0001564590-20-013337 Sample Contracts

SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P.
Altera Infrastructure L.P. • March 27th, 2020 • Water transportation • Marshall Islands

THIS SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P., dated as of January 22, 2020 (the “Effective Date”) and effective as of the effective time of the Merger, is entered into by and between Teekay Offshore GP L.L.C., a Marshall Islands limited liability company, as the General Partner, and, solely with respect to Section 16.5(b), Brookfield TK TOGP LP, a Bermuda limited partnership, and Brookfield TK Block Acquisition LP, a Bermuda limited partnership, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:

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SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE OPERATING L.P.
Altera Infrastructure L.P. • March 27th, 2020 • Water transportation • Marshall Islands

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE OPERATING L.P., dated as of December 23, 2015, is entered into and executed by TEEKAY OFFSHORE OPERATING GP L.L.C., a Marshall Islands limited liability company, as General Partner, and TEEKAY OFFSHORE HOLDINGS L.L.C., a Marshall Islands limited liability company, as Limited Partner.

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALTERA INFRASTRUCTURE GP L.L.C. A MARSHALL ISLANDS LIMITED LIABILITY COMPANY
Limited Liability Company Agreement • March 27th, 2020 • Altera Infrastructure L.P. • Water transportation • Marshall Islands

THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS SUBJECT TO THE CONDITIONS SPECIFIED IN THIS LIMITED LIABILITY COMPANY AGREEMENT AMONG THE MEMBERS OF THE ISSUER.

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