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

Exhibit 10.7
Execution version

EQUITY CAPITAL CONTRIBUTION AGREEMENT
by and between
DRIFTWOOD HOLDINGS LP
and
TOTAL DELAWARE, INC.
dated as of July 10, 2019


 
 
 


TABLE OF CONTENTS

 
i
 


Exhibit B
Form of General Partner LLC Agreement
Exhibit C
Form of LNG Sale and Purchase Agreement
Exhibit D
Form of LNG Marketing Agreement
Exhibit E
Form of Excess LNG SPA
Exhibit F
Form of DOE Agreement
Exhibit G
Form of Tax Opinion
Exhibit H
Form of Initial Limited Partner Contribution Agreement
Exhibit I
Form of Initial Limited Partner LNG SPA
 
 
Schedule 2.1(b)
Estimated Schedule of Required Capital Contributions

 
ii
 


EQUITY CAPITAL CONTRIBUTION AGREEMENT
THIS EQUITY CAPITAL CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of July 10, 2019 (the “Effective Date”), by and between Driftwood Holdings LP, a Delaware limited partnership (the “Partnership”), and Total Delaware, Inc., a Delaware corporation (the “Partner” and together with the Partnership, each, a “Party” and collectively, the “Parties”), and, solely for purposes of Section 8.11, Driftwood GP Holdings LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”).
RECITALS
WHEREAS, Tellurian Inc., a Delaware corporation (“Tellurian”), directly or indirectly, owns 100% of the limited liability company interests in the General Partner;
WHEREAS, the Partnership, directly and indirectly through its Affiliates, is developing the Driftwood LNG Terminal and related Pipelines and Production Facilities; and
WHEREAS, upon the terms and subject to the conditions of this Agreement and the Partnership Agreement, the Partner desires to make the Capital Commitment to the Partnership in exchange for the Partner Units and to make capital contributions to the Partnership in accordance with the provisions of the Partnership Agreement in satisfaction of the Capital Commitment.
NOW, THEREFORE, in consideration of the respective representations, warranties, covenants, agreements and conditions in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties hereby agree as follows:
ARTICLE 1
DEFINED TERMS AND INTERPRETATION
1.1    Defined Terms. As used in this Agreement, the following capitalized terms have the following meanings (unless otherwise expressly provided herein):
AAA” has the meaning set forth in Section 8.6(a).
Act” means the Delaware Revised Uniform Limited Partnership Act, as amended from time to time.
Additional Issuance Units” has the meaning given to such term in the Partnership Agreement.
Adverse Consequences” has the meaning set forth in Section 6.1.
Advisor” has the meaning given to such term in the Partnership Agreement.
Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such

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Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) means the direct or indirect ownership of 50% or more of the voting rights in a Person or the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. For purposes of this Agreement, references to Affiliates of the Partnership shall only include Affiliates of the Partnership that are direct or indirect subsidiaries of the Partnership.
Agreement” has the meaning set forth in the preamble.
Anti-Corruption Law” means (i) for all Parties, the laws, statutes, rules, and regulations governing the activities of the Partnership and this Agreement which prohibit bribery and corruption, as well as where applicable, the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on December 17, 1997, which entered into force on February 15, 1999, and such Convention’s Commentaries, and (ii) for each Party, the laws prohibiting bribery and corruption in the States in which such Party is organized or registered, carries out most of its business activities, or is listed on a stock market, or in the jurisdictions in which the parent company of such Party is organized or registered carries out most of its business activities, or is listed on a stock market, including, in each case, any of the U.S. Foreign Corrupt Practices Act, the OECD convention on anti-bribery, the U.K. Bribery Act of 2010, E.U. and E.U. member country anti-bribery and corruption Laws, and any other corruption or similar statute, regulation, order or convention binding on the applicable Person, as each may be amended from time to time, and including any implementing regulations promulgated pursuant thereto.
Bankrupt” or “Bankruptcy” means, with respect to any Person: (a) that such Person (i) files in any court pursuant to any statute of the United States or of any state a voluntary petition in bankruptcy or insolvency, (ii) files a petition or answer seeking for such Person a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Law or the appointment of a receiver or a trustee of all or a material portion of such Person’s assets, (iii) makes a general assignment for the benefit of creditors, (iv) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceedings, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in a proceeding of the type described in subclauses (i) through (iv) of this clause (a), (vi) admits in writing its inability to pay its debts as they fall due, or (vii) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of any material portion of its assets; or (b) a petition in bankruptcy or insolvency, or a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any Law has been commenced against such Person, and 60 days have expired without dismissal thereof or with respect to which, without such Person’s consent or acquiescence, a trustee, receiver, or liquidator of such Person or of all or any substantial part of such Person’s Properties has been appointed and 60 days have expired without the appointment’s having been vacated or stayed, or 60 days have expired after the date of expiration of a stay, if the appointment has not previously been vacated.

 
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Business Day” means any day (other than Saturdays, Sundays and national holidays in the United States of America) on which commercial banks are normally open to conduct business in the United States of America.
Capital Commitment” means an amount equal to US$500,000,000.00.
Class A Percentage” has the meaning given to such term in the Partnership Agreement.
Class A Unit” has the meaning given to such term in the Partnership Agreement.
Class A Unit Issue Price” means $5,000,000.
Class C Unit” has the meaning given to such term in the Partnership Agreement.
Class D Unit” has the meaning given to such term in the Partnership Agreement.
Code” means the U.S. Internal Revenue Code of 1986, as amended.
Co-Sale Notice” has the meaning given to such term in Section 8.11.
Confidential Information” has the meaning set forth in Section 5.5.
Contribution Notice” has the meaning set forth in Section 2.1(c)(i).
Date of Substantial Completion” has the meaning given to such term in the Partnership Agreement.
Dispute” has the meaning set forth in Section 8.6.
DOE Agreement” means that certain DOE Agreement to be entered into as of the Phase 1 Project FID date by and among the Partner, Total Gas & Power North America, Inc., the Initial Limited Partner, Driftwood LNG, Tellurian Trading, and the General Partner, substantially in form and substance as set forth on Exhibit F.
Drawdown Date” has the meaning given to such term in the Partnership Agreement.
Drawdown Notice” has the meaning given to such term in the Partnership Agreement.
Driftwood LNG” means Driftwood LNG LLC, a Delaware limited liability company and an Affiliate of the Partnership.
Driftwood LNG Terminal” has the meaning given to such term in the Partnership Agreement.
Driftwood Pipeline” means that certain Gas pipeline that Driftwood LNG Pipeline LLC intends to construct, own, and operate (or have operated on its behalf), and which will interconnect the Driftwood LNG Terminal with other Gas pipelines in Louisiana.

 
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Effective Date” has the meaning set forth in the preamble.
Enforceability Exception” means, with respect to the Transaction Documents, any and all limitations on the enforceability thereof by (a) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws from time to time in effect affecting creditors’ rights and remedies generally; or (b) general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law), including to the extent enforceability of indemnification provisions contained in the Transaction Documents may be limited thereby.
Electronic Transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.
Environmental Law means any Law relating to the prevention of pollution or protection of the environment or imposing legally enforceable liability or standards of conduct concerning any Hazardous Materials.
EPC Contract” has the meaning given to such term in the Partnership Agreement.
Excess LNG SPA” means the LNG sale and purchase agreement to be entered into as of the Phase 1 Project FID Date by and between Driftwood LNG, as seller, and Tellurian Trading (or its Affiliate), as buyer, to be entered into in accordance with Section 4.1(a)(iv), as the same may be amended or restated from time to time.
Exchange Act means the U.S. Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.
Export Control and Sanctions Laws” means export control and sanctions laws and regulations of the United States of America applicable to the Parties, including the Export Administration Regulations, 15 C.F.R. Parts 730 et seq., and economic sanctions administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), 31 C.F.R. Part 500 et seq.
FID” has the meaning given to such term in the Partnership Agreement.
First Funding Date” has the meaning set forth in Section 2.1(c)(i).
First Funding Date Contribution” has the meaning set forth in Section 2.1(c)(i).
GAAP means generally accepted accounting principles in the United States of America as of the Effective Date, provided that for the financial statements of the Partnership prepared as of a certain date, GAAP referenced therein shall be GAAP as of the date of such financial statements.
Gas” means any hydrocarbon or mixture of hydrocarbons consisting predominantly of methane that is in a gaseous state.

 
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General Partner” has the meaning set forth in the preamble.
General Partner LLC Agreement” means the Second Amended and Restated Limited Liability Company Agreement of the General Partner, to be entered into substantially in form and substance as attached hereto as Exhibit B, as the same may be amended or restated from time to time.
Governmental Authority means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Person’s Property is located or which exercises valid jurisdiction over such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority which exercises valid jurisdiction over any such Person or such Person’s Property.
Hazardous Material means (a) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (b) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (c) any petroleum or petroleum product, (d) any polychlorinated biphenyl, and (e) any pollutant, contaminant, hazardous or toxic chemical, material, waste or substance regulated under any applicable Environmental Law.
HMT” has the meaning set forth in Section 3.1(k).
Indebtedness” means indebtedness for borrowed money and the obligations to pay rent or other amounts under a lease of any Property as lessee, the obligations of which are required to be classified or accounted for as a capital lease on the balance sheet of the applicable Person, but expressly does not include short-term trade payables incurred in the ordinary course of business, provided that the payment term for any such trade payables is no longer than 120 days.
Indemnified Party” has the meaning set forth in Section 6.4.
Indemnifying Party” has the meaning set forth in Section 6.4.
Initial Limited Partner” has the meaning given to such term in the Partnership Agreement.
Initial Limited Partner Contribution Agreement” means the equity capital contribution agreement to be entered into on or before the Phase 1 Project FID Date by and between the Partnership and the Initial Limited Partner, substantially in form and substance as set forth on Exhibit H, as the same may be amended or restated from time to time.
“Initial Limited Partner LNG SPA” means the LNG Sale and Purchase Agreement to be entered into as of the Phase 1 Project FID Date by and between Driftwood LNG, as seller, and the Initial Limited Partner (or its Affiliate), as buyer, in the form set forth on Exhibit I, as the same may be amended or restated from time to time.
Initial Three Plant Capex Budget” has the meaning given to such term in the General Partner LLC Agreement, provided that the Initial Three Plant Capex Budget included in Exhibit A-1 attached to the General Partner LLC Agreement attached as Exhibit B hereto may be modified

 
5
 



by Tellurian prior to the Phase 1 Project FID Date, as long as the aggregate expenses authorized thereunder are not increased by more than 5%.
IRS” means the U.S. Internal Revenue Service or any successor agency.
Knowledge of the Partnership” means the actual knowledge of one or more of the Partnership’s chief executive officer, chief operating officer, chief financial officer or general counsel.
Law means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.
Liability” means any liability, Indebtedness, adverse claim or other obligation, direct or indirect, absolute or contingent, whether accrued, vested or otherwise and whether or not reflected or required to be reflected in the financial statements of a Person.
LIBOR” means the rate per annum equal to the London Interbank Offer Rate as administered by ICE Benchmark Administration Limited (or any Person which takes over the administration of that rate) for three-month deposits in US$, as published at or about 11:00 a.m. London time on the applicable London Banking Day.
Lien means any mortgage, claim, encumbrance, pledge, lien (statutory or otherwise), security agreement, conditional sale or trust receipt or a lease, consignment or bailment, preference or priority, assessment, deed of trust, charge, easement, servitude or other encumbrance upon or with respect to any Property of any kind.
Limited Partner” has the meaning given to such term in the Partnership Agreement.
LNG” means Gas in a liquid state at or below its point of boiling and at or near atmospheric pressure.
LNG Marketing Agreement” has the meaning set forth in the LNG SPA attached as Exhibit C hereto.
LNG SPA” means the LNG Sale and Purchase Agreement to be entered into as of the Phase 1 Project FID Date pursuant to Section 4.1 by and between Driftwood LNG, as seller, and the Partner (or its Affiliate), as buyer, a substantially final execution version of which is set forth on Exhibit C, as the same may be amended or restated from time to time.
London Banking Day” means any day (other than Saturdays, Sundays and national holidays in London, England) on which banks are normally open to conduct business in London, England.
Management and Advisory Services Agreement” has the meaning given to such term in the Partnership Agreement.

 
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Material Adverse Effect means any change, event, effect, occurrence, state of facts or development that has a material adverse effect on the condition (financial or otherwise), business, Properties, or results of operations of the Partnership Group, taken as a whole; provided, however, that a Material Adverse Effect will not include any adverse effect on the Partnership Group to the extent such adverse effect results from, arises out of, or relates to (a) a general deterioration in the economy or changes in the general state of the markets or industries in which any member of the Partnership Group operates, (b) any deterioration in the condition of the capital markets or any inability on the part of the Partnership Group to access the capital markets, (c) changes in interest rates, commodity prices, exchange rates, monetary policy, or inflation, (d) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any other calamity or crisis, including acts of terrorism, (e) natural disasters or climate or weather-related events, including earthquakes, hurricanes, floods, and fires, (f) any change in accounting requirements or principles imposed upon any member of the Partnership Group or their respective businesses or any change in applicable Law or the interpretation thereof, (g) any change in the credit rating or outlook of the Partnership or its securities, (h) any failure of the Partnership Group to meet any operating predictions or internal or external projections, forecasts, or estimates of revenue or earnings for any period, (i) any changes, events, effects, occurrences, states of facts or developments generally affecting the prices of natural gas, natural gas liquids or other commodities, or (j) the negotiation, execution, or announcement of the Transactions or the satisfaction of the obligations set forth herein or in any other Transaction Document.
NASDAQ means The NASDAQ Stock Market.
Notice of Sale” has the meaning given to such term in Section 8.11.
OFAC” has the meaning set forth in Section 3.1(k).
Organizational Documents means, with respect to a Person (other than a natural person), such Person’s agreement or certificate of limited partnership, limited liability company agreement, certificate of formation, certificate or articles of incorporation, bylaws or other similar organizational or governing documents.
Partner” has the meaning set forth in the preamble.
Partner Deposit” means the amount that the Partner shall be required to deposit with the Partnership in connection with the execution of this Agreement as set forth in Section 2.1(a) (which shall be $0.00).
Partner Ownership Percentage” means, as of the relevant date of determination (a) with respect to the Partner’s right to enter into an equity capital contribution agreement in respect of the Phase 2 Project, the Partner’s Class A Percentage, and (b) with respect to the Partner’s right to enter into an equity capital contribution agreement in respect of the Phase 3 Project, a percentage equal to the Class A Percentage that the Partner would have assuming that all Class C Units held by all Limited Partners as of such date (if any) were converted into Class A Units in accordance with the terms of Section 4.3(a)(ii)(D) of the Partnership Agreement.

 
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Partner Related Parties” has the meaning set forth in Section 6.1.
Partner Units” means the Class A Units to be issued to the Partner pursuant to this Agreement as of the Phase 1 Project FID Date in respect of the Capital Commitment in accordance with the Partnership Agreement.
Partnership” has the meaning set forth in the preamble.
Partnership Agreement” means the First Amended and Restated Limited Partnership Agreement of the Partnership, to be entered into substantially in form and substance as attached hereto as Exhibit A (as the same may be modified prior to the Phase 1 Project FID Date to incorporate any changes to the form of Partnership Agreement that the General Partner would be permitted to make as amendments to the Partnership Agreement without the consent or approval of the Limited Partners pursuant to Section 10.1(a) of the Partnership Agreement if the Partnership Agreement were already in effect as of the Effective Date), as the same may be amended or restated from time to time.
Partnership Group” means the Partnership and each of its Affiliates.
Partnership Related Parties” has the meaning set forth in Section 6.2.
Party” and “Parties has the meaning set forth in the preamble.
Permits means any approvals, authorizations, consents, licenses, permits, variances, waivers, grants, franchises, concessions, exemptions, orders, registrations or certificates of a Governmental Authority.
Person means any individual, corporation, partnership, trust, unincorporated organization or other legal entity, including any Governmental Authority.
Phase 1 FID” means a positive final investment decision by the General Partner in respect of the Phase 1 Project, as declared by the General Partner on the Phase 1 Project FID Date in accordance with the terms of the General Partner LLC Agreement, which final investment decision shall be subject to the satisfaction of the conditions set forth in Section 5.1(b)(i) of the General Partner LLC Agreement, provided that Phase 1 FID taken on the full Phase 1 Project may be qualified with respect to certain Pipelines and related infrastructure that will ultimately be part of the Phase 1 Project (including the Pipelines and related infrastructure described in clause (c) of the definition of Phase 1 Project below but excluding the Driftwood Pipeline) as being subject to relevant regulatory, permitting, or similar requirements.
Phase 1 Plants” means, collectively, Plant 1, Plant 2, and Plant 3.
Phase 1 Project” means, collectively, the Phase 1 Plants, associated facilities, and associated Pipelines and Production Facilities, which shall include (a) the Phase 1 Plants and the related infrastructure for production of 16.56 MTPA of LNG, (b) the Driftwood Pipeline and related infrastructure, and (c) the Permian Global Access Pipeline and related infrastructure – PGAP

 
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(approx. 2Bcf/d capacity) or for the latter, any other equivalent asset allowing the Partnership and its Affiliates to access competitive gas prices in the Permian Basin.
Phase 1 Project FID Date” means the date on which Phase 1 FID has been declared by the General Partner in accordance with Section 5.1(b)(i) of the General Partner LLC Agreement.
Phase 2 Project” has the meaning given to such term in the Partnership Agreement.
Phase 3 Project” has the meaning given to such term in the Partnership Agreement.
Pipelines” has the meaning given to such term in the Partnership Agreement.
Plant” has the meaning given to such term in the Partnership Agreement.
Plant 1” has the meaning given to such term in the Partnership Agreement.
Plant 2” has the meaning given to such term in the Partnership Agreement.
Plant 3” has the meaning given to such term in the Partnership Agreement.
Production Facilities” has the meaning given to such term in the Partnership Agreement.
Property means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible (including intellectual property rights).
Public Official” means an elected or appointed official, and any person employed or used as an agent of any national, regional, or local government/state or department, body, or agency of any such administration or any company in which such a government/state owns, directly or indirectly, a majority or controlling interest, an official of a political party, a candidate for public office, and any official, employee, or agent of any public international organization.
Representatives means, with respect to a specified Person, the officers, directors, managers, employees, and agents, of such Person.
Sanctions” has the meaning set forth in Section 3.1(k).
SEC means the United States Securities and Exchange Commission.
Securities Act means the U.S. Securities Act of 1933, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.
Subsequent Phase Project” has the meaning given to such term in the Partnership Agreement.
Tax Return means any return, report or similar filing (including attached schedules) filed or required to be filed with respect to Taxes (and any amendments thereto), including any information return, claim for refund or declaration of estimated Taxes.

 
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Taxes means any federal, state, local or foreign income, gross receipts, franchise, payroll, employment, excise, ad valorem, severance, stamp, occupation, windfall, profits, customs, capital stock, withholding, social security, retirement, unemployment, disability, workers compensation, real property, personal property, sales, use, transfer, value added, net worth, recording, escheat or unclaimed property, alternative, add-on minimum or other taxes, fees and charges, imposed by the IRS or any other taxing authority (whether domestic (including a U.S. possession) or foreign including any state, county, local or foreign government or any subdivision or taxing agency thereof), whether computed on a separate, consolidated, unitary, combined or any other basis, and such term will include any interest whether paid or received, penalties or additional amounts attributable to, or imposed upon, or with respect to any such taxes, charges, fees, levies or other assessments.
Tellurian has the meaning set forth in the recitals.
Tellurian SEC Documents” means all documents filed by Tellurian prior to or on the Effective Date with the SEC.
Tellurian Trading” means Tellurian Trading UK Ltd., an Affiliate of Tellurian.
Third-Party Claim” has the meaning set forth in Section 6.4.
Transaction Documents” means: (a) this Agreement, (b) the Partnership Agreement, and (c) the LNG SPA.
Transactions” means the transactions contemplated by the Transaction Documents.
Unfunded Commitment” has the meaning, with respect to the Partner, given to such term in the Partnership Agreement.
Unit” has the meaning given to such term in the Partnership Agreement.
1.2    Interpretation; Construction. In this Agreement, except to the extent the context otherwise requires:
(a)    the division of this Agreement into articles, sections and other subdivisions, the provision of a table of contents and the insertion of headings are for the convenience of reference only and do not affect the construction or interpretation of this Agreement;
(b)    unless otherwise indicated, all references to an “Article,” “Section,” “Schedule,” or “Exhibit” followed by a number or letter refer to the specified article, section, schedule, or exhibit of this Agreement, and the terms “this Agreement,” “hereof,” “herein,” “hereby,” “hereunder” and similar expressions refer to this Agreement and not to any particular Article or Section hereof;
(c)    all references to a given agreement, instrument or other document are references to such agreement, instrument or other document as modified, amended, supplemented and restated from time to time;

 
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(d)    whenever the singular masculine or neuter is used in this Agreement, it means the plural, feminine, body politic or corporate, and vice versa, as the context requires, and where a term is defined herein, a capitalized derivative or cognate of such term has a corresponding meaning unless the context otherwise requires;
(e)    all dollar amounts referred to in this Agreement (including the Exhibits and Schedules) are in lawful money of the United States;
(f)    whenever the word “include,” “includes” or “including” is used in this Agreement, it is deemed to be followed by the words “without limitation” (except where such words or words of similar import actually follow in the text hereof);
(g)    except where the context indicates otherwise, the word “or” is used inclusively herein (for example, the phrase “X or Y” means “X or Y or both” and not “either X or Y but not both”);
(h)    any reference to a statute includes, and is deemed to be, a reference to such statute and to the rules, regulations, ordinances, interpretations, policies and guidance made pursuant thereto, and all amendments made to such statute and other such implementing provisions implemented and enforced from time to time, and to any statute or other implementing provisions subsequently passed or adopted having the effect of supplementing or replacing such statute or such other implementing provisions; and
(i)    if there is any conflict or inconsistency between a provision of the body of this Agreement and that of an Exhibit or any document delivered pursuant to this Agreement, the provision of the body of this Agreement prevails.
Without limiting the generality of the foregoing, it is the intention of the Parties that every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Person (notwithstanding any rule of law requiring an Agreement to be strictly construed against the drafting party), it being understood that the Parties are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement.
ARTICLE 2
CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS
2.1    Capital Contributions; Partnership Interests.
(a)    The Partner will not be required to make a deposit in connection with the execution of this Agreement, and therefore the amount of the Partner’s Partner Deposit for purposes of the Partnership Agreement shall be $0.00.
(b)    The Partner shall make capital contributions to the Partnership in respect of its Unfunded Commitment in accordance with the terms and subject to the conditions set

 
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forth in Section 2.1(c) hereof and Section 4.3 of the Partnership Agreement. Schedule 2.1(b) hereof sets forth the Partnership’s anticipated schedule of capital contribution requirements in respect of the Partner’s Unfunded Commitment under Section 4.3 of the Partnership Agreement as of the Effective Date; provided, however, that the Partner acknowledges that the estimated capital contribution dates and amounts set forth on Schedule 2.1(b) hereof are estimates only based on information available to the Partnership as of the Effective Date and that the dates and amounts of required capital contributions in respect of the Partner’s Unfunded Commitment are subject to change based on events occurring after the Effective Date. The Partnership will endeavor to provide reasonable advance written notice to the Partner (and any Affiliate of the Partner that will be a party to the LNG SPA) of the approximate date of each Drawdown Date (including the First Funding Date), including, to the extent reasonably practicable, one such notice 60 days prior to the estimated Drawdown Date, and an updated notice 30 days prior to the estimated Drawdown Date. The actual Drawdown Date shall be set forth in the applicable Drawdown Notice (including the Contribution Notice), which shall be delivered at least 15 Business Days prior to the applicable Drawdown Date.
(c)    Upon the occurrence of the Phase 1 Project FID Date, subject to the conditions in Section 4.1 having been satisfied or waived in writing by the Party for whose benefit they exist:
(i)    the General Partner will deliver to the Partner a written notice (the “Contribution Notice”) setting forth (A) the capital contribution amount required to be contributed by the Partner to the Partnership, which shall be $150,000,000.00 (the “First Funding Date Contribution”); (B) the date by which the First Funding Date Contribution is to be funded (which date shall be no earlier than 15 Business Days after delivery of the Contribution Notice in accordance with Section 8.1) (such date, the “First Funding Date”), and (C) the depositary institution and account of the Partnership into which the First Funding Date Contribution is to be made;
(ii)    the Partner will make the First Funding Date Contribution on the First Funding Date in accordance with the Contribution Notice;
(iii)    the full amount of the First Funding Date Contribution will be deemed a capital contribution made by the Partner to the Partnership;
(iv)    contemporaneously with the execution and delivery of this Agreement, the Partner will provide to the Partnership a counterpart of each of the (A) Partnership Agreement, duly executed by the Partner, (B) LNG SPA, duly executed by the Partner (or its Affiliate), and (C) DOE Agreement, duly executed by the Partner and Total Gas & Power North America, Inc., each of which shall be held in escrow by the Partnership until the Phase 1 Project FID Date, at which time, each such counterpart will automatically be deemed released and delivered by the Partner (or its Affiliate) with no further action on the part of any Person, including the Partnership and the Partner (or its Affiliate), and the Partner (or its Affiliate) shall

 
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be deemed to have executed and delivered the Partnership Agreement, LNG SPA, and DOE Agreement; and
(v)    contemporaneously with the Phase 1 Project FID Date, the Partner will be (A) issued a number of Class A Units equal to (1) the Capital Commitment, divided by (2) the Class A Unit Issue Price, and (B) admitted to the Partnership as a Limited Partner.
Notwithstanding the foregoing, if the Phase 1 Project FID Date does not occur within 24 months after the Effective Date, then at any time thereafter but prior to the time, if any, that the Phase 1 Project FID Date occurs, either Party may give notice of termination of this Agreement, in which case, (I) the Partner will not be issued any Class A Units or be admitted to the Partnership as a Limited Partner, (II) the Partner will not be obligated to fund the First Funding Date Contribution or have any further contribution obligations hereunder, (III) the counterparts of the Partnership Agreement, the LNG SPA, and the DOE Agreement executed and delivered into escrow by the Partner pursuant to Section 2.1(c)(iv) shall not go into effect and shall be rescinded, terminated, void, and of no further force or effect, and (IV) this Agreement shall terminate, subject to Section 7.2.
(d)    If the Partner defaults on making (i) all or a portion of the First Funding Date Contribution on the First Funding Date, or (ii) a required capital contribution of any portion of its Unfunded Commitment as specified by the Partnership Agreement, and such failure continues for 45 days after the First Funding Date or other date as set forth in the Partnership Agreement, as applicable, then the Partner will be deemed in breach of its obligations under this Agreement for such unpaid amounts. The Partner acknowledges that the relationship between the Partner and the Partnership is uniquely essential to the business of the Partnership and a breach of one or more provisions under this Section 2.1 shall cause irreparable injury to the Partnership for which monetary damages are inadequate, difficult to compute, or both. Accordingly, the Partner agrees that, in addition to any legal or other equitable damages that the Partnership is entitled to recover, the provisions of this Section 2.1, including, without limitation, the provisions requiring the Partner to join the Partnership as a Limited Partner and fund its Unfunded Commitment, may be enforced by specific performance and that the Partnership shall be entitled to injunctive relief (without posting any bond or other security) in order to enforce the provisions of this Agreement. The Partner further acknowledges that the Partnership might suffer irreparable harm due to delay if, as a condition to obtaining equitable remedies, the Partnership were required to demonstrate it would suffer irreparable harm. The Parties therefore intend that if the Partner breaches one or more of its obligations under Section 2.1, then for purposes of determining whether to grant an equitable remedy, a court will assume that breach would cause the Partnership irreparable harm. The Partnership shall, in its sole discretion, have the right to enforce by specific performance the Partner’s obligations hereunder as contemplated in the foregoing sentences or require the Partner to (A) forfeit all of the Partner Units to the Partnership and all of its rights to distributions under the Partnership Agreement, in each case, for no consideration, and (B) cease to be a limited partner of the Partnership (to the extent it has

 
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previously been admitted as a Limited Partner), each as further set forth under Section 4.3(c) of the Partnership Agreement.
2.2    Intended Tax Treatment. The Parties agree that, for U.S. federal tax purposes and for all other applicable Tax purposes, except to the extent otherwise required by applicable Law, the Parties will report (and will not act or take a position inconsistent with reporting) the payment of the First Funding Date Contribution to the Partnership pursuant to Section 2.1(c)(iii) as a contribution of property at such time by the Partner to the Partnership in accordance with Section 721 of the Code.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1    Representations and Warranties of the Partnership. The following representations and warranties are made by the Partnership to the Partner on the Effective Date, unless specifically limited only to certain dates:
(a)    Organization; Good Standing. The Partnership and each of its Affiliates (i) is a limited partnership, limited liability company, corporation, or other business entity, validly existing under the Laws of the state of its formation and is in good standing under such Laws; (ii) has the requisite power and authority to own, lease and operate its Properties and to conduct its business as currently conducted in all material respects and (iii) is duly registered or qualified as a limited partnership, limited liability company, corporation, or other business entity, as applicable, for the transaction of business under the Laws of each jurisdiction in which the character of the business conducted by it or the nature or location of the Properties owned or leased by it makes such registration or qualification necessary, except where the failure to so register or qualify would not reasonably be expected to have a Material Adverse Effect.
(b)    Authorization: Enforceability. The Partnership has, or as of the Phase 1 Project FID Date will have, all requisite limited partnership power and authority to issue, sell and deliver the Partner Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. All limited partnership action required to be taken by or on behalf of the Partnership for the authorization, issuance, sale and delivery of the Partner Units, the execution and delivery of the Transaction Documents and the consummation of the Transactions have been taken or will have been taken as of the Phase 1 Project FID Date. Each of the Transaction Documents has been or will be, as of the Phase 1 Project FID Date, duly and validly authorized by the Partnership and constitutes or will constitute, as of the Phase 1 Project FID Date, the legal, valid and binding obligation of the Partnership (assuming the due authorization, execution and delivery thereof by the Partner and the other parties thereto, as applicable), enforceable against the Partnership in accordance with its terms, except as such enforceability may be limited by the Enforceability Exception.
(c)    Approvals. No authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or

 
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registration with, any Governmental Authority or any other Person is required by the Partnership in connection with the execution, delivery or performance by the Partnership of this Agreement or the Partnership Agreement with respect to the Partnership’s issuance and sale of the Partner Units, except (i) as may be required under federal or state securities or “Blue Sky” Laws, (ii) as may be required by the rules and regulations of NASDAQ, or (iii) where the failure to receive such authorization, consent, approval, waiver, license, qualification or written exemption or to make such filing, declaration, qualification or registration would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Partnership to consummate the Transactions.
(d)    Partner Units. Upon issuance in accordance with the Partnership Agreement, the Partner Units will be duly authorized, validly issued, fully paid and non-assessable and will be free and clear of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, under the Act, or under applicable state and federal securities Laws, and (ii) Liens created or permitted by the Partner.
(e)    Litigation. Except as may be set forth in the Tellurian SEC Documents, there are no legal or governmental proceedings pending to which any member of the Partnership Group is a party or to which any Property of any such Person is subject, that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or which challenges the validity of any of the Transaction Documents or the right of the Partnership to enter into any of the Transaction Documents or to perform its obligations under the Transaction Documents.
(f)    No Default. No member of the Partnership Group is in breach, default (or an event that, with notice or lapse of time or both, would constitute such an event), or violation in the performance of any obligation, covenant or condition contained in any bond, debenture, note or any other evidence of Indebtedness or in any agreement, indenture, lease or other instrument to which such Person is a party or by which such Person or any of its Properties is bound, which breach, default or violation would, if continued, reasonably be expected to materially impair the ability of the Partnership to consummate the Transactions.
(g)    No Conflicts. None of (i) the offering, issuance and sale by the Partnership of the Partner Units, (ii) the execution, delivery and performance of the Transaction Documents by the Partnership, or (iii) the consummation of the Transactions by the Partnership (A) constitutes a violation of the Organizational Documents of any member of the Partnership Group, (B) constitutes a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any member of the Partnership Group is a party or by which any member of the Partnership Group or any of their respective Properties is bound, (C) violates any statute, Law, Permit, or regulation or any order, judgment, decree, or injunction of any court or Governmental Authority applicable to the Partnership, or (D) results in the creation or imposition of any Lien upon any Property of the Partnership, which conflicts, breaches,

15



violations, defaults, or Liens, in the case of clause (B), (C), or (D) above, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Partnership to consummate the Transactions.
(h)    No Labor Disputes. No labor dispute with the employees of any member of the Partnership Group exists or, to the Knowledge of the Partnership, is imminent, that would reasonably be expected to have a Material Adverse Effect.
(i)    Insurance. Except as would not reasonably be expected to have a Material Adverse Effect, each member of the Partnership Group carries, or is covered by, insurance from insurers of recognized financial responsibility in such amounts and covering such risks as are reasonably adequate for the conduct of their respective businesses as conducted as of the Effective Date and the value of their respective Properties and as is customary for companies engaged in similar businesses in similar industries. Except as would not reasonably be expected to have a Material Adverse Effect: (i) all policies of insurance of the Partnership Group are in full force and effect; and (ii) each member of the Partnership Group is in compliance with the terms of such policies.
(j)    Taxes.
(i)    Each member of the Partnership Group has filed all Tax Returns required to have been filed (taking into account all valid extensions), such Tax Returns are true, accurate and complete in all material respects and have been completed in accordance with applicable Law, and all Taxes due and payable by any member of the Partnership Group (whether or not shown on such Tax Returns) have been paid in full, except for those which are being contested in good faith and by appropriate proceedings and in respect of which adequate reserves with respect thereto are maintained in accordance with GAAP.
(ii)    No member of the Partnership Group has (A) had any Tax deficiency proposed or assessed against it that has not been fully resolved and satisfied, or (B) executed any waiver of any statute of limitations on the assessment or collection of any Tax that remains outstanding. There is no pending audit, suit, proceeding, claim, examination, or other administrative or judicial proceedings ongoing, pending, or, to the Knowledge of the Partnership, threatened, with respect to any Taxes of any member of the Partnership Group. No written claim has ever been made against or with respect to any member of the Partnership Group by any Governmental Authority in a jurisdiction where the Partnership Group does not file Tax Returns that a member of the Partnership Group is or may be subject to taxation by that jurisdiction in respect of material Taxes that would be covered by or the subject of such Tax Return.
(iii)    No member of the Partnership Group has any material liability for Taxes of any other Person (other than another member of the Partnership Group) as a transferee or successor, by contract, by Law, or otherwise.

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(iv)    No member of the Partnership Group is a party to any material Tax allocation, Tax indemnity, or Tax sharing agreement or similar agreement or arrangement (excluding customary Tax indemnification provisions in commercial contracts not primarily relating to Taxes).
(v)    The members of the Partnership Group have timely withheld, collected, deposited, or paid all material Taxes required to have been withheld, collected, deposited, or paid by the Partnership Group, as the case may be.
(vi)    The Partnership is, and at all times since its formation has been, treated either as a “disregarded entity” (within the meaning of Treasury Regulation Section 301.7701-3(a)) or a partnership (within the meaning of Section 761(a) of the Code) for U.S. federal income tax purposes. Each other member of the Partnership Group is, and at all times since its formation has been, treated as a “disregarded entity” (within the meaning of Treasury Regulation Section 301.7701-3(a)) for U.S. federal income tax purposes.
(k)    Sanctions. The Partnership is not a Person that is, or that is owned or controlled by any Person that is, currently the subject or target of any sanction (“Sanctions”) administered or enforced by the United States Government (including the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”), or any other relevant sanctions authority applicable to it) or whose assets have been frozen pursuant to such Sanctions, unless, in each case, such Sanctions do not prohibit entering into business relationships with such Person.
(l)    Compliance with Laws. No member of the Partnership Group is in violation of any applicable Law, except, with respect to applicable Laws other than Anti-Corruption Laws and Export Control and Sanctions Laws, where such violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In the performance of this Agreement and the activities contemplated herein, neither the Partnership, nor any of its officers, directors, employees, agents, or other representatives have taken any action, or omitted to take any action, which would violate any applicable Anti-Corruption Law, any applicable Export Control and Sanctions Laws, or any other Law applicable to the Partnership. Any contract, license, concession, or other asset contributed to the Partnership (i) has been or will be procured in compliance with applicable Laws, and (ii) has been or will be obtained, and has been or will be transferred to the Partnership without recourse to the use of unlawful payments. Without limiting the foregoing, neither the Partnership, the General Partner, nor any of their respective directors, managers, officers, employees, agents, contractors, or Affiliates has paid any fees, commissions, rebates, gift, promise, or other benefit, directly or indirectly, to any employee, officer, or agent of any Limited Partner or any of their respective Affiliates or to any Public Official, or any political party, or has provided or caused to be provided to any of them any gifts or entertainment of significant cost or value in connection with this Agreement in order to influence or induce any actions or inactions in connection with the commercial activities of the Partnership

17



hereunder or, more generally, when such payments, gifts, promises or benefits would be in violation of the Anti-Corruption Laws or the representations and warranties set out in this Section 3.1(l).
(m)    Permits and Licenses. Each member of the Partnership Group (i) possesses all Permits issued by each Governmental Authority necessary to conduct such Person’s respective businesses as conducted as of the Effective Date, except where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) has fulfilled and performed all of its obligations with respect to the Permits of such Person described in clause (i) above, and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof, except for any of the foregoing that would not reasonably be expected to have a Material Adverse Effect.
(n)    Environmental Laws. The operations of the Partnership Group are in compliance with all applicable Environmental Laws and no occurrences or conditions currently exist that would reasonably be expected to adversely affect the Partnership Group’s continued compliance with such Environmental Laws, except as (i) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) have been disclosed in the Tellurian SEC Documents. There are no present claims asserted against any member of the Partnership Group under applicable Environmental Laws, including claims relating to the release, spill or disposal of any Hazardous Material resulting from the operations of the Partnership Group, except as such claims (A) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) have been disclosed in the Tellurian SEC Documents.
(o)    Required Disclosures and Descriptions. There are no legal or governmental proceedings pending or, to the Knowledge of the Partnership, threatened, against any member of the Partnership Group, or to which any member of the Partnership Group is a party, or to which any of their respective Properties is subject, that are required to be described in the Tellurian SEC Documents but are not described as required, and there are no agreements, contracts, indentures, leases or other instruments that are required to be described in the Tellurian SEC Documents or to be filed as an exhibit to the Tellurian SEC Documents that are not described or filed as required by the Securities Act or the Exchange Act.
3.2    Representations and Warranties of the Partner. The Partner represents and warrants the following to the Partnership on the Effective Date and as of the Phase 1 Project FID Date:
(a)    Organization; Good Standing. The Partner (i) is duly organized, validly existing under the Laws of its jurisdiction of formation and in good standing under such Laws; (ii) has the requisite power and authority to own, lease and operate its Properties and to conduct its business as currently conducted in all material respects; and (iii) is duly registered or qualified for the transaction of business under the Laws of each jurisdiction in which the character of the business conducted by it or the nature or location of the Properties

18


owned or leased by it makes such registration or qualification necessary, except where the failure to so register or qualify would not reasonably be expected to materially impair the ability of the Partner to consummate the Transactions.
(b)    Authorization; Enforceability. The Partner (and any Affiliate of the Partner that is party to any Transaction Document) has all requisite legal power and authority to enter into, deliver and perform its obligations under the Transaction Documents to which it is a party. All action required to be taken by the Partner (and any Affiliate of the Partner that is party to any Transaction Document) for its execution and delivery of the Transaction Documents and the consummation of the Transactions have been taken. Each of the Transaction Documents has been duly and validly authorized by the Partner (and any Affiliate of the Partner that is party to any Transaction Document) and constitutes the legal, valid and binding obligations of the Partner (and any Affiliate of the Partner that is party to any Transaction Document), assuming the due authorization, execution and delivery thereof by the Partnership and the other parties thereto, as applicable, enforceable against the Partner (and any Affiliate of the Partner that is party to any Transaction Document) in accordance with its terms, except as such enforceability may be limited by the Enforceability Exception.
(c)    Approvals. No authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required by the Partner in connection with the execution, delivery or performance by the Partner (and any Affiliate of the Partner that is party to any Transaction Document) of the Transaction Documents, except where the failure to receive such authorization, consent, approval, waiver, license, qualification or written exemption or to make such filing, declaration, qualification, or registration would not, individually or in the aggregate, reasonably be expected to materially impair the ability of the Partner (and any Affiliate of the Partner that is party to any Transaction Document) to consummate the Transactions
(d)    No Conflicts. None of (i) the execution, delivery and performance of the Transaction Documents by the Partner (or any Affiliate of the Partner that is party to any Transaction Document) or (ii) the consummation of the Transactions by the Partner (or any Affiliate of the Partner that is party to any Transaction Document) (A) constitutes a violation of the Organizational Documents of the Partner (or any Affiliate of the Partner that is party to any Transaction Document), (B) constitutes a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Partner (or any Affiliate of the Partner that is party to any Transaction Document) is a party or by which the Partner (or any Affiliate of the Partner that is party to any Transaction Document) or any of its Properties is bound, (C) violates any statute, Law, Permit, or regulation or any order, judgment, decree or injunction of any court or Governmental Authority applicable to the Partner, (or any Affiliate of the Partner that is party to any Transaction Document), or (D) will result in the creation or imposition of any Lien upon any Property of the Partner (or any Affiliate of the Partner that is party to any Transaction Document) or the Partnership Group, which conflicts, breaches, violations,

 
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defaults or Liens, in the case of clause (B), (C), or (D) above, would materially impair the ability of the Partner (or any Affiliate of the Partner that is party to any Transaction Document) to consummate the Transactions.
(e)    Absence of Litigation. There is no action, suit, claim, investigation, or proceeding of any kind pending or, to the knowledge of the Partner, threatened, before any court, arbitration panel, or Governmental Authority having jurisdiction against the Partner (or any Affiliate of the Partner that is party to any Transaction Document) that could reasonably be expected to adversely affect the Partner’s ability (or the ability of any Affiliate of the Partner that is party to any Transaction Document) to execute, deliver, and perform its obligations under this Agreement or any of the other Transaction Documents.
(f)    Certain Fees. No fees or commissions are or will be payable by the Partner or the Partnership to brokers, finders or investment bankers with respect to the purchase of the Partner Units or any other Units issued or to be issued to the Partner under the Partnership Agreement based on arrangements or contracts entered into by or on behalf of the Partner or its Affiliates.
(g)    Unregistered Securities.
(i)    Accredited Investor Status: Sophisticated Investor. The Partner is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is able to bear the risk of its investment in the Partner Units. The Partner has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its purchase of the Partner Units.
(ii)    Information. The Partner and its Representatives have been furnished with all materials relating to the business, finances, and operations of the Partnership Group that have been requested and materials relating to the offer and sale of the Partner Units that have been requested by the Partner. The Partner and its Representatives have been afforded the opportunity to ask questions of the Partnership Group. The Partner understands that its purchase of the Partner Units involves a high degree of risk. The Partner has sought such accounting, legal, and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Partner Units.
(iii)    Transfer Restrictions. The Partner understands that, in addition to any applicable restrictions on transfer of the Partner Units under applicable Law, the Partner Units will be subject to restrictions on transfer as set forth in the Partnership Agreement.
(iv)    Purchase Representation. The Partner Units to be acquired by the Partner under the Transaction Documents will be acquired by the Partner for its own account and not with a view to distribution in violation of any securities Laws. The Partner has been advised and agrees that the Partner Units are “restricted securities” under applicable U.S. federal and state securities Laws and have not been registered

 
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under the Securities Act or qualified under the “Blue Sky” Laws of any jurisdiction and may be resold or transferred only if registered pursuant to the provisions of the Securities Act and qualified under applicable “Blue Sky” Laws (or if eligible, pursuant to the applicable provisions promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act and applicable qualification requirements under “Blue Sky” Laws). The Partner understands that there is no public trading market for the Units, that none is expected to develop and that the Partner Units must be held indefinitely.
(v)    Reliance by the Partnership. The Partner understands that the Partner Units to be issued to the Partner under the Transaction Documents are being offered and sold in reliance on an exemption from the registration requirements of federal and state securities Laws and that the Partnership is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Partner set forth herein and in the Partnership Agreement in order to determine the applicability of such exemption and the suitability of the Partner to acquire such Partner Units.
(h)    Sufficient Funds. The Partner has and will have available to it sufficient funds to enable the Partner to pay in full the entire amount of its Capital Commitment in immediately available cash funds.
(i)    Sanctions. The Partner is not, and will not be, a Person that is, or that is owned or controlled by any Person that is, currently the subject or target of any Sanctions administered or enforced by the United States Government (including OFAC, the United Nations Security Council, the European Union, HMT, or any other relevant sanctions authority applicable to it) or whose assets have been frozen pursuant to such Sanctions, unless, in each case, such Sanctions do not prohibit entering into business relationships with such Person.
(j)    Compliance with Laws. In the performance of this Agreement and the activities contemplated herein, neither the Partner, nor any of its officers, directors, employees, agents or other representatives have taken any action, or omitted to take any action, which would (i) violate any applicable Anti-Corruption Law, any applicable Export Control and Sanctions Laws, or any other Law applicable to the Partner, or (ii) cause the Partnership to be in violation of any Anti-Corruption Law or Export Control and Sanctions Law applicable to the Partnership. Any contract, license, concession, or other asset contributed to the Partnership (i) has been or will be procured in compliance with applicable laws, and (ii) has been or will be obtained, and has been or will be transferred to the Partnership without recourse to the use of unlawful payments. Without limiting the foregoing, neither the Partner nor any of its directors, managers, officers, employees, agents, contractors or Affiliates has paid any fees, commissions, rebates, gift, promise, or other benefit, directly or indirectly, to any employee, officer, or agent of the Partnership or any of its Affiliates or to any Public Official, or any political party, or has provided or caused

 
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to be provided to any of them any gifts or entertainment of significant cost or value in connection with this Agreement in order to influence or induce any actions or inactions in connection with the commercial activities of the Partnership hereunder or, more generally, when such payments, gifts, promises, or benefits would be in violation of the Anti-Corruption Laws or the representations and warranties set out in this Section 3.2(j).
(k)    Other Representations. The Partner is not relying on any representations or warranties whatsoever, express, implied, at common law, statutory or otherwise, except for the representations or warranties expressly set out in this Agreement.
(l)    Reliance. The Partner acknowledges and agrees that SG Americas Securities, LLC, in its capacity as placement agent on behalf of the Partnership, shall be entitled to rely on the foregoing representations and warranties of the Partner set forth in this Section 3.2.
ARTICLE 4
CONDITIONS TO OBLIGATIONS OF PARTNER
4.1    Phase 1 Project FID Date.
(a)    The obligations of the Partner to make the First Funding Date Contribution and to consummate the other transactions set forth in Section 2.1(b) will be subject to fulfillment of the following conditions (or waiver thereof by the Partner):
(i)    the representations and warranties of the Partnership set forth in (A) Section 3.1 (other than Sections 3.1(a) (Organization; Good Standing); 3.1(b) (Authorization; Enforceability); 3.1(d) (Partner Units); 3.1(j)(vi) (Taxes - Classification); and 3.1(k) (Sanctions)) will be true and correct as of the Effective Date and as of the Phase 1 Project FID Date as though made on and as of such date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (B) Sections 3.1(a) (Organization; Good Standing); 3.1(b) (Authorization; Enforceability); 3.1(d) (Partner Units); 3.1(j)(vi) (Taxes - Classification); and 3.1(k) (Sanctions) will be true and correct as of the Effective Date and as of the Phase 1 Project FID Date as though made on and as of such date;
(ii)    the Phase 1 Project FID Date will have occurred;
(iii)    the Partnership will not have breached, in any material respect, any covenant of the Partnership set forth in Article 5, to the extent required to be complied with by the Partnership at or prior to the Phase 1 Project FID Date;

 
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(iv)    the Partner will have received a copy of each of (A) the Partnership Agreement (duly executed by the General Partner and the Initial Limited Partner), (B) the LNG SPA (duly executed by Driftwood LNG), (C) the General Partner LLC Agreement (duly executed by Tellurian), (D) the LNG Marketing Agreement (duly executed by Driftwood LNG and Tellurian Trading, and substantially in form and substance as set forth in Exhibit D), (E) the Excess LNG SPA (duly executed by Driftwood LNG and Tellurian Trading substantially in form and substance as set forth in Exhibit E, with such changes as may be necessary to conform such agreement to the LNG sale and purchase agreements entered into with other Limited Partners as of the Phase 1 Project FID Date, other than terms in respect of quantities and credit support), (F) the DOE agreement (duly executed by the Initial Limited Partner, Tellurian Trading, Driftwood LNG, and the General Partner), (G) the Initial Limited Partner Contribution Agreement (duly executed by the Initial Limited Partner and the Partnership), and (H) the Initial Limited Partner LNG SPA (duly executed by the Initial Limited Partner (or its Affiliate) and Driftwood LNG), in each case, as in effect as of the Phase 1 Project FID Date;
(v)    no temporary restraining order, preliminary or permanent injunction, or other judgment or order issued by any Governmental Authority and no Law will be in effect restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Transactions; and
(vi)    the Partnership will have received the opinion of Morgan, Lewis & Bockius LLP (or another reputable law firm of national standing that is reasonably acceptable to the Partnership), dated as of the Phase 1 Project FID Date, in form and substance reasonably acceptable to the Partnership (a form of which is attached hereto as Exhibit G), to the effect that, based on the facts, representations, and assumptions set forth in such opinion, and subject to such qualifications and limitations as may be set forth in such opinion, (A) the Partnership should be treated as a partnership for U.S. federal income tax purposes, and (B) the Partner’s contributions to the Partnership in respect of its Capital Commitment should be treated as contributions of property by the Partner to the Partnership in accordance with Section 721 of the Code.
(b)    The obligations of the Partnership to consummate the transactions set forth in Section 2.1(b) on the Phase 1 Project FID Date will be subject to fulfillment of the following conditions (or waiver thereof by the Partnership):
(i)    the representations and warranties of the Partner set forth in (A) Section 3.2 (other than Sections 3.2(a) (Organization; Good Standing); 3.2(b) (Authorization; Enforceability); 3.2(f) (Certain Fees); 3.2(g) (Unregistered Securities); 3.2(i) (Sanctions); and Section 3.2(j) (Compliance with Laws)) will be true and correct as of the Effective Date and as of the Phase 1 Project FID Date as though made on and as of such date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, prevent or materially delay the consummation of the Transactions or the ability of the Partner (or

 
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any Affiliate of the Partner that is party to any Transaction Document) to fully perform its covenants and obligations under this Agreement or any of the other Transaction Documents, and (B) Sections 3.2(a) (Organization; Good Standing); 3.2(b) (Authorization; Enforceability); 3.2(f) (Certain Fees); 3.2(g) (Unregistered Securities); 3.2(i) (Sanctions); and 3.2(j) (Compliance with Laws) will be true and correct as of the Effective Date and as of the Phase 1 Project FID Date as though made on and as of such date;
(ii)    the Phase 1 Project FID Date will have occurred;
(iii)    the Partnership will have received counterparts of each of the Partnership Agreement, the LNG SPA, and the DOE Agreement, in each case, duly executed by the Partner (or its Affiliate, as applicable);
(iv)    the Partner will not have breached, in any material respect, any covenant of the Partner set forth in Article 5, to the extent required to be complied with by the Partner at or prior to the Phase 1 Project FID Date; and
(v)    no temporary restraining order, preliminary or permanent injunction, or other judgment or order issued by any Governmental Authority and no Law will be in effect restraining, enjoining, making illegal, or otherwise prohibiting the consummation of the Transactions.
4.2    Subsequent Funding Dates. The Partner shall make the First Funding Date Contribution in accordance herewith and shall make all other capital contributions required to be made by the Partner up to the amount of its Unfunded Commitment (as calculated from time to time in accordance with the Partnership Agreement) as set forth in Section 4.3 of the Partnership Agreement. From time to time, the Partnership may call for additional capital contributions from the Limited Partners in excess of their respective capital commitments to the Partnership as set forth in the Partnership Agreement.
ARTICLE 5
COVENANTS
5.1    Cooperation; Further Assurances. Each of the Partnership and the Partner will use its respective commercially reasonable efforts to obtain all approvals and consents required by, or necessary to consummate the transactions contemplated by this Agreement. Each of the Partnership and the Partner agrees to execute and deliver all such documents or instruments, to take all appropriate action and to do all other things it determines to be necessary, proper or advisable under applicable Laws and regulations or as otherwise reasonably requested by the other to consummate the transactions contemplated by this Agreement. The Partner will cooperate with the Partnership to provide any information necessary for any applicable securities filings in connection with the transactions contemplated by this Agreement or the Partnership Agreement.
5.2    Use of Proceeds. The proceeds of the First Funding Date Contribution will be drawn and used to fund the following: (a) construction costs associated with the Phase 1 Project (including the Phase 1 Plants and related Pipelines and Production Facilities), (b) the cost of drilling and

 
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completing new wells and any lease operating expenses from the Phase 1 Project FID Date until the Dates of Substantial Completion with respect to each of the Phase 1 Plants; (c) any obligations of the Partnership under the Management and Advisory Services Agreement; and (d) any other general expenses, activities, or purposes contemplated or permitted under the Partnership Agreement, in each case, excluding any amounts to fund the construction of any Subsequent Phase Project.
5.3    Acknowledgment. The Partner understands and acknowledges that the General Partner is specifically authorized under the General Partner LLC Agreement, without the approval of the board of directors of the General Partner, to make, on behalf of the Partnership, a positive Phase 1 FID; provided, however, that such Phase 1 FID shall not be effective for purposes of this Agreement unless and until the Partnership and its Affiliates have (a) received all material approvals necessary to construct and operate the Phase 1 Project (excluding any approvals which will not be issued until after construction is commenced), (b) received authorization by the Department of Energy for the export of LNG to countries with which the U.S. does not have an applicable free trade agreement, (c) secured sufficient executed firm commitments of debt financing for the construction of the Phase 1 Project as contemplated by the Initial Three Plant Capex Budget without, in the good faith determination of the General Partner based on information available as of the Phase 1 Project FID Date, requiring the Limited Partners to make additional capital contributions to the Partnership for the construction of the Phase 1 Project in excess of the aggregate capital commitments of the Limited Partners to the Partnership under equity capital contribution agreements executed in respect of the Phase 1 Project, and such debt financing is non-recourse to the Partner for any amounts in excess of the Capital Commitment (provided that, for purposes of this clause (c), any such indebtedness with respect to which the Partner has acted as co-lender or elected to participate as co-arranger or through a fronting bank shall not be considered recourse to the Partner, notwithstanding any contrary terms of such indebtedness), and (d) secured aggregate equity financing pursuant to equity capital contribution agreements for the Phase 1 Project of at least $6,000,000,000.00 (including an equity capital commitment of at least $1,000,000,000.00 from Tellurian or one or more of its Affiliates).
5.4    Expenses. Each of the Parties will bear and pay all costs and expenses incurred by such Party or on its behalf or by or on behalf of any of its Affiliates in connection with the negotiation, preparation, and execution of the Transaction Documents.
5.5    Confidentiality. Each Party hereby covenants and agrees that the terms of this Agreement, and any information disclosed by or on behalf of the Partnership or any Partner in connection with this Agreement or which is material non-public information of the Partnership shall be “Confidential Information” and shall, unless otherwise agreed in writing by the General Partner, be kept confidential by the receiving Party and shall not be used by such Party other than for a purpose connected with this Agreement or disclosed by such Party to any Person, other than another Limited Partner for Partnership purposes, provided that such Party may disclose Confidential Information (a) to its legal counsel, accountant, or similar professional under an obligation to maintain the confidentiality of the same to the extent necessary in the context of such Person’s engagement, (b) if and to the extent required by the rules of any recognized stock exchange or agency established in connection therewith upon which the securities of such Party or its Affiliate

 
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are quoted, provided that such Party shall, to the extent practicable, provide the disclosing Party (or in case such disclosing Party is the Partnership, the General Partner) a reasonable opportunity to review and approve the contents of such disclosure, and provided, further, that such Party shall use its commercially reasonable efforts not to take any elective, non-compulsory action that would give rise to an obligation to disclose Confidential Information to any stock exchange or agency, to the extent such obligation would not have arisen absent the taking of such elective, non-compulsory action, (c) as may be required under applicable federal or state securities or “Blue Sky” Laws, (d) if required and to the extent required by any applicable Law, or the receiving Party becomes legally required (by oral questions, interrogatories, requests for information or documents, orders issued by any Governmental Authority or any other process) to disclose such information, or to the extent necessary to enforce Section 8.6 or any arbitration award (including by filing Confidential Information in proceedings before a court or other competent judicial or arbitral authority) or to enforce other rights of a party to the Dispute, provided that the receiving Party shall, to the extent practicable, give prior notice to the other Party of the requirement and the terms thereof and shall cooperate with the Partnership to minimize the disclosure of the information, seek a protective order or other appropriate remedy, and if such protective order or other remedy is not obtained, then the receiving Party will furnish only that portion of such information that it is legally required to furnish, (e) to any of the receiving Party’s Affiliates or its or their respective officers and employees, provided that the receiving Party shall be responsible for any disclosure of Confidential Information by any such Person in violation of this Section 5.5, and (f) in the case of the Partnership, to lenders or prospective lenders to the Partnership or its Affiliates or Affiliates of the General Partner in connection with the performance of their duties under any agreement between such Person and the Partnership. The Parties recognize that individuals authorized to receive Confidential Information under the foregoing clauses (a) through (f) may form mental impressions (i.e., impressions not written or otherwise reduced to a record) regarding the Confidential Information.  The use of these mental impressions by such individuals shall not be a violation of the restriction contained in this Section 5.5. The Parties acknowledge that breach of the provisions of this Section 5.5 may cause irreparable injury to the disclosing Party for which monetary damages are inadequate, difficult to compute, or both. Accordingly, the receiving Party agrees that, in addition to any legal or other equitable damages that the other Party is entitled to recover, the provisions of this Section 5.5 may be enforced by specific performance and that the disclosing Party shall be entitled to injunctive relief (without posting any bond or other security) in order to enforce the provisions of this Section 5.5. The obligations under this Section 5.5 shall not preclude the General Partner or its Affiliates from disclosing information as it may reasonably deem to be appropriate in connection with the business activities of the Partnership or its Affiliates or as may be required under federal or state securities or “Blue Sky” Laws or by the rules and regulation of NASDAQ.
5.6    Compliance with Laws.
(a)    Prohibited Practices.
(i)    Each Party agrees that, in the performance of this Agreement and the activities contemplated herein, neither such Party, nor any of such Party’s respective officers, directors, employees, agents, or other representatives will take any action, or omit to take any action, which would (x) violate any applicable Anti-Corruption

 
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Law, any applicable Export Control and Sanctions Laws or any other Law applicable to such Party, or (y) cause the Partnership to be in violation of any Anti-Corruption Law or Export Control and Sanctions Law applicable to the Partnership.
(ii)    Without limiting Section 5.6(a)(i), each Party agrees on behalf of such Party and its respective directors, managers, officers, employees, agents, contractors, and Affiliates, not to pay any fees, commissions, rebates, gift, promise or other benefit, directly or indirectly, to any employee, officer or agent of the other Party or any of its Affiliates or to any Public Official, or any political party, nor provide or cause to be provided to any such Person any gifts or entertainment of significant cost or value in connection with this Agreement in order to influence or induce any actions or inactions in connection with the commercial activities of the Partnership hereunder.
(b)    Records; Audit. Each Party shall keep all records necessary to confirm compliance with Sections 5.6(a)(i)(y) and 5.6(a)(ii) for a period of five years following the year for which such records apply. If a Party asserts that the other Party is not in compliance with Sections 5.6(a)(i)(y) or 5.6(a)(ii), the asserting Party shall send a notice to the other Party indicating the type of noncompliance asserted. After giving such notice, the asserting Party may cause an independent auditor to audit the records of the other Party in respect of the asserted noncompliance. The costs of any independent auditor under this Section 5.6(b) shall be paid (i) by the applicable Party, if such Party is determined not to be in compliance with Sections 5.6(a)(i)(y) or 5.6(a)(ii), as applicable, and (ii) by the asserting Party, if the other Party is determined to be in compliance with Sections 5.6(a)(i)(y) or 5.6(a)(ii), as applicable.
(c)    Indemnity. Each Party shall indemnify and hold the other Party and its Affiliates and equityholders (other than the Partner in the case of indemnification of the Partnership by the Partner) harmless from any losses, liabilities, damages, costs, judgments, settlements, and expenses arising out of such Party’s breach of any or all of Sections 5.6(a) or 5.6(b) or the breach of the representations and warranties made by such Party in Section 3.1(l) or Section 3.2(j), as applicable.
(d)    Conflict of Interests. In the event that a Party obtains information indicating that an individual holding more than 5%, or directly or indirectly controlling an interest in such Party (including the indirect or beneficial owners), is or has become a Public Official in the United States of America, then such Party shall (i) subject to any applicable Laws restricting disclosure of such information, promptly notify the other Party, and (ii) take all reasonable efforts to ensure that such individual refrains from participating, in his or her capacity as a Public Official, in any decision on behalf of such Party under this Agreement or the other agreements referenced herein (including the Partnership Agreement, the General Partner LLC Agreement, and the LNG SPA).
5.7    Notices Under EPC Contracts. The Partnership shall provide a 15-Business Day advance written notice to the Partner in the event that the terms of any EPC Contract are amended in a manner that alters the manner in which the date or the conditions of Substantial Completion

 
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(as defined in the applicable EPC Contract) of any Phase 1 Plant are determined under such EPC Contract.
5.8    Participation in Co-Lending Arrangements. If, at any time after the Effective Date and prior to the Phase 1 Project FID Date, the Partnership shall seek to arrange for, or change any existing arrangements for, debt financing with respect to the Phase 1 Project, the Partnership shall notify the Partner of such event and shall inform the Partner of the name and contact information for the principal agent or agents acting on behalf of the lender or lenders leading such financing arrangements. The Partnership shall not take any affirmative action to prevent the participation by the Partner or one or more of its Affiliates as co-lenders (with the possibility to externalize its share of debt financing with a fronting bank) in any such debt financing arrangements, provided that the lead lender or lenders are amenable to such participation by the Partner or one or more of its Affiliates.
ARTICLE 6
INDEMNIFICATION
6.1    Indemnification by the Partnership. The Partnership agrees to indemnify the Partner, its Affiliates, and their respective Representatives (collectively, “Partner Related Parties”) for, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, all costs, losses, liabilities, damages, or out-of-pocket expenses of any kind or nature whatsoever (including the reasonable fees of counsel) arising therefrom, whether or not involving a Third-Party Claim (collectively, the “Adverse Consequences”), to the extent resulting from, arising out of, or in any way related to (a) the breach or inaccuracy of any representation or warranty made by the Partnership in Section 3.1, or (b) the breach of any covenants of the Partnership contained in this Agreement. The aggregate liability of the Partnership under this Section 6.1 shall, under no circumstances exceed the lesser of (i) the total amount of money contributed to the Partnership by the Partner, and (ii) the amount of the First Funding Date Contribution.
6.2    Indemnification by the Partner. The Partner agrees to indemnify the Partnership, the General Partner, each of their respective Affiliates, and all of their respective Representatives (collectively, “Partnership Related Parties”) for, and hold each of them harmless against, any and all Adverse Consequences to the extent resulting from, arising out of, or in any way related to (a) the breach or inaccuracy of any representation or warranty made by the Partner in Section 3.2, or (b) the breach of any of the covenants of the Partner contained in this Agreement.
6.3    Survival of Provisions; Limitation of Liability.
(a)    The representations and warranties set forth in Sections 3.1(a) (Organization; Good Standing), 3.1(b) (Authorization; Enforceability),  3.2(a) (Organization; Good Standing) 3.2(b) (Authorization; Enforceability); 3.2(f) (Certain Fees); 3.2(g) (Unregistered Securities); 3.2(i) (Sanctions); and 3.2(j) (Compliance with Laws) will survive the execution and delivery of this Agreement indefinitely, the representations and warranties set forth in Section 3.1(j) (Taxes) will survive until 30 days after the expiration of the applicable statute of limitations, and the other representations and warranties contained in this Agreement will survive for a period of 12 months following the Phase 1 Project FID Date, regardless of any

 
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investigation made by or on behalf of the Partnership or the Partner. The covenants made in this Agreement or any other Transaction Document will survive the Phase 1 Project FID Date and remain operative and in full force and effect.
(b)     Any claim for indemnification hereunder must be made prior to the expiration of the survival period of such representation or warranty as set forth in Section 6.3(a); provided, however, that for purposes of determining when an indemnification claim has been made, the date on which a Partner Related Party or Partnership Related Party, as the case may be, provides notice (stating in reasonable detail the basis of the claim for indemnification) to the Partnership or the Partner, as applicable, will constitute the date upon which such claim has been made.
(c)    The aggregate liability of the Partnership under this Agreement shall not exceed an amount equal to the First Funding Date Contribution.
(d)    No Partner Related Party or Partnership Related Party will be entitled to recover special, consequential, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Agreement.
6.4    Indemnification Procedure. Promptly after any Partnership Related Party or Partner Related Party (as the case may be, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-Party Claim”), the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such Third-Party Claim or the commencement of such action, suit or proceeding, provided that failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice will state the nature and the basis of such Third-Party Claim to the extent then known. The Indemnifying Party will have the right to defend and settle, at its own expense and by its own counsel who will be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation will include, but will not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party will not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party will be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof, and (b) if (i) the Indemnifying Party has failed to assume the defense or employ counsel reasonably acceptable to the Indemnified Party, or (ii) the defendants in any such action

 
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include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party will have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party will not settle any indemnified Third-Party Claim without the consent of the Indemnified Party (which consent will not be unreasonably delayed), unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Party.
ARTICLE 7
TERMINATION
7.1    Termination. This Agreement may be terminated:
(a)    by the Partnership, (i) upon a Bankruptcy of the Partner or (ii) upon 30 days’ prior written notice to the Partner if the Partner is in material breach of a representation, warranty, covenant, or agreement in this Agreement (other than as provided in Section 7.1(b)), and the breach is not cured during the 30-day notice period;
(b)    by either Party, if the other Party breaches any representation or warranty made by such Party in Section 3.1(l) or 3.2(j), as applicable, or any covenant of such Party set forth in Section 5.6(a)(i);
(c)    by either Party in accordance with Section 2.1(c); or
(d)    by the mutual written consent of the Parties.
7.2    Effect of Termination. The Party terminating this Agreement will give written notice to the other Party. In the event of a termination, this Agreement will cease to have force and effect, and there will be no further Liability or obligation on the part of the Partnership or Partner, except that (a) the provisions of Section 5.5, Article 6, this Section 7.2, and Article 8 will survive after any such termination, and (b) each Party will continue to be liable for any breach by such Party of this Agreement occurring prior to such termination.
ARTICLE 8
GENERAL PROVISIONS
8.1    Notices.
(a)    Except where otherwise specifically provided in this Agreement, all notices, requests, consents, proposals, approvals and statements shall be in writing and in English, and if properly addressed to the recipient in the manner required by Sections 8.1(b) and

 
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8.1(c), shall be deemed to have been properly given or delivered: (i) on the date of actual delivery when personally delivered to the intended recipient or when delivered to the intended recipient by a reputable courier delivery service; or (ii) on the date specified in Section 8.1(b)(ii), if by Electronic Transmission, provided that if such Electronic Transmission is directed after 5:00 p.m. (local time of the recipient) or on a day that is not a Business Day, then on the next succeeding Business Day after the date specified in Section 8.1(b)(ii).
(b)    The following provisions apply to notices given by Electronic Transmission:
(i)    Without limiting the manner by which notice otherwise may be given effectively to Parties pursuant to Section 8.1(a), any notice to the Partner given by the Partnership or the General Partner under any provision of this Agreement, shall be effective if given by a form of Electronic Transmission.
(ii)    Notice given pursuant to Section 8.1(b)(i) will be deemed delivered on the date on which it is directed to the electronic mail address set forth in Section 8.1(c), or to such other electronic mail address as the addressee previously may have specified by written notice given to the other parties hereto in the manner contemplated by Section 8.1(a).
(iii)    The Partner and the Partnership hereby consent to receive notices by Electronic Transmission at their respective electronic mail address set forth in Section 8.1(c).
(c)    A non-electronic document is deemed to be properly addressed, in each case, if to the Partner or the Partnership, to the address of such Person as set forth in this Section 8.1(c); or, in each case, to such other address or addresses as the addressee may have specified by written notice given to the other parties hereto in the manner contemplated by Section 8.1(a).
If to the Partner, to:
Total Delaware, Inc.
1201 Louisiana Street, Suite 1800
Houston, Texas 77002
Attention: General Counsel

Email:    Elizabeth.matthews@total.com;
Isabelle.salhorgne@total.com
If to the Partnership, to:
Driftwood Holdings LP
c/o Tellurian Inc.
1201 Louisiana Street, Suite 3100
Houston, TX 77002

 
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Attention: General Counsel
Email: Notices@Driftwood.com
8.2    Amendment and Waiver. Neither this Agreement nor any term hereof may be changed, amended or terminated orally, but only by written act of the Parties (or, in respect of a waiver, the waiving Party). No failure or delay on the part of a Party in the exercise of any right hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right preclude any other or further exercise thereof or of any other right.
8.3    Binding Nature; Assignment. This Agreement will bind and inure to the benefit of the Parties and their respective successors and legal representatives and permitted assigns. No Party will assign its rights and obligations under this Agreement, without the prior written consent of the other Party, and any such assignment contrary to the terms hereof will be null and void and of no force and effect.
8.4    Severability. Every term and provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such term or provision will be enforced to the maximum extent permitted by Law and, in any event, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.
8.5    Governing Law. THIS AGREEMENT AND THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, INTERPRETED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS (EXCLUSIVE OF CHOICE OF LAW PROVISIONS) OF THE STATE OF DELAWARE AS TO ALL MATTERS, INCLUDING, BUT NOT LIMITED TO, MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES.
8.6    Arbitration. Any dispute arising under or relating to this Agreement or the transactions contemplated hereby (each, a “Dispute”) shall be exclusively and definitively resolved through final and binding arbitration in accordance with this Section 8.6, it being the intention of the Parties that this is a broad form arbitration agreement designed to encompass all possible claims and disputes under this Agreement.
(a)    Rules. The arbitration shall be conducted in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”) (as then in effect).
(b)    Number of Arbitrators. The arbitral tribunal shall consist of three arbitrators, who shall endeavor to complete the final hearing in the arbitration within six months after the appointment of the last arbitrator.
(c)    Method of Appointment of the Arbitrators. If there are only two parties to the Dispute, then each party to the Dispute shall appoint one arbitrator within 30 days of the filing of the arbitration, and the two arbitrators so appointed shall select the presiding arbitrator within 30 days after the latter of the two arbitrators has been appointed by the parties to the Dispute. If a party to the Dispute fails to appoint its party-appointed arbitrator or if the two party-appointed arbitrators cannot reach an agreement on the presiding arbitrator

 
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within the applicable time period, then the AAA shall serve as the appointing authority and shall appoint the remainder of the three arbitrators not yet appointed. If the arbitration is to be conducted by three arbitrators and there are more than two parties to the Dispute, then within 30 days of the filing of the arbitration, all claimants shall jointly appoint one arbitrator and all respondents shall jointly appoint one arbitrator, and the two arbitrators so appointed shall select the presiding arbitrator within 30 days after the latter of the two arbitrators has been appointed by the parties to the Dispute. If either all claimants or all respondents fail to make a joint appointment of an arbitrator, or if the party-appointed arbitrators cannot reach an agreement on the presiding arbitrator within the applicable time period, then the AAA shall serve as the appointing authority and shall appoint the remainder of the three arbitrators not yet appointed.
(d)    Consolidation. If multiple arbitration proceedings are initiated under this Agreement, the Partnership Agreement, the General Partner LLC Agreement, the Management and Advisory Services Agreement, any LNG marketing agreement between Driftwood LNG and Tellurian Trading UK Ltd., the LNG SPA, or one or more other contribution agreements or LNG sale and purchase agreements entered into between the Partnership and one or more of its other limited partners (or their respective Affiliates), the subject matters of which are related by common questions of law or fact and which could result in conflicting awards or obligations, then any party to any such dispute may request prior to the appointment of the arbitrators for such multiple or subsequent disputes that all such proceedings be consolidated into a single arbitral proceeding. Such request shall be directed to the AAA, which shall consolidate appropriate proceedings into a single proceeding unless consolidation would result in undue delay for the arbitration of the disputes.
(e)    Place of Arbitration. Unless otherwise agreed by all parties to the Dispute, the place of arbitration shall be New York, New York.
(f)    Language. The arbitration proceedings shall be conducted in the English language, and the arbitrators shall be fluent in the English language.
(g)    Entry of Judgment. The award of the arbitral tribunal shall be final and binding. Judgment on the award of the arbitral tribunal may be entered and enforced by any court of competent jurisdiction. The parties hereto agree that service of process for any action to enforce an award may be accomplished according to the procedures of Section 8.1 as well as any other procedure authorized by Law.
(h)    Notice. All notices required for any arbitration proceeding shall be deemed properly given if given in accordance with Section 8.1.
(i)    Qualifications and Conduct of the Arbitrators. All arbitrators shall be and remain at all times wholly impartial, and, once appointed, no arbitrator shall have any ex parte communications with any of the parties to the Dispute concerning the arbitration or the underlying Dispute other than communications directly concerning the selection of the presiding arbitrator, where applicable.

 
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(j)    Interim Measures. Any party to the Dispute may apply to a court in New York, New York for interim measures (i) prior to the constitution of the arbitral tribunal (and thereafter as necessary to enforce the arbitral tribunal’s rulings); or (ii) in the absence of the jurisdiction of the arbitral tribunal to rule on interim measures in a given jurisdiction. The parties hereto agree that seeking and obtaining such interim measures shall not waive the right to arbitration. The parties hereto unconditionally and irrevocably submit to jurisdiction in New York, New York for the limited purposes of an application for interim measures under this Section 8.6(j). The arbitrators (or in an emergency the presiding arbitrator acting alone in the event one or more of the other arbitrators is unable to be involved in a timely fashion) may grant interim measures including injunctions, attachments, and conservation orders in appropriate circumstances, which measures may be immediately enforced by court order. Hearings on requests for interim measures may be held in person, by telephone, by video conference or by other means that permit the parties to the Dispute to present evidence and arguments.
(k)    Costs and Attorneys’ Fees. The arbitral tribunal is authorized to award costs of the arbitration in its award, including: (i) the fees and expenses of the arbitrators; (ii) the costs of assistance required by the tribunal, including its experts; (iii) the fees and expenses of the administrator; (iv) the reasonable costs for legal representation of a successful party; and (v) any such costs incurred in connection with an application for interim or emergency relief and to allocate those costs between the parties to the Dispute. The costs of the arbitration proceedings, including attorneys’ fees, shall be borne in the manner determined by the arbitral tribunal.
(l)    Interest. The award shall include pre-award and post-award interest, as determined by the arbitral tribunal, from the date of any default or other breach of this Agreement until the arbitral award is paid in full. Interest shall accrue at a rate per annum equal to two percent above LIBOR (as in effect on the day such award was issued) on and from the day when such award was issued until the date of its repayment, provided that, without prejudice to the other terms of this Agreement, if such period lasts longer than 90 Days, the applicable LIBOR rate for each successive term of 90 days during that period shall be that in effect on the first day of that 90-day period. Interest shall accrue from day to day and be calculated on the basis of a 360-day year.
(m)    Currency of Award. The arbitral award shall be made and payable in U.S. dollars, free of any tax or other deduction.
(n)    Waiver of Challenge to Decision or Award. To the extent permitted by Law, the parties hereto hereby waive any right to appeal from or challenge any arbitral decision or award, or to oppose enforcement of any such decision or award before a court or any Governmental Authority, except with respect to the limited grounds for modification or non-enforcement provided by any applicable arbitration statute or treaty.
(o)    Confidentiality. Any arbitration relating to a Dispute (including an arbitral award, a settlement resulting from an arbitral award, documents exchanged or produced during an arbitration proceeding, and memorials, briefs, or other documents prepared for

 
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the arbitration proceeding) shall be Confidential Information subject to the confidentiality provisions of Section 5.5; provided, however, that breach of such confidentiality provisions shall not void any settlement, determination, or award.
8.7    Power of Attorney. By way of assuming its obligations hereunder and under the Partnership Agreement, the Partner, as principal, on behalf of itself and its Affiliates, hereby appoints the General Partner as its and its Affiliates’ true and lawful representative and attorney-in-fact, in its name, place, and stead to make, execute, sign, acknowledge, swear to and/or file:
(a)    any partnership certificate, business certificate, fictitious name certificate, amendment thereto or other instrument or document of any kind necessary or desirable to accomplish the business, purpose, and objectives of the Partnership or required by any applicable Law;
(b)    following the occurrence of the Phase 1 Project FID Date, the Partnership Agreement, the LNG SPA, and any amendments to the foregoing duly approved as provided therein;
(c)    any instrument or document necessary or reasonably advisable to implement the provisions of the Partnership Agreement or the LNG SPA;
(d)    any and all instruments, certificates, and other documents which may be deemed necessary or desirable to effect the winding-up and termination of the Partnership in accordance with the provisions of the Partnership Agreement; and
(e)    all other documents or instruments that may be considered reasonably necessary by the General Partner to carry out the foregoing.
To the fullest extent permitted by applicable Law, the power of attorney granted hereby will be deemed to be coupled with an interest and is intended to secure an interest in Property and the obligations of the Partner under this Agreement, shall be irrevocable, shall survive and not be affected by the dissolution, Bankruptcy, disability, or incapacity of the Partner, and shall extend to the Partner’s successors and assigns. The Partner, in agreeing to adhere to and be bound by the Partnership Agreement, acknowledges and agrees to the grant of a power of attorney in favor of the General Partner in accordance with Section 10.2 of the Partnership Agreement. The General Partner is an express third-party beneficiary of the terms of this Section 8.7. By way of clarification, the powers of attorney granted to the General Partner in the Partnership Agreement and this Agreement are intended to be ministerial in scope and limited solely to those items permitted under the relevant grant of authority, and such powers of attorney are not intended to be a general grant of power to independently exercise discretionary judgment on behalf of the Partner, and such powers of attorney shall not be used in any manner that would make the Partner liable for the debts and obligations of the Partnership in contravention of the Partnership Agreement or be contrary to the provisions of the Partnership Agreement or this Agreement. The Partner shall be provided with prompt written notice and a copy of any and all relevant documentation in the event of any exercise by the General Partner of the power of attorney granted hereby or by the Partner under the Partnership Agreement.

 
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8.8    Immunity.
(a)    Each Party, to the maximum extent permitted by applicable Law, as to itself and its assets, hereby irrevocably, unconditionally, knowingly and intentionally waives any and all rights of immunity (sovereign or otherwise) and agrees not to claim, or assert any immunity with respect to the matters covered by this Agreement in any arbitration or other action with respect to this Agreement, whether arising by statute or otherwise, that it may have or may subsequently acquire, including rights under the doctrines of sovereign immunity and act of state, immunity from legal process (including service of process or notice, pre-judgment or pre-award attachment, attachment in aid of execution, or otherwise), immunity from jurisdiction or judgment of any court, arbitrator, or tribunal (including any objection or claim on the basis of inconvenient forum), and immunity from enforcement or execution of any award or judgment or any other remedy.
(b)    Each Party hereby irrevocably, unconditionally, knowingly, and intentionally:
(i)    agrees that the execution, delivery and performance by such Party of this Agreement constitute private and commercial acts rather than public or governmental acts; and
(ii)    consents in respect of the enforcement of any judgment against such Party in any such proceedings in any jurisdiction and to the giving of any relief or the issue of any process in connection with such proceedings (including the making, enforcement, or execution of any such judgment or any order arising out of any such judgment against or in respect of any property whatsoever irrespective of its use or intended use).
8.9    Entire Agreement. This Agreement, together with the other Transaction Documents, constitutes the entire understanding of the Parties with respect to the subject matter hereof, and supersedes all prior statements or agreements, whether oral or written, among the Parties with respect to such subject matter.
8.10    Right to Maintain. With respect to each Subsequent Phase Project, within 30 days after the execution of the first equity capital contribution agreement entered into by the Partnership in respect of such Subsequent Project (or, if the Partnership does not enter into any equity capital contribution agreements in respect of such Subsequent Phase Project, then at least 90 days prior to the declaration of FID in respect of such Subsequent Phase Project (or estimated date thereof, provided that such FID is not declared fewer than 90 days thereafter)), the Partnership shall deliver written notice to the Partner offering the Partner the right, exercisable within 30 Business Days after receipt of such notice, to enter into an equity capital contribution agreement in respect of such Subsequent Phase Project that provides the Partner (on substantially equivalent terms provided to other Limited Partners or prospective Limited Partners executing equity capital contribution agreements in respect of such Subsequent Phase Project, if applicable and subject in any case to Section 8.12(b)) the ability to purchase a number of Class C Units or Class D Units, as applicable, equal to (a) 552, multiplied by (b) the Partner Ownership Percentage as of the date of such notice.

 
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Such notice shall contain reasonably detailed information concerning the specifics of the proposed FID in respect of such Subsequent Phase Project (including a reasonably detailed financial model and copies of material contracts). Further, the Partnership shall cooperate to promptly provide to the Partner any additional information concerning an investment in the Partnership in respect of such Subsequent Phase Project as the Partner may reasonably request from time to time. If the Partner does not exercise the right set forth in the foregoing provisions of this Section 8.10 to enter into an equity capital contribution agreement in respect of a Subsequent Phase Project within the 30 Business Day period described above, then the Partnership shall not thereafter be obligated to offer the Partner the right to enter into an equity capital contribution agreement in respect of such Subsequent Phase Project; provided, however, that, if (a) the Partner elects to exercise its right to execute an equity capital contribution agreement in respect of a Subsequent Phase Project pursuant to this Section 8.10 and such equity capital contribution agreement expires by its terms or is terminated (other than as a result of the Partner’s default thereunder) prior to FID in respect of such Subsequent Phase Project, or (b) the Partnership materially changes the terms on which Limited Partners may execute equity capital contribution agreements in respect of such Subsequent Phase Project prior to FID in respect thereof, including by execution of an equity capital contribution agreement on terms that are more favorable to a Limited Partner or prospective Limited Partner, then, in any such case, the terms of this Section 8.10 shall apply anew in respect of such Subsequent Phase Project and the Partner shall again be entitled to notice and the right to elect to execute an equity capital contribution agreement in respect of such Subsequent Phase Project as provided in the foregoing provisions of this Section 8.10.
8.11    Co-Sale Right. Prior to any sale or transfer of all its Class A Units (other than a sale or transfer to one or more Affiliates of Tellurian), the Initial Limited Partner shall deliver, or cause to be delivered, a written notice (the “Notice of Sale”) to the Partner including (a) the statement of the Initial Limited Partner’s bona fide intention to sell or transfer all of its Class A Units, (b) if known, the name of the prospective transferee, (c) the number of Class A Units to be sold or transferred, (d) the terms and conditions of the contemplated sale or transfer, (e) the price per Class A Unit, and (f) the expected closing date. The Partner may request to sell or transfer all of its Class A Units in the contemplated transaction described in the Notice of Sale by delivering written notice (the “Co-Sale Notice”) to the Initial Limited Partner within 45-days after the delivery of the Notice of Sale. Promptly after receipt of the Co-Sale Notice, the Initial Limited Partner will use its commercially reasonable efforts to cause the buyer(s) to agree to purchase all of the Class A Units elected to be sold by the Partner at a purchase price and on terms equal to the per Class A Unit purchase price and terms specified in the Notice of Sale. If the proposed transferee does not wish to purchase all of the Class A Units made available by the Initial Limited Partner and the Partner, then the number of Class A Units to be sold by the Partner and the Initial Limited Partner to the proposed transferee shall be reduced proportionately, pro rata based on the respective Class A Percentages of the Partner and the Initial Limited Partner, provided that the General Partner shall not withhold its consent required under Section 4.6(a) of the Partnership Agreement to the Partner’s participation in any such sale that results in the Partner holding fewer than 100 Class A Units. If the Partner does not elect to sell its Class A Units pursuant to this Section 8.11 by delivering a Co-Sale Notice within the 45-day period described above, then the Initial Limited Partner shall be entitled to sell to the proposed transferee that number of Class A Units described in the Notice of Sale under the terms and conditions set forth in the Notice of Sale.

 
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8.12    Most Favored Nations.
(a)    Phase 1 Project. If at any time on or after the Effective Date the Partnership enters into any equity capital contribution agreement with any Limited Partner (other than Tellurian or its Affiliates) pursuant to which such Limited Partner purchases or acquires, or will be permitted to purchase or acquire, Class A Units from the Partnership in respect of the Phase 1 Project (other than Additional Issuance Units) at a price per Class A Unit that is less than the Class A Unit Issue Price, the Partnership will provide the Partner with prompt written notice of its execution of such equity capital contribution agreement, and the Partner shall have the right, by delivery of written notice to the Partnership of such election within 30 days after receipt of such notice from the Partnership, to elect to reduce the Class A Unit Issue Price to an amount equal to the price per Class A Unit set forth in the equity capital contribution agreement entered into between the Partnership and such Limited Partner.
(b)    Subsequent Phase Projects. If (i) the Partner (or its Affiliate) enters into an equity capital contribution agreement with the Partnership in respect of a Subsequent Phase Project and makes a capital commitment to the Partnership in exchange for the issuance of Class C Units or Class D Units, as applicable, thereunder, and (ii) at any time thereafter the Partnership enters into any equity capital contribution agreement with any Limited Partner (other than Tellurian or its Affiliates) pursuant to which such Limited Partner purchases or acquires, or will be permitted to purchase or acquire, Class C Units or Class D Units, as applicable, from the Partnership in respect of such Subsequent Phase Project (other than Additional Issuance Units) at a price per Unit that is less than the price per Unit set forth in the equity capital contribution agreement entered into between the Partner (or its Affiliate) and the Partnership that is described in clause (i) above, the Partnership will provide the Partner (or its Affiliate) with prompt written notice of its execution of such equity capital contribution agreement, and the Partner (or its Affiliate) shall have the right, by delivery of written notice to the Partnership of such election within 30 days after receipt of such notice from the Partnership, to elect to reduce the price per Class C Unit or Class D Unit, as applicable, in the equity capital contribution agreement executed by the Partner in respect of such Subsequent Phase to an amount equal to the price per Class C Unit or Class D Unit, as applicable, set forth in the equity capital contribution agreement entered into between the Partnership and such Limited Partner.
8.13    No Third Party Beneficiaries. Except as expressly set forth herein, the provisions of this Agreement are intended solely to benefit the Parties and, to the fullest extent permitted by applicable Law, shall not be construed as conferring any benefit upon any other Person.
8.14    Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single agreement. The exchange of copies of this Agreement and of signature pages by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of an original Agreement for all purposes. Signatures of the parties hereto transmitted

 
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by electronic transmission shall be deemed to be original signatures for all purposes. Except for cases of fraud or forgery, no Party shall raise the use of any electronic signature or the use of electronic mail or other similar transmission method as a means to deliver a signature to this Agreement or any amendment hereto as the basis of a defense to the formation or enforceability of a contract, and each Party forever waives any such defense.
[Remainder of page intentionally left blank. Signature pages follow.]

 
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the Effective Date.
 
THE PARTNER:
 
 
 
 
TOTAL DELAWARE, INC.
 
 
 
 
By:
/s/ Christophe Gerondeau
 
Name:
Christophe Gerondeau
 
Title:
President

Signature Page to Equity Capital Contribution Agreement


 
THE PARTNERSHIP:
 
 
 
 
DRIFTWOOD HOLDINGS LP
 
 
 
 
By:
/s/ R. Keith Teague
 
Name:
R. Keith Teague
 
Title:
Chief Executive Office
 
THE GENERAL PARTNER:
 
 
 
 
(solely for purposes of Section 8.11)
 
 
 
 
DRIFTWOOD GP HOLDINGS LLC
 
 
 
 
By:
/s/ R. Keith Teague
 
Name:
R. Keith Teague
 
Title:
Chief Executive Office

Signature Page to Equity Capital Contribution Agreement



EXHIBIT A
FORM OF PARTNERSHIP AGREEMENT
[See attached]

Exhibit A to Equity Capital Contribution Agreement


Final version



FIRST AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
DRIFTWOOD HOLDINGS LP
(a Delaware limited partnership)

THE UNITS REFERENCED IN THIS FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS UNDER SUCH ACT AND LAWS. THE SALE, TRANSFER OR OTHER DISPOSITION OF SUCH UNITS IS PROHIBITED UNLESS SUCH SALE, TRANSFER OR DISPOSITION IS MADE IN COMPLIANCE WITH SUCH ACT AND OTHER APPLICABLE LAWS. ADDITIONAL RESTRICTIONS ON TRANSFER OF SUCH UNITS ARE SET FORTH IN THIS FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT.





TABLE OF CONTENTS

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FIRST AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
DRIFTWOOD HOLDINGS LP
This FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of DRIFTWOOD HOLDINGS LP, a Delaware limited partnership (the “Partnership”), is made and entered into by and among. the Partners (as defined below) as of [        ], 2019 (the “Effective Date”).
RECITALS
WHEREAS, the Partnership was originally formed as a limited liability company under the laws of the State of Delaware on December 21, 2017 upon the filing of a Certificate of Formation with the Secretary of State of the State of Delaware in accordance with the Delaware Limited Liability Company Act;
WHEREAS, the organizational form of the Partnership was converted from that of a Delaware limited liability company to that of a Delaware limited partnership upon the filing of (a) a Certificate of Conversion with the Secretary of State of the State of Delaware in accordance with Section 17-217 of the Act, and (b) the Certificate with the Secretary of State of the State of Delaware on June 27, 2019, in accordance with the Act;
WHEREAS, the General Partner and the Initial Limited Partner entered into that certain Limited Partnership Agreement of the Partnership on June 27, 2019 (the “Original Agreement”); and
WHEREAS, concurrently with the execution of this Agreement, the General Partner has declared FID with respect to the Phase 1 Project, and the Effective Date shall therefore be the Phase 1 Project FID Date.
WHEREAS, the General Partner, the Initial Limited Partner, and the Limited Partners admitted to the Partnership on the date hereof desire to amend and restate the Original Agreement in its entirety and to enter into this Agreement to set forth, among other things, the governance and terms of the Partnership from and after the Effective Date.
NOW, THEREFORE, the Partners hereby agree to continue the Partnership and hereby amend and restate the Original Agreement, which is replaced and superseded in its entirety by this Agreement, as follows:
ARTICLE I
DEFINITIONS
1.1    Definitions. As used in this Agreement, the following capitalized terms have the following meanings (unless otherwise expressly provided herein):
AC Member” has the meaning given to such term in the General Partner LLC Agreement.

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Act” means the Delaware Revised Uniform Limited Partnership Act, as amended from time to time.
Additional Issuance Notice” means a Class A Additional Issuance Notice, a Class C Additional Issuance Notice, or a Class D Additional Issuance Notice, as applicable.
Additional Issuance Unit Price” means, with respect to any Additional Issuance Unit issued pursuant to Section 4.3(e)(ii), the price per Additional Issuance Unit set forth in the applicable Additional Issuance Notice.
Additional Issuance Units” means the Additional Class A Units, Additional Class C Units, or Additional Class D Units, as applicable, to be issued in exchange for additional Capital Contributions made pursuant to an Additional Issuance Notice pursuant to Section 4.3(e)(ii).
Adjusted Capital Account” means, with respect to a Limited Partner, the Capital Account established and maintained for such Limited Partner, as the same is specially computed after giving effect to the following adjustments:
(a)    credit to such Limited Partner’s Capital Account for any amounts which such Limited Partner is deemed obligated to restore pursuant to Treasury Regulations Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5); and
(b)     debit to such Limited Partner’s Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).
The foregoing definition of “Adjusted Capital Account” is intended to comply with the provisions of Treasury Regulations Sections 1.704-1(b)(2)(ii)(d) and 1.704-2 and shall be interpreted consistently therewith.
Advisers Act” means the U.S. Investment Advisers Act of 1940, as amended.
Advisor” means Tellurian Inc., a Delaware corporation, or its successor under the Management and Advisory Services Agreement.
Advisory Committee” has the meaning given to such term in the General Partner LLC Agreement.
Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) means the direct or indirect ownership of 50% or more of the voting rights in a Person or the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. For purposes of this Agreement, references to Affiliates of the Partnership shall only include Affiliates of the Partnership that are direct or indirect subsidiaries of the Partnership.

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Agreed Value” means (a) in the case of contributions or distributions of cash, the amount thereof, and (b) in the case of any contributions or distributions of Property (other than cash), the fair market value of such Property, (i) with respect to the contribution of any such Property other than cash under a Contribution Agreement, as determined in accordance with the provisions of such Contribution Agreement, and (ii) with respect to the contribution or distribution of any other such Property, as determined by the General Partner.
Agreement” means this First Amended and Restated Limited Partnership Agreement of the Partnership, as the same may be amended from time to time in accordance with Section 10.1.
Allocation Year” means (a) the period commencing on the date the Partnership is first classified as a partnership for U.S. federal income tax purposes and ending on December 31 of the year in which the Partnership first has such classification, (b) any subsequent 12-month period commencing on January 1 and ending on December 31, or (c) any portion of the period described in clause (a) or (b) for which the Partnership is required to allocate Profit, Loss, and other items of Partnership income, gain, loss or deduction for U.S. federal income tax purposes, unless the Partnership is required by Section 706 of the Code to use a different tax year, in which case “Allocation Year” shall mean such different tax year (or relevant portion thereof).
Anti-Corruption Law” means (i) for all Partners and the Partnership, the laws, statutes, rules and regulations governing the activities of the Partnership and this Agreement which prohibit bribery and corruption, as well as where applicable, the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on December 17, 1997, which entered into force on February 15, 1999, and such Convention’s Commentaries, and (ii) for the Partnership and each Partner, the laws prohibiting bribery and corruption in the States in which such Person is organized or registered, carries out most of its business activities, or is listed on a stock market, or in the jurisdictions in which the parent company of such Person is incorporated or registered carries out most of its business activities, or is listed on a stock market; including, in each case, any of the U.S. Foreign Corrupt Practices Act, the OECD convention on anti-bribery, the U.K. Bribery Act of 2010, E.U. and E.U. member country anti-bribery and corruption laws, and any other corruption or similar statute, regulation, order or convention binding on the applicable Person, as each may be amended from time to time, and including any implementing regulations promulgated pursuant thereto.
Bankrupt” or “Bankruptcy” means, with respect to any Person: (a) that such Person (i) files in any court pursuant to any statute of the United States or of any state a voluntary petition in bankruptcy or insolvency, (ii) files a petition or answer seeking for such Person a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law or the appointment of a receiver or a trustee of all or a material portion of such Person’s assets, (iii) makes a general assignment for the benefit of creditors, (iv) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceedings, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in a proceeding of the type described in subclauses (i) through (iv) of this clause (a), (vi) admits in writing its inability to pay its debts as they fall due, or (vii) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of any material portion of its assets;

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or (b) a petition in bankruptcy or insolvency, or a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law has been commenced against such Person, and 60 days have expired without dismissal thereof or with respect to which, without such Person’s consent or acquiescence, a trustee, receiver, or liquidator of such Person or of all or any substantial part of such Person’s properties has been appointed and 60 days have expired without the appointment’s having been vacated or stayed, or 60 days have expired after the date of expiration of a stay, if the appointment has not previously been vacated.
Btu” means the amount of heat equal to one thousand fifty-five decimal zero five six (1,055.056) Joules.
Budgeted Opex Costs” means, with respect to a calendar year (or other budget period) covered by a Partnership Budget, an amount equal to the Partnership’s and its Affiliates’ aggregate budgeted operating costs during such year (or other budget period), as set forth in the relevant Partnership Budget (excluding any capital expenditures and costs to purchase Gas) for such year (or other budget period), excluding any such costs in respect of Plants that are not scheduled to achieve Full Operations prior to the end of such year (or other budget period), and in the case of Plants that are scheduled to achieve Full Operations during such year (or other budget period), including only such costs in respect of each such Plant for the period of time starting on the then-scheduled Date of Full Operations for such Plant and continuing until the end of such year (or other budget period).
Built-In Gain” means (a) with respect to any Contributed Property, an amount (which shall not be less than zero) equal to (i) the Agreed Value of such Contributed Property minus (ii) the adjusted basis of such Contributed Property for U.S. federal income tax purposes, in each case as of the time of contribution, and (b) with respect to any Property, in the case of any adjustment to the Gross Asset Value of such Property pursuant to the definition of Gross Asset Value, the Unrealized Gain with respect to that Property as of the time of such adjustment.
Built-In Loss” means (a) with respect to any Contributed Property, an amount (which shall not be less than zero) equal to (i) the adjusted basis for U.S. federal income tax purposes of such Contributed Property minus (ii) the Agreed Value of such Contributed Property, in each case as of the time of contribution, and (b) with respect to any Property, in the case of any adjustment to the Gross Asset Value of such Property pursuant to the definition of Gross Asset Value, the Unrealized Loss with respect to that Property as of the time of such adjustment.
Business Day” means any day (other than Saturdays, Sundays and national holidays in the United States of America) on which commercial banks are normally open to conduct business in the United States of America.
Capital Account” means, with respect to a Partner, the Capital Account maintained for such Partner in accordance with the following provisions:
(a)    to such Partner’s Capital Account there shall be credited (i) such Partner’s Capital Contributions, (ii) such Partner’s distributive share of Profits and any items in the nature of income or gain which are specially allocated to such Partner pursuant to Section

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6.1 or Section 6.2, and (iii) the amount of any Partnership liabilities assumed by such Partner or that are secured by any Property distributed to such Partner;
(b)    to such Partner’s Capital Account there shall be debited (i) the amount of money and the Gross Asset Value of any Property distributed to such Partner pursuant to any provision of this Agreement, (ii) such Partner’s distributive share of Losses and any items in the nature of expenses or losses which are specially allocated to such Partner pursuant to Section 6.1 or Section 6.2, and (iii) to the extent not taken into account in determining the amount of such Partner’s Capital Contributions under clause (a)(i) above, the amount of any liabilities of such Partner assumed by the Partnership or that are secured by any Property contributed by such Partner to the Partnership; and
(c)    in determining the amount of any liability for purposes of clauses (a) and (b) above, there shall be taken into account Section 752(c) of the Code and any other applicable provisions of the Code and Treasury Regulations.
The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury Regulations. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto are computed in order to comply with such Treasury Regulations, the General Partner may make such modification, subject to Section 5.1(e)(vi) of the General Partner LLC Agreement. The General Partner also shall (Y) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(q), and (Z) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Section 1.704-1(b). The General Partner shall provide the Partners with written notice of any such adjustments or modifications.
Capital Commitment” means, with respect to each Limited Partner, the total amount that such Limited Partner has committed to invest in the Partnership as set forth in the respective Contribution Agreement between such Limited Partner and the Partnership, which amount shall be reflected on Schedule 1, and which amount may be adjusted in accordance with the terms of this Agreement.
Capital Contribution” means the contribution of Contributed Property and the amount of such contribution shall be the Agreed Value of such Contributed Property, net of the principal amount of any indebtedness or the Agreed Value of other liability, whether assumed by the Partnership or to which the Contributed Property is subject.
Capital Interest Percentage” means, at any time of determination and as to any Limited Partner, the percentage of the total distributions that would be made to such Limited Partner if the assets of the Partnership were sold for their fair market values, all liabilities of the Partnership were paid in accordance with their terms, all items of Partnership Profit, Loss, income, gain, loss and deduction were allocated to the Limited Partners in accordance with ARTICLE VI, and the resulting

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net proceeds were distributed to the Limited Partners in accordance with ARTICLE VI. The foregoing definition of Capital Interest Percentage is intended to result in a percentage that corresponds with that defined as “partner’s proportionate interest in partnership capital” in Treasury Regulations Section 1.613A-3(e)(2)(ii), and Capital Interest Percentage shall be interpreted consistently therewith.
Capital Stock” of any Person means (a) in the case of a corporation, corporate stock; (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities exercisable for, exchangeable for or convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.
“Cash Reserve” means a minimum cash reserve established by the General Partner (which, unless otherwise approved by the board of directors of the General Partner in accordance with the General Partner LLC Agreement, shall not exceed an amount equal to $1,000,000,000.00) to (a) provide for the proper conduct of the business of the Partnership and its Affiliates (including reserves for future capital expenditures and Partnership Expenses, including anticipated credit needs), and (b) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument, or other agreement or obligation to which the Partnership or one or more of its Affiliates is a party or by which the assets of any such Person are bound.
Certificate” means the Certificate of Limited Partnership of the Partnership filed in the office of the Secretary of State of the State of Delaware, as amended from time to time in accordance with the provisions hereof and the Act.
Class A De-Bottlenecking Contributions” means Capital Contributions for amounts that are intended to fund De-Bottlenecking in respect of (a) the Phase 1 Project (including any Phase 1 Plant) at any time, (b) the Phase 2 Project (including Plant 4), at any time on or after the Date of Full Operations of Plant 4, or (c) the Phase 3 Project (including Plant 5), at any time on or after the Date of Full Operations of Plant 5, in each case, which Capital Contributions may be made by one or more Limited Partners holding Class A Units pursuant to Section 4.3(e)(ii)(A)(1).
Class A Eligible Percentage” means, with respect to an Eligible Limited Partner, as of the date of the applicable Class A Additional Issuance Notice, a percentage equal to (a) 100%, multiplied by (b) a fraction (i) the numerator of which is the sum of the total number of Class A Units held by such Eligible Limited Partner, and (ii) the denominator of which is the total number of Class A Units held by all Eligible Limited Partners.
Class A Percentage means, with respect to each Limited Partner, as of the applicable date of determination, a percentage equal to (a) 100%, multiplied by (b) a fraction (i) the numerator of which is the total number of Class A Units held by such Limited Partner, and (ii) the denominator of which is the total number of Class A Units held by all Limited Partners.

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Class A Units” means Interests designated as Class A Units on Schedule 1, and all rights and liabilities associated therewith in accordance with the terms of this Agreement, which Class A Units shall be issued only in connection with (a) Capital Commitments made pursuant to Contribution Agreements entered into on or before the Effective Date, and (b) Class A Additional Issuance Notices issued in respect of the Phase 1 Project or generally with respect to the Partnership pursuant to Section 4.3(e)(ii)(A)(1).
Class B Units” means the Interest designated as Class B Units on Schedule 1, and all rights and liabilities associated therewith in accordance with the terms of this Agreement, which Class B Units shall represent an Interest issued to the Initial Limited Partner on the Effective Date and which are subject to conversion into (a) Class C Units in connection with the Phase 2 Project FID Date pursuant to Section 4.3(a)(ii)(B), and (b) Class D Units in connection with the Phase 3 Project FID Date pursuant to Section 4.3(a)(iii)(B). The Class B Units shall not be entitled to distributions (liquidating or otherwise) or allocations hereunder. The Initial Limited Partner shall not have a Capital Commitment or be required to make any Capital Contributions in respect of the Class B Units.
Class C De-Bottlenecking Contributions” means Capital Contributions for amounts that are intended to fund De-Bottlenecking in respect of the Phase 2 Project (including Plant 4) prior to the Date of Full Operations of Plant 4, which Capital Contributions may be made by one or more Limited Partners holding Class C Units pursuant to Section 4.3(e)(ii)(A)(2).
Class C Eligible Percentage” means, with respect to an Eligible Limited Partner, as of the date of the applicable Class C Additional Issuance Notice, a percentage equal to (a) 100%, multiplied by (b) a fraction (i) the numerator of which is the sum of the total number of Class C Units held by such Eligible Limited Partner, and (ii) the denominator of which is the total number of Class C Units held by all Eligible Limited Partners.
Class C Units” means Interests designated as Class C Units on Schedule 1, and all rights and liabilities associated therewith in accordance with the terms of this Agreement, which Class C Units shall be issued, if at all, only in connection with (a) Capital Commitments made in connection with the Phase 2 Project FID pursuant to Section 4.3(a)(ii)(A), and (b) Class C Additional Issuance Notices issued in respect of the Phase 2 Project pursuant to Section 4.3(e)(ii)(A)(2).
Class D De-Bottlenecking Contributions” means Capital Contributions for amounts that are intended to fund De-Bottlenecking in respect of the Phase 3 Project (including Plant 5) prior to the Date of Full Operations of Plant 5, which Capital Contributions may be made by one or more Limited Partners holding Class D Units pursuant to Section 4.3(e)(ii)(A)(3).
Class D Eligible Percentage” means, with respect to an Eligible Limited Partner, as of the date of the applicable Class D Additional Issuance Notice, a percentage equal to (a) 100%, multiplied by (b) a fraction (i) the numerator of which is the sum of the total number of Class D Units held by such Eligible Limited Partner, and (ii) the denominator of which is the total number of Class D Units held by all Eligible Limited Partners.

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Class D Units” means Interests designated as Class D Units on Schedule 1, and all rights and liabilities associated therewith in accordance with the terms of this Agreement, which Class D Units shall be issued, if at all, only in connection with (a) Capital Commitments made in connection with the Phase 3 Project FID pursuant to Section 4.3(a)(iii)(A), and (b) Class D Additional Issuance Notices issued in respect of the Phase 3 Project pursuant to Section 4.3(e)(ii)(A)(3).
Close Family Member of a Public Official” means a husband/spouse or partner, one of his/her children, siblings, or parents; the husband/spouse or partner of his/her children or siblings; or any household member.
Code” means the U.S. Internal Revenue Code of 1986, as amended.
Composite ADP” has the meaning given to such term in each LNG SPA, which meaning shall be uniform with respect to all LNG SPAs.
Construction Incentive Award Agreements” means the construction incentive award agreements entered into from time to time by and between the Partnership, the Advisor, or one of their Affiliates, on the one hand, and an employee or officer of the Partnership, the Advisor, or one of their Affiliates, on the other hand, that provides for the payment by the Partnership, the Advisor, or such Affiliate, as applicable, to such employee or officer of cash amounts in connection with the commencement of construction of one or more Plants or Phase Projects or subsequent anniversaries thereof.
Contributed Property” means any cash or other Property contributed by a Partner to the capital of the Partnership with respect to an Interest.
Contribution Agreement” means a contribution agreement entered into by and between the Partnership and a Limited Partner in connection with the issuance to such Limited Partner of Units in exchange for such Limited Partner’s Capital Commitment, which Units (a) in the case of Contribution Agreements entered into in respect of the Phase 1 Project, will be Class A Units, (b) in the case of Contribution Agreements entered into in respect of the Phase 2 Project, will be Class C Units, and (c) in the case of Contribution Agreements entered into in respect of the Phase 3 Project, will be Class D Units.
Contribution Notice” has the meaning given such term in the Contribution Agreements.
Covered Person” means each of the following: (a) the General Partner, the Partnership Representative, the Designated Individual, and each of their respective Affiliates; (b) each of the current and former stockholders, partners, members, directors, managers, officers, employees, and agents of the General Partner, the Partnership, or any of their respective Affiliates and each AC Member; (c) each other Person that serves at the request of the General Partner on behalf of the Partnership as an officer, director, manager, or employee of the Partnership or one or more of its Affiliates; and (d) any other Person that provides services for or on behalf of the Partnership and that is designated as a Covered Person by the General Partner.

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Date of Full Operations” means, in respect of a Plant, the day occurring 365 days after the Date of Substantial Completion of such Plant, or any earlier date during such 365-day period as elected by Driftwood LNG and notified by Driftwood LNG upon 180 days’ prior notice.
Date of Substantial Completion” means in respect of a Plant, the day on which “Substantial Completion” of the “Project” that includes such Plant is achieved, in accordance with the EPC Contract pursuant to which such Plant is to be constructed (where “Project” and “Substantial Completion” are defined according to such EPC Contract).
De-Bottlenecking” means “de-bottlenecking” enhancements or modifications in respect of a Phase Project (including a Plant) with the intention of enhancing the overall production capacity of the Driftwood LNG Terminal relative to the Tested Capacity of the Driftwood LNG Terminal prior to the implementation of such enhancements or modifications; provided, however, that De-Bottlenecking shall not include (a) any construction within the scope of an EPC Contract, or (b) any ordinary course maintenance or general upkeep designed to maintain or re-establish the previously-established Tested Capacity of the Driftwood LNG Terminal.
De-Bottlenecking Contributions” means Class A De-Bottlenecking Contributions, Class C De-Bottlenecking Contributions, or Class D De-Bottlenecking Contributions.
De-Bottlenecking Estimated Total Quantity” means, with respect to any offering of Additional Issuance Units pursuant to Section 4.3(e)(ii) in respect of De-Bottlenecking Contributions, the total incremental quantity of LNG (in MMBtu) that Driftwood LNG, acting in good faith and as a reasonable and prudent operator, estimates will be produced by the applicable De-Bottlenecking project on an annual basis.
Default Forfeiture Units” means, with respect to a Defaulting Partner, (a) in the case of a default under clause (i) of Section 4.3(c), (i) if the defaulted Capital Contribution relates to a Drawdown Notice in respect of such Defaulting Partner’s Capital Commitment in respect of the Phase 1 Project, all of the Class A Units issued to such Defaulting Partner pursuant to the Contribution Agreement entered into by such Defaulting Partner in respect of the Phase 1 Project, (ii) if the defaulted Capital Contribution relates to a Drawdown Notice in respect of such Defaulting Partner’s Capital Commitment in respect of the Phase 2 Project, (A) all of the Class C Units issued to such Defaulting Partner pursuant to the Contribution Agreement entered into by such Defaulting Partner in respect of the Phase 2 Project, and (B) any Class A Units into which the Class C Units described in the foregoing clause (a)(ii)(A) are converted pursuant to Section 4.3(a)(ii)(D), and (iii) if the defaulted Capital Contribution relates to a Drawdown Notice in respect of such Defaulting Partner’s Capital Commitment in respect of the Phase 3 Project, (A) all of the Class D Units issued to such Defaulting Partner pursuant to the Contribution Agreement entered into by such Defaulting Partner in respect of the Phase 3 Project, and (B) any Class A Units into which the Class D Units described in the foregoing clause (a)(iii)(A) are converted pursuant to Section 4.3(a)(iii)(D), (b) in the case of a default under clause (ii) of Section 4.3(c), all of such Defaulting Partner’s Units, and (c) in the case of a default under clause (iii) of Section 4.3(c), (i) if the LNG deliveries under the applicable LNG SPA commence based on the Date of Full Operations of one or more of the Phase 1 Plants, all of the Class A Units issued to such Defaulting Partner pursuant to the Contribution Agreement entered into by such Defaulting Partner in respect of the Phase 1 Project, (ii) if the LNG deliveries

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under the applicable LNG SPA commence based on the Date of Full Operations of Plant 4, (A) all of the Class C Units issued to such Defaulting Partner pursuant to the Contribution Agreement entered into by such Defaulting Partner in respect of the Phase 2 Project, and (B) any Class A Units into which the Class C Units described in the foregoing clause (c)(ii)(A) are converted pursuant to Section 4.3(a)(ii)(D), and (iii) if the LNG deliveries under the applicable LNG SPA commence based on the Date of Full Operations of Plant 5, (A) all of the Class D Units issued to such Defaulting Partner pursuant to the Contribution Agreement entered into by such Defaulting Partner in respect of the Phase 3 Project, and (B) any Class A Units into which the Class D Units described in the foregoing clause (c)(iii)(A) are converted pursuant to Section 4.3(a)(iii)(D).
Depletable Property” means each separate oil and gas property as defined in Section 614 of the Code.
Depreciation” means, for each Allocation Year or other period, an amount equal to the depreciation, amortization (including pursuant to Sections 195, 197 and 709 of the Code) or other cost recovery deduction allowable with respect to a Property for such period for U.S. federal income tax purposes, except that (a) with respect to a Property the Gross Asset Value of which differs from its adjusted basis for U.S. federal income tax purposes and which difference is being eliminated by use of the “remedial allocation method” as defined in Treasury Regulations Section 1.704-3(d), Depreciation for such period shall be the amount of the book basis recovered for such period under the rules prescribed in Treasury Regulations Section 1.704-3(d)(2), and (b) with respect to any other Property the Gross Asset Value of which differs from its adjusted tax basis at the beginning of such period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the U.S. federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the U.S. federal income tax depreciation, amortization, or other cost recovery deduction for such Allocation Year or other period is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the General Partner.
Designated Individual” has the meaning given to such term in Proposed Treasury Regulations Section 301.6223-1(b)(3) until Treasury Regulations under Section 6223 of the Partnership Tax Audit Rules have been promulgated, and thereafter, shall have the meaning, if any, given to such term in such successor Treasury Regulations.
Distributable Cash” means an amount (which shall not be less than zero) calculated in good faith by the General Partner and determined as of the last day of each Quarter (beginning with the Quarter in which the Date of Full Operations of the first Plant to achieve Full Operations occurs) equal to (a) the Total LNG Sales Revenue for such Quarter, minus (b) the sum of (i) the Total Net Gas Costs, (ii) the Total Opex Costs, and (iii) the Total Debt Service Costs for such Quarter, subject to the Cash Reserve; provided, however, that disbursements made by the Partnership or any of its Affiliates or the establishment, increase, or reduction of the amount of the Cash Reserve after the end of such Quarter but on or before the date of determination of Distributable Cash with respect to such Quarter may, in the discretion of the General Partner, be deemed, for purposes of determining Distributable Cash, to have been made, established, increased, or reduced within such Quarter.

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Distribution Date” means each February 15, May 15, August 15, and November 15 that follows the last day of the Quarter in which the Date of Full Operations of the first Plant to achieve Full Operations occurs, provided that no such date that occurs on or after the date as of which the event triggering dissolution of the Partnership pursuant to Section 8.1 occurs shall be a Distribution Date.
Drawdown Date” means a date on which Limited Partners are required by the General Partner to make Capital Contributions in respect of their Unfunded Commitments, which date shall (a) be specified by the General Partner in a Drawdown Notice delivered by the General Partner to each of the Limited Partners that are required to make Capital Contributions, and (b) be no less than 15 Business Days after the date of delivery of the applicable Drawdown Notice by the General Partner. The term “First Funding Date” as used in the Contribution Agreements is deemed to be a Drawdown Date under this Agreement.
Drawdown Notice” means a written notice (including a Contribution Notice under one or more Contribution Agreements) requiring a Capital Contribution by one or more Limited Partners, which notice shall: (a) be delivered by the General Partner in accordance with Section 4.3(b); (b) call for aggregate Capital Contributions to be funded by Limited Partners in proportion to their respective Unfunded Commitments to fund the construction of the applicable Phase Project and related costs or expenses approved in the then-effective Partnership Budget; and (c) provide a general description of the intended use of funds to be contributed pursuant to such Drawdown Notice.
Driftwood LNG” means Driftwood LNG LLC, a Delaware limited liability company and an Affiliate of the Partnership.
Driftwood LNG Terminal” means the facilities that Driftwood LNG intends to construct, own, and operate (or have operated on its behalf) in Calcasieu Parish, Louisiana, on the Calcasieu River, including the Gas pretreatment and processing facilities, liquefaction facility, storage tanks, utilities, terminal facilities, and associated port and marine facilities, and all other related facilities both inside and outside the LNG plant, inclusive of all Plants.
Driftwood Pipeline” means that certain Gas pipeline that Driftwood LNG Pipeline LLC intends to construct, own, and operate (or have operated on its behalf), and which will interconnect the Driftwood LNG Terminal with other Gas pipelines in Louisiana.
Driftwood Quarterly Delivered Quantity” means, with respect to a Quarter, the aggregate quantity of LNG (expressed in MMBtu) delivered by Driftwood LNG to, suspended by or not taken (without excuse) by, the Limited Partners (or their respective Affiliates) pursuant to the LNG SPAs during such Quarter.
Electronic Transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

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Eligible Limited Partner” means (a) with respect to any Class A Additional Issuance Notice issued pursuant to Section 4.3(e)(ii)(A)(1), each Limited Partner that, as of the date of the applicable Class A Additional Issuance Notice, holds Class A Units and is not a Defaulting Partner, (b) with respect to any Class C Additional Issuance Notice issued pursuant to Section 4.3(e)(ii)(A)(2), each Limited Partner that, as of the date of the applicable Class C Additional Issuance Notice, holds Class C Units and is not a Defaulting Partner, and (c) with respect to any Class D Additional Issuance Notice issued pursuant to Section 4.3(e)(ii)(A)(3), each Limited Partner that, as of the date of the applicable Class D Additional Issuance Notice, holds Class D Units and is not a Defaulting Partner.
Eligible Percentage” means, with respect to an Eligible Limited Partner (a) in connection with a Class A Additional Issuance Notice, such Eligible Limited Partner’s Class A Eligible Percentage, (b) in connection with a Class C Additional Issuance Notice, such Eligible Limited Partner’s Class C Eligible Percentage, and (c) in connection with a Class D Additional Issuance Notice, such Eligible Limited Partner’s Class D Eligible Percentage.
Entity” means any joint venture, general partnership, limited partnership, limited liability company, corporation, trust, business trust, cooperative, association, or other incorporated or unincorporated entity.
EPC Contract” means each of the Phase 1 EPC Contract, Phase 2 EPC Contract, Phase 3 EPC Contract, and Phase 4 EPC Contract.
Equity Interests” of any Person means (a) any and all Capital Stock of such Person, and (b) all rights to purchase, warrants, or options (whether or not currently exercisable), participations, or other equivalents of, or interests in (however designated), such Capital Stock of such Person, but excluding from all of the foregoing any debt securities exercisable for, exchangeable for, or convertible into any of the foregoing.
Excess LNG SPA” means that certain LNG SPA by and between Driftwood LNG and the Initial Limited Partner, in respect of the sale and purchase of a quantity of LNG that varies year-to-year based on Driftwood LNG’s anticipated uncommitted LNG at the Driftwood LNG Terminal.
Exercising Eligible Limited Partner” means, with respect to any issuance of Additional Issuance Units pursuant to Section 4.3(e)(ii), each Eligible Limited Partner that exercises in full its right to purchase its Eligible Percentage of such Additional Issuance Units pursuant to Section 4.3(e)(ii)(B).
Export Control and Sanctions Laws” means export control and sanctions laws and regulations of the United States of America applicable to the Partnership and the Partners, including the Export Administration Regulations, 15 C.F.R. Parts 730 et seq., and economic sanctions administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), 31 C.F.R. Part 500 et seq.
FATCA” means Sections 1471 through 1474 of the Code, the Treasury Regulations (whether proposed, temporary or final) and any subsequent amendments and administrative

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guidance promulgated thereunder and any agreement or applicable intergovernmental agreement entered into pursuant to Section 1471(b)(1) of the Code related thereto, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement.
FID” means, with respect to a Phase Project, a positive final investment decision by the General Partner on behalf of the Partnership in respect of such Phase Project, in each case, as declared by the General Partner, subject to the satisfaction of the conditions applicable to such Phase Project set forth in Section 5.1(b) of the General Partner LLC Agreement, provided that FID taken with respect to a Phase Project may be qualified with respect to certain Pipelines and related infrastructure that will ultimately be part of such Phase Project (including, in the case of the Phase 1 Project, the Pipelines and related infrastructure described in clause (c) of the definition of Phase 1 Project below but excluding the Driftwood Pipeline) as being subject to relevant regulatory, permitting, or similar requirements.
Fiscal Year” means the year ending on December 31 or such other fiscal year as determined by the General Partner in accordance with applicable law.
Former Partner” means any Person that held an interest in the Partnership as a Partner but has ceased to be a Partner.
Full Operations” means, with respect to a Plant, that the Date of Full Operations of such Plant has occurred.
GAAP” means generally accepted accounting principles in the United States that are applied by the Partnership on a consistent basis with prior historical practice.
Gas” means any hydrocarbon or mixture of hydrocarbons consisting predominantly of methane that is in a gaseous state.
General Partner” means Driftwood GP Holdings LLC, a Delaware limited liability company, in its capacity as the general partner of the Partnership, or any successor thereto.
General Partner LLC Agreement” means that certain Second Amended and Restated Limited Liability Company Agreement of the General Partner dated as of even date herewith, as the same may be amended or restated from time to time.
General Partner Units” means the Interest designated as General Partner Units on Schedule 1, which General Partner Units shall represent the Interest held by the General Partner, which General Partner Units shall not be entitled to distributions (liquidating or otherwise) or allocations hereunder.
Gross Asset Value” means with respect to any Property, the Property’s adjusted basis for U.S. federal income tax purposes, except as follows:
(a)    the initial Gross Asset Value of any Property contributed by a Partner to the Partnership shall be the Agreed Value of such Property;

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(b)    immediately prior to the occurrence of a Revaluation Event, the Gross Asset Values of all Properties shall be adjusted to equal their respective fair market values (taking Section 7701(g) of the Code into account), as determined by the General Partner; provided, however, if any Noncompensatory Option is outstanding upon the occurrence of a Revaluation Event, Gross Asset Values shall be adjusted in accordance with Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(1) and 1.704-1(b)(2)(iv)(h)(2);
(c)    the Gross Asset Value of any Property distributed to any Partner shall be adjusted to equal the fair market value (taking Section 7701(g) of the Code into account) of such Property on the date of distribution, as such fair market value is determined by the General Partner; and
(d)    the Gross Asset Values of each Property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such Property pursuant to Section 734(b) or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) and clause (f) of the definition of “Profit” and “Loss”; provided, however, that Gross Asset Values shall not be adjusted pursuant to this clause (d) to the extent an adjustment pursuant to clause (b) above is required in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (d).
If the Gross Asset Value of a Property has been determined or adjusted pursuant to clause (a), (b), or (d) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation or Simulated Depletion taken into account with respect to such Property for purposes of computing Profits and Losses.
Initial Limited Partner” means Driftwood LP Holdings LLC, a Delaware limited liability company.
Interest” means with respect to each Partner at any time, the interest of such Partner in the Partnership then held by such Partner (which interest (a) in the case of the Limited Partners, shall be represented by the Units, and (b) in the case of the General Partner, shall be represented by the General Partner Units), and all rights and liabilities associated therewith in accordance with the terms of this Agreement, at any particular time, including (i) in the case of Class A Units, rights to Quarterly Operating Distributions pursuant to Section 6.6, and (ii) with respect to all Units, rights to distributions pursuant Section 6.7 and ARTICLE VIII and allocations of Profits and Losses.
Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.
IRS” means the U.S. Internal Revenue Service.
LIBOR” means the rate per annum equal to the London Interbank Offer Rate as administered by ICE Benchmark Administration Limited (or any Person which takes over the administration of that rate) for three-month deposits in US$ as published at or about 11:00 a.m. London time on any London Banking Day.

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Limited Partner” means each Person identified as a “Limited Partner” on Schedule 1 and any other Person admitted to the Partnership as a Limited Partner in accordance with the terms of this Agreement, in each case, to the extent such Person holds Units.
Limited Partner Quarterly Delivered Quantity” means, with respect to a Limited Partner for a specified Quarter, the aggregate quantity of LNG (expressed in MMBtu) delivered by Driftwood LNG to, suspended by or not taken (without excuse) by, the Limited Partner (or its Affiliate) pursuant to an LNG SPA during such Quarter.
LNG” means Gas in a liquid state at or below its point of boiling and at or near atmospheric pressure.
LNG SPA” means each LNG Sale and Purchase Agreement by and between a Limited Partner or its Affiliate (or their respective transferees) and Driftwood LNG, as the same may be amended or restated from time to time.
London Banking Day” means any day (other than Saturdays, Sundays and national holidays in London, England) on which banks are normally open to conduct business in London, England.
Majority in Interest” means, as of the relevant date of determination, Limited Partners (other than the Initial Limited Partner) holding greater than 50% of the issued and outstanding Units issued to all Limited Partners (other than the Initial Limited Partner) as of such date (excluding for purposes of such calculation any Units held as of such date by a Defaulting Partner).
Management and Advisory Services Agreement” means that certain Management and Advisory Services Agreement dated as of [        ], 2019 by and between the Partnership and the Advisor, substantially in form and substance as attached hereto as Exhibit A.
MMBtu” means 1,000,000 Btus.
MTPA” means million tonnes per year.
Noncompensatory Option” has the meaning given such term in Treasury Regulations Section 1.721-2(f).
Nonrecourse Liability” has the meaning given such term in Treasury Regulations Section 1.704-2(b)(3).
Opex Costs Carryover” means, with respect to a year (or other period) covered by a Partnership Budget, an amount equal to (a) the Partnership’s and its Affiliates’ actual aggregate operating costs (excluding any capital expenditures and any costs to purchase Gas) for the prior year (or other budget period), excluding any such costs in respect of Plants do not achieve Full Operations prior to the end of such prior year (or other budget period), and in the case of Plants that achieve Full Operations during such prior year (or other budget period), including only such costs in respect of each such Plant for the period of time starting on the Date of Full Operations for such Plant and continuing until the end of such year (or other budget period), minus (b) the Budgeted

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Opex Costs for the year (or other budget period) referred to in clause (a) above, but calculated assuming no Opex Costs Carryover from the year (or other budget period) prior thereto.
Partner Deposit” with respect to each Limited Partner, has the meaning given to such term in the applicable Contribution Agreement between such Limited Partner and the Partnership.
Partner Minimum Gain” has the meaning given the term “partner nonrecourse debt minimum gain” set forth in Treasury Regulations Section 1.704-2(i)(2) and will be computed as provided in Treasury Regulations Section 1.704-2(i)(3).
Partner Nonrecourse Debt” has the meaning given such term in Treasury Regulations Section 1.704-2(b)(4).
Partner Nonrecourse Deductions” has the meaning given such term in Treasury Regulations Section 1.704-2(i).
Partners” means the General Partner and the Limited Partners, and “Partner” refers to the General Partner or any Limited Partner.
Partnership Budget” has the meaning given to such term in the General Partner LLC Agreement.
Partnership Expenses” means the following costs, expenses, and liabilities that in the good faith judgment of the General Partner are incurred by or arise out of the operation and activities of the Partnership: (a) MASA Fees; (b) fees, costs, and expenses payable by the Partnership under any approved Partnership Budget; (c) salaries, wages, benefits, bonuses, and other compensation paid or payable to the directors, managers, officers, employees, consultants, and contractors of the Partnership and its Affiliates, including pursuant to any Construction Incentive Award Agreements; (d) any amounts paid or payable (including to employees or officers of Persons other than the Partnership and its Affiliates) under or in connection with the Construction Incentive Award Agreements; (e) premiums for insurance protecting the Partnership and any Covered Persons from liabilities to third Persons in connection with Partnership affairs; (f) taxes and other governmental charges, fees and duties payable by the Partnership; (g) insurance, regulatory, and litigation expenses and damages; (h) costs and expenses incurred by the General Partner in its capacity as general partner of the Partnership, including any costs or expenses associated with the activities of the board of directors of the General Partner or the Advisory Committee; (i) any and all costs and expenses of the Partnership or its Affiliates under the LNG SPAs or the Management and Advisory Services Agreement; and (j) other fees and expenses to be borne by the Partnership.
Partnership Minimum Gain” has the meaning given such term in Treasury Regulations Section 1.704-2(b)(2) and will be computed as provided in Treasury Regulations Section 1.704-2(d).
Partnership Tax Audit Rules” means Sections 6221 through 6241 of the Code, as amended by section 1101 of the Bipartisan Budget Act of 2015, Pub. L. No. 114-74, and as further amended, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws.

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Person means any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of that person where the context so admits.
Phase Project” means the Phase 1 Project, the Phase 2 Project, or the Phase 3 Project.
Phase Project FID Date” means, with respect to a Phase Project, the date on which FID in respect of such Phase Project has been declared by the General Partner in accordance with Section 5.1(b) of the General Partner LLC Agreement.
Phase 1 EPC Contract” means that certain Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Driftwood LNG Phase 1 Liquefaction Facility, between Driftwood LNG and Bechtel Oil, Gas and Chemicals, Inc., dated November 10, 2017.
Phase 1 FID Class A Unit Amount” means, with respect to the Phase 1 Project, the total number of Class A Units issued to Limited Partners on the Phase 1 Project FID Date pursuant to Section 4.3(a)(i)(B) in exchange for Capital Commitments by such Limited Partners in accordance with the terms of the respective Contribution Agreements entered into by such Limited Partners.
Phase 1 Plants” means, collectively, Plant 1, Plant 2, and Plant 3.
Phase 1 Project” means, collectively, the Phase 1 Plants, associated facilities, and associated Pipelines and Production Facilities, which shall include (a) the Phase 1 Plants and the related infrastructure for production of 16.56 MTPA of LNG, (b) the Driftwood Pipeline and related infrastructure, and (c) the Permian Global Access Pipeline and related infrastructure – PGAP (approx. 2Bcf/d capacity) or for the latter, any other equivalent asset allowing the Partnership and its Affiliates to access competitive gas prices in the Permian Basin.
Phase 1 Project FID Date” means the Phase Project FID Date with respect to the Phase 1 Project.
Phase 1 Unit Issue Price” means $5,000,000.00.
Phase 2 EPC Contract” means that certain Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Driftwood LNG Phase 2 Liquefaction Facility, between Driftwood LNG and Bechtel Oil, Gas and Chemicals, Inc., dated November 10, 2017.
Phase 2 FID Class C Unit Amount” means, with respect to the Phase 2 Project, the total number of Class C Units issued to Limited Partners on the Phase 2 Project FID Date pursuant to Section 4.3(a)(ii)(A) in exchange for Capital Commitments by such Limited Partners in accordance with the terms of the respective Contribution Agreements entered into by such Limited Partners.
Phase 2 Project” means, collectively, Plant 4, associated facilities, and associated Pipelines and Production Facilities for production of 5.52 MTPA of LNG once Plant 4 achieves Full Operations.
Phase 2 Project FID Date” means the Phase Project FID Date with respect to the Phase 2 Project.

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Phase 3 EPC Contract” means that certain Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Driftwood LNG Phase 3 Liquefaction Facility, between Driftwood LNG and Bechtel Oil, Gas and Chemicals, Inc., dated November 10, 2017.
Phase 3 FID Class D Unit Amount” means, with respect to the Phase 3 Project, the total number of Class D Units issued to Limited Partners on the Phase 3 Project FID Date pursuant to Section 4.3(a)(iii)(A) in exchange for Capital Commitments by such Limited Partners in accordance with the terms of the respective Contribution Agreements entered into by such Limited Partners.
Phase 3 Project” means, collectively, Plant 5, associated facilities, and associated Pipelines and Production Facilities for production of 5.52 MTPA of LNG once Plant 5 achieves Full Operations.
Phase 3 Project FID Date” means the Phase Project FID Date with respect to the Phase 3 Project.
Phase 4 EPC Contract” means that certain Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Driftwood LNG Phase 4 Liquefaction Facility, between Driftwood LNG and Bechtel Oil, Gas and Chemicals, Inc., dated November 10, 2017.
Pipelines” means natural gas pipelines to be constructed or acquired from time to time by the Partnership and its Affiliates.
Plant” means each of Plant 1, Plant 2, Plant 3, Plant 4, and Plant 5.
Plant 1” means the LNG production plant to be constructed at the Driftwood LNG Terminal pursuant to the Phase 1 EPC Contract that is described thereunder as “LNG Plant 1.”
Plant 2” means the LNG production plant to be constructed at the Driftwood LNG Terminal pursuant to the Phase 1 EPC Contract that is described thereunder as “LNG Plant 2.”
Plant 3” means the LNG production plant to be constructed at the Driftwood LNG Terminal pursuant to the Phase 2 EPC Contract.
Plant 4” means the LNG production plant to be constructed at the Driftwood LNG Terminal pursuant to the Phase 3 EPC Contract.
Plant 5” means the LNG production plant to be constructed at the Driftwood LNG Terminal pursuant to the Phase 4 EPC Contract.
Production Facilities” means Gas production, storage, processing, gathering, and midstream facilities, including acreage, wellbores, mineral interests, gas reserves, and related wells and leaseholds, and other similar hydrocarbon facilities acquired or to be acquired from time to time by the Partnership and its Affiliates.
Profit” and “Loss” means, for each Allocation Year or other relevant period, an amount equal to the Partnership’s U.S. federal taxable income or loss, respectively, under Section 703(a)

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of the Code (but including in taxable income or loss, for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a) of the Code), with the following adjustments:
(a)    any income of the Partnership that is exempt from U.S. federal income tax and not otherwise taken into account in computing taxable income or loss will be added to such taxable income or loss;
(b)    any expenditures of the Partnership described in Section 705(a)(2)(B) of the Code (or treated as expenditures described in Section 705(a)(2)(B) of the Code pursuant to Treasury Regulations Section l.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing taxable income or loss will be subtracted from such taxable income or loss;
(c)    in the event the Gross Asset Value of any Property is adjusted pursuant to clauses (b) or (c) of the definition of “Gross Asset Value”, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the Property) or an item of loss (if the adjustment decreases the Gross Asset Value of the Property) from the disposition of such Property and shall be taken into account for purposes of computing Profits or Losses;
(d)    gain or loss resulting from any disposition of any Property (other than Depletable Property) with respect to which gain or loss is recognized for U.S. federal income tax purposes will be computed by reference to the Gross Asset Value of the Property disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;
(e)    in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there will be taken into account Depreciation for such Allocation Year or other period;
(f)    to the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734 of the Code is required pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Partner’s Interest, the amount of such adjustment shall be treated either as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases the basis of the asset) from the disposition of the asset;
(g)    any fees and other expenses incurred by the Partnership to promote the sale of (or to sell) an Interest that can neither be deducted nor amortized under Section 709 of the Code will be treated as an item of deduction;
(h)    any gain resulting from any disposition of a Depletable Property with respect to which gain is recognized for U.S. federal income tax purposes shall be treated as being equal to the corresponding Simulated Gain; and

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(h)    excluding any items specially allocated pursuant to Section 6.2.
The amounts of the items of income, gain, loss, or deduction available to be specially allocated pursuant to Section 6.2 shall be determined by applying rules analogous to those set forth in clauses (a) through (h) above.
Property” means all real and personal property acquired by the Partnership, including cash, and any improvements thereto, and shall include both tangible and intangible property.
Public Official” means an elected or appointed official, and any person employed or used as an agent of any national, regional or local government/state or department, body, or agency of any such administration or any company in which such a government/state owns, directly or indirectly, a majority or controlling interest, an official of a political party, a candidate for public office, and any official, employee, or agent of any public international organization.
Qualified Transferee” means a Person that, in the reasonable determination of the General Partner, (a) is not, and has never been, and is not reasonably likely to become involved in, litigation or any similar legal dispute with the Partnership, the General Partner, the Advisor, or any of their respective Affiliates, and (b) possesses such expertise, knowledge and sophistication in financial and business matters generally, and has the sophistication to understand the type of transactions and business in which the Partnership and its Affiliates are engaged or propose to engage.
Quarter” means each calendar quarter ending March 31, June 30, September 30, or December 31 of any calendar year.
Revaluation Event” means each of the following events: (a) the contribution of money or other Property (other than a de minimis amount) by any Person, including an existing Partner, to the capital of the Partnership in consideration for an Interest; (b) the grant of an Interest (other than a de minimis amount) as consideration for the provision of services to or for the benefit of the Partnership by any Person, including an existing Partner, or by another Person acting in the capacity or in anticipation of becoming a partner of the Partnership; (c) the distribution of money or other Property (other than a de minimis amount) by the Partnership to a retiring or continuing Partner as consideration for an Interest; (d) the liquidation of the Partnership; (e) the acquisition of an Interest upon the exercise of a Noncompensatory Option in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(s); (f) the change (other than a de minimis change) in the manner in which the Partners share any item or class of items of income, gain, loss, deduction, or credit in accordance with Proposed Treasury Regulations Section 1.704-1(b)(2)(iv)(f)(5)(v) (2014); or (g) such other times as the General Partner determines to be necessary or advisable in order to comply with Treasury Regulations Sections 1.704-1(b) and 1.704-2.
Sale of the Partnership” means the sale, lease or exchange of substantially all of the assets of the Partnership and its Affiliates or of all of the Interests or a merger or consolidation of the Partnership into another Person (other than pursuant to an internal restructuring that does not result in a change in the effective beneficial ownership of the Partnership), in each case, approved by the General Partner.

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SEC” means the U.S. Securities and Exchange Commission.
Securities Act means the U.S. Securities Act of 1933, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.
Simulated Basis” means, with respect to any Depletable Property, the Gross Asset Value of such Depletable Property. The Simulated Basis of each Depletable Property shall be allocated to each Limited Partner in accordance with such Limited Partner’s Capital Interest Percentage as of the time such Depletable Property is acquired by the Partnership, and shall be reallocated among the Limited Partners in accordance with the Limited Partners’ Capital Interest Percentages as determined immediately following the occurrence of an event giving rise to an adjustment to the Gross Asset Values of the Partnership’s Depletable Properties pursuant to clause (b) of the definition of “Gross Asset Value.”
Simulated Depletion” means, with respect to each Depletable Property, a depletion allowance computed in accordance with U.S. federal income tax principles (as if the Simulated Basis of such Depletable Property were its adjusted tax basis) and in the manner specified in Treasury Regulations Section 1.704-l(b)(2)(iv)(k)(2). For purposes of computing Simulated Depletion with respect to any property, the Simulated Basis of such Depletable Property shall be deemed to be the Gross Asset Value of such Depletable Property, and in no event shall such allowance, in the aggregate, exceed such Simulated Basis.
Simulated Gain” and “Simulated Loss” mean, respectively, the simulated gain or simulated loss computed by the Partnership with respect to each Depletable Property pursuant to Treasury Regulations Section 1.704 1(b)(2)(iv)(k)(2).
Subsequent Phase FID Unit Amount” means 552.
Subsequent Phase Project” means the Phase 2 Project or the Phase 3 Project.
Technical Committee” has the meaning given to such term in the General Partner LLC Agreement.
Tellurian Trading” means Tellurian Trading UK Ltd., a limited company organized under the laws of the United Kingdom.
Termination Event” with respect to a Limited Partner, has the meaning given to such term in the applicable LNG SPA to which such Limited Partner (or its Affiliate) is a party (if any).
Tested Capacity” means a quantity, in MMBtu, determined with respect to one or more Plants that have achieved Full Operations, which aims at determining the production of LNG that can be achieved in a sustainable, reliable and safe manner over one year, provided that, with respect to the calendar year in which the Date of Full Operations of the applicable Plant occurs, such tested capacity with respect to such Plant will be equal to the quantity obtained from the performance test run by the contractor under the relevant EPC Contract, pro-rated for the number of applicable days remaining in the applicable year, and that, for the subsequent years such tested capacity will be

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revised, only if such Tested Capacity has moved upwards, on a yearly basis based on the actual production of LNG reached by a given Plant during the past 12-month period, each time, as adjusted for any major scheduled maintenance and Force Majeure (as such term is defined in the LNG SPAs).
Total Debt Service Costs” means, with respect to a Quarter, the Partnership’s and its Affiliates’ aggregate actual or allocated and documented debt service costs during such Quarter, excluding any such costs incurred in respect of Plants that have not achieved Full Operations prior to the end of such Quarter, and, in the case of Plants that have achieved Full Operations during such Quarter, including only such costs in respect of each such Plant for the period of time starting on the Date of Full Operations for such Plant and continuing until the end of such Quarter.
Total LNG Sales Revenue” means, with respect to a Quarter, the aggregate sales revenue earned by the Partnership for sales of LNG under the LNG SPAs during such Quarter, including from LNG cargoes not taken but paid for, and from LNG cargoes not delivered due to the buyer under the relevant LNG SPA exercising its LNG suspension right.
Total Net Gas Costs” means, with respect to a Quarter, an amount equal to (a) the Partnership’s and its Affiliates’ aggregate actual or allocated and documented costs to gather, process, treat, procure, purchase, transport, store, hedge in respect of, and otherwise deal in Gas required for the operation of the Driftwood LNG Terminal during such Quarter, including all ad valorem taxes, severance taxes, shrinkage and fuel consumed, and all related losses, but excluding costs in respect of the production of Gas from Gas sources in which the Partnership or one or more of its Affiliates has an ownership interest, minus (b) the Partnership’s and its Affiliates’ aggregate revenues during such Quarter from selling, trading, or otherwise dealing in Gas upstream of the Driftwood LNG Terminal, but excluding revenues in respect of Gas from Gas sources in which the Partnership or one or more of its Affiliates has an ownership interest, in each case, excluding any such costs incurred or revenues realized (as applicable) in respect of Plants that have not achieved Full Operations prior to the end of such Quarter, and in the case of Plants that have achieved Full Operations during such Quarter, including only such costs and revenues in respect of each such Plant for the period of time starting on the Date of Full Operations for such Plant and continuing until the end of such Quarter.
Total Opex Costs” means, with respect to a Quarter, an amount equal to (a) the sum of (i) the Budgeted Opex Costs for the year (or other budget period) in which such Quarter occurs, plus (ii) the Opex Costs Carryover with respect to the prior year (or other budget period), divided by (b) the sum of the adjusted annual contract quantities (in MMBtu) of all purchasers under the LNG SPAs for such year (or other budget period), as set forth in the final Composite ADP issued pursuant to Section 8.2.4 of the LNG SPAs, prior to any intra-year updates thereto, multiplied by (c) the total amount of LNG (in MMBtu) that was delivered by Driftwood LNG to, suspended by or not taken (without excuse) by, any Limited Partner (or its Affiliate) pursuant to the LNG SPAs during such Quarter.
Transfer” or derivations thereof, of an Interest means, as a noun, the transfer, sale, assignment, exchange, hypothecation or other disposition of an Interest, or any part thereof, directly or indirectly (including pursuant to a change in the beneficial ownership or control of a Partner), and as a verb, to directly or indirectly transfer, sell, assign, exchange, hypothecate or otherwise

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dispose thereof, provided that a pledge of an Interest as collateral under a credit facility shall not constitute a Transfer for purposes hereof unless and until such pledge is exercised by the lender pursuant to such credit facility.
Transfer Restriction End Date” means the date that is the latest to occur of the respective Dates of Substantial Completion with respect to the Phase 1 Plants.
Transferee” means a Person that receives a Transfer.
Transferor” means a Person that makes a Transfer.
Treasury Regulations” means the regulations, including temporary regulations, promulgated under the Code by the U.S. Department of Treasury, as those regulations may be amended from time to time. Any reference herein to a specific section of the Treasury Regulations shall include any corresponding provisions of succeeding, similar, substitute, or final Treasury Regulations.
Unfunded Commitment” means, with respect to any Limited Partner, the amount of such Limited Partner’s Capital Commitment, determined at any date, that has not been contributed, or deemed to have been contributed, to the Partnership as a Capital Contribution, increased by all distributions from the Partnership to such Limited Partner, to the extent of such Limited Partner’s Capital Contributions that are returned without being used by the Partnership. It is expressly understood and agreed that neither (a) a Limited Partner’s Partner Deposit (and the deemed Capital Contribution of the amount of such Partner Deposit), nor (b) any De-Bottlenecking Contribution made by a Limited Partner shall be considered a contribution in satisfaction of a portion of such Limited Partner’s Capital Commitment or shall reduce such Limited Partner’s Unfunded Commitment.
Units means units of limited partnership interest in the Partnership, and all rights and liabilities associated therewith in accordance with the terms of this Agreement, at any particular time, including rights to distributions (liquidating or otherwise) and allocations, including Class A Units, Class B Units, Class C Units, and Class D Units. Units shall be issued to the Limited Partners from time to time in accordance with the provisions of Section 4.3(a) and Section 4.3(e). The Units issued and outstanding from time to time shall be set forth on Schedule 1.
Unrealized Gain” means, with respect to any Property, an amount (which shall not be less than zero) equal to (a) the Agreed Value of such Property as of the applicable date of determination minus (b) the Gross Asset Value of such Property as of such date of determination.
Unrealized Loss” means, with respect to any Property, an amount (which shall not be less than zero) equal to (a) the Gross Asset Value of such Property as of the applicable date of determination minus (b) the Agreed Value of such Property as of such date of determination.
Unreturned Capital Contributions” means, with respect to a Limited Partner, an amount, which shall not be less than zero, equal to (a) the aggregate Capital Contributions made or deemed to have been made by such Limited Partner in accordance with this Agreement, minus (b) the

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aggregate distributions received or deemed to have been received by such Limited Partner in accordance with this Agreement.
Withdraw” and cognates means the withdrawal or resignation of a Partner from the Partnership as a partner thereof.
1.2    Other Definitional Provisions. Each of the terms below has the meaning set forth in the provision of the Agreement identified opposite such term in the table below.
Term
Provision
AAA
Section 11.9(a)
Additional Class A Units
Section 4.3(e)(ii)(A)(1)
Additional Class C Units
Section 4.3(e)(ii)(A)(2)
Additional Class D Units
Section 4.3(e)(ii)(A)(3)
Allocated Share
Section 7.4(d)
Class A Additional Issuance Notice
Section 4.3(e)(ii)(A)(1)
Class C Additional Issuance Notice
Section 4.3(e)(ii)(A)(2)
Class D Additional Issuance Notice
Section 4.3(e)(ii)(A)(3)
Confidential Information
Section 4.9
Damages
Section 9.3(a)
Defaulting Partner
Section 4.3(c)
Dispute
Section 11.9
Effective Date
First Paragraph
HMT
Section 4.5(f)
Imputed Underpayment Modifications
Section 7.4(c)
Indemnifying Partner
Section 7.4(d)
Liquidator
Section 8.2(c)
MASA Fees
Section 5.2
OFAC
Section 4.5(f)
Original Agreement
Recitals
Partnership
First Paragraph
Partnership Counsel
Section 11.15
Partnership Level Taxes
Section 7.4(c)
Partnership Representative
Section 7.4(a)
Prohibited Transfer
Section 4.6(d)(ii)
Quarterly Operating Distributions
Section 6.6
Ramp-Up Cargoes
Section 3.1(g)
Recalcitrant Partners
Section 7.5(c)
Retained Distributions
Section 6.8
Rules
Section 11.15
Sanctions
Section 4.5(f)
Section 754 Election
Section 7.4(i)
Unsubscribed Units
Section 4.3(e)(ii)(C)

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ARTICLE II
FORMATION
2.1    Formation; Amendment and Restatement of Original Agreement. By filing the Certificate with the Secretary of State of the State of Delaware as set forth in the recitals of this Agreement and executing the Original Agreement, the Partnership has been organized as a limited partnership pursuant to the Act. This Agreement amends and restates the Original Agreement in its entirety and is adopted and agreed to by the Partners to set forth their agreement with respect to the Partnership’s business and the rights, duties, and obligations of the Partners. The General Partner and the Initial Limited Partner hereby agree to continue the Partnership, and the Limited Partners listed on Schedule 1 as of the Effective Date, to the extent not previously admitted to the Partnership, are hereby admitted to the Partnership as Limited Partners. Schedule 1 shall set forth from time to time the name, notice address, cumulative Capital Contributions, Capital Commitment, and number and class of Units of each Partner, and such other information concerning the Partners as the General Partner determines to be necessary or desirable. The General Partner shall from time to time update Schedule 1 as necessary to accurately reflect the information therein, including to reflect the admission of Partners to the Partnership in accordance with this Agreement, to reflect Transfers of Units permitted hereby. Subject to the terms of this Agreement, the General Partner may take any action authorized hereunder with respect to the updating of Schedule 1 without any need to obtain the consent of any other Partner.
2.2    Name. The name of the Partnership is, and the business of the Partnership shall be conducted under the name of, “Driftwood Holdings LP.” The General Partner may change the name of the Partnership at any time and from time to time.
2.3    Registered Office and Registered Agent. The registered office of the Partnership in the State of Delaware is c/o Capitol Services, Inc., 1675 South State Street, Suite B, in the City of Dover, County of Kent, 19001. The name of the Partnership’s registered agent for service of process in the State of Delaware at such address is Capitol Services, Inc. At any time, the General Partner, on behalf of the Partnership, may designate another registered agent or registered office.
2.4    Duration. The Partnership shall continue in existence until terminated pursuant to the provisions hereof. The existence of the Partnership as a separate legal entity shall continue until the cancellation of the Certificate as provided in the Act.
2.5    Purposes and Powers. The purpose for which the Partnership is organized is to transact any or all lawful business for which limited partnerships may be organized under the Act. The Partnership shall have any and all powers that are necessary or desirable to carry out the purposes and business of the Partnership, to the extent the same may be legally exercised by limited partnerships under the Act. The Partnership shall carry out the foregoing activities pursuant to the arrangements set forth in the Certificate and this Agreement.
2.6    Foreign Qualification. The Partnership shall comply, to the extent legally possible, with all requirements necessary to qualify the Partnership as a foreign limited partnership in each jurisdiction in which the Partnership conducts business and such qualification is required. The General Partner shall execute, acknowledge, swear to, and deliver all certificates and other

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instruments conforming with this Agreement that are necessary or appropriate to qualify, continue, and terminate the Partnership as a foreign limited partnership in all jurisdictions in which the Partnership conducts business and such qualification is required.
ARTICLE III
THE GENERAL PARTNER; MANAGEMENT OF THE PARTNERSHIP
3.1    Management of the Partnership by the General Partner.
(a)    The management, control, and operation of, and the determination of policy with respect to, the Partnership and its investment and other activities shall be vested exclusively in the General Partner (acting directly or through its duly appointed officers or agents). The General Partner is hereby authorized and empowered on behalf and in the name of the Partnership and in its own name, if necessary or appropriate, but subject to the other provisions of this Agreement, to carry out any and all of the purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that the General Partner may deem necessary, advisable, convenient, or incidental thereto, including the organization of one or more direct or indirect subsidiaries of the Partnership. The management and the conduct of the activities of the Partnership are and shall remain the sole responsibility of the General Partner.
(b)    In addition to the powers now or hereafter granted to a general partner of a limited partnership under the Act or that are expressly granted to the General Partner under any provision of this Agreement, the General Partner has full power and authority, except as otherwise expressly provided in this Agreement, to do all things deemed necessary or desirable by the General Partner to conduct the business of the Partnership, including: (i) the making of any expenditures and the incurrence of any obligations or indebtedness it deems necessary or advisable for the conduct of the activities of the Partnership; (ii) the use of the assets of the Partnership (including, without limitation, cash on hand) for any Partnership purpose on any terms it sees fit, including the financing of operations of the Partnership and the repayment of obligations of the Partnership; (iii) the negotiation, execution, and performance of any contracts and agreements (including loan agreements) that the General Partner considers desirable, useful, or necessary to the conduct of the business or operations of the Partnership or the implementation of the General Partner’s powers under this Agreement; (iv) the distribution of Partnership cash or other assets; (v) the selection, hiring, and dismissal of employees, attorneys, accountants, consultants, contractors, agents, and representatives, and the determination of their compensation and other terms of employment or hiring; (vi) the maintenance of such insurance for the benefit of the Partnership as the General Partner deems necessary or desirable; (vii) the formation of any further limited or general partnerships, joint ventures, or other relationships that the General Partner determines in good faith necessary or appropriate, consistent with the business purposes of the Partnership, and the contribution to such partnerships or ventures of assets and properties of the Partnership, subject, where applicable, to the terms of the General Partner LLC Agreement; (viii) the control of any matters affecting the rights and obligations of the Partnership, including the conduct of any litigation, the incurring of legal

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expenses, and the settlement of claims and suits; (ix) the appointment of officers of the Partnership and its Affiliates; and (x) the pledging and mortgaging of Partnership assets to secure obligations of the Partnership and its Affiliates.
(c)    Notwithstanding any other provision of this Agreement to the contrary, no Person dealing with the Partnership shall be required to verify any representation by the General Partner as to its authority to encumber, sell, or otherwise use any assets or properties of the Partnership, and any such Person shall be entitled to rely exclusively on such representations and shall be entitled to deal with the General Partner as if it were the sole party in interest therein, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against any such lender, purchaser, or other Person to contest, negate, or disaffirm any action of the General Partner in connection with any such sale or financing. In no event shall any Person dealing with the General Partner or the General Partner’s agent with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with, and each such Person shall be entitled to rely on the assumption that the Partnership has been duly formed and is validly in existence. In no event shall any such Person be obligated to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner’s representative, and every contract, agreement, deed, mortgage, security agreement, promissory note, or other instrument or document executed by the General Partner or the General Partner’s representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any Person claiming thereunder that (i) at the time of the execution and delivery thereof this Agreement was in full force and effect, (ii) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement, and is binding upon the Partnership, and (iii) the General Partner or the General Partner’s representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.
(d)    The funds of the Partnership shall be deposited in accounts designated by the General Partner. The General Partner may, in its sole discretion, deposit funds of the Partnership in a central disbursing account maintained by or in the name of the Partnership, provided that at all times books of account are maintained that show the amount of funds of the Partnership on deposit in such account and interest accrued with respect to such funds as credited to the Partnership. Funds of the Partnership may be invested as determined by the General Partner in accordance with the terms and provisions of this Agreement.
(e)    The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by the General Partner to be genuine and to have been signed or presented by the proper party or parties. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, and other consultants and advisers selected by the General Partner, and any opinion of any such Person as to matters which the General Partner believes to be within such Person’s professional or expert competence shall be full and complete

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authorization and protection in respect of any action taken or suffered or omitted by the General Partner hereunder in good faith and in accordance with such opinion.
(f)    The General Partner’s interest in the Partnership will be represented by the General Partner Units. There shall be a total of 100 General Partner Units issued and outstanding at all times, and all such General Partner Units shall be held at all times by the General Partner. The General Partner may not Transfer all or any part of the General Partner Units to any Person. The General Partner Units shall not be certificated.
(g)    Notwithstanding anything to the contrary in this Agreement, the General Partner shall take such action as shall be necessary in its capacity as general partner of the Partnership to cause any LNG produced by a Plant during the period of time from the Date of Substantial Completion to the Date of Full Operations of such Plant (“Ramp-Up Cargoes”) to be offered to the Limited Partners (or their respective Affiliates under the LNG SPAs) pursuant to a tender process as follows:
(i)    On or before the date that is six months prior to the expected Date of Substantial Completion of the applicable Plant, Driftwood LNG will issue a tender notice to all Limited Partners that hold Units issued in respect of the applicable Phase Project that includes such Plant (or their respective Affiliates under the LNG SPAs) to purchase all or a portion of the Ramp-Up Cargoes expected to be produced prior to the Date of Full Operations of such Plant, which notice shall include reasonably relevant details available at such time (including quantities of LNG available for purchase). If the expected Ramp-Up Cargoes are increased prior to the Date of Full Operations of such Plant, then Driftwood LNG will issue, as soon as reasonably practicable following such increase adjustment, an additional tender notice to all such Limited Partners (or their respective Affiliates under the LNG SPAs) to purchase all or a portion of such increased Ramp-Up Cargoes.
(ii)    Each Limited Partner that is entitled to receive the tender notice described in Section 3.1(g)(i) (or its Affiliate that is party to an LNG SPA) shall have 45 days to submit an offer to Driftwood LNG to purchase all or a portion of the Ramp-Up Cargoes, indicating the price per MMBtu that it is willing to pay for the same. If such Limited Partner (or its Affiliate that is party to an LNG SPA) does not submit an offer pursuant to the immediately preceding sentence within such 45-day period, then such Limited Partner (or its Affiliate that is party to an LNG SPA) shall be deemed to have waived its right to participate in the relevant tender process.
(iii)    Driftwood LNG shall be required to select winning bids from among the offers submitted pursuant to Section 3.1(g)(ii), on the basis of (A) price per MMBtu, and (B) compliance with requested bid parameters; provided, however, that Driftwood LNG may select winning bids on the basis of other criteria, if approved by the General Partner in accordance with Section 5.1(c)(iv) of the General Partner LLC Agreement in each instance.

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(iv)    If Driftwood LNG does not receive bids from the applicable Limited Partners (or their respective Affiliates under the LNG SPAs) to purchase all or a portion of the Ramp-Up Cargoes, then Driftwood LNG shall be free to market any such uncommitted Ramp-Up Cargoes as a result of the tender to the market generally (including third party purchasers).
3.2    No Participation in Management by the Limited Partners.
(a)    No Limited Partner (acting in its capacity as such) shall have the right or power to participate in the management or affairs or conduct of business of the Partnership, nor shall any Limited Partner have the power to sign for or bind the Partnership. Subject to the Act, the exercise by any Limited Partner of any right expressly conferred herein shall not be construed to constitute participation by such Limited Partner in the control of the business of the Partnership so as to make such Limited Partner liable as a general partner for the debts and obligations of the Partnership for purposes of the Act. The foregoing provisions of this Section 3.2(a) shall not be construed to limit a Limited Partner’s right to nominate an individual representative of such Limited Partner to serve as a director on the board of directors of the General Partner in accordance with the General Partner LLC Agreement.
(b)    Except as otherwise required by the Act or other applicable law, no Limited Partner shall be personally liable for any of the debts or obligations of the Partnership, and the liability of each Limited Partner to the Partnership for such debts and obligations shall be limited to the total Capital Contributions that such Limited Partner is required to make to the Partnership pursuant to this Agreement and, in the case of a Limited Partner that executed a Contribution Agreement, any Contribution Agreement to which such Limited Partner is a party, and the obligations, if any, to return distributions to the Partnership to the extent required pursuant to the Act or other applicable law, and such liability shall be enforceable only by the Partnership and the Partners and not, directly or indirectly, by any creditors of the Partnership. The foregoing shall not be construed to limit the enforceability of the Capital Commitments of the Limited Partners or any other contractual obligations of the Limited Partners (or their respective Affiliates) under this Agreement, the Contribution Agreements, or the LNG SPAs, as applicable.
ARTICLE IV
LIMITED PARTNERS; CAPITALIZATION
4.1    Limited Partner Information. Schedule 1 sets forth the respective names, addresses, and e-mail addresses of the Limited Partners, the number and classes of Units held by each Limited Partner, and their respective Capital Commitments and Capital Contributions. The General Partner shall revise Schedule 1 from time to time, without the consent of any other Partner, to reflect any changes in the foregoing information with respect to any Limited Partner made in accordance with this Agreement, and no such revision shall constitute an amendment of this Agreement. Each Limited Partner will provide the Partnership with a duly executed Internal Revenue Service Form W-9 or appropriate Internal Revenue Service Form W-8BEN or Form

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W-8BEN-E, as applicable, in respect of such Limited Partner as soon as reasonably practicable following such Limited Partner’s admission to the Partnership.
4.2    Units.
(a)    Units Generally. Each Limited Partner’s interest in the Partnership will be represented by its Capital Account and by Units issued by the Partnership to such Limited Partner. The four classes of Units to be issued to Limited Partners are Class A Units, Class B Units, Class C Units, and Class D Units. The Units issued and outstanding from time to time shall be set forth on Schedule 1.
(b)    Voting Rights. The Units do not have any voting rights and do not confer the right to vote on matters related to the Partnership or otherwise except as expressly set forth in this Agreement, provided that the foregoing shall not be construed to limit a Limited Partner’s right to nominate an individual representative of such Limited Partner to serve as a director on the board of directors of the General Partner, to the extent such Limited Partner holds Class A Units, in accordance with the General Partner LLC Agreement.
(c)    Certificates. The Units shall not be certificated.
(d)    Several Obligations. The obligations of each Limited Partner hereunder shall be several and not joint and several, and no Limited Partner shall be obligated to make any of the Capital Contributions of another Limited Partner.
(e)    Class B Units. On the Effective Date, the Partnership shall issue to the Initial Limited Partner a total of 1,104 Class B Units. The Initial Limited Partner shall not have any right to receive distributions hereunder in respect of any Class B Units held by the Initial Limited Partner. However, (i) one-half of the Class B Units shall be subject to conversion into Class C Units pursuant to Section 4.3(a)(ii)(B) in the event of FID with respect to the Phase 2 Project, and (ii) the remaining one-half of the Class B Units shall be subject to conversion into Class D Units pursuant to Section 4.3(a)(iii)(B) in the event of FID with respect to the Phase 3 Project. If FID is not taken by the Partnership with respect to the Phase 2 Project or the Phase 3 Project, then the Class B Units will not entitle the Initial Limited Partner to any economic benefits hereunder. No Class B Units shall be issued by the Partnership other than the 1,104 Class B Units issued to the Initial Limited Partner pursuant to this Section 4.2(e).
4.3    Capital Commitments, Capital Contributions, and Issuances of Units.
(a)    Capital Commitments; Issuance and Conversion of Units.
(i)    Phase 1 Project.
(A)    Pursuant to the respective Contribution Agreements entered into on or prior to the Phase 1 Project FID Date in respect of the Phase 1 Project, the Limited Partners have made the respective Capital Commitments

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to the Partnership set forth on Schedule 1 as of the Effective Date. Each such Limited Partner shall be obligated to make Capital Contributions to the Partnership in satisfaction of such Limited Partner’s Capital Commitment in accordance with the respective Contribution Agreement to which such Limited Partner is a party.
(B)    On the Effective Date, the Partnership shall issue to each Limited Partner that has made a Capital Commitment pursuant to a Contribution Agreement on or prior to the Phase 1 Project FID Date in respect of the Phase 1 Project a number of Class A Units equal to (1) the sum of (x) such Limited Partner’s Capital Commitment under such Contribution Agreement, plus (y) the Partner Deposit made by such Limited Partner pursuant to such Contribution Agreement, divided by (2) the Phase 1 Unit Issue Price. As of the Effective Date, the Initial Limited Partner has entered into a Contribution Agreement pursuant to which the Initial Limited Partner has made a Capital Commitment in respect of the Phase 1 Project in the amount of $1,000,000,000.00, for which the Initial Limited Partner will be issued 200 Class A Units.
(C)    In addition to the Class A Units to be issued to the Initial Limited Partner in respect of its Capital Commitment in respect of the Phase 1 Project pursuant to Section 4.3(a)(i)(B), on the Effective Date, in consideration of the Initial Limited Partner’s cumulative Capital Contributions in the form of cash and other Property (including goodwill) with an aggregate Agreed Value equal to the amount set forth opposite the Initial Limited Partner’s name as of the Effective Date on Schedule 1 under the column titled “Capital Contributions,” and not in respect of any Capital Commitment, the Partnership shall issue to the Initial Limited Partner, as of the Effective Date, a number of Class A Units (which shall not be less than zero) equal to (A) 1,656, minus (B) the Phase 1 FID Class A Unit Amount.
(D)    Equity capital required by the Partnership to fund the construction of any Subsequent Phase Project (if any) shall be secured through the execution of Contribution Agreements in respect of such Subsequent Phase Project, and not through the issuance of Class A Additional Issuance Notices pursuant to Section 4.3(e)(ii)(A)(1).
(ii)    Phase 2 Project. If FID is taken by the Partnership in respect of the Phase 2 Project, then the Partnership will be authorized to issue and sell Class C Units as provided in this Section 4.3(a)(ii).
(A)    Pursuant to Contribution Agreements to be entered into on or prior to the Phase 2 Project FID Date in respect of the Phase 2 Project, the Partnership shall issue to the Limited Partners making Capital Commitments to the Partnership to fund the construction of the Phase 2 Project Class C Units in a total amount not to exceed the Subsequent Phase FID Unit Amount.

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Each such Limited Partner shall be obligated to make Capital Contributions to the Partnership in satisfaction of such Limited Partner’s Capital Commitment in accordance with the respective Contribution Agreement to which such Limited Partner is a party.
(B)    Automatically and without any action required on the part of any Person, including the Partnership or any Partner, on the Phase 2 Project FID Date, 552 of the Class B Units held by the Initial Limited Partner shall be converted into a number of Class C Units (which shall not be less than zero) equal to (1) the Subsequent Phase FID Unit Amount, minus (2) the Phase 2 FID Class C Unit Amount.
(C)    The Class C Units issued pursuant to this Section 4.3(a)(ii) and Section 4.3(e)(ii) shall not entitle the Limited Partner holding such Class C Units to any Quarterly Operating Distributions pursuant to Section 6.6 unless and until such Class C Units convert into Class A Units pursuant to Section 4.3(a)(ii)(D).
(D)    The Class C Units shall be subject to conversion into Class A Units as set forth in this Section 4.3(a)(ii)(D). Automatically and without any action required on the part of any Person, including the Partnership or any Partner, on the Date of Full Operations with respect to Plant 4, each Class C Unit held by a Limited Partner shall be converted into a number of Class A Units equal to (1) one, multiplied by (2) a fraction (x) the numerator of which is an amount equal to (I) 552, plus (II) the number of Additional Class C Units issued in respect of Class C De-Bottlenecking Contributions pursuant to Section 4.3(e)(ii)(A)(2) (if any), and (y) the denominator of which is the total number of Class C Units outstanding as of the Date of Full Operations with respect to Plant 4 (including any and all Class C Units issued pursuant to this Section 4.3(a)(ii) and Section 4.3(e)(ii)).
(E)    Neither the automatic conversion of Class B Units into Class C Units pursuant to Section 4.3(a)(ii)(B) nor the automatic conversion of Class C Units into Class A Units pursuant to Section 4.3(a)(ii)(D) shall constitute an issuance of any new Interests or additional Interests by the Partnership but rather shall be deemed re-designations of existing Interests into a different class or number of Units, as applicable.
(F)    The General Partner shall cause Schedule 1 to be updated from time to time to reflect the issuances and automatic conversions of Units contemplated by this Section 4.3(a)(ii).
(iii)    Phase 3 Project. If FID is taken by the Partnership in respect of the Phase 2 Project, then the Partnership will be authorized to issue and sell Class D Units as provided in this Section 4.3(a)(iii).

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(A)    Pursuant to Contribution Agreements to be entered into on or prior to the Phase 3 Project FID Date in respect of the Phase 3 Project, the Partnership shall issue to the Limited Partners making Capital Commitments to the Partnership to fund the construction of the Phase 3 Project Class D Units in a total amount not to exceed the Subsequent Phase FID Unit Amount. Each such Limited Partner shall be obligated to make Capital Contributions to the Partnership in satisfaction of such Limited Partner’s Capital Commitment in accordance with the respective Contribution Agreement to which such Limited Partner is a party.
(B)    Automatically and without any action required on the part of any Person, including the Partnership or any Partner, on the Phase 3 Project FID Date, 552 of the Class B Units held by the Initial Limited Partner shall be converted into a number of Class D Units (which shall not be less than zero) equal to (1) the Subsequent Phase FID Unit Amount, minus (2) the Phase 3 FID Class D Unit Amount.
(C)    The Class D Units issued pursuant to this Section 4.3(a)(iii) and Section 4.3(e)(ii) shall not entitle the Limited Partner holding such Class D Units to any Quarterly Operating Distributions pursuant to Section 6.6 unless and until such Class D Units convert into Class A Units pursuant to Section 4.3(a)(iii)(D).
(D)    The Class D Units shall be subject to conversion into Class A Units as set forth in this Section 4.3(a)(iii)(D). Automatically and without any action required on the part of any Person, including the Partnership or any Partner, on the Date of Full Operations with respect to Plant 5, each Class D Unit held by a Limited Partner shall be converted into a number of Class A Units equal to (1) one, multiplied by (2) a fraction (x) the numerator of which is an amount equal to (I) 552, plus (II) the number of Additional Class D Units issued in respect of Class D De-Bottlenecking Contributions pursuant to Section 4.3(e)(ii)(A)(3) (if any), and (y) the denominator of which is the total number of Class D Units outstanding as of the Date of Full Operations with respect to Plant 5 (including any and all Class D Units issued pursuant to this Section 4.3(a)(iii) and Section 4.3(e)(ii).
(E)    Neither the automatic conversion of Class B Units into Class D Units pursuant to Section 4.3(a)(iii)(B) nor the automatic conversion of Class D Units into Class A Units pursuant to Section 4.3(a)(iii)(D) shall constitute an issuance of any new Interests or additional Interests by the Partnership but rather shall be deemed re-designations of existing Interests into a different class or number of Units, as applicable.
(F)    The General Partner shall cause Schedule 1 to be updated from time to time to reflect the issuances and automatic conversions of Units contemplated by this Section 4.3(a)(iii).

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(b)    Drawdown of Capital Commitments.
(i)    Drawdown Notices in respect of Capital Commitments to fund the construction of the Phase 1 Project shall be sent exclusively to the Limited Partners holding Class A Units issued in exchange for Capital Commitments made pursuant to Contribution Agreements in accordance with Section 4.3(a)(i)(B), in each case, to the extent of the Unfunded Commitments of such Limited Partners. Drawdown Notices in respect of Capital Commitments to fund the construction of the Phase 2 Project shall be sent exclusively to the Limited Partners holding Class C Units issued in exchange for Capital Commitments issued pursuant to Contribution Agreements in accordance with Section 4.3(a)(ii)(A), in each case, to the extent of the Unfunded Commitments of such Limited Partners. Drawdown Notices in respect of Capital Commitments to fund the construction of the Phase 3 Project shall be sent exclusively to the Limited Partners holding Class D Units issued in exchange for Capital Commitments issued pursuant to Contribution Agreements in accordance with Section 4.3(a)(iii)(A), in each case, to the extent of the Unfunded Commitments of such Limited Partners. The General Partner shall not send any Drawdown Notices to the Limited Partners to fund any De-Bottlenecking Contribution out of their Unfunded Commitments.
(ii)    On or before each Drawdown Date, each Limited Partner that has an Unfunded Commitment in respect of the applicable Phase Project shall contribute to the Partnership an amount equal to such portion of its Unfunded Commitment as shall be specified by the General Partner in the Drawdown Notice delivered in respect of such Drawdown Date (which amount shall be calculated by the General Partner in proportion to the Unfunded Commitments of all Limited Partners in respect of the applicable Phase Project, with such adjustments as the General Partner determines in good faith to be necessary to remediate any imbalance in relative Capital Contributions as among the contributing Limited Partners in respect of the applicable Phase Project). The Unfunded Commitment of such Limited Partner shall be reduced by the amount of such Capital Contribution upon receipt thereof by the Partnership. Notwithstanding anything to the contrary in this Agreement, no Limited Partner shall be obligated or bound to make any Capital Contribution in excess of such Limited Partner’s Unfunded Commitment.
(iii)    The General Partner will endeavor to provide reasonable advance written notice to the Limited Partners required to make Capital Contributions in respect of a Drawdown Notice of the approximate date of the expected Drawdown Date thereof, including, to the extent reasonably practicable, one such notice 60 days prior to the estimated Drawdown Date, and an updated notice 30 days prior to the estimated Drawdown Date. The actual Drawdown Date shall be set forth in the applicable Drawdown Notice, which shall be delivered at least 15 Business Days prior to the applicable Drawdown Date.

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(iv)    Capital Contributions drawn from the Limited Partners’ Unfunded Commitments in respect of a Phase Project shall be made by the applicable Limited Partners on each Drawdown Date in accordance with the specifications set forth in the applicable Drawdown Notice. All Capital Contributions shall be made in United States dollars by wire transfer of immediately available funds to an account or accounts of the Partnership specified in the Drawdown Notice, or as otherwise described in any escrow agreement entered into by a Limited Partner in respect of its Capital Commitment.
(c)    Consequences of Default. If (i) a Limited Partner fails to fund any portion of any Capital Contribution required to be made by such Limited Partner pursuant to Section 4.3(b) or otherwise in accordance with a Contribution Agreement to which such Limited Partner is a party, (ii) such Limited Partner breaches any representation or warranty set forth in Section 4.5(g) or any covenant set forth in subclause (y) of Section 4.15(a)(i), or (iii) a Termination Event has occurred with respect to such Limited Partner (or its Affiliate) that gives rise to a right of termination in favor of the Partnership or its Affiliate under an LNG SPA to which such Limited Partner (or its Affiliate) is a party, then such Limited Partner shall be a “Defaulting Partner” for purposes of this Agreement until such default is satisfactorily cured, as determined by the General Partner in its sole discretion. In the discretion of the General Partner, (x) if a Limited Partner remains a Defaulting Partner for a period of 45 days or more (in the case of subclause (i) above), (y) at any time (in the case of subclause (ii) above), or (z) following the continuation of such Defaulting Partner’s default beyond the applicable cure period (if any) under the applicable LNG SPA to which such Defaulting Partner (or its Affiliate) is a party, and otherwise at any time (in the case of subclause (iii) above), all of such Defaulting Partner’s Default Forfeiture Units and all of such Defaulting Partner’s rights to distributions and allocations under this Agreement in respect of its Default Forfeiture Units (including any Retained Distributions in respect of such Default Forfeiture Units) shall be forfeited for no consideration, and, if such Default Forfeiture Units represent such Defaulting Partner’s entire Interest, such Defaulting Partner shall, as of the date of such forfeiture, cease to be a limited partner of the Partnership. Without limiting the foregoing (including without limitation to the General Partner’s discretion to enforce the forfeiture of a Defaulting Partner’s Default Forfeiture Units), at any time during which a Limited Partner is a Defaulting Partner, any distributions that would otherwise be made to such Limited Partner pursuant to this Agreement in respect of its Default Forfeiture Units shall be retained by the Partnership as Retained Distributions in accordance with the provisions of Section 6.8. Notwithstanding the foregoing, each Limited Partner acknowledges that the relationship between such Limited Partner and the Partnership is uniquely essential to the business of the Partnership and the failure to fund any portion of any Capital Contribution required to be made by such Limited Partner pursuant to Section 4.3(b) shall cause irreparable injury to the Partnership for which monetary damages are inadequate, difficult to compute, or both. Accordingly, each Limited Partner agrees that, in addition to any legal or other equitable damages that the Partnership is entitled to recover, the provisions of Section 4.3(b) may be enforced by specific performance and that the Partnership shall be entitled to injunctive relief (without posting any bond or other security) in order to enforce such provisions. The Limited Partners further acknowledge that the

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Partnership might suffer irreparable harm due to delay if, as a condition to obtaining equitable remedies, the Partnership were required to demonstrate it would suffer irreparable harm. The parties hereto therefore intend that if a Limited Partner breaches one or more of its obligations under Section 4.3(b), then for purposes of determining whether to grant an equitable remedy, a court will assume that such breach would cause the Partnership irreparable harm.
(d)    Cancellation of Capital Commitment. All or a portion of the Capital Commitment of a Limited Partner may be canceled at any time by mutual written agreement of the General Partner and such Limited Partner. Upon any such cancellation of all or a portion of a Limited Partner’s Capital Commitment, such Limited Partner shall automatically forfeit a number of Class A Units, Class C Units, or Class D Units, as applicable, equal to (i) the canceled portion of such Limited Partner’s Capital Commitment, divided by (ii) the issue price per Unit issued in respect of such Limited Partner’s Capital Commitment.
(e)    Additional Capital Contributions; Pre-Emptive Rights.
(i)    Additional Capital Contributions. Subject to the provisions of this Section 4.3(e) and the limitations set forth in the General Partner LLC Agreement, the General Partner shall be authorized, at any time and from time to time, to cause the Partnership to request that additional Capital Contributions be made (outside of the Capital Contributions required to be made by Limited Partners in respect of their Capital Commitments) and to issue additional Units in respect of such additional Capital Contributions; provided, however, that if the General Partner determines that the Partnership requires additional funds for the purposes of funding operational expenses or capitalized maintenance costs, the General Partner will cause the Partnership to draw in priority on the available cash on hand of the Partnership, to the extent such cash on hand is not otherwise committed for use or reserved by the Partnership, reasonably expected to be committed for use or reserved by the Partnership, or required by the Partnership’s lenders to be maintained at a minimum level. If the amount of the available cash on hand of the Partnership (after giving effect to the foregoing determinations) is not sufficient to fund the relevant operational expenses or capitalized maintenance costs, the General Partner will be authorized, subject to the limitations set forth in the General Partner LLC Agreement, to request that additional Capital Contributions be made in accordance with this Section 4.3(e). Any such request for additional Capital Contributions and any issuance of Units in connection therewith shall be made pursuant to the procedures set forth in Section 4.3(e)(ii). Any such request may, but shall not be obligated to, be made, without limitation, following a forfeiture of all or a portion of an Interest pursuant to Section 4.3(c) or a cancellation or partial cancellation of a Limited Partner’s Capital Commitment pursuant to Section 4.3(d) if the General Partner determines that the Partnership will require additional capital to fund the construction of the applicable Phase Project (in addition to the remaining Unfunded Commitments of the Limited Partners).

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(ii)    Pre-Emptive Rights Procedure. Any Units other than those issued pursuant to Section 4.3(a) shall be issued in accordance with the procedure set forth in this Section 4.3(e)(ii).
(A)    In connection with any request for additional Capital Contributions, the General Partner shall deliver a notice to the applicable Eligible Limited Partners as follows:
(1)    Any notice requesting funding in respect of the construction of the Phase 1 Project or related Partnership Expenses or for general Partnership matters, other than the construction of the Subsequent Phase Projects and related Partnership Expenses and excluding any Class C De-Bottlenecking Contributions or Class D De-Bottlenecking Contributions, but including any Class A De-Bottlenecking Contributions (any such notice, a “Class A Additional Issuance Notice”), shall be delivered to the Eligible Limited Partners and shall set forth: (w) the Partnership’s intention to request additional Capital Contributions and to issue an amount of additional Class A Units (“Additional Class A Units”) in respect of such Capital Contributions; (x) the number of Additional Class A Units to be issued that corresponds to the Eligible Percentage of each Eligible Limited Partner; (y) the Additional Issuance Unit Price per Class A Unit applicable to such Additional Class A Units; and (z) the intended purposes and uses for the additional Capital Contributions requested pursuant to such Class A Additional Issuance Units. Further, if such Class A Additional Issuance Notice is in respect of any Class A De-Bottlenecking Contributions, such Class A Additional Notice shall identify the De-Bottlenecking Estimated Total Quantity in connection with such Class A De-Bottlenecking Contributions.
(2)    Any notice requesting funding in respect of the construction of the Phase 2 Project or related Partnership Expenses, including any Class C De-Bottlenecking Contributions (any such notice, a “Class C Additional Issuance Notice”), shall be delivered to the Eligible Limited Partners and shall set forth: (w) the Partnership’s intention to request additional Capital Contributions to fund the construction of the Phase 2 Project and to issue an amount of additional Class C Units (“Additional Class C Units”) in respect of such Capital Contributions; (x) the number of Additional Class C Units to be issued that corresponds to the Eligible Percentage of each Eligible Limited Partner; (y) the Additional Issuance Unit Price per Class C Unit applicable to such Additional Class C Units; and (z) the intended purposes and uses for the additional Capital Contributions requested pursuant to such Class C Additional Issuance Units. Further, if such Class C Additional Issuance Notice is in respect of

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any Class C De-Bottlenecking Contributions, such Class C Additional Notice shall identify the De-Bottlenecking Estimated Total Quantity in connection with such Class C De-Bottlenecking Contributions.
(3)    Any notice requesting funding in respect of the construction of the Phase 3 Project or related Partnership Expenses, including any Class D De-Bottlenecking Contributions (any such notice, a “Class D Additional Issuance Notice”), shall be delivered to the Eligible Limited Partners and shall set forth: (w) the Partnership’s intention to request additional Capital Contributions to fund the construction of the Phase 3 Project and to issue an amount of additional Class D Units (“Additional Class D Units”) in respect of such Capital Contributions; (x) the number of Additional Class D Units to be issued that corresponds to the Eligible Percentage of each Eligible Limited Partner; (y) the Additional Issuance Unit Price per Class D Unit applicable to such Additional Class D Units; and (z) the intended purposes and uses for the additional Capital Contributions requested pursuant to such Class D Additional Issuance Units. Further, if such Class D Additional Issuance Notice is in respect of any Class D De-Bottlenecking Contributions, such Class D Additional Notice shall identify the De-Bottlenecking Estimated Total Quantity in connection with such Class D De-Bottlenecking Contributions.
(B)    Each Eligible Limited Partner shall have 30 Business Days after receipt of an Additional Issuance Notice pursuant to Section 4.3(e)(ii)(A) to agree to purchase all or a portion of its Eligible Percentage of the Additional Issuance Units at the Additional Issuance Unit Price set forth in such Additional Issuance Notice by giving written notice to the Partnership and stating therein the quantity of Additional Issuance Units to be purchased by such Eligible Limited Partner.
(C)    If any Eligible Limited Partner fails to exercise in part or in full its right to purchase its Eligible Percentage of the Additional Issuance Units within the 30-day period specified in Section 4.3(e)(ii)(B), the Partnership shall give each Exercising Eligible Limited Partner written notice of the amount of Additional Issuance Units in respect of which Eligible Limited Partners have failed to exercise their rights to purchase (“Unsubscribed Units”), and each such Exercising Eligible Limited Partner shall have five Business Days after receipt of such notice to agree to purchase all or a portion of its proportionate share (based on the relative Eligible Percentages of the Exercising Eligible Limited Partners) of the Unsubscribed Units. The foregoing procedure shall be repeated until (1) the Exercising Eligible Limited Partners have agreed to purchase all of the Unsubscribed

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Units, or (2) no Exercising Eligible Limited Partner agrees to purchase any additional Unsubscribed Units.
(D)    If, after completion of the procedures set forth in Sections 4.3(e)(ii)(A) through 4.3(e)(ii)(C), there remain any Unsubscribed Units, the Partnership shall thereafter be free to sell such Unsubscribed Units to one or more Persons (including Limited Partners) that are not Eligible Limited Partners at a price equal to the Additional Issuance Unit Price set forth in the Additional Issuance Notice and upon substantially the same terms as the Additional Issuance Units are offered to the Eligible Limited Partners pursuant to the foregoing provisions of this Section 4.3(e)(ii).
No Eligible Limited Partner shall be required to purchase any Additional Issuance Units pursuant to this Section 4.3(e)(ii), and the only penalty incurred by an Eligible Limited Partner for failing to exercise its right to purchase any such Additional Issuance Units will be the dilution of its Interest. No Capital Contribution made by any Eligible Limited Partner to acquire Additional Issuance Units pursuant to this Section 4.3(e)(ii) shall reduce such Eligible Limited Partner’s Unfunded Commitment. The General Partner shall cause Schedule 1 to be updated from time to time to reflect the issuances of Units contemplated by this Section 4.3(e)(ii).
(f)    Penalty on Defaulted Commitment Amount. Without limiting any remedy available to the Partnership under Section 4.3(c), if a Limited Partner fails to make a Capital Contribution in respect of its Capital Commitment as and when required under this Agreement, such Limited Partner shall be obligated to pay to the Partnership interest thereon at a rate per annum equal to 2% above LIBOR (as in effect on the day when such sum was originally due) on and from the day when the Capital Contribution was due until the date the Capital Contribution is made, provided that, without prejudice to the other terms of this Agreement, if such period lasts longer than 90 days, the applicable LIBOR rate for each successive term of 90 days during that period shall be that in effect on the first day of that 90-day period. Interest shall accrue from day-to-day and be calculated on the basis of a 360-day year. The interest accrued or paid on any defaulted Capital Contribution pursuant to this Section 4.3(f) shall not (i) be deemed to be a Capital Contribution for purpose of this Agreement, (ii) reduce the applicable Limited Partner’s Unfunded Commitment, or (iii) entitle the applicable Limited Partner to be issued any additional Units.
4.4    Additional Limited Partners. Subject to Sections 4.3(a), 4.3(e), and 4.6, the General Partner shall have full power and authority to admit additional Persons to the Partnership as Limited Partners. Prior to admitting any Person as an additional Limited Partner, the General Partner shall have determined that all of the following conditions have been satisfied:
(a)    The prospective Limited Partner shall have executed and delivered such documents, instruments, and certificates and shall have taken such actions as the General Partner shall deem necessary or desirable to effect such admission, including, if requested by the General Partner, the execution of (i) a counterpart of this Agreement, and (ii) in the case of any Person admitted to the Partnership as a Limited Partner, a contribution or

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subscription agreement containing representations and warranties by such Person that are substantially the same as those made by the previously admitted Limited Partners in the Contribution Agreements previously entered into by the Partnership and such Limited Partners.
(b)    The admission of such prospective Limited Partner shall not result in a violation of any applicable law, including the Securities Act, or any term or condition of this Agreement.
(c)    The Partnership shall not, as a result of such admission, be required to register as an investment company under the Investment Company Act.
(d)    None of the General Partner, the Advisor, or any of their respective Affiliates shall, as a result of such admission, be required to register as an investment adviser under the Advisers Act.
(e)    The Partnership shall not, as a result of such admission, become taxable as a corporation or association.
Upon the admission of a new Limited Partner, or the increase in the Capital Commitment of an existing Limited Partner, in accordance with this Section 4.4, the General Partner shall be authorized to amend Schedule 1 to reflect such admission or increased Capital Commitment, as applicable. The provisions of this Section 4.4 shall not apply to Transfers of Interests, which shall be governed by Section 4.6.
4.5    Representations and Warranties of Limited Partners.
(a)    Each Limited Partner hereby represents and warrants to the Partnership and to each other Partner, without limitation of any representations and warranties set forth in any Contribution Agreement executed and delivered by such Limited Partner, that: (i) such Limited Partner has full power and authority to execute and agree to this Agreement and to perform its obligations hereunder, and that all actions necessary for the due authorization, execution, delivery, and performance of this Agreement by such Limited Partner have been duly taken; (ii) such Limited Partner has duly executed and delivered this Agreement; and (iii) such Limited Partner’s authorization, execution, delivery, and performance of this Agreement do not conflict with any other agreement or arrangement to which such Limited Partner is a party or by which the Limited Partner is bound.
(b)    Notwithstanding anything herein to the contrary, each Limited Partner hereby represents and warrants to the Partnership and each other Partner (in the case of a Limited Partner that executed a Contribution Agreement, without limitation of any representations and warranties set forth in any Contribution Agreement executed and delivered by such Limited Partner), that: (i) the Interest of such Limited Partner is acquired for investment purposes only for its own account and not with a view to or in connection with any distribution, re-offer, resale, or other disposition not in compliance with the Securities Act and applicable state securities laws; (ii) such Limited Partner, alone or together with its

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representatives, possesses such expertise, knowledge and sophistication in financial and business matters generally, and has the sophistication to understand the type of transactions in which the Partnership proposes to engage in particular, that it is capable of evaluating the merits and economic risks of acquiring and holding its Interest; (iii) such Limited Partner has had access to all of the information with respect to its Interest that it deems necessary to make a complete evaluation thereof, and has had the opportunity to question the Partnership and the General Partner concerning such Interest; (iv) the decision of such Limited Partner to acquire its Interest for investment has been based solely upon the evaluation made by such Limited Partner; (v) such Limited Partner is aware that it must bear the economic risk of its investment in the Partnership for an indefinite period of time because the Units have not been registered under the Securities Act or under the securities laws of any state, and therefore, cannot be sold or otherwise Transferred unless the Units are subsequently registered under the Securities Act and any applicable state securities laws or an exemption from registration is available; (vi) such Limited Partner is aware that only the Partnership can take action to register the Units under the Securities Act and the securities laws of the various states and that the Partnership is under no such obligation and does not propose to attempt to do so; (vii) such Limited Partner is aware that this Agreement provides restrictions on the ability of such Limited Partner to sell, transfer, assign, mortgage, hypothecate, pledge, or otherwise encumber its Interest; and (viii) such Limited Partner neither is nor will it be obligated for any finder’s fee or commission in connection with its investment in the Partnership.
(c)    Notwithstanding anything herein to the contrary, each Limited Partner hereby represents and warrants to the Partnership that such Limited Partner is (i) an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act, and (ii) a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act.
(d)    Each Limited Partner hereby represents and warrants to the Partnership and to each other Partner that such Limited Partner either (i) is not a partnership, grantor trust, or Subchapter S corporation for U.S. federal income tax purposes, or (ii) if such Limited Partner is a Subchapter S corporation for U.S. federal income tax purposes, then such Subchapter S Corporation is not part of a tiered arrangement, a principal purpose of which is to permit the Partnership to satisfy the 100 partner limitation set forth in Treasury Regulations Section 1.7704-1(h)(1)(ii).
(e)    Each Limited Partner hereby represents and warrants to the Partnership and to each other Partner that such Limited Partner is an “eligible partner” within the meaning of Treasury Regulations Section 301.6221(b)-1(b)(3).
(f)    Each Limited Partner hereby represents and warrants to the Partnership and to each other Limited Partner that such Limited Partner is not, and will not be, a Person, or owned or controlled by any Person that is currently the subject or target of any sanction (“Sanctions”) administered or enforced by the United States Government (including the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”),

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the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority applicable to such Limited Partner) or whose assets have been frozen pursuant to such Sanctions, unless, in each case, such Sanctions do not prohibit entering into business relationships with such Person.
(g)    Each Limited Partner hereby represents and warrants to the Partnership and to each other Limited Partner that, in the performance of this Agreement or any LNG SPA to which such Limited Partner (or its Affiliate) is a party, and the activities contemplated herein and therein, neither such Limited Partner, nor any of its Affiliates, nor any of its or their respective officers, directors, employees, agents or other representatives has taken any action, or omitted to take any action, which would (x) violate any applicable Anti-Corruption Law, any applicable Export Control and Sanction Laws or any other law applicable to that Limited Partner or its Affiliates, or (y) cause any other Partner or the Partnership to be in violation of any Anti-Corruption Law or Export Control and Sanction Laws applicable to such other Person. Each Limited Partner hereby represents and warrants to the Partnership and to each other Limited Partner that any contract, license, concession or other asset contributed to the Partnership by such Limited Partner (i) has been or will be procured in compliance with applicable laws, and (ii) has been or will be obtained, and has been or will be transferred to the Partnership without recourse to the use of unlawful payments. Without limiting the foregoing, each Limited Partner hereby represents and warrants to the Partnership and to each other Limited Partner, on behalf of itself, its directors, officers, employees, agents, contractors, and Affiliates, that it has not paid any fees, commissions, rebates, gift, promise, or other benefit, directly or indirectly, to any employee, officer or agent of any other Partner or the Partnership or their respective Affiliates or to any Public Official, or any political party, and has not provided or caused to be provided to any of them any gifts or entertainment of significant cost or value in connection with this Agreement in order to influence or induce any actions or inactions in connection with the commercial activities of the Partners and the Partnership hereunder or, more generally, when such payments, gifts, promises, or benefits would be in violation of the Anti-Corruption Laws or the representations and warranties set out in this Section 4.5(g).
4.6    Transfer Restrictions.
(a)    Transfers by Limited Partners. At all times prior to the Transfer Restriction End Date, no Limited Partner may Transfer all or any portion of its Class A Units without the prior written consent of the General Partner, which consent may be granted or withheld in the General Partner’s sole discretion, subject to the terms of the General Partner LLC Agreement, provided that the General Partner shall not withhold such consent in the case of a Transfer to an Affiliate of such Limited Partner or a Transfer pursuant to an exercise by a creditor or lender of such Limited Partner of an equity pledge of such Limited Partner’s Class A Units, as long as such Affiliate, creditor, or lender, as applicable, is a Qualified Transferee. A Limited Partner may Transfer, to any Person that is a Qualified Transferee, all or a portion of such Limited Partner’s Class A Units at any time following the Transfer Restriction End Date, provided that, with respect to any Limited Partner other than the Initial Limited Partner, if such Limited Partner Transfers less than all of such Limited Partner’s

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Class A Units, then, unless otherwise agreed in writing by the General Partner, such Limited Partner shall (i) be required to hold at least 100 Class A Units after giving effect to such Transfer, and (ii) Transfer at least 100 Class A Units to such Qualified Transferee pursuant to such Transfer, and provided, further, that, with respect to the Initial Limited Partner, unless otherwise agreed by a Majority in Interest, if the Initial Limited Partner Transfers less than all of the Initial Limited Partner’s Class A Units, then the Initial Limited Partner shall be required to hold at least 100 Class A Units after giving effect to such Transfer. Any Transfer of Class A Units pursuant to this Section 4.6(a) shall be subject to the terms and conditions set forth in Section 4.6(c). Notwithstanding the foregoing, all Transfers of Class A Units by a Limited Partner shall be subject to the consent of a lender or any Person that provides financing or related commitments to the Partnership or its Affiliates to the extent such consent is required in connection therewith. Except for (A) Transfers in the case of an exercise by a creditor or lender of the Initial Limited Partner of an equity pledge of the Initial Limited Partner’s Class B Units, or (B) Transfers of Class B Units by the Initial Limited Partner to one or more of its Affiliates, the Initial Limited Partner shall not be permitted, without the prior written consent of the General Partner, subject to the terms of the General Partner LLC Agreement, to Transfer any of the Class B Units, unless and until such Class B Units are converted into Class C Units pursuant to Section 4.3(a)(ii)(B) or Class D Units pursuant to Section 4.3(a)(iii)(B), as applicable, and then such Units are further converted into Class A Units pursuant to Section 4.3(a)(ii)(D) or 4.3(a)(iii)(D), as applicable. A Limited Partner shall not be permitted to Transfer any of its Class C Units or Class D Units unless and until (1) in the case of any Class C Units, such Class C Units are converted into Class A Units pursuant to Section 4.3(a)(ii)(D), and (2) in the case of any Class D Units, such Class D Units are converted into Class A Units pursuant to Section 4.3(a)(iii)(D), in each case, without the express prior written consent of the General Partner, which consent may be granted or withheld in the General Partner’s sole discretion, subject to the terms of the General Partner LLC Agreement, provided that the General Partner shall not withhold such consent in the case of a Transfer to an Affiliate of such Limited Partner or a Transfer pursuant to an exercise by a creditor or lender of such Limited Partner of an equity pledge of such Limited Partner’s Class C Units or Class D Units, as applicable, as long as such Affiliate, creditor, or lender, as applicable, is a Qualified Transferee.
(b)    Derivative Partnership Interests. Notwithstanding anything to the contrary in Section 4.6(a), (i) any Transfer of Units by a Limited Partner shall be subject to compliance with the provisions of Section 4.6(c), and (ii) no Limited Partner may enter into, create, sell, or transfer any financial instrument or contract (within the meaning of Treasury Regulations Section 1.7704-1(a)(2)(i)(B)) the value of which is determined in whole or in part by reference to the Partnership (including the amount of Partnership distributions, the value of Partnership assets, or the results of Partnership operations).
(c)    Conditions to Transfer. Any purported Transfer of Units by a Limited Partner pursuant to the terms of this Section 4.6 shall, in addition to any other requirements set forth in this Agreement, be subject to the satisfaction of the following conditions:

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(i)    the Transferor and the proposed Transferee shall have undertaken to pay all reasonable expenses incurred by the Partnership and the General Partner in connection with such Transfer;
(ii)    the General Partner shall have been given at least 20 days’ prior written notice of the proposed Transfer;
(iii)    the Partnership shall have received from the proposed Transferee and, in the case of clause (C) below, from the Transferor to the extent specified by the General Partner, (A) such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which the proposed Transferee shall have agreed to be bound by this Agreement, including, if requested by the General Partner, a counterpart of this Agreement executed by or on behalf of such Transferee, (B) in the case of a Transfer of Units by a Limited Partner issued pursuant to a Contribution Agreement, a certificate or representation to the effect that the representations set forth in the applicable Contribution Agreement to which the Transferor (or the original Transferor of such Units, if applicable) is a party are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such proposed Transferee as of the date of such Transfer, and (C) such other documents, opinions, instruments, and certificates as the General Partner shall have reasonably requested;
(iv)    the Transferor and the proposed Transferee shall have delivered to the Partnership an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the General Partner, to the effect that: (A) such Transfer will not require registration under the Securities Act or violate any provision of any applicable non-U.S. securities laws; (B) the Transfer will not require the Partnership to register as an investment company under the Investment Company Act; (C) such Transfer will not require any of the General Partner, the Advisor, or any of their respective Affiliates to register as an investment adviser under the Advisers Act; (D) such Transfer will not cause the Partnership to be treated as a corporation or an association taxable as a corporation under the Code; and (E) such Transfer will not violate either this Agreement or the laws, rules, or regulations of any state or any governmental authority applicable to the Partnership, the Transferor, the Transferee, or such Transfer;
(v)    each of the Transferor and the proposed Transferee shall have provided a certificate or representation to the effect that: (A) the proposed Transfer will not be effected on or through (1) a U.S. national, regional or local securities exchange, (2) a non-U.S. securities exchange, or (3) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers; (B) it is not, and its proposed Transfer or acquisition (as the case may be) will not be made by, through, or on behalf of, (1) a Person, such as a broker or a dealer, making a market in interests in the Partnership, or (2) a Person that makes available to the public bid or offer quotes with respect to the Interests; (C) the

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Transferee is an “accredited investor,” as such term is defined under the Securities Act; and (D) the Transferee is a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act; and
(vi)    such Transfer will not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations Section 1.7704-1.
A Person that acquires an Interest by Transfer in accordance with this Section 4.6(c) shall be admitted to the Partnership as a Limited Partner to the extent of the Transferred Units.
(d)    Prohibited Transfers.
(i)    No Transfer or attempted Transfer that is in violation of this Agreement shall be valid or effective, and none of the Partnership, the General Partner, or any Limited Partner shall recognize such Transfer for any purpose hereunder. None of the Partnership, the General Partner, or the non-Transferring Limited Partners shall incur any liability as a result of refusing to make any distributions to the Transferee of any such invalid Transfer.
(ii)    In the case of a Transfer or an attempted Transfer of Interests in contravention of the terms of this Agreement (a “Prohibited Transfer”), the Persons engaging or attempting to engage in such Transfer or attempted Transfer shall jointly and severally indemnify and hold harmless the Partnership and the Covered Persons from all losses, costs, liabilities, and damages that any of such indemnified Persons may incur (including incremental tax liability and reasonable attorneys’ fees and expenses) as a result of such Prohibited Transfer and efforts to enforce the indemnity granted hereby.
(iii)    If the Partnership is required by law or order of a court of competent jurisdiction to recognize any Prohibited Transfer, then the Interest that is Transferred (if any) shall be strictly limited to the Transferor’s rights to allocations and distributions as provided by this Agreement with respect to the Transferred Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy any debts, obligations, or liabilities for damages that the Transferor or Transferee of such Interest may have to the Partnership. Any such Transferee shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of a Limited Partner under the Act or this Agreement.
(e)    Complete Transfer. Any Limited Partner that Transfers all of such Limited Partner’s Interest in compliance with this Section 4.6 shall cease to be a limited partner of the Partnership upon consummation of such Transfer.

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4.7    Sale of the Partnership.
(a)    At any time after the Effective Date, the General Partner may give written notice to the Partnership and the Limited Partners requiring a Sale of the Partnership, which written notice shall set forth the material terms of such Sale of the Partnership and be provided by the Partnership and the Limited Partners at least 20 days prior to the consummation of such Sale of the Partnership. A Sale of the Partnership may be effected in one or more transactions or a series of transactions, whether by merger, consolidation, combination, amalgamation, transfer, sale, or other disposition of Interests or of all or substantially all of the Partnership’s or its Affiliates’ assets, as determined by the General Partner in its sole discretion, in accordance with the terms of the General Partner LLC Agreement.
(b)    Each Partner hereby agrees to vote (to the extent any such vote is required by applicable law, including the Act) all of its Interests in favor of a Sale of the Partnership upon the written request of the General Partner. If the Sale of the Partnership is structured as a (i) merger, consolidation, or sale of assets, each Partner shall waive any dissenters’ rights, appraisal rights, or similar rights in connection with such merger, consolidation, or sale of assets, or (ii) sale of Interests, each Partner shall sell all of such Partner’s Interests or rights to acquire Interests on the same terms and conditions in accordance with the terms of the Sale of the Partnership. Subject to the limitations set forth herein, each Partner shall take all reasonably necessary or desirable actions in connection with the consummation of the Sale of the Partnership as may be requested by the General Partner.
(c)    Upon consummation of the Sale of the Partnership, each Partner shall be entitled to receive, as applicable, a proportionate amount of the net proceeds to be distributed to the Partners in connection with such Sale of the Partnership, with such proportions to be determined by assuming that such net proceeds are distributed by the Partnership to the Partners in accordance with Section 6.7. In addition, each Partner will receive the right to elect to receive the same form of consideration as each other Partner and in the same relative proportions if more than one form is received.
(d)    Each Partner shall bear its proportionate share (based upon the distributions of the aggregate consideration from the Sale of the Partnership in accordance with this Agreement) of the costs of any sale of Interests pursuant to a Sale of the Partnership to the extent such costs are incurred by the Partnership or the General Partner for the benefit of all Partners and are not otherwise paid by the Partnership or the acquiring party.
(e)    Each Partner shall bear indemnity obligations in the Sale of the Partnership on the same basis in accordance with the terms of the Sale of the Partnership; provided, however, that (i) each Partner’s indemnity obligation shall be several (and not joint and several) on the basis of such Partner’s proportionate share of the proceeds from such Sale of the Partnership (based upon the distributions of the aggregate consideration from the Sale of the Partnership in accordance with this Agreement) in any indemnification (other than any such obligations that relate specifically to a particular Partner, including indemnification with respect to representations and warranties given by a Partner regarding such Partner’s title to and ownership of Interests, authority, power, capacity, and legal right to enter into

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and consummate such Sale of the Partnership, as to which obligations each such Partner shall be solely liable), and (ii) no Partner’s indemnity obligations (other than for fraud perpetrated directly or indirectly by or on behalf of such Partner) in connection with such Sale of the Partnership shall exceed the gross consideration received by such Partner in the Sale of the Partnership.
4.8    Redemption Rights. If the General Partner, acting in good faith, determines that (a) based on advice of counsel, applicable law or legal requirements require that all or a portion of a Limited Partner’s Interest be divested in order for the Partnership or one or more of its Affiliates to obtain or maintain any material government authorization, permit, license, or registration that is necessary for the conduct of the Partnership’s or one or more of its Affiliates’ business, (b) a Limited Partner (or its Affiliate, as applicable) has breached, in any material respect, any provision of this Agreement (other than a breach arising from a failure by such Limited Partner to make a required Capital Contribution, which is addressed in Sections 4.3(c) and 4.3(f)), any Contribution Agreement to which such Limited Partner is a party, or any LNG SPA to which such Limited Partner (or its Affiliate) is a party, (c) a Bankruptcy has occurred with respect to a Limited Partner, (d) a Limited Partner has engaged in any material violation of law in respect of its relationship with the Partnership or any of its Affiliates, or (e) a Limited Partner (or its Affiliate, as applicable) has exercised its right to terminate any LNG SPA to which such Limited Partner (or its Affiliate) is a party, then, in each case in the discretion of the General Partner (subject, however, to the limitations set forth in Section 5.1(f)(ii) of the General Partner LLC Agreement), such Limited Partner’s entire Interest (or the applicable portion thereof, as applicable), including all of such Limited Partner’s Units (or portion thereof, as applicable) and all of such Limited Partner’s rights to distributions and allocations under this Agreement in respect thereof shall be completely redeemed by the Partnership at a price equal to (i) in the case of a redemption pursuant to clauses (a)(d) above, the fair market value of such Units, as reasonably determined by the General Partner, or (ii) in the case of a redemption pursuant to clause (e) above, $1, and, in any such case if such Units represent such Limited Partner’s entire Interest, such Limited Partner shall, as of the date of such redemption, cease to be a limited partner of the Partnership.
4.9    Confidentiality. Each Partner hereby covenants and agrees that the terms of this Agreement, and any information disclosed by or on behalf of the Partnership or any Partner in connection with this Agreement or which is material non-public information of the Partnership shall be “Confidential Information” and shall, unless otherwise agreed in writing by the General Partner (if the disclosing Partner is a Limited Partner) or a Majority in Interest (if the disclosing Partner is the General Partner), be kept confidential by such Partner and shall not be used by such Partner other than for a purpose connected with this Agreement or disclosed by such Partner to any Person, other than another Partner for Partnership purposes, provided that a Partner may disclose Confidential Information (i) to its legal counsel, accountant, or similar professional under an obligation to maintain the confidentiality of the same to the extent necessary in the context of such Person’s engagement, (ii) if and to the extent required by the rules of any recognized stock exchange or agency established in connection therewith upon which the securities of such Partner or its Affiliate are quoted, provided, that such Partner shall, to the extent practicable, provide the General Partner or the Limited Partners, as applicable, a reasonable opportunity to review and approve in advance the contents of such disclosure, and provided, further, that such Partner shall use its

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commercially reasonable efforts not to take any elective, non-compulsory action that would give rise to an obligation to disclose Confidential Information to any stock exchange or agency, to the extent such obligation would not have arisen absent the taking of such elective, non-compulsory action, (iii) as may be required under applicable federal or state securities or “Blue Sky” laws (iv) if required and to the extent required by any applicable law, or such Partner becomes legally required (by oral questions, interrogatories, requests for information or documents, orders issued by any governmental authority or any other process) to disclose such information, or to the extent necessary to enforce Section 11.9 or any arbitration award (including by filing Confidential Information in proceedings before a court or other competent judicial or arbitral authority) or to enforce other rights of a party to the Dispute, provided that such Partner shall, to the extent practicable, give prior notice to the Partnership of the requirement and the terms thereof and shall cooperate with the Partnership to minimize the disclosure of the information, seek a protective order or other appropriate remedy, and if such protective order or other remedy is not obtained, then such Partner will furnish only that portion of such information that it is legally required to furnish, (v) to any of such Partner’s Affiliates or its or their respective officers and employees, provided that such Partner shall be responsible for any disclosure of Confidential Information by any such Person in violation of this Section 4.9, and (vi) in the case of the General Partner, to lenders, prospective investors and other stakeholders in the Partnership or its Affiliates (including prospective limited partners of the Partnership), or Affiliates of the General Partner in connection with the performance of their duties under the Management and Advisory Services Agreement, any transition services agreement, or any other agreement entered into from time to time between any such Person and the Partnership or one or more of its Affiliates. The Partners recognize that individuals authorized to receive Confidential Information under the foregoing clauses (i) through (vi) may form mental impressions (i.e., impressions not written or otherwise reduced to a record) regarding the Confidential Information.  The use of these mental impressions by such individuals shall not be a violation of the restriction contained in this Section 4.9. Each Partner acknowledges that breach of the provisions of this Section 4.9 shall cause irreparable injury to the Partnership for which monetary damages are inadequate, difficult to compute, or both. Accordingly, each Partner agrees that, in addition to any legal or other equitable damages that the Partnership is entitled to recover, the provisions of this Section 4.9 may be enforced by specific performance and that the Partnership shall be entitled to injunctive relief (without posting any bond or other security) in order to enforce the provisions of this Section 4.9. The obligations under this Section 4.9 shall not preclude the General Partner or its Affiliates from disclosing information as it may reasonably deem to be appropriate in connection with the business activities of the Partnership or its Affiliates or as may be required under federal or state securities or “Blue Sky” Laws or by the rules and regulations of NASDAQ.
4.10    Withdrawal. Except as expressly provided in this Agreement, no Limited Partner has the right to Withdraw without the prior written consent of the General Partner.
4.11    Compensation. No compensation shall be paid by the Partnership to any Person in such Person’s capacity as a Partner. This Section 4.11 shall not be construed to preclude any Partner from receiving distributions from the Partnership or guaranteed payments in accordance with this Agreement, nor to preclude any Partner (or its Affiliates) from serving the Partnership in any other capacity and receiving compensation for such service (including pursuant to the Management and

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Advisory Services Agreement and, with respect to designees serving on the board of directors of the General Partner, the General Partner LLC Agreement).
4.12    Capital Accounts.
(a)    A separate Capital Account shall be maintained for each Partner. Each Partner shall have a single Capital Account that reflects all of such Partner’s Interests, regardless of class or the time or manner in which acquired.
(b)    In the event of a permitted sale or exchange of Interests, the Capital Account of the Transferor shall become the Capital Account of the Transferee, to the extent such Capital Account relates to the Transferred Interest (or portion thereof).
4.13    Withdrawal or Reduction of Capital Contributions.
(a)    A Partner shall not receive out of the Partnership’s property any part of its Capital Contribution until all liabilities of the Partnership, except the liabilities to Partners on account of their Capital Contributions, have been paid or there remains property of the Partnership sufficient to pay such liabilities.
(b)    No Partner shall have the right to withdraw all or any part of its Capital Contribution or to receive any return on any portion of its Capital Contribution, except as may be otherwise specifically provided in this Agreement. Under circumstances involving a return of any Capital Contribution, no Partner shall have the right to receive property other than cash.
4.14    Liability of Limited Partners. No Limited Partner shall be liable for the debts, liabilities, or obligations of the Partnership beyond such Limited Partner’s respective Capital Contributions and Unfunded Commitment. Except as otherwise provided herein, no Limited Partner shall be required to contribute to the capital of, or to loan any funds to, the Partnership.
4.15    Compliance with Laws.
(a)    Prohibited Practices.
(i)    Each Limited Partner agrees that, in the performance of this Agreement, any LNG SPA to which such Limited Partner (or its Affiliate) is a party, and the activities contemplated herein and therein, neither such Limited Partner, nor any of its Affiliates, nor any of its or their respective officers, directors, employees, agents or other representatives will take any action, or omit to take any action, which would (x) violate any applicable Anti-Corruption Law, any applicable Export Control and Sanction Laws or any other law applicable to that Limited Partner or any of its Affiliates, or (y) cause any other Partner or the Partnership to be in violation of any Anti-Corruption Law or Export Control and Sanction Laws applicable to such other Person.

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(ii)    Without limiting Section 4.15(a)(i), each Limited Partner agrees on behalf of itself, its directors, officers, employees, agents, contractors, and Affiliates, not to pay any fees, commissions, rebates, gift, promise, or other benefit, directly or indirectly, to any employee, officer or agent of any other Partner or the Partnership or their respective Affiliates or to any Public Official, or any political party, nor provide or cause to be provided to any of them any gifts or entertainment of significant cost or value in connection with this Agreement in order to influence or induce any actions or inactions in connection with the commercial activities of the Partners and the Partnership hereunder.
(b)    Records; Audit. Each Limited Partner shall keep all records necessary to confirm compliance with Sections 4.15(a)(i)(y) and 4.15(a)(ii) for a period of five years following the year for which such records apply. If the General Partner asserts that a Limited Partner is not in compliance with Sections 4.15(a)(i)(y) or 4.15(a)(ii), the General Partner shall send a notice to the Limited Partner indicating the type of noncompliance asserted. After giving such notice, the General Partner may cause an independent auditor to audit the records of the Limited Partner in respect of the asserted noncompliance. The costs of any independent auditor under this Section 4.15(b) shall be paid (i) by the Limited Partner, if such Limited Partner is determined not to be in compliance with Sections 4.15(a)(i)(y) or 4.15(a)(ii), as applicable, and (ii) by the General Partner, if the Limited Partner is determined to be in compliance with Sections 4.15(a)(i)(y) or 4.15(a)(ii), as applicable.
(c)    Indemnity. Each Limited Partner shall indemnify and hold the Partnership and its Affiliates and each other Partner and its Affiliates harmless from any losses, liabilities, damages, costs, judgments, settlements and expenses arising out of such Limited Partner’s breach of any or all of Sections 4.15(a) or 4.15(b) or the breach of the representation and warranty in Section 4.5(g).
(d)    Conflict of Interests. In the event that any Partner obtains information indicating that an individual holding more than 5%, or directly or indirectly controlling an interest in such Partner (including the indirect or beneficial owners), is or has become a Public Official in the United States of America, then such Partner shall (i) subject to any applicable Laws restricting disclosure of such information, promptly notify the Partnership and the other Partners, and (ii) take all reasonable efforts to ensure that such individual refrains from participating, in his or her capacity as a Public Official, in any decision on behalf of such Partner under this Agreement or the other agreements referenced herein (including the General Partner LLC Agreement or any LNG SPA).
(e)    Policies. The Partnership shall (i) have policies and procedures designed to ensure ethical commercial practices, and more specifically, to prevent all types of illegal payments, including bribery and corruption, (ii) have policies regarding recording and conserving accounting entries which sincerely and reasonably reflect all the transactions carried out by the Partnership and the status of its assets, and (iii) organize and maintain a system for internally auditing accounting entries which are reasonably sufficient to detect and prevent any illegal payments, including bribery and corruption. The General Partner

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shall comply, and shall cause the Partnership to comply, with all such policies and systems of the Partnership.
(f)    Certain Notices. Each Partner shall, as soon as reasonably practicable, notify each other Partner of any investigation or proceedings formally instigated by a public authority and relating to any alleged violation of the applicable Anti-Corruption Laws by the Partnership or such Partner or its Affiliates, or one of its directors or officers in relation to the transactions or activities covered by this Agreement. Such Partner shall keep the other Partners informed of the progress and status of such investigation or proceedings, unless such party is unable to disclose information to the other parties on the grounds that it is deemed to be legally protected.
(g)    Public Officials. Each Partner hereby covenants to the Partnership and the other Partners that none of the directors, officers, or employees seconded to the Partnership by or on behalf of such Partner or likely to be involved in the transactions or supervision of the Partnership will, at the time of such secondment, be a Public Official or a Close Family Member of a Public Official.
4.16    Security in Partnership Assets; Cooperation. In connection with any indebtedness of or guaranty by the Partnership, the General Partner may cause the Partnership to secure any such indebtedness or guaranty by, among other things, granting a security interest in, or pledging the assets of, the Partnership, including the Unfunded Commitments, and by granting any lender or any Person that provides financing or related commitments in connection therewith the right to issue Drawdown Notices to call Capital Contributions from the Limited Partners, provided that no such collateral assignment shall be treated as a Transfer for purposes of this Agreement. Each Limited Partner shall cooperate with the reasonable requests of the General Partner in connection with the securing of indebtedness and guaranties of the Partnership as described in this Section 4.16, including, by providing such customarily required information (including financial information), certifications, documents, and signatures as may be requested by lenders from time to time in connection with such borrowings or guaranties, by pledging its Interests to any such lenders, and by entering into direct agreements or consent agreements pursuant to which such Limited Partner consents to the collateral assignment of the Partnership’s assets to any such lender or other Person and the subsequent assignment and transfer of such assets to any such lender or other Person or a designee or nominee thereof (including a purchaser at any foreclosure sale or any assignee or transferee under any instrument of assignment or transfer in lieu of foreclosure) following an event of default by the Partnership under the financing documents entered into by the Partnership and agrees to other undertakings that are normal and customary in financings or refinancings of the type entered into by the Partnership and the lenders or other Persons.
4.17    Mandatory Redemption. If, at any time, the Partnership or the General Partner becomes (a) the subject or target of any Sanctions or (b) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority, then each Limited Partner (other than any Limited Partner that is an Affiliate of the General Partner) shall have the right, upon written request to the General Partner, to require that the Partnership redeem such Limited

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Partner’s entire Interest, including all of such Limited Partner’s Units and all of such Limited Partner’s rights to distributions and allocations under this Agreement, at a price equal to $1.00, and such Limited Partner shall, as of the date of such redemption, cease to be a limited partner of the Partnership; provided, however, that, if the redemption right pursuant to this Section 4.17 arises as a result of the conduct of a Limited Partner (other than any Limited Partner that is an Affiliate of the General Partner), then the General Partner shall have a reasonable opportunity to cure the circumstances giving rise to such redemption right, including pursuant to the exercise of any remedy available to the Partnership under Section 4.3(c) or 4.8, and if the General Partner so cures, then the Partnership shall not be obligated to consummate any redemption requested by any Limited Partner pursuant to this Section 4.17 in connection with such conduct.
4.18    Proposal of Secondees. Each Limited Partner will be entitled to propose at least two secondees to the Partnership, provided that the placement of such secondees shall be subject to the discretion of the General Partner acting reasonably and taking into consideration the seniority and experience of the proposed secondees. The General Partner shall cause the Partnership to adopt a policy regarding the acceptance and placements of proposed secondees of the Limited Partners.
ARTICLE V
PARTNERSHIP EXPENSES
5.1    Payment of Partnership Expenses. The Partnership shall be directly responsible for the payment of all Partnership Expenses. All Partnership Expenses shall be billed directly to, and paid by, the Partnership. The General Partner, the Initial Limited Partner, and their respective Affiliates shall be fully reimbursed by the Partnership for any Partnership Expenses incurred from time to time on behalf of the Partnership.
5.2    Management and Advisory Services Agreement. The Partnership and the Advisor have entered into or will enter into the Management and Advisory Services Agreement. The Partnership will pay to the Advisor the fees calculated in accordance with the Management and Advisory Services Agreement (such fees, the “MASA Fees”) at such times and in such amounts as provided in the Management and Advisory Services Agreement. Any accrued but unpaid MASA Fees as of the Effective Date shall be paid as soon as reasonably practicable. The MASA Fees shall be funded out of the assets of the Partnership.
ARTICLE VI
ALLOCATIONS AND DISTRIBUTIONS
6.1    Basic Allocations. Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain, loss, and deduction, including Simulated Gain) of the Partnership shall be allocated among the Partners in a manner such that, after giving effect to the special allocations set forth in Section 6.2, the Capital Account of each Partner, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to (a) the distributions that would be made to such Partner if the Partnership were dissolved, its affairs wound up, and its assets sold for cash equal to their respective Gross Asset Values, all Partnership liabilities were satisfied (limited with respect to each nonrecourse liability to the sum of the Gross Asset Values of the assets securing such

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liability), and the net assets of the Partnership were distributed to the Partners immediately after making such allocation in accordance with the priorities set forth in Section 8.3(c), minus (b) the sum of (i) such Partner’s share of Partnership Minimum Gain and Partner Minimum Gain, each as computed immediately prior to the hypothetical sale of assets, and (ii) the amount, if any, that such Partner is obligated (or deemed obligated) to contribute, in its capacity as a partner of the Partnership, to the Partnership immediately after the hypothetical sale of assets described in clause (a) above. In the event that the Code or any Treasury Regulations require allocations of items of income, gain, loss, deduction or credit different from those set forth in this ARTICLE VI, the General Partner, in accordance with Section 5.1(e)(vi) of the General Partner LLC Agreement, is hereby authorized to make new allocations in reliance on the Code and such Regulations, and no such new allocations will give rise to any claim or cause of action by any Partner.
6.2    Special Allocations. If the requisite stated conditions or facts are present, the following special allocations shall be made in the following order and priority:
(a)    Minimum Gain Chargeback. If there is a net decrease in Partnership Minimum Gain during any Allocation Year, each Partner shall be specially allocated items of Partnership income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in proportion to, and to the extent of, an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain determined in accordance with Treasury Regulations Section 1.704-2(g)(2). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be so allocated to each Partner pursuant thereto. The items to be allocated will be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.
(b)    Partner Minimum Gain Chargeback. If there is a net decrease in Partner Minimum Gain attributable to Partner Nonrecourse Debt during any Allocation Year, determined in accordance with Treasury Regulations Section 1.704-2(i)(3), then, except as provided in Treasury Regulations Section 1.704-2(i)(4), each Partner that has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be allocated items of income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Partner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in a manner consistent with the provisions of Treasury Regulations Section 1.704-2(g)(2). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be so allocated to each Partner pursuant thereto. The items to be allocated will be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.

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(c)    Qualified Income Offset. In the event any Partner unexpectedly receives any adjustment, allocation, or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), which results in a deficit balance in Partner’s capital account (as specially adjusted under the rules of Treasury Regulations Section 1.704-1(b)(2)(d)), such Partner shall be specially allocated items of income and gain (consisting of a pro rata portion of each item of income and gain) in an amount and in the manner sufficient to eliminate any deficit in such Partner’s Adjusted Capital Account created by such adjustment, allocation or distribution as quickly as possible, provided that an allocation pursuant to this Section 6.2(c) shall be made only if and to the extent that such Partner would have a deficit in such Partner’s Adjusted Capital Account after all other allocations provided in this ARTICLE VI have been tentatively made as if this Section 6.2(c) were not a part of this Agreement. This Section 6.2(c) is intended to be a “qualified income offset” as that term is used in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
(d)    Stop Loss. No amount of Loss shall be allocated to any Limited Partner to the extent any such allocation would cause such Limited Partner to have a, or increase the amount of an existing, deficit in such Limited Partner’s Adjusted Capital Account balance at the end of any Allocation Year. All Loss in excess of the limitation set forth in this Section 6.2(d) shall be allocated among such other Partners who have positive Adjusted Capital Account balances in proportion to such positive Adjusted Capital Account balances until each Partner’s Adjusted Capital Account balance is reduced to zero. Thereafter, any remaining Loss shall be allocated solely to the Limited Partners in proportion to their relative interests in the Partnership as required by Section 704(b) of the Code.
(e)    Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any Allocation Year shall be specially allocated to the Partner that bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i)(1).
(f)    Nonrecourse Deductions. Excess Nonrecourse Liabilities (as defined and determined under Treasury Regulations Section 1.752-3) and Nonrecourse Deductions (as defined and determined under Treasury Regulations Section 1.704-2(b)(1)) for each Allocation Year shall be allocated among the Partners in proportion to their relative Class A Percentages.
(g)    Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership property pursuant to Sections 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts as a result of a distribution to a Partner in complete liquidation of such Partner’s Interest will be treated as an item of gain (if the adjustment increases the basis of the property) or loss (if the adjustment decreases such property) and such gain or loss will be specially allocated among the Partners in accordance with their interests in the Partnership in the event 1.704-1(b)(2)(iv)(m)(2) applies, or to the Partners to which such distribution was made in the event 1.704-1(b)(2)(iv)(m)(4) applies.

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(h)    Simulated Depletion; Simulated Loss. In lieu of any allocation for depletion with respect to any Depletable Property and loss on the disposition of any Depletable Property, Simulated Depletion and Simulated Loss with respect to each Depletable Property shall be allocated to the Partners in the same proportion that the Partners (or their predecessors in interest) were allocated the Simulated Basis of such property.
(i)    General Partner Expenses. To the extent, if any, that General Partner expenses and any items of loss, expense, or deduction resulting therefrom are deemed to constitute items of Partnership loss or deduction rather than items of loss, expense, or deduction of the General Partner, such General Partner expenses and other items of loss, expense, and deduction shall be allocated 100% to the General Partner and the General Partner’s Capital Account shall be credited with a deemed Capital Contribution of the same amount.
(j)    Payee Allocation. In the event any payment to any Person that is treated by the Partnership as the payment of an expense is recharacterized by a taxing authority as a Partnership distribution to the payee as a partner, such payee shall be specially allocated an amount of Partnership gross income and gain as quickly as possible equal to the amount of the distribution.
6.3    Tax Allocations; Section 704(c).
(a)    The Partnership shall, except to the extent such item is subject to allocation pursuant to Section 6.3(b) below, allocate each item of income, gain, loss, deduction, and credit, for U.S. federal income tax purposes, in the same manner as such item was allocated for purposes of maintaining the Partners’ Capital Accounts.
(b)    The Partnership, for U.S. federal income tax purposes, shall allocate items of income, gain, loss, depreciation, cost recovery, and amortization deductions attributable to any Contributed Property with a Built-In Gain or Built-In Loss pursuant to Section 704(c) of the Code using any method permitted pursuant to Treasury Regulations Section 1.704-3, as determined by the General Partner. Similar allocations shall be made in the event the Gross Asset Value of Partnership Properties subject to depreciation, cost recovery, or amortization are adjusted pursuant to the definition of “Gross Asset Value.” If an existing Partner acquires an additional Interest, such allocations shall apply only to the extent of such Partner’s additional Interest. No allocation under Section 704(c) of the Code shall be charged or credited to a Partner’s Capital Account. The General Partner’s determinations pursuant to this Section 6.3(b) shall not be subject to the approval provisions in Section 5.1(e)(vi) of the General Partner LLC Agreement; provided, however that any material determination made pursuant to this Section 6.3(b) shall be subject to the approval provisions in Section 5.1(e)(vi) of the General Partner LLC Agreement if such determination is reasonably likely to result in a material and adverse change in the tax position of the Partnership. The General Partner will provide each Limited Partner with advance notice of any determination that is reasonably likely to result in a material and adverse change in the tax position of the Partnership and will consider in good faith any recommendations made by the Limited Partners related to such determination prior to making such determination final.

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(c)    The deduction for depletion with respect to each Depletable Property shall, in accordance with Section 613A(c)(7)(D) of the Code, be computed for U.S. federal income tax purposes separately by the Partners rather than the Partnership. Except as provided in Section 6.3(b), for purposes of such computation, the proportionate share of the adjusted tax basis of each Depletable Property shall be allocated among the Limited Partners based upon their relative Capital Interest Percentages as of the date of the acquisition of, or the addition of improvements capitalized in the basis subject to depletion of, such Depletable Property by the Partnership. Further, upon the occurrence of an adjustment to the Gross Asset Values of the Depletable Properties of the Partnership pursuant to clause (b) of the definition of Gross Asset Value, except as provided in Section 6.3(b), the proportionate share of the adjusted tax basis of each such Depletable Property shall be reallocated among the Limited Partners based upon the relative Capital Interest Percentages of the Limited Partners as of the date of such adjustment.
(d)    For the purposes of the separate computation of gain or loss by each Partner on the sale or disposition of each Depletable Property, the Partnership’s allocable share of the “amount realized” (as such term is defined in Section 1001(b) of the Code) shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) first, to the extent such amount realized constitutes a recovery of the Simulated Basis of the Depletable Property, to the Partners in the same percentages as the depletable basis of such Depletable Property was allocated to the Partners pursuant to Section 6.3(c); and (ii) second, the remainder of such amount realized, if any, to the Partners so that, to the maximum extent possible, the total amount realized allocated to each Partner under this Section 6.3(d) will equal such Partner’s interest in the proceeds derived by the Partnership from such sale or disposition.
(e)    Each Limited Partner shall separately keep records of its share of the adjusted tax basis in each Depletable Property, adjust such share of the adjusted tax basis for any cost or percentage depletion allowable with respect to such property, and use such adjusted tax basis in the computation of its cost depletion or in the computation of its gain or loss on the disposition of such property by the Partnership. Upon the request of the Partnership, each Limited Partner shall advise the Partnership of its adjusted tax basis in each Depletable Property and any depletion computed with respect thereto, both as computed in accordance with the provisions of this Section 6.3(e). The Partnership may rely on such information and, if it is not provided by the Limited Partner, may make such reasonable assumptions as it shall determine with respect thereto.
(f)    Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulations Sections 1.1245-1(e) and 1.1254-5, to the Limited Partners who received the benefit of such deductions, and (ii) recapture of grants or credits shall be allocated to the Limited Partners in accordance with applicable law.
(g)    If, as a result of an exercise of a Noncompensatory Option, a Capital Account reallocation is required under Treasury Regulations Section 1.704-1(b)(2)(iv)(s)(3), the

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Partnership shall make corrective allocations pursuant to Treasury Regulations Section 1.704-1(b)(4)(x).
6.4    Other Allocation Rules. Profit, Loss and any other items of income, gain, loss, or deduction shall be allocated to the Partners pursuant to this ARTICLE VI as of the last day of each Allocation Year, provided that Profit, Loss, and such other items shall also be allocated at such times as the Gross Asset Value of any Property is adjusted pursuant to the definition of “Gross Asset Value” in Section 1.1. For purposes of determining Profit, Loss, or any other items allocable to any period, Profit, Loss, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partner using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder. The Partners are aware of the income tax consequences of the allocations made by this ARTICLE VI and hereby agree to be bound by the provisions of this ARTICLE VI in reporting their shares of Partnership income and loss for income tax purposes, except to the extent otherwise required by law.
6.5    Allocations on Transfers. Unless another method is required by the Code or if another method is permitted by the Code and is agreed to by the General Partner, the Transferor, and the Transferee, Profit and Loss, and each item thereof, attributable to any Interest that has been Transferred shall be allocated between the Transferor and Transferee in proportion to the number of days each held such Interest during the Allocation Year without regard to Partnership’s operations during such days. However, gain or loss realized on a Transfer of Property other than in the ordinary course of business shall be allocated to the Person holding such Transferred Interest on the date of such Transfer.
6.6    Quarterly Operating Distributions. Subject to Sections 6.8 and 6.9, on each Distribution Date that is on or before the date that is 30 years after the Date of Full Operations of the first Plant to achieve Full Operations, the Partnership shall distribute in cash to the Limited Partners holding Class A Units as of such Distribution Date an aggregate amount equal to the amount of Distributable Cash determined by the General Partner with respect to the Quarter ending immediately prior to such Distribution Date (each such distribution, a “Quarterly Operating Distribution”), which Quarterly Operating Distribution shall be apportioned among such Limited Partners in proportion to their respective Limited Partner Quarterly Delivered Quantities during such Quarter, as compared to the Driftwood Quarterly Delivered Quantity for such Quarter.
6.7    Other Distributions. Subject to Sections 6.8 and 6.9, any distributions made by the Partnership other than Quarterly Operating Distributions pursuant to Section 6.6 or distributions made in connection with a winding up, liquidation, or termination of the Partnership pursuant to Section 8.3(c) (which may include distributions of net proceeds deemed available for distribution from sales or other dispositions of assets, refinancings or recapitalizations, or fundamental transactions, as determined by the General Partner), shall be apportioned among the Limited Partners as follows:
(a)    first, to the Limited Partners in proportion to their respective Unreturned Capital Contributions until the Unreturned Capital Contributions of each Limited Partner have been reduced to zero; and

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(b)    thereafter, to the Limited Partners holding Class A Units in proportion to their respective Class A Percentages.
Operating distributions made by the Partnership after the date that is 30 years after the Date of Full Operations of the first Plant to achieve Full Operations shall be made according to this Section 6.7, unless otherwise determined by the General Partner, acting in accordance with Section 5.1(e)(viii) of the General Partner LLC Agreement.
6.8    Retention of Distributions in Respect of Defaulting Partners. Any distributions that would be made pursuant to Section 6.6 or 6.7 in respect of any Default Forfeiture Units held by any Defaulting Partner shall be retained by the Partnership until such time (if any) as such Defaulting Partner either ceases to be a Defaulting Partner or forfeits such Defaulting Partner’s Default Forfeiture Units in accordance with Section 4.3(c) (any distributions so retained, “Retained Distributions”). If a Limited Partner ceases to be a Defaulting Partner as a result of a cure of the applicable default in accordance with the provisions of Section 4.3(c), the General Partner shall cause the Partnership, promptly following such cure, to pay to such Limited Partner any Retained Distributions retained in respect of such Limited Partner’s Default Forfeiture Units pursuant to this Section 6.8. Retained Distributions in respect of Default Forfeiture Units that are forfeited by a Defaulting Partner pursuant to Section 4.3(c) shall become Partnership property.
6.9    Limitations upon Distributions. Notwithstanding anything to the contrary contained herein, the Partnership shall not make a distribution to any Partner if such distribution would violate the Act or other applicable law.
ARTICLE VII
BOOKS AND ACCOUNTS; FINANCIAL REPORTS; WITHHOLDING
7.1    Records and Access to Books and Records.
(a)    The General Partner shall keep or cause to be kept at the address of the General Partner (or at such other place as the General Partner shall determine and shall advise the Limited Partners in writing of such other place) books and records and accounts of the transactions of the Partnership, which shall set forth all information required by the Act. The Partnership’s books and records shall be maintained in accordance with GAAP, which shall be the basis for the preparation of the financial reports to be delivered to the Partners pursuant to this ARTICLE VII.
(b)    At any time while the Partnership continues and until three years after its final liquidation (but only during normal business hours and on not less than 10 Business Days’ prior written notice to the General Partner), each Limited Partner (or the designee thereof) may, for a proper purpose under the Act reasonably related to such Limited Partner’s Interest, examine and audit the Partnership’s books, records, accounts, and assets, including bank balances, and may make, or cause to be made, any examination or audit at such Partner’s expense. Each Limited Partner (or the designee thereof who agrees to be bound by the confidentiality provisions of this Agreement) may, during normal business hours and on not less than five Business Days’ prior written notice to the General Partner, examine, or request

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that the General Partner furnish, such additional information as is reasonably necessary to enable the requesting Limited Partner (or the designee thereof) to review the state of the financial affairs of the Partnership, provided that the General Partner can obtain such additional information without unreasonable effort or expense. Notwithstanding the foregoing, the management of the affairs of the Partnership shall be in the complete control of the General Partner, and the General Partner shall have the benefit of the confidential information provisions of Section 17-305(b) of the Act.
7.2    Financial Statements, Quarterly Reports, and Tax Returns.
(a)    Annual Financial Statements. The books and records of the Partnership shall be audited as of the end of each Fiscal Year by a firm of independent certified public accountants of nationally-recognized standing selected by the General Partner. The financial statements of the Partnership shall be prepared in accordance with GAAP. The General Partner shall use its commercially reasonable efforts to cause to be prepared and delivered or made available to each Limited Partner within 90 days after the end of each Fiscal Year a report of the Partnership’s independent certified public accountants, setting forth, as at the end of such Fiscal Year, audited financial statements of the Partnership.
(b)    Quarterly Reports. The General Partner will use its commercially reasonable efforts to cause to be prepared and delivered or made available to each Limited Partner within 45 days after the end of each fiscal quarter (other than a fiscal quarter ending on the last day of a Fiscal Year), a report of the General Partner setting forth, as at the end of such fiscal quarter, unaudited financial statements of the Partnership. Such quarterly report shall also contain (i) a description enabling each Limited Partner to readily calculate such Limited Partner’s Capital Account balance and such Limited Partner’s Unfunded Commitment based on such Limited Partner’s Capital Commitment, and (ii) a summary narrative description of the investment and operations activities of the Partnership and its Affiliates during such fiscal quarter.
(c)    Tax Returns. The General Partner shall cause all required federal, state, local, and foreign tax returns of the Partnership to be prepared and timely filed. Each Partner shall furnish to the Partnership all pertinent information in its possession relating to the Partnership, its assets and operations necessary to enable the Partnership’s tax returns to be prepared and timely filed. Within 75 days after the end of each tax year of the Partnership, the Partnership shall provide to each Partner an estimate of the information necessary for the preparation of such Partner’s federal or state income tax or information returns, and within 120 days after the end of such Partnership tax year (or within such time as the General Partner approves), the Partnership shall provide to each Partner a complete copy of the Partnership’s Form 1065 and all attachments and schedules thereto (including such Partner’s respective Schedule K-1) and such other information with respect to the Partnership as may be necessary for the preparation of such Partner’s federal or state income tax or information returns, provided that the Partnership may revise such forms, attachments, schedules and other information at a later date if necessary in light of information that comes to the Partnership’s attention after the date of delivery of such forms, attachments, schedules and

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other information. All costs incurred by the General Partner to comply with this Section 7.2(c) shall be reimbursed by the Partnership pursuant to Section 5.1.
7.3    Technical Reports. With respect to each Phase Project, until the Date of Substantial Completion of the last Plant included in such Phase Project, the General Partner will use its commercially reasonable efforts to cause to be prepared and delivered or made available to each Limited Partner a monthly technical report on or before the last day of each calendar month. Each such technical report shall include a summary prepared by the officers of the Partnership detailing the progress of the construction of such Phase Project, any material technical issues under the applicable EPC Contracts, material cost status changes under the applicable EPC Contracts, copies of any reports required to be filed with the U.S. Federal Energy Regulatory Commission in respect of such Phase Project, and an updated schedule of anticipated technical milestones in respect of the construction of such Phase Project, together with any further information reasonably requested by the Limited Partners from time to time which can be procured and provided with limited cost or effort on the part of the General Partner, such as the monthly progress reports and the final documentation from the EPC Contractor. With respect to the Plants for which the Date of Substantial Completion has occurred until the termination of the Partnership, the General Partner will use its commercially reasonable efforts to cause to be prepared and delivered or made available to each Limited Partner a monthly technical report. Such monthly reports shall include technical data regarding the performance of such Plants and a schedule of anticipated maintenance requirements and costs in respect of such Plants, together with any further information reasonably requested by the Limited Partners from time to time which can be procured and provided with limited cost or effort on the part of the General Partner. Following the Date of Full Operations of the first Plant to achieve Full Operations, the General Partner will provide a daily report of the quantity of LNG and overall mass balance produced by the Driftwood LNG Terminal and, to the extent applicable, a brief summary of any deviations from normal operations, as well as any monthly summary technical report.
7.4    Partnership Representative; Tax Elections; Tax Classification.
(a)    Partnership Representative. The General Partner (or its designee) shall be the “partnership representative” of the Partnership within the meaning of Section 6223(a) of the Partnership Tax Audit Rules (the “Partnership Representative”), and if a Designated Individual is required to be appointed under the Partnership Tax Audit Rules, the General Partner shall designate the individual to serve as the Designated Individual. In accordance with the Partnership Tax Audit Rules and to the extent provided therein, the General Partner shall have the authority to remove and replace each of the Partnership Representative and the Designated Individual and designate such Person’s successor. To the extent the General Partner deems necessary, each Partner shall take all actions required to cause such designations and removals to be effective under the Partnership Tax Audit Rules.
(b)    Authority. Except as provided in this Agreement, the Partnership Representative and the Designated Individual shall have the power and authority granted to each in such capacities under the Partnership Tax Audit Rules, and each shall exercise (and the Designated Individual, if any, shall cause the Partnership Representative to exercise)

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such power and authority in a manner consistent with this Agreement. Subject to the approval requirements set forth in Section 5.1(e)(vi) of the General Partner LLC Agreement and without limiting the generality of the foregoing, the Partnership Representative and the Designated Individual, individually or on behalf of the Partnership Representative, may (but shall not be required to) engage accountants, legal counsel, or experts to assist the Partnership Representative and the Designated Individual in discharging their duties hereunder at the expense of the Partnership.
(c)    Imputed Underpayment Modifications. Subject to Section 5.1(e)(vi) of the General Partner LLC Agreement, the Partnership Representative shall use its reasonable efforts to (i) make any modifications available under Section 6225(c) of the Partnership Tax Audit Rules (“Imputed Underpayment Modifications”) that would reduce any imputed underpayment, interest, penalty, addition to tax or additional amount that could be assessed and collected from the Partnership under the Partnership Tax Audit Rules (“Partnership Level Taxes”), and (ii) if requested by a Partner or Former Partner, provide to such Partner or Former Partner information allowing such Partner or Former Partner to file an amended U.S. federal income tax return (as described in Section 6225(c)(2) of the Partnership Tax Audit Rules) to the extent that such amended return and payment of any related U.S. federal income taxes would reduce the Partnership Level Taxes payable by the Partnership. Each Partner and Former Partner agrees to promptly provide the Partnership Representative with information reasonably requested by the Partnership Representative in order for it to submit Imputed Underpayment Modifications to the IRS on a timely basis.
(d)    Allocation of Imputed Underpayment. Notwithstanding any provision of this Agreement to the contrary, Partnership Level Taxes shall be treated as attributable to the Partners and Former Partners. The General Partner shall allocate the burden of any such Partnership Level Taxes to those Partners and Former Partners to whom such amounts are reasonably attributable (whether as a result of their status, actions, inactions or otherwise), taking into account the effect of the Imputed Underpayment Modifications that are properly attributable to each Partner or Former Partner (with respect to each Partner or Former Partner, its “Allocated Share”). The determination of each Partner’s or Former Partner’s Allocated Share shall be subject to the approval of the board of directors of the General Partner in accordance with Section 5.1(e)(vi) of the General Partner LLC Agreement. With respect to the Allocated Shares of the Partners and Former Partners for each applicable taxable year, the General Partner shall cause each Partner or Former Partner to economically bear its Allocated Share by either (i) requiring each Partner or Former Partner to pay to the Partnership an amount equal to its Allocated Share, or (ii) in the case of a Partner, deducting from the amount of cash next distributable to such Partner (if any) pursuant to this Agreement an amount equal to its Allocated Share, provided that, if the amount of such Partner’s Allocated Share exceeds the amount of such aggregate reductions at the time of the dissolution and winding up of the Partnership pursuant to ARTICLE VIII, such Partner shall pay to the Partnership an amount equal to such excess prior to the final distribution pursuant to Section 8.3(c). Except as otherwise required by law, the Partners, Former Partners, and the Partnership intend, for U.S. federal income tax purposes, that (A) the payment of any Partnership Level Taxes by the Partnership be treated as a loan to each Partner and Former

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Partner in an amount equal to such Partner’s or Former Partner’s Allocated Share; (B) the payment of each Partner’s or Former Partner’s Allocated Share to the Partnership be treated as a repayment of such loan; and (C) if, rather than making a payment to the Partnership, a Partner’s distributions are reduced to pay such Partner’s Allocated Share, then such Partner shall be treated as receiving a distribution and repaying such loan with such distribution at the time distributions otherwise payable to such Partner are offset pursuant to this Section 7.4(d). To the fullest extent permitted by applicable law, each Partner and Former Partner (each, an “Indemnifying Partner”) hereby agrees to indemnify and hold harmless the Partnership and the other Partners and Former Partners from and against the nonpayment of the Indemnifying Partner’s Allocated Share in accordance with the provisions of Section 9.3, mutatis mutandis.
(e)    Reimbursement. Any reasonable cost or expense incurred by the Partnership Representative or the Designated Individual in connection with its, his, or her duties in such capacity shall be paid by the Partnership, and the Partnership shall promptly reimburse the Partnership Representative and the Designated Individual for their respective reasonable out-of-pocket costs and expenses incurred by such Persons in such capacities, including travel expenses and the costs and expenses incurred to engage accountants, legal counsel, or experts to assist the Partnership Representative and the Designated Individual in discharging their duties hereunder.
(f)    Partners. Each Partner agrees to provide information that the Partnership Representative or the Designated Individual reasonably requests in connection with fulfilling its or his duties contemplated in this Section 7.4, including such information needed to make (i) the election provided by Section 6221(b) of the Partnership Tax Audit Rules to have Subchapter C of Chapter 63 of the Code, and (ii) the election provided in Section 6226 of the Partnership Tax Audit Rules with respect to an “imputed underpayment” described in Section 6225(b) of the Partnership Tax Audit Rules.
(g)    State & Local Taxes. In connection with any state or local income or franchise tax audit that incorporates rules substantially similar to the Partnership Tax Audit Rules, the principles and procedures of this Section 7.4 shall apply to such taxes, to the extent such principles and procedures can reasonably be applied to such taxes (with any appropriate adjustments the General Partner deems necessary in its sole discretion to carry out the purpose of this Section 7.4(g)), and references to the Code or Treasury Regulations in this Section 7.4 shall be deemed to refer to any corresponding provisions that may become applicable under state or local income or franchise tax statutes and regulations.
(h)    Survival. The provisions of this ‎Section 7.4 shall survive the termination of any Partner’s interest in the Partnership and shall remain binding on the Partnership, the Partners, and Former Partners for so long as necessary to resolve with the IRS any and all matters regarding the U.S. federal income taxation of the Partnership, the Partners, and Former Partners with respect to any item that may be the subject of an audit of a U.S. federal income tax return of the Partnership.

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(i)    Tax Elections; Section 754 Election. Except as provided in Section 7.4(j) and subject to Section 5.1(e)(vi) of the General Partner LLC Agreement, the General Partner shall, in its sole discretion, determine whether or how to make any available election for federal tax purposes (and applicable state and local tax purposes). Without limiting the generality of the foregoing, in the event of a Transfer of an Interest as permitted pursuant to this Agreement, the General Partner shall cause the Partnership to make a timely election under Section 754 of the Code and a corresponding election under any applicable state or local law (any such election, a “Section 754 Election”). In addition, in the event of a distribution of Property to a Partner, the General Partner shall cause the Partnership to make a timely Section 754 Election.
(j)    Classification as a Partnership. The Partners intend for the Partnership to be classified as a partnership for U.S. federal income tax purposes. The General Partner shall not elect to have the Partnership classified as an association taxable as a corporation for United States federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3. The General Partner shall, for and on behalf of the Partnership, take all steps as may be required to maintain the Partnership’s classification as a partnership for federal income tax purposes. The Partnership shall not, with respect to the interests in the Partnership, “participate” (within the meaning of Treasury Regulations Section 1.7704-1(d)(1)) in the establishment of an “established securities market” (within the meaning of Treasury Regulations Section 1.7704-1(b)) or a “secondary market or the substantial equivalent thereof” (within the meaning of Treasury Regulations Section 1.7704-1(c)) or, in either case, the inclusion of the interests in the Partnership thereon.
7.5    FATCA.
(a)    Each Limited Partner hereby agrees to promptly provide, and to periodically update, at any time requested by the General Partner, any information (or verification thereof) that the General Partner determines, in its reasonable discretion, to be necessary for the Partnership to comply with FATCA (which information may be shared with the IRS), including any information necessary to enter into an agreement described in Section 1471(b) of the Code and to comply with the terms of such agreement or to register with the IRS and to comply with any intergovernmental agreement relating to FATCA.
(b)    If a Limited Partner does not comply with the terms of Section 7.5(a) or otherwise breaches any provision relating to FATCA in any Contribution Agreement to which such Limited Partner is a party, the General Partner may, in its sole and absolute discretion, and in addition to all other remedies available at law, in equity or under this Agreement, treat such Limited Partner as a Defaulting Partner under Section 4.3(c).
(c)    To the extent that any payments to the Partnership would be subject to a withholding tax under FATCA, the General Partner shall use its commercially reasonable efforts to avoid the imposition of such withholding tax, including causing the Partnership to meet the requirements of Section 1471(b) of the Code or complying with any intergovernmental agreements related to FATCA.  In the event that any amounts are withheld from payments made to the Partnership pursuant to FATCA because the Partnership has one

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or more Limited Partners that have not provided necessary documentation for the Partnership to avoid the imposition of such withholding tax (“Recalcitrant Partners”), the General Partner shall use its commercially reasonable efforts to ensure that the Limited Partners, to the extent they are not Recalcitrant Partners, do not bear the economic burden of any such withheld taxes.
(d)    Each Limited Partner hereby acknowledges and agrees that the General Partner shall determine, in its sole discretion, how to comply with the requirements of FATCA, and that such Limited Partner shall have no claim against the Partnership or any Covered Person for any damages or liabilities attributable to any such FATCA compliance determination.
7.6    Withholding. The General Partner shall be entitled to deduct and withhold any amounts that the General Partner or the Partnership is required to deduct and withhold under applicable tax law from any payments by the General Partner or the Partnership under this Agreement. The General Partner shall use commercially reasonable efforts to provide advance notice to any recipient of a payment that will be subject to any such deduction or withholding. If the Partnership or any Covered Person suffers any withholding taxes (or any related interest, penalties or other expenses or costs, except to the extent resulting from the negligence or willful misconduct of such Covered Person) related to any payment to a Limited Partner, which withholding taxes (and any such interest, penalties or other expenses or costs) have not been fully collected through deduction or withholding from payments to such Limited Partner, then unless otherwise agreed by the General Partner (a) such Limited Partner shall promptly pay upon demand by the General Partner to the Partnership or, at the General Partner’s direction, to the relevant Covered Persons, an amount equal to the uncollected portion of such withholding taxes, interest, penalties, and other expenses and costs as a reimbursement, or (b) the General Partner may reduce the amount of the next distribution or distributions of cash (if any) that would otherwise have been made to such Limited Partner or, if such distributions are not sufficient for that purpose, reduce the proceeds of liquidation otherwise payable to such Limited Partner by an amount equal to the uncollected portion of such withholding taxes, interest, penalties and other expenses and costs, in each case, as a reimbursement, provided that (i) if the amount of the next succeeding distribution or distributions or proceeds of liquidation is so reduced, the amount of the reduction shall additionally include interest thereon at a rate per annum equal to LIBOR plus two percent, and (ii) should the General Partner elect to so reduce such distributions or proceeds, the General Partner shall use commercially reasonable efforts to notify the applicable Limited Partner of its intention to do so. Whenever the General Partner makes any deduction or withholding from a payment to a Person as provided by this Section 7.6, the amount of such deduction or withholding shall be treated as actually paid to such Person for all other purposes of this Agreement. Unless otherwise agreed to by the General Partner in writing, each Limited Partner shall indemnify and hold harmless the Partnership and the Covered Persons from and against any withholding taxes (and any related interest, penalties or other expenses or costs, except to the extent resulting from the negligence or willful misconduct of such Covered Person) related to any payment to such Limited Partner.


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ARTICLE VIII
DISSOLUTION AND WINDING UP
8.1    Dissolution.
(a)    Except as set forth in this Section 8.1, no Partner shall have the right to dissolve the Partnership. There will be a dissolution of the Partnership and its affairs shall be wound up upon the first to occur of any of the following events:
(i)    on the election to dissolve the Partnership by the General Partner; or
(ii)    the entry of a decree of judicial dissolution of the Partnership pursuant to Section 17-802 of the Act, without regard to any contrary provisions contained in this Agreement.
(b)    Nothing contained in this Section 8.1 is intended to permit a Limited Partner to dissolve the Partnership at will (by retirement, resignation, Withdrawal or otherwise), or to exonerate a Limited Partner from liability to the Partnership and the remaining Partners if it dissolves the Partnership at will. An unpermitted dissolution at will of the Partnership is in contravention of this Agreement for purposes of the Act.
8.2    Winding Up.
(a)    On dissolution of the Partnership, the business and affairs of the Partnership shall terminate, the assets of the Partnership shall be liquidated, and the Partnership’s affairs shall be wound up under this ARTICLE VIII.
(b)    Dissolution of the Partnership is effective as of the day on which the event giving rise to the dissolution occurs, but the Partnership shall not terminate until (i) there has been a winding up of the Partnership’s business and affairs and (ii) the Partnership’s assets have been distributed as provided in Section 8.3.
(c)    Notwithstanding any other provision of this Agreement to the contrary, upon the dissolution of the Partnership, the General Partner or its designee shall act as the liquidator of the Partnership (the “Liquidator”) to wind up the Partnership. Notwithstanding any other provision of this Agreement to the contrary, the Liquidator shall have full power and authority to sell, assign, and encumber any or all of the Partnership’s assets and to wind up and liquidate the affairs of the Partnership in an orderly and business-like manner.
8.3    Distribution of Assets Upon Winding Up. The Liquidator shall apply the proceeds of the liquidation referred to in Section 8.2 and any remaining Partnership assets, and shall distribute any such proceeds and assets, as follows and in the following order of priority:
(a)    first, to (i) creditors of the Partnership (other than Partners) in satisfaction of the debts and liabilities of the Partnership, whether by payment thereof or the making of reasonable provision for payment thereof (other than any loans or advances that may have been made by any of the Partners to the Partnership), (ii) the expenses of liquidation, whether

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by payment thereof or the making of reasonable provision for payment thereof, and (iii) the establishment of any reasonable reserves (which may be funded by a liquidating trust) to be established by the Liquidator in amounts determined by it to be necessary for the payment of the Partnership’s expenses, liabilities and other obligations (whether fixed or contingent);
(b)    second, to the Partners, if any, that made loans or advances to the Partnership in satisfaction of such loans and advances, whether by payment thereof or the making of reasonable provision for payment thereof; and
(c)    thereafter, to the Limited Partners in accordance with Section 6.7.
Distributions pursuant to this Section 8.3 may be made to a trust established for the benefit of the Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying contingent or unforeseen liabilities or obligations of the Partnership. The assets of any such trust shall be distributed to the Partners from time to time, subject to the approval of the Liquidator, in the same proportions as the amounts distributed to the trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement.
8.4    Distributions in Kind. The Liquidator shall determine whether any assets of the Partnership shall be liquidated through sale or shall be distributed in kind. If any assets of the Partnership are distributed in kind, such assets shall be distributed to the Partners entitled thereto as tenants-in-common in the same proportions as the Partners would have been entitled to cash distributions if the property had been sold for cash and the net proceeds were distributed to the Partners. If distributions in kind are made to the Partners on dissolution and liquidation of the Partnership, the Capital Account balances of those Partners shall be adjusted to reflect the Partners’ allocable share of gain or loss that would have resulted if the distributed property had been sold at its fair market value as determined by the Liquidator in its sole discretion.
8.5    Certificate of Cancellation. Upon the completion of the liquidation of the Partnership cash and property as provided in Section 8.3, the Partnership shall be terminated, a certificate of cancellation with respect to the Partnership shall be filed with the Secretary of State of the State of Delaware, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.
ARTICLE IX
EXCULPATION AND INDEMNIFICATION
9.1    Exculpation.
(a)    Subject to applicable law, no Covered Person shall be liable to the Partnership, any Partner, or any of their respective Affiliates for any loss suffered by the Partnership, any Partner, or any of their respective Affiliates which arises out of any action or omission of such Covered Person (including in relation to any transaction, any investment or any business decision or action, including for breach of fiduciary duties), including any decision taken or omitted by such Covered Person, unless there has been a final and non-appealable

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judgment entered by a court of competent jurisdiction determining that, in respect of such act or omission, such Covered Person engaged in a violation of the implied contractual covenant of good faith and fair dealing or engaged in fraud or willful misconduct. The Partners hereby agree that any claims, actions, rights to sue, other remedies, and other recourse to or against a Covered Person for or in connection with losses or liabilities for which liability is disclaimed in the preceding sentence, are in each case expressly released and waived by the Partnership and the Partners, to the fullest extent permitted by applicable law. In no event shall the provisions of this Section 9.1(a) relieve the any Partner, any Affiliate of any Partner, or any director, officer, manager, employee, agent, or other representative of any of the foregoing from liability pursuant to the provisions of any contract or transaction that may be entered into from time to time between such Person and the Partnership or any of Affiliate of the Partnership.
(b)    No Covered Person shall be liable for the negligence, whether of omission or commission, dishonesty, or bad faith of any employee, broker or other agent of the General Partner or the Partnership selected by any Covered Person.
(c)    The Liquidator shall not be liable to the Partnership or any Partner for any loss suffered by the Partnership or any Partner that arises out of any action or omission of such Person, provided that such Person determined, in good faith, that such course of conduct was in, or was not opposed to, the best interest of the Partnership and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such Person’s conduct was unlawful; provided, however, that this Section 9.1(c) shall not affect the General Partner’s right to exculpation pursuant to Section 9.1(a).
(d)    No Covered Person shall be liable to the Partnership or any Partner with respect to any action or omission taken or suffered by any of them in good faith if such action or omission is taken or suffered in reliance upon and in accordance with the opinion or advice as to matters of law of legal counsel, or as to matters of accounting of accountants, or as to matters of valuation of investment bankers or appraisers.
(e)    No Partner, nor any director, officer, or manager of any Partner (including with respect to the General Partner, any member of the board of directors of the General Partner or any AC Member), acting in its capacity as such, shall have any fiduciary or other duty to the Partnership or the Partners, other than, to the extent required by applicable law, the implied contractual covenant of good faith and fair dealing. Without limiting the foregoing, to the extent that, at law or in equity, any Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to any Partner, such Covered Person acting under this Agreement shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of any Covered Person otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of such Covered Person, to the maximum extent permitted by applicable law. Notwithstanding anything to the contrary in this Agreement, the Partners shall have no duty (fiduciary or otherwise) to the Partnership or the other Partners to the fullest extent that the

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Act permits the limitation or elimination of such duties; provided that the Partners shall have an implied contractual covenant of good faith and fair dealing with respect to the Partnership and each other Partner, and such implied covenant shall be deemed to have the same meaning as it has for purposes of Section 17-1101 of the Act.
(f)    Each Partner acknowledges and agrees that none of the General Partner, any of its Affiliates, or any of its or their respective directors, officers, managers, employees, representatives, or agents guarantees or has guaranteed, in any respect, the performance of the Partnership or any of its Affiliates.
(g)    This Section 9.1 constitutes a modification and disclaimer of duties and obligations (express, implied, fiduciary or otherwise) with respect to the matters described in this Section 9.1, pursuant to Section 17‑1101 of the Act. Each Partner acknowledges and agrees that the provisions of this Section 9.1 are “express” and “conspicuous” for all purposes of applicable law.
9.2    Conflicts of Interest. Each Limited Partner acknowledges that there may be situations in which the interests of the Partnership, in a subsidiary or otherwise, may conflict with the interests of a Partner, the General Partner, the Advisor, or their respective Affiliates or a Covered Person. Each Limited Partner agrees that the activities of the General Partner, the Advisor, their respective Affiliates, and the Covered Persons (including any director, manager, or officer of the Partnership, the General Partner, or any Affiliate of the Partnership who serves in a similar capacity on behalf of the Advisor or any Affiliate of the Advisor) may be engaged in by such Persons, and will not, in any case or in the aggregate, be deemed a breach of this Agreement or any other agreement contemplated herein or any duty that might be owed by any such Person to the Partnership or to any Limited Partner at law or in equity or otherwise. Each Partner hereby waives any and all rights and claims on the basis of any doctrines of non‑competition, “company opportunity,” or similar doctrines which such Partner may otherwise have against the General Partner, the Advisor, their respective Affiliates or any Covered Person as a result of any such Person pursuing or engaging in any such activities. On any matter involving a conflict of interest, the General Partner shall take such actions as are determined by the General Partner in good faith to be necessary or appropriate to ameliorate such conflicts of interest. None of the General Partner, the Advisor, their respective Affiliates, or any other Covered Person shall have any liability to the Partnership or any Limited Partner for such actions in respect of such matters taken in good faith by such Person, including actions in the pursuit of their own interests, and such actions shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of such Person at law or in equity or otherwise.
9.3    Indemnification.
(a)    Each Covered Person shall be indemnified, subject to the other provisions of this Agreement, by the Partnership (only out of Partnership assets, including the proceeds of liability insurance) against any claim, demand, controversy, dispute, cost, loss, damage, expense (including reasonable attorneys’ fees), judgment, or liability (collectively, “Damages”) incurred by or imposed upon such Covered Person in connection with any action, suit or proceeding (including any proceeding before any administrative or legislative

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body or agency), to which such Covered Person may be made a party or otherwise involved or with which such Covered Person shall be threatened, by reason of such Covered Person’s being at the time the cause of action arose or thereafter, the General Partner, Partnership Representative, Designated Individual, Liquidator, or other Person who served at the request of the General Partner on behalf of the Partnership, as a liquidating trustee, a member, partner, stockholder, officer, director, manager, employee, consultant, agent, or Affiliate of any of the foregoing, or a member, partner, shareholder, officer, director, manager, employee, consultant, agent, or Affiliate of any other organization in which the Partnership owns or has owned an interest or of which the Partnership is or was a creditor (whether or not such Covered Person continues to serve in such capacity at the time such action, suit or proceeding is brought or threatened).
(b)    A Covered Person shall not be indemnified with respect to matters as to which such Covered Person shall have been finally adjudicated in any such action, suit or proceeding (i) not to have acted in good faith, (ii) not to have acted in the reasonable belief that such Covered Person’s action was in accordance with such Covered Person’s obligations to the Partnership, (iii) to have acted in a fraudulent manner or engaged in willful misconduct, or (iv) with respect to any criminal action or proceeding, to have had reasonable cause to believe the Covered Person’s conduct was criminal.
(c)    In the event of settlement of any action, suit or proceeding brought or threatened, such indemnification shall apply to all matters covered by the settlement except for matters as to which the Partnership is advised by counsel (who may be counsel regularly retained to represent the Partnership) that the Person seeking indemnification, in the opinion of counsel, (i) did not act in good faith, (ii) acted in a fraudulent manner or engaged in willful misconduct, or (iii) with respect to any criminal action or proceeding, that the Person seeking indemnification had reasonable cause to believe such Person’s conduct was criminal.
(d)    The Partnership shall pay the expenses incurred by a Covered Person in connection with any action, suit, or proceeding, or in connection with claims arising in connection with any potential or threatened action, suit, or proceeding, for which indemnification is sought pursuant to this Section 9.3 in advance of the final disposition of such action, suit, or proceeding, in the General Partner’s discretion upon the General Partner’s receipt of an enforceable undertaking by such Covered Person to repay such payment if the Covered Person shall be determined to be not entitled to indemnification for such expenses pursuant to this Section 9.3; provided, however, that such action, suit, or proceeding is not an actual or threatened claim, action, suit, or proceeding against the Covered Person by the Partnership or the General Partner, or by the Covered Person against the Partnership or the General Partner. The General Partner may, in its sole discretion, also condition indemnification payments by the Partnership to a Covered Person pursuant to this Section 9.3(d) that relate to Damages for which the General Partner reasonably believes that such Covered Person may receive indemnification payments from an Affiliate of the Partnership upon receipt of an enforceable undertaking by such Covered Person to repay such payment to the Partnership if, and to the extent that, such Covered Person receives indemnification payments from such Affiliate of the Partnership for the same Damages.

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(e)    At its election, the General Partner, on behalf of the Partnership, may cause the Partnership to purchase and maintain insurance, at the expense of the Partnership and to the extent available, for the protection of the Covered Persons against any Damages incurred by such Persons in any capacity that results in such Person being a Covered Person (provided that such Covered Person is serving in such capacity at the request of the Partnership or the General Partner), whether or not the Partnership has the power to indemnify such Person against such liability. The General Partner may purchase and maintain insurance on behalf of the Partnership and at the expense of the Partnership for the protection of any officer, director, employee, consultant or other agent of any other organization in which the Partnership owns an interest or of which the Partnership is a creditor against similar liabilities, whether or not the Partnership has the power to indemnify any Person against such liabilities.
(f)    The foregoing rights to indemnification shall inure to the benefit of the executors, administrators, personal representatives, successors, and assigns of each such Covered Person.
(g)    The indemnification obligation of the Partnership to a Covered Person with respect to any Damages shall be reduced by any indemnification payments actually received by such Covered Person from any Affiliate of the Partnership with respect to such Damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 9.3, the Partners intend that, to the maximum extent permitted by law, as between (i) the Affiliates of the Partnership, (ii) the Partnership, and (iii) the General Partner, this Section 9.3 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Affiliates of the Partnership having primary liability, the Partnership having only secondary liability, and (if applicable) the General Partner having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from an Affiliate of the Partnership shall not restrict the Partnership from making payments under this Section 9.3 to a Covered Person that is otherwise eligible for such payments, but such payments by the Partnership are not intended to relieve any Affiliate of the Partnership from any liability that such Affiliate would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Partnership actually receives duplicative indemnification payments from an Affiliate of the Partnership for the same Damages, such Covered Person shall repay the Partnership to the extent of such duplicative payments. If, notwithstanding the intention of this Section 9.3, the obligation of an Affiliate of the Partnership to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Partnership pursuant to this Section 9.3, the Partnership shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) such Affiliate of the Partnership for amounts paid by the Partnership to a Covered Person that relieved or reduced the obligation of such Affiliate of the Partnership to such Covered Person. Indemnification payments (if any) made to a Covered Person by the General Partner in respect of Damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Partnership under this Section 9.3 shall not relieve the Partnership from its obligation to such Covered

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Person or the General Partner, as applicable, for such payments. As used in this Section 9.3, “indemnification” payments made or to be made by an Affiliate of the Partnership shall be deemed to include (A) payments made or to be made by any direct or indirect subsidiary of such Affiliate of the Partnership or any successor to the indemnification obligations of such Affiliate of the Partnership, and (B) equivalent payments made or to be made by or on behalf of such Affiliate of the Partnership (or its respective subsidiary or successor) pursuant to an insurance policy or similar arrangement.
(h)    The foregoing right of indemnification shall be in addition to any rights to which any Covered Person may otherwise be entitled and shall inure to the benefit of the executors, administrators, personal representatives, successors, and assigns of each such Covered Person. The rights to indemnification and advancement of expenses conferred in this Section 9.3 shall not be exclusive of any other right which any Covered Person may have or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract, or agreement.
(i)    Any indemnification hereunder shall be satisfied solely out of the assets of the Partnership. In no event may a Covered Person subject any of the Partners to personal liability by reason of the foregoing indemnification provisions.
(j)    Notwithstanding anything to the contrary herein, the indemnification provided pursuant to this Section 9.3 shall not be applicable with respect to any action (other than for indemnification) (i) brought, or claim asserted, by a Covered Person against the Partnership, or (ii) relating exclusively to an internal dispute among the Partners, the General Partner, or employees of the Partnership.
9.4    Limitation by Law; Survival.
(a)    If any Covered Person or the Partnership itself is subject to any federal or state law, rule, or regulation that restricts the extent to which any Person may be exonerated or indemnified by the Partnership, the exoneration provisions set forth in Section 9.1 and the indemnification provisions set forth in Section 9.3 shall be deemed to be amended, automatically and without further action by the Partners, to the minimum extent necessary to conform to such restrictions.
(b)    The provisions of this ARTICLE IX shall survive any termination of this Agreement.
ARTICLE X
AMENDMENTS; POWER OF ATTORNEY
10.1    Amendments.
(a)    General. Any modifications of or amendments to this Agreement duly adopted in accordance with the terms of this Agreement may be executed in accordance with Section 10.2. The terms and provisions of this Agreement may be modified or amended

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at any time and from time to time with the written consent of the General Partner and a Majority in Interest, provided that the General Partner may, without the consent of any of the other Partners:
(i)    enter into agreements with Persons that are Transferees pursuant to the terms of this Agreement, providing in substance that such Transferees will be bound by this Agreement and will become Limited Partners hereunder;
(ii)    amend this Agreement as may be required to implement Transfers of Interests or the admission of any Limited Partner or the increase in any Limited Partner’s Capital Commitment in accordance with the terms of this Agreement;
(iii)    amend this Agreement to satisfy any requirements, conditions, guidelines, or opinions contained in any opinion, directive, order, ruling or regulation of the SEC, the IRS, or any other U.S. federal or state or non-U.S. governmental agency, or in any U.S. federal or state or non-U.S. statute, compliance with which the General Partner deems to be in the best interest of the Partnership;
(iv)    amend this Agreement as may be necessary to comply with any anti-money laundering or anti-terrorism laws, rules, regulations, directives, or special measures;
(v)    amend this Agreement to cure any ambiguity, omission, mistake, defect, or inconsistency in this Agreement, provided such amendment does not adversely affect the interests of the Limited Partners;
(vi)    amend this Agreement to the extent the General Partner reasonably determines, based upon written advice of counsel to the Partnership, that the amendment is necessary to provide assurance that the Partnership will not be treated as a “publicly traded partnership,” because it is entitled to “safe harbor” treatment under Section 7704 of the Code and the Treasury Regulations, provided that (A) such amendment shall not change the relative economic interests of the Partners, reduce any Partner’s share of distributions from the Partnership or increase any Partner’s Capital Commitment or its liability hereunder, and (B) the General Partner provides a copy of such written advice and amendments to the Limited Partners at least 20 days prior to the effective date of any such amendment and a Majority in Interest shall not have made a reasonable objection to such amendment prior to the effective date of such amendment;
(vii)    amend this Agreement to incorporate for the benefit of all Limited Partners terms that, in the good faith determination of the General Partner, are beneficial to the Limited Partners generally or that do not adversely impact the rights or obligations of the Limited Partners under this Agreement, provided such amendment is not adverse in any material respect to any Limited Partner, and provided, further, that any such amendment shall be subject to Section 10.1(b);

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(viii)    amend this Agreement to reflect a change in the name of the Partnership, the fiscal year or the taxable year of the Partnership (and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership), the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership;
(ix)    amend this Agreement to enable the Partnership to comply with the requirements of the “Safe Harbor” Election within the meaning of the Proposed Revenue Procedure of Notice 2005-43, 2005-1 C.B. 1221, Proposed Treasury Regulations Section 1.83-3(e)(1) or Proposed Treasury Regulations Section 1.704-1(b)(4)(xii) at such time as such proposed procedure and regulations are effective and to make any such other related amendments as may be necessary or appropriate to address changes in U.S. federal income tax regulations, legislation or interpretation and to make a change that is necessary or desirable to implement new regulations published by the IRS with respect to partnership allocations of income, gain, loss, deduction and credit; and
(x)    amend this Agreement in accordance with specific provisions of this Agreement that authorize the General Partner to execute such amendment without the consent of any other Partner.
(b)    Matters Requiring Specific Consent. Notwithstanding the provisions of Section 10.1(a) or any other provision of this Agreement, no modification of or amendment to this Agreement shall be made that will:
(i)    materially and adversely affect the rights of a Limited Partner in a manner that discriminates against such Limited Partner vis-à-vis the other Limited Partners without the written consent of such Limited Partner; or
(ii)    increase the amount of a Limited Partner’s Capital Commitment without the written consent of such Limited Partner.
(c)    Safe Harbor Election. The terms and provisions of this Agreement may be amended or waived by the General Partner without the consent of any other Partner, on or before the effective date of final Treasury Regulations, to provide for (i) the election of a safe harbor under Treasury Regulations Section 1.83-3(1) (or any similar provision) under which the fair market value of an interest in the Partnership that is Transferred in connection with the performance of services is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership and all Partners to comply with the requirements set forth in such Treasury Regulations and IRS Notice 2005-43 (and any other guidance provided by the IRS with respect to such election) with respect to all interests in the Partnership Transferred in connection with the performance of services while the election remains effective, and (iii) any other related amendments.

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(d)    Notices of Amendments. The General Partner shall send to each other Partner a copy of any amendments adopted in accordance with this Section 10.1 or any other provision of this Agreement.
10.2    Power of Attorney. Each Limited Partner (including any Limited Partner admitted as a result of a Transfer of Units pursuant to Section 4.6) does hereby irrevocably constitute and appoint the General Partner, with full power of substitution, the true and lawful attorney-in-fact and agent of such Limited Partner, to execute, acknowledge, verify, swear to, deliver, record and file, in its or its assignee’s name, place, and stead, all instruments, documents, and certificates that may from time to time be required by the laws of the United States, the State of Delaware, the State of Texas, the State of New York, the State of Louisiana, any other jurisdiction in which the Partnership conducts or plans to conduct business or any political subdivision or agency thereof, to effectuate, implement and continue the valid existence and investment, operational, and other activities of the Partnership, including the power and authority to execute, verify, swear to, acknowledge, deliver, record, and file:
(a)    all certificates and other instruments, including any amendments to this Agreement or to the Certificate, that the General Partner determines to be appropriate to (i) form, qualify or continue the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and all other jurisdictions in which the Partnership conducts or plans to conduct business and (ii) admit such Limited Partner as a limited partner of the Partnership;
(b)    all instruments that the General Partner determines to be appropriate to reflect any amendment to this Agreement or the Certificate to (i) satisfy any requirements, conditions, guidelines or opinions contained in any opinion, directive, order, ruling or regulation of the SEC, the IRS or any other U.S. federal or state or non-U.S. governmental agency, or in any U.S. federal or state or non-U.S. statute, compliance with which the General Partner deems to be in the best interest of the Partnership, (ii) change the name of the Partnership, or (iii) cure any ambiguity or correct or supplement any provision hereof that may be incomplete or inconsistent with any other provision herein contained so long as such amendment under this clause (iii) does not adversely affect the interests of the Limited Partners;
(c)    all conveyances and other instruments that the General Partner determines to be appropriate to reflect and effect the dissolution, winding up, and termination of the Partnership in accordance with the terms of this Agreement, including the filing of a certificate of cancellation as provided for in ARTICLE VIII;
(d)    all instruments relating to (i) Transfers of Interests or the admission of new Limited Partners, (ii) the treatment of a Defaulting Partner, or (iii) any change in the Capital Commitment of any Limited Partner, all in accordance with the terms of this Agreement;
(e)    all amendments to this Agreement duly approved and adopted in accordance with Section 10.1;

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(f)    certificates of assumed name and such other certificates and instruments as may be necessary under the fictitious or assumed name statutes from time to time in effect in the State of Delaware and in all jurisdictions in which the Partnership conducts or plans to conduct business; and
(g)    any other instruments determined by the General Partner to be necessary or appropriate in connection with the proper conduct of the business of the Partnership and that do not adversely affect the interests of the Limited Partners;
Such attorney-in-fact and agent shall not, however, have the right, power or authority to amend or modify this Agreement, when acting in such capacity, except to the extent authorized herein. This power of attorney shall not be affected by the subsequent disability or incompetence of the principal. This power of attorney shall be deemed to be coupled with an interest, shall be irrevocable, shall survive and not be affected by the dissolution, bankruptcy, or legal disability of any Limited Partner and shall extend to such Limited Partner’s successors and assigns. This power of attorney may be exercised by such attorney-in-fact and agent for all Limited Partners (or any of them) by a single signature of the General Partner acting as attorney-in-fact with or without listing all of the Limited Partners executing an instrument. Any Person dealing with the Partnership may conclusively presume and rely upon the fact that any instrument referred to above, executed by such attorney-in-fact and agent, is authorized and binding, without further inquiry. If required, each Limited Partner shall execute and deliver to the General Partner, within five Business Days after receipt of a request therefor, such further designations, powers of attorney or other instruments as the General Partner shall reasonably determine to be necessary for the purposes hereof consistent with the provisions of this Agreement. By way of clarification, the power of attorney granted to the General Partner in this Section 10.2 is intended to be ministerial in scope and limited solely to those items permitted under the relevant grant of authority, and such power of attorney is not intended to be a general grant of power to independently exercise discretionary judgment on behalf of any Limited Partner, and the General Partner shall not use such power of attorney in any manner that would make any Limited Partner liable for the debts and obligations of the Partnership in contravention of the terms of this Agreement or that would otherwise be contrary to the provisions of this Agreement. Promptly following any exercise of the power of attorney granted pursuant to this Section 10.2 on behalf of any Limited Partner, the General Partner shall provide to such Limited Partner written notice of such exercise and a copy of any and all relevant documentation in connection therewith.
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1    Notices.
(a)    Except where otherwise specifically provided in this Agreement, all notices, requests, consents, proposals, approvals and statements shall be in writing and in English, and if properly addressed to the recipient in the manner required by Sections 11.1(b) and 11.1(c), shall be deemed to have been properly given or delivered: (i) on the date of actual delivery when personally delivered to the intended recipient or when delivered to the intended recipient by a reputable courier delivery service; or (ii) on the date specified in

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Section 11.1(b)(ii), if by Electronic Transmission, provided that if such Electronic Transmission is directed after 5:00 p.m. (local time of the recipient) or on a day that is not a Business Day, then on the next succeeding Business Day after the date specified in Section 11.1(b)(ii).
(b)    The following provisions apply to notices given by Electronic Transmission:
(i)    Without limiting the manner by which notice otherwise may be given effectively to Partners pursuant to Section 11.1(a), any notice to Partners given by the Partnership or the General Partner under any provision of this Agreement, shall be effective if given by a form of Electronic Transmission.
(ii)    Notice given pursuant to Section 11.1(b)(i) shall be deemed delivered: (A) if by electronic mail, on the date on which it is directed to the electronic mail address set forth on Schedule 1, or to such other electronic mail address as the addressee previously may have specified by written notice given to the other parties hereto in the manner contemplated by Section 11.1(a); and (B) if by a posting on an electronic network together with separate notice to the Partner of such specific posting, the later of (1) the date of such posting, and (2) the delivery of such separate notice determined in accordance with Section 11.1(a).
(iii)    Each Partner hereby consents to receive notices by Electronic Transmission at the electronic mail address set forth under its name on Schedule 1. Such consent shall be revocable by the Partner by written notice to the Partnership. Such consent shall be deemed revoked if (A) the Partnership is unable to deliver by Electronic Transmission two consecutive notices given by the Partnership in accordance with such consent, and (B) such inability becomes known to the General Partner or the Person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any notice or action by the Partnership or the General Partner.
(c)    A non-electronic document shall be deemed to be properly addressed, in each case, if to the Partnership or to any Partner, to the address of such Person as set forth on Schedule 1 or in the instrument pursuant to which it became a Partner; or, in each case, to such other address or addresses as the addressee may have specified by written notice given to the other parties hereto in the manner contemplated by Section 11.1(a). The General Partner shall not be required to provide more than three copies of any one notice or report statement or other mailing to any Limited Partner.
11.2    Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single agreement. The exchange of copies of this Agreement and of signature pages by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of an original Agreement for all purposes. Signatures

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of the parties hereto transmitted by electronic transmission shall be deemed to be original signatures for all purposes. Except for cases of fraud or forgery, no party hereto shall raise the use of any electronic signature or the use of electronic mail or other similar transmission method as a means to deliver a signature to this Agreement or any amendment hereto as the basis of a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.
11.3    Interpretation; Construction. In this Agreement, except to the extent the context otherwise requires:
(a)    the division of this Agreement into articles, sections and other subdivisions, the provision of a table of contents and the insertion of headings are for the convenience of reference only and do not affect the construction or interpretation of this Agreement;
(b)    unless otherwise indicated, all references to an “Article,” “Section,” “Schedule,” or “Exhibit” followed by a number or letter refer to the specified article, section, schedule, or exhibit of this Agreement, and the terms “this Agreement,” “hereof,” “herein,” “hereby,” “hereunder” and similar expressions refer to this Agreement and not to any particular Article or Section hereof;
(c)    all references to a given agreement, instrument or other document are references to such agreement, instrument or other document as modified, amended, supplemented and restated from time to time;
(d)    whenever the singular masculine or neuter is used in this Agreement, it means the plural, feminine, body politic or corporate, and vice versa, as the context requires, and where a term is defined herein, a capitalized derivative or cognate of such term has a corresponding meaning unless the context otherwise requires;
(e)    all dollar amounts referred to in this Agreement (including the Exhibits and Schedules) are in lawful money of the United States;
(f)    whenever the word “include,” “includes” or “including” is used in this Agreement, it is deemed to be followed by the words “without limitation” (except where such words or words of similar import actually follow in the text hereof);
(g)    except where the context indicates otherwise, the word “or” is used inclusively herein (for example, the phrase “X or Y” means “X or Y or both” and not “either X or Y but not both”);
(h)    any reference to a statute includes, and is deemed to be, a reference to such statute and to the rules, regulations, ordinances, interpretations, policies and guidance made pursuant thereto, and all amendments made to such statute and other such implementing provisions implemented and enforced from time to time, and to any statute or other implementing provisions subsequently passed or adopted having the effect of supplementing or replacing such statute or such other implementing provisions; and

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(i)    if there is any conflict or inconsistency between a provision of the body of this Agreement and that of an Exhibit or any document delivered pursuant to this Agreement, the provision of the body of this Agreement prevails.
Without limiting the generality of the foregoing, it is the intention of the Partners that every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Person (notwithstanding any rule of law requiring an Agreement to be strictly construed against the drafting party), it being understood that the Partners are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement. Unless otherwise specified in this Agreement and notwithstanding any provisions of law or equity to the contrary, any determination, decision, consent, vote, or judgment of, or exercise of discretion by, or action taken or omitted to be taken by, a Partner under this Agreement shall be made, given, exercised, taken or omitted as such Partner shall determine in its sole and absolute discretion, and in connection with the foregoing, such Partner shall be entitled to consider only such interests and factors as it deems appropriate, including its own interests, and shall act in good faith. If any questions should arise with respect to the operation of the Partnership that are not specifically provided for in this Agreement or the Act, or with respect to the interpretation of this Agreement, the General Partner is hereby authorized to make a final determination with respect to any such question and to interpret this Agreement in each case in good faith, and its determination and interpretation so made shall be final and binding on all parties hereto.
11.4    Successors and Assigns. This Agreement shall inure to the benefit of the Partners and the Covered Persons, and shall be binding upon the parties hereto, and, subject to the provisions of Section 4.6, their respective successors, permitted assigns, and, in the case of individual Covered Persons, heirs and legal representatives.
11.5    Severability. Every term and provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such term or provision will be enforced to the maximum extent permitted by law and, in any event, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.
11.6    Further Actions. Each Limited Partner shall execute and deliver such other certificates, agreements, and documents, and take such other actions, as may reasonably be requested by the General Partner in connection with the formation of the Partnership and the achievement of its purposes or to give effect to the provisions of this Agreement, in each case as are not inconsistent with the terms and provisions of this Agreement, including any documents that the General Partner determines to be necessary or appropriate to form, qualify, or continue the Partnership as a limited partnership in all jurisdictions in which the Partnership conducts or plans to conduct its investment, operations, and other activities and all such agreements, certificates, tax statements, and other documents as may be required to be filed by or on behalf of the Partnership.
11.7    Non-Waiver. No provision of this Agreement shall be deemed to have been waived unless such waiver is given in writing, and no such waiver shall be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor such waiver was given.

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11.8    Applicable Law. This Agreement and the rights of the parties hereto under this Agreement shall be governed by, interpreted and enforced in accordance with, the internal laws (exclusive of choice of law provisions) of the State of Delaware as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.
11.9    Arbitration. Any dispute arising under or relating to this Agreement or the transactions contemplated hereby (each, a “Dispute”) shall be exclusively and definitively resolved through final and binding arbitration in accordance with this Section 11.9, it being the intention of the Partners that this is a broad form arbitration agreement designed to encompass all possible claims and disputes under this Agreement.
(a)    Rules. The arbitration shall be conducted in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”) (as then in effect).
(b)    Number of Arbitrators. The arbitral tribunal shall consist of three arbitrators, who shall endeavor to complete the final hearing in the arbitration within six months after the appointment of the last arbitrator.
(c)    Method of Appointment of the Arbitrators. If there are only two parties to the Dispute, then each party to the Dispute shall appoint one arbitrator within 30 days of the filing of the arbitration, and the two arbitrators so appointed shall select the presiding arbitrator within 30 days after the latter of the two arbitrators has been appointed by the parties to the Dispute. If a party to the Dispute fails to appoint its party-appointed arbitrator or if the two party-appointed arbitrators cannot reach an agreement on the presiding arbitrator within the applicable time period, then the AAA shall serve as the appointing authority and shall appoint the remainder of the three arbitrators not yet appointed. If the arbitration is to be conducted by three arbitrators and there are more than two parties to the Dispute, then within 30 days of the filing of the arbitration, all claimants shall jointly appoint one arbitrator and all respondents shall jointly appoint one arbitrator, and the two arbitrators so appointed shall select the presiding arbitrator within 30 days after the latter of the two arbitrators has been appointed by the parties to the Dispute. If either all claimants or all respondents fail to make a joint appointment of an arbitrator, or if the party-appointed arbitrators cannot reach an agreement on the presiding arbitrator within the applicable time period, then the AAA shall serve as the appointing authority and shall appoint the remainder of the three arbitrators not yet appointed.
(d)    Consolidation. If multiple arbitration proceedings are initiated under this Agreement, the General Partner LLC Agreement, the Management and Advisory Services Agreement, any LNG marketing agreement between Driftwood LNG and Tellurian Trading, one or more Contribution Agreements, or one or more LNG SPAs, the subject matters of which are related by common questions of law or fact and which could result in conflicting awards or obligations, then any party to any such dispute may request prior to the appointment of the arbitrators for such multiple or subsequent disputes that all such proceedings be consolidated into a single arbitral proceeding. Such request shall be directed to the AAA, which shall consolidate appropriate proceedings into a single proceeding unless consolidation would result in undue delay for the arbitration of the disputes.

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(e)    Place of Arbitration. Unless otherwise agreed by all parties to the Dispute, the place of arbitration shall be New York, New York.
(f)    Language. The arbitration proceedings shall be conducted in the English language, and the arbitrators shall be fluent in the English language.
(g)    Entry of Judgment. The award of the arbitral tribunal shall be final and binding. Judgment on the award of the arbitral tribunal may be entered and enforced by any court of competent jurisdiction. The parties hereto agree that service of process for any action to enforce an award may be accomplished according to the procedures of Section 11.1 as well as any other procedure authorized by law.
(h)    Notice. All notices required for any arbitration proceeding shall be deemed properly given if given in accordance with Section 11.1.
(i)    Qualifications and Conduct of the Arbitrators. All arbitrators shall be and remain at all times wholly impartial, and, once appointed, no arbitrator shall have any ex parte communications with any of the parties to the Dispute concerning the arbitration or the underlying Dispute other than communications directly concerning the selection of the presiding arbitrator, where applicable.
(j)    Interim Measures. Any party to the Dispute may apply to a court in New York, New York for interim measures (i) prior to the constitution of the arbitral tribunal (and thereafter as necessary to enforce the arbitral tribunal’s rulings); or (ii) in the absence of the jurisdiction of the arbitral tribunal to rule on interim measures in a given jurisdiction. The parties hereto agree that seeking and obtaining such interim measures shall not waive the right to arbitration. The parties hereto unconditionally and irrevocably submit to jurisdiction in New York, New York for the limited purposes of an application for interim measures under this Section 11.9(j). The arbitrators (or in an emergency the presiding arbitrator acting alone in the event one or more of the other arbitrators is unable to be involved in a timely fashion) may grant interim measures including injunctions, attachments, and conservation orders in appropriate circumstances, which measures may be immediately enforced by court order. Hearings on requests for interim measures may be held in person, by telephone, by video conference or by other means that permit the parties to the Dispute to present evidence and arguments.
(k)    Costs and Attorneys’ Fees. The arbitral tribunal is authorized to award costs of the arbitration in its award, including: (i) the fees and expenses of the arbitrators; (ii) the costs of assistance required by the tribunal, including its experts; (iii) the fees and expenses of the administrator; (iv) the reasonable costs for legal representation of a successful party; and (v) any such costs incurred in connection with an application for interim or emergency relief and to allocate those costs between the parties to the Dispute. The costs of the arbitration proceedings, including attorneys’ fees, shall be borne in the manner determined by the arbitral tribunal.

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(l)    Interest. The award shall include pre-award and post-award interest, as determined by the arbitral tribunal, from the date of any default or other breach of this Agreement until the arbitral award is paid in full. Interest shall accrue at a rate per annum equal to two percent above LIBOR (as in effect on the day such award was issued) on and from the day when such award was issued until the date of its repayment, provided that, without prejudice to the other terms of this Agreement, if such period lasts longer than 90 Days, the applicable LIBOR rate for each successive term of 90 days during that period shall be that in effect on the first day of that 90-day period. Interest shall accrue from day to day and be calculated on the basis of a 360-day year.
(m)    Currency of Award. The arbitral award shall be made and payable in U.S. dollars, free of any tax or other deduction.
(n)    Waiver of Challenge to Decision or Award. To the extent permitted by law, the parties hereto hereby waive any right to appeal from or challenge any arbitral decision or award, or to oppose enforcement of any such decision or award before a court or any governmental authority, except with respect to the limited grounds for modification or non-enforcement provided by any applicable arbitration statute or treaty.
(o)    Confidentiality. Any arbitration relating to a Dispute (including an arbitral award, a settlement resulting from an arbitral award, documents exchanged or produced during an arbitration proceeding, and memorials, briefs, or other documents prepared for the arbitration proceeding) shall be Confidential Information subject to the confidentiality provisions of Section 4.9; provided, however, that breach of such confidentiality provisions shall not void any settlement, determination, or award.
11.10    Immunity.
(a)    Each Limited Partner, to the maximum extent permitted by applicable law, as to itself and its assets, hereby irrevocably, unconditionally, knowingly, and intentionally waives any and all rights of immunity (sovereign or otherwise) and agrees not to claim, or assert any immunity with respect to the matters covered by this Agreement in any arbitration or other action with respect to this Agreement, whether arising by statute or otherwise, that it may have or may subsequently acquire, including rights under the doctrines of sovereign immunity and act of state, immunity from legal process (including service of process or notice, pre-judgment or pre-award attachment, attachment in aid of execution, or otherwise), immunity from jurisdiction or judgment of any court, arbitrator, or tribunal (including any objection or claim on the basis of inconvenient forum), and immunity from enforcement or execution of any award or judgment or any other remedy.
(b)    Each Limited Partner hereby irrevocably, unconditionally, knowingly and intentionally:
(i)    agrees that the execution, delivery, and performance by such Limited Partner of this Agreement constitute private and commercial acts rather than public or governmental acts; and

81



(ii)    consents in respect of the enforcement of any judgment against such Limited Partner in any such proceedings in any jurisdiction and to the giving of any relief or the issue of any process in connection with such proceedings (including the making, enforcement, or execution of any such judgment or any order arising out of any such judgment against or in respect of any property whatsoever irrespective of its use or intended use).
11.11    Waiver of Partition. Except as may otherwise be provided by law in connection with the dissolution, winding up and liquidation of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for partition of any of the Partnership’s property.
11.12    No Third Party Beneficiaries. The provisions of this Agreement are intended solely to benefit the Partnership and the Partners and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Partnership (and no such creditor shall be a third party beneficiary of this Agreement), and no Partner shall have any duty or obligation to any creditor of the Partnership to make any contributions to the Partnership or to cause the General Partner to deliver to any Partner a Drawdown Notice.
11.13    Compliance with Anti-Money Laundering Requirements. The General Partner shall be authorized without the consent of any Person, including any other Partner, to take such action as it determines to be necessary or advisable to comply, or to cause the Partnership to comply, with any anti-money laundering or anti-terrorist laws, rules, regulations, directives or special measures.
11.14    Audit Right. Without prejudice to the provisions of Section 7.1(b), at any time while the Partnership continues but no more than once per calendar year, at least three Limited Partners, acting jointly, may request to the General Partner to conduct, at their own expense, an audit of the Partnership’s and the General Partner’s compliance with the terms of this Agreement and the GP LLC Agreement. Upon receipt of such request, the General Partner shall assist the organization of such audits and shall ensure that adequate information and access to the premises are provided to the Limited Partners conducting such audit, and that the relevant officers and/or employees of the Partnership and its Subsidiaries are made available for interviews; provided, however, that any such audit shall be conducted following reasonable advance written notice to the General Partner, at times and locations reasonably convenient to the Partnership and its workers during normal working hours. Further, notwithstanding anything to the contrary, under no circumstances shall the General Partner or the Partnership be required to disclose or provide any information or documentation that is subject to a bona fide legal privilege or obligation of confidentiality. The Limited Partners shall issue an audit report which shall be made available to all Limited Partners and to the Partnership. The Partnership and the Limited Partners shall discuss the conclusions of any such audit report and the General Partner will use reasonable efforts implementing the recommendations set forth in the report.
11.15    Partnership Counsel. Counsel to the Partnership may also be counsel to one or more of the General Partner, the Initial Limited Partner, the Advisor, the Partnership’s Affiliates, or the respective Affiliates of the foregoing. The General Partner may execute on behalf of the

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Partnership and the Partners any consent to the representation of the Partnership that such counsel may request pursuant to the applicable rules of professional conduct in any jurisdiction (“Rules”). The Partnership has initially selected Baker Botts L.L.P. (the “Partnership Counsel”) as legal counsel to the Partnership. Each Limited Partner acknowledges that the Partnership Counsel does not represent any Limited Partner with respect to the Partnership in the absence of a clear and explicit written agreement to such effect between the Limited Partner and the Partnership Counsel (and then only to the extent specifically set forth in such agreement), and that, in the absence of any such agreement, the Partnership Counsel shall owe no duties to a Limited Partner with respect to the Partnership. In the event any dispute or controversy arises between any Limited Partner and the Partnership, or between any Limited Partner or the Partnership, on the one hand, and the General Partner, the Initial Limited Partner, the Advisor, or one or more of their respective Affiliates that the Partnership Counsel represents, on the other hand, each Limited Partner agrees that the Partnership Counsel may represent the Partnership, the General Partner, the Initial Limited Partner, the Advisor, or such Affiliates, or any of the foregoing, in any such dispute or controversy to the extent permitted by the Rules, and each Limited Partner hereby consents to such representation. Each Limited Partner further acknowledges that, whether or not the Partnership Counsel has in the past represented such Limited Partner with respect to other matters, the Partnership Counsel has not represented the interests of any Limited Partner in the preparation and negotiation of this Agreement. Notwithstanding the foregoing, the portion of the foregoing relating to matters after the admission date of a Limited Partner to the Partnership shall not apply to such Limited Partner to the extent the foregoing is inconsistent with an established policy of such Limited Partner, and such Limited Partner notifies the General Partner of such policy in writing prior to such Limited Partner’s admission to the Partnership.
11.16    Entire Agreement. This Agreement constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes any and all prior agreements or understandings among or between them with respect to such subject matter.
[Remainder of page intentionally left blank. Signature pages follow.]

83



IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the Effective Date
 
THE GENERAL PARTNER:
 
 
 
 
DRIFTWOOD GP HOLDINGS LLC
 
 
 
 
By:
 
 
Name:
R. Keith Teague
 
Title:
Chief Executive Office

Signature page to First Amended and Restated Limited Partnership Agreement of
Driftwood Holdings LP


IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the Effective Date
 
LIMITED PARTNER:
 
 
 
 
[                                                ]
 
 
 
 
By:
 
 
Name:
 
 
Title:
 

Signature page to First Amended and Restated Limited Partnership Agreement of
Driftwood Holdings LP


IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the Effective Date
 
INITIAL LIMITED PARTNER:
 
 
 
 
DRIFTWOOD LP HOLDINGS LLC
 
 
 
 
By:
 
 
Name:
Meg A. Gentle
 
Title:
President and Chief Executive Officer

Signature page to First Amended and Restated Limited Partnership Agreement of
Driftwood Holdings LP



SCHEDULE 1
PARTNERSHIP REGISTER
(as of the Effective Date)
THE PARTNERSHIP:
Driftwood Holdings LP
c/o Tellurian Inc.
1201 Louisiana Street, Suite 3100
Houston, TX 77002
Attention: General Counsel
Email: Notices@Driftwood.com
THE GENERAL PARTNER:
Driftwood GP Holdings LLC
c/o Tellurian Inc.
1201 Louisiana Street, Suite 3100
Houston, TX 77002
Attention: General Counsel
Email: legal.notices@tellurianinc.com
General Partner Units:        100

Schedule 1 to First Amended and Restated Limited Partnership Agreement of
Driftwood Holdings LP



LIMITED PARTNERS:
Name
Total Capital Contributions
Class A Units
Class A Percentage
Class B Units
Class C Units
Class D Units
Total Units
Driftwood LP Holdings LLC
c/o Tellurian Inc.
1201 Louisiana Street, Suite 3100
Houston, TX 77002
Attn: General Counsel
Email: legal.notices@tellurianinc.com
$[   ]
[   ]
[   ]%
1,104
0
0
[   ]
Total Delaware, Inc.
1201 Louisiana Street, Suite 1800
Houston, Texas 77002
Attn: General Counsel
Email: Elizabeth.matthews@total.com;
   Isabelle.salhorgne@total.com
$[   ]
100
6.0386%
0
0
0
100
[      ]
[Address 1]
[Address 2]
Attn: [      ]
Email: [      ]
$[   ]
[   ]
[   ]%
0
0
0
[   ]
[      ]
[Address 1]
[Address 2]
Attn: [      ]
Email: [      ]
$[   ]
[   ]
[   ]%
0
0
0
[   ]
[      ]
[Address 1]