Indemnity Agreement, dated as of April 15, 2021, by and among the Company, GLNG, and certain affiliates of Stonepeak

Indemnification. Each Indemnitor hereby agrees to indemnify on a several (but not joint) basis Hygo for an amount equal to fifty percent (50%) (“Pro Rata Share Amount”) of any and all amounts paid by Hygo to the Offshore Collateral Agent in respect of the Guaranteed Obligations under the Guaranty (“Indemnified Obligations”); provided, however, in no event shall the Indemnified Obligations exceed (i) an amount in the aggregate (the “Aggregate Cap”) equal to the lower of (x) US$6,000,000 and (y) the amount actually paid by Hygo to the Offshore Collateral Agent in respect of the Guaranteed Obligations under the Guaranty or (ii) with respect to each individual Indemnitor, an amount (the “Individual Cap”) equal to the lower of (x) $3,000,000 and (ii) fifty percent (50%) of the amount actually paid by Hygo to the Offshore Collateral Agent in respect of the Guaranteed Obligations under the Guaranty; and further provided that, notwithstanding anything else in this Agreement, in no event will either Indemnitor have aggregate liability or other obligations under this Agreement or otherwise in connection with the Indemnified Obligations in excess of an amount (together with the Aggregate Cap and Individual Cap, the “Cap”) equal to (x) US$3,000,000, less (y) the face value of any Indemnitor Letter of Credit procured and delivered by such Indemnitor in accordance with Section 2 below (in the case of this clause (y), so long as such Indemnitor Letter of Credit remains in effect).  Each of the parties hereby expressly acknowledges and agrees that in no event may this Agreement be enforced without giving effect to the Cap, and that this Agreement may be enforced by Hygo for the payment of money only.

Letter of Credit. Each Indemnitor hereby agrees, (i) on or before April 15, 2021, to individually procure the delivery to the Intercreditor Agent of an Acceptable Letter of Credit in favor of the Offshore Collateral Agent with a face value of US$1,500,000 (each an “Indemnitor Letter of Credit”) and (ii) to maintain such Indemnitor Letter of Credit in full force and effect as required under the Sponsor Support Side Letter.

Notices.  All notices, requests and other communications hereunder shall be in writing and shall be (a) delivered personally, (b) sent by nationally recognized overnight courier or (c) by delivery of a PDF copy by electronic mail, read receipt requested, in each case addressed to the appropriate party at the address for such party shown below or at such other address as such party shall have theretofore designated by written notice delivered to the party giving such notice:

Demand and Payment.  Any demand by Hygo for payment from the Indemnitors hereunder shall: (a) be in writing; (b) reference this Agreement; (c) specify the amount of Indemnified Obligations Hygo claims it is owed and the amounts paid by Hygo to the Offshore Collateral Agent under the Guaranty; (d) specify the Pro Rata Share Amount owed by each Indemnitor with respect to the Indemnified Obligations, (e) include evidence of the payment made by Hygo to the Offshore Collateral Agent under the Guaranty and a statement describing in reasonable detail and with reasonable specificity the circumstances surrounding Hygo’s incurrence of the liabilities that give rise to the Indemnified Obligations; (f) be signed by a duly authorized officer of Hygo; and (g) be delivered to each Indemnitor pursuant to Section 4 hereof. So long as such demand complies with the foregoing sentence and payment is otherwise due from an Indemnitor in accordance with this Agreement, such Indemnitor shall pay, or cause to be paid, the amount so due in respect of the Indemnified Obligations within ten (10) Business Days of receipt of such demand (for the avoidance of doubt, subject to the Cap). Hygo shall provide any further documentary evidence reasonably requested by each Indemnitor relating to such demand and the Guaranteed Obligations that give rise to the applicable Indemnified Obligations. All payments under this Agreement shall be made without deduction or withholding for or on account of any present or future taxes; provided, however, that if any applicable law requires the deduction or withholding of any tax from any such payment, then each Indemnitor shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable law, and the sum payable by each Indemnitor shall be increased as necessary so that after such deduction or withholding has been made, Hygo receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Letter of Credit Payments. GLNG and Stonepeak each acknowledge and agree that in the event that the Offshore Collateral Agent makes a demand for payment under an Indemnitor Letter of Credit, then such Indemnitor party (“Paying LC Party”) shall promptly provide written notice to the other Indemnitor party (“Non-Paying LC Party”) of such payment amount and if the Offshore Collateral Agent did not make a demand under the Non-Paying LC Party’s Indemnitor Letter of Credit, or made a demand for less than the amount demanded under the Paying LC Party’s Indemnitor Letter of Credit, the Non-Paying LC Party agrees to reimburse the Paying LC Party for an amount equal to the difference between (a) fifty percent of the aggregate amount demanded under each Indemnitor Letter of Credit and (b) the amount demanded by the Offshore Collateral Agent under the Non-Paying LC Party’s Indemnitor Letter of Credit, within fifteen (15) Business Days of receipt of such notice.

No Waiver; Remedies.  Except as to applicable statutes of limitation, no failure on the part of any party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative and not exclusive to any remedies provided by law.

Assignment; Successors and Assigns.  No party hereto may assign or delegate any of its respective rights or obligations hereunder without the prior written consent of the other parties; provided, however, that each Indemnitor may, without the prior written consent of the other parties, assign its rights and obligations under this Agreement to (i) any Affiliate of such Indemnitor that has assets and liquidity in an amount equal to or greater than the assets and liquidity of such Indemnitor as of the date of the proposed assignment or (ii) any assignee that acquires all or substantially all of the assets of such Indemnitor.  Any assignment that does not comply with the terms of this Section 8 shall be deemed null and void and of no force or effect.  This Agreement shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted assigns.

Amendments, etc.  No amendment or other modification of the terms of this Agreement shall be effective unless in writing and signed by each Indemnitor and Hygo and stating that it is expressly intended to give effect to the applicable amendment or modification hereto.  Neither any waiver of any provision of this Agreement nor consent to any departure by either party therefrom shall be effective in any event unless such waiver shall refer to this Agreement, be in writing and be signed by such party.  Any such waiver shall be effective only in the specific instance and for the specific purpose for which it was given.

Headings and Definitions.  The headings and captions used in this Agreement have been inserted for convenience only and shall be given no substantive meaning or significance whatsoever in construing the terms and provisions hereof.  Any capitalized term utilized but not defined herein shall have the meaning given to such term in the Guaranty (including by incorporation), in the A&R Sponsor Support and Share Retention Agreement or in Annex I to the Common Terms Agreement, as applicable.

This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New York, without regard to choice of law principles that would require the application of the laws of any other jurisdiction.

Each of the parties hereto hereby (i) consents to submit itself to the personal jurisdiction and venue of the courts of the State of New York sitting in New York County or, if such courts shall not have jurisdiction, the United States District Court of the Southern District of New York, and any appellate court thereof, with respect to any suit relating to or arising out of this Agreement or any of the transactions contemplated hereby, (ii) agrees that it will, to the fullest extent it may effectively do so, not attempt to defeat or deny such personal jurisdiction or venue by motion or otherwise, (iii) agrees that it will not bring any action or proceeding with respect to this Agreement in any court other than a court of the State of New York sitting in New York County or, if applicable pursuant to clause (i) above, the United States District Court of the Southern District of New York, and any appellate court thereof, (iv) irrevocably agrees that any action or proceeding with respect to, arising directly or indirectly in connection with, out of, related to, or from this Agreement or any transactions contemplated hereby (whether at law, in equity, in contract, in tort or otherwise) shall be heard and determined exclusively in a court of the State of New York sitting in New York County or, if applicable pursuant to clause (i) above, the United States District Court of the Southern District of New York, and any appellate court thereof, (v) agrees to service of process in any such action in any manner prescribed by the laws of the State of New York, and (vi) agrees that service of process upon such party hereto in any action or proceeding shall be effective if notice is given in accordance with Section 4.  The parties hereto further agree, to the fullest extent permitted by law, that a final and non-appealable judgment against any of them in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and amount of such judgment.

To the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement and (ii) submits to the personal jurisdiction of any court described in Section 11(b).

Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any court referred to in Section 11(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING INVOLVING OR IN ANY WAY RELATING TO ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior understandings, agreements or representations by or between the parties hereto, written or oral, that may have related to the subject matter hereof in any way.

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

Counterparts.  This Agreement may be executed in multiple counterparts (including by PDF or electronic means), each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.

Special Damages. In no event shall an Indemnitor be liable for any special, exemplary, punitive or consequential or indirect damages resulting from or arising out of this Agreement, except to the extent such damages are Guaranteed Obligations for which Hygo has made payment under the Guaranty.