FIRST AMENDMENT TO THE AMENDED AND RESTATED EQUITY COMMITMENT AGREEMENT
THIS AMENDMENT (the “Amendment”) to the Amended and Restated Equity Commitment Agreement dated as of December 24, 2024 (the “Agreement”) between Brookfield BRP Holdings (Canada) Inc., Brookfield Renewable Corporation (“BEPC”), BRHC Holdings Ltd. (formerly, Brookfield Renewable Holdings Corporation, “BRHC Holdings”) and Brookfield Renewable Partners L.P. is made as of December 31, 2025 (the “Effective Date”) by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
AND WHEREAS, BEPC has undertaken a reorganization (the “Reorganization”) a result of which, in effect, the shares held in the capital of BRHC Holdings have been transferred to Brookfield Renewable Holdings Corporation (formerly 1566030 B.C. Ltd., “New BRHC”) and all the shareholders of BRHC Holdings have received identical shares of New BRHC, including Class A.1 Exchangeable Subordinate Voting Shares, Class A.2 Exchangeable Non-Voting Shares, Class B Multiple Voting Shares and Class C Non-Voting Shares in exchange for their Class A.1 Exchangeable Subordinate Voting Shares, Class A.2 Exchangeable Non-Voting Shares, Class B Multiple Voting Shares and Class C Non-Voting Shares, respectively, of BRHC Holdings;
AND WHEREAS, the parties desire to amend the Agreement to reflect the Reorganization, including New BRHC being the successor to BRHC Holdings from and after the Effective Date;
NOW THEREFORE,
1.Amendments to Agreement
(a)the Agreement is hereby amended to replace each reference to BEPC Holdings therein with a reference to New BRHC; and
(b)replace each reference to BEPC Holdings Class C Shares therein with a reference to the Class C Non-Voting Shares in the capital of New BRHC.
2.Joinder of New BRHC
3.New BRHC hereby acknowledges, agrees and confirms that, by its execution of this Amendment, it will be deemed to be a party to the Agreement for all purposes of the Agreement and shall have all the obligations of BRHC Holdings thereunder. New BRHC hereby agrees to be bound by all of the terms, provisions and conditions contained in the Agreement applicable to BRHC Holdings. New BRHC acknowledges and confirms it has received a copy of the Agreement.
4.Release of BRHC Holdings
5.Each party to this Amendment hereby agrees that BRHC Holdings is hereby released from its obligations and deemed no longer to be a party to the Agreement.
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6.
7.Effective Date
8.This Amendment shall be effective upon the date first written above.
9.Governing Law
10.This Amendment shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
11.General
(a)Except as modified herein, all terms and conditions of the Agreement shall remain in full force and effect.
(b)This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall be construed together as one agreement.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
BROOKFIELD BRP HOLDINGS (CANADA) INC.
By:
/s/ Patrick Taylor
Name: Patrick Taylor
Title: Chief Financial Officer
By:
/s/ Jennifer Mazin
Name: Jennifer Mazin
Title: Co-President, General Counsel and Corporate Secretary
BROOKFIELD RENEWABLE CORPORATION
By:
/s/ Jennifer Mazin
Name: Jennifer Mazin
Title: Co-President, General Counsel and Corporate Secretary
BRHC HOLDINGS LTD.
By:
/s/ Jennifer Mazin
Name: Jennifer Mazin
Title: Co-President, General Counsel and Corporate Secretary
[Signature Page – First Amendment to A&R Equity Commitment Agreement]
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BROOKFIELD RENEWABLE PARTNERS L.P., by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED
By:
/s/ James Bodi
Name: James Bodi
Title: President
[Signature Page – First Amendment to A&R Equity Commitment Agreement]