Seapeak (SEAL-PB) 6-KTeekay LNG Announces Corporate Changes and Rebranding to Seapeak

Exhibit 1.2

PLAN OF CONVERSION

This PLAN OF CONVERSION (“Plan of Conversion”) dated February 25, 2022, sets forth certain terms of the conversion of TEEKAY LNG PARTNERS L.P., a Marshall Islands limited partnership (the “Partnership”), to a Marshall Islands limited liability company to be named “SEAPEAK LLC” (the “Company”), pursuant to the provisions of the Marshall Islands Limited Partnership Act (the “Partnership Act”) and the Marshall Islands Limited Liability Company Act of 1996 (the “LLC Act”).

W I T N E S S E T H

WHEREAS, the Partnership was formed as a limited partnership in accordance with the Partnership Act and is currently governed by the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 11, 2020 (the “Partnership Agreement”);

WHEREAS, upon the terms and subject to the conditions of this Plan of Conversion and in accordance with the Partnership Act and the LLC Act, the Partnership will be converted to a Marshall Islands limited liability company pursuant to and in accordance with Section 27 of the Partnership Act and Section 78 of the LLC Act (the “Conversion”);

WHEREAS, in connection with the Conversion, all of the outstanding limited partnership interests and general partnership interests (“Partnership Interests”) in the Partnership will be converted into membership interests of the Company, as applicable, as provided in this Plan of Conversion;

WHEREAS, this Plan of Conversion has been approved and adopted by the General Partner of the Partnership and the sole holder of all of the issued and outstanding Common Units; and

WHEREAS, capitalized terms used and not otherwise defined in this Plan of Conversion shall have the meanings given to them in the Partnership Agreement.

NOW, THEREFORE, upon the terms and subject to the conditions of this Plan of Conversion and in accordance with the Partnership Act and the LLC Act, upon the filing and effectiveness of the Certificate of Conversion and the Certificate of Formation (each as defined below), the Partnership shall be converted to the Company.

ARTICLE I

THE CONVERSION

SECTION 1.01 The Conversion. At the Effective Time (as defined below), the Partnership shall be converted to the Company and, for all purposes of the laws of the Republic of the Marshall Islands and otherwise, the Conversion shall be deemed a continuation of the existence of the Partnership in the form of a Marshall Islands limited liability company. The Conversion shall not require the Partnership to wind up its affairs under Section 59 of the Partnership Act or to pay its liabilities and distribute its assets under Section 60 of the Partnership Act, and the Conversion shall not constitute a dissolution of the Partnership. At the Effective Time, for all purposes of the laws of the Republic of the Marshall Islands and otherwise, all of the rights, privileges and powers of the Partnership, and all property, real, personal and mixed, and all debts due to the Partnership, as well as all other things and causes of action belonging to the Partnership, shall be vested in the Company and shall thereafter be the property of the Company, and the title to any real property vested by deed or otherwise in the Partnership shall not revert or be in any way impaired by reason of any provision of the Partnership Act, the LLC Act or otherwise; but all rights of creditors and all liens upon any property of the Partnership shall be preserved unimpaired and all debts, liabilities and duties of the Partnership shall thenceforth attach to the Company and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. The Company shall thereafter be subject to all of the provisions of the LLC Act, except that the existence of the Company shall be deemed to have commenced on the date the Partnership commenced its existence.

SECTION 1.02 Effective Time. The General Partner shall file the Certificate of Conversion in the form attached hereto as Exhibit A (the “Certificate of Conversion”) and the Certificate of Formation of the Company in the form attached hereto as Exhibit B (the “Certificate of Formation”) with the Registrar of Corporations of the Republic of the Marshall Islands. The Conversion shall be effective immediately upon the filing of (i) the Certificate of Conversion and (ii) the Certificate of Formation with the Registrar of Corporations of the Republic of the Marshall Islands or at such later time as may be specified in both the Certificate of Conversion and the Certificate of Formation (such time of effectiveness, the “Effective Time”).

SECTION 1.03 Certificate of Formation and Limited Liability Company Agreement of the Company. At and after the Effective Time, the Certificate of Formation and the Limited Liability Company Agreement of the Company (the “LLC Agreement”) shall be in the forms attached hereto as Exhibit B and Exhibit C, respectively, until amended in accordance with their terms and the LLC Act. From and after the Effective Time, except as set forth in this Section 1.03, the Partnership Agreement and the Certificate of Limited Partnership of the Partnership shall terminate and no longer govern the affairs of the Partnership, but instead the affairs of the Company shall be governed by the LLC Act, the Certificate of Formation and the LLC Agreement. Notwithstanding the foregoing, the termination of the Partnership Agreement shall not relieve any party thereto from any liability arising in connection with any breach by such party of the Partnership Agreement, arising prior to the Effective Time.

SECTION 1.04 Directors and Officers.

(a) At the Effective Time, the initial directors of the Company shall be James Wyper, Hajir Naghdy, Blake Dwyer, Barry Curtis, and Mark Kremin, each of whom shall be named to the initial board of directors (the “Board”) of the Company. James Wyper shall be the Chair of the Board. Each director, including each director appointed to fill a vacancy or newly created directorship, shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation, retirement, disqualification or removal.

(b) At the Effective Time, unless the Board provides otherwise, each of the following individuals shall be appointed to the office(s) set forth opposite such individual’s name:

Each officer so appointed shall hold such office until such officer’s successor is appointed, or until such officer’s earlier death, resignation, retirement, disqualification or removal.

(c) The Partnership and, after the Effective Time, the Company and its Board shall take all necessary actions to cause each of such individuals to be appointed as a director and/or officer, as the case may be, of the Company.

ARTICLE II

CONVERSION OF PARTNERSHIP INTERESTS; REGISTRATION OF UNITS; BOOK ENTRY AND GLOBAL CERTIFICATES

SECTION 2.01 Conversion of Partnership Interests. At the Effective Time, (i) each Common Unit outstanding immediately prior to the Effective Time shall be converted into one issued and outstanding, fully paid and nonassessable Common Unit of the Company (a “Company Common Unit”), (ii) each Series A Preferred Unit outstanding immediately prior to the Effective Time shall be converted into one issued and outstanding, fully paid and nonassessable Series A Preferred Unit of the Company (a “Company Series A Preferred Unit”), (iii) each Series B Preferred Unit outstanding immediately prior to the Effective Time shall be converted into one issued and outstanding, fully paid and nonassessable Series B Preferred Unit of the Company (a “Company Series B Preferred Unit” and, together with the Company Series A Preferred Unit, each, a “Company Preferred Unit,” and collectively with the Company Common Units, each, a “Company Unit”) and (iv) the General Partner Interest shall be converted into 1,555,061 Company Common Units (which number is equal to the Notional General Partner Units immediately prior to the Effective Time), in each case without any action required on the part of the Partnership, the Company or the former holder of such Unit or General Partner Interest, as applicable.

SECTION 2.02 Registration in Global or Book-Entry Form. The Company Units shall not be represented by certificates, unless requested by the holder of such Company Units, or the Board provides so by resolution or otherwise. Promptly after the Effective Time, the Company shall register, or cause to be registered, in book-entry or global form, as determined by the Board, the Company Series A Preferred Units, Company Series B Preferred Units and Company Common Units into which the outstanding Partnership Interests represented by the Series A Preferred Units, Series B Preferred Units, Common Units and General Partner Interest, as applicable, shall have been converted as a result of the Conversion.

SECTION 2.03 No Further Rights in Units. The Company Series A Preferred Units, Company Series B Preferred Units and Company Common Units into which the outstanding Partnership Interests represented by Series A Preferred Units, Series B Preferred Units, Common Units and the General Partner Interest, as applicable, shall have been converted as a result of the Conversion in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Partnership Interests. Immediately following the Effective Time, the Series A Preferred Units, Series B Preferred Units, Common Units and General Partner Interests of the Partnership shall cease to exist, and the holder of any such securities immediately prior to the Effective Time shall cease to have any rights with respect thereto.

SECTION 2.04 Transfer Books. At the Effective Time, there shall be no further registration of transfers on the transfer books of the Partnership of any securities that were outstanding immediately prior to the Effective Time.

ARTICLE III

MISCELLANEOUS

SECTION 3.01 Licenses, Permits, Titled Property, Etc. As applicable, following the Effective Time, to the extent required, the Company shall apply for new U.S. and foreign tax identification numbers, qualifications to conduct business (including as a foreign entity), licenses, permits and similar authorizations on its behalf and in its own name in connection with the Conversion and to reflect the fact that it is a limited liability company. As required or appropriate, following the Effective Time, all real, personal and intangible property of the Partnership which was titled or registered in the name of the Partnership shall be re-titled or re-registered, as applicable, in the name of the Company by appropriate filings and/or notices to the appropriate parties (including, without limitation, any applicable governmental agencies).

SECTION 3.02 Further Assurances. If, at any time after the Effective Time, the Company shall determine or be advised that any deeds, bills of sale, assignments, agreements, documents or assurances or any other acts or things are necessary, desirable or proper, consistent with the terms of this Plan, (a) to vest, perfect or confirm, of record or otherwise, in the Company its right, title or interest in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties or assets of the Partnership, or (b) to otherwise carry out the purposes of this Plan, the Company and its proper officers and directors (or their designees) are hereby authorized to solicit in the name of the Company or the Partnership any third party consents or other documents required to be delivered by any third party, to execute and deliver, in the name and on behalf of the Company or the Partnership, all such deeds, bills of sale, assignments, agreements, documents and assurances and do, in the name and on behalf of the Company or the Partnership, all such other acts and things necessary, desirable or proper to vest, perfect or confirm its right, title or interest in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties or assets of the Company or the Partnership and otherwise to carry out the purposes of this Plan.

SECTION 3.03 Implementation and Interpretation; Termination and Amendment. This Plan shall be implemented and interpreted, prior to the Effective Time, by the General Partner and, following the Effective Time, by the Board, (a) each of which shall have full power and authority to delegate and assign any matters covered hereunder to any other party(ies), including, without limitation, any directors of the general partner of the Partnership or any directors or officers of the Company, as the case may be, and (b) the interpretations and decisions of which shall be final, binding, and conclusive on all parties. The General Partner at any time prior to the Effective Time may terminate, amend or modify this Plan. Upon such termination of this Plan, if the Certificate of Conversion and the Certificate of Formation have been filed with the Registrar of Corporations of the Republic of the Marshall Islands, but have not become effective, any person or entity that was authorized to execute, deliver and file such certificates may execute, deliver and file a Certificate of Termination (or equivalent document or certificate) of such certificates.

SECTION 3.04 Third Party Beneficiaries. This Plan shall not confer any rights or remedies upon any person or entity other than as expressly provided herein.

SECTION 3.05 Severability. Whenever possible, each provision of this Plan will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Plan is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Plan.

SECTION 3.06 Governing Law. This Plan shall be governed by and construed in accordance with the laws of the Republic of the Marshall Islands, without regard to the conflicts of laws rules.

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IN WITNESS WHEREOF, the Partnership has caused this Plan to be executed by its duly authorized representative as of the date first stated above.

Exhibit A

Certificate of Conversion

CERTIFICATE OF CONVERSION OF

TEEKAY LNG PARTNERS L.P. TO

SEAPEAK LLC

UNDER SECTION 78 OF THE LIMITED LIABILITY COMPANY ACT

AND SECTION 27 OF THE LIMITED PARTNERSHIP ACT

The undersigned, Teekay GP L.L.C., general partner and authorized person of Teekay LNG Partners L.P., a Marshall Islands limited partnership, on behalf of Teekay LNG Partners L.P., for the purpose of converting Teekay LNG Partners L.P. into a limited liability company hereby certifies that:

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IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion on this ____ day of _________________, 20____.

Exhibit B

Certificate of Formation

CERTIFICATE OF FORMATION OF

SEAPEAK LLC

UNDER SECTION 9 OF THE LIMITED LIABILITY COMPANY ACT

The undersigned, Mark Kremin, authorized person, President and Chief Executive Officer of Seapeak LLC, for the purpose of forming a Marshall Islands limited liability company, hereby certifies:

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IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this                 day of                 , 20                .

Exhibit C

LLC Agreement

LIMITED LIABILITY COMPANY

AGREEMENT

OF

SEAPEAK LLC

TABLE OF CONTENTS

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LIMITED LIABILITY COMPANY AGREEMENT OF SEAPEAK LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT OF SEAPEAK LLC dated as of February 25, 2022 (the “Effective Date”), is entered into by Seapeak LLC, a Marshall Islands limited liability company (the “Company”), and Stonepeak Limestone Holdings LP, a Cayman Islands limited partnership (including any successors, “Stonepeak”), together with any other Persons who are or become Members in the Company or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

ARTICLE IIDefinitions.

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries’ controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreed Value” of any Contributed Property or distributed property means the fair market value of such property or other consideration at the time of contribution or distribution as determined by the Board of Directors. The Board of Directors shall use such method as it determines to be appropriate to allocate the aggregate Agreed Value of Contributed Properties contributed to or distributed by the Company in a single or integrated transaction among each separate property on a basis proportional to the fair market value of each Contributed Property or distributed property.

“Agreement” means this Limited Liability Company Agreement of Seapeak LLC, as it may be amended, supplemented or restated from time to time.

“arrears” means, with respect to Preferred Unit Distributions for a particular series of Preferred Units for any applicable Preferred Unit Distribution Period, that the full cumulative Preferred Unit Distributions for such series to and including the last day of the most recently completed Preferred Unit Distribution Period of such series through the most recent Preferred Unit Distribution Payment Date for such series have not been paid on all Outstanding Preferred Units of such series.

“Associate” means, when used to indicate a relationship with any Person, (a) any corporation or organization of which such Person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest; (b) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same principal residence as such Person.

“Available Cash” means, with respect to any Quarter ending prior to the Liquidation Date:

1. the sum of (i) all cash and cash equivalents of the Company Group (or the Company’s proportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly owned) on hand at the end of such Quarter, and (ii) all additional cash and cash equivalents of the Company Group (or the Company’s proportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly owned) on hand on the date of determination of Available Cash with respect to such Quarter resulting from Working Capital Borrowings made subsequent to the end of such Quarter, less

2. the amount of any cash reserves (or the Company’s proportionate share of cash reserves in the case of Subsidiaries that are not wholly owned) established by the Board of Directors to (i) provide for the proper conduct of the business of the Company Group (including reserves for future capital expenditures and for anticipated future credit needs of the Company Group) subsequent to such Quarter, (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which any Group Member is a party or by which it is bound or its assets are subject, or (iii) provide funds for Preferred Unit Payments; provided, however, that disbursements made by a Group Member or cash reserves established, increased or reduced after the end of such Quarter but on or before the date of determination of Available Cash with respect to such Quarter shall be deemed to have been made, established, increased or reduced, for purposes of determining Available Cash, within such Quarter if the Board of Directors so determines.

“Board of Directors” means the board of directors of the Company, composed of directors appointed in accordance with the provisions of Article VII, which, pursuant to Section 7.1, and subject to Section 7.10, oversees and directs the operations, management and policies of the Company.

“Business Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of New York shall not be regarded as a Business Day.

“Calculation Agent” means a calculation agent appointed by the Board of Directors prior to the commencement of the Series B Floating Rate Period. If the Board of Directors is unable to obtain a third-party to serve as calculation agent, the calculation agent may be Stonepeak or an Affiliate of Stonepeak.

“Capital Contribution” means any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Member contributes to the Company.

“Cause” means a court of competent jurisdiction has entered a final, non-appealable judgment finding a member of the Board of Directors or an Officer, as the case may be, liable for actual fraud, gross negligence or willful or wanton misconduct in its capacity as a member of the Board of Directors or as an Officer, as the case may be.

“Certificate” means a certificate (i) substantially in the form of Exhibit A with respect to Common Units, Exhibit B with respect to Series A Preferred Units or Exhibit C with respect to Series B Preferred Units, to this Agreement, (ii) issued in global or book entry form in accordance with the rules and regulations of the Depository or (iii) in such other form as may be adopted by the Board of Directors, issued by the Company evidencing ownership of one or more Common Units or Preferred Units, or a certificate, in such form as may be adopted by the Board of Directors, issued by the Company evidencing ownership of one or more other Company Securities.

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“Certificate of Conversion” means the Certificate of Conversion of the Company filed with the Registrar of Corporations of the Marshall Islands as referenced in Section 2.1.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Registrar of Corporations of the Marshall Islands as referenced in Section 2.1 as such Certificate of Formation may be amended, supplemented or restated from time to time.

“Certificate of Limited Partnership” means the Certificate of Limited Partnership of the Company (existing as a limited partnership) filed with the Registrar of Corporations of the Marshall Islands as referenced in Section 2.1.

“Code” means the United States Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.

“Commission” means the United States Securities and Exchange Commission.

“Common Unit” means a Company Security having the rights and obligations specified with respect to Common Units in this Agreement.

“Company” has the meaning assigned to such term in the preamble

“Company Group” means the Company and its Subsidiaries treated as a single consolidated entity.

“Company Security” means any class or series of equity interest in the Company (but excluding any options, rights, warrants and appreciation rights relating to an equity interest in the Company), including Common Units and Preferred Units.

“Conflicts Committee” means a committee of the Board of Directors composed entirely of one or more directors who are not (a) security holders, officers or employees of Stonepeak, (b) officers, directors or employees of any Affiliate of Stonepeak (other than a director of the Company or any Subsidiary of the Company) or (c) holders of any ownership interest in the Company Group other than Common or Preferred Units and who also meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the National Securities Exchange on which the Common and/or Preferred Units are listed.

“Contributed Property” means each property or other asset, in such form as may be permitted by the Marshall Islands Act, but excluding cash, contributed to the Company.

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“Contribution Agreement” means that certain Contribution, Conveyance and Assumption Agreement, dated as of May 6, 2005, among Teekay GP L.L.C., the Company (existing as a limited partnership), the Operating Company, Teekay Corporation and the other parties named therein, together with the additional conveyance documents and instruments contemplated or referenced thereunder.

“Conversion” has the meaning assigned to such term in Section 2.1.

“Depository” means, with respect to any Company Securities issued in global form, The Depository Trust Company and its successors and permitted assigns.

“Effective Date” has the meaning assigned to such term in the preamble.

“Group” means a Person that with or through any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent given to such Person in response to a proxy or consent solicitation made to 10 or more Persons) or disposing of any Company Securities with any other Person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, Company Securities.

“Group Member” means a member of the Company Group.

“Group Member Agreement” means the partnership agreement of any Group Member that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, other than the Company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, in each case as such may be amended, supplemented or restated from time to time.

“Holder” as used in Section 7.19, has the meaning assigned to such term in Section 7.19(a).

“Indemnified Persons” has the meaning assigned to such term in Section 7.19(c).

“Indemnitee” means (a) the members of the Board of Directors, (b) the Officers, (c) Stonepeak or any Person who is or was an Affiliate of Stonepeak, (d) any Person who is or was serving at the request of the Company or any Affiliate of the Company as an officer, director, member, partner, fiduciary or trustee of the Company or another Person, provided that that Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (e) any Person the Board of Directors designates as an “Indemnitee” for purposes of this Agreement and (f) any Person who was an Indemnitee under the Prior Agreement.

“Initial Offering” means the initial offering and sale of Common Units to the public, as described in the Registration Statement.

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“Junior Securities” has the meaning assigned to such term in Section 16.7.

“Liquidation Date” means the date on which an event giving rise to the dissolution of the Company occurs.

“Liquidator” means one or more Persons selected by the Board of Directors to perform the functions described in Section 12.4.

“London Business Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

“LP Act” means the Limited Partnership Act of the Republic of the Marshall Islands, as amended, supplemented or restated from time to time, and any successor to such statute.

“Management Incentive Plan” means the Stonepeak Limestone Holdings Management Incentive Unit Plan and/or any other management equity plan and related agreements that may be adopted by Stonepeak from time to time in each case as it may be amended, restated, supplemented or otherwise modified from time to time.

“Marshall Islands Act” means the Limited Liability Company Act of 1996 of the Republic of the Marshall Islands, as amended, supplemented or restated from time to time, and any successor to such statute.

“Member” means, unless the context otherwise requires, each Person that becomes a Member of the Company pursuant to the terms of this Agreement, in such Person’s capacity as a Member of the Company. Members may include custodians, nominees or any other individual or entity in its own or any representative capacity.

“Membership Interest” means the ownership interest of a Member in the Company, which may be evidenced by Common Units, Preferred Units or other Membership Interests or a combination thereof or interest therein, and includes any and all benefits to which such Member is entitled as provided in this Agreement, together with all obligations of such Member to comply with the terms and provisions of this Agreement.

“Merger Agreement” has the meaning assigned to such term in Section 14.1.

“National Securities Exchange” means an exchange registered with the Commission under Section 6(a) of the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time, and any successor to such statute.

“Net Agreed Value” means, (a) in the case of any Contributed Property, the Agreed Value of such property reduced by any liabilities either assumed by the Company upon such contribution or to which such property is subject when contributed, and (b) in the case of any property distributed to a Member by the Company, the Company’s Agreed Value of such property at the time such property is distributed, reduced by any indebtedness either assumed by such Member upon such distribution or to which such property is subject at the time of distribution.

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“Officers” has the meaning assigned to such term in Section 7.7(a).

“Omnibus Agreement” means that Amended and Restated Omnibus Agreement, dated as of December 19, 2006, among Teekay Corporation, Teekay GP L.L.C., the Company (in existence then as a limited partnership), the Operating Company, Altera Infrastructure GP L.L.C. (formerly known as Teekay Offshore GP L.L.C.), Altera Infrastructure L.P. (formerly known as Teekay Offshore Partners L.P.), and Altera Infrastructure Operating L.P. (formerly known as Teekay Offshore Operating L.P.).

“Operating Company” means Seapeak Maritime Operating L.L.C., a Marshall Islands limited liability company, and any successors thereto.

“Operating Company Agreement” means the Fifth Amended and Restated Limited Liability Company Agreement of the Operating Company, as it may be amended, supplemented or restated from time to time.

“Opinion of Counsel” means a written opinion of counsel (who may be regular counsel to the Company or Stonepeak or any of their Affiliates) acceptable to the Board of Directors.

“Organizational Limited Partner” means Teekay Corporation in its capacity as the organizational limited partner of the Company (existing as a limited partnership) pursuant to the Prior Agreement.

“Outstanding” means, with respect to Membership Interests, all Membership Interests that are issued by the Company and reflected as outstanding on the Company’s books and records as of the date of determination; provided, however, that if at any time any Person or Group (other than Stonepeak or its Affiliates) beneficially owns 20% or more of any Outstanding Membership Interests of any class or series then Outstanding, all Membership Interests owned by such Person or Group shall not be voted on any matter and shall not be considered to be Outstanding when sending notices of a meeting of Members to vote on any matter (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under this Agreement; provided, further, that the foregoing limitation shall not apply (i) to any Person or Group who acquired 20% or more of any Outstanding Company Securities of any class or series then Outstanding directly from Stonepeak or its Affiliates, (ii) to any Person or Group who acquired 20% or more of any Outstanding Company Securities of any class or series then Outstanding directly or indirectly from a Person or Group described in clause (i) provided that Stonepeak shall have notified such Person or Group in writing that such limitation shall not apply, (iii) to any Person or Group who acquired 20% or more of any Membership Interests issued by the Company with the prior approval of the Board of Directors or (iv) with respect to any voting rights thereof, Preferred Units.

“Parity Securities” has the meaning assigned to such term in Section 16.7(b).

“Paying Agent” means Computershare, acting in its capacity as paying agent for the particular series of Preferred Units, and its respective successors and assigns or any other payment agent appointed by the Board of Directors; provided, however, that if no paying agent is specifically designated for the particular series of Preferred Units, the Company shall act in such capacity.

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“Percentage Interest” means as of any date of determination as to any Unitholder holding Units (other than Preferred Units), the quotient obtained by dividing (a) the number of Units (other than Preferred Units) held by such Unitholder, as the case may be, by (b) the total number all Outstanding Units (other than Preferred Units). The Percentage Interest with respect to a Preferred Unit shall at all times be zero.

“Person” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, governmental agency or political subdivision thereof or other entity.

“Preferred Unit Distribution Payment Date” means the Series A Distribution Payment Date or Series B Distribution Payment Date, as applicable.

“Preferred Unit Distribution Period” means the Series A Distribution Period and/or the Series B Distribution Period, as applicable.

“Preferred Unit Distributions” means Series A Distributions and/or Series B Distributions, as applicable.

“Preferred Unit Holders” means Series A Holders and/or Series B Holders, as applicable.

“Preferred Unit Liquidation Preference” means the Series A Liquidation Preference or the Series B Liquidation Preference, as applicable.

“Preferred Unit Payments” means Series A Payments and/or Series B Payments, as applicable.

“Preferred Units” means a Company Security, designated as a “Preferred Unit,” which entitles the holder thereof to a preference with respect to distributions over Common Units, including the Series A Preferred Units and the Series B Preferred Units.

“Prior Agreement” means the Fifth Amended and Restated Agreement of Limited Partnership of the Company (existing as a limited partnership) dated as of May 11, 2020.

“Pro Rata” means (a) when modifying Units (other than Preferred Units) or any class or series thereof, apportioned equally among all designated Units (other than Preferred Units) in accordance with their relative Percentage Interests, (b) when modifying Members or Record Holders, apportioned among all Members or Record Holders in accordance with their relative Percentage Interests and (c) when modifying holders of Preferred Units (or a particular series thereof), apportioned equally among all holders of Preferred Units (or such series thereof) in accordance with the relative number or percentage of Preferred Units (or such series thereof), as applicable, held by such holder.

“Quarter” means, unless the context requires otherwise, a fiscal quarter of the Company.

“Record Date” means the date established by the Board of Directors for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Members or entitled to vote by ballot or give approval of Company action in writing without a meeting or entitled to exercise rights in respect of any lawful action of Members or (b) the identity of Record Holders entitled to receive any report or distribution or to participate in any offer.

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“Record Holder” means (a) the Person in whose name a Common Unit is registered on the books of the Transfer Agent as of the opening of business on a particular Business Day, (b) the Person in whose name a Preferred Unit is registered on the books of the Transfer Agent as of, unless otherwise set forth in Article XVI, the opening of business on a particular Business Day, or (c) with respect to other Company Securities, the Person in whose name any such other Company Security is registered on the books that the Company has caused to be kept as of the opening of business on such Business Day.

“Registrar” means the Registrar of Corporations as defined in Section 4 of the Marshall Islands Business Corporations Act.

“Registration Statement” means the Registration Statement on Form F-1 (Registration No. 333-120727) as it has been amended or supplemented from time to time, filed by the Company with the Commission under the Securities Act to register the offering and sale of the Common Units in the Initial Offering.

“Reuters Page LIBOR01” means the display so designated on the Reuters 3000 Xtra (or such other page as may succeed or replace the LIBOR01 page on that service).

“Securities Act” means the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such statute.

“Senior Securities” has the meaning assigned to such term in Section 16.7(c).

“Series A Distribution Payment Date” means each January 15, April 15, July 15 and October 15, commencing January 15, 2017; provided, however, that if any Series A Distribution Payment Date would otherwise occur on a day that is not a Business Day, such Series A Distribution Payment Date shall instead be on the immediately succeeding Business Day.

“Series A Distribution Period” means (i) the period commencing on (and including) the Series A Original Issue Date and ending on (and including) December 31, 2016, and (ii) any subsequent three-month period commencing on (and including) any January 1, April 1, July 1 or October 1 and ending on (and including) the last day in March, June, September and December, respectively.

“Series A Distribution Rate” means a rate equal to 9.00% per annum of the Stated Series A Liquidation Preference per Series A Preferred Unit.

“Series A Distribution Record Date” has the meaning assigned to such term in Section 16.3(b).

“Series A Distributions” means distributions with respect to Series A Preferred Units pursuant to Section 16.3.

“Series A Holder” means a Record Holder of the Series A Preferred Units.

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“Series A Liquidation Preference” means an amount for each Series A Preferred Unit initially equal to $25.00 per share, which amount shall be subject to increase by the per Series A Preferred Unit amount of any accumulated and unpaid distributions (whether or not such distributions shall have been declared).

“Series A Original Issue Date” means October 5, 2016.

“Series A Payments” means, collectively, Series A Distributions and Series A Redemption Payments.

“Series A Preferred Unit” means a Preferred Unit having the designations, preferences, rights, powers and duties set forth in Article XVI.

“Series A Redemption Date” has the meaning assigned to such term in Section 16.6.

“Series A Redemption Notice” has the meaning assigned to such term in Section 16.6(c).

“Series A Redemption Payments” means payments to be made to the holders of Series A Preferred Units to redeem Series A Preferred Units in accordance with Section 16.6.

“Series A Redemption Price” has the meaning assigned to such term in Section 16.6(a).

“Series B Distribution Payment Date” means each January 15, April 15, July 15 and October 15, commencing January 15, 2018; provided, however, that if any Series B Distribution Payment Date during the Series B Fixed Rate Period would otherwise occur on a day that is not a Business Day, such Series B Distribution Payment Date shall instead be on the immediately succeeding Business Day.

“Series B Distribution Period” means (i) the period commencing on (and including) the Series B Original Issue Date and ending on (and including) December 31, 2017, and (ii) any subsequent three-month period commencing on (and including) any January 1, April 1, July 1 or October 1 and ending on (and including) the last day in March, June, September and December, respectively.

“Series B Distribution Rate” means a rate equal to (a) during the Series B Fixed Rate Period, 8.50% per annum of the Stated Series B Liquidation Preference per Series B Preferred Unit and (b) during the Series B Floating Rate Period, a percentage per annum of the Series B Stated Liquidation Preference per Series B Preferred Unit equal to the sum of (i) Series B Three-Month LIBOR, as calculated on each applicable Series B LIBOR Determination Date, and (ii) 6.241%.

“Series B Distribution Record Date” has the meaning assigned to such term in Section 16.3(b).

“Series B Distributions” means distributions with respect to Series B Preferred Units pursuant to Section 16.3.

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“Series B Fixed Rate Period” means the period from and including the Series B Original Issue Date to, but not including, October 15, 2027.

“Series B Floating Rate Period” means the period from and including October 15, 2027 to, but not including, the date that all of the Series B Preferred Units are redeemed in full in accordance with Section 16.6 below.

“Series B Holder” means a Record Holder of the Series B Preferred Units.

“Series B LIBOR Determination Date” means the London Business Day immediately preceding the first date of the applicable Series B Distribution Period during the Series B Floating Rate Period (or for the period from and including October 15, 2027 and ending on and including December 31, 2027, the London Business Day immediately preceding October 15, 2027).

“Series B Liquidation Preference” means an amount for each Series B Preferred Unit initially equal to $25.00 per share, which amount shall be subject to increase by the per Series B Preferred Unit amount of any accumulated and unpaid distributions (whether or not such distributions shall have been declared).

“Series B Original Issue Date” means October 23, 2017.

“Series B Payments” means, collectively, Series B Distributions and Series B Redemption Payments.

“Series B Preferred Unit” means a Preferred Unit having the designations, preferences, rights, powers and duties set forth in Article XVI.

“Series B Redemption Date” has the meaning assigned to such term in Section 16.6.

“Series B Redemption Notice” has the meaning assigned to such term in Section 16.6(c).

“Series B Redemption Payments” means payments to be made to the holders of Series B Preferred Units to redeem Series B Preferred Units in accordance with Section 16.6.

“Series B Redemption Price” has the meaning assigned to such term in Section 16.6(a).

“Series B Three-Month LIBOR” means, in respect of each Series B Distribution Period during the Series B Floating Rate Period (or, for the period from and including October 15, 2027 and ending on and including December 31, 2027), the following rate determined by the Calculation Agent, as of the applicable Series B LIBOR Determination Date in accordance with the following provisions:

1. the rate (expressed as a percentage per year) for deposits in U.S. dollars for a three-month period commencing on the first day of such period that appears on Reuters Page LIBOR01 as of 11:00 a.m. (London time) on the applicable Series B LIBOR Determination Date; or

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2. If the Calculation Agent determines that three-month LIBOR (as contemplated by the immediately preceding clause (a)) has been discontinued, then it will determine whether to use a substitute or successor base rate that it has determined in its sole discretion is most comparable to three-month LIBOR, provided that if the Calculation Agent determines there is an industry accepted successor base rate, the Calculation Agent shall use such successor base rate. If the Calculation Agent has determined a substitute or successor base rate in accordance with the foregoing, the Calculation Agent in its sole discretion may also implement changes to the business day convention, the definition of business day, the Series B LIBOR Determination Date and any method for obtaining the substitute or successor base rate if such rate is unavailable on the relevant business day, in a manner that is consistent with industry accepted practices for such substitute or successor base rate. Unless the Calculation Agent determines to use a substitute or successor base rate as so provided, the following will apply: if the rate described in the immediately preceding clause (a) is not so published, the Calculation Agent shall select four major banks in the London interbank market and request that the principal London offices of those four selected banks provide their offered quotations for deposits in U.S. dollars for a period of three months, commencing on the first day of the applicable period, to prime banks in the London interbank market at approximately 11:00 a.m. (London time) on the Series B LIBOR Determination Date for such period. Offered quotations must be based on a principal amount equal to an amount that, in the Calculation Agent’s judgment, is representative of a single transaction in U.S. dollars in the London interbank market at the time. If two or more quotations are provided, Series B Three-Month LIBOR for such period will be the arithmetic mean of the quotations. If fewer than two quotations are provided, Series B Three-Month LIBOR for such period will be the arithmetic mean of the rates quoted on the Series B LIBOR Determination Date for such period by three major banks in New York City selected by the Calculation Agent, for loans in U.S. dollars to leading European banks for a three-month period commencing on the first day of such period. The rates quoted must be based on an amount that, in the Calculation Agent’s judgment, is representative of a single transaction in U.S. dollars in that market at the time. If fewer than three New York City banks selected by the Calculation Agent are quoting rates in the manner described above, Series B Three-Month LIBOR for the applicable period will be the same as for the immediately preceding period or, if the immediately preceding period was within the Series B Fixed Rate Period, the same as for the most recent quarter for which Series B Three-Month LIBOR can be determined.

All percentages resulting from any of the calculations described in the immediately preceding clauses (a) and (b) will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with five one-millionths of a percentage point rounded upwards) and all dollar amounts used in or resulting from such calculations will be rounded, if necessary, to the nearest cent (with one-half cent being rounded upwards).

“Special Approval” means approval by a majority of the members of the Conflicts Committee.

“Stated Preferred Unit Liquidation Preference” means the Stated Series A Liquidation Preference or the Stated Series B Liquidation Preference, as applicable.

“Stated Series A Liquidation Preference” means an amount equal to $25.00 per Series A Preferred Unit.

“Stated Series B Liquidation Preference” means an amount equal to $25.00 per Series B Preferred Unit.

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“Stonepeak” has the meaning assigned to such term in the preamble.

“Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries (as defined, but excluding subsection (d) of the definition) of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary (as defined, but excluding subsection (d) of the definition) of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries (as defined, but excluding subsection (d) of the definition) of such Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person, or (d) any other Person in which such Person, one or more Subsidiaries (as defined, but excluding subsection (d) of the definition) of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) less than a majority ownership interest or (ii) less than the power to elect or direct the election of a majority of the directors or other governing body of such Person, provided that (A) such Person, one or more Subsidiaries (as defined, but excluding subsection (d) of the definition) of such Person, or a combination thereof, directly or indirectly, at the date of the determination, has at least a 20% ownership interest in such other Person, (B) such Person accounts for such other Person (under U.S. GAAP, as in effect on the later of the date of investment in such other Person or material expansion of the operations of such other Person) on a consolidated or equity accounting basis, (C) such Person has directly or indirectly material negative control rights regarding such other Person including over such other Person’s ability to materially expand its operations beyond that contemplated at the date of investment in such other Person, and (D) such other Person is (i) formed and maintained for the sole purpose of owning or leasing, operating and chartering no more than 10 vessels for a period of no more than 40 years, and (ii) obligated under its constituent documents, or as a result of a unanimous agreement of its owners, to distribute to its owners all of its income on at least an annual basis (less any cash reserves that are approved by such Person).

“Surviving Business Entity” has the meaning assigned to such term in Section 14.2(b).

“Transfer” has the meaning assigned to such term in Section 4.4(a).

“Transfer Agent” means such bank, trust company or other Person (including Stonepeak or one or more of its Affiliates) as shall be appointed from time to time by the Company to act as registrar and transfer agent for the Common Units and the Preferred Units; provided, that if no transfer agent is specifically designated for any other Company Securities, the Company shall act in such capacity. For the avoidance of doubt, the Company shall act as the initial Transfer Agent for the Common Units, and a separate Transfer Agent may be appointed for the Preferred Units.

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“Underwriter” means each Person named as an underwriter in Schedule I to the Underwriting Agreement who purchases Common Units pursuant thereto.

“Underwriting Agreement” means the Underwriting Agreement dated May 4, 2005 among the Underwriters, the Company (existing as a limited partnership), Teekay GP L.L.C., the Operating Company, and Teekay Corporation, providing for the purchase of Common Units by such Underwriters.

“Unit” means a Company Security that is designated as a “Unit” and shall include Common Units and Preferred Units.

“Unitholders” means the holders of Units.

“Unit Majority” means a majority of the Outstanding Common Units, voting as a class.

“U.S. GAAP” means United States generally accepted accounting principles consistently applied.

“Working Capital Borrowings” means borrowings used solely for working capital purposes or to pay distributions to Members made pursuant to a credit facility or other arrangement to the extent such borrowings are required to be reduced to a relatively small amount each year for an economically meaningful period of time.

ARTICLE III Construction.

Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; and (c) the term “include” or “includes” means includes, without limitation, and “including” means including, without limitation.

ARTICLE IV

ORGANIZATION

ARTICLE V Formation and Conversion.

Teekay GP L.L.C. and the Organizational Limited Partner previously formed the Company as a limited partnership with the name Teekay LNG Partners L.P. upon the filing of the Certificate of Limited Partnership with the Registrar pursuant to the provisions of the LP Act on November 3, 2004. Teekay GP L.L.C. subsequently filed a Certificate of Conversion and the Certificate of Formation with the Registrar to effect the conversion of the Company as a limited partnership to a limited liability company (the “Conversion”) pursuant to the provisions of the LP Act and the Marshall Islands Act and the Plan of Conversion dated February 25, 2022 set forth by the Company. This Agreement shall become effective on the Effective Date simultaneously with the effectiveness of the Conversion and replace the Prior Agreement in its entirety. Notwithstanding the foregoing, the termination of the Prior Agreement shall not relieve any party thereto from any liability arising in connection with any breach by such party of the

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Prior Agreement, arising prior to the time of Conversion. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Members and the administration, dissolution and termination of the Company shall be governed by the Marshall Islands Act. All Membership Interests shall constitute personal property of the owner thereof for all purposes and a Member has no interest in specific Company property.

ARTICLE VI Name.

The name of the Company shall be “Seapeak LLC” The Company’s business may be conducted under any other name or names as determined by the Board of Directors. The words “Limited Liability Company” or the letters “L.L.C.” or “LLC” or similar words or letters shall be included in the Company’s name where necessary for the purpose of complying with the laws of any jurisdiction that so requires. The Board of Directors may change the name of the Company at any time and from time to time and shall notify the Members of such change in the next regular communication to the Members.

ARTICLE VII Registered Address; Registered Agent; Principal Office; Other Offices

Unless and until changed by the Board of Directors, the registered address of the Company in the Marshall Islands shall be located at Trust Company Complex, Ajeltake Island, Ajeltake Road, Majuro, Marshall Islands MH 96960, and the registered agent for service of process on the Company in the Marshall Islands at such registered address shall be The Trust Company of the Marshall Islands, Inc. The principal office of the Company shall be located at 550 Burrard Street, Suite 2000, Vancouver, British Columbia, Canada, V6C 2K2 or such other place as the Board of Directors may from time to time designate by notice to the Members. The Company may maintain offices at such other place or places within or outside the Marshall Islands as the Board of Directors determines to be necessary or appropriate.

ARTICLE VIII Purpose and Business.

The purpose and nature of the business to be conducted by the Company shall be to (a) engage directly in, or enter into or form any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the Board of Directors and that lawfully may be conducted by a limited liability company formed pursuant to the Marshall Islands Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Company pursuant to the agreements relating to such business activity, and (b) do anything necessary or appropriate to the foregoing, including the making of capital contributions or loans to a Group Member. The Board of Directors shall have no duty or obligation to propose or approve, and may decline to propose or approve, the conduct by the Company of any business free of any fiduciary duty or obligation whatsoever to the Company or any Member and, in declining to so propose or approve, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Marshall Islands Act or any other law, rule or regulation.

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ARTICLE IX Powers.

The Company shall be empowered to do any and all acts and things necessary and appropriate for the furtherance and accomplishment of the purposes and business described in Section 2.4 and for the protection and benefit of the Company.

ARTICLE X Power of Attorney.

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Nothing contained in this Section 2.6(a) shall be construed as authorizing the Board of Directors to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement.

ARTICLE XI Term.

The term of the Company (i) then existing as a limited partnership, commenced upon the filing of the Certificate of Limited Partnership in accordance with the LP Act, (ii) has continued as a limited liability company upon the filing of the Certificate of Conversion and Certificate of Formation in accordance with the Marshall Islands Act, and (iii) shall continue in existence until the dissolution of the Company in accordance with the provisions of Article XII. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation as provided in the Marshall Islands Act.

ARTICLE XII Title to Company Assets.

Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member, individually or collectively, shall have any ownership interest in such Company assets or any portion thereof. Title to any or all of the Company assets may be held in the name of the Company, one or more of its Affiliates or one or more nominees, as the Board of Directors may determine. All Company assets shall be recorded as the property of the Company in its books and records, irrespective of the name in which record title to such Company assets is held.

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ARTICLE XIII

RIGHTS OF MEMBERS

ARTICLE XIV Limitation of Liability.

The Members shall have no liability under this Agreement except as expressly provided in this Agreement or the Marshall Islands Act.

ARTICLE XV Management of Business.

No Member, in its capacity as such, shall participate in the operation, management or control (within the meaning of the Marshall Islands Act) of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company.

ARTICLE XVI Outside Activities of the Members.

Subject to the provisions of Section 7.12 and the Omnibus Agreement, which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shall also be Members, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company Group. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any business ventures of any Member.

ARTICLE XVII Rights of Members.

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ARTICLE XVIII

CERTIFICATES; RECORD HOLDERS; TRANSFER OF MEMBERSHIP INTERESTS;REDEMPTION OF MEMBERSHIP INTERESTS

ARTICLE XIX Certificates.

Upon the Company’s issuance of Common Units or Preferred Units to any Person and subject to Section 16.2(b) with respect to any series of Preferred Units described therein, the Company shall issue, upon the request of such Person, one or more Certificates in the name of such Person evidencing the number of such Units being so issued. In addition, upon the request of any Person owning any Company Securities other than Common Units or Preferred Units, the Company shall issue to such Person one or more certificates evidencing such Company Securities other than Common Units or Preferred Units. Certificates shall be executed on behalf of the Company by the Chair of the Board of Directors, President or any Executive Vice President or Vice President and the Chief Financial Officer or the Secretary or any Assistant Secretary of the Company. No Common Unit Certificate or Preferred Unit Certificate shall be valid for any purpose until it has been countersigned by the Transfer Agent; provided, however, that if the Board of Directors elects to issue Common Units or Preferred Units in global form, the Common Unit Certificates or the Preferred Unit Certificates shall be valid upon receipt of a certificate from the Transfer Agent certifying that the Common Units or Preferred Units have been duly registered in accordance with the directions of the Company.

ARTICLE XX Mutilated, Destroyed, Lost or Stolen Certificates.

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If a Member fails to notify the Company within a reasonable period of time after he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Membership Interests represented by the Certificate is registered before the Company or the Transfer Agent receives such notification, the Member shall be precluded from making any claim against the Company or the Transfer Agent for such transfer or for a new Certificate.

ARTICLE XXI Record Holders.

The Company shall be entitled to recognize the applicable Record Holder as the Member with respect to any Membership Interest and, accordingly, shall not be bound to recognize any equitable or other claim to, or interest in, such Membership Interest on the part of any other Person, regardless of whether the Company shall have actual or other notice thereof, except as otherwise provided by law or any applicable rule, regulation, guideline or requirement of any National Securities Exchange on which such Membership Interests are listed. Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring and/or holding Membership Interests, as between the Company on the one hand, and such other Persons on the other hand, such representative shall be the Record Holder of such Membership Interest.

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ARTICLE XXII Transfer Generally.

ARTICLE XXIII Registration and Transfer of Membership Interests.

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ARTICLE XXIV [Reserved].

ARTICLE XXV [Reserved].

ARTICLE XXVI Restrictions on Transfers.

ARTICLE XXVII

CAPITAL CONTRIBUTIONS AND ISSUANCE OF MEMBERSHIP INTERESTS

ARTICLE XXVIII [Reserved].

ARTICLE XXIX [Reserved].

ARTICLE XXX [Reserved].

ARTICLE XXXI Interest and Withdrawal.

No interest shall be paid by the Company on Capital Contributions. No Member shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon termination of the Company may be considered and permitted as such by law and then only to the extent provided for in this Agreement. Except to the extent expressly provided in this Agreement, no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions.

ARTICLE XXXII [Reserved].

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ARTICLE XXXIII Issuances of Additional Company Securities.

ARTICLE XXXIV Limitations on Issuance of Additional Company Securities.

The Company may issue an unlimited number of Company Securities (or options, warrants or appreciation rights related thereto) pursuant to Section 5.6 without the approval of the Members; provided, however, that no fractional units shall be issued by the Company.

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ARTICLE XXXV No Preemptive Right.

No Person shall have any preemptive, preferential or other similar right with respect to the issuance of any Company Security, whether unissued, held in the treasury or hereafter created; provided that nothing herein shall limit the Company from granting preemptive, preferential or other similar rights by contract.

ARTICLE XXXVI Splits and Combinations.

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ARTICLE XXXVII Fully Paid and Non-Assessable Nature of Membership Interests.

All Membership Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Membership Interests in the Company, except as such non-assessability may be affected by Sections 20, 31, 40 and 49 of the Marshall Islands Act.

ARTICLE XXXVIII

DISTRIBUTIONS

ARTICLE XXXIX Allocations.

The profits and losses of the Company shall be allocated among the Members by the Company in such manner as the Board of Directors determines in good faith most accurately reflects the rights of the Members as set forth elsewhere in this Agreement.

ARTICLE XL [Reserved].

ARTICLE XLI Distributions to Record Holders.

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ARTICLE XLII

MANAGEMENT AND OPERATION OF BUSINESS

ARTICLE XLIII Management.

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ARTICLE XLIV The Board of Directors; Appointment; Term; Manner of Acting.

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ARTICLE XLV Removal of Members of Board of Directors.

Subject to Section 16.5, members of the Board of Directors may be removed at any time, with or without Cause, only by the holders of a Unit Majority.

ARTICLE XLVI Resignations of Members of the Board of Directors.

Any member of the Board of Directors may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect at the time specified therein.

ARTICLE XLVII Vacancies on the Board of Directors.

Subject to Section 16.5, if a member of the Board of Directors is removed, resigns or is otherwise unable to serve as a member of the Board of Directors, the holders of a Unit Majority shall appoint an individual to fill the vacancy.

ARTICLE XLVIII Meetings; Committees; Chair.

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ARTICLE XLIX Officers.

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ARTICLE L Compensation of Directors.

The members of the Board of Directors shall receive such compensation for their services as members of the Board of Directors or members of a committee of the Board of Directors shall determine. In addition, the Board of Directors or any committee appointed by the Board of Directors may, from time to time, authorize the reimbursement by the Company of such expenses (including travel expenses) as may be incurred by Directors in the performance of their duties hereunder (including attendance at meetings of the Board of Directors).

ARTICLE LI Certificates of Conversion and Formation.

Teekay GP L.L.C. has caused the Certificate of Conversion and the Certificate of Formation to be filed with the Registrar of Corporations of the Marshall Islands as required by the Marshall Islands Act. The Board of Directors shall use all reasonable efforts to cause to be filed such other certificates or documents that the Board of Directors determines to be necessary or appropriate for the conversion from a limited partnership, and the continuation, qualification and operation of a limited liability company in the Marshall Islands or any other jurisdiction in which the Company may elect to do business or own property. To the extent the Board of Directors determines such action to be necessary or appropriate, the Board of Directors shall file amendments to and restatements of the Certificate of Formation and do all things to maintain the Company as a limited liability company under the laws of the Marshall Islands or of any other jurisdiction in which the Company may elect to do business or own property. Subject to the terms of Section 3.4(a), the Company shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Conversion or the Certificate of Formation, any qualification document or any amendment thereto to any Member.

ARTICLE LII Restrictions on the Board of Directors.

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ARTICLE LIII Implementation of Employee Benefit Plans.

The Board of Directors, without the approval of the Members (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Company employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Company Securities or options to purchase rights, warrants or appreciation rights relating to Company Securities), or cause the Company to issue Company Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Company or any of its Affiliates, in each case for the benefit of employees and directors of the Company, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Company Group.

ARTICLE LIV Outside Activities.

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ARTICLE LV Loans or Contributions from the Company or Group Members.

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ARTICLE LVI Indemnification.

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ARTICLE LVII Liability of Indemnitees.

ARTICLE LVIII Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties.

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ARTICLE LIX Other Matters Concerning the Board of Directors.

ARTICLE LX Purchase or Sale of Company Securities.

Subject to Section 16.6(g), the Board of Directors may cause the Company to purchase or otherwise acquire Company Securities. As long as Company Securities are held by any Group Member, such Company Securities shall not be considered Outstanding for any purpose, except as otherwise provided herein. Stonepeak or any Affiliate of Stonepeak may also purchase or otherwise acquire and sell or otherwise dispose of Company Securities for its own account, subject to the provisions of Articles IV and X and Section 16.6(g).

ARTICLE LXI Registration Rights of Stonepeak and its Affiliates.

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ARTICLE LXII Reliance by Third Parties.

Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Board of Directors and any Officer authorized by the Board of Directors to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Board of Directors or any such Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Board of Directors or any such Officer in connection with any such dealing. In no event shall any Person dealing with the Board of Directors or any such Officer or other Company representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Board of Directors, any such Officer or other Company representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Board of Directors, any Officer or its

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representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

ARTICLE LXIII

BOOKS, RECORDS, ACCOUNTING AND REPORTS

ARTICLE LXIV Records and Accounting.

The Company shall keep or cause to be kept at the principal office of the Company appropriate books and records with respect to the Company’s business, including all books and records necessary to provide to the Members any information required to be provided pursuant to Section 3.4(a). Any books and records maintained by or on behalf of the Company in the regular course of its business, including the record of the Record Holders of Units or other Company Securities, books of account and records of Company proceedings, may be kept on, or be in the form of, computer disks, hard drives, punch cards, magnetic tape, photographs, micrographics or any other information storage device; provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Company shall be maintained, for financial reporting purposes, on an accrual basis in accordance with U.S. GAAP.

ARTICLE LXV Fiscal Year.

The fiscal year of the Company shall be a fiscal year ending December 31.

ARTICLE LXVI Reports.

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ARTICLE LXVII

TAX MATTERS

ARTICLE LXVIII Tax Returns and Information.

The Company shall timely file all returns of the Company that are required for foreign, federal, state and local income tax purposes on the basis of the accrual method and a taxable year ending on December 31. The tax information reasonably required by Record Holders for federal and state income tax reporting purposes with respect to a taxable year shall be furnished to them within 90 days of the close of the calendar year in which the Company’s taxable year ends.

ARTICLE LXIX Tax Elections.

The Company has elected to be treated as an association taxable as a corporation for United States federal income tax purposes. Except as otherwise provided herein, the Board of Directors shall determine whether the Company should make any other elections permitted by the Code.

ARTICLE LXX Tax Controversies.

Subject to the provisions hereof, Stonepeak is designated as the “tax matters partner” as defined in Section 6231 the Code as in effect prior to the Bipartisan Budget Act of 2015 for taxable years of the Partnership beginning before January 1, 2018 (the “Tax Matters Member”). For taxable years of the Company beginning after December 31, 2017, and ending on or prior to date immediately prior to December 31, 2018, Stonepeak shall, in its sole discretion, designate a “partnership representative” as defined in Section 6223 of the Code (the “Company Representative”). The Tax Matters Member and the Company Representative shall exercise any and all authority of a “tax matters partner” or a “partnership representative,” respectively, under the Code, including to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, to bind the Company and its Members with respect to any applicable tax matters, to make any available elections and to expend Company funds for professional services and costs associated therewith. Each Member agrees to cooperate with the Tax Matters Member and the Company Representative and to do or refrain from doing any or all things reasonably required by the Tax Matters Member and the Company Representative to conduct such proceedings.

ARTICLE LXXI Withholding.

Notwithstanding any other provision of this Agreement, the Board of Directors is authorized to take any action that may be required to cause the Company and other Group Members to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Company is required or elects to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Member (including, without limitation, by reason of Section 1446 of the Code), the Board of Directors may treat the amount withheld as a distribution of cash pursuant to Section 6.3 in the amount of such withholding from such Member.

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ARTICLE LXXII Conduct of Operations.

The Board of Directors shall use commercially reasonable efforts to conduct the business of the Company and its Affiliates in a manner that does not require a holder of Common Units or Preferred Units to file a tax return in any jurisdiction with which the holder has no contact other than through ownership of Common Units or Preferred Units.

ARTICLE LXXIII

ADMISSION OF MEMBERS

ARTICLE LXXIV Admission of Members.

Upon the effectiveness of the Conversion, (i) each Common Unit (as defined in the Prior Agreement) outstanding immediately prior to the Conversion was automatically converted into one issued and outstanding, fully paid and nonassessable Common Unit of the Company, (ii) each Series A Preferred Unit (as defined in the Prior Agreement) outstanding immediately prior to the Conversion was automatically converted into one issued and outstanding, fully paid and nonassessable Series A Preferred Unit of the Company and (iii) each Series B Preferred Unit (as defined in the Prior Agreement) outstanding immediately prior to the Conversion was automatically converted into one issued and outstanding, fully paid and nonassessable Series B Preferred Unit of the Company, in each case without any further action required on the part of the Company or the holder of such units, as applicable and (iv) the General Partner Interest (as defined in the Prior Agreement) was converted into the 1,555,061 Common Units (which was the number of Company Common Units equal to the Notional General Partner Units (as defined in the Prior Agreement) immediately prior to the effectiveness of the Conversion), in each case without any action further required on the part of the Company or the holder of such units or General Partner Interest, as applicable.

ARTICLE LXXVA dmission of Additional Members.

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ARTICLE LXXVI [Reserved].

ARTICLE LXXVII Amendment of Agreement and Certificate of Formation.

To effect the admission to the Company of any Member, the Board of Directors shall take all steps necessary or appropriate under the Marshall Islands Act to amend the records of the Company to reflect such admission and, if necessary, to prepare as soon as practicable an amendment to this Agreement and, if required by law, the Board of Directors shall prepare and file an amendment to the Certificate of Formation.

ARTICLE LXXVIII

WITHDRAWAL OR REMOVAL OF MEMBERS

ARTICLE LXXIX Withdrawal of Members

No Member shall have any right to withdraw or resign from the Company; provided, however, that when a transferee of a Member’s Membership Interest becomes a Record Holder of the Membership Interest so transferred, such transferring Member shall cease to be a Member with respect to the Membership Interest so transferred. For the avoidance of doubt, the death, retirement, expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event which terminates the continued membership of a Member in the Company shall not cause a dissolution of the Company, and the Company shall continue after any such event.

ARTICLE LXXX Bankruptcy of Members.

Notwithstanding any other provision of this Agreement, the bankruptcy of a Member or any other event set forth in Section 21 of the Marshall Islands Act (or any successor section) shall not cause such Member to cease to be a Member of the Company, and upon the occurrence of such an event the Company shall continue without dissolution.

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ARTICLE LXXXI

DISSOLUTION AND LIQUIDATION

ARTICLE LXXXII Dissolution.

The Company shall not be dissolved by the admission of additional Members in accordance with the terms of this Agreement. The Company shall dissolve, and its affairs shall be wound up, upon:

ARTICLE LXXXIII [Reserved].

ARTICLE LXXXIV Liquidator.

Upon dissolution of the Company, the Board of Directors shall select one or more Persons to act as Liquidator. The Liquidator shall be entitled to receive such compensation for its services as may be approved by holders of a Unit Majority. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal approved by holders of a Unit Majority. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by holders of a Unit Majority. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Board of Directors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.10(b)) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein.

ARTICLE LXXXV Liquidation.

The Liquidator shall proceed to dispose of the assets of the Company, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as determined by the Liquidator, subject to Section 49 of the Marshall Islands Act and the following:

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ARTICLE LXXXVI Cancellation of Certificate of Formation.

Upon the completion of the distribution of Company cash and property as provided in Section 12.4 in connection with the liquidation of the Company, the Certificate of Formation and all qualifications of the Company as a foreign limited liability company in jurisdictions other than the Marshall Islands shall be canceled and such other actions as may be necessary to terminate the Company shall be taken.

ARTICLE LXXXVII Return of Contributions.

No Member shall be personally liable for, and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate, the return of the Capital Contributions of any other Members or Unitholders, or any portion thereof, it being expressly understood that any such return shall be made solely from Company assets.

ARTICLE LXXXVIII Waiver of Partition.

To the maximum extent permitted by law, each Member hereby waives any right to partition of the Company property.

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ARTICLE LXXXIX

AMENDMENT OF LIMITED LIABILITY COMPANY AGREEMENT; MEETINGS; RECORD DATE

ARTICLE XC Amendments to be Adopted Solely by the Board of Directors.

Each Member agrees that the Board of Directors, without the approval of the Members, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

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ARTICLE XCI Amendment Procedures.

Except as provided in Sections 13.1 and 13.3, all amendments to this Agreement shall be made in accordance with the following requirements. Amendments to this Agreement may be proposed only by the Board of Directors; provided, however, that the Board of Directors shall have no duty or obligation to propose any amendment to this Agreement and may decline to do so free of any fiduciary duty or obligation whatsoever to the Company, any Member and, in declining to propose an amendment, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Marshall Islands Act or any other law, rule or regulation. Subject to Section 16.5, to the extent applicable, a proposed amendment shall be effective upon its approval by the Board of Directors and the holders of a Unit Majority, unless a greater or different percentage is required under this Agreement or by the Marshall Islands Act. Each proposed amendment that requires the approval of the holders of a specified percentage of Outstanding Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Board of Directors shall seek the written approval of the requisite percentage of Outstanding Units or call a meeting of the Unitholders to consider and vote on such proposed amendment. The Board of Directors shall notify all Record Holders upon final adoption of any such proposed amendments.

ARTICLE XCII Amendment Requirements.

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ARTICLE XCIII Special Meetings.

All acts of Members to be taken pursuant to this Agreement shall be taken in the manner provided in this Article XIII. Special meetings of the Members may be called by the Board of Directors or by Members owning 20% or more of the Outstanding Units of the class, classes or series for which a meeting is proposed. Members shall call a special meeting by delivering to the Board of Directors one or more requests in writing stating that the signing Members wish to call a special meeting and indicating the general or specific purposes for which the special meeting is to be called. Within 60 days after receipt of such a call from Members or within such greater time as may be reasonably necessary for the Company to comply with any statutes, rules, regulations, listing agreements or similar requirements governing the holding of a meeting or the solicitation of proxies for use at such a meeting, the Board of Directors shall send a notice of the meeting to the Members either directly or indirectly through the Transfer Agent. A meeting shall be held at a time and place determined by the Board of Directors on a date not less than 10 days nor more than 60 days after the mailing of notice of the meeting. Members shall not vote on matters that would cause the Members to be deemed to be taking part in the management and control of the business and affairs of the Company so as to jeopardize the Members’ limited liability under the Marshall Islands Act or the law of any other jurisdiction in which the Company is qualified to do business.

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ARTICLE XCIV Notice of a Meeting.

Notice of a meeting called pursuant to Section 13.4 shall be given to the Record Holders of the class, classes or series of Units for which a meeting is proposed in writing by mail or other means of written communication in accordance with Section 17.1. The notice shall be deemed to have been given at the time when deposited in the mail or sent by other means of written communication.

ARTICLE XCV Record Date.

For purposes of determining the Members entitled to notice of or to vote at a meeting of the Members or to give approvals without a meeting as provided in Section 13.11 the Board of Directors may set a Record Date, which shall not be less than 10 nor more than 60 days before (a) the date of the meeting (unless such requirement conflicts with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are listed for trading, in which case the rule, regulation, guideline or requirement of such exchange shall govern) or (b) in the event that approvals are sought without a meeting, the date by which Members are requested in writing by the Board of Directors to give such approvals.

ARTICLE XCVI Adjournment.

When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting and a new Record Date need not be fixed, if the time and place thereof are announced at the meeting at which the adjournment is taken, unless such adjournment shall be for more than 45 days. At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if a new Record Date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given in accordance with this Article XIII.

ARTICLE XCVII Waiver of Notice; Approval of Meeting; Approval of Minutes.

The transactions of any meeting of Members, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, Members representing such quorum who were present in person or by proxy and entitled to vote, sign a written waiver of notice or an approval of the holding of the meeting or an approval of the minutes thereof. All waivers and approvals shall be filed with the Company records or made a part of the minutes of the meeting. Attendance of a Member at a meeting shall constitute a waiver of notice of the meeting, except when the Member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

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ARTICLE XCVIII Quorum and Voting.

The holders of a majority of the Units of the class, classes or series for which a meeting has been called represented in person or by proxy shall constitute a quorum at a meeting of Members of such class, classes or series unless any such action by the Members requires approval by holders of a greater percentage of such Units, in which case the quorum shall be such greater percentage. At any meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present, the act of Members holding Outstanding Units that in the aggregate represent a majority of the Outstanding Units entitled to vote and be present in person or by proxy at such meeting shall be deemed to constitute the act of all Members, unless a greater or different percentage is required with respect to such action under the provisions of this Agreement, in which case the act of the Members holding Outstanding Units that in the aggregate represent at least such greater or different percentage shall be required. The Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Units specified in this Agreement. In the absence of a quorum any meeting of Members may be adjourned from time to time by the affirmative vote of holders of a majority of the Outstanding Units entitled to vote at such meeting represented either in person or by proxy, but no other business may be transacted, except as provided in Section 13.7.

ARTICLE XCIX Conduct of a Meeting.

The Board of Directors shall have full power and authority concerning the manner of conducting any meeting of the Members or solicitation of approvals in writing, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of Section 13.4, the conduct of voting, the validity and effect of any proxies and the determination of any controversies, votes or challenges arising in connection with or during the meeting or voting. The Board of Directors shall designate a Person to serve as chair of any meeting and shall further designate a Person to take the minutes of any meeting. All minutes shall be kept with the records of the Company maintained by the Board of Directors. The Board of Directors may make such other regulations consistent with applicable law and this Agreement as it may deem advisable concerning the conduct of any meeting of the Members or solicitation of approvals in writing, including regulations in regard to the appointment of proxies, the appointment and duties of inspectors of votes and approvals, the submission and examination of proxies and other evidence of the right to vote, and the revocation of approvals in writing.

ARTICLE CAction Without a Meeting.

If authorized by the Board of Directors, any action that may be taken at a meeting of the Members may be taken without a meeting if an approval in writing setting forth the action so taken is signed by Members owning not less than the minimum percentage of the Outstanding Units that would be necessary to authorize or take such action at a meeting at which all the Members were present and voted (unless such provision conflicts with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are listed, in which case the rule, regulation, guideline or requirement of such exchange shall govern). Prompt notice of the taking of action without a meeting shall be given to the Members who have not approved in writing. The Board of Directors may specify that any written ballot submitted to

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Members for the purpose of taking any action without a meeting shall be returned to the Company within the time period, which shall be not less than 20 days, specified by the Board of Directors. If a ballot returned to the Company does not vote all of the Units held by the Members, the Company shall be deemed to have failed to receive a ballot for the Units that were not voted. If approval of the taking of any action by the Members is solicited by any Person other than by or on behalf of the Board of Directors, the written approvals shall have no force and effect unless and until (a) they are deposited with the Company in care of the Board of Directors, (b) approvals sufficient to take the action proposed are dated as of a date not more than 90 days prior to the date sufficient approvals are deposited with the Company and (c) an Opinion of Counsel is delivered to the Board of Directors to the effect that the exercise of such right and the action proposed to be taken with respect to any particular matter (i) will not cause the Members to be deemed to be taking part in the management and control of the business and affairs of the Company so as to jeopardize the Members’ limited liability, and (ii) is otherwise permissible under the applicable statutes then governing the rights, duties and liabilities of the Company and the Members.

ARTICLE CI Right to Vote and Related Matters.

ARTICLE CII

MERGER

ARTICLE CIII Authority.

The Company may merge or consolidate with or into one or more corporations, limited liability companies, statutory trusts or associations, real estate investment trusts, common law trusts or unincorporated businesses, including a partnership (whether general or limited (including a limited liability partnership)), formed under the laws of the Marshall Islands, pursuant to a written agreement of merger or consolidation (“Merger Agreement”) in accordance with this Article XIV.

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ARTICLE CIV Procedure for Merger or Consolidation.

Merger or consolidation of the Company pursuant to this Article XIV requires the prior consent of the Board of Directors, provided, however, that, to the fullest extent permitted by law, the Board of Directors shall have no duty or obligation to consent to any merger or consolidation of the Company and may decline to do so free of any fiduciary duty or obligation whatsoever to the Company or any Member and, in declining to consent to a merger or consolidation, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Marshall Islands Act or any other law, rule or regulation or at equity. If the Board of Directors shall determine to consent to the merger or consolidation, the Board of Directors shall approve the Merger Agreement, which shall set forth:

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ARTICLE CV Approval by Members of Merger or Consolidation.

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ARTICLE CVI Certificate of Merger.

Upon the required approval by the Board of Directors and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed in conformity with the requirements of the Marshall Islands Act.

ARTICLE CVII Amendment of this Agreement.

Pursuant to Section 17(2) of the Marshall Islands Act, an agreement of merger or consolidation approved in accordance with Section 17(2) of the Marshall Islands Act may (a) effect any amendment to this Agreement or (b) effect the adoption of a new limited liability company agreement for a limited liability company if it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.5 shall be effective at the effective time or date of the merger or consolidation.

ARTICLE CVIII Effect of Merger.

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ARTICLE CIX

[RESERVED]

ARTICLE CX

PREFERRED UNITS

ARTICLE CXI Designation.

ARTICLE CXII Units.

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ARTICLE CXIII Distributions.

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ARTICLE CXIV [Reserved].

ARTICLE CXV Voting Rights.

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ARTICLE CXVI Optional Redemption.

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ARTICLE CXVII Rank.

The Series A Preferred Units and Series B Preferred Units shall each be deemed to rank:

The Company may issue Junior Securities and, subject to any approvals required by Series A Holders and Series B Holders pursuant to Section 16.5(c)(ii), Parity Securities from time to time in one or more classes or series without the consent of the Series A Holders or Series B Holders. The Board of Directors has the authority to determine the preferences, powers, qualifications, limitations, restrictions and special or relative rights or privileges, if any, of any such class or series before the issuance of any Company Securities of such class or series.

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ARTICLE CXVIII No Sinking Fund.

Neither the Series A Preferred Units nor the Series B Preferred Units shall have the benefit of any sinking fund.

ARTICLE CXIX Record Holders.

To the fullest extent permitted by applicable law, the Company, the Registrar, the Transfer Agent and the Paying Agent may deem and treat any Series A Holder and Series B Holder as the true, lawful and absolute owner of the applicable Series A Preferred Units or Series B Preferred Units, as applicable, for all purposes, and neither the Company nor the Registrar, the Transfer Agent or the Paying Agent shall be affected by any notice to the contrary.

ARTICLE CXX Notices.

All notices or communications in respect of the Series A Preferred Units or Series B Preferred Units shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Article XVI, this Agreement or by applicable law.

ARTICLE CXXI Other Rights; Fiduciary Duties.

Neither the Series A Preferred Units nor the Series B Preferred Units shall have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth in this Article XVI or as provided by applicable law. Notwithstanding anything to the contrary in this Agreement, but subject to Section 7.16(c) and without reference to the definition of “good faith” in Section 7.16(b), neither the Board of Directors, nor any Member nor any other Indemnitee shall owe any fiduciary duties to Series A Holders or Series B Holders, other than a contractual duty of good faith and fair dealing.

ARTICLE CXXII

GENERAL PROVISIONS

ARTICLE CXXIII Addresses and Notices.

Any notice, demand, request, report or proxy materials required or permitted to be given or made to a Member under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication to the Member at the address described below. Any notice, payment or report to be given or made to a Member hereunder shall be deemed conclusively to have been given or made, and the obligation to give such notice or report or to make such payment shall be deemed conclusively to have been fully satisfied, upon sending of such notice, payment or report to the Record Holder of such Company Securities at his address as shown on the records of the Transfer Agent or as otherwise shown on the records of the Company, regardless of any claim of any Person who may have an interest in such Company Securities by reason of any assignment or otherwise. An affidavit or certificate of making of any notice, payment or report in accordance with the provisions of this Section 17.1 executed by the Company, the Transfer Agent or the mailing organization shall be prima facie evidence of the giving or making of such

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notice, payment or report. If any notice, payment or report addressed to a Record Holder at the address of such Record Holder appearing on the books and records of the Transfer Agent or the Company is returned by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver it, such notice, payment or report and any subsequent notices, payments and reports shall be deemed to have been duly given or made without further mailing (until such time as such Record Holder or another Person notifies the Transfer Agent or the Company of a change in his address) if they are available for the Member at the principal office of the Company for a period of one year from the date of the giving or making of such notice, payment or report to the other Members. Any notice to the Company shall be deemed given if received by the Board of Directors at the principal office of the Company designated pursuant to Section 2.3. The Board of Directors may rely and shall be protected in relying on any notice or other document from a Member or other Person if believed by it to be genuine.

ARTICLE CXXIV Further Action.

The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

ARTICLE CXXV Binding Effect.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

ARTICLE CXXVI Integration.

This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto, including the Prior Agreement.

ARTICLE CXXVII Creditors.

None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

ARTICLE CXXVIII Waiver.

No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

ARTICLE CXXIX Counterparts.

This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto or, in the case of a Person acquiring a Membership Interest pursuant to Section 10.2(a), without execution hereof.

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ARTICLE CXXX Applicable Law.

This Agreement shall be construed in accordance with and governed by the laws of the Marshall Islands, without regard to the principles of conflicts of law.

ARTICLE CXXXII nvalidity of Provisions.

If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

ARTICLE CXXXII Consent of Members.

Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.

ARTICLE CXXXIII Facsimile Signatures.

The use of facsimile signatures affixed in the name and on behalf of the transfer agent and registrar of the Company on Certificates is expressly permitted by this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Limited Liability Company Agreement as of the date first written above.

EXHIBIT A

to the Limited Liability Company

Agreement of

SEAPEAK LLC

Certificate Evidencing Common Units

Representing Limited Liability Company Interests in

SEAPEAK LLC

In accordance with Section 4.1 of the Limited Liability Company Agreement of Seapeak LLC, as amended, supplemented or restated from time to time (the “LLC Agreement”), Seapeak LLC, a Marshall Islands limited liability company (the “Company”), hereby certifies that                 (the “Holder”) is the registered owner of Common Units representing limited liability company interests in the Company (the “Common Units”) transferable on the books of the Company, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Common Units are set forth in, and this Certificate and the Common Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the LLC Agreement. Copies of the LLC Agreement are on file at, and will be furnished without charge on delivery of written request to the Company at, the principal office of the Company located at 550 Burrard Street, Suite 2000, Vancouver, British Columbia, Canada, V6C 2K2. Capitalized terms used herein but not defined shall have the meanings given them in the LLC Agreement.

The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Member and to have agreed to comply with and be bound by and to have executed the LLC Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the LLC Agreement, (iii) granted the powers of attorney provided for in the LLC Agreement and (iv) made the waivers and given the consents and approvals contained in the LLC Agreement.

This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar.

[Reverse of Certificate]

A-1

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations:

Additional abbreviations, though not in the above list, may also be used.

ASSIGNMENT OF COMMON UNITS

in

SEAPEAK LLC

Common Units representing limited liability company interests evidenced by this Certificate, subject to the LLC Agreement, and does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of Seapeak LLC.

A-2

No transfer of the Common Units evidenced hereby will be registered on the books of the Company, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer.

A-3

EXHIBIT B

to the Limited Liability Company

Agreement of

SEAPEAK LLC

Certificate Evidencing Series A Cumulative

Redeemable Perpetual Preferred Units

Representing Limited Liability Company Interests in

SEAPEAK LLC

In accordance with Section 4.1 of the Limited Liability Company Agreement of Seapeak LLC, as amended, supplemented or restated from time to time (the “LLC Agreement”), Seapeak LLC, a Marshall Islands limited liability company (the “Company”), hereby certifies that                 (the “Holder”) is the registered owner of 9.00% Series A Cumulative Redeemable Perpetual Preferred Units representing limited liability company interests in the Company (the “Series A Preferred Units”) transferable on the books of the Company, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Series A Preferred Units are set forth in, and this Certificate and the Series A Preferred Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the LLC Agreement. Copies of the LLC Agreement are on file at, and will be furnished without charge on delivery of written request to the Company at, the principal office of the Company located at 550 Burrard Street, Suite 2000, Vancouver, British Columbia, Canada, V6C 2K2. Capitalized terms used herein but not defined shall have the meanings given them in the LLC Agreement.

The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Member and to have agreed to comply with and be bound by and to have executed the LLC Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the LLC Agreement, (iii) granted the powers of attorney provided for in the LLC Agreement and (iv) made the waivers and given the consents and approvals contained in the LLC Agreement.

This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar.

[Reverse of Certificate]

B-1

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations:

Additional abbreviations, though not in the above list, may also be used.

ASSIGNMENT OF SERIES A PREFERRED UNITS

in

SEAPEAK LLC

FOR VALUE RECEIVED,                 hereby assigns, conveys, sells and transfers unto

Series A Preferred Units representing limited liability company interests evidenced by this Certificate, subject to the LLC Agreement, and does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of the Company.

No transfer of the Series A Preferred Units evidenced hereby will be registered on the books of the Company, unless the Certificate evidencing the Series A Preferred Units to be transferred is surrendered for registration or transfer.

B-2

EXHIBIT C

to the Limited Liability Company

Agreement of

SEAPEAK LLC

Certificate Evidencing Series B Fixed-to-Floating Rate Cumulative

Redeemable Perpetual Preferred Units

Representing Limited Liability Company Interests in

SEAPEAK LLC

In accordance with Section 4.1 of the Limited Liability Company Agreement of Seapeak LLC, as amended, supplemented or restated from time to time (the “LLC Agreement”), Seapeak LLC, a Marshall Islands limited liability company (the “Company”), hereby certifies that     (the “Holder”) is the registered owner of 8.50% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited liability company interests in the Company (the “Series B Preferred Units”) transferable on the books of the Company, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Series B Preferred Units are set forth in, and this Certificate and the Series B Preferred Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the LLC Agreement. Copies of the LLC Agreement are on file at, and will be furnished without charge on delivery of written request to the Company at, the principal office of the Company located at 550 Burrard Street, Suite 2000, Vancouver, British Columbia, Canada, V6C 2K2. Capitalized terms used herein but not defined shall have the meanings given them in the LLC Agreement.

The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Member and to have agreed to comply with and be bound by and to have executed the LLC Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the LLC Agreement, (iii) granted the powers of attorney provided for in the LLC Agreement and (iv) made the waivers and given the consents and approvals contained in the LLC Agreement.

This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar.

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[Reverse of Certificate]

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations:

Additional abbreviations, though not in the above list, may also be used.

ASSIGNMENT OF SERIES B PREFERRED UNITS

in

SEAPEAK LLC

FOR VALUE RECEIVED,                 hereby assigns, conveys, sells and transfers unto

Series B Preferred Units representing limited liability company interests evidenced by this Certificate, subject to the LLC Agreement, and does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of the Company.

No transfer of the Series B Preferred Units evidenced hereby will be registered on the books of the Company, unless the Certificate evidencing the Series B Preferred Units to be transferred is surrendered for registration or transfer.

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