Common use of Procedures for Rights of First Offer Clause in Contracts

Procedures for Rights of First Offer. (a) In the event that a Partnership Group Member (a “Partnership Transferring Party”) proposes to Transfer any Non-Five-Year Vessels (the “Partnership Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Partnership Sale Assets to any non-affiliated third party, such Partnership Transferring Party shall give Höegh (a “Partnership Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Partnership Sale Asset(s) on which such Partnership Transferring Party desires to Transfer the Partnership Sale Assets) (a “Partnership Transfer Notice”). (b) In the event that a Höegh Entity (a “Höegh Transferring Party” and, together with a Partnership Transferring Party, a “Transferring Party”) proposes to Transfer any Five-Year Vessels (the “Höegh Sale Assets” and, together with the Partnership Sale Assets, the “Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Höegh Sale Assets to any non-affiliated third party, such Höegh Transferring Party shall give the MLP (a “Höegh Potential Transferee” and, together with a Partnership Potential Transferee, a “Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Höegh Sale Asset(s) on which such Höegh Transferring Party desires to Transfer the Höegh Sale Assets) (a “Höegh Transfer Notice” and, together with a Partnership Transfer Notice, each a “Transfer Notice”).

Procedures for Rights of First Offer. (a) In the event that a Partnership Group Member (a “Partnership Transferring Party”) proposes to Transfer any Non-Five-Year Vessels (the “Partnership Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Partnership Sale Assets to any non-affiliated third party, such Partnership Transferring Party shall give Höegh KNOT (a “Partnership Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Partnership Sale Asset(s) on which such Partnership Transferring Party desires to Transfer the Partnership Sale Assets) (a “Partnership Transfer Notice”). (b) In the event that a Höegh KNOT Entity (a “Höegh KNOT Transferring Party” and, together with a Partnership Transferring Party, a “Transferring Party”) proposes to Transfer any Five-Year Vessels (the “Höegh KNOT Sale Assets” and, together with the Partnership Sale Assets, the “Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Höegh KNOT Sale Assets to any non-affiliated third party, such Höegh KNOT Transferring Party shall give the MLP (a “Höegh KNOT Potential Transferee” and, together with a Partnership Potential Transferee, a “Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Höegh KNOT Sale Asset(s) on which such Höegh KNOT Transferring Party desires to Transfer the Höegh KNOT Sale Assets) (a “Höegh KNOT Transfer Notice” and, together with a Partnership Transfer Notice, each a “Transfer Notice”).

Procedures for Rights of First Offer. (a) In the event that a Partnership any Company Group Member or Parent Group Member (a “Partnership Transferring Party”) proposes to Transfer any Non-Five-Year Vessels (the “Partnership Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Partnership Sale Assets to any non-affiliated third party, such Partnership Transferring Party shall give Höegh (a “Partnership Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Partnership Sale Asset(s) on which such Partnership Transferring Party desires to Transfer the Partnership Sale Assets) (a “Partnership Transfer Notice”). (b) In the event that a Höegh Entity (a “Höegh Transferring Party” and, together with a Partnership Transferring Partyeach, a “Transferring Party”) proposes to Transfer any Five-Year Vessels Capesize Vessel (the “Höegh Sale Assets” and, together with the Partnership Sale Assets, the “Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated Affiliated third party or otherwise offering to Transfer the Höegh Sale Assets to any non-affiliated Affiliated third party, such Höegh Transferring Party shall give the MLP (a “Höegh Potential Transferee” andCompany or the Parent, together with a Partnership Potential Transferee, a “Potential Transferee”)as applicable, written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Höegh Sale Asset(s) on for which such Höegh Transferring Party desires to Transfer the Höegh Sale Assets) (a “Höegh Transfer Notice” and, together with a Partnership Transfer Notice, each a the “Transfer Notice”). (b) After delivery of the Transfer Notice, and at the Company’s or Parent’s election, as applicable (following approval by the independent directors of the applicable Board), the Parties then shall be obligated to negotiate in good faith for a 10 calendar-day period following the delivery by the Transferring Party of the Transfer Notice (the “First Offer Negotiation Period”) to reach an agreement for the Transfer of such Sale Assets to any Company Group Member or Parent Group Member, as applicable, on the terms and conditions set forth in the Transfer Notice. If no such agreement has been reached between the Transferring Party and the Company or the Parent during the First Offer Negotiation Period, the Transferring Party may Transfer the Sale Assets to a third party; provided that if the Transferring Party has not Transferred or agreed in writing to Transfer such Sale Assets to a third party within 180 calendar days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those included in the Transfer Notice, then the Transferring Party shall not thereafter Transfer any of the Sale Assets without first offering such assets to the Company or Parent, as applicable, in the manner provided above.

Procedures for Rights of First Offer. (a) In the event that a Partnership Group Member (a “Partnership Transferring Party”) proposes to Transfer any Non-Five-Year Vessels (the “Partnership Sale Assets”)CMRE Entity, prior to engaging in any negotiation for such Transfer and, with any non-affiliated third party or otherwise offering to Transfer the Partnership Sale Assets respect to any non-affiliated third partyJV Vessel Interests, such Partnership Transferring Party shall give Höegh a JV Entity or a York Entity, as applicable, (a “Partnership Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Partnership Sale Asset(s) on which such Partnership Transferring Party desires to Transfer the Partnership Sale Assets) (a “Partnership Transfer Notice”). (b) In the event that a Höegh Entity (a “Höegh Transferring Party” and, together with a Partnership Transferring Party, a “Transferring Party”) proposes to Transfer any Five-Year Vessels Vessel Interests (the “Höegh Sale Assets” and, together with the Partnership Sale Assets, the “Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Höegh Sale Assets to any non-affiliated third party, such Höegh Transferring Party shall give the MLP General Partner (a “Höegh Potential Transferee” and, together with a Partnership Potential Transferee, a “Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Höegh Sale Asset(s)) on which such Höegh Transferring Party desires to Transfer the Höegh Sale Assets) Assets (a “Höegh Transfer Notice” and, together with a Partnership Transfer Notice, each a “Transfer Notice”). (b) After delivery of a Transfer Notice, the Transferring Party then shall be obligated to negotiate in good faith for a 30-day period following the delivery by the Transferring Party of the Transfer Notice (the “First Offer Negotiation Period”) to reach an agreement for the Transfer of such Sale Assets to the Potential Transferee or any of its Affiliates on the terms and conditions set forth in the Transfer Notice. If no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, the Transferring Party will be permitted to Transfer, or agree in writing to Transfer, such Sale Assets to a third party within 180 calendar days after the end of the First Offer Negotiation Period, provided that the terms of such Transfer are generally no less favorable to the Transferring Party than those included in the Transfer Notice. If no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred, or agreed in writing to Transfer, such Sale Assets to a third party within 180 calendar days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those included in the Transfer Notice, then the Transferring Party shall not thereafter Transfer any of the Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above.

Procedures for Rights of First Offer. (a) In the event that a Partnership Group Member or a Capital Maritime Entity (a “Partnership Transferring Party”) proposes to Transfer any Non-Five-Year Vessels (the “Partnership Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Partnership Sale Assets to any non-affiliated third party, such Partnership Transferring Party shall give Höegh (a “Partnership Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitationas applicable, the purchase price or the terms of the charter agreement and a description of the Partnership Sale Asset(s) on which such Partnership Transferring Party desires to Transfer the Partnership Sale Assets) (a “Partnership Transfer Notice”). (b) In the event that a Höegh Entity (a “Höegh Transferring Party” and, together with a Partnership Transferring Party, a “Transferring Party”) proposes to Transfer or Re-Charter any Five-Year Vessels Tanker Assets or Small Tanker Assets (the “Höegh Sale Assets” and, together with the Partnership Sale Assets, the “Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Höegh Sale Assets to any non-affiliated third party, such Höegh Transferring Party shall give Capital Maritime or the MLP MLP, as applicable (a “Höegh Potential Transferee” and, together with a Partnership Potential Transferee, a the “Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price (in the event of a Transfer) or the terms of the charter agreement (in the event of a Re-Charter) and a description of the Höegh Sale Asset(s) on which such Höegh Transferring Party desires to Transfer or Re-Charter the Höegh Sale Assets) Assets (a “Höegh Transfer Notice” and, together with a Partnership Transfer Notice, each a the “Transfer Notice”). The Transferring Party then shall be obligated to negotiate in good faith for a ten (10) day period following the delivery by the Transferring Party of the Transfer Notice (the “First Offer Negotiation Period”) to reach an agreement for the Transfer or Re-Charter of such Sale Assets to the Potential Transferee or any of its Affiliates on the terms and conditions set forth in the Transfer Notice. If no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred, or agreed in writing to Transfer, such Sale Assets to a third party within 180 calendar days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those include in the Transfer Notice, then the Transferring Party shall not thereafter Transfer any of the Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above.

Procedures for Rights of First Offer. (a) In the event that a Partnership Group Member (a “Partnership Transferring Party”) proposes to Transfer any Five-Year Vessel or any Non-Five-Year Vessels (the “Partnership Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Partnership Sale Assets to any non-affiliated third party, such Partnership Transferring Party shall give Höegh Exmar (a “Partnership Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Partnership Sale Asset(s) on which such Partnership Transferring Party desires to Transfer the Partnership Sale Assets) (a “Partnership Transfer Notice”). (b) In the event that a Höegh an Exmar Entity (a an “Höegh Exmar Transferring Party” and, together with a Partnership Transferring Party, a “Transferring Party”) proposes to Transfer any Five-Year Vessels (the “Höegh Exmar Sale Assets” and, together with the Partnership Sale Assets, the “Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Höegh Exmar Sale Assets to any non-affiliated third party, such Höegh Exmar Transferring Party shall give the MLP (a an “Höegh Exmar Potential Transferee” and, together with a Partnership Potential Transferee, a “Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Höegh Exmar Sale Asset(s) on which such Höegh Exmar Transferring Party desires to Transfer the Höegh Exmar Sale Assets) (a an “Höegh Exmar Transfer Notice” and, together with a Partnership Transfer Notice, each a “Transfer Notice”). (c) After delivery of a Transfer Notice, the Transferring Party then shall be obligated to negotiate in good faith for a 30-day period following the delivery by the Transferring Party of the Transfer Notice (the “First Offer Negotiation Period”) to reach an agreement for the Transfer of such Sale Assets to the Potential Transferee or any of its Affiliates on the terms and conditions set forth in the Transfer Notice. If no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred, or agreed in writing to Transfer, such Sale Assets to a third party within 180 calendar days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those included in the Transfer Notice, then the Transferring Party shall not thereafter Transfer any of the Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above.

Procedures for Rights of First Offer. (a) In the event that a an LNG Partnership Group Member, an Offshore Partnership Group Member or a Teekay Entity (a “Partnership as applicable, the "Transferring Party”") proposes to Transfer or Re-Charter any Non-Five-Year Vessels Crude Oil Assets, LNG Assets or Offshore Assets, as applicable (the “Partnership Sale Assets”), prior to engaging in any negotiation for such Transfer or Re-Charter with any non-affiliated third party or otherwise offering to Transfer or Re-Charter the Partnership Sale Assets to any non-affiliated third party, such Partnership Transferring Party shall give Höegh Teekay, Teekay LNG MLP or Teekay Offshore MLP, as applicable (a “Partnership the "Potential Transferee”"), written notice setting forth all material terms and conditions (including, without limitation, the purchase price (in the event of a Transfer) or the terms of the charter agreement (in the event of a Re-Charter) and a description of the Partnership Sale Asset(s) on which such Partnership Transferring Party desires to Transfer or Re-Charter the Partnership Sale Assets) (a “Partnership Transfer Notice”). (b) In the event that a Höegh Entity (a “Höegh Transferring Party” and, together with a Partnership Transferring Party, a “Transferring Party”) proposes to Transfer any Five-Year Vessels Assets (the “Höegh Sale Assets” and, together with the Partnership Sale Assets, the “Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Höegh Sale Assets to any non-affiliated third party, such Höegh Transferring Party shall give the MLP (a “Höegh Potential Transferee” and, together with a Partnership Potential Transferee, a “Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Höegh Sale Asset(s) on which such Höegh Transferring Party desires to Transfer the Höegh Sale Assets) (a “Höegh Transfer Notice” and, together with a Partnership Transfer Notice, each a “Transfer Notice”). The material terms set forth in the Transfer Notice shall have been approved, in any case where an LNG Partnership Group Member or an Offshore Partnership Group Member is the Transferring Party, by the applicable Conflicts Committee of Teekay LNG General Partner or Teekay Offshore General Partner. Subject to Section 5.1 with respect to any proposed Re-Charter by a Teekay Entity of any LNG Assets or Offshore Assets, the Transferring Party then shall be obligated to negotiate in good faith for a 30-day period following the delivery by the Transferring Party of the Transfer Notice (the “First Offer Negotiation Period”) to reach an agreement for the Transfer or Re-Charter of such Sale Assets to the Potential Transferee or any of its Affiliates on the terms and conditions set forth in the Transfer Notice. Subject to Section 5.1 with respect to any proposed Re-Charter by a Teekay Entity of any LNG Assets or Offshore Assets, if no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred or Re-Chartered, or agreed in writing to Transfer or Re-Charter, such Sale Assets to a third party within 180 days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those included in the Transfer Notice, then the Transferring Party shall not thereafter Transfer or Re-Charter any of the Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above.

Procedures for Rights of First Offer. (a) In the event that a Partnership Group Member Transocean Entity (a “Partnership Transocean Transferring Party”) proposes to Transfer any Non-Five-Year Vessels of its RigCo Equity Interests or Intermediate RigCo Equity Interest (the “Partnership Transocean Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Partnership Transocean Sale Assets to any non-affiliated third party, such Partnership Transocean Transferring Party shall give Höegh the Company (a “Partnership Transocean Potential Transferee”), ) written notice setting forth all material terms and conditions (including, without limitation, including a description of the Transocean Sale Asset(s) and the purchase price or the terms of the charter agreement and a description of the Partnership Sale Asset(s) on which such Partnership Transocean Transferring Party desires to Transfer the Partnership Transocean Sale Assets) (a “Partnership Transocean Transfer Notice”). (b) In the event that a Höegh Entity Company Group Member (a “Höegh Company Transferring Party” and, together with a Partnership Transocean Transferring Party, a “Transferring Party”) proposes to Transfer any Non-Five-Year Vessels Drilling Rig, Five-Year Drilling Rig, its RigCo Equity Interests or Intermediate RigCo Equity Interest (the “Höegh Company Sale Assets” and, together with the Partnership Transocean Sale Assets, the “Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Höegh Company Sale Assets to any non-affiliated third party, such Höegh Company Transferring Party shall give the MLP Transocean (a “Höegh Company Potential Transferee” and, together with a Partnership Transocean Potential Transferee, a “Potential Transferee”), ) written notice setting forth all material terms and conditions (including, without limitation, including a description of the Company Sale Asset(s) and the purchase price or the terms of the charter agreement and a description of the Höegh Sale Asset(s) on which such Höegh Company Transferring Party desires to Transfer the Höegh Company Sale Assets) (a “Höegh Company Transfer Notice” and, together with a Partnership Transocean Transfer Notice, each a “Transfer Notice”). (c) After delivery of a Transfer Notice, the Transferring Party then shall, if requested by the Potential Transferee, be obligated to negotiate in good faith for a 30-day period following the delivery by the Transferring Party of the Transfer Notice (the “First Offer Negotiation Period”) to reach an agreement for the Transfer of such Sale Assets to the Potential Transferee or any of its Affiliates on the terms and conditions set forth in the Transfer Notice and otherwise on customary terms and conditions. If no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred, or agreed in writing to Transfer, such Sale Assets to a third party within 180 calendar days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those included in the Transfer Notice, then the Transferring Party shall not thereafter Transfer any of such Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above.

Procedures for Rights of First Offer. (a) In the event that a Partnership Group Member (a “Partnership Transferring Party”) proposes to Transfer any Non-Five-Year Vessels (the “Partnership Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Partnership Sale Assets to any non-affiliated third party, such Partnership Transferring Party shall give Höegh (a “Partnership Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Partnership Sale Asset(s) on which such Partnership Transferring Party desires to Transfer the Partnership Sale Assets) (a “Partnership Transfer Notice”). (b) In the event that a Höegh Seadrill Entity (a “Höegh Transferring Party” and, together with a Partnership Transferring Party, a “Transferring Party”) proposes to Transfer any Five-Year Vessels Drilling Rig or partnership interests of OPCO (the “Höegh Sale Assets” and, together with the Partnership Sale Assets, the “Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Höegh Sale Assets to any non-affiliated third party, such Höegh Transferring Party shall give the MLP Company (a “Höegh Potential Transferee” and, together with a Partnership Potential Transferee, a “Potential Transferee”), ) written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Höegh Sale Asset(s) on which such Höegh Transferring Party desires to Transfer the Höegh Sale Assets) (a “Höegh Transfer Notice” and, together with a Partnership Transfer Notice, each a “Transfer Notice”). (b) After delivery of a Transfer Notice, the Transferring Party then shall be obligated to negotiate in good faith for a 30-day period following the delivery by the Transferring Party of the Transfer Notice (the “First Offer Negotiation Period”) to reach an agreement for the Transfer of such Sale Assets to the Potential Transferee or any of its Affiliates on the terms and conditions set forth in the Transfer Notice. If no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred, or agreed in writing to Transfer, such Sale Assets to a third party within 180 calendar days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those included in the Transfer Notice, then the Transferring Party shall not thereafter Transfer any of the Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above.

Procedures for Rights of First Offer. (a) In the event that a Partnership Company Group Member (a “Partnership Company Transferring Party”) proposes to Transfer any Non-Five-Year Vessels Drilling Rig (the “Partnership Company Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Partnership Company Sale Assets to any non-affiliated third party, such Partnership Company Transferring Party shall give Höegh Seadrill (a “Partnership Company Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement drilling contract and a description of the Partnership Company Sale Asset(s) on which such Partnership Company Transferring Party desires to Transfer the Partnership Company Sale Assets) (a “Partnership Company Transfer Notice”). (b) In the event that a Höegh Seadrill Entity (a “Höegh Seadrill Transferring Party” and, together with a Partnership Company Transferring Party, a “Transferring Party”) proposes to Transfer any Five-Year Vessels Drilling Rig or partnership interests of OPCO (the “Höegh Seadrill Sale Assets” and, together with the Partnership Company Sale Assets, the “Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Höegh Seadrill Sale Assets to any non-affiliated third party, such Höegh Seadrill Transferring Party shall give the MLP (a “Höegh Seadrill Potential Transferee” and, together with a Partnership Company Potential Transferee, a “Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement drilling contract and a description of the Höegh Seadrill Sale Asset(s) on which such Höegh Seadrill Transferring Party desires to Transfer the Höegh Seadrill Sale Assets) (a “Höegh Seadrill Transfer Notice” and, together with a Partnership Company Transfer Notice, each a “Transfer Notice”)‌ (c) After delivery of a Transfer Notice, the Transferring Party then shall be obligated to negotiate in good faith for a 30-day period following the delivery by the Transferring Party of the Transfer Notice (the “First Offer Negotiation Period”)) to reach an agreement for the Transfer of such Sale Assets to the Potential Transferee or any of its Affiliates on the terms and conditions set forth in the Transfer Notice. If no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred, or agreed in writing to Transfer, such Sale Assets to a third party within 180 calendar days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those included in the Transfer Notice, then the Transferring Party shall not thereafter Transfer any of the Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above.

Procedures for Rights of First Offer. (a) In the event that a Partnership Group Member (a “Partnership Transferring Party”) proposes to Transfer any Non-Five-Year Vessels (the “Partnership Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Partnership Sale Assets to any non-affiliated third party, such Partnership Transferring Party shall give Höegh Golar LNG (a “Partnership Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Partnership Sale Asset(s) on which such Partnership Transferring Party desires to Transfer the Partnership Sale Assets) (a “Partnership Transfer Notice”). (b) In the event that a Höegh Golar Entity (a “Höegh Golar Transferring Party” and, together with a Partnership Transferring Party, a “Transferring Party”) proposes to Transfer any Five-Year Vessels (the “Höegh Golar Sale Assets” and, together with the Partnership Sale Assets, the “Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Höegh Golar Sale Assets to any non-affiliated third party, such Höegh Golar Transferring Party shall give the MLP (a “Höegh Golar Potential Transferee” and, together with a Partnership Potential Transferee, a “Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Höegh Golar Sale Asset(s) on which such Höegh Golar Transferring Party desires to Transfer the Höegh Golar Sale Assets) (a “Höegh Golar Transfer Notice” and, together with a Partnership Transfer Notice, each a “Transfer Notice”). (c) After delivery of a Transfer Notice, the Transferring Party then shall be obligated to negotiate in good faith for a 30-day period following the delivery by the Transferring Party of the Transfer Notice (the “First Offer Negotiation Period”) to reach an agreement for the Transfer of such Sale Assets to the Potential Transferee or any of its Affiliates on the terms and conditions set forth in the Transfer Notice. If no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred, or agreed in writing to Transfer, such Sale Assets to a third party within 180 calendar days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those included in the Transfer Notice, then the Transferring Party shall not thereafter Transfer any of the Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above.

Procedures for Rights of First Offer. (a) In the event that a Partnership Group Member (a “Partnership Transferring Party”) proposes to Transfer any Non-Five-Year Vessels (the “Partnership Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Partnership Sale Assets to any non-affiliated third party, such Partnership Transferring Party shall give Höegh Golar LNG (a “Partnership Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Partnership Sale Asset(s) on which such Partnership Transferring Party desires to Transfer the Partnership Sale Assets) (a “Partnership Transfer Notice”). (b) In the event that a Höegh Golar Entity (a “Höegh Golar Transferring Party” and, together with a Partnership Transferring Party, a “Transferring Party”) proposes to Transfer any Five-Year Vessels (the “Höegh Golar Sale Assets” and, together with the Partnership Sale Assets, the “Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Höegh Golar Sale Assets to any non-affiliated third party, such Höegh Golar Transferring Party shall give the MLP (a “Höegh Golar Potential Transferee” and, together with a Partnership Potential Transferee, a “Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Höegh Golar Sale Asset(s) on which such Höegh Golar Transferring Party desires to Transfer the Höegh Golar Sale Assets) (a “Höegh Golar Transfer Notice” and, together with a Partnership Transfer Notice, each a “Transfer Notice”). (c) After delivery of a Transfer Notice, the Transferring Party then shall be obligated to negotiate in good faith for a 30-day period following the delivery by the Transferring Party of the Transfer Notice (the “First Offer Negotiation Period”) to reach an agreement for the Transfer of such Sale Assets to the Potential Transferee or any of its Affiliates on the terms and conditions set forth in the Transfer Notice. If no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred, or agreed in writing to Transfer, such Sale Assets to a third party within 180 calendar days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those included in the Xxxx sfer Notice, then the Transferring Party shall not thereafter Transfer any of the Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above.

Procedures for Rights of First Offer. (a) In the event that a an LNG Partnership Group Member, an Offshore Partnership Group Member or a Teekay Entity (a “Partnership as applicable, the "Transferring Party”") proposes to Transfer or Re-Charter any Non-Five-Year Vessels Crude Oil Assets, LNG Assets or Offshore Assets, as applicable (the “Partnership "Sale Assets”"), prior to engaging in any negotiation for such Transfer or Re-Charter with any non-affiliated third party or otherwise offering to Transfer or Re-Charter the Partnership Sale Assets to any non-affiliated third party, such Partnership Transferring Party shall give Höegh Teekay, Teekay LNG MLP or Teekay Offshore MLP, as applicable (a “Partnership the "Potential Transferee”"), written notice setting forth all material terms and conditions (including, without limitation, the purchase price (in the event of a Transfer) or the terms of the charter agreement (in the event of a Re-Charter) and a description of the Partnership Sale Asset(s) on which such Partnership Transferring Party desires to Transfer or Re-Charter the Partnership Sale Assets) Assets (a “Partnership the "Transfer Notice”"). (b) In . The material terms set forth in the event that a Höegh Entity (a “Höegh Transferring Party” andTransfer Notice shall have been approved, together with a in any case where an LNG Partnership Group Member or an Offshore Partnership Group Member is the Transferring Party, by the applicable Conflicts Committee of Teekay LNG General Partner or Teekay Offshore General Partner. Subject to Section 5.1 with respect to any proposed Re-Charter by a “Transferring Party”) proposes to Transfer Teekay Entity of any Five-Year Vessels (the “Höegh Sale Assets” and, together with the Partnership Sale LNG Assets or Offshore Assets, the “Sale Assets”), prior Transferring Party then shall be obligated to engaging negotiate in any negotiation good faith for a 30-day period following the delivery by the Transferring Party of the Transfer Notice (the "First Offer Negotiation Period") to reach an agreement for the Transfer or Re-Charter of such Transfer with any non-affiliated third party or otherwise offering to Transfer the Höegh Sale Assets to the Potential Transferee or any nonof its Affiliates on the terms and conditions set forth in the Transfer Notice. Subject to Section 5.1 with respect to any proposed Re-affiliated third partyCharter by a Teekay Entity of any LNG Assets or Offshore Assets, if no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred or Re-Chartered, or agreed in writing to Transfer or Re-Charter, such Höegh Sale Assets to a third party within 180 days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those included in the Transfer Notice, then the Transferring Party shall give the MLP (a “Höegh Potential Transferee” and, together with a Partnership Potential Transferee, a “Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price not thereafter Transfer or the terms Re-Charter any of the charter agreement and a description of Sale Assets without first offering such assets to the Höegh Sale Asset(s) on which such Höegh Transferring Party desires to Transfer applicable Potential Transferee in the Höegh Sale Assets) (a “Höegh Transfer Notice” and, together with a Partnership Transfer Notice, each a “Transfer Notice”).manner provided above. AMENDED AND RESTATED OMNIBUS AGREEMENT

Procedures for Rights of First Offer. (a) In the event that a Partnership Company Group Member (a “Partnership Company Transferring Party”) proposes to Transfer any Non-Five-Year Vessels Drilling Rig (the “Partnership Company Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Partnership Company Sale Assets to any non-affiliated third party, such Partnership Company Transferring Party shall give Höegh Seadrill (a “Partnership Company Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement drilling contract and a description of the Partnership Company Sale Asset(s) on which such Partnership Company Transferring Party desires to Transfer the Partnership Company Sale Assets) (a “Partnership Company Transfer Notice”). (b) In the event that a Höegh Seadrill Entity (a “Höegh Seadrill Transferring Party” and, together with a Partnership Company Transferring Party, a “Transferring Party”) proposes to Transfer any Five-Year Vessels Drilling Rig or partnership interests of OPCO (the “Höegh Seadrill Sale Assets” and, together with the Partnership Company Sale Assets, the “Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Höegh Seadrill Sale Assets to any non-affiliated third party, such Höegh Seadrill Transferring Party shall give the MLP (a “Höegh Seadrill Potential Transferee” and, together with a Partnership Company Potential Transferee, a “Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement drilling contract and a description of the Höegh Seadrill Sale Asset(s) on which such Höegh Seadrill Transferring Party desires to Transfer the Höegh Seadrill Sale Assets) (a “Höegh Seadrill Transfer Notice” and, together with a Partnership Company Transfer Notice, each a “Transfer Notice”) (c) After delivery of a Transfer Notice, the Transferring Party then shall be obligated to negotiate in good faith for a 30-day period following the delivery by the Transferring Party of the Transfer Notice (the “First Offer Negotiation Period”) to reach an agreement for the Transfer of such Sale Assets to the Potential Transferee or any of its Affiliates on the terms and conditions set forth in the Transfer Notice. If no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred, or agreed in writing to Transfer, such Sale Assets to a third party within 180 calendar days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those included in the Transfer Notice, then the Transferring Party shall not thereafter Transfer any of the Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above.

Procedures for Rights of First Offer. (a) In the event that a Partnership Group Member (a “"Partnership Transferring Party”") proposes to Transfer (x) any Non-Five-Year Vessels LNG carrier, any charters or other agreements relating to the operation or ownership of such vessel or (y) Optional Interests corresponding to an Additional Optional Vessel (the “"Partnership Sale Assets”"), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Partnership Sale Assets to any non-affiliated third party, such Partnership Transferring Party shall give Höegh Dynagas Holding (a “"Partnership Potential Transferee”"), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Partnership Sale Asset(s) Assets on which such Partnership Transferring Party desires to Transfer the Partnership Sale Assets) (a “"Partnership Transfer Notice”"). (b) In the event that a Höegh Dynagas Holding Entity (a “Höegh "Dynagas Transferring Party” " and, together with a Partnership Transferring Party, a “"Transferring Party”") proposes to Transfer any Five(x) Four-Year Vessels LNG carrier any charters or other agreements relating to the operation or ownership of such vessel or (y) Optional Interests corresponding to an Additional Optional Vessel (the “Höegh "Dynagas Sale Assets” " and, together with the Partnership Sale Assets, the “"Sale Assets”"), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Höegh Dynagas Sale Assets to any non-affiliated third party, such Höegh Dynagas Transferring Party shall give the MLP Partnership (a “Höegh "Dynagas Potential Transferee” " and, together with a Partnership Potential Transferee, a “"Potential Transferee”"), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Höegh Dynagas Sale Asset(s) on which such Höegh Dynagas Transferring Party desires to Transfer the Höegh Dynagas Sale Assets) (a “Höegh Transfer Notice” and, together with a Partnership Transfer Notice, each a “Transfer Notice”)."

Procedures for Rights of First Offer. (a) In the event that a Partnership any Giouroukos Group Member (a “Partnership Transferring Party”) proposes to Transfer any Non-Five-Year Vessels (the “Partnership Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Partnership Sale Assets to any non-affiliated third party, such Partnership Transferring Party shall give Höegh (a “Partnership Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Partnership Sale Asset(s) on which such Partnership Transferring Party desires to Transfer the Partnership Sale Assets) (a “Partnership Transfer Notice”). (b) In the event that a Höegh Entity (a “Höegh Transferring Party” and, together with a Partnership Transferring Partyeach, a “Transferring Party”) proposes to Transfer any Five-Year Vessels Giouroukos Containership (the “Höegh Sale Assets” and, together with the Partnership Sale Assets, the “Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Höegh Sale Assets to any non-affiliated third party, such Höegh Transferring Party shall give the MLP (a “Höegh Potential Transferee” and, together with a Partnership Potential Transferee, a “Potential Transferee”), Company written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Höegh Sale Asset(s) on for which such Höegh Transferring Party desires to Transfer the Höegh Sale Assets) (a “Höegh Transfer Notice” and, together with a Partnership Transfer Notice, each a the “Transfer Notice”). (b) After delivery of the Transfer Notice, and at the Company’s election (following approval by the independent directors of the Board), the parties then shall be obligated to negotiate in good faith for a 14 calendar-day period following the delivery by the Transferring Party of the Transfer Notice (the “First Offer Negotiation Period”) to reach an agreement for the Transfer of such Sale Assets to the Company or any of its subsidiaries on the terms and conditions set forth in the Transfer Notice. If no such agreement has been reached between the Transferring Party and the Company during the First Offer Negotiation Period, the Transferring Party may Transfer the Sale Assets to a third party; provided that if the Transferring Party has not Transferred or agreed in writing to Transfer such Sale Assets to a third party within 180 calendar days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those included in the Transfer Notice, then the Transferring Party shall not thereafter Transfer any of the Sale Assets without first offering such assets to the Company in the manner provided above.

Procedures for Rights of First Offer. (a) In the event that a Partnership Group Member (a “Partnership Transferring Party”) proposes to Transfer any Five-Year Vessels or Non-Five-Year Vessels (the “Partnership Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Partnership Sale Assets to any non-affiliated third party, such Partnership Transferring Party shall give Höegh GLOG (a “Partnership Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Partnership Sale Asset(s)) on which such Partnership Transferring Party desires to Transfer the Partnership Sale Assets) Assets (a “Partnership Transfer Notice”). (b) In the event that a Höegh GLOG Entity (a “Höegh GLOG Transferring Party” and, together with a Partnership Transferring Party, a “Transferring Party”) proposes to Transfer any Five-Year Vessels (the “Höegh GLOG Sale Assets” and, together with the Partnership Sale Assets, the “Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Höegh GLOG Sale Assets to any non-affiliated third party, such Höegh GLOG Transferring Party shall give the MLP (a “Höegh GLOG Potential Transferee” and, together with a Partnership Potential Transferee, a “Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Höegh GLOG Sale Asset(s)) on which such Höegh GLOG Transferring Party desires to Transfer the Höegh GLOG Sale Assets) Assets (a “Höegh GLOG Transfer Notice” and, together with a Partnership Transfer Notice, each a “Transfer Notice”).

Procedures for Rights of First Offer. (a) In the event that a Partnership Group Member Golar Power Entity (a the “Partnership Transferring Party”) proposes to Transfer any Non-Five-Year Vessels (the “Partnership Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Partnership Sale Assets to any non-affiliated third party, such Partnership Transferring Party shall give Höegh (a “Partnership Potential Transferee”), the MLP written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Partnership Sale Asset(s) on which such Partnership Transferring Party desires to Transfer the Partnership Sale Assets) (a “Partnership Transfer Notice”). (b) In After delivery of a Transfer Notice, the event that Transferring Party then shall be obligated to negotiate in good faith for a Höegh Entity (a “Höegh 30-day period following the delivery by the Transferring Party” and, together with a Partnership Transferring Party, a “Transferring Party”) proposes to Party of the Transfer any Five-Year Vessels Notice (the “Höegh Sale Assets” and, together with First Offer Negotiation Period”) to reach an agreement for the Partnership Sale Assets, the “Sale Assets”), prior to engaging in any negotiation for Transfer of such Transfer with any non-affiliated third party or otherwise offering to Transfer the Höegh Sale Assets to the MLP or any non-affiliated third partyof its Affiliates on the terms and conditions set forth in the Transfer Notice. If no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred, or agreed in writing to Transfer, such Höegh Sale Assets to a third party within 180 calendar days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those included in the Transfer Notice, then the Transferring Party shall give not thereafter Transfer any of the Sale Assets without first offering such assets to the MLP (a “Höegh Potential Transferee” and, together with a Partnership Potential Transferee, a “Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, in the purchase price or the terms of the charter agreement and a description of the Höegh Sale Asset(s) on which such Höegh Transferring Party desires to Transfer the Höegh Sale Assets) (a “Höegh Transfer Notice” and, together with a Partnership Transfer Notice, each a “Transfer Notice”)manner provided above.

Procedures for Rights of First Offer. (a) In the event that a Partnership Group Member Transocean Entity (a “Partnership Transocean Transferring Party”) proposes to Transfer any Non-Five-Year Vessels of its RigCo Equity Interests or Intermediate RigCo Equity Interest (the “Partnership Transocean Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-non- affiliated third party or otherwise offering to Transfer the Partnership Transocean Sale Assets to any non-affiliated third party, such Partnership Transocean Transferring Party shall give Höegh the Company (a “Partnership Transocean Potential Transferee”), ) written notice setting forth all material terms and conditions (including, without limitation, including a description of the Transocean Sale Asset(s) and the purchase price or the terms of the charter agreement and a description of the Partnership Sale Asset(s) on which such Partnership Transocean Transferring Party desires to Transfer the Partnership Transocean Sale Assets) (a “Partnership Transocean Transfer Notice”). (b) In the event that a Höegh Entity Company Group Member (a “Höegh Company Transferring Party” and, together with a Partnership Transocean Transferring Party, a “Transferring Party”) proposes to Transfer any Non-Five-Year Vessels Drilling Rig, Five-Year Drilling Rig, its RigCo Equity Interests or Intermediate RigCo Equity Interest (the “Höegh Company Sale Assets” and, together with the Partnership Transocean Sale Assets, the “Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Höegh Company Sale Assets to any non-affiliated third party, such Höegh Company Transferring Party shall give the MLP Transocean (a “Höegh Company Potential Transferee” and, together with a Partnership Transocean Potential Transferee, a “Potential Transferee”), ) written notice setting forth all material terms and conditions (including, without limitation, including a description of the Company Sale Asset(s) and the purchase price or the terms of the charter agreement and a description of the Höegh Sale Asset(s) on which such Höegh Company Transferring Party desires to Transfer the Höegh Company Sale Assets) (a “Höegh Company Transfer Notice” and, together with a Partnership Transocean Transfer Notice, each a “Transfer Notice”). (c) After delivery of a Transfer Notice, the Transferring Party then shall, if requested by the Potential Transferee, be obligated to negotiate in good faith for a 30-day period following the delivery by the Transferring Party of the Transfer Notice (the “First Offer Negotiation Period”) to reach an agreement for the Transfer of such Sale Assets to the Potential Transferee or any of its Affiliates on the terms and conditions set forth in the Transfer Notice and otherwise on customary terms and conditions. If no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred, or agreed in writing to Transfer, such Sale Assets to a third party within 180 calendar days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those included in the Transfer Notice, then the Transferring Party shall not thereafter Transfer any of such Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above.

Procedures for Rights of First Offer. (a) In the event that a Partnership any Giouroukos Group Member (a “Partnership Transferring Party”) proposes to Transfer any Non-Five-Year Vessels (the “Partnership Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Partnership Sale Assets to any non-affiliated third party, such Partnership Transferring Party shall give Höegh (a “Partnership Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Partnership Sale Asset(s) on which such Partnership Transferring Party desires to Transfer the Partnership Sale Assets) (a “Partnership Transfer Notice”). (b) In the event that a Höegh Common Control Entity (a “Höegh Transferring Party” and, together with a Partnership Transferring Partyeach, a “Transferring Party”) proposes to Transfer any Five-Year Vessels Giouroukos Containership, or Common Control Interests or Common Control Containership, respectively (the “Höegh Sale Assets” and, together with the Partnership Sale Assets, the “Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Höegh Sale Assets to any non-affiliated third party, such Höegh Transferring Party shall give the MLP (a “Höegh Potential Transferee” and, together with a Partnership Potential Transferee, a “Potential Transferee”), Company written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Höegh Sale Asset(s) on which such Höegh Transferring Party desires to Transfer the Höegh Sale Assets) (a “Höegh Transfer Notice” and, together with a Partnership Transfer Notice, each a the “Transfer Notice”). (b) After delivery of the Transfer Notice, and at the Company’s election (following approval by the Conflicts Committee), the parties then shall be obligated to negotiate in good faith for a 30-day period following the delivery by the Transferring Party of the Transfer Notice (the “First Offer Negotiation Period”) to reach an agreement for the Transfer of such Sale Assets to the Company or any of its Affiliates on the terms and conditions set forth in the Transfer Notice. If no such agreement has been reached between the Transferring Party and the Company during the First Offer Negotiation Period, the Transferring Party may Transfer the Sale Assets to a third party; provided that if the Transferring Party has not Transferred or agreed in writing to Transfer such Sale Assets to a third party within 180 calendar days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those included in the Transfer Notice, then the Transferring Party shall not thereafter Transfer any of the Sale Assets without first offering such assets to the Company in the manner provided above.

Procedures for Rights of First Offer. (a) In the event that a an LNG Partnership Group Member, an Offshore Partnership Group Member or a Teekay Entity (a “Partnership as applicable, the "Transferring Party”") proposes to Transfer or Re-Charter any Non-Five-Year Vessels Crude Oil Assets, LNG Assets or Offshore Assets, as applicable (the “Partnership Sale Assets”), prior to engaging in any negotiation for such Transfer or Re-Charter with any non-affiliated third party or otherwise offering to Transfer or Re-Charter the Partnership Sale Assets to any non-affiliated third party, such Partnership Transferring Party shall give Höegh Teekay, Teekay LNG MLP or Teekay Offshore MLP, as applicable (a “Partnership the "Potential Transferee”"), written notice setting forth all material terms and conditions (including, without limitation, the purchase price (in the event of a Transfer) or the terms of the charter agreement (in the event of a Re-Charter) and a description of the Partnership Sale Asset(s) on which such Partnership Transferring Party desires to Transfer or Re-Charter the Partnership Sale Assets) (a “Partnership Transfer Notice”). (b) In the event that a Höegh Entity (a “Höegh Transferring Party” and, together with a Partnership Transferring Party, a “Transferring Party”) proposes to Transfer any Five-Year Vessels Assets (the “Höegh Sale Assets” and, together with the Partnership Sale Assets, the “Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Höegh Sale Assets to any non-affiliated third party, such Höegh Transferring Party shall give the MLP (a “Höegh Potential Transferee” and, together with a Partnership Potential Transferee, a “Potential Transferee”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Höegh Sale Asset(s) on which such Höegh Transferring Party desires to Transfer the Höegh Sale Assets) (a “Höegh Transfer Notice” and, together with a Partnership Transfer Notice, each a “Transfer Notice”).. The material terms set forth in the Transfer Notice shall have been approved, in any case where an LNG Partnership Group Member or an Offshore Partnership Group Member is the Transferring Party, by the applicable Conflicts Committee of Teekay LNG General Partner or Teekay Offshore General Partner. Subject to Section 5.1 with respect to any proposed Re-Charter by a Teekay Entity of any LNG Assets or Offshore Assets, the Transferring Party then shall be obligated to negotiate in good faith for a 30-day period following the delivery by the Transferring Party of the Transfer Notice (the “First Offer Negotiation Period”) to reach an agreement for the Transfer or Re-Charter of such Sale Assets to the Potential Transferee or any of its Affiliates on the terms and conditions set forth in the Transfer Notice. Subject to Section 5.1 with respect to any proposed Re-Charter by a Teekay Entity of any LNG Assets or Offshore Assets, if no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred or Re-Chartered, or agreed in writing to Transfer or Re-Charter, such Sale Assets to a third party within 180 days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those included in the Transfer Notice, then the Transferring Party shall not thereafter Transfer or Re-Charter any of the Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above. ARTICLE VII INDEMNIFICATION 7.1