Common use of I T A L S Clause in Contracts

I T A L S. 1. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles II and IV, with respect to (a) those business opportunities that the Exmar Entities (as defined herein) will not pursue during the term of this Agreement and (b) the procedures whereby such business opportunities are to be offered to the Partnership Group (as defined herein) and accepted or declined. 2. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles III and IV, with respect to (a) those business opportunities that the Partnership Group will not pursue during the term of this Agreement and (b) the procedures whereby such business opportunities are to be offered to Exmar and accepted or declined. 3. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article V, with respect to (a) Exmar’s right of first offer relating to Five-Year Vessels (as defined herein) or Non-Five-Year Vessels (as defined herein) owned by the MLP and (b) the MLP’s right of first offer relating to Five-Year Vessels that Exmar might own. 4. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles VI and VII, with respect to the rights of the MLP to purchase the Caribbean FLNG Interests and the Excel Interests (each as defined herein). 5. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Section 6.2(c)(ii), Section 7.2(c)(ii) and Article VIII, with respect to certain indemnification obligations of Exmar. In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

I T A L S. 1. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles II and IV, with respect to (a) those business opportunities that the Exmar Transocean Entities (as defined herein) will not pursue during the term of this Agreement and (b) the procedures whereby such business opportunities are to be offered to the Partnership Company Group (as defined herein) and accepted or declined). 2. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles III and IV, with respect to (a) those business opportunities that the Partnership Company Group will not pursue during the term of this Agreement and (b) the procedures whereby such business opportunities are to be offered to Exmar and accepted or declinedthe Transocean Entities. 3. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article V, with respect to (a) Exmarthe Company’s right of first offer relating to Five-Year Vessels (as defined herein) or Non-Five-Year Vessels (as defined herein) owned by interests in each of the MLP Intermediate RigCos and RigCos that Transocean owns and (b) the MLPTransocean’s right of first offer relating to (i) Five-Year Vessels Drilling Rigs (as defined herein) and Non-Five-Year Drilling Rigs (as defined herein) that Exmar the Company might ownown and (ii) interests in each of the Intermediate RigCos and RigCos that the Company owns. 4. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles VI and VIIArticle VI, with respect to the rights of the MLP Transocean’s obligation to purchase the Caribbean FLNG Interests and the Excel Interests offer to sell interests in certain Selected Drilling Rigs (each as defined herein)) to the Company Group. 5. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Section 6.2(c)(ii), Section 7.2(c)(ii) and Article VII with respect to certain indemnification obligations. 6. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article VIII, with respect to certain indemnification obligations the license of Exmarnames and trademarks of Transocean. In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties parties hereto hereby agree as follows:

I T A L S. 1. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles II and IV, with respect to (a) those business opportunities that the Exmar Golar Entities (as defined herein) will not pursue during the term of this Agreement and (b) the procedures whereby such business opportunities are to be offered to the Partnership Group (as defined herein) and accepted or declined. 2. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles III and IV, with respect to (a) those business opportunities that the Partnership Group will not pursue during the term of this Agreement and (b) the procedures whereby such business opportunities are to be offered to Exmar Golar LNG and accepted or declined. 3. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article V, with respect to (a) ExmarGolar LNG’s right of first offer relating to Five-Year Vessels (as defined herein) or Non-Five-Year Vessels (as defined herein) owned by the MLP and (b) the MLP’s right of first offer relating to Five-Year Vessels that Exmar Golar LNG or Golar Energy might own. 4. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles VI and VII, with respect to the rights of the MLP to purchase the Caribbean FLNG Interests Golar Freeze from Golar LNG and the Excel Interests (each as defined herein)Xxxxxxx from Xxxxx Energy. 5. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Section 6.2(c)(ii6.2(b)(ii), Section 7.2(c)(ii) and Article VIII, with respect to certain indemnification obligations of ExmarGolar LNG and Golar Energy. In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties parties hereto hereby agree as follows:

I T A L S. 1. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles II and IV, with respect to (a) those business opportunities that the Exmar Höegh Entities (as defined herein) will shall not pursue during the term of this Agreement and (b) the procedures whereby such business opportunities are to be offered to the Partnership Group (as defined herein) and accepted or declined. 2. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles III and IV, with respect to (a) those business opportunities that the Partnership Group will shall not pursue during the term of this Agreement and (b) the procedures whereby such business opportunities are to be offered to Exmar Höegh and accepted or declined. 3. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article V, with respect to (a) ExmarHöegh’s right of first offer relating to Five-Year Vessels (as defined herein) or Non-Five-Year Vessels (as defined herein) owned by the MLP and (b) the MLP’s right of first offer relating to Five-Year Vessels that Exmar Höegh might own. 4. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles VI and VIIArticle VI, with respect to the rights of the MLP to purchase the Caribbean FLNG Interests and the Excel Independence Interests (each as defined herein)) from Höegh. 5. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Section 6.2(c)(ii), Section 7.2(c)(ii) and Article VIIIVII, with respect to certain indemnification obligations of ExmarHöegh. In consideration of the premises and the covenants, conditions, conditions and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

I T A L S. 1. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles II and IV, with respect to (a) those business opportunities that the Exmar Capital Maritime Entities (as defined herein) will not pursue during the term of this Agreement and (b) the procedures whereby such business opportunities are to be offered to the Partnership Group (as defined herein) and accepted or declined. 2. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles III and IV, with respect to (a) those business opportunities that the Partnership Group will not pursue during the term of this Agreement and (b) the procedures whereby such business opportunities are to be offered to Exmar Capital Maritime and accepted or declined. 3. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article V, with respect to (a) ExmarCapital Maritime’s right of first offer relating to Five-Year Vessels certain Tanker Assets (as defined herein) or Non-Five-Year Vessels (as defined herein) owned by the MLP and (b) the MLP’s right of first offer relating to Five-Year Vessels certain Tanker Assets that Exmar Capital Maritime might own. 4. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles VI and VII, with respect to the rights of the MLP to purchase the Caribbean FLNG Interests and the Excel Interests (each as defined herein). 5. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Section 6.2(c)(ii), Section 7.2(c)(ii) and Article VIIIVI, with respect to certain indemnification obligations of ExmarCapital Maritime. In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties parties hereto hereby agree as follows:

I T A L S. 1. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles II and IV, with respect to (a) those business opportunities that the Exmar Capital Maritime Entities (as defined herein) will not pursue during the term of this Agreement and (b) the procedures whereby such business opportunities are to be offered to the Partnership Group (as defined herein) and accepted or declined. 2. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles III and IV, with respect to (a) those business opportunities that the Partnership Group will not pursue during the term of this Agreement and (b) the procedures whereby such business opportunities are to be offered to Exmar Capital Maritime and accepted or declined. 3. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article V, with respect to to (a) ExmarCapital Maritime’s right of first offer relating to Five-Year Vessels certain Tanker Assets (as defined herein) or Non-Five-Year Vessels (as defined herein) owned by the MLP and (b) the MLP’s right of first offer relating to Five-Year Vessels certain Tanker Assets that Exmar Capital Maritime might own. 4. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles VI and VII, with respect to the rights of the MLP to purchase the Caribbean FLNG Interests and the Excel Interests (each as defined herein). 5. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Section 6.2(c)(ii), Section 7.2(c)(ii) and Article VIIIVI, with respect to certain indemnification obligations of ExmarCapital Maritime. In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties parties hereto hereby agree as follows: