Form 6-K Teekay LNG Partners LP Due: February 25

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SECTION 2.02 Registration in global or book-entry form. The shares of the company shall not be represented by certificates, except at the request of the holder of such shares of the company or if the board so provides by resolution or otherwise. Promptly after the Effective Time, the Company will register or cause to be registered, in book-entry form or in global form, as determined by the Board, the Series A Preferred Units of the Company , the Series B Preferred Units of the Company and the Common Units of the Company in which the outstanding general partner interests represented by the Series A Preferred Units, the Series B Preferred Units, the Common Units and the General Partner Interest , as the case may be, will have been converted as a result of the Conversion.

SECTION 2.03 No other rights to the shares. The Series A Preferred Units of the Company, the Series B Preferred Units of the Company and the Common Units of the Company in which the outstanding interests of the Partnership represented by the Series A Preferred Units, the Preferred Units of Series B, the Ordinary Units and the General Partner’s Interest, as the case may be, having 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 relating to such partnership interests. Immediately after the Effective Time, the Series A Preferred Units, Series B Preferred Units, Common Units and GP Interests of the Partnership will cease to exist, and the holder of such securities will immediately before the Effective Time will cease to have any rights thereto.

SECTION 2.04 Transfer Books. At the Effective Time, there will be no further record of transfers in the Partnership’s transfer books of securities that were outstanding immediately prior to the Effective Time.

ARTICLE III

VARIOUS

SECTION 3.01 Licenses, permits, titled property, etc. If applicable, after the Effective Time, to the extent required, the Company will apply for new U.S. and foreign tax identification numbers, qualifications to do business (including as a foreign entity), licenses, permits and similar authorizations in its name and on its behalf. own name in connection with the Conversion and to reflect the fact that it is a limited company. As required or otherwise, after the Effective Time, all real, personal and intangible property of the Partnership that was titled or registered in the name of the Partnership will be renamed Where
re-enrolled, where applicable, on behalf of the Company through appropriate filings and/or notices to appropriate parties (including, without limitation, all applicable government agencies).

ARTICLE 3.02 Other insurance. If at any time after the Effective Time the Company determines or becomes aware that any deeds, deeds of sale, assignments, agreements, documents or assurances or any other deed or thing are necessary, desirable or proper, pursuant to under this plan, (a) to confer, perfect or confirm, formally or otherwise, to the company its right, title or interest in, on or under any of the rights, privileges, immunities, powers, objectives, franchises, properties or assets of the Partnership, or (b) to otherwise carry out the objectives of this Plan, the Company and its officers and directors (or their designees) are hereby authorized to solicit on behalf of the Company or the Partnership any third party consents or other documents required to be delivered by a third party, to sign and deliver, in the name and on behalf of the Company or the Partnership, all such deeds, deeds of sale, assignments, agreements, documents and assurances and make, in the name and on behalf of e ee Company or the Partnership, all other acts and things necessary, desirable or appropriate to acquire, perfect or confirm its right, title or interest in, on or under any of the rights, privileges, immunities, powers, objectives , franchises, properties or assets of the Partnership or the Partnership and otherwise to carry out the purposes of this Plan.

SECTION 3.03 Implementation and interpretation; Termination and modification. This Plan shall be implemented and interpreted, prior to the Effective Time, by the General Partner and, after the Effective Time, by the Board of Directors, (a) each of having full power and authority to delegate and assign all matters covered herein to any other party, including, without limitation, any director of the General Partner of the Partnership or any director or officer of the Partnership, as cases, and (b) whose interpretations and determinations shall be final, binding and conclusive on all parties. The General Partner may, at any time prior to the Effective Time, terminate, amend or modify this Plan. Upon termination of this Plan, if the Certificate of Conversion and Certificate of Incorporation have been filed with the Registrar of Companies of the Republic of the Marshall Islands, but have not become effective, any person or entity authorized to sign, deliver and deposit such certificates may execute, deliver and deposit a certificate of termination (or equivalent document or certificate) of such certificates.

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