Common use of Issuance and Sale of Securities Clause in Contracts

Issuance and Sale of Securities. The Partnership agrees that it may issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”), from time to time during the term of this Agreement and on the terms set forth in this Agreement; provided, however, that in no event shall the Partnership issue or sell through or to BRFBR such dollar amount of Preferred Units that (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the Prospectus Supplement (as defined below) (the lesser of (a) and (b), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate sale price of the Preferred Units shall be the sole responsibility of the Partnership, and that BRFBR shall have no obligation in connection with such compliance. The issuance and sale of the Preferred Units through BRFBR will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership to use the Registration Statement to issue any Preferred Units. The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission, a registration statement on Form F-3 (File No. 333-235614), including a base prospectus (the “Base Prospectus”), relating to certain securities, including the Preferred Units to be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act Regulations”). The Partnership has prepared a prospectus supplement dated January 28, 2020 specifically relating to the Preferred Units (the “Prospectus Supplement”) to the Base Prospectus included as part of such registration statement. The Partnership will furnish to BRFBR, for use by BRFBR, electronic copies of the Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24, 2020, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Partnership to cover any Placement Securities (as defined below), is herein called the “Registration Statement.” The Base Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Securities. The Partnership agrees that it may issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”)that, from time to time during the term of this Agreement and Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through MLV, acting as sales agent, common units representing limited partner interests in this Agreement; provided, however, that in no event shall the Partnership issue or sell through or to BRFBR such dollar amount of Preferred Units that (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the Prospectus Supplement (as defined below) (the lesser “Common Units”) having an aggregate gross sales price of up to $75,000,000 (a) and (b), the “Maximum Amount”). The Common Units to be issued and sold pursuant to this Agreement are referred to herein as the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Preferred Units Securities shall be the sole responsibility of the Partnership, and that BRFBR MLV shall have no obligation in connection with such compliance. The issuance and sale of the Preferred Units Securities through BRFBR MLV will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership to use the Registration Statement to issue any Preferred UnitsSecurities. The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission, a registration statement on Form F-3 S-3 (File No. 333-235614190865), including a base prospectus (the “Base Prospectus”)prospectus, relating to certain securities, including the Preferred Units Securities to be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act Regulations”). The Partnership has prepared a prospectus supplement dated January 28, 2020 specifically relating to the Preferred Units Securities (the “Prospectus Supplement”) to the Base Prospectus base prospectus included as part of such registration statement. The Partnership will furnish to BRFBRMLV, for use by BRFBRMLV, electronic copies of the Base Prospectus base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24, 2020, and any post-effective amendment theretoamended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Partnership to cover any Placement Securities (as defined below), is herein called the “Registration Statement.” The Base Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and base prospectus and/or Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Securities. The Partnership Company agrees that it may issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”)that, from time to time during the term of this Agreement Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through either Agent, acting as sales agent, or directly to either Agent acting as principal from time to time, shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), on the terms set forth in this Agreement; provided, however, that in no event shall the Partnership Company issue or sell through or to BRFBR such dollar amount Agent any number of Preferred Units shares of Common Stock that (a) exceeds exceed the number of shares or dollar amount of Preferred Units securities registered on the effective Registration Statement (as defined below) pursuant to which the this offering is being made, made or (b) exceeds the dollar amount number of Preferred Units offered pursuant to the Prospectus Supplement (as defined below) authorized but unissued shares of Common Stock (the lesser of (a) and (b), the “Maximum Amount”). The shares of Common Stock to be issued and sold pursuant to this Agreement are referred to herein as the “Securities.” The Company hereby appoints England as Independent Financial Advisor with respect to the offering of the Securities. While serving as Independent Financial Advisor, England shall not participate in the sale of the Securities. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Preferred Units Securities shall be the sole responsibility of the PartnershipCompany, and that BRFBR neither Agent shall have no any obligation in connection with such compliance. The issuance and sale of the Preferred Units Securities through BRFBR or to any Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership Company to use the Registration Statement to issue any Preferred UnitsSecurities. The Partnership Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission, a registration statement on Form F-3 S-3 (File No. 333-235614234686), including a base prospectus (the “Base Prospectus”)prospectus, relating to certain securitiesshares of Common Stock, including the Preferred Units Securities, to be issued from time to time by the PartnershipCompany, and which incorporates by reference documents that the Partnership Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act Regulations”). The Partnership has prepared a Company will prepare one or more prospectus supplement dated January 28, 2020 supplements specifically relating to the Preferred Units Securities (the each a “Prospectus Supplement”) to the Base Prospectus base prospectus included as part of such registration statement. The Partnership Company will furnish to BRFBReach Agent, for use by BRFBRsuch Agent, electronic copies of the Base Prospectus base prospectus included as part of such registration statement, as supplemented by one or more Prospectus Supplements, relating to the Prospectus SupplementSecurities. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24, 2020, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Act, or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Partnership Company to cover any Placement Securities (as defined below)Securities, is herein called the “Registration Statement.” The Base Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the one or more Prospectus SupplementSupplements, in the form in which such Base Prospectus and base prospectus and/or a Prospectus Supplement have most recently been filed by the Partnership Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Securities. The Partnership agrees that it may Company proposes, subject to the terms and conditions stated herein, to issue and sell through or to BRFBRyou and each of the other Underwriters named in Schedule I hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as sales agent or principalhereinafter provided in Section 11 hereof), for whom you are acting as representatives (in such capacity, the “Representatives”) $175,000,000 in aggregate principal amount of the Company’s 6.375% Convertible Notes due 2025 (the “Firm Securities”) and, at the election of the Underwriters, up to an additional $120.0 million 26,250,000 in aggregate offering price principal amount of the PartnershipCompany’s 8.756.375% Series A Cumulative Redeemable Preferred Units Convertible Notes due 2025 (the “Preferred UnitsOptional Securities”). The Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 4 hereof being collectively called the “Securities”. The Securities will be convertible into shares of the Company’s common stock (par value $0.001 per share) (the “Underlying Securities”). The Securities will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”), from time to time during between the term of this Agreement Company and on the terms set forth in this Agreement; providedU.S. Bank National Association, however, that in no event shall the Partnership issue or sell through or to BRFBR such dollar amount of Preferred Units that (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the Prospectus Supplement (as defined below) trustee (the lesser “Trustee”), as supplemented by a supplemental indenture, to be dated as of March 1, 2019, between the Company and the Trustee (a) the “Supplemental Indenture” and (b)together with the Base Indenture, the “Maximum AmountIndenture”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate sale price of the Preferred Units shall be the sole responsibility of the Partnership, and that BRFBR shall have no obligation in connection with such compliance. The issuance and sale of Securities to the Preferred Units through BRFBR Underwriters will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership to use the Registration Statement to issue any Preferred Units. The Partnership Company has filedentered into an investment advisory and management agreement, in accordance with the provisions dated as of the Securities Act of 1933July 24, 2004, as amended renewed on June 19, 2018, by the Board of Directors (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act RegulationsInvestment Advisory Agreement”), with the CommissionAdviser under the Advisers Act. The Company has entered into an administration agreement, dated as of July 24, 2004, as renewed on June 19, 2018, by the Board (the “Administration Agreement”), with the Administrator. The Company has filed, pursuant to the 1933 Act, with the Commission a registration statement on Form F-3 N-2 (File No. 333-235614227124), including a base prospectus (which registers the “Base Prospectus”), relating to offer and sale of certain securities, including the Preferred Units securities to be issued from time to time by the PartnershipCompany, and which incorporates by reference documents that including the Partnership Securities. The Indenture has filed or will file in accordance with been qualified under the provisions of the Securities Exchange Trust Indenture Act of 19341939, as amended (the “Exchange Act”)amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act RegulationsTrust Indenture Act”). The Partnership has prepared Company filed a prospectus supplement dated January 28Form N-54A “Notification of Election to be Subject to Sections 55 through 65 of the 1940 Act Filed Pursuant to Section 54(a) of the 1940 Act” (File No. 814-00659) with the Commission on April 16, 2020 specifically relating to 2004, under the Preferred Units (the “Prospectus Supplement”) to the Base Prospectus included as part of such registration statement1940 Act. The Partnership will furnish to BRFBR, for use by BRFBR, electronic copies of the Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requiresamended, such registration statement, as declared when it became effective by the Commission on January 24, 2020, and any post-effective amendment thereto, including in each case all documents filed as a part thereof or incorporated by reference thereinthereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 497 under the Securities 1933 Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) 430C under the Securities 1933 Act by the Partnership is hereinafter referred to cover any Placement Securities (as defined below), is herein called the “Registration Statement.” The Base Prospectusprospectus, including all documents incorporated or deemed incorporated therein by reference to in the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), form it was included in the Registration StatementStatement at the time it was declared effective is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as it may be supplemented by together with the Prospectus Supplementpreliminary prospectus supplement, in the form in which such Base Prospectus and Prospectus Supplement have most recently been dated February 26, 2019, filed by the Partnership with the Commission pursuant to Rule 424(b) 497 under the Securities 1933 Act, is herein called hereinafter referred to as the “Preliminary Prospectus.” The Base Prospectus, together with the prospectus supplement to be filed with the Commission pursuant to Rule 497 following execution of this Agreement, is hereinafter referred to as the “Prospectus.” Any The Preliminary Prospectus, together with the information included on Schedule III hereto in accordance with Rule 482 under the 1933 Act and filed with the Commission pursuant to Rule 497 under the 1933 Act on February 27, 2019, is hereinafter referred to collectively as the “Pricing Disclosure Package.” All references in this Agreement to financial statements and schedules and other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement, the Pricing Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are or are deemed to be incorporated by reference herein in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Pricing Disclosure Package or the Prospectus shall be deemed to refer to mean and include the filing after the execution hereof of any document with under the Commission Exchange Act which is or is deemed to be incorporated by reference therein (in the “Incorporated Documents”). The PartnershipRegistration Statement, Gxxxx XX LLCthe Pricing Disclosure Package or the Prospectus, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of case may be. All references in this Agreement, all references Agreement to the Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendments or supplements to any amendment or supplement thereto of the foregoing, shall be deemed to include the most recent any copy thereof filed with the Commission pursuant to its Electronic Data Gathering Gathering, Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “EXXXXXXXXX”).

Issuance and Sale of Securities. The Partnership Company agrees that it may issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”)that, from time to time during the term of this Agreement and Agreement, on the terms and subject to the conditions set forth in this Agreementherein, it may issue and sell through MLV, acting as agent, (i) up to $250,000,000 aggregate offering price of shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”); providedand (ii) up to $100,000,000 aggregate offering price of shares (the “Preferred Shares”) of the Company’s 8.0% Series D Cumulative Preferred Stock, par value $0.01 per share (the “Preferred Stock”), provided however, that in no event shall the Partnership Company issue or sell through or to BRFBR MLV such dollar amount number of Common Shares and Preferred Units Shares, respectively, that in the aggregate (a) exceeds the dollar amount aggregate offering price of the Common Shares or Preferred Units Shares, respectively, registered on the effective Registration Statement (as defined below) registration statement pursuant to which the offering is being made, or (b) exceeds the dollar amount number of authorized but unissued Common Shares or Preferred Units offered pursuant to the Prospectus Supplement (as defined below) Shares, respectively (the lesser of (a) and (b), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate sale price of The Common Shares and the Preferred Units shall be Shares are sometimes referred to herein as the sole responsibility of the Partnership, and that BRFBR shall have no obligation in connection with such compliance“Securities”. The issuance and sale of the Preferred Units Securities through BRFBR MLV will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership Company with and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership Company to use the Registration Statement to issue any Preferred UnitsSecurities. The Partnership Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission, Commission a registration statement on Form F-3 (File No. 333-235614)S-3, including three prospectuses, with respect to equity and other offerings, including a base prospectus (for the “Base Prospectus”), relating to certain securities, including Common Shares and a prospectus for the Preferred Units to be issued from time to time by the PartnershipShares, and which incorporates incorporate by reference documents that the Partnership Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, and the rules and regulations thereunder (collectively, the “Exchange Act RegulationsAct”). The Partnership has prepared Company may prepare prospectus supplements (each, a prospectus supplement dated January 28, 2020 specifically relating to the Preferred Units (the “Prospectus Supplement”) to the Base Prospectus prospectuses to be included as part of such registration statementstatement with respect to the offerings of Securities by MLV. The Partnership Company will furnish to BRFBRMLV, for use by BRFBRMLV, electronic copies of each prospectus relating to the Base Prospectus Common Shares and the Preferred Shares, respectively, included as part of such registration statement, as supplemented by the any Prospectus Supplement, relating to the Common Shares and the Preferred Shares, respectively. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24, 2020, and any post-effective amendment theretoamended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such and also including any other registration statement filed pursuant to Rule 430B of 462(b) under the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Partnership to cover any Placement Securities (as defined below)collectively, is are herein called the “Registration Statement.,” The Base Prospectusand the prospectus relating to the Common Shares or the Preferred Shares, as applicable, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the a Prospectus Supplement, in the form in which such Base Prospectus and prospectus and/or Prospectus Supplement have most recently been is filed by the Partnership Company with the Commission pursuant to Rule 424(b) under the Securities Act, Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Securities. The Partnership Company agrees that it may issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”)that, from time to time during the term of this Agreement and Agreement, on the terms and subject to the conditions set forth in this Agreement; providedherein, however, that in no event shall the Partnership it may issue or and sell through or to BRFBR such dollar amount of Preferred Units that (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (DBSI, acting as defined below) pursuant to which the offering is being madeagent and/or principal, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the Prospectus Supplement (as defined below) shares (the lesser “Securities”) of the Company’s common stock, par value $0.001 per share (a) and (b), the “Common Stock”) having an aggregate offering price of up to $50,000,000 (the "Maximum Amount”"). The Company agrees that if DBSI determines that DBSI will purchase any Securities on a principal basis, then the Company will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and DBSI covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 regarding the on maximum aggregate sale price of the Preferred Units Securities issued and sold under this Agreement shall be the sole responsibility of the PartnershipCompany, and that BRFBR DBSI shall have no obligation in connection with such compliance. The issuance and sale of the Preferred Units Securities through BRFBR DBSI will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership Company to use the Registration Statement to issue any Preferred UnitsSecurities. The Partnership Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “"Securities Act”), ") and the rules and regulations thereunder (the “Securities Act Regulations”"), with the Commission, Commission a registration statement on Form F-3 S-3 (File No. 333-235614), including a base prospectus (the “Base Prospectus”), relating to certain securities, including the Preferred Units to be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act Regulations”). The Partnership has prepared a prospectus supplement dated January 28, 2020 specifically relating to the Preferred Units (the “Prospectus Supplement”) to the Base Prospectus included as part of such registration statement. The Partnership will furnish to BRFBR, for use by BRFBR, electronic copies of the Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24, 2020, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Partnership to cover any Placement Securities (as defined below), is herein called the “Registration Statement.” The Base Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).333-

Issuance and Sale of Securities. The Partnership Company agrees that it may issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”)that, from time to time during the term of this Agreement and Agreement, on the terms and subject to the conditions set forth in this Agreement; providedherein, however, that in no event shall the Partnership it may issue or and sell through or to BRFBR such dollar amount of Preferred Units that (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (KBCM, acting as defined below) pursuant to which the offering is being madeagent and/or principal, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the Prospectus Supplement (as defined below) shares (the lesser “Securities”) of the Company’s common stock, par value $0.001 per share (athe “Common Stock”) and having an aggregate offering price of up to $50,000,000 (b), the “Maximum Amount”). The Company agrees that if KBCM determines that KBCM will purchase any Securities on a principal basis, then the Company will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and KBCM covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 regarding the on maximum aggregate sale price of the Preferred Units Securities issued and sold under this Agreement shall be the sole responsibility of the PartnershipCompany, and that BRFBR KBCM shall have no obligation in connection with such compliance. The issuance and sale of the Preferred Units Securities through BRFBR KBCM will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership Company to use the Registration Statement to issue any Preferred UnitsSecurities. The Partnership Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission, Commission a registration statement on Form F-3 S-3 (File No. 333-235614333- 140433), including a base prospectus (the “Base Prospectus”)prospectus, relating to certain securities, including the Preferred Units Securities to be issued from time to time by the PartnershipCompany, and which incorporates by reference documents that the Partnership Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act Regulations”). The Partnership Company has prepared a prospectus supplement dated January 28, 2020 specifically relating to the Preferred Units Securities (the “Prospectus Supplement”) to the Base Prospectus base prospectus included as part of such registration statement. The Partnership Company will furnish to BRFBRKBCM, for use by BRFBRKBCM, electronic copies of the Base Prospectus prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24, 2020, and any post-effective amendment theretoamended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Partnership to cover any Placement Securities (as defined below)Regulations, is herein called the “Registration Statement.” The Base ProspectusRegistration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and prospectus and/or Prospectus Supplement have most recently been filed by the Partnership Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant via XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via XXXXX). Any reference herein to its Electronic Data Gathering Analysis the registration statement, the Registration Statement, any Prospectus Supplement, Prospectus or any Free Writing Prospectus shall be deemed to refer to and Retrieval Systeminclude the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the initial effective date of the Registration Statement, or if applicablethe date of Prospectus Supplement, Prospectus or such Free Writing Prospectus, as the Interactive Data Electronic Application system when used case may be, and incorporated therein by the Commission (collectively, “EXXXX”)reference.

Issuance and Sale of Securities. The Partnership Company agrees that it may issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”)that, from time to time during the term of this Agreement and Agreement, on the terms and subject to the conditions set forth in this Agreement; providedherein, however, that in no event shall the Partnership it may issue or and sell through or to BRFBR such dollar amount of Preferred Units that (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (RBCCM, acting as defined below) pursuant to which the offering is being madeagent and/or principal, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the Prospectus Supplement (as defined below) shares (the lesser “Securities”) of the Company’s common stock, par value $0.001 per share (athe “Common Stock”) and having an aggregate offering price of up to $50,000,000 (b), the “Maximum Amount”). The Company agrees that if RBCCM determines that RBCCM will purchase any Securities on a principal basis, then the Company will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and RBCCM covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 regarding the on maximum aggregate sale price of the Preferred Units Securities issued and sold under this Agreement shall be the sole responsibility of the PartnershipCompany, and that BRFBR RBCCM shall have no obligation in connection with such compliance. The issuance and sale of the Preferred Units Securities through BRFBR RBCCM will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership Company to use the Registration Statement to issue any Preferred UnitsSecurities. The Partnership Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission, Commission a registration statement on Form F-3 S-3 (File No. 333-235614140433), including a base prospectus (the “Base Prospectus”)prospectus, relating to certain securities, including the Preferred Units Securities to be issued from time to time by the PartnershipCompany, and which incorporates by reference documents that the Partnership Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act Regulations”). The Partnership Company has prepared a prospectus supplement dated January 28, 2020 specifically relating to the Preferred Units Securities (the “Prospectus Supplement”) to the Base Prospectus base prospectus included as part of such registration statement. The Partnership Company will furnish to BRFBRRBCCM, for use by BRFBRRBCCM, electronic copies of the Base Prospectus prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24, 2020, and any post-effective amendment theretoamended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Partnership to cover any Placement Securities (as defined below)Regulations, is herein called the “Registration Statement.” The Base ProspectusRegistration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and prospectus and/or Prospectus Supplement have most recently been filed by the Partnership Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant via XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via XXXXX). Any reference herein to its Electronic Data Gathering Analysis the registration statement, the Registration Statement, any Prospectus Supplement, Prospectus or any Free Writing Prospectus shall be deemed to refer to and Retrieval Systeminclude the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the initial effective date of the Registration Statement, or if applicablethe date of Prospectus Supplement, Prospectus or such Free Writing Prospectus, as the Interactive Data Electronic Application system when used case may be, and incorporated therein by the Commission (collectively, “EXXXX”)reference.

Issuance and Sale of Securities. The Partnership agrees that it may issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”)that, from time to time during the term of this Agreement and Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through MLV, acting as sales agent, common units representing limited partner interests in this Agreement; provided, however, that in no event shall the Partnership issue or sell through or to BRFBR such dollar amount of Preferred Units that (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the Prospectus Supplement (as defined below) (the lesser “Common Units”) having an aggregate gross sales price of up to $100,000,000 (a) and (b), the “Maximum Amount”). The Common Units to be issued and sold pursuant to this Agreement are referred to herein as the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Preferred Units Securities shall be the sole responsibility of the Partnership, and that BRFBR MLV shall have no obligation in connection with such compliance. The issuance and sale of the Preferred Units Securities through BRFBR MLV will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership to use the Registration Statement to issue any Preferred UnitsSecurities. The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission, a registration statement on Form F-3 S-3 (File No. 333-235614202575), including a base prospectus (the “Base Prospectus”)prospectus, relating to certain securities, including the Preferred Units Securities to be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act Regulations”). The Partnership has prepared a will prepare one or more prospectus supplement dated January 28, 2020 supplements specifically relating to the Preferred Units Securities (the each a “Prospectus Supplement”) to the Base Prospectus base prospectus included as part of such registration statement. The Partnership will furnish to BRFBRMLV, for use by BRFBRMLV, electronic copies of the Base Prospectus base prospectus included as part of such registration statement, as supplemented by one or more Prospectus Supplements, relating to the Prospectus SupplementSecurities. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24, 2020, and any post-effective amendment theretoamended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Partnership to cover any Placement Securities (as defined below), is herein called the “Registration Statement.” The Base Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the one or more Prospectus SupplementSupplements, in the form in which such Base Prospectus and base prospectus and/or a Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Securities. The Partnership Company agrees that it may issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”)that, from time to time during the term of this Agreement and Agreement, on the terms and subject to the conditions set forth in this Agreement; providedherein, however, that in no event shall the Partnership Company may issue or and sell through or to BRFBR such dollar amount of Preferred Units that (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (CF&Co, acting as defined below) pursuant to which the offering is being madeagent and/or principal, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the Prospectus Supplement (as defined below) shares (the lesser “Securities”) of the Company’s common stock, par value $0.01 per share (athe “Common Stock”) and having an aggregate offering price of up to $30,000,000 (b), the “Maximum Amount”). The Company agrees that if CF&Co determines that CF&Co will purchase any Shares on a principal basis (other than as a “riskless principal”), then the Company will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and CF&Co covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 regarding the on maximum aggregate sale price of the Preferred Units Securities issued and sold under this Agreement shall be the sole responsibility of the PartnershipCompany, and that BRFBR CF&Co shall have no obligation in connection with such compliance. The issuance and sale of the Preferred Units Securities through BRFBR CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership Company to use the Registration Statement to issue any Preferred UnitsSecurities. The Partnership Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission, Commission a registration statement on Form F-3 S-3 (File No. 333-235614152152), including a base prospectus (the “Base Prospectus”)prospectus, relating to certain securities, including the Preferred Units Securities to be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act Regulations”). The Partnership has prepared a prospectus supplement dated January 28, 2020 specifically relating to the Preferred Units (the “Prospectus Supplement”) to the Base Prospectus included as part of such registration statement. The Partnership will furnish to BRFBR, for use by BRFBR, electronic copies of the Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24, 2020, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Partnership to cover any Placement Securities (as defined below), is herein called the “Registration Statement.” The Base Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).be

Issuance and Sale of Securities. The Partnership Company agrees that it may issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”)that, from time to time during the term of this Agreement Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Virtu, acting as sales agent, or directly to Virtu acting as principal from time to time, shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”), on the terms set forth in this Agreement; provided, however, that in no event shall the Partnership Company issue or sell through or to BRFBR Virtu such dollar amount number of Preferred Units shares of Common Stock that (a) exceeds exceed the number of shares or dollar amount of Preferred Units securities registered on the effective Registration Statement (as defined below) pursuant to which the this offering is being made, made or (b) exceeds the dollar amount number of Preferred Units offered pursuant to the Prospectus Supplement (as defined below) authorized but unissued shares of Common Stock (the lesser of (a) and (b), the “Maximum Amount”). The shares of Common Stock to be issued and sold pursuant to this Agreement are referred to herein as the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Preferred Units Securities shall be the sole responsibility of the PartnershipCompany, and that BRFBR Virtu shall have no obligation in connection with such compliance, provided that Virtu follows the trading instructions provided by the Company pursuant to any Placement Notice in all material respects. The issuance and sale of the Preferred Units Securities through BRFBR Virtu or directly to Virtu will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership Company to use the Registration Statement to issue any Preferred UnitsSecurities. The Partnership Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission, a registration statement on Form F-3 S-3 (File No. 333-235614254781), including a base prospectus (the “Base Prospectus”)prospectus, relating to certain securitiesshares of Common Stock, including the Preferred Units Securities, to be issued from time to time by the PartnershipCompany, and which incorporates by reference documents that the Partnership Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act Regulations”). The Partnership has prepared a Company will prepare one or more prospectus supplement dated January 28, 2020 supplements specifically relating to the Preferred Units Securities (the each a “Prospectus Supplement”) to the Base Prospectus base prospectus included as part of such registration statement. The Partnership Company will furnish to BRFBRVirtu, for use by BRFBRVirtu, electronic copies of the Base Prospectus base prospectus included as part of such registration statement, as supplemented by one or more Prospectus Supplements, relating to the Prospectus SupplementSecurities. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24, 2020, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Act, or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Partnership Company to cover any Placement Securities (as defined below)Securities, is herein called the “Registration Statement.” The Base Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the one or more Prospectus SupplementSupplements, in the form in which such Base Prospectus and base prospectus and/or a Prospectus Supplement have most recently been filed by the Partnership Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXEDXXX”).

Issuance and Sale of Securities. The Partnership agrees that it may issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”)that, from time to time during the term of this Agreement Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Virtu, acting as sales agent, common units representing limited partner interests in the Partnership (the “Common Units”), on the terms set forth in this Agreement; provided, however, that in no event shall the Partnership issue or sell through or to BRFBR Virtu such dollar amount number of Preferred Common Units that (a) exceeds exceed the number of units or dollar amount of Preferred Units Securities registered on the effective Registration Statement (as defined below) pursuant to which the this offering is being made, or (b) exceeds the dollar amount number of Preferred authorized but unissued Common Units offered pursuant to the Prospectus Supplement (as defined below) (the lesser less of (a) and (b), the “Maximum Amount”). The Common Units to be issued and sold pursuant to this Agreement are referred to herein as the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Preferred Units Securities shall be the sole responsibility of the Partnership, and that BRFBR Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Preferred Units Securities through BRFBR Virtu will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership to use the Registration Statement to issue any Preferred UnitsSecurities. The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission, a registration statement on Form F-3 S-3 (File No. 333-235614254509), including a base prospectus (the “Base Prospectus”)prospectus, relating to certain securities, including the Preferred Units Securities to be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act Regulations”). The Partnership has prepared a will prepare one or more prospectus supplement dated January 28, 2020 supplements specifically relating to the Preferred Units Securities (the each a “Prospectus Supplement”) to the Base Prospectus base prospectus included as part of such registration statement. The Partnership will furnish to BRFBRVirtu, for use by BRFBRVirtu, electronic copies of the Base Prospectus base prospectus included as part of such registration statement, as supplemented by one or more Prospectus Supplements, relating to the Prospectus SupplementSecurities. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24, 2020, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Act, or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Partnership to cover any Placement Securities (as defined below)Securities, is herein called the “Registration Statement.” The Base Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the one or more Prospectus SupplementSupplements, in the form in which such Base Prospectus and base prospectus and/or a Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Securities. The Partnership agrees that it may issue and sell through or to BRFBRVirtu, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units common units representing limited partnership interests (the “Preferred Common Units”), from time to time during the term of this Agreement and on the terms set forth in this Agreement; provided, however, that in no event shall the Partnership issue or sell through or to BRFBR Virtu such dollar amount number of Preferred Common Units that (a) exceeds exceed the number of units or dollar amount of Preferred Units Securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the dollar amount number of Preferred authorized but unissued Common Units offered pursuant to the Prospectus Supplement (as defined below) (the lesser of (a) and (b), the “Maximum Amount”). For the avoidance of doubt, the term “Securities” as used in this Agreement refers only to the Common Units to be sold pursuant to this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Preferred Units Securities shall be the sole responsibility of the Partnership, and that BRFBR Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Preferred Units Securities through BRFBR Virtu will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership to use the Registration Statement to issue any Preferred UnitsSecurities. The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission, a registration statement on Form F-3 (File No. 333-235614222237), including a base prospectus (the “Base Prospectus”)prospectus, relating to certain securities, including the Preferred Units Securities to be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act Regulations”). The Partnership has prepared a will prepare one or more prospectus supplement dated January 28, 2020 supplements specifically relating to the Preferred Units Securities (the each a “Prospectus Supplement”) to the Base Prospectus base prospectus included as part of such registration statement. The Partnership will furnish to BRFBRVirtu, for use by BRFBRVirtu, electronic copies of the Base Prospectus base prospectus included as part of such registration statement, as supplemented by one or more Prospectus Supplements, relating to the Prospectus SupplementSecurities. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 2412, 20202018, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Partnership Company to cover any Placement Securities (as defined below)Shares, is herein called the “Registration Statement.” The Base Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the one or more Prospectus SupplementSupplements, in the form in which such Base Prospectus and base prospectus and/or a Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Securities. The Partnership agrees that it may Company proposes, subject to the terms and conditions stated herein, to issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price you and each of the Partnershipother Underwriters named in Schedule I hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom you are acting as representatives (in such capacity, the “Representatives”) $325,000,000 in aggregate principal amount of the Company’s 8.753.706% Series A Cumulative Redeemable Preferred Units Notes due 2026 (the “Preferred UnitsSecurities”). The Securities will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”), from time to time during between the term of this Agreement Company and on the terms set forth in this Agreement; providedU.S. Bank National Association, however, that in no event shall the Partnership issue or sell through or to BRFBR such dollar amount of Preferred Units that (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the Prospectus Supplement (as defined below) trustee (the lesser “Trustee”), as supplemented by a supplemental indenture, to be dated as of January 22, 2021, between the Company and the Trustee (a) the “Supplemental Indenture” and (b)together with the Base Indenture, the “Maximum AmountIndenture”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate sale price of the Preferred Units shall be the sole responsibility of the Partnership, and that BRFBR shall have no obligation in connection with such compliance. The issuance and sale of Securities to the Preferred Units through BRFBR Underwriters will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership to use the Registration Statement to issue any Preferred Units. The Partnership Company has filedentered into an investment advisory and management agreement, in accordance with the provisions dated as of the Securities Act of 1933July 24, 2004, as amended renewed on June 17, 2020 by the Company’s Board of Directors (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act RegulationsInvestment Advisory Agreement”), with the CommissionAdviser under the Advisers Act. The Company has entered into an administration agreement, dated as of July 24, 2004, as renewed on June 17, 2020 by the Company’s Board of Directors (the “Administration Agreement”), with the Administrator. The Company has filed, pursuant to the 1933 Act, with the Commission a registration statement on Form F-3 N-2 (File No. 333-235614236415), including a base prospectus (which became effective upon filing on February 13, 2020 and which registers the “Base Prospectus”), relating to offer and sale of certain securities, including the Preferred Units securities to be issued from time to time by the PartnershipCompany, and which incorporates by reference documents that including the Partnership Securities. The Indenture has filed or will file in accordance with been qualified under the provisions of the Securities Exchange Trust Indenture Act of 19341939, as amended (the “Exchange Act”)amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act RegulationsTrust Indenture Act”). The Partnership has prepared Company filed a prospectus supplement dated January 28Form N-54A “Notification of Election to be Subject to Sections 55 through 65 of the 1940 Act Filed Pursuant to Section 54(a) of the 1940 Act” (File No. 814-00659) with the Commission on April 16, 2020 specifically relating to 2004, under the Preferred Units (the “Prospectus Supplement”) to the Base Prospectus included as part of such registration statement1940 Act. The Partnership will furnish to BRFBR, for use by BRFBR, electronic copies of the Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requiresamended, such registration statement, as declared when it became effective by the Commission on January 24, 2020, and any post-effective amendment thereto, including in each case all documents filed as a part thereof thereof, all documents incorporated or deemed to be incorporated therein by reference thereinreference, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 424 under the Securities 1933 Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) 430C under the Securities 1933 Act by or Rule 424 under the Partnership 1933 Act is hereinafter referred to cover any Placement Securities (as defined below), is herein called the “Registration Statement.” The Base Prospectusprospectus, in the form it was included in the Registration Statement at the time it became effective, including all documents incorporated or deemed to be incorporated therein by reference, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, together with the preliminary prospectus supplement, dated January 14, 2021, including all documents incorporated or deemed to be incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) 424 under the Securities 1933 Act, is herein called hereinafter referred to as the “Preliminary Prospectus.” The Base Prospectus, together with the prospectus supplement to be filed with the Commission pursuant to Rule 424 under the 1933 Act following execution of this Agreement, is hereinafter referred to as the “Prospectus.” Any The Preliminary Prospectus, together with the information set forth on Schedule III hereto, which information complies with Rule 482 or Rule 433, as applicable, under the 1933 Act and has been filed (to the extent required) with the Commission pursuant to Rule 497 or Rule 433, as applicable, under the 1933 Act on January 14, 2021, is hereinafter referred to collectively as the “Pricing Disclosure Package.” All references in this Agreement to financial statements and schedules and other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement, the Pricing Disclosure Package or the Prospectus or any amendment or supplement to any of the foregoing (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are or are deemed to be incorporated by reference herein in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Prospectus Pricing Disclosure Package or any Issuer Free Writing Prospectus (as defined below) the Prospectus, including those amendments and/or supplements filed pursuant to Rule 424 under the 1933 Act, shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to mean and include the filing after the execution hereof of any document with under the Commission Exchange Act which is or is deemed to be incorporated by reference therein (in the “Incorporated Documents”). The PartnershipRegistration Statement, Gxxxx XX LLCthe Pricing Disclosure Package or the Prospectus, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of case may be. All references in this Agreement, all references Agreement to the Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendments or supplements to any amendment or supplement thereto of the foregoing, shall be deemed to include the most recent any copy thereof filed with the Commission pursuant to its Electronic Data Gathering Gathering, Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “EXXXXXXXXX”).

Issuance and Sale of Securities. The Partnership Company agrees that it may issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”)that, from time to time during the term of this Agreement and Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent up to $75,000,000 ordinary shares, par value €0.05 per share (the “Ordinary Shares”), of the Company to be delivered in the form of American Depositary Shares (the “ADSs”), each representing one Ordinary Share, subject to the limitations set forth in this Agreement; provided, however, that in no event shall the Partnership issue or sell through or to BRFBR such dollar amount of Preferred Units that (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the Prospectus Supplement (as defined belowSection 5(e) (the lesser of (a) and (b), the “Maximum AmountPlacement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 regarding on the aggregate sale gross sales price of the Preferred Units Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the PartnershipCompany, and that BRFBR the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Preferred Units through BRFBR Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership and declared effective by Company with the Securities and Exchange Commission (the “Commission”)) on January 13, 2021 and initially declared effective by the Commission on January 28, 2021, although nothing in this Agreement shall be construed as requiring the Partnership to use the Registration Statement Company to issue any Preferred UnitsPlacement Shares. The Partnership Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission, Commission a registration statement on Form F-3 (File No. 333-235614252074), including a base prospectus (the “Base Prospectus”)prospectus, relating to certain securities, including the Preferred Units Ordinary Shares, to be issued from time to time by the PartnershipCompany, and which incorporates by reference documents that the Partnership Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, and the rules and regulations thereunder (collectively, the “Exchange Act RegulationsAct”). The Partnership Company has prepared a prospectus supplement dated January 28, 2020 specifically relating to the Preferred Units base prospectus included as part of such registration statement at the time the registration statement became effective, which prospectus supplement specifically relates to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) ). The Company will furnish to the Base Prospectus Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement. The Partnership will furnish to BRFBR, for use by BRFBR, electronic copies of statement at the Base Prospectus included as part of such registration statementtime it became effective, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24, 2020, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6462(b) under the Securities Act by the Partnership to cover any Placement Securities (as defined below)Act, is herein called the “Registration Statement.” The Base Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and prospectus and/or Prospectus Supplement have most recently been filed by the Partnership Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (as used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” A registration statement on Form F-6 (File No. 333-234063), and any amendments thereto, in respect of the ADSs has been filed with the Commission; such registration statement in the form heretofore delivered to the Agent and, excluding exhibits, to the Agent, has been declared effective by the Commission; no other document with respect to such registration statement has heretofore been filed with the Commission; (the various parts of such registration statement, including all exhibits thereto, each as amended at the time such part of the registration statement became effective, being hereinafter called the “ADS Registration Statement”). Any reference herein to the Registration Statement, the ADS Registration Statement, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) issuer free writing prospectus shall be deemed to refer to and include the documents incorporated documents, if any, that are or are deemed to be incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or Statement, ADS Registration Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws Exchange Act on or after the most-recent effective date of the Republic Registration Statement, the ADS Registration Statement, or the respective dates of the Mxxxxxxx Islands (Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the “General Partner”)case may be, and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the ADS Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”). Unless the context otherwise requires, each reference to the ADSs or the Placement Shares herein also includes the Ordinary Shares underlying such ADSs and Placement Shares (the “Underlying Ordinary Shares”).

Issuance and Sale of Securities. The Partnership agrees that it may issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”)that, from time to time during the term of this Agreement and Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through FBR, acting as sales agent, common units representing limited partner interests in this Agreement; provided, however, that in no event shall the Partnership issue or sell through or to BRFBR such dollar amount of Preferred Units that (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the Prospectus Supplement (as defined below) (the lesser of (a) and (b), the “Maximum AmountCommon Units”). The Common Units to be issued and sold pursuant to this Agreement are referred to herein as the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Preferred Units Securities shall be the sole responsibility of the Partnership, and that BRFBR FBR shall have no obligation in connection with such compliance. The issuance and sale of the Preferred Units Securities through BRFBR FBR will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership to use the Registration Statement to issue any Preferred UnitsSecurities. The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission, a registration statement on Form F-3 S-3 (File No. 333-235614202575), including a base prospectus (the “Base Prospectus”)prospectus, relating to certain securities, including the Preferred Units Securities to be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act Regulations”). The Partnership has prepared a will prepare one or more prospectus supplement dated January 28, 2020 supplements specifically relating to the Preferred Units Securities (the each a “Prospectus Supplement”) to the Base Prospectus base prospectus included as part of such registration statement. The Partnership will furnish to BRFBRFBR, for use by BRFBRFBR, electronic copies of the Base Prospectus base prospectus included as part of such registration statement, as supplemented by one or more Prospectus Supplements, relating to the Prospectus SupplementSecurities. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24, 2020, and any post-effective amendment theretoamended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Partnership to cover any Placement Securities (as defined below), is herein called the “Registration Statement.” The Base Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the one or more Prospectus SupplementSupplements, in the form in which such Base Prospectus and base prospectus and/or a Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Securities. The Partnership Company agrees that it may issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”)that, from time to time during the term of this Agreement and Agreement, on the terms and subject to the conditions set forth in this Agreement; providedherein, however, that in no event shall the Partnership it may issue or and sell through or to BRFBR such dollar amount the Sales Agents, acting as agents and/or principals, the Company’s shares of Preferred Units that (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (as defined below) pursuant to which the offering is being madecommon stock, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the Prospectus Supplement (as defined below) $0.01 par value per share (the lesser of (a) and (b“Common Stock”), with an aggregate offering price of up to $450,000,000 (the “Maximum AmountSecurities”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 regarding on the aggregate sale price number of the Preferred Units Securities issued and sold under this Agreement shall be the sole responsibility of the PartnershipCompany, and that BRFBR the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of Securities through the Preferred Units through BRFBR Sales Agents will be effected pursuant to the Registration Statement (as defined below) ), which was filed by the Partnership and declared effective by Company with the Securities and Exchange Commission (the “Commission”) and became effective under Rule 462(e) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Partnership to use the Registration Statement to issue any Preferred Units. The Partnership Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission, Commission a registration statement on Form F-3 S-3 (File No. 333-235614203498), including a base prospectus Base Prospectus (the “Base Prospectus”defined below), relating to certain securities, including the Preferred Units Securities to be issued from time to time by the PartnershipCompany, and which incorporates by reference documents that the Partnership Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, and the rules and regulations thereunder (collectively, the “Exchange Act RegulationsAct”). The Partnership Company has prepared a prospectus supplement dated January 28, 2020 specifically relating to the Preferred Units Prospectus Supplement (the “Prospectus Supplement”defined below) to the Base Prospectus included specifically relating to the sale of the Securities pursuant to an “at the market” offering as part defined in Rule 415 of the Securities Act. The “Registration Statement”, as of any time, means such registration statement. The Partnership will furnish to BRFBR, for use statement as amended by BRFBR, electronic copies of the Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24, 2020, and any post-effective amendment theretoamendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act or and the documents otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities ActAct (“Rule 430B”); provided, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Partnership to cover any Placement Securities (as defined below)however, is herein called that the “Registration Statement.” The Base Prospectus, including all documents incorporated or deemed incorporated therein by without reference to the extent a time means such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (registration statement as qualified amended by Rule 430B(g) any post-effective amendments thereto as of the Securities Act)time of the first contract of sale for the Securities, included in which time shall be considered the “new effective date” of the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” Statement with respect to the Registration Statement or Securities within the Prospectus shall be deemed to refer to and include the filing after the execution hereof meaning of any document with the Commission deemed to be incorporated by reference therein paragraph (the “Incorporated Documents”). The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws f)(2) of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).Rule 430B

Issuance and Sale of Securities. The Partnership Company agrees that it that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to BRFBR, as sales agent or principal, the Agent up to an aggregate principal amount of $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units 18,000,000 (the “Preferred UnitsMaximum Amount”) of the Company’s 8.375% Senior Notes due 2026 to be issued under the indenture dated as of June 30, 2021 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of June 30, 2021 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (“Trustee”), from time to time during the term of this Agreement and on the terms set forth in this Agreement; provided, however, that in no event shall the Partnership issue or sell through or to BRFBR such dollar amount of Preferred Units that (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the Prospectus Supplement (as defined below) (the lesser of (a) and (b), the “Maximum AmountPlacement Securities”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate sale price number of the Preferred Units Placement Securities issued and sold under this Agreement shall be the sole responsibility of the Partnership, Company and that BRFBR the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Securities through the Preferred Units through BRFBR Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership Company to use the Registration Statement to issue any Preferred UnitsPlacement Securities. The Partnership Placement Securities will be issued to Cede & Co., as nominee of the Depository Trust Company (“DTC”) pursuant to a blanket letter of representations to be dated on or prior to the date hereof between the Company and DTC. The Indenture will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (the “Securities Act RegulationsAct”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-235614including all amendments thereto, the “Initial Registration Statement”), including a base prospectus (the “Base Prospectus”)prospectus, relating to certain securities, securities including the Preferred Units Placement Securities to be issued from time to time by the PartnershipCompany, and which incorporates by reference documents that the Partnership Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, and the rules and regulations thereunder (collectively, the “Exchange Act RegulationsAct”). The Partnership Company has prepared a prospectus supplement dated January 28, 2020 to the base prospectus included as part of such registration statement specifically relating to the Preferred Units Placement Securities (the “Prospectus Supplement”) to the Base Prospectus included as part of such registration statement). The Partnership Company will furnish to BRFBRthe Agent, for use by BRFBRthe Agent, electronic copies of the Base Prospectus included as part of such registration statementbase prospectus relating to the Placement Securities, as supplemented by the Prospectus Supplement, relating to the Placement Securities. The Company has or will have a registration statement increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act (a “Rule 462(b) Registration Statement”). Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24, 2020Initial Registration Statement and the Rule 462(b) Registration Statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Partnership to cover any Placement Securities (as defined below), is herein called the “Registration Statement.” The Base Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of under the Securities Act), included in the Initial Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and base prospectus and/or Prospectus Supplement have most recently been filed by the Partnership Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Securities. The Partnership agrees that it may issue and sell through or to BRFBReach Agent, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units common units representing limited partnership interests (the “Preferred Common Units”), from time to time during the term of this Agreement and on the terms set forth in this Agreement; provided, however, that in no event shall the Partnership issue or sell through or to BRFBR such dollar amount Agent such number of Preferred Common Units that (a) exceeds exceed the number of units or dollar amount of Preferred Units Securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the dollar amount number of Preferred authorized but unissued Common Units offered pursuant to the Prospectus Supplement (as defined below) (the lesser of (a) and (b), the “Maximum Amount”). For the avoidance of doubt, the term “Securities” as used in this Agreement refers only to the Common Units to be sold pursuant to this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Preferred Units Securities shall be the sole responsibility of the Partnership, and that BRFBR the Agents shall have no obligation in connection with such compliance. The issuance and sale of the Preferred Units Securities through BRFBR the Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership to use the Registration Statement to issue any Preferred UnitsSecurities. The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission, a registration statement on Form F-3 (File No. 333-235614240014), including a base prospectus (the “Base Prospectus”)prospectus, relating to certain securities, including the Preferred Units Securities to be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act Regulations”). The Partnership has prepared a will prepare one or more prospectus supplement dated January 28, 2020 supplements specifically relating to the Preferred Units Securities (the each a “Prospectus Supplement”) to the Base Prospectus base prospectus included as part of such registration statement. The Partnership will furnish to BRFBRthe Agents, for use by BRFBRthe Agents, electronic copies of the Base Prospectus base prospectus included as part of such registration statement, as supplemented by one or more Prospectus Supplements, relating to the Prospectus SupplementSecurities. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24August 19, 2020, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Partnership Company to cover any Placement Securities (as defined below)Shares, is herein called the “Registration Statement.” The Base Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the one or more Prospectus SupplementSupplements, in the form in which such Base Prospectus and base prospectus and/or a Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Securities. The Partnership Company agrees that it may issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”)that, from time to time during the term of this Agreement and Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent up to $125,000,000 of ordinary shares, nominal value £0.002 per share (the “Ordinary Shares”), of the Company to be delivered in the form of American Depositary Shares (the “ADSs”), each representing one Ordinary Share, subject to the limitations set forth in this Agreement; provided, however, that in no event shall the Partnership issue or sell through or to BRFBR such dollar amount of Preferred Units that (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the Prospectus Supplement (as defined belowSection 5(c) (the lesser of (a) and (b), the “Maximum AmountPlacement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 regarding on the aggregate sale gross sales price of the Preferred Units Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the PartnershipCompany, and that BRFBR the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Preferred Units through BRFBR Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership and declared effective by Company with the Securities and Exchange Commission (the “Commission”)) on July 1, 2022 and declared effective by the Commission on July 12, 2022, although nothing in this Agreement shall be construed as requiring the Partnership to use the Registration Statement Company to issue any Preferred UnitsPlacement Shares. The Partnership Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission, Commission a registration statement on Form F-3 S-3 (File No. 333-235614265978), including a base prospectus (the “Base Prospectus”)prospectus, relating to certain securities, including the Preferred Units ADSs, to be issued from time to time by the PartnershipCompany, and which incorporates by reference documents that the Partnership Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, and the rules and regulations thereunder (collectively, the “Exchange Act RegulationsAct”). The Partnership Company has prepared a prospectus supplement dated January 28, 2020 specifically relating to the Preferred Units base prospectus included as part of such registration statement at the time the registration statement became effective, which prospectus supplement specifically relates to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) ). The Company will furnish to the Base Prospectus Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement. The Partnership will furnish to BRFBR, for use by BRFBR, electronic copies of statement at the Base Prospectus included as part of such registration statementtime it became effective, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24, 2020, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6462(b) under the Securities Act by the Partnership to cover any Placement Securities (as defined below)Act, is herein called the “Registration Statement.” The Base Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and prospectus and/or Prospectus Supplement have most recently been filed by the Partnership Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (as used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” A registration statement on Form F-6 (File No. 333-256385), and any amendments thereto, in respect of the ADSs has been filed with the Commission; such registration statement in the form heretofore delivered to the Agent and, excluding exhibits, to the Agent, has been declared effective by the Commission; no other document with respect to such registration statement has heretofore been filed with the Commission; (the various parts of such registration statement, including all exhibits thereto, each as amended at the time such part of the registration statement became effective and such additional registration statements on Form F-6 filed after the date hereof, being hereinafter called the “ADS Registration Statement”). Any reference herein to the Registration Statement, the ADS Registration Statement, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) issuer free writing prospectus shall be deemed to refer to and include the documents incorporated documents, if any, that are or are deemed to be incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or Statement, the ADS Registration Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws Exchange Act on or after the most-recent effective date of the Republic Registration Statement, the ADS Registration Statement or the respective dates of the Mxxxxxxx Islands (Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the “General Partner”)case may be, and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the ADS Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”). Unless the context otherwise requires, each reference to the ADSs or the Placement Shares herein also includes the Ordinary Shares underlying the ADSs and Placement Shares (the “Underlying Ordinary Shares”). The ADSs may be evidenced by American Depositary Receipts (“ADRs”) issued pursuant to a deposit agreement, dated as of June 2, 2021 (the “Deposit Agreement”), by and among the Company, Citibank, N.A., as depositary (the “Depositary”) and all holders and beneficial owners of the ADSs issued thereunder. The Company shall, following the sale of Placement Shares through the Agent, deposit or procure the deposit of, on behalf of the Agent, the Underlying Ordinary Shares represented by such Placement Shares with Citibank, N.A. (London), acting as custodian for the Depositary (the “Custodian”), pursuant to which the Depositary (or the Custodian acting on behalf of the Depositary) shall deliver the ADSs (or ADRs evidencing ADSs) to the Agent. References in this Agreement to (i) the Company issuing and selling ADSs through the Agent, and similar or analogous expressions, shall be understood to include references to the Company allotting and issuing the new Ordinary Shares underlying those ADSs to the Depositary or its nominee and procuring the issue of ADSs representing such Ordinary Shares by the Depositary or its nominee to the Agent (acting as agent and/or (if applicable) as principal); and (ii) the purchase of, or payment for, any ADSs, and any similar or analogous expressions, shall be understood to refer to the subscription for Ordinary Shares underlying those ADSs, as well as the deposit of the Ordinary Shares for ADSs representing such Ordinary Shares, and the payment of the subscription moneys in respect of such Ordinary Shares.

Issuance and Sale of Securities. The Partnership agrees that it may Company proposes, subject to the terms and conditions stated herein, to issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price you and each of the Partnershipother Underwriters named in Schedule I hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom you are acting as representatives (in such capacity, the “Representatives”) $25,000,000 in aggregate principal amount of the Company’s 8.753.706% Series A Cumulative Redeemable Preferred Units Notes due 2026 (the “Preferred UnitsSecurities”). If there shall be only one person, firm or corporation named as an addressee above, the term “Representatives” as used herein shall mean that person, firm or corporation. If there shall be only one person, firm or corporation named in Schedule I hereto, the term “Underwriters” as used herein shall mean that person, firm or corporation. The Securities will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”), from time to time during between the term of this Agreement Company and on the terms set forth in this Agreement; providedU.S. Bank National Association, however, that in no event shall the Partnership issue or sell through or to BRFBR such dollar amount of Preferred Units that (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the Prospectus Supplement (as defined below) trustee (the lesser “Trustee”), as supplemented by a supplemental indenture, dated as of January 22, 2021, between the Company and the Trustee (a) the “Supplemental Indenture” and (b)together with the Base Indenture, the “Maximum AmountIndenture”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate sale price of the Preferred Units shall be the sole responsibility of the Partnership, and that BRFBR shall have no obligation in connection with such compliance. The issuance and sale of Securities to the Preferred Units through BRFBR Underwriters will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership Company and declared effective by the Securities and Exchange Commission (the “Commission”). On January 22, although nothing 2021, the Company issued $325,000,000 in this Agreement shall be construed as requiring aggregate principal amount of its 3.706% Notes due 2026 under the Partnership to use the Registration Statement to issue any Preferred Units. The Partnership has filedIndenture and, in accordance concurrently with the provisions Closing Time, will issue an additional $50,000,000 in aggregate principal amount of its 3.706% Notes due 2026 under the Securities Act of 1933, as amended Indenture (the “Securities ActExisting Securities”). The Securities offered by the Company pursuant to this Agreement and on the terms set forth in the Pricing Disclosure Package (as defined below) constitute an issuance of “Additional Notes” under the Indenture. Except as otherwise disclosed in the Pricing Disclosure Package, the Securities will have identical terms (other than issue date and issue price) and CUSIP number as, and will be fungible with, the rules Existing Securities and regulations thereunder will be treated as a single series with the Existing Securities for U.S. federal income tax purposes. The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as renewed on June 17, 2020 by the Company’s Board of Directors (the “Securities Act RegulationsInvestment Advisory Agreement”), with the CommissionAdviser under the Advisers Act. The Company has entered into an administration agreement, dated as of July 24, 2004, as renewed on June 17, 2020 by the Company’s Board of Directors (the “Administration Agreement”), with the Administrator. The Company has filed, pursuant to the 1933 Act, with the Commission a registration statement on Form F-3 N-2 (File No. 333-235614236415), including a base prospectus (which became effective upon filing on February 13, 2020 and which registers the “Base Prospectus”), relating to offer and sale of certain securities, including the Preferred Units securities to be issued from time to time by the PartnershipCompany, and which incorporates by reference documents that including the Partnership Securities. The Indenture has filed or will file in accordance with been qualified under the provisions of the Securities Exchange Trust Indenture Act of 19341939, as amended (the “Exchange Act”)amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act RegulationsTrust Indenture Act”). The Partnership has prepared Company filed a prospectus supplement dated January 28Form N-54A “Notification of Election to be Subject to Sections 55 through 65 of the 1940 Act Filed Pursuant to Section 54(a) of the 1940 Act” (File No. 814-00659) with the Commission on April 16, 2020 specifically relating to 2004, under the Preferred Units (the “Prospectus Supplement”) to the Base Prospectus included as part of such registration statement1940 Act. The Partnership will furnish to BRFBR, for use by BRFBR, electronic copies of the Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requiresamended, such registration statement, as declared when it became effective by the Commission on January 24, 2020, and any post-effective amendment thereto, including in each case all documents filed as a part thereof thereof, all documents incorporated or deemed to be incorporated therein by reference thereinreference, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 424 under the Securities 1933 Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) 430C under the Securities 1933 Act by or Rule 424 under the Partnership 1933 Act is hereinafter referred to cover any Placement Securities (as defined below), is herein called the “Registration Statement.” The Base Prospectusprospectus, in the form it was included in the Registration Statement at the time it became effective, including all documents incorporated or deemed to be incorporated therein by reference, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, together with the preliminary prospectus supplement, dated February 17, 2021, including all documents incorporated or deemed to be incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) 424 under the Securities 1933 Act, is herein called hereinafter referred to as the “Preliminary Prospectus.” The Base Prospectus, together with the prospectus supplement to be filed with the Commission pursuant to Rule 424 under the 1933 Act following execution of this Agreement, is hereinafter referred to as the “Prospectus.” Any The Preliminary Prospectus, together with the information set forth on Schedule III hereto, which information complies with Rule 482 or Rule 433, as applicable, under the 1933 Act and has been filed (to the extent required) with the Commission pursuant to Rule 497 or Rule 433, as applicable, under the 1933 Act on February 17, 2021, is hereinafter referred to collectively as the “Pricing Disclosure Package.” All references in this Agreement to financial statements and schedules and other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement, the Pricing Disclosure Package or the Prospectus or any amendment or supplement to any of the foregoing (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are or are deemed to be incorporated by reference herein in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Prospectus Pricing Disclosure Package or any Issuer Free Writing Prospectus (as defined below) the Prospectus, including those amendments and/or supplements filed pursuant to Rule 424 under the 1933 Act, shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to mean and include the filing after the execution hereof of any document with under the Commission Exchange Act which is or is deemed to be incorporated by reference therein (in the “Incorporated Documents”). The PartnershipRegistration Statement, Gxxxx XX LLCthe Pricing Disclosure Package or the Prospectus, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of case may be. All references in this Agreement, all references Agreement to the Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendments or supplements to any amendment or supplement thereto of the foregoing, shall be deemed to include the most recent any copy thereof filed with the Commission pursuant to its Electronic Data Gathering Gathering, Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “EXXXXXXXXX”).

Issuance and Sale of Securities. The Partnership agrees that it may issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”)BRFBR agree that, from time to time during the term of this Agreement and Agreement, on the terms and subject to the conditions set forth in this Agreement; providedherein, however, that in no event shall the Partnership may issue and sell to or sell through or to BRFBR such dollar amount of Preferred Units that BRFBR, acting as sales agent and/or principal, common units representing limited partner interests in the Partnership (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the Prospectus Supplement (as defined below) (the lesser of (a) and (b), the “Maximum AmountCommon Units”). Notwithstanding anything The Common Units to be issued and sold pursuant to this Agreement are referred to herein as the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate sale price of the Preferred Units shall be the sole responsibility of the Partnership, and that BRFBR shall have no obligation in connection with such compliance. “Securities.” The issuance and sale of the Preferred Units Securities to or through BRFBR will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership and declared effective by the Securities and Exchange Commission (the “Commission”); provided, although however, that nothing in this Agreement shall be construed as requiring the Partnership to use the Registration Statement to issue any Preferred UnitsSecurities. The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission, a registration statement on Form F-3 S-3 (File No. 333-235614230380), including a base prospectus (the “Base Prospectus”)prospectus, relating to certain securities, including the Preferred Units Securities to be issued from time to time by the Partnership, and which that incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act Regulations”). The Partnership has prepared a will prepare one or more prospectus supplement dated January 28, 2020 supplements specifically relating to the Preferred Units Securities (the each, a “Prospectus Supplement”) to the Base Prospectus base prospectus included as part of such registration statement. The Partnership will furnish to BRFBR, for use by BRFBR, electronic copies of the Base Prospectus base prospectus included as part of such registration statement, as supplemented by one or more Prospectus Supplements, relating to the Prospectus SupplementSecurities. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24, 2020, and any post-effective amendment theretoamended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Partnership to cover any Placement Securities (as defined below), is herein called the “Registration Statement.” The Base Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the one or more Prospectus SupplementSupplements, in the form in which such Base Prospectus and base prospectus and/or a Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Securities. The Company, the Operating Partnership agrees that it and the Manager agree that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to BRFBR, as sales agent or principal, the Agent up to an aggregate principal amount of $120.0 million aggregate offering price 100,000,000 of the PartnershipCompany’s 8.756.20% Series A Cumulative Redeemable Preferred Units Senior Notes due 2026 (the “Preferred Units6.20% 2026 Notes”) and the Company’s 5.75% Senior Notes due 2026 (the “5.75% 2026 Notes” and together with the 6.20% 2026 Notes, the “Placement Securities”) to be issued under an indenture dated as of August 9, 2017 (the “Base Indenture”), as supplemented by the Third Supplemental Indenture dated as of February 26, 2019 (the “Third Supplemental Indenture”),the Fourth Supplemental Indenture dated as of July 22, 2019 (the “Fourth Supplemental Indenture”) and the Fifth Supplemental Indenture dated as of February 10, 2021 (the “Fifth Supplemental Indenture” and together with the Base Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”), between the Company and U.S. Bank National Association, as trustee (“Trustee”), from time to time during the term of this Agreement and on the terms set forth in this Agreement; provided, however, that in no event shall the Partnership issue or sell through or to BRFBR such dollar amount of Preferred Units that (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the Prospectus Supplement (as defined below) (the lesser of (a) and (b), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate sale price number of the Preferred Units Placement Securities issued and sold under this Agreement shall be the sole responsibility of the Partnership, Company and that BRFBR the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Securities through the Preferred Units through BRFBR Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership Company to use the Registration Statement to issue any Preferred UnitsPlacement Securities. The Partnership Placement Securities will be issued to Cede & Co., as nominee of the Depository Trust Company (“DTC”) pursuant to a blanket letter of representations to be dated on or prior to the date hereof between the Company and DTC. Each Indenture will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (the “Securities Act RegulationsAct”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-235614)S-3, including a base prospectus (the “Base Prospectus”)prospectus, relating to certain securities, securities including the Preferred Units Placement Securities to be issued from time to time by the PartnershipCompany, and which incorporates by reference documents that the Partnership Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, and the rules and regulations thereunder (collectively, the “Exchange Act RegulationsAct”). The Partnership Company has prepared a prospectus supplement dated January 28, 2020 to the base prospectus included as part of such registration statement specifically relating to the Preferred Units Placement Securities (the “Prospectus Supplement”) to the Base Prospectus included as part of such registration statement). The Partnership Company will furnish to BRFBRthe Agent, for use by BRFBRthe Agent, electronic copies of the Base Prospectus included as part of such registration statementbase prospectus relating to the Placement Securities, as supplemented by the Prospectus Supplement, relating to the Placement Securities. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24, 2020, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Partnership to cover any Placement Securities (as defined below), is herein called the “Registration Statement.” The Base Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and base prospectus and/or Prospectus Supplement have most recently been filed by the Partnership Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”). The Company and Operating Partnership have entered into an amended and restated management agreement (the “Management Agreement”), dated as of May 9, 2016, as amended by the First Amendment to the Management Agreement, dated as of December 6, 2020, with the Manager, pursuant to which the Manager acts as the manager and adviser of the Company, the Operating Partnership and their respective subsidiaries.

Issuance and Sale of Securities. The Partnership Company agrees that it may issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”)that, from time to time during the term of this Agreement and Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, of common shares with a nominal value of CHF 0.10 each (the “Common Shares”) to be delivered in the form of American Depositary Shares (the “ADSs”), each representing one Common Share, subject to the limitations set forth in this Agreement; provided, however, that in no event shall the Partnership issue or sell through or to BRFBR such dollar amount of Preferred Units that (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the Prospectus Supplement (as defined belowSection 5(c) (the lesser of (a) and (b), the “Maximum AmountPlacement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 regarding on the aggregate sale gross sales price of the Preferred Units Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the PartnershipCompany, and that BRFBR the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Preferred Units through BRFBR Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Partnership and declared effective by Company with the Securities and Exchange Commission (the “Commission”)) on July 1, 2022 and to be declared effective by the Commission, although nothing in this Agreement shall be construed as requiring the Partnership to use the Registration Statement Company to issue any Preferred UnitsPlacement Shares. The Partnership Company has filedprepared and will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission, Commission a registration statement on Form F-3 (File No. 333-235614)F-3, including (a) a base prospectus (the “Base Prospectus”)prospectus, relating to certain securities, including the Preferred Units Underlying Common Shares (as defined below), to be issued from time to time by the PartnershipCompany, and which incorporates by reference documents that the Partnership Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, and the rules and regulations thereunder (collectively, the “Exchange Act RegulationsAct”). The Partnership has prepared , and (b) a prospectus supplement dated January 28, 2020 specifically relating to the Preferred Units Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the Base Prospectus base prospectus included as part of such registration statement. The Partnership Company will furnish to BRFBRthe Agent, for use by BRFBRthe Agent, electronic copies of the Base Prospectus base prospectus included as part of such registration statementstatement at the time it becomes effective, as supplemented by the Prospectus Supplement. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable, with respect to the Placement Shares provided, however, that Agent is provided with a reasonable opportunity to review any such registration statement or prospectus. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24, 2020, including any amendments thereto and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed #95784421v14 with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6462(b) under the Securities Act by the Partnership to cover any Placement Securities (as defined below)Act, is herein called the “Registration Statement.” The Base Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and prospectus and/or Prospectus Supplement have most recently been filed by the Partnership Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (as used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” A registration statement on Form F-6 (File No. 333-256924), and any amendments thereto, in respect of the ADSs has been filed with the Commission; such registration statement in the form heretofore delivered to the Agent and, excluding exhibits, has been declared effective by the Commission; no other document with respect to such registration statement has heretofore been filed with the Commission; (the various parts of such registration statement, including all exhibits thereto, each as amended at the time such part of the registration statement became effective, being hereinafter called the “ADS Registration Statement”). Any reference herein to the Registration Statement, the ADS Registration Statement, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus (as defined below) issuer free writing prospectus shall be deemed to refer to and include the documents incorporated documents, if any, that are or are deemed to be incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or Statement, ADS Registration Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws Exchange Act on or after the most-recent effective date of the Republic Registration Statement, ADS Registration Statement or the respective dates of the Mxxxxxxx Islands (Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the “General Partner”)case may be, and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the ADS Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”). Unless the context otherwise requires, each reference to the ADSs or the Placement Shares herein also includes the Common Shares underlying such ADSs and Placement Shares (the “Underlying Common Shares”).

Issuance and Sale of Securities. The Partnership agrees that it may Company proposes, subject to the terms and conditions stated herein, to issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price you and each of the Partnershipother Underwriters named in Schedule I hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom you are acting as representatives (in such capacity, the “Representatives”) $50,000,000 in aggregate principal amount of the Company’s 8.753.706% Series A Cumulative Redeemable Preferred Units Notes due 2026 (the “Preferred UnitsSecurities”). If there shall be only one person, firm or corporation named as an addressee above, the term “Representatives” as used herein shall mean that person, firm or corporation. If there shall be only one person, firm or corporation named in Schedule I hereto, the term “Underwriters” as used herein shall mean that person, firm or corporation. The Securities will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”), from time to time during between the term of this Agreement Company and on the terms set forth in this Agreement; providedU.S. Bank National Association, however, that in no event shall the Partnership issue or sell through or to BRFBR such dollar amount of Preferred Units that (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the Prospectus Supplement (as defined below) trustee (the lesser “Trustee”), as supplemented by a supplemental indenture, dated as of January 22, 2021, between the Company and the Trustee (a) the “Supplemental Indenture” and (b)together with the Base Indenture, the “Maximum AmountIndenture”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate sale price of the Preferred Units shall be the sole responsibility of the Partnership, and that BRFBR shall have no obligation in connection with such compliance. The issuance and sale of Securities to the Preferred Units through BRFBR Underwriters will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership Company and declared effective by the Securities and Exchange Commission (the “Commission”). On January 22, although nothing 2021, the Company issued $325,000,000 in this Agreement shall be construed as requiring aggregate principal amount of its 3.706% Notes due 2026 under the Partnership to use the Registration Statement to issue any Preferred Units. The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended Indenture (the “Securities ActExisting Securities”). The Securities offered by the Company pursuant to this Agreement and on the terms set forth in the Pricing Disclosure Package (as defined below) constitute an issuance of “Additional Notes” under the Indenture. Except as otherwise disclosed in the Pricing Disclosure Package, the Securities will have identical terms (other than issue date and issue price) and CUSIP number as, and will be fungible with, the rules Existing Securities and regulations thereunder will be treated as a single series with the Existing Securities for U.S. federal income tax purposes. The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as renewed on June 17, 2020 by the Company’s Board of Directors (the “Securities Act RegulationsInvestment Advisory Agreement”), with the CommissionAdviser under the Advisers Act. The Company has entered into an administration agreement, dated as of July 24, 2004, as renewed on June 17, 2020 by the Company’s Board of Directors (the “Administration Agreement”), with the Administrator. The Company has filed, pursuant to the 1933 Act, with the Commission a registration statement on Form F-3 N-2 (File No. 333-235614236415), including a base prospectus (which became effective upon filing on February 13, 2020 and which registers the “Base Prospectus”), relating to offer and sale of certain securities, including the Preferred Units securities to be issued from time to time by the PartnershipCompany, and which incorporates by reference documents that including the Partnership Securities. The Indenture has filed or will file in accordance with been qualified under the provisions of the Securities Exchange Trust Indenture Act of 19341939, as amended (the “Exchange Act”)amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act RegulationsTrust Indenture Act”). The Partnership has prepared Company filed a prospectus supplement dated January 28Form N-54A “Notification of Election to be Subject to Sections 55 through 65 of the 1940 Act Filed Pursuant to Section 54(a) of the 1940 Act” (File No. 814-00659) with the Commission on April 16, 2020 specifically relating to 2004, under the Preferred Units (the “Prospectus Supplement”) to the Base Prospectus included as part of such registration statement1940 Act. The Partnership will furnish to BRFBR, for use by BRFBR, electronic copies of the Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requiresamended, such registration statement, as declared when it became effective by the Commission on January 24, 2020, and any post-effective amendment thereto, including in each case all documents filed as a part thereof thereof, all documents incorporated or deemed to be incorporated therein by reference thereinreference, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 424 under the Securities 1933 Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) 430C under the Securities 1933 Act by or Rule 424 under the Partnership 1933 Act is hereinafter referred to cover any Placement Securities (as defined below), is herein called the “Registration Statement.” The Base Prospectusprospectus, in the form it was included in the Registration Statement at the time it became effective, including all documents incorporated or deemed to be incorporated therein by reference, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, together with the preliminary prospectus supplement, dated February 12, 2021, including all documents incorporated or deemed to be incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) 424 under the Securities 1933 Act, is herein called hereinafter referred to as the “Preliminary Prospectus.” The Base Prospectus, together with the prospectus supplement to be filed with the Commission pursuant to Rule 424 under the 1933 Act following execution of this Agreement, is hereinafter referred to as the “Prospectus.” Any The Preliminary Prospectus, together with the information set forth on Schedule III hereto, which information complies with Rule 482 or Rule 433, as applicable, under the 1933 Act and has been filed (to the extent required) with the Commission pursuant to Rule 497 or Rule 433, as applicable, under the 1933 Act on February 12, 2021, is hereinafter referred to collectively as the “Pricing Disclosure Package.” All references in this Agreement to financial statements and schedules and other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement, the Pricing Disclosure Package or the Prospectus or any amendment or supplement to any of the foregoing (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are or are deemed to be incorporated by reference herein in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Prospectus Pricing Disclosure Package or any Issuer Free Writing Prospectus (as defined below) the Prospectus, including those amendments and/or supplements filed pursuant to Rule 424 under the 1933 Act, shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to mean and include the filing after the execution hereof of any document with under the Commission Exchange Act which is or is deemed to be incorporated by reference therein (in the “Incorporated Documents”). The PartnershipRegistration Statement, Gxxxx XX LLCthe Pricing Disclosure Package or the Prospectus, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of case may be. All references in this Agreement, all references Agreement to the Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendments or supplements to any amendment or supplement thereto of the foregoing, shall be deemed to include the most recent any copy thereof filed with the Commission pursuant to its Electronic Data Gathering Gathering, Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “EXXXXXXXXX”).