Exhibit 10.1


  


CERTAIN IDENTIFIED INFORMATION
HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY
DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. 


 








 


LNG SALE AND PURCHASE AGREEMENT


 


by and between


 


DRIFTWOOD LNG LLC


 


(Seller)


 


and


 


GUNVOR SINGAPORE PTE LTD


 


(Buyer)


 


dated as of May 27, 2021


 


  






     


     


    

  


TABLE OF CONTENTS


 


Page


 




	1.   	Definitions and Interpretation	1
	 	1.1   	Definitions	1
	 	1.2   	Interpretation	18
	 	1.3   	Replacement of Rates and Indices No Longer Available	19
	2.   	Approvals	21
	 	2.1   	Approvals	21
	 	2.2   	Change in Export Laws	21
	 	2.3   	Conditions Precedent	21
	3.   	Subject Matter	22
	 	3.1   	Sale and Purchase of LNG	22
	4.   	Term	23
	 	4.1   	Term	23
	 	4.2   	Date of First Commercial Delivery	23
	 	4.3   	Notification of Date of First Commercial Delivery	23
	 	4.4   	Delayed Date of First Commercial Delivery	25
	 	4.5   	Contract Year	26
	5.   	Quantities	26
	 	5.1   	ACQ	26
	 	5.2   	Adjusted Annual Contract Quantity	27
	 	5.3   	Ratable Deliveries	27
	 	5.4   	Round-Up/Round-Down Quantities	27
	 	5.5   	Major Scheduled Maintenance	28
	 	5.6   	Seller’s Delivery Obligation	29
	 	5.7   	Buyer’s Purchase Obligation	30
	6.   	Delivery Point, Title and Risk, Destination	32
	 	6.1   	Delivery Point	32
	 	6.2   	Title and Risk	32
	 	6.3   	Destination	32
	7.   	Transportation and Loading	32
	 	7.1   	Transportation by Buyer	32
	 	7.2   	Driftwood LNG Terminal	32
	 	7.3   	Compatibility of the Driftwood LNG Terminal with LNG Tankers	34
	 	7.4   	Buyer Inspection Rights in Respect of the Driftwood LNG Terminal	35
	 	7.5   	LNG Tankers	35
	 	7.6   	LNG Tanker Inspections; LNG Tanker Vetting Procedures; Right to Reject
    LNG Tanker	39
	 	7.7   	Port Liability Agreement	40
	 	7.8   	Driftwood Marine Operations Manual	41
	 	7.9   	Loading of LNG Tankers	42



 






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	 	7.10   	Notice of Readiness	43
	 	7.11   	Berthing Assignment	44
	 	7.12   	Berth Laytime	46
	 	7.13   	LNG Tanker Not Ready for LNG Loading; Excess Laytime	47
	 	7.14   	LNG Loadings at the Driftwood LNG Terminal	49
	 	7.15   	Cooperation	50
	 	7.16   	Cool-Down of LNG Tankers	50
	 	7.17   	Gas-Up of LNG Tankers	51
	8.   	Annual Delivery Program	53
	 	8.1   	Programming Information	53
	 	8.2   	Determination of Annual Delivery Program	54
	 	8.3   	Changes to Annual Delivery Program	56
	 	8.4   	Ninety Day Schedule	57
	 	8.5   	Change of LNG Tanker	57
	9.   	Contract Sales Price	57
	 	9.1   	Contract Sales Price	57
	10.   	Invoicing and Payment	59
	 	10.1   	Invoices	59
	 	10.2   	Payment	61
	 	10.3   	Disputed Invoice	62
	 	10.4   	Delay in Payment	62
	 	10.5   	Audit Rights	63
	11.   	Taxes	63
	 	11.1   	Responsibility	63
	 	11.2   	Seller Taxes	63
	 	11.3   	Buyer Taxes	64
	 	11.4   	Withholding Taxes	64
	 	11.5   	Transfer Taxes	65
	 	11.6   	Mitigation and Cooperation	65
	 	11.7   	Refunds	65
	12.   	Quality and Emissions Reporting	66
	 	12.1   	Specification	66
	 	12.2   	Determining LNG Specifications	66
	 	12.3   	Off-Specification LNG	66
	 	12.4   	Emissions Reporting	68
	13.   	Measurements and Tests	69
	 	13.1   	LNG Measurement and Tests	69
	 	13.2   	Parties to Supply Devices	69
	 	13.3   	Selection of Devices	69
	 	13.4   	Tank Gauge Tables of LNG Tanker	69
	 	13.5   	Gauging and Measuring LNG Volumes Loaded	70
	 	13.6   	Samples for Quality Analysis	70
	 	13.7   	Quality Analysis	70
	 	13.8   	Operating Procedures	70
	 	13.9   	MMBtu Quantity Delivered	70
	 	13.10   	Verification of Accuracy and Correction for Error	70
	 	13.11   	Costs and Expenses	71



 






     ii


     


    

 


	14.   	Force Majeure and Upstream FM	71
	 	14.1   	Force Majeure	71
	 	14.2   	Limitations on Force Majeure	72
	 	14.3   	Upstream FM	74
	 	14.4   	Notification	76
	 	14.5   	Measures	77
	 	14.6   	No Extension of Term	77
	 	14.7   	Settlement of Industrial Disturbances	77
	 	14.8   	Foundation Customer Priority	77
	15.  	 Liabilities and Indemnification	78
	 	15.1   	General	78
	 	15.2   	Limitations on Liability	78
	 	15.3   	Buyer’s Credit; Credit Support	80
	 	15.4   	Third Party Liability	82
	 	15.5   	Seller’s Insurance	83
	 	15.6   	Buyer’s Insurance	84
	16.   	Safety	84
	 	16.1   	General	84
	 	16.2   	Third Parties	84
	 	16.3   	HSEC	84
	17.  	Exchange of Information	85
	18.   	Confidentiality	85
	 	18.1   	Duty of Confidentiality	85
	 	18.2   	Permitted Disclosures	85
	 	18.3   	Confidential Information Remedy	87
	 	18.4   	Duration of Confidentiality	87
	19.   	Default and Termination	87
	 	19.1   	Seller’s Right to Suspend Performance	87
	 	19.2   	Termination Events	88
	 	19.3   	Termination	89
	 	19.4   	Rights Accrued Prior to Termination	90
	 	19.5   	Final Reconciliation	90
	 	19.6   	Survival	90
	20.   	Dispute Resolution and Governing Law	90
	 	20.1   	Dispute Resolution	90
	 	20.2   	Expert Determination	93
	 	20.3   	Governing Law	94
	 	20.4   	Immunity	94
	21.   	Successors; Assignments	95
	 	21.1   	Successors	95
	 	21.2   	Assignment by Buyer	95
	 	21.3   	Assignments by Seller	96
	 	21.4   	Seller, Tellurian Inc., Driftwood and Affiliate Financing	97



 






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	22.   	Contract Language	99
	23.   	Miscellaneous	99
	 	23.1   	Disclaimer of Agency	99
	 	23.2   	Entire Agreement	100
	 	23.3   	Third Party Beneficiaries	100
	 	23.4   	Amendments and Waiver	100
	 	23.5   	Exclusion	100
	 	23.6   	Further Assurances	100
	 	23.7   	Severability	100
	 	23.8   	Representations and Warranties of Buyer	101
	 	23.9   	Representations and Warranties of Seller	101
	 	23.10   	Counterparts	102
	24.   	Notices	102
	 	24.1   	Form of Notice	102
	 	24.2   	Electronic Transmission	103
	25.   	Trade Law Compliance and Business Practices	103
	 	25.1   	Trade Law Compliance	103
	 	25.2   	Prohibited Practices	105
	 	25.3   	Records; Audit	106
	 	25.4   	Representations and Warranties	106
	 	25.5   	Indemnity	107


 


	Exhibit A	Measurements
	Exhibit B	Form of Port Liability Agreement
	Exhibit C	Form of Buyer’s Guaranty
	Exhibit D	Form of Acceptable Letter of Credit




 






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LNG SALE AND PURCHASE AGREEMENT


 


THIS LNG SALE AND PURCHASE AGREEMENT (“Agreement”)
is made and entered into as of May 27, 2021 (the “Effective Date”), by and between Driftwood LNG LLC, a limited liability
company incorporated under the laws of Delaware whose principal place of business is located at 1201 Louisiana Street, Suite 3100, Houston,
TX 77002 (USA) (“Seller”), and Gunvor Singapore Pte Ltd, a company incorporated and registered in Singapore whose
registered office is at 12 Marina Boulevard, #35-03 Marina Bay Financial Centre Tower 3, Singapore 018982 (“Buyer”).
Buyer and Seller are each referred to herein as a “Party” and collectively as the “Parties”.


 


Recitals


 


		(1)	Seller is developing a liquefied natural gas
                                            (“LNG”) liquefaction terminal on the Calcasieu River, south of Lake Charles,
                                            Louisiana, which may comprise up to five Plants;



 


		(2)	Buyer desires to purchase LNG at the Driftwood
                                            LNG Terminal and transport such LNG to one or more Discharge Terminals; and



 


		(3)	Seller and Buyer desire to execute this definitive
                                            agreement setting out the Parties’ respective rights and obligations in relation to
                                            the sale and purchase of LNG.



 


It is agreed:


 


		1.	Definitions and Interpretation



 


		1.1	Definitions



 


The words and expressions below shall,
unless the context otherwise requires, have the meanings respectively assigned to them:


 


	AAA:	as defined in Section ‎20.1.2;



 


	Acceptable Credit Rating:	one (1) Credit Rating that is equal to or better than the following: (i) Baa3 by Moody’s Investors
  Service, Inc., (ii) BBB- by S&P Global Ratings, a division of S&P Global Inc., (iii) BBB- by Fitch Ratings, Inc., or (iv) any
  comparable Credit Ratings by any other nationally recognized statistical rating organizations registered with the U.S. Securities and
  Exchange Commission, including any successors to Moody’s Investors Service, Inc., S&P Global Ratings, a division of S&P
  Global Inc., or Fitch Ratings, Inc.;




 


	Acceptable Guarantor:	an issuer of a Guaranty that has an Acceptable Credit Rating or any other entity acceptable to Seller
  in its discretion;




 






    1 


     


    

 


	Acceptable Letter of Credit:	an irrevocable standby letter of credit, substantially in the
  form of Exhibit D issued by a Financial Institution;
	 	 
	ACQ:	as defined in Section ‎5.1.1;
	 	 
	Actual Laytime:	as defined in Section ‎7.12.2;
	 	 
	Adjusted Annual Contract

                                                                                Quantity
                                            or AACQ:
	as defined in Section ‎5.2;
	 	 
	Adverse Weather Conditions:	weather or sea conditions actually experienced or reasonably forecasted at or near the Driftwood LNG
  Terminal that are sufficiently severe: (i) to prevent an LNG Tanker from proceeding to berth, or loading or departing from berth, in
  accordance with one or more of the following: (a) regulations published by a Governmental Authority; (b) an Approval; or (c) an order
  of a Pilot; or (ii) to cause an actual determination by the master of an LNG Tanker that it is unsafe for such LNG Tanker to berth,
  load, or depart from berth;
	 	 
	Affiliate:	with respect to any Person, any other Person that,
                                            directly or indirectly through one or more intermediaries controls, is controlled by or is
                                            under common control with such Person; for purposes of this definition, “control”
                                            (including, with correlative meanings, the terms “controlled by” and “under
                                            common control with”) means the direct or indirect ownership of fifty percent (50%)
                                            or more of the voting rights in a Person or the possession, directly or indirectly, of the
                                            power to direct or cause the direction of the management and policies of a Person, whether
                                            through the ownership of voting securities, by contract or otherwise;
	 	 
	Agreement:	this agreement, including the Exhibits hereto, as
                                            the same may be amended, modified or replaced from time to time;
	 	 
	Allotted Laytime:	as defined in Section ‎7.12.1;
	 	 
	Allowed Laytime:	as defined in Section ‎7.13.2(a);
	 	 
	Alternative LNG Tanker:	as defined in Section ‎8.5;
	 	 
	Annual Delivery Program or ADP:	as defined in Section ‎8.2.4;




 






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	Applicable Laws: 	in relation to matters covered by this Agreement, all applicable laws, statutes, rules, regulations,
  ordinances, codes, standards and rules of common law, and judgments, decisions, interpretations, orders, directives, injunctions, writs,
  decrees, stipulations, or awards of any applicable Governmental Authority or duly authorized official, court or arbitrator thereof,
  in each case, now existing or which may be enacted or issued after the Effective Date;
	 	 
	Approvals:	any and all permits (including work permits), franchises,
                                            authorizations, approvals, grants, licenses, visas, waivers, exemptions, consents, permissions,
                                            registrations, decrees, privileges, variances, validations, confirmations or orders granted
                                            by or filed with any Governmental Authority, including the Export Authorizations;
	 	 
	Assessment Period:	as defined in Section ‎9.1.1;
	 	 
	Bankruptcy Event:	with respect to any Person: (i) such Person’s suspension of payment of, or request to any court
  for a moratorium on payment of, all or a substantial part of such Person’s debts, (ii) such Person’s making of a general
  assignment, compromise or any composition with or for the benefit of its creditors except to the extent otherwise permitted by Section ‎21,
  (iii) any petition or filing under the bankruptcy or other insolvency laws of any jurisdiction, or consent by answer by such Person
  to the filing against it, seeking relief or reorganization or arrangement (by way of voluntary arrangement, scheme of arrangement or
  otherwise) or any other similar petition or filing in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency,
  reorganization, moratorium or other similar law of any jurisdiction, (iv) any order or filing under the laws of any jurisdiction seeking
  the winding up, bankruptcy, liquidation, dissolution, custodianship or administration of such Person or any substantial part of such
  Person’s property, (v) any order under the bankruptcy or insolvency laws of any jurisdiction: (a) constituting an order for relief
  with respect to such Person; (b) approving a petition for relief or reorganization or any other petition in bankruptcy or insolvency
  law with respect to such Person; or (c) approving any petition filed in bankruptcy or insolvency law against such Person, or
  (vi) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer
  in respect of such Person or any substantial part of such Person’s property;




 









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	Btu:	the amount of heat equal to one thousand fifty-five decimal
                                            zero five six (1,055.056) Joules;
	 	 
	Business Day:	any Day (other than Saturdays, Sundays and national holidays in the United States of America) on which
  commercial banks are normally open to conduct business in the United States of America and Singapore;
	 	 
	Buyer:	as defined in the Preamble;
	 	 
	Buyer Aggregate Liability:	as defined in Section ‎15.2.7(b);
	 	 
	Buyer Liability Cap:	as defined in Section ‎15.2.7(c);
	 	 
	Buyer Taxes:	as defined in Section ‎11.3;
	 	 
	Cargo DoP Payment:	as defined in Section ‎5.6.2;
	 	 
	Cargo DoP Quantity:	as defined in Section ‎5.6.2;
	 	 
	Cargo Shortfall Payment:	as defined in Section ‎5.7.3;
	 	 
	Cargo Shortfall Quantity:	as defined in Section ‎5.7.2;
	 	 
	Claim:	all claims, demands, legal proceedings, or actions that
                                            may exist, arise, or be threatened currently or in the future at any time following the Effective
                                            Date, whether or not of a type contemplated by any Party, and whether based on federal, state,
                                            local, statutory or common law or any other Applicable Law;
	 	 
	Commercially Operable: 	(i) in respect of a Plant, the Plant (a) has been commissioned,
  (b) is capable of delivering LNG in quantities sufficient and quality necessary to permit Seller to perform its obligations hereunder
  and its obligations in respect of such Plant to every other Foundation Customer that has an LNG sale and purchase agreement in which
  Seller’s obligation to make available a certain quantity of LNG to such Driftwood Buyer is conditioned upon the start-up
  of such Plant and (c) is constructed in compliance with Section 7.2.2; and (ii) in respect of the Driftwood Pipeline, the Driftwood
  Pipeline is in service and is capable of transporting quantities of Gas to the Driftwood LNG Terminal at least equal to the design
  capacity of the Driftwood Pipeline and in quality necessary to permit Seller to perform its obligations hereunder;




 









    4 


     


    

 


	Composite ADP:	as defined in Section ‎8.2.5;
	 	 
	Composite Ninety Day Schedule:	as defined in Section ‎8.4.2;
	 	 
	Condition Precedent:	as defined in Section ‎2.3.1;
	 	 
	Confidential Information:	as defined in Section ‎18.1;
	 	 
	Connecting Pipeline:	any pipeline directly interconnected with Driftwood LNG Terminal,
  including the Driftwood Pipeline;
	 	 
	Contract Year:	as defined in Section ‎4.5;
	 	 
	CP Deadline:	as defined in Section ‎2.3.3;
	 	 
	CP Fulfillment Date:	as defined in Section ‎2.3.2;
	 	 
	CR:	as defined in Section ‎9.1.1;
	 	 
	Credit Rating:	a credit rating in respect of the senior, unsecured, long-term
  debt (not supported by third-party credit enhancement);
	 	 
	CSP:	as defined in Section ‎9.1.1;
	 	 
	Date of First Commercial Delivery:	as defined in Section ‎4.2;
	 	 
	Day:	a period of twenty-four (24) consecutive hours starting
                                            at 00:00 hours local time in Calcasieu Parish, Louisiana;
	 	 
	Delivery Point:	as defined in Section ‎6.1;
	 	 
	Delivery Window:	a twenty-four (24) hour period starting at 6:00 a.m. Central Time on a specified Day and ending twenty-four
  (24) consecutive hours thereafter that is allocated to Buyer under the ADP or Ninety Day Schedule, as applicable;




 






    5 


     


    

 


	Demurrage Event:	as defined in Section ‎7.12.3;
	 	 
	Direct Agreement:	as defined in Section ‎21.4.2;
	 	 
	Discharge Terminal:	with respect to each cargo of LNG taken or scheduled to be taken by Buyer pursuant to this Agreement,
  the facilities intended by Buyer to be utilized for the unloading, reception, discharge, storage, treatment (if necessary), and regasification
  of the LNG and the processing and send-out of Gas or regasified LNG, and other relevant infrastructure, including marine facilities
  (such as breakwaters and tugs) for the safe passage to berth of LNG Tankers, terminal facilities for the berthing and discharging of
  LNG Tankers, LNG storage tanks and the regasification plant;
	 	 
	Dispute:	any dispute or difference of whatsoever nature arising
                                            under, out of, in connection with or in relation (in any manner whatsoever) to this Agreement
                                            or the subject matter of this Agreement, including (a) any dispute or difference concerning
                                            the initial or continuing existence of this Agreement or any provision of it, or as to whether
                                            this Agreement or any provision of it is invalid, illegal or unenforceable (whether initially
                                            or otherwise); or (b) any dispute or claim which is ancillary or connected, in each
                                            case in any manner whatsoever, to the foregoing;
	 	 
	Driftwood:	Driftwood Holdings LP;
	 	 
	Driftwood Buyer:	each Person that is a party to a long-term LNG sale and purchase
  agreement with Seller;
	 	 
	Driftwood LNG Terminal:	the facilities that Seller intends to construct, own and operate (or have operated on its behalf) in
  Calcasieu Parish, Louisiana, on the Calcasieu River, including the Gas pretreatment and processing facilities, liquefaction facility,
  storage tanks, utilities, terminal facilities, and associated port and marine facilities, and all other related facilities both inside
  and outside the LNG plant, inclusive of up to the first five (5) Plants that Seller or its Affiliates construct;
	 	 
	Driftwood Marine Operations Manual:	as defined in Section ‎7.8;
	 	 
	Driftwood Pipeline:	that certain Gas pipeline that Driftwood Pipeline LLC intends to construct, own and operate (or have operated
  on its behalf), and which will interconnect the Driftwood LNG Terminal with other Gas pipelines;




 









    6 


     


    

 


	Effective Date:	as defined in the Preamble;
	 	 
	Electronic Transmission:	any form of communication, not directly involving the physical transmission of paper, that creates
  a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by
  such a recipient through an automated process;
	 	 
	EPC Contract:	that certain Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Driftwood
  LNG Phase 1 Liquefaction Facility, between Seller and Bechtel Oil, Gas and Chemicals, Inc., dated November 10, 2017, as may be amended,
  supplemented, transferred, replaced (in any way) or novated;
	 	 
	ETA:	with respect to an LNG Tanker, the estimated time of arrival
                                            of such LNG Tanker at the PBS;
	 	 
	EUR:	the lawful currency from time to time of the European Union;
	 	 
	Expert:	a Person agreed upon or appointed in accordance with
                                            Section ‎20.2.1;
	 	 
	Export Authorizations:	as defined in Section ‎2.1;
	 	 
	Export Control and Sanctions Laws:	export control and sanctions laws and regulations of the United States of America, including the Export
  Administration Regulations, 15 C.F.R. Parts 730 et seq., and economic sanctions administered by the U.S. Department of the Treasury,
  Office of Foreign Assets Control (OFAC), 31 C.F.R. Part 500 et seq.;
	 	 
	Fifth Window Period:	as defined in Section ‎4.3.5;
	 	 
	Final Contract Year:	as defined in Section ‎4.5(b);
	 	 
	Final Window Period:	as defined in Section ‎4.3.6;
	 	 
	Financial Institution:	(a) a U.S. or United Kingdom bank, insurance company, or other
  financial institution or (b) if reasonably acceptable to Seller, a foreign bank, insurance company, or other financial institution,
  and which in each case of (a) and (b) is rated at least ‘A-’ by S&P Global Ratings, a division of S&P Global Inc.
  (or a comparable rating form another internationally recognized ratings agency), and is not a Party;




 









    7 


     


    

 


	First Contract Year:	as defined in Section ‎4.5(a);




 


	First DFCD:	the first Date of First Commercial Delivery to occur under
  this Agreement in respect of Plant 1 or Plant 2;




 


	First Window Period:	as defined in Section ‎4.3.1;




 


	Force Majeure:	as defined in Section ‎14.1;




 


	Foundation Customer:	(i) Buyer and (ii) any customer of Seller that enters into
  an LNG sale and purchase agreement for the purchase and export of no less than one (1) million metric tonnes per annum of LNG from
  the Driftwood LNG Terminal, with a minimum LNG supply period of ten (10) years;




 


	Foundation Customer Priority:	as defined in Section ‎14.8;




 


	Fourth Window Period:	as defined in Section ‎4.3.4;




 


	Front Month Contract:	as defined in Section ‎9.1.1;




 


	FTA Export Authorization:	an order from the Office of Fossil Energy of the U.S. Department of Energy granting to Seller, its
  Affiliate, its direct or indirect LNG supplier or any other Person acting as agent on behalf of Seller or such LNG supplier the authorization
  to export LNG delivered pursuant to this Agreement (or pursuant to an LNG supply or tolling agreement with such LNG supplier) by vessel
  from the Driftwood LNG Terminal to countries that have entered into a free trade agreement with the United States of America requiring
  the national treatment for trade in natural gas for a specific term, as the same may be supplemented, amended, modified, changed, superseded
  or replaced from time to time;




 


	Full Cargo Lot:	the quantity of LNG which fills the LNG Tanker to the fullest extent that such LNG Tanker can safely
  load and carry;




 






    8 


     


    

 


	Gas:	any hydrocarbon or mixture of hydrocarbons consisting predominantly
                                            of methane that is in a gaseous state;
	 	 
	Gas Reserves:	Gas reserves which are owned by Seller or its Affiliates;
	 	 
	Governmental Authority:	any national, regional, state, or local government, or any subdivision, agency, commission or authority
  thereof (including any maritime authorities, port authority or any quasi-governmental agency), having jurisdiction over a Party (or
  any Affiliate or direct or indirect owner thereof), the Driftwood Pipeline, Gas in the Driftwood Pipeline, a Connecting Pipeline, Gas
  in a Connecting Pipeline or the Driftwood LNG Terminal, the Driftwood LNG Terminal, LNG in the Driftwood LNG Terminal, an LNG Tanker,
  LNG or Gas in an LNG Tanker, a Transporter, the last disembarkation port of an LNG Tanker, or a Discharge Terminal, or any Gas pipeline
  which Seller or its Affiliate has contracted capacity on, which interconnects with a Connecting Pipeline, as the case may be, and acting
  within its legal authority;
	 	 
	Gross Heating Value:	the quantity of heat expressed in Btu produced by the complete combustion in air of one (1) cubic foot
  of anhydrous gas, at a temperature of sixty (60) degrees Fahrenheit and at an absolute pressure of fourteen decimal six nine six (14.696)
  pounds per square inch, with the air at the same temperature and pressure as the gas, after cooling the products of the combustion
  to the initial temperature of the gas and air, and after condensation of the water formed by combustion;
	 	 
	Guarantor:	any Acceptable Guarantor executing a Guaranty for
                                            delivery to Seller hereunder to the extent required hereunder;
	 	 
	Guaranty:	an irrevocable payment guaranty executed by a Guarantor
                                            in favor of Seller, which is substantially in the form attached as Exhibit C hereto or another
                                            form acceptable to Seller;
	 	 
	Gunvor Group Limited Guaranty: 	an irrevocable payment guaranty executed by Gunvor Group Limited in favor of Seller, which is substantially
  in the form attached as Exhibit C hereto and for a total aggregate liability under such guaranty not to exceed USD [***] (US$[***]);




 









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	HH:	as defined in Section ‎14.3.4;
	 	 
	HSEC Laws:	all applicable health, safety, environment, and human rights laws and regulations, in the jurisdiction(s)
  in which a Party is required to comply for the purpose of this Agreement;
	 	 
	HSEC Permits:	any applicable permit, license, certification and/or other authorization that is required under the
  relevant HSEC Laws to fulfil a Party’s obligations under this Agreement;
	 	 
	ICC:	as defined in Section ‎20.2.1;
	 	 
	ICE:	as defined in Section ‎9.1.1;
	 	 
	Indemnified Party:	as defined in Section ‎15.4(a);
	 	 
	Indemnifying Party:	as defined in Section ‎15.4(a);
	 	 
	International LNG Terminal Standards:	to the extent not inconsistent with the express requirements of this Agreement, the international standards
  and practices applicable to the design, construction, equipment, operation or maintenance of LNG liquefaction terminals, established
  by the following (such standards to apply in the following order of priority): (i) a Governmental Authority having jurisdiction over
  the Driftwood LNG Terminal, Driftwood, the operator of the Driftwood LNG Terminal or Seller; (ii) the Society of International Gas
  Tanker and Terminal Operators (SIGTTO) (to the extent applicable); (iii) the Oil Companies International Marine Forum (OCIMF) (to the
  extent applicable) and (iv) any other internationally recognized non-governmental agency or organization with whose standards and practices
  it is customary for Reasonable and Prudent Operators of LNG liquefaction terminals, to comply, provided, however, that in the
  event of a conflict between any of the priorities noted above, the priority with the lowest roman numeral noted above shall prevail;



 






    10 


     


    

 




 


	International LNG Vessel Standards:	the
                                            standards and practices from time to time in force applicable to the ownership, design, equipment,
                                            operation or maintenance of LNG vessels established by: (i) a Governmental Authority having
                                            jurisdiction over the LNG vessel in the Loading Port; (ii) the International Maritime Organization
                                            (IMO); (iii) the classification society of the LNG vessel, provided such classification society
                                            is a member of the International Association of Classification Societies Ltd. (IACS); (iv) the
                                            Oil Companies International Marine Forum (OCIMF); (v) the Society of International Gas Tanker
                                            and Terminal Operators (SIGTTO); and (vi) any other internationally recognized agency or
                                            non-governmental organization with whose standards and practices it is customary for Reasonable
                                            and Prudent Operators of LNG vessels similar to those applicable to this Agreement, to comply,
                                            provided, however, that in the event of a conflict between any of the priorities noted
                                            above, the priority with the lowest roman numeral noted above shall prevail;



  


	International Standards: 	(i) with respect
                                            to Buyer, the International LNG Vessel Standards; (ii) with respect to Seller, the International
                                            LNG Terminal Standards;



 


	In-Transit Final Notice:	as defined in Section ‎7.9.3(d);




 


	In-Transit First Notice:	as defined in Section ‎7.9.2;




 


	In-Transit Fourth Notice:	as defined in Section ‎7.9.3(c);




 


	In-Transit Second Notice:	as defined in Section ‎7.9.3(a);




 


	In-Transit Third Notice:	as defined in Section ‎7.9.3(b);




 


	JKM:	as defined in Section ‎9.1.1;



 


	JKM CSP:	as defined in Section ‎9.1.1;




 


	Lender:	any Person, other than a shareholder of Seller or its
                                            Affiliates, duly authorized in its principal place of business to lend monies, to finance
                                            or to provide financial support in any form in respect of the Driftwood LNG Terminal or any
                                            other facilities under development by Seller, Driftwood or their respective Affiliates, including
                                            any commercial bank, export credit agency, funding agency, bondholder, institutional investor,
                                            insurance company, underwriter, or similar institution in relation to the provision of finance
                                            or financial support;



 






    11 


     


    

 


	Lenders’ Agent:	as defined in Section ‎21.4.1;




 


	Liquid Trading Point: 	any location referenced in Platts Gas Daily for the trading of physical Gas at such location;




 


	LNG:	Gas in a liquid state at or below its point of boiling
                                            and at or near atmospheric pressure;



 


	LNG Tanker(s):	an ocean-going vessel suitable for transporting LNG which complies with the requirements of this Agreement
  and which Buyer uses or causes to be used, or intends to use or to be used, in connection with this Agreement;




 


	Loading Port:	the port where the Driftwood LNG Terminal is located, or the port at an alternate supply source pursuant
  to Section ‎3.1.2;




 


	Loss:	any and all losses, liabilities, damages, costs, judgments,
                                            settlements and expenses (whether or not resulting from Claims by Third Parties), including
                                            interest and penalties with respect thereto and reasonable attorneys’ and accountants’
                                            fees and expenses;



 


	M:	as defined in Section ‎9.1.1;



 


	Major Scheduled Maintenance Quantity:	as defined in Section ‎5.5;




 


	Measurement Dispute:	as defined in Section ‎20.2.1;




 


	Mitigation Sale:	as defined in Section ‎5.7.5;




 


	Mitigation Sale Payment:	as defined in Section ‎5.7.6;




 


	MMBtu:	one million (1,000,000) Btus;



 


	Month:	each period of time which starts at 00:00 local time
                                            in Lake Charles, Louisiana, on the first Day of each calendar month and ends at 24:00 local
                                            time in Lake Charles, Louisiana, on the last Day of the same calendar month;



 


	MWh:	megawatt hour;



 






    12 


     


    

 


	Ninety Day Schedule:	as defined in Section ‎8.4.1;




 


	Non-FTA Export Authorization:	an order from the Office of Fossil Energy of the U.S. Department of Energy granting to Seller, its
  Affiliate, its direct or indirect LNG supplier or any other Person acting as agent on behalf of Seller or such LNG supplier the authorization
  to export LNG delivered pursuant to this Agreement (or pursuant to an LNG supply or tolling agreement with such LNG supplier) by vessel
  from the Driftwood LNG Terminal to countries that have not entered into a free trade agreement with the United States of America requiring
  the national treatment for trade in natural gas, which currently has or in the future develops the capacity to import LNG, and with
  which trade is not prohibited by United States of America law or policy, for a specific term, as the same may be supplemented, amended,
  modified, changed, superseded or replaced from time to time;




 


	Notice of Readiness or NOR:	the notice of readiness issued by the master of an LNG Tanker or its agent in accordance with Section
  ‎7.10.1;




 


	Off-Spec LNG:	as defined in Section ‎12.3.1;




 


	Operational Tolerance:	as defined in Section ‎5.6.3;




 


	P&I Club:	a Protection and Indemnity Club that is a member of the International Group of P&I Clubs;




 


	P&I Insurance:	as defined in Section ‎15.6(b);




 


	Party:	Buyer or Seller, and Parties means both
                                            Buyer and Seller;



 


	Payment Business Day: 	each Day that is a Business Day on which commercial banks are normally open to conduct business in
  the United States of America and Singapore;




 


	Payor:	as defined in Section ‎11.4;



 


	PBS:	the customary Pilot boarding station at the Loading Port
                                            where the Pilot boards the LNG Tanker, as determined by the applicable Governmental Authority
                                            or other entity with authority to regulate transit and berthing of vessels at the Loading
                                            Port;



 






    13 


     


    

 


	Person:	any individual, corporation, partnership, limited liability
                                            company, trust, unincorporated organization or other legal entity, including any Governmental
                                            Authority;



 


	Personal Information:	any data, whether true or not, about any individual from a Party or of any of its Affiliates who can
  be identified from that data alone, or from that data and other information about an individual which such Party has or is likely to
  have access to;




  


	Pilot:	any Person engaged by Transporter to come on board the
                                            LNG Tanker to assist the master in pilotage, maneuvering, berthing and unberthing of such
                                            LNG Tanker;



 


	Plant:	each of the LNG production plants to be constructed for
                                            the Driftwood LNG Terminal, up to the first five plants (and collectively, the “Plants”);



 


	Plant 1:	the LNG production plant to be constructed at the Driftwood LNG Terminal pursuant to the EPC Contract
  that is described thereunder as “LNG Plant 1”;




 


	Plant 2:	the LNG production plant to be constructed at the Driftwood LNG Terminal pursuant to the EPC Contract
  that is described thereunder as “LNG Plant 2”;




 


	Platts Business Day:	as defined in Section ‎9.1.1;




 


	Platts LNG Daily:	as defined in Section ‎9.1.1;




 


	Port Charges:	all charges of whatsoever nature (including rates, tolls, dues, fees, and imposts of every description)
  in respect of an LNG Tanker entering or leaving the Loading Port or loading LNG, including wharfage fees, in-and-out fees, franchise
  fees, line handling charges, and charges imposed by tugs, the United States Coast Guard, a port authority, a harbor master, a Pilot,
  and any other authorized Person assisting an LNG Tanker to enter or leave the Loading Port, and further including port use fees, throughput
  fees and similar fees payable by users of the Loading Port (or by Seller or the operator of the Driftwood LNG Terminal on behalf of
  such users);




 






    14 


     


    

 


	Port Liability Agreement:	an agreement for use of the port and marine facilities located at the Loading Port, to be entered into
  as described in Section ‎7.7.1, in the form attached in Exhibit B hereto as may be amended pursuant to Section ‎7.7.4;




 


	Preliminary AACQ:	as defined in Section ‎5.4.1;




 


	Pricing Date:	as defined in Section ‎9.1.1;




 


	Pricing Month:	as defined in Section ‎9.1.1;




 


	Provisional Invoice:	as defined in Section ‎10.1.7(a);




 


	Reasonable and Prudent Operator:	a Person seeking in good faith to perform its contractual obligations, and in so doing, and in the
  general conduct of its undertaking, exercising that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily
  be expected from a skilled and experienced operator, complying with all applicable International Standards and practices and regulations
  and approvals of Governmental Authorities, engaged in the same type of undertaking under the same or similar circumstances and conditions;




 


	Required Modification:	as defined in Section ‎7.3.2;




 


	Round-Down Quantity:	as defined in Section ‎5.4.3;




 


	Round-Up Quantity:	as defined in Section ‎5.4.2;




 


	SCF:	for Gas, the quantity of anhydrous Gas that occupies one (1)
                                            cubic foot of space at a temperature of sixty (60) degrees Fahrenheit and a pressure of fourteen
                                            decimal six nine six (14.696) pounds per square inch absolute;



 


	Scheduled Cargo Quantity:	the quantity of LNG (in MMBtus) identified in the ADP or Ninety Day Schedule to be loaded onto an LNG
  Tanker in a Delivery Window in accordance with Section ‎8;




 


	Second DFCD:	the second Date of First Commercial Delivery to occur under this Agreement in respect of Plant 1 or
  Plant 2;




 


	Second Window Period:	as defined in Section ‎4.3.2;




 






    15 


     


    

 


	Seller:	as defined in the Preamble;



 


	Seller Aggregate Liability:	as defined in Section ‎15.2.6(b);




 


	Seller Liability Cap:	as defined in Section ‎15.2.6(c);




 


	Seller Taxes:	as defined in Section ‎11.2;




 


	SI:	the International System of Units;



 


	SIRE:	Ship Inspection Report Programme;



 


	SIRE Accredited Inspector:	an inspector qualified by the OCIMF to inspect an LNG Tanker for the purpose of generating an inspection
  report for inclusion in OCIMF’s Ship Inspection Report Programme;




 


	SOFR:	the rate per annum equal to the 90-day average of the
                                            Secured Overnight Financing Rate published by the Federal Reserve Bank of New York (https://www.newyorkfed.org/markets/reference-rates/sofr)
                                            at 8:00 am U.S. Eastern Time on the day that is two (2) Business Days prior to the applicable
                                            payment due date; provided, that, (a) if there is no such publication on any such
                                            day, the rate shall be the rate appearing at 8:00 am U.S. Eastern Time for the immediately
                                            preceding publication date, and (b) if SOFR, as calculated pursuant to the foregoing, is
                                            negative, then it shall be deemed to be zero;



 


	Specifications:	as defined in Section ‎12.1;



 


	Stub Quantity:	as defined in Section ‎5.4.1;




 


	Tangible Net Worth:	at any date of determination with respect to Gunvor Group Limited, the amount equal to (x) all consolidated
  assets of Gunvor Group Limited and its consolidated subsidiaries, including any cash or cash equivalents and any assets consisting
  of equity securities or equity interests in any other entity, but excluding the value of goodwill and intangible assets of Gunvor Group
  Limited and its consolidated subsidiaries, minus (y) all consolidated liabilities of Gunvor Group Limited and its consolidated subsidiaries,
  as shown in its latest audited financial statements prepared in accordance with International Financial Reporting Standards and audited
  by a reputable international accounting firm;




 






    16 


     


    

 


	Taxes:	all taxes, levies, duties, charges, withholdings and
                                            all other assessments in the nature of a tax (but excluding Port Charges), which may now
                                            or hereafter be enacted, levied or imposed, directly or indirectly, by a Governmental Authority,
                                            including income, value added, goods and services, sales and use, gross receipts, license,
                                            payroll, environmental, profits, severance, premium, franchise, property, ad valorem, excise,
                                            capital stock, import, stamp, transfer, withholding, employment, occupation, generation,
                                            privilege, utility, regulatory, energy, consumption, lease, filing, recording and activity
                                            taxes, levies, duties, fees, charges, and imposts and any taxes imposed by reference to energy
                                            value and/or carbon content (regardless of whether the quantum of the tax is calculated by
                                            reference to energy value and/or carbon content or by reference to sums payable under this
                                            Agreement or otherwise), together with any and all penalties, interest and additions thereto;



 


		Term:	as defined in Section ‎4.1;



 


	Terminating Party:	as defined in Section ‎19.3.1;




 


	Termination Event:	as defined in Section ‎19.2;




 


	Third Party:	a Person other than a Party;




 


	Third Party Claim:	as defined in Section ‎15.4(a);




 


	Third Window Period:	as defined in Section ‎4.3.3;




 


	Threshold Quantity:	as defined in Section ‎14.3.1;




 


	Trade Restrictions:	as defined in Section ‎25.1.3;




 


	Transfer Taxes:	as defined in Section ‎11.5;




 


	Transporter:	any Person who contracts with Buyer (or any Person
                                            taking delivery, at the Driftwood LNG Terminal, of LNG sold to Buyer hereunder), for purposes
                                            of providing or operating any of the LNG Tankers;



 


	TTF:	as defined in Section ‎9.1.1;



 


	TTF CSP:	as defined in Section ‎9.1.1;




 






    17 


     


    

 


	Upstream Assets:	any Gas Reserves; and any wells, wellbores and related equipment, and the lands and premises on which
  such wells, wellbores and related equipment are located, and any production, storage, transportation, processing, gathering, compression
  and other midstream facilities, and other similar hydrocarbon facilities, that produce, store, transport, process, gather or compress
  Gas from time to time, that are owned or contracted by one or more of Seller’s Affiliates, and to the extent which they are used
  in respect of Gas Reserves but excluding any Connecting Pipeline;




 


	Upstream FM:	as defined in Section ‎14.3.1;




 


	Upstream FM Cargo:	as defined in Section ‎14.3.1; and




 


	USD or US$:	the lawful currency from time to time of the United States of America.




 


		1.2	Interpretation



 


For purposes of this Agreement:


 


		1.2.1	The titles, headings, and numbering
                                            in this Agreement are included for convenience only and will have no effect on the construction
                                            or interpretation of this Agreement.



 


		1.2.2	References in this Agreement to
                                            Sections and Exhibits are to those of this Agreement unless otherwise indicated. References
                                            to this Agreement and to agreements and contractual instruments will be deemed to include
                                            all exhibits, schedules, appendices, annexes, and other attachments thereto and all subsequent
                                            amendments and other modifications to such instruments, to the extent such amendments and
                                            other modifications are not prohibited by the terms of this Agreement.



 


		1.2.3	The word “include”
                                            or “including” will be deemed to be followed by “without limitation.”
                                            The term “will” has the same meaning as “shall,” and thus imposes
                                            an obligation.



 


		1.2.4	Whenever the context so requires,
                                            the singular includes the plural and the plural includes the singular, and the gender of
                                            any pronoun includes the other gender.



 


		1.2.5	Unless otherwise indicated, references
                                            to any statute, regulation or other law will be deemed to refer to such statute, regulation
                                            or other law as amended or any successor law.



 






    18 


     


    

 


		1.2.6	Unless otherwise indicated, references
                                            to a Person shall include such Person’s successors and permitted assigns.



 


		1.2.7	Unless otherwise indicated, any
                                            reference to a time of Day shall be to Central Time in the United States of America.



 


		1.2.8	Approximate conversions of any
                                            unit of measurement contained in parenthesis following the primary unit of measurement included
                                            in Sections 1 through ‎25 of this Agreement are inserted as a matter of operational
                                            convenience only to show the approximate equivalent in such different measurement. The obligations
                                            of the Parties under Sections 1 through ‎25 of this Agreement will be undertaken
                                            in respect of the primary unit of measurement and not in respect of any such approximate
                                            conversion.



 


		1.3	Replacement of Rates and Indices No Longer
                                            Available



 


		1.3.1	Subject to Section ‎1.3.6,
                                            if (a) a publication that contains a rate or index used in this Agreement ceases to be published
                                            for any reason or (b) such a rate or index ceases to exist, is materially modified, or no
                                            longer is used as a liquid trading point for Gas or LNG (as applicable), so as systematically
                                            to change its economic result, or is disaggregated, displaced or abandoned, for any reason,
                                            the Parties shall promptly discuss, with the aim of jointly selecting a rate or index or
                                            rates or indices to be used in place of such rates and indices that maintains the intent
                                            and economic effect of those original rates or indices.



 


		1.3.2	If the Parties fail to agree on
                                            a replacement rate or index pursuant to Section ‎1.3.1 within thirty (30) Days,
                                            either Party may submit such issue to an Expert pursuant to Section ‎20.2,
                                            as amended by the provisions of this Section ‎1.3.2. Any Expert selected shall
                                            be instructed to select the published rate or index, or a combination of published rates
                                            or indices, with adjustments as necessary or appropriate, that most nearly preserves the
                                            intent and economic result of the original rates or indices. If the Parties are not able
                                            to agree upon an Expert within ten (10) Days after the receipt of the notice of request for
                                            expert determination, either Party may elect to refer the determination of the replacement
                                            rate or index for arbitration in accordance with Section ‎20.1.



 


		1.3.3	If any rate used in this Agreement
                                            is not published for a particular date, but the publication containing such rate continues
                                            to be published and the rate itself continues to exist, the Parties shall use the published
                                            rate in effect for the date such rate was most recently published prior to the particular
                                            date, unless otherwise provided in this Agreement.



 


		1.3.4	If any index used in this Agreement
                                            is not published for a particular date, but the publication containing such index continues
                                            to be published and the index itself continues to exist, the Parties shall use the published
                                            index in effect for the date such index was most recently published prior to the particular
                                            date, unless otherwise provided in this Agreement. If the index is subsequently published
                                            for the particular date, such published index will be substituted for the previously-used
                                            index and any calculations involving such index will be recalculated and the Parties will
                                            take any necessary actions based upon these revised calculations, including adjustments of
                                            amounts previously invoiced or paid.



 






    19 


     


    

  


		1.3.5	If an incorrect value is published
                                            for any rate or index used in this Agreement and such error is corrected and published within
                                            ninety (90) Days of the date of the publication of such incorrect rate or index, such corrected
                                            rate or index will be substituted for the incorrect rate or index and any calculations involving
                                            such rate or index will be recalculated and the Parties will take any necessary actions based
                                            upon these revised calculations, including adjustments of amounts previously invoiced or
                                            paid.



 


		1.3.6	In respect of JKM, if (a) the methodology
                                            of calculating JKM has materially changed; (b) the quotation is not available because the
                                            publisher (i) is insolvent or (ii) announces that it will cease to provide that quotation,
                                            and in each case there is no successor publisher; (c) the quotation is formally discontinued
                                            or the publisher of the quotation announces that it may no longer be used; or (d) in the
                                            opinion of both Buyer and Seller confirmed by each Party in writing, the basis for the quotation
                                            no longer reflects the original intent of the Parties and would otherwise be no longer appropriate
                                            under this Agreement, then either Party may notify the other Party that the notifying Party
                                            requests an amendment to this Agreement to replace JKM with (x) a benchmark quotation that
                                            has been formally designated, nominated or recommended as the replacement quotation by the
                                            publisher of the quotation, and if there is no such formally designated replacement, with
                                            (y) a comparable successor or alternative quotation expressed in USD per MMBtu that is then
                                            broadly accepted as the prevailing market practice for spot LNG sales and purchases in Japan
                                            Korea, China and Taiwan in lieu of “JKM” and is reasonably acceptable to Buyer
                                            and Seller or (z) if no such broadly accepted comparable successor quotation exists at such
                                            time, a successor or alternative quotation as Buyer and Seller may reasonably determine;
                                            in each case that maintains the Parties in a similar commercial position as they were when
                                            using JKM. Then, if Parties mutually agree to proceed and notwithstanding any other provision
                                            of this Agreement, (i) Buyer and Seller shall promptly negotiate in good faith a JKM replacement
                                            amendment in form and substance reasonably satisfactory to Buyer and Seller and (ii) such
                                            JKM replacement amendment shall become effective upon the execution and delivery of such
                                            JKM replacement amendment by Buyer and Seller. In the event Parties do not agree on a JKM
                                            replacement, the Parties hereby agree that an Expert shall determine the JKM replacement
                                            in accordance with Section ‎20.2. A change that does not materially affect the
                                            economic balance of this Agreement, such as a change in the JKM name, shall not trigger this
                                            Section ‎1.3.6.



 






    20 


     


    

 


	2.	Approvals



 


		2.1	Approvals



 


Seller shall at all times obtain and
maintain, or cause to be obtained and maintained, in force the FTA Export Authorization(s) and Non-FTA Export Authorization(s) required
to permit the export of all quantities of LNG to be made available hereunder (each of the foregoing FTA Export Authorization(s) and Non-FTA
Export Authorization(s), an “Export Authorization”), in each case except as may be excused by Force Majeure. Each
Party shall use reasonable efforts to obtain and maintain in force, or cause to be obtained and maintained in force, the other Approvals
(other than the Export Authorizations) that are required for its own performance of this Agreement, and shall cooperate fully with each
other whenever necessary for this purpose.


 


		2.2	Change in Export Laws



 


If the laws of the United States of America
do not require maintenance of or compliance with one or more Export Authorization(s) to export LNG from the United States of America
to a Discharge Terminal, then in respect of such Discharge Terminal, for so long as the laws of the United States of America do not require
such maintenance or compliance, the Parties agree that this Agreement shall be read and construed to omit those provisions of this Agreement
relating to such affected Export Authorization(s) and neither Party shall have any rights or obligations (including obligations to maintain
such affected Export Authorization(s) and claims of Force Majeure) in respect of any such Export Authorization(s).


 


		2.3	Conditions Precedent



 


		2.3.1	The Parties recognize and agree
                                            that this Agreement (other than the provisions of this Section ‎2.3 and Sections
                                            ‎1, ‎2.1, ‎2.2, ‎4.1 and ‎14
                                            to ‎25, which shall all be in full force and effect as of the Effective Date)
                                            shall not become effective unless and until each of the following conditions have been satisfied,
                                            or waived by mutual agreement (each, a “Condition Precedent”):



 


		(a)	Seller has issued to the EPC contractor
                                            under the EPC Contract an unconditional full notice to proceed for the construction of the
                                            first two Plants; and



 


		(b)	Seller or an Affiliate of Seller has secured
                                            the necessary financing arrangements to construct such Plants and has achieved financial
                                            close under such arrangements.



 


		2.3.2	Promptly upon satisfaction of each
                                            Condition Precedent, Seller shall notify Buyer of such satisfaction. The date that the last
                                            of the Conditions Precedent is satisfied or waived shall be the “CP Fulfillment
                                            Date.”



 






    21 


     


    

 


		2.3.3	If either Condition Precedent is
                                            not satisfied by December 31, 2022 (such date, as may be revised in accordance with this
                                            Section ‎2.3.3, the “CP Deadline”) in circumstances other
                                            than where such Condition Precedent has been waived in accordance with Section ‎2.3.2,
                                            Seller shall give notice to that effect to Buyer and, if requested by Buyer, shall provide
                                            an explanation of the reason for the delay in satisfaction of the Conditions Precedent and
                                            the revised date by which it is reasonably expected that the Conditions Precedent will be
                                            satisfied. If the Parties agree in writing to change the deadline for satisfaction of the
                                            Conditions Precedent to the revised date notified by Seller or another date, such revised
                                            date shall be deemed the CP Deadline for all purposes of this Agreement.



 


		2.3.4	If either Condition Precedent has
                                            been neither satisfied nor waived by the CP Deadline (as such CP Deadline may be revised
                                            pursuant to Section ‎2.3.3), then at any time after such CP Deadline either
                                            Party may give to the other Party a notice of termination of this Agreement. Such notice
                                            of termination shall be effective in accordance with Section ‎19.3.2 if either
                                            Condition Precedent remains neither satisfied nor waived prior to the applicable termination
                                            date pursuant to Section ‎19.3.2.



 


	3.	Subject Matter



 


		3.1	Sale and Purchase of LNG



 


		3.1.1	Seller shall sell and make available
                                            for delivery, or compensate Buyer if not made available for delivery, LNG in cargoes at the
                                            Delivery Point, and Buyer shall take and pay for, or compensate Seller if not taken, such
                                            LNG, in the quantities and at the prices set forth in and otherwise in accordance with and
                                            subject to the provisions of this Agreement.



 


		3.1.2	Seller intends to load cargoes
                                            from the Driftwood LNG Terminal, but, upon not less than sixty (60) Days’ prior written
                                            notice and subject to the prior written consent of Buyer (such consent not to be unreasonably
                                            withheld or delayed), Seller may deliver cargoes to Buyer from any alternate source; provided,
                                            that:



 


		(a)	LNG from such alternate source shall,
                                            when made available by Seller to Buyer, comply with the Specifications;



 


		(b)	there is no legal, contractual, operational
                                            or regulatory restriction (including as a result of Buyer’s resale arrangement) on
                                            Buyer being able to load and sell LNG from the alternate source;



 


		(c)	Seller has agreed to reimburse Buyer an
                                            amount equal to Buyer’s reasonable estimate of the increased costs that would be incurred
                                            as a result of the delivery of LNG at such alternate source;



 






    22 


     


    

 


		(d)	the delivery of LNG at an alternate source
                                            is necessitated by operational conditions affecting the Driftwood LNG Terminal that have
                                            reduced the capability of the Driftwood LNG Terminal to produce or load LNG;



 


		(e)	in Buyer’s determination, acting
                                            reasonably, loading from such facility does not impair Buyer’s shipping schedule;



 


		(f)	the facilities at the alternate source
                                            are compatible with LNG Tankers and acceptable in the reasonable determination of Buyer;



 


		(g)	any other condition reasonably imposed
                                            by Buyer has been satisfied by Seller to Buyer’s reasonable satisfaction;



 


		(h)	the alternate source and the voyage thereto
                                            do not present added risks or dangers to any LNG Tanker or personnel of Buyer or any Affiliate
                                            of Buyer in the reasonable determination of Buyer; and



 


		(i)	material operational changes, including
                                            material changes to NOR procedures, that arise due to loading at the alternate source as
                                            opposed to loading at the Driftwood LNG Terminal, are agreed in writing after consultation
                                            between Buyer and Seller.



 


	4.	Term



 


		4.1	Term



 


This Agreement shall enter into force
and effect as set forth in Section ‎2.3.1 and, subject to Section ‎19, shall continue in force and effect until the tenth
(10th) anniversary of the First DFCD (the “Term”).


 


		4.2	Date of First Commercial Delivery



 


The Day notified by Seller to Buyer in
respect of either Plant 1 or Plant 2, as applicable, shall be the “Date of First Commercial Delivery” for such Plant,
which Day will be determined in accordance with Sections ‎4.3 and ‎4.4.


 


		4.3	Notification of Date of First Commercial
                                            Delivery



 


		4.3.1	For Plant 1, the period that begins
                                            on the first Day of the Month that follows the date that is forty-eight (48) Months after
                                            the CP Fulfillment Date and ends three hundred sixty-five (365) Days later; and for Plant
                                            2, the period that begins on the first Day of the Month that follows the date that is fifty-seven
                                            (57) Months after the CP Fulfillment Date and ends three hundred sixty-five (365) Days later;
                                            shall be the “First Window Period” for such Plant.



 






    23 


     


    

 


		4.3.2	Seller shall notify Buyer at least
                                            seven hundred thirty (730) Days prior to the commencement of each First Window Period of
                                            a two hundred seventy (270) Day period falling within the First Window Period (“Second
                                            Window Period”) during which the Date of First Commercial Delivery of the relevant
                                            Plant is expected to occur, or, in the absence of notification by Seller in accordance with
                                            this Section ‎4.3.2, the relevant Second Window Period shall be deemed to be
                                            the last two hundred seventy (270) Days of the associated First Window Period.



 


		4.3.3	Seller shall notify Buyer at least
                                            two hundred seventy (270) Days prior to the commencement of each Second Window Period of
                                            a one hundred eighty (180) Day period falling within the Second Window Period (“Third
                                            Window Period”) during which the Date of First Commercial Delivery of the relevant
                                            Plant is expected to occur, or, in the absence of notification by Seller in accordance with
                                            this Section ‎4.3.3, the relevant Third Window Period shall be deemed to be
                                            the last one hundred eighty (180) Days of the associated Second Window Period.



 


		4.3.4	Seller shall notify Buyer at least
                                            one hundred twenty (120) Days prior to the commencement of each Third Window Period of a
                                            ninety (90) Day period falling within the Third Window Period (“Fourth Window Period”)
                                            during which the Date of First Commercial Delivery of the relevant Plant is expected to occur,
                                            or, in the absence of notification by Seller in accordance with this Section ‎4.3.6,
                                            the relevant Fourth Window Period shall be deemed to be the last ninety (90) Days of the
                                            associated Third Window Period.



 


		4.3.5	Seller shall notify Buyer at least
                                            ninety (90) Days prior to the commencement of each Fourth Window Period of a sixty (60) Day
                                            period falling within the Fourth Window Period (“Fifth Window Period”)
                                            during which the Date of First Commercial Delivery of the relevant Plant is expected to occur,
                                            or, in the absence of notification by Seller in accordance with this Section ‎4.3.6,
                                            the relevant Fifth Window Period shall be deemed to be the last sixty (60) Days of the associated
                                            Fourth Window Period.



 


		4.3.6	Seller shall notify Buyer at least
                                            sixty (60) Days prior to the commencement of each Fifth Window Period of a thirty (30) Day
                                            period falling within the Fifth Window Period (“Final Window Period”)
                                            during which the Date of First Commercial Delivery of the relevant Plant is expected to occur,
                                            or, in the absence of notification by Seller in accordance with this Section ‎4.3.6,
                                            the relevant Final Window Period shall be deemed to be the last thirty (30) Days of the associated
                                            Fifth Window Period. Seller shall concurrently provide a non-binding good faith estimate
                                            of the ten (10) Day period falling within the Final Window Period during which the Date of
                                            First Commercial Delivery of the relevant Plant is expected to occur.



 


		4.3.7	Subject to Section ‎4.4.1,
                                            Seller shall notify Buyer at least forty-five (45) Days prior to the commencement of each
                                            Final Window Period of the Day within such Final Window Period which is expected to be the
                                            Date of First Commercial Delivery of the relevant Plant, or, in the absence of notification
                                            by Seller in accordance with this Section ‎4.3.7, the Date of First Commercial
                                            Delivery of such Plant shall be deemed to be the last Day of the associated Final Window
                                            Period.



 






    24 


     


    

 


		4.3.8	Subject to Section ‎4.4.1,
                                            the Date of First Commercial Delivery of a Plant shall be the date so notified pursuant to
                                            this Section ‎4.3, regardless of whether any LNG is scheduled for delivery to
                                            Buyer or whether any LNG is in fact so delivered from such Plant. Seller shall provide non-binding
                                            good faith estimates of each Date of First Commercial Delivery from time to time as credible
                                            and relevant information is available (but not less frequently than one (1) update every
                                            six (6) Months).



 


		4.3.9	Each window period identified in
                                            this Section ‎4.3 may be extended, and the Date of First Commercial Delivery
                                            of each Plant may be deferred, on a Day-for-Day basis, for any event of force majeure affecting
                                            Seller, its Affiliates, the Driftwood LNG Terminal or the Driftwood Pipeline that delays
                                            construction or commissioning of a Plant or the Driftwood Pipeline or otherwise delays a
                                            Plant or the Driftwood Pipeline becoming Commercially Operable; provided that any such extension
                                            or deferral shall not exceed three hundred and sixty-five (365) Days.



 


		4.4	Delayed Date of First Commercial Delivery



 


		4.4.1	Notwithstanding Section ‎4.3
                                            to the contrary, if Plant 1 or Plant 2, as applicable, or the Driftwood Pipeline, has not
                                            become Commercially Operable by the last Day of the Final Window Period for the relevant
                                            Plant as specified in Section ‎4.3.6 (as such window period may have been extended
                                            pursuant to Section ‎4.3.9), the Date of First Commercial Delivery of such Plant
                                            shall be the Day notified by Seller to Buyer, which Day shall not occur prior to the Day
                                            that such Plant and the Driftwood Pipeline are Commercially Operable.



 


		4.4.2	If the First DFCD does not occur
                                            by the date that is one hundred and eighty (180) Days after the last Day of the Final Window
                                            Period for Plant 1 (as such window period may have been extended pursuant to Section ‎4.3.9),
                                            Buyer may elect to terminate this Agreement without liability for either Party pursuant to
                                            Section ‎19.2.9 by delivering notice of such election to Seller no later than
                                            two hundred and seventy (270) Days after the last Day of the Final Window Period for Plant
                                            1 (as such window period may have been extended pursuant to Section ‎4.3.9),
                                            and Seller may elect to terminate this Agreement without liability for either Party pursuant
                                            to Section ‎19.2.9 by delivering notice of such election to Buyer no earlier
                                            than five hundred and forty (540) Days after the last Day of the Final Window Period for
                                            Plant 1 (as such window period may have been extended pursuant to Section ‎4.3.9),
                                            provided that in such circumstances, Seller may only terminate this Agreement if it
                                            terminates all other LNG sale and purchase agreements with Foundation Customers that have
                                            a start of term associated with Plant 1 or Plant 2.



 






    25 


     


    

 



 


		4.5	Contract Year



 


References to a “Contract Year”
mean a period of time from and including January 1st through and including December 31st of the same calendar year,
provided that:


 


		(a)	the first Contract Year is the period
                                            of time beginning on the First DFCD and ending on December 31st of the same calendar
                                            year (the “First Contract Year”); and



 


		(b)	the final Contract Year is the period
                                            of time beginning on the January 1st immediately preceding the final Day of the
                                            Term and ending on the final Day of the Term (the “Final Contract Year”).



 


		5.	Quantities



 


		5.1	ACQ



 


		5.1.1	ACQ. Subject to Sections
                                            ‎5.1.2 and ‎5.1.3, Buyer’s annual contract quantity of LNG
                                            under this Agreement (“ACQ”) for a given Contract Year shall be one hundred
                                            and fifty six million five hundred and ten thousand (156,510,000) MMBtu.



 


		5.1.2	First and Final Contract Years.
                                            The ACQ for the First Contract Year and Final Contract Year shall be pro-rated based on the
                                            number of days in each such Contract Year.



 


		5.1.3	Start-Up.



 


		(a)	Subject to Section ‎5.1.2,
                                            the ACQ for each Contract Year before the Contract Year in which the Second DFCD occurs shall
                                            be seventy eight million two hundred and fifty five thousand (78,255,000) MMBtu.



 


		(b)	The ACQ for the Contract Year in which
                                            the Second DFCD occurs shall equal the sum of the following:



 


		(i)	for the period of time in such Contract
                                            Year prior to the Second DFCD, seventy eight million two hundred and fifty five thousand
                                            (78,255,000) MMBtu, pro-rated for the number of days in such Contract Year before the Second
                                            DFCD; and



 


		(ii)	for the period of time in such Contract
                                            Year on and after the Second DFCD, one hundred fifty six million five hundred ten thousand
                                            (156,510,000) MMBtu, pro-rated for the number of days in such Contract Year on and after
                                            the Second DFCD.



 









    26 


     


    

 


		5.1.4	Measurement Units. The ACQ
                                            shall be expressed in MMBtus. All references in this Agreement to cargoes or other units
                                            are solely for operational convenience.



 


		5.2	Adjusted Annual Contract Quantity



 


The “Adjusted Annual Contract
Quantity” or “AACQ”, expressed in MMBtu, for each Contract Year shall be equal to the ACQ for the relevant
Contract Year, plus any of the following:


 


		5.2.1	any Round-Up Quantity for such
                                            Contract Year, determined in accordance with Section ‎5.4.2; and



 


		5.2.2	any Round-Down Quantity for the
                                            previous Contract Year, determined in accordance with Section ‎5.4.3, and carried
                                            forward to the current Contract Year;



 


less any of the following:


 


		5.2.3	any Major Scheduled Maintenance
                                            Quantities for such Contract Year, if any, determined in accordance with Section ‎5.5;



 


		5.2.4	any Round-Up Quantity taken in
                                            the previous Contract Year, determined in accordance with Section ‎5.4.2, and
                                            carried forward as a deduction to the current Contract Year; and



 


		5.2.5	any Round-Down Quantity for the
                                            current Contract Year, determined in accordance with Section ‎5.4.3.



 


		5.3	Ratable Deliveries



 


Subject to adjustments for partial Contract
Years, and the Contract Year in which the Second DFCD occurs, with respect to each Contract Year, the AACQ for the relevant Contract
Year shall be scheduled for delivery in the relevant ADP on a reasonably even and ratable basis throughout the relevant Contract Year,
taking into consideration planned maintenance at the Driftwood LNG Terminal.


 


		5.4	Round-Up/Round-Down Quantities



 


		5.4.1	If, during the development of the
                                            ADP for a Contract Year, it appears that the delivery during such Contract Year of the AACQ
                                            (calculated without regard to Section ‎5.2.1 or ‎5.2.5) (the “Preliminary
                                            AACQ”) would require Seller to make available and Buyer to take a quantity of LNG
                                            that is less than a Full Cargo Lot (such quantity, the “Stub Quantity”),
                                            then Seller may request pursuant to Section ‎8.1.3(b), or Buyer may request
                                            pursuant to Section ‎8.2.1, as applicable, that the AACQ be increased by a quantity
                                            of LNG sufficient to deliver the AACQ in Full Cargo Lots. The other Party shall use reasonable
                                            efforts to accommodate the request.



 









    27 


     


    

 


		5.4.2	If the other Party, through the
                                            use of reasonable efforts, is able to schedule the delivery or receipt, as applicable, of
                                            the additional LNG, then the difference between the AACQ and the Preliminary AACQ shall be
                                            the “Round-Up Quantity” for such Contract Year; provided, however,
                                            that the Round-Up Quantity shall be less than a Full Cargo Lot. In granting requests for
                                            round-up quantities, Seller shall act in a non-discriminatory manner among Foundation Customers
                                            and shall give priority to the requests of Foundation Customers over the requests of other
                                            Driftwood buyers.



 


		5.4.3	If the other Party, despite its
                                            exercise of reasonable efforts, is not able to schedule the delivery or receipt, as applicable,
                                            of the additional LNG, or if neither Party requests a Round-Up Quantity pursuant to Section
                                            ‎8.1.3(b) or ‎8.2.1, as applicable, then the Stub Quantity shall
                                            be the “Round-Down Quantity” for such Contract Year; provided, however,
                                            that the Round-Down Quantity shall be less than a Full Cargo Lot.



 


		5.5	Major Scheduled Maintenance



 


Seller shall be entitled, pursuant to
Section ‎5.2.3, to reduce the AACQ in order to perform major scheduled maintenance to the Driftwood LNG Terminal (the “Major
Scheduled Maintenance Quantity”) subject to the following conditions:


 


		5.5.1	Seller may only exercise its right
                                            to such reduction in a Contract Year to the extent Seller determines, as a Reasonable and
                                            Prudent Operator, that major scheduled maintenance is required for operational reasons;



 


		5.5.2	Seller shall notify Buyer of its
                                            exercise of, and the amount of, Major Scheduled Maintenance Quantity and the time period
                                            during which such maintenance is scheduled to occur pursuant to Section ‎8.1.1(b);



 


		5.5.3	the Major Scheduled Maintenance
                                            Quantity reduction elected by Seller during any Contract Year may not exceed seven decimal
                                            five percent (7.5%) of the ACQ for such Contract Year; and



 


		5.5.4	the cumulative amount of all Major
                                            Scheduled Maintenance Quantity reductions elected by Seller pursuant to this Section ‎5.5
                                            shall not exceed twenty-five percent (25%) of the ACQ during any six (6) consecutive Contract
                                            Years.



 






    28 


     


    

 


		5.6	Seller’s Delivery Obligation



 


		5.6.1	During any Contract Year, Seller
                                            shall make available to Buyer the Scheduled Cargo Quantity with respect to each cargo scheduled
                                            in the ADP for such Contract Year, less;



 


		(a)	any quantities of LNG not taken by Buyer
                                            for any reasons attributable to Buyer (other than quantities for which Buyer is excused pursuant
                                            to this Agreement from taking due to Seller’s breach of this Agreement), including
                                            quantities not taken by Buyer due to Force Majeure affecting Buyer;



 


		(b)	any quantities of LNG not made available
                                            by Seller due to Force Majeure affecting Seller or Upstream FM; and



 


		(c)	any cargo suspended pursuant to Section
                                            ‎19.1.



 


		5.6.2	Except as otherwise excused in
                                            accordance with the provisions of this Agreement, if, during any Contract Year, for any reason
                                            other than those specified in Section ‎5.6.1, Seller does not make available
                                            the Scheduled Cargo Quantity with respect to any cargo identified in Section ‎5.6.1
                                            then the amount by which the Scheduled Cargo Quantity for such cargo exceeds the quantity
                                            of LNG made available by Seller in relation to such cargo shall be the “Cargo DoP
                                            Quantity”. Seller shall pay to Buyer for the Cargo DoP Quantity in an amount equal
                                            to:



 


		(a)	in respect of any Cargo DoP Quantity or
                                            portion thereof for which a replacement quantity can be purchased:



 


		(i)	an amount equal to the actual, documented
                                            costs incurred by Buyer for the purchase of a replacement quantity of LNG or Gas (not to
                                            exceed the MMBtu equivalent of the Cargo DoP Quantity); less



 


		(ii)	an amount equal to the applicable CSP,
                                            multiplied by the Cargo DoP Quantity; plus



 


		(iii)	any actual, reasonable and verifiable
                                            incremental costs incurred by Buyer as a result of such failure; less



 


		(iv)	any actual, reasonable and verifiable savings
                                            obtained by Buyer as a result of such failure; plus



 


		(b)	in respect of any Cargo DoP Quantity or
                                            portion thereof for which a replacement quantity cannot be purchased, any actual, reasonable
                                            and verifiable costs incurred by Buyer by adjusting, reducing, or terminating its resale
                                            arrangements in respect of such LNG, including any capacity reservation and transportation
                                            costs; (the “Cargo DoP Payment”); provided, however, that
                                            the Cargo DoP Payment shall not exceed an amount equal to [***] percent ([***]%) of the CSP,
                                            multiplied by the Cargo DoP Quantity.



  






    29 


     


    

  


		5.6.3	Notwithstanding the foregoing,
                                            if the Cargo DoP Quantity is within the operational tolerance of two percent (2%) of the
                                            Scheduled Cargo Quantity (“Operational Tolerance”) (such Operational Tolerance
                                            to be exercised by Seller only with respect to operational matters regarding the Driftwood
                                            LNG Terminal, and without regard to commercial considerations), the Cargo DoP Payment shall
                                            be USD zero (US$0.00).



 


		5.6.4	Buyer shall use reasonable efforts
                                            to mitigate Seller’s losses in accordance with this Section ‎5.6.



 


		5.6.5	Any payment that Seller makes under
                                            this Section ‎5.6 shall not be treated as an indirect, incidental, consequential
                                            or exemplary loss or a loss of income or profits for purposes of Section ‎15.2.1.



 


		5.6.6	In the event the ability of the
                                            Driftwood LNG Terminal to make available LNG is impaired due to an unscheduled services interruption
                                            that does not constitute Force Majeure, Seller shall comply with the Foundation Customer
                                            Priority in allocating the LNG that is made available at the Driftwood LNG Terminal.



 


		5.7	Buyer’s Purchase Obligation



 


		5.7.1	During any Contract Year, Buyer
                                            shall take and pay for the Scheduled Cargo Quantity with respect to each cargo scheduled
                                            in the ADP for such Contract Year, less:



 


		(a)	any quantities of LNG not made available
                                            by Seller for any reasons attributable to Seller (other than quantities for which Seller
                                            is excused pursuant to this Agreement from making available due to Buyer’s breach of
                                            this Agreement), including quantities not made available by Seller due to Force Majeure affecting
                                            Seller or Upstream FM;



 


		(b)	any quantities of LNG not taken by Buyer
                                            due to Force Majeure affecting Buyer;



 


		(c)	any quantities of LNG that the relevant
                                            LNG Tanker is not capable of loading due to Seller’s delivery of LNG that has a Gross
                                            Heating Value that is less than the value identified by Seller pursuant to Section ‎8.1.1(a);
                                            and



 


		(d)	any quantities of Off-Spec LNG that Buyer
                                            is relieved from taking pursuant to Section ‎12.3.



 






    30 


     


    

 


		5.7.2	If, with respect to any cargo identified
                                            in Section ‎5.7.1, Buyer does not take all or part of the Scheduled Cargo Quantity
                                            of such cargo, and such failure to take is not otherwise excused pursuant to Section ‎5.7.1,
                                            then the amount by which the Scheduled Cargo Quantity for such cargo exceeds the quantity
                                            of LNG taken by Buyer in relation to such cargo shall be the “Cargo Shortfall Quantity”.



 


		5.7.3	Buyer shall pay Seller an amount
                                            equal to the Cargo Shortfall Quantity, multiplied by the CSP (the “Cargo
                                            Shortfall Payment”).



 


		5.7.4	Notwithstanding the foregoing,
                                            if the Cargo Shortfall Quantity is within the Operational Tolerance (such Operational Tolerance
                                            to be exercised by Buyer only with respect to operational matters regarding the LNG Tanker,
                                            and without regard to commercial considerations), the Cargo Shortfall Payment shall be USD
                                            zero (US$0.00).



 


		5.7.5	Seller shall use reasonable efforts
                                            to sell or cause to be sold the Cargo Shortfall Quantity (whether as LNG or Gas) to a Third
                                            Party or multiple Third Parties through one or more sales (each such sale, a “Mitigation
                                            Sale”) generating a Mitigation Sale Payment. Seller shall not be obliged to effect
                                            or cause to be effected any Mitigation Sale under its third-party sales obligations if such
                                            sales obligations were effective at the time of the earlier to occur of (i) Buyer’s
                                            failure to take such LNG; or (ii) Buyer’s notice to Seller that it will not take such
                                            LNG.



 


		5.7.6	If Seller sells or causes to be
                                            sold the Cargo Shortfall Quantity or any portion thereof in a Mitigation Sale, Seller shall,
                                            within ten (10) Days of Seller’s receipt of the final payment from a Mitigation Sale,
                                            refund to Buyer an amount (the “Mitigation Sale Payment”) equal to the
                                            lesser of (x) the Cargo Shortfall Payment in respect of the Cargo Shortfall Quantity (less
                                            any Mitigation Sale Payments already received pursuant to other Mitigation Sales in respect
                                            of the same Cargo Shortfall Quantity) and (y) an amount calculated as follows:



 


		(a)	the proceeds of the Mitigation Sale; plus



 


		(b)	any actual, reasonable and verifiable
                                            savings obtained by Seller as a result of the Mitigation Sale as opposed to the sale of LNG
                                            to Buyer, including savings associated with reduced or avoided costs and fuel gas for LNG
                                            production and other reduced or avoided costs; less



 


		(c)	any actual, reasonable and verifiable
                                            incremental costs incurred by Seller as a result of the Mitigation Sale.



 


		5.7.7	Seller shall use reasonable efforts
                                            to mitigate Buyer’s losses in accordance with this Section ‎5.7.



 


		5.7.8	Any payment that Buyer makes under
                                            this Section ‎5.7 shall not be treated as an indirect, incidental, consequential
                                            or exemplary loss or a loss of income or profits for purposes of Section ‎15.2.1.



 






    31 


     


    

 


		6.	Delivery Point, Title and Risk, Destination



 


		6.1	Delivery Point



 


Seller shall deliver LNG to Buyer, subject
to the terms and conditions of this Agreement, at the point at which the flange coupling of the LNG loading line at the Driftwood LNG
Terminal (or at any alternate LNG liquefaction terminal agreed to pursuant to Section ‎3.1.2) joins the flange coupling of the
LNG intake manifold of the relevant LNG Tanker (“Delivery Point”) and Seller shall be the exporter of record, provided
however that, Buyer shall provide the documentation requested by Seller which is necessary to comply with the customs and excise
procedures at the Loading Port. If the documents requested by Seller are not customarily issued in relation to the sale and purchase
and transportation of LNG or the LNG Tanker, Buyer shall exercise reasonable efforts to obtain such documents.


 


		6.2	Title and Risk



 


Title to, and all risks in respect of,
the LNG sold by Seller pursuant to this Agreement shall pass from Seller to Buyer as the LNG passes the Delivery Point.


 


		6.3	Destination



 


Subject to Section ‎25.1, Buyer
shall be free to (i) sell such LNG free on board at the Driftwood LNG Terminal or at any other point during a voyage, or at or after
the unloading of any LNG purchased hereunder and (ii) transport the LNG to, and market the LNG at, any destination of its choosing, in
accordance with the provisions of this Agreement.


 


		7.	Transportation and Loading



 


		7.1	Transportation by Buyer



 


Buyer shall, in accordance with this
Agreement, Applicable Laws, Approvals and International Standards, provide, or cause to be provided, transportation from the Delivery
Point of all quantities of LNG delivered hereunder to Buyer.


 


		7.2	Driftwood LNG Terminal



 


		7.2.1	During the period from the CP Fulfillment
                                            Date until the Second DFCD, Seller shall use commercially reasonable efforts to proceed diligently
                                            to construct, test, commission, maintain and operate the Driftwood LNG Terminal in accordance
                                            with the standards and specifications set forth in Section ‎7.2.3 or cause the
                                            same to occur.



 






    32 


     


    

 


		7.2.2	During the period from the First
                                            DFCD and continuing throughout the Term, Seller shall own, or have access to and use of,
                                            and maintain and operate or cause to be maintained and operated, the Driftwood LNG Terminal
                                            in accordance with the following: (a) the terms and conditions set forth in this Agreement;
                                            (b) Applicable Laws; (c) International Standards; and (d) to the extent not inconsistent
                                            with International Standards, such good and prudent practices as are generally followed in
                                            the LNG industry by Reasonable and Prudent Operators of similar LNG liquefaction terminals.



 


		7.2.3	The Driftwood LNG Terminal shall
                                            include the following:



 


		(a)	systems for communications with LNG Tankers;



 


		(b)	at least one (1) berth, capable of berthing
                                            and mooring an LNG Tanker having a laden displacement of no more than one hundred forty-eight
                                            thousand seven hundred (148,700) metric tonnes, an overall length of no more than three hundred
                                            fifteen (315) meters (approximately one thousand thirty-four (1,034) feet), a beam of no
                                            more than fifty (50) meters (approximately one hundred sixty-four (164) feet), and a draft
                                            of no more than twelve (12) meters (approximately forty (40) feet), which LNG Tankers can
                                            safely reach, and safely depart, fully laden, and at which LNG Tankers can lie safely berthed
                                            and load at all states of the tide safely afloat; 



 


		(c)	lighting sufficient to permit loading
                                            operations by day or by night, to the extent permitted by Governmental Authorities (it being
                                            acknowledged, however, that Seller shall in no event be obligated to allow nighttime berthing
                                            operations at the Driftwood LNG Terminal if Seller determines that such operations during
                                            nighttime hours could pose safety or operational risks to the Driftwood LNG Terminal, an
                                            LNG Tanker, or a Third Party);



 


		(d)	facilities capable of loading LNG at an
                                            approximate rate of up to twelve thousand (12,000) cubic meters per hour at the Delivery
                                            Point, with three (3) LNG loading arms each having a reasonable operating envelope to allow
                                            for ship movement in accordance with International Standards;



 


		(e)	a vapor return line system of sufficient
                                            capacity to allow for transfer of Gas necessary for safe LNG loading operations to take place
                                            at the allocated rates described in Section ‎7.2.3(d);



 


		(f)	a suitable gangway allowing access to
                                            each LNG Tanker from the Driftwood LNG Terminal;



 


		(g)	emergency shut down system capable of
                                            interconnecting with an LNG Tanker at berth;



 






    33 


     


    

 


		(h)	LNG storage facilities;



 


		(i)	LNG liquefaction facilities;



 


		(j)	qualified and competent personnel, fluent
                                            in English to coordinate with the LNG Tanker during loading operations; and



 


		(k)	facilities for the sampling and analysis
                                            of LNG.



 


		7.2.4	Services and facilities not provided
                                            by Seller include the following: (a) facilities and loading lines for liquid or gaseous
                                            nitrogen to service an LNG Tanker; (b) facilities for providing bunkers; (c) facilities
                                            for the handling and delivery to the LNG Tanker of ship’s stores, provisions and spare
                                            parts; and (d) nitrogen rejection. Buyer shall be required to obtain towing, escort,
                                            line handling, and pilot services as described in Section ‎7.5.3.



 


		7.3	Compatibility of the Driftwood LNG Terminal
                                            with LNG Tankers



 


		7.3.1	Buyer shall ensure, at no cost
                                            to Seller, that each of the LNG Tankers is fully compatible with the general specifications
                                            set forth in Section ‎7.2.3 and any modifications made to the Driftwood LNG
                                            Terminal that are Required Modifications. Should an LNG Tanker fail materially either to
                                            be compatible with the Driftwood LNG Terminal, or to be in compliance with the provisions
                                            of Sections ‎7.5 and ‎7.6, Buyer shall not employ such LNG Tanker
                                            until it has been modified to be so compatible or to so comply.



 


		7.3.2	The Parties agree that, after the
                                            Effective Date, Seller shall be entitled to modify the Driftwood LNG Terminal in any manner
                                            whatsoever, provided that: (w) such modifications do not render the Driftwood LNG Terminal
                                            noncompliant with International Standards; (x) such modifications do not render the Driftwood
                                            LNG Terminal incompatible with an LNG Tanker that is compatible with the general specifications
                                            set forth in Section ‎7.2.3; (y) such modifications, once finalized, do not
                                            reduce the ability of Seller to make available LNG in accordance with the terms of this Agreement;
                                            and (z) such modifications do not otherwise conflict with Seller’s obligations hereunder.
                                            Notwithstanding the foregoing, Seller may modify the Driftwood LNG Terminal in a manner that
                                            would render it incompatible with an LNG Tanker if such modification is required by and is
                                            made pursuant to a change in Applicable Laws, a change in required Approvals, or a change
                                            in International Standards (each such modification, a “Required Modification”).



 


		7.3.3	In the event the LNG Tanker fails
                                            to be compatible with the Driftwood LNG Terminal due to a modification to the Driftwood LNG
                                            Terminal that is not a Required Modification, the actual and documented costs and expenses
                                            incurred by Buyer or its Affiliate, solely as a result of such modification, including as
                                            a result of delays in the berthing of the LNG Tanker at the Driftwood LNG Terminal, repositioning
                                            of the LNG Tanker, and of the modifications of the LNG Tanker directly caused by such modification
                                            shall be reimbursed by Seller to Buyer.



 









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		7.4	Buyer Inspection Rights in Respect of
                                            the Driftwood LNG Terminal



 


		7.4.1	Upon giving at least fourteen (14)
                                            Days’ notice in advance of the requested date of inspection and obtaining Seller’s
                                            prior written consent, which consent shall not be unreasonably withheld or delayed, a reasonable
                                            number of Buyer’s designated representatives may from time to time (including during
                                            the period of construction of the Driftwood LNG Terminal), but not more often than once every
                                            calendar quarter, inspect the operation of the Driftwood LNG Terminal. Such inspection shall
                                            occur between 8:00 a.m. and 5:00 p.m. Central Time on a Business Day scheduled by Seller.
                                            Seller shall use commercially reasonable efforts to schedule the inspection on the date requested
                                            by Buyer. Any such inspection shall be at Buyer’s sole risk and expense. In conjunction
                                            with any such inspection, Seller shall provide Buyer access at reasonable times and places
                                            (taking into consideration cost and schedule impacts) to (a) relevant qualified employees
                                            and contractors of Seller or Driftwood in order to discuss the progress of the construction
                                            of the Driftwood LNG Terminal and the operation and maintenance of the Driftwood LNG Terminal
                                            (as applicable) and (b) relevant documentation, if any, available to Seller in support
                                            of such discussions. Buyer (and its designees) shall carry out any such inspection without
                                            any interference with or hindrance to the safe and efficient operation of the Driftwood LNG
                                            Terminal. Buyer’s right to inspect and examine the Driftwood LNG Terminal shall be
                                            limited to verifying Seller’s compliance with Seller’s obligations under this
                                            Agreement. No inspection (or lack thereof) of the Driftwood LNG Terminal by Buyer hereunder,
                                            or any requests or observations made to Seller, Driftwood or their respective representatives
                                            by or on behalf of Buyer in connection with any such inspection, shall (i) modify or amend
                                            Seller’s obligations, representations, warranties and covenants hereunder; or (ii)
                                            constitute an acceptance or waiver by Buyer of Seller’s obligations hereunder.



 


		7.4.2	Buyer shall indemnify and hold
                                            Seller and its Affiliates harmless from any Claims and Losses resulting from Buyer’s
                                            inspection of the Driftwood LNG Terminal pursuant to Section ‎7.4.1.



 


		7.5	LNG Tankers



 


		7.5.1	Buyer shall cause each LNG Tanker
                                            to comply with the requirements of this Section ‎7.5 and the requirements
                                            of Section ‎7.6 in all respects.



 


		7.5.2	Each LNG Tanker shall comply with
                                            all Applicable Laws and International LNG Vessel Standards, including those that relate to
                                            seaworthiness, design, safety, environmental protection and navigation, and shall obtain
                                            all Approvals required by Governmental Authorities, in each case to enable such LNG Tanker
                                            to enter, leave and carry out all required operations at the Driftwood LNG Terminal. Each
                                            LNG Tanker shall at all times have on board valid documentation evidencing all such Approvals.
                                            Each LNG Tanker shall at all times be in possession of valid documents of compliance and
                                            safety management certificates, and shall have an effective management system in operation
                                            and an emergency response plan that addresses all identified risks and provides proper controls
                                            for dealing with these risks.



 









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		7.5.3	Buyer shall be required to obtain
                                            towing, escort, line handling, and pilot services, in accordance with this Section ‎7.5.3.
                                            Seller shall cause an Affiliate to procure tug services at the Driftwood LNG Terminal from
                                            a competent and experienced tug services provider. As soon as reasonably practicable after
                                            the Affiliate has so contracted for tug services, Seller shall notify Buyer thereof. Prior
                                            to the arrival of any LNG Tanker at the Loading Port, Buyer shall cause Transporter or the
                                            master of each LNG Tanker (acting on behalf of the ship-owner and charterer) making use of
                                            the port or marine facilities at the Loading Port on behalf of Buyer, to enter into a tug
                                            services agreement with the designated Affiliate for Buyer’s procurement, at its sole
                                            risk and expense, of tug services at the Driftwood LNG Terminal, which tug services shall
                                            include towing and escort services. Such agreement shall provide that the fees for tug services
                                            shall be paid by the Transporter to the designated Affiliate. Seller shall use commercially
                                            reasonable efforts to cause the fee for tug services to be applied on a non-discriminatory
                                            basis among all LNG buyers at the Driftwood LNG Terminal. Fees and other significant terms
                                            of the tug services agreement shall be in line with those at similar liquefaction facilities
                                            located on the United States Gulf Coast. In the event the Transporter or the master of an
                                            LNG Tanker fails to execute a tug services agreement that complies with the requirements
                                            of this Section ‎7.5.3, Seller may refuse to make LNG available and in such
                                            event, Buyer shall be deemed to have failed to take the applicable Scheduled Cargo Quantity,
                                            and Sections ‎5.7.2 to ‎5.7.7 shall apply. Seller shall cause line
                                            handling services to be provided at the Driftwood LNG Terminal for Buyer’s procurement
                                            at Buyer’s sole risk and expense. Pilot services shall be obtained by Buyer in accordance
                                            with the requirements of Governmental Authorities. Without prejudice to Buyer’s obligations
                                            to secure towing, escort, line handling, and pilot services in accordance with this Section
                                            ‎7.5.3, Seller and its designated Affiliate procuring the tug services shall
                                            have no liability to Buyer for the performance of the tug services or any other marine services
                                            by the designated tug services provider or any other marine services providers.



 


		7.5.4	Buyer shall pay or cause to be
                                            paid: (a) all Port Charges directly to the appropriate Person except for any Port Charges
                                            paid by Seller, Seller’s Affiliates or the operator of the Driftwood LNG Terminal on
                                            Buyer’s behalf as required by Applicable Law or the policies of the Loading Port; and
                                            (b) all documented charges payable by reason of any LNG Tanker having to shift from berth
                                            at the Driftwood LNG Terminal as a result of the action or inaction of Buyer, its Transporter
                                            or the LNG Tanker owner or operator. Seller shall reimburse Buyer for actual documented Port
                                            Charges paid by Buyer pursuant to Section ‎7.5.4(a) that are ordinary and customary
                                            at such time in respect of an LNG Tanker entering or leaving the relevant Loading Port or
                                            loading LNG when calling at such Loading Port, in each case, under typical conditions; provided,
                                            however, that Seller shall not be obligated to reimburse Buyer for any Port Charges imposed
                                            on Buyer in excess of what is ordinary and customary at such time at the Loading Port under
                                            typical conditions, including any Port Charges imposed on Buyer resulting from or in connection
                                            with: (i) any actions or omissions of Buyer, its Transporter or the LNG Tanker owner or operator
                                            that result in an LNG Tanker being delayed in entering or leaving the Loading Port or loading
                                            LNG; (ii) a collision between the LNG Tanker and any other vessel, marine or shore-based
                                            facility, or other object or environmental hazard; or (iii) violation by Buyer, its Transporter
                                            or the LNG Tanker owner or operator of any Applicable Law, this Agreement or the Driftwood
                                            Marine Operations Manual. Buyer shall invoice Seller pursuant to Section ‎10.1.5
                                            for such amounts no later than one hundred and twenty (120) Days after the end of the Delivery
                                            Window for the applicable cargo.



 









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		7.5.5	Each LNG Tanker must satisfy the
                                            following requirements:



 


		(a)	Except as otherwise mutually agreed in
                                            writing by the Parties, each LNG Tanker shall be compatible with the specifications of the
                                            Driftwood LNG Terminal identified in Section ‎7.2.3 and any modifications
                                            to the Driftwood LNG Terminal pursuant to Section ‎7.3.2, and shall
                                            be of a sufficient size to load the applicable Scheduled Cargo Quantity. If Buyer’s
                                            LNG Tanker is not capable of loading the applicable Scheduled Cargo Quantity, Buyer shall
                                            be deemed to have failed to take the shortfall quantity and the provisions of Sections ‎5.7.2
                                            to ‎5.7.7 shall apply, except that Buyer shall not be deemed to have
                                            failed to take a shortfall quantity and the provisions of Sections ‎5.7.2
                                            to ‎5.7.7 shall not apply if the volume equivalent of the Scheduled Cargo
                                            Quantity at the nominated Gross Heating Value has been loaded.



 


		(b)	Except as otherwise agreed in writing
                                            by Seller, which agreement shall not be unreasonably withheld or delayed, each LNG Tanker
                                            shall have a gross volumetric capacity between one hundred twenty-five thousand (125,000)
                                            cubic meters and two hundred sixteen thousand (216,000) cubic meters.



 


		(c)	Each LNG Tanker shall be, in accordance
                                            with International Standards, (i) fit in every way for the safe loading, handling and carrying
                                            of LNG in bulk at atmospheric pressure; (ii) tight, staunch, strong and otherwise seaworthy;
                                            and (iii) equipped with facilities for mooring and unmooring and with cargo handling and
                                            storage systems (including instrumentation) necessary for the safe loading, handling, carrying
                                            and measuring of LNG, in each case in good order and condition.



 









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		(d)	Each LNG Tanker shall at all times be
                                            maintained in class with any classification society that is a member of International Association
                                            of Classification Societies Ltd. (IACS) and that has experience in the classification of
                                            LNG vessels.



 


		(e)	Each LNG Tanker shall have been constructed
                                            to all applicable International Standards (including the International Code for the Construction
                                            and Equipment of Ships Carrying Liquefied Gases in Bulk).



 


		(f)	Each LNG Tanker shall comply with, and
                                            shall be fully equipped, supplied, operated, and maintained to comply with, all applicable
                                            International Standards and Applicable Laws, including those that relate to seaworthiness,
                                            design, safety, environmental protection, navigation, and other operational matters, and
                                            all procedures, permits, and approvals of Governmental Authorities for LNG vessels that are
                                            required for the transportation and loading of LNG at the Loading Port. Unless approved by
                                            Seller in writing, which approval shall not be unreasonably withheld or delayed, an LNG Tanker
                                            shall be prohibited from engaging in any maintenance, repair or in-water surveys while berthed
                                            at the Driftwood LNG Terminal. Each LNG Tanker shall comply fully with the guidelines of
                                            any Governmental Authority of the United States of America.



 


		(g)	The officers and crew of each LNG Tanker
                                            shall have the ability, experience, licenses and training commensurate with the performance
                                            of their duties in accordance with internationally accepted standards with which it is customary
                                            for Reasonable and Prudent Operators of LNG vessels to comply and as required by Governmental
                                            Authorities and any labor organization having jurisdiction over the LNG Tanker or her crew.
                                            Without in any way limiting the foregoing, the master, chief engineer, sufficient cargo engineers
                                            and all deck officers shall be fluent in written and oral English and shall maintain all
                                            records and provide all reports with respect to the LNG Tanker in English.



 


		(h)	Each LNG Tanker shall have communication
                                            equipment complying with applicable regulations of Governmental Authorities and permitting
                                            such LNG Tanker to be in constant communication with the Driftwood LNG Terminal, the Vessel
                                            Traffic Information System (VTIS) and other vessels in the area.



 






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		(i)	Provided that the Driftwood LNG Terminal
                                            supplies a vapor return line meeting the requirements of Section ‎7.2.3(e),
                                            each LNG Tanker shall be capable of loading a full cargo of LNG in a maximum of nineteen
                                            (19) hours, in addition to any time for the connecting, cooling, draining, purging and disconnecting
                                            of liquid arms.



 


		(j)	Each LNG Tanker shall procure and maintain
                                            Hull and Machinery Insurance and P&I Insurance in accordance with Section ‎15.6.



 


		7.6	LNG Tanker Inspections; LNG Tanker Vetting
                                            Procedures; Right to Reject LNG Tanker



 


		7.6.1	During the Term, on prior reasonable
                                            notice to Buyer, Seller may, at its sole risk, send its qualified representatives to inspect
                                            during normal working hours any LNG Tanker as Seller may consider necessary to ascertain
                                            whether the LNG Tanker complies with this Agreement. Seller shall bear all the costs and
                                            expenses in connection with any inspection conducted hereunder. Any such inspection may include,
                                            as far as is practicable having regard to the LNG Tanker’s operational schedule, examination
                                            of the records related to the LNG Tanker’s hull, cargo and ballast tanks, machinery,
                                            boilers, auxiliaries and equipment; examination of the LNG Tanker’s deck, engine and
                                            official log books; review of records of surveys by the LNG Tanker’s classification
                                            society and relevant Governmental Authorities; and review of the LNG Tanker’s operating
                                            procedures and performance of surveys, both in port and at sea. Additionally, each LNG Tanker
                                            shall have been inspected and reported upon by a SIRE Accredited Inspector within six (6)
                                            Months of the time of its initial use at the Driftwood LNG Terminal, and each LNG Tanker
                                            shall be reported upon by a SIRE Accredited Inspector once every twelve (12) Months
                                            for the first ten (10) years of such LNG Tanker’s useful life and once every six (6)
                                            Months thereafter, and each inspection report of such SIRE Accredited Inspector shall show,
                                            to the reasonable satisfaction of Seller, no material deficiencies in the safety or operability
                                            of such LNG Tanker. Any inspection carried out pursuant to this Section ‎7.6.1:
                                            (a) shall not interfere with, or hinder, any LNG Tanker’s safe and efficient construction
                                            or operation; and (b) shall not entitle Seller or any of its representatives to make
                                            any request or recommendation directly to Transporter except through Buyer. No inspection
                                            (or lack thereof) of an LNG Tanker hereunder shall: (i) modify or amend Buyer’s
                                            obligations, representations, warranties, and covenants hereunder; or (ii) constitute an
                                            acceptance or waiver by Seller of Buyer’s obligations hereunder.



 


		7.6.2	Seller shall indemnify and hold
                                            Buyer and its Affiliates harmless from any Claims and Losses resulting from Seller’s
                                            inspection of any LNG Tanker pursuant to Section ‎7.6.1.



 






    39 


     


    

 


		7.6.3	Buyer shall comply with all LNG
                                            Tanker vetting procedures, as set forth in the Driftwood Marine Operations Manual.



 


		7.6.4	Seller shall have the right to
                                            reject any LNG vessel that Buyer intends to use to take delivery of LNG hereunder at the
                                            Driftwood LNG Terminal if such LNG vessel does not comply materially with the provisions
                                            of this Section ‎7, provided that:



 


		(a)	neither the exercise nor the non-exercise
                                            of such right shall reduce the responsibility of Buyer to Seller in respect of such LNG vessel
                                            and her operation, nor increase Seller’s responsibilities to Buyer or Third Parties
                                            for the same; and



 


		(b)	Buyer’s obligations under this Agreement
                                            shall not be excused or suspended by reason of Buyer’s inability (pursuant to the foregoing)
                                            to use a vessel as an LNG Tanker.



 


		7.7	Port Liability Agreement



 


		7.7.1	Buyer shall cause Transporter or
                                            the master of each LNG Tanker (acting on behalf of the ship-owner and charterer) making use
                                            of the port or marine facilities at the Loading Port on behalf of Buyer, to execute a Port
                                            Liability Agreement prior to the time at which Buyer or the master of the LNG Tanker gives
                                            the In-Transit Second Notice as required by Section ‎7.9.3(a). In the event
                                            Transporter or the master of an LNG Tanker (acting on behalf of the ship-owner and charterer)
                                            fails to execute the Port Liability Agreement, Buyer shall indemnify and hold Seller and
                                            each owner and operator of the Driftwood LNG Terminal or portion thereof harmless from any
                                            Claims brought against, or Losses incurred by Seller or any owner and operator of Driftwood
                                            LNG Terminal or any portion thereof, arising from such failure.



 


		7.7.2	Subject to Section ‎7.7.1
                                            and without prejudice to the terms of the Port Liability Agreement, Seller releases Buyer,
                                            its Affiliates and their respective shareholders and members, officers, directors, employees,
                                            designees, representatives, and agents from liability to Seller incident to all Claims and
                                            Losses that may exist, arise or be threatened currently or in the future at any time following
                                            the Effective Date and whether or not of a type contemplated by either Party at any time,
                                            brought by any Person for injury to, illness or death of any employee of Seller, or for damage
                                            to or loss of the Driftwood LNG Terminal, which injury, illness, death, damage or loss arises
                                            out of, is incident to, or results from the performance or failure to perform this Agreement
                                            by Buyer, or any of its Affiliates, shareholders and members, officers, directors, employees,
                                            designees, representatives and agents.



 






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		7.7.3	Subject to Section ‎7.7.1
                                            and without prejudice to the terms of Section ‎12 or the Port Liability Agreement,
                                            Buyer releases Seller and its Affiliates, Driftwood and its Affiliates, and their respective
                                            shareholders, officers, members, directors, employees, designees, representatives, and agents
                                            from liability to Buyer incident to all Claims and Losses that may exist, arise or be threatened
                                            currently or in the future at any time following the Effective Date and whether or not of
                                            a type contemplated by either Party at any time, brought by any Person for injury to, illness
                                            or death of any employee of Buyer or its Affiliates, or for damage to or loss of any LNG
                                            Tanker, which injury, illness, death, damage or loss arises out of, is incident to, or results
                                            from the performance or failure to perform this Agreement by Seller or its Affiliates, Driftwood
                                            or its Affiliates, or their respective shareholders officers, members, directors, employees,
                                            designees, representatives and agents.



 


		7.7.4	The form of Port Liability Agreement
                                            may be amended from time to time without consent of Buyer only if after any such amendment
                                            the revised terms of such Port Liability Agreement: (a) do not negatively impact Buyer’s
                                            ability to perform its obligations or exercise its rights under this Agreement, (b) treat
                                            Transporter in a non-discriminatory manner in comparison to all other owners and charterers
                                            of LNG vessels that use or transit the Loading Port, and (c) do not prevent any Transporter
                                            from obtaining full P&I indemnity coverage from a P&I Club, and such P&I indemnity
                                            will cover all Claims and Losses pursuant to such Port Liability Agreement in relation to
                                            use of the Loading Port by an LNG Tanker. Seller shall promptly notify Buyer upon any amendment
                                            to the Port Liability Agreement and shall provide a copy of the amended Port Liability Agreement
                                            to Buyer.



 


		7.8	Driftwood Marine
                                            Operations Manual



 


Seller shall deliver to Buyer prior to
the date that is one hundred eighty (180) Days prior to the start of the First Window Period for Plant 1, a copy of the marine operations
manual developed for the Driftwood LNG Terminal (as amended from time to time, the “Driftwood Marine Operations Manual”)
which governs activities at the Driftwood LNG Terminal, consistent with Applicable Laws and International Standards, and which applies
to each LNG Tanker and each other LNG vessel berthing at the Driftwood LNG Terminal. In the event of a conflict between this Agreement
and the Driftwood Marine Operations Manual, the provisions of this Agreement shall control. Seller shall promptly notify Buyer upon any
amendment to the Driftwood Marine Operations Manual and shall provide a copy of the amended Driftwood Marine Operations Manual to Buyer.
The Driftwood Marine Operations Manual shall be in line with those at similar liquefaction facilities located on the United States Gulf
Coast.


 






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		7.9	Loading of LNG
                                            Tankers



 


		7.9.1	Except as otherwise specifically
                                            provided, the terms of this Section ‎7.9 shall apply to all LNG Tankers calling
                                            at the Driftwood LNG Terminal.



 


		7.9.2	Not later than twenty (20) Days
                                            prior to the ETA or as soon as reasonably practicable, Buyer shall notify, or cause the master
                                            of the LNG Tanker to notify Seller of the information specified below (“In-Transit
                                            First Notice”):



 


		(a)	name of the LNG Tanker, the volume of
                                            LNG onboard at the time the relevant notice is issued and the operator and owner of such
                                            LNG Tanker;



 


		(b)	any operational deficiencies in the LNG
                                            Tanker that may affect either its performance at the Driftwood LNG Terminal or its approach
                                            to or departure from the Driftwood LNG Terminal;



 


		(c)	whether the LNG Tanker will require cool-down
                                            service upon arrival at the Driftwood LNG Terminal, and, if so, the quantity of LNG (in cubic
                                            meters) estimated to be required for such cool-down service;



 


		(d)	whether the LNG Tanker will require gas-up
                                            service upon arrival at the Driftwood LNG Terminal; and



 


		(e)	the ETA.



 


		7.9.3	With respect to each LNG Tanker
                                            scheduled to call at the Driftwood LNG Terminal, Buyer shall give, or cause the master of
                                            the LNG Tanker to give, to Seller the following notices. Each such notice shall include details
                                            of any significant change in the information provided pursuant to Section ‎7.9.2
                                            (as updated pursuant to subsequent notices) since the immediately preceding notice was given
                                            (including, subject to Sections ‎7.6 and ‎8.3, any change to the
                                            LNG Tanker):



 


		(a)	A second notice (“In-Transit
                                            Second Notice”), which shall be sent ninety-six (96) hours prior to the ETA set
                                            forth in the In-Transit First Notice or as soon as practicable prior to such ETA if the sea
                                            time between the point of departure of the LNG Tanker and the Loading Port is less than ninety-six
                                            (96) hours, stating the LNG Tanker’s then ETA. If, thereafter, such ETA changes by
                                            more than six (6) hours, Buyer shall give promptly, or cause the master of the LNG Tanker
                                            to give promptly, to Seller notice of the corrected ETA;



 


		(b)	A third notice (“In-Transit Third
                                            Notice”), which shall be sent forty-eight (48) hours prior to the ETA set forth
                                            in the In-Transit Second Notice (as corrected), confirming or amending such ETA. If,
                                            thereafter, such ETA changes by more than six (6) hours, Buyer shall give promptly, or cause
                                            the master of the LNG Tanker to give promptly, to Seller notice of the corrected ETA;









 






    42


     


    

  


		(c)	A fourth notice (“In-Transit
                                            Fourth Notice”), which shall be sent twenty-four (24) hours prior to the ETA set
                                            forth in the In-Transit Third Notice (as corrected), confirming or amending such ETA. If,
                                            thereafter, such ETA changes by more than three (3) hours, Buyer shall give promptly, or
                                            cause the master of the LNG Tanker to give promptly, to Seller notice of the corrected ETA;



 


		(d)	A fifth notice (“In-Transit Final
                                            Notice”), which shall be sent twelve (12) hours prior to the ETA set forth in the
                                            In-Transit Fourth Notice (as corrected), confirming or amending such ETA. If, thereafter,
                                            such ETA changes by more than one (1) hour, Buyer shall give promptly, or cause the master
                                            of the LNG Tanker to give promptly, to Seller notice of the corrected ETA; and



 


		(e)	An NOR, which shall be given at the time
                                            prescribed in Section ‎7.10.



 


		7.9.4	Except where prohibited by any
                                            applicable Governmental Authority or International Standards, Buyer shall have the right
                                            to cause an LNG Tanker to burn Gas as fuel during operations at the Driftwood LNG Terminal
                                            (including while conducting cargo loading operations). Any quantity of Gas burned as fuel
                                            pursuant to this Section ‎7.9.4 shall be taken into account for purposes of
                                            determining the quantity of LNG loaded in accordance with Exhibit A.



 


		7.9.5	Seller shall have a right to use
                                            or dispose of, or cause to be used or disposed of, all Gas returned to the Driftwood LNG
                                            Terminal during cool-down or gas-up operations without compensation to Buyer. Seller shall
                                            have a right to use or dispose of, or cause to be used or disposed of, all Gas returned to
                                            the Driftwood LNG Terminal during loading operations, provided that Gas returned to the Driftwood
                                            LNG Terminal during loading shall be deducted for determining the quantity loaded for Buyer’s
                                            account in accordance with Paragraph 11(c)(ii) of Exhibit A and the formula set out in Paragraph
                                            12.4 of Exhibit A.



 


		7.10	Notice of Readiness



 


		7.10.1	The master of an LNG Tanker or
                                            such master’s agent shall tender the NOR to Seller upon arrival at the PBS or any customary
                                            anchorage location for LNG vessels seeking to transit the Calcasieu ship channel, provided
                                            that such LNG Tanker has received all required Approvals from the relevant Governmental Authorities
                                            (including security clearance from the United States Coast Guard) that are required to transit
                                            to a berth of the Driftwood LNG Terminal (or of any alternate LNG liquefaction terminal agreed
                                            to pursuant to Section ‎3.1.2), and is ready, willing, and able, to proceed
                                            to berth and load LNG or to commence cool-down or gas-up operations (as applicable).



 






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		7.10.2	A valid NOR given under Section ‎7.10.1
                                            shall become effective as follows:



 


		(a)	for an LNG Tanker that tenders its NOR
                                            according to Section ‎7.10.1 at any time prior to the Delivery Window allocated to
                                            such LNG Tanker, an NOR shall become effective at the earlier of (i) the time when the LNG
                                            Tanker is all fast at a berth of the Driftwood LNG Terminal; and (ii) six (6) hours after
                                            the time of its issuance; but not before the Delivery Window has started or the Seller has
                                            notified the LNG Tanker that Seller is ready to receive the LNG Tanker;



 


		(b)	for an LNG Tanker that tenders its NOR
                                            according to Section ‎7.10.1 at any time during the Delivery Window allocated to such
                                            LNG Tanker, a valid NOR shall become effective six (6) hours after the time of its issuance;
                                            and



 


		(c)	for an LNG Tanker that tenders its NOR
                                            according to Section ‎7.10.1 at any time after the expiration of the Delivery Window,
                                            an NOR shall become effective when the LNG Tanker is all fast at a berth of the Driftwood
                                            LNG Terminal and after Seller has notified the LNG Tanker that Seller is ready to receive
                                            the LNG Tanker.



 


		7.11	Berthing Assignment



 


		7.11.1	Seller shall berth or cause to
                                            be berthed an LNG Tanker which has tendered NOR before or during its Delivery Window promptly
                                            after Seller determines such LNG Tanker will not interfere with berthing and loading of any
                                            other scheduled LNG vessel with a higher berthing priority but in no event later than the
                                            end of the Delivery Window allocated to such LNG Tanker; provided, however, that if
                                            Seller does not berth or cause to be berthed such LNG Tanker by the end of the Delivery Window,
                                            (a) Seller shall use reasonable efforts to berth or cause to be berthed such LNG Tanker within
                                            forty-eight (48) hours after the end of its Delivery Window, (b) Buyer shall use reasonable
                                            efforts to cause the LNG Tanker to remain at the PBS or applicable anchorage location for
                                            the Driftwood LNG Terminal, and (c) Buyer’s sole recourse and remedy during such period
                                            of time for Seller’s failure to berth or cause to be berthed the LNG Tanker by the
                                            end of the Delivery Window shall be demurrage pursuant to Section ‎7.12.3, payment
                                            for excess boil-off pursuant to Section ‎7.12.4 and provision by Seller of a
                                            cool-down pursuant to Section ‎7.16.1(b). If (i) at any time during such forty-eight
                                            (48) hour period, Buyer is no longer able, having used reasonable efforts, to cause the LNG
                                            Tanker to remain at the PBS or applicable anchorage location, or (ii) the forty-eight (48)
                                            hour period expires, and in either case Seller has not berthed or caused to be berthed the
                                            LNG Tanker, and such delay is not attributable to a reason that would result in an extension
                                            of Allotted Laytime under Section ‎7.12.1, then Seller shall be deemed to have
                                            failed to make the Scheduled Cargo Quantity of the relevant cargo available for delivery
                                            and the provisions of Sections ‎5.6.2 to ‎5.6.4 shall apply. Notwithstanding
                                            the foregoing, if, as a result of the Driftwood LNG Terminal not being ready to berth for
                                            reasons attributable to Buyer or Buyer’s Affiliates, Seller fails to make available
                                            a cargo, then Buyer shall be deemed to have failed to take such cargo and the provisions
                                            of Sections ‎5.7.2 to ‎5.7.7 shall apply.



 






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		7.11.2	For each delivery window period,
                                            Seller shall determine or cause to be determined the berthing priority among LNG vessels
                                            which have tendered NOR before or during their scheduled delivery window as follows:



 


		(a)	The first berthing priority for a delivery
                                            window period shall be for an LNG vessel scheduled for such delivery window period. Priority
                                            within this group shall be given to the LNG vessel which has first tendered to Seller its
                                            NOR. Once an LNG vessel achieves a first berthing priority pursuant to this Section ‎7.11.2(a)
                                            or ‎7.11.2(c), such LNG vessel shall maintain such priority until such
                                            LNG vessel is berthed, so long as its tendered NOR does not become invalid pursuant to Section
                                            ‎7.13.1;



 


		(b)	The second berthing priority for a delivery
                                            window period shall be for an LNG vessel scheduled for arrival before such delivery window
                                            period, which tendered to Seller its NOR prior to or during its scheduled delivery window
                                            but which was unable to proceed to berth for reasons not attributable to Buyer, the Transporter,
                                            the LNG Tanker or its master, crew, owner or operator. Priority within this group shall be
                                            given to the LNG vessel which has first tendered to Seller its NOR; and



 


		(c)	The third berthing priority for a delivery
                                            window period shall be for an LNG vessel scheduled for arrival after such delivery window
                                            period. Priority within this group shall be given to the LNG vessel which has first tendered
                                            to Seller its NOR. An LNG vessel with third berthing priority pursuant to this Section ‎7.11.2(c)
                                            will achieve a first berthing priority on its scheduled delivery window pursuant to Section
                                            ‎7.11.2(a) if such LNG vessel has not been berthed prior to such date,
                                            so long as its tendered NOR does not become invalid pursuant to Section ‎7.13.1.



 


		7.11.3	If an LNG Tanker tenders NOR after
                                            the end of its Delivery Window, Seller shall use reasonable efforts to berth or cause to
                                            be berthed such LNG Tanker as soon as reasonably practical; provided, however, that,
                                            unless otherwise agreed with Buyer, Seller shall have no obligation to use such efforts to
                                            berth or cause to be berthed an LNG Tanker that tenders NOR more than forty-eight (48) hours
                                            after the end of its Delivery Window. If, as of the forty-eighth (48th) hour after the end
                                            of the Delivery Window, the LNG Tanker has not tendered NOR, and such delay is not attributable
                                            to a reason that would result in an extension of Allowed Laytime under Sections ‎7.13.2(a)(i)-‎(viii),
                                            Buyer shall be deemed to have failed to take delivery of the Scheduled Cargo Quantity of
                                            the relevant cargo and the provisions of Sections ‎5.7.2 to ‎5.7.7
                                            shall apply.



 






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		7.12	Berth Laytime



 


		7.12.1	The allotted laytime for each
                                            LNG Tanker (“Allotted Laytime”) shall be thirty (30) hours, as extended
                                            by any period of delay that is caused by:



 


		(a)	reasons attributable to a Governmental
                                            Authority, Buyer, the Transporter, the LNG Tanker or its master, crew, owner or operator
                                            or any Third Party outside of the reasonable control of Seller or the operator of the Driftwood
                                            LNG Terminal, including security clearance review by the United States Coast Guard;



 


		(b)	Force Majeure or Adverse Weather Conditions;



 


		(c)	unscheduled curtailment or temporary discontinuation
                                            of operations at the Driftwood LNG Terminal necessary for reasons of safety, except to the
                                            extent such unscheduled curtailment or temporary discontinuation of operations is due to
                                            Seller’s failure to operate and maintain its facilities as a Reasonable and Prudent
                                            Operator;



 


		(d)	time at berth during any cool-down pursuant
                                            to Sections ‎7.16.1(a) and ‎(c);



 


		(e)	time at berth during any gas-up pursuant
                                            to Section ‎7.17;



 


		(f)	nighttime transit restrictions, if applicable;



 


		(g)	time to transit from the PBS or anchorage
                                            location, as applicable, to a berth of the Driftwood LNG Terminal, in the event NOR becomes
                                            effective pursuant to Section ‎7.10.2(a)(ii) or ‎7.10.2(b);



 


		(h)	tidal restrictions; and



 


		(i)	any other interruption impacting the Loading
                                            Port, including the unavailability or delay of Pilot services, tugs, and other similar interruptions,
                                            to the extent such interruptions are not caused by reasons attributable to Seller or the
                                            operator of the Driftwood LNG Terminal.



 






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		7.12.2	The actual laytime for each LNG
                                            Tanker (“Actual Laytime”) shall commence when the NOR is effective, and
                                            shall end when the last loading arm of the Driftwood LNG Terminal (or of any alternate LNG
                                            liquefaction terminal agreed to pursuant to Section ‎3.1.2) has been disconnected
                                            from the LNG Tanker and Seller or the operator of the Driftwood LNG Terminal has cleared
                                            the LNG Tanker for departure.



 


		7.12.3	In the event Actual Laytime exceeds
                                            Allotted Laytime (as extended pursuant to Section ‎7.12.1) (“Demurrage
                                            Event”), Seller shall pay to Buyer as liquidated damages demurrage in USD (which
                                            shall be prorated for a portion of a Day) at a rate equal to USD [***] (US$[***]) per Day.
                                            If a Demurrage Event occurs, Buyer shall invoice Seller for such demurrage within ninety
                                            (90) Days pursuant to Section ‎10.1.4.



 


		7.12.4	In the event (a) an LNG Tanker
                                            is delayed in berthing at the Driftwood LNG Terminal or commencement of LNG loading due to
                                            an event occurring at or near the Driftwood LNG Terminal (or at or near any alternate LNG
                                            liquefaction terminal agreed to pursuant to Section ‎3.1.2) (including at the
                                            berth) and for a reason that would not result in an extension of Allotted Laytime under Section
                                            ‎7.12.1, and (b) as a result thereof, the commencement of LNG loading is delayed
                                            beyond twenty-four (24) hours after the LNG Tanker (i) has either tendered a valid NOR or
                                            berthed and (ii) is cleared by the Governmental Authorities to commence loading, Seller shall
                                            pay Buyer as liquidated damages an amount, on account of excess boil-off. The amount payable
                                            shall equal (x) the total number of full hours by which commencement of LNG loading is delayed
                                            beyond the aforementioned twenty-four (24) hour period, multiplied by (y) the CSP,
                                            multiplied by (z) a quantity in MMBtu equal to (A) the guaranteed daily ballast rate
                                            of boil-off of such LNG Tanker pursuant to Form B of the relevant charterparty or similar
                                            description provided by the LNG Tanker’s owner in the relevant charterparty, divided
                                            by (B) twenty-four (24) hours per Day, multiplied by (C) the cargo containment
                                            capacity of such LNG Tanker (in MMBtu), provided that in no event shall such quantity of
                                            MMBtu exceed the quantity of LNG onboard the LNG Tanker at the time it issued its valid NOR.
                                            Buyer shall invoice Seller for such excess boil-off within ninety (90) Days after the applicable
                                            event, pursuant to Section ‎10.1.4.



 


		7.13	LNG Tanker Not
                                            Ready for LNG Loading; Excess Laytime



 


		7.13.1	Except in the event Seller provides
                                            a cool-down service under Section ‎7.16.1(b), if any LNG Tanker previously
                                            believed to be ready for LNG loading is determined to be not ready after being berthed for
                                            reasons not attributable to Seller or the operator of the Driftwood LNG Terminal, the NOR
                                            shall be invalid, and Seller may direct the LNG Tanker’s master to vacate the berth
                                            and proceed to anchorage, whether or not other LNG vessels are awaiting the berth, unless
                                            it appears reasonably certain to Seller that such LNG Tanker can be made ready without disrupting
                                            the overall berthing schedule of the Driftwood LNG Terminal or operations of the Driftwood
                                            LNG Terminal. When an unready LNG Tanker at anchorage becomes ready for LNG loading, its
                                            master shall notify Seller. If, as a result of such LNG Tanker not being ready to berth for
                                            reasons not attributable to Seller or the operator of the Driftwood LNG Terminal, Buyer fails
                                            to take a cargo, the provisions of Sections ‎5.7.2 to ‎5.7.7 shall
                                            apply. If, as a result of such LNG Tanker not being ready to berth for reasons attributable
                                            to Seller or the operator of the Driftwood LNG Terminal (or of any alternate LNG liquefaction
                                            terminal agreed to pursuant to Section ‎3.1.2), Buyer fails to take a cargo,
                                            Seller shall be deemed to have failed to make available such cargo and the provisions of
                                            Sections ‎5.6.2 to ‎5.6.4 shall apply.



 






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		7.13.2	The following shall apply with
                                            respect to berthing:



 


		(a)	An LNG Tanker shall complete LNG loading
                                            and vacate the berth as soon as possible but not later than thirty (30) hours from the time
                                            the LNG Tanker is all fast at the berth and has received all required Approvals from the
                                            relevant Governmental Authorities (including security clearance from the United States Coast
                                            Guard). Such thirty (30) hour-period (“Allowed Laytime”) shall be extended
                                            by any period of delay that is caused by:



 


		(i)	reasons attributable to a Governmental Authority,
                                            Seller, the operator of the Driftwood LNG Terminal or any Third Party outside the reasonable
                                            control of Buyer, the Transporter, the LNG Tanker or its master, crew, owner or operator;



 


		(ii)	Force Majeure or Adverse Weather Conditions;



 


		(iii)	unscheduled curtailment or temporary discontinuation
                                            of operations at the Driftwood LNG Terminal necessary for reasons of safety, except to the
                                            extent such unscheduled curtailment or temporary discontinuation of operations is attributable
                                            to Buyer, the Transporter, the LNG Tanker or its master, crew, owner or operator;



 


		(iv)	time at berth during any cool-down pursuant
                                            to Sections ‎7.16.1(a)-‎(c);



 


		(v)	time at berth during any gas-up pursuant
                                            to Section ‎7.17;



 


		(vi)	nighttime transit restrictions, if applicable;



 


		(vii)	tidal restrictions; and



 


		(viii)	any other interruption impacting the
                                            Loading Port, including the unavailability or delay of Pilot services, tugs, and other similar
                                            interruptions, to the extent such interruptions are not caused by reasons attributable to
                                            Buyer, the Transporter, the LNG Tanker or its master, crew, owner or operator.



 






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		(b)	If an LNG Tanker fails to depart at the
                                            end of its Allowed Laytime (as extended pursuant to Sections ‎7.13.2(a)(i)-‎(viii)),
                                            another LNG vessel is awaiting the berth and the LNG Tanker’s continued occupancy of
                                            the berth will disrupt the overall berthing schedule of the Driftwood LNG Terminal or operations
                                            of the Driftwood LNG Terminal, Seller may direct the LNG Tanker to vacate the berth and proceed
                                            to sea at utmost dispatch.



 


		(c)	If an LNG Tanker fails to depart the berth
                                            at the end of its Allowed Laytime (as extended pursuant to Sections ‎7.13.2(a)(i)-‎(viii))
                                            and as a result the subsequent LNG vessel is prevented from or delayed in loading, Buyer
                                            shall reimburse Seller for any and all actual documented demurrage or excess boil-off that
                                            Seller becomes contractually obligated to pay to any Third Party with respect to such subsequent
                                            LNG vessel, as a result of the LNG Tanker not completing LNG loading and vacating the berth
                                            as required by this Section ‎7.13.2; provided that Buyer shall
                                            not be required to reimburse Seller for any amounts based on a demurrage rate or excess boil-off
                                            rate in excess of those specified in Section ‎7.12.3 and Section ‎7.12.4,
                                            as applicable. Seller shall invoice Buyer for any amounts due under this Section ‎7.13.2(c)
                                            pursuant to Section ‎10.1.4 within ninety (90) Days after the relevant
                                            Delivery Window.



 


		(d)	In the event an LNG Tanker fails to vacate
                                            the berth pursuant to this Section ‎7.13 and Buyer is not taking actions
                                            to cause it to vacate the berth, Seller may effect such removal at the expense of Buyer.



 


		7.14	LNG Loadings at
                                            the Driftwood LNG Terminal



 


		7.14.1	Seller shall cooperate with Transporters
                                            (or their agents) and with the master of each LNG Tanker to facilitate the continuous and
                                            efficient loading of LNG hereunder.



 


		7.14.2	During LNG loading, Seller shall
                                            take receipt of, through the Driftwood LNG Terminal vapor return line, Gas in such quantities
                                            as are necessary for the safe loading of LNG at such rates, pressures and temperatures as
                                            may be required by the design of the LNG Tanker or any standard operating practices of such
                                            LNG Tanker, provided such practices conform to International LNG Vessel Standards.



 


		7.14.3	Promptly after completion of loading
                                            of each cargo, Seller shall send or cause to be sent to Buyer a certificate of origin, certificate
                                            of quantity, certificate of quality, cargo manifest and bill of lading, together with such
                                            other documents concerning the cargo as may reasonably be requested by Buyer.



 











		7.14.4	Buyer, in cooperation with Seller,
                                            shall cause the LNG Tanker to depart safely and expeditiously from the berth upon completion
                                            of LNG loading.



 






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		7.15	Cooperation



 


If any circumstance occurs or is foreseen
to be reasonably likely to occur so as to cause delay to an LNG Tanker or any other LNG vessel in berthing, loading or departing, Buyer
and Seller shall, without prejudice to any other provision of this Agreement, discuss such circumstance in good faith with each other,
and the Parties shall use reasonable efforts to minimize or to avoid the delay, and at the same time shall cooperate with each other
and with such other users of the Loading Port, as appropriate, to find countermeasures to minimize or to avoid the occurrence of any
similar delay in the future.


 


		7.16	Cool-Down of LNG
                                            Tankers



 


		7.16.1	Buyer shall be solely responsible
                                            for ensuring that each LNG Tanker elected by Buyer for taking a cargo arrives at the Driftwood
                                            LNG Terminal cold and in a state of readiness. Notwithstanding the foregoing and subject
                                            to Section ‎7.16.2, Seller shall provide cool-down service to LNG Tankers at
                                            Buyer’s request as follows:



 


		(a)	Seller shall use reasonable efforts (taking
                                            into account availability of sufficient berth time) to accept Buyer’s request to provide
                                            cool-down service for any LNG Tanker, subject to Buyer requesting such cool-down service
                                            by notice to Seller as far in advance of the relevant cargo’s Delivery Window as is
                                            reasonably practicable but in no case less than twenty (20) Days before the relevant cargo’s
                                            Delivery Window, provided that Seller shall accept Buyer’s request to provide a cool-down
                                            service if Buyer makes such request by notice at the time Buyer proposes its schedule of
                                            receipt of cargoes pursuant to Section ‎8.1.2 for the relevant Contract
                                            Year. Seller shall have no obligation pursuant to this Section ‎7.16.1(a)
                                            to provide cool-down services for more than three (3) LNG Tanker during any two (2) consecutive
                                            Contract Years (provided that any cool-down services which may be agreed to be provided as
                                            a result of mitigation of a Force Majeure event shall not be counted towards such limitation).
                                            Buyer shall pay Seller for all LNG provided by Seller for cooling such LNG Tankers in an
                                            amount equal to the quantity of LNG provided, multiplied by the CSP.



 


		(b)	Seller shall provide cool-down service
                                            without payment to any LNG Tankers requiring cool-down solely as a result of a delay caused
                                            by Seller, but only if such LNG Tanker made no other call between the original Delivery Window
                                            and the requested cool-down time.



 











		(c)	Seller shall use reasonable efforts, contingent
                                            on the availability of sufficient berth time and facilities status, to provide cool-down
                                            service at any time other than as described in Sections ‎7.16.1(a)-‎(b)
                                            upon request by Buyer, provided that Buyer shall pay Seller for all LNG provided by Seller
                                            for cooling such LNG Tankers in an amount equal to the quantity of LNG provided, multiplied
                                            by the CSP; provided, further, that Seller shall have no obligation to provide such cool-down
                                            service if doing so would interfere with a scheduled Delivery Window of Buyer or a scheduled
                                            delivery window of any other Person.



 






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		7.16.2	The following shall apply to any
                                            cool-down service provided by Seller pursuant to Section ‎7.16.1:



 


		(a)	the MMBtu content of the total liquid
                                            quantities delivered for cooling, measured before evaporation, shall be determined by reference
                                            to the relevant LNG Tanker’s cool-down tables;



 


		(b)	the Parties will determine by mutual agreement
                                            the rates and pressures for delivery of LNG for cool-down, but always in full accordance
                                            with safe operating parameters and procedures established by Seller;



 


		(c)	LNG provided during cool down by Seller
                                            pursuant to Section ‎7.16.1 shall not be applied against the Scheduled
                                            Cargo Quantity for the relevant cargo; and



 


		(d)	unless cool-down services are agreed to
                                            be provided in the mitigation of Force Majeure, cool-down service shall not be provided during
                                            January, February, March, October, November or December of any Contract Year, provided that
                                            if Buyer requests cool-down service during such period, then Seller shall use commercially
                                            reasonable efforts to provide cool-down service during such period.



 


		7.17	Gas-Up of LNG
                                            Tankers



 


		7.17.1	Seller shall use reasonable efforts
                                            to obtain all relevant Approvals needed to offer gas-up service to LNG Tankers at the Driftwood
                                            LNG Terminal.



 






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		7.17.2	Notwithstanding the first sentence
                                            of Section ‎7.16.1 and subject to Section ‎7.17.3, to the
                                            extent Seller has all relevant Approvals needed to offer gas-up service to LNG Tankers at
                                            the Driftwood LNG Terminal and such services is otherwise permitted under Applicable Law,
                                            Seller shall provide gas-up service to LNG Tankers at Buyer’s request as follows:



 





		(a)	Buyer’s request for gas-up service
                                            in respect of an LNG Tanker shall be provided at the same time that Buyer requests cool-down
                                            service in respect of such LNG Tanker pursuant to Section ‎7.16.



 


		(b)	Seller shall use reasonable efforts (taking
                                            into account availability of sufficient berth time) to accept Buyer’s request to provide
                                            gas-up service for any LNG Tanker, subject to Buyer requesting such gas-up service by notice
                                            to Seller as far in advance of the relevant cargo’s Delivery Window as is reasonably
                                            practicable but in no case less than twenty (20) Days before the relevant cargo’s Delivery
                                            Window, provided that Seller shall accept Buyer’s request to provide a gas-up service
                                            if Buyer makes such request by notice at the time Buyer proposes its schedule of receipt
                                            of cargoes pursuant to Section ‎8.1.2 for the relevant Contract Year.



 


		(c)	Seller shall use reasonable efforts, contingent
                                            on the availability of sufficient berth time and facilities status, to provide gas-up service
                                            at any time other than as described in Section ‎7.17.2(b) upon request
                                            by Buyer, provided that Seller shall have no obligation to provide such gas-up service if
                                            doing so would interfere with a scheduled Delivery Window of Buyer or a scheduled delivery
                                            window of any other Person, would adversely affect the ability of Seller to perform its other
                                            obligations under this Agreement and other LNG sale and purchase agreements or would adversely
                                            affect the ability of Seller to operate the Driftwood LNG Terminal in accordance with all
                                            Approvals and Applicable Law.



 


		7.17.3	The following shall apply to any
                                            gas-up service provided by Seller pursuant to Section ‎7.17.2:



 


		(a)	the Parties will determine by mutual agreement
                                            the rates and pressures for delivery of Gas for gas-up service, but always in full accordance
                                            with safe operating parameters and procedures established by Seller;



 


		(b)	gas-up service shall only be provided
                                            to an LNG Tanker that is also entitled to receive, and is receiving, immediately after such
                                            gas-up service, cool-down service pursuant to Section ‎7.16;



 


		(c)	without prejudice to any amounts owed
                                            by Buyer for cool-down service provided pursuant to Section ‎7.16 to
                                            an LNG Tanker that also receives gas-up service pursuant to this Section ‎7.17,
                                            Buyer shall not be obligated to make a payment to Seller for gas-up service; provided that
                                            Buyer shall pay Seller for all LNG provided by Seller for each gas-up, in an amount equal
                                            to the quantity of LNG provided, multiplied by the CSP;



 





		(d)	gas-up service shall not be provided during
                                            January, February, March, October, November or December of any Contract Year, provided that
                                            if Buyer requests gas-up service during such period, then Seller shall use commercially reasonable
                                            efforts to provide gas-up service during such period; and



 


		(e)	gas-up service shall only be available
                                            for LNG Tankers under nitrogen purge, provided that the Parties, acting reasonably, will
                                            discuss the acceptance of LNG Tankers under inert gas, if Buyer can demonstrate unavailability
                                            of nitrogen and if Seller is able to accommodate, including taking into consideration operational
                                            and regulatory requirements.



 






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		8.	Annual Delivery Program



 


		8.1	Programming Information



 


		8.1.1	No later than one hundred eighty
                                            (180) Days before the start of each Contract Year, Seller shall provide Buyer with:



 


		(a)	Seller’s good faith estimate of
                                            the Gross Heating Value of LNG to be delivered during such Contract Year; and



 


		(b)	the Major Scheduled Maintenance Quantity
                                            for such Contract Year, if any.



 


		8.1.2	No later than one hundred ten (110)
                                            Days before the start of each Contract Year, Buyer shall notify Seller of Buyer’s proposed
                                            schedule of receipt of cargoes for each Month of such Contract Year. Such schedule shall
                                            identify sufficient proposed cargoes in order to schedule the full AACQ, and such AACQ shall
                                            be distributed across the Contract Year in accordance with Section ‎5.3. Buyer’s
                                            notice shall include the following information:



 


		(a)	the LNG Tanker (if known) for each proposed
                                            cargo;



 


		(b)	the Scheduled Cargo Quantity for each
                                            proposed cargo;



 


		(c)	the proposed Delivery Window for each
                                            cargo;



 


		(d)	Buyer’s request (if any) for a Round-Up
                                            Quantity for such Contract Year; and



 


		(e)	any other information that may affect
                                            annual scheduling.



 


Buyer shall also inform Seller of any
anticipated periods for maintenance to be conducted with respect to the LNG Tankers identified in (a) above.


 






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		8.1.3	Seller will then notify Buyer no
                                            later than eighty-five (85) Days before the start of such Contract Year of Seller’s
                                            proposed schedule of cargoes to be made available in each Month of such Contract Year, exercising
                                            reasonable efforts to adopt Buyer’s proposed schedule of receipts requested in accordance
                                            with Section ‎8.1.2; provided that (x) if Buyer fails to deliver the
                                            notice according to Section ‎8.1.2, Seller may nevertheless propose a schedule
                                            according to the terms of this Section ‎8.1.3, and (y) Seller shall have the
                                            right to modify Buyer’s proposed schedule to the extent required to ensure that the
                                            entire AACQ is scheduled and to comply with the other requirements of this Agreement, including
                                            the terms of Section ‎5.3. Such notice shall include the following information:



 


		(a)	the proposed AACQ for the Contract Year;



 


		(b)	the proposed Round-Up Quantity (if any)
                                            or Round-Down Quantity (if any) for the Contract Year;



 


		(c)	any Round-Down Quantity not taken in the
                                            previous Contract Year and carried forward to the current Contract Year;



 


		(d)	any Round-Up Quantity taken in the previous
                                            Contract Year and carried forward as a deduction in the current Contract Year;



 


		(e)	the Major Scheduled Maintenance Quantity
                                            (if any) for the Contract Year identified by Seller pursuant to Section ‎8.1.1(b);



 


		(f)	for each cargo:



 


		(i)	the loading terminal if changed from Driftwood
                                            LNG Terminal pursuant to Section ‎3.1.2;



 


		(ii)	the LNG Tanker (if specified by Buyer);



 


		(iii)	the Scheduled Cargo Quantity, if any,
                                            specified in the notice sent by Buyer pursuant to Section ‎8.1.2; and



 


		(iv)	the proposed Delivery Window; and



 


		(g)	any other information that may affect
                                            annual scheduling.



 


		8.2	Determination of
                                            Annual Delivery Program



 


		8.2.1	No later than ten (10) Days after
                                            receipt of Seller’s proposed schedule provided under Section ‎8.1.3, Buyer
                                            shall notify Seller if Buyer desires to consult with Seller regarding the proposed schedule,
                                            including (a) if Seller has not requested a Round-Up Quantity pursuant to Section ‎8.1.3(b),
                                            whether Buyer desires to request a Round-Up Quantity in accordance with Section ‎5.4.2,
                                            or (b) if Seller has requested a Round-Up Quantity pursuant to Section ‎8.1.3(b),
                                            whether Buyer is unable, despite its exercise of reasonable efforts, to schedule the receipt
                                            of the additional LNG. Seller shall, no later than fifteen (15) Days after receipt of Buyer’s
                                            notice, meet and consult with Buyer.



 






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		8.2.2	If, prior to the date that is sixty
                                            (60) Days before the start of a Contract Year, the Parties have agreed on a schedule of deliveries
                                            for such Contract Year, then Seller shall issue the delivery schedule agreed by the Parties.
                                            If the Parties are unable to agree on a schedule of deliveries for such Contract Year, then
                                            no later than sixty (60) Days before the start of such Contract Year, Seller shall issue
                                            the delivery schedule for such Contract Year containing the information set forth in Section
                                            ‎8.1.3, modified to reflect any changes agreed by the Parties pursuant to Section
                                            ‎8.2.1 and to reflect any changes required by Section ‎5.4 to Seller’s
                                            proposal pursuant to Section ‎8.1.3(b) for a Round-Up Quantity or Round-Down
                                            Quantity. The schedule promulgated by Seller shall reflect the exercise of reasonable efforts
                                            by Seller to (i) assign to Buyer Delivery Windows that are as close as reasonably practicable
                                            to the Delivery Windows proposed by Buyer pursuant to Section ‎8.1.2, and (ii)
                                            specify the Scheduled Cargo Quantity with respect to each LNG Tanker as notified by Buyer
                                            pursuant to Section ‎8.1.2; provided, that Seller shall have the right
                                            to issue a schedule with different terms to the extent required to ensure that the entire
                                            AACQ is scheduled and to comply with the other requirements of this Agreement, including
                                            the terms of Section ‎5.3. Seller shall provide for delivery of the AACQ in
                                            accordance with Section ‎5.3.



 


		8.2.3	In assigning Delivery Windows in
                                            the ADP under Section 8.2.2, (a) requests of Buyer made pursuant to this Agreement and requests
                                            of other Foundation Customers will be given priority over the requests of Seller’s
                                            customers that are not Foundation Customers; and (b) requests of each Foundation Customer
                                            will be treated on a non-discriminatory basis as compared to requests of other Foundation
                                            Customers.



 


		8.2.4	The schedule for deliveries of
                                            LNG during the Contract Year established pursuant to this Section ‎8.2, as amended
                                            from time to time in accordance with Section ‎8.3, is the “Annual Delivery
                                            Program” or “ADP”. If Seller fails to issue the schedule provided
                                            for in Sections ‎8.1.3 or ‎8.2.2, if applicable, then the schedule
                                            proposed by Buyer under Section ‎8.1.2 shall be the ADP for the relevant Contract
                                            Year.



 


		8.2.5	Seller shall combine the ADP with
                                            the annual delivery programs of all other Driftwood buyers and provide to Buyer a combined
                                            schedule (the “Composite ADP”) showing all delivery windows and scheduled
                                            cargo quantities that have been committed by Seller, along with available, uncommitted loading
                                            windows at the Driftwood LNG Terminal. Seller shall promptly update the Composite ADP as
                                            the ADP is changed pursuant to Section ‎8.3 or other Driftwood buyers’
                                            annual delivery programs are changed pursuant to their respective LNG sale and purchase agreements.



 






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		8.2.6	All references in Section ‎8.1
                                            and this Section ‎8.2 to a specific number of Days prior to the start of a Contract
                                            Year shall be construed to mean, for purposes of the First Contract Year, as such number
                                            of Days prior to the anticipated First DFCD.



 


		8.3	Changes to Annual Delivery Program



 


		8.3.1	Subject to the remainder of this
                                            Section ‎8.3, either Party may request by notice a change in the ADP or Ninety
                                            Day Schedule for a Contract Year for any reason.



 


		8.3.2	As soon as possible after notice
                                            has been received pursuant to this Section ‎8.3, the Parties shall consult with
                                            one another in order to examine whether such ADP or Ninety Day Schedule can be revised to
                                            accommodate such proposed change(s). Neither Party shall unreasonably withhold or delay its
                                            consent to revise the ADP or Ninety Day Schedule in accordance with changes proposed by the
                                            other Party; provided that neither Party shall be under any obligation to consent
                                            thereto if:



 


		(a)	in the case of Seller, (i) Seller is unable
                                            to agree after the exercise of reasonable efforts to any necessary changes in its arrangements
                                            with its Driftwood buyers, (ii) the requested change would impose additional costs (unless
                                            Buyer agrees to reimburse such costs) or risks upon Seller, (iii) the requested change would
                                            result in unreimbursed increased costs or decreased revenues to Seller or (iv) the requested
                                            change would increase the total quantities scheduled hereunder or decrease the total quantities
                                            scheduled hereunder; or



 


		(b)	in the case of Buyer, (i) Buyer is unable
                                            to agree after the exercise of reasonable efforts to any necessary changes in its arrangements
                                            with Transporter or Buyer’s customers, (ii) the requested change would impose additional
                                            costs (unless Seller agrees to reimburse such costs) or risks upon Buyer, (iii) the requested
                                            change would increase the total quantities scheduled hereunder or decrease the total quantities
                                            scheduled hereunder; (iv) the requested change would result in unreimbursed increased costs
                                            or decreased revenues to Buyer or (v) the requested change would impair Buyer’s shipping
                                            schedule.



 


		8.3.3	Upon a scheduling change pursuant
                                            to this Section ‎8.3, the ADP and, if applicable, the Ninety Day Schedule shall
                                            be amended accordingly and an updated ADP and, if applicable, an updated Ninety Day Schedule
                                            shall promptly be provided in writing by Seller to Buyer.



 






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		8.4	Ninety Day Schedule



 


		8.4.1	No later than the twenty-fifth
                                            (25th) Day of each Month, Seller shall issue a forward plan of deliveries for the three (3)-Month
                                            period commencing on the first (1st) Day of the following Month thereafter (e.g., the Ninety
                                            Day Schedule for the three (3)-Month period commencing on May 1st shall be issued no later
                                            than the twenty-fifth (25th) Day of April) (such plan, as amended from time to time in accordance
                                            with procedures set forth in this Agreement, the “Ninety Day Schedule”).
                                            The Ninety Day Schedule shall set forth by cargo the forecast pattern of deliveries, including
                                            the Delivery Window, LNG Tanker and Scheduled Cargo Quantity for each cargo. In the absence
                                            of agreement between the Parties otherwise, the Ninety Day Schedule will maintain the Scheduled
                                            Cargo Quantities and Delivery Windows as identified in the ADP.



 


		8.4.2	Seller shall combine the Ninety
                                            Day Schedule with the ninety day schedules of all other Driftwood buyers and provide to Buyer
                                            a combined schedule (the “Composite Ninety Day Schedule”) showing all
                                            delivery windows and scheduled cargo quantities that have been committed by Seller, along
                                            with available, uncommitted loading windows at the Driftwood LNG Terminal. Seller shall promptly
                                            update the Composite Ninety Day Schedule as the Ninety Day Schedule is changed pursuant to
                                            Section ‎8.3 or ‎8.4.1 or other Driftwood buyers’ ninety
                                            day schedules are changed pursuant to their respective LNG sale and purchase agreements.



 


		8.5	Change of LNG Tanker



 


Without prejudice to Section ‎14.2.3,
in respect of each cargo of LNG scheduled in the ADP or Ninety Day Schedule, Buyer may nominate an alternate LNG Tanker (each an “Alternative
LNG Tanker”); provided that any Alternative LNG Tanker shall be subject to and comply with all requirements for LNG Tankers
under this Agreement and be able to load the Scheduled Cargo Quantity as agreed in the Ninety Day Schedule. Any change to the Scheduled
Cargo Quantity shall be made in accordance with Section ‎8.3 or ‎8.4, as applicable.


 


		9.	Contract Sales Price



 


		9.1	Contract Sales Price



 


		9.1.1	Except as otherwise provided pursuant
                                            to Section ‎14.3.4, and subject to Section ‎9.1.2, the contract
                                            sales price (“CSP”) (expressed in USD per MMBtu rounded to two decimal
                                            places) for all LNG made available by Seller to Buyer under this Agreement shall be as follows:



 


CSP = ([***]%
JKM CSP) + ([***]%TTF CSP)


 


where:


 






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JKM CSP
= greater of (a) [***]% JKM – US$[***]/MMBtu and (b) US$[***]/MMBtu


 


where:


 


“JKM” means an amount
expressed in USD per MMBtu equal to the arithmetic average of all the JKM (M) frontline quotations published in the “DES Japan/Korea
Marker (JKM)” price table for each Platts Business Day, as published in Platts LNG Daily in the “DES Japan/Korea Marker (JKM)”
price table, during the Assessment Period;


 


where:


 


“Assessment Period”
means the period covering the second half (sixteenth (16th) – month end (unless the sixteenth (16th) is not
a Platts Business Day, in which case the next Platts Business Day until month end)) of M-2 month and the first half (first (1st)
 – fifteenth (15th) (unless the fifteenth (15th) of that month is not a Platts Business Day, in which case
the first half will end on the day immediately before the next Platts Business Day)) of M-1 month;


 


“M” means the calendar
month following the month in which the Delivery Window of the relevant cargo is scheduled in the ADP to begin;


 


“Platts Business Day”
means a Day in respect of which Platts LNG Daily published prices for “DES Japan/Korea Marker (JKM)”; and


 


“Platts LNG Daily”
means the publication of that same name published by S&P Global, a division of S&P Global Inc.; and


 


TTF CSP
= greater of (a) [***]% TTF – US$[***]/MMBtu and (b) US$[***]/MMBtu


 


where:


 


“TTF” means the
arithmetic average of the daily settlement prices expressed in EUR per MWh of the ICE Dutch Natural Gas TTF Futures Contract for delivery
in the Pricing Month on all days for which such contract is the Front Month Contract on the ICE website (www.theice.com), as each daily
settlement price is converted to US$/MMBtu using the following formula:


 






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US$/MMBtu = (EUR/MWh) x CR/3.41214


 


where:


 


“ICE” means InterContinental
Exchange;


 


“CR” means, on each
Pricing Date, the USD/EUR spot exchange rate published by the European Central Bank and if, on any Pricing Date, the European Central
Bank does not publish the USD/EUR spot exchange rate, the USD/EUR spot exchange rate that was published by the European Central Bank
on the date immediately prior to such Pricing Date;


 


“Front Month Contract”
means, on each Pricing Date, the ICE Dutch Natural Gas TTF Futures Contract that is traded on such Pricing Date with the earliest expiration
date;


 


“Pricing Date” means
any day on which the ICE Dutch Natural Gas TTF Futures Contract has a settlement price; and


 


“Pricing Month” means
the calendar month in which the Delivery Window of the relevant cargo is scheduled in the ADP to begin.


 


		9.1.2	In the event that the Delivery
                                            Window for a cargo specified in an ADP or Ninety Day Schedule is changed for any reason except
                                            due to a request of Buyer made pursuant to Section ‎8.3 or an action or omission
                                            directly attributable to Buyer (except for a Buyer request related to Off-spec LNG), (including
                                            for the purposes of such cargo, any of (i) its Affiliate, (ii) any customer of Buyer scheduled
                                            to take delivery of LNG from Buyer at the Driftwood LNG Terminal, (iii) contractor or sub-contractor
                                            or agent of Buyer or Affiliate of Buyer, (iv) the operator of any part of any Discharge Terminal
                                            or (v) any Transporter) the CSP for such cargo shall be the CSP applicable for the Delivery
                                            Window originally scheduled in the ADP.



 


		10.	Invoicing and Payment



 


		10.1	Invoices



 


		10.1.1	Invoices for Cargoes. Invoices
                                            for each cargo made available by Seller and taken by Buyer, together with relevant supporting
                                            documents including a certificate of quantity loaded, shall be prepared and delivered by
                                            Seller to Buyer promptly following each Delivery Window and receipt of the final inspection
                                            certificate applicable to the loading of such cargo. The invoice amount shall be the CSP,
                                            multiplied by the quantity of LNG loaded on the LNG Tanker as calculated pursuant
                                            to Section ‎13.5.



 






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		10.1.2	Invoices for Cargo DoP Payments.
                                            Invoices for Cargo DoP Payments owed to Buyer by Seller shall be prepared by Buyer and delivered
                                            to Seller promptly following the Delivery Window of each affected cargo.



 


		10.1.3	Invoices for Cargo Shortfall
                                            Payments. Invoices for Cargo Shortfall Payments owed to Seller by Buyer shall be prepared
                                            by Seller and delivered to Buyer promptly following the Delivery Window for each affected
                                            cargo. Invoices for any amounts owed to Buyer by Seller pursuant to Section ‎5.7.6
                                            shall be prepared by Seller and delivered to Buyer as soon as reasonably practicable.



 


		10.1.4	Invoices for Various Sums Due.
                                            In the event that any sums are due from one Party to the other Party under Section ‎7.12.3,
                                            ‎7.12.4, ‎7.13.2(c), ‎7.16.1, ‎10.3.3,
                                            ‎10.4.1, ‎11.5, ‎12.3.1, or ‎12.3.2 of
                                            this Agreement, the Party to whom such sums are owed shall furnish an invoice therefor, describing
                                            in reasonable detail the basis for such invoice and providing relevant documents supporting
                                            the calculation thereof.



 


		10.1.5	Invoices for Other Sums Due.
                                            In the event that any sums are due from one Party to the other Party under this Agreement,
                                            other than for a reason addressed in Section ‎10.1.1 through ‎10.1.4,
                                            the Party to whom such sums are owed shall furnish an invoice therefor, describing in reasonable
                                            detail the basis for such invoice and providing relevant documents supporting the calculation
                                            thereof.



 


		10.1.6	Notice. Invoices shall
                                            be sent in accordance with Section ‎24.



 


		10.1.7	Provisional Invoices.



 


		(a)	In the event (i) a rate or index used
                                            in the calculation of an amount is not yet available or is not available on a temporary or
                                            permanent basis; or (ii) any other relevant information necessary to compute an invoice is
                                            not available, the invoicing Party may issue a provisional invoice (“Provisional
                                            Invoice”) in an amount calculated, in the case of subsection (i) of this Section ‎10.1.7(a),
                                            in accordance with Section ‎1.3, and, in the case of subsection
                                            (ii) of this Section ‎10.1.7(a), based on the best estimate of the
                                            unavailable information by the Party issuing the Provisional Invoice. A Provisional Invoice
                                            shall be deemed to be an invoice issued pursuant to Section ‎10.1.1 through
                                            ‎10.1.5, as applicable, for the purposes of the payment obligations of
                                            Seller or Buyer, as applicable, and shall be subject to subsequent adjustment in accordance
                                            with Section ‎10.1.7(b).



 






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		(b)	If a Provisional Invoice has been issued,
                                            the invoicing Party shall issue a final invoice reflecting any credit or debit, as applicable,
                                            to the Provisional Invoice as soon as reasonably practicable after the information necessary
                                            to compute the payment has been obtained by such Party. Seller and Buyer shall settle such
                                            debit or credit amount, as the case may be, when payment of the next invoice is due pursuant
                                            to Section ‎10.2 or, if earlier, upon the termination of this Agreement.



 


		10.2	Payment



 


All amounts invoiced under this Agreement
that are due and payable shall be paid in accordance with this Section ‎10.2.


 


		10.2.1	Payments for Cargoes. Invoices
                                            issued in accordance with Section ‎10.1.1 for cargoes made available and taken
                                            shall become due and payable by Buyer on the tenth (10th) Day after the date on
                                            which Buyer received such invoice.



 


		10.2.2	Cargo DoP Payments. Invoices
                                            issued in accordance with Section ‎10.1.2 shall become due and payable on the
                                            tenth (10th) Day following receipt by Seller.



 


		10.2.3	Cargo Shortfall Payments.
                                            Invoices issued in accordance with Section ‎10.1.3 shall become due and
                                            payable on the tenth (10th) Day following receipt by Buyer. Amounts owed by Seller
                                            in accordance with Section ‎10.1.3 shall become due and payable on the
                                            tenth (10th) Day following Seller receiving the applicable corresponding payment
                                            pursuant to a Mitigation Sale.



 


		10.2.4	Payments for Other Sums Due.
                                            An invoice issued pursuant to Section ‎10.1.4 or ‎10.1.5 shall
                                            be paid by the paying Party thereunder not later than twenty (20) Days after receipt of such
                                            invoice.



 


		10.2.5	Payment Method. All invoices
                                            shall be settled by payment in USD of the sum due by wire transfer of immediately available
                                            funds to an account with the bank designated by the other Party in accordance with Section
                                            ‎10.2.6.



 


		10.2.6	Designated Bank. Each Party
                                            shall designate a bank in a location reasonably acceptable to the other Party for payments
                                            under this Agreement, not less than thirty (30) Days before any designation or redesignation
                                            is to be effective.



 


		10.2.7	Payment Date. If any invoice
                                            issued pursuant to Section ‎10.1 would result in a Party being required to make
                                            a payment on a Day that is not a Payment Business Day, then the due date for such invoice
                                            shall be the immediately succeeding Payment Business Day.



 






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		10.3	Disputed Invoice



 


		10.3.1	Payment Pending Dispute.
                                            Absent manifest error, each Party invoiced pursuant to Section ‎10.1.1, ‎10.1.2,
                                            ‎10.1.3, or ‎10.1.4 shall pay all disputed and undisputed amounts
                                            due under such invoice without netting or offsetting, and the Party disputing any amounts
                                            due under any such invoice shall as soon as reasonably practicable notify the other Party
                                            of the reasons for such disagreement. In the case of manifest error, the correct amount shall
                                            be paid disregarding such error, and necessary correction and consequent adjustment shall
                                            be made within five (5) Business Days after agreement or determination of the correct amount.



 


		10.3.2	Timing. Except with respect
                                            to Sections ‎1.3, ‎10.3.4, and ‎14, any invoice may
                                            be contested by the receiving Party only pursuant to Section ‎10.5 or if, within
                                            a period of thirteen (13) Months after its receipt thereof, that Party serves notice to the
                                            other Party questioning the correctness of such invoice. Subject to Section ‎10.5,
                                            if no such notice is served, the invoice shall be deemed correct and accepted by both Parties.



 


		10.3.3	Interest. The Party who
                                            invoiced and received payment of a sum, subsequently determined not to have been payable
                                            under this Agreement to such Party, shall pay interest to the other Party on such amount,
                                            at a rate per annum equal to [***] percent ([***]%) above the SOFR (as in effect
                                            on the Day when such sum was originally paid) on and from the Day when such sum was originally
                                            paid until the date of its repayment, provided that, without prejudice to the other terms
                                            of this Agreement, if such period lasts longer than ninety (90) Days, the applicable SOFR
                                            for each successive term of ninety (90) Days during that period shall be that in effect on
                                            the first (1st) Day of that ninety (90) Day period. Interest shall accrue from
                                            Day to Day and be calculated on the basis of a three hundred sixty (360) Day year.



 


		10.3.4	Measurement or Analyzing Errors.
                                            Any errors found in an invoice or credit note which are caused by the inaccuracy of any measuring
                                            or analyzing equipment or device shall be corrected in accordance with Exhibit A hereto,
                                            as applicable, and shall be settled in the same manner as is set out above in this Section
                                            ‎10.3.



 


		10.4	Delay in Payment



 


		10.4.1	Interest. If either Party
                                            fails to make payment of any sum as and when due under this Agreement, it shall pay interest
                                            thereon to the other Party at a rate per annum equal to [***] percent ([***]%)
                                            above the SOFR (as in effect on the Day when such sum was originally due) on and from the
                                            Day when payment was due until the date of payment, provided that, without prejudice to the
                                            other terms of this Agreement, if such period lasts longer than ninety (90) Days, the applicable
                                            SOFR for each successive term of ninety (90) Days during that period shall be that in effect
                                            on the first (1st) Day of that ninety (90) Day period. Interest shall accrue from
                                            Day to Day and be calculated on the basis of a three hundred sixty (360) Day year.



 






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		10.4.2	Costs and Expenses. Subject
                                            to Section ‎20.1.12, each Party shall bear its own costs (including attorneys’
                                            or experts’ fees or costs) in respect of enforcement of such Party’s rights in
                                            any Dispute proceeding as a result of the other Party failing to perform or failing timely
                                            to perform its obligations under this Agreement including failing timely to make any payment
                                            in accordance with this Agreement.



 


		10.5	Audit Rights



 


Each Party shall have the right to cause
an independent auditor, appointed by such Party at such Party’s sole cost and expense, to audit the books, records and accounts
of the other Party that are directly relevant to the determination of any amounts invoiced, charged, refunded or credited by the other
Party within the previous twelve (12) Months or as otherwise required by this Agreement. Such audit shall be conducted at the office
where the records are located, during the audited Party’s regular business hours and on reasonable prior notice, and shall be completed
within thirty (30) Days after the audited Party’s relevant records have been made available to the auditing Party. The independent
auditor shall be a major firm experienced in providing auditing services, and the Party appointing such auditor shall cause the auditor
to execute a confidentiality agreement reasonably acceptable to the Party being audited. If the audit discloses an error in any invoiced
amount under this Agreement, then the auditing Party shall, within thirty (30) Days following completion of the audit pertaining to the
affected invoice or statement, provide notice to the audited Party describing the error and the basis therefor. Promptly thereafter,
the Parties shall commence discussions regarding such error in order to expeditiously, and in good faith, achieve resolution thereof,
provided that any adjustments arising from such audit shall be made and all credits or charges finalized within forty-five (45) Days
of completion of any relevant audit.


 


		11.	Taxes



 


		11.1	Responsibility



 


Buyer shall indemnify and hold Seller
and its direct or indirect owners and Affiliates harmless from any and all Buyer Taxes, and Seller shall indemnify and hold Buyer and
its Affiliates harmless from any and all Seller Taxes.


 


		11.2	Seller Taxes



 


“Seller Taxes” means
any Taxes imposed from time to time:


 


		(a)	solely on account of the corporate existence
                                            of Seller or its Affiliates;



 






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		(b)	in respect of the property, revenue, income,
                                            or profits of Seller or its Affiliates (other than Taxes required to be deducted or withheld
                                            by Buyer from or in respect of any payments (whether in cash or in kind) under this Agreement);



 


		(c)	subject to Section ‎11.5,
                                            in the United States of America or any political subdivision thereof, that may be levied
                                            or assessed upon the export, loading, storage, processing, transfer, transport, ownership
                                            of title, or delivery of LNG, up to and at the Delivery Point; and



 


		(d)	payable by Buyer by reason of a failure
                                            by Seller to properly deduct, withhold or pay any Taxes described in Section ‎11.4.



 


		11.3	Buyer Taxes



 


“Buyer Taxes” means
any Taxes imposed from time to time:


 


		(a)	solely on account of the corporate existence
                                            of Buyer or its Affiliates;



 


		(b)	in respect of the property, revenue, income,
                                            or profits of Buyer or its Affiliates (other than Taxes required to be deducted or withheld
                                            by Seller from or in respect of payments (whether in cash or in kind) under this Agreement);



 


		(c)	in the United States of America (or any
                                            political subdivision thereof) or in any jurisdiction in which any of Buyer’s Discharge
                                            Terminals are located (or any political subdivision thereof), or any jurisdiction through
                                            which any LNG Tanker transits or on which any LNG Tanker calls (or any political subdivision
                                            thereof), in each case that may be levied or assessed upon the sale, use, purchase, import,
                                            unloading, export, loading, storage, processing, transfer, transport, ownership of title,
                                            receipt or delivery of LNG after the Delivery Point; and



 


		(d)	payable by Seller by reason of a failure
                                            by Buyer to properly deduct, withhold or pay any Taxes described in Section ‎11.4.



 


		11.4	Withholding Taxes



 


If Seller or Buyer (in either case, the
 “Payor” for purposes of this Section ‎11.4), is required to deduct or withhold Taxes from or in respect of any
payments (whether in cash or in kind) to the other Party under this Agreement, then: (a) the Payor shall make such deductions and withholdings;
(b) the Payor shall pay the full amount deducted or withheld to the appropriate Governmental Authority in accordance with Applicable
Laws; (c) the Payor shall promptly furnish to the other Party the original or a certified copy of a receipt evidencing such payment;
and (d) the sum payable by the Payor to the other Party shall be increased by such additional sums as necessary so that after making
all required deductions and withholdings of Taxes (including deductions and withholdings of Taxes applicable to additional sums payable
under this Section ‎11.4), the other Party receives an amount equal to the sum it would have received had no such deductions or
withholdings of Taxes been made. For the avoidance of doubt, the payment mechanism described in this Section ‎11.4 does not affect
the Tax rights and responsibilities among the Parties provided under Section ‎11.1.


 






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		11.5	Transfer Taxes



 


In the event that the United States of
America or any political subdivision thereof, including the State of Louisiana or any of its political subdivisions, levies or assesses
a value added Tax, sales or use Tax, or other transfer Tax (“Transfer Taxes”) on the transfer of LNG pursuant to this
Agreement, then unless Buyer has demonstrated an exemption that excuses Seller from any requirement under Applicable Laws to collect
such Transfer Taxes from Buyer (including the provision of any exemption certificate or other documentation required to demonstrate such
exemption), Seller shall (a) add such Transfer Taxes to the invoice for such LNG issued pursuant to Section ‎10.1 or (b) promptly
notify Buyer and remit such Transfer Taxes to the appropriate Governmental Authority, in which case, pursuant to Section ‎10.1.4,
Seller shall furnish Buyer with an invoice of the Transfer Taxes required to be reimbursed to Seller, and Buyer shall pay such invoice
in accordance with Section ‎10.2.4. Buyer shall remain liable for any Transfer Taxes imposed on Seller as a result of Buyer’s
failure to qualify for an exemption claimed by Buyer.


 


		11.6	Mitigation and Cooperation



 


Each Party shall use reasonable efforts
to take actions or measures requested by the other Party in order to minimize liabilities for Taxes for which the other Party is liable
under this Section ‎11, and to file for and secure exclusions, exemptions, rebates, credits, refunds, abatement and incentives
with respect to any such Taxes, provided that the other Party shall pay such Party’s reasonable costs and expenses in relation
thereto. Buyer shall provide Seller with information and documents requested by Seller for purposes of Seller qualifying for or benefitting
from any and all exclusions, exemptions, rebates, credits, refunds, abatement and incentives of any Taxes for which Seller is liable
under this Section ‎11.


 


		11.7	Refunds



 


If a Party has made an indemnification
payment to the other Party pursuant to this Section ‎11 with respect to any amount owed or paid by the indemnified Party and the
indemnified Party thereafter receives a refund or credit of any such amount, such indemnified Party shall pay to the indemnifying Party
the amount of such refund or credit (less any reasonable costs and expenses incurred by the indemnified Party to obtain such refund or
credit, without duplication of any such costs or expenses paid by the indemnifying Party under Section ‎11.6) promptly following
the receipt thereof. The indemnified Party shall provide such assistance as the indemnifying Party may reasonably request to obtain such
a refund or credit.


 






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		12.	Quality and Emissions Reporting



 


		12.1	Specification



 


LNG delivered under this Agreement shall
contain no water, active bacteria or bacterial agents (including sulphate reducing bacteria or acid producing bacteria) or other contaminants
or extraneous material and, when converted into a gaseous state, shall comply with the following specifications (“Specifications”):


 


	Minimum Gross Heating Value	1000 Btu/SCF
	 	 
	Maximum Gross Heating Value 	1150 Btu/SCF
	 	 
	Minimum Methane (C1)	84.0 MOL%
	 	 
	Maximum Hydrogen Sulfide (H2S)	0.25 grains per 100 SCF
	 	 
	Maximum Sulfur (S)	1.35 grains per 100 SCF
	 	 
	Maximum Nitrogen (N2)	1.5 MOL%
	 	 
	Maximum Ethane (C2)	8 MOL%
	 	 
	Maximum Propane (C3)	3.5 MOL%
	 	 
	Maximum Butane (C4) and heavier	2 MOL%




 


		12.2	Determining LNG Specifications



 


LNG shall be tested pursuant to Exhibit
A to determine whether such LNG complies with the Specifications.


 


		12.3	Off-Specification LNG



 


		12.3.1	If Seller, acting as a Reasonable
                                            and Prudent Operator, determines prior to loading of a cargo that the LNG is expected not
                                            to comply with the Specifications (“Off-Spec LNG”) upon loading, Seller
                                            shall, as soon as reasonably practicable, suspend loading and shall give notice to Buyer
                                            of the extent of the expected variance as soon as practicable (but in no case later than
                                            the commencement of loading of the cargo), and:



 


		(a)	Buyer shall use reasonable efforts, including
                                            coordinating with the Transporter and the operator of the Discharge Terminal, to accept such
                                            LNG where the LNG would be acceptable to the Transporter and the operator of the Discharge
                                            Terminal, each of them acting in their sole discretion (unless Transporter or such operator
                                            is Buyer or an Affiliate of Buyer), and would not prejudice the safe and reliable operation
                                            of any LNG Tanker, the Discharge Terminal, and any downstream facilities being supplied regasified
                                            LNG; Buyer shall notify Seller within forty-eight (48) hours of receipt of Seller’s
                                            notice whether Buyer is so able to accept such LNG;



 






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		(b)	if Buyer can accept delivery of such cargo,
                                            then Buyer shall take delivery of such cargo, and Seller shall reimburse Buyer for all reasonable
                                            documented direct costs incurred by Buyer (including direct costs owed to any Affiliate of
                                            Buyer, Transporter, and the operator of the Discharge Terminal) in transporting and treating
                                            such Off-Spec LNG to meet the Specifications (or to otherwise make such LNG marketable);
                                            provided, however, Seller’s liability shall not exceed twenty percent (20%)
                                            of the CSP for such cargo, multiplied by the quantity (in MMBtu) of the Off-Spec LNG;
                                            and



 


		(c)	if Buyer determines in good faith that
                                            it cannot, using reasonable efforts, receive such cargo, or that Buyer anticipates that it
                                            might be liable for costs that would not otherwise be reimbursed pursuant to Section ‎12.3.1(b),
                                            then Buyer shall be entitled to reject such cargo by giving Seller notice of rejection within
                                            forty-eight (48) hours of the Buyer’s receipt of Seller’s notice, and Buyer shall
                                            be relieved of its obligation to load such cargo, Seller shall be deemed to have failed to
                                            make available such cargo and Section ‎5.6.2 shall apply in respect of
                                            such cargo.



 


		12.3.2	If Off-Spec LNG is delivered to
                                            Buyer without Buyer being made aware of the fact that such Off-Spec LNG does not comply with
                                            the Specifications, or without Buyer being made aware of the actual extent to which such
                                            Off-Spec LNG does not comply with the Specifications, then upon Buyer or Seller becoming
                                            aware that the LNG is Off-Spec LNG and following prompt notice thereof to the other Party,
                                            Seller shall immediately suspend loading operations (if applicable) pending a determination
                                            by Buyer and:



 


		(a)	if Buyer is able, using reasonable efforts,
                                            to transport and treat the Off-Spec LNG to meet the Specifications (or to otherwise make
                                            such LNG marketable) within the cost limitations set forth in this Section ‎12.3.2(a),
                                            then Buyer shall notify Seller as soon as practicable to resume loading (if applicable) and
                                            Seller shall reimburse Buyer for all reasonable documented direct costs and expenses incurred
                                            by Buyer (including direct costs owed to any Affiliate of Buyer, Transporter, and the operator
                                            of the Discharge Terminal) in transporting and treating such Off-Spec LNG received at the
                                            Discharge Terminal to meet the Specifications (or to otherwise make such LNG marketable),
                                            in an amount not exceeding one hundred percent (100%) of the CSP for such cargo, multiplied
                                            by the quantity (in MMBtu) of the Off-Spec LNG so delivered; provided, however,
                                            that Buyer, any Affiliate of Buyer, Transporter, and the operator of the Discharge Terminal
                                            shall not be required to incur costs in excess of those reimbursable by Seller; or



 






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		(b)	if Buyer determines in good faith that
                                            it cannot, using reasonable efforts, transport and treat such Off-Spec LNG to meet the Specifications
                                            (or to make such LNG marketable) within the cost limitations set forth in Section ‎12.3.2(a),
                                            then: (i) Buyer shall be entitled to reject such Off-Spec LNG by giving Seller notice of
                                            such rejection as soon as practicable, and in any case within ninety-six (96) hours after
                                            (A) Seller notifies Buyer that such LNG is Off-Spec LNG and the actual extent to which such
                                            Off-Spec LNG does not comply with the Specifications or (B) Buyer becomes aware that such
                                            LNG is Off-Spec LNG, whichever occurs first; (ii) Buyer shall be entitled to dispose of the
                                            loaded portion of such Off-Spec LNG (or regasified LNG produced therefrom) in any manner
                                            that Buyer, acting in accordance with the standards of a Reasonable and Prudent Operator,
                                            deems appropriate; and (iii) Seller shall reimburse Buyer in respect of and indemnify and
                                            hold Buyer harmless from all direct loss, damages, costs and expenses incurred by Buyer,
                                            any Affiliate of Buyer, Transporter or the operator of the Discharge Terminal (if, and only
                                            to the extent that, Buyer is contractually liable to such Transporter or operator) as a result
                                            of the delivery of such Off-Spec LNG, including in connection with the handling, treatment
                                            or safe disposal of such Off-Spec LNG or other LNG being held at the Discharge Terminal or
                                            being carried onboard the LNG Tanker which was contaminated by it, cleaning or clearing the
                                            LNG Tanker and Discharge Terminal, and damage caused to the LNG Tanker and Discharge Terminal.



 


		12.3.3	If Buyer rejects a cargo in accordance
                                            with Section ‎12.3.1(c) or ‎12.3.2(b), Seller shall be deemed to
                                            have failed to make available such cargo, and the Scheduled Cargo Quantity for such cargo
                                            shall be treated as a Cargo DoP Quantity resulting in a Cargo DoP Payment under Section ‎5.6.2.
                                            If Buyer accepts a cargo of Off-Spec LNG in accordance with Section ‎12.3.1(b)
                                            or transports and treats a cargo of Off-Spec LNG in accordance with Section ‎12.3.2(a),
                                            Seller shall be deemed to have satisfied its obligation to make available such LNG to Buyer
                                            for purposes of Section ‎5.6.1.



 


		12.4	Emissions Reporting



 


Not later than the last Day of each Month,
starting on the second Month after the Month in which the First DFCD occurs, Seller shall provide a written report to Buyer, in form
and substance determined by Seller acting in good faith, that sets forth information regarding certain carbon dioxide and methane emissions
associated with each cargo delivered hereunder in the prior Month. Seller shall use reasonable efforts to ensure the form of the report
complies with any prudent industry practices related to carbon dioxide and methane reporting that are followed by the operators of similar
LNG liquefaction terminals in the U.S. Gulf Coast. Seller shall cause such report to comply with any Applicable Laws applicable to Seller
and its sale of LNG hereunder.


 






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		13.	Measurements and Tests



 


		13.1	LNG Measurement and Tests



 


LNG delivered to Buyer, and Gas used
as fuel by the LNG Tanker, pursuant to this Agreement shall be measured and tested in accordance with Exhibit A.


 


		13.2	Parties to Supply Devices



 


		13.2.1	Buyer shall supply, operate and
                                            maintain, or cause to be supplied, operated and maintained, suitable gauging devices for
                                            the LNG tanks of the LNG Tanker, as well as pressure and temperature measuring devices, in
                                            accordance with Section ‎13.3 and Exhibit A, and any other measurement, gauging
                                            or testing devices which are incorporated in the structure of such LNG Tanker or customarily
                                            maintained on shipboard.



 


		13.2.2	Seller shall supply, operate and
                                            maintain, or cause to be supplied, operated and maintained, devices required for collecting
                                            samples and for determining quality and composition of the delivered LNG, in accordance with
                                            Section ‎13.3 and Exhibit A, and any other measurement, gauging or testing
                                            devices which are necessary to perform the measurement and testing required hereunder at
                                            the Loading Port.



 


		13.3	Selection of Devices



 


Each device provided for in this Section
 ‎13 shall be selected and verified in accordance with Exhibit A. Any devices that are provided for in this Section ‎13 not
previously used in an existing LNG trade shall be chosen by written agreement of the Parties and shall be such as are, at the time of
selection, accurate and reliable in their practical application. The required degree of accuracy of such devices shall be agreed in writing
by Buyer and Seller in advance of their use, and such degree of accuracy shall be verified by an independent surveyor agreed in writing
by the Parties.


 


		13.4	Tank Gauge Tables of LNG Tanker



 


Buyer shall furnish to Seller, or cause
Seller to be furnished, a certified copy of tank gauge tables as described in Exhibit A for each LNG tank of the LNG Tanker and of tank
gauge tables revised as a result of any recalibration of an LNG tank of an LNG Tanker.


 






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		13.5	Gauging and Measuring LNG Volumes Loaded



 


Volumes of LNG delivered under this Agreement
will be determined by gauging the LNG in the LNG tanks of the LNG Tanker immediately before and after loading and taking into account
Gas returned to the Driftwood LNG Terminal and Gas burned by the LNG Tanker during loading, all in accordance with the terms of Exhibit
A.


 


		13.6	Samples for Quality Analysis



 


Representative samples of the delivered
LNG shall be obtained by Seller as provided in Exhibit A.


 


		13.7	Quality Analysis



 


The samples referred to in Section ‎13.6
shall be analyzed in accordance with the terms of Exhibit A, in order to determine the molar fractions of the hydrocarbons and components
in the sample.


 


		13.8	Operating Procedures



 


		13.8.1	Prior to carrying out measurements,
                                            gauging and analyses hereunder, the Party responsible for such operations shall notify the
                                            designated representative(s) of the other Party, allowing such representative(s) a reasonable
                                            opportunity to be present for all operations and computations; provided, however,
                                            that the absence of such representative(s) after notification and reasonable opportunity
                                            to attend shall not affect the validity of any operation or computation thereupon performed.



 


		13.8.2	At the request of either Party,
                                            any measurements, gauging and/or analyses provided for in Sections ‎13.5, ‎13.6,
                                            ‎13.7 and ‎13.10.1 shall be witnessed and verified by an independent
                                            surveyor agreed in writing by the Parties. The results of verifications and records of measurement
                                            shall be maintained in accordance with the terms of Exhibit A.



 


		13.9	MMBtu Quantity Delivered



 


The number of MMBtus sold and delivered
shall be calculated at the Delivery Point by Seller and witnessed and verified by an independent surveyor agreed in writing by the Parties
following the procedures set forth in Exhibit A.


 


		13.10	Verification of Accuracy and Correction
                                            for Error



 


		13.10.1	Each Party shall test and verify
                                            the accuracy of its devices at intervals to be agreed between the Parties. In the case of
                                            gauging devices of the LNG Tanker, such tests and verifications shall take place during each
                                            scheduled dry-docking, provided that the interval between such dry dockings shall not exceed
                                            five (5) years. Indications from any redundant determining devices should be reported to
                                            the Parties for verification purposes. Each Party shall have the right to inspect and if
                                            a Party reasonably questions the accuracy of any device, to require the testing or verification
                                            of the accuracy of such device in accordance with the terms of Exhibit A.



 


		13.10.2  Permissible	tolerances
                                            of the measurement, gauging and testing devices shall be as described in Exhibit A.



 






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		13.11	Costs
                                            and Expenses



 


		13.11.1	Except
                                            as provided in this Section ‎13.11, all costs and expenses for testing and verifying
                                            measurement, gauging or testing devices shall be borne by the Party whose devices are being
                                            tested and verified; provided, however, that representatives of the Parties attending
                                            such tests and verifications shall do so at the cost and risk of the Party they represent.



 


		13.11.2	In
                                            the event that a Party inspects or requests the testing/verification of any of the other
                                            Party’s devices on an exceptional basis in each case as provided in Section ‎13.10.1,
                                            the Party requesting the testing/verification shall bear all costs thereof; provided,
                                            however, that in the event that such testing or verification discloses that the other
                                            Party’s devices fail to comply with the requirements of this Agreement, all costs and
                                            expenses for such testing and verification of the devices that failed to comply shall be
                                            borne by the Party whose devices were tested.



 


		13.11.3	The
                                            costs of the independent surveyor:



 


		(a)	requested
                                            by a Party in accordance with Section ‎13.8.2 or paragraph 3(a) of Exhibit
                                            A shall be borne by the requesting Party; and



 


		(b)	referred
                                            to in Section ‎13.9 shall be borne equally by Buyer and Seller.



 


	14.	Force Majeure and Upstream FM



 


		14.1	Force
                                            Majeure



 


Neither Party shall be liable to the
other Party for any delay or failure in performance under this Agreement if and to the extent such delay or failure is a result of Force
Majeure. To the extent that the Party so affected fails to use commercially reasonable efforts to overcome or mitigate the effects of
such events of Force Majeure, it shall not be excused for any delay or failure in performance that would have been avoided by using such
commercially reasonable efforts. Subject to the provisions of this Section ‎14, the term “Force Majeure” shall
mean any act, event or circumstance, whether of the kind described herein or otherwise, that is not reasonably within the control of,
does not result from the fault or negligence of, and would not have been avoided or overcome by the exercise of reasonable diligence
by, the Party claiming Force Majeure or an Affiliate of the Party claiming Force Majeure, such Party and, as applicable, its Affiliate
having observed a standard of conduct that is consistent with a Reasonable and Prudent Operator, and that prevents or delays in whole
or in part such Party’s performance of one or more of its obligations under this Agreement.


 






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		14.1.1	Force
                                            Majeure may include circumstances of the following kind, provided that such circumstances
                                            satisfy the definition of Force Majeure set forth above:



 


		(a)	acts
                                            of God, a Governmental Authority, or a public enemy;



 


		(b)	subject
                                            to Section ‎14.7, strikes, lockout, or other industrial action;



 


		(c)	wars,
                                            blockades or civil disturbances of any kind; epidemics, actual or reasonably forecasted adverse
                                            weather or sea conditions, fires, explosions, arrests and restraints of governments or people,
                                            acts of terrorism, acts of piracy and serious threat of piracy;



 


		(d)	the
                                            breakdown or failure of, freezing of, breakage or accident to, or the necessity for making
                                            repairs or alterations to any facilities or equipment;



 


		(e)	in
                                            respect of Seller, loss of, accidental damage to, or inaccessibility to or inoperability
                                            of (i) the Driftwood LNG Terminal, Driftwood Pipeline or any Connecting Pipeline or (ii)
                                            the liquefaction and loading facilities at any alternate source pursuant to Section ‎3.1.2,
                                            and subject to Section ‎14.2.4;



 


		(f)	in
                                            respect of Buyer, (i) loss of an LNG Tanker, (ii) serious accidental damage thereto requiring
                                            removal of the LNG Tanker from service, or (iii) mechanical breakdown or inoperability of
                                            such LNG Tanker, including the unavailability of tug services, subject to Section ‎14.2.3;
                                            and



 


		(g)	the
                                            withdrawal, denial, or expiration of, or failure to obtain, any Approval.



 


		14.1.2	Nothing
                                            in this Section ‎14.1 shall be construed to require a Party to observe a higher
                                            standard of conduct than that required of a Reasonable and Prudent Operator as a condition
                                            to claiming the existence of Force Majeure.



 


		14.2	Limitations
                                            on Force Majeure



 


		14.2.1	Indemnity
                                            and Payment Obligations. Notwithstanding Section ‎14.1, no Force Majeure
                                            shall relieve, suspend, or otherwise excuse either Party from performing any obligation to
                                            indemnify, reimburse, hold harmless or otherwise pay the other Party under this Agreement.



 






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		14.2.2	Events
                                            Not Force Majeure. Without prejudice to Seller’s rights hereunder in respect of
                                            events of Upstream FM, the following events shall not constitute Force Majeure:



 


		(a)	a
                                            Party’s inability to finance its obligations under this Agreement or the unavailability
                                            of funds to pay amounts when due in the currency of payment;



 


		(b)	the
                                            unavailability of, or any event affecting, any facilities at or associated with any loading
                                            port or unloading port (or downstream of an unloading port) other than the Driftwood LNG
                                            Terminal or any alternate source agreed by the Parties pursuant to Section ‎3.1.2;



 


		(c)	the
                                            ability of Seller or Buyer or their respective Affiliates to obtain better economic terms
                                            for LNG or Gas from an alternative supplier or buyer, as applicable;



 


		(d)	changes
                                            in either Party’s market factors, default of payment obligations or other commercial,
                                            financial or economic conditions, including failure or loss of any of Buyer’s or Seller’s
                                            or their respective Affiliates’ Gas, LNG or electric power markets;



 


		(e)	breakdown
                                            or failure of plant or equipment caused by normal wear and tear or by a failure to properly
                                            maintain such plant or equipment;



 


		(f)	the
                                            non-availability or lack of economically obtainable Gas reserves;



 


		(g)	in
                                            the case of Seller, any event arising from an action or omission of (i) any Affiliate of
                                            Seller, (ii) the contractor or sub-contractor or agent of Seller or Affiliate of Seller,
                                            or (iii) the operator of the Driftwood LNG Terminal, in each case to the extent that, had
                                            Seller taken such action or experienced such event, such event would not constitute Force
                                            Majeure pursuant to the provisions of this Section ‎14; and



 


		(h)	in
                                            the case of Buyer, any event arising from an action or omission of (i) any Affiliate of Buyer,
                                            (ii) any customer of Buyer scheduled to take delivery of LNG from Buyer at the Driftwood
                                            LNG Terminal, (iii) the contractor or sub-contractor or agent of Buyer or Affiliate of Buyer,
                                            (iv) the operator of any part of any Discharge Terminal or (v) any Transporter, in each case
                                            to the extent that, had Buyer taken such action or experienced such event, such event would
                                            not constitute Force Majeure pursuant to the provisions of this Section ‎14.



 






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		14.2.3	LNG
                                            Tankers.



 


		(a)	Force
                                            Majeure relief in respect of Buyer for an event described in Section ‎14.1.1(f)
                                            affecting a specific LNG Tanker shall only be available with respect to cargoes that are
                                            scheduled to be transported on such LNG Tanker in the applicable Ninety Day Schedule or ADP
                                            for such Contract Year, or (to the extent that the ADP for the following Contract Year has
                                            been issued by Seller) in the ADP for the following Contract Year.



 


		(b)	With
                                            respect to any particular cargo, Buyer shall not be entitled to claim Force Majeure relief
                                            for an event affecting the LNG Tanker nominated for such cargo if such LNG Tanker was affected
                                            by, or should reasonably have been expected by Buyer or its customer utilizing such LNG Tanker
                                            (in each case acting as a Reasonable and Prudent Operator) to be affected by, such Force
                                            Majeure event at the time it was nominated by Buyer pursuant to Section ‎8.1.2
                                            or Section ‎8.3, as applicable, for the relevant cargo.



 


		14.2.4	Alternative
                                            Sources. Force Majeure relief in respect of Seller for an event described in Section
                                            ‎14.1.1(e) affecting an alternate LNG source or facilities that are agreed between
                                            the Parties pursuant to Section ‎3.1.2 shall (a) only be available with respect
                                            to the cargo that is scheduled to be loaded at the Loading Port of such facility in the ADP
                                            or applicable Ninety Day Schedule for such Contract Year or, to the extent that the ADP for
                                            the following Contract Year has been issued, in the ADP for such following Contract Year
                                            and (b) not be available for an event affecting such alternate LNG source or facility thereat
                                            if such alternate LNG source or facility thereat was affected by such Force Majeure at the
                                            time it was nominated by Seller pursuant to Section ‎3.1.2 for the applicable
                                            cargo.



 


		14.3	Upstream
                                            FM



 


		14.3.1	The
                                            Parties recognize that Seller’s obligation to make available LNG to Buyer is dependent
                                            upon one or more of Seller’s Affiliates owning or contracting for the Upstream Assets.
                                            Subject to Sections ‎14.3.2 and ‎14.3.4, and irrespective of Seller’s
                                            ability to otherwise perform under this Agreement, Seller shall have no obligation to make
                                            available any cargo with a Delivery Window scheduled in the ADP or Ninety Day Schedule, as
                                            applicable, to occur during Upstream FM claimed by Seller (each such cargo, an “Upstream
                                            FM Cargo”). The operator of the affected Upstream Assets shall not have any obligation
                                            to purchase any Gas in order to overcome or mitigate the effects of an event of Upstream
                                            FM. Seller and its Affiliates shall not have any obligation to purchase or take delivery
                                            of Gas or LNG to make available Upstream FM Cargoes, other than Gas to produce Upstream FM
                                            Cargoes that Buyer has elected to take on a Henry Hub basis pursuant to Section ‎14.3.4,
                                            in order to overcome or mitigate the effects of an event of Upstream FM. The term “Upstream
                                            FM” shall mean any act, event or circumstance that is not reasonably within the
                                            control of and does not result from the fault or negligence of Seller, its Affiliates or
                                            the operator of the affected Upstream Assets, that would not have been avoided or overcome
                                            by a Reasonable and Prudent Operator operating the affected Upstream Assets, and that, for
                                            at least seven (7) consecutive Days, results in the total daily quantity of Gas deliveries
                                            from the Upstream Assets prior to or at Liquid Trading Points being reduced from a quantity
                                            that was sufficient to meet or exceed the Threshold Quantity; where “Threshold Quantity”
                                            means a quantity equal to (a) the total daily quantity of feed Gas required at the Gas metering
                                            station of the Driftwood LNG Terminal to produce LNG for the Foundation Customers, multiplied
                                            by (b) one hundred five percent (105%). The non-availability or lack of economically
                                            obtainable Gas Reserves shall not constitute Upstream FM.



 






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		14.3.2	Seller
                                            shall promptly provide notice to Buyer of any Upstream FM claimed by Seller. In its notice,
                                            Seller shall specify each Upstream FM Cargo claimed at that time by Seller. From time to
                                            time thereafter, Seller may provide additional notices to specify any additional Upstream
                                            FM Cargoes claimed by Seller at the time of such notices. Seller’s notices specifying
                                            Upstream FM Cargoes claimed by Seller shall only include cargoes with Delivery Windows that
                                            commence no earlier than one hundred and twenty (120) hours after the time Seller provides
                                            such notice. Seller shall promptly provide notice to Buyer at the time Seller ends its claim
                                            of Upstream FM.



 


		14.3.3	If,
                                            in connection with any Upstream FM claimed by Seller, Seller or its Affiliates have received
                                            any force majeure notices from operators of the Upstream Assets, Seller shall promptly provide
                                            a copy of each such force majeure notice to Buyer.



 


		14.3.4	Notwithstanding
                                            Section ‎14.3.1, Buyer shall have the right to elect to take, on a Henry Hub
                                            basis, one or more Upstream FM Cargoes if Buyer provides notice of such election to Seller
                                            by the later of (i) forty-eight (48) hours of Seller providing notice pursuant to Section
                                            ‎14.3.2 claiming such LNG cargo(es) as Upstream FM Cargo(es) and (ii) five (5)
                                            Days prior to the applicable Delivery Window. If Buyer makes such election by such deadline,
                                            then (a) Seller shall not be excused, due to Upstream FM, from making available each such
                                            Upstream FM Cargo that Buyer has elected to take on a Henry Hub basis, (b) Buyer shall take
                                            and pay for each such Upstream FM Cargo and (c) the CSP (expressed in USD per MMBtu rounded
                                            to two decimal places) for each such Upstream FM Cargo for all purposes of this Agreement,
                                            including Sections ‎5.6 and ‎5.7 if applicable, shall be as follows:



 


CSP = ([***] x HH)
+ US$[***]/MMBtu


 


where:


 


“HH” means the final
settlement price (in USD per MMBtu) for the New York Mercantile Exchange’s Henry Hub natural gas futures contract for the Month
in which the Delivery Window of the relevant Upstream FM Cargo is scheduled to begin in accordance with the ADP or Ninety Day Schedule,
as applicable.


 






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Buyer’s election pursuant to
this Section ‎14.3.4 in respect of a given Upstream FM Cargo shall be irrevocable. If Buyer fails to notify Seller of Buyer’s
election by the deadline specified in this Section ‎14.3.4 in respect of a given Upstream FM Cargo, then Buyer shall be
deemed to have elected not to take the Upstream FM Cargo on a Henry Hub basis and shall not be entitled to take the Upstream FM Cargo.
If Buyer elects not to take, or is deemed to have elected not to take, any Upstream FM Cargo on a Henry Hub basis, Seller shall be free
to dispose of the Upstream FM Cargo at its sole discretion, without compensation to Buyer.


 


		14.3.5	During
                                            the occurrence of Upstream FM claimed by Seller, Seller shall cause its Affiliates that own
                                            or contract for Upstream Assets to use commercially reasonable efforts to overcome or mitigate
                                            the effects of the Upstream FM.



 


		14.3.6	Seller
                                            shall comply with the Foundation Customer Priority in allocating any LNG that is made available
                                            at the Driftwood LNG Terminal during the occurrence of Upstream FM claimed by Seller, commencing
                                            one hundred and twenty (120) hours after Seller provides notice to Buyer claiming such Upstream
                                            FM.



 


		14.3.7	Where
                                            Seller has claimed Upstream FM in accordance with Section 14.3.2, and Seller (i) elects to
                                            purchase or take delivery of Gas or LNG to make available (other than as a result of Buyer’s
                                            election in Section 14.3.4), or (ii) cures in whole or in part the effects of such Upstream
                                            FM in respect of, at least one Upstream FM Cargo, Seller shall no longer be entitled to rely
                                            on such claim of Upstream FM, nor the event or circumstance which gave rise to such claim
                                            of Upstream FM for any subsequent cargo.



 


		14.4	Notification



 


A Force Majeure event shall take effect
at the moment such an event or circumstance occurs. Upon the occurrence of a Force Majeure event that prevents, interferes with or delays
the performance by Seller or Buyer, in whole or in part, of any of its obligations under this Agreement, and the occurrence of Upstream
FM (to the extent the substance of the following notice is not already included in any notice provided under Section 14.3), the Party
affected shall promptly give notice thereof to the other Party describing such event and stating the obligations the performance of which
are affected (either in the original or in supplemental notices) and stating, as applicable:


 






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		14.4.1	the
                                            estimated period during which performance may be prevented, interfered with or delayed, including,
                                            to the extent known or ascertainable, the estimated extent of such reduction in performance;



 


		14.4.2	the
                                            particulars of the program to be implemented to resume normal performance under this Agreement;



 


		14.4.3	the
                                            anticipated quantity of LNG scheduled in the ADP for a Contract Year that will not be made
                                            available or taken, as the case may be, by reason of Force Majeure or Upstream FM, as applicable;
                                            and



 


		14.4.4	in
                                            the case of Upstream FM, such supporting information as may be required by Buyer (acting
                                            reasonably) to demonstrate the occurrence of an Upstream FM in accordance with Section ‎14.3.1.



 


Such notices shall thereafter be updated
at least monthly during the period of such claimed Force Majeure or Upstream FM specifying the actions being taken to remedy the circumstances
causing such Force Majeure. For clarity, neither Party shall be obligated to claim Force Majeure or Upstream FM (as applicable) in respect
of any particular event or circumstance, and neither Party shall be restricted from ending its claim of Force Majeure or Upstream FM
(as applicable) regardless of any particular event or circumstance.


 


		14.5	Measures



 


Prior to resumption of normal performance,
the Parties shall continue to perform their obligations under this Agreement to the extent not excused by such event of Force Majeure
or event of Upstream FM.


 


		14.6	No
                                            Extension of Term



 


The Term shall not be extended as a result
of or by the duration of an event of Force Majeure or event of Upstream FM.


 


		14.7	Settlement
                                            of Industrial Disturbances



 


Settlement of strikes, lockouts, or other
industrial disturbances shall be entirely within the discretion of the Party experiencing such situations, and nothing in this Agreement
shall require such Party to settle industrial disputes by yielding to demands made on it when it considers such action inadvisable.


 






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		14.8	Foundation
                                            Customer Priority



 


Notwithstanding any other provision in
this Section ‎14, during any event of Force Majeure or Upstream FM affecting Seller, Seller shall apportion the remaining LNG available
for loading at the Driftwood LNG Terminal according to the Foundation Customer Priority. “Foundation Customer Priority”
means that Buyer and other Foundation Customers will receive priority for receiving the remaining LNG available for loading at the Driftwood
LNG Terminal in the following manner: all such LNG will be allocated, to the extent practicable, to Buyer based upon the proportionate
share of Buyer’s AACQ to the sum of all Foundation Customers’ adjusted annual contract quantities (including Buyer’s
AACQ), and to each other Foundation Customer based upon the proportionate share of such Foundation Customer’s adjusted annual contract
quantity to the sum of all Foundation Customers’ adjusted annual contract quantities (including Buyer’s AACQ), in each case,
without regard to whether the underlying event affects Plant 1, Plant 2 or any other Plant.


 


	15.	Liabilities and Indemnification



 


		15.1	General



 


Subject to Section ‎15.2, and without
prejudice to any indemnity provided under this Agreement, Seller shall be liable to Buyer, and Buyer shall be liable to Seller, for any
loss which has been suffered as a result of the breach by the Party liable of any one or more of its obligations under this Agreement,
to the extent that the Party liable should reasonably have foreseen the loss.


 


		15.2	Limitations
                                            on Liability



 


		15.2.1	Incidental
                                            and Consequential Losses. Neither Party shall be liable to the other Party hereunder
                                            as a result of any act or omission in the course of or in connection with the performance
                                            of this Agreement, for or in respect of:



 


		(a)	any
                                            indirect, incidental, consequential or exemplary losses;



 


		(b)	any
                                            loss of income or profits, lost or increased production costs, shutdown or loss of production,
                                            loss of use, loss of contract or loss of goodwill or business interruption;



 


		(c)	except
                                            as expressly provided in this Agreement, any failure of performance or delay in performance
                                            to the extent relieved by the application of Force Majeure or Upstream FM in accordance with
                                            Section ‎14; or



 


		(d)	except
                                            as expressly provided in this Agreement, any losses arising from any claim, demand or action
                                            made or brought against the other Party by a Third Party.



 


		15.2.2	Exclusive
                                            Remedies. A Party’s sole liability, and the other Party’s exclusive remedy,
                                            arising under or in connection with Sections ‎5.6, ‎5.7, ‎7.12.3,
                                            ‎7.12.4, ‎7.13.2(c) and ‎12.3 and this Section ‎15
                                            shall be as set forth in each such provision, respectively.



 






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		15.2.3	Liquidated
                                            Damages. The Parties agree that it would be impracticable to determine accurately the
                                            extent of the loss, damage and expenditure that either Party would have in the circumstances
                                            described in Sections ‎5.6, ‎5.7, ‎7.12.3 and ‎7.12.4.
                                            Accordingly, the Parties have estimated and agreed in advance that the sole liability, and
                                            exclusive remedy for such circumstances shall be as provided in those Sections, and neither
                                            Party shall have additional liability as a result of any such circumstances. Each amount
                                            described in or determined by the provisions of Sections ‎5.6, ‎5.7,
                                            ‎7.12.3 and ‎7.12.4 is intended to represent a genuine pre-estimate
                                            by the Parties as to the loss or damage likely to be suffered by the Party receiving the
                                            payment or benefit in each such circumstance. Each Party waives any right to claim or assert,
                                            in any arbitration or expert determination pursuant to Section ‎20 in any action
                                            with respect to this Agreement, that any of the exclusive remedies set forth in Sections
                                            ‎5.6, ‎5.7, ‎7.12.3 and ‎7.12.4 do not
                                            represent a genuine pre-estimate by the Parties as to the loss or damage likely to be suffered
                                            by the Party receiving the payment or benefit in each such circumstance or otherwise are
                                            not valid and enforceable damages.



 


		15.2.4	Express
                                            Remedies. The Parties agree that Section ‎15.2.1 shall not impair a Party’s
                                            obligation to pay the amounts specified in, or the validity of or limitations imposed by,
                                            Sections ‎5.6, ‎5.7, ‎7.12.3, ‎7.12.4,
                                            ‎7.13.2(c) and ‎12.3. Neither Party shall have a right to make
                                            a claim for actual damages (whether direct or indirect) or other non-specified damages under
                                            any circumstances for which an express remedy or measure of damages is provided in this Agreement.



 


		15.2.5	Remedies
                                            in Contract. Except with respect to claims for injunctive relief under Sections ‎18
                                            and ‎20.1.11, a Party’s sole remedy against the other Party for nonperformance
                                            or breach of this Agreement or for any other claim of whatsoever nature arising out of or
                                            in relation to this Agreement shall be in contract and no Party shall be liable to another
                                            Party (or its Affiliates and contractors and their respective members, directors, officers,
                                            employees and agents) in respect of any damages or losses suffered or claims which arise
                                            out of, under or in any alleged breach of statutory duty or tortious act or omission or otherwise.



 


		15.2.6	Seller
                                            Liability Cap.



 


		(a)	Notwithstanding
                                            any provision herein to the contrary, the maximum Seller Aggregate Liability as of any given
                                            date in respect of any occurrence or series of occurrences shall not exceed the Seller Liability
                                            Cap.



 


		(b)	“Seller
                                            Aggregate Liability” shall mean, as of any date of determination, any and all liability
                                            of Seller to Buyer under this Agreement, excluding (i) any Seller liabilities under this
                                            Agreement for which Seller has already made payment to Buyer as of such date, (ii) any liability
                                            caused by the gross negligence or willful misconduct of Seller or any Affiliate of Seller,
                                            and (iii) any liability of Seller pursuant to Section ‎25.



 


		(c)	The
                                            “Seller Liability Cap”, as of any given time of determination, shall be
                                            an amount (in USD) equal to USD [***] (US$[***]).



 






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		15.2.7	Buyer
                                            Liability Cap.



 


		(a)	Notwithstanding
                                            any provision herein to the contrary, the maximum Buyer Aggregate Liability as of any given
                                            date in respect of any occurrence or series of occurrences shall not exceed the Buyer Liability
                                            Cap.



 


		(b)	“Buyer
                                            Aggregate Liability” shall mean, as of any date of determination, any and all liability
                                            of Buyer to Seller under this Agreement, excluding (i) any Buyer liabilities under this Agreement
                                            for which Buyer has already made payment to Seller as of such date, (ii) any liability caused
                                            by the gross negligence or willful misconduct of Buyer or any Affiliate of Buyer, and (iii)
                                            any liability of Buyer pursuant to Section ‎25.



 


		(c)	The
                                            “Buyer Liability Cap”, as of any given time of determination, shall be
                                            an amount (in USD) equal to USD [***] (US$ [***]).



 


		15.2.8	EXCEPT
                                            FOR WARRANTIES OF (I) TITLE AND (II) NO LIENS OR ENCUMBRANCES, AND SUBJECT TO THE PROVISIONS
                                            OF THIS AGREEMENT CONCERNING THE QUALITY OF LNG TO BE DELIVERED UNDER THIS AGREEMENT, SELLER
                                            EXPRESSLY NEGATES ANY WARRANTY WITH RESPECT TO LNG DELIVERED UNDER THIS AGREEMENT, WRITTEN
                                            OR ORAL, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY WITH RESPECT TO CONFORMITY TO SAMPLES,
                                            MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.



 


		15.3	Buyer’s
                                            Credit; Credit Support



 


		15.3.1	Buyer
                                            shall at all times maintain an Acceptable Credit Rating or provide or cause to be provided
                                            a Guaranty.



 


		15.3.2	In
                                            the event that the Buyer is unable to comply with the requirements of Section ‎15.3.1,
                                            or a guarantor that has provided a guaranty hereunder no longer has an Acceptable Credit
                                            Rating or is otherwise no longer an Acceptable Guarantor, Buyer shall provide or cause to
                                            be provided either:



 


		(a)	a replacement Guaranty;
                                            or



 


		(b)	alternative
                                            credit support that complies with Section 15.3.3.



 


Any Guaranty or alternative credit
support required to be delivered to Seller pursuant to this Section ‎15.3.2 shall be delivered within thirty (30)
Days of such requirement arising. Any alternative credit support required to be delivered to Seller pursuant to this Section ‎15.3.2
shall be delivered by the applicable deadlines specified in Section 15.3.3.


 






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		15.3.3	If
                                            Buyer is unable to provide a Guaranty or replacement Guaranty as contemplated by Section
                                            ‎15.3.1 or ‎15.3.2(a), then the following shall apply:



 


		(a)	Gunvor
                                            Group Limited shall provide a Gunvor Group Limited Guaranty and shall be deemed an Acceptable
                                            Guarantor at all times while it has a Tangible Net Worth equal to or greater than USD [***]
                                            (US$[***]); and



 


		(b)	if
                                            at any time the Tangible Net Worth of Gunvor Group Limited falls below USD [***] (US$[***]),
                                            Buyer shall immediately notify Seller of such occurrence and, within one hundred twenty (120)
                                            Days after Gunvor Group Limited fails to meet such Tangible Net Worth test, Buyer shall provide
                                            or cause to be provided a replacement Guaranty. Buyer shall provide Gunvor Group Limited’s
                                            annual audited accounts promptly upon Seller’s requests within twenty (20) Business
                                            Days after such document becomes available to Gunvor Group Limited.



 


The Gunvor Group Limited Guaranty shall
be provided within ninety (90) days of the Effective Date. No later than thirty (30) Days prior to the first Delivery Window scheduled
under this Agreement, Buyer shall provide an Acceptable Letter of Credit in the amount of USD [***] ($[***]). Buyer shall ensure that
the Acceptable Letter of Credit provided hereunder (1) has an effective term of no less than three hundred sixty-four (364) Days, (2)
is renewed no less than thirty (30) Days prior to its stated expiration date, and (3) at all times remains in place for the full face
amount. With respect to any Acceptable Letter of Credit provided by Buyer hereunder, if at any time the issuing institution no longer
satisfies the definition of Financial Institution, Buyer shall provide a replacement Acceptable Letter of Credit. Any such replacement
Acceptable Letter of Credit shall be provided by Buyer within ten (10) Business Days of such requirement arising.


 


		15.3.4	If
                                            Buyer, Buyer’s Guarantor, or any other guarantor that has provided a guaranty hereunder
                                            on behalf of Buyer, merges or consolidates, sells, assigns, transfers, conveys or otherwise
                                            disposes of, whether such disposition is voluntary, involuntary or by merger, consolidation,
                                            dissolution, operation of Applicable Law or any other manner, all or substantially all of
                                            its assets, or novates or assigns this Agreement or the Guaranty or guaranty, as applicable,
                                            then the surviving entity, asset purchaser or assignee, as the case may be, shall assume
                                            in writing or by operation of law the obligations of Buyer or Buyer’s Guarantor or
                                            guarantor, as applicable. In the event the foregoing conditions are not satisfied, Buyer
                                            shall provide or cause to be provided a replacement Guaranty. Any Guaranty required to be
                                            delivered to Seller pursuant to this Section ‎15.3.4 shall be delivered
                                            within thirty (30) Days of such requirement arising.



 






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		15.4	Third
                                            Party Liability



 


With respect to Third Party liabilities:


 


		(a)	If
                                            any Third Party shall notify either Party (the “Indemnified Party”) with
                                            respect to any matter (a “Third Party Claim”) that may give rise to a
                                            claim for indemnification against the other Party (the “Indemnifying Party”)
                                            under this Section ‎15 or elsewhere in this Agreement, then the Indemnified
                                            Party shall promptly notify the Indemnifying Party thereof in writing; provided, however,
                                            that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall
                                            relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the
                                            extent) the Indemnifying Party thereby is materially prejudiced.



 


		(b)	The
                                            Indemnifying Party will have the right to defend against the Third Party Claim with counsel
                                            of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying
                                            Party notifies the Indemnified Party in writing within thirty (30) Days after the Indemnified
                                            Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify
                                            the Indemnified Party from and against any damages the Indemnified Party may suffer resulting
                                            from, arising out of, relating to, in the nature of, or caused by the Third Party Claim;
                                            (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable
                                            to the Indemnified Party that the Indemnifying Party will have the financial resources to
                                            defend against the Third Party Claim and fulfill its indemnification obligations hereunder;
                                            (iii) the Third Party Claim involves only money damages and does not seek an injunction or
                                            other equitable relief; (iv) settlement of, or an adverse judgment with respect to, the Third
                                            Party Claim is not in the good faith judgment of the Indemnified Party, likely to establish
                                            a precedential custom or practice materially adverse to the continuing business interests
                                            of the Indemnified Party; and (v) the Indemnifying Party conducts the defense of the Third
                                            Party Claim actively and diligently.



 






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		(c)	So
                                            long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance
                                            with Section ‎15.4(b): (i) the Indemnified Party may retain separate
                                            co-counsel at its sole cost and expense and participate in the defense of the Third Party
                                            Claim; (ii) the Indemnified Party will not consent to the entry of any judgment or enter
                                            into any settlement with respect to the Third Party Claim without the prior written consent
                                            of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed);
                                            and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into
                                            any settlement with respect to the Third Party Claim without the prior written consent of
                                            the Indemnified Party (which consent shall not be unreasonably withheld or delayed).



 


		(d)	In
                                            the event any of the conditions in Section ‎15.4(b) is or becomes unsatisfied,
                                            or a conflict arises, with regard to the Third Party Claim, between the Indemnified Party
                                            and the Indemnifying Party in respect of such Third Party Claim the Indemnified Party may
                                            defend against the Third Party Claim in any manner it reasonably may deem appropriate.



 


		(e)	If
                                            either Party gives notice to the other Party of a Third Party Claim pursuant to the provisions
                                            of Section ‎15.4(a) and the notified Party does not give notice that
                                            it will indemnify the notifying Party in the manner set out in Section ‎15.4(b),
                                            the notifying Party shall nevertheless send copies of all pleadings and other documents filed
                                            in any such Third Party lawsuit to the notified Party and such notified Party may have the
                                            right to participate in the defense of the Third Party Claim in any manner permitted by Applicable
                                            Law.



 


		15.5	Seller’s
                                            Insurance



 


		15.5.1	Seller
                                            shall obtain and maintain or cause to be obtained and maintained:



 


		(a)	insurance
                                            for the Driftwood LNG Terminal to the extent required by Applicable Law, and



 


		(b)	additional
                                            insurance, as is reasonably necessary and available on reasonable commercial terms, against
                                            such other risks and at such levels as a Reasonable and Prudent Operator of a liquefaction
                                            terminal would obtain.



 


		15.5.2	Seller
                                            shall obtain or cause to be obtained the insurance required by Section ‎15.5.1
                                            from a reputable insurer (or insurers) reasonably believed to have adequate financial reserves.
                                            Seller shall exercise its best efforts, or shall cause the applicable insured Person to use
                                            its best efforts, to collect any amount due under such insurance policies.



 






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		15.6	Buyer’s
                                            Insurance



 


Buyer shall ensure that insurances are
procured and maintained for each LNG Tanker in accordance with the following provisions. In all cases, such insurance shall establish
insurance coverages consistent with insurances to the standards which a ship owner operating reputable LNG vessels, as a Reasonable and
Prudent Operator, should observe in insuring LNG vessels of similar type, size, age and trade as such LNG Tanker. In this regard:


 


		(a)	Hull
                                            and Machinery Insurance shall be placed and maintained with reputable marine underwriters;
                                            and



 


		(b)	Protection
                                            & Indemnity Insurance (“P&I Insurance”) shall be placed and maintained
                                            with full P&I indemnity cover in the ordinary course from a P&I Club, and such LNG
                                            Tanker shall be entered for insurance with a P&I Club, including pollution liability
                                            standard for LNG vessel and Certificate of Financial Responsibility.



 


	16.	Safety



 


		16.1	General



 


The Parties recognize the importance
of securing and maintaining safety in all matters contemplated in this Agreement, including the construction and operation of their respective
facilities and the LNG Tankers and transportation of LNG. It is their respective intentions to secure and maintain high standards of
safety in accordance with International Standards and the generally accepted standards prevailing in the LNG and LNG transportation industries
from time to time.


 


		16.2	Third
                                            Parties



 


Both Parties shall use reasonable efforts
to ensure that their respective employees, agents, operators, Transporter, contractors and suppliers shall have due regard to safety
and abide by the relevant regulations while they are performing work and services in connection with the performance of this Agreement,
including such work and services performed within and around the area of the Driftwood LNG Terminal and on board the LNG Tankers.


 


		16.3	HSEC



 


The Parties under this Agreement shall
use reasonable efforts to:


 


		(a)	comply
                                            with applicable HSEC Laws;



 


		(b)	obtain
                                            and ensure compliance with the terms and conditions of all required HSEC Permits; and



 


		(c)	respect
                                            the human rights of employees and contractors, including prohibition of child and enforced
                                            labor, slavery and human trafficking.



 






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	17.	Exchange of Information



 


The Parties shall maintain close communication
and mutually provide and shall use reasonable efforts to exchange available information directly relevant to the fulfillment of the terms
and conditions of this Agreement.


 


	18.	Confidentiality



 


		18.1	Duty
                                            of Confidentiality



 


The (i) terms of this Agreement; (ii)
any Personal Information and (iii) any information disclosed by either Party to the other Party in connection with this Agreement which
is not:


 


		(a)	already
                                            known to the recipient from sources other than the other Party;



 


		(b)	already
                                            in the public domain (other than as a result of a breach of the terms of this Section ‎18.1);
                                            or



 


		(c)	independently
                                            developed by the recipient;



 


shall be “Confidential Information”
and shall, unless otherwise agreed in writing by the disclosing Party, be kept confidential and shall not be used by the receiving Party
other than for a purpose connected with this Agreement or, except as provided below, disclosed to Third Parties by the receiving Party.
The Parties recognize that persons authorized to review the Confidential Information under Section ‎18.2 may form mental impressions
(i.e., impressions not written or otherwise reduced to a record) regarding the Confidential Information. The use of these mental impressions
by such persons shall not be a violation of the restriction contained in this Section ‎18.1.


 


		18.2	Permitted
                                            Disclosures



 


		18.2.1	The
                                            Confidential Information, which either Party receives from the other, may be disclosed by
                                            such Party:



 


		(a)	to
                                            any Person who is such Party’s legal counsel, other professional consultant or adviser,
                                            Transporter, insurer, accountant or construction contractor; provided that such disclosure
                                            is solely to assist the purpose for which such Person was so engaged;



 


		(b)	to
                                            the operators of the Upstream Assets or Gas suppliers to Seller;



 


		(c)	if
                                            required and to the extent required by the rules of any recognized stock exchange or agency
                                            established in connection therewith upon which the securities of such Party or a company
                                            falling within Section ‎18.2.1(g) are quoted;



 






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		(d)	as may be required under federal or state
                                            securities or “Blue Sky” Applicable Laws;



 


		(e)	if required and to the extent required
                                            by the U.S. Department of Energy;



 


		(f)	without limiting Section ‎18.2.1(d)
                                            or ‎(e), if required and to the extent required by any Applicable Laws,
                                            or such Party becomes legally required (by oral questions, interrogatories, request for information
                                            or documents, orders issued by any Governmental Authority or any other process) to disclose
                                            such information, or to the extent necessary to enforce Section ‎20.1
                                            or ‎20.2 or any arbitration award or binding decision of an Expert (including
                                            by filing Confidential Information in proceedings before a court or other competent judicial
                                            authority) or to enforce other rights of a party to the Dispute; provided that such
                                            Party shall, to the extent practicable, give prior notice to the other Party of the requirement
                                            and the terms thereof and shall cooperate with the other Party to minimize the disclosure
                                            of the information, seek a protective order or other appropriate remedy, and if such protective
                                            order or other remedy is not obtained, then such Party will furnish only that portion of
                                            such information that it is legally required to furnish;



 


		(g)	to any of its Affiliates or shareholders
                                            (or any company involved in the provision of advice to any such Affiliate or shareholder
                                            for the purposes of this Agreement) and any employee of that Party or of a company to which
                                            disclosure is permitted pursuant to this Section ‎18.2.1(g);



 


		(h)	to any bona fide intended assignees
                                            of a Party’s interests under this Agreement;



 


		(i)	to any Third Party as reasonably necessary
                                            for the performance of a Party’s obligations under this Agreement;



 


		(j)	to any arbitrator appointed in accordance
                                            with Section ‎20.1.4, to any Expert appointed pursuant to Section ‎20.2.1,
                                            or to any other party to an arbitration or Expert proceeding arising under or in connection
                                            with this Agreement, or to any witnesses appearing in an arbitration under Section ‎‎20.1
                                            or in an Expert proceeding under Section ‎‎20.2; or



 


		(k)	to any Person reasonably required to see
                                            such Confidential Information, including the Lenders, in connection with any bona fide
                                            financing or offering or sale of securities by Seller, Driftwood, Buyer or any Affiliate
                                            or shareholder of any of the foregoing, to comply with the disclosure or other requirements
                                            of Applicable Law or of financial institutions or other participants (including rating agencies)
                                            in such financing, offering or sale.



 






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		18.2.2	The Party making the disclosure
                                            shall ensure that any Person listed in Section ‎18.2.1(a), ‎(g),
                                            ‎(h), ‎(i), ‎(j) or ‎(k) to which it
                                            makes the disclosure (excluding any legal counsel, arbitrator or Expert already bound by
                                            confidentiality obligations) undertakes to hold such Confidential Information subject to
                                            confidentiality obligations equivalent to those set out in Section ‎18.1. In
                                            the case of a disclosure to an employee made in accordance with Section ‎18.2.1(g),
                                            the undertaking shall be given by the company on its own behalf and in respect of all its
                                            employees.



 


		18.2.3	Seller may disclose to other Driftwood
                                            buyers Confidential Information related to scheduling, operations or other technical information
                                            to comply with Seller’s performance of Section ‎8, but only to the extent
                                            necessary to ensure the effective implementation thereof.



 


		18.2.4	No press release concerning the
                                            execution of this Agreement or resolution of any Disputes shall be issued unless agreed by
                                            the Parties.



 


		18.3	Confidential Information Remedy



 


The Parties acknowledge that breach of
the provisions of this Section ‎18 shall cause irreparable injury for which monetary damages are inadequate, difficult to compute,
or both. Accordingly, the Parties agree that the provisions of this Section ‎18 may be enforced by specific performance and
that the non-breaching Party shall be entitled to injunctive relief (without posting any bond or other security) in order to enforce
the provisions of this Section ‎18. Any such relief shall be in addition to, and not in lieu of, any legal or equitable damages
available to such Party.


 


		18.4	Duration of Confidentiality



 


The foregoing obligations with respect
to the Confidential Information shall remain in effect for three (3) years after this Agreement is terminated or expires.


 


		19.	Default and Termination



 


		19.1	Seller’s Right to Suspend Performance



 


		19.1.1	Seller Right to Suspend.
                                            If (A) Seller has not received payment in respect of any amounts due under any invoice(s)
                                            under this Agreement totaling in excess of USD [***] (US$[***]) within five (5) Business
                                            Days after the due date thereof, or (B) Buyer is not in compliance with Section ‎15.3,
                                            then without prejudice to any other rights and remedies of Seller arising under this Agreement
                                            or by Applicable Laws or otherwise, upon giving five (5) Business Days’ notice to Buyer:



 






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		(a)	Seller may suspend delivery of any or
                                            all subsequent cargoes until (i) the amounts outstanding under such invoice(s) and interest
                                            thereon have been paid in full, or (ii) Buyer is in compliance with Section ‎15.3,
                                            as the case may be.



 


		(b)	In the event of such suspension, Buyer
                                            shall not be relieved of any of its obligations under this Agreement, and the provisions
                                            of Sections ‎5.7.2 to ‎5.7.7 shall apply with respect
                                            to each cargo scheduled in the ADP or Ninety Day Schedule which is not delivered during the
                                            suspension.



 


		(c)	During the period that such suspension
                                            is effective, Seller shall have no obligation to make available LNG to Buyer.



 


		19.1.2	Buyer Right to Suspend.
                                            Without prejudice to its rights under the Termination Event set out in Section ‎19.2.1,
                                            if a Bankruptcy Event has occurred with respect to Seller, Buyer shall be entitled to suspend
                                            by written notice to Seller the performance of its obligations under this Agreement to take
                                            and pay for LNG, until such Bankruptcy Event is no longer occurring with respect to Seller.
                                            Buyer’s right to suspend shall not excuse Buyer from paying for LNG taken prior to
                                            the suspension.



 


		19.2	Termination Events



 


The following circumstances (each, a
 “Termination Event”) shall give rise to the right of termination by the Party so indicated:


 


		19.2.1	in respect of either Party or
                                            a guarantor that has provided a guaranty hereunder on behalf of Buyer, if a Bankruptcy Event
                                            has occurred with respect to the other Party or its guarantor;



 


		19.2.2	in respect of either Party, if
                                            the other Party fails to pay or cause to be paid any amount or amounts in the aggregate due
                                            in connection with this Agreement that are in excess of USD [***] (US$[***]), for a period
                                            of ten (10) Days or more following the due date of the relevant invoice;



 


		19.2.3	in respect of either Party, in
                                            accordance with Section ‎2.3.4 or ‎25.2.2;



 


		19.2.4	in respect of Seller, if Buyer
                                            fails to comply with Section ‎15.3;



 


		19.2.5	in respect of either Party, if
                                            the other Party fails to comply with Section ‎21;



 


		19.2.6	in respect of Seller, if (a) Buyer
                                            or any guarantor under any guaranty delivered to Seller pursuant to the terms of this Agreement
                                            fails to execute any Direct Agreement with Seller’s, Seller’s Affiliate’s,
                                            Tellurian Inc.’s or Driftwood’s Lenders within sixty (60) Days after Seller’s
                                            request thereof, provided that such Direct Agreement complies with the requirements in Section
                                            ‎21.4.2, or (b) in connection with any financing, Buyer fails to provide to
                                            the Lenders and the Lenders’ Agent any legal opinion that complies with the requirements
                                            in Section ‎21.4.1 within sixty (60) Days after Seller’s request thereof;



 






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		19.2.7	in respect of Buyer, if (a) Seller
                                            has declared Force Majeure or claimed Upstream FM one or more times and the interruptions
                                            resulting from such Force Majeure and Upstream FM total twenty-four (24) Months during any
                                            thirty-six (36) Month period, and (b) such Force Majeure and Upstream FM have resulted in
                                            Seller not making available fifty percent (50%) or more of the annualized ACQ during such
                                            periods of Force Majeure and Upstream FM, collectively (provided that LNG sold on a Henry
                                            Hub basis pursuant to Section ‎14.3.4 shall be considered made available for
                                            purposes of this Section ‎19.2.7(b));



 


		19.2.8	in respect of Seller, if (a) Buyer
                                            has declared Force Majeure one or more times and the interruptions resulting from such Force
                                            Majeure total twenty-four (24) Months during any thirty-six (36) Month period, and (b) such
                                            Force Majeure has resulted in Buyer not taking fifty percent (50%) or more of the annualized
                                            ACQ during such periods of Force Majeure;



 


		19.2.9	in respect of either Party, pursuant
                                            to the terms of Section ‎4.4.2 as applicable to such Party;



 


		19.2.10	in respect of either Party, violation
                                            of Section ‎25.1.1, ‎25.1.2 or ‎25.4(b) by the other
                                            Party;



 


		19.2.11	in respect of Buyer, if Seller
                                            fails to make available (as such obligation for any cargo is set forth in Section ‎5.6.1)
                                            and is not deemed to make available fifty percent (50%) of the cargoes scheduled in any given
                                            twelve (12) Month period; and



 


		19.2.12	in respect of Seller, if Buyer
                                            fails to take (as such obligation for any cargo is set forth in Section ‎5.7.1)
                                            fifty percent (50%) of the cargoes scheduled in any given twelve (12) Month period.



 


		19.3	Termination



 


		19.3.1	Notice of Termination.
                                            Upon the occurrence of any Termination Event, the Party which has the right under Section
                                            ‎19.2 to terminate this Agreement (“Terminating Party”) may
                                            give notice thereof to the other Party, specifying in reasonable detail the nature of such
                                            Termination Event.



 


		19.3.2	Timing. Except with respect
                                            to the Termination Events described in Section ‎19.3.3, at any time after the
                                            expiry of a period of forty-five (45) Days after the Terminating Party gave notice of a Termination
                                            Event pursuant to Section ‎19.3.1, unless the circumstances constituting the
                                            Termination Event have been fully remedied or have ceased to apply, the Terminating Party
                                            may terminate this Agreement with immediate effect by giving notice of such termination to
                                            the other Party.



 


		19.3.3	Certain Events. Upon the
                                            occurrence of a Termination Event described in Section ‎19.2.1, ‎19.2.3,
                                            ‎19.2.4, ‎19.2.5, ‎19.2.6, ‎19.2.7, ‎19.2.8,
                                            ‎19.2.9, ‎19.2.10, ‎19.2.11, or ‎19.2.12,
                                            the Terminating Party’s notice pursuant to Section ‎19.3.1 shall terminate
                                            this Agreement immediately.



 






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		19.4	Rights Accrued Prior to Termination



 


Termination of this Agreement shall be
without prejudice to:


 


		(a)	the rights and liabilities of the Parties
                                            accrued prior to or as a result of such termination; and



 


		(b)	claims for breaches of Section ‎18
                                            that occur during the three (3) year period after termination of this Agreement.



 


		19.5	Final Reconciliation



 


Within sixty (60) Days after expiration
of the Term or the earlier termination of this Agreement, Seller and Buyer shall determine the amount of any final settlement payment.
Seller shall send a statement to Buyer, or Buyer shall send a statement to Seller, as the case may be, for any final settlement payment
due. Seller or Buyer, as the case may be, shall pay such amount no later than twenty (20) Business Days after the date of receipt of
such statement.


 


		19.6	Survival



 


The following provisions shall survive
expiration or termination of this Agreement: Sections ‎1, ‎7.7.2, ‎7.7.3, ‎9, ‎10, ‎11, ‎13.8.2,
 ‎15.1, ‎15.2, ‎15.3, ‎15.4, ‎18 (to the extent provided therein), ‎19.4, ‎19.5 and ‎20
to ‎25, in addition to this Section ‎19.6.


 


		20.	Dispute Resolution and Governing Law



 


		20.1	Dispute Resolution



 


		20.1.1	Arbitration. Any Dispute
                                            (other than a Dispute submitted to an Expert under Section ‎20.2.1) shall be
                                            exclusively and definitively resolved through final and binding arbitration, it being the
                                            intention of the Parties that this is a broad form arbitration agreement designed to encompass
                                            all possible claims and disputes under this Agreement.



 


		20.1.2	Rules. The arbitration
                                            shall be conducted in accordance with the International Arbitration Rules of the American
                                            Arbitration Association (“AAA”) (as then in effect).



 






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		20.1.3	Number of Arbitrators.
                                            The arbitral tribunal shall consist of three (3) arbitrators, who shall endeavor to complete
                                            the final hearing in the arbitration within six (6) Months after the appointment of the last
                                            arbitrator.



 


		20.1.4	Method of Appointment of the
                                            Arbitrators. If there are only two (2) parties to the Dispute, then each party to the
                                            Dispute shall appoint one (1) arbitrator within thirty (30) Days of the filing of the arbitration,
                                            and the two arbitrators so appointed shall select the presiding arbitrator within thirty
                                            (30) Days after the latter of the two arbitrators has been appointed by the parties to the
                                            Dispute. If a party to the Dispute fails to appoint its party-appointed arbitrator or if
                                            the two party-appointed arbitrators cannot reach an agreement on the presiding arbitrator
                                            within the applicable time period, then the AAA shall serve as the appointing authority and
                                            shall appoint the remainder of the three arbitrators not yet appointed. If the arbitration
                                            is to be conducted by three arbitrators and there are more than two parties to the Dispute,
                                            then within thirty (30) Days of the filing of the arbitration, all claimants shall jointly
                                            appoint one arbitrator and all respondents shall jointly appoint one arbitrator, and the
                                            two arbitrators so appointed shall select the presiding arbitrator within thirty (30) Days
                                            after the latter of the two arbitrators has been appointed by the parties to the Dispute.
                                            For the purposes of appointing arbitrators under this Section ‎20, (a) Buyer,
                                            any guarantor under any guaranty required to be delivered to Seller pursuant to the terms
                                            of this Agreement and all Persons whose interest in this Agreement derives from them shall
                                            be considered as one party; and (b) Seller and all Persons whose interest in this Agreement
                                            derives from Seller shall be considered as one party. If either all claimants or all respondents
                                            fail to make a joint appointment of an arbitrator, or if the party-appointed arbitrators
                                            cannot reach an agreement on the presiding arbitrator within the applicable time period,
                                            then the AAA shall serve as the appointing authority and shall appoint the remainder of the
                                            three (3) arbitrators not yet appointed.



 


		20.1.5	Consolidation. If multiple
                                            arbitration proceedings are initiated under this Agreement or any guaranty required to be
                                            delivered to Seller pursuant to the terms of this Agreement, the subject matters of which
                                            are related by common questions of law or fact and which could result in conflicting awards
                                            or obligations, then any party to any such dispute may request prior to the appointment of
                                            the arbitrators for such multiple or subsequent disputes that all such proceedings be consolidated
                                            into a single arbitral proceeding. Such request shall be directed to the AAA, which shall
                                            consolidate appropriate proceedings into a single proceeding unless consolidation would result
                                            in undue delay for the arbitration of the disputes.



 


		20.1.6	Place of Arbitration. Unless
                                            otherwise agreed by all parties to the Dispute, the place of arbitration shall be New York,
                                            New York.



 






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		20.1.7	Language. The arbitration
                                            proceedings shall be conducted in the English language, and the arbitrators shall be fluent
                                            in the English language.



 


		20.1.8	Entry of Judgment. The
                                            award of the arbitral tribunal shall be final and binding. Judgment on the award of the arbitral
                                            tribunal may be entered and enforced by any court of competent jurisdiction. The Parties
                                            agree that service of process for any action to enforce an award may be accomplished according
                                            to the procedures of Section ‎24, as well as any other procedure authorized
                                            by law.



 


		20.1.9	Notice. All notices required
                                            for any arbitration proceeding shall be deemed properly given if given in accordance with
                                            Section ‎24.



 


		20.1.10	Qualifications and
                                            Conduct of the Arbitrators. All arbitrators shall be and remain at all times wholly impartial,
                                            and, once appointed, no arbitrator shall have any ex parte communications with any
                                            of the parties to the Dispute concerning the arbitration or the underlying Dispute other
                                            than communications directly concerning the selection of the presiding arbitrator, where
                                            applicable.



 


		20.1.11	Interim Measures.
                                            Any party to the Dispute may apply to a court in New York, New York, for interim measures
                                            (a) prior to the constitution of the arbitral tribunal (and thereafter as necessary to enforce
                                            the arbitral tribunal’s rulings); or (b) in the absence of the jurisdiction of the
                                            arbitral tribunal to rule on interim measures in a given jurisdiction. The Parties agree
                                            that seeking and obtaining such interim measures shall not waive the right to arbitration.
                                            The Parties unconditionally and irrevocably submit to jurisdiction in New York, New York,
                                            for the limited purposes of an application for interim measures under this Section ‎20.1.11.
                                            The arbitrators (or in an emergency the presiding arbitrator acting alone in the event one
                                            or more of the other arbitrators is unable to be involved in a timely fashion) may grant
                                            interim measures including injunctions, attachments and conservation orders in appropriate
                                            circumstances, which measures may be immediately enforced by court order. Hearings on requests
                                            for interim measures may be held in person, by telephone, by video conference or by other
                                            means that permit the parties to the Dispute to present evidence and arguments.



 


		20.1.12	Costs and Attorneys’
                                            Fees. The arbitral tribunal is authorized to award costs of the arbitration in its award,
                                            including: (a) the fees and expenses of the arbitrators; (b) the costs of assistance required
                                            by the tribunal, including its experts; (c) the fees and expenses of the administrator; (d)
                                            the reasonable costs for legal representation of a successful party; and (e) any such costs
                                            incurred in connection with an application for interim or emergency relief and to allocate
                                            those costs between the parties to the Dispute. The costs of the arbitration proceedings,
                                            including attorneys’ fees, shall be borne in the manner determined by the arbitral
                                            tribunal.



 






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		20.1.13	Interest. The award shall
                                            include pre-award and post-award interest, as determined by the arbitral tribunal, from the
                                            date of any default or other breach of this Agreement until the arbitral award is paid in
                                            full. Interest shall accrue at a rate per annum equal to [***] percent ([***]%)
                                            above the SOFR (as in effect on the Day such award was issued) on and from the Day when such
                                            award was issued until the date of its repayment, provided that, without prejudice
                                            to the other terms of this Agreement, if such period lasts longer than ninety (90) Days,
                                            the applicable SOFR for each successive term of ninety (90) Days during that period shall
                                            be that in effect on the first (1st) Day of that ninety (90) Day period. Interest
                                            shall accrue from Day to Day and be calculated on the basis of a three hundred sixty (360)
                                            Day year.



 


		20.1.14	Currency of Award.
                                            The arbitral award shall be made and payable in USD, free of any Tax or other deduction.



 


		20.1.15	Waiver of Challenge
                                            to Decision or Award. To the extent permitted by law, the Parties hereby waive any right
                                            to appeal from or challenge any arbitral decision or award, or to oppose enforcement of any
                                            such decision or award before a court or any Governmental Authority, except with respect
                                            to the limited grounds for modification or non-enforcement provided by any applicable arbitration
                                            statute or treaty.



 


		20.1.16	Confidentiality.
                                            Any arbitration or Expert determination relating to a Dispute (including an arbitral award,
                                            a settlement resulting from an arbitral award, documents exchanged or produced during an
                                            arbitration or Expert proceeding, and memorials, briefs or other documents prepared for the
                                            arbitration or Expert proceeding) shall be Confidential Information subject to the confidentiality
                                            provisions of Section ‎18; provided, however, that breach of such confidentiality
                                            provisions shall not void any settlement, determination or award.



 






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		20.2	Expert Determination



 


		20.2.1	General. In the event of
                                            any disagreement between the Parties regarding a measurement under Exhibit A hereto or any
                                            other Dispute which the Parties agree to submit to an Expert (in either case, a “Measurement
                                            Dispute”), the Parties hereby agree that such Measurement Dispute shall be resolved
                                            by an Expert selected as provided in this Section ‎20.2.1. The Expert is not
                                            an arbitrator of the Measurement Dispute and shall not be deemed to be acting in an arbitral
                                            capacity. The Party desiring an expert determination shall give the other Party notice of
                                            the request for such determination. If the Parties are unable to agree upon an Expert within
                                            ten (10) Days after receipt of the notice of request for an expert determination, then, upon
                                            the request of either of the Parties, the International Centre for Expertise of the International
                                            Chamber of Commerce (“ICC”) shall appoint such Expert and shall administer
                                            such expert determination through the ICC’s Rules for Expertise. The Expert shall be
                                            and remain at all times wholly impartial, and, once appointed, the Expert shall have no ex
                                            parte communications with either of the Parties concerning the expert determination or
                                            the underlying Measurement Dispute. The Parties shall cooperate fully in the expeditious
                                            conduct of such expert determination and provide the Expert with access to all facilities,
                                            books, records, documents, information and personnel necessary to make a fully informed decision
                                            in an expeditious manner. Before issuing a final decision, the Expert shall issue a draft
                                            report and allow the Parties to comment on it. The Expert shall endeavor to resolve the Measurement
                                            Dispute within thirty (30) Days (but no later than sixty (60) Days) after his appointment,
                                            taking into account the circumstances requiring an expeditious resolution of the matter in
                                            dispute.



 


		20.2.2	Final and Binding. The
                                            Expert’s decision shall be final and binding on the Parties unless challenged in an
                                            arbitration pursuant to Section ‎20.1 within thirty (30) Days of the date the
                                            Expert’s decision. If challenged, (a) the decision shall remain binding and be implemented
                                            unless and until finally replaced by an award of the arbitrators; (b) the decision shall
                                            be entitled to a rebuttable presumption of correctness; and (c) the Expert shall not be appointed
                                            in the arbitration as an arbitrator or as advisor to either Party without the written consent
                                            of both Parties.



 


		20.2.3	Arbitration of Expert Determination.
                                            In the event that a Party requests expert determination for a Measurement Dispute which raises
                                            issues that require determination of other matters in addition to correct measurement under
                                            Exhibit A hereto, then either Party may elect to refer the entire Measurement Dispute for
                                            arbitration under Section ‎20.1.1. In such case, the arbitrators shall be competent
                                            to make any measurement determination that is part of a Dispute. An expert determination
                                            not referred to arbitration shall proceed and shall not be stayed during the pendency of
                                            an arbitration.



 


		20.3	Governing Law



 


This Agreement shall be governed by and
construed in accordance with the laws of the State of New York (United States of America) without regard to principles of conflict of
laws that would specify the use of other laws.


 


		20.4	Immunity



 


		20.4.1	Each Party, to the maximum extent
                                            permitted by Applicable Law, as to itself and its assets, hereby irrevocably, unconditionally,
                                            knowingly and intentionally waives any and all rights of immunity (sovereign or otherwise)
                                            and agrees not to claim, or assert any immunity with respect to the matters covered by this
                                            Agreement in any arbitration, Expert proceeding, or other action with respect to this Agreement,
                                            whether arising by statute or otherwise, that it may have or may subsequently acquire, including
                                            rights under the doctrines of sovereign immunity and act of state, immunity from legal process
                                            (including service of process or notice, pre-judgment or pre-award attachment, attachment
                                            in aid of execution, or otherwise), immunity from jurisdiction or judgment of any court,
                                            arbitrator, Expert or tribunal (including any objection or claim on the basis of inconvenient
                                            forum), and immunity from enforcement or execution of any award or judgment or any other
                                            remedy.



 






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		20.4.2	Each Party hereby irrevocably,
                                            unconditionally, knowingly and intentionally:



 


		(a)	agrees that the execution, delivery and
                                            performance by such Party of this Agreement constitute private and commercial acts rather
                                            than public or governmental acts; and



 


		(b)	consents in respect of the enforcement
                                            of any judgment against such Party in any such proceedings in any jurisdiction and to the
                                            giving of any relief or the issue of any process in connection with such proceedings (including
                                            the making, enforcement or execution of any such judgment or any order arising out of any
                                            such judgment against or in respect of any property whatsoever irrespective of its use or
                                            intended use).



 


		21.	Successors; Assignments



 


		21.1	Successors



 


This Agreement shall be binding upon
and inure to the benefit of any successor to each of Seller and Buyer.


 


		21.2	Assignment by Buyer



 


		21.2.1	Prior Written Consent.
                                            Buyer may assign this Agreement in its entirety (but not in part) to another Person, for
                                            the remainder of the Term, upon the prior written consent of Seller (which consent shall
                                            not be unreasonably withheld or delayed), provided that:



 


		(a)	unless such assignee has an Acceptable
                                            Credit Rating, a Guaranty is provided to Seller prior to such novation or assignment; and



 


		(b)	such assignee assumes all of the obligations
                                            of Buyer under this Agreement commencing as of the date of the novation or assignment by
                                            execution of a copy of this Agreement in its own name (countersigned by Seller) or by execution
                                            of a binding assignment and assumption agreement which is enforceable by Seller.



 






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		21.2.2	Without Prior Consent to Affiliates.
                                            Buyer may assign this Agreement in its entirety (but not in part), for the remainder of the
                                            Term, without Seller’s prior consent, to an Affiliate of Buyer, provided that:



 


		(a)	unless such Affiliate assignee has an
                                            Acceptable Credit Rating, a Guaranty is provided to Seller prior to such novation or assignment;



 


		(b)	such Affiliate assignee assumes all of
                                            the obligations of Buyer under this Agreement commencing as of the date of the novation or
                                            assignment by execution of a copy of this Agreement in its own name (countersigned by Seller)
                                            or by execution of a binding assignment and assumption agreement which is reasonably acceptable
                                            in form and substance to, and enforceable by, Seller; and



 


		(c)	performance of this Agreement by Seller
                                            with such Affiliate assignee would comply with Applicable Laws and all relevant Approvals.



 


Any failure to satisfy
the requirements under Sections ‎21.2.2(a) to ‎(c) shall render such novation or assignment void and unenforceable.


 


		21.2.3	Further Obligations. Upon
                                            a novation or assignment in whole by Buyer in accordance with this Section ‎21.2, the
                                            assignor shall be released from all further obligations, duties and liabilities under this
                                            Agreement, other than any obligations, duties and liabilities arising prior to the date of
                                            effectiveness of such novation or assignment.



 


		21.3	Assignments by Seller



 


		21.3.1	Prior Written Consent.
                                            Seller may novate or assign this Agreement in its entirety (but not in part) to another Person,
                                            for the remainder of the Term, upon the prior written consent of Buyer (which consent shall
                                            not be unreasonably withheld or delayed), provided that:



 


		(a)	such assignee assumes all of the obligations
                                            of Seller under this Agreement commencing as of the date of the novation or assignment by
                                            execution of a copy of this Agreement in its own name (countersigned by Buyer) or by execution
                                            of a binding assignment and assumption agreement which is enforceable by Buyer; and



 


		(b)	such assignee is either (i) the purchaser
                                            or transferee of the Driftwood LNG Terminal, or (ii) sufficiently contractually entitled
                                            to LNG to cover the ACQ under all Contract Years of the remaining Term under this Agreement.



 






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		21.3.2	Without Prior Consent to Affiliates.
                                            Subject to satisfactory clearance of Buyer’s know your customer process, which shall
                                            be carried out in a manner consistent with international standards (such clearance not to
                                            be unreasonably withheld or delayed by Buyer), Seller may novate or assign this Agreement
                                            in its entirety (but not in part), for the remainder of the Term, without Buyer’s prior
                                            consent, to an Affiliate of Seller, provided that:



 


		(a)	such Affiliate assignee assumes all of
                                            the obligations of Seller under this Agreement commencing as of the date of the novation
                                            or assignment by execution of a copy of this Agreement in its own name (countersigned by
                                            Buyer) or by execution of a binding assignment and assumption agreement which is reasonably
                                            acceptable in form and substance to, and enforceable by, Buyer; and



 


		(b)	performance of this Agreement by Buyer
                                            with such Affiliate assignee would comply with Applicable Laws and all relevant Approvals;
                                            and



 


		(c)	such Affiliate assignee is the purchaser
                                            or transferee of the Driftwood LNG Terminal.



 


Any failure to satisfy
the requirements under Section ‎21.3.2(a) to ‎(c) shall render such novation or assignment void and unenforceable.


 


		21.3.3	Further Obligations. Upon
                                            a novation or assignment by Seller in accordance with this Section ‎21.3, the
                                            assignor shall be released from all further obligations, duties and liabilities under this
                                            Agreement, other than any obligations, duties and liabilities arising prior to the date of
                                            effectiveness of such novation or assignment.



 


		21.4	Seller, Tellurian Inc., Driftwood and
                                            Affiliate Financing



 


		21.4.1	Lender Financing. Seller,
                                            Tellurian Inc., Driftwood and their respective Affiliates shall have the right to obtain
                                            financing (including non-recourse or limited recourse financing) from Lenders. In connection
                                            with any financing or refinancing obtained by Seller, Tellurian Inc., Driftwood or their
                                            respective Affiliates, Buyer shall, if so requested by Seller, deliver to Seller’s,
                                            Tellurian Inc.’s, Driftwood’s or their respective Affiliates’ Lenders or
                                            the agent acting on behalf of any such Lenders (“Lenders’ Agent”)
                                            certified copies of its corporate charter and by-laws, resolutions, incumbency certificates,
                                            financial statements and other financial information, and such other items or information
                                            upon the reasonable request by Lenders or Lenders’ Agent.



 






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		21.4.2	Assignment as Security.
                                            Buyer further acknowledges and agrees that Seller may collaterally assign, transfer, or otherwise
                                            encumber, all or any of its rights, benefits and obligations under this Agreement and each
                                            guaranty required to be delivered to Seller pursuant to the terms of this Agreement to such
                                            Lenders or Lenders’ Agent as security for Seller’s, Seller’s Affiliate’s,
                                            Tellurian Inc.’s or Driftwood’s obligations to such Lenders (including to a purchaser
                                            at any foreclosure sale or any assignee or transferee under any instrument of assignment
                                            or transfer in lieu of foreclosure) following an event of default by Seller, any Affiliate
                                            of Seller, Tellurian Inc. or Driftwood under the financing documents entered into by Seller,
                                            any Affiliate of Seller, Tellurian Inc. or Driftwood with such Lenders, provided that any
                                            assignment, transfer or encumbrance to Lenders or Lenders’ Agent is not prohibited
                                            by any Applicable Law or Trade Restrictions, which would prevent Buyer from dealing with
                                            Lenders or Lenders’ Agent. Without prejudice to the foregoing, upon Seller’s
                                            request pursuant to a notice hereunder, Buyer shall enter into, and shall cause any guarantor
                                            under any guaranty delivered to Seller pursuant to the terms of this Agreement to enter into,
                                            direct agreements or consent agreements (each, a “Direct Agreement”),
                                            each in a form acceptable to Buyer (acting reasonably), pursuant to which Buyer or such guarantor,
                                            as applicable, provided that, entrance into such Direct Agreement shall be subject
                                            to satisfactory clearance of the parties thereto by Buyer’s know your customer process,
                                            which shall be carried out in a manner consistent with international standards (such clearance
                                            not to be unreasonably withheld or delayed by Buyer):



 


	 	(a) 	provide such undertakings that are normal and customary
    in project financings or refinancings; provided, however, that, (i) such undertakings do not materially affect Buyer’s
    or such guarantor’s rights or obligations under this Agreement or any guaranty provided to Seller pursuant to the terms of
    this Agreement, except as otherwise provided in the remaining provisions of this Section ‎21.4.2, and (ii) Buyer shall not
    be required to provide (or cause to be provided) any guaranty or similar commitment in favor of the Lenders, Seller or any other
    Person, other than any guaranty required to be delivered to Seller pursuant to the terms of this Agreement;




 


		(b)	consent to (i) the collateral assignment
                                            of Seller’s, Seller’s Affiliate’s, Tellurian Inc.’s or Driftwood’s
                                            rights and obligations under this Agreement or the guaranty, as applicable, to the Lenders
                                            or the Lenders’ Agent and (ii) the subsequent assignment and transfer of this Agreement
                                            or the guaranty, as applicable, to the Lenders’ Agent or other designee or nominee
                                            of the Lenders (including a purchaser at any foreclosure sale or any assignee or transferee
                                            under any instrument of assignment or transfer in lieu of foreclosure) following an event
                                            of default by Seller, any Affiliate of Seller, Tellurian Inc. or Driftwood under the financing
                                            documents entered into by Seller, any Affiliate of Seller, Tellurian Inc. or Driftwood with
                                            the Lenders; provided, that any such assignee assumes all of the obligations of Seller under
                                            this Agreement arising or accruing from and after the date of such assignment;



 


		(c)	provide representations and warranties
                                            that this Agreement or the guaranty, as applicable, is in full force and effect and has not
                                            been modified or amended and that there are no defaults existing under this Agreement or
                                            the guaranty, as applicable;



 






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		(d)	in the case of Buyer, provide representations
                                            and warranties regarding the corporate existence of Buyer, its authority to enter into and
                                            perform this Agreement and that this Agreement is the legal, valid and binding obligation
                                            of Buyer, enforceable against Buyer in accordance with its terms, and in the case of guarantor,
                                            provide representations and warranties regarding the corporate existence of guarantor, its
                                            authority to enter into and perform the guaranty and that the guaranty is the legal, valid
                                            and binding obligation of guarantor, enforceable against guarantor in accordance with its
                                            terms;



 


		(e)	agrees to make payments of amounts owed
                                            under this Agreement or the guaranty, as applicable, and as agreed in the Direct Agreement;



 


		(f)	in the case of Buyer, agree to give Lenders
                                            and Lenders’ Agent notice of and an opportunity to cure any default by Seller under
                                            this Agreement; and



 


		(g)	agree to modify or clarify provisions
                                            of this Agreement or the guaranty, as applicable, as reasonably requested by the Lenders
                                            or the Lenders’ Agent, provided that any such modification or clarification shall be
                                            subject to Buyer’s consent (not to be unreasonably withheld).



 


		22.	Contract Language



 


This Agreement, together with the Exhibits
hereto, shall be made and originals executed in the English language. In case of any difference in meaning between the English language
original version and any translation thereof, the English language original version shall be applicable.


 


		23.	Miscellaneous



 


		23.1	Disclaimer of Agency



 


This Agreement does not appoint either
Party as the agent, partner or legal representative of the other for any purposes whatsoever, and neither Party shall have any express
or implied right or authority to assume or to create any obligation or responsibility on behalf of or in the name of the other Party.


 


		23.2	Entire Agreement



 


This Agreement, together with the Exhibits
hereto, constitutes the entire agreement between the Parties in respect of the subject matter hereof and includes all promises and representations,
express or implied, and supersedes all other prior agreements and representations, written or oral, between the Parties relating to the
subject matter hereof. Anything that is not contained or expressly incorporated by reference in this instrument, is not part of this
Agreement.


 






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		23.3	Third Party Beneficiaries



 


The Parties do not intend any term of
this Agreement to be for the benefit of, or enforceable by, any Third Party except as expressly provided in Section ‎7.7. The Parties
may rescind or vary this Agreement, in whole or in part, without the consent of any Third Party, including those Third Parties referred
to under Section ‎7.7, even if as a result such Third Party’s rights to enforce a term of this Agreement will be varied or
extinguished.


 


		23.4	Amendments and Waiver



 


This Agreement may not be supplemented,
amended, modified or changed except by an instrument in writing signed by Seller and Buyer and expressed to be a supplement, amendment,
modification or change to this Agreement. A Party shall not be deemed to have waived any right or remedy under this Agreement by reason
of such Party’s failure to enforce such right or remedy.


 


		23.5	Exclusion



 


The United Nations Convention on Contracts
for the International Sale of Goods (and the Convention on the Limitation Period in the International Sale of Goods) shall not apply
to this Agreement and the respective rights and obligations of the Parties hereunder.


 


		23.6	Further Assurances



 


Each Party hereby agrees to take all
such action as may be necessary to effectuate fully the purposes of this Agreement, including causing this Agreement or any document
contemplated herein to be duly registered, notarized, attested, consularized and stamped in any applicable jurisdiction.


 


		23.7	Severability



 


If and for so long as any provision of
this Agreement shall be deemed to be judged invalid for any reason whatsoever, such invalidity shall not affect the validity or operation
of any other provision of this Agreement except only so far as shall be necessary to give effect to the construction of such invalidity,
and any such invalid provision shall be deemed severed from this Agreement without affecting the validity of the balance of this Agreement.


 






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		23.8	Representations and Warranties of Buyer



 


As of the Effective Date and until the
expiration or termination of this Agreement, Buyer represents, undertakes and warrants that:


 


		23.8.1	Buyer is and shall remain duly
                                            formed and in good standing under the laws of the jurisdiction of its organization;



 


		23.8.2	Buyer has the requisite power,
                                            authority and legal right to execute and deliver, and to perform its obligations under, this
                                            Agreement;



 


		23.8.3	Buyer has not incurred any liability
                                            to any financial advisor, broker or finder for any financial advisory, brokerage, finder’s
                                            or similar fee or commission in connection with the transactions contemplated by this Agreement
                                            for which Seller or any of its Affiliates could be liable; and



 


		23.8.4	neither the execution, delivery,
                                            nor performance of this Agreement violates or will violate, results or will result in a breach
                                            of or constitutes or will constitute a default under any provision of Buyer’s organizational
                                            documents, any law, judgment, order, decree, rule, or regulation of any court, administrative
                                            agency, or other instrumentality of any Governmental Authority or of any other material agreement
                                            or instrument to which Buyer is a party.



 


		23.9	Representations and Warranties of Seller



 


As of the Effective Date and until the
expiration or termination of this Agreement, Seller represents, undertakes and warrants that:


 


		23.9.1	Seller is and shall remain duly
                                            formed and in good standing under the laws of the jurisdiction of its organization;



 


		23.9.2	Seller has the requisite power,
                                            authority and legal right to execute and deliver, and to perform its obligations under this
                                            Agreement;



 


		23.9.3	Seller has not incurred any liability
                                            to any financial advisor, broker or finder for any financial advisory, brokerage, finder’s
                                            or similar fee or commission in connection with the transactions contemplated by this Agreement
                                            for which Buyer or any of its Affiliates could be liable; and



 


		23.9.4	neither the execution, delivery,
                                            nor performance of this Agreement, violates or will violate, results or will result in a
                                            breach of, or constitutes or will constitute a default under, any provision of Seller’s
                                            organizational documents, any law, judgment, order, decree, rule, or regulation of any court,
                                            administrative agency, or other instrumentality of any Governmental Authority or of any other
                                            material agreement or instrument to which Seller is a party.



 






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		23.10	Counterparts



 


This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single agreement.
The exchange of copies of this Agreement and of signature pages by electronic mail in “portable document format” (“.pdf”)
form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination
of such means, shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of an original
Agreement for all purposes. Signatures of the Parties transmitted by electronic transmission shall be deemed to be original signatures
for all purposes. Except for cases of fraud or forgery, no Party shall raise the use of any electronic signature or the use of electronic
mail or other similar transmission method as a means to deliver a signature to this Agreement or any amendment hereto as the basis of
a defense to the formation or enforceability of a contract, and each Party forever waives any such defense.


 


		24.	Notices



 


		24.1	Form of Notice



 


		24.1.1	Except where otherwise specifically
                                            provided in this Agreement, all notices, requests, consents, proposals, approvals and statements
                                            shall be in writing and in English, and if properly addressed to the recipient in the manner
                                            required by Sections ‎24.1.2 and ‎24.2, shall be deemed to have
                                            been properly given or delivered: (i) on the date of actual delivery when personally delivered
                                            to the intended recipient or when delivered to the intended recipient by a reputable courier
                                            delivery service; or (ii) on the date specified in Section ‎24.2.2, if by Electronic
                                            Transmission, provided that if such Electronic Transmission is directed after 5:00 p.m. (local
                                            time of the recipient) or on a day that is not a Business Day, then on the next succeeding
                                            Business Day after the date specified in Section ‎24.2.2.



 


		24.1.2	A non-electronic document is deemed
                                            to be properly addressed, in each case, if to Buyer or Seller, to the address of such Person
                                            as set forth in this Section ‎24.1.2, or, in each case, to such other address
                                            or addresses as the addressee may have specified by written notice given to the other Party
                                            in the manner contemplated by Section ‎24.1.1.



 


If to Buyer, to:


Gunvor Singapore Pte Ltd


12 Marina Boulevard


#35-03 MBFC Tower 3


Singapore 018982


Attention: Legal Team


Email: XXXXXXXXXXXXXX


 


If to Seller, to:


Driftwood LNG LLC


c/o Tellurian Inc.


1201 Louisiana Street, Suite 3100


Houston, TX 77002


United States of America


Attention: General Counsel


E-mail: XXXXXXXXXXXXXX


 






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		24.2	Electronic Transmission



 


		24.2.1	Without limiting the manner by
                                            which notice otherwise may be given effectively to Parties pursuant to Section ‎24.1,
                                            any notice under any provision of this Agreement shall be effective if given by a form of
                                            Electronic Transmission.



 


		24.2.2	Notice given pursuant to Section
                                            ‎24.2.1 will be deemed delivered on the date on which it is directed to the
                                            electronic mail address set forth in Section ‎24.1.2, or to such other
                                            electronic mail address as the addressee previously may have specified by written notice
                                            given to the other Party in the manner contemplated by Section ‎24.1.1.



 


		24.2.3	Buyer and Seller hereby consent
                                            to receive notices by Electronic Transmission at the electronic mail address set forth in
                                            Section ‎24.1.2.



 


		25.	Trade Law Compliance and Business Practices



 


		25.1	Trade Law Compliance



 


		25.1.1	Each Party agrees to comply with
                                            the Export Authorizations, including incorporating into any resale contract for LNG sold
                                            under this Agreement the necessary conditions to ensure compliance with the Export Authorizations.
                                            Buyer shall promptly provide to Seller all information in order for Seller, its direct or
                                            indirect LNG supplier or any other Person acting as agent on behalf of Seller or such LNG
                                            supplier under an Export Authorization, to comply with the Export Authorizations, including
                                            information that identifies for each LNG cargo delivered under this Agreement the country
                                            (or countries) into which the LNG or Gas was actually delivered. Buyer commits to include
                                            in any resale contract for LNG sold under this Agreement the necessary conditions to ensure
                                            Seller is made aware of all such countries into which the LNG or Gas was actually delivered.
                                            If any Export Authorization requires conditions to be included in this Agreement beyond those
                                            that are already included herein, then, within fifteen (15) days following the issuance of
                                            the Export Authorization imposing such condition, the Parties shall discuss the appropriate
                                            changes to be made to this Agreement to comply with such Export Authorization and shall amend
                                            this Agreement accordingly to comply with such Export Authorization. Buyer acknowledges and
                                            agrees that it will resell or transfer LNG purchased hereunder for delivery only to the countries
                                            identified in an applicable Export Authorization and/or to purchasers that have agreed in
                                            writing to limit their direct or indirect resale or transfer of such LNG to such countries.
                                            Buyer represents and warrants that the final delivery of LNG received pursuant to the terms
                                            of this Agreement are permitted and lawful under United States of America laws and policies,
                                            including Export Control and Sanctions Laws and the rules, regulations, orders, policies,
                                            and other determinations of the United States Department of Energy, the Office of Foreign
                                            Assets Control of the United States Department of the Treasury and the Federal Energy Regulatory
                                            Commission, and Buyer shall not take any action which would cause Seller or Driftwood to
                                            be in violation of United States of America laws and policies or any Export Authorization
                                            to be withdrawn, revoked, suspended or not renewed.



 






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		25.1.2	Without limiting the foregoing,
                                            the following provisions are included in this Agreement in accordance with the requirements
                                            of the Export Authorizations, and Buyer shall include, and require any direct or indirect
                                            buyer of LNG sold hereunder for whom Seller or Driftwood acts as agent in connection with
                                            one or more Export Authorizations to include, the following provisions in any agreement or
                                            other contract for the sale or transfer of LNG exported pursuant to any Export Authorization:



 


		(a)	Buyer acknowledges and agrees that it
                                            will resell or transfer LNG purchased hereunder for delivery only to countries identified
                                            in Ordering Paragraph B of DOE/FE Order No. 3968, issued February 28, 2017, in FE Docket
                                            No. 16-144-LNG, and/or to purchasers that have agreed in writing to limit their direct or
                                            indirect resale or transfer of such LNG to such countries. Buyer further commits to cause
                                            a report to be provided to Driftwood LNG LLC that identifies the country (or countries) into
                                            which the LNG or natural gas was actually delivered and/or received for end use, and to include
                                            in any resale contract for such LNG the necessary conditions to ensure that Driftwood LNG
                                            LLC is made aware of all such countries.



 


		(b)	Buyer acknowledges and agrees that it
                                            will resell or transfer LNG, purchased hereunder for delivery only to countries identified
                                            in Ordering Paragraph F of DOE/FE Order No. 4373, issued May 2, 2019, in FE Docket No. 16-144-LNG,
                                            and/or to purchasers that have agreed in writing to limit their direct or indirect resale
                                            or transfer of such natural gas or LNG to such countries. Buyer further commits to cause
                                            a report to be provided to Driftwood LNG LLC that identifies the country (or countries) into
                                            which the LNG was actually delivered, and to include in any resale contract for such LNG
                                            the necessary conditions to ensure that Driftwood LNG LLC is made aware of all such actual
                                            destination countries.



 


		25.1.3	If Buyer’s performance under
                                            this Agreement (including an obligation to pay money when due) would be in violation of the
                                            Trade Restrictions due to Seller or Tellurian Inc. being the subject of sanctions under Trade
                                            Restrictions, Buyer shall, as soon as reasonably practicable give written notice to Seller
                                            of its inability to perform. Once such notice has been given, Buyer shall be entitled:



 






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		(a)	immediately to suspend the affected obligation
                                            (whether payment or performance) until such time as such obligation is not anymore in violation
                                            of the Trade Restriction and, except in case of a payment obligation, be released of such
                                            obligation; and/or



 


		(b)	where such suspension subsists for a period
                                            extending beyond one hundred and twenty (120) days, Buyer may terminate this Agreement upon
                                            notice and Buyer shall be relieved of its further contractual obligations, except for its
                                            accrued rights and obligations which shall survive the termination of this Agreement in accordance
                                            with this provision; in each case of (a) and (b), without any liability whatsoever (including
                                            any damages for breach of contract, penalties, costs, fees and expenses) except for accrued
                                            obligations. As used hereunder, “Trade Restrictions” shall mean any laws,
                                            regulations, decrees, ordinances, orders, demands, requests, rules or requirements of the
                                            European Union, Switzerland, Singapore, United Kingdom, or the United States of America relating
                                            to trade sanctions, foreign trade controls, export controls, non-proliferation, anti-terrorism
                                            or similar laws. Notwithstanding the foregoing, in respect of an obligation to make payment
                                            for LNG which has already been delivered, the affected payment obligation shall remain suspended
                                            (without prejudice to the accrual of any interest on an outstanding payment amount) until
                                            such time as Buyer may lawfully resume payment.






 


		25.2	Prohibited Practices



 


		25.2.1	Each Party undertakes to the other,
                                            that in connection with this Agreement, it will comply with and not cause the other Party
                                            to be in violation of all laws, rules, regulations, decrees and/or official government orders,
                                            applicable to the relevant Party relating to anti-bribery and anti-money laundering. In connection
                                            with this Agreement, each Party represents, warrants and undertakes to the other that it
                                            shall not, directly or indirectly:



 


		(a)	pay, offer, give or promise to pay or
                                            authorize the payment of, any monies or other things of value to:



 


		(i)	a government official or an officer or employee
                                            of a government or any department, agency or instrumentality of any government;



 


		(ii)	an officer or employee of a public international
                                            organization;



 


		(iii)	any person acting in an official capacity
                                            for or on behalf of any government or department, agency, or instrumentality of such government
                                            or of any public international organization;



 


		(iv)	any employee or other representative of
                                            a state-owned entity;



 






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		(v)	any political party or official thereof,
                                            or any candidate for political office; or



 


		(vi)	any other person, individual or entity
                                            at the suggestion, request or direction or for the benefit of any of the above-described
                                            persons and entities; or



 


		(b)	engage in other acts
                                            or transactions;



 


if in all (a) and
(b) cases above, doing so is in violation of anti-bribery or anti-money laundering Applicable Law, including the U.S. Foreign Corrupt
Practices Act, the applicable country legislation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in
International Business Transactions, or the Swiss, Singaporean or any other Applicable Law relating to anti-bribery or anti-money laundering.


 


		25.2.2	A Party may terminate this Agreement
                                            in accordance with Section ‎19.2.3 in the event the other Party is in breach
                                            of any of the above representations, warranties or undertakings set out in this Section ‎25.2.



 


		25.3	Records; Audit



 


Each Party shall keep all records necessary
to confirm compliance with Sections ‎25.1 and ‎25.2.1 for a period of five (5) years following the year for which such records
apply. If a Party asserts that the other Party is not in compliance with Sections ‎25.1 or ‎25.2.1, the asserting Party shall
send a notice to the other Party indicating the type of noncompliance asserted. After giving such notice, the asserting Party may cause
an independent auditor to audit the records of the other Party in respect of the asserted noncompliance. The costs of any independent
auditor under this Section ‎25.3 shall be paid (i) by the other Party, if the other Party is determined not to be in compliance
with Sections ‎25.1 or ‎25.2.1, as applicable, and (ii) by the asserting Party, if the other Party is determined to be in
compliance with Sections ‎25.1 or ‎25.2.1, as applicable.


 






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		25.4	Representations and Warranties



 


Each Party represents and warrants to
the other Party, as of the Effective Date and as of the date of any assignment or novation of this Agreement by such Party, that in the
performance of this Agreement and the activities contemplated herein, neither such Party, nor any of its officers, directors, employees,
agents or other representatives have taken any action, or omitted to take any action, which would (a) violate any applicable Export Control
and Sanctions Laws or any other Applicable Law applicable to such Party, or (b) cause the other Party to be in violation of any applicable
Export Control and Sanctions Law applicable to the other Party. Without limiting the foregoing, each Party represents and warrants to
the other Party, as of the Effective Date, that neither such Party nor any of its directors, managers, officers, employees, agents, contractors
or Affiliates has paid any fees, commissions, or rebates to any employee, officer, or agent of the other Party or any of its Affiliates
or has provided or caused to be provided to any of them any gifts or entertainment of significant cost or value in connection with this
Agreement in order to influence or induce any actions or inactions in connection with the commercial activities of the other Party hereunder.


 


		25.5	Indemnity



 


Each Party shall indemnify and hold the
other Party harmless from any Losses arising out of the indemnifying Party’s breach of any or all of Section ‎25.1.1, ‎25.1.2,
 ‎25.2.1 or ‎25.3 or of the representations and warranties in Section ‎25.4.


 


[Signature page follows.]


 






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IN WITNESS WHEREOF, the Parties have executed
this Agreement as of the date first above written.


 


	SELLER:	 	BUYER:
	 	 	 
	DRIFTWOOD LNG LLC	 	Gunvor Singapore Pte Ltd
	 	 	 
	/s/ Octávio Simões	 	/s/ Kalpesh Patel
	 	 	 
	Name:  Octávio Simões	 	Name: Kalpesh Patel
	 	 	 
	Title:  CEO	 	Title: Co-Head of LNG Trading
	 	 	 
	 	 	/s/ Melissa Widjaja
	 	 	 
	 	 	Name: Melissa Widjaja
	 	 	 
	 	 	Title: Head of Structured Trade Finance Asia Pacific




 


[Signature Page to LNG Sale
and Purchase Agreement]