Form 20-F GOLAR LNG LTD For: Dec 31


Get immediate alerts when information breaks in your shares. Claim your 1-week free trial to [*****]StreetInsider Premium here.


Exhibit 2.3

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

The following description units forth sure materials phrases and provisions of Golar LNG Limited’s securities which can be registered underneath Section 12 of the Securities Exchange Act of 1934, as amended.

DESCRIPTION OF COMMON SHARES

The respective variety of widespread shares issued and excellent as of the final day of the fiscal 12 months for the annual report on Form 20-F to which this description is hooked up or included by reference as an exhibit, is offered on the quilt web page of such annual report on Form 20-F.

Voting Rights

The holders of our widespread shares will probably be entitled to 1 vote per share on every matter requiring the approval of the holders of the widespread shares. At any annual or particular basic assembly of shareholders the place there’s a quorum, a easy majority vote will typically determine any matter, until a special vote is required by specific provision of the amendments to the Bye-Laws made on September 20, 2013 (“Amended Bye-Laws”) or Bermuda legislation.

The Companies Act and our Amended Bye-Laws don’t confer any conversion or sinking fund rights hooked up to our widespread shares.

Preemptive Rights

Bermuda legislation doesn’t present a shareholder with a preemptive proper to subscribe for extra problems with an organization’s shares until, and to the extent that, the fitting is expressly granted to the shareholder underneath the bye-laws of an organization or underneath any contract between the shareholder and the corporate.

Holders of our widespread shares do not need any preemptive rights pursuant to the Amended Bye-Laws.

Transfer of Shares

Subject to the Companies Act any Shareholder could switch all or any of his shares by an instrument of switch within the ordinary widespread type or in every other type which the Board of Directors could approve.

The Board of Directors could decline to register the switch of any share, and should direct the Registrar to say no (and the Registrar shall decline if that’s the case requested) to register the switch of any curiosity in any share held via the VPS, if the registration of such switch can be probably, within the opinion of the Board, to end in fifty p.c or extra of the combination issued share capital of the Company or shares of the Company to that are hooked up fifty p.c or extra of the votes hooked up to all excellent shares of the Company being held or owned immediately or not directly, (together with, with out limitation, via the VPS) by an individual or individuals resident for tax functions in a jurisdiction which applies a managed overseas firm tax laws or an identical tax regime which, within the Board’s opinion, could have the impact that Shareholders are taxed individually for a proportion of the Company’s earnings (a “CFT Jurisdiction“), offered that this provision shall not apply to the registration of shares within the title of the Registrar as nominee of individuals whose pursuits in such shares are mirrored within the VPS, however shall apply, mutatis mutandis, to pursuits in shares of the Company held by individuals via the VPS.

Repurchase of Shares

Subject to the Companies Act, the Memorandum of Association and the Amended Bye-Laws, our Board could infrequently repurchase any widespread shares for cancellation or to be held as treasury shares.


Holders of our widespread shares, nonetheless, do not need any proper to require the Company to buy their shares pursuant to the Amended Bye-Laws.

Redemption of Preference Shares

The Company could, with the approval of the shareholders, subject choice shares that are redeemable on the possibility of the Company or the holder, topic to the Companies Act, the Memorandum of Association and the Amended Bye-Laws.

Call on Shares

Pursuant to the Amended Bye-Laws, the Board could infrequently make calls upon our shareholders in respect of any moneys unpaid on their shares.

Reduction of Share Capital

Subject to the Companies Act, the Memorandum of Association and the Amended Bye-Laws, the shareholders could by decision authorize the discount of the Company’s issued share capital or any capital redemption reserve fund or any share premium or contributed surplus account in any method.

Dividend and Other Distributions

Under the Companies Act, an organization could, topic to its bye-laws and by decision of the administrators, declare and pay a dividend, or make a distribution out of contributed surplus, offered there are affordable grounds for believing that (a) the corporate is, and would after the fee be, capable of pay its liabilities as they turn out to be due and (b) the realizable worth of its property can be larger than its liabilities.

The Amended Bye-Laws present that the Board infrequently could declare money dividends or distributions out of contributed surplus to be paid to the shareholders in response to their rights and pursuits, together with such interim dividends as seem to the Board of Directors to be justified by the place of the Company.

Board of Directors

The Amended Bye-Laws present that the Board shall encompass not lower than two members and shall always comprise a majority of administrators who will not be resident within the United Kingdom. Our shareholders could change the variety of administrators by the vote of shareholders representing a easy majority of the entire variety of votes which can be solid at any annual or particular basic assembly, or by written decision. Each director is elected at an annual basic assembly of shareholders for a time period commencing upon election and every director shall serve till re-elected or their successors are appointed on the date of the subsequent scheduled annual basic assembly of shareholders. There aren’t any provisions for cumulative voting within the Companies Act or the Amended Bye-Laws and the Amended Bye-Laws don’t comprise any super-majority voting necessities.

Subject to the Companies Act, the Amended Bye-Laws allow our administrators to have interaction in any transaction or association with us or by which we could in any other case have an interest. Additionally, so long as our director declares the character of his or her curiosity instantly or thereafter at a gathering of the board of administrators, or by writing to the administrators as required by the Companies Act, she or he shall not, by cause of his workplace be held accountable for any profit derived from any exterior workplace or employment.

Our administrators will not be required to retire due to their age and will not be required to be holders of our widespread shares.

Removal of Directors and Vacancies on the Board

Under the Companies Act, any director could also be eliminated, with or with out trigger, by a vote of nearly all of shareholders if the bye-laws so present. An organization could take away a director by particularly convening a particular basic assembly of the shareholders. The Amended Bye-Laws present that administrators could also be eliminated, with or with out trigger, by a vote of the shareholders representing a majority of the votes current and entitled to vote at a


particular basic assembly referred to as for that goal. The discover of any such particular basic assembly should be served on the director involved at least 14 days earlier than the particular basic assembly and she or he shall be entitled to be heard at that particular basic assembly.

Any director emptiness created by the elimination of a director from our Board at a particular basic assembly could also be stuffed by the election of one other director in his place by a majority vote of the shareholders entitled to vote on the particular basic assembly referred to as for the aim of elimination of that director, or within the absence of such election, by the Board. The Board could fill informal vacancies as long as quorum of administrators stays in workplace. Each director elected to the Board to fill a emptiness shall serve till the subsequent annual basic assembly of shareholders and till a successor is duly elected and certified or till such director’s resignation or elimination.

Shareholder Meetings

Under the Companies Act, an annual basic assembly of the shareholders shall be held for the election of administrators on any date or time as designated by or within the method offered for within the bye-laws and held at such place inside or exterior Bermuda as could also be designated within the bye-laws. Any different correct enterprise could also be transacted on the annual basic assembly.

Under the Companies Act, any assembly that isn’t the annual basic assembly is named a particular basic assembly, and could also be referred to as by the Board or by such individuals as licensed by the corporate’s memorandum of affiliation or bye-laws. Under the Companies Act, holders of one-tenth of an organization’s issued widespread shares may name particular basic conferences. At such particular basic assembly, solely enterprise that’s associated to the aim set forth within the required discover could also be transacted. Additionally, underneath Bermuda legislation, an organization could, by decision at a particular basic assembly, elect to dispense with the holding of an annual basic assembly for (a) the 12 months by which it’s made and any subsequent 12 months or years; (b) for a specified variety of years; or (c) indefinitely.

Under the Companies Act, discover of any basic assembly should be given not lower than 5 (5) days earlier than the assembly and shall state the place, date and hour of the assembly and, within the case of a particular basic assembly, shall additionally state the aim of such assembly and the that it’s being referred to as on the course of whoever is asking the assembly. Under Bermuda legislation, unintended failure to provide discover is not going to invalidate proceedings at a basic assembly.

Annual General Meetings. The Amended Bye-Laws present that the Board could repair the date, time and place of the annual basic assembly inside or with out Bermuda (however by no means within the United Kingdom or in a CFT Jurisdiction) for the election of administrators and to transact every other enterprise correctly introduced earlier than the assembly.

Special General Meetings. The Amended Bye-Laws present that particular basic conferences could also be referred to as by the Board and when required by the Companies Act (i.e. by holders of one-tenth of an organization’s issued widespread shares via a written request to the Board).

Notice Requirements. The Amended Bye-Laws present that we should give not lower than 5 (5) days’ discover earlier than any annual or particular basic assembly.

Quorum of Shareholders

Under the Companies Act, the place the bye-laws so present, a basic assembly of the shareholders of an organization could also be held with just one particular person current if the requirement for a quorum is happy and, the place an organization has just one shareholder or just one holder of any class of shares, the shareholder current in individual or by proxy constitutes a basic assembly.

Under the Amended Bye-Laws, quorum at annual or particular basic conferences shall be constituted by a number of shareholders both current in individual or represented by proxy, holding within the mixture shares carrying 33 1/3% of the voting rights entitled to be exercised at such assembly.

Shareholder Action with no Meeting


Under the Companies Act, until the corporate’s bye-laws present in any other case, any motion required to or which may be taken at an annual or basic assembly might be taken with no assembly if a written consent to such motion is signed by the required majority of the shareholders entitled to vote with respect thereto.

The Amended Bye-Laws present that, besides within the case of the elimination of auditors and administrators, something which can be performed by decision could, with out an annual or particular basic assembly and with none earlier discover being required, be performed by decision in writing, signed by a easy majority of all of the shareholders or their proxies (or such larger majority required by the Companies Act).

Shareholder’s Rights to Examine Books and Records

Under the Companies Act, any shareholder, in the course of the ordinary hours of enterprise, could examine, for a goal moderately associated to his or her curiosity as a shareholder, and make copies of extracts from the share register, and minutes of all basic conferences.

Amendments to Memorandum of Association

Under Bermuda legislation, an organization could, by decision handed at an annual or particular basic assembly of shareholders, alter the provisions of the memorandum of affiliation. An utility for annulment of an alteration so adopted by the Company might be made to the Court, however can solely be made by (i) holders of not much less within the mixture than 20% in par worth of an organization’s issued share capital, (ii) by holders of not much less within the mixture that 20% of the corporate’s debentures entitled to object to alterations to the memorandum, or (iii) within the case an organization that’s restricted by assure, by not lower than 20% of the shareholders.

Variation in Shareholder Rights

Under Bermuda legislation, if at any time an organization has multiple class of shares, the rights attaching to any class, until in any other case offered for by the phrases of subject of the related class, the rights hooked up to any class of share could also be different with (i) the consent in writing of the holders of 75% in nominal worth of the issued shares of that class, or (ii) the sanction of a decision handed at a separate basic assembly of holders of the shares of the category at which a quorum consisting of at the least two individuals holding or representing of one-third of the issued shares of the related class is current.

The Amended Bye-Laws could also be amended infrequently within the method offered for within the Companies Act, offered that any such modification shall solely turn out to be operative to the extent that it has been confirmed by a decision handed by a easy majority of votes solid at a basic assembly of the Company.

Vote on Amalgamations, Mergers, Consolidations and Sales of Assets

Under the Companies Act, any plan of merger or amalgamation should, until in any other case offered for in an organization’s bye-laws, be licensed by the decision of an organization’s shareholders and should be authorised by a majority vote of three-fourths of these shareholders voting at such particular basic assembly. Also, it’s required {that a} quorum of two or extra individuals holding or representing greater than one-third (1/3) of the issued and excellent widespread shares of the corporate on the Record Date are in attendance in individual or by proxy at such particular basic assembly.

Under the Amended Bye-Laws the Board of Directors could, with the sanction of a easy majority of votes solid at a basic assembly of the Company, amalgamate the Company with one other firm, whether or not or not the Company is the surviving firm and whether or not or not such an amalgamation entails a change within the jurisdiction of the Company.

Appraisal and Dissenters Rights

Under Bermuda legislation, within the occasion of an amalgamation or a merger of a Bermuda firm with one other firm or company, a shareholder of the Bermuda firm who didn’t vote in favor of the amalgamation or merger and isn’t happy that truthful worth has been supplied for such shareholder’s shares could, inside one month of discover of the particular basic assembly, apply to the Supreme Court of Bermuda to appraise the truthful worth of these shares.


Derivative Actions

Class actions and by-product actions are typically not obtainable to shareholders underneath Bermuda legislation. Bermuda courts, nonetheless, would ordinarily be anticipated to allow a shareholder to begin an motion within the title of an organization to treatment a improper to the corporate the place the act complained of is alleged to be past the company energy of the corporate, or unlawful, or would consequence within the violation of the corporate’s memorandum of affiliation or bye-laws. Furthermore, consideration can be given by a Bermuda courtroom to acts which can be alleged to represent a fraud towards the minority shareholders or, as an example, the place an act requires the approval of a larger proportion of the corporate’s shareholders than that which truly authorised it. However, typically a by-product motion is not going to be permitted the place there’s an alternate motion obtainable that would supply an enough treatment. Any property or damages recovered by by-product motion go to the corporate, to not the plaintiff shareholders. When the affairs of an organization are being carried out in a way which is oppressive or prejudicial to the pursuits of some a part of the shareholders, a number of shareholders could apply to the Supreme Court of Bermuda, which can make such order because it sees match, together with an order regulating the conduct of the corporate’s affairs sooner or later or ordering the acquisition of the shares of any shareholders by different shareholders or by the corporate or that the corporate be wound up.

A statutory proper of motion is conferred on subscribers to shares of a Bermuda firm towards individuals (together with administrators and officers) liable for the problem of a prospectus in respect of injury suffered by cause of an unfaithful assertion contained within the prospectus, however this confers no proper of motion towards the corporate itself. In addition, topic to any limitations which may be contained in an organization’s bye-laws, a shareholder could convey a by-product motion on behalf of the corporate to implement a proper of the corporate (versus a proper of its shareholders) towards its officers (together with administrators) for breach of their statutory and fiduciary obligation to behave truthfully and in good religion with a view to one of the best pursuits of the corporate.

The Amended Bye-Laws comprise provisions whereby every shareholder (i) agrees that the legal responsibility of our officers shall be restricted, (ii) agrees to waive any declare or proper of motion such shareholder may need, whether or not individually or in the fitting of the Company, towards any director, alternate director, officer, individual or member of a committee, resident consultant or any of their respective heirs, executors or directors for any motion taken by any such individual, or the failure of any such individual to take any motion, within the efficiency of his or her duties, or supposed duties, to the Company or in any other case, and (iii) agrees to permit us to indemnify and maintain innocent our officers and administrators in respect of any legal responsibility attaching to such officer and director incurred by her or him as an officer or director of the Company. The restrictions on legal responsibility, indemnity and waiver don’t prolong to any legal responsibility of an officer or director for fraud or dishonesty.

Liquidation

Under Bermuda Law, within the occasion of our liquidation, dissolution or winding up, the holders of widespread shares of an organization are entitled to share in its property, if any, remaining after the fee of all of its money owed and liabilities, topic to any liquidation choice on any excellent choice shares.

Limitations on Ownership

There aren’t any limitations on the fitting of non-Bermudians or non-residents of Bermuda to carry or vote our widespread shares.

Listing

Our widespread shares have been quoted on the NASDAQ Global Select Market, or NASDAQ, since our preliminary public providing in 2002 and traded underneath the ticker image “GLNG”.

Comparison of Bermuda Law to Delaware Law

The following desk gives a comparability between some statutory provisions of the Delaware General Corporation Law and the Bermuda Companies Act regarding shareholders’ rights.


Delaware Bermuda
Dividends
Under Delaware legislation, until in any other case offered in an organization’s certificates of incorporation, administrators could declare and pay dividends upon the shares of its capital inventory both (i) out of its surplus or (ii) if the company doesn’t have surplus, out of its internet earnings for the fiscal 12 months by which the dividend is asserted and/or the previous fiscal 12 months.

The extra, if any, at any given time, of the online property of the company over the quantity so decided to be capital is surplus. Net property means the quantity by which whole property exceed whole liabilities.

Dividends could also be paid in money, in property, or in shares of the company’s capital inventory.
Under the Companies Act, an organization could declare and pay a dividend, or make a distribution out of contributed surplus, offered there are affordable grounds for believing that (a) the corporate is, and would after the fee be, capable of pay its liabilities as they turn out to be due and (b) the realizable worth of its property can be larger than its liabilities. (Companies Act § 54). Mechanically this requires the Company to make sure filings infrequently with the Bermuda Registrar of Companies with a purpose to maintain monitor of the contributed surplus.
Directors
Number of board members shall be mounted by, or in a way offered by, the bylaws, until the certificates of incorporation fixes the variety of administrators, by which case a change within the quantity shall be made solely by modification of the certificates of incorporation. The variety of administrators is mounted by the bye-laws, and any modifications to such quantity should be authorised by the Board of Directors and/or the shareholders in accordance with the corporate’s bye-laws. (Companies Act §91).
Dissenter’s Rights of Appraisal
Appraisal rights shall be obtainable for the shares of any class or collection of inventory of an organization in a merger or consolidation, topic to restricted exceptions, resembling a merger or consolidation of firms listed on a nationwide securities change by which listed inventory is the supplied consideration. A dissenting shareholder of a Bermuda exempted firm is entitled to be paid the truthful worth of his or her shares in an amalgamation or merger. (Companies Act § 106(6)).

Shareholder Derivative Actions
Shareholder conferences could also be held at such instances and locations as designated within the certificates of incorporation or the bylaws, or if not so designated, as decided by the Board of Directors.
 
Special conferences of the shareholders could also be referred to as by the Board of Directors or by such individual or individuals as could also be licensed by the certificates of incorporation or by the bylaws, or if not so designated, as decided by the Board of Directors.
 
Written discover shall be given not lower than 10 nor greater than 60 days earlier than the assembly. Whenever shareholders are required to take any motion at a gathering, a written discover of the assembly shall be given which shall state the place, if any, date and hour of the assembly, and the technique of distant communication, if any.
 
Shareholder conferences could also be held inside or with out the State of Delaware.
 
Any motion required to be taken by a gathering of shareholders could also be taken with no assembly if a consent for such motion is in writing and is signed by shareholders having not lower than the minimal variety of votes that will be essential to authorize or take such motion at a gathering at which all shares entitled to vote thereon have been current and voted.
Shareholder conferences could also be referred to as by the Board of Directors and should be referred to as upon the request of shareholders holding not lower than 10% of the paid-up capital of the corporate carrying the fitting to vote at a basic assembly. (Companies Act §74(1)).

Special conferences could also be convened by the Board of Directors at any time when they see match, and the conferences shall be referred to as particular basic conferences. (Companies Act §71(1)).

May be held in or exterior of Bermuda.

Notice:
–    Notice of all basic conferences shall specify the place, the day and hour of the assembly. (Companies Act §71(2)).

–    Notice of particular basic conferences shall specify the place, the day, hour and basic nature of the enterprise to be thought-about on the assembly. (Companies Act §71(2)).

–    Notwithstanding any provision within the bye-laws of an organization, at the least 5 days’ discover shall be given of an organization assembly. (Companies Act §75(1)).

–    The unintentional failure to provide discover to any individual doesn’t invalidate the proceedings. (Companies Act §71(4)).
Generally, any motion which can be performed by decision of an organization in a basic assembly could also be performed by decision in writing. (Companies Act §77A).

Shareholders could act by written decision to elect administrators, however could not act by written decision to take away administrators. (Companies Act §77A(6)(b)).

Except as in any other case offered in our bye-laws or the Companies Act, any motion or decision requiring the approval of the shareholders could also be handed by a easy majority of votes solid (Companies Act §77(2)).

Any individual licensed to vote could authorize one other individual or individuals to behave for him by proxy. (Companies Act §77(3)).

The bye-laws could specify the quantity to represent a quorum for a basic assembly of the Company. In the case of an organization having just one member, one member current in individual or by proxy constitutes the required quorum. (Companies Act § 106(4A)).

When a quorum is as soon as current to represent a gathering, the byelaws could present for whether or not or not it’s damaged by the following withdrawal of any shareholders. (Companies Act §13(2)(e)).

The bye-laws could present for cumulative voting within the election of administrators. (Companies Act §77).

Certain recognized info has been excluded from the exhibit as a result of it’s each (i) not materials and (ii) can be competitively dangerous if publicly disclosed.

Among:

GIMI MS CORPORATION

AS BORROWER

GOLAR LNG LIMITED

AS A GUARANTOR

GIMI HOLDING COMPANY LIMITED

AS A SHAREHOLDER

AND

ING BANK N.V.

AS FACILITY AGENT AND SECURITY TRUSTEE

__________________________________________

FIRST SUPPLEMENTAL AGREEMENT TO

SENIOR SECURED TERM LOAN FACILITY AGREEMENT

for a $700,000,000 Term Loan Facility

in respect of the conversion of 1 (1) LNG provider

right into a floating liquefaction pure fuel facility

__________________________________________

image_11a.jpg

1.18.1183.00 29679232 v2


Contents

1

1.18.1183.00 29679232 v2


a.THIS FIRST SUPPLEMENTAL AGREEMENT (this “settlement”) is dated 19 JANUARY 2021 and made BETWEEN:

(1)GIMI MS CORPORATION (the “Borrower“);

(2)GOLAR LNG LIMITED, an exempted firm restricted by shares, present underneath the legal guidelines of Bermuda and having its registered workplace at 2nd Floor, S.R. Pearman Building, 9 Par-la-Ville Road, Hamilton HM11, Bermuda in its capability because the Golar Payment Guarantor and the Golar Performance Guarantor (“GLNG“);

(3)GIMI HOLDING COMPANY LIMITED, an exempted firm restricted by shares, present underneath the legal guidelines of Bermuda and having its registered workplace at 2nd Floor, S.R. Pearman Building, 9 Par-la-Ville Road, Hamilton HM11, Bermuda in its capability because the Original Golar Shareholder (“Gimi Holding“);

(4)ING BANK N.V. as facility agent of the opposite Finance Parties (the “Facility Agent“); and

(5)ING BANK N.V. as safety trustee for the Finance Parties (the “Security Trustee“).

a.WHEREAS:

a.This Agreement is supplemental to a senior secured time period mortgage facility settlement dated 24 October 2019 (the “Original Facility Agreement“) made between, amongst others, the Borrower, the Facility Agent, the Security Trustee, ABN AMRO Bank N.V., Clifford Capital Pte. Ltd., ING Bank N.V. and Natixis as mandated lead arrangers, the monetary establishments listed therein as unique lenders, whereby the Lenders agreed to advance to the Borrower, upon the phrases and situations therein contained, a time period mortgage of as much as $700,000,000.00 for the aim of enabling the Borrower to finance the development of the Total Project Costs on the phrases and situations therein contained.

b.Following discussions between the Borrower and the Lessee in reference to the LOA concerning modifications to the Project Schedule occasioned by the SARS–CoV–2 pandemic, the Borrower and the Lessee have executed a important dates and venture schedule letter dated 1 October 2020 (the “LOA Letter“) which, amongst different issues, delayed the Critical Dates (as outlined within the LOA) by eleven (11) months. The Borrower has requested that sure modifications be made to the Original Facility Agreement according to the agreements underneath the LOA Letter.

c.The Lenders have agreed to the requested modifications to the Original Facility Agreement on the idea set out on this Agreement.

b.NOW IT IS HEREBY AGREED as follows:

1.Definitions

a.Defined expressions

Words and expressions outlined within the Original Facility Agreement shall, until the context in any other case requires or until in any other case outlined herein, have the identical meanings when used on this Agreement.

1

1.18.1183.00 29679232 v2


b.Definitions

In this Agreement, until the context in any other case requires:

“Amendment Fee” means the modification payment in an quantity of [*****].
“Claims” means the power majeure claims (or different claims) made by any of the Borrower, the Lessee, the Builder or the B&V Consortium underneath the LOA or any of the EPC Contracts.
“Consent Letter” means the consent letter dated on or in regards to the date hereof in relation to this Agreement, executed by KOM (because the Keppel Payment Guarantor and the Keppel Performance Guarantor) and the Original Keppel Shareholder in favour of the Facility Agent and the Security Trustee.
“Effective Date”

1.means the date on which the Facility Agent (performing on the directions of all the Lenders) notifies the Borrower in writing considerably within the type set out in Schedule 3 (Form of Effective Date Notice) that the Facility Agent has acquired the paperwork and proof laid out in Clause 5.1 (Documents and proof), Clause 5.2 (General situations precedent) and Schedule 2 (Conditions Precedent to Effective Date) in a type and substance passable to it.

“Facility Agreement” means the Original Facility Agreement as amended by this Agreement.
“Parties”

means the events to this Agreement and “Party” means any of them.

“Relevant Invoices” means the invoices delivered by the Builder to the Borrower pursuant to article 31.5(a) of the Main Building Contract [*****].

c.References

References within the Original Facility Agreement to “this Agreement” shall, with impact from the Effective Date and until the context in any other case requires, be references to the Original Facility Agreement as amended by this Agreement and phrases resembling “herein”, “hereof”, “hereunder”, “hereafter”, “hereby” and “hereto”, the place they seem within the Original Facility Agreement, shall be construed accordingly.

d.Construction

The guidelines of interpretation contained in clause 1.2 (Construction) of the Original Facility Agreement shall have impact as if set out on this Agreement.

e.Electronic signing

The Parties acknowledge and agree that they could execute this Agreement and any variation or modification to the identical, by digital instrument. The Parties agree that the digital signatures showing on the doc shall have the identical impact as handwritten signatures and the usage of an digital signature on this Agreement

2

1.18.1183.00 29679232 v2


shall have the identical validity and authorized impact as the usage of a signature affixed by hand and is made with the intention of authenticating this Agreement, and evidencing the Parties’ intention to be certain by the phrases and situations contained herein. For the needs of utilizing an digital signature, the Parties authorise one another to the lawful processing of private information of the signers for contract efficiency and their reputable pursuits together with contract administration.

f.Contracts (Rights of Third Parties) Act 1999

Other than the Finance Parties, an individual who shouldn’t be a celebration to this Agreement has no proper underneath the Contracts (Rights of Third Parties) Act 1999 to implement or get pleasure from the good thing about any time period of this Agreement until expressly offered on the contrary on this Agreement. Notwithstanding any time period of this Agreement, the consent of any one that shouldn’t be a celebration to this Agreement shouldn’t be required to rescind or differ this Agreement at any time.

g.Designation

In accordance with the Original Facility Agreement, every of the Borrower and the Facility Agent designates every of this Agreement and the Consent Letter as a Finance Document.

2.Agreement to the LOA Letter

The Parties agree that the LOA Letter is appropriate for the aim of the Original Facility Agreement.

3.Amendments to Original Facility Agreement

a.Amendments

The Original Facility Agreement shall, with impact on and from the Effective Date, be (and it’s hereby) amended as follows:

i..a brand new definition of “Net Hedging Expenses” shall be inserted in alphabetical order in clause 1.1 (Definitions) of the Original Facility Agreement as follows:

“”Net Hedging Expenses” means, for every related interval, the online quantities which can be payable by the Borrower to the Hedging Banks underneath the Hedging Agreements for that interval (apart from any entry or termination prices underneath any Hedging Agreement).”;

ii..in clause 1.1 (Definitions) of the Original Facility Agreement the definition of “First Repayment Date” shall be amended by changing in paragraph (b) the date “30 September 2023” with the date “30 August 2024”;

iii..in clause 1.1 (Definitions) of the Original Facility Agreement the definition of “Last Availability Date” shall be amended by changing in paragraph (b) the date “15 September 2023” with the date “15 August 2024”;

3

1.18.1183.00 29679232 v2


iv..in clause 1.1 (Definitions) of the Original Facility Agreement the definition of “LOA Documents” shall be amended by together with the phrases “(together with, with out limitation, the important dates and venture schedule letter dated 1 October 2020 between the Borrower and the Lessee)” after the phrases “any paperwork supplementing it”;

v..in clause 1.1 (Definitions) of the Original Facility Agreement, the definition of “Total Balloon Amount” shall be amended by changing the quantity “$306,250,000” with the quantity “$350,000,000”; and

vi..schedule 8 (Indicative Amortisation Schedule) of the Original Facility Agreement shall be deleted in its entirety and changed by the “Indicative Amortisation Schedule” set out in Schedule 1 (New Schedule 8 to the Original Facility Agreement) to this Agreement.

b.Continued power and impact

Save as amended by this Agreement, the provisions of the Original Facility Agreement and the opposite Finance Documents shall proceed in full power and impact.

4.Representations and Warranties

a.Repeating Representations

(a) The Repeating Representations (as outlined within the Facility Agreement) shall be deemed to be made and repeated by the Borrower, and (b) the Repeating Representations (as outlined within the Payment Guarantee to which GLNG is a celebration) shall be deemed to be made and repeated by GLNG, in every case, on (i) the date of this Agreement, and (ii) the Effective Date, as if made close to the details and circumstances present on such day, and references to “this Agreement” or “this Guarantee” (as relevant) within the related Repeating Representations must be construed as references to this Agreement and to the Original Facility Agreement and on the Effective Date, to the Facility Agreement.

b.True and full disclosure

The Borrower acknowledges and agrees that the Facility Agent has entered into this Agreement for itself and on behalf of the opposite Finance Parties in reliance on the knowledge offered by the Borrower and the Sponsors in relation to the Claims being true, full and proper in all respects, together with (with out limitation) info offered by the Borrower and the Sponsors over electronic mail and on convention calls with the Finance Parties. All such info shall be “Information” for the aim of the Original Facility Agreement.

5.Conditions

a.Documents and proof

The prevalence of the Effective Date shall be topic to the receipt by the Facility Agent or its duly authorised consultant of the paperwork and proof laid out in Schedule 2 (Conditions Precedent to Effective Date) in every case, in type and

4

1.18.1183.00 29679232 v2


substance moderately passable to the Facility Agent (performing on the directions of all the Lenders).

b.General situations precedent

The prevalence of the Effective Date shall be additional topic to:

i..the representations and warranties in Clause 4 (Representations and Warranties) being true and proper on the Effective Date; and

ii..no Event of Default or Potential Event of Default being persevering with on the time of the Effective Date.

c.Waiver of situations precedent

The situations specified on this Clause 5 are inserted solely for the good thing about the Finance Parties and could also be waived by the Facility Agent performing on the directions of the Finance Parties in complete or partially with or with out situations.

d.Relevant Invoices

i..The Borrower agrees that any and all quantities set out within the Relevant Invoices (or represented in further invoices issued by the Builder infrequently) (the “Relevant Amounts“) are, to the extent the Borrower agrees to pay any of the Relevant Amounts, Project Costs which shall be added to the Initial Project Budget for all functions of the Original Facility Agreement.

ii..The Borrower shall promptly notify the Facility Agent of (a) any settlement with the Builder as to the fee, non-payment or different remedy of the Relevant Invoices, and (b) the fee of any Relevant Amounts.

iii..To the extent the Borrower agrees to pay any of the Relevant Amounts, and taking account of the provisions of clause 22.6 (Substantial Cost Overruns) of the Original Facility Agreement, the Borrower shall procure that an acceptable quantity of Shareholder Funding shall be made obtainable to the Borrower to cowl the fee of such Relevant Amounts the place a Substantial Cost Overrun has occurred.

iv..Further, in respect of the decision to the present power majeure claims (“FM Resolution”) by the Builder underneath the Main Building Contract, the Borrower agrees to seek the advice of the LTA and the Facility Agent in its discussions with the Builder. It is the intention of the Borrower and the Builder that such discussions end in an FM Resolution bundle and the Borrower confirms that (a) such FM Resolution bundle can be topic to Lenders’ approval, and (b) any funds made by the Borrower to the Builder as a part of such FM Resolution can be Project Costs which shall be added to the Initial Project Budget for all functions of the Original Facility Agreement.

5

1.18.1183.00 29679232 v2


6.Confirmations

a.Guarantees

GLNG confirms for the good thing about the Finance Parties its consent to the amendments to the Original Facility Agreement contained on this Agreement and agrees that the assure and indemnity offered pursuant to every Guarantee to which it’s a occasion, and its obligations thereunder, shall (a) stay and proceed in full power and impact however the amendments to the Original Facility Agreement contained on this Agreement, and (b) prolong to any new obligations assumed by the Borrower underneath the Finance Documents because of this Agreement (together with, however not restricted to, underneath the Facility Agreement).

b.Security Documents

Each of the Borrower, GLNG and Gimi Holding confirms for the good thing about the Finance Parties that the Security Interests created by it pursuant to every Security Document to which it’s a occasion shall (a) stay in full power and impact however the amendments to the Original Facility Agreement contained on this Agreement, and (b) proceed to safe the Secured Obligations underneath the Finance Documents (together with, however not restricted to, underneath the Facility Agreement).

7.Fees, Costs and Expenses

a.Fees

The Borrower agrees to pay the Amendment Fee to the Facility Agent on or earlier than the Effective Date (for distribution to the Lenders in proportion to their respective Commitments as on the Effective Date).

b.Costs and bills

The Borrower agrees to pay on demand:

i..all affordable and documented bills (together with exterior authorized and out-of-pocket bills and disbursements) incurred by the Facility Agent in reference to the analysis, negotiation, preparation, execution and, the place related, registration of this Agreement and of any modification or extension of or the granting of any waiver or consent underneath this Agreement; and

ii..all affordable bills (together with authorized and out-of-pocket bills) incurred by the Finance Parties in contemplation of, or in any other case in reference to, the enforcement of, or preservation of any rights underneath this Agreement or in any other case in respect of the monies owing and obligations incurred underneath this Agreement.

c.Value Added Tax

All bills payable pursuant to this Clause 7 shall be paid along with Indirect Tax (if any) correctly chargeable thereon.

6

1.18.1183.00 29679232 v2


d.Stamp and different duties

The Borrower agrees to pay to the Facility Agent and the Security Trustee on demand all stamp, documentary, registration or different like duties or Taxes (together with any duties or Taxes payable by the Facility Agent or the Security Trustee) imposed on or in reference to this Agreement and shall indemnify the Facility Agent and the Security Trustee towards any legal responsibility arising by cause of any delay or omission by the Borrower to pay such duties or Taxes.

8.Miscellaneous and Notices

a.Notices

The provisions of clause 44 (Notices) of the Original Facility Agreement shall prolong and apply to the giving or making of notices hereunder as if the identical have been expressly said herein, mutatis mutandis.

b.Counterparts

This Agreement could also be executed in any variety of counterparts and by the completely different Parties on separate counterparts, every of which when so executed and delivered shall be an unique however all counterparts shall collectively represent one and the identical instrument.

c.Further assurance

The provisions of clause 21.11 (Further assurance) of the Original Facility Agreement shall prolong and apply to this Agreement as if the identical have been expressly said herein, mutatis mutandis.

9.Applicable Law

a.Law

This Agreement and any non-contractual obligations related with it are ruled by and shall be construed in accordance with English legislation.

b.Arbitration

The provisions of clause 53 (Arbitration) of the Original Facility Agreement shall apply to this Agreement as if the identical have been expressly said herein, mutatis mutandis.

This Agreement has been executed on the date said at first of this Agreement.

Schedule 1.
New Schedule 8 to Original Facility Agreement

Indicative Amortisation Schedule

7

1.18.1183.00 29679232 v2


Repayment Number Principal (previous to compensation) ($) Principal compensation ($) Principal excellent (following compensation) ($)
1 (First Repayment Date) 700,000,000.00 14,583,333.33 685,416,666.67
2 685,416,666.67 14,583,333.33 670,833,333.34
3 670,833,333.34 14,583,333.33 656,250,000.01
4 656,250,000.01 14,583,333.33 641,666,666.68
5 641,666,666.68 14,583,333.33 627,083,333.35
6 627,083,333.35 14,583,333.33 612,500,000.02
7 612,500,000.02 14,583,333.33 597,916,666.69
8 597,916,666.69 14,583,333.33 583,333,333.36
9 583,333,333.36 14,583,333.33 568,750,000.03
10 568,750,000.03 14,583,333.33 554,166,666.70
11 554,166,666.70 14,583,333.33 539,583,333.37
12 539,583,333.37 14,583,333.33 525,000,000.04
13 525,000,000.04 14,583,333.33 510,416,666.71
14 510,416,666.71 14,583,333.33 495,833,333.38
15 495,833,333.38 14,583,333.33 481,250,000.05
16 481,250,000.05 14,583,333.33 466,666,666.72
17 466,666,666.72 14,583,333.34 452,083,333.38
18 452,083,333.38 14,583,333.34 437,500,000.04
19 437,500,000.04 14,583,333.34 422,916,666.70
20 422,916,666.70 14,583,333.34 408,333,333.36
21 408,333,333.36 14,583,333.34 393,750,000.02
22 393,750,000.02 14,583,333.34 379,166,666.68
23 379,166,666.68 14,583,333.34 364,583,333.34
24 364,583,333.34 14,583,333.34 350,000,000.00
25 (Final Repayment Date) 350,000,000.00 350,000,000.00
Schedule 2.

Conditions Precedent to Effective Date

i.Corporate authorisation

In relation to the Borrower, GLNG, Gimi Holding, the Original Keppel Guarantor and the Original Keppel Shareholder:

1.Constitutional paperwork

copies licensed by an officer of that Obligor, as true, full and updated copies, of all paperwork which comprise or set up or relate to the structure of that occasion

8

1.18.1183.00 29679232 v2


or an officers certificates confirming that there have been no modifications or amendments to the Constitutional Documents licensed copies of which have been beforehand delivered to the Facility Agent pursuant to the Original Facility Agreement;

2.Resolutions

a duplicate, licensed by an officer of that Obligor to be a real copy, and as being in full power and impact and never amended or rescinded, of written resolutions of its board of administrators or equal:

a..approving the phrases of, and the transactions contemplated by, this Agreement; and

b..authorising an individual or individuals to signal and ship on behalf of that Obligor or, because the case could also be, authorising the sealing by that Obligor of this Agreement and any notices or different paperwork to be given pursuant hereto,

along with originals or licensed copies of any powers of legal professional issued by any Obligor pursuant to such resolutions; and

3.Certificate of incumbency

a certificates signed by an officer of every related Obligor licensed to be true, full and updated of (i) the administrators and officers of that Obligor specifying the names and positions of such individuals, (ii) its issued share capital and shareholders, (iii) specimen signatures of these individuals authorised to signal this Agreement on its behalf and (iv) a declaration of solvency.

ii.Consents

A certificates signed by an officer of the Borrower and one another related Obligor confirming that each one governmental and different licences, approvals, consents, registrations and filings obligatory for any matter or factor contemplated by this Agreement on behalf of that Obligor and for the legality, validity, enforceability, admissibility in proof and effectiveness thereof have been obtained or effected on an unconditional foundation and stay in full power and impact (or, within the case of the effecting of any registrations and filings, that preparations passable to the Facility Agent have been made for the effecting of the identical inside any relevant time restrict).

iii.Consent Letter

A replica of the Consent Letter, duly executed by the events thereto.

iv.Sponsor Package

Provision of a Sponsor Information Package.

v.Amendment Fee

Receipt by the Facility Agent of the Amendment Fee.

9

1.18.1183.00 29679232 v2


vi.Fees

Evidence that each one documented authorized charges of the Lender’s authorized advisers have been paid.

vii.Legal opinions

Such authorized opinions or confirmations in relation to the legal guidelines of England, Bermuda, Singapore and Marshall Islands because the Facility Agent shall in its affordable discretion deem acceptable (or, the place relevant, a written approval in precept (which might be given by electronic mail) by counsel to the Facility Agent in any of the above jurisdictions of the preparations contemplated by this Agreement and a affirmation {that a} formal authorized opinion will observe promptly after the Effective Date).

viii.Other paperwork and proof

A replica of every other doc, opinion or assurance which the Facility Agent (performing moderately) considers to be obligatory or fascinating (if it has notified the Borrower accordingly previous to the date of this Agreement) in reference to the entry into and efficiency of the transactions contemplated by this Agreement or for the validity and enforceability of this Agreement.

Schedule 3.

Form of Effective Date Notice

To:    Gimi MS Corporation

We, ING Bank N.V. in our capability as Facility Agent, discuss with the primary supplemental settlement dated [ ] January 2021 (the “First Supplemental Agreement“) regarding a senior secured time period mortgage facility settlement dated 24 October 2019 (the “Facility Agreement“) made between (amongst others) Gimi MS Corporation because the Borrower, the monetary establishments listed in it because the Lenders, and ourselves because the Facility Agent in respect of a time period mortgage of as much as $700,000,000.00.

Terms outlined within the First Supplemental Agreement have the identical which means on this discover.

We hereby affirm that each one situations precedent referred to in Schedule 2 (Conditions Precedent to Effective Date) of the First Supplemental Agreement have been happy. For the aim of the First Supplemental Agreement, the Effective Date is the date of this discover and the modification of the Facility Agreement in accordance with the phrases of the First Supplemental Agreement is now efficient.

Dated:        ____ January 2021

Signed:        ___________________________

10

1.18.1183.00 29679232 v2


For and on behalf of

ING Bank N.V.

(as Facility Agent)

11

1.18.1183.00 29679232 v2


SIGNATURES

THE BORROWER

EXECUTED

for and on behalf of GIMI MS CORPORATION

by:

_/s/ Elizabeth Lord______________________    

Name: Elizabeth Lord                         

Title: Attorney-in-fact    

GLNG

EXECUTED

for and on behalf of GOlar LNG LIMITED

by:

_/s/ Elizabeth Lord______________________    

Name: Elizabeth Lord                         

Title: Attorney-in-fact    

GIMI HOLDING

EXECUTED

for and on behalf of GIMI HOLDING COMPANY LIMITED

by:

_/s/ Elizabeth Lord______________________    

Name: Elizabeth Lord                         

Title: Attorney-in-fact

12

1.18.1183.00 29679232 v2


THE FACILITY AGENT

EXECUTED

for and on behalf of ING BANK N.V.

by:

_/s/ Oliver de Vries___________________        _/s/ Kenneth van Coblijn_____________

Name: Oliver de Vries                Name: Kenneth van Coblijn

Title:                        Title:

THE SECURITY TRUSTEE

EXECUTED

for and on behalf of ING BANK N.V.

by:

_/s/ Oliver de Vries___________________        _/s/ Kenneth van Coblijn_____________

Name: Oliver de Vries                Name: Kenneth van Coblijn

Title: Syndicated Loan Agency            Title: Senior Economist

13

1.18.1183.00 29679232 v2

OMNIBUS AGREEMENT

THIS OMNIBUS AGREEMENT (this “Agreement”) is entered into as of April 15, 2021 by and between the Parties (as set out in Schedule D).

R E C I T A L S:

1.On January 13, 2021, Golar LNG Partners LP, a Marshall Islands restricted partnership (the “Partnership”), entered into an settlement and plan of merger (the “Merger Agreement”) with Golar GP LLC, a Marshall Islands restricted legal responsibility firm and the final associate of the Partnership (the “General Partner”), New Fortress Energy Inc., a Delaware company (“Parent”), Lobos Acquisition LLC, a Marshall Islands restricted partnership and an oblique subsidiary of Parent (“Merger Sub”), and NFE International Holdings Ltd, a personal restricted firm included underneath the legal guidelines of England and Wales, United Kingdom and an oblique subsidiary of Parent (“GP Buyer”).

2.Pursuant to the Merger Agreement, on the Effective Time (as such time period is outlined within the Merger Agreement), Merger Sub merged with and into the Partnership, with the Partnership surviving the Merger as a subsidiary of Parent (the “Merger”).

3.Concurrently with the consummation of the Merger, GP Buyer bought from GP Parent, and GP Parent transferred to GP Buyer, all the excellent membership pursuits of the General Partner (the “GP Transfer”), pursuant to a Transfer Agreement dated, January 13, 2021 (the “GP Transfer Agreement”).

4.Schedule A hereto units forth an inventory of every time constitution occasion, FSRU lease settlement and efficiency assure (every a “Covered Agreement”) (i) to which the Partnership or a number of of its subsidiaries is a celebration or (ii) in respect of which the fee obligations of the issuing financial institution are topic to a counter-indemnification obligation and the place one of many Charter Guarantors, within the case of clause (i), ensures sure obligations of the Partnership or such subsidiaries (“GP Parent Guarantees”) and within the case of clause (ii), gives such counter-indemnity (“GP LC Counter-indemnities”).

5.Schedule B hereto units forth a type of administration settlement that’s meant to amend, restate and exchange every of the Management Agreements to which the Tier 1 Service Provider and the Owners are a celebration, with such phrases being additional amended and outmoded as additional detailed and outlined in Article II hereof.

6.Golar Eskimo (as outlined in Schedule D), which will probably be not directly owned by Parent following the consummation of the Merger, is occasion to a Bareboat Charter, a Memorandum of Agreement and a Common Terms Agreement, every dated 4 November 2015 (collectively, the “Eskimo Bareboat Charter”), by and between Golar Eskimo and Sea 23 Leasing Co. Limited, a subsidiary of China Merchants Bank Limited, offering for the sale and leaseback of the Golar Eskimo.

7.Golar LNG NB13 Corporation, a Marshall Islands company (“Golar NB13”), which can proceed to be not directly owned by GP Parent following the consummation of the Merger, is


occasion to a Bareboat Charter, a Memorandum of Agreement and a Common Terms Agreement, every dated 19 November 2015 (collectively, the “Tundra Bareboat Charter”), by and between Golar NB 13 and Sea 24 Leasing Co. Limited, a subsidiary of China Merchants Bank Limited, offering for the sale and leaseback of the Golar Tundra.

8.Golar Hilli Corporation, a Marshall Islands company (“Golar Hilli”), by which every of Parent and GP Parent will personal an oblique curiosity following the consummation of the Merger, is occasion to a Bareboat Charter, a Memorandum of Agreement and a Common Terms Agreement, every dated 9 September 2015 (collectively, the “Hilli Bareboat Charter”), by and amongst Golar Hilli, Fortune Lianjiang Shipping S.A., and GP Parent, as guarantor, offering for the sale and leaseback of the Hilli Episeyo.

9.The liquefied pure fuel provider named “METHANE PRINCESS” registered underneath Marshall Islands flag with IMO quantity 9253715 (the “Methane Princess”) is the topic of a sub-lease settlement dated 27 August 2003 between Golar LNG 2215 Corporation (“2215 Lessee”) as lessee and Golar 2215 (as outlined in Schedule D) as sub-lessee. The Methane Princess is the topic of a Time Charter Party (as novated and restated), dated August 27, 2003, between Methane Services Limited and Golar 2215 (the “MP Time Charter”). 2215 Lessee and Golar 2215 will probably be not directly owned by Parent following the consummation of the Merger.

10.GP Parent and Parent are events to a letter settlement dated April 1, 2021 concerning the prepayment and compensation of sure funds in reference to the consummation of the Merger (the “Closing Payment Funding Letter”).

11.The Parties want by their execution of this Agreement to proof their understanding with respect to (i) sure obligations of Parent and Charter Guarantors with respect to the GP Parent Guarantees and LC Counter-indemnities, (ii) the administration companies to be offered to Parent and its subsidiaries by sure subsidiaries of GP Parent pursuant to the Management Agreements, (iii) mutual indemnification obligations of GP Parent in favor of Parent and of Parent in favor of GP Parent in respect of cross-default provisions within the Eskimo Bareboat Charter and Tundra Bareboat Charter, (iv) info rights in reference to the Hilli Bareboat Charter, and (v) sure indemnification obligations of GP Parent with respect to the Methane Princess.

In consideration of the premises and the covenants, situations, and agreements contained herein, and for different good and precious consideration, the receipt and sufficiency of that are hereby acknowledged, the events hereto hereby agree that the provisions of Article I and Article II and associated Schedules shall be efficient on and from the Effective Time (as outlined within the Merger Agreement) (the “Effective Time”) as follows:

ARTICLE IINDEMNIFICATION AND OTHER UNDERTAKINGS

Section 1.1.Parent Payment Obligation Under Covered Agreements; Indemnification. For every Covered Agreement on and from the Effective Time, (i) Parent can pay to related


Charter Guarantor a assure payment of $250,000 every year (pro-rated for the variety of days within the 12 months throughout which related such GP Parent Guarantee and/or GP LC Counter-indemnity is excellent), payable semiannually in arrears, (ii) Parent will probably be primarily accountable to Charter Guarantors for the fee of any quantities payable pursuant to such GP Parent Guarantees and/or GP LC Counter-indemnities, because the case could also be, as incurred, and (iii) Parent shall indemnify Charter Guarantors for any quantities Charter Guarantor pays underneath such GP Parent Guarantees and GP LC Counter-indemnities, because the case could also be, and for any losses, damages, liabilities, claims, calls for, causes of motion, judgments, settlements, fines, penalties, prices and bills (together with, with out limitation, courtroom prices and affordable attorneys’ and specialists’ charges, as incurred) of any and all kinds or character arising out of or associated to such GP Parent Guarantees and GP LC Counter-indemnities, because the case could also be and in accordance with Section 1.2 and Section 1.3.

Section 1.2.Notification of Parent Payment Obligation. Each Charter Guarantor agrees that it’s going to promptly and in any occasion inside two days present Parent (i) discover after it turns into conscious of details giving rise to a fee obligation underneath a GP Parent Guarantee or GP LC Counter-indemnity, specifying the quantity to be paid thereunder, the date on which such fee obligations fall due (every a “Demand Date”) and specifying directions for the fee of such funds in accordance with Section 1.3 (such discover the “Parent Payment Notice”), and (ii) copies of any notices, calls for or different correspondence served on such Charter Guarantor by the beneficiary underneath the GP Parent Guarantee or issuing financial institution underneath the GP LC Counter-indemnity, because the case could also be, in relation to such GP Parent Guarantee or GP LC Counter-indemnity.

Section 1.3.Notification of Claim for Indemnification. In the occasion that Parent fails to make a fee to the related Charter Guarantor by the Demand Date specified within the related Parent Payment Notice: (i) such Charter Guarantor shall make such fee and (ii) shall promptly present Parent discover confirming that it has performed so and requiring Parent to make fee of the quantity for which such Charter Guarantor is entitled to indemnification underneath Section 1.1 of this Agreement by a date falling no sooner than ten (10) days from the date on which Parent receives the Parent Payment Notice.

Section 1.4.GP Parent Guarantees and GP LC Counter-indemnities. Each Charter Guarantor agrees that on and from the Effective Time it’s going to (i) preserve all GP Parent Guarantees and renew and/or exchange all GP LC Counter-indemnities required pursuant to, and in accordance with the phrases of, the Covered Documents to which they’re in subject, (ii) adjust to all covenants and phrases to which such Charter Guarantor is topic within the GP Parent Guarantees and GP LC Counter-indemnities, and the Covered Documents in respect of which such GP Parent Guarantees and GP LC Counter-indemnities are issued, if any, and (iii) present Parent with quarterly covenant compliance reviews in respect of all relevant monetary covenants, if any.

Section 1.5.Notification of Charter Guarantor. Payment Obligation. In the occasion {that a} Charter Guarantor fails to adjust to the necessities of Section 1.4 or Section 1.6, such


Charter Guarantor shall promptly notify Parent of such breach as quickly as such Charter Guarantor has turn out to be conscious thereof, having made all due and cautious enquiry.

Section 1.6.Notification of Claim for Charter Guarantor Indemnification. Parent shall promptly present the related Charter Guarantor discover(s) specifying the quantities for which Parent, the Partnership and/or its subsidiaries are entitled to indemnification underneath Section 1.4 and this Section 1.6 and Charter Guarantor shall indemnify Parent and the related subsidiaries for any losses, damages, liabilities, claims, calls for, causes of motion, judgments, settlements, fines, penalties, prices and bills (together with, with out limitation, courtroom prices and affordable attorneys’ and specialists’ charges, as incurred) of any and all kinds or character arising out of or associated to such Charter Guarantor’s failure to adjust to such Charter Guarantor’s obligations.

Section 1.7.Subrogation. With respect to any quantity paid by Parent pursuant to Section 1.1(ii) and (iii) or Section 1.4, the related Charter Guarantor shall on and from the date of any such fee assign to Parent any rights of contribution or subrogation towards the Partnership and, as relevant, its subsidiaries comparable to such quantity.

Section 1.8.Cooperation. On and from the Effective Time, GP Parent and Parent shall use affordable endeavors to have the Charter Guarantors eliminated as guarantor or counter-indemnifier, because the case could also be, underneath the Covered Agreements.

Section 1.9.Indemnification in Respect of Eskimo and Tundra. From the date hereof till the termination of the Eskimo Bareboat Charter and full and unconditional launch, satisfaction or discharge of all obligations contained therein, (a) GP Parent shall indemnify, defend and maintain innocent Parent and every of its Affiliates from and towards all losses, liabilities, damages, prices and bills of each form and nature (together with affordable attorneys’ charges) arising in reference to the prevalence of a Termination Event (as outlined within the Eskimo Bareboat Charter) pursuant to Clause 44.1(ff) of the Eskimo Bareboat Charter, and (b) Parent shall indemnify, defend and maintain innocent GP Parent and every of its Affiliates from and towards all losses, liabilities, damages, prices and bills of each form and nature (together with affordable attorneys’ charges) arising in reference to the prevalence of a Termination Event (as outlined within the Tundra Bareboat Charter) pursuant to Clause 44.1(ff) of the Tundra Bareboat Charter.

Section 1.10.Financial Information. GP Parent shall present to Parent the unaudited quarterly administration accounts and audited monetary statements which can be required to be offered to the Owner (as outlined within the Hilli Bareboat Charter) pursuant to clauses 49(a) and 49(b) of the Hilli Bareboat Charter on the similar time such accounts and monetary statements are offered to the Owner. Parent shall present to GP Parent the unaudited quarterly administration accounts and audited monetary statements which can be required to be offered to the Owner (as outlined within the Hilli Bareboat Charter) pursuant to clauses 49(a) and 49(b) of the Hilli Bareboat Charter on the similar time such accounts and monetary statements are offered to the Owner.

Section 1.11.Methane Princess. Unless the Methane Princess is delivered to 2215 Lessee on the date hereof free and away from all liens apart from Permitted Encumbrances (as outlined in, and solely to the extent permitted to stay after Closing underneath, the Merger


Agreement) following the development and utility of the Prepayment and Repayment Funds (as outlined within the Closing Payment Funding Letter) and the consummation of the Closing (as outlined within the Merger Agreement), GP Parent agrees that (i) the development and utility of the Prepayment and Repayment Funds (as outlined within the Closing Payment Funding Letter) is not going to give rise to any declare for breach or proper of termination underneath the MP Time Charter by Methane Services Limited or BG International Limited, (ii) not one of the development and funds made underneath the Closing Payment Funding Letter or the Merger Agreement will give rise to any tax legal responsibility not coated within the Tax Indemnity Agreement (as outlined within the GP Transfer Agreement), which GP Parent and Parent are getting into into concurrently with the execution of this Agreement, and (iii) GP Parent is accountable for any taxes for which 2215 Lessee is in any other case liable underneath Sections 5.5 and 5.6 of the Sale Agreement in respect of the Methane Princess between 2215 Lessee and A&L CF June (3) Limited (the “MP Sale Agreement”). If the Methane Princess has not been delivered to 2215 Lessee on the date hereof free and away from all liens apart from Permitted Encumbrances (as outlined in, and solely to the extent permitted to stay after Closing underneath, the Merger Agreement) following the development and utility of the Prepayment and Repayment Funds (as outlined within the Closing Payment Funding Letter) and the consummation of the Closing (as outlined within the Merger Agreement), or if 2215 Lessee turns into accountable for taxes underneath Section 5.5 and/or 5.6 of the MP Sale Agreement, then GP Parent shall indemnify, defend and maintain innocent Parent and every of its Affiliates from and towards all losses, liabilities, damages, prices and bills of each form and nature (together with affordable attorneys’ charges) arising in reference to any failure of the foregoing statements on this Section 1.11 (i), (ii) and (iii), as relevant, to be true and proper.

Section 1.12.GP Parent Indemnification in Respect of GP Parent Hilli Bareboat Charter Guarantee and Standard Chartered Bank Guarantee. GP Parent agrees that it shall (i) preserve (x) its a number of assure in respect of the Hilli Bareboat Charter (the “GP Parent Hilli Bareboat Charter Guarantee”) in accordance with the phrases of the Hilli Bareboat Charter and (y) the Guarantee dated 29 November 2016 in favor of Standard Chartered Bank (“SCB”) issued pursuant to the power letter between SCB and Golar Hilli Corporation (the “GP Parent SCB Guarantee”), and (ii) adjust to all covenants and phrases to which GP Parent is topic within the GP Parent Hilli Bareboat Charter Guarantee and the GP Parent SCB Guarantee. GP Parent shall indemnify, defend and maintain innocent Parent and every of its Affiliates from and towards all losses, liabilities, damages, prices and bills of each form and nature (together with affordable attorneys’ charges) arising in reference to a failure by GP Parent to adjust to the foregoing.

Section 1.13.Parent Indemnification in Respect of Partnership Hilli Bareboat Charter Guarantee and Standard Chartered Bank Guarantee and Hilli Parent Undertaking. Parent agrees that it shall (i) (x) procure that the Partnership maintains its a number of assure in respect of the Hilli Bareboat Charter (the “Partnership Hilli Bareboat Charter Guarantee”) in accordance with the phrases of the Hilli Bareboat Charter, (y) procure that the Partnership maintains the Guarantee dated 28 November 2018 in favor of SCB issued pursuant to the power letter between SCB and Golar Hilli Corporation (the “Partnership SCB Guarantee”) and (z) subject an endeavor, in favor of Fortune, to discharge the liabilities of the Partnership underneath the Hilli Bareboat Charter, within the occasion that Partnership doesn’t accomplish that (the “Hilli Parent Undertaking”), (ii) adjust to the Hilli Parent Undertaking and (iii) procure that the Partnership complies with all covenants and phrases


to which the Partnership is topic within the Partnership Hilli Bareboat Charter Guarantee and the Partnership SCB Guarantee. Parent shall indemnify, defend and maintain innocent GP Parent and every of its Affiliates from and towards all losses, liabilities, damages, prices and bills of each form and nature (together with affordable attorneys’ charges) arising in reference to a failure by Parent to adjust to the foregoing.

Article II

MANAGEMENT AGREEMENTS

Section 2.1.Amendment and Restatement. All administration agreements and administration companies agreements between Owners and Tier 1 Service Provider shall be amended and restated on and from the Effective Time within the type appended at Schedule B (such amended and restated administration agreements being the “Tier 1 Management Agreements”) offered that within the occasion of any battle between any time period of a Tier 1 Management Agreement and this Article II, this Article II shall prevail.

Section 2.2.Manager Termination Right. Without prejudice to any specific proper of termination a Tier 1 Service Provider or Tier 2 Service Providers has to terminate any administration settlement, together with, with out limitation, pursuant to Clause 22 of the related Tier 1 Management Agreement ,to which it’s a occasion (such agreements collectively the “Tier 1/Tier 2 Management Agreements”) in accordance with the phrases of such administration settlement, in exercising any specific proper to terminate for comfort underneath a administration settlement, together with, with out limitation, pursuant to Clause 21 of the related Tier 1 Management Agreement, every Tier 1 Service Provider or Tier 2 Service Provider shall , besides to the extent that (i) the vessel to which such Tier 1/Tier 2 Management Agreement relates continues to be the topic of a time constitution occasion settlement, an FSRU lease settlement, a liquefaction tolling settlement or fuel settlement (collectively the “Charter Contracts”) and (ii) the place such administration settlement termination would moderately be anticipated to set off a termination proper regarding the change within the identification of the supervisor of the related vessel underneath its Charter Contract, be entitled to train such proper to terminate any Tier 1/Tier 2 Management Agreement by giving sixty (60) days’ discover to the related Owner (such termination, a “Manager Termination Right for Convenience”).

Section 2.3.Owner Termination Right. Owner could terminate any Tier 1 Management Agreement for its comfort by giving sixty (60) days’ discover to the Tier 1 Service Provider.

Section 2.4.Limitation on Liability. Any provision of a Tier 1/Tier 2 Management Agreement that will, however for this Section 2.4, have the impact of capping or limiting the legal responsibility of the Tier 1 Service Provider or a Tier 2 Service Provider thereunder, because the case could also be, shall not apply within the occasion that such Tier 1/Tier 2 Management Agreement is terminated by a Tier 1 Service Provider or Tier 2 Service Provider (i) pursuant to any Manager Termination Right for Convenience which doesn’t adjust to Section 2.2 of this Agreement or (ii) in a way that isn’t expressly contemplated in such Tier 1/Tier 2 Management Agreement (as amended by Section 2.2 of this Agreement, the place such administration settlement termination triggers a


termination proper regarding the change within the identification of the supervisor of the related vessel underneath its Charter Contract).

Section 2.5.Services Provision. Subject to the phrases hereof and the related Tier 1/Tier 2 Management Agreements, the Tier 1 Service Provider and the Tier 2 Service Providers will proceed to offer such companies as are set out in, and in accordance with, the related Tier 1/Tier 2 Management Agreements and every other administration agreements to which the Tier 2 Service Providers are a celebration, and the consultancy companies underneath the Tier 1 Management Agreement shall with out limitation embrace such advisory or different further companies as could also be moderately requested by the Partnership to allow the Owners to adjust to every Charter Contract and any associated financing association covenant regarding administration service provision, change of management and possession, in every case as relate to the transaction contemplated by the Merger Agreement and this Agreement.

Article III

MISCELLANEOUS

Section 3.1.Choice of Law; Submission to Jurisdiction. This Agreement shall be topic to and ruled by the legal guidelines of the State of New York.

Section 3.2.Notice. All notices, requests or consents offered for or permitted to be given pursuant to this Agreement should be in writing and should be given by depositing the identical within the mail, addressed to the Person to be notified, postpaid, and registered or licensed with return receipt requested or by delivering such discover in individual or by private-courier, pay as you go, by telecopier to such occasion or by e-mail to such occasion. Notice given by private supply or mail shall be efficient upon precise receipt. Couriered notices shall be deemed delivered on the date the courier represents that supply will happen. Notice given by e-mail or telecopier shall be efficient upon precise receipt if acquired in the course of the recipient’s regular enterprise hours, or at first of the recipient’s subsequent enterprise day after receipt if not acquired in the course of the recipient’s regular enterprise hours. All notices to be despatched to a celebration pursuant to this Agreement shall be despatched to or made on the deal with set forth beneath such occasion’s signature to this Agreement, or at such different deal with as such occasion could stipulate to the opposite events within the method offered on this

Section 3.3.Entire Agreement. This Agreement constitutes your complete settlement of the events regarding the issues contained herein, superseding all prior contracts or agreements, whether or not oral or written, regarding the issues contained herein.

Section 3.4.Termination. This Agreement shall terminate on the newest to happen of (a) no GP Parent Guarantee or GP LC Counter-indemnity remaining excellent, (b) every of Parent and the Charter Guarantors has paid all quantities due pursuant to Article I, (c) the termination of all Covered Documents, (d) the termination of all administration agreements and administration companies agreements to which the Tier 1 Service Provider and Tier 2 Service Providers are a


occasion, (e) the termination of (i) the Eskimo Bareboat Charter, and (ii) the Hilli Bareboat Charter, and (f) the expiration of the “Charter Period” underneath the MP Time Charter.

Section 3.5.Amendment or Modification. This Agreement could also be amended or modified infrequently solely by the written settlement of all of the events hereto.

Section 3.6.Assignment. No occasion shall have the fitting to assign its rights or obligations underneath this Agreement with out the consent of the opposite events hereto.

Section 3.7.Counterparts. This Agreement could also be executed in any variety of counterparts with the identical impact as if all signatory events had signed the identical doc. All counterparts shall be construed collectively and shall represent one and the identical instrument.

Section 3.8.Severability. If any provision of this Agreement or the appliance thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the rest of this Agreement and the appliance of such provision to different Persons or circumstances shall not be affected thereby and shall be enforced to the best extent permitted by legislation.

Section 3.9.Gender, Parts, Articles and Sections. Whenever the context requires, the gender of all phrases used on this Agreement shall embrace the masculine, female and neuter, and the variety of all phrases shall embrace the singular and plural. All references to Article numbers and Section numbers discuss with Articles and Sections of this Agreement.

Section 3.10.Further Assurances. In reference to this Agreement, every signatory occasion hereto agrees to execute and ship such further paperwork and devices and to carry out such further acts as could also be obligatory or acceptable to effectuate, perform and carry out all the phrases, provisions and situations of this Agreement.

[Signature page follows.]


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

GOLAR LNG LIMITED

By:        /s/ Georgina E. Sousa    

Name: Georgina E. Sousa

Title: Director

Address for Notice for the GP Parent, the GEL Parent, the Tier 1 Service Provider and the Tier 2 Service Providers:

Golar Management Ltd

sixth Floor, The Zig Zag

70 Victoria Street

London SW1E 6SQ

United Kingdom

Email:    [email protected] [email protected]

Attention: Karl Fredrik Staubo

NEW FORTRESS ENERGY, INC.

By:        /s/ Christopher Guinta    

Name: Christopher Guinta

Title: Chief Financial Officer

Address for Notice for the Parent and the Owners:

New Fortress Energy Inc.

111 W. nineteenth Street, eighth Floor

New York, New York 10011

Attn:     General Counsel

Email:     [email protected]

Phone: 516-268-7400


GOLAR LNG ENERGY LIMITED

By:        /s/ Georgina E. Sousa    

Name: Georgina E. Sousa

Title: Director

GOLAR ESKIMO CORPORATION

By:        /s/ Georgina E. Sousa    

Name: Georgina E. Sousa

Title: Director

GOLAR FREEZE UK LTD

By:        /s/ Malcolm Bulbeck    

Name: Malcolm Bulbeck

Title: Director

GOLAR HULL M2031 CORP.

By:        /s/ Georgina E. Sousa    

Name: Georgina E. Sousa

Title: Director

GOLAR WINTER UK LTD

By:        /s/ Malcolm Bulbeck    

Name: Malcolm Bulbeck

Title: Director

PT GOLAR INDONESIA

By:        /s/ Osman Ilyas    

Name: Osman Ilyas

Title: Director

GOLAR 2215 UK LTD

By:        /s/ Malcolm Bulbeck    

Name: Malcolm Bulbeck

Title: Director


GOLAR GRAND CORPORATION

By:        /s/ Georgina E. Sousa    

Name: Georgina E. Sousa

Title: Director

GOLAR LNG 2234 LLC

By:        /s/ Georgina E. Sousa    

Name: Georgina E. Sousa

Title: Director

FARAWAY MARITIME SHIPPING COMPANY

By:        /s/ Erling David-Andersen    

Name: Erling David-Andersen

Title: Director

GOLAR SPIRIT CORPORATION

By:        /s/ Georgina E. Sousa    

Name: Georgina E. Sousa

Title: Director

GOLAR MANAGEMENT (BERMUDA) LIMITED

By:        /s/ Georgina E. Sousa    

Name: Georgina E. Sousa

Title: Director

GOLAR MANAGEMENT LTD

By:        /s/ Malcolm Bulbeck    

Name: Malcolm Bulbeck

Title: Director

GOLAR MANAGEMENT NORWAY AS

By:        /s/ Erling David-Andersen    

Name: Erling David-Andersen

Title: Director


GOLAR MANAGEMENT D.O.O.

By:        /s/ Lasse Roed    

Name: Lasse Roed

Title: Director

GOLAR MANAGEMENT MALAYSIA SDN BHD

By:        /s/ Jamal Ishak Aziz Ahmad    

Name: Jamal Ishak Aziz Ahmad

Title: General Manager

GOLAR CAMEROON SASU

By:        /s/ Aubry Vincent    

Name: Aubry Vincent

Title: General Manager

Schedule A

Covered Agreements

1.Time Charter Party dated as of September 4, 2007 between Petroleo Brasileiro S.A., as Charterer, and Golar Winter UK Limited, as Owner in respect of the Golar Winter.

2.FSRU Lease Agreement between The Government of the Hashemite Kingdom of Jordan and Golar Eskimo Corporation, dated as of July 31, 2013 in respect of the Golar Eskimo, as novated to National Electric Power Company.

3.Time Charter Party (as novated and restated) in respect of Hull No. 2215, dated as of August 27, 2003, between Methane Services Limited and Golar 2215 UK Ltd in respect of the Methane Princess.

4.Time Charter Party dated as of April 20, 2011 between PT Nusantara Regas, as charterer, and PT Golar Indonesia (additional to a Novation Agreement dated April 12, 2012) in respect of the Nusantara Regas Satu, as novated to PT Golar Indonesia.

5.Hilli LTA Guarantee Facility with SCB.

Schedule B1

BIMCO Shipman Agreement to be inserted


Schedule B2

Bermuda Services Agreement to be inserted

Schedule C

Management Agreements

Tier 1 Management Agreements

Asset Golar Counterparty / Owner Tier 1 Service Provider
Eskimo Golar Eskimo Corporation GML
Freeze Golar Freeze UK Ltd GML
Igloo Golar Hull M2031 Corporation GML
Winter Golar Winter UK Ltd GML
NR Satu PT Golar Indonesia GML
Methane Princess Golar 2215 UK Ltd GML
Grand Golar Grand Corporation GML
Maria Golar LNG 2234 LLC GML
Mazo Faraway Maritime Shipping Company GML
Spirit Golar Spirit Corporation GML
Corporate Golar LNG Partners LP Golar Management (Bermuda) Limited

Tier 2 Management Agreements

Counterparty Service Provider
GML Golar Management Norway AS
GML Golar Management Malaysia SDN BHD
GML Golar Management D.O.O.
Golar Hilli Corporation Golar Cameroon SASU
Golar Golar Hilli Corporation Golar Management Ltd

Schedule D

Parties

Golar LNG Limited, a Bermuda exempted firm (“GP Parent”), Golar LNG Energy Limited (“GEL Parent” and with GP Parent, the “Charter Guarantors”), Golar Eskimo Corporation, a Marshall Islands company (“Golar Eskimo”), Golar Freeze UK Ltd, an England and Wales firm (“Golar Freeze”), Golar Hull M2031 Corp., a Marshall Islands company (“Golar M2031”), Golar Winter UK Ltd, an England and Wales firm (“Golar Winter”), PT Golar Indonesia, an Indonesia firm (“Golar Indonesia”), Golar 2215 UK Ltd, an England and Wales firm (“Golar 2215”), Golar Grand Corporation, a Marshall Islands company (“Golar Grand”), Golar LNG 2234 LLC, a Liberia restricted legal responsibility firm (“Golar 2234”),


Faraway Maritime Shipping Company, a Liberia company (“Faraway Shipping”), Golar Spirit Corporation, a Marshall Islands company (“Golar Spirit” and along with Golar Eskimo, Golar Freeze, Golar M2031, Golar Winter, Golar Indonesia, Golar 2215, Golar Grand, Golar 2234, Faraway Shipping and Golar Spirit, the “Owners”), Golar Management Ltd (“GML”), an England and Wales firm, (the “Tier 1 Service Provider”), Golar Management Norway AS, a Norway firm (“Goman Norway”), Golar Management Malaysia SDN BHD, a Malaysia firm (“Goman Malaysia”), Golar Management D.O.O., a Croatia firm (“Goman Croatia”), Golar Management (Bermuda) Limited, a Bermuda exempted firm (“Golar Management Bermuda”), Golar Cameroon SASU, a Cameroon firm (“Golar Cameroon, and along with GML, Goman Norway, Goman Malaysia, Golar Cameroon and Goman Croatia, the “Tier 2 Service Providers”) and New Fortress Energy Inc., a Delaware company (“Parent” and along with the Charter Guarantors, the Owners, the Tier 1 Service Provider and the Tier 2 Service Providers, the “Parties”).

OMNIBUS AGREEMENT

THIS OMNIBUS AGREEMENT (this “Agreement”) is entered into as of April 15, 2021 by and between the Parties (as set out in Schedule D).

R E C I T A L S:

1.On January 13, 2021, Hygo Energy Transition Ltd., a Bermuda exempted firm (the “Company”), entered into an settlement and plan of merger (the “Merger Agreement”) with Golar LNG Limited, a Bermuda exempted firm, Stonepeak Infrastructure Fund II Cayman (G) Ltd., New Fortress Energy Inc., a Delaware company (“Parent”), and Lobos Acquisition Ltd., a Bermuda exempted firm and an oblique, wholly-owned Subsidiary of Parent (“Merger Sub”).

2.Pursuant to the Merger Agreement, on the Effective Time (as such time period is outlined within the Merger Agreement), Merger Sub merged with and into the Company, with the Company surviving the Merger as a subsidiary of Parent (the “Merger”).

3.Part 1 of Schedule A hereto units forth an inventory of every bareboat constitution (every a “Covered Agreement”) to which the Company or a number of of its subsidiaries is a celebration the place GLNG ensures sure obligations of the Company or such subsidiaries (“Guarantees”), and Part 2 of Schedule A hereto describes sure credit score assist required in respect of obligations of firms by which the Company owns an curiosity (“Required Credit Support”).

4.Schedule B hereto units forth a type of administration settlement that’s meant to amend, restate and exchange every of the Management Agreements to which the Tier 1 Service Provider and the Owners are a celebration, with such phrases being additional amended and outmoded as additional detailed and outlined in Article II hereof.

5.The Parties want by their execution of this Agreement to proof their understanding with respect to (i) sure obligations of Parent and GLNG with respect to the Guarantees and (ii) the administration companies to be offered to Parent and its subsidiaries by sure subsidiaries of GLNG pursuant to the Management Agreements.

In consideration of the premises and the covenants, situations, and agreements contained herein, and for different good and precious consideration, the receipt and sufficiency of that are hereby acknowledged, the events hereto hereby agree that the provisions of Article I and Article II and associated Schedules shall be efficient on and from the Effective Time (as outlined within the Merger Agreement) (the “Effective Time”) as follows:

256658.07-HOUSR01A        MSW – Draft April 12, 2021 – 8:15 AM


Article I.

Indemnification

Section 1.1Parent Payment Obligation Under Covered Agreements; Indemnification.
For every Covered Agreement on and from the Effective Time, (i) Parent can pay to GLNG a assure payment equal to $250,000 every year, (pro-rated for the variety of days within the 12 months throughout which related such Guarantee is excellent), payable semiannually in arrears, (ii) Parent will probably be primarily accountable to GLNG for the fee of any quantities payable pursuant to such Guarantees, because the case could also be, as incurred, and (iii) Parent shall indemnify GLNG for any quantities GLNG pays underneath such Guarantees, because the case could also be, and for any losses, damages, liabilities, claims, calls for, causes of motion, judgments, settlements, fines, penalties, prices and bills (together with, with out limitation, courtroom prices and affordable attorneys’ and specialists’ charges, as incurred) of any and all kinds or character arising out of or associated to such Guarantees, because the case could also be and in accordance with Section 1.2 and Section 1.3.

Section 1.2Notification of Parent Payment Obligation.    GLNG agrees that it’s going to promptly and in any occasion inside two days present Parent (i) discover after it turns into conscious of details giving rise to a fee obligation underneath a Guarantee, specifying the quantity to be paid thereunder, the date on which such fee obligations fall due (every a “Demand Date”) and specifying directions for the fee of such funds in accordance with Section 1.3 (such discover the “Parent Payment Notice”), and (ii) copies of any notices, calls for or different correspondence served on GLNG by the beneficiary underneath the Guarantee in relation to such Guarantee.

Section 1.3Notification of Claim for Indemnification.     In the occasion that Parent fails to make a fee to GLNG by the Demand Date specified within the related Parent Payment Notice: (i) GLNG shall make such fee and (ii) shall promptly present Parent discover confirming that it has performed so and requiring Parent to make fee of the quantity for which GLNG is entitled to indemnification underneath Section 1.1 of this Agreement by a date falling no sooner than ten (10) days from the date on which Parent receives the Parent Payment Notice.

Section 1.4Guarantees.     GLNG agrees that on and from the Effective Time it’s going to preserve all Guarantees required pursuant to, and in accordance with the phrases of, the Covered Agreements to which they’re in subject, (ii) adjust to all covenants and phrases to which GLNG is topic within the Guarantees, and the Covered Agreements in respect of which such Guarantees are issued, if any, and (iii) present Parent with quarterly covenant compliance reviews in respect of all relevant monetary covenants, if any.

Section 1.5Notification of GLNG Payment Obligation.    In the occasion that GLNG fails to adjust to the necessities of Section 1.4 or Section 1.6, GLNG shall promptly notify Parent of such breach as quickly as GLNG has turn out to be conscious thereof, having made all due and cautious enquiry.

Section 1.6Notification of Claim for GLNG Indemnification. Parent shall promptly present GLNG discover specifying the quantities for which Parent, the Company and/or its subsidiaries are entitled to indemnification underneath Section 1.4 and this Section 1.6 and GLNG


shall indemnify Parent and the related subsidiaries for any losses, damages, liabilities, claims, calls for, causes of motion, judgments, settlements, fines, penalties, prices and bills (together with, with out limitation, courtroom prices and affordable attorneys’ and specialists’ charges, as incurred) of any and all kinds or character arising out of or associated to GLNG’s failure to adjust to GLNG’s obligations.

Section 1.7Subrogation. With respect to any quantity paid by Parent pursuant to Section 1.1(ii) and (iii) or Section 1.4, GLNG shall on and from the date of any such fee assign to Parent any rights of contribution or subrogation towards the Company and, as relevant, its subsidiaries comparable to such quantity.

Section 1.8Cooperation. On and from the Effective Time, every of GLNG and Parent shall use affordable endeavors to have GLNG eliminated as guarantor or counter-indemnifier, because the case could also be, underneath the Covered Agreements.

Section 1.9Required Credit Support.

a.GLNG shall, at its sole value, preserve in full power and impact any letter(s) of credit score, assure(s) or different credit score assist at the moment being maintained in respect of any Required Credit Support.

b.GLNG shall preserve in full power and impact the $5.75 million Irrevocable Standby Letter of Credit, Reference No. 39662244 (the “SSA L/C”), issued by Citibank, N.A., as issuing financial institution, for the good thing about Citibank N.A., in its capability as Offshore Collateral Trust Agent, as Additional Equity Support in respect of the Additional Equity Commitment in accordance with the Amended and Restated Sponsor Support and Share Retention Agreement dated as of February 4, 2019 (the “SSA”), amongst CELSE – Centrais Elétricas de Sergipe S.A., as Borrower, CELSEPAR – Centrais Elétricas de Sergipe Participações S.A. because the Direct Shareholder, EBRASIL Energia Ltda., because the EBRASIL Shareholder, Golar Power Brasil Participações S.A., Golar Power Latam Participações e Comércio Ltda. and LNG Power Ltd., because the Golar Shareholders, Eletricidade do Brasil S.A. – EBRASIL and Golar Power Ltd., because the Sponsors, Golar LNG Ltd. and Stonepeak Infrastructure Fund II Cayman (G) Ltd., because the Golar Parents, Citibank, N.A., because the Intercreditor Agent, Citibank, N.A., because the Offshore Collateral Agent, and Banco Citibank S.A., because the Onshore Collateral Agent (as amended, modified, supplemented, restated and in impact infrequently), till the sooner of (x) May 1, 2021 and (y) the date on which Parent procures the substitute of the SSA L/C in compliance with the phrases of the SSA. Parent will probably be primarily accountable to GLNG for the fee of any quantities payable pursuant to the SSA L/C, because the case could also be, as incurred, and Parent shall indemnify GLNG for any quantities GLNG pays underneath the SSA L/C, because the case could also be, and for any losses, damages, liabilities, claims, calls for, causes of motion, judgments, settlements, fines, penalties, prices and bills (together with, with out limitation, courtroom prices and affordable attorneys’ and specialists’ charges, as incurred) of any and all kinds or character arising out of or associated to the SSA L/C, because the case could also be.


Article II.

MANAGEMENT AGREEMENTS

Section 2.1Amendment and Restatement. All administration agreements and administration companies agreements between Owners and Tier 1 Service Provider shall be amended and restated on and from the Effective Time within the type appended at Schedule B (such amended and restated administration agreements being the “Tier 1 Management Agreements”) offered that within the occasion of any battle between any time period of a Tier 1 Management Agreement and this Article II, this Article II shall prevail.

Section 2.2Manager Termination Right. Without prejudice to any specific proper of termination a Tier 1 Service Provider or Tier 2 Service Providers has to terminate any administration settlement, together with, with out limitation, pursuant to Clause 22 of the related Tier 1 Management Agreement, to which it’s a occasion (such agreements collectively the “Tier 1/Tier 2 Management Agreements”) in accordance with the phrases of such administration settlement, in exercising any specific proper to terminate for comfort underneath a administration settlement, together with, with out limitation, pursuant to Clause 21 of the related Tier 1 Management Agreement, every Tier 1 Service Provider or Tier 2 Service Provider shall , besides to the extent that (i) the vessel to which such Tier 1/Tier 2 Management Agreement relates continues to be the topic of a bareboat constitution, a time constitution occasion settlement, an FSRU lease settlement, a liquefaction tolling settlement or fuel settlement (collectively the “Charter Contracts”) and (ii) the place such administration settlement termination would moderately be anticipated to set off a termination proper regarding the change within the identification of the supervisor of the related vessel underneath its Charter Contract, be entitled to train such proper to terminate any Tier 1/Tier 2 Management Agreement by giving sixty (60) days’ discover to the related Owner (such termination, a “Manager Termination Right for Convenience”).

Section 2.3Owner Termination Right. Owner could terminate any Tier 1 Management Agreement for its comfort by giving sixty (60) days’ discover to the Tier 1 Service Provider.

Section 2.4Limitation on Liability. Any provision of a Tier 1/Tier 2 Management Agreement that will, however for this Section 2.4, have the impact of capping or limiting the legal responsibility of the Tier 1 Service Provider or a Tier 2 Service Provider thereunder, because the case could also be, shall not apply within the occasion that such Tier 1/Tier 2 Management Agreement is terminated by a Tier 1 Service Provider or Tier 2 Service Provider (i) pursuant to any Manager Termination Right for Convenience which doesn’t adjust to Section 2.2 of this Agreement or (ii) in a way that isn’t expressly contemplated in such Tier 1/Tier 2 Management Agreement (as amended by Section 2.2 of this Agreement), the place such administration settlement termination triggers a termination proper regarding the change within the identification of the supervisor of the related vessel underneath its Charter Contract).

Section 2.5Services Provision. Subject to the phrases hereof and the related Tier 1/Tier 2 Management Agreements, the Tier 1 Service Provider and the Tier 2 Service Providers will proceed to offer such companies as are set out in, and in accordance with, the related Tier 1/Tier 2 Management Agreements and every other administration agreements to which the Tier 2


Service Providers are a celebration, and the consultancy companies underneath the Tier 1 Management Agreement shall with out limitation embrace such advisory or different further companies as could also be moderately requested by the Partnership to allow the Owners to adjust to every Charter Contract and any associated financing association covenant regarding administration service provision, change of management and possession, in every case as relate to the transaction contemplated by the Merger Agreement and this Agreement.

Section 2.6Cool Pool.

a.Each of Parent, GLNG and The Cool Pool Limited (“Cool Pool”) acknowledges and agrees that the Golar Celsius and the Golar Penguin (the “Vessels”) are at the moment buying and selling within the LNG provider pool (the “LNG Pool”) managed by Cool Pool as one of many vessels managed by GLNG and its Affiliates, and that each Vessels are at the moment topic to time constitution events entered into between (i) within the case of the Golar Penguin, Golar M2023 and RWE Supply & Trading GmbH (the “Penguin Charter”); and (ii) within the case of the Golar Celsius, Golar M2026 and Cool Pool underneath a head constitution and between Cool Pool and Uniper Global Commodities SE underneath a sub constitution (the “Celsius Charter”, and along with the Penguin Charter, the “Pool Charters”).

b.Each of GLNG and Cool Pool acknowledges and agrees that Parent could at any time after the date of this Agreement serve a discover on Cool Pool requesting the withdrawal of any of the Vessels from the LNG Pool. With impact from the receipt of such discover, every of GLNG and Cool Pool agrees that it shall (i) not enter into any additional negotiation, association, time constitution or different settlement with any occasion with respect to the Vessels; and (ii) take such additional actions moderately requested by Parent with a purpose to absolutely and unconditionally launch the Vessels from any obligations underneath the relevant Pool Charter and make the Vessels absolutely obtainable to Parent and its subsidiaries for constitution to a 3rd occasion promptly following such launch.

Article III.

Miscellaneous

Section 3.1Choice of Law; Submission to Jurisdiction. This Agreement shall be topic to and ruled by the legal guidelines of the State of New York.

Section 3.2Notice. All notices, requests or consents offered for or permitted to be given pursuant to this Agreement should be in writing and should be given by depositing the identical within the mail, addressed to the Person to be notified, postpaid, and registered or licensed with return receipt requested or by delivering such discover in individual or by private-courier, pay as you go, by telecopier to such occasion or by e-mail to such occasion. Notice given by private supply or mail shall be efficient upon precise receipt. Couriered notices shall be deemed delivered on the date the courier represents that supply will happen. Notice given by e-mail or telecopier shall be efficient upon precise receipt if acquired in the course of the recipient’s regular enterprise hours, or at first of the recipient’s subsequent enterprise day after receipt if not acquired in the course of the recipient’s regular enterprise hours. All notices to be despatched to a celebration pursuant to this Agreement shall be despatched


to or made on the deal with set forth beneath such occasion’s signature to this Agreement, or at such different deal with as such occasion could stipulate to the opposite events within the method offered on this Section 3.2.

Section 3.3Entire Agreement. This Agreement constitutes your complete settlement of the events regarding the issues contained herein, superseding all prior contracts or agreements, whether or not oral or written, regarding the issues contained herein.

Section 3.4Termination. This Agreement shall terminate on the newest to happen of (a) no Guarantee remaining excellent, (b) every of Parent and GLNG has paid all quantities due pursuant to Article I, (c) the termination of all Covered Agreements, (d) the termination of all administration agreements and administration companies agreements to which the Tier 1 Service Provider and Tier 2 Service Providers are a celebration and (e) the termination or expiration of every settlement underneath which any Required Credit Support is required.

Section 3.5Amendment or Modification. This Agreement could also be amended or modified infrequently solely by the written settlement of all of the events hereto.

Section 3.6Assignment. No occasion shall have the fitting to assign its rights or obligations underneath this Agreement with out the consent of the opposite events hereto.

Section 3.7Counterparts. This Agreement could also be executed in any variety of counterparts with the identical impact as if all signatory events had signed the identical doc. All counterparts shall be construed collectively and shall represent one and the identical instrument.

Section 3.8Severability. If any provision of this Agreement or the appliance thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the rest of this Agreement and the appliance of such provision to different Persons or circumstances shall not be affected thereby and shall be enforced to the best extent permitted by legislation.

Section 3.9Gender, Parts, Articles and Sections. Whenever the context requires, the gender of all phrases used on this Agreement shall embrace the masculine, female and neuter, and the variety of all phrases shall embrace the singular and plural. All references to Article numbers and Section numbers discuss with Articles and Sections of this Agreement.

Section 3.10Further Assurances. In reference to this Agreement, every signatory occasion hereto agrees to execute and ship such further paperwork and devices and to carry out such further acts as could also be obligatory or acceptable to effectuate, perform and carry out all the phrases, provisions and situations of this Agreement.

[Signature page follows.]


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

GOLAR LNG LIMITED

By:        /s/ Georgina E. Sousa    

Name: Georgina E. Sousa

Title: Director

Address for Notice for GLNG, Cool Pool, the Tier 1 Service Provider and the Tier 2 Service Providers:

Golar Management Ltd

sixth Floor, The Zig Zag

70 Victoria Street

London SW1E 6SQ

United Kingdom

Email:    [email protected] [email protected]

Attention: Karl Fredrik Staubo

NEW FORTRESS ENERGY INC.

By:        /s/ Christopher Guinta    

Name: Christopher Guinta

Title: Chief Financial Officer

Address for Notice for the Parent and the Owners:

New Fortress Energy Inc.

111 W. nineteenth Street, eighth Floor

New York, New York 10011

Attn:     General Counsel

Email:     authori[email protected]

Phone: 516-268-7400


THE COOL POOL LIMITED

By:        /s/ Georgina E. Sousa    

Name: Georgina E. Sousa

Title: Director

GOLAR HULL M2026 CORP.

By:        /s/ Georgina E. Sousa    

Name: Georgina E. Sousa

Title: Director

GOLAR HULL M2023 CORP.

By:        /s/ Georgina E. Sousa    

Name: Georgina E. Sousa

Title: Director

GOLAR NANOOK UK LIMITED

By:        /s/ Rodrigo Fortes    

Name: Rodrigo Fortes

Title: Director

GOLAR FSRU8 CORPORATION

By:        /s/ Georgina E. Sousa    

Name: Georgina E. Sousa

Title: Director

GOLAR MANAGEMENT (BERMUDA) LIMITED

By:        /s/ Georgina E. Sousa    

Name: Georgina E. Sousa

Title: Director

GOLAR MANAGEMENT LTD

By:        /s/ Malcolm Bulbeck    

Name: Malcolm Bulbeck

Title: Director


GOLAR MANAGEMENT NORWAY AS

By:        /s/ Erling David-Andersen    

Name: Erling David-Andersen

Title: Director

GOLAR MANAGEMENT D.O.O.

By:        /s/ Lasse Roed    

Name: Lasse Roed

Title: Director

GOLAR MANAGEMENT MALAYSIA SDN BHD

By:        /s/ Jamal Ishak Aziz Ahmad    

Name: Jamal Ishak Aziz Ahmad

Title: General Manager


Schedule A

Part 1

Covered Agreements

Charters

1.Bareboat Charter dated March 3, 2020 between Noble Celsius Shipping Limited and Golar Hull M2026 Corporation.

2.Bareboat Charter dated December 17, 2019 between Oriental Fleet LNG 02 Limited and Golar Hull M2023 Corporation.

3.Bareboat Charter for FSRU “Golar Nanook” dated 25 September 2018 between Compass Shipping 23 Corporation Limited and Golar FSRU8 Corporation.

Part 2

Required Credit Support

1.The Indemnitor Letter of Credit issued by GLNG in accordance with part 2 of the indemnity settlement entered into between GLNG, the Company and Stonepeak Infrastructure Fund II Cayman (G) Ltd on 15 April 2021.

Schedule B1


BIMCO Shipman Agreement to be inserted

Schedule B2


Bermuda Services Agreement to be inserted


Schedule C

Management Agreements

Tier 1 Management Agreements

Asset Golar Counterparty / Owner Tier 1 Service Provider

Nanook

Golar FSRU8 Corporation (to get replaced by Golar Nanook UK Limited from the Effective Time within the discretion of the Parent) GML
Celsius Golar Hull M2026 Corp. GML
Penguin Golar Hull M2023 Corp. GML
Corporate Hygo Energy Transition Ltd Golar Management Bermuda

Tier 2 Management Agreements

Counterparty Service Provider
GML Golar Management Norway AS
GML Golar Management Malaysia SDN BHD
GML Golar Management D.O.O.

Schedule D

Parties

Golar LNG Limited, a Bermuda exempted firm (“GLNG”), The Cool Pool Limited, a Marshall Islands firm (“Cool Pool”), Golar Hull M2026 Corp., a Marshall Islands company (“Golar M2026”), Golar Hull M2023 Corp., a Marshall Islands company (“Golar M2023”), Golar FSRU8 Corporation, a Marshall Islands company (“Golar FSRU8”), Golar Nanook UK Limited, an England & Wales firm (“Golar Nanook”, and, along with Golar FSRU8, Golar M2026 and M2023, the “Owners”), Golar Management Ltd (“GML”), an England and Wales firm, the “Tier 1 Service Provider”), Golar Management Norway AS, a Norway firm (“Golar Norway”), Golar Management Malaysia SDN BHD, a Malaysia firm (“Golar Malaysia”), Golar Management D.O.O., a Croatia firm (“Golar Croatia”), Golar Management (Bermuda) Limited, a Bermuda exempted firm (“Golar Management Bermuda” and along with GML, Golar Norway, Golar Malaysia, and Golar Croatia, the “Tier 2 Service Providers”) and New Fortress Energy Inc., a Delaware company (“Parent” and along with Cool Pool, GLNG, the Owners, the Tier 1 Service Provider and the Tier 2 Service Providers, the “Parties”).

SHAREHOLDERS’ AGREEMENT

This SHAREHOLDERS’ AGREEMENT (this “Agreement”), dated as of April 15, 2021, is entered into by and amongst, New Fortress Energy Inc., a Delaware company (the “Company”), Golar LNG Limited (“Shareholder A”) and Stonepeak Infrastructure Fund II Cayman (G) Ltd. (“Shareholder B” and along with Shareholder A, the “Shareholders”).

WHEREAS, the Company, Lobos Acquisition Ltd., a Bermuda exempted firm and an oblique, wholly-owned subsidiary of the Company (“Merger Sub”), the Shareholders, and Hygo Energy Transition Ltd., a Bermuda exempted firm (“Target”), have effected the transactions contemplated by that sure Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 13, 2021, pursuant to which, amongst different issues, on the phrases and topic to the situations set forth within the Merger Agreement (i) Merger Sub merged with and into Target (the “Merger”), (ii) Shareholder A acquired 18,627,451 shares of the Company’s Class A Common Stock, par worth $0.01 per share (“Common Stock”), and (iii) Shareholder B acquired 12,745,098 shares of Common Stock (the Common Stock acquired by Shareholder A and Shareholder B in reference to the Merger, the “Issued Shares”);

WHEREAS, in reference to the closing of the Merger, the Company is granting to every Shareholder sure registration rights with respect to the Issued Shares, as set forth on this Agreement; and

WHEREAS, in reference to, and efficient upon, the date of the closing of the transactions contemplated by the Merger Agreement (the “Closing Date”), the Company and every Shareholder want to enter into this Agreement to set forth sure understandings amongst themselves.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for different good and precious consideration, the receipt and sufficiency of that are hereby acknowledged, the events hereto hereby agree as follows:

Section i. Certain Definitions

As used on this Agreement, the next phrases shall have the next meanings:

Affiliate” means as to any Person, every other Person who immediately, or not directly via a number of intermediaries, controls, is managed by or is underneath widespread management with such Person.

Agreement” shall have the which means set forth within the Preamble.

ASR Filing” shall have the which means set forth in Section 3.1.


Beneficial Owner” of a safety is a Person who immediately or not directly, via any contract, association, understanding, relationship or in any other case, has or shares (a) voting energy, which incorporates the ability to vote, or to direct the voting of, such safety and/or (b) funding energy, which incorporates the ability to get rid of, or to direct the disposition of, such safety. The time period “Beneficially Own” shall have a correlative which means.

Board” means the Board of Directors of the Company.

Business Day” means any day apart from a Saturday, Sunday, any federal vacation or every other day on which banking establishments within the State of New York are licensed or required to be closed by legislation or governmental motion.

Closing Date” shall have the which means set forth within the Preamble.

Company” shall have the which means set forth within the Preamble.

Company Bylaws” means the bylaws of the Company, as amended infrequently.

Company Charter” means the certificates of incorporation of the Company, as amended infrequently.

Commission” means the United States Securities and Exchange Commission.

Common Stock” shall have the which means set forth within the Preamble.

Control” (together with the phrases “Controls,” “Controlled by” and “underneath widespread Control with”) means the possession, direct or oblique, of the ability to direct or trigger the course of the administration and insurance policies of a Person, whether or not via the possession of voting securities, by contract or in any other case.

Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the foundations and laws of the Commission thereunder.

Founders’ Securities” shall have the which means set forth in Section 3.2(c)(i).

Governmental Entity” means any courtroom, governmental, regulatory or administrative company or fee or different governmental authority or instrumentality, home or overseas.

Indemnified Party” shall have the which means set forth in Section 5.3.

Indemnifying Party” shall have the which means set forth in Section 5.3.

Information” shall have the which means set forth in Section 8.10.

Issued Shares” shall have the which means set forth within the Preamble.


Law” means any legislation, rule, regulation, ordinance, code, judgment, order, treaty, conference, governmental directive or different legally enforceable requirement, U.S. or non-U.S., of any Governmental Entity, together with widespread legislation.

Lock-up Period” shall have the which means set forth in Section 2.1.

Losses” shall have the which means set forth in Section 5.1.

Managing Underwriter” means, with respect to any Underwritten Offering, the lead book-running supervisor(s) of such Underwritten Offering.

Maximum Shares” shall have the which means set forth in Section 3.2(c).

Merger” shall have the which means set forth within the Preamble.

Merger Agreement” shall have the which means set forth within the Preamble.

Merger Sub” shall have the which means set forth within the Preamble.

MIS Participants” means the people or entities that take part within the administration incentive system underneath the Supplemental Agreement.

Nasdaq” means the Nasdaq Global Select Market.

Necessary Action” means, with respect to a specified consequence, any and all actions essential to trigger such consequence, together with, however not restricted to, executing any and all agreements and devices which can be required to attain such consequence and making, or inflicting to be made, with any and all Governmental Entities, all filings, registrations or related actions which can be required to attain such consequence (however solely to the extent such actions are permitted by Law).

Organizational Documents” means the Company Charter and Company Bylaws.

Permitted Transferee” of a Shareholder means any Affiliate of such Shareholder.

Person” means any particular person, company, agency, partnership, three way partnership, restricted legal responsibility firm, property, belief, enterprise affiliation, group, any courtroom, administrative company, regulatory physique, fee or different governmental authority, board, bureau or instrumentality, home or overseas and any subdivision thereof or different entity, and in addition contains any managed funding account.

Proceeding” shall imply an motion, declare, swimsuit, arbitration or continuing (together with, with out limitation, an investigation or partial continuing, resembling a deposition), whether or not commenced or threatened.

Registrable Securities” shall imply (a) the Issued Shares and (b) any securities issued or issuable with respect to the Issued Shares by means of distribution or in reference to any reorganization or different recapitalization, merger, consolidation or in any other case; offered, nonetheless,


{that a} Registrable Security owned by a Shareholder shall stop to be a Registrable Security when (i) such share has been disposed of pursuant to an efficient Registration Statement, (ii) such share has been disposed of underneath Rule 144 or every other exemption from the registration necessities of the Securities Act because of which the Transferee thereof doesn’t obtain “restricted securities” as outlined in Rule 144, (iii) such shares are freely tradeable by such Shareholder with out quantity or different limitations or necessities underneath Rule 144 and such Shareholder and its Affiliates collectively maintain lower than 5% of the excellent shares of Common Stock or (iv) such shares have ceased to be excellent.

Registration Expenses” means all bills incurred by the Company in complying with Article III, together with, with out limitation, all registration and submitting charges, printing bills, highway present bills, charges and disbursements of counsel and unbiased public accountants for the Company, charges and bills (together with counsel charges) incurred in reference to complying with state securities or “blue sky” legal guidelines, charges of the Financial Industry Regulatory Authority, Inc., and costs of switch brokers and registrars, however excluding any Selling Expenses.

Registration Statement” means any registration assertion of the Company filed or to be filed with the Commission underneath the Securities Act, together with the associated prospectus, amendments and dietary supplements to such registration assertion, and together with pre- and post-effective amendments, and all reveals and all materials included by reference in such registration assertion.

Relative” means, with respect to any pure individual: (a) such pure individual’s partner, (b) any lineal descendant, dad or mum, grandparent, nice grandparent or sibling or any lineal descendant of such sibling (in every case whether or not by blood or authorized adoption), and (c) the partner of a pure individual described in clause (b) of this definition.

Representatives” shall have the which means set forth in Section 8.10.

Requesting Shareholder” shall have the which means set forth in Section 3.2(a).

Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule could also be amended infrequently, or any related rule or regulation hereafter adopted by the Commission as a substitute thereto having considerably the identical impact as such rule.

Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the foundations and laws of the Commission thereunder. References to any rule underneath the Securities Act shall be deemed to discuss with any related or successor rule or regulation.

Selling Expenses” means all (a) underwriting charges, reductions and promoting commissions allocable to the sale of Registrable Securities, (b) switch taxes allocable to the sale of the Registrable Securities, (c) prices or bills associated to any roadshows carried out in reference to the advertising and marketing of any Shelf Underwritten Offering and (d) charges and bills of counsel to the Shareholders.


Shareholder A” shall have the which means set forth within the Preamble.

Shareholder B” shall have the which means set forth within the Preamble.

Shareholders” shall have the which means set forth within the Preamble.

Shareholder’s Securities” shall have the which means set forth in Section 3.2(c).

Shelf Registration Statement” shall have the which means set forth in Section 3.1.

Shelf Underwritten Offering” shall have the which means set forth in Section 3.2(a).

Shelf Underwritten Offering Request” shall have the which means set forth in Section 3.2(a).

Supplemental Agreement” signifies that sure Supplemental Agreement dated as of August 31, 2018, by and between Target (f/ok/a Golar Power Limited), Shareholder A and Shareholder B, entered into to complement that sure Investment and Shareholders Agreement dated July 5, 2016, and any amendments or dietary supplements thereto.

Suspension Period” shall have the which means set forth in Section 3.3.

Target” shall have the which means set forth within the Preamble.

Transfer” shall have the which means set forth in Section 2.1.

Underwriter” imply a securities supplier who purchases any Registrable Securities as principal in an Underwritten Offering and never as a part of such supplier’s market-making actions.

Underwritten Offering” means an providing (together with an providing pursuant to a Shelf Registration Statement) by which shares of Common Stock are bought to an Underwriter for reoffer.

Underwritten Offering Filing” means with respect to a Shelf Underwritten Offering, a preliminary prospectus complement (or prospectus complement if no preliminary prospectus complement is used) to the Shelf Registration Statement regarding such Shelf Underwritten Offering.

WKSI” means a well known seasoned issuer (as outlined in Rule 405 underneath the Securities Act).

Section ii. Rules of Construction

.

(1)Unless the context requires in any other case: (i) any pronoun used on this Agreement shall embrace the corresponding masculine, female or neuter types; (ii) references to Articles and Sections discuss with articles and sections of this Agreement; (iii) the phrases “embrace,” “contains,” “together with” and phrases of like import shall be deemed to be adopted by the phrases “with out limitation”; (iv) the phrases “hereof,” “hereto,” “herein” or “hereunder” discuss with this


Agreement as an entire and to not any explicit provision of this Agreement; (v) until the context in any other case requires, the time period “or” shouldn’t be unique and shall have the inclusive which means of “and/or”; (vi) outlined phrases herein will apply equally to each the singular and plural types and by-product types of outlined phrases could have correlative meanings; (vii) references to any Law or statute shall embrace all guidelines and laws promulgated thereunder, and references to any Law or statute shall be construed as together with any authorized and statutory provisions consolidating, amending, succeeding or changing the relevant Law or statute; (viii) references to any Person embrace such Person’s successors and permitted assigns; and (ix) references to “days” are to calendar days until in any other case indicated.

(2)The headings on this Agreement are for comfort and identification solely and will not be meant to explain, interpret, outline or restrict the scope, extent or intent of this Agreement or any provision thereof.

(3)This Agreement shall be construed with out regard to any presumption or different rule requiring building towards the occasion that drafted or triggered this Agreement to be drafted.

Section i. Lock-up

. Each Shareholder shall not, with out the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), in the course of the interval commencing on the Closing Date and persevering with for 90 days after the Closing Date (the “Lock-up Period”), immediately or not directly via a number of Affiliates, (a) supply, pledge, promote, contract to promote, grant any possibility, proper or warrant to buy, give, assign, hypothecate, pledge, encumber, grant a safety curiosity in, promote any possibility or contract to buy, buy any possibility or contract to promote, grant any possibility, proper or warrant to buy, lend or in any other case switch or get rid of (together with via any hedging or different related transaction) any financial, voting or different rights in or to the Issued Shares, or (b) enter into any swap or different settlement that transfers or intends to switch, in complete or partially, any of the financial penalties of possession of the Issued Shares (any such transaction described in clause (a) or (b) above, a “Transfer”), apart from (x) topic to Article VI, a switch of the Issued Shares to a Permitted Transferee and (y) Shareholder B’s switch of a portion of the Issued Shares pursuant to the Supplemental Agreement. Other than any settlement, association or understanding regarding the Supplemental Agreement, every Shareholder represents and warrants to the Company that it’s not occasion to any settlement, association or understanding regarding a Transfer as of the date hereof.

Section ii. Pro Rata Distribution

. If, after the Lock-up Period, Shareholder A decides to distribute its Common Stock via a professional rata distribution to its shareholders, the Company shall moderately cooperate with the affordable requests of Shareholder A in connection therewith, together with, to the extent moderately obligatory and with help of counsel to every occasion, searching for steering from the Securities and


Exchange Commission (the “SEC”) as to the necessities obligatory for such distribution to be accomplished with out registration, or, if registration is required, the suitable type of such registration assertion, with a purpose to allow Shareholder A’s shareholders who obtain Common Stock within the distribution to commerce their shares of Common Stock freely; offered, that any session with the SEC shall embrace counsel to Shareholder A and counsel to the Company, and the Company shall use its commercially affordable efforts to make use of the type of registration assertion that, within the view of counsel to the Company and Shareholder A, in all fairness essential to impact the distribution on the time desired by Shareholder A; offered, nonetheless, that Shareholder A shall seek the advice of with the Company an affordable time prematurely of such distribution concerning an orderly course of, figuring out the suitable mechanics for finishing such distribution, and reimburse the Company for any affordable out-of-pocket bills incurred by the Company in connection therewith (apart from any Registration Expenses for which the Company is accountable hereunder).

Article III.

Registration rights

Section i. Shelf Registration.

(1)As promptly as practicable, however no later than the 90th day following the Closing Date, the Company shall (i) file a “shelf” registration assertion underneath the Securities Act to allow the resale of the Registrable Securities infrequently as permitted by Rule 415 underneath the Securities Act (or any related provision adopted by the Commission then in impact) or (ii) have obtainable and on file with the SEC an present “shelf” registration assertion filed with the SEC that will allow the resale of the Registrable Securities as contemplated by the foregoing clause (i) (in every case, the “Shelf Registration Statement”). If on the time of such submitting, the Company is a WKSI, the Shelf Registration Statement shall be (i) an automated shelf registration assertion that turns into efficient upon submitting with the Commission in accordance with Rule 462(e) underneath the Securities Act (an “ASR Filing”) or (ii) a prospectus complement filed pursuant to an present ASR Filing. If the Shelf Registration Statement doesn’t qualify as an ASR Filing, the Company shall use its commercially affordable efforts to trigger such Shelf Registration Statement to turn out to be or be declared efficient as quickly as practicable after the submitting thereof. As quickly as practicable (however in any occasion inside two Business Days) after the efficient date of the Shelf Registration Statement that isn’t an ASR Filing, the Company shall notify the Shareholders of the effectiveness of such Registration Statement.

(2)The Shelf Registration Statement shall be on a brand new or present Form S-3 or, if Form S-3 shouldn’t be then obtainable to the Company, on Form S-1 or such different type of registration assertion as is then obtainable to impact a registration for resale of such Registrable Securities and shall comprise a prospectus in such type as to allow the Shareholders to promote such Registrable Securities pursuant to Rule 415 underneath the Securities Act (or any successor or related rule adopted by the Commission then in impact) at any time starting on the efficient date for such Registration Statement. The Shelf Registration Statement shall present for the distribution or resale pursuant to any technique or mixture of strategies legally obtainable to the Shareholders.


(3)The Company shall use its commercially affordable efforts to trigger the Shelf Registration Statement to stay efficient, and to be supplemented and amended as promptly as practicable to the extent obligatory to make sure that the Shelf Registration Statement is accessible or, if not obtainable, that one other Registration Statement is accessible (which Registration Statement shall even be referred to herein because the Shelf Registration Statement), for the resale of all of the Registrable Securities held by every Shareholder till (i) all the Registrable Securities held by such Shareholder have ceased to be Registrable Securities or (ii) such Shareholder, collectively with its Permitted Transferee, if relevant, owns lower than $150 million in whole worth of the Company’s excellent Common Stock (as decided primarily based on the closing value of the Common Stock on the date of such dedication).

(4)When efficient, the Shelf Registration Statement (together with the paperwork included therein by reference) will comply as to type in all materials respects with all relevant necessities of the Securities Act and the Exchange Act and won’t comprise an unfaithful assertion of a fabric truth or omit to state a fabric truth required to be said therein or essential to make the statements therein not deceptive (within the case of any prospectus contained within the Shelf Registration Statement, within the mild of the circumstances underneath which such statements are made).

Section ii. Underwritten Shelf Offering Request.

(1)In the occasion a Shareholder elects to get rid of Registrable Securities underneath a Registration Statement pursuant to an Underwritten Offering and fairly expects gross proceeds of at the least $100 million from such Underwritten Offering, the Company shall, on the request (a “Shelf Underwritten Offering Request”) of such Shareholder (in such capability, the “Requesting Shareholder”), enter into an underwriting settlement in a type as is customary in Underwritten Offerings of securities by the Company with the Underwriter or Underwriters chosen by the holders of a majority of the shares of Common Stock to be included in such providing and fairly acceptable to the Company, and shall take all such different affordable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Shareholder with a purpose to expedite or facilitate the disposition of such Registrable Securities (a “Shelf Underwritten Offering”); offered, nonetheless, that (i) the Company shall don’t have any obligation to facilitate or take part in any Shelf Underwritten Offering earlier than the expiration of the Lock-Up Period, and (ii) the Shareholders, collectively, could not demand greater than 5 Shelf Underwritten Offerings within the mixture in the course of the time period of this Agreement; offered that if Shareholder A doesn’t full the professional rata distribution contemplated by Section 2.2, Shareholder A shall be entitled to demand not more than two of the 5 Shelf Underwritten Offerings in the course of the time period of this Agreement and Shareholder B shall be entitled to demand not more than three of the 5 Shelf Underwritten Offerings in the course of the time period of this Agreement; offered, additional, that if on the time of the Shelf Underwritten Offering Request, the Company is then planning to undertake an Underwritten Offering for its personal account and for as long as it continues to actively make use of, in good religion, all affordable efforts to undertake the relevant Underwritten Offering, and the Company gives discover to the such Shareholders that it could be detrimental to the Company for such Shelf Underwritten Offering to be effected within the close to future, the Company shall have the fitting to defer such Shelf Underwritten Offering Request till


the abandonment of such Underwritten Offering by the Company or the later of (x) thirty (30) days following the Company’s closing of its Underwritten Offering or (y) the expiration of any lock-up interval required by the Underwriters in such Underwritten Offering (offered that such lock-up interval shall in no occasion exceed any such interval that applies to a director or “government officer” (as outlined underneath Section 16 of the Exchange Act) with respect to such Underwritten Offering and shall in no occasion exceed 60 days); offered, nonetheless, that the Company shall not defer its obligation pursuant to this proviso greater than twice in any 12-month interval. For the avoidance of doubt, any required registration pursuant to Section 2.2 and any Block Trade pursuant to Section 3.7 shall be counted as Shelf Underwritten Offerings for functions of the restrictions on this Section 3.2.

(2)If the Company receives a Shelf Underwritten Offering Request, it’s going to give written discover of such proposed Shelf Underwritten Offering to every Shareholder (apart from the Requesting Shareholder), which discover shall embrace the anticipated submitting date of the associated Underwritten Offering Filing and, if recognized, the variety of shares of Common Stock which can be proposed to be included in such Shelf Underwritten Offering, and of such Shareholders’ rights underneath this Section 3.2(b). Such discover shall be given promptly (and in any occasion not later than two Business Day following receipt of the Shelf Underwritten Offering Request); offered that if a Shareholder needs to have interaction in an underwritten registered providing not involving a “roadshow,” a suggestion generally often called a “block commerce” (a “Block Trade”), no such discover shall be required and no Shareholder (apart from the Requesting Shareholder) shall have any proper to incorporate its Registrable Securities in such Block Trade; offered, additional, that any Shelf Underwritten Offering Request (together with a Block Trade) shall be topic to the discover and different necessities contained within the Founders’ Agreement (as outlined in Section 3.2(c)); offered, additional, that the Company shall use its commercially affordable efforts to handle its obligations underneath the Founders’ Agreement in order to not materially impede the power of the Requesting Shareholder to attain the target of its requested Block Trade; and offered additional, that the Company shall not so notify any such different Shareholder that has notified the Company (and never revoked such discover) requesting that such Shareholder not obtain discover from the Company of any proposed Shelf Underwritten Offering. If such discover is delivered pursuant to this Section 3.2(b), every such Shareholder shall then have three Business Days after the date on which the Shareholders acquired discover pursuant to this Section 3.2(b) to request inclusion of Registrable Securities within the Shelf Underwritten Offering (which request shall specify the utmost variety of Registrable Securities meant to be disposed of by such Shareholder and such different info as in all fairness required to impact the inclusion of such Registrable Securities). If no request for inclusion from a Shareholder is acquired inside such interval, such Shareholder shall don’t have any additional proper to take part in such Shelf Underwritten Offering.

(3)If the Managing Underwriter of the Shelf Underwritten Offering shall inform the Requesting Shareholder of its perception that the variety of Registrable Securities requested to be included in such Shelf Underwritten Offering by such Shareholder (and every other shares of Common Stock requested to be included by the Company or every other Persons having registration rights with respect to such providing) would have a adverse impact on the pricing of such providing, then the Company shall embrace within the relevant Underwritten Offering Filing, to the extent of the entire variety of Registrable Securities that the Company is so suggested might be


bought in such Shelf Underwritten Offering with out so materially adversely affecting such providing (the “Maximum Shares”), Registrable Securities within the following precedence:

(a)First, any Registrable Securities that the Shareholders requested to be included therein (the “Shareholders’ Securities”) and any shares of Common Stock requested to be included therein by the events to that sure Shareholders’ Agreement dated as February 4, 2019 (the “Founders’ Agreement”), by and among the many Company and sure events thereto (together with any assignee who has been assigned Registration Rights pursuant to the phrases thereunder) (the “Founders’ Securities”) (professional rata among the many holders of the Shareholders’ Securities and the Founders’ Securities in proportion to the variety of shares of Common Stock held by all such holders); and

(b)Second, to the extent that the variety of the Shareholders’ Securities and Founders’ Securities is lower than the Maximum Shares, the shares of Common Stock requested to be included by the Company or every other Persons having registration rights with respect to such providing, professional rata amongst such different Persons primarily based on the variety of shares of Common Stock every requested to be included.

(4)Holders of a majority of the shares of Common Stock to be included within the providing shall decide the pricing of the Registrable Securities supplied pursuant to any Shelf Underwritten Offering and the relevant underwriting reductions and commissions and decide the timing of any such Shelf Underwritten Offering, topic to Section 3.3.

(5)Either Shareholder shall have the fitting to withdraw such Shareholder’s respective Registrable Securities from the Shelf Underwritten Offering at any time previous to the execution of an underwriting settlement with respect thereto by giving written discover to the Company of its request to withdraw; offered, nonetheless, that (i) such request shall be made in writing previous to the sooner of the execution of the underwriting settlement or the execution of the custody settlement with respect to such registration, (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Shareholder shall now not have any proper to incorporate Registrable Securities within the registration as to which such withdrawal was made and (iii) however something herein on the contrary, such Shareholder shall reimburse the Company for all exterior authorized and accounting charges and bills incurred by the Company and fairly allocable to such Shareholder in reference to such Shelf Underwritten Offering.

Section iii. Delay and Suspension Rights.

Notwithstanding something on the contrary contained on this Agreement, the Company shall be entitled, infrequently, by offering discover to the Shareholders who elected to take part within the Shelf Registration Statement, to require such Shareholders to droop the usage of the prospectus for gross sales of Registrable Securities underneath the Shelf Registration Statement for an affordable time frame to not exceed 60 days in succession or 90 days within the mixture in any 12 month interval (a “Suspension Period”) if the Board determines in good religion and in its affordable judgment that it’s required to reveal within the Shelf Registration Statement a financing, acquisition, company reorganization or different related transaction or different materials occasion or circumstance affecting the Company or its securities, and that the disclosure of such


info at such time can be detrimental to the Company or the holders of its fairness pursuits. Immediately upon receipt of such discover, the Shareholders coated by the Shelf Registration Statement shall droop the usage of the prospectus till the requisite modifications to the prospectus have been made as required beneath. Any Suspension Period shall terminate at such time as the general public disclosure of such info is made. After the expiration of any Suspension Period and with none additional request from a Shareholder, the Company shall as promptly as practicable put together a post-effective modification or complement to the Shelf Registration Statement or the prospectus, or any doc included therein by reference, or file every other required doc in order that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus is not going to embrace an unfaithful assertion of a fabric truth or omit to state any materials truth essential to make the statements therein, within the mild of the circumstances underneath which they have been made, not deceptive. For the avoidance of doubt, any required registration pursuant to Section 2.2 and any Block Trade pursuant to Section 3.7 shall be topic to the restrictions on this Section 3.3.

Section iv. Participation in Underwritten Offerings.

(1)In reference to any Underwritten Offering contemplated by Section 3.2, the underwriting settlement into which such Shareholder and the Company shall enter into shall comprise such representations, covenants, indemnities and different rights and obligations as are customary in Underwritten Offerings of securities by the Company, and the Company shall be entitled to designate counsel for the Underwriters. Such Shareholder shall not be required to make any representations or warranties to or agreements with the Company or the Underwriters apart from representations, warranties or agreements concerning such Shareholder’s authority to enter into such underwriting settlement and to promote, and its possession of, the securities being registered on its behalf, its meant technique of distribution, and every other illustration required by legislation.

(2)If requested by any Underwriter, and as long as a Shareholder beneficially owns at the least 5% of the Common Stock, such Shareholder agrees, and shall trigger any administrators, officers and Affiliates of such Shareholder to conform to be certain by affordable and customary “lock-up” agreements with such Underwriters limiting the power to get rid of the Common Stock for the time frame requested by the Underwriter; offered that such interval shall in no occasion exceed any such interval that applies to a director or “government officer” (as outlined underneath Section 16 of the Exchange Act) or every other shareholder of the Company with respect to such Underwritten Offering and shall in no occasion exceed 60 days.

Section v. Registration Procedures.

(1)In reference to its obligations underneath this Article III, the Company will take all moderately obligatory motion to facilitate and impact the transactions contemplated thereby, together with, however not restricted to, the next:

(a)promptly put together and file with the Commission such amendments and dietary supplements to such Registration Statement and the prospectus utilized in connection therewith as could also be essential to maintain such Registration Statement efficient and to


adjust to the provisions of the Securities Act with respect to the disposition of all securities coated by such Registration Statement till such time as all of such securities have been disposed of in accordance with the meant strategies of disposition by such Shareholder thereof set forth in such Registration Statement;

(b)furnish to such Shareholder, with out cost, such variety of conformed copies of such Registration Statement and of every such modification and complement thereto (in every case together with, with out limitation, all reveals), such variety of copies of the prospectus contained in such Registration Statement (together with with out limitation every preliminary prospectus and any abstract prospectus) and every other prospectus filed underneath Rule 424 underneath the Securities Act, in conformity with the necessities of the Securities Act, and such different paperwork, as such Shareholder could moderately request;

(c)if relevant, use its commercially affordable efforts to register or qualify all Registrable Securities and different securities coated by such Registration Statement underneath such different securities or blue sky legal guidelines of such jurisdictions as such Shareholder thereof shall moderately request, to maintain such registration or qualification in impact for as long as such Registration Statement stays in impact, and to take every other motion which can be moderately obligatory or advisable to allow such Shareholder to consummate the disposition in such jurisdictions of the securities owned by such Shareholder, besides that the Company shall not for any such goal be required to qualify typically to do enterprise as a overseas company in any jurisdiction whereby it could not however for the necessities of this clause (iii) be obligated to be so certified or to consent to basic service of course of in any such jurisdiction;

(d)use its commercially affordable efforts to offer to such Shareholder and any Underwriters any customary auditor “consolation” letters, authorized opinions or reviews of the Company regarding Company’s enterprise;

(e)promptly notify such Shareholder, at any time when a prospectus relating thereto is required to be delivered underneath the Securities Act, upon discovery that, or upon the taking place of any occasion because of which, the prospectus included in such Registration Statement, as then in impact, contains an unfaithful assertion of a fabric truth or omits to state any materials truth required to be said therein or essential to make the statements therein not deceptive within the mild of the circumstances underneath which they have been made, and promptly put together and file or furnish to such Shareholder an affordable variety of copies of a complement or post-effective modification to the Registration Statement or a complement to the associated prospectus or any doc included or deemed to be included therein by reference, or file every other required doc as could also be obligatory in order that, as thereafter delivered to the purchasers of such securities, such prospectus shall not embrace an unfaithful assertion of a fabric truth or omit to state a fabric truth required to be said therein or essential to make the statements therein not deceptive within the mild of the circumstances underneath which they have been made;

(f)in any other case adjust to all relevant guidelines and laws of the Commission, and make obtainable to its safety holders, as quickly as moderately


practicable, an earnings assertion, which earnings assertion shall fulfill the provisions of Section 11(a) of the Securities Act, and shall furnish to such Shareholder at the least the Business Day previous to the submitting thereof a duplicate of any modification or complement to such Registration Statement or prospectus;

(g)present and trigger to be maintained a switch agent and registrar for all Registrable Securities coated by such Registration Statement from and after a date not later than the efficient date of such Registration Statement;

(h)in reference to the preparation and submitting of any Registration Statement or any sale of Registrable Securities in connection therewith, the Company will give such Shareholder, any Underwriters, and their respective counsel an affordable alternative to assessment and supply feedback on such Registration Statement, every prospectus included therein or filed with the Commission, and every modification thereof or complement thereto (apart from amendments or dietary supplements that don’t make any materials change within the info associated to the Company) (offered that the Company shall not file any such Registration Statement together with Registrable Securities or an modification thereto or any associated prospectus or any complement thereto to which such Shareholder or any Underwriter shall moderately object in writing), and provides every of them, along with any Underwriter, dealer, supplier or gross sales agent concerned therewith, such entry to its books and data and such alternatives to debate the enterprise of the Company and its subsidiaries with its officers, its counsel, the unbiased public accountants who’ve licensed its monetary statements, within the opinion of such Shareholder’s and such Underwriters’ (or dealer’s, supplier’s or gross sales agent’s, because the case could also be) respective counsel, to conduct an affordable due diligence investigation inside the which means of the Securities Act;

(i)use its commercially affordable efforts to forestall the issuance of any order suspending the effectiveness of the Registration Statement, and, if any such order suspending the effectiveness of such Registration Statement is issued, shall promptly use its commercially affordable efforts to acquire the withdrawal of such order on the earliest potential second;

(j)promptly notify such Shareholder (i) of the issuance by the Commission of any cease order suspending the effectiveness of the Registration Statement or the initiation or risk of any proceedings for that goal, (ii) of any delisting or pending delisting of the Common Stock by any nationwide securities change or market on which the Common Stock are then listed or quoted, and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities on the market underneath the securities or “blue sky” legal guidelines of any jurisdiction or the initiation of any continuing for such goal;

(ok)trigger all Registrable Securities coated by such Registration Statement to be listed on any securities change on which the Common Stock is then listed;


(l)use its commercially affordable efforts to keep up the itemizing of the Common Stock on Nasdaq or different securities change, and following the itemizing of all Registrable Securities on Nasdaq or different securities change, use its commercially affordable efforts to keep up the itemizing of such Registrable Securities on Nasdaq or different securities change till every Shareholder has bought all of its Registrable Securities; offered that nothing herein shall stop the Company from consummating a transaction by which the Common Stock ceases to be listed on a securities change;

(m)cooperate with every Shareholder and every underwriter or agent collaborating within the disposition of the Registrable Securities and their respective counsel in reference to any filings required to be made with FINRA and in efficiency of any FINRA-related due diligence investigations by any Underwriter;

(n)enter into such customary agreements, together with however not restricted to lock-up agreements by the Company (and, if moderately requested by the Managing Underwriter(s), the Company’s administrators and “government officers” (as outlined underneath Section 16 of the Exchange Act)) that stretch via 60 days following the doorway into the corresponding underwriting settlement or such shorter interval pursuant to Section 3.4(b), and to take such different actions as such Shareholder shall moderately request with a purpose to expedite or facilitate the disposition of such Registrable Securities; and

(o)trigger its officers to make use of their commercially affordable efforts to assist the advertising and marketing of the Registrable Securities coated by the Registration Statement (together with, with out limitation, participation in digital or telephonic “highway reveals”); offered that however something herein on the contrary, in no occasion shall the officers of the Company be required to take part in additional than two “highway reveals” within the mixture underneath this Agreement.

(2)The Shareholders agree by acquisition of such Registrable Securities that upon receipt of any discover from the Company of the taking place of any occasion of the type described in Section 3.5(a)(v), the Shareholders will forthwith discontinue such Shareholder’s disposition of Registrable Securities pursuant to the Registration Statement till the Shareholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.5(a)(v) as filed with the Commission or till it’s suggested in writing by the Company that the usage of such Registration Statement could also be resumed, and, if that’s the case directed by the Company, will ship to the Company (on the Company’s expense) all copies, apart from everlasting file copies, then in such Shareholder’s possession of the prospectus regarding such Registrable Securities present on the time of receipt of such discover. The Company could present acceptable cease orders to implement the provisions of this Section 3.5(b).

Section vi. Cooperation by the Shareholders.

The Company shall don’t have any obligation to incorporate Registrable Securities of every Shareholder in any Registration Statement or Underwritten Offering if such Shareholder has did not well timed furnish such info because the Company could, infrequently, moderately request in writing concerning the Shareholders and the distribution of such Registrable Securities that the Company


determines, after session with its counsel, in all fairness required to ensure that any Registration Statement or prospectus complement, as relevant, to adjust to the Securities Act.

Section vii. Block Trades.

(1)Notwithstanding every other provision of this Article III, and solely after the Lock-Up Period, at any time and infrequently when an efficient Shelf Registration Statement is on file with the SEC, if a Shareholder needs to have interaction in a Block Trade, then such Shareholder solely wants to offer written discover to the Company of the Block Trade at the least 5 (5) enterprise days previous to the day such providing is to begin and the Company shall as expeditiously as potential use its commercially affordable efforts to facilitate such Block Trade; offered that such Shareholder shall use commercially affordable efforts to work with the Company and any Underwriters prior to creating such request with a purpose to facilitate preparation of the registration assertion, prospectus and different providing documentation associated to the Block Trade.

(2)Prior to the submitting of the relevant “crimson herring” prospectus or prospectus complement utilized in reference to a Block Trade, such Shareholder shall have the fitting to submit a written discover to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Block Trade. Notwithstanding something on the contrary on this Agreement, such Shareholder shall reimburse the Company for any exterior authorized and accounting bills incurred by the Company and fairly allocable to such Shareholder in reference to such Block Trade and previous to its withdrawal underneath this Section 3.7(b).

(3)The holders of a majority of the shares of Common Stock to be included in such Block Trade shall have the fitting to pick out the Underwriters; offered that such Underwriters shall be moderately acceptable to the Company. The Company shall have the fitting to designate counsel for the Underwriters for such Block Trade.

(4)For the avoidance of doubt, Block Trades shall be topic to the restrictions and necessities set forth within the different provisions of this Article III which can be relevant to Underwritten Shelf Offerings.

Section viii. Expenses.

Except as in any other case offered herein, the Company shall be liable for all Registration Expenses incident to its efficiency of or compliance with its obligations underneath this Article III. Each Shareholder shall pay its professional rata share of the Selling Expenses in reference to any sale of its Registrable Securities hereunder.


Section i. Rule 144.

(1)With a view to creating obtainable the advantages of sure guidelines and laws of the Commission which will allow the resale of the Registrable Securities with out registration, for as long as every Shareholder holds Registrable Securities, the Company agrees to make use of its commercially affordable efforts to:

(a)make and maintain public info concerning the Company obtainable, as these phrases are understood and outlined in Rule 144 underneath the Securities Act, always from and after the date hereof;

(b)file with the Commission in a well timed method all reviews and different paperwork required of the Company underneath the Securities Act and the Exchange Act always from and after the date hereof; and

(c)furnish (i) to the extent correct, forthwith upon request, a written assertion of the Company that it has complied with the reporting necessities of Rule 144 underneath the Securities Act and (ii) until in any other case obtainable by way of the Commission’s EDGAR submitting system, to a Shareholder forthwith upon request a duplicate of the latest annual or quarterly report of the Company, and such different reviews and paperwork so filed as such Shareholder could moderately request in availing itself of any rule or regulation of the Commission permitting such Shareholder to promote any such securities with out registration.

Article V.

Indemnification

Section i. Indemnification by the Company.

The Company will indemnify and maintain innocent every Shareholder, its officers, administrators and brokers and every Person (if any) that controls such Shareholder inside the which means of both Section 15 of the Securities Act or Section 20 of the Exchange Act from and towards any and all losses, claims, damages, liabilities, prices (together with prices of preparation and attorneys’ charges and any authorized or different charges or bills incurred by such Person in reference to any investigation or Proceeding), bills, judgments, fines, penalties, fees and quantities paid in settlement (“

Losses”) as incurred, attributable to, arising out of or primarily based upon, ensuing from or associated to any unfaithful assertion or alleged unfaithful assertion of a fabric truth contained in any Registration Statement or prospectus regarding the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or dietary supplements thereto) or any preliminary prospectus, any submitting made in reference to the {qualifications} of the providing underneath the securities or different blue sky legal guidelines of any jurisdiction by which Registrable Securities are supplied,


or every other providing doc (together with any associated notification, or the like) incident to any such registration, qualification, or compliance, or primarily based on any omission or alleged omission to state therein a fabric truth required to be said therein or essential to make the statements therein not deceptive (within the case of any prospectus, within the mild of the circumstances underneath which such assertion is made), or any violation by the Company of this Agreement, the Securities Act or the Exchange Act, or any rule or regulation thereunder relevant to the Company and regarding motion or inaction required of the Company in reference to any such registration, qualification, or compliance; offered, nonetheless, that such indemnity shall not apply to that portion of such Losses attributable to, or arising out of, any unfaithful assertion, or alleged unfaithful assertion or any such omission or alleged omission, to the extent such assertion or omission was made in reliance upon and in conformity with info furnished in writing to the Company by or on behalf of such Shareholder expressly to be used therein.

Section ii. Indemnification by the Shareholders.

Each Shareholder agrees to, severally and never collectively, indemnify and maintain innocent the Company, its officers, administrators and brokers and every Person (if any) that controls the Company inside the which means of both Section 15 of the Securities Act or Section 20 of the Exchange Act from and towards any and all Losses attributable to, arising out of, ensuing from or associated to any unfaithful assertion or alleged unfaithful assertion of a fabric truth contained in any Registration Statement or prospectus regarding Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or dietary supplements thereto) or any preliminary prospectus, or any omission or alleged omission to state therein a fabric truth required to be said therein or essential to make the statements therein not deceptive (within the case of any prospectus, within the mild of the circumstances underneath which such assertion is made), solely to the extent such assertion or omission was contained in any info furnished in writing by or on behalf of such Shareholder to the Company expressly to be used therein.

Section iii. Indemnification Procedures.

In case any Proceeding (together with any governmental investigation) shall be instituted involving any Person in respect of which indemnity could also be sought pursuant to Section 5.1 or Section 5.2, such Person (the “Indemnified Party”) shall promptly notify the Person towards whom such indemnity could also be sought (the “Indemnifying Party”) in writing (offered that the failure of the Indemnified Party to provide discover as offered herein shall not relieve the Indemnifying Party of its obligations underneath this Article V, besides to the extent the Indemnifying Party is definitely and materially prejudiced by such failure to provide discover), and the Indemnifying Party shall be entitled to take part in such Proceeding and, until within the affordable opinion of outdoor counsel to the Indemnified Party a battle of curiosity between the Indemnified Party and Indemnifying Party could exist in respect of such declare, to imagine the protection thereof collectively with every other Indemnifying Party equally notified, to the extent that it chooses, with counsel moderately passable to such Indemnified Party, and after discover from the Indemnifying Party to such Indemnified Party that it so chooses, the Indemnifying Party shall not be liable to such Indemnified Party for any authorized or different bills subsequently incurred by such Indemnified Party in reference to the protection thereof apart from affordable and documented prices of


investigation; offered, nonetheless, that (i) if the Indemnifying Party fails to imagine the protection or make use of counsel moderately passable to the Indemnified Party, (ii) if such Indemnified Party who’s a defendant in any motion or Proceeding that can be introduced towards the Indemnifying Party moderately shall have concluded that there could also be a number of authorized defenses obtainable to such Indemnified Party that aren’t obtainable to the Indemnifying Party or (iii) if illustration of each events by the identical counsel is in any other case inappropriate underneath relevant requirements {of professional} conduct then, in any such case, the Indemnified Party shall have the fitting to imagine or proceed its personal protection as set forth above (however with no multiple agency of counsel for all Indemnified Parties in every jurisdiction, besides to the extent any Indemnified Party or Parties moderately shall have concluded that there could also be authorized defenses obtainable to such occasion or events that aren’t obtainable to the opposite Indemnified Parties or to the extent illustration of all Indemnified Parties by the identical counsel is in any other case inappropriate underneath relevant requirements {of professional} conduct) and the Indemnifying Party shall be accountable for any bills therefor. No Indemnifying Party shall, with out the written consent of the Indemnified Party, impact the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened motion or declare in respect of which indemnification or contribution could also be sought hereunder (whether or not or not the Indemnified Party is an precise or potential occasion to such motion or declare) until such settlement, compromise or judgment (A) contains an unconditional launch of the Indemnified Party from all legal responsibility arising out of such motion or declare and (B) doesn’t embrace an announcement as to, or an admission of, fault, culpability or a failure to behave, by or on behalf of any Indemnified Party.

Section iv. Contribution.

(1)If the indemnification offered for on this Article V is unavailable to an Indemnified Party in respect of any Losses in respect of which indemnity is to be offered hereunder, then every Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall to the fullest extent permitted by legislation contribute to the quantity paid or payable by such Indemnified Party because of such Losses in such proportion as is acceptable to replicate the relative fault of such occasion in reference to the statements or omissions that resulted in such Losses, in addition to every other related equitable issues. The relative fault of the Company (on the one hand) and a Shareholder (however) shall be decided by reference to, amongst different issues, whether or not the unfaithful or alleged unfaithful assertion of a fabric truth or the omission or alleged omission to state a fabric truth pertains to info provided by such occasion and the events’ relative intent, data, entry to info and alternative to appropriate or stop such assertion or omission.

(2)The Company and every Shareholder agree that it could not be simply and equitable if contribution pursuant to this Article V have been decided by professional rata allocation or by every other technique of allocation that doesn’t take account of the equitable issues referred to in Section 5.4(a). The quantity paid or payable by an Indemnified Party because of the losses, claims, damages or liabilities referred to in Section 5.4(a) shall be deemed to incorporate, topic to the restrictions set forth above, any authorized or different bills moderately incurred by such


Indemnified Party in reference to investigating or defending any such motion or declare. Notwithstanding the provisions of this Article V, neither Shareholder shall be accountable for indemnification or contribution pursuant to this Article V for any quantity in extra of the online proceeds of the providing acquired by such Shareholder, much less the quantity of any damages that such Shareholder has in any other case been required to pay by cause of such unfaithful or alleged unfaithful assertion or omission or alleged omission. No individual responsible of fraudulent misrepresentation (inside the which means of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not responsible of such fraudulent misrepresentation.

Article VI.

Transfer or Assignment of Rights

The rights to trigger the Company to register Registrable Securities underneath Article III of this Agreement could also be transferred or assigned by every Shareholder to no multiple Transferee of Registrable Securities and provided that such Transferee is a Permitted Transferee; offered that (i) such Transferee shall be required to coordinate with and train any rights hereunder via such Shareholder who transferred such rights and (ii) any notices to or from the Company underneath this Agreement shall be offered by or to the Shareholder who transferred such rights (and never the Transferee).

Section i. Termination.

This Agreement (besides with respect to the rights and obligations underneath Section 2.1 hereof, which shall not be terminable) shall terminate as to a Shareholder upon the earliest to happen of (a) such Shareholder ceasing to personal any Registrable Securities or (b) the mutual written consent of the events; offered that the provisions of Article V and Article VIII shall survive any termination of this Agreement.

Article VIII.

MISCELLANEOUS

Section i. Adjustments Affecting Registrable Securities.

The provisions of this Agreement shall apply to any and all shares of capital inventory of the Company or any successor or assignee of the Company (whether or not by merger, consolidation, sale of property or in any other case) which may be issued in respect of, in change for or in substitution for the Registrable Securities, by cause of any inventory dividend, cut up, reverse cut up, mixture, recapitalization, reclassification, merger, consolidation or in any other case in such a way and with such acceptable changes as to replicate the intent and which means of the provisions hereof and so


that the rights, privileges, duties and obligations hereunder shall proceed with respect to the capital inventory of the Company as so modified.

Section ii. Notices.

All notices, requests, calls for and different communications underneath this Agreement shall be in writing and shall be personally delivered, despatched by nationally acknowledged in a single day courier, mailed by registered or licensed mail or be despatched by facsimile or email correspondence to such occasion on the deal with set forth beneath (or such different deal with as shall be specified by like discover). Notices will probably be deemed to have been duly given hereunder if (a) personally delivered, when acquired, (b) despatched by nationally acknowledged in a single day courier, one enterprise day after deposit with the nationally acknowledged in a single day courier, (c) mailed by registered or licensed mail, 5 enterprise days after the date on which it’s so mailed, and (d) despatched by facsimile or email correspondence, on the date despatched as long as such communication is transmitted earlier than 5:00 p.m. within the time zone of the receiving occasion on a enterprise day and the receiving occasion affirmatively acknowledges receipt, in any other case, on the subsequent enterprise day.

(1)If to the Company, to:

New Fortress Energy Inc.

111 W. nineteenth Street, eighth Floor

New York, New York 10011

Attn:     Cameron D. MacDougall

Email:     [email protected]

(2)If to the Shareholder A, to:

Golar LNG Limited

2nd Floor S.E. Pearman Building

9 Par-la-Ville Road

Hamilton HM 11 Bermuda

Attention:     Karl Staubo
Email:    [email protected]

    [email protected]

With copies (which shall not represent discover) to:

Vinson & Elkins L.L.P.

1001 Fannin Street, Suite 2500

Houston, Texas 77002

Attention:    David P. Oelman

    Lande A. Spottswood

Email:    [email protected]

    [email protected]


(3)If to the Shareholder B, to:

Stonepeak Infrastructure Fund II Cayman (G) Ltd.

55 Hudson yards

550 W 34th Street, 48th Floor

New York, NY 10001

Attention:     Adrienne Saunders

    James Wyper
Email:    [email protected]

    [email protected]

With copies (which shall not represent discover) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10019

Attention:    David Lieberman

    Kenneth B. Wallach

Email:    [email protected]

    [email protected]

Section iii. Severability.

The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not have an effect on the validity or enforceability of the opposite provisions hereof. If any provision of this Agreement, or the appliance thereof to any Person or any circumstance, is discovered to be invalid or unenforceable in any jurisdiction, (a) an acceptable and equitable provision shall be substituted therefor with a purpose to perform, as far as could also be legitimate and enforceable, the intent and goal of such invalid or unenforceable provision and (b) the rest of this Agreement and the appliance of such provision to different Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability have an effect on the validity or enforceability of such provision, or the appliance thereof, in every other jurisdiction.

Section iv. Counterparts.

This Agreement could also be executed in a number of counterparts, every of which shall be deemed an unique and all of which, taken collectively, shall be thought-about one and the identical settlement.

Section v. Entire Agreement; No Third-Party Beneficiaries.

.This Agreement (a) constitutes your complete settlement and supersedes all different prior agreements, each written and oral, among the many events hereto with respect to the subject material hereof and (b) shouldn’t be meant to confer upon any Person, apart from the events hereto, any rights or cures hereunder.


Section vi. Further Assurances.

(1)Each occasion hereto shall execute, ship, acknowledge and file such different paperwork and take such additional actions as could also be moderately requested infrequently by the opposite events hereto to provide impact to and perform the transactions contemplated herein.

(2)In the occasion that the Company or any of its successors or permitted assigns have interaction in a merger, consolidation, fairness safety change or related transaction by which the Common Stock is transformed into or exchanged for fairness securities in one other entity, the Company (or such successor or permitted assign) shall trigger such different entity to enter into an settlement with every Shareholder that gives such Shareholder with rights considerably just like these offered hereunder.

(3)Each Shareholder agrees, if requested in writing, to characterize to the Company the entire variety of Registrable Securities held by such Shareholder to ensure that the Company to make determinations hereunder.

Section vii. Governing Law; Equitable Remedies; Waiver of Jury Trial.

(1)THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF). The events hereto agree that irreparable injury would happen within the occasion that any of the provisions of this Agreement weren’t carried out in accordance with its particular phrases or was in any other case breached. It is accordingly agreed that the events hereto shall be entitled to an injunction or injunctions and different equitable cures to forestall breaches of this Agreement and to implement particularly the phrases and provisions hereof in any of the Selected Courts (as outlined beneath), this being along with every other treatment to which they’re entitled at Law or in fairness. Any necessities for the securing or posting of any bond with respect to such treatment are hereby waived by every of the events hereto. Each occasion hereto additional agrees that, within the occasion of any motion for an injunction or different equitable treatment in respect of such breach or enforcement of particular efficiency, it is not going to assert the protection {that a} treatment at Law can be enough. Any swimsuit, motion or continuing searching for to implement any provision of, or primarily based on any matter arising out of or in relation to or in reference to, this Agreement could solely be introduced within the Court of Chancery of the State of Delaware (or, provided that such courtroom declines to simply accept jurisdiction over a specific matter, then within the United States District Court for the District of Delaware or, if jurisdiction shouldn’t be then obtainable within the United States District Court for the District of Delaware (however solely in such occasion), then in any courtroom sitting of the State of Delaware in New Castle County) and any appellate courtroom from any of such courts (in any case, the “Selected Court”), and every of the events hereby irrevocably consents to the unique jurisdiction of the Selected Courts in any such swimsuit, motion or continuing and irrevocably waives, to the fullest extent permitted by legislation, any objection which it could now or hereafter must the laying of the venue of any such swimsuit, motion or continuing in any such courtroom or that any such swimsuit, motion or continuing which is introduced in any such courtroom has been introduced in an inconvenient discussion board. Process in any such swimsuit, motion or continuing could also be served on any occasion wherever on this planet, whether or not inside or with out the jurisdiction of any of the Selected Courts.


(2)THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANOTHER IN ANY MATTER WHATSOEVER ARISING OUT OF OR IN RELATION TO OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, NOTHING HEREIN SHALL DIVEST A COURT OF COMPETENT JURISDICTION OF THE RIGHT AND POWER TO GRANT A TEMPORARY RESTRAINING ORDER, TO GRANT TEMPORARY INJUNCTIVE RELIEF, OR TO COMPEL SPECIFIC PERFORMANCE OF ANY DECISION OF AN ARBITRAL TRIBUNAL MADE PURSUANT TO THIS PROVISION.

Section viii. Amendments; Waivers.

(1)No provision of this Agreement could also be amended or waived until such modification or waiver is in writing and signed (i) within the case of an modification, by every of the events hereto, and (ii) within the case of a waiver, by every of the events towards whom the waiver is to be efficient.

(2)No failure or delay by any occasion in exercising any proper, energy or privilege hereunder shall function as waiver thereof nor shall any single or partial train thereof preclude every other or additional train thereof or the train of every other proper, energy or privilege. The rights and cures herein offered shall be cumulative and never unique of any rights or cures offered by Law.

Section ix. Assignment.

Except as expressly permitted underneath and in accordance with Article VI, neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the events hereto with out the prior written consent of the opposite events. This Agreement will probably be binding upon, inure to the good thing about, and be enforceable by the events and their respective successors and permitted assigns. For the avoidance of doubt, any MIS Participant that receives any Issued Shares from Shareholder B shall not be deemed as Shareholder B’s successor or assign underneath this Agreement and shall not be certain by or entitled to the advantages of any provision hereof, and any such Issued Shares transferred to any MIS Participant shall now not be thought-about Registrable Securities for functions of this Agreement.

Section x. Confidentiality.

Each Shareholder shall maintain, and trigger its Affiliates and its and their respective administrators, managers, officers, staff, brokers, consultants, auditors, attorneys, monetary advisors, financing sources and different consultants and advisors (“Representatives”) to carry, in strict confidence, until disclosure to a regulatory authority is important in reference to any obligatory regulatory approval, examination or inspection or until disclosure is required by judicial or administrative course of or by different requirement of legislation or the relevant necessities of any regulatory company or related inventory change (by which case, apart from in reference to a disclosure in reference to a routine audit or examination by, or doc request from, a regulatory or self-regulatory authority, financial institution examiner or auditor, the occasion disclosing such info shall present the opposite occasion with prior written discover of such permitted


disclosure), all nonpublic data, books, contracts, devices, laptop information and different information and knowledge (collectively, “Information”) regarding the Company or any its respective subsidiaries furnished to it by or on behalf of the Company or any of its respective subsidiaries (besides to the extent that such info might be proven by the occasion receiving such Information to have been (a) beforehand recognized by such occasion from different sources; offered that such supply was not recognized by such occasion to be certain by a contractual, authorized or fiduciary obligation of confidentiality to the opposite occasion, (b) within the public area via no violation of this Section 8.10 by such occasion or (c) later lawfully acquired from different sources by the occasion to which it was furnished), and no such occasion shall launch or disclose such Information to every other individual, besides its Representatives, or use such Information apart from in reference to evaluating and taking actions with respect to such Person’s possession curiosity within the Company.

Section xi. Tax Statement. Upon the affordable request of both Shareholder in reference to a proposed disposition of some or all of such Shareholder’s curiosity within the Company, the Company shall (i) present to such Shareholder an announcement described in U.S. Treasury Regulation Section 1.897-2(g)(1)(ii) certifying that the Shareholder’s curiosity within the Company was not a “United States actual property curiosity” as of the date specified by such Shareholder, (ii) present a discover to the U.S. Internal Revenue Service in accordance with U.S. Treasury Regulation Section 1.897-2(h)(2) and (iii) present such Shareholder with a duplicate of such discover, in every case solely to the extent such an announcement or discover, as relevant, might be offered underneath relevant Law making an allowance for all related details as moderately decided by the Company.

[Signature page follows.]


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

NEW FORTRESS ENERGY INC.

By:        /s/ Christopher Guinta    
    Name:    Christopher Guinta
    Title: Chief Financial Officer    

[Signature Page – Shareholders’ Agreement]


GOLAR LNG LIMITED

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

[Signature Page – Shareholders’ Agreement]


STONEPEAK INFRASTRUCTURE FUND II CAYMAN (G) LTD.

By:        /s/ Luke Taylor    
    Name:    Luke Taylor
    Title: Senior Managing Director    

[Signature Page – Shareholders’ Agreement]

Exhibit 8.1

The following desk lists the Company’s vital subsidiaries as at April 22, 2021. Unless in any other case indicated, the Company owns a 100% controlling curiosity in every of the next subsidiaries.

Name

Jurisdiction of Incorporation

Golar GP LLC – Limited Liability Company Marshall Islands
Gimi Holding Company Limited (a) Bermuda
Golar Shoreline LNG Limited Bermuda
Golar Hilli LLC (b) Marshall Islands
Golar LNG Energy Limited Bermuda
Golar Hull M2022 Corporation Marshall Islands
Golar LNG NB10 Corporation Marshall Islands
Golar Hull M2048 Corporation Marshall Islands
Golar LNG NB11 Corporation Marshall Islands
Golar Hull M2021 Corporation Marshall Islands
Golar Hull M2047 Corporation Marshall Islands
Golar LNG NB13 Corporation Marshall Islands
Golar LNG 2216 Corporation Marshall Islands
Golar Hull M2027 Corporation Marshall Islands
Golar LNG NB12 Corporation Marshall Islands
Golar Gandria N.V. Curaçao
Gimi MS Corporation (c) Marshall Islands
Golar Hilli Corp. (b) Marshall Islands
Golar Management (Bermuda) Limited Bermuda
Golar Management Limited United Kingdom
Golar Management Norway AS Norway
Golar Management Malaysia SDN. BHD. Malaysia
Golar Management D.O.O Croatia

(a) In July 2019, Gimi Holding Company Limited was included and is wholly owned by Golar LNG. In October 2019, Golar LNG transferred its possession in Gimi MS Corporation to Gimi Holding Company Limited.

(b) In February 2018, Golar Hilli LLC was included with Golar as sole member. In July 2018, shares in Golar Hilli Corp. (a 89% owned subsidiary of Golar Hilli LLC) have been exchanged for Hilli Common Units, Series A Special Units and Series B Special Units.

(c) In November 2018, Gimi MS Corporation (“Gimi MS Corp”) was included with Golar LNG as sole shareholder. In February 2019, the Gimi was transferred to Gimi MS Corp from Golar Gimi Corporation. In April 2019, First FLNG Holdings Pte. Ltd. (“First FLNG Holdings”), an oblique wholly-owned subsidiary of Keppel Capital, acquired a 30% share in Gimi MS Corp.

* The above desk excludes point out of the lessor variable curiosity entities (”lessor VIEs”) that we have now leased vessels from underneath finance leases. The lessor VIEs are wholly-owned, newly shaped particular goal autos (“SPVs”) of monetary establishments. While we don’t maintain any fairness investments in these SPVs, we have now concluded that we’re the first beneficiary of those lessor VIEs and accordingly have consolidated these entities into our monetary outcomes.

Exhibit 12.1

 

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

 

I, Iain Ross, certify that:

1. I’ve reviewed this annual report on Form 20-F of Golar LNG Limited;

2. Based on my data, this report doesn’t comprise any unfaithful assertion of a fabric truth or omit to state a fabric truth essential to make the statements made, in mild of the circumstances underneath which such statements have been made, not deceptive with respect to the interval coated by this report;

3. Based on my data, the monetary statements, and different monetary info included on this report, pretty current in all materials respects the monetary situation, outcomes of operations and money flows of the corporate as of, and for, the durations offered on this report;

4. The firm’s different certifying officer and I are liable for establishing and sustaining disclosure controls and procedures (as outlined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and inner management over monetary reporting (as outlined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the corporate and have:

(a) Designed such disclosure controls and procedures, or triggered such disclosure controls and procedures to be designed underneath our supervision, to make sure that materials info regarding the corporate, together with its consolidated subsidiaries, is made recognized to us by others inside these entities, significantly in the course of the interval by which this report is being ready;

(b) Designed such inner management over monetary reporting, or triggered such inner management over monetary reporting to be designed underneath our supervision, to offer affordable assurance concerning the reliability of monetary reporting and the preparation of monetary statements for exterior functions in accordance with typically accepted accounting ideas;

(c) Evaluated the effectiveness of the corporate’s disclosure controls and procedures and offered on this report our conclusions in regards to the effectiveness of the disclosure controls and procedures, as of the tip of the interval coated by this report primarily based on such analysis; and

(d) Disclosed on this report any change within the firm’s inner management over monetary reporting that occurred in the course of the interval coated by the annual report that has materially affected, or in all fairness more likely to materially have an effect on, the corporate’s inner management over monetary reporting;

5. The firm’s different certifying officer and I’ve disclosed, primarily based on our most up-to-date analysis of inner management over monetary reporting, to the corporate’s auditors and the audit committee of the corporate’s board of administrators (or individuals performing the equal capabilities):


(a) All vital deficiencies and materials weaknesses within the design or operation of inner management over monetary reporting that are moderately more likely to adversely have an effect on the corporate’s capacity to file, course of, summarize and report monetary info; and

(b) Any fraud, whether or not or not materials, that entails administration or different staff who’ve a major position within the firm’s inner management over monetary reporting.

 

Date:  April 22, 2021

 

(*31*)Principal Executive Officer

/s/ Iain Ross

Iain Ross

Exhibit 12.2

 

 

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

 

I, Karl Fredrik Staubo, certify that:

1. I’ve reviewed this annual report on Form 20-F of Golar LNG Limited;

2. Based on my data, this report doesn’t comprise any unfaithful assertion of a fabric truth or omit to state a fabric truth essential to make the statements made, in mild of the circumstances underneath which such statements have been made, not deceptive with respect to the interval coated by this report;

3. Based on my data, the monetary statements, and different monetary info included on this report, pretty current in all materials respects the monetary situation, outcomes of operations and money flows of the corporate as of, and for, the durations offered on this report;

4. The firm’s different certifying officer and I are liable for establishing and sustaining disclosure controls and procedures (as outlined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and inner management over monetary reporting (as outlined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the corporate and have:

(a) Designed such disclosure controls and procedures, or triggered such disclosure controls and procedures to be designed underneath our supervision, to make sure that materials info regarding the corporate, together with its consolidated subsidiaries, is made recognized to us by others inside these entities, significantly in the course of the interval by which this report is being ready;

(b) Designed such inner management over monetary reporting, or triggered such inner management over monetary reporting to be designed underneath our supervision, to offer affordable assurance concerning the reliability of monetary reporting and the preparation of monetary statements for exterior functions in accordance with typically accepted accounting ideas;

(c) Evaluated the effectiveness of the corporate’s disclosure controls and procedures and offered on this report our conclusions in regards to the effectiveness of the disclosure controls and procedures, as of the tip of the interval coated by this report primarily based on such analysis; and

(d) Disclosed on this report any change within the firm’s inner management over monetary reporting that occurred in the course of the interval coated by the annual report that has materially affected, or in all fairness more likely to materially have an effect on, the corporate’s inner management over monetary reporting;

5. The firm’s different certifying officer and I’ve disclosed, primarily based on our most up-to-date analysis of inner management over monetary reporting, to the corporate’s auditors and the audit committee of the corporate’s board of administrators (or individuals performing the equal capabilities):


(a) All vital deficiencies and materials weaknesses within the design or operation of inner management over monetary reporting that are moderately more likely to adversely have an effect on the corporate’s capacity to file, course of, summarize and report monetary info; and

(b) Any fraud, whether or not or not materials, that entails administration or different staff who’ve a major position within the firm’s inner management over monetary reporting.

Date:  April 22, 2021

(*31*)Chief Financial Officer

/s/ Karl Fredrik Staubo

Karl Fredrik Staubo

Exhibit 13.1

 

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

 

PURSUANT TO 18 U.S.C. SECTION 1350

 

 

 

In reference to this Annual Report of Golar LNG Limited (the “Company”) on Form 20-F for the 12 months ended December 31, 2020 as filed with the Securities and Exchange Commission (the “SEC”) on or in regards to the date hereof (the “Report”), I, Iain Ross, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

     (1)  The Report absolutely complies with the necessities of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

     (2)  The info contained within the Report pretty presents, in all materials respects, the monetary situation and outcomes of operations of the Company.

 

A signed unique of this written assertion has been offered to the Company and will probably be retained by the Company and furnished to the SEC or its employees upon request.

 

Date: April 22, 2021

  

 

/s/ Iain Ross

_____________________________________________

Iain Ross

Principal Executive Officer

Exhibit 13.2

 

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

 

PURSUANT TO 18 U.S.C. SECTION 1350

 

 

 

In reference to this Annual Report of Golar LNG Limited (the “Company”) on Form 20-F for the 12 months ended December 31, 2020 as filed with the Securities and Exchange Commission (the “SEC”) on or in regards to the date hereof (the “Report”), I, Karl Fredrik Staubo, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

     (1)  The Report absolutely complies with the necessities of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

     (2)  The info contained within the Report pretty presents, in all materials respects, the monetary situation and outcomes of operations of the Company.

 

A signed unique of this written assertion has been offered to the Company and will probably be retained by the Company and furnished to the SEC or its employees upon request.

 

Date: April 22, 2021

  

 

/s/ Karl Fredrik Staubo

_____________________________________________

Karl Fredrik Staubo

Chief Financial Officer

 

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

GOLAR HILLI LLC

A Marshall Islands Limited Liability Company

image_01.jpgDated as of April 15, 2021

TABLE OF CONTENTS


Exhibit 1:    Form of Common Unit LLC Certificate

Exhibit 2:    Form of Series A Special Unit LLC Certificate

Exhibit 3:    Form of Series B Special Unit LLC Certificate

Exhibit 4:    Computation of Incremental Perenco Revenues

Exhibit 5:    Computation of Revenues Less Expenses


AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF GOLAR HILLI LLC

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Golar Hilli LLC, a Marshall Islands restricted legal responsibility firm (the “Company”), is made and entered into efficient as of the fifteenth day of April 2021, by and amongst Golar LNG Limited, a Bermuda exempted firm (“Golar LNG”), Golar Partners Operating LLC, a Marshall Islands restricted legal responsibility firm “Golar Partners”), KS Investments Pte. Ltd., a Singapore personal restricted firm (“Keppel”), and Black & Veatch International Company, a Missouri company (“B&V”).

RECITALS

WHEREAS, the Company was shaped on February 16, 2018 pursuant to the Marshall Islands Limited Liability Company Act of 1996 (of the Republic of the Marshall Islands Associations Law), as the identical could also be amended infrequently (the “Act”), in accordance with a restricted legal responsibility firm settlement dated as of February 16, 2018 (the “Original Agreement”) entered into by Golar LNG as its sole member;

WHEREAS, Golar Partners, Keppel, B&V and Golar LNG agreed to amend and restate the Original Agreement on July 12, 2018 (the “Amended Agreement”) and Golar Partners, Keppel and B&V turned members of the Company along with Golar LNG on July 12, 2018;

WHEREAS, this Agreement amends and restates the Amended Agreement;

NOW, THEREFORE, the Amended Agreement is amended and restated in its entirety as follows:

1.DEFINITIONS

aDefined Terms.

When used on this Agreement, the next phrases shall have the meanings set forth beneath:

Acquisition Proposal” has the which means set forth in Section 2.11(b) of this Agreement.

Act” shall have the which means set forth within the Recitals to this Agreement.

Agreement” means this Amended and Restated Limited Liability Company Agreement, as amended, modified, supplemented or restated from to time in accordance with its phrases.

Affiliate” means, with respect to any Person, every other Person that immediately or not directly via a number of intermediaries controls, is managed by or is underneath widespread management with, the Person in query. As used within the foregoing definition, the time period “Control” means the possession, direct or oblique, of the ability to direct or trigger the course of the administration and insurance policies of a Person, whether or not via possession of voting securities, by contract or in any other case.


Amended Agreement” shall have the which means set forth within the Recitals to this Agreement.

Arrears” means, with respect to Series A Distributions or Series B Distributions, because the case could also be, for any Series A Distribution Period or Series B Distribution Period, respectively, that the complete cumulative Series A Distributions or Series B Distributions, because the case could also be, via the latest Series A Distribution Payment Date or Series B Distribution Payment Date, because the case could also be, haven’t been paid on all Series A Special Units or Series B Special Units.

B&V” has the which means set forth within the Preamble.

Brent Crude Price” has the which means set forth within the Perenco Contract.

Budget” means the price range for the Company authorised or amended infrequently by the Managing Member, being initially the doc within the agreed phrases marked “Budget” that has been offered to all of the Members on the date hereof.

Capital Contributions” means the entire amount of money and/or property which a Member contributes to the Company as capital pursuant to this Agreement.

Certificate of Formation” means the Certificate of Formation filed on February 16, 2018 pursuant to the Act with the Republic of the Marshall Islands Registrar of Corporations pursuant to which the Company was shaped as a Marshall Islands restricted legal responsibility firm.

Code” means the Internal Revenue Code of 1986, as amended, and in impact infrequently. Any reference herein to a particular part or sections of the Code shall be deemed to incorporate a reference to any corresponding provision of any successor legislation.

Common Unit Holder” means a holder of Common Units.

Common Units” means widespread items of the Company.

Company” means Golar Hilli LLC, a Marshall Islands restricted legal responsibility firm.

Conflicts Committee” means the conflicts committee of the board of administrators of Golar Partners LP.

Disposition Notice” has the which means set forth in Section 2.11(b) of this Agreement.

Golar LNG” has the which means set forth within the Preamble to this Agreement.

Golar Partners” has the which means set forth within the Preamble to this Agreement.

Hilli Corp” means Golar Hilli Corporation, a Marshall Islands company.

Hilli FLNG” means the FLNG vessel, Hilli Episeyo.


Incremental Perenco Revenues” for any Series A Distribution Period shall be calculated in accordance with the accounting protocol hooked up as Exhibit 4 to this Agreement.

Indemnitee” means (a) any Person who’s or was a Member, (b) any Person who’s or was an Affiliate of any Member, (c) any Person who’s or was an Officer, or a fiduciary or trustee, of the Company, (d) any Person who’s or was a member, shareholder, associate, director, officer, fiduciary or trustee of any Member or an Affiliate of any Member, (e) any Person who’s or was serving on the request of the Company, any Member or any Affiliate of any Member as an officer, director, member, associate, fiduciary or trustee of one other Person, offered, that such Person shall not be an Indemnitee by cause of offering, on a payment for companies foundation, trustee, fiduciary or custodial companies, and (f) any Person the Managing Member or the Company designates as an “Indemnitee” for functions of this Agreement.

Insurance Proceeds” has the which means set forth in Section 6.7 of this Agreement.

Insurance Proceeds Payment” has the which means set forth in Section 6.7 of this Agreement.

Junior Securities” has the which means set forth in Section 6.6(a) of this Agreement.

Keppel” has the which means set forth within the Preamble to this Agreement.

LLC Certificate” has the which means set forth in Section 2.8 of this Agreement.

Managing Member” means initially, Golar LNG, or such different Member as could turn out to be the Managing Member pursuant to the phrases of this Agreement.

Member” means Golar LNG, Golar Partners, B&V and Keppel and any Transferee, and shall have the identical which means because the time period “Member” underneath the Act.

Membership Interest” means any class or collection of restricted legal responsibility firm curiosity within the Company, together with the Common Units and the Special Units.

Offer Price” has the which means set forth in Section 2.11(b) of this Agreement.

Officers” has the which means set forth in Section 4.3 of this Agreement.

Parity Securities” has the which means set forth in Section 6.6(b) of this Agreement.

Perenco Contract” means the Liquefaction Tolling Agreement, dated November 29, 2017, amongst Perenco Cameroon SA, Societe Nationale Des Hydrocarbures, Hilli Corp and Golar Cameroon SASU.

Person” means a pure individual, company, partnership, three way partnership, belief, property, unincorporated affiliation, restricted legal responsibility firm, or every other juridical entity.

Proposed Transferee” has the which means set forth in Section 2.11(b) of this Agreement.


Purchase Agreement” means the Purchase and Sale Agreement, dated as of August 15, 2017, as amended by Amendment No. 1 thereto, dated as of March 23, 2018, amongst Golar Partners, Golar LNG, B&V and Keppel, offering for the sale of 1,230 Common Units to Golar Partners.

Revenues Less Expenses for any Series B Distribution Period shall be calculated in accordance with the accounting protocol hooked up as Exhibit 5 to this Agreement.

ROFR Acceptance Deadline” has the which means set forth in Section 2.11(b) of this Agreement.

Sale Units has the which means set forth in Section 2.11(b) of this Agreement.

Selling Holder” has the which means set forth in Section 2.11(b) of this Agreement.

Senior Securities has the which means set forth in Section 6.6(c) of this Agreement.

Series A Distribution Payment Date” means every February 15, May 15, August 15 and November 15, commencing November 15, 2018; offered, nonetheless, that if any Series A Distribution Payment Date would in any other case happen on a day that isn’t a Business Day, such Series A Distribution Payment Date shall as a substitute be on the instantly succeeding Business Day.

Series A Distribution Period” means (i) the interval commencing on (and together with), the Series A Original Issue Date and ending on (and together with) September 30, 2018, and (ii) any subsequent three-month interval commencing on (and together with) any January 1, April 1, July 1 or October 1 and ending on (and together with) the final day in March, June, September and December, respectively.

Series A Distribution Record Date” has the which means set forth in Section 6.2 of this Agreement.

Series A Distributions” means, with respect to any Series A Distribution Period, 100% of any Incremental Perenco Revenues acquired by Hilli Corp throughout such Series A Distribution Period.

Series A Holder” means a holder of the Series A Special Units.

Series A Original Issue Date” means July 12, 2018.

Series A Redemption Date” has the which means set forth in Section 6.3.

Series A Redemption Price” has the which means set forth in Section 6.3.

Series A Redemption Payments” means funds to be made to the Series A Holders to redeem Series A Special Units in accordance with Section 6.3.


Series A Special Unit” means a Special Unit having the designations, preferences, rights, powers and duties set forth in Section 6.

Series B Distribution Payment Date” means every February 15, May 15, August 15 and November 15, commencing November 15, 2018; offered, nonetheless, that if any Series B Distribution Payment Date would in any other case happen on a day that isn’t a Business Day, such Series B Distribution Payment Date shall as a substitute be on the instantly succeeding Business Day.

Series B Distribution Period” means (i) the interval commencing on (and together with), the Series B Original Issue Date and ending on (and together with) September 30, 2018, and (ii) any subsequent three-month interval commencing on (and together with) any January 1, April 1, July 1 or October 1 and ending on (and together with) the final day in March, June, September and December, respectively.

Series B Distribution Record Date” has the which means set forth in Section 7.2 of this Agreement.

Series B Distributions” means, with respect to any Series B Distribution Period, an quantity equal to 95% of Revenues Less Expenses acquired by Hilli Corp throughout such Series B Distribution Period.

Series B Holder” means a holder of the Series B Special Units.

Series B Original Issue Date” means July 12, 2018.

Series B Special Unit” means a Special Unit having the designations, preferences, rights, powers and duties set forth in Section 7.

Special Units” means a Membership Interest, designated as a “Special Unit,” which entitles the holder thereof to a choice with respect to distributions over Common Units, together with the Series A Special Units and Series B Special Units.

Time of Closing” has the which means set forth within the Purchase Agreement.

Transferee” has the which means set forth in Section 2.10(a) of this Agreement.

Units” means the items representing Membership Interests within the Company and contains the Common Units and the Special Units.

US GAAP” means United States Generally Accepted Accounting Principles.

bNumber and Gender.

As the context requires, all phrases used herein within the singular quantity shall prolong to and embrace the plural, all phrases used within the plural quantity shall prolong to and embrace the singular, and all phrases utilized in any gender shall prolong to and embrace the opposite gender or be impartial.


2.ORGANIZATION

aFormation.

The Company was shaped on February 16, 2018 as a Marshall Islands restricted legal responsibility firm by the submitting of the Certificate of Formation.

bName.

The title of the Company is “Golar Hilli LLC” and all Company enterprise shall be carried out in that title or such different names that adjust to relevant legislation because the Managing Member could infrequently designate.

cPurposes.

The functions for which the Company is established is to have interaction in any lawful exercise permitted by the Act.

dRegistered Office; Registered Agent.

The registered workplace of the Company required by the Act to be maintained within the Republic of the Marshall Islands shall be the workplace of the preliminary registered agent named within the Certificate of Formation or such different workplace because the Managing Member could designate infrequently within the method offered by legislation. The registered agent of the Company required by the Act to be maintained within the Republic of the Marshall Islands shall be the preliminary registered agent named within the Certificate of Formation or such different individual or individuals because the Managing Member could designate infrequently within the method offered by legislation.

ePrincipal Office.

The principal workplace of the Company shall be 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton, HM11, Bermuda, besides as could in any other case be decided by the Managing Member.

fTerm.

The Company commenced on the date the Certificate of Formation was accepted for submitting by the Republic of the Marshall Islands Registrar of Corporations and shall have perpetual existence, until the Company is dissolved in accordance with the Act.

gLimited Liability of the Members.

In accordance with the Act, the money owed, obligations and liabilities of the Company, whether or not arising in contract, tort or in any other case, shall be solely the money owed, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or legal responsibility of the Company solely by cause of being a Member of the Company, however


the Managing Member’s exercising powers of the Company or managing the enterprise and affairs of the Company.

hLLC Certificate.

The restricted legal responsibility firm pursuits within the Company shall be represented solely by Units, which Units shall be evidenced by certificates (every, an “LLC Certificate”). Common Units, Series A Special Units and Series B Special Units shall be evidenced by LLC Certificates considerably within the type of Exhibit 1, Exhibit 2 and Exhibit 3, respectively.

iTax Status.

The Company has elected or will well timed elect to be disregarded as an entity separate from its proprietor for U.S. federal revenue tax functions as of the date of its formation. It is the intention of the Company and the Members that the Company be handled as a partnership for U.S. federal revenue tax functions as of the Time of Closing. The Company and the Managing Member shall take all motion essential to qualify for and obtain such tax remedy and neither of them shall take any motion inconsistent with this Section 2.9.

jTransfer of Membership Interest; Pledge of Membership Interest.

(i)Subject to Section 2.10(b) and Section 2.11, upon the endorsement by a Member on its LLC Certificate (or on a separate switch energy) in favor of a 3rd occasion (a “Transferee”) and the supply of such LLC Certificate (and such separate energy, if relevant) to the Company for registration and issuance of a brand new LLC Certificate to such Transferee, such Member shall be deemed to have assigned and transferred all its proper, title and curiosity within the Company and on this Agreement to such Transferee and all references on this Agreement to such Member shall be deemed to discuss with such Transferee, in every case efficient as of the date of such LLC Certificate supply. A Member’s proper, title and curiosity within the Company shall not be transferred apart from as offered on this Section 2.10(a).

(ii)The pledge of, or granting of a safety curiosity, lien or different encumbrance in or towards, any or all the Membership Interest of a Member within the Company shall not trigger the Member to stop to be a Member till the secured occasion shall have lawfully exercised its cures underneath the safety settlement and accomplished the endorsement in favor of a Transferee. Until the train of such cures, the secured occasion shall not have the ability to train any rights or powers of the Members.

okRight of First Refusal.

(i)Each Member hereby grants to the opposite Members a proper of first refusal on any proposed switch to a non-Member (apart from a switch to an Affiliate) of Common Units, Series A Special Units or Series B Special Units.

(ii)If a Common Unit Holder, Series A Holder or Series B Holder proposes to switch (apart from a switch to an Affiliate) any of its Units to any non-Member pursuant to a


bona fide third-party supply (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written discover (a “Disposition Notice”) thereof to the opposite Members. The Disposition Notice shall set forth the next info in respect of the proposed switch: the title and deal with of the possible acquiror (the “Proposed Transferee”), the Units topic to the Acquisition Proposal (the “Sale Units”), the acquisition value supplied by such Proposed Transferee (the “Offer Price”) and all different materials phrases and situations of the Acquisition Proposal which can be then recognized to the opposite Members. To the extent the Proposed Transferee’s supply consists of consideration apart from money (or along with money) the Offer Price shall be deemed equal to the quantity of any such money plus the truthful market worth of such non-cash consideration. Each Member will present written discover of its choice concerning the train of its proper of first refusal to buy its professional rata portion of the Sale Units inside 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to offer such discover inside such 30-day interval shall be deemed to represent a call to not buy the Sale Units. If any Member fails to train its proper of first refusal throughout any relevant interval set forth on this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, however not with respect to any future supply of Units.

(iii)If a Member chooses to train its proper of first refusal to buy the Sale Units underneath Section 2.11(b), such Member and the Selling Holder shall enter into a purchase order and sale settlement for the Sale Units which shall embrace the next phrases:

(1)the Member will conform to ship money for the Offer Price (until such Member and the Selling Holder agree that consideration will probably be paid via an interest-bearing promissory notice);

(2)the Selling Holder will characterize that it has good title to the Sale Units; and

(3)until in any other case agreed by the Selling Holder and such Member, the cut-off date for the acquisition of the Sale Units shall happen no later than 60 days following receipt by the Selling Holder of written discover by such Member of its intention to train its choice to buy the Sale Units pursuant to Section 2.11 (b).

(iv)The Selling Holder and the exercising Member shall cooperate in good religion in acquiring all obligatory governmental and different third occasion approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, till the third Business Day following the expiration of any required statutory ready durations; offered, nonetheless, that such delay shall not exceed 90 days and, if governmental approvals and ready durations shall not have been obtained or expired, because the case could also be, by such 90th day, then the Members shall be deemed to have waived their proper of first refusal with respect to the Sale Units described within the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any additional obligation underneath this Section 2.11 with respect to such Sale Units until such Sale Units once more turn out to be topic to this Section 2.11 pursuant to Section 2.11(e).

(v)If the switch to the Proposed Transferee shouldn’t be consummated in accordance with the phrases of the Acquisition Proposal inside the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or


submitting necessities, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder could not switch any of the Sale Units described within the Disposition Notice with out complying once more with the provisions of this Section 2.11 if and to the extent then relevant.

3.OWNERSHIP AND CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

aInitial Capital Contributions.

On or in regards to the date of the Company’s formation, Golar LNG made an preliminary capital contribution to the Company, and upon the Company’s receipt and in consideration thereof, a certificates evidencing 100% of the restricted legal responsibility firm pursuits of the Company (the “Initial Interests”) was issued to Golar LNG. Upon execution of the Amended Agreement, such certificates and the Initial Interests represented thereby have been cancelled, and the Common Units, Series A Special Units and Series B Special Units have been issued.

bUnit Issuances

The Membership Interests within the Company are represented by three lessons of Units: the Common Units, the Series A Special Units and the Series B Special Units, every of which shall have the rights and obligations set forth on this Agreement. As of the date of this Agreement:

(i)Golar LNG owns (A) 1,096 Common Units, (B) 2,192 Series A Special Units and (C) 2,192 Series B Special Units;

(ii)Golar Partners owns 1,230 Common Units;

(iii)Keppel owns (A) 123 Common Units, (B) 246 Series A Special Units and (C) 246 Series B Special Units; and

(iv)B&V owns (A) 11 Common Units, (B) 22 Series A Special Units and (C) 22 Series B Special Units.

cIssuances of Additional Membership Interests

(i)Subject to Section 4.8, the Company could subject further Units for any Company goal at any time and infrequently to such Persons for such consideration and on such phrases and situations because the Managing Member shall decide, with out the approval of any Members.

(ii)Each further Unit licensed to be issued by the Company pursuant to Section 3.3 could also be issued in a number of lessons, or a number of collection of any such lessons, with such designations, preferences, rights, powers and duties, as shall be mounted by the Managing Member, together with (i) the fitting to share in Company distributions; (ii) the rights upon dissolution and liquidation of the Company; (iii) whether or not, and the phrases and situations upon which, the Company could or shall be required to redeem the Units (together with sinking fund provisions); (iv) whether or not such Unit is issued with the privilege of conversion or change and, if that’s the case, the phrases and situations of such conversion or change; (v) the phrases and situations upon which every Unit


will probably be issued, evidenced by certificates and assigned or transferred; (vi) the tactic for figuring out the proportion curiosity within the Company represented by such Units; and (vii) the fitting, if any, of every such Unit to vote on Company issues, together with issues regarding the relative rights, preferences and privileges of such Membership Interests.

(iii)The Managing Member shall take all actions that it determines to be obligatory or acceptable in reference to every issuance of Units pursuant to this Section 3.3 and the admission of such further Members within the books and data of the Company. The Managing Member shall decide the relative rights, powers and duties of the holders of the Units or different Membership Interests being so issued. The Managing Member shall do all issues essential to adjust to the Act and is permitted and directed to do all issues that it determines to be obligatory or acceptable in reference to any future issuance of restricted legal responsibility firm pursuits, together with compliance with any statute, rule, regulation or guideline of any federal, state or different governmental company.

dAdditional Capital Contributions.

With the Managing Member’s consent, every Member could contribute such further sums and/or property, if any, because the Member and the Managing Member could decide.

eLiability Limited to Capital Contributions.

No Member shall have any obligation to contribute cash to the Company or any private legal responsibility with respect to any legal responsibility or obligation of the Company.

fNo Interest on Capital Contributions.

Except as in any other case expressly offered herein, no Member shall obtain any curiosity on its Capital Contributions to the Company.

gCapital Accounts.

From and after the time at which the Company is handled as a partnership for U.S. federal revenue tax functions, the Company shall preserve a capital account for every of the Members in accordance with the laws issued pursuant to Section 704 of the Code and as decided by the Managing Member as constant therewith.

hAllocations.

For U.S. federal revenue tax functions, from and after the time at which the Company is handled as a partnership for U.S. federal revenue tax functions, every merchandise of revenue, achieve, loss, deduction and credit score of the Company shall be allotted among the many lessons of Members making an allowance for any distributions paid pursuant to Section 5 and, inside a category of Members, on a professional rata foundation primarily based on the Members’ proportion curiosity of the entire Units in that class, besides that the Managing Member shall have the authority to make such different allocations as are obligatory and acceptable to adjust to Section 704 of the Code and the laws issued pursuant thereto.


4.MANAGEMENT

aManagement.

The administration of the Company shall be vested within the Managing Member, who shall have all authority, rights and powers within the administration of the Company to do any and all acts and issues obligatory, correct, acceptable, advisable, incidental or handy to effectuate or additional the needs of the Company as described on this Agreement, topic to Section 4.8. Any motion taken by the Managing Member on behalf of the Company in accordance with this Agreement shall represent the act of and shall serve to bind the Company. Persons coping with the Company are entitled to rely conclusively on the ability and authority of the Managing Member as set forth on this Agreement. The Managing Member shall have all rights and powers of a supervisor underneath the Act. Any matter requiring the consent or approval of the Managing Member pursuant to this Agreement could also be taken with no assembly, with out prior discover and with no vote, by written consent, setting forth such consent or approval and signed by the Managing Member. No different Member of the Company shall have any authority or proper to behave on behalf of or bind the Company, until in any other case offered herein or until particularly licensed by the Managing Member pursuant to a decision expressly authorizing such motion that’s duly adopted by the Managing Member.

bResignation of Managing Member.

The Managing Member could not voluntarily resign, until in any other case consented to by all the Members. Upon such resignation, the holders of at the least a majority of the Common Units and the Series B Special Units (in mixture, voting as one class of items) shall appoint one other Person (who could be a newly admitted Member) to handle the operations of the Company. The resignation of the Managing Member shall not have an effect on its rights as a Member and shall not represent a withdrawal of a Member.

cOfficers.

The Managing Member could, infrequently because it deems advisable, choose pure individuals and designate them as officers of the Company (the “Officers”) and assign titles (together with, with out limitation, President, Vice President, Secretary or Treasurer) to any such individual. Unless the Managing Member determines in any other case or as in any other case offered beneath, if the title is one that’s customary underneath the Marshall Islands Business Corporation Act, the project of such title shall represent the delegation to such individual of the ability, authority and duties as is customary for every such place if it have been in an organization. Any individual could maintain any variety of places of work. The Managing Member could delegate to any Officer any of the Managing Member’s powers underneath this Agreement, together with, with out limitation, the ability to bind the Company; offered that any delegation pursuant to this Section 4.3 could also be revoked by the Managing Member at any time. Officers shall be appointed pursuant to this Agreement or infrequently by the Managing Member, and every such Officer shall maintain workplace till a successor is appointed by the Managing Member or till such Officer’s earlier loss of life, resignation or elimination by the Managing Member. The Managing Member could take away an Officer, with or with out trigger, at any time.


(i)President. The President, if any, shall be the chief government officer of the Company, shall preside in any respect conferences of the Members, shall be liable for the final and lively administration of the enterprise of the Company, and shall see that each one orders and resolutions of the Managing Member and the Members are carried into impact. The President or every other Officer licensed by the President or the Managing Member shall execute all bonds, mortgages and different contracts, besides: (i) the place required or permitted by legislation or this Agreement to be in any other case signed and executed, and (ii) the place signing and execution thereof shall be expressly delegated by the Managing Member to another Officer or agent of the Company.

(ii)Vice President. In the absence of the President or within the occasion of the President’s incapacity to behave, the Vice President, if any (or within the occasion there be multiple Vice President, the Vice Presidents within the order designated by the Managing Member, or within the absence of any designation, then within the order of their election), shall carry out the duties of the President, and when so performing, shall have all of the powers of and be topic to all of the restrictions upon the President. The Vice Presidents, if any, shall carry out such different duties and have such different powers because the Managing Member could infrequently prescribe.

(iii)Secretary and Assistant Secretary. If the Managing Member selects and designates a Secretary, (i) the Secretary shall be liable for submitting authorized paperwork and sustaining data for the Company; (ii) the Secretary shall attend all conferences of the Members and file all of the proceedings of the conferences of the Company and of the Managing Member or the Members in a file to be stored for that goal and shall carry out like duties for the standing committees when required; (iii) the Secretary shall give, or shall trigger to be given, discover of all conferences of the Members, if any, and particular conferences of the Members, and shall carry out such different duties as could also be prescribed by the Member or the President, underneath whose supervision the Secretary shall serve. The Assistant Secretary (if any), or if there be multiple, the Assistant Secretaries within the order decided by the Managing Member (or if there be no such dedication, then so as of their election), shall, within the absence of the Secretary or within the occasion of the Secretary’s incapacity to behave, carry out the duties and train the powers of the Secretary and shall carry out such different duties and have such different powers because the Managing Member could infrequently prescribe.

(iv)Treasurer and Assistant Treasurer. If the Managing Member selects and designates a Treasurer, (i) the Treasurer shall have the custody of the Company funds and securities and shall maintain full and correct accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and different precious results within the title and to the credit score of the Company in such depositories as could also be designated by the Managing Member; (ii) the Treasurer shall disburse the funds of the Company as could also be ordered by the Managing Member, taking correct vouchers for such disbursements, and shall render to the President and to the Managing Member, at its common conferences or when the Managing Member so requires, an account of all the Treasurer’s transactions and of the monetary situation of the Company. The Assistant Treasurer (if any), or if there shall be multiple, the Assistant Treasurers within the order decided by the Managing Member (or if there be no such dedication, then within the order of their election), shall, within the absence of the Treasurer or within the occasion of the Treasurer’s incapacity to behave, carry out the duties and train the powers of the


Treasurer and shall carry out such different duties and have such different powers because the Managing Member could infrequently prescribe.

(v)Directors of Hilli Corp. The Managing Member shall choose and designate the quantity and identification of the administrators and officers of Hilli Corp, offered that every of Keppel and Golar Partners shall at all times be entitled to appoint one director (and any substitute thereof) every to the board of Hilli Corp.

dCompensation of Managing Member and Officers.

(i)The Managing Member shall not obtain compensation for its companies to the Company.

(ii)The Officers shall serve with or with out such compensation for his or her companies to the Company because the Managing Member shall decide.

eIndemnification.

(i)To the fullest extent permitted by legislation however topic to the restrictions expressly offered on this Agreement, all Indemnitees shall be indemnified and held innocent by the Company from and towards any and all losses, claims, damages, liabilities, joint or a number of, bills (together with authorized charges and bills), judgments, fines, penalties, curiosity, settlements or different quantities arising from any and all claims, calls for, actions, fits or proceedings, whether or not civil, legal, administrative or investigative, by which any Indemnitee could also be concerned, or is threatened to be concerned, as a celebration or in any other case, by cause of its standing as an Indemnitee; offered, that the Indemnitee shall not be indemnified and held innocent if there was a remaining and non-appealable judgment entered by a courtroom of competent jurisdiction figuring out that, in respect of the matter for which the Indemnitee is searching for indemnification pursuant to this Section 4.5, the Indemnitee acted in dangerous religion or engaged in fraud, willful misconduct or gross negligence or, within the case of a legal matter, acted with data that the Indemnitee’s conduct was illegal. Any indemnification pursuant to this Section 4.5 shall be made solely out of the property of the Company, it being agreed that the Members shall not be personally accountable for such indemnification and shall don’t have any obligation to contribute or mortgage any monies or property to the Company to allow it to effectuate such indemnification.

(ii)To the fullest extent permitted by legislation, bills (together with authorized charges and bills) incurred by an Indemnitee who’s indemnified pursuant to this Section 4.5 in defending any declare, demand, motion, swimsuit or continuing shall, infrequently, be superior by the Company previous to a dedication that the Indemnitee shouldn’t be entitled to be indemnified upon receipt by the Company of any endeavor by or on behalf of the Indemnitee to repay such quantity if it shall be decided that the Indemnitee shouldn’t be entitled to be indemnified as licensed on this Section 4.5.

(iii)The indemnification offered by this Section 4.5 shall be along with every other rights to which an Indemnitee could also be entitled underneath any settlement, as a matter of legislation or in any other case, each as to actions within the Indemnitee’s capability as an Indemnitee and as to actions in


every other capability, and shall proceed as to an Indemnitee who has ceased to serve in such capability and shall inure to the good thing about the heirs, successors, assigns and directors of the Indemnitee.

(iv)The Company could buy and preserve (or reimburse any Member or its Affiliates for the price of) insurance coverage, on behalf of any Member, its Affiliates and such different Persons because the Managing Member shall decide, towards any legal responsibility which may be asserted towards, or expense which may be incurred by, such Person in reference to the Company’s actions or such Person’s actions on behalf of the Company, no matter whether or not the Company would have the ability to indemnify such Person towards such legal responsibility underneath the provisions of this Agreement.

(v)For functions of this Section 4.5, the Company shall be deemed to have requested an Indemnitee to function fiduciary of an worker profit plan at any time when the efficiency by it of its duties to the Company additionally imposes duties on, or in any other case entails companies by, it to the plan or contributors or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an worker profit plan pursuant to relevant legislation shall represent “fines” inside the which means of Section 4.5(a); and motion taken or omitted by it with respect to any worker profit plan within the efficiency of its duties for a goal moderately believed by it to be in one of the best curiosity of the contributors and beneficiaries of the plan shall be deemed to be for a goal that’s in one of the best pursuits of the Company.

(vi)In no occasion could an Indemnitee topic any of the Members to non-public legal responsibility by cause of the indemnification provisions set forth on this Agreement.

(vii)An Indemnitee shall not be denied indemnification in complete or partially underneath this Section 4.5 as a result of the Indemnitee had an curiosity within the transaction with respect to which the indemnification applies if the transaction was in any other case permitted by the phrases of this Agreement.

(viii)The provisions of this Section 4.5 are for the good thing about the Indemnitees, their heirs, successors, assigns and directors and shall not be deemed to create any rights for the good thing about every other Persons.

(ix)No modification, modification or repeal of this Section 4.5 or any provision hereof shall in any method terminate, cut back or impair the fitting of any previous, current or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee underneath and in accordance with the provisions of this Section 4.5 as in impact instantly previous to such modification, modification or repeal with respect to claims arising from or regarding issues occurring, in complete or partially, previous to such modification, modification or repeal, no matter when such claims could come up or be asserted.

fLiability of Indemnitees.

(i)No Indemnitee shall be personally accountable for the money owed and obligations of the Company.


(ii)Notwithstanding something on the contrary set forth on this Agreement, no Indemnitee shall be accountable for financial damages to the Company for losses sustained or liabilities incurred because of any act or omission of an Indemnitee until there was a remaining and non-appealable judgment entered by a courtroom of competent jurisdiction figuring out that, in respect of the matter in query, the Indemnitee acted in dangerous religion or engaged in fraud, willful misconduct or gross negligence or, within the case of a legal matter, acted with data that the Indemnitee’s conduct was illegal.

(iii)Any modification, modification or repeal of this Section 4.6 or Section 4.7 or any provision hereof shall be potential solely and shall not in any means have an effect on the restrictions on the legal responsibility of the Indemnitees underneath this Section 4.6 or Section 4.7 as in impact instantly previous to such modification, modification or repeal with respect to claims arising from or regarding issues occurring, in complete or partially, previous to such modification, modification or repeal, no matter when such claims could come up or be asserted.

gStandards of Conduct and Modification of Duties.

(i)Whenever the Managing Member makes a dedication or takes or declines to take every other motion, or any of its Affiliates causes it to take action, in its capability because the managing member of the Company versus in its particular person capability, whether or not underneath this Agreement or every other settlement contemplated hereby or in any other case, then, until one other specific customary is offered for on this Agreement, the Managing Member, or such Affiliates inflicting it to take action, shall make such dedication or take or decline to take such different motion in good religion and shall not be topic to every other or completely different requirements imposed by this Agreement every other settlement contemplated hereby or underneath the Act or every other legislation, rule or regulation or at fairness. In order for a dedication or different motion to be in “good religion” for functions of this Agreement, the Person or Persons making such dedication or taking or declining to take such different motion should moderately consider that the dedication or different motion is in one of the best pursuits of the Company, until the context in any other case requires.

(ii)Whenever the Managing Member makes a dedication or takes or declines to take every other motion, or any of its Affiliates causes it to take action, in its particular person capability versus in its capability because the managing member of the Company, whether or not underneath this Agreement or every other settlement contemplated hereby or in any other case, then the Managing Member, or such Affiliates inflicting it to take action, are entitled to make such dedication or to take or decline to take such different motion freed from any obligation (together with any fiduciary obligation) or obligation by any means to the Company or any Member or every other Person certain by this Agreement, and, to the fullest extent permitted by legislation, the Managing Member, or such Affiliates inflicting it to take action, shall not be required to behave in good religion or pursuant to every other customary imposed by this Agreement, every other settlement contemplated hereby or underneath the Act or every other legislation, rule or regulation or at fairness. For the avoidance of doubt, at any time when the Managing Member votes or transfers its Units, if any, to the extent permitted underneath this Agreement, or refrains from voting or transferring its Units, as acceptable, it shall be performing in its particular person capability.

(iii)Notwithstanding something on the contrary on this Agreement, the Managing Member and its Affiliates shall don’t have any obligation or obligation, specific or implied, to (i) approve the


sale or different disposition of any asset of the Company or any of its subsidiaries or (ii) allow any of the Company or its subsidiaries to make use of any amenities or property of the Managing Member and its Affiliates, besides as could also be offered in contracts entered into infrequently particularly coping with such use. Any dedication by the Managing Member or any of its Affiliates to enter into such contracts shall, in every case, be at their possibility.

(iv)Except as expressly set forth on this Agreement, neither the Managing Member or every other Indemnitee shall have any duties or liabilities, together with fiduciary duties, to the Company or any Member and the provisions of this Agreement, to the extent that they limit, eradicate or in any other case modify the duties and liabilities, together with fiduciary duties, of the Managing Member or every other Indemnitee in any other case present at legislation or in fairness, are agreed by the Members to interchange such different duties and liabilities of the Managing Member or such different Indemnitee.

hActions Required by Members.

(i)The following actions could solely be taken with the approval or consent of the holders of at the least 95% of every of the Series A Special Units, Series B Special Units and Common Units:

(1)effecting any merger or consolidation involving the Company or Hilli Corp;

(2)effecting any sale or change of all or considerably all the Company’s property or the property of Hilli Corp, together with Hilli FLNG;

(3)dissolving or liquidating the Company or Hilli Corp; and

(4)effecting a switch of any of the Company’s shares of Hilli Corp.

(ii)Subject to Section 4.8(d), the next actions could solely be taken with the approval or consent of the holders of at the least a majority of the Series B Special Units and the Common Units, voting in mixture as one class of items:

(1)inflicting the Company to incur indebtedness in extra of $50 million or subject Senior Securities or Parity Securities;

(2)inflicting Hilli Corp to incur further indebtedness in extra of $50 million or to subject fairness securities;

(3)amending the Perenco Contract in any materials method;

(4)inflicting Hilli Corp to enter into new business liquefaction companies agreements using the Hilli FLNG; and

(5)amending the present financing and sale and leaseback association for the Hilli FLNG (apart from any extension to the time period) in any materials method.


(iii)The approval or consent of the holders of at the least a majority of the Common Units shall be required to amend the present financing and sale and leaseback association for the Hilli FLNG to increase the time period of such present financing and sale and leaseback association for the Hilli FLNG.

(iv)

(1)Prior to taking any motion referenced in Section 4.8(b) or Section 4.8(c), the Company shall present (A) written discover to the holders of the Common Units as promptly as practicable (however in no occasion later than 5 (5) Business Days previous to taking any such motion), and (B) to the holders of the Common Units such info as could also be moderately requested by any of the holders of the Common Units in reference to any such motion.

(2)Where any motion in Section 4.8(b) would adversely have an effect on the Common Units, the consent of the holders of a majority of the Common Units will probably be required. It is the intention of the foregoing provision to guard the Common Units and protect the worth of the monetary funding made within the Company by the holders of the Common Units.

(v)The following actions could solely be taken with the approval or consent of the holders of at the least a majority of the Series A Special Units, the holders of at the least a majority of the Series B Special Units and the holders of at the least a majority of the Common Units:

(1)creating or inflicting to exist any consensual restriction on the power of the Company or Hilli Corp to make distributions, pay any indebtedness, make loans or advances or switch property to their respective members, shareholders or subsidiaries; and

(2)settling or compromising any declare, dispute or litigation immediately towards, or in any other case regarding indemnification by the Company of, any of the officers of the Company or any Member.

(vi)The approval or consent of the holders of at the least 95% of the Series A Special Units is required to amend any provision of this Agreement that will adversely have an effect on the Series A Special Units.

(vii)The approval or consent of the holders of at the least 95% of the Series B Special Units is required to amend any provision of this Agreement that will adversely have an effect on the Series B Special Units.

(viii)The approval or consent of the holders of at the least 95% of the Common Units is required to amend any provision of this Agreement that will adversely have an effect on the Common Units.


5.DISTRIBUTIONS

aReserves and Distributions.

Within 60 days after the tip of every quarter, the Managing Member shall assessment the Company’s accounts and decide the quantity of the Company’s obtainable money and acceptable reserves (together with money reserves for future upkeep capital expenditures, working capital and different issues), and the Company shall make a distribution to the Members of the obtainable money, topic to the reserves pursuant to Section 5.2. The Company could make such extra money distributions because the Managing Member could decide and with out being restricted to present or collected revenue or good points from any Company funds, together with, with out limitation, Company revenues, capital contributions or borrowed funds; offered, that no such distribution shall be made if, after giving impact thereto, the liabilities of the Company exceed the truthful market worth of the property of the Company. In its sole discretion, the Managing Member could, topic to the foregoing proviso, additionally distribute to the Members different Company property or different securities of the Company or different entities.

bPriority of Distributions.

The Company shall make distributions to the Members when, as and if declared by the Managing Member pursuant to Section 5.1; offered nonetheless that no distributions could also be made on the Common Units until (i) Series A Distributions for probably the most not too long ago ended Series A Distribution Period and any collected Series A Distributions in Arrears for any previous Series A Distribution Period have been or contemporaneously are being paid or offered for and (ii) Series B Distributions for probably the most not too long ago ended Series B Distribution Period and any collected Series B Distributions in Arrears for any previous Series B Distribution Period have been or contemporaneously are being paid or offered for. The Series A Special Units and the Series B Special Units shall be handled on a pari passu foundation as to the fitting to obtain distributions.

6.SERIES A SPECIAL UNITS

aDesignation.

The Company hereby designates and creates a collection of Membership Interests to be designated as “Series A Special Units,” and fixes the preferences rights, powers and duties of the holders of the Series A Special Units as set forth on this Section 6. The Series A Special Units shall initially be represented by certificates issued within the title of Golar LNG, Keppel and B&V.

bDistributions.

(i)Distributions on the Series A Special Units shall be cumulative and shall accrue in every Series A Distribution Period from and together with the primary day of the Series A Distribution Period to and together with the sooner of (i) the final day of such Series A Distribution Period and (ii) the date the Company pays the Series A Distributions or redeems the Series A Special Units in full in accordance with Section 6.3 beneath, whether or not or not such Series A Distributions shall have


been declared. The Series A Holders shall be entitled to obtain Series A Distributions infrequently out of any property of the Company legally obtainable for the fee of distributions when, as, and if declared by the Managing Member. Distributions, to the extent declared by the Managing Member to be paid by the Company in accordance with this Section 6.2, shall be paid for every Series A Distribution Period on every Series A Distribution Payment Date. All Series A Distributions payable by the Company pursuant to this Section 6.2 shall be payable with out regard to revenue of the Company.

(ii)Not later than 5:00 p.m., New York City time, on every Series A Distribution Payment Date, the Company shall pay these Series A Distributions, if any, that shall have been declared by the Managing Member to Series A Holders on the file date for the relevant Series A Distribution. The file date (the “Series A Distribution Record Date”) for any Series A Distribution fee shall be the fifth Business Day instantly previous the relevant Series A Distribution Payment Date, besides that within the case of funds of Series A Distributions in Arrears, the Series A Distribution Record Date with respect to a Series A Distribution Payment Date shall be such date as could also be designated by the Managing Member. No distribution shall be declared or paid or set aside for fee on any Common Units until full cumulative Series A Distributions have been or contemporaneously are being paid or offered for on all excellent Series A Special Units via the latest respective Series A Distribution Payment Date. Accumulated Series A Distributions in Arrears for any previous Series A Distribution Period could also be declared by the Managing Member and paid on any date mounted by the Managing Member, whether or not or not a Series A Distribution Payment Date, to the Series A Holders on the file date for such fee. Subject to Section 6.3 and Section 6.7, Series A Holders shall not be entitled to any distribution in extra of full cumulative Series A distributions. No curiosity or sum of cash in lieu of curiosity shall be payable in respect of any distribution fee which can be in arrears on the Series A Special Units.

cRedemption.

The Company shall have the fitting, at any time after the Perenco Contract has been terminated, to redeem the Series A Special Units in complete from any supply of funds legally obtainable for such goal. Any such redemption shall happen on a date set by the Managing Member (the “Series A Redemption Date”). The Company shall impact any such redemption by paying money to the Series A Holders in an mixture quantity equal to $1.00 plus all collected and unpaid Series A Distributions (whether or not or not such Series A Distributions have been declared) to the Series A Redemption Date (the “Series A Redemption Price”). The Company shall give discover to the Series A Holders of any redemption not lower than 30 days previous to the scheduled Series A Redemption Date. Upon fee of the Series A Redemption Price to the Series A Holders, the Series A Special Units shall be cancelled by the Company. None of the Company, the Managing Member or any Affiliate of the Managing Member shall be permitted to redeem, repurchase or in any other case purchase any Common Units or every other Junior Securities until full cumulative distributions on the Series A Special Units, the Series B Special Units and any Parity Securities for all prior and the then ending Series A Distribution Periods and Series B Distribution Periods shall have been paid or declared and put aside for fee.


dLiquidation Rights.

Upon the prevalence of any dissolution or liquidation of the Company, the Series A Holders shall be entitled to obtain out of the property of the Company or proceeds thereof legally obtainable for distribution to the Members, (i) after satisfaction of all liabilities, if any, to collectors of the Company, (ii) concurrently with any relevant distributions of such property or proceeds being made to or put aside for holders of any Series B Special Units then excellent and (iii) earlier than any distribution of such property or proceeds is made to or put aside for the Common Unit Holders, a liquidating distribution in an quantity equal to any unpaid Series A Distributions to the date of dissolution or liquidation. Series A Holders shall not be entitled to every other quantities from the Company, of their capability as Series A Holders, after they’ve acquired such Series A Distributions.

eVoting Rights.

Notwithstanding something on the contrary on this Agreement, the Series A Special Units shall don’t have any voting rights besides as set forth in Section 4.8 or as in any other case offered by the Act.

fRank.

The Series A Special Units shall be deemed to rank:

(i)Senior to (i) the Common Units and (ii) every other class or collection of Membership Interests established after the Series A Original Issue Date by the Managing Member, the phrases of which class or collection don’t expressly present that it’s made senior to or on parity with the Series A Special Units and Series B Special Units as to present distributions (collectively referred to with the Common Units as “Junior Securities”);

(ii)On a parity with the Series B Special Units and every other class or collection of Membership Interests established after the Series A Original Issue Date by the Managing Member, the phrases of which class or collection will not be expressly subordinated or senior to the Series A Special Units and Series B Special Units as to present distributions (collectively referred to with the Series B Special Units as “Parity Securities”); and

(iii)Junior to any class or collection of Membership Interests established after the Series A Original Issue Date by the Managing Member, the phrases of which class or collection expressly present that it ranks senior to the Series A Special Units and Series B Special Units as to present distributions (collectively known as “Senior Securities”).

gInsurance Proceeds

If the Company receives insurance coverage proceeds ensuing from injury to or lack of the Hilli FLNG (“Insurance Proceeds”) the Series A Holders shall be entitled to obtain a fee of a portion of such proceeds (an “Insurance Proceeds Payment”). The Company and the Series A Holders shall negotiate in good religion to find out the quantity of the Insurance Proceeds Payment payable to the Series A Holders. In figuring out this quantity, the events shall think about, amongst


different issues, (i) the then-recent historical past of Incremental Perenco Revenues, (ii) the remaining time period underneath the Perenco Contract and affordable estimates for future Incremental Perenco Revenues, (iii) the then-current Brent Crude Price and affordable estimates of future Brent Crude costs and (iv) Series A Distributions paid for all prior Series A Distribution Periods. The Insurance Proceeds Payment shall be due and payable by the Company to the Series A Holders inside 90 days following the Company’s receipt of Insurance Proceeds.

7.SERIES B SPECIAL UNITS

aDesignation.

The Company hereby designates and creates a collection of Membership Interests to be designated as “Series B Special Units,” and fixes the preferences rights, powers and duties of the holders of the Series B Special Units as set forth on this Section 7. The Series B Special Units shall initially be represented by certificates issued within the title of Golar LNG, Keppel and B&V.

bDistributions.

(i)Distributions on the Series B Special Units shall be cumulative and shall accrue in every Series B Distribution Period from and together with the primary day of the Series B Distribution Period to and together with the sooner of (i) the final day of such Series B Distribution Period and (ii) the date the Company pays the Series B Distributions in full, whether or not or not such Series B Distributions shall have been declared. The Series B Holders shall be entitled to obtain Series B Distributions infrequently out of any property of the Company legally obtainable for the fee of distributions when, as, and if declared by the Managing Member. Distributions, to the extent declared by the Managing Member to be paid by the Company in accordance with this Section 7.2, shall be paid quarterly on every Series B Distribution Payment Date. All Series B Distributions payable by the Company pursuant to this Section 6.2 shall be payable with out concerning to revenue of the Company.

(ii)Not later than 5:00 p.m., New York City time, on every Series B Distribution Payment Date, the Company shall pay these Series B Distributions, if any, that shall have been declared by the Managing Member to Series B Holders on the file date for the relevant Series B Distribution. The file date (the “Series B Distribution Record Date”) for any Series B Distribution fee shall be the fifth Business Day instantly previous the relevant Series B Distribution Payment Date, besides that within the case of funds of Series B Distributions in Arrears, the Series B Distribution Record Date with respect to a Series B Distribution Payment Date shall be such date as could also be designated by the Managing Member. No distribution shall be declared or paid or set aside for fee on any Common Units until full cumulative Series B Distributions have been or contemporaneously are being paid or offered for on all excellent Series B Special Units via the latest respective Series B Distribution Payment Date. Accumulated Series B Distributions in Arrears for any previous Series B Distribution Period could also be declared by the Managing Member and paid on any date mounted by the Managing Member, whether or not or not a Series B Distribution Payment Date, to the Series B Holders on the file date for such fee. Subject to Section 7.7, Series B Holders shall not be entitled to any distribution in extra of full cumulative Series B Distributions. No curiosity or sum of cash in


lieu of curiosity shall be payable in respect of any distribution fee which can be in arrears on the Series B Special Units.

cRedemption.

The Series B Special Units shall not be topic to redemption.

dLiquidation Rights.

Upon the prevalence of any dissolution or liquidation of the Company, the Series B Holders shall be entitled to obtain out of the property of the Company or proceeds thereof legally obtainable for distribution to the Members, (i) after satisfaction of all liabilities, if any, to collectors of the Company, (ii) concurrently with any relevant distributions of such property or proceeds being made to or put aside for holders of any Series A Special Units then excellent and (iii) earlier than any distribution of such property or proceeds is made to or put aside for the Common Unit Holders, a liquidating distribution in an quantity equal to any unpaid Series B Distributions to the date of dissolution or liquidation. Series B Holders shall not be entitled to every other quantities from the Company, of their capability as Series B Holders, after they’ve acquired such Series B Distributions.

eVoting Rights.

Notwithstanding something on the contrary on this Agreement, the Series B Special Units shall don’t have any voting rights besides as set forth in Section 4.8 or as in any other case offered by the Act.

fRank.

The Series B Special Units shall be deemed to rank:

(i)Senior to (i) the Common Units and (ii) every other Junior Securities;

(ii)On a parity with the Series A Special Units and every other Parity Securities; and

(iii)Junior to Senior Securities.

gInsurance Proceeds

If the Company receives Insurance Proceeds, the Series B Holders shall be entitled to obtain an Insurance Proceeds Payment. The Company and the Series B Holders shall negotiate in good religion to find out the quantity of the Insurance Proceeds Payment payable to the Series B Holders. In figuring out this quantity, the events shall think about (i) the then-recent historical past of Revenues Less Expenses, (ii) the Hilli FLNG’s then-current contracted manufacturing capability and affordable estimates of future contracted manufacturing capability of the Hilli FLNG and (iii) Series B Distributions truly paid for all prior Series B Distribution Periods. The Insurance Proceeds Payment shall be due and payable by the Company to the Series B Holders inside 90 days following the Company’s receipt of Insurance Proceeds.


8.BOOKS AND RECORDS; FISCAL YEAR; BANK ACCOUNTS; ACCOUNTING PRINCIPLES; INFORMATION

aBooks and Records.

The books and data of the Company shall, on the value and expense of the Company, be stored on the principal workplace of the Company or at such different location because the Managing Member could infrequently decide offered such location is within the United Kingdom, however in no circumstances shall any register of members be introduced into the United Kingdom.

bFiscal Year.

Unless in any other case decided by the Managing Member, the Company’s books and data shall be stored on a December 31 calendar 12 months foundation and shall replicate all Company transactions and be acceptable and enough for conducting the Company’s affairs.

cBank Accounts.

All funds of the Company will probably be deposited in its title in an account or accounts maintained with such financial institution or banks chosen by the Managing Member. Checks shall be drawn upon the Company account or accounts just for the needs of the Company and could also be signed by such individuals as could also be designated by the Managing Member.

dAccounting Principles.

The Company shall put together its monetary statements in accordance with US GAAP.

eInformation.

(i)Subject to Section 8.1, a Member could, at its personal expense, in any respect affordable instances, examine and make copies of all books, data, accounts, agreements and different paperwork regarding the affairs of the Company.

(ii)Within 90 days after the tip of every quarter the Company shall furnish the Members with (i) unaudited statements of revenue or loss and steadiness sheets of the Company, (ii) an announcement of precise bills of the Company in comparison with the relevant Budget and (iii) a money circulation forecast for the subsequent quarter.

(iii)To the extent the Managing Member elects to have the books and data of the Company audited, the Company shall furnish the Members with such audited monetary statements promptly after the audited monetary statements have been acquired by the Company.

(iv)No extra regularly than as soon as in any calendar 12 months and offered that no different Member has carried out an audit of the Company in that calendar 12 months in respect of which one another Member could depend on the contents and conclusions contained within the related audit report, a Member who holds at the least a 5% of any class of Membership Interests within the Company could, by offering written notification to the Company, request an unbiased audit of the Company.


The Company shall, topic to the requesting Member bearing all prices of such audit, present such info and entry because the unbiased auditors could moderately require in order that the audit report could also be accomplished inside 180 days of such written request.

(v)If a Member undertakes an audit pursuant to Section 8.5(d), that Member shall be certain that one another Member is notified that an audit is being undertaken at its request and shall on the written request of a Member, present such Member with a duplicate of the audit report and shall direct that the auditor accepts that the Member receiving a duplicate of the report could depend on its contents and conclusions.

9.DISSOLUTION AND LIQUIDATION

The Company shall be dissolved, and its affairs shall be wound up, upon the expiration of its time period as offered in Section 2.6. Upon such dissolution or liquidation, any property remaining after fee of the Company’s money owed and satisfaction of the necessities imposed underneath Section 6.4 and Section 7.4 shall be distributed to the Common Unit Holders on a professional rata foundation primarily based on every such holder’s proportion curiosity possession of the entire Common Units.

10.MISCELLANEOUS

aComplete Agreement.

This Agreement and the reveals hereto represent the whole and unique assertion of the settlement concerning the operation of the Company and exchange and supersede all prior agreements concerning the operation of the Company.

bGoverning Law.

This Agreement and the rights of the events hereunder (save for the arbitration settlement contained in Section 10.7, which shall be ruled by the legal guidelines of England and Wales) will probably be ruled by, interpreted, and enforced in accordance with the legal guidelines of the Republic of the Marshall Islands, with out giving regard to ideas of conflicts of legislation.

cHeadings.

All headings herein are inserted just for comfort and ease of reference and are to not be thought-about within the building or interpretation of any provision of this Agreement.

dSeverability.

If any provision of this Agreement is held to be unlawful, invalid or unenforceable underneath the current or future legal guidelines efficient in the course of the time period of this Agreement, such provision will probably be absolutely severable; this Agreement shall be construed and enforced as if such unlawful, invalid or unenforceable provision had by no means comprised part of this Agreement; and the remaining provisions of this Agreement shall stay in full power and impact and shall not be affected by the unlawful, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such unlawful, invalid or unenforceable provision, there will probably be added


robotically as part of this Agreement a provision as related in phrases to such unlawful, invalid or unenforceable provision as could also be potential and be authorized, legitimate and enforceable.

eNo Third Party Beneficiary.

This Agreement is made solely and particularly for the good thing about the Members and their successors and Transferees and no different Persons shall have any rights, curiosity or claims hereunder or be entitled to any advantages underneath or on account of this Agreement as a 3rd occasion beneficiary or in any other case.

fAmendment.

All amendments to this Agreement should be in writing and signed by the Members. To the extent that Golar Partners agrees to an modification to this Agreement, such modification should be authorised by the Conflicts Committee.

gArbitration.

The Members acknowledge that the expeditious and equitable settlement of disputes arising underneath this Agreement is to their mutual benefit. To that finish, the Members agree to try to resolve variations of opinion and to settle all disputes via joint cooperation and session if potential. Any dispute, alleged breach, interpretation, problem or disagreement by any means between or amongst any of the events hereto with respect to any dispute arising out of or regarding this Agreement (or every other settlement contemplated hereby) that the Members are unable to settle inside sixty (60) days of the preliminary written discover of dispute, as set forth within the previous sentence, shall be resolved by remaining and binding arbitration earlier than a single arbitrator pursuant to the foundations of arbitration then in power of the London Court of International Arbitration, which guidelines are included by reference herein. The elapse of sixty (60) days shall not be a precondition to the acquiring of emergency interim reduction, both by way of arbitration or from a courtroom of acceptable jurisdiction.

The seat (or authorized venue) of arbitration shall be London. Such arbitration shall be the unique treatment hereunder; offered that nothing contained on this Section 10.7 shall restrict any occasion’s proper to convey (i) submit arbitration actions searching for to implement an arbitration award or (ii) actions searching for injunctive or different related reduction within the occasion of a breach or threatened breach of any of the provisions of this Agreement (or every other settlement contemplated hereby). The choice of the arbitrator could, however needn’t, be entered as judgment in a courtroom of competent jurisdiction. If this arbitration provision is for any cause held to be invalid or in any other case inapplicable to any dispute, the Members agree that any motion or continuing introduced with respect to any dispute arising underneath this Agreement, or to interpret or make clear any rights or obligations arising hereunder, shall be maintained solely and solely within the courts of England and Wales. With respect to any motion or continuing {that a} profitable occasion to the arbitration could want to convey to implement any arbitral award or to hunt injunctive or different related reduction within the occasion of the breach or threatened breach of this Agreement (or every other settlement contemplated hereby), every occasion irrevocably and unconditionally (and with out limitation): (i) submits to and accepts, typically and unconditionally the non-exclusive jurisdiction of the courts of England


and Wales, (ii) waives any objection it could have now or sooner or later that such motion or continuing has been introduced in an inconvenient discussion board, (iii) agrees that in any such motion or continuing it is not going to increase, depend on or declare any immunity (together with, with out limitation, from swimsuit, judgment, attachment earlier than judgment or in any other case, execution or different enforcement), (iv) waives any proper of immunity which it has or its property could have at any time, and (v) consents typically to the giving of any reduction or the problem of any course of in reference to any such motion or continuing together with, with out limitation, the making, enforcement or execution of any order or judgment towards any of its property. IN ENTERING INTO THE ARBITRATION PROVISION OF THIS SECTION 10.7, EACH PARTY TO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.

[Signature Page follows]


WHEREFORE, this Agreement has been executed by a duly licensed consultant of every of the Members as of the date first set forth above.

Member:

GOLAR LNG LIMITED

By:        /s/ Georgina E. Sousa    

Name:        Georgina E. Sousa    

Title:        Director    

GOLAR PARTNERS OPERATING LLC

By:        /s/ Georgina E. Sousa    

Name:        Georgina E Sousa, Director for and on     

Title:        behalf of Golar LNG Partners LP, as Sole member of Golar Partners Operating LLC    

KSI INVESTMENTS PTE. LTD.

By:        /s/ Samuel Wong    

Name:        Samuel Wong    

Title:        Director    

BLACK & VEATCH INTERNATIONAL CORPORATION

By:        /s/ Jeff Stamm    

Name:        Jeff Stamm    

Title:        Senior Vice President    

Signature Page

To Golar Hilli LLC

Amended and Restated Limited Liability Company Agreement

Active 61520766.2


EXHIBIT 1

CERTIFICATE OF LIMITED LIABILITY COMPANY INTEREST

OF

GOLAR HILLI LLC

Organized Under The Laws Of The Republic Of The Marshall Islands

This Certificate evidences the possession by _______________________ of ______ widespread items representing restricted legal responsibility firm pursuits in Golar Hilli LLC (the “Company”), which pursuits are topic to the provisions of the Certificate of Formation and the Amended and Restated Limited Liability Company Agreement of the Company, as every could also be amended, modified or in any other case supplemented infrequently.

Witness, the signature of the Company by its duly licensed officer.

Date: __________

            

Name:    

Title:    

Exhibit 1

Active 61520766.2


For worth acquired, the undersigned hereby sells, assigns and transfers unto _________________________________________ a complete of __________ widespread items representing restricted legal responsibility firm pursuits in Golar Hilli LLC represented by this Certificate.

Date: __________

            

Name:    

Title:    

Exhibit 1

Active 61520766.2


EXHIBIT 2

CERTIFICATE OF LIMITED LIABILITY COMPANY INTEREST

OF

GOLAR HILLI LLC

Organized Under The Laws Of The Republic Of The Marshall Islands

This Certificate evidences the possession by _______________________ of ______ Series A Special Units representing restricted legal responsibility firm pursuits in Golar Hilli LLC (the “Company”), which pursuits are topic to the provisions of the Certificate of Formation and the Amended and Restated Limited Liability Company Agreement of the Company, as every could also be amended, modified or in any other case supplemented infrequently.

Witness, the signature of the Company by its duly licensed officer.

Date: __________

            

Name:    

Title:    

Exhibit 2

Active 61520766.2


For worth acquired, the undersigned hereby sells, assigns and transfers unto _________________________________________ a complete of __________ Series A Special Units representing restricted legal responsibility firm pursuits in Golar Hilli LLC represented by this Certificate.

Date: __________

            

Name:    

Title:    

Exhibit 2

Active 61520766.2


EXHIBIT 3

CERTIFICATE OF LIMITED LIABILITY COMPANY INTEREST

OF

GOLAR HILLI LLC

Organized Under The Laws Of The Republic Of The Marshall Islands

This Certificate evidences the possession by _______________________ of ______ Series B Special Units representing restricted legal responsibility firm pursuits in Golar Hilli LLC (the “Company”), which pursuits are topic to the provisions of the Certificate of Formation and the Amended and Restated Limited Liability Company Agreement of the Company, as every could also be amended, modified or in any other case supplemented infrequently.

Witness, the signature of the Company by its duly licensed officer.

Date: __________

            

Name:    

Title:    

Exhibit 3

Active 61520766.2


For worth acquired, the undersigned hereby sells, assigns and transfers unto _________________________________________ a complete of __________ Series B Special Units representing legal responsibility firm pursuits in Golar Hilli LLC represented by this Certificate.

Date: __________

            

Name:    

Title:    

Exhibit 3

Active 61520766.2


EXHIBIT 4

COMPUTATION OF INCREMENTAL PERENCO REVENUES

Incremental Perenco Revenues” means:

(a) any money acquired by Hilli Corp from revenues invoiced to the extent such revenues invoiced are primarily based on Tolling Fees in extra of that set forth in Section 5.1(a)(iii) of the Perenco Contract (such invoiced quantity being the “Invoiced Brent Premium”), earlier than deducting any Underperformance Costs (as outlined beneath) (“Incremental Perenco Cash”); much less

(b) any incremental tax expense arising from or associated to any money receipts referred to in clause (a) above (“Incremental Tax Expense”); much less

(c) the Pro-Rata Share of Underperformance Costs (as outlined beneath) incurred by Hilli Corp throughout such Distribution Period (as outlined beneath).

In the occasion that the amount of money acquired by Hilli Corp is lower than the quantity invoiced, the quantity of such money that shall be handled as Incremental Perenco Cash shall be decided by making use of the proportion that the Invoiced Brent Premium represented of the entire quantity invoiced, offered nonetheless that to the extent such shortfall within the money acquired is particularly identifiable as Invoiced Brent Premium than such shortfall shall be utilized completely to Incremental Perenco Cash to the extent of that identification.

Distribution Period” means any Series A Distribution Period or Series B Distribution Period.

Underperformance Costs” means, with respect to any Distribution Period, further prices incurred because of any a number of of the next with respect to such Distribution Period:

(a) Services Unavailability;

(b)    Off-Spec LNG;

(c) SPA Costs,

(d)    Demurrage Event;

(e)    LNG shortfalls pursuant to the Perenco Contract;

(f)    Retainage in extra of the Operations Retainage Limit or in the course of the Commissioning Period, Retainage in extra of the Commissioning Retainage Limit); or

(g)    phrases or provisions in every other tolling settlement (or different settlement associated thereto) then in impact which can be just like these set forth in (a) via (f) above regarding any related claims or situations.

Exhibit 4

Active 61520766.2


Services Unavailability, Off-Spec LNG, SPA Costs, Demurrage Event, Retainage, Operations Retainage Limit, Commissioning Period and Commissioning Retainage Limit shall have the which means given to such phrases within the Perenco Contract.

Pro-Rata Share of Underperformance Costs” means, with respect to any Distribution Period:

(a)    Incremental Perenco Cash much less Incremental Tax Expense for such Series A Distribution Period; divided by the entire money acquired by Hilli Corp, earlier than deducting any Underperformance Costs, throughout such Distribution Period; multiplied by

(b) the entire Underperformance Costs with respect to such Distribution Period.

For instance (excluding the impact of any Incremental Tax Expense):

Revenue Pro-Rata Share of Underperformance CostsNet incomeTotal money acquired excluding Incremental Perenco Revenues associated to Series A Special Units and Revenues Less Expenses associated to Series B Special Units (in all instances, earlier than Underperformance Costs)600(100)500Incremental Perenco Revenues as a result of Series A Holders earlier than Underperformance Costs300(50)250Revenue Less Expenses as a result of Series B Holders earlier than Underperformance Costs300(50)250Total Cash Received Before Underperformance Costs1200Underperformance Costs(200)Total Cash Received After Underperformance Costs1000(200)1000

If the Pro-Rata Share of Underperformance Costs exceeds the Incremental Perenco Revenues with respect to any Distribution Period, then the remaining value shall be deducted from the subsequent Series A Distribution.

Exhibit 4

Active 61520766.2


EXHIBIT 5

COMPUTATION OF REVENUES LESS EXPENSES

Revenues Less Expenses” means:

(a) the money receipts from revenues invoiced by Hilli Corp as a direct results of the employment of greater than the primary fifty p.c of LNG manufacturing capability for Hilli FLNG, earlier than deducting any Underperformance Costs (until the incremental capability above the primary fifty p.c is provided underneath the phrases of the Perenco Contract and the Term of the contract shouldn’t be expanded past 500 billion cubic toes of Feed Gas (as outlined within the Perenco Contract)), excluding, for the avoidance of doubt, any Incremental Perenco Revenues (“Incremental Cash”); much less

(b) any incremental prices by any means, together with however not restricted to working bills, capital prices, financing prices and tax prices, arising because of using and making obtainable greater than the primary fifty p.c of LNG manufacturing capability for Hilli FLNG (“Incremental Costs”); much less

(c) any discount in income attributable to the primary fifty p.c of LNG manufacturing capability availability because of making greater than fifty p.c of capability obtainable underneath the Perenco Contract (together with, however not restricted to, for instance, because of a Tolling Fee fee discount as contemplated within the Perenco Contract) (“Revenue Reduction”); much less

(d) the Pro-Rata Share of Underperformance Costs (as outlined beneath) incurred by Hilli Corp throughout such Distribution Period (as outlined beneath).

For the avoidance of doubt, for as long as the Perenco Contract is in impact, the primary fifty p.c of LNG manufacturing capability for Hilli FLNG shall be deemed to be provided pursuant to the Perenco Contract (until Perenco workouts its possibility pursuant to the Perenco Contract, by which case the proportion deemed to be provided pursuant to the Perenco Contract shall be elevated accordingly).

Underperformance Costs” and “Distribution Period” have the which means assigned to such phrases in Exhibit 4 to this Agreement.

Pro-Rata Share of Underperformance Costs” means, with respect to any Distribution Period:

(a)    Incremental Cash much less Incremental Costs much less Revenue Reduction for such Distribution Period; divided by the entire money acquired by Hilli Corp, earlier than deducting any Underperformance Costs, throughout such Distribution Period; multiplied by

(b) the entire Underperformance Costs with respect to such Distribution Period.


For instance (excluding the impact of any Incremental Costs or Revenue Reduction):

Revenue Pro-Rata Share of Underperformance Costs Net income
Total money acquired excluding Incremental Perenco Revenues associated to Series A Special Units and Revenues Less Expenses associated to Series B Special Units (in all instances, earlier than Underperformance Costs) 600 (100) 500
Incremental Perenco Revenues as a result of Series A Holders earlier than Underperformance Costs 300 (50) 250
Revenue Less Expenses as a result of Series B Holders earlier than Underperformance Costs 300 (50) 250
Total Cash Received Before Underperformance Costs 1200
Underperformance Costs (200)
Total Cash Received After Underperformance Costs 1000 (200) 1000

If the Pro-Rata Share of Underperformance Costs exceeds the Revenues Less Expenses with respect to any Distribution Period, then the remaining value shall be deducted from the subsequent Series B Distribution.

Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference within the Registration Statement (Form F-3 No. 333- 219095) of Golar LNG Limited and within the associated Prospectus and within the Registration Statement (Form S-8 No. 333-221666) pertaining to Long-Term Incentive plan of Golar LNG Limited, of our reviews dated April 22, 2021 with respect to the consolidated monetary statements of Golar LNG Limited, and the effectiveness of inner management over monetary reporting of Golar LNG Limited, included on this Annual Report (Form 20-F) for the 12 months ended December 31, 2020.

/s/ Ernst & Young LLP

London, United Kingdom

April 22, 2021

Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference within the following:

a)This Annual Report (Form 20-F) of Golar LNG Limited for the 12 months ended December 31, 2020,

b)Registration Statement (Form F-3 No. 333-219095) of Golar LNG Limited and within the associated Prospectus, and

c)Registration Statement (Form S-8 No. 333-221666) pertaining to Long-Term Incentive plan of Golar LNG Limited,

of our reviews dated March 16, 2021, with respect to the consolidated monetary statements and the effectiveness of inner management over monetary reporting of Golar LNG Partners LP, included within the Annual Report (Form 20-F) of Golar LNG Partners LP for the 12 months ended December 31, 2020, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

London, United Kingdom

April 22, 2021

Related Posts