Exhibit 4.1


 


EXECUTION VERSION


 





 



 


AGREEMENT AND PLAN OF MERGER


 


By and Among


 


GOLAR LNG PARTNERS LP,


 


GOLAR GP LLC,


 


NEW FORTRESS ENERGY INC.,


 


LOBOS
ACQUISITION LLC


 


and


 


NFE INTERNATIONAL HOLDINGS LIMITED


 


Dated as of January 13, 2021





	 



 






    


     


    

  


	 	 	TABLE
OF CONTENTS	 
	 	 	 	 
	 	 	 	Page
	 	 	 	 
	 	 	Article I	 
	 	 	 	 
	 	 	The Merger	 
	 	 	 	 
	Section 1.01	 	Merger	2
	Section 1.02	 	Merger Effective Time	2
	Section 1.03	 	Effects of Merger	3
	Section 1.04	 	Certificate of Limited Partnership and Agreement of Limited Partnership of the Surviving Entity	3
	Section 1.05	 	Board of Directors and Officers of Surviving Entity	3
	Section 1.06	 	Closing	3
	 	 	 	 
	 	 	Article II	 
	 	 	 	 
	 	 	Effect on Interests;	 
	 	 	Merger Consideration	 
	Section 2.01	 	Effect of Merger	4
	Section 2.02	 	Exchange Fund	5
	Section 2.03	 	Withholding Taxes	7
	Section 2.04	 	Partnership Options	7
	Section 2.05	 	Partnership Phantom Units	8
	Section 2.06	 	Adjustments	8
	 	 	 	 
	 	 	Article III	 
	 	 	 	 
	 	 	Representations and Warranties of the Partnership
and the General Partner	 
	 	 	 	 
	Section 3.01	 	Organization; Standing	9
	Section 3.02	 	Capitalization	9
	Section 3.03	 	Authority; Noncontravention	11
	Section 3.04	 	Governmental Approvals	12
	Section 3.05	 	Partnership 2020 SEC Documents; Financial Statements; Undisclosed Liabilities	13
	Section 3.06	 	Absence of Certain Changes	14
	Section 3.07	 	Legal Proceedings	14
	Section 3.08	 	Compliance with Laws; Permits	15
	Section 3.09	 	Tax Matters	15
	Section 3.10	 	Employee Benefits	18
	Section 3.11	 	Labor Matters	18
	Section 3.12	 	Intellectual Property	18
	Section 3.13	 	Anti-Takeover Provisions	19
	Section 3.14	 	Title to Properties	19
	Section 3.15	 	Vessels	19




 



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	Section 3.16	 	Environmental Matters	20
	Section 3.17	 	Partnership Material Contracts	21
	Section 3.18	 	Joint Venture Agreements	23
	Section 3.19	 	Customers	23
	Section 3.20	 	Insurance Policies	24
	Section 3.21	 	Export Controls	24
	Section 3.22	 	Anti-Corruption	25
	Section 3.23	 	Opinion of Financial Advisor	25
	Section 3.24	 	Brokers and Other Advisors	25
	Section 3.25	 	No Other Representations or Warranties	25
	 	 	 	 
	 	 	Article IV	 
	 	 	 	 
	 	 	Representations and Warranties of Parent
and Merger Sub	 
	 	 	 	 
	Section 4.01	 	Organization; Standing	26
	Section 4.02	 	Authority; Noncontravention	27
	Section 4.03	 	Governmental Approvals	28
	Section 4.04	 	Ownership and Operations of Merger Sub	28
	Section 4.05	 	Sufficient Funds	28
	Section 4.06	 	Brokers and Other Advisors	28
	Section 4.07	 	Ownership of Partnership Securities	28
	Section 4.08	 	No Other Representations or Warranties	29
	 	 	 	 
	 	 	Article V	 
	 	 	 	 
	 	 	Additional Covenants and Agreements	 
	 	 	 	 
	Section 5.01	 	Conduct of Business of the Partnership and its Subsidiaries	30
	Section 5.02	 	Preparation of the Proxy Statement; Partnership Unitholders’ Meeting	34
	Section 5.03	 	Adverse Recommendation Change.	35
	Section 5.04	 	No Solicitation by the Partnership	36
	Section 5.05	 	Reasonable Best Efforts	38
	Section 5.06	 	Transfer Taxes	40
	Section 5.07	 	Public Announcements; Other Communications	40
	Section 5.08	 	Access to Information; Confidentiality	41
	Section 5.09	 	Indemnification and Insurance	42
	Section 5.10	 	Merger Sub and GP Buyer Consents	43
	Section 5.11	 	Treatment of Certain Existing Indebtedness	43
	Section 5.12	 	Financing Cooperation	44
	Section 5.13	 	Post-Closing Arrangement Agreements;	48
	Section 5.14	 	Affiliate Agreements	49
	Section 5.15	 	Distributions	49
	Section 5.16	 	Standstill	49
	Section 5.17	 	Pre-Closing Reorganization.	49




 






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	 	 	Article VI	 
	 	 	 	 
	 	 	Conditions Precedent	 
	 	 	 	 
	Section 6.01	 	Conditions to Each Party’s Obligation to Effect the Merger	50
	Section 6.02	 	Conditions to Obligations of Parent and Merger Sub	51
	Section 6.03	 	Conditions to Obligations of the Partnership	52
	Section 6.04	 	Frustration of Closing Conditions	53
	 	 	 	 
	 	 	Article VII	 
	 	 	 	 
	 	 	Termination	 
	 	 	 	 
	Section 7.01	 	Termination	53
	Section 7.02	 	Effect of Termination	55
	Section 7.03	 	Termination Fee	55
	 	 	 	 
	 	 	Article VIII	 
	 	 	 	 
	 	 	Miscellaneous	 
	 	 	 	 
	Section 8.01	 	No Survival of Representations and Warranties	56
	Section 8.02	 	Amendment or Supplement	56
	Section 8.03	 	Extension of Time, Waiver, Etc.	57
	Section 8.04	 	Assignment	57
	Section 8.05	 	Counterparts	57
	Section 8.06	 	Entire Agreement; No Third-Party Beneficiaries	57
	Section 8.07	 	Governing Law; Jurisdiction	58
	Section 8.08	 	Specific Enforcement	59
	Section 8.09	 	WAIVER OF JURY TRIAL	59
	Section 8.10	 	Remedies	59
	Section 8.11	 	Notices	59
	Section 8.12	 	Severability	61
	Section 8.13	 	Definitions	61
	Section 8.14	 	Fees and Expenses	71
	Section 8.15	 	Interpretation	72
	Section 8.16	 	Non-Recourse Against Financing Sources; Waiver of Certain Claims	72




 


	Exhibit A	 	Transfer Agreement
	Exhibit B	 	Support Agreement
	Exhibit C	 	Post-Closing Arrangement Agreements
	Exhibit D	 	Form of Limited Partnership Agreement Amendment




 



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AGREEMENT
AND PLAN OF MERGER


 


This Agreement and
Plan of Merger (this “Agreement”), dated as of January 13, 2021, is by and among Golar LNG Partners LP,
a Marshall Islands limited partnership (the “Partnership”), Golar GP LLC, a Marshall Islands limited liability
company and the general partner of the Partnership (the “General Partner”), New Fortress Energy Inc., a Delaware
corporation (“Parent”), Lobos Acquisition LLC, a Marshall Islands limited liability company and an indirect
Subsidiary of Parent (“Merger Sub”), and NFE International Holdings Limited, a private limited company
incorporated under the laws of England and Wales, United Kingdom, and an indirect Subsidiary of Parent (“GP Buyer”).
Certain capitalized terms used in this Agreement are defined in Section 8.13.


 


WHEREAS, the General
Partner is a direct, wholly owned Subsidiary of Golar LNG Limited, a Bermuda exempted company (“GP Parent”);


 


WHEREAS, the parties
intend that, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions
of the Marshall Islands LP Act and the Marshall Islands LLC Act, at the Effective Time, Merger Sub will be merged with and into
the Partnership, with the Partnership surviving the Merger as a Subsidiary of Parent (the “Merger” and collectively
with the other transactions contemplated by this Agreement other than the GP Transfer, the “Transactions”);


 


WHEREAS, the parties
intend that, concurrently with the consummation of the Merger, GP Buyer will purchase from GP Parent, and GP Parent shall
transfer to GP Buyer, all of the outstanding membership interests of the General Partner pursuant to the Transfer Agreement attached
hereto as Exhibit A (the “GP Transfer”);


 


WHEREAS, the Conflicts
Committee of the Board of Directors of the Partnership (the “Conflicts Committee”) has (i) determined
that this Agreement and the Transactions are in the best interests of the Partnership, including its Common Unitholders, (ii) approved
this Agreement and the Transactions, such approval constituting “Special Approval” for all purposes under the Partnership
Agreement, and (iii) recommended that the Board of Directors of the Partnership (the “Partnership Board”)
approve this Agreement and the Transactions, and that the Partnership Board recommend to the Common Unitholders the approval of
this Agreement and the Transactions;


 


WHEREAS, the Partnership
Board (acting based upon the recommendation of the Conflicts Committee) has (i) determined that this Agreement and the Transactions
are in the best interests of the Partnership, including its Common Unitholders, (ii) approved this Agreement and the Transactions,
(iii) resolved to submit this Agreement and the Transactions for approval of the Common Unitholders at a special meeting
of the Partnership’s Common Unitholders, and (iv) resolved to recommend approval of this Agreement and the Transactions
by Common Unitholders;


 


WHEREAS, GP Parent,
in its capacity as the sole member of the General Partner, has (i) determined that this Agreement, the Transfer Agreement
and the consummation of the Transactions and the GP Transfer are in the best interests of the General Partner, and declared it
advisable for the General Partner to enter into this Agreement and the Transfer Agreement and (ii) approved the execution,
delivery and performance of this Agreement by the General Partner and the consummation of the Transactions and the GP Transfer;


 






    


     


    

 


WHEREAS, in order
to induce Parent to enter into this Agreement, GP Parent and the General Partner entered into a Support Agreement, of even date
herewith, with Parent, in the form of Exhibit B attached hereto;


 


WHEREAS, the Board
of Directors of Parent (i) has unanimously approved and adopted this Agreement and the Transactions, (ii) has determined
that the terms of this Agreement are fair to and in the best interests of Parent and its shareholders, and (iii) has approved
the adoption of this Agreement, the execution, delivery and performance of this Agreement and the consummation of the Transactions;


 


WHEREAS, GP Buyer,
in its capacity as the sole member of Merger Sub, has (i) determined that this Agreement and the consummation of the Transactions
are in the best interests of Merger Sub, and declared it advisable to enter into this Agreement and (ii) approved the adoption
of this Agreement, the execution, delivery and performance of this Agreement and the consummation of the Transactions; and


 


WHEREAS, the Partnership,
the General Partner, Parent and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection
with the Transactions and also to prescribe various conditions to the Transactions.


 


NOW, THEREFORE, in
consideration of the foregoing, the parties hereto agree as follows:


 


Article I


 


The
Merger


 


Section 1.01     Merger.
On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Marshall Islands LP Act and
the Marshall Islands LLC Act, at the Effective Time, Merger Sub shall be merged with and into the Partnership, the existence of
Merger Sub shall thereupon cease, and the Partnership shall continue as the surviving entity and a Subsidiary of Parent (such
surviving entity, the “Surviving Entity”).


 


Section 1.02     Merger
Effective Time. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Partnership
and Parent will cause a certificate of merger, executed in accordance with the relevant provisions of the Partnership Agreement,
the Marshall Islands LP Act and the Marshall Islands LLC Act (the “Certificate of Merger”), to be duly filed
with the Registrar of Corporations of the Republic of the Marshall Islands. The Merger shall become effective at such time as
the Certificate of Merger has been duly filed with the Registrar of Corporations of the Republic of the Marshall Islands or at
such later date or time as may be agreed by the Partnership and Parent in writing at or prior to the time of the filing of such
Certificate of Merger and specified in the Certificate of Merger (the effective time of the Merger being hereinafter referred
to as the “Effective Time”).


 






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Section 1.03     Effects
of Merger. From and after the Effective Time, the Merger shall have the effects set forth in this Agreement, the Partnership
Agreement and the applicable provisions of the Marshall Islands LP Act and the Marshall Islands LLC Act. Without limiting the
generality of the foregoing and subject thereto, at the Effective Time, (a) all the property, rights, privileges and powers
of the Partnership shall continue in the Partnership as the Surviving Entity, (b) all the property, rights, privileges and
powers of Merger Sub shall vest in the Partnership as the Surviving Entity, (c) all debts, liabilities and duties of the
Partnership shall continue in the Partnership as the Surviving Entity, (d) all debts, liabilities and duties of Merger Sub
shall become the claims, obligations, debts, liabilities and duties of the Partnership as the Surviving Entity and (e) the
General Partner shall continue as the sole general partner of the Partnership.


 


Section 1.04     Certificate
of Limited Partnership and Agreement of Limited Partnership of the Surviving Entity. At the Effective Time, the certificate
of limited partnership of the Partnership as in effect immediately prior to the Effective Time shall remain unchanged and shall
be the certificate of limited partnership of the Surviving Entity from and after the Effective Time, until duly amended in accordance
with applicable Law, and the agreement of limited partnership of the Partnership as in effect immediately prior to the Effective
Time shall be amended in the form set forth in Exhibit D hereto and be the agreement of limited partnership of the Surviving
Entity from and after the Effective Time until thereafter changed or amended as provided therein or pursuant to applicable Law
(in each case, subject to Section 5.09 hereof). The name of the Partnership shall remain Golar LNG Partners LP immediately
after the Effective Time, and shall remain a Marshall Islands limited partnership, in each case unless changed at a later time
in accordance with applicable Law and relevant organizational documents.


 


Section 1.05     Board
of Directors and Officers of Surviving Entity. The directors of Merger Sub in office immediately prior to the Effective
Time shall be the directors of the Surviving Entity from and after the Effective Time until the earlier of their resignation or
removal or until their respective successors are duly elected and qualified, as the case may be. The officers of Merger Sub in
office immediately prior to the Effective Time shall be the officers of the Surviving Entity from and after the Effective Time
until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified,
as the case may be.


 


Section 1.06     Closing.
The closing (the “Closing”) of the Merger shall take place at the offices of Skadden, Arps, Slate, Meagher &
Flom LLP at 10:00 a.m., New York time, on a date to be specified by the Partnership and Parent, which date shall be as soon
as reasonably practicable (but in any event no later than the fifth Business Day) following the satisfaction or (to the extent
permitted by applicable Law) waiver by the party or parties entitled to the benefits thereof of the conditions set forth in Article VI
(other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or (to
the extent permitted by applicable Law) waiver of those conditions at such time), or at such other place, time and date as shall
be agreed to in writing by the Partnership and Parent. The date on which the Closing occurs is referred to in this Agreement as
the “Closing Date.”


 






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Article II


 


Effect
on Interests;

Merger Consideration


 


Section 2.01     Effect
of Merger. At the Effective Time, by virtue of the occurrence of the Merger, and without any action on the part of
the Partnership, the General Partner, Parent, Merger Sub or any holder of any Partnership Interest or any units of Merger Sub
(“Merger Sub Units”):


 


(a)      Conversion
of Merger Sub Units. Each issued and outstanding Merger Sub Unit immediately prior to the Effective Time shall be converted
into and become one (1) duly authorized, validly issued, fully paid and nonassessable common unit of the Surviving Entity
(the “Surviving Entity Units”).


 


(b)      Cancelation
of Treasury Units; Treatment of Units Held by the Partnership, Parent, or their respective Subsidiaries. All Common Units
that are owned immediately prior to the Effective Time by the Partnership as treasury units shall be automatically canceled and
retired and shall cease to exist and no consideration shall be delivered in exchange for such cancelled Common Units. Each Common
Unit owned by any direct or indirect wholly owned Subsidiary of the Partnership, or by Parent or any direct or indirect Subsidiary
of Parent, shall be converted into a proportionate number of Surviving Entity Units.


 


(c)      Conversion
of Common Units. Subject to Section 2.01(b), Section 2.02(d) and Section 2.06, each
Common Unit that is issued and outstanding as of immediately prior to the Effective Time shall automatically be converted into
and shall thereafter represent the right to receive cash in an amount equal to $3.55 (the “Common Unit Consideration”).
Subject to Section 2.06, as of the Effective Time, all such Common Units converted into the right to receive the Common
Unit Consideration pursuant to this Section 2.01(c) shall no longer be outstanding and shall automatically be
canceled, retired and shall cease to exist, and each holder of a certificate previously evidencing any Common Unit (each, a “Certificate”)
or uncertificated Common Units represented by book-entry (each, a “Book-Entry Unit”) shall cease to have any
rights with respect thereto, except (i) the right to receive the Common Unit Consideration pertaining to the Common Units
represented by such Certificate or Book-Entry Unit, as applicable, to be paid in consideration therefor, in accordance with Section 2.02(b) and
(ii) the right to receive other distributions in accordance with this Article II, in each case without interest.


 


(d)      Treatment
of Partnership Preferred Units. Each Partnership Preferred Unit issued and outstanding immediately prior to the Effective
Time will be unaffected by the Merger and shall be unchanged and remain outstanding, and no consideration shall be delivered in
respect thereof.


 


(e)      Cancellation
of Incentive Distribution Rights. As of the Effective Time, all Incentive Distribution Rights issued and outstanding immediately
prior to the Effective Time shall automatically be canceled and cease to exist, and no consideration shall be delivered in respect
thereof.


 






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(f)       Treatment
of GP Units. Each GP Unit that is issued and outstanding and unchanged immediately prior to the Effective Time shall remain
issued and outstanding immediately following the Effective Time.


 


Section 2.02     Exchange
Fund.


 


(a)      Paying
Agent. At or prior to the Closing Date, Parent shall designate a bank or trust company reasonably acceptable to the Partnership
to act as agent (the “Paying Agent”) for the payment and delivery of the Common Unit Consideration in accordance
with this Article II and, in connection therewith, shall at or prior to the Closing Date enter into an agreement with
the Paying Agent in a form reasonably acceptable to the Partnership. At or prior to the Effective Time, Parent shall deposit or
cause to be deposited with the Paying Agent an amount in cash sufficient to pay the Common Unit Consideration (the “Exchange
Fund”). From time to time as necessary and determinable, Parent shall promptly deposit or cause to be deposited with
the Paying Agent additional cash sufficient to pay the Common Unit Consideration and any distributions payable pursuant to Section 2.02(c) or
Section 2.02(e). Pending its disbursement in accordance with this Section 2.02, the Exchange Fund shall
be invested by the Paying Agent as directed by Parent in (i) short-term direct obligations of the United States of America,
(ii) short-term obligations for which the full faith and credit of the United States of America is pledged to provide for
the payment of principal and interest, (iii) short-term commercial paper rated the highest quality by either Moody’s
Investors Service, Inc. or Standard and Poor’s Ratings Services or (iv) certificates of deposit, bank repurchase
agreements or banker’s acceptances of commercial banks with capital exceeding $5 billion. Any and all interest earned on
the funds in the Exchange Fund shall be paid by the Paying Agent to Parent. Parent shall be treated as the owner of the Exchange
Fund for all Tax reporting purposes, any interest or other income earned from the Exchange Fund shall be treated as the income
of Parent and Parent shall be responsible for any Taxes imposed on such interest or other income. The Paying Agent shall report
such interest or other income as required by applicable Law. No investment losses resulting from investment of the funds deposited
with the Paying Agent shall diminish the rights of any former holder of Common Units to receive cash and any distributions payable
pursuant to Section 2.02(c) or Section 2.02(e) pertaining thereto as provided herein.


 






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(b)      Letter
of Transmittal; Exchange of Certificates. As soon as practicable after the Effective Time (but in no event later than 3 Business
Days after the Effective Time), the Surviving Entity or Parent shall cause the Paying Agent to mail to each holder of a Certificate
or Book-Entry Unit a form of letter of transmittal (which shall be in such customary form and have such other customary provisions
as the Partnership may specify prior to the Effective Time, subject to Parent’s approval (such approval not being unreasonably
withheld, conditioned or delayed) (to be sought prior to the Effective Time)), together with instructions thereto, setting forth,
inter alia, the procedures by which holders of Certificates or Book-Entry Units may receive the Common Unit Consideration
and any distributions to which they are entitled pursuant to this Article II. Notwithstanding anything in this Agreement
to the contrary, holders of Book-Entry Units shall not be required to deliver a Certificate but may, if required by the Paying
Agent, be required to deliver an executed letter of transmittal to the Paying Agent in order to receive the Common Unit Consideration
such holder is entitled to pursuant to this Article II. Upon the completion of such applicable procedures by a holder
and the surrender of such holder’s Certificates or Book-Entry Units, the Paying Agent shall deliver to such holder (x) cash
in an amount equal to the cash such holder has the right to receive pursuant to this Agreement plus (y) any distributions
that such holder has the right to receive pursuant to Section 2.02(c) or Section 2.02(e), and such
surrendered Certificates or Book-Entry Units shall forthwith be canceled. If payment of the Common Unit Consideration is to be
made to a Person other than the Person in whose name a Certificate surrendered is registered, it shall be a condition of payment
that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and
(y) the Person requesting such payment (1) shall have paid any transfer and other Taxes required by reason of the payment
of the Common Unit Consideration to a Person other than the registered holder or (2) shall have established to Parent’s
reasonable satisfaction that such Tax either has been paid or is not applicable. Until satisfaction of the applicable procedures
contemplated by this Section 2.02 and subject to Section 2.06, each Certificate or Book-Entry Unit shall
be deemed at any time after the Effective Time to represent only the right to receive the Common Unit Consideration and any distributions
pertaining to the Common Units formerly represented by such Certificate or Book-Entry Unit as contemplated by this Article II.
No interest shall be paid or shall accrue on the Common Unit Consideration payable pursuant to this Article II.


 


(c)      Unit
Register; No Further Ownership Rights in Common Units. The Common Unit Consideration paid and payments (if any) made pursuant
to Section 2.02(e) in respect of each Common Unit upon surrender of Certificates or Book-Entry Units in accordance
with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining
to such Common Units previously represented by such Certificates or Book-Entry Units, subject, however, to (i) Section 2.06
and (ii) the Surviving Entity’s obligation to make any distributions with a record date prior to the Effective
Time that may have been declared by the Partnership on Common Units not in violation of the terms of this Agreement or prior to
the date of this Agreement and which remain unpaid at the Effective Time. At the Effective Time, the unit register of the Partnership
shall be closed and thereafter there shall be no further registration of transfers on the unit register of the Surviving Entity
of Common Units that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders
of Common Units formerly represented by Certificates or Book-Entry Units immediately prior to the Effective Time shall cease to
have any rights with respect to such underlying Common Units except as otherwise provided for herein or by applicable Law. Subject
to the last sentence of Section 2.02(e), if, at any time after the Effective Time, Certificates or Book-Entry Units
are presented to the Surviving Entity or Parent for any reason, they shall be canceled and exchanged as provided in this Article II.


 


(d)      Lost,
Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Entity,
the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may
be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed
Certificate, the applicable Common Unit Consideration and any distributions to be paid in respect of the Common Units formerly
represented by such Certificate as contemplated by this Article II.


 






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(e)      Termination
of Exchange Fund. At any time following the first anniversary of the Closing Date, the Surviving Entity shall be entitled
to require the Paying Agent to deliver to it any portion of the Exchange Fund (including any interest received with respect thereto)
that had been made available to the Paying Agent and which has not been disbursed to former holders of Common Units, and thereafter
such former holders shall be entitled to look only to Parent and the Surviving Entity for, and Parent and the Surviving Entity
shall remain liable to the extent required by applicable Law for, payment of their claims of the Common Unit Consideration and
any distributions pertaining to their former Common Units that such former holders have the right to receive pursuant to the provisions
of this Article II. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise
escheat to or become property of any Governmental Authority shall become, immediately prior to such time, to the extent permitted
by applicable Law, the property of Parent or its designee, free and clear of all claims or interest of any Person previously entitled
thereto.


 


(f)       No
Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Entity
or the Paying Agent shall be liable to any Person for Common Unit Consideration delivered to a public official pursuant to any
applicable state, federal or other abandoned property, escheat or similar Law.


 


Section 2.03     Withholding
Taxes. Parent, Merger Sub and their respective Affiliates shall be entitled to deduct and withhold, or cause to be
deducted and withheld, from any amount payable to the Common Unitholders or any of their respective Affiliates pursuant to this
Agreement, any amounts that would be required to be deducted and withheld under applicable Laws in respect of Taxes. To the extent
such amounts are so deducted or withheld and timely paid over to the applicable Governmental Authority or other applicable Person
in accordance with applicable Law, such amounts shall be treated for all purposes under this Agreement as having been paid to
the Person to whom such amounts would otherwise have been paid. Parent, Merger Sub, and the Partnership shall reasonably cooperate,
and shall cause their respective Affiliates to reasonably cooperate, in order to reduce or eliminate any amounts that would be
required to be deducted and withheld on payments made pursuant to this Agreement under applicable Laws in respect of Taxes.


 


Section 2.04     Partnership
Options. Effective as of the Effective Time, each then-outstanding option to purchase Common Units (each, a “Partnership
Option”) granted pursuant to any Partnership Plan, whether or not vested, shall, automatically and without any action
on the part of the holder thereof, be vested, cancelled and converted into the right to receive, and the Surviving Entity shall
pay to each former holder of any such Partnership Option (through the Surviving Entity’s payroll system, if applicable),
an amount in cash equal to the product of (i) the excess, if any, of the Common Unit Consideration over the applicable exercise
price per Common Unit of such Partnership Option and (ii) the number of Common Units subject to such Partnership Option,
payable as soon as reasonably practicable (but no later than the first payroll date) after the Closing Date. For the avoidance
of doubt, any Partnership Option which has a per Common Unit exercise price that is greater than or equal to the Common Unit Consideration
shall be cancelled at the Effective Time for no consideration or payment. On or prior to the Closing Date, the Partnership shall
adopt any resolutions and take all such lawful actions as may be reasonably necessary to provide for and give effect to the transactions
contemplated by this Section 2.04.


 






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Section 2.05     Partnership
Phantom Units. Effective as of the Effective Time, each Partnership Phantom Unit that is outstanding immediately prior
to the Effective Time, whether or not vested, shall, automatically and without any action on the part of the holder thereof, be
vested, cancelled and converted into the right to receive, and the Surviving Entity shall pay to each former holder of any such
Partnership Phantom Unit (through the Surviving Entity’s payroll system, if applicable), an amount in cash equal to the
product of (i) the Common Unit Consideration and (ii) the number of Common Units subject to such Partnership Phantom
Unit, payable as soon as reasonably practicable (but no later than the first payroll date) after the Closing Date. On or prior
to the Closing Date, the Partnership shall adopt any resolutions and take all such lawful actions as may be reasonably necessary
to provide for and give effect to the transactions contemplated by this Section 2.05.


 


Section 2.06     Adjustments.
Notwithstanding any provision of this Article II to the contrary, if between the date of this Agreement and the Effective
Time the outstanding Common Units shall have been changed into a different number of Common Units or a different class by reason
of the occurrence or record date of any subdivision, reclassification, recapitalization, split, combination, exchange of Common
Units or similar transaction, the Common Unit Consideration shall be appropriately adjusted to reflect such subdivision, reclassification,
recapitalization, split, combination, exchange of Common Units or similar transaction.


 


Article III


 


Representations
and Warranties of the Partnership and the General Partner


 


The Partnership and
the General Partner jointly and severally represent and warrant to Parent and Merger Sub that, except as (A) set forth in
the disclosure schedule delivered by the Partnership to Parent and Merger Sub on the date of this Agreement (the “Partnership
Disclosure Schedule”) (it being understood that any information set forth on one section or subsection of the Partnership
Disclosure Schedule shall be deemed to apply to and qualify the section or subsection of this Agreement to which it corresponds
in number and each other section or subsection of this Agreement to the extent that it is reasonably apparent on the face of such
disclosure that such information is relevant to such other section or subsection), or (B) disclosed in any report, schedule,
form, statement or other document filed with, or furnished to, the SEC since January 1, 2018 by the Partnership and publicly
available prior to the date of this Agreement (the “Partnership Filed SEC Documents”), excluding disclosure
(other than statements of fact) contained in the “Risk Factors” or “Forward-Looking Statements” sections
of such Partnership Filed SEC Documents or that otherwise constitute risk factors or forward looking statements of risks:


 






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Section 3.01     Organization;
Standing.


 


(a)      The
Partnership is a limited partnership duly organized, validly existing and in good standing under the Laws of the Republic of the
Marshall Islands. The Partnership has all requisite power and authority necessary to carry on its business as it is now being
conducted and to own, lease and operate its assets and properties, except (other than with respect to the due incorporation and
valid existence of the Partnership) as would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect. The Partnership is duly licensed or qualified to do business and is in good standing (where such concept is recognized
under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of
the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be
so licensed, qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect. A true and complete copy of each of the Partnership Organizational Documents (i) is included in the Partnership
Filed SEC Documents or (ii) has been provided to Parent prior to the date hereof. Neither the Partnership nor any of its
Subsidiaries, as applicable, are in violation of the Partnership Organizational Documents, except as would not be material to
the Partnership and its Subsidiaries taken as a whole.


 


(b)      Each
of the Partnership’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized
under applicable Law) under the Laws of the jurisdiction of its organization, except as would not be reasonably expected to have,
individually or in the aggregate, a Material Adverse Effect.


 


Section 3.02     Capitalization.


 


(a)      As
of the date hereof, the issued and outstanding partnership interests of the Partnership consist of (i) 69,301,636 Common
Units, (ii) 5,520,000 Partnership Preferred Units, (iii) 1,436,391 GP Units, (iv) 24,000 options for Common Units
outstanding, (v) 58,960 Partnership Phantom Units, and (v) the Incentive Distribution Rights. All such interests have
been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required
under the Partnership Agreement) and, except with respect to the GP Units, nonassessable (except as described in the Partnership
Filed SEC Documents and except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Marshall Islands
LP Act). As of the date hereof GP Parent owns 21,333,586 Partnership Common Units and the General Partner owns all of the Partnership’s
Incentive Distribution Rights and the GP Units.


 






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(b)            Except
as described in this Section 3.02(b), as of the date hereof, there are (i) no outstanding shares of capital stock
of, or other equity or voting interests in, the Partnership, (ii) no outstanding securities of the Partnership convertible
into or exchangeable for shares of capital stock of, or other equity or voting interests in, the Partnership, (iii) no outstanding
options, warrants, rights or other commitments or agreements to acquire from the Partnership, or that obligate the Partnership
to issue, any capital stock of, or other equity or voting interests in, or any securities convertible into or exchangeable for
shares of capital stock of, or other equity or voting interests in, the Partnership, (iv) no obligations of the Partnership
to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement
or commitment relating to any capital stock of, or other equity or voting interests in, the Partnership (the items in clauses (i),
(ii), (iii) and (iv) being referred to collectively as “Partnership Securities”) and (v) no other
obligations by the Partnership or any of its Subsidiaries to make any payments based on the price or value of any Partnership Securities
or dividends paid thereon. There are no outstanding agreements or instruments of any kind that obligate the Partnership or any
of its Subsidiaries to repurchase, redeem or otherwise acquire any Partnership Securities (or obligate the Partnership to grant,
extend or enter into any such agreements relating to any Partnership Securities) or that grant any preemptive rights, subscription
rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Partnership Securities. Except as described
in this Section 3.02(b), no direct or indirect Subsidiary of the Partnership owns any Partnership Common Units. Except
as listed on Section 3.02(b) of the Partnership Disclosure Schedule, none of the Partnership or any Subsidiary
of the Partnership is a party to any shareholders’ agreement, voting trust agreement, registration rights agreement or other
similar agreement or understanding relating to any Partnership Securities or any other agreement relating to the disposition, voting
or dividends with respect to any Partnership Securities. No holder of securities in the Partnership or any of its Subsidiaries
has any right to have such securities registered by the Partnership or any of its Subsidiaries. All outstanding Partnership Common
Units and Partnership Preferred Units have been duly authorized and validly issued and are free of preemptive rights.


 


(c)            The
list set forth in Exhibit 8.1 to the Annual Report on Form 20-F of the Partnership for the year ended December 31,
2019 (the “2019 Form 20-F”) reflects, as of the date of this Agreement, the name and jurisdiction of organization
of each Subsidiary of the Partnership. All of the outstanding shares of capital stock of, or other equity or voting interests in,
each Subsidiary of the Partnership are owned, directly or indirectly, beneficially and of record, by the Partnership free and clear
of all Liens, other than Permitted Encumbrances, and material transfer restrictions other than transfer restrictions of general
applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder
(collectively, the “Securities Act”) or other applicable securities Laws. Each outstanding share of capital
stock of, or other equity or voting interests in, each Subsidiary of the Partnership that is held, directly or indirectly, by the
Partnership, is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, and there are no subscriptions,
options, warrants, rights, calls, contracts or other commitments, understandings, restrictions or arrangements relating to the
issuance, acquisition, redemption, repurchase or sale of any shares of capital stock or other equity or voting interests of any
Subsidiary of the Partnership, including any right of conversion or exchange under any outstanding security, instrument or agreement,
any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights
with respect to any securities of any Subsidiary of the Partnership. None of the Subsidiaries of the Partnership has any outstanding
equity compensation plans relating to the capital stock of, or other equity or voting interests in, any Subsidiary of the Partnership.


 


(d)            Section 3.02(d) of
the Partnership Disclosure Schedule sets forth, as of the date of this Agreement, any joint venture, partnership or other similar
arrangement or other entity in which the Partnership has an equity interest (other than a wholly owned Subsidiary of the Partnership)
(each a “Joint Venture Entity” and collectively the “Joint Venture Entities”), including
for each Joint Venture Entity, (i) the name and jurisdiction of formation of such Joint Venture Entity (ii) the number
of shares of capital stock of, or other equity or voting interests in, such Joint Venture Entity that is owned, directly or indirectly,
beneficially and of record, by the Partnership or by any Subsidiary of the Partnership (the “Joint Venture Interests”),
(iii) the total number of outstanding shares of each class of capital stock of, or other equity or voting interests in, such
Joint Venture Entity and (iv) the percentage ownership interests of such Joint Venture Entity held directly or indirectly
by the Partnership. All of the Joint Venture Interests are owned by the Partnership or its Subsidiaries, as applicable, free and
clear of all Liens, other than Permitted Encumbrances, and material transfer restrictions other than transfer restrictions of general
applicability as may be provided under the Securities Act or other applicable securities Laws.


 






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Section 3.03          Authority;
Noncontravention.


 


(a)            Each
of the Partnership and the General Partner has all necessary limited partnership or limited liability company power and authority
to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated
hereby, subject to obtaining the Partnership Unitholder Approval in the case of the Partnership. The execution, delivery and performance
by each of the Partnership and the General Partner of this Agreement, and the consummation by the Partnership and the General Partner
of the transactions contemplated hereby, have been duly authorized by the sole member of the General Partner and by the Partnership
Board and approved by the sole member of the General Partner and by each of the Conflicts Committee and the Partnership Board and,
except for obtaining the Partnership Unitholder Approval, no other entity action on the part of the Partnership or the General
Partner is necessary for the Partnership or the General Partner to authorize the execution, delivery and performance by the Partnership
and the General Partner of this Agreement and the consummation by the Partnership and the General Partner of the Transactions.
This Agreement has been duly executed and delivered by the Partnership and the General Partner and, assuming due authorization,
execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Partnership
and the General Partner, enforceable against the Partnership and the General Partner in accordance with its terms, except that
such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other
similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is
subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity
Exception”).


 


(b)            The
Conflicts Committee, at a meeting duly called and held, has (i) determined that this Agreement and the Transactions are in
the best interests of the Partnership, including its Common Unitholders, (ii) approved this Agreement and the Transactions,
such approval constituting “Special Approval” for all purposes under the Partnership Agreement, and (iii) recommended
that the Partnership Board approve this Agreement and the Transactions and that the Partnership Board recommend to the Common Unitholders
the approval of this Agreement and the Transactions.


 






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(c)            The
Partnership Board (acting based upon the recommendation of the Conflicts Committee) has (i) determined that this Agreement
and the Transactions are in the best interests of the Partnership, including its Common Unitholders, (ii) approved this Agreement
and the Transactions, (iii) resolved to submit this Agreement and the Transactions for approval of the Common Unitholders
at a special meeting of the holders of the Partnership’s Common Units, and (iv) resolved to recommend approval of this
Agreement and the Transactions by the Common Unitholders.


 


(d)            Except
as set forth in Section 3.03(d) of the Partnership Disclosure Schedule, none of (i) the execution and delivery of
this Agreement by the Partnership, (ii) the consummation by the Partnership of the Transactions, or (iii) performance
or compliance by the Partnership with any of the terms or provisions hereof, will (A) contravene, conflict with or violate
any provision (1) of the Partnership Charter or Partnership Agreement or (2) of the similar organizational documents
of any of the Partnership’s Subsidiaries or (B) assuming (1) compliance with the matters set forth in Section 4.02(b) (other
than Section 4.02(b)(ii)(A)) (and assuming the accuracy of the representations and warranties made in such Section 4.02(b)),
(2) that the actions described in Section 3.03(a) have been completed, (3) that the authorizations,
consents and approvals referred to in Section 3.04 and (4) that the filings referred to in Section 3.04
are made and any waiting periods thereunder have terminated or expired, in the case of each of the foregoing clauses (1) through
(4), prior to the Effective Time, (w) violate any Law applicable to the Partnership or any of its Subsidiaries, (x) violate
or constitute a breach of or default (with or without notice or lapse of time or both) that results in expected losses, individually
or in the aggregate, of greater than $50 million to the Partnership’s earnings under any of the terms, conditions or provisions
of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, capital lease, sale-leaseback,
sublease, license, contract or other agreement (each, a “Contract”) to which the Partnership or any of its Subsidiaries
is a party or by which any of the assets or properties of the Partnership or its Subsidiaries, as applicable, are bound, or give
rise to any right to terminate, cancel, amend, modify or accelerate the Partnership’s or, if applicable, any of its Subsidiaries’,
rights or obligations under any such Contract, (y) give rise to any right of first refusal, preemptive right, tag-along right,
transfer right or other similar right of any other party to a Contract to which the Partnership, any of its Subsidiaries or any
of the Joint Venture Entities is bound, or (z) result in the creation of any Lien on any properties or assets of the Partnership
or any of its Subsidiaries, except, in the case of clause (A)(2) and clause (B) (other than clause (x)), as would not
reasonably be expected to have a Material Adverse Effect.


 


Section 3.04            Governmental
Approvals . Except for (a) filings required under, and compliance with other applicable requirements of, the
Securities Act or the Exchange Act, (b) the filing of the Certificate of Merger with the Registrar of Corporations of
the Republic of the Marshall Islands, (c) any consents, authorizations, approvals, filings or exemptions in connection
with compliance with the rules of the Nasdaq, and (d) such other consents, approvals, filings, authorizations,
declarations or registrations as are required to be made or obtained under any non-U.S. Antitrust Laws, no consents or
approvals, filings, authorizations, declarations or registrations with, any Governmental Authority is necessary for the
execution, delivery of this Agreement by the Partnership, the performance by the Partnership of its obligations hereunder and
the consummation by the Partnership of the Transactions.


 






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Section 3.05           Partnership
2020 SEC Documents; Financial Statements; Undisclosed Liabilities.


 


(a)            Each
registration statement and each report prepared by the Partnership or its Subsidiaries, each in the form (including exhibits, annexes
and any amendments thereto) filed with the SEC after January 1, 2020 (including any such reports filed subsequent to the date
hereof, the “Partnership 2020 SEC Documents”) complied as to form in all material respects with the requirements
of the Securities Act or the Exchange Act, as the case may be, applicable to such Partnership 2020 SEC Documents, and none of the
Partnership 2020 SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the
filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading. As of the date of this Agreement, there are no outstanding written comments from the SEC with respect
to the Partnership 2020 SEC Documents.


 


(b)            The
2019 Form 20-F contains the following financial statements: the Partnership’s audited consolidated (i) statements
of operations, (ii) statements of comprehensive income, (iii) statements of cash flows and (iv) statements of changes
in Partners’ capital for the years ended December 31, 2019, 2018 and 2017. The Report of Foreign Private Issuer on Form 6-K
filed with the SEC on November 30, 2020 contains the Partnership’s unaudited condensed consolidated (i) balance
sheet as of September 30, 2020 (the “Latest Balance Sheet”), (ii) statements of operations and comprehensive
income/loss, (iii) statements of cash flows and (iv) statements of changes in partners’ capital for the 9 months
ended September 30, 2020. The financial statement referenced in the prior two sentences are referred to as the “Financial
Statements.” The Financial Statements present fairly the financial position of the Partnership and its consolidated subsidiaries
as of the dates shown and their results of operations and cash flows for the periods shown, and such Financial Statements have
been prepared in conformity with GAAP applied on a consistent basis. Since the Latest Balance Sheet, there have been no material
changes in the accounting policies of the Partnership (including any change in depreciation or amortization policies or rates,
or policies with respect to reserves for uncollectible accounts receivable or excess or obsolete inventory) and no revaluation
of the Partnership’s properties or assets. Section 3.05(b) of the Partnership Disclosure Schedule contains a true,
correct and complete list of all Indebtedness and identifies for each item of Indebtedness the outstanding principal, the accrued
but unpaid interest and any applicable prepayment or call penalty or premium.


 


(c)            Neither
the Partnership nor any of its Subsidiaries is in material breach, violation or default and no event has occurred that would result
in a material breach, violation or default (with or without notice or lapse of time or both) under (a) any Contract or Contracts
relating to, individually or in the aggregate, any Indebtedness of the Partnership or its Subsidiaries with outstanding obligations
of $50 million or more or that would result in a cross-default of other Indebtedness of the Partnership or its Subsidiaries, (b) any
Joint Venture Contract or any Contract of the type described in Section 3.17(a)(xiii) or (c) any charter
for any of the Vessels.


 






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(d)            The
Partnership maintains books and records that completely and fairly reflect the assets and liabilities of the Partnership and the
Partnership maintains a proper and effective system of accounting controls sufficient to provide reasonable assurances that (i) transactions
are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary
to permit preparation of Financial Statements in conformity with GAAP and to maintain asset accountability; (iii) access to
assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.


 


(e)            Except
as listed on Section 3.05(e) of the Partnership’s Disclosure Schedule, since January 1, 2019, neither the
Partnership, nor any director, officer or accountant thereof, has received any material complaint, allegation, assertion or claim,
whether written or oral, that the Partnership has engaged in illegal or fraudulent accounting practices. There are no significant
deficiencies or material weaknesses in the design or operation of the internal controls of the Partnership which have materially
and adversely affected the ability of the Partnership to record, process, summarize and report financial data. There is no fraud,
whether or not material, involving management or other employees that was reported to the board or management of the Partnership.


 


(f)            The
minute books of the Partnership are accurate and complete in all material respects and contain records of all corporate action
taken by the unitholders, the board of directors, and committees of the board of directors of the Partnership, respectively, since
January 1, 2016 and no material corporate action of the unitholders, board of directors, or committee of the board of directors
has been taken since such date for which minutes have not been prepared and are not contained in such minute books.


 


Section 3.06           Absence
of Certain Changes. Since September 30, 2020, (a) through the date of this Agreement (i) except for
the execution, delivery and performance of this Agreement and the discussions, negotiations and transactions related thereto,
the business of the Partnership and its Subsidiaries has been carried on and conducted in all material respects in the Ordinary
Course (other than any commercially reasonable actions taken by the Partnership and its Subsidiaries outside of the Ordinary Course
in response to changes or developments resulting from COVID-19 or any COVID-19 Measures) and (ii) neither the Partnership
nor any of its Subsidiaries has taken any action or failed to take any action that would have resulted in a breach of Section 5.01(b)(i),
(ii), (iii), (iv), (v), (vii), (viii), (ix), (x), (xi), (xii),
(xiii) or (xv), had the restrictions thereunder been in effect since September 30, 2020, and (b) there
has not been any event, circumstance, development, change or effect that has had or would reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.


 


Section 3.07           Legal
Proceedings . Except as would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect, there is no (a) pending or, to the Knowledge of the Partnership, threatened Proceeding, suit,
arbitration, action, claim, dispute, hearing, charge, complaint, indictment, litigation or, to the Knowledge of the
Partnership, investigation against the Partnership or any of its Subsidiaries, or (b) outstanding injunction, order,
judgment, ruling, decree or writ imposed upon the Partnership or any of its Subsidiaries or any director or officer of the
Partnership or any of its Subsidiaries or, to the Knowledge of the Partnership, any other Person for whom the Partnership or
any of its Subsidiaries may be liable as an indemnifying party or otherwise, in each case, by or before any Governmental
Authority.


 






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Section 3.08           Compliance
with Laws; Permits.


 


(a)            The
Partnership and each of its Subsidiaries are in compliance with all federal, national, provincial, state, local or multinational
laws, statutes, common laws, ordinances, codes, rules, orders, judgments, injunctions, writs, decrees, governmental guidelines
or interpretations having the force of law, Permits, regulations, decrees, codes or executive orders enacted, issued, adopted,
promulgated or applied by or on behalf of any Governmental Authorities (collectively, “Laws”) applicable to
the Partnership or any of its Subsidiaries, except where the failure to be in compliance would not have a Material Adverse Effect.


 


(b)            Except
(i) as described in or contemplated by the Partnership Filed SEC Documents, (ii) for those that are the responsibility
of the counterparties to obtain pursuant to the terms of the charter agreements relating to the Vessels as such agreements are
currently in effect and (iii) where the failure to so possess would not, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect, the Partnership, each of its Subsidiaries (other than the Joint Venture Entities) and,
to the Knowledge of the Partnership, each of the Joint Venture Entities, holds all licenses, franchises, permits, certificates,
approvals, authorizations and registrations from Governmental Authorities necessary for the Partnership, each such Subsidiary and
each such Joint Venture Entity, as applicable, to own, lease and operate its properties and assets and necessary for the lawful
conduct of their respective businesses as each such business is now being, or at such time was, conducted (collectively, “Permits”),
and all such Permits are in full force and effect.


 


Section 3.09           Tax
Matters.


 


(a)            The
Partnership and each of its Subsidiaries has prepared (or caused to be prepared) and timely filed (taking into account valid extensions
of time within which to file) all material Tax Returns required to be filed by any of them. All such filed Tax Returns (taking
into account all amendments thereto) are true, complete and accurate in all material respects, and all material Taxes owed by the
Partnership and each of its Subsidiaries that are due (whether or not shown on any Tax Return) (i) have been duly and timely
paid or (ii) are being contested in good faith by appropriate Proceedings and have been adequately reserved against in accordance
with GAAP.


 


(b)            Neither
the Partnership nor any of its Subsidiaries has received written notice of any audits, examinations, investigations, claims or
other Proceedings in respect of any Taxes or Tax Returns of the Partnership or any of its Subsidiaries and there are no audits,
examinations, investigations, claims or other Proceedings pending, proposed (tentatively or definitely), asserted, or threatened
in writing with respect to any material Taxes payable by or with respect to the Partnership or any of its Subsidiaries.


 






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(c)           There
are no Liens for Taxes on any of the assets of the Partnership or any of its Subsidiaries other than Permitted Encumbrances.


 


(d)            None
of the Partnership or any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation”
(in each case, within the meaning of Section 355(a)(1)(A) of the Code) in any distribution occurring during the two-year
period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code (or any
similar provision of applicable Law).


 


(e)            No
deficiency for any material Tax has been proposed, threatened, asserted or assessed by any Governmental Authority in writing against
the Partnership or any of its Subsidiaries, except for deficiencies that have been satisfied by payment in full, settled or withdrawn.


 


(f)            Neither
the Partnership nor any of its Subsidiaries has waived any statute of limitations in respect of material Taxes or agreed to any
extension of time with respect to an assessment or deficiency for material Taxes (other than any waivers or extensions that are
no longer in effect or any extensions of time to file Tax Returns obtained in the Ordinary Course), and no request for such extension
or waiver is pending.


 


(g)            Neither
the Partnership nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of U.S.
Treasury Regulation Section 1.6011-4(b)(2) or comparable provision of any other applicable Tax Law.


 


(h)           The
Partnership and each of its Subsidiaries have withheld all material Taxes required to have been withheld by them in connection
with amounts paid or owed to (or any benefits or property provided to) any employee, independent contractor, creditor, shareholder
or any other third party and have complied in all material respects with all related Tax deposit and reporting requirements.


 


(i)            Neither
the Partnership nor any of its Subsidiaries is a party to a Tax allocation, sharing, indemnity or similar agreement (other than
agreements exclusively between or among the Partnership and its Subsidiaries or that were entered into in the Ordinary Course the
principal purpose of which is not the allocation or indemnification of Taxes).


 


(j)            Neither
the Partnership nor any of its Subsidiaries (i) has granted any power of attorney that will remain in force after the Closing
with respect to any matters relating to any Taxes, (ii) has applied for a ruling from a taxing authority relating to any material
Taxes or has proposed to enter into an agreement with a taxing authority relating to any material Taxes, in each case, that is
pending or (iii) has entered into any “closing agreement” as described in Section 7121 of the Code (or any
similar provision of state, local or foreign Tax Law) or been issued any private letter rulings, technical advance memoranda or
similar agreement or rulings by any taxing authority relating to material Taxes that is in effect or will be in effect after the
Closing.


 






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(k)            Neither
the Partnership nor any of its Subsidiaries has ever been a member of an affiliated, combined, consolidated or unitary Tax group
for purposes of filing any Tax Return except for a group of which the Partnership is the common parent. Neither the Partnership
nor any of its Subsidiaries has any liability for any Taxes of any Person (other than the Partnership or its Subsidiaries) under
U.S. Treasury Regulation Section 1.1502-6 or any similar provision of state, local, or non-U.S. law, or as a transferee or
successor.


 


(l)             No
claim in writing has been made by any Governmental Authority in a jurisdiction where the Partnership or its Subsidiaries does not
file Tax Returns that the Partnership or its Subsidiaries is or may be subject to Tax in that jurisdiction.


 


(m)           Neither
the Partnership nor any of its Subsidiaries (i) has a permanent establishment (within the meaning of an applicable Tax treaty),
branch, or other fixed place of business, nor (ii) has otherwise been, or deemed to be, engaged in a trade or business, in
each case, in any jurisdiction other than its own country of incorporation or formation.


 


(n)            Neither
the Partnership nor any of its Subsidiaries will be required to include any material item of income or gain in, or exclude any
material item of deduction or loss from, taxable income from any taxable period (or portion thereof) beginning after the Closing
Date as a result of (i) any change in a method of accounting for a taxable period ending on or before the Closing Date, (ii) any
installment sale or open transaction disposition, intercompany transaction or intercompany account made or existing on or before
the Closing, (iii) any prepaid amount received or deferred revenue accrued on or prior to the Closing, or (iv) any “closing
agreement” within the meaning of Section 7121 of the Code (or any corresponding or similar provision of applicable Tax
Law) executed on or before the Closing.


 


(o)           The
Partnership has made a valid election under U.S. Treasury Regulation Section 301.7701-3 to be classified as an association
taxable as a corporation for U.S. federal income tax purposes.


 


(p)            For
purposes of this Agreement, (i) “Tax” means all federal, national, provincial, state or local taxes, charges,
fees, levies, duties, tariffs, imposts, or other similar assessments or liabilities in the nature of taxes, including gross income,
net income, capital gains, gross receipts, estate, branch profits, estimated, alternative or minimum, ad valorem, value-added,
excise, real property, personal property, sales, use, transfer, stamp, registration, recording, documentary, customs, import,
export, services, withholding, employment, unemployment, severance, social security, disability, national health insurance, payroll
and franchise taxes imposed by a Governmental Authority, together with any interest, penalties, assessments or additions to tax,
whether disputed or not, imposed by any Governmental Authority; and (ii) “Tax Returns” means all reports,
returns, forms, declarations, statements or other information, including any supplement, schedule or attachment thereto and any
amendment thereof, supplied to or required to be supplied to a Governmental Authority in connection with the determination, assessment,
administration, or collection of Taxes or enforcement of any Laws related to Taxes.


 






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Section 3.10           Employee
Benefits .


 


(a)            Except
as set forth in 3.10(a) of the Partnership Disclosure Schedule, the Partnership does not have any Partnership Plans. With
respect to each Partnership Plan, the Partnership has made available to Parent a true and complete copy of the plan document and
any amendments thereto. Each Partnership Plan (i) has been established, adopted, operated, maintained and administered in
material compliance with its terms and applicable Law; (ii) if required to be registered or approved by a non-U.S. Governmental
Authority, has been registered or approved and has been maintained in good standing with applicable regulatory authorities; and
(iii) that is intended to qualify for special Tax treatment meets all requirements for such treatment.


 


(b)            Neither
the Partnership nor any ERISA Affiliate has incurred, or reasonably expects to incur, directly or indirectly, any liability under
Title IV of ERISA that has not been satisfied in full, other than liability for premiums due to the Pension Benefit Guaranty Corporation
(which premiums have been paid when due) and, to the Knowledge of the Partnership, no condition exists that would reasonably be
expected to present a material risk of incurring such liability.


 


(c)            Neither
the execution or delivery of this Agreement nor the consummation of the Transactions will, either alone or in conjunction with
any other event (i) entitle any current or former director, officer, employee or individual service provider of the Partnership
or any of its Subsidiaries to any payment or benefit (or result in the increase, accelerated vesting or payment, or funding or
accelerated funding of any such payment or benefit) or (ii) result in any “excess parachute payment” (within the
meaning of Section 280G of the Code) becoming due to any current or former director, officer, employee or individual service
provider of the Partnership or any of its Subsidiaries.


 


Section 3.11           Labor
Matters. Other than the Partnership’s Corporate Secretary, the Partnership and its Subsidiaries do not have,
and since January 1, 2020 has not had, any employees.


 


Section 3.12           Intellectual
Property.


 


(a)            The
Partnership does not own any material Intellectual Property.


 


(b)            Except
as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) the Partnership
and its Subsidiaries own or possess adequate Intellectual Property necessary to carry on their business in the manner as currently
conducted, and (ii) the Partnership and its Subsidiaries have not received any written notice of any infringement of or conflict
with asserted rights of others with respect to any Intellectual Property.


 






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Section 3.13           Anti-Takeover
Provisions. No “fair price”, “moratorium”, “control share acquisition” or
other similar anti-takeover statute or similar statute or regulation (each, a “Takeover Law”) applies to
the Partnership with respect to this Agreement or the Merger.


 


Section 3.14           Title
to Properties. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect, the Partnership and its Subsidiaries have good and valid title to, or, if applicable, valid leasehold interests in, or
valid license or right to use, all of the Partnership’s and its Subsidiaries’ assets, in each case as such property
is currently being used, subject to no security interests other than Permitted Encumbrances.


 


Section 3.15           Vessels.
Section 3.15 of the Partnership Disclosure Schedule is a true, complete and accurate list and description of all of the
Partnership’s and its Subsidiaries’ ownership interest in any vessel (each a “Vessel” and
collectively, “Vessels”), including each Vessel’s name, owner, charterer attached to it as of the
date of this Agreement, its manager, International Maritime Organization number, flag, type, date built, capacity (dwt),
gross tonnage and class.


 


(a)            Each
Vessel is properly registered in the name of the legal owner under and pursuant to the flag and law of each Vessel’s applicable
country of flagship, and all fees due and payable in connection with such registration has been paid.


 


(b)            Each
Vessel has been maintained in a proper and efficient manner in accordance with the internationally accepted standards for good
ship maintenance and shall be in good operating order, condition and repair and be seaworthy.


 


(c)            At
the time of Closing, each Vessel shall not:


 


(i)              be
under arrest or otherwise detained;


 


(ii)             other
than in the Ordinary Course, be in possession of any Person (other than such Vessel’s master and crew); or


 


(iii)            be
subject to any Lien, other than a Permitted Encumbrances.


 


(d)           At
Closing, each Vessel (other than Vessels that are in lay-up) is supplied with valid and up-to-date safety, safety construction,
safety equipment, radio, loadline, health, tonnage, trading and other certificates or documents as required under any applicable
Law and internationally accepted standards for good ship management and operations.


 


(e)            No
blacklisting or boycotting of any type has been or will have been applied or exists or will exists in respect of any Vessel.


 


(f)            Except
as disclosed in the Partnership 2020 SEC Documents there are no outstanding options or other rights to purchase any Vessel.


 






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Section 3.16           Environmental
Matters.


 


(a)            Each
of the Partnership and its Subsidiaries is in compliance with any and all applicable foreign, federal, state and local Laws and
regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning
the use, handling, storage or management of any Hazardous Materials (“Environmental Laws”), except as would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;


 


(b)            Each
of the Partnership and its Subsidiaries (i) has received all permits required of them under applicable Environmental Laws
to conduct their respective businesses as presently conducted (“Environmental Permits”) except for any such
Environmental Permits that are the responsibility of the charter parties under the charter agreements relating to the Vessels as
such agreements are currently in effect and which Environmental Permits the charter parties have obtained and (ii) are in
compliance with all terms and conditions of any such Environmental Permits, except, in each case, as would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect;


 


(c)            There
has been no known or threatened release into the environment of any Hazardous Material for which the Partnership or any of its
Subsidiaries are or could become liable, except as would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.


 


(d)            Neither
the Partnership nor any of its Subsidiaries has entered into or agreed to any consent order, decree or Contract, or are subject
to or have received any notice of violation, claim, settlement, or order, in each case relating to liability under any Environmental
Law other than any thereof that has not had, or would not reasonably expected to have, individually or in the aggregate, a Material
Adverse Effect.


 


(e)            There
are no Liens, written notices or Proceedings pending or, to the Knowledge of the Partnership, threatened regarding any actual or
potential liability under, violation of, or non-compliance with, any Environmental Law or Environmental Permit other than any liability,
violation or non-compliance that has not had, and would not reasonably expected to have, individually or in the aggregate, a Material
Adverse Effect.


 


(f)            The
Partnership has delivered or otherwise made available for inspection to Parent true, complete and correct copies and results of
any reports, data, investigations, audits, assessments, material correspondence, studies, analyses, tests or monitoring in the
possession of or reasonably available to the Partnership or any of its Subsidiaries pertaining to: (i) any unresolved liabilities
under Environmental Law; (ii) any Release of Hazardous Materials by the Partnership or any of its Subsidiaries or at any property
currently or formerly owned, operated or leased by the Partnership or any of its Subsidiaries; or (iii) the Partnership's
or any of its Subsidiaries’ compliance with applicable Environmental Laws.


 


(g)            In
the Ordinary Course, the Partnership and its Subsidiaries periodically review the effect of Environmental Laws on their business,
operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably
likely to be incurred pursuant to such Environmental Laws (including any capital or operating expenditures required for clean-up,
closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating
activities and any potential liabilities to third parties). On the basis of such review, the Partnership and its Subsidiaries have
reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate,
have a Material Adverse Effect.


 






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Section 3.17           Partnership
Material Contracts.


 


(a)            Section 3.17(a) of
the Partnership Disclosure Schedule contains a list of each Contract to which any of the Partnership or its Subsidiaries is party
or by which any of them or any of their properties or assets may be bound that is in effect as of the date of this Agreement (excluding
any Contracts to which Parent or any of its Affiliates is a party) and that falls in one or more of the following categories (collectively,
whether or not scheduled and including any such Contracts entered into after the date hereof, the “Partnership Material
Contracts”):


 


(i)            any
Contract containing covenants binding upon the Partnership or its Subsidiaries that restrict during any period of time the ability
of the Partnership or any of its Subsidiaries to compete or engage in any business or geographical area;


 


(ii)            any
Contract containing any “most favored nations,” exclusivity or similar right or undertaking in favor of any party other
than the Partnership and its Subsidiaries with respect to any material goods or services purchased or sold by the Partnership or
its Subsidiaries and that would bind Parent or any of its Subsidiaries following the Closing Date;


 


(iii)           any
Contract with any third party which provides for the purchase of energy, capacity or ancillary services from the Partnership or
any of its Subsidiaries and that (1) generated revenues from such third party in excess of $5 million in the aggregate for
the Partnership or any of its Subsidiaries during the year ended December 31, 2020 or that is expected to do so during the
year ending December 31, 2021 or (2) is expected to generate revenues from such third party in excess of $5 million in
the aggregate for the Partnership or any of its Subsidiaries over the term of such Contract;


 


(iv)           any
Contract with any third party which provides operating and maintenance, asset management or other similar project-level services
to the Partnership or any of its Subsidiaries, that involved payments by the Partnership or any of its Subsidiaries during either
of the years ended December 31, 2019 or December 31, 2020 in excess of $5 million in the aggregate or that is expected
to do so during the year ending December 31, 2021;


 






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(v)            any
(A) material warranty agreement or performance guarantee Contract, (B) operation and maintenance Contract, and (C) asset
management Contract;


 


(vi)           any
lease, sublease or similar Contract with any Person under which the Partnership or any of its Subsidiaries is a lessor or sublessor
of, or makes available for use to any Person, any interests in real property;


 


(vii)          any
Contract for the sale of any asset or collection of assets that would reasonably be expected to be material to the Partnership’s
or any of its Subsidiaries’ respective businesses in the aggregate;


 


(viii)         any
Contract involving the payment of more than $5 million in 2020 or would reasonably be expected to provide for the purchase of
more than $5 million in the aggregate in respect of the Partnership’s business in 2021 or any future year that is not terminable
at will by the Partnership or any of its Subsidiaries (or by Parent and the Surviving Entity following the Closing Date) on less
than 60 days’ notice without penalty;


 


(ix)           any
charter for any Vessel;


 


(x)            any
Contract relating to any Indebtedness of the Partnership or any of its Subsidiaries;


 


(xi)           any
Contract under which (i) any Person has directly or indirectly guaranteed or assumed Indebtedness, liabilities or obligations
of the Partnership or any of its Subsidiaries or (B) the Partnership or any of its Subsidiaries has directly or indirectly
guaranteed or assumed Indebtedness, Liabilities or obligations of another Person in excess of $5 million individually or $10 million
in the aggregate;


 


(xii)          any
material settlement or compromise of any suit, claim, proceeding or dispute relating to the Partnership or any of its Subsidiaries
that would materially and adversely impact the business currently being conducted by the Partnership or any of its Subsidiaries
at or following the Closing Date;


 


(xiii)          any
Contract establishing or providing for any material partnership, strategic alliance, joint venture or material collaboration (including
any Joint Venture Entity);


 


(xiv)         any
Contract requiring capital expenditures in excess of $5 million individually or $10 million in the aggregate;


 


(xv)          any
other Contract not made in the ordinary course that is material to the business currently being conducted by the Partnership or
any of its Subsidiaries;


 


(xvi)         any
currency, interest rate or other hedge, swap or other derivative Contract.


 






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(b)            Each
Partnership Material Contract is valid, binding and in full force and effect and is enforceable by and against the Partnership
or one of its Subsidiaries in accordance with its terms, except as has not been and would not reasonably be expected to have a
Material Adverse Effect. Except as would not have a Material Adverse Effect, each of the Partnership and its Subsidiaries has performed
all obligations required to be performed by it to date under the Partnership Material Contracts to which it is a party and is not
in breach of or default thereunder, and, to the Knowledge of the Partnership, no other party to any Partnership Material Contract
is in breach of or default thereunder, in each case in any respect that would reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect.


 


(c)            The
Partnership has made available to Parent prior to the date hereof a true and correct copy of each Partnership Material Contract
(or, if such Contract is not in written form, a true and correct summary of the material terms thereof).


 


Section 3.18           Joint
Venture Agreements. As of the date of this Agreement, (a) each agreement pursuant to which any Joint Venture Entity
is a party (the “Joint Venture Contracts”) is valid and binding on the applicable Joint Venture Entity, and
to the Knowledge of the Partnership, each other party thereto, and is in full force and effect, (b) the applicable Joint
Venture Entity, and, to the Knowledge of the Partnership, any other party thereto, has performed all material obligations required
to be performed by it under each Joint Venture Contract, (c) none of the Joint Venture Entities has received written notice
of the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a default
on the part of such Joint Venture Entity under any Joint Venture Contract, except where such default would not reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect and (d) to the Knowledge of the Partnership, there are
no events or conditions which constitute, or, after notice or lapse of time or both, will constitute, a default on the part of
any counterparty under such Joint Venture Contract, except as would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, (e) to the Knowledge of the Partnership, no Joint Venture Entity to a Joint Venture
Contract is, insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding
and (f) there are no disputes under any Joint Venture Contract, except as would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.


 


Section 3.19           Customers.
Part I of Section 3.19 of the Partnership Disclosure Schedule sets forth a true and complete list of each customer who
was one of the 10 largest sources of revenue for the Partnership and its Subsidiaries during the fiscal year ended December 31,
2020, based on amounts paid or payable, or that will reasonably be expected to be one of the ten (10) largest sources of
revenues for the Partnership and its Subsidiaries for the fiscal year ending December 31, 2021 (each, a “Significant
Customer”). Since January 1, 2020 and except as set forth in Part II of Section 3.19 of the Partnership
Disclosure Schedule, to the Knowledge of the Partnership, no Significant Customer has indicated an intention to (i) terminate
its relationship with the Partnership or its Subsidiaries or (ii) change, materially and adversely, the terms and conditions
of the time charter or time charters under which it charters any Vessel or Vessels from the Partnership or its Subsidiaries.


 






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Section 3.20            Insurance
Policies. The Partnership and its Subsidiaries carry or are entitled to the benefits
of insurance policies, with financially sound and reputable insurers, in such amounts and covering such risks as are generally
maintained by companies of established repute engaged in the same or similar business. All such insurance policies are in full
force and effect, all premiums due thereon have been paid in full, neither the Partnership nor any of its Subsidiaries
is in material breach or material default thereunder or has failed to give due and timely notice of any material claim or occurrence
under any such insurance policy, no such insurance claim has been disputed or denied by the applicable insurer, and during the
twelve (12) months prior to the date of this Agreement no notice of cancellation or termination has been received by the Partnership
or any of its Subsidiaries with respect to any such insurance policy. The Partnership and
its Subsidiaries have no reason to believe that they will not be able to (i) renew their existing insurance coverage as and
when such policies expire or (ii) obtain comparable coverage from similar institutions as may be necessary or appropriate
to conduct their business as now conducted and at a cost that would not reasonably be expected to have a Material Adverse Effect.


 


Section 3.21            Export
Controls.


 


(a)            None
of the Partnership or its Subsidiaries nor, to the Knowledge of the Partnership, any director or officer, of the Partnership or
its Subsidiaries (i) is, or is controlled or 50% or more owned by or is acting on behalf of, an individual or entity that
is currently subject to any sanctions administered or enforced by the United States (including any administered or enforced by
the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, or the Bureau of Industry and
Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, the United Kingdom (including
sanctions administered or enforced by Her Majesty’s Treasury) or other relevant sanctions authority that broadly prohibit
dealings with that individual or entity (collectively, “Sanctions” and such persons, “Sanctioned Persons”),
(ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions
that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each,
a “Sanctioned Country”). Except as disclosed in the Partnership Filed SEC Documents, none of the Partnership
nor its Subsidiaries has knowingly engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with
or in a Sanctioned Country, in the preceding 3 years where such dealings or transactions would have violated said Sanctions, nor
does any of the Partnership or its Subsidiaries have any plans to increase its dealings or transactions with or for the benefit
of Sanctioned Persons, or with or in Sanctioned Countries, where such dealings or transactions would have violated said Sanctions.


 


(b)            None
of the Partnership nor its Subsidiaries, nor, to the Knowledge of the Partnership, any director, officer, agent, employee or Affiliate
of the Partnership or its Subsidiaries is currently the subject of or engaged in any activity in violation of any U.S. Sanctions
administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 






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Section 3.22           Anti-Corruption .
Neither the Partnership nor any of its Subsidiaries nor, to the Knowledge of the Partnership, any director, officer, employee
or agent of the Partnership or any of its Subsidiaries, is aware of or has taken any action, directly or indirectly, that
could result in a violation or a sanction for violation by the Partnership, the Subsidiaries or such persons of the Foreign
Corrupt Practices Act of 1977, the U.K. Bribery Act 2010 or the Brazilian Anti-Corruption Act Law no. 12,846, each as may be
amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder; and the Partnership
and its Subsidiaries have instituted and maintain policies and procedures to ensure compliance therewith.


 


Section 3.23           Opinion
of Financial Advisor. The Conflicts Committee has received the opinion of Deutsche Bank Securities Inc. (“Conflicts
Committee Financial Advisor”) to the effect that, as of the date of such opinion and subject to the various assumptions,
qualifications and limitations set forth therein, the Common Unit Consideration was fair, from a financial point of view, to the
Common Unitholders (other than Excluded Persons as defined therein). It is agreed and understood that such opinion is for the
benefit of the Conflicts Committee and, as to matters on which the Partnership Board is acting based on the recommendation of
the Conflicts Committee, the Partnership Board, and may not be relied on by Parent or Merger Sub for any purpose.


 


Section 3.24            Brokers
and Other Advisors. Except for the Conflicts Committee Financial Advisor, no broker, investment banker, financial advisor
or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission,
or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by
or on behalf of the Partnership or any of its Subsidiaries. The Partnership is solely responsible for the fees and expenses of
the Conflicts Committee Financial Advisor as and to the extent set forth in the engagement letter dated December 11, 2019,
as amended on February 26, 2020, August 28, 2020, and January 10, 2021. The Partnership has previously delivered
to Parent a complete and accurate copy of each such engagement letter with the Conflicts Committee Financial Advisor.


 


Section 3.25            No
Other Representations or Warranties.


 


(a)            Except
for the representations and warranties made by the Partnership in this Article III, neither the Partnership nor any
other Person makes any other express or implied representation or warranty with respect to the Partnership or any of its Subsidiaries
or Joint Venture Entities or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or
prospects, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Representatives of any documentation,
forecasts or other information with respect to any one or more of the foregoing, and each of Parent and Merger Sub acknowledge
the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties
made by the Partnership in this Article III, neither the Partnership nor any other Person makes or has made any express
or implied representation or warranty to Parent, Merger Sub or any of their respective Representatives with respect to (a) any
financial projection, forecast, estimate, budget or prospect information relating to the Partnership, any of its Subsidiaries or
their respective businesses, (b) any judgment based on actuarial principles, practices or analyses by any Person or as to
the future satisfaction or outcome of any assumption or otherwise concerning reserves for losses, loss adjustment expenses or uncollectible
reinsurance or (c) any oral or written information presented to Parent, Merger Sub or any of their respective Representatives
in the course of their due diligence investigation of the Partnership, the negotiation of this Agreement or the course of the Transactions.


 






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(b)            Notwithstanding
anything to the contrary contained in this Agreement, the Partnership and the General Partner acknowledge and agree that neither
the Parent nor Merger Sub, nor any Affiliate or Representative of either of them, has made or is making any representation or warranty
relating to Parent, any of its Subsidiaries or Merger Sub, whatsoever, express or implied, beyond those expressly given by Parent
and Merger Sub in Article IV, including any implied representation or warranty as to the accuracy or completeness of
any information regarding Parent and its Subsidiaries furnished or made available to the Partnership or any of its Representatives
and that neither the Partnership nor the General Partner has relied on any such other representation or warranty not set forth
in Article IV. Without limiting the generality of the foregoing, the Partnership and the General Partner acknowledge
that, other than as set forth in Article IV, no representations or warranties are made with respect to any projections,
forecasts, estimates, budgets or other information that may have been made available to the Partnership or any of its Representatives
(including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form
in expectation of, or in connection with, the Transactions or the GP Transfer) and that neither the Partnership nor the General
Partner has relied on any such other representation or warranty not set forth in Article IV.


 


Article IV


 


Representations
and Warranties of Parent and Merger Sub


 


Parent and Merger Sub
jointly and severally represent and warrant to the Partnership that, except as (A) set forth in the disclosure schedule delivered
by Parent to the Partnership on the date of this Agreement (the “Parent Disclosure Schedule”) (it being understood
that any information set forth on one section or subsection of the Parent Disclosure Schedule shall be deemed to apply to and qualify
the section or subsection of this Agreement to which it corresponds in number and each other section or subsection of this Agreement
to the extent that it is reasonably apparent on the face of such disclosure that such information is relevant to such other section
or subsection), or (B) disclosed in any report, schedule, form, statement or other document filed with, or furnished to, the
SEC since January 1, 2018 by Parent and publicly available prior to the date of this Agreement (the “Parent Filed
SEC Documents”), excluding disclosure (other than statements of fact) contained in the “Risk Factors” or
 “Forward-Looking Statements” sections of such Parent Filed SEC Documents or that otherwise constitute forward looking
statements of risks:


 


Section 4.01           Organization;
Standing. Parent is a corporation duly organized, validly existing and in good standing under the Laws of
Delaware and Merger Sub is a limited liability company duly formed, validly existing and in good standing under the Laws of
the Republic of the Marshall Islands. Each of Parent and Merger Sub has all requisite power and authority necessary to carry
on its business as it is now being conducted and to own, lease and operate its assets and properties, except (other than with
respect to the due organization and valid existence of Parent and Merger Sub) as would not reasonably be expected to have,
individually or in the aggregate, a Parent Material Adverse Effect.


 






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Section 4.02           Authority;
Noncontravention.


 


(a)            Each
of Parent and Merger Sub has all necessary power and authority to execute and deliver this Agreement and to perform its obligations
hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement
and the consummation by Parent and Merger Sub of the Transactions, have been duly and unanimously authorized and approved by the
Board of Directors of Parent and the sole member of Merger Sub, and no other corporate or limited liability company action on the
part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this
Agreement and the consummation by Parent and Merger Sub of the Transactions, other than filing the Certificate of Merger with the
Registrar of Corporations of the Republic of the Marshall Islands and the approval of this Agreement by GP Buyer in its capacity
as sole member of Merger Sub (which approval shall be provided by the written consent of Parent immediately following execution
of this Agreement). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization,
execution and delivery hereof by the Partnership, constitutes a legal, valid and binding obligation of each of Parent and Merger
Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. The Board of
Directors of Parent has unanimously, and the sole member of Merger Sub has, (i) determined that the Merger, on the terms and
subject to the conditions set forth herein, is fair to, and in the best interests of, Parent and Merger Sub and their respective
shareholders and members, and (ii) adopted resolutions that have approved this Agreement and the Merger, and such resolutions
have not been subsequently rescinded, modified or withdrawn in any way.


 


(b)            None
of (i) the execution and delivery of this Agreement by Parent and Merger Sub, (ii) the consummation by Parent of Merger
Sub of the Transactions, or (iii) performance or compliance by Parent or Merger Sub with any of the terms or provisions hereof,
will (A) contravene, conflict with or violate any provision (1) of the Parent Organizational Documents or (2) of
the similar organizational documents of any of Parent’s Subsidiaries or (B) assuming (1) compliance with the matters
set forth in Section 3.03(b) (other than Section 3.03(b)(ii)(A)) (and assuming the accuracy of the
representations and warranties made in such Section 3.03(b)), (2) that the actions described in Section 4.02(a) have
been completed, (3) that the authorizations, consents and approvals referred to in Section 4.03 and, in the case
of Merger Sub, the approval of this Agreement and the Merger by GP Buyer in its capacity as sole member of Merger Sub are obtained
and (4) that the filings referred to in Section 4.03 are made and any waiting periods thereunder have terminated
or expired, in the case of each of the foregoing clauses (1) through (4), prior to the Effective Time, (x) violate any
Law applicable to Parent, Merger Sub or any of Parent’s Subsidiaries, (y) violate or constitute a breach of or default
(with or without notice or lapse of time or both) under any of the terms, conditions or provisions of any Contract to which Parent,
Merger Sub or any of Parent’s Subsidiaries is a party or by which any of the assets or properties of Parent, Merger Sub or
any of Parent’s Subsidiaries, as applicable, are bound, or give rise to any right to terminate, cancel, amend, modify or
accelerate Parent’s or, if applicable, any of its Subsidiaries’ rights or obligations under any such Contract or (z) result
in the creation of any Lien on any properties or assets of Parent, Merger Sub or any of Parent’s Subsidiaries, except, in
the case of clause (A)(2) and clause (B), as would not reasonably be expected to have a Parent Material Adverse Effect.


 






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(c)            The
approval of this Agreement and the Merger by the sole member of Merger Sub is the only vote or approval of the holders of any class
or series of equity interests of Merger Sub that is necessary to approve this Agreement and the Merger.


 


Section 4.03            Governmental
Approvals. Except for (a) compliance with the applicable requirements of the Exchange Act, (b) compliance
with the rules and regulations of the Nasdaq, (c) the filing of (i) the Certificate of Merger with the Registrar
of Corporations of the Republic of the Marshall Islands and (ii) appropriate documents with the relevant authorities of other
jurisdictions in which the Partnership or any of its Subsidiaries is qualified to do business, and (d) such other consents,
approvals, filings, authorizations, declarations or registrations as are required to be made or obtained under any non-U.S. Antitrust
Laws, no consent or approval of, or filing, license, permit or authorization, declaration or registration with, or notification
to, or waiver from, any Governmental Authority is necessary for the execution and delivery of this Agreement by Parent and Merger
Sub, the performance by Parent and Merger Sub of their obligations hereunder and the consummation by Parent and Merger Sub of
the Transactions, other than such other consents, approvals, filings, licenses, permits or authorizations, declarations, registrations,
notifications or waivers that, if not obtained, made or given, would not reasonably be expected to have, individually or in the
aggregate, a Parent Material Adverse Effect.


 


Section 4.04            Ownership
and Operations of Merger Sub. Parent owns, indirectly, beneficially and of record all of the outstanding equity of
Merger Sub, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no
assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions,
and prior to the Effective Time, will not have engaged in any business activities other than those relating to the Transactions.


 


Section 4.05            Sufficient
Funds. Parent will have available to it at the Effective Time, sufficient funds for the satisfaction of all of Parent’s
obligations under this Agreement, including the payment of the aggregate Common Unit Consideration and all related fees and expenses
required to be paid by Parent or Merger Sub pursuant to the terms of this Agreement.


 


Section 4.06            Brokers
and Other Advisors. No broker, investment banker, financial advisor or other Person is entitled to any broker’s,
finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses in connection therewith,
in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries, except
for Persons, if any, whose fees and expenses will be paid by Parent.


 


Section 4.07            Ownership
of Partnership Securities. As of the date of this Agreement, neither Parent nor any of its Subsidiaries owns any Partnership
Securities other than the beneficial ownership of the Partnership Securities that may be deemed to result from the Support Agreement.


 






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Section 4.08            No
Other Representations or Warranties.


 


(a)            Except
for the representations and warranties made by Parent and Merger Sub in this Article IV, neither Parent nor Merger
Sub nor any other Person makes any other express or implied representation or warranty with respect to Parent or any of its Subsidiaries
or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding
the delivery or disclosure to the Partnership or any of its Representatives of any documentation, forecasts or other information
with respect to any one or more of the foregoing, and the Partnership acknowledges the foregoing. In particular, and without limiting
the generality of the foregoing, except for the representations and warranties made by Parent and Merger Sub in this Article IV,
neither Parent nor Merger Sub nor any other Person makes or has made any express or implied representation or warranty to the
Partnership or any of its Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect
information relating to Parent or any of its Subsidiaries or their respective businesses, (b) any judgment based on actuarial
principles, practices or analyses by any Person or as to the future satisfaction or outcome of any assumption or otherwise concerning
reserves for losses, loss adjustment expenses or uncollectible reinsurance or (c) any oral or written information presented
to the Partnership or any of its Representatives in the course of their due diligence investigation of Parent, the negotiation
of this Agreement or the course of the Transactions.


 


(b)            Notwithstanding
anything to the contrary contained in this Agreement, Parent and Merger Sub acknowledge and agree that neither the Partnership
nor the General Partner, nor any Affiliate or Representative of either of them, has made or is making any representation or warranty
relating to the Partnership, any of its Subsidiaries or Joint Venture Entities, or the General Partner, whatsoever, express or
implied, beyond those expressly given by the Partnership and the General Partner in Article III or the Transfer Agreement,
including any implied representation or warranty as to the accuracy or completeness of any information regarding the Partnership,
its Subsidiaries and/or Joint Venture Entities furnished or made available to Parent or any of its Representatives and that neither
Parent nor Merger Sub has relied on any such other representation or warranty not set forth in Article III or the
Transfer Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub acknowledge that, other than as set
forth in Article III or the Transfer Agreement, no representations or warranties are made with respect to any projections,
forecasts, estimates, budgets or other information that may have been made available to Parent or any of its Representatives (including
in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation
of, or in connection with, the Transactions or the GP Transfer) and that neither Parent nor Merger Sub has relied on any such
other representation or warranty not set forth in Article III or the Transfer Agreement.


 






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Article V


 


Additional
Covenants and Agreements



 


Section 5.01     Conduct
of Business of the Partnership and its Subsidiaries.


 


(a)            Except
as expressly provided by this Agreement, as set forth in Section 5.01(a) of the Partnership Disclosure Schedule, as
may be required by applicable Law or as expressly consented to in writing by Parent (such consent not to be unreasonably withheld,
conditioned or delayed), from the date of this Agreement until the Closing (the “Pre-Closing Period”), the
Partnership and its Subsidiaries shall use commercially reasonable efforts to, (i) conduct each of the Partnership’s
and its Subsidiaries’ respective businesses in the Ordinary Course in all material respects, (ii) preserve the Partnership’s
and its Subsidiaries’ assets, and (iii) maintain the goodwill and reputation of the Partnership’s and its Subsidiaries’
respective businesses in all material respects; provided that this Section 5.01(a) shall not prohibit
the Partnership or any of its Subsidiaries or Joint Venture Entities from taking commercially reasonable actions outside of the
Ordinary Course in response to changes or developments resulting from COVID-19 or any COVID-19 Measures; provided, further,
however, that prior to taking any such action outside of the Ordinary Course, the Partnership shall consult with Parent
and consider in good faith the views of Parent regarding any such proposed action.


 


(b)            Without
limiting the generality of Section 5.01(a), and except for (x) as otherwise expressly provided in this Agreement,
(y) as set forth in Section 5.01(b) of the Partnership Disclosure Schedule, or (z) as expressly consented
to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period,
the Partnership will not, nor will the Partnership permit any of its Subsidiaries to:


 


(i)            sell,
pledge, dispose of, transfer, lease, license, guarantee or encumber, or authorize the sale, pledge, disposition, transfer, lease,
license, guarantee or encumbrance of, (x) any Vessel (other than entering into a Charter for a term of 12 months or less
in the Ordinary Course or Permitted Encumbrances) or (y) any other asset (other than in the Ordinary Course or Permitted
Encumbrances);


 


(ii)           (A) issue,
sell, transfer, pledge or dispose of any equity interests in the Partnership, (B) split, combine, reclassify, redeem, repurchase,
acquire (directly or indirectly) or encumber any Common Units, or (C) declare, set aside or pay any distribution in respect
of any outstanding capital stock of, or other equity interests in, or other securities or obligations convertible (whether currently
convertible or convertible only after the passage of time or the occurrence of specific events) into or exchangeable for any equity
interests of, the Partnership or any of its Subsidiaries, in each case other than as provided in Section 5.15;


 


(iii)          make
or authorize capital expenditures outside the Ordinary Course exceeding $5 million in the aggregate;


 


(iv)          other
than transactions solely between the Partnership and its wholly owned Subsidiaries or solely between its wholly owned Subsidiaries,
(A) make any acquisition (including by merger or amalgamation) of the capital stock or assets of any other Person for consideration
in excess of $2 million for any such acquisition or $5 million in the aggregate for all such acquisitions or (B) sell or
lease to any Person, in a single transaction or series of related transactions, any of its properties or assets whose value or
purchase price exceeds $5 million in the aggregate, except (x) leases and subleases of real property owned by the Partnership
or its Subsidiaries and leases of real property under which the Partnership or any of its Subsidiaries is a tenant or a subtenant
and voluntary terminations or surrenders of such leases and (y) other transactions in the Ordinary Course;


 



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(v)           change
in any material respect its accounting policies or procedures, except insofar as may be required (A) by GAAP (or any interpretation
thereof), including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar
organization, or (B) by Law, including Regulation S-X under the Securities Act;


 


(vi)          (A) amend
the Partnership Charter or the Partnership Agreement or (B) amend the comparable organizational documents of any Subsidiary
in a manner that would reasonably be expected to prevent or to impede, interfere with, hinder or delay in any material respect
the consummation of the Transactions (with respect to both clauses (A) and (B), whether by merger, amalgamation, consolidation
or otherwise);


 


(vii)         adopt
a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization
or other reorganization of the Partnership or any of its Subsidiaries;


 


(viii)        (A) enter
into or materially modify any Partnership Material Contract, other than in the Ordinary Course, (B) enter into any Contract
that would limit or otherwise restrict the Partnership, any of its Subsidiaries or any of their successors, or any of their respective
properties or assets, or that would, after the Effective Time, limit or otherwise restrict Parent or any of its Subsidiaries (including
the Surviving Entity) or any of their successors, or any of their respective properties or assets, from engaging or competing
in any line of business, in any geographic area or with any Person in any material respect or (C) terminate, cancel or request
any material change in any Partnership Material Contract other than in the Ordinary Course or (D) enter into or assume any
Contract that if in effect on the date hereof would be such a Partnership Material Contract other than in the Ordinary Course,
including, in each of clauses (A) through (D), any Contract for any modification of any Vessel;


 


(ix)          directly
or indirectly repurchase, prepay, incur or assume any Indebtedness for borrowed money, guarantee any Indebtedness for borrowed
money or enter into any similar agreement in respect of Indebtedness for borrowed money (including the issuance of any debt securities,
warrants or other rights to acquire any debt security), except for (A) Indebtedness for borrowed money incurred in the Ordinary
Course not to exceed $5 million individually or $10 million in the aggregate, (B) drawdowns or prepayments under any existing
Indebtedness or other facilities or agreements made available to Parent prior to the execution of this Agreement or borrowings
in the Ordinary Course or (C) refinancings or replacements of any such Indebtedness for borrowed money or agreements in respect
of Indebtedness for borrowed money in the Ordinary Course;


 






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(x)           enter
into any new Contract with respect to the terminaling, transport, throughput, storage, heating, blending, mixing or sale of petroleum
products, other hydrocarbons or other substances other than in the Ordinary Course;


 


(xi)           grant
any Lien (other than Permitted Encumbrances) on any of its material assets other than to secure Indebtedness;


 


(xii)          settle
any Action, in each case made or pending against the Partnership or any of its Subsidiaries, or any of their officers and directors
in their capacities as such, other than the settlement of Actions which, in any event (A) is solely for monetary damages
for an amount not to exceed $5 million for any such settlement individually or $10 million in the aggregate, (B) does not
compromise or waive any material claims or rights of the Partnership or its Subsidiaries, or (C) would not be reasonably
expected to prohibit or restrict the Partnership and its Subsidiaries from operating their business in the same manner in all
material respects as operated on the date of this Agreement;


 


(xiii)        except
as required by Law, (A) make (if inconsistent with past practice), change or rescind any material election in respect of
Taxes, (B) amend any material Tax Return, (C) extend or waive, or agree to extend or waive, any statute of limitation
with respect to the assessment, determination or collection of any material amount of Taxes (other than pursuant to extensions
of time to file Tax Returns obtained in the Ordinary Course), (D) enter into a “closing agreement” within the
meaning of Section 7121 of the Code (or any corresponding or similar provision of applicable Law in respect of Taxes) with
any Governmental Authority regarding any material Tax liability or assessment, (E) settle, resolve or otherwise dispose of
any material claim or Proceeding relating to Taxes or surrender a right to a material Tax refund, or (F) change any material
method of accounting for U.S. federal income or foreign tax purposes;


 


(xiv)        abandon,
dispose of, or permit to lapse any material Intellectual Property owned by the Partnership or its Subsidiaries, or disclose any
material trade secret or other material confidential information of the Partnership or any of its Subsidiaries in a manner that
would result in the loss of confidentiality thereof, in each case other than in the Ordinary Course;


 






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(xv)         except
to the extent required pursuant to any Partnership Plan as in effect on the date of this Agreement, (i) establish, adopt,
enter into, amend, terminate, or take any action to accelerate rights under, any Partnership Plan or plan, program, policy, practice,
agreement or arrangement that would be a Partnership Plan if it had been in effect on the date of this Agreement; (ii) grant
or pay, or commit to grant or pay, any bonus, incentive or profit-sharing award or payment to any current or former director,
officer, employee or individual service provider of the Partnership or any of its Subsidiaries; (iii) increase, or commit
to increase, the amount of the wages, salary, bonuses, commissions, fringe benefits, severance or other compensation (including
equity or equity-based compensation, whether payable in stock, cash or other property), benefits or remuneration payable to any
current or former director, officer, employee or individual service provider of the Partnership or any of its Subsidiaries; (iv) take
any action to accelerate any payment or benefit, the vesting of any equity or equity-based award or the funding of any payment
or benefit, payable or to become payable to any current or former director, officer, employee or individual service provider of
the Partnership or any of its Subsidiaries; (v) enter into any employment, severance, change in control, retention, individual
consulting or similar agreement with any current or former director, officer, employee or individual service provider of the Partnership
or any of its Subsidiaries; (vi) except as may be required by GAAP, materially change any actuarial or other assumptions
used to calculate funding obligations with respect to any Partnership Plan, make any voluntary contributions to a Partnership
Plan that are outside the Ordinary Course or materially change the manner in which contributions to such Partnership Plans are
made or the basis on which such contributions are determined; or (vii) hire, engage, promote or terminate (other than for
cause) any employee, officer or other individual service provider; or


 


(xvi)        authorize
any of, or commit or agree, in writing or otherwise, to take any of, the foregoing actions.


 


(c)            Nothing
contained in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the Partnership’s
or its Subsidiaries operations prior to the Effective Time.


 


(d)            The
Partnership shall not (i) enter into or materially modify any Joint Venture Contract, (ii) redeem, purchase, sell, transfer
or otherwise acquire or dispose of, or offer to purchase, redeem, sell, transfer or otherwise acquire or dispose of, directly
or indirectly, any equity interests or any securities convertible or exchangeable into or exercisable for any equity interests
or any bonds, debentures, notes or other indebtedness of any Joint Venture Entity held by the Partnership or its Subsidiaries,
(iii) grant any Person any right or option to acquire any securities or equity interest of any Joint Venture Entity held
by the Partnership or its Subsidiaries or (iv) enter into any Contract, understanding or arrangement with respect to the
sale, voting, registration or repurchase of the securities or equity interests of any Joint Venture Entity held by the Partnership
or its Subsidiaries.


 









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Section 5.02     Preparation
of the Proxy Statement; Partnership Unitholders’ Meeting.


 



(a)            As
promptly as reasonably practicable after the execution of this Agreement and subject to applicable Law, the Partnership shall
prepare the Proxy Statement and shall use its reasonable best efforts to (i) set a record date for the Partnership Unitholders’
Meeting as of the date that is no more than 10 days following the date of this Agreement (or if such date is not a Business Day,
the next Business Day) and (ii) cause the Proxy Statement to be disseminated to the Common Unitholders as promptly as reasonably
practicable after the date of this Agreement; provided that, in any event, the Proxy Statement shall be disseminated no
later than 21 days following the date of this Agreement. Subject to Section 5.04, the Partnership Board shall make
the Partnership Board Recommendation to the Partnership’s Common Unitholders and shall include such recommendation in the
Proxy Statement. Parent shall provide to the Partnership all information concerning Parent and Merger Sub and their respective
Affiliates as may be reasonably requested by the Partnership in connection with the Proxy Statement and shall otherwise assist
and cooperate with the Partnership in the preparation of the Proxy Statement. If at any time prior to the Partnership Unitholders’
Meeting, any information relating to the Partnership, Parent or Merger Sub or any of its Affiliates, officers or directors, is
discovered by the Partnership or Parent, respectively, that should be set forth in an amendment or supplement to the Proxy Statement,
so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading. Prior to any dissemination of the Proxy Statement to the Common Unitholders the Partnership shall provide Parent
with a reasonable opportunity to review and to propose comments on such document or response, which the Partnership shall consider
in good faith. The Partnership or Parent, as the case may be, shall promptly notify the other, and to the extent required by applicable
Law, the Partnership shall amend or supplement the Proxy Statement and disseminate such amendment or supplement to its Common
Unitholders, as applicable.


 


(b)            Notwithstanding
any Adverse Recommendation Change but subject to Section 5.02(a) and applicable Law and to the extent not prohibited
by any Judgment, the Partnership shall take all necessary actions in accordance with applicable Law, the Partnership Charter,
the Partnership Agreement and the rules of Nasdaq to establish a record date for, duly call, give notice of, convene and
use its reasonable best efforts to hold a special meeting of its Common Unitholders (including any adjournment, recess or postponement
thereof, the “Partnership Unitholders’ Meeting”) for the purpose of obtaining the Partnership Unitholder
Approval, as soon as reasonably practicable after disseminating the Proxy Statement in accordance with Section 5.02(a) above;
provided that, in any event, the Partnership shall hold a special meeting of its Common Unitholders no later than 21 days
after disseminating the Proxy Statement, subject to any adjournment of the Partnership Unitholders’ Meeting in accordance
with this Agreement. The Partnership shall use its reasonable best efforts to obtain the Partnership Unitholder Approval. Notwithstanding
anything to the contrary contained in this Agreement, the Partnership may adjourn, recess or postpone the Partnership Unitholders’
Meeting (i) to allow reasonable additional time for the filing or mailing of any supplement or amendment to the Proxy Statement
that the Partnership, after consultation with Parent and outside legal counsel, has determined is required under applicable Law
or the Partnership Agreement and for such supplement or amendment to be disseminated and reviewed by the Common Unitholders in
advance of the Partnership Unitholders’ Meeting, (ii) to the extent required by a court of competent jurisdiction in
connection with any Proceeding in connection with this Agreement or the Transactions, (iii) if as of the time for which the
Partnership Unitholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Common
Units represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Partnership Unitholders’
Meeting, (iv) to solicit additional proxies if necessary in order to obtain the Partnership Unitholder Approval, or (v) if,
at the time notice by the Conflicts Committee or Partnership Board is required to be given with respect to the Partnership Board’s
intention to effect an Adverse Recommendation Clause in accordance with Section 5.03(b)(i) below, there are less
than 5 Business Days before the Partnership Unitholders’ Meeting, to allow the Partnership Unitholders’ Meeting to
be adjourned, recessed or postponed until such date as would provide Parent with the benefit of the full Partnership Notice Period;
provided that the Partnership shall not adjourn, recess or postpone the Partnership Unitholders’ Meeting (or any
adjournment or postponement thereof) pursuant to the foregoing clauses (iii) or (iv) for more than 10 Business Days
in the aggregate after the date of such meeting (or any adjournment or postponement thereof) without Parent’s prior written
consent (which consent shall not be unreasonably withheld, delayed or conditioned); provided, further, that in each
case, the Partnership shall not be permitted to postpone or adjourn the Partnership Unitholders’ Meeting to a date after
the date that is 2 Business Days prior to the Termination Date. The Partnership agrees that no matters shall be brought before
the Partnership Unitholders’ Meeting other than the approval of this Agreement and customary procedural matters (including
a proposal to adjourn the meeting to allow additional solicitation of votes).


 






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(c)            Unless
this Agreement is validly terminated in accordance with Article VII, the Partnership shall submit this Agreement to
the Common Unitholders for approval at the Partnership Unitholders’ Meeting even if the Partnership Board (acting on the
recommendation of the Conflicts Committee) shall have effected a Partnership Adverse Recommendation Change.


 


Section 5.03      Adverse
Recommendation Change.


 


(a)            Except
as permitted by this Section 5.03, the Partnership Board (acting on the recommendation of the Conflicts Committee)
shall not (i) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent,
the Partnership Board Recommendation or (ii) fail to include the Partnership Board Recommendation in the Proxy Statement
(the taking of any action described in clauses (i) or (ii) being referred to as an “Adverse Recommendation
Change”). Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by the Partnership’s
or the General Partner’s Subsidiaries, or the Partnership’s or the General Partner’s Representatives, other
than any violation caused by or at the direction of Parent, shall be deemed to be a breach of this Section 5.03 by
the Partnership and the General Partner.


 


(b)            Notwithstanding
anything to the contrary in this Agreement, at any time prior to obtaining the Partnership Unitholder Approval, and subject to
compliance in all material respects with this Section 5.03(b), the Partnership Board (acting on the recommendation
of the Conflicts Committee) may make an Adverse Recommendation Change if, and only if, (A) a Partnership Intervening Event
has occurred and the Partnership Board (acting on the recommendation of the Conflicts Committee after consulting with its financial
advisor and outside legal counsel) has determined in good faith, after consulting with its outside legal counsel, that the failure
to take such action would reasonably be expected to constitute a breach of its duties under the Partnership Agreement or applicable
Law, or (B) the Partnership receives a Takeover Proposal and the Partnership Board (acting on the recommendation of the Conflicts
Committee after consulting with its financial advisor and outside legal counsel) has determined in good faith, after consulting
with its outside legal counsel) that such Takeover Proposal constitutes a Superior Proposal and that the failure to take such
action would reasonably be expected to constitute a breach of its duties under the Partnership Agreement or applicable Law; provided,
however, that the Partnership Board (acting on the recommendation of the Conflicts Committee) may not effect an Adverse
Recommendation Change pursuant to the foregoing clause (A) or (B) unless:


 






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(i)            the
Conflicts Committee or Partnership Board has provided prior written notice to Parent specifying in reasonable detail the reasons
for such action at least 5 Business Days in advance of the Partnership Board’s intention to take such action with respect
to an Adverse Recommendation Change (the period inclusive of all such days, the “Partnership Notice Period”);
and


 


(ii)            during
the Partnership Notice Period, the Conflicts Committee has negotiated, and has used its reasonable best efforts to cause its financial
advisor and outside legal counsel to negotiate, with Parent in good faith (to the extent Parent desires to negotiate) to make
such adjustments in the terms and conditions of this Agreement so that the failure of the Partnership Board (acting on the recommendation
of the Conflicts Committee) to effect such Adverse Recommendation Change would not be inconsistent with its duties under the Partnership
Agreement or applicable Law; provided, however, that the Conflicts Committee shall take into account all changes
to the terms of this Agreement proposed by Parent in determining whether to recommend an Adverse Recommendation Change to the
Partnership Board.


 


Section 5.04     No
Solicitation by the Partnership


 


(a)            The
Partnership shall, and shall cause each of its Subsidiaries and Affiliates, and shall use its reasonable best efforts to cause
its Representatives to, immediately cease any solicitation, encouragement, discussions or negotiations with respect to a Takeover
Proposal that are ongoing on or prior to the date of this Agreement and shall promptly request from each Person that has executed
a confidentiality agreement with the Partnership within the one-year period prior to and ending on the date of this Agreement
in connection with its consideration of making a Takeover Proposal (an “Existing Confidentiality Agreement”)
that it promptly return or destroy (as provided in the terms of the applicable Existing Confidentiality Agreement) any non-public
information concerning the Partnership or any of its Subsidiaries previously furnished or made available to such Person or any
of its Representatives by or on behalf of the Partnership, its Affiliates or its Representatives. The Partnership shall promptly
inform its Representatives of the Partnership’s obligations under this Section 5.04 and shall be liable for
any action taken by any Representative of the Partnership at the direction of the Partnership that, if taken by the Partnership,
would constitute a breach of this Section 5.04. Upon becoming aware of any action by any Representative of the Partnership
that would constitute a breach of this Section 5.04 if taken by the Partnership, the Partnership shall stop any such
Representative from continuing to take such action, directly or indirectly.


 






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(b)            Notwithstanding
anything in the foregoing to the contrary subject to the Partnership’s compliance with the provisions of this Section 5.04,
including (in the case of a Takeover Proposal) the execution and delivery of an Acceptable Confidentiality Agreement, the Partnership
and its Representatives and the Partnership Board shall be permitted to, at any time prior to obtaining the Partnership Unitholder
Approval, in response to a bona fide written Takeover Proposal that was delivered to the Partnership after the date of this Agreement
and did not result from any breach of this Section 5.04 take the following actions:


 


(i)            engage
in discussions or negotiations with the Person (and its Representatives) who has made such Takeover Proposal regarding such Takeover
Proposal, if the Partnership Board (acting upon the recommendation of the Conflicts Committee after consulting with its financial
advisor and outside legal counsel) determines (A) in good faith, after consultation with its outside legal counsel, that
such Takeover Proposal constitutes, or is reasonably likely to result in, a Superior Proposal and (B) after consulting with
its outside legal counsel, that the failure to do so would reasonably be expected to constitute a breach of its duties under the
Partnership Agreement or applicable Law; or


 


(ii)            furnish
or disclose any information relating to the Partnership or any of its Subsidiaries to the Person who has made such Takeover Proposal
(and its Representatives), if the Partnership Board (acting upon the recommendation of the Conflicts Committee after consulting
with its financial advisor and outside legal counsel) determines (A) in good faith, after consulting with its outside legal
counsel, that such Takeover Proposal constitutes, or is reasonably likely to result in, a Superior Proposal (B) after consulting
with its outside legal counsel, that the failure to do so would reasonably be expected to constitute a breach of its duties under
the Partnership Agreement or applicable Law, but only so long as the Partnership has caused such Person to enter into an Acceptable
Confidentiality Agreement; provided that all such information (other than non-intentional, immaterial omissions therefrom)
has previously been provided to Parent or is provided to Parent prior to or concurrently with the time it is provided to such
Person.


 


(c)            From
and after the date of this Agreement, the Partnership shall notify Parent promptly (and in no event later than 24 hours after
receipt by, or communication to, the Partnership or its Representatives) upon receipt of any Takeover Proposal or inquiry, indication,
proposal or offer by any Person that would reasonably be expected to result in a Takeover Proposal after the date of this Agreement.
The Partnership shall provide Parent promptly with the identity of such Person, a description of the terms of such Takeover Proposal,
inquiry, indication, proposal or offer, and provide to Parent promptly (and in no event later than 24 hours after receipt by,
or communication to, the Partnership or its Representatives) unredacted copies of all material correspondence or other material
written documentation with respect thereto (and written summaries of any material oral communications). The Partnership shall
keep Parent reasonably informed on a prompt basis (24 hours) of any material developments regarding any such Takeover Proposal,
inquiry, indication, proposal or offer. Notwithstanding the foregoing, in the event that the Partnership does not provide the
notice or information required to be provided by it to Parent under this Section 5.04(d) within the required
24 hour period, such failure shall not in any circumstance constitute a material breach under this Agreement if the Partnership
shall provide such notice or information within an additional 24 hour period (provided, however, that for the avoidance of doubt,
the foregoing shall not be read to imply that the failure to provide such notice or information within such additional 24 hour
period shall necessarily constitute a material breach under this Agreement).


 






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(d)            Notwithstanding
anything to the contrary in this Agreement, the Partnership Board shall be permitted to make any required public disclosure if
it determines, after consultation with outside legal counsel, that the failure to do so would reasonably be expected to constitute
a breach of its duties under the Partnership Agreement or applicable Law; it being understood, however, that this Section 5.04(d) shall
not be deemed to permit the Partnership Board to make an Adverse Recommendation Change. Any public disclosure by the Partnership
or the Partnership Board or any committee thereof relating to a Takeover Proposal (other than a “stop, look and listen”
communication of the type contemplated by Rule 14d-9(f) under the Exchange Act or a statement that the Partnership Board
has received and is currently evaluating such Takeover Proposal) shall be deemed to be an Adverse Recommendation Change by the
Partnership Board, unless the Partnership Board reaffirms the Partnership Board Recommendation in such disclosure.


 


Section 5.05      Reasonable
Best Efforts.


 


(a)            Subject
to the terms and conditions of this Agreement, each of the parties hereto shall cooperate with the other parties and use (and
shall cause their respective Subsidiaries to use) their respective reasonable best efforts (unless, with respect to any action,
another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions,
and do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or
advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make
effective, in the most expeditious manner reasonably practicable, the Transactions, including (A) preparing and filing promptly
all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information,
applications and other documents and (B) executing and delivering any additional instruments necessary to consummate the
Transactions, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations
from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions, including any such
approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations required under applicable
Antitrust Laws, (iii) take all steps that are necessary, proper or advisable to avoid any Actions by any Governmental Authorities
with respect to this Agreement or the Transactions and (iv) defend or contest in good faith any Action by any third party
(excluding any Governmental Authority), whether judicial or administrative, challenging this Agreement or that would otherwise
prevent or materially delay the consummation of the Transactions; provided that nothing in this Section 5.05
or otherwise in this Agreement shall require (and reasonable best efforts or commercially reasonable efforts shall in no event
require) Parent or any of its Affiliates to (x) litigate any Action by or on behalf of any Governmental Authority seeking
to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions or (y) take or refrain from or
to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including
this Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would or would reasonably
be expected to result, individually or in the aggregate, in a Burdensome Condition; provided, further, that without
the prior written consent of Parent, the Partnership and its Affiliates shall not take or refrain from or agree to the taking
or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement) or to
permit or suffer to exist any restriction, condition, limitation or requirement that would or would reasonably be expected to
result, individually or in the aggregate, in a Burdensome Condition.


 






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(b)            Subject
to the terms and conditions of this Agreement, the Partnership and Parent shall each use its reasonable best efforts to (i) take
all action necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking
any actions that would cause the applicability of such Laws and (ii) if the restrictions of any Takeover Law become applicable
to any of the Transactions, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable
on the terms contemplated by this Agreement and otherwise lawfully minimize the effect of such Takeover Law on the Transactions.


 


(c)            Without
limiting the general applicability of Section 5.05(a), Parent shall, in consultation and cooperation with the Partnership
and as promptly as practicable following the date of this Agreement, file all appropriate documents, forms, filings or submissions
with the Governmental Authorities set forth in Section 6.01(b) of the Partnership Disclosure Schedule in order
to obtain the Required Regulatory Approvals identified in such Section 6.01(b). Any such filings shall be in material
compliance with the requirements of applicable Law. Each of the parties shall, in connection with the efforts referenced in Section 5.05(a),
(i) furnish to the other party such necessary information and reasonable assistance as the other party may request in connection
with its preparation of any documents, forms, filings or submissions contemplated by the first sentence of this Section 5.05(c),
(ii) give the other party reasonable prior notice of any such filings or submissions and, to the extent reasonably practicable,
of any communication with, and any inquiries or requests for additional information from, any Governmental Authority regarding
the Transactions, and permit the other party to review and discuss in advance, and consider in good faith the views of, and secure
the participation of, the other party in connection with, any such filings, submissions, communications, inquiries or requests,
(iii) unless prohibited by applicable Law or by the applicable Governmental Authority, and to the extent reasonably practicable,
(A) not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Authority
in respect of the Transactions without the other party, (B) give the other party reasonable prior notice of any such meeting
or substantive conversation, (C) in the event one party is prohibited by applicable Law or by the applicable Governmental
Authority from participating in or attending any such meeting or engaging in any such substantive conversation, to the extent
permitted by applicable Law or such Governmental Authority, keep such party apprised with respect thereto, (D) cooperate
in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or
defending this Agreement or any of the Transactions, articulating any regulatory or competitive argument or responding to requests
or objections made by any Governmental Authority and (E) furnish the other party with copies of all substantive filings,
submissions, correspondence and communications (and memoranda setting forth the substance thereof) between it and its Affiliates
and their respective Representatives, on the one hand, and any Governmental Authority or members of any Governmental Authority’s
staff, on the other hand, with respect to this Agreement and the Transactions (excluding any personally sensitive information)
and (iv) comply with any inquiry or request from any Governmental Authority as promptly as reasonably practicable, with respect
to this Agreement and the Transactions. The parties agree not to extend, directly or indirectly, any waiting period under any
applicable Antitrust Law or enter into any agreement with a Governmental Authority to delay in any material respect or not to
consummate the Merger or any of the other Transactions, except with the prior written consent of the other parties hereto, which
shall not be unreasonably withheld, conditioned or delayed in the context of seeking such a delay.


 






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(d)      Notwithstanding
anything to the contrary herein, each of the Partnership and Parent shall use commercially reasonable efforts to obtain the third
party consents and approvals listed on Section 5.05(d) of the Partnership Disclosure Schedule in connection with the
consummation of the Transactions and shall cooperate and consult with each other with respect to obtaining such consents, and
each of the Partnership and Parent shall bear 50% of any commercially reasonable payments made to third parties in connection
with obtaining such consents.


 


Section 5.06     Transfer
Taxes. Except as provided in Section 2.02(b), all transfer, real estate transfer, documentary, stamp, recording,
sales, use and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”)
incurred in connection with the Transactions shall be paid by Parent and, to the extent applicable, prior to the Effective Time,
the Partnership shall cooperate with Parent in preparing, executing and filing any applicable Tax Returns with respect to such
Transfer Taxes.


 


Section 5.07     Public
Announcements; Other Communications. Parent and the Partnership shall consult with each other before issuing, and give
each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to
the Transactions, and shall not issue any such press release or make any such public statement prior to such consultation, except
(a) as may be required by applicable Law, court process or the rules and regulations of any national securities exchange
or national securities quotation system or (b) to the extent that such release or statement is consistent with the final
form of the initial press release issued by the parties with respect to the Transactions. The parties hereto agree that the initial
press release to be issued with respect to the Transactions following execution of this Agreement shall be in the form heretofore
agreed to by the parties hereto. Notwithstanding the foregoing, the parties shall have no consultation or other obligation pursuant
to this Section 5.07 with respect to any press release or other public statements to the extent related to any actual
or contemplated litigation between or among the parties to this Agreement. The Partnership will consult with Parent prior to making
any substantive internal announcements or other substantive communications to its employees or other constituents with respect
to this Agreement or the Transactions and will give good faith consideration to reasonable comments proposed by Parent. Notwithstanding
the foregoing, no Party shall be required by any provision of this Agreement to consult with or obtain any approval from any other
Party with respect to a public announcement or press release issued in connection with the receipt and existence of a Takeover
Proposal, and matters related thereto, or an Adverse Recommendation Change, other than as set forth in Section 5.04.


 






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Section 5.08     Access
to Information; Confidentiality.


 


(a)      Subject
to applicable Law, upon reasonable notice, the Partnership shall afford to Parent and Parent’s Representatives reasonable
access during normal business hours to the Partnership’s officers, employees, agents, properties, books, Contracts and records
and the Partnership shall furnish promptly to Parent and Parent’s Representatives such information concerning its business,
personnel, assets, liabilities and properties as Parent may reasonably request; provided that Parent and its Representatives
shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Partnership;
provided, further, however, that the Partnership shall not be obligated to provide such access or information
if the Partnership determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation
of confidentiality owing to a third party, waive the protection of an attorney-client privilege or other legal privilege or expose
the Partnership to risk of liability for disclosure of sensitive or personal information. Without limiting the foregoing, in the
event that the Partnership does not provide access or information in reliance on the immediately preceding sentence, it shall
provide notice to Parent that it is withholding such access or information and shall use its reasonable best efforts to communicate,
to the extent feasible, the applicable information in a way that would not violate the applicable Law, Contract or obligation
or risk waiver of such privilege. All requests for information made pursuant to this Section 5.08 shall be directed
to the Person designated by the Partnership. Until the Effective Time, the information provided will be subject to the terms of
the confidentiality agreement dated as of November 5, 2020, by and between the GP Parent and a Parent Subsidiary (as may
in the future be amended from time to time, the “Confidentiality Agreement”).


 


(b)      Parent
shall not be deemed to violate any of its obligations under the Confidentiality Agreement as a result of performing any of its
obligations under this Agreement.


 






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Section 5.09     Indemnification
and Insurance.


 


(a)      From
and after the Effective Time until the sixth anniversary of the Effective Time, Parent and the Surviving Entity, jointly and severally,
shall indemnify, defend and hold harmless each individual who at the Effective Time is, or at any time prior to the Effective
Time was, a director or officer of the Partnership or of a Subsidiary of the Partnership (each, an “Indemnitee”
and, collectively, the “Indemnitees”) with respect to all claims, liabilities, losses, damages, judgments,
fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including reasonable attorneys’
and other professionals’ fees and expenses) in connection with any Action (whether civil, criminal, administrative or investigative),
whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee was a director or officer
of the Partnership or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director,
officer, employee or agent of the Partnership or such Subsidiary or taken at the request of the Partnership or such Subsidiary
(including in connection with serving at the request of the Partnership or such Subsidiary as a director, officer, employee, agent,
trustee or fiduciary of another Person (including any employee benefit plan)), in each case under clause (A) or (B),
at, or at any time prior to, the Effective Time (including any Action relating in whole or in part to the Transactions or relating
to the enforcement of this provision or any other indemnification or advancement right of any Indemnitee), in each case, to the
fullest extent such Indemnitee is entitled to indemnification under the Partnership Charter, the Partnership Agreement, by Contract
(if applicable), in each case, as in effect immediately prior to the Effective Time, and applicable Law. Without limiting the
foregoing, Parent, from and after the Effective Time until the sixth anniversary of the Effective Time, shall cause, unless otherwise
required by Law, the governing documents of the Surviving Entity to contain provisions no less favorable to the Indemnitees with
respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement
in the Partnership Charter and Partnership Agreement, which provisions shall not be amended, repealed or otherwise modified in
a manner that would adversely affect the rights thereunder of the Indemnitees.


 


(b)      At
or prior to the Effective Time, the Partnership shall cause to be put in place, and Parent shall fully prepay immediately prior
to the Effective Time, directors’ and officers’ “tail” insurance policies with a claims period of at least
6 years after the Effective Time (the “Tail Period”) from an insurance carrier(s) with the same or better
credit rating as the Partnership’s current insurance carrier(s) with respect to directors’ and officers’
liability insurance in an amount and scope at least as favorable as the Partnership’s existing policies as of the date hereof
with respect to matters, acts or omissions existing or occurring at or prior to, but not after, the Effective Time, and expressly
covering the Surviving Entity as a successor in interest (“D&O Tail Insurance”); provided, however,
that in no event shall Parent be required to pay in excess of the amount set forth in Section 5.09(b) of the
Parents Disclosure Schedule (the “Maximum Amount”); and provided, further, that if the D&O
Tail Insurance is not available or if the cost of the D&O Tail Insurance exceeds the Maximum Amount, the Partnership shall
obtain a policy(ies) with the greatest coverage available for a cost not exceeding the Maximum Amount. Parent and the Surviving
Entity shall maintain the D&O Tail Insurance in full force and effect and continue to honor their respective obligations thereunder
for the Tail Period.


 


(c)      The
provisions of this Section 5.09 are (i) intended to be for the benefit of, and shall be enforceable by, each
Indemnitee, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other
rights to indemnification or contribution that any such individual may have under the Partnership Charter, Partnership Agreement,
by contract or otherwise. The obligations of Parent and the Surviving Entity under this Section 5.09 shall not be
terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 5.09
applies unless (A) such termination or modification is required by applicable Law or (B) the affected Indemnitee
shall have consented in writing to such termination or modification (it being expressly agreed that the Indemnitees to whom this
Section 5.09 applies shall be third-party beneficiaries of this Section 5.09).


 






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(d)      In
the event that Parent, the Surviving Entity or any of their respective successors or assigns (i) consolidates or amalgamates
with or merges into any other Person and is not the continuing or Surviving Entity or entity of such consolidation, amalgamation
or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in
each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Entity shall assume
all of the obligations thereof set forth in this Section 5.09.


 


(e)      Nothing
in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’
insurance claims under any policy that is or has been in existence with respect to the Partnership or any of its Subsidiaries
for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided
for in this Section 5.09 is not prior to or in substitution for any such claims under such policies.


 


Section 5.10     Merger
Sub and GP Buyer Consents. Concurrently with the execution of this Agreement, Parent, or its applicable direct or indirect
wholly owned Subsidiaries, shall execute and deliver, in accordance with the Marshall Islands LLC Act and in its or its Subsidiaries’
capacities as the sole members of Merger Sub and GP Buyer, written consents for Merger Sub and GP Buyer, respectively, approving
this Agreement and the Transactions, to the extent that such has not already been executed.


 


Section 5.11     Treatment
of Certain Existing Indebtedness. If requested by Parent, the Partnership shall provide such reasonable cooperation
to Parent and Merger Sub that either may reasonably request in arranging for, at the Closing, the termination of existing indebtedness
of the Partnership and its Subsidiaries and the procurement of customary payoff letters in connection therewith. In the event
that Parent determines in its reasonable discretion that it is necessary or desirable to obtain amendments to any of the existing
indebtedness on or prior to the Closing Date in order to, among other things, permit the consummation of the Transactions, then
the Partnership shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to cooperate, and to cause its
Representatives to cooperate, with Parent in connection with the arrangement and consummation of any such amendments to such existing
indebtedness; provided that, (a) such requested cooperation does not unreasonably interfere with the ongoing operations
of the Partnership and its Subsidiaries prior to the Closing Date and (b) each party shall bear 50% of the aggregate costs
and expenses paid to any third parties in connection with obtaining any amendments, consents or waivers pursuant to this Section 5.11.


 






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Section 5.12     Financing
Cooperation.


 


(a)      From
the date hereof until the Closing, the Partnership shall, shall cause its Subsidiaries to, and shall use its reasonable best efforts
to cause its and their respective Representatives to provide, on a timely basis, at Parent’s and Merger Sub’s sole
cost and expense, all customary cooperation reasonably requested by Parent or Merger Sub or any Financing Source to assist Parent,
Merger Sub and their Affiliates in causing the conditions to any bank debt financing or any capital markets debt or equity financing
deemed necessary or appropriate by the Parent or Merger Sub including, among other things, for the purposes of financing the payment
of the Common Unit Consideration, refinancing any existing indebtedness of the Partnership and its Subsidiaries, and any other
amounts required to be paid in connection with the consummation of the Transactions (collectively, the “Financing”)
to be satisfied, which requested cooperation may include, without limitation:


 


(i)            providing
reasonable cooperation with customary syndication or other marketing efforts, or a customary offering, of Parent and Merger Sub
for all or any portion of the Financing, including reasonable access to documents and other information in connection with customary
due diligence investigations, and if required by the Financing Sources, causing its management team, with appropriate seniority
and expertise, to assist in a reasonable number of meetings, presentations, road shows, marketing materials, due diligence sessions,
drafting sessions and sessions with rating agencies and allowing the syndication efforts to benefit from existing banking relationships;


 


(ii)           upon
reasonable advance notice and during normal business hours, (A) providing Parent, Merger Sub and/or the Financing Sources
with (x) audited combined balance sheets and related statements of income and cash flows of the Partnership and its consolidated
subsidiaries for the two most recently completed fiscal years ended at least 90 days prior to the Closing Date and (y) unaudited
combined balance sheets and related statements of income and cash flows of the Partnership and its consolidated subsidiaries for
each fiscal quarter ended after the most recent audited financial statements delivered pursuant to clause (x) and furnishing
to Parent, Merger Sub and/or the Financing Sources, upon their reasonable request therefor, such other information regarding the
Partnership, including other financial information reasonably necessary for the preparation of pro forma financial statements
and information regarding the Partnership’s current assets, cash management and accounting systems, policies and procedures
relating thereto for purposes of establishing collateral arrangements as of the Closing and to assist with other collateral audits
and due diligence examinations, and (B) providing reasonable assistance to Parent’s preparation of pro forma financial
information and projections required to consummate the Financing;


 


(iii)          no
later than March 16, 2021, providing the Partnership’s audited consolidated financial statements, including a balance
sheet, statements of operations, stockholders’ equity and cash flows as of and for the fiscal year ended December 31,
2020;


 


(iv)          upon
reasonable advance notice and during normal business hours, providing reasonable assistance to Parent and Merger Sub (including
by causing its management team, with appropriate seniority and expertise to participate in a reasonable number of meetings, presentations,
drafting sessions and sessions with the Financing Sources and rating agencies) in the preparation of rating agency presentations,
road show materials, lender information memoranda and other presentations, prospectuses and bank syndication materials, offering
documents, private placement memoranda and similar documents required (which may incorporate, by reference, periodic and current
reports filed by the Partnership with the SEC) in connection with the marketing of any syndication, or a customary offering, of
all or a portion of the Financing;


 






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(v)           furnishing
Parent and/or Merger Sub at least four (4) Business Days prior to the Closing Date with all documentation and other information
required and reasonably requested in writing by the parties acting as lead arrangers for, or lenders under, the Financing at least
ten (10) Business Days prior to the Closing under applicable “know your customer” and anti-money laundering rules and
regulations and the USA Patriot Act of 2001;


 


(vi)          requesting
that the Partnership’s independent accountants participate in accounting due diligence sessions and cooperate with the Financing
consistent with their customary practice, including requesting that the Partnership’s independent accountants provide customary
comfort letters (including “negative assurance” comfort, if permitted) and consents for use of their reports to the
extent required in connection with the marketing and syndication of the Financing or as are customarily required in an offering
of debt, equity or equity-linked securities;


 


(vii)         cooperation
with Parent and Merger Sub and their respective efforts to obtain customary corporate, facilities and securities ratings;


 


(viii)        providing
customary authorization letters to the arrangers in respect of the Financing authorizing the distribution of information to prospective
lenders;


 


(ix)          subject
to Section 5.12(b), taking all reasonable and customary partnership action, corporate action, limited liability company
action or other organizational action, as applicable, subject to the occurrence of the Closing, necessary to permit and/or authorize
the consummation of the Financing;


 


(x)            reasonable
facilitation (through providing and executing customary agreements, documents or certificates) of the pledge and perfection of
liens and security interests in connection with the Financing, as may be reasonably requested by Parent and/or Merger Sub (provided
that no obligation under any such document or agreement will take effect until the Closing);


 


(xi)          providing
all cooperation that is reasonably necessary to satisfy the conditions precedent to any documents relating to the Financing, but
solely to the extent the satisfaction of such conditions requires the cooperation of, or is within the control of the Partnership,
its Subsidiaries or its Representatives, including ensuring that any financial information is compliant with applicable SEC rules and
requirements, and compliant with customary required terms of a debt commitment letter or similar document and updated as necessary
to avoid staleness in accordance with applicable SEC rules and requirements, and free of any material misstatement or omission;


 






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(xii)         otherwise
providing cooperation that is customary and reasonable in connection with the marketing efforts of Parent, Merger Sub and the
Financing Sources; and


 


(xiii)        the
use of its trademarks and logos in connection with the Financing; provided, that such trademarks and logos are used solely
in a manner that is not intended to or reasonably likely to harm or disparage the Partnership or any of its Affiliates or the
reputation or goodwill of the Partnership or any of its Affiliates.


 


(b)      Notwithstanding
anything in this Agreement to the contrary:


 


(i)            none
of the Partnership, its Affiliates or their respective Representatives (at any time) shall be required to pay any commitment or
other similar fee, incur or reimburse any costs or expenses or incur any other liability or obligation of any kind that is effective
prior to the occurrence of the Closing or give any indemnities prior to the Closing in connection with the Financing (except reasonable
and documented out-of-pocket costs to the extent Parent or Merger Sub promptly reimburses the Partnership therefor);


 


(ii)           none
of the Partnership or any of the Affiliates shall be required to (A) execute, enter into, approve or perform any binding
agreement or commitment, agree to any change or modification of any existing binding agreement or commitment or incur any other
actual or potential liability or obligation in connection with the Financing that is not subject to the occurrence of the Closing
or (B) adopt any resolution or otherwise take any corporate or similar action or deliver any certificate, approving or authorizing
the Financing that is effective prior to the Closing;


 


(iii)          nothing
shall obligate the Partnership or any Affiliate to provide, or cause to be provided, any legal opinion or to provide, or cause
to be provided, any information or take, or cause to be taken, any action to the extent doing so could reasonably be expected
to (A) result in a conflict with or a violation of applicable Law, the Partnership’s or any Affiliate’s organizational
documents or any agreement binding on the Partnership or any of its Affiliates or any confidentiality obligations binding on the
Partnership or any of its Affiliates, (B) subject the Partnership to actual or potential liability, to bear any cost or expense
or to pay any commitment or other similar fee or make any other payment (other than documented and reasonable out-of-pocket costs
that are reimbursed by Parent or Merger Sub) or incur any other liability of any kind or provide or agree to provide any indemnity,
(C) subject any director, manager, officer or employee of the Partnership or any of its Affiliates to any actual personal
liability or (D) jeopardize any attorney-client privilege; and


 






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(iv)          no
action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the
Partnership and its Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing
shall be effective until the Closing.


 


(c)       The
Partnership and its Representatives shall not be obligated in connection with performing their obligations under this Section 5.12
to take or refrain from taking any action that would unreasonably interfere with ongoing business or operations of the Partnership
or any of its Affiliates. Parent and/or Merger Sub shall promptly, upon request by the Partnership, reimburse the Partnership
for all reasonable and documented out-of-pocket costs and expenses incurred by the Partnership or any of the Affiliates in connection
with the cooperation of the Partnership, the Affiliates and their respective Representatives contemplated by this Section 5.12
and shall indemnify and hold harmless the Partnership, the Affiliates and their respective Representatives from and against
any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with (1) such cooperation,
(2) the Financing, (3) any information used in connection with the Financing (except with respect to written information
provided by the Partnership or any of the Affiliates specifically for inclusion in offering materials relating to the Financing)
and (4) any action taken by any of them at the request of Parent, Merger Sub or the Financing Sources pursuant to this Section 5.12,
except to the extent such losses, damages, claims, costs or expenses arose from the gross negligence, bad faith, material breach
or willful misconduct of the Partnership, its Affiliates or their Representatives. Notwithstanding anything in this Agreement
to the contrary, the condition set forth in Section 6.02(b), as it applies to obligations of the Partnership under
this Section 5.12, shall be deemed satisfied if (1) any breach by the Partnership of its obligations under this
Section 5.12 did not cause the failure of the Financing to be obtained or (2) Parent and/or Merger Sub do not
have the right to terminate this Agreement pursuant to Section 7.01 as a result of any breaches of this Section 5.12
by the Partnership. The obligations of Parent and Merger Sub under this Section 5.12(c) shall survive the termination
of this Agreement.


 


(d)      Each
of Parent and Merger Sub acknowledges and agrees that the Partnership, its Affiliates and their respective Representatives have
no responsibility for any financing that Parent or Merger Sub may raise in connection with the Transactions. Any offering materials
and other documents prepared by or on behalf of or utilized by Parent, Merger Sub or their Affiliates, or any Person providing
the Financing to Parent or Merger Sub, in connection with Merger Sub’s financing activities in connection with the Transactions,
which include any information provided by the Partnership or any of its Affiliates or Representatives, including any offering
memorandum, banker’s book, prospectus or similar document used, or any other written offering materials used, in connection
with any Financing, shall include a conspicuous disclaimer to the effect that neither the Partnership, nor any of its Affiliates
or Representatives nor any employees thereof has any responsibility for the content of such document and disclaim all responsibility
therefor and shall further include a disclaimer with respect to the Partnership and its Affiliates and Representatives in any
oral disclosure with respect to such Financing.


 






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(e)      All
non-public or other confidential information obtained by Parent or Merger Sub, its Representatives or any Person in connection
with the Financing and pursuant to this Section 5.12 shall be kept confidential in accordance with the Confidentiality
Agreement, except that Parent and Merger Sub shall be permitted to disclose such information to any Person providing the Financing,
rating agencies and prospective lenders and investors during syndication or other marketing efforts relating to the Financing,
subject to the rating agencies and prospective lenders and investors entering into customary confidentiality undertakings with
respect to such information (including through a notice and undertaking in a form customarily used in confidential information
memoranda for senior credit facilities), and to potential investors in a customary offering memorandum and related materials used
in connection with an offering of debt or equity securities used to finance the consummation of the Transactions.


 


(f)       Through
the earlier of the Closing and the date on which this Agreement is terminated in accordance with Article VII, if reasonably
requested by Parent, the Partnership shall provide commercially reasonable cooperation to Parent and Merger Sub in taking such
actions as are necessary, proper or advisable under any existing indebtedness listed on Section 5.12(f) of the Partnership
Disclosure Schedule (collectively, “Existing Debt Documents”) in respect of the Transactions, including delivering
or causing a Subsidiary to deliver any such notices, agreements, amendments, releases, consents documents or instruments necessary,
proper or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel
required to be delivered thereunder in connection with the Transactions or as otherwise reasonably requested as it relates to
the ongoing operations and business of the Partnership or the Parent and their respective Subsidiaries. If and to the extent reasonably
requested by Parent in writing, the Partnership shall provide commercially reasonable cooperation to Parent and Merger Sub either
(A) in arranging for the termination of Existing Debt Documents (and the related repayment or redemption thereof, including
the making of a tender offer, with respect to outstanding letters of credit, the cash collateralization thereof or the providing
of “backstop” letters of credit with respect thereto) at the Closing (or such other date thereafter as agreed to by
Parent and the Partnership), which repayment, redemption, cash collateralization or providing of “backstop” letters
of credit shall be the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release
documentation in connection therewith or (B) obtaining any consents required under any Existing Debt Documents to permit
early redemption, prepayment or the consummation of the Transactions thereunder and obtaining any amendments to or other consents
under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent,
the Partnership shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, consent documents
or instruments necessary in connection therewith. All such actions shall be at the expense of the Parent, conditioned on the consummation
of the Transactions, and the Partnership shall have the opportunity to comment on any such discussions.


 


Section 5.13     Post-Closing
Arrangement Agreements;. At or prior to the Closing, the relevant parties shall execute and deliver the post-closing
arrangement agreements, substantially in the forms attached to Exhibit C hereto (collectively, the “Post-Closing
Arrangement Agreements”).


 






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Section 5.14     Affiliate
Agreements. All agreements set forth on Section 5.14 of the Partnership Disclosure Schedule shall be terminated
at or prior to the Closing without further liability to Parent, Merger Sub or any of Parent’s Subsidiaries.


 


Section 5.15     Distributions.
Until the Effective Time or the earlier termination of this Agreement, the Partnership shall, upon resolution of the Partnership
Board in accordance with the relevant provisions of the Partnership Agreement, and subject to compliance with applicable Law,
declare and pay, (a) quarterly Series A Distributions and (b) a quarterly distribution on the Common Units with
respect to the calendar quarter ended December 31, 2020, for which the record and payment dates shall fall in the calendar
quarter ended March 31, 2021, in a manner consistent with past practice, including with respect to timing; provided,
that the amount of such quarterly distribution shall not exceed $0.02 per Common Unit.


 


Section 5.16     Standstill.
Parent agrees that until the earlier of (i) the Closing or termination of this Agreement or (ii) 180 days after the
date of this Agreement, neither it nor any of its controlled Affiliates shall acquire (or propose or agree to acquire) of record
or beneficially, by purchase or otherwise, the right to vote any Common Units; provided that nothing herein shall limit
or restrict Parent from entering into and/or exercising its rights under the Support Agreement.


 


Section 5.17     Pre-Closing
Reorganization.


 


(a)      The
Partnership and the General Partner agree that, upon reasonable request of Parent and upon reasonable prior notice from Parent,
the Partnership and the General Partner shall use commercially reasonable efforts to:


 


(i)            file
or consent to any Tax elections or perform such other reorganization transactions with respect to any Subsidiary of the Partnership
as Parent may reasonably request in writing (each, a “Pre-Closing Reorganization”);


 


(ii)           cooperate
with Parent and its advisors to determine the nature of the Pre-Closing Reorganizations, if any, that might be undertaken and
the manner in which they would most effectively be undertaken, including providing any necessary information in connection therewith;


 


(iii)          cooperate
with Parent and its advisors to seek to obtain consents or waivers, if any, which are required from any third party to give effect
to the Pre-Closing Reorganizations; and


 


(iv)          prepare,
or cooperate with Parent to prepare, prior to the Effective Time (or, with respect to any Pre-Closing Reorganization intended
to be consummated after the Closing, as soon as reasonably practicable after the Closing), all documentation reasonably necessary
and do such other acts and things as are reasonably necessary to give effect to such Pre-Closing Reorganization;


 


provided, however, that neither
the Partnership nor the General Partner shall be required to take or cooperate with any action requested by Parent pursuant to
this Section 5.17 if (i) the Partnership or the General Partner determines, in its reasonable discretion, that
such action (A) would reasonably be expected to be disadvantageous to a Common Unitholder (or a direct or indirect owner
of such Common Unitholder) or holder of Partnership Preferred Units or (B) would reasonably be expected to impede, hinder,
or delay the Closing or the satisfaction of any condition to Closing set forth in Article VI or (ii) such action
would be effective prior to the Effective Time and the Partnership or the General Partner determines, in its reasonable discretion,
that, taking into account Section 5.17(b), such action nonetheless is reasonably expected to be disadvantageous to
the Partnership, the General Partner, or their respective Affiliates in the event that Closing does not occur.


 






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(b)     Without
limiting the generality of the foregoing, Parent agrees that it will be responsible for all reasonable costs and expenses incurred
by the Partnership, its Affiliates (which, for purposes of this Section 5.17, shall at all times include Golar LNG
Limited), and the General Partner associated with any Pre-Closing Reorganization, including professional fees and expenses and
Taxes, and shall indemnify and save harmless the Partnership, its Affiliates, and the General Partner and their respective Representatives
from and against any and all losses, damages, claims, Taxes, costs or expenses suffered or incurred by any of them in connection
with or as a result of any such Pre-Closing Reorganization, except to the extent such losses, damages, claims, Taxes, costs or
expenses arose from the bad faith or willful misconduct of the Partnership or its Representatives. Parent hereby agrees that any
actions taken at the request of Parent pursuant to this Section 5.17 shall not constitute a breach of, or non-compliance
with, a representation, warranty or covenant in this Agreement by the Partnership, its Affiliates, or the General Partner.


 


Article VI


 


Conditions
Precedent


 


Section 6.01     Conditions
to Each Party’s Obligation to Effect the Merger. The respective obligations of the Partnership, the General
Partner, Parent and Merger Sub to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under
applicable Law) at or prior to the Closing of the following conditions:


 


(a)     Partnership
Unitholder Approval. Partnership Unitholder Approval shall have been obtained in accordance with applicable Law and the Partnership
Charter and Partnership Agreement.


 


(b)     Required
Regulatory Approvals. The authorizations, consents, orders or approvals of, or declarations or filings with, and the expirations
or terminations of waiting periods required from, any Governmental Authorities set forth in Section 6.01(b) of the Partnership
Disclosure Schedule shall have been filed, have occurred or been obtained (all such permits, approvals, filings and consents and
the expiration or termination of all such waiting periods being referred to as the “Required Regulatory Approvals”),
and all such Required Regulatory Approvals shall be in full force and effect.


 


(c)     No
Injunctions or Restraints. No injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by
any Governmental Authority shall be in effect enjoining, restraining or otherwise prohibiting consummation of the Merger.


 






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Section 6.02     Conditions
to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are further
subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to the Closing of the following
conditions:


 


(a)     Representations
and Warranties. The representations and warranties of the Partnership and the General Partner (i) set forth in Section 3.06(b) shall
be true and correct as of the date of this Agreement and as of the Closing Date with the same effect as though made as the Closing
Date (except to the extent expressly made as of an earlier date, in which case as of such date), (ii) set forth in Section 3.03(d)(B)(x) shall
be true and correct (disregarding all qualifications or limitations as to "materiality", "Material Adverse Effect"
and words of similar import set forth herein) as of the date of this Agreement and as of the Closing Date with the same effect
as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date),
(iii) set forth in Section 3.02, Section 3.03(d)(A)(1), Section 3.06(a), Section 3.13
and Section 3.24 shall be true and correct in all material respects as of the date of this Agreement and as of the
Closing Date with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date,
in which case as of such date) and (iv) set forth in this Agreement, other than those sections specifically identified in
clause (i), (ii) or (iii) of this Section 6.02(a), shall be true and correct (disregarding all qualifications
or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein)
as of the date of this Agreement and as of the Closing Date with the same effect as though made as of the Closing Date (except
to the extent expressly made as of an earlier date, in which case as of such date), except, in the case of this clause (iv),
where the failure to be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material
Adverse Effect” and words of similar import set forth therein) would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.


 


(b)     Performance
of Obligations of the Partnership. The Partnership and the General Partner shall have performed or complied in all material
respects with their respective obligations required to be performed or complied with by them under this Agreement at or prior to
the Effective Time.


 


(c)     No
Material Adverse Effect. Since the date of this Agreement, there shall not have been any effect, change, circumstance, development
event or occurrence that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.


 


(d)     Officer’s
Certificate. Parent shall have received at the Closing a certificate signed on behalf of the Partnership by a senior executive
officer of the Partnership to the effect that the conditions set forth in Section 6.02(a) through Section 6.02(c) have
been satisfied.


 


(e)     No
Burdensome Condition. The Required Regulatory Approvals shall have been filed or obtained or shall have occurred, as applicable,
in each case, without the imposition of a Burdensome Condition.


 






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(f)      Post-Closing
Arrangement Agreements. The relevant parties shall have executed and delivered the Post Closing Arrangement Agreements.


 


(g)     Resignations.
Parent and Merger Sub shall have received the written resignation of each member of the Partnership Board, effective as of the
Effective Time.


 


(h)     Material
Third-Party Consents. The Partnership shall have received and delivered to Parent the third-party consents and
approvals listed on Section 5.05(d) of the Partnership Disclosure Schedule, and all such consents and
approvals shall remain in full force and effect.


 


(i)      Transfer
Agreement. All conditions to GP Buyer’s obligation to close the GP Transfer under Section 5.1 of the Transfer Agreement
shall have been satisfied or waived.


 


Section 6.03     Conditions
to Obligations of the Partnership. The obligations of the Partnership to effect the Merger are further subject to
the satisfaction (or waiver, if permissible under applicable Law) at or prior to the Closing of the following conditions:


 


(a)     Representations
and Warranties. The representations and warranties of Parent and Merger Sub (i) set forth in Section 4.02
and Section 4.06 shall be true and correct in all material respects as of the date of this Agreement and as of the
Closing Date with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date,
in which case as of such date) and (ii) set forth in this Agreement, other than those sections specifically identified in
clause (i) of this Section 6.03(a), shall be true and correct (disregarding all qualifications or limitations
as to “materiality” and “Parent Material Adverse Effect”) as of the date of this Agreement and as of the
Closing Date with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date,
in which case as of such date), except, in the case of this clause (ii), where the failure to be so true and correct (disregarding
all qualifications or limitations as to “materiality”, “Parent Material Adverse Effect” and words of similar
import set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse
Effect.


 


(b)     Performance
of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed or complied in all material respects with
their respective obligations required to be performed or complied with by them under this Agreement at or prior to the Effective
Time.


 


(c)     No
Parent Material Adverse Effect. Since the date of this Agreement, there shall not have been any effect, change, circumstance,
development event or occurrence that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent
Material Adverse Effect.


 


(d)     Officer’s
Certificate. The Partnership has received at the Closing a certificate signed on behalf of the Parent by a senior executive
officer of the Parent to the effect that the conditions set forth in Section 6.03(a) through Section 6.03(c),
have been satisfied.


 






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(e)     Post-Closing
Arrangement Agreements. The relevant parties shall have executed and delivered the Post-Closing Arrangement Agreements.


 


(f)      Transfer
Agreement. All conditions to GP Parent’s obligation to close the GP Transfer under Section 5.2 of the Transfer Agreement
shall have been satisfied or waived.


 


Section 6.04     Frustration
of Closing Conditions. The Partnership may not rely on the failure of any condition set forth in Section 6.01 or Section 6.03
to be satisfied if such failure was primarily caused by the failure of the Partnership to perform in all material respects
any of its obligations under this Agreement, including to use its reasonable best efforts to consummate the Transactions as
required by and subject to the terms and conditions of this Agreement. Neither Parent nor Merger Sub may rely on the failure
of any condition set forth in Section 6.01 or Section 6.02 to be satisfied if such failure was
primarily caused by the failure of Parent or Merger Sub to perform in all material respects any of its obligations under this
Agreement, including to use its reasonable best efforts to consummate the Transactions as required by and subject to the
terms and conditions of this Agreement.


 


Article VII


 


Termination


 


Section 7.01     Termination. This
Agreement may be terminated and the Transactions abandoned at any time prior to the Effective Time (except as otherwise
expressly noted):


 


(a)     by
the mutual written consent of the Partnership and Parent (which, in the case of the Partnership, must be approved by the Conflicts
Committee);


 


(b)     by
either of the Partnership or Parent:


 


(i)            if
the Merger shall not have been consummated on or before July 13, 2021, the “Termination Date”); provided,
however, that the right to terminate this Agreement under this Section 7.01(b)(i) shall not be available
to any party if the breach in any material respect by such party of its representations and warranties set forth in this Agreement
or the failure in any material respect of such party to perform any of its obligations under this Agreement, including to use its
reasonable best efforts to consummate the Transactions as required by and subject to the terms and conditions of this Agreement,
has been a primary cause of or resulted in the failure of the Merger to be consummated on or before such date;


 


(ii)           a
court of competent jurisdiction or other Governmental Authority shall have issued a final and nonappealable order, or shall have
taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting any of the Transactions;
provided, however, the right to terminate this Agreement under this Section 7.01(b)(ii) shall not
be available to any party whose failure to perform any of its obligations pursuant to Section 5.05 resulted in the
entry of the order or the taking of such other action;


 






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(iii)          if
the Partnership Unitholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Partnership
Unitholder Approval shall not have been obtained;


 


(iv)          at
any time prior to the receipt of the Partnership Unitholder Approval, if the Partnership willfully and materially breaches Section 5.04;
or


 


(c)     by
Parent:


 


(i)            if
the Partnership or the General Partner shall have breached any of its representations or warranties or failed to perform any of
its covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure
of a condition set forth in Section 6.02 and (B) is incapable of being cured prior to the Termination Date, or
if capable of being cured, has not been cured by the Partnership or the General Partner within 30 days after the Partnership’s
receipt of written notice of such breach or failure to perform from Parent stating Parent’s intention to terminate this Agreement
pursuant to this Section 7.01(c)(i) and the basis for such termination (or in any event has not been cured by
the Termination Date); provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.01(c)(i) if
Parent or Merger Sub is then in material breach of any of its material representations, warranties, covenants or agreements hereunder;
or


 


(ii)           prior
to but not after Partnership Unitholder Approval is obtained, if the Partnership Board (acting on the recommendation of the Conflicts
Committee) shall have made an Adverse Recommendation Change; or


 


(d)     by
the Partnership if Parent or Merger Sub shall have breached any of its representations or warranties or failed to perform any of
its covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure
of a condition set forth in Section 6.03(a) or Section 6.03(b) and (B) is incapable of being
cured prior to the Termination Date, or if capable of being cured, has not been cured by Parent or Merger Sub within 30 days after
Parent’s receipt of written notice of such breach or failure to perform from the Partnership stating the Partnership’s
intention to terminate this Agreement pursuant to this Section 7.01(d) and the basis for such termination (or
in any event has not been cured by the Termination Date); provided that the Partnership shall not have the right to terminate
this Agreement pursuant to this Section 7.01(d) if the Partnership is then in material breach of any of its material
representations, warranties, covenants or agreements hereunder.


 






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Section 7.02     Effect
of Termination. In the event of the termination of this Agreement as provided in Section 7.01, written
notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such
termination is made, and this Agreement shall forthwith become null and void (other than Section 5.12(c), the
indemnification and reimbursement obligations of Parent in Section 5.17, this Section 7.02, Section 7.03, Article VIII and
the Confidentiality Agreement, all of which shall survive termination of this Agreement), and there shall be no liability on
the part of Parent, Merger Sub, the Partnership, the General Partner or their respective directors, officers and Affiliates,
except (a) the Partnership and/or the General Partner may have liability as provided in Section 7.03 (subject
to the limitations on liability set forth therein), (b) nothing shall relieve any party from any liability or damages to
another party for failure to consummate the Transactions when required pursuant to this Agreement; and (c) in the event
of a party’s Willful Breach of this Agreement, the non-breaching party shall be entitled to pursue any and all legally
available remedies, including equitable relief, and to seek recovery of all losses, liabilities, damages, costs and expenses
of every kind and nature (including reasonable attorneys’ fees).


 


Section 7.03     Termination
Fee.


 


(a)     The
Partnership shall pay to Parent the Termination Fee (less any Parent Expenses previously reimbursed to Parent pursuant to Section 7.03(b))
as promptly as possible (but in any event within 3 Business Days) in the event that:


 


(i)            this
Agreement is terminated by Parent or the Partnership pursuant to Section 7.01(b)(i) or Section 7.01(b)(iii),
or by Parent pursuant to Section 7.01(c)(i); provided that (A) a Takeover Proposal shall have been made
to the Partnership Board or publicly made, proposed or communicated by a third party after the date of this Agreement and not withdrawn
prior to the time this Agreement is terminated and (B) within 12 months of the date this Agreement is terminated, the Partnership
consummates or enters into a definitive agreement to consummate any Takeover Proposal or consummates any Takeover Proposal; provided,
further, that solely for purposes of this Section 7.03(a)(i), all references to 15% in the definition of “Takeover
Proposal” shall be deemed to be references to 50%; or


 


(ii)           this
Agreement is terminated by Parent pursuant to Section 7.01(b)(iv) or Section 7.01(c)(ii) or by
the Partnership or Parent pursuant to Section 7.01(b)(i) or Section 7.01(b)(iii) if Parent could
have terminated this Agreement pursuant to Section 7.01(b)(iv) or Section 7.01(c)(ii).


 


(b)     If
this Agreement is validly terminated pursuant to Section 7.01(b)(iii), then the Partnership shall pay or cause to be
paid the Parent Expenses to Parent or its designee by wire transfer of same-day funds to an account designated by Parent for such
payment within two Business Days after such termination.


 


(c)     As
used in this Agreement, “Termination Fee” shall mean a cash amount equal to $9,424,849.


 


(d)     As
used in this Agreement, “Parent Expenses” shall mean a cash amount equal to the documented out-of-pocket expenses
(including all reasonable fees and expenses of legal counsel, accountants, investment bankers, experts or consultants) incurred
by Parent, Merger Sub and their respective Affiliates in connection with this Agreement and the Transactions up to a maximum amount
of $2,513,293.


 






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(e)     Each
of the parties hereto acknowledges and agrees: (A) the agreements contained in this Section 7.03 are an integral
part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not enter into this
Agreement and (B) that the Termination Fee and the Parent Expenses, as applicable, are not intended to be a penalty, but rather
is liquidated damages in and a reasonable amount that will compensate a party hereto in the circumstances in which such payment
is due and payable and which do not involve fraud or a Willful Breach, for the efforts and resources expended and opportunities
foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions
contemplated hereby, which amount would otherwise be impossible to calculate with precision. If the Partnership fails to pay in
a timely manner any amount due pursuant to this Section 7.03, then (1) the Partnership shall reimburse Parent
for all costs and expenses (including disbursements and reasonable fees of counsel) incurred in the collection of such overdue
amount, including in connection with any related actions commenced and (2) the Partnership shall pay to the Parent interest
on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime
rate set forth in The Wall Street Journal in effect on the date such payment was required to be made plus 2%.


 


Article VIII


 


Miscellaneous


 


Section 8.01     No
Survival of Representations and Warranties. This Article VIII and the agreements of the Partnership,
Parent and Merger Sub contained in Article II, Section 5.09, Section 5.12(c) and the
indemnification and reimbursement provisions Section 5.17 shall survive the Effective Time. No other
representations, warranties, covenants or agreements in this Agreement shall survive the Effective Time; provided, however,
no such termination shall relieve any party from liability for any Willful Breach by such party of any provision of this
Agreement or actual fraud by such party (which shall not include constructive fraud or similar claims).


 


Section 8.02     Amendment
or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and
all respects by written agreement of the parties hereto; provided, however, that (a) any amendment or
supplement to this Agreement shall require the approval of the Conflicts Committee and (b) after receipt of the
Partnership Unitholder Approval no amendment shall be made which by Law would require the further approval of the Common
Unitholders without first obtaining such further approval; provided, further, that no amendment to this
Agreement shall be made that would adversely affect the rights of the Financing Sources as set forth in this Section 8.02
or Section 8.06, Section 8.07, Section 8.09 or Section 8.16.


 






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Section 8.03     Extension
of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and (with the approval of the Conflicts
Committee) the Partnership may, subject to applicable Law, (a) waive any inaccuracies in the representations and
warranties of the other party, (b) extend the time for the performance of any of the obligations or acts of the other
party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the
agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being
understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing). Notwithstanding the
foregoing, no failure or delay by the Partnership, the General Partner, Parent or Merger Sub in exercising any right
hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such
extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.


 


Section 8.04     Assignment. Neither
this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation
of Law or otherwise, by any of the parties hereto without the prior written consent of the other parties hereto. No
assignment by any party shall relieve such party of any of its obligations hereunder. Subject to the immediately preceding 2
sentences, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their
respective successors and permitted assigns. Any purported assignment not permitted under this Section 8.04 shall
be null and void.


 


Section 8.05     Counterparts. This
Agreement may be executed in one or more counterparts (including by facsimile or electronic mail), each of which shall be
deemed to be an original but all of which taken together shall constitute one and the same agreement, and shall become
effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties
hereto.


 


Section 8.06     Entire
Agreement; No Third-Party Beneficiaries. This Agreement, together with the exhibits and schedules attached hereto,
the Partnership Disclosure Schedule, the Parent Disclosure Schedule and the Confidentiality Agreement, (a) constitute
the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties
hereto and their Affiliates, or any of them, with respect to the subject matter hereof and thereof and (b) other than
the Indemnitees as set forth in Section 5.09, are not intended to and shall not confer upon any Person other than
the parties hereto any rights or remedies hereunder, except for, if the Effective Time occurs, the right of the Common
Unitholders to receive the Common Unit Consideration payable in accordance with Article II of this Agreement. The
representations and warranties in this Agreement are the product of negotiations among the parties hereto. Any inaccuracies
in such representations and warranties are subject to waiver by the parties hereto in accordance with Section 8.03
without notice or liability to any other Person. Persons other than the parties hereto may not rely upon the representations
and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as
of any other date. Notwithstanding the foregoing, the Financing Sources shall be third-party beneficiaries with respect to
this Section 8.06 and Section 8.02, Section 8.07, Section 8.09 and Section 8.16.


 






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Section 8.07     Governing
Law; Jurisdiction.


 


(a)     This
Agreement and all claims or causes of action (whether in tort, contract or otherwise) that may be based upon, arise out of or relate
to this Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to contracts
executed in and to be performed entirely in that state, regardless of the Laws that might otherwise govern under any applicable
conflict of laws principles, except that to the extent any claims or provisions of this Agreement relate to statutory duties, obligations
and/or statutory provisions of, or arise under, the Laws of the Marshall Islands (including those applicable to the Merger), such
claims and provisions shall be governed by and in accordance with the Laws of the Marshall Islands.


 


(b)     All
actions and Proceedings arising out of or relating to the interpretation and enforcement of the provisions of this Agreement and
in respect of the transactions contemplated by this Agreement (except to the extent any such Proceeding mandatorily must be brought
in the Marshall Islands) shall be heard and determined in the courts of the State of Delaware or the federal courts of the United
States of America located in the State of Delaware (together, the “Chosen Courts”) and the parties hereto hereby
irrevocably submit to the exclusive jurisdiction and venue of such courts in any such action or Proceeding and irrevocably waive
the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such action or Proceeding. The consents
to jurisdiction and venue set forth in this Section 8.07(b) shall not constitute general consents to service of
process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be
deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such
party in any action or Proceeding arising out of or relating to this Agreement shall be effective if notice is given by overnight
courier at the address set forth in Section 8.11 of this Agreement, in each case to the fullest extent permitted by
applicable Law. The parties hereto agree that a final judgment in any such action or Proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however,
that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal
from, a final trial court judgment.


 


(c)     Notwithstanding
the foregoing in clauses (a) and (b) above, each of the parties agree that it will not bring or support any suit, action
or proceeding of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against any
of the Financing Sources in any way relating to this Agreement or any of the transactions contemplated hereby, including any dispute
arising out of or relating in any way to the Financing or the performance of the transactions related thereto, in any forum other
than any New York State or, to the fullest extent permitted under applicable law, federal court sitting in the Borough of Manhattan
in The City of New York (and appellate courts thereof), and makes the agreements, waivers and consents set forth in clauses (a) and
(b) mutatis mutandis but with respect to the courts specified in this clause (c).


 






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Section 8.08     Specific
Enforcement. The parties hereto agree that irreparable damage for which monetary relief, even if available, would
not be an adequate remedy, would occur in the event that any provision of this Agreement is not performed in accordance with
its specific terms or is otherwise breached, including if the parties hereto fail to take any action required of them
hereunder to consummate this Agreement, subject to the terms and conditions of this Agreement. The parties acknowledge and
agree that (a) the parties shall be entitled to an injunction or injunctions, specific performance or other equitable
relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof (including, for the
avoidance of doubt, the right of the Partnership or Parent to cause the Merger to be consummated on the terms and subject to
the conditions set forth in this Agreement) in the Chosen Courts, this being in addition to any other remedy to which they
are entitled under this Agreement and (b) the right of specific enforcement is an integral part of the Transactions and
without that right, neither the Partnership nor Parent would have entered into this Agreement. The parties hereto agree not
to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, and
not to assert that a remedy of monetary damages would provide an adequate remedy or that the parties otherwise have an
adequate remedy at law. The parties hereto acknowledge and agree that any party seeking an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with
this Section 8.08 shall not be required to provide any bond or other security in connection with any such order
or injunction.


 


Section 8.09     WAIVER
OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT
IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION
HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING WITH RESPECT TO ANY PROCEEDING OR COUNTERCLAIM
THAT INVOLVES THE FINANCING SOURCES. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT
MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVER AND CERTIFICATIONS IN THIS Section 8.09.


 


Section 8.10     Remedies. Except
as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement shall be
cumulative with, and not exclusive of, any other remedy contained in this Agreement, at law or in equity. The exercise by a
party to this Agreement of any one remedy shall not preclude the exercise by it of any other remedy.


 


Section 8.11     Notices. All
notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered
personally, facsimiled (which is confirmed by email), emailed (which is confirmed by facsimile) or sent by overnight courier
(providing proof of delivery) to the parties at the following addresses:


 


If to Parent, GP Buyer or Merger Sub, to it at:


 


New Fortress Energy Inc.


111 W. 19th Street, 8th Floor


New York, New York 10011


Attn:     Cameron
D. MacDougall


Email:    cmacdougall@fortress.com



 






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with a copy (which shall not constitute notice) to:


 


Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001


 


	 	Attention:	Joseph A. Coco
	 	Facsimile:	212-735-2000
	 	Email:	joseph.coco@skadden.com
	 	 
	 	Attention:	Thomas W. Greenberg
	 	Facsimile:	212-735-2000
	 	Email:	thomas.greenberg@skadden.com



 


Skadden, Arps, Slate, Meagher & Flom LLP

1000 Louisiana St, Suite 6800

Houston, TX 77002


 


	 	Attention: 	Eric C. Otness
	 	Facsimile: 	713-483-9135
	 	Email: 	eric.otness@skadden.com



 


If to the Partnership, to:


 


Golar LNG Partners LP

6th Floor, The Zig Zag

70 Victoria Street

London SW1E 65Q

United Kingdom


 


	 	Attention: 	Karl
Staubo
	 	Email: 	karl.staubo@golar.com



 


with copies (which shall not constitute notice) to:


 


Akin Gump Strauss Hauer & Feld LLP

1111 Louisiana Street, 44th Floor

Houston, Texas 77002-5200


 


	 	Attention: 	John
Goodgame, Lisa Hearn
	 	Facsimile: 	713-236-0822
	 	Email: 	jgoodgame@akingump.com; lhearn@akingump.com



 






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If to the General Partner, to:


 


Golar GP LLC

2nd Floor, S.E. Pearman Building

9 Par-la-Ville Road

Hamilton HM 11, Bermuda	 	Attention: 	Karl Staubo
	 	Facsimile: 	+44 (0)207 063 7901
	 	Email: 	karl.staubo@golar.com
	 	 	GMLLegal@golar.com




 


with copies (which shall not constitute notice) to:


 


Baker Botts L.L.P.

30 Rockefeller Plaza

New York, New York 10112


 


	 	Attention: 	Michael
Swidler
	 	Facsimile: 	212-259-2511
	 	Email: 	michael.swidler@bakerbotts.com



 


Baker Botts L.L.P.

700 K Street, N.W.

Washington, DC 20001


 


	 	Attention: 	Catherine
Gallagher
	 	Email: 	Catherine.gallagher@bakerbotts.com



 


or such other address, email address or
facsimile number as such party may hereafter specify by like notice to the other parties hereto. All such notices, requests and
other communications shall be deemed received on the date of actual receipt by the recipient thereof if received prior to 5:00 p.m. local
time in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication
shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.


 


Section 8.12          Severability.
If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid,
illegal or incapable of being enforced by any rule of Law or public policy, all other terms, provisions and conditions of
this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term, condition or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate to attempt to modify this Agreement so
as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law in an
acceptable manner to the end that the Transactions are fulfilled to the extent possible.


 


Section 8.13         Definitions.


 


(a)          As
used in this Agreement, the following terms have the meanings ascribed thereto below:


 






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“Acceptable
Confidentiality Agreement” means any confidentiality agreement entered into by the Partnership from and after the date
of this Agreement that contains provisions that are not materially less favorable in the aggregate to the Partnership than those
contained in the Confidentiality Agreement.


 


“Action”
means legal actions, causes of action, claims, demands, controversies, disputes, arbitrations, hearings, charges, complaints, investigations,
examinations, indictments, litigations, suits or other civil, criminal, administrative or investigative proceedings.


 


“Affiliate”
means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control
with, such Person. For this purpose, “control” (including, with its correlative meanings, “controlled by”
and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause
the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership
interests, by contract or otherwise.


 


“Antitrust
Laws” means the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, all
applicable non-U.S. antitrust Laws and all other applicable Laws issued by a Governmental Authority that are designed or intended
to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of
competition through merger or acquisition.


 


“Burdensome
Condition” means, unless specifically waived in writing by Parent at its discretion, anything that shall require Parent
or any Parent Subsidiary or permit the Partnership or any Partnership Subsidiary to undertake any efforts or to take any action
(including accepting or agreeing to any terms, conditions, liabilities, obligations, commitments or sanctions relating to the operation
of the business of Parent or any of its Subsidiaries, the Partnership or any of its Subsidiaries or otherwise or proposing, negotiating,
committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition
of assets or businesses of Parent or the Partnership or their respective Subsidiaries) if the taking of such efforts or action,
individually or in the aggregate, would reasonably be expected to result in a material adverse effect on (i) the Partnership
and its Subsidiaries, taken as a whole, (ii) Parent, or (iii) Parent, after giving effect to the Transaction (taking
into account the expected benefits of the Transaction to Parent); provided that, in the case of clauses (ii) and (iii),
the materiality of any adverse effect shall be measured against the size of the assets and business of the Partnership and its
Subsidiaries, taken as a whole.


 


“Business
Day” means a day except a Saturday, a Sunday or other day on which the banks in the City of New York are authorized or
required by Law to be closed.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Common Unit”
has the meaning set forth in the Partnership Agreement.


 


“Common Unitholders”
means the holders of Common Units.


 






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“Covered Proposal”
means a Takeover Proposal, substituting “75%” for each occurrence of “15%” in the definition of “Takeover
Proposal”.


 


“COVID-19”
means the COVID-19 pandemic, including any evolutions or mutations of the COVID-19 disease, and any further epidemics or pandemics
arising therefrom.


 


“COVID-19
Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social
distancing, shut down, closure, sequester, safety or similar Law, directive or guidelines promulgated by any Governmental Authority,
including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or
in response to COVID-19.


 


“Encumbrance”
means any mortgage, deed of trust, lease, license, condition, covenant, restriction, hypothecation, option to purchase or lease
or otherwise acquire any interest, right of first refusal or offer, conditional sales or other title retention agreement, adverse
claim of ownership or use, easement, encroachment, right of way or other title defect, third-party right or encumbrance of any
kind or nature.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“ERISA Affiliate”
means any Person under common control with the Partnership within the meaning of Section 414(b), Section 414(c), Section 414(m) or
Section 414(o) of the Code and the regulations thereunder.


 


“Exchange
Act” means Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Financing
Sources” means the Persons that have committed to provide or have otherwise entered into agreements including any engagement
letters or commitment letters, in each case, in connection with any debt or equity financing in connection with the transactions
contemplated hereby, and any joinder agreements, indentures or credit agreements entered into pursuant thereto, including the lenders
and investors thereunder, together with their Affiliates, officers, directors, employees, agents and representatives involved in
such financing and their successors and assigns; it being understood that Parent, GP Buyer and Merger Sub shall not be Financing
Sources for any purposes hereunder.


 


“GAAP”
means generally accepted accounting principles in the United States, consistently applied.


 


“Governmental
Authority” means any government, court, regulatory or administrative agency, arbitral body or self-regulated entity,
tribunal, commission or authority or other legislative, executive or judicial Governmental Authority, whether federal, national,
provincial, state, local, foreign or multinational.


 


“GP Unit”
means a “General Partner Unit” as such term is defined in the Partnership Agreement.


 






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“Hazardous
Materials” means (a) petroleum, petroleum products and by-products, asbestos and asbestos-containing materials,
urea formaldehyde foam insulation, electronic, medical or infectious wastes, polychlorinated biphenyls, radon gas, mold, greenhouse
gasses, radioactive substances, per- and polyfluoroalkyl substances (including PFAs, PFOA, PFOS, Gen X, and PFBs), and chlorofluorocarbons
and all other ozone-depleting substances and (b) any other chemical, material, substance or waste that is regulated by or
for which liability or standards of conduct may be imposed pursuant to Environmental Laws.


 


“Incentive
Distribution Right” has the meaning set forth in the Partnership Agreement.


 


“Indebtedness”
of any Person means: (a) indebtedness created, issued or incurred by such Person for borrowed money (whether by loan or the
issuance and sale of debt securities or the sale of property of such Person to another Person subject to an understanding or agreement,
contingent or otherwise, to repurchase such property) or payment obligations issued or incurred by such Person in substitution
or exchange for payment obligations for borrowed money; (b) obligations of such Person to pay the deferred purchase or acquisition
price for any property of such Person; (c) reimbursement obligations of such Person in respect of drawn letters of credit
or similar instruments issued or accepted by banks and other financial institutions for the account of such Person; (d) obligations
of such Person under a lease to the extent such obligations are required to be classified and accounted for as a capital lease
on a balance sheet of such Person under GAAP; (e) arising out of swaps, options, forward sales contracts, derivatives and
other hedging, cap, collar or futures Contracts, financial instruments or arrangements; and (f) indebtedness of others (other
than any wholly owned Subsidiary of such Person) as described in clauses (a) through (f) above guaranteed by such Person;
but Indebtedness does not include accounts payable to trade creditors, or accrued expenses arising in the Ordinary Course consistent
with past practice, in each case, that are not yet due and payable, or are being disputed in good faith, and the endorsement of
negotiable instruments for collection in the Ordinary Course.


 


“Intellectual
Property” means all intellectual property and other similar proprietary rights in any jurisdiction, whether registered
or unregistered, including such rights in and to: any patent (including all reissues, divisions, continuations, continuations-in-part
and extensions thereof), patent application and patent right; any trademark, service mark, trade name, business name and brand
name, including any and all goodwill associated therewith; any copyright and database rights; any internet domain name; and any
trade secret, know-how and other information of a proprietary nature.


 


“Knowledge”
means, (i) with respect to the Partnership, the actual knowledge of the individuals listed on Section 8.13 of
the Partnership Disclosure Schedule, after due inquiry of their direct reports, and (ii) with respect to Parent or Merger
Sub, the actual knowledge of the individuals listed on Section 8.13 of the Parent Disclosure Schedule, after due inquiry
of their direct reports.


 


“Liens”
means any pledges, liens, claims, options, charges, mortgages, Encumbrances or security interests of any kind or nature.


 


“Limited Partner”
has the meaning set forth in the Partnership Agreement.


 






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“Marshall
Islands LLC Act” means the Marshall Islands Limited Liability Company Act of 1996, as amended.


 


“Marshall
Islands LP Act” means the Marshall Islands Limited Partnership Act, as amended.


 


“Material
Adverse Effect” means, with respect to the Partnership and its Subsidiaries, (a) a
material adverse effect on the ability of the Partnership or its Subsidiaries to perform or comply with any material obligation
under this Agreement or to consummate the transactions contemplated hereby in accordance with the terms hereof, or (b) any
change, effect, event or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material
adverse effect on the business, assets, liabilities, financial condition or results of operations of the Partnership and its Subsidiaries,
taken as a whole; provided, however, that, in the case of clause (b) any changes, effects, events or occurrences
to the extent resulting from or due to any of the following shall be disregarded in determining whether there has been a Material
Adverse Effect: (i) changes, effects, events or occurrences generally affecting the United States or global economy, the financial,
credit, debt, securities or other capital markets or political, legislative or regulatory conditions or changes in the industries
in which the Partnership or its Subsidiaries operates; (ii) the announcement, pendency or consummation of this Agreement or
the transactions contemplated hereby or the performance of this Agreement (including the impact thereof on relationships with customers
or employees); provided that this clause shall not apply to the representations and warranties set forth in Section 3.03;
(iii) any change in the market price or trading volume of Common Units (it being understood and agreed that the foregoing
shall not preclude any other Party to this Agreement from asserting that any facts or occurrences giving rise to or contributing
to such change that are not otherwise excluded from the definition of Material Adverse Effect should be deemed to constitute, or
be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect);
(iv) acts of war or terrorism (or the escalation of the foregoing), epidemics or pandemics (including COVID-19 and any COVID-19
Measures) or natural disasters or other force majeure events; (v) changes in any applicable Laws or regulations applicable
to the Partnership or its Subsidiaries, GAAP or applicable accounting regulations or principles or the interpretation thereof;
(vi) any Proceedings commenced by or involving any current or former member, partner or stockholder of the Partnership or
its Subsidiaries (on their own or on behalf of such Person) arising out of or related to this Agreement or the transactions contemplated
hereby; (vii) changes, effects, events or occurrences generally affecting the prices of oil, gas, natural gas, natural gas
liquids or other commodities; (viii) any action taken by the Partnership or its Subsidiaries that is expressly required by
the covenants set forth herein (other than Section 5.01) or at Parent’s express written request or with Parent’s
written consent, or the failure to take any action by the Partnership or its Subsidiaries if that action is prohibited by this
Agreement and the Parent did not consent to such action; and (ix) any action taken by Parent or any of its Affiliates (including
termination by Parent or any of its Affiliates of any contract between such Person and the Partnership or any of its Subsidiaries);
provided, however, that changes, effects, events or occurrences referred to in clauses (i), (iv), (v) and (vii) above
shall be considered for purposes of determining whether there has been or would reasonably be expected to be a Material Adverse
Effect if and to the extent such changes, effects, events or occurrences has had or would reasonably be expected to have a disproportionate
adverse effect on the Partnership and its Subsidiaries, as compared to other companies operating in the industries in which the
Partnership and its Subsidiaries operate, in which case only the incremental disproportionate adverse effect of such changes, effects,
events or occurrences shall be taken into account for the purpose of determining whether there has been or would reasonably be
expected to be a Material Adverse Effect.


 






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“Nasdaq”
means the Nasdaq Global Select Market.


 


“Ordinary
Course” means, with respect to any Person, the conduct by a Person of the relevant business in the ordinary course.


 


“Parent Bylaws”
means the Bylaws of Parent, as amended to the date of this Agreement.


 


“Parent Charter”
means the Certificate of Incorporation of Parent, as from time to time amended.


 


“Parent Material
Adverse Effect” means, with respect to Parent and its Subsidiaries, a material adverse effect on the ability of Parent
or its Subsidiaries to perform or comply with any material obligation under this Agreement or to consummate the transactions contemplated
hereby and by the Transfer Agreement in accordance with the terms hereof and thereof.


 


“Parent Organizational
Documents” means the Parent Charter and the Parent Bylaws.


 


“Partnership
Agreement” means the Partnership’s Third Amended and Restated Agreement of Limited Partnership, as amended to the
date of this Agreement.


 


“Partnership
Board Recommendation” means the recommendation by the Partnership Board of the adoption and approval of this Agreement
and the Transactions to the Common Unitholders.


 


“Partnership
Charter” means the Partnership’s Certificate of Limited Partnership, as amended to the date of this Agreement.


 


“Partnership
Interest” means any class or series of equity interest in the Partnership (but excluding any options, rights, warrants,
restricted units and appreciation rights relating to an equity interest in the Partnership), including common units, preferred
units, general partner units and Incentive Distribution Rights.


 


“Partnership
Intervening Event” means any event, development or occurrence that is material to the Partnership and its Subsidiaries,
taken as a whole, that was not known or reasonably foreseeable to the Partnership Board on the date of this Agreement (or if known,
the consequences of which were not known or reasonably foreseeable to the Partnership Board as of the date of this Agreement),
which event or circumstance, or any consequence thereof, becomes known to the Partnership Board after the date hereof and prior
to the Partnership Unitholder Approval; provided, however, that in no event shall any of the following effects, changes,
events, facts, conditions, developments or occurrences be taken into account in determining whether an Intervening Event has occurred:
(A) the receipt, existence or terms of a Takeover Proposal or any matter relating thereto or direct or indirect consequence
thereof; (B) any effect, change, event, fact, condition, development or occurrence generally affecting (1) the petroleum
industry generally or the marine-based LNG midstream or downstream industries (including the related terminaling, storage, processing
and marketing industries), including regulatory conditions (or changes therein) of any other industry in which the Partnership
and its Subsidiaries operate, or (2) the economy, credit, financial, capital or commodities markets in the countries in which
the Partnership or its Subsidiaries operate, or elsewhere in the world, including changes in interest or currency exchange rates;
or (C) the fact that, in and of itself, the Partnership or any of its Subsidiaries exceeds any internal or published projections,
forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period ending
after the date of this Agreement, or changes or prospective changes in the market price or trading volume of the Common Units on
the Nasdaq (it being understood that the underlying facts giving rise or contributing to such events may be taken into account
in determining whether there has been an Intervening Event if such facts are not otherwise excluded under this definition)


 






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“Partnership
Organizational Documents” means the Partnership Charter and the Partnership Agreement and the partnership agreement and
charter (or similar organizational documents) of each Subsidiary of the Partnership.


 


“Partnership
Phantom Unit” means an award of notional Common Units granted under a Partnership Plan that is payable in Common Units
or the value of which is determined by reference to the value of Common Units.


 


“Partnership
Plan” means each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) and
each other material employment or employee benefit plan, program, practice, policy, arrangement or agreement, including any compensation,
equity or equity-based compensation, bonus, incentive compensation, management incentive scheme, employment, change in control,
retention, retirement, pension, post-employment benefits, supplemental retirement, deferred compensation, profit-sharing, unemployment,
severance, termination pay, health or medical benefits, employee assistance program, welfare, hospitalization, life, accidental
death and dismemberment, long-term disability or short-term disability, sick-leave, fringe benefit or other similar compensation
or employee benefit plan, program, practice, policy, arrangement or agreement, in each case, whether written or unwritten and whether
or not subject to ERISA, for any current or former employee, director, officer or individual service provider of the Partnership
or any of its Subsidiaries, which is maintained, administered, sponsored, participated in, contributed to or required to be contributed
to by the Partnership or any of its Subsidiaries, or with respect to which the Partnership or any of its Subsidiaries could reasonably
be expected to have any liability; provided that, in no event shall a Partnership Plan include any plan, program,
arrangement or practice that is implemented, administered or operated by a Governmental Authority.


 


“Partnership
Preferred Unit” means a Series A Preferred Unit, as defined in the Partnership Agreement.


 


“Partnership
Unitholder Approval” means approval of holders of a Unit Majority.


 






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“Permitted
Encumbrances” means with respect to any Person, (a) easements, rights-of-way, encroachments, restrictions, conditions
and other similar Encumbrances incurred or suffered in the Ordinary Course and which, individually or in the aggregate, do not
and would not reasonably be expected to materially impair the use (or contemplated use), utility or value of the applicable real
property or otherwise materially impair the present or contemplated business operations at such location; (b) zoning, entitlement,
building and other land-use regulations imposed by Governmental Authorities having jurisdiction over such real property, (c) statutory
Encumbrances for current Taxes not yet due and payable or the amount or validity of which is being contested in good faith by appropriate
Proceedings and are adequately reserved for in accordance with GAAP; (d) mechanics’, carriers’, workers’,
repairers’ and similar statutory Encumbrances arising or incurred in the Ordinary Course for amounts which are not delinquent
or which are being contested by appropriate Proceedings; (e) zoning, entitlement, building and other land use regulations
imposed by Governmental Authorities having jurisdiction over such Person’s owned or leased real property, which are not violated
by the current or anticipated use and operation of such real property; (f) any right of way or easement related to public
roads and highways; (g) Encumbrances arising under workers’ compensation, unemployment insurance, social security, retirement
and similar legislation; (h) Encumbrances arising from the terms of the leases and other instruments creating such title or
interest that do not materially affect the value or materially impair the use or operation of such property; (i) maritime
and other Encumbrances arising by operation of law or otherwise in the Ordinary Course that do not impair value or materially impair
the operation of the business of the Partnership; (j) Encumbrances arising under the $800 million Senior Secured Facilities
Agreement, dated as of April 27, 2016, among Golar Operating, the Partnership and the guarantors and lenders party thereto,
as amended; (k) Encumbrances under the Shareholders Agreement in respect of Faraway Maritime Shipping Company, dated June 14,
1997, as amended August 8, 2016; (l) Encumbrances arising under and related to the Lease Agreement dated August 27,
2003 among A&L CF June (3) Limited and Golar LNG 2215 Corporation, as amended, in respect of the Methane Princess,
which shall be released at Closing; (m) Encumbrances arising under and related to the Share Security Deed dated November 25,
2015, by and between Golar Operating and Sea 23 Leasing Co. Limited, in respect of the Golar Eskimo; and (n) Encumbrances
arising under and related to the $175,000,000 Term Loan and Revolving Loan Facility in respect of the Nusantara Regas Satu.


 


“Person”
means an individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization
or any other entity, including a Governmental Authority.


 


“Proceeding”
means any (a) action, claim, suit, investigation, charge, complaint, review, litigation, audit, inquiry or other hearing or
proceeding by or before any Governmental Authority, whether civil, criminal, administrative, investigative or otherwise and whether
or not such proceeding results in a formal civil or criminal litigation or regulatory action, (b) arbitration or (c) mediation.


 


“Proxy Statement”
means the proxy statement relating to the Partnership Unitholders’ Meeting (as amended or supplemented from time to time).


 


“Release”
means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping
or disposing into the Environment.


 






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“Representatives”
means, with respect to any Person, its officers, directors, employees, consultants, agents, financial advisors, investment bankers,
attorneys, accountants, other advisors, Subsidiaries, controlled Affiliates and other representatives.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Series A
Distributions” has the meaning set forth in the Partnership Agreement.


 


“Subsidiary”
when used with respect to any party, means any corporation, limited liability company, partnership, association, trust or other
entity of which securities or other ownership interests representing 50% or more of the equity or 50% or more of the ordinary voting
power (or, in the case of a partnership, 50% or more of the general partnership interests) are, as of such date, owned by such
party or one or more Subsidiaries of such party or by such party and one or more Subsidiaries of such party.


 


“Superior
Proposal” means a bona fide written Covered Proposal that did not result from a material breach of Section 5.04,
which the Partnership Board (acting on the recommendation of the Conflicts Committee) determines in good faith (after consultation
with its financial advisor and outside legal counsel), and taking into account all legal, regulatory, financial, financing and
other aspects of the Covered Proposal deemed relevant by the Partnership Board (including payment of any termination fee) (a) is
on terms and conditions more favorable from a financial point of view to the Partnership, including the Common Unitholders, than
those contemplated by this Agreement, (b) the conditions to the consummation of which are all reasonably capable of being
satisfied in the reasonable opinion of the Conflicts Committee and (c) for which financing, to the extent required, is then
fully committed or reasonably determined to be available by the Conflicts Committee.


 


“Takeover
Proposal” means any inquiry, proposal or offer from any Person (other than Parent and its Subsidiaries) relating to,
in a single transaction or series of related transactions, any direct or indirect (i) sale, lease, exchange, transfer or other
disposition of 15% or more of the fair market value of the assets of the Partnership and its Subsidiaries, taken as a whole, (ii) sale
of Common Units or other securities representing 15% or more of the Common Units of the Partnership, including by way of a tender
offer or exchange offer or (iii) merger, amalgamation, consolidation, exchange, business combination, reorganization, recapitalization,
liquidation, dissolution or similar transaction involving the Partnership or any of its Subsidiaries pursuant to which such Person
(or the shareholders of any Person) would acquire, directly or indirectly, 15% or more of the aggregate voting power of the Partnership
or the surviving entity in a transaction involving the Partnership or the resulting direct or indirect parent of the Partnership
or such surviving entity in any such transaction, in each case, other than the Transactions.


 


“Transfer
Agreement” means that certain Transfer Agreement between GP Parent and GP Buyer in substantially the form attached hereto
as Exhibit A.


 


“Unit Majority”
has the meaning set forth in the Partnership Agreement.


 






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“Willful
Breach” means a material breach of this Agreement that is a consequence of a deliberate act or omission undertaken by
the breaching party with the Knowledge that the taking of or the omission of taking such act would, or would reasonably be expected
to, cause or constitute a material breach of this Agreement.


 


(b)          The
following terms are defined in the section of this Agreement set forth after such term below:


 


Terms Not Defined in Section 8.13(a)


 


Section


 


	2019 Form 20-F	 	Section 3.05(b)
	Adverse
    Recommendation Change	 	Section 5.03
	Agreement	 	Preamble 
	Bankruptcy
    and Equity Exception	 	Section 3.03(a)
	Book-Entry
    Unit	 	Section 2.01(c)
	Certificate	 	Section 2.01(c)
	Certificate of Merger	 	Section 1.02
	Chosen
    Courts	 	Section 8.07(b)
	Closing	 	Section  1.06
	Closing
    Date	 	Section 1.06
	Common
    Unit Consideration	 	Section 2.01(c)
	Confidentiality
    Agreement	 	Section 5.08(a)
	Conflicts
    Committee	 	Recitals
	Conflicts
    Committee Financial Advisor	 	Section 3.23
	Contract	 	Section 3.03(d)
	D&O
    Tail Insurance	 	Section 5.09(b)
	Effective
    Time	 	Section 1.02
	Environmental
    Laws	 	Section 3.16
	Environmental
    Permits	 	Section 3.16
	Exchange Fund	 	Section 2.02(a)
	Existing
    Confidentiality Agreement	 	Section 5.04(a)
	Existing
    Debt Documents	 	Section 5.12(f)
	Financial
    Statements	 	Section 3.05(b)
	Financing	 	Section 5.12(a)
	General Partner	 	Preamble
	GP Buyer	 	Preamble
	GP Parent	 	Recitals
	GP Transfer	 	Recitals
	Hazardous
    Material	 	Section 3.16
	Indemnitee	 	Section 5.09(a)
	Joint Venture Contracts	 	Section 3.18 
	Joint Venture
    Entity	 	Section 3.02(d)
	Joint Venture
    Interests	 	Section 3.02(d)
	Latest
    Balance Sheet	 	Section 3.05(b)
	Laws	 	Section 3.08(a)
	Maximum Amount	 	Section 5.09(b) 
	Merger	 	Recitals
	Merger Sub	 	Preamble




 



    70


     


    

 


	Merger Sub Units	 	Section 2.01
	OFAC	 	Section 3.21(b)
	Parent	 	Preamble
	Parent
    Disclosure Schedule	 	Article IV
	Parent
    Filed SEC Documents	 	Article IV
	Partnership	 	Preamble
	Partnership
    2020 SEC Documents	 	Section 3.05 (a)
	Partnership
    Board	 	Recitals
	Partnership
    Disclosure Schedule	 	Article III
	Partnership
    Filed SEC Documents	 	Article III
	Partnership
    Material Contracts	 	Section 3.17(a)
	Partnership Notice Period	 	Section 5.03(b)(i)
	Partnership
    Option	 	Section 2.04
	Partnership
    Securities	 	Section 3.02(b)
	Partnership
    Unitholders’ Meeting	 	Section 5.02(b)
	Paying
    Agent	 	Section 2.02(a)
	Permits	 	Section 3.08(b)
	Pre-Closing Period	 	Section 5.01(a)
	Pre-Closing Reorganization	 	Section 5.17(a)(i)
	Required
    Regulatory Approvals	 	Section 6.01(b)
	Sanctions	 	Section 3.21(a)
	Sanctions	 	Section 3.21(a)
	Sanctioned
    Country	 	Section 3.21(a)
	Sanctioned
    Persons	 	Section 3.21(a)
	Securities
    Act	 	Section 3.02(c)
	Significant
    Customer	 	Section 3.19
	Surviving
    Entity	 	Section 1.01
	Surviving
    Entity Units	 	Section 2.01(a)
	Tail Period	 	Section 5.09(b)
	Takeover
    Law	 	Section 3.13
	Tax	 	Section 3.09(p)
	Tax Returns	 	Section 3.09(p)
	Termination
    Date	 	Section 7.01(b)(i)
	Termination
    Fee	 	Section 7.03(a)(ii)
	Transactions	 	Recitals
	Transfer
    Taxes	 	Section 5.06
	Vessel	 	Section 3.15






 


Section 8.14         Fees
and Expenses. Except as otherwise set forth in this Agreement, whether or not the Merger is consummated, all fees and
expenses incurred in connection with the Merger, this Agreement and the other Transactions shall be paid by the party incurring
or required to incur such fees or expenses.


 






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Section 8.15          Interpretation.


 


(a)          When
a reference is made in this Agreement to an Article, a Section, Exhibit or Schedule, such reference shall be to an Article of,
a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents and headings
contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement,
they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein”
and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement. The terms “or”, “any” and “either” are
not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject
or other thing extends, and such phrase shall not mean simply “if”. The word “will” shall be construed
to have the same meaning and effect as the word “shall”. The phrase “provided or made available” with
respect to the Partnership or any of its Subsidiaries shall be construed to mean posted and accessible to Parent in the “Project
Lobos VDR” data site operated by Intralinks, Inc., and which has been posted to such data site prior to the execution
and delivery of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any document
made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable
to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of
such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred
to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the
case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes
and references to all attachments thereto and instruments incorporated therein; provided that with respect to agreements
and instruments, any such amendment, modification or supplement made after the date of this Agreement shall be made in accordance
with Section 5.01(a). Unless otherwise specifically indicated, all references to “dollars” or “$”
shall refer to the lawful money of the United States. References to a Person are also to its permitted assigns and successors.
Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than
a Business Day, the party having such right or duty shall have until the next Business Day to exercise such right or discharge
such duty.


 


(b)          The
parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption
or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement.


 


Section 8.16         Non-Recourse
Against Financing Sources; Waiver of Certain Claims. Each of the Partnership, on behalf of itself and its Affiliates,
and the General Partner, on behalf of itself and its Affiliates, hereby agrees that none of the Financing Sources shall have any
liability or obligations to the Partnership, the General Partner or any of their respective Affiliates relating to this Agreement
or any of the transactions contemplated hereby (including with respect to the Financing). Each of the Partnership, on behalf of
itself and its Affiliates, and the General Partner, on behalf of itself and its Affiliates, hereby waives any and all claims and
causes of action (whether at law, in equity, in contract, in tort or otherwise) against the Financing Sources that may be based
upon, arise out of or relate to this Agreement, any financing commitment or the transactions contemplated hereby (including the
Financing).


 


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left blank.]


 



    72


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.


 


	 	GOLAR LNG PARTNERS LP




 


	 	By:	/s/ Karl Fredrik Staubo
	 	 	Name: Karl Fredrik Staubo
	 	 	Title: Authorized Signatory




 


	 	GOLAR GP LLC




 


	 	By:	/s/ Georgina Sousa
	 	 	Name: Georgina Sousa
	 	 	Title: Director




 


[Signature
page to Agreement and Plan of Merger]


 






    


     


    

 


	 	NEW FORTRESS ENERGY INC.




 


	 	By:	/s/ Christopher Guinta
	 	 	Name: Christopher Guinta
	 	 	Title: Director




 


	 	LOBOS ACQUISITION LLC




 


	 	By:	/s/ Christopher Guinta
	 	 	Name: Christopher Guinta
	 	 	Title: Director




 


	 	NFE INTERNATIONAL HOLDINGS LIMITED




 


	 	By:	/s/ Christopher Guinta
	 	 	Name: Christopher Guinta
	 	 	Title: Director




 


[Signature
page to Agreement and Plan of Merger]