Michael E. Labelle - 07 Feb 2023 Form 4 Insider Report for BOSTON PROPERTIES LTD PARTNERSHIP

Footnote F1

Represents LTIP Units granted pursuant to the Boston Properties, Inc.'s ("BXP"), the Issuer's general partner, 2023 Multi-Year Long-Term Incentive Program (the "2023 Program"). Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the Issuer or the holder, into a common unit of limited partnership interest in the Issuer ("Common OP Unit"). Each Common OP Unit acquired upon conversion of an LTIP Unit may be redeemed, at the election of the holder, for cash equal to the then fair market value of a share of common stock of BXP except that BXP may, at its election, acquire each Common OP Unit so presented for redemption for one share of common stock of BXP. LTIP Units have no expiration date.

Footnote F2

The 12,770 LTIP Units may be earned based on the achievement of certain performance criteria based on BXP's total shareholder return over a three-year performance period ending on February 6, 2026. Any LTIP Units earned pursuant to the 2023 Program will vest in full on February 6, 2026, with each earned LTIP Unit and Common OP Unit acquired upon conversion of such LTIP Unit subject to an additional post-vesting holding period pursuant to which such LTIP Unit and Common OP Unit generally may not be transferred, and the redemption right associated with the Common OP Unit may not be exercised, until one year after the vesting date.