreement.

Privacy

Brookfield acknowledges and agrees that: (i) all Personal Information disclosed by the Company to Brookfield, or otherwise accessed or transferred by Brookfield, in the course of Brookfield performing its obligations hereunder, is deemed the proprietary and confidential information of the Company for the purposes of this Agreement; and (ii) it will not use such Personal Information for any purposes other than as specifically contemplated hereunder and shall comply with Applicable Laws relating to privacy, including, without limitation, any such Applicable Laws relating to the collection, use, storage, protection or disclosure of Personal Information or the privacy policy and practices of the Company as they relate to the collection, use, storage, protection, and disclosure of Personal Information. For the purposes of this Agreement, “Personal Information” means information about an identifiable individual or information which relates to a natural person and allows that person to be identified.

Brookfield represents and warrants, in connection with the Personal Information of the Company, that it: (i) has in place the appropriate technical and organizational security measures to protect such Personal Information against accidental or unlawful destruction or unauthorized disclosure or access; (ii) has maintained and will continue to maintain suitable records in commercially reasonable detail with respect to such Personal Information; (iii) will not use such Personal Information for any purpose other than as set out in this Agreement and in compliance with Applicable Law; and (iv) will not transfer such Personal Information to any third party, or to any foreign jurisdiction, except as otherwise agreed to in writing by the Company.

If Brookfield receives a privacy complaint, inquiry or other notice or communication from an individual, organization or Governmental Authority in connection with Personal Information (a “Complaint”), Brookfield shall to the extent permitted by Applicable Law, promptly notify the Company. Unless otherwise required by Applicable Law or approved in writing by the Company, Brookfield will not respond to the Complaint other than to communicate that the matter will be forwarded to the Company to which such Complaint relates for immediate handling. Brookfield shall cooperate fully with the Company in response to any Complaints.

Brookfield agrees that it shall immediately inform the Company of any accidental or unauthorized use of disclosure of such the Company Personal Information or if it receives notice alleging that the Company or Brookfield have failed to comply with Applicable Law relating to the collection, use, storage, protection or disclosure of such Personal Information in connection with the performance of this Agreement.

At the request of the Company, Brookfield will cooperate with the Company in connection with any audit of the Company Personal Information or of the practices of the Company in relation thereto and in connection with any request to the Company for access to any such Personal Information, and will further make available to the Company, on reasonable notice, Brookfield’s books and records solely in relation to the Company’s Personal Information to enable the Company to investigate Brookfield’s compliance with this Section 6.1; in each case in sufficient time to enable the Company to comply with any deadlines applicable under Applicable Law to the provision of such Personal Information or, if the Company’s request for such Personal Information is not made by the Company within a reasonable period prior to the applicable deadline (bearing in mind the timing upon which the Company received such request), Brookfield shall provide such Personal Information to the Company as soon as reasonably practicable in the circumstances.

Notwithstanding anything else in this Agreement, Brookfield shall indemnify and hold the Company harmless from and against all losses, damages, liabilities, expenses (including reasonable legal fees) and claims resulting from or connected with a Brookfield’s failure to comply with the obligations of this Section 6.1.

Covenants of Brookfield

perform all such Brookfield Services at all times in compliance with Applicable Law;

observe and perform, or cause to be observed and performed, on behalf of the Company in every respect the provisions of any agreements from time to time entered into in connection with the activities of the Company to the extent Brookfield has knowledge, or ought reasonably to have had knowledge, of the existence of such agreement; and

be subject to the supervision and direction of the Board.

Authority of Brookfield

Execution of Documents

Standard of Care and Delegation

In exercising its powers and discharging its duties under this Agreement, BN shall exercise the powers and discharge the duties conferred hereunder honestly, in good faith and in the best interests of the Company and in connection therewith shall exercise that degree of care, diligence and skill that a professional service provider having responsibilities of a similar nature would exercise in comparable circumstances. For greater certainty, BN shall not be liable, answerable or accountable to the Company for any loss or damage resulting from, incidental to or relating to the provision of the BN Services hereunder by BN, including any exercise or refusal to exercise a discretion, any mistake or error of judgment or any act or omission believed by BN to be within the scope of authority conferred on it by this Agreement, unless such loss or damage resulted from the fraud, willful default or negligence of BN in performing its obligations hereunder.

Subject to the prior approval of the Company of the delegation of any material obligations, which approval will not be unreasonably withheld or delayed, BN may delegate specific aspects of its obligations hereunder to any other Person (including a Subsidiary, in which case, notwithstanding the foregoing, no prior approval shall be required), provided that such delegation shall not relieve BN of any of its obligations under this Agreement.

Notwithstanding Section 8.1(b), BN shall not in any manner, directly or indirectly, be liable or held to account for the activities or inactivities of any Person to which any such obligations may have been delegated (excluding Subsidiaries or associates of Brookfield), provided that in making such specific delegation, Brookfield acted in accordance with Section 8.1(a).

Reliance

In carrying out its duties hereunder, Brookfield and its delegates shall be entitled to rely on:

statements of fact of other persons (any of which may be persons with whom Brookfield is affiliated or associated) who are considered by Brookfield, acting reasonably, to be knowledgeable of such facts; and

statements, the opinion or advice of or information from any solicitor, auditor, valuer, engineer, surveyor, appraiser or other expert selected by Brookfield, provided that Brookfield exercised reasonable care and diligence in selecting such person to provide such statements, opinion, advice or information; and may employ such experts as may be necessary for the proper discharge of its duties.

Brookfield may rely, and shall be protected in acting, upon any instrument or other documents reasonably believed by it to be genuine and in force.

Other Activities of Brookfield

The Company acknowledges that Brookfield or its Subsidiaries or associates are engaged in or may become engaged in a variety of other businesses. The Company acknowledges and consents to any and all such activities and agrees that nothing herein shall prevent Brookfield or any of its Subsidiaries or associates or any of their respective officers, directors or employees from having other business interests, even though such business interests may be similar to or competitive with the affairs of the Company or any of its Subsidiaries. Brookfield and its Subsidiaries and associates and their respective directors, officers and employees shall have the right independently to engage in and receive the full benefits from business activities whether or not similar to or competitive with the affairs of the Company or its Subsidiaries, without consulting the Company.

Brookfield shall not be considered to be a fiduciary of the Company by reason of performing the Brookfield Services provided hereunder and will only have the obligations provided for expressly in this Agreement, and no other obligations, duties or standard of care shall be implied and no different standard shall be imposed by any Applicable Law (to the fullest extent permitted by the same) or otherwise in respect of such Brookfield Services and the Company agrees that it shall not seek to have any different standard imposed in respect hereof.

In the event of any conflict of interest between Brookfield, or any Subsidiary or associate thereof, and the Company in respect of any matter relating to this Agreement, a Party shall give prompt written notice to the other Parties prior to taking any action in respect of such matter setting forth the reason for such conflict. The Party receiving such notice shall take all such actions or make all such decisions relating to the matters giving rise to the conflict of interest, and for this purpose the Company shall be entitled to perform the applicable Brookfield Services itself or engage a third party to do so on its behalf, if necessary. Conflicts (and potential conflicts) of interest between Brookfield and the Company arising from Brookfield’s investment management services shall be addressed in the Investment Management Agreements and shall not be subject to the provisions of this Section 8.3(c).

Transition of Services During the Term

Acknowledgement of the Company

Indemnification of the Company by Brookfield

any fraudulent, negligent or unlawful act or omission on the part of Brookfield or its officers, directors, employees or agents, as applicable; and

any breach or non-performance by Brookfield of any of its obligations hereunder,

Indemnification of Brookfield by the Company

any fraudulent, negligent or unlawful act or omission of the Company or its Shareholders, officers, directors, employees or agents, as applicable;

any breach or non-performance by the Company of any of its obligations hereunder; and

the lawful performance by Brookfield of its obligations under this Agreement or pursuant to written instructions of the Company;

Consequences of Force Majeure

During the occurrence and continuance of an event of Force Majeure, the obligations of the Party affected by such event of Force Majeure, to the extent that such obligations cannot be performed as a result of such event of Force Majeure, shall be suspended, and such Party shall not be considered to be in breach or default hereunder, for the period of such occurrence and continuance, except that the occurrence of an event of Force Majeure:

affecting the Company but not affecting the performance of Brookfield’s obligations hereunder, shall not relieve the Company of its obligations to make payments of the Services Fees to Brookfield; or

affecting Brookfield but not affecting the performance of the Company’s obligations hereunder, shall not relieve the Company of its obligations to make payments of the Services Fees to Brookfield incurred before the event of Force Majeure in respect of the Brookfield Services performed by Brookfield prior to such event of Force Majeure.

The suspension of performance shall be of no greater scope and of no longer duration than is reasonably required by the event of Force Majeure. No obligation of either Party that arose prior to the event of Force Majeure causing suspension of performance shall be excused as a result of the event of Force Majeure.

Notice

shall give the other Party prompt written notice of the particulars of the event of Force Majeure and its expected duration; and

shall use its best efforts to remedy its inability to perform.

Termination

at any time upon mutual agreement of the Parties;

by the Company:

at any time during the Term upon a material breach or material default (as determined by the Company in its discretion, acting reasonably) of any of Brookfield’s obligations or covenants set forth in this Agreement, which breach or default is not cured within sixty (60) days after Brookfield’s receipt of notice of such breach of default from the Company, such termination to have effect immediately upon the expiration of such sixty (60) day cure period or at such later date as may be specified by the Company in such notice of termination; or

upon 30 days’ written notice to Brookfield upon the occurrence of an Event of Insolvency by Brookfield, which notice shall provide the reason for the termination in reasonable detail; and

by Brookfield:

at any time during the Term upon 90 days’ prior written notice given by Brookfield to the Company upon a material breach or material default (as determined by Brookfield in its discretion, acting reasonably) of any of the Company’s obligations or covenants set forth in this Agreement, which breach or default is not cured within sixty (60) days after the Company’s receipt of written notice of such breach or default from Brookfield, such termination to have effect on the expiration of the ninety (90) day notice period or at such later date as may be specified by Brookfield in such notice of termination; or

upon 30 days’ written notice to the Company upon the occurrence of an Event of Insolvency by the Company, which notice shall provide the reason for the termination in reasonable detail.

Return of Records

Brookfield, at the request of the Company, shall forthwith deliver to the Company, or as the Company may direct, any original records, documents, books of account and computer disks (where practical and where such are readily available) relating to the Brookfield Services provided to the Company hereunder (other than Brookfield proprietary information and systems), which are then in the possession or control of Brookfield or its Subsidiaries (as permitted by Applicable Law); provided, however, that Brookfield may retain copies of such records, documents and books of account. When such data is in electronic form, it shall be made available in useable electronic format together with any necessary passwords and related access information; and

in the event that any materials referred to herein are in the possession of the Company, the Company, at the request of Brookfield, shall forthwith deliver to Brookfield, or as Brookfield may direct, any original records, documents, books of account and computer disks (where practical and where such are readily available) relating to Brookfield that the Company may have obtained in the course of receiving the Brookfield Services hereunder (other than the Company proprietary information and systems), which are then in the possession or control of the Company or its Subsidiaries (as permitted by Applicable Law); provided, however, that the Company may retain copies of such records, documents and books of account. When such data is in electronic form, it shall be made available in useable electronic format together with any necessary passwords and related access information.

Final Balance

Duties Upon Termination

Upon the termination of this Agreement or the removal of any particular Brookfield Service provided by Brookfield hereunder, the Company shall:

assume all contracts entered into by Brookfield on the Company’s behalf to the extent relating to all of the Brookfield Services provided hereunder, or the particular Brookfield Service so removed, as the case may be, if such contracts have been entered into in accordance with the provisions of this Agreement, and indemnify Brookfield from and after the effective date of termination of this Agreement or the removal of Brookfield Services hereunder against any liability by reason of anything done or required to be done under any such contracts unless such liability results from the fraud, unlawful conduct or negligence of Brookfield, any act or omission of Brookfield which constitutes a breach of this Agreement, or any matter that is not directly related to the Brookfield Services provided hereunder;

pay for and indemnify Brookfield against the costs of all services, materials and supplies, if any, which may have been ordered by the Company in accordance with this Agreement, or the Brookfield Services so removed, as the case may be, but which may not have been paid by the Company and reimbursed under this Agreement at the time of termination if such services, materials and supplies have been ordered in accordance with the provisions of this Agreement;

pay to Brookfield all unpaid Services Fees earned and accrued prior to the effective date of termination of this Agreement; and

pay to Brookfield all reasonable transition costs in connection with the transition of the Brookfield Services from Brookfield to the Company or a third party service provider, which transition costs shall include IP licensing costs, data migration costs, records transfer costs, and costs associated with the transfer and use of hardware or software required for the provision of the Brookfield Services.

Notwithstanding anything contained herein to the contrary, the Parties agree that the Company shall be permitted to solicit employees of Brookfield as part of and following any termination of this Agreement but shall not be obligated to do so, nor shall the Company be responsible for any costs or expenses of employees of Brookfield terminated by Brookfield as a result of any such termination, including severance costs.

Additional Services Following Termination

Security

Without restricting Brookfield’s obligations described elsewhere in this Agreement, Brookfield shall exercise and make available to the Company those security policies, standards, procedures and systems which are exercised for the protection of Brookfield’s assets, information and personal information (the “Security Procedures”). Brookfield shall not implement changes to its security standards and procedures that would have an adverse effect on the provision of the Brookfield Services or on the security of any confidential information or Personal Information of the Company; provided that the Company will be provided notice of such changes at least 90 days prior to such change. Brookfield acknowledges and agrees that Brookfield and its representatives shall also comply with the policies and procedures of the Company relating to security (the “Company Security Policies”). In the event of a conflict between the Security Procedures and the Company Security Policies, the more stringent standard or policy shall apply.

Without limiting the generality of subsection 12.1(a) hereof or any other provision of this Agreement, Brookfield shall adhere to the following practices:

restricting entry solely to authorized personnel of Brookfield and its Subsidiaries, employees, agents, contractors to those areas of Brookfield’s site or sites in which Brookfield Services are performed, in which any confidential information or Personal Information of the Company is kept, or in which the Company assets or the Company data are held or processed;

safeguarding and retaining all data, information and records received from or relating to the Company and its Subsidiaries resident on systems operated by or for the benefit of Brookfield and its representatives or in the possession or control of its representatives for so long as and to the extent required pursuant to the terms hereof;

safeguarding the physical integrity and condition of all media in the possession or control of Brookfield and its representatives containing confidential information or Personal Information of the Company, its assets or data;

requiring that Brookfield and its representatives have in place logical as well as physical access control systems, which includes a means of individual identification and authentication before allowing access to the Company systems and data;

requiring that Brookfield and its representatives comply with the Company procedures that are in place to support tax exemption compliance;

requiring that only licensed software is installed on the systems used for the Company business;

requiring that systems are free of malicious software, including viruses, worms, spy-ware and key stroke recorders, which could be used to compromise the Company information. Brookfield shall regularly scan the systems to detect and remove such malicious software; and

requiring that the latest software and hardware upgrades and patches have been tested and applied to these systems.

Without in any way limiting the generality of any other provision of this Agreement, Brookfield shall immediately notify the Company of any suspected or actual breach of the Security Procedures that may compromise the safeguarding of confidential information and Personal Information of which Brookfield becomes aware, including, without limitation, any unauthorized access to or entry into its premises, computer systems or databases.

Sole and Exclusive Procedure

Arbitration Procedure

Notices

Brookfield:

The Company:

Waiver

Further Assurances

Entire Agreement

No Assignment

Successors and Assigns

No Partnership

Time of the Essence

Amendments

Severability

Governing Law

Amended and Restatement of First A&R Agreement and First A&R Agreement Amendment

Interpretation

“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.

“Agreement” has the meaning assigned thereto in the preamble.

“BN” has the meaning assigned thereto in the preamble.

“BN Board” means the board of directors of BN.

“BN Shares” has the meaning assigned thereto in the recitals.

“BN Successor” has the meaning set out in Section 3.1(a).

“Brookfield” means BN and its Subsidiaries and controlled companies and any investment fund sponsored, managed or controlled by any of them, and does not, for greater certainty, include the Company and the Company’s Subsidiaries, or, collectively, Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC and their Subsidiaries.

“Class A Shares” means the class A exchangeable limited voting shares in the capital of the Company.

“Class B Shares” means the class B limited voting shares in the capital of the Company.

“Company” has the meaning assigned thereto in the preamble.

“Company Board” means the board of directors of the Company.

“Company’s Bye-Laws” means the third amended and restated bye-laws of the Company as may be amended or amended and restated from time to time.

“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 beneficial ownership of a majority of the voting interests in B; and for certainty and without limitation, if A owns shares to which 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.

“Effective Date” has the meaning set out in Section 4.1.

“Equivalent Distribution” has the meaning assigned thereto in the recitals.

“Equivalent Share Subdivision” has the meaning set out in Section 2.1(a)(ii)(B).

“Exchange Feature” has the meaning assigned thereto in the recitals.

“First A&R Agreement” has the meaning assigned thereto in the recitals.

“First A&R Agreement Amendment” has the meaning assigned thereto in the recitals.

“Governing Body” means (i) with respect to a corporation, an unlimited liability company or a limited company, the board of directors of such corporation, unlimited liability company 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 the general partner of such partnership that serves a similar function (or if any such general partner is itself a partnership, the board, committee or other body of such general partner’s general partner that serves a similar function) and (iv) with respect to any other Person, the body of such Person that serves a similar function.

“Non-Brookfield Holders” means holders of Class A Shares other than Brookfield.

“Original Support Agreement” has the meaning assigned thereto in the recitals.

“Other Entity” has the meaning set out in Section 3.4(b).

“Other Securities” has the meaning set out in Section 3.4(b).

“Outstanding BN Shares” for purposes of Section 3.4 means BN Shares outstanding and beneficially owned by any Person other than the Other Entity or its affiliates.

“Parties” has the meaning assigned thereto in the preamble.

“Person” has the meaning set out in Section 1.1.4.

“Principle of Economic Equivalence” means, taken together, the right to receive Equivalent Distributions and the Exchange Feature.

“Share Terms” has the meaning set out in Section 1.1.

“Special Dividend” has the meaning assigned thereto in the recitals.

“Subsidiary” means, with respect to any Person, (i) any other Person that is directly or indirectly Controlled by such Person, (ii) any trust in which such Person holds all of the beneficial interests or (iii) any partnership, limited liability company or similar entity in which such Person holds all of the interests other than the interests of any general partner, managing member or similar Person.

Covenants Regarding Class A Shares

take all such actions and do all such things, to the extent permitted by applicable law, as are reasonably necessary or desirable to enable and permit the Company to pay quarterly distributions in support of the Principle of Economic Equivalence, including:

advising the Company sufficiently in advance of the declaration by BN of any dividend on the BN Shares and, at the request of the Company, providing the Company with a good faith estimate of the cash dividends expected to be declared on the BN Shares for the next four quarters; and

taking all such other actions as are reasonably necessary, in cooperation with the Company, to ensure that:

the payment date for an Equivalent Distribution on the Class A Shares and the Class B Shares will be the same as the payment date for the corresponding dividend on the BN Shares; and

if BN declares or pays a dividend in BN Shares, the effective date for a corresponding, economically equivalent subdivision of the Class A Shares and the Class B Shares (as determined in accordance with the Share Terms) (an “Equivalent Share Subdivision”) will be the same as the effective date for the share dividend in BN Shares;

take all such actions and do all such things as are reasonably necessary or desirable to enable and permit the Company, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the amount per share equal to the Liquidation Amount, in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of the Company or any other distribution of the assets of the Company among its holders for the purpose of winding up its affairs including all such actions and all such things as are necessary or desirable to enable and permit the Company to cause to be delivered BN Shares or the cash equivalent to the holders of Class A Shares in accordance with the provisions of the Share Terms;

take all such actions and do all such things, to the extent permitted by applicable law, as are reasonably necessary or desirable to enable and permit the Company to pay and otherwise perform its obligations with respect to the satisfaction of any redemption of issued and outstanding Class A Shares upon a redemption of the Class A Shares by the Company, including all such actions and all such things as are necessary or desirable to enable and permit the Company to cause to be delivered BN Shares or the cash equivalent to the holders of Class A Shares, in accordance with the provisions of the Share Terms, as the case may be; and

take all such actions and do all such things, to the extent permitted by applicable law, as are reasonably necessary or desirable to enable and permit BN to perform its obligations arising upon the exercise by it of the Liquidation Call Right or the Redemption Call Right, or upon the occurrence of a liquidation, dissolution or winding up of the Company or any other distribution of the assets of the Company among its holders for the purpose of winding up its affairs, including all such actions and all such things as are necessary or desirable to enable and permit BN to cause to be delivered BN Shares or the cash equivalent or other property to the holders of the Class A Shares in accordance with the provisions of the Liquidation Call Right or the Redemption Call Right, or upon the occurrence of a liquidation, dissolution or winding up of the Company or any other distribution of the assets of the Company among its holders for the purpose of winding up its affairs as the case may be, together with a cheque in respect of any cash amount payable to holders of the Class A Shares in connection with a redemption of the Class A Shares or a liquidation of the Company, as the case may be.

Company Covenants

the payment date for an Equivalent Distribution on the Class A Shares and Class B Shares will be the same as the payment date for the corresponding dividend on the BN Shares; and

the effective date for an Equivalent Share Subdivision of the Class A Shares and Class B Shares will be the same as the effective date for the share distribution, in lieu of such a distribution, on the BN Shares.

Reservation of BN Shares

Notification of Certain Events

in the event of any determination by the Company Board to institute voluntary liquidation, dissolution or winding-up proceedings with respect to the Company or to effect any other distribution of the assets of the Company to its shareholders for the purpose of winding up its affairs, at least 30 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;

promptly upon the earlier of (i) receipt by the Company of notice of, and (ii) the Company otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of the Company or to effect any other distribution of the assets of the Company to its shareholders for the purpose of winding up its affairs; and

on or before the date on which notice of redemption is given to holders of Class A Shares, upon the determination of a Specified Redemption Date in accordance with the Share Terms.

Delivery of BN Shares

Qualification of BN Shares

Consent to Issuances or Registrations of Class A Shares

Economic Equivalence

So long as any Class A Shares owned by Non-Brookfield Holders are outstanding, BN and the Company will take all such actions and do all such things to:

support and not undermine the Principle of Economic Equivalence; and

cooperate to jointly effect changes in the capital or related dilutive events at BN and the Company, as applicable, such that no adjustment to the Exchange Factor is required to maintain the Principle of Economic Equivalence (in accordance with the anti-dilution provisions included in the Company’s Bye-Laws and the Share Terms), including using best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate distributions are made by BN or the Company, as applicable, or subdivisions, redivisions or changes are made to the BN Shares or the Class A Shares, as applicable.

If there is a dispute between BN and the Company on whether an adjustment to the Exchange Factor is required in respect of any changes in the capital or related dilutive events at BN or the Company, as applicable, the Parties will escalate promptly to the appropriate representatives for resolution.

Ordinary Market Purchases

the ability of BN (or any of its Subsidiaries) to make market purchases of BN Shares in accordance with applicable laws and regulatory or stock exchange requirements; or

the ability of the Company to make market purchases of Class A Shares in accordance with applicable laws and regulatory or stock exchange requirements.

Stock Exchange Listing

Shareholder Rights

Cooperation in respect of Public Disclosure and Prospectuses

Management and Administration Services

Due Performance

Certain Requirements in Respect of Combination, etc.

such other Person or continuing entity (the “BN Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the BN Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such BN Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of BN under this Agreement; and

such transaction will be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other Party hereunder or the holders of the Class A Shares.

Vesting of Powers in Successor

Subsidiaries

Successor Transaction

in which BN merges with, or in which all or substantially all of the then Outstanding BN Shares are acquired by, one or more other entity; and

in which all or substantially all of the then Outstanding BN Shares are converted into or exchanged for (directly or indirectly) securities or rights to receive such securities (the “Other Securities”) of another entity (the “Other Entity”) that, immediately after such transaction, is the successor (whether directly or indirectly and including in combination with other related companies) to, or owns or controls, directly or indirectly, BN,

Term

Changes in Capital of BN and the Company

Severability

Amendments, Modifications

Ministerial Amendments

adding to the covenants of any or all of the Parties hereto if the Company Board and the BN Board are of the opinion that such additions will not be prejudicial to the rights or interests of the Non-Brookfield Holders as a whole;

evidencing the succession of a BN Successor and the covenants of and obligations assumed by such BN Successor in accordance with the provisions of Article 3;

making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the Company Board and the BN Board, having in mind the best interests of the Non-Brookfield Holders as a whole, it may be expedient to make, provided that each such board of directors is of the opinion that such amendments or modifications will not be prejudicial to the rights or interests of the Non-Brookfield Holders as a whole; or

making such changes or corrections which, on the advice of counsel to the Company and BN, are required for the purpose of curing or correcting any ambiguity or defect, inconsistent provision, clerical omission, mistake or manifest error, provided that the Company Board and the BN Board are of the opinion that such changes or corrections will not be prejudicial to the rights or interests of the Non-Brookfield Holders as a whole.

Meeting to Consider Amendments

Amendments Only in Writing

Enurement

Assignment

Notices to Parties

in the case of BN to the following address:

in the case of the Company, to the following address:

Counterparts

Jurisdiction

Specific Performance

Dispute Resolution

Amended and Restatement of First A&R Agreement and First A&R Agreement Amendment