CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • March 12th, 2021 • New York
Contract Type FiledMarch 12th, 2021 Jurisdictionis entered into as of December __, 2006, effective as of the Effective Times referred to below, among Teekay Shipping Corporation, a Marshall Islands corporation ("Teekay"); Teekay Offshore GP L.L.C., a Marshall Islands limited liability company ("MLP GP"); Teekay Offshore Partners L.P., a Marshall Islands limited partnership ("MLP"); Teekay Offshore Operating GP L.L.C. , a Marshall Islands limited liability company ("OPCO GP"); Teekay Offshore Operating L.P., a Marshall Islands limited partnership ("OPCO"); and Teekay Offshore Holdings L.L.C., a Marshall Islands limited liability company ("TOH"). The foregoing shall be referred to individually as a "Party" and collectively as the "Parties." Certain capitalized terms have the meanings assigned to them in Article I hereof.