Exhibit 4.1


 


[EXECUTION VERSION]


 



 



 


SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP



 


OF



GASLOG PARTNERS LP


 

 






    	 



    	



    

TABLE OF CONTENTS


 


	ARTICLE I	 	DEFINITIONS AND CONSTRUCTION	 	2
	Section 1.1.	 	Definitions	 	2
	Section 1.2.	 	Construction	 	24
	 	 	 	 	 
	ARTICLE II	 	ORGANIZATION	 	24
	Section 2.1.	 	Formation	 	24
	Section 2.2.	 	Name	 	24
	Section 2.3.	 	Registered Office; Registered Agent; Principal Office; Other Offices	 	24
	Section 2.4.	 	Purpose and Business	 	25
	Section 2.5.	 	Powers	 	25
	Section 2.6.	 	Term	 	25
	Section 2.7.	 	Title to Partnership Assets	 	25
	 	 	 	 	 
	ARTICLE III	 	RIGHTS OF LIMITED PARTNERS	 	26
	Section 3.1.	 	Limitation of Liability	 	26
	Section 3.2.	 	Management of Business	 	26
	Section 3.3.	 	Outside Activities of the Limited Partners	 	26
	Section 3.4.	 	Rights of Limited Partners	 	26
	 	 	 	 	 
	ARTICLE IV	 	CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS	 	27
	Section 4.1.	 	Certificates	 	27
	Section 4.2.	 	Mutilated, Destroyed, Lost or Stolen Certificates	 	27
	Section 4.3.	 	Record Holders	 	28
	Section 4.4.	 	Transfer Generally	 	28
	Section 4.5.	 	Registration and Transfer of Limited Partner Interests	 	29
	Section 4.6.	 	Transfer of the General Partner’s General Partner Interest	 	30
	Section 4.7.	 	Transfer of Incentive Distribution Rights	 	31
	Section 4.8.	 	Restrictions on Transfers	 	31
	 	 	 	 	 
	ARTICLE V	 	CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS	 	31
	Section 5.1.	 	Contributions Prior to the Closing Date	 	31
	Section 5.2.	 	Initial Unit Issuances; Tax Election; Initial Contributors and Redemption of Common Units	 	31
	Section 5.3.	 	Interest and Withdrawal	 	32
	Section 5.4.	 	Issuances of Additional Partnership Interests	 	32
	Section 5.5.	 	Limitations on Issuance of Additional Partnership Interests	 	33
	Section 5.6.	 	Conversion of Subordinated Units to Common Units	 	33
	Section 5.7.	 	Limited Preemptive Right	 	34
	Section 5.8.	 	Splits and Combinations	 	34
	Section 5.9.	 	Fully Paid and Non-Assessable Nature of Limited Partner Interests	 	35
	Section 5.10.	 	Issuance of Common Units in Connection with Reset of Incentive Distribution Rights	 	35




    	i



    	



    

	ARTICLE VI	 	DISTRIBUTIONS	 	37
	Section 6.1.	 	Allocations	 	37
	Section 6.2.	 	Requirement and Characterization of Distributions; Distributions to Record Holders	 	37
	Section 6.3.	 	Distributions of Available Cash from Operating Surplus	 	38
	Section 6.4.	 	Distributions of Available Cash from Capital Surplus	 	40
	Section 6.5.	 	Adjustment of Minimum Quarterly Distribution and Target Distribution Levels	 	40
	Section 6.6.	 	Special Provisions Relating to the Holders of Subordinated Units	 	41
	Section 6.7.	 	Special Provisions Relating to the Holders of Incentive Distribution Rights	 	41
	 	 	 	 	 
	ARTICLE VII	 	MANAGEMENT AND OPERATION OF BUSINESS	 	41
	Section 7.1.	 	Management	 	41
	Section 7.2.	 	Election and Appointment; Term; Manner of Acting	 	42
	Section 7.3.	 	Nominations of Elected Directors	 	44
	Section 7.4.	 	Removal of Members of Board of Directors	 	44
	Section 7.5.	 	Resignations of Members of the Board of Directors	 	45
	Section 7.6.	 	Vacancies on the Board of Directors	 	45
	Section 7.7.	 	Meetings; Committees; Chairman	 	45
	Section 7.8.	 	Officers	 	46
	Section 7.9.	 	Compensation of Directors	 	47
	Section 7.10.	 	Certificate of Limited Partnership	 	47
	Section 7.11.	 	Restrictions on the Authority of the Board of Directors and the General Partner	 	47
	Section 7.12.	 	Reimbursement of the General Partner	 	48
	Section 7.13.	 	Outside Activities	 	49
	Section 7.14.	 	Loans from the General Partner; Loans or Contributions from the Partnership or Group Members	 	50
	Section 7.15.	 	Indemnification	 	51
	Section 7.16.	 	Liability of Indemnitees	 	52
	Section 7.17.	 	Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties	 	53
	Section 7.18.	 	Other Matters Concerning the General Partner and the Board of Directors	 	55
	Section 7.19.	 	Purchase or Sale of Partnership Interests	 	56
	Section 7.20.	 	Registration Rights of the General Partner and its Affiliates	 	56
	Section 7.21.	 	Reliance by Third Parties	 	59
	 	 	 	 	 
	ARTICLE VIII	 	BOOKS, RECORDS, ACCOUNTING AND REPORTS	 	59
	Section 8.1.	 	Records and Accounting	 	59
	Section 8.2.	 	Fiscal Year	 	60
	Section 8.3.	 	Reports	 	60
	 	 	 	 	 
	ARTICLE IX	 	TAX MATTERS	 	60
	Section 9.1.	 	Tax Elections and Information	 	60




    	ii



    	



    

	Section 9.2.	 	Tax Withholding	 	60
	Section 9.3.	 	Conduct of Operations	 	60
	 	 	 	 	 
	ARTICLE X	 	ADMISSION OF PARTNERS	 	61
	Section 10.1.	 	Admission of Initial Limited Partners	 	61
	Section 10.2.	 	Admission of Additional Limited Partners	 	61
	Section 10.3.	 	Admission of Successor General Partner	 	62
	Section 10.4.	 	Amendment of Agreement and Certificate of Limited Partnership	 	62
	 	 	 	 	 
	ARTICLE XI	 	WITHDRAWAL OR REMOVAL OF PARTNERS	 	62
	Section 11.1.	 	Withdrawal of the General Partner	 	62
	Section 11.2.	 	Removal of the General Partner	 	64
	Section 11.3.	 	Interest of Departing General Partner and Successor General Partner	 	64
	Section 11.4.	 	Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit Arrearages	 	66
	Section 11.5.	 	Withdrawal of Limited Partners	 	67
	 	 	 	 	 
	ARTICLE XII	 	DISSOLUTION AND LIQUIDATION	 	67
	Section 12.1.	 	Dissolution	 	67
	Section 12.2.	 	Continuation of the Business of the Partnership After Dissolution	 	67
	Section 12.3.	 	Liquidating Trustee	 	68
	Section 12.4.	 	Liquidation	 	68
	Section 12.5.	 	Cancellation of Certificate of Limited Partnership	 	70
	Section 12.6.	 	Return of Contributions	 	70
	Section 12.7.	 	Waiver of Partition	 	70
	 	 	 	 	 
	ARTICLE XIII	 	AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE	 	71
	Section 13.1.	 	Amendments to be Adopted Without Approval of the Limited Partners or the General Partner	 	71
	Section 13.2.	 	Amendment Procedures	 	72
	Section 13.3.	 	Amendment Requirements	 	73
	Section 13.4.	 	Special Meetings	 	74
	Section 13.5.	 	Notice of a Meeting	 	74
	Section 13.6.	 	Record Date	 	74
	Section 13.7.	 	Adjournment	 	75
	Section 13.8.	 	Waiver of Notice; Approval of Meeting; Approval of Minutes	 	75
	Section 13.9.	 	Quorum and Voting	 	75
	Section 13.10.	 	Conduct of a Meeting	 	76
	Section 13.11.	 	Action Without a Meeting	 	76
	Section 13.12.	 	Right to Vote and Related Matters	 	77
	 	 	 	 	 
	ARTICLE XIV	 	MERGER, CONSOLIDATION OR CONVERSION	 	77
	Section 14.1.	 	Authority	 	77
	Section 14.2.	 	Procedure for Merger, Consolidation or Conversion	 	77
	Section 14.3.	 	Approval by Limited Partners of Merger, Consolidation or Conversion	 	79




    	iii



    	



    

	Section 14.4.	 	Certificate of Merger or Conversion	 	80
	Section 14.5.	 	Amendment of Partnership Agreement	 	80
	Section 14.6.	 	Effect of Merger, Consolidation or Conversion	 	80
	 	 	 	 	 
	ARTICLE XV	 	RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS	 	81
	Section 15.1.	 	Right to Acquire Limited Partner Interests	 	81
	 	 	 	 	 
	ARTICLE XVI	 	SERIES A CUMULATIVE REDEEMABLE PERPETUAL FIXED TO FLOATING RATE PREFERENCE UNITS	 	83
	Section 16.1.	 	Designations	 	83
	Section 16.2.	 	Units	 	83
	Section 16.3.	 	Distributions	 	83
	Section 16.4.	 	Liquidation Rights	 	86
	Section 16.5.	 	Voting Rights	 	87
	Section 16.6.	 	Optional Redemption	 	88
	Section 16.7.	 	Rank	 	90
	Section 16.8.	 	No Sinking Fund	 	90
	Section 16.9.	 	Record Holders	 	90
	Section 16.10.	 	Notices	 	91
	Section 16.11.	 	Other Rights; Fiduciary Duties	 	91
	 	 	 	 	 
	ARTICLE XVII	 	GENERAL PROVISIONS	 	91
	Section 17.1.	 	Addresses and Notices	 	91
	Section 17.2.	 	Further Action	 	92
	Section 17.3.	 	Binding Effect	 	92
	Section 17.4.	 	Integration	 	92
	Section 17.5.	 	Creditors	 	92
	Section 17.6.	 	Waiver	 	92
	Section 17.7.	 	Counterparts	 	92
	Section 17.8.	 	Applicable Law; Forum, Venue and Jurisdiction	 	92
	Section 17.9.	 	Invalidity of Provisions	 	93
	Section 17.10.	 	Consent of Partners	 	93
	Section 17.11.	 	Facsimile Signatures	 	94
	Section 17.12.	 	Third-Party Beneficiaries	 	94




    	iv



    	



    

FORM OF SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

GASLOG PARTNERS LP


 


THIS SECOND AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF GASLOG PARTNERS LP, dated as of May 15, 2017, is entered into by and between GasLog Partners GP LLC,
a Marshall Islands limited liability company, as the General Partner and the Limited Partners, together with any other Persons
who become Partners in the Partnership or parties hereto as provided herein.


 


WHEREAS, the General Partner and the other
parties thereto entered into that certain First Amended and Restated Agreement of Limited Partnership of the Partnership (the “May
2014 Agreement”) on May 12, 2014;


 


WHEREAS, the Partnership’s Board of
Directors and the General Partner effected Amendment No. 1 (“Amendment No. 1”) to the May 2014 Agreement on
October 30, 2014 (so amended, the “Amended Agreement”), pursuant to Section 13.1(d)(i) of the May 2014 Agreement;


 


WHEREAS, Section 5.4(a) of the Amended Agreement
provides that the Partnership is authorized to issue additional Partnership Interests and options, rights, warrants and appreciation
rights relating to the Partnership Interests for any partnership purpose at any time and from time to time to such Persons for
such consideration and such terms and conditions as the Board of Directors shall determine, all without the approval of any Partners;


 


WHEREAS, Section 5.4(b) of the Amended Agreement
provides that each additional Partnership Interest authorized to be issued by the Partnership pursuant to Section 5.4(a) of the
Amended Agreement may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences,
rights, powers and duties (which may be senior to existing classes and series of Partnership Interests), as shall be fixed by the
Board of Directors, including (i) the right to share in Partnership distributions; (ii) the rights upon dissolution and liquidation
of the Partnership; (iii) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem
the Partnership Interest (including sinking fund provisions); (iv) whether such Partnership Interest is issued with the privilege
of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (v) the terms and conditions upon
which each Partnership Interest will be issued, evidenced by certificates and assigned or transferred; (vi) the method for determining
the Percentage Interest as to such Partnership Interest; and (vii) the right, if any, of each such Partnership Interest to vote
on Partnership matters, including matters relating to the relative rights, preferences and privileges of such Partnership Interest;


 


WHEREAS, Section 5.4(c) of the Amended Agreement
provides that the Board of Directors is authorized and directed to take all actions that it determines to be necessary or appropriate
in connection with each issuance of Partnership Interests and options, rights, warrants and appreciation rights relating to Partnership
Interests pursuant to Section 5.4 of the



    	1



    	



    

Amended Agreement and to take all actions that it determines
to be necessary or appropriate in connection with any future issuance of Partnership Interests pursuant to the Amended Agreement,
including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any
National Securities Exchange on which the Common Units or other Partnership Interests are listed or admitted to trading; and


 


WHEREAS, Section 13.1(g) of the Amended Agreement
provides that the General Partner and each Limited Partner agree that the Board of Directors, without the approval of any Limited
Partner or, subject to Section 5.5 of the Amended Agreement, the General Partner, may amend any provision of the Amended Agreement
and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect
an amendment that the Board of Directors, and if required by Section 5.5 of the Amended Agreement, the General Partner, determines
to be necessary or appropriate in connection with the authorization of issuance of any class or series of Partnership Interests
pursuant to Section 5.4 of the Amended Agreement.


 


NOW, THEREFORE, the Board of Directors and
the General Partner do hereby amend and restate the Amended Agreement to provide, in its entirety, as follows:


 


ARTICLE
I

DEFINITIONS AND CONSTRUCTION


 


Section 1.1.     Definitions. The following
definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.


 


“Acquisition” means
any transaction in which any Group Member acquires (through an asset acquisition, merger, stock acquisition or other form of investment)
control over all or a portion of the assets, properties or business of another Person for the purpose of increasing the operating
capacity and/or asset base of the Partnership Group from the operating capacity and/or asset base of the Partnership Group existing
immediately prior to such transaction; provided, however, that any acquisition of properties or assets of another
Person that is made solely for investment purposes shall not constitute an Acquisition under this Agreement.


 


“Adjusted Operating Surplus”
means, with respect to any period, Operating Surplus generated with respect to such period (a) less (i) the amount of any net increase
in Working Capital Borrowings (or the Partnership’s proportionate share of any net increase in Working Capital Borrowings
in the case of Subsidiaries that are not wholly-owned) with respect to such period and (ii) the amount of any net decrease in cash
reserves for Operating Expenditures (or the Partnership’s proportionate share of any net decrease in cash reserves for Operating
Expenditures in the case of Subsidiaries that are not wholly-owned) over such period to the extent such reduction does not relate
to an Operating Expenditure made with respect to such period, and (b) plus (i) the amount of any net decrease in Working Capital
Borrowings (or the Partnership’s proportionate share of any net decrease in Working Capital Borrowings in the case of Subsidiaries
that are not wholly-owned) with respect to such period; (ii) the amount of any net increase in cash reserves (or the Partnership’s
proportionate share of any net increase in cash reserves in the case of Subsidiaries that are not wholly-owned) for Operating Expenditures



    	2



    	



    

over such period to the extent such reserve is required (A)
by any debt instrument for the repayment of principal, interest or premium or (B) for any Series A Payments; and (iii) the amount
of any net decrease made in subsequent periods in cash reserves for Operating Expenditures initially established with respect to
such period to the extent such decrease results in a reduction in Adjusted Operating Surplus in subsequent periods pursuant to
clause (a)(ii) above. Adjusted Operating Surplus does not include that portion of Operating Surplus included in clause
(a)(i) of the definition of Operating Surplus. Adjusted Operating Surplus includes that portion of Operating Surplus in clause
(a)(ii) of the definition of Operating Surplus only to the extent that cash is received by the Partnership Group.


 


“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.


 


“Aggregate Quantity of IDR Reset
Common Units” has the meaning set forth in Section 5.10(a).


 


“Agreed Value” means
the fair market value of the applicable property or other consideration at the time of contribution or distribution, as the case
may be, as determined by the Board of Directors.


 


“Agreement” means
this Second Amended and Restated Agreement of Limited Partnership of GasLog Partners LP, as it may be amended, supplemented or
restated from time to time.


 


“Annual Meeting”
means the meeting of Limited Partners to be held every year, commencing in 2015, to elect the Elected Directors as provided in
Section 7.2 and to vote on any other matters brought before the meeting in accordance with this Agreement.


 


“Appointed Directors”
means the members of the Board of Directors appointed by the General Partner in accordance with the provisions of Article VII
and Section 16.5(b).


 


“Arrears” means,
with respect to Series A Distributions for any quarter period, that the full cumulative Series A Distribution through the most
recent Series A Distribution Payment Date has not been paid on all Outstanding Series A Preference Units.


 


“Associate” means,
when used to indicate a relationship with any Person: (a) any corporation or organization of which such Person is a director, officer,
manager, general partner or managing member 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.



    	3



    	



    

“Audit Committee”
means a committee of the Board of Directors, which, within one year of the effective date of the Registration Statement, will be
composed of a minimum of three members of the Board of Directors then serving who meet the independence standards required of directors
who serve on an audit committee of a board of directors established by the Exchange Act, and the rules and regulations of the Commission
thereunder and meet the standards for audit committee composition established by the National Securities Exchange on which the
Common Units are listed or admitted to trading.


 


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


 


(a) the sum of (i) all cash and
cash equivalents of the Partnership Group (or the Partnership’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, (ii) all additional cash and cash equivalents of
the Partnership Group (or the Partnership’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, and (iii) all cash and cash equivalents on hand on the date of determination
of Available Cash resulting from cash distributions received after the end of such Quarter from any Group Member’s equity
interest in any Person (other than a Subsidiary), which distributions are paid by such Person in respect of operations conducted
by such Person during such Quarter, less


 


(b) the amount of any cash reserves
(or the Partnership’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 Partnership Group (including reserves for
future capital expenditures and for anticipated future credit needs of the Partnership 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, (iii) provide funds for Series A Payments
and/or (iv) provide funds for distributions under Section 6.3 or Section 6.4 in respect of any one or more of the
next four Quarters; provided, however, that the Board of Directors may not establish cash reserves pursuant to (iv)
above if the effect of establishing such reserves would be that the Partnership is unable to distribute the Minimum Quarterly Distribution
on all Common Units, plus any Cumulative Common Unit Arrearage on all Common Units, with respect to such Quarter; and, provided,
further, 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.


 


Notwithstanding the foregoing, “Available
Cash” with respect to the Quarter in which the Liquidation Date occurs and any subsequent Quarter shall equal zero.



    	4



    	



    

“Board of Directors”
means the board of directors of the Partnership, composed of Appointed Directors and Elected Directors appointed or elected, as
the case may be, in accordance with the provisions of Article VII and Section 16.5(b) and a majority of whom are
not United States citizens or residents, which, pursuant to Section 7.1, and subject to Section 7.11, oversees and
directs the operations, management and policies of the Partnership. The Board of Directors shall constitute a committee within
the meaning of Section 30(2)(g) of the Marshall Islands Act.


 


“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.


 


“Capital Contribution”
means (a) with respect to any Partner, any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Partner
contributes to the Partnership or that is contributed or deemed contributed to the Partnership on behalf of a Partner (including,
in the case of an underwritten offering of Units, the amount of any underwriting discounts or commissions) or (b) with respect
to the General Partner only, (i) distributions of cash that the General Partner is entitled to receive but otherwise waives such
that the Partnership retains such cash or (ii) Common Units that the General Partner contributes to the Partnership.


 


“Capital Improvement”
means any (a) addition or improvement to the capital assets owned by any Group Member, (b) acquisition of existing, construction
of new or improvement or replacement of existing, capital assets by any Group Member or (c) capital contribution by a Group Member
to a Person that is not a Subsidiary, in which a Group Member has, or after such capital contribution will have, an equity interest,
to fund the Group Member’s pro rata share of the cost of the addition or improvement to or the acquisition of existing, or
the construction of new, or the improvement or replacement of existing, capital assets by such Person, in each case if such addition,
improvement, replacement, acquisition or construction is made to increase the operating capacity and/or asset base of the Partnership
Group from the operating capacity and/or asset base of the Partnership Group or such Person, as the case may be, existing immediately
prior to such addition, improvement, replacement, acquisition or construction; provided, however, that any such addition,
improvement, acquisition or construction that is made solely for investment purposes shall not constitute a Capital Improvement.


 


“Capital Surplus”
has the meaning assigned to such term in Section 6.2(a).


 


“Cause” means a
court of competent jurisdiction has entered a final, non-appealable judgment finding a Person liable to the Partnership or any
Limited Partner for actual fraud or willful misconduct in its capacity as a general partner of the Partnership or as a member of
the Board of Directors, as the case may be.


 


“Certificate” means
a certificate (a) substantially in the form of Exhibit A to this Agreement with respect to Common Units and Exhibit B
with respect to Series A Preference Units, (b) issued in global or book entry form in accordance with the rules and regulations
of the Depositary or (c) in such other form as may be adopted by the Board of Directors, issued by the



    	5



    	



    

Partnership evidencing ownership of one or more Common Units
or Preference Units, or a certificate, in such form as may be adopted by the Board of Directors, issued by the Partnership evidencing
ownership of one or more other Partnership Interests.


 


“Certificate of Limited Partnership”
means the Certificate of Limited Partnership of the Partnership filed with the Registrar of Corporations of The Marshall Islands
as referenced in Section 7.10 as such Certificate of Limited Partnership may be amended, supplemented or restated from time to
time.


 


“claim” (as used
in Section 7.20(c) ) has the meaning assigned to such term in Section 7.20(c).


 


“Closing Date” means
the first date on which Common Units are sold by the Partnership to the Underwriters pursuant to the provisions of the Underwriting
Agreement.


 


“Closing Price”
means, in respect of any class or series of Limited Partner Interests, as of the date of determination, the last sale price on
such day, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices on such
day, regular way, as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted
to trading on the principal National Securities Exchange on which the respective Limited Partner Interests are listed or admitted
to trading or, if such Limited Partner Interests are not listed or admitted to trading on any National Securities Exchange, the
last quoted price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter
market, as reported by any quotation system then in use with respect to such Limited Partner Interests, or, if on any such day
such Limited Partner Interests of such class or series are not quoted by any such system, the average of the closing bid and asked
prices on such day as furnished by a professional market maker making a market in such Limited Partner Interests of such class
or series selected by the Board of Directors, or if on any such day no market maker is making a market in such Limited Partner
Interests of such class or series, the fair value of such Limited Partner Interests on such day as determined by the Board of Directors.


 


“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.


 


“Combined Interest”
has the meaning assigned to such term in Section 11.3(a).


 


“Commences Commercial Service”
and “Commenced Commercial Service” shall mean the date a Capital Improvement is first put into commercial
service by a Group Member following, if applicable, completion of construction, acquisition, development and testing.


 


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


 


“Common Unit” means
a Partnership Interest representing a fractional part of the Partnership Interests of all Limited Partners, and having the rights
and obligations specified with



    	6



    	



    

respect to Common Units in this Agreement. The term “Common
Unit” does not refer to a Subordinated Unit prior to its conversion into a Common Unit pursuant to the terms hereof.


 


“Common Unit Arrearage”
means, with respect to any Common Unit, whenever issued, as to any Quarter within the Subordination Period, the excess, if any,
of (a) the Minimum Quarterly Distribution with respect to a Common Unit in respect of such Quarter over (b) the sum of all Available
Cash distributed with respect to a Common Unit in respect of such Quarter pursuant to Section 6.3(a)(i).


 


“Conflicts Committee”
means a committee of the Board of Directors composed entirely of two or more directors who are not any of the following: (a) officers
or employees of the General Partner, (b) officers, directors or employees of any Affiliate of the General Partner (other than any
Group Member) or (c) holders of any ownership interest in the General Partner, its Affiliates or the Partnership Group (other than
(x) Common Units or (y) awards granted pursuant to any long-term incentive plan, equity compensation plan or similar plan of any
Group Member) and who also have been determined by the Board of Directors to meet the independence standards required of directors
who serve on an audit committee of a board of directors established by the Exchange Act, and the rules and regulations of the Commission
thereunder and by the National Securities Exchange on which the Common Units are listed or admitted to trading.


 


“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 Partnership.


 


“Contribution Agreement”
means that certain Contribution Agreement, dated as of May 12, 2014, among the General Partner, the Partnership, the Operating
Company, GasLog and the other parties named therein, together with the additional conveyance documents and instruments contemplated
or referenced thereunder or entered into in connection therewith.


 


“Cumulative Common Unit Arrearage”
means, with respect to any Common Unit, whenever issued, and as of the end of any Quarter, the excess, if any, of (a) the sum of
the Common Unit Arrearage with respect to an Initial Common Unit for each of the Quarters within the Subordination Period ending
on or before the last day of such Quarter over (b) the sum of any distributions theretofore made pursuant to Section 6.3(a)(ii)
and the second sentence of Section 6.4 with respect to an Initial Common Unit (including any distributions to be made in
respect of the last of such Quarters).


 


“Current Market Price”
means, in respect of any class or series of Limited Partner Interests, as of the date of determination, the average of the daily
Closing Prices per Limited Partner Interest of such class or series for the 20 consecutive Trading Days immediately prior to such
date.


 


“Deferred Issuance and Distribution”
means both (a) the issuance by the Partnership of additional Common Units that is equal to the excess, if any, of (x) 1,260,000
minus (y) the aggregate number, if any, of Common Units actually purchased by and issued to the Underwriters pursuant to the Over-
Allotment Option on the Option Closing Date(s), and (b)



    	7



    	



    

distributions of cash pursuant to the Contribution Agreement
in an amount equal to the total amount of cash contributed by the Underwriters to the Partnership on or in connection with any
Option Closing Date with respect to Common Units issued by the Partnership upon the applicable exercise of the Over-Allotment Option
in accordance with Section 5.2, if any.


 


“Departing General Partner”
means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant
to Section 11.1 or Section 11.2.


 


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


 


“Elected Directors”
means the members of the Board of Directors who are elected as such in accordance with the provisions of Article VII and
at least two (and subject to Section 7.2(d)) of whom are not any of the following: (a) officers or employees of the General
Partner, (b) officers or employees of any Affiliate of the General Partner (other than any Group Member) or (c) holders of any
ownership interest in the General Partner, its Affiliates or the Partnership Group (other than (x) Common Units, (y) Series A Preference
Units or (z) awards granted pursuant to any long-term incentive plan, equity compensation plan or similar plan of any Group Member)
and who also have been determined by the Board of Directors to meet the independence standards required of directors who serve
on an audit committee of a board of directors established by the Exchange Act, and the rules and regulations of the Commission
thereunder and by the National Securities Exchange on which the Common Units are listed or admitted to trading or (d) United States
citizens or residents.


 


“Estimated Maintenance and Replacement
Capital Expenditures” means an estimate made in good faith by the Board of Directors (with the concurrence of the
Conflicts Committee) of the average quarterly Maintenance and Replacement Capital Expenditures that the Partnership will need to
incur to maintain over the long-term the operating capacity and asset base of the Partnership Group (including the Partnership’s
proportionate share of the average quarterly Maintenance and Replacement Capital Expenditures of its Subsidiaries that are not
wholly-owned) existing at the time the estimate is made. The Board of Directors (with the concurrence of the Conflicts Committee)
will be permitted to make such estimate in any manner it determines reasonable. Beginning after the Closing Date, the estimate
will be made at least annually and whenever an event occurs that is likely to result in a material adjustment to the amount of
Maintenance and Replacement Capital Expenditures on a long-term basis. The Partnership shall disclose to its Partners any change
in the amount of Estimated Maintenance and Replacement Capital Expenditures in its reports made in accordance with Section 8.3
to the extent not previously disclosed. Any adjustments to Estimated Maintenance and Replacement Capital Expenditures shall be
prospective only.


 


“Event of Withdrawal”
has the meaning assigned to such term in Section 11.1(a).


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and any successor to such statute.



    	8



    	



    

“Expansion Capital Expenditures”
means cash expenditures for Acquisitions or Capital Improvements. Expansion Capital Expenditures shall not include Maintenance
and Replacement Capital Expenditures or Investment Capital Expenditures. Expansion Capital Expenditures shall include interest
payments (and related fees) on debt incurred and distributions on equity issued, in each case, to fund the construction of a Capital
Improvement and paid in respect of the period beginning on the date that a Group Member enters into a binding obligation to commence
construction of the Capital Improvement and ending on the earlier to occur of the date that such Capital Improvement Commences
Commercial Service or the date that such Capital Improvement is abandoned or disposed of. Debt incurred or equity issued to fund
any such construction period interest payments, or such construction period distributions on equity paid in respect of such period
shall also be deemed to be debt incurred or equity issued, as the case may be, to fund the construction of a Capital Improvement,
and the Incremental Incentive Distributions paid in respect of such newly issued equity shall be deemed to be distributions paid
on equity issued to finance the construction of a Capital Improvement.


 


“First Target Distribution”
means $0.43125 per Unit per Quarter (or, with respect to the period commencing on the Closing Date and ending on June 30, 2014,
it means the product of $0.43125 multiplied by a fraction of which the numerator is the number of days in such period, and of which
the denominator is the total number of days in the Quarter in which the Closing Date occurs), subject to adjustment in accordance
with Section 5.10 and Section 6.5.


 


“Fully Diluted Weighted Average
Basis” means, when calculating the number of Outstanding Units for any period, a basis that includes (a) the weighted
average number of Outstanding Units plus (b) all Partnership Interests and options, rights, warrants and appreciation rights relating
to an equity interest in the Partnership (i) that are convertible into or exercisable or exchangeable for Units or for which Units
are issuable, in each case, that are senior to or pari passu with the Subordinated Units, (ii) whose conversion, exercise
or exchange price is less than the Current Market Price on the date of such calculation, (iii) that may be converted into or exercised
or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation
is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration
and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (iv) that were not converted
into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however,
that for purposes of determining the number of Outstanding Units on a Fully Diluted Weighted Average Basis when calculating whether
the Subordination Period has ended, such Partnership Interests, options, rights, warrants and appreciation rights shall be deemed
to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; and provided,
further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange,
the number of Units to be included in such calculation shall be that number equal to the difference between (y) the number of Units
issuable upon such conversion, exercise or exchange and (z) the number of Units that such consideration would purchase at the Current
Market Price.


 


“GasLog” means GasLog
Ltd.



    	9



    	



    

“General Partner”
means GasLog Partners GP LLC, a Marshall Islands limited liability company, and its successors and permitted assigns that are admitted
to the Partnership as general partner of the Partnership, in its capacity as general partner of the Partnership (except as the
context otherwise requires).


 


“General Partner Interest”
means the ownership interest of the General Partner in the Partnership (in its capacity as a general partner and without reference
to any Limited Partner Interest held by it), which is evidenced by General Partner Units and includes any and all benefits to which
the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with
the terms and provisions of this Agreement.


 


“General Partner Unit”
means a fractional part of the General Partner Interest having the rights and obligations specified with respect to the General
Partner Interest. A General Partner Unit is not a Unit.


 


“Group” means a
Person that with or through any of its Affiliates or Associates has any agreement, arrangement, understanding or relationship 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), exercising investment power over or disposing of any Partnership
Interests with any other Person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly,
Partnership Interests.


 


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


 


“Group Member Agreement”
means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the
limited liability company agreement of any Group Member that is a limited liability 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.


 


“Hedge Contract”
means any exchange, swap, forward, future, cap, floor, collar or other similar agreement or arrangement entered into for the purpose
of hedging the Partnership Group’s exposure to fluctuations in the price of interest rates, currencies or commodities in
their operations and not for speculative purposes.


 


“Holder” has the
meaning assigned to such term in Section 7.20(a).


 


“ICE” means the
ICE Benchmark Administration Limited.


 


“IDR Reset Common Units”
has the meaning set forth in Section 5.10(a).


 


“IDR Reset Election”
has the meaning set forth in Section 5.10(a).



    	10



    	



    

“IFRS” means the
international financial reporting standards.


 


“Incentive Distribution Right”
means a non-voting Limited Partner Interest, which Partnership Interest will confer upon the holder thereof only the rights and
obligations specifically provided in this Agreement with respect to Incentive Distribution Rights (and no other rights otherwise
available to or other obligations of a holder of a Partnership Interest). Notwithstanding anything in this Agreement to the contrary,
the holder of an Incentive Distribution Right shall not be entitled to vote such Incentive Distribution Right on any Partnership
matter except as may otherwise be required by law.


 


“Incentive Distributions”
means any amount of cash distributed to the holders of the Incentive Distribution Rights pursuant to Section 6.3.


 


“Incremental Incentive Distributions”
means, with respect to any newly issued equity securities of the Partnership, the incremental amount of any Incentive Distributions
payable under Section 6.3 based solely upon the amount of distributions paid in respect of such newly issued equity securities.


 


“Indemnified Persons”
has the meaning assigned to such term in Section 7.20(c).


 


“Indemnitee” means
(a) the General Partner, (b) any Departing General Partner, (c) any Person who is or was an Affiliate of the General Partner or
any Departing General Partner, (d) any Person who is or was a member, partner, director, officer, fiduciary or trustee of any Person
which any of the preceding clauses of this definition describes, (e) any Person who is or was serving at the request of the General
Partner or any Departing General Partner or any Affiliate of the General Partner or any Departing General Partner as an officer,
director, member, partner, fiduciary or trustee of another Person (provided, however, that a Person shall not be
an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services), (f) the members of
the Board of Directors, (g) the Officers, and (h) any other Person the Board of Directors designates as an “Indemnitee”
for purposes of this Agreement.


 


“Initial Common Units”
means the Common Units sold in the Initial Offering.


 


“Initial General Partner Interest”
has the meaning set forth in Section 5.1(a).


 


“Initial Limited Partner Interest”
has the meaning set forth in Section 5.1(a).


 


“Initial Limited Partners”
means GasLog and the Underwriters, in each case upon being admitted as Partners to the Partnership in accordance with Section
10.1.


 


“Initial Offering”
means the initial public offering and sale of Common Units to the public, as described in the Registration Statement, including
any Common Units sold pursuant to the exercise of the Over-Allotment Option.


 


“Initial Unit Price”
means (a) with respect to the Common Units and the Subordinated Units, the initial public offering price per Common Unit at which
the Underwriters first offered the Common Units to the public for sale as set forth on the cover page of the



    	11



    	



    

prospectus included as part of the Registration Statement and
first issued at or after the time the Registration Statement first became effective or (b) with respect to any other class or series
of Units, the price per Unit at which such class or series of Units is initially sold by the Partnership, as determined by the
Board of Directors, in each case adjusted as the Board of Directors determines to be appropriate to give effect to any distribution,
subdivision or combination of Units.


 


“Interim Capital Transactions”
means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness
(other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by
any Group Member and sales of debt securities of any Group Member; (b) sales of equity interests of any Group Member (including
the Common Units sold to the Underwriters in the Initial Offering or pursuant to the exercise of the Over-Allotment Option); (c)
sales or other voluntary or involuntary dispositions of any assets of any Group Member (including assets acquired using Investment
Capital Expenditures) other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary
course of business and (ii) sales or other dispositions of assets as part of normal retirements or replacements; (d) capital contributions
received; and (e) corporate reorganizations or restructurings.


 


“Investment Capital Expenditures”
means capital expenditures other than Maintenance and Replacement Capital Expenditures and Expansion Capital Expenditures.


 


“Junior Securities”
has the meaning set forth in Section 16.7(a).


 


“Limited Partner”
means, unless the context otherwise requires, the Organizational Limited Partner, each Initial Limited Partner, each additional
Person that becomes a Limited Partner pursuant to the terms of this Agreement and any Departing General Partner upon the change
of its status from General Partner to Limited Partner pursuant to Section 11.3, in each case, in such Person’s capacity
as a limited partner of the Partnership; provided, however, that when the term “Limited Partner”
is used herein in the context of any vote or other approval, including Articles XIII and XIV, such term shall not,
solely for such purpose, include any holder of an Incentive Distribution Right (solely with respect to its Incentive Distribution
Rights and not with respect to any other Limited Partner Interest held by such Person) except as may otherwise be required by law.
Limited Partners may include custodians, nominees or any other individual or entity in its own or any representative capacity.


 


“Limited Partner Interest”
means the ownership interest of a Limited Partner in the Partnership, which may be evidenced by Common Units, Preference Units,
Subordinated Units, Incentive Distribution Rights or other Partnership Interests or a combination thereof or interest therein,
and includes any and all benefits to which such Limited Partner is entitled as provided in this Agreement, together with all obligations
of such Limited Partner to comply with the terms and provisions of this Agreement; provided, however, that when the
term “Limited Partner Interest” is used herein in the context of any vote or other approval, including Articles
XIII and XIV, such term shall not, solely for such purpose, include any Incentive Distribution Right except as may otherwise
be required by law.



    	12



    	



    

“Liquidation Date”
means (a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses (a)
and (b) of the first sentence of Section 12.2, the date on which the applicable time period during which the holders
of Outstanding Units have the right to elect to continue the business of the Partnership has expired without such an election being
made, and (b) in the case of any other event giving rise to the dissolution of the Partnership, the date on which such event occurs.


 


“Liquidation Event”
means the occurrence of a dissolution or liquidation of the Partnership, whether voluntary or involuntary; provided,
however, that a Liquidation Event shall not precede the Liquidation Date. Neither the sale of all or substantially all of the
property or business of the Partnership nor the consolidation or merger of the Partnership with or into any other Person, individually
or in a series of transactions, shall be deemed a Liquidation Event.


 


“Liquidation Preference”
means, in connection with any distribution in connection with a Liquidation Event pursuant to Section 12.4 and with respect
to any holder of any class or series of Partnership Interests, the amount otherwise payable to such holder in such distribution
with respect to such class or series of Partnership Interests (assuming no limitation on the assets of the Partnership available
for such distribution), including an amount equal to any accrued but unpaid distributions thereon to the date fixed for such payment,
whether or not declared (if the terms of the applicable class or series of Partnership Interests so provide). For avoidance of
doubt, for the foregoing purposes, the Series A Liquidation Preference is the Liquidation Preference with respect to the Series
A Preference Units.


 


“Liquidating Trustee”
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.


 


“Maintenance and Replacement Capital
Expenditures” means cash expenditures (including expenditures for the addition or improvement to, or the replacement
of, the capital assets owned by any Group Member or for the acquisition of existing, or the construction of new, capital assets)
if such expenditure is made to maintain, including over the long term, the operating capacity and/or asset base of the Partnership
Group or the revenue generated by the vessels owned by the Partnership Group. Maintenance and Replacement Capital Expenditures
shall not include Expansion Capital Expenditures or Investment Capital Expenditures. Maintenance and Replacement Capital Expenditures
shall include interest payments (and related fees) on debt incurred and distributions on equity issued, in each case, to finance
the acquisition or the construction of a replacement asset and paid in respect of the period beginning on the date that the Group
Member enters into a binding obligation to acquire or construct a replacement asset and ending on the earlier to occur of the date
that such replacement asset Commences Commercial Service or the date that such replacement asset is abandoned or disposed of. Debt
incurred to pay or equity issued to fund the construction period interest payments, or such construction period distributions on
equity shall also be deemed to be debt incurred or equity issued, as the case may be, to finance the construction of a replacement
asset, and the



    	13



    	



    

Incremental Incentive Distributions paid in respect of such
newly issued equity shall be deemed to be distributions paid on equity issued to finance the construction of a replacement asset.


 


“Marshall Islands 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.


 


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


 


“Minimum Quarterly Distribution”
means $0.375 per Common Unit per Quarter (or with respect to the period commencing on the Closing Date and ending on June 30,
2014, it means the product of $0.375 multiplied by a fraction of which the numerator is the number of days in such period and of
which the denominator is the total number of days in the Quarter in which the Closing Date occurs), subject to adjustment in accordance
with Section 5.10 and Section 6.5.


 


“National Securities Exchange”
means an exchange registered with the Commission under Section 6(a) of the Exchange Act, 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 Partnership upon such contribution or to which such property is subject when contributed, and (b) in the case of any property
distributed to a Partner by the Partnership, the Agreed Value of such property, reduced by any indebtedness either assumed by such
Partner upon such distribution or to which such property is subject at the time of distribution.


 


“Notice of Election to Purchase”
has the meaning assigned to such term in Section 15.1(b).


 


“Officers” has the
meaning assigned to such term in Section 7.8(a).


 


“Omnibus Agreement”
means that Omnibus Agreement, dated as of the Closing Date, among GasLog, the Partnership, the General Partner and the Operating
Company.


 


“Operating Company”
means GasLog Partners Holdings LLC, a Marshall Islands limited liability company, and any successors thereto.


 


“Operating Expenditures”
means all Partnership Group cash expenditures (or the Partnership’s proportionate share of expenditures in the case of Subsidiaries
that are not wholly-owned), including taxes, employee and director compensation, reimbursements of expenses of the General Partner,
repayment of Working Capital Borrowings, debt service payments, capital expenditures, payments made in the ordinary course of business
under any Hedge Contracts (provided, (i) with respect to amounts paid in connection with the initial purchase of any Hedge
Contract, such amounts shall be amortized over the life of the Hedge Contract and (ii) that payments made in connection with the
termination of any Hedge Contract prior to the expiration of its stipulated settlement or termination date shall be included in
Operating Expenditures in



    	14



    	



    

equal quarterly installments over the remaining scheduled life
of such Hedge Contract) and Series A Distributions, subject to the following:


 


(a) deemed repayments of Working
Capital Borrowings deducted from Operating Surplus pursuant to clause (b)(iii) of the definition of Operating Surplus shall
not constitute Operating Expenditures when actually repaid;


 


(b) payments (including prepayments
and prepayment penalties) of principal of and premium on indebtedness other than Working Capital Borrowings shall not constitute
Operating Expenditures; and


 


(c) Operating Expenditures shall
not include (i) Expansion Capital Expenditures, Investment Capital Expenditures or actual Maintenance and Replacement Capital Expenditures,
but shall include Estimated Maintenance and Replacement Capital Expenditures, (ii) payment of transaction expenses (including taxes)
relating to Interim Capital Transactions, (iii) Series A Redemption Payments, (iv) payments made to Series A Holders to purchase
or otherwise acquire Preference Units, or (v) distributions to Partners,


 


where capital expenditures consist of both (y) Maintenance and
Replacement Capital Expenditures and (z) Expansion Capital Expenditures and/or Investment Capital Expenditures, the Board of Directors
(with the concurrence of the Conflicts Committee) shall determine the allocation between the amounts paid for each.


 


“Operating Surplus”
means, with respect to any period ending prior to the Liquidation Date, on a cumulative basis and without duplication:


 


(a) the sum of (i) $19.0 million,
(ii) all cash receipts of the Partnership Group (or the Partnership’s proportionate share of cash receipts in the case of
Subsidiaries that are not wholly-owned) for the period beginning on the Closing Date and ending on the last day of such period,
other than cash receipts from Interim Capital Transactions (excluding return on capital from Investment Capital Expenditures);
provided, that cash receipts from the termination of a Hedge Contract prior to its specified termination date shall be included
in Operating Surplus in equal quarterly installments over the remaining scheduled life of such Hedge Contract, (iii) all cash receipts
of the Partnership Group (or the Partnership’s proportionate share of cash receipts in the case of Subsidiaries that are
not wholly-owned) after the end of such period but on or before the date of determination of Operating Surplus with respect to
such period resulting from Working Capital Borrowings and (iv) the amount of cash distributions paid on equity issued (including
Incremental Incentive Distributions) in connection with the construction of a Capital Improvement or replacement of a capital asset
and paid in respect of the period beginning on the date that the Group Member enters into a binding obligation to commence the
construction of such Capital Improvement or replacement of such capital asset and ending on the earlier to occur of the date that
such Capital Improvement or replacement capital asset Commences Commercial Service or the date that it is abandoned or disposed
of (equity issued to fund the construction period interest payments on debt incurred



    	15



    	



    

(including periodic net payments under related Hedge
Contracts), or construction period distributions on equity issued (including Incremental Incentive Distributions), to finance the
construction of a Capital Improvement or replacement of a capital asset shall also be deemed to be equity issued to finance the
construction of a Capital Improvement or replacement of such capital asset for purposes of this clause (iv)), less


 


(b) the sum of (i) Operating Expenditures
for the period beginning immediately after the Closing Date and ending on the last day of such period, (ii) the amount of cash
reserves (or the Partnership’s proportionate share of cash reserves in the case of Subsidiaries that are not wholly-owned)
established by the Board of Directors to provide funds for future Operating Expenditures, (iii) all Working Capital Borrowings
not repaid within 12 months after having been incurred and (iv) any cash loss realized on disposition of an Investment Capital
Expenditure; provided, however, that disbursements made (including contributions to a Group Member or disbursements
on behalf of a Group Member) or cash reserves established, increased or reduced after the end of such period but on or before the
date of determination of Available Cash with respect to such period shall be deemed to have been made, established, increased or
reduced, for purposes of determining Operating Surplus, within such period if the Board of Directors so determines.


 


Notwithstanding the foregoing, “Operating
Surplus” with respect to the Quarter in which the Liquidation Date occurs and any subsequent Quarter shall equal zero.
Cash receipts from Investment Capital Expenditures shall be treated as cash receipts only to the extent they are a return on capital,
but in no event shall a return of capital be treated as cash receipts.


 


“Opinion of Counsel”
means a written opinion of counsel (who may be regular counsel to the Partnership or the General Partner or any of its Affiliates)
acceptable to the Board of Directors.


 


“Option Closing Date”
means the date or dates on which any Common Units are sold by the Partnership to the Underwriters upon the exercise of the Over-Allotment
Option.


 


“Organizational Limited Partner”
means GasLog Ltd., in its capacity as the organizational limited partner of the Partnership.


 


“Outstanding” means,
with respect to Partnership Interests, all Partnership Interests that are issued by the Partnership and reflected as outstanding
on the Partnership’s books and records as of the date of determination; provided, however, that if at any time
any Person or Group beneficially owns more than 4.9% of the Outstanding Partnership Interests of any class or series then Outstanding
(or would own such percentage in the event this limitation were applied to other Persons or Groups), all Partnership Interests
owned by such Person or Group in excess of such limitation shall not be voted on any matter and shall not be considered to be Outstanding
when sending notices of a meeting of Limited Partners to vote on any matter (unless otherwise required by law), calculating required
votes (except for purposes of nominating a Person for election to the Board of Directors pursuant to Section 7.3), determining
the presence of a quorum or for other similar purposes under this Agreement, except that Partnership Interests



    	16



    	



    

so owned shall be considered to be Outstanding for purposes
of Section 11.1(b)(iv) (such Partnership Interests shall not, however, be treated as a separate class or series of Partnership
Interests for purposes of this Agreement); provided, further, that the foregoing limitation shall not apply to (a)
the General Partner or its Affiliates, (b) any Person or Group who acquired more than 4.9% of any Partnership Interests with the
prior approval of the Board of Directors after considering the potential effects of such approval on the Partnership, except, in
each case, such limitation shall remain applicable with respect to the voting of Common Units in the election of the Elected Directors
as provided in Section 7.2(a)(ii), or (c) with respect to any voting rights thereof, Preference Units.


 


“Over-Allotment Option”
means the over-allotment option granted to the Underwriters pursuant to the Underwriting Agreement.


 


“Parity Securities”
has the meaning set forth in Section 16.7(b).


 


“Partners” means
the General Partner and the Limited Partners.


 


“Partnership” means
GasLog Partners LP, a Marshall Islands limited partnership, and any successors thereto.


 


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


 


“Partnership Interest”
means any class or series of equity interest in the Partnership (but excluding any options, rights, warrants, restricted units
and appreciation rights relating to an equity interest in the Partnership), including Common Units, Preference Units, Subordinated
Units, General Partner Units and Incentive Distribution Rights.


 


“Paying Agent” means
American Stock Transfer & Trust Company, LLC, acting in its capacity as paying agent for the Series A Preference 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 Series A Preference Units, the Partnership shall act in such capacity.


 


“Percentage Interest”
means as of any date of determination (a) as to the General Partner with respect to General Partner Units and as to any Unitholder
with respect to Units (other than Preference Units), the product obtained by multiplying (i) 100% less the percentage applicable
to clause (b) below by (ii) the quotient obtained by dividing (A) the number of Units (other than Preference Units) held
by such Unitholder or the number of General Partner Units held by the General Partner, as the case may be, by (B) the total number
of all Outstanding Units (other than Preference Units) and General Partner Units, and (b) as to the holders of other Partnership
Interests issued by the Partnership in accordance with Section 5.4, the percentage established as a part of such issuance.
The Percentage Interest with respect to an Incentive Distribution Right and to a Preference Unit shall at all times be zero.



    	17



    	



    

“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.


 


“Plan of Conversion”
has the meaning assigned to such term in Section 14.1.


 


“Preference Units”
means a Partnership Interest, designated as a “Preference Unit,” including the Series A Preference Units,
which entitles the holder thereof to a preference with respect to distributions, or as to the distribution of assets upon any Liquidation
Event, over Common Units.


 


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


 


“Purchase Date”
means the date determined by the General Partner as the date for purchase of all Outstanding Limited Partner Interests of a certain
class or series (other than Limited Partner Interests owned by the General Partner and its Affiliates) pursuant to Article XV.


 


“Quarter” means,
unless the context requires otherwise, a fiscal quarter, or, with respect to the first fiscal quarter including the Closing Date,
the portion of such fiscal quarter after the Closing Date, of the Partnership.


 


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


 


“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 Preference 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 Partnership Interests, the Person in whose name any such other Partnership Interest is registered on the books that the
Board of Directors has caused to be kept as of the opening of business on such Business Day (which books may be kept, at the Board
of Directors’ option, by the Transfer Agent).



    	18



    	



    

“Registration Statement”
means the Partnership’s Registration Statement on Form F-1 (Registration No. 333-195109) as it has been or as it may be amended
or supplemented from time to time, filed by the Partnership with the Commission under the Securities Act to register the offering
and sale of the Common Units in the Initial Offering.


 


“Reset MQD” has
the meaning set forth in Section 5.10(e).


 


“Reset Notice” has
the meaning set forth in Section 5.10(b).


 


“Reuters Page LIBOR01”
means the display so designated on the Reuters 3000 Xtra (or such other page as may replace the LIBOR01 page on that service, or
such other service as may be nominated by ICE, or its successor, or such other entity assuming the responsibility of ICE or its
successor in the event ICE or its successor no longer does so, as the successor service, for the purpose of displaying London interbank
offered rates for U.S. dollar deposits).


 


“Second Target Distribution”
means $0.46875 per Unit per Quarter (or, with respect to the period commencing on the Closing Date and ending on June 30, 2014,
it means the product of $0.46875 multiplied by a fraction of which the numerator is equal to the number of days in such period
and of which the denominator is the total number of days in the Quarter in which the Closing Date occurs), subject to adjustment
in accordance with Section 5.10 and Section 6.5.


 


“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 set forth in Section 16.7(c).


 


“Series A Distribution Determination
Date” means the London Business Day immediately preceding the first date of the applicable Series A Distribution
Period.


 


“Series A Distribution Payment
Date” means each March 15, June 15, September 15 and December 15, commencing September 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 a period of time from and including the preceding Series A Distribution Payment Date (other than the initial Series A Distribution
Period, which shall commence on and include the Series A Original Issue Date) to, but excluding, the next Series A Distribution
Payment Date for such Series A Distribution Period.


 


“Series A Distribution Rate”
means, with respect to the Series A Fixed Rate Period, a rate equal to 8.625% per annum of the Stated Series A Liquidation Preference
per Series A Preference Unit and, with respect to the Series A Floating Rate Period, a floating rate equal to the Three-Month LIBOR
Rate plus a spread of  6.31% per annum of the stated Series A Liquidation Preference per Series A Preference Unit.



    	19



    	



    

“Series A Distribution Record
Date” has the meaning set forth in Section 16.3(c).


 


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


 


“Series A Fixed Rate Period”
means the period from and including the Series A Original Issue Date to, but excluding June 15, 2027.


 


“Series A Floating Rate Period”
means the period from and including June 15, 2027.


 


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


 


“Series A Liquidation Preference”
means a liquidation preference for each Series A Preference Unit initially equal to $25.00 per unit, which liquidation preference
shall be subject to (a) increase by the per Series A Preference Unit amount of any accumulated and unpaid distributions (whether
or not such distributions shall have been declared) and (b) decrease upon a distribution in connection with a Liquidation Event
described in Section 16.4 which does not result in payment in full of the liquidation preference of such Series A Preference
Unit.


 


“Series A Original Issue Date”
means May 15, 2017.


 


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


 


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


 


“Series A Redemption Date”
has the meaning set forth in Section 16.6.


 


“Series A Redemption Notice”
has the meaning set forth in Section 16.6(b).


 


“Series A Redemption Price”
has the meaning set forth in Section 16.6(a).


 


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


 


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


 


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


 


“Subordinated Unit”
means a Unit representing a fractional part of the Partnership Interests of all Limited Partners and having the rights and obligations
specified with respect to Subordinated Units in this Agreement. The term “Subordinated Unit” does not



    	20



    	



    

include a Common Unit. A Subordinated Unit that is convertible
into a Common Unit shall not constitute a Common Unit until such conversion occurs.


 


“Subordination Period”
means the period commencing on the Closing Date and ending on the first to occur of the following dates:


 


(a) the second Business Day following
the distribution of Available Cash to Partners pursuant to Section 6.2(a) in respect of any Quarter ending on or after March
31, 2017, in respect of which (i) (A) distributions of Available Cash from Operating Surplus on each of the Outstanding Common
Units, Subordinated Units, General Partner Units and any other Outstanding Units that are senior or equal in right of distribution
to the Subordinated Units equaled or exceeded the sum of the Minimum Quarterly Distribution during each of the three consecutive,
non-overlapping four- Quarter periods immediately preceding such date and (B) the Adjusted Operating Surplus for each of the three
consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly
Distribution on all of the Common Units, Subordinated Units, General Partner Units and any other Units that are senior or equal
in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Weighted Average
Basis with respect to each such period and (ii) there are no Cumulative Common Unit Arrearages; and


 


(b) the date on which the General
Partner is removed as general partner of the Partnership upon the requisite vote by holders of Outstanding Units under circumstances
where Cause does not exist and no Units held by the General Partner and its Affiliates are voted in favor of such removal.


 


“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 this 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 this 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 this definition) of such Person,
or a combination thereof, (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries
(as defined, but excluding subsection (d) of this definition) of such Person, or a combination thereof, directly or indirectly,
at the date of determination, has (i) at least 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 this subsection (d) of this 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



    	21



    	



    

body of such Person, provided, that (A) such Person,
one or more Subsidiaries (as defined, but excluding this subsection (d) of this 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 IFRS, 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) other than with respect to the Operating Company, formed and maintained for the sole purpose of owning or leasing,
operating and chartering vessels 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)(ii).


 


“Third Target Distribution”
means $0.56250 per Unit per Quarter (or, with respect to the period commencing on the Closing Date and ending on June 30, 2014,
it means the product of $0.56250 multiplied by a fraction of which the numerator is equal to the number of days in such period
and of which the denominator is the total number of days in the Quarter in which the Closing Date occurs), subject to adjustment
in accordance with Section 5.10 and Section 6.5.


 


“Three-Month LIBOR Rate”
has the meaning assigned to such term in Section 16.3(b).


 


“Trading Day” means,
for the purpose of determining the Current Market Price of any class or series of Limited Partner Interests, a day on which the
principal National Securities Exchange on which such class or series of Limited Partner Interests is listed or admitted for trading
is open for the transaction of business or, if Limited Partner Interests of a class or series are not listed on any National Securities
Exchange, a day on which banking institutions in New York City generally are open.


 


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


 


“Transfer Agent”
means such bank, trust company or other Person (including the General Partner or one of its Affiliates) as shall be appointed from
time to time by the Partnership to act as registrar and transfer agent for the Common Units and the Preference Units; provided,
however, that if no Transfer Agent is specifically designated for any other Partnership Interests, the Partnership shall
act in such capacity.


 


“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 6, 2014 among the Underwriters, the Partnership, the General Partner, the Operating
Company, and



    	22



    	



    

GasLog, providing for the purchase of Common Units from the
Partnership by such Underwriters in connection with the Initial Offering.


 


“Unit” means a Partnership
Interest that is designated as a “Unit” and shall include Common Units, Preference Units and Subordinated Units,
but shall not include (a) General Partner Units (or the General Partner Interest represented thereby) or (b) the Incentive Distribution
Rights.


 


“Unitholders” means
the holders of Units.


 


“Unit Majority”
means (a) during the Subordination Period, at least (i) a majority of the Outstanding Common Units (excluding Common Units owned
by the General Partner and its Affiliates) voting as a single class and (ii) a majority of the Outstanding Subordinated Units,
voting as a single class, and (b) after the end of the Subordination Period, at least a majority of the Outstanding Common Units,
voting as a single class.


 


“Unit Register”
means the register of the Partnership for the registration and transfer of Limited Partnership Interests as provided in Section
4.5.


 


“Unrecovered Capital”
means at any time, with respect to a Common Unit, the Initial Unit Price less the sum of all distributions constituting Capital
Surplus theretofore made in respect of an Initial Common Unit and any distributions of cash (or the Net Agreed Value of any distributions
in kind) in connection with the dissolution and liquidation of the Partnership theretofore made in respect of an Initial Common
Unit, adjusted as the Board of Directors determines to be appropriate to give effect to any distribution, subdivision or combination
of such Common Units.


 


“Vessel Interests”
means the capital stock and other equity interests in certain of GasLog’s wholly owned Subsidiaries that have interests in
three vessels–the GasLog Shanghai, the GasLog Santiago and the GasLog Sydney.


 


“Volume-Weighted Average Market
Price” means, for a specified period of consecutive Trading Days for the Common Units, an amount equal to (a) the
cumulative sum of the products of (x) the sale price for each trade of Common Units occurring during such period multiplied by
(y) the number of Common Units sold at such price, divided by (b) the total number of Common Units so traded during such period.


 


“Withdrawal Opinion of Counsel”
has the meaning assigned to such term in Section 11.1(b)(i).


 


“Working Capital Borrowings”
means borrowings used solely for working capital purposes or to pay distributions to Partners made pursuant to a credit facility,
commercial paper facility or similar financing arrangement available to a Group Member, provided, that when such borrowing
is incurred it is the intent of the borrower to repay such borrowings within 12 months from the date of such borrowings other than
from additional Working Capital Borrowings.



    	23



    	



    

Section 1.2.     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; (c) the term “include” or “includes” means includes,
without limitation, and “including” means including, without limitation; and (d) the terms “hereof”, “herein”
and “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement. The table
of contents and headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning
or interpretation of this Agreement.


 


ARTICLE
II

ORGANIZATION


 


Section 2.1.     Formation. The General
Partner and the Organizational Limited Partner previously formed the Partnership as a limited partnership pursuant to the provisions
of the Marshall Islands Act and hereby amend and restate the Amended Agreement in its entirety. This amendment and restatement
shall become effective on the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights,
duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination
of the Partnership shall be governed by the Marshall Islands Act. All Partnership Interests shall constitute personal property
of the owner thereof for all purposes and a Partner has no interest in specific Partnership property.


 


Section 2.2.     Name. The name of the
Partnership shall be “GasLog Partners LP”. The Partnership’s business may be conducted under any other name or
names as determined by the Board of Directors. The words “Limited Partnership” or the letters “LP” or similar
words or letters shall be included in the Partnership’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 Partnership at any time and from time to time
in compliance with the requirements of the Marshall Islands Act and shall notify the General Partner and the Limited Partners of
such change in the next regular communication to the Limited Partners.


 


Section 2.3.     Registered Office; Registered
Agent; Principal Office; Other Offices. Unless and until changed by the Board of Directors, the registered office of the Partnership
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 Partnership in The Marshall Islands at such registered office shall
be The Trust Company of The Marshall Islands, Inc. The principal office of the Partnership shall be located at Gildo Pastor Center,
7 Rue du Gabian, MC 98000, Monaco, or such other place as the Board of Directors may from time to time designate by notice to the
General Partner and the Limited Partners. The Partnership 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. The address of the General Partner shall
be at Gildo Pastor Center, 7 Rue du Gabian, MC 98000, Monaco, or such other place as the General Partner may from time to time
designate by notice to the Limited Partners.



    	24



    	



    

Section 2.4.     Purpose and Business.
The purpose and nature of the business to be conducted by the Partnership 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 lawfully may be conducted by a limited partnership organized pursuant to the Marshall Islands Act and, in connection
therewith, to exercise all of the rights and powers conferred upon the Partnership 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.


 


Section 2.5.     Powers. The Partnership
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 Partnership.


 


Section 2.6.     Term. The term of the
Partnership commenced upon the filing of the Certificate of Limited Partnership in accordance with the Marshall Islands Act and
shall continue in existence until the dissolution of the Partnership in accordance with the provisions of Article XII. The
existence of the Partnership as a separate legal entity shall continue until the cancellation of the Certificate of Limited Partnership
as provided in the Marshall Islands Act.


 


Section 2.7.     Title to Partnership Assets.
Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by
the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership
assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General
Partner, one or more of its Affiliates or one or more nominees, as the Board of Directors may determine. The General Partner hereby
declares and warrants that any Partnership assets for which record title is held in the name of the General Partner or one or more
of its Affiliates or one or more nominees shall be held by the General Partner or such Affiliate or nominee for the use and benefit
of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner
shall use commercially reasonable efforts to cause record title to such assets (other than those assets in respect of which the
Board of Directors determines that the expense and difficulty of conveyancing makes transfer of record title to the Partnership
impracticable) to be vested in the Partnership as soon as reasonably practicable; and, provided, further, that, prior
to the withdrawal or removal of the General Partner or as soon thereafter as practicable, the General Partner shall use reasonable
efforts to effect the transfer of record title to the Partnership and, prior to any such transfer, will provide for the use of
such assets in a manner satisfactory to the Board of Directors. All Partnership assets shall be recorded as the property of the
Partnership in its books and records, irrespective of the name in which record title to such Partnership assets is held.



    	25



    	



    

ARTICLE
III

RIGHTS OF LIMITED PARTNERS


 


Section 3.1.     Limitation of Liability.
The Limited Partners shall have no liability under this Agreement except as expressly provided in this Agreement or the Marshall
Islands Act.


 


Section 3.2.     Management of Business.
No Limited Partner, in its capacity as such, shall participate in the operation, management or control (within the meaning of the
Marshall Islands Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power
to sign documents for or otherwise bind the Partnership. Any action taken by any Affiliate of the General Partner or any officer,
director, employee, manager, member, general partner, agent or trustee of the General Partner or any of its Affiliates, or any
officer, director, employee, manager, member, general partner, agent or trustee of a Group Member, in its capacity as such, shall
not be deemed to be participation in the control of the business of the Partnership by a limited partner of the Partnership (within
the meaning of Section 30 of the Marshall Islands Act) and shall not affect, impair or eliminate the limitations on the liability
of the Limited Partners under this Agreement.


 


Section 3.3.     Outside Activities of the
Limited Partners. Subject to the provisions of Section 7.13 and the Omnibus Agreement, which shall continue to be applicable
to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners, each Limited Partner shall
be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership,
including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of
the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.


 


Section 3.4.     Rights of Limited Partners.
(a) In addition to other rights provided by this Agreement or by the Marshall Islands Act, and except as limited by Section
3.4(b), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest
as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited
Partner’s own expense, to:


 


(i)      have furnished to him a
current list of the name and last known business, residence or mailing address of each Partner;


 


(ii)     obtain true and full information
regarding the amount of cash and a description and statement of the Net Agreed Value of any other Capital Contribution by each
Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner;


 


(iii)     have furnished to him
a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto;


 


(iv)     obtain true and full information
regarding the status of the business and financial condition of the Partnership Group; and



    	26



    	



    

(v)     obtain such other information
regarding the affairs of the Partnership as is just and reasonable.


 


(b)     The Board of Directors may keep confidential
from the Limited Partners, for such period of time as the Board of Directors deems reasonable, (i) any information that the Board
of Directors reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the Board
of Directors in good faith believes (A) is not in the best interests of the Partnership Group, (B) could damage the Partnership
Group or its business or (C) that any Group Member is required by law or by agreement with any third party to keep confidential
(other than agreements with Affiliates of the Partnership the primary purpose of which is to circumvent the obligations set forth
in this Section 3.4).


 


ARTICLE
IV

CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS


 


Section 4.1.     Certificates. Partnership
Interests shall be evidenced in certificated and uncertificated form as determined by the Board of Directors. Certificates that
may be issued shall be executed on behalf of the Partnership by the Chairman of the Board of Directors, President, Chief Executive
Officer or any Executive Vice President or Vice President and the Chief Financial Officer or the Secretary or any Assistant Secretary
of the General Partner. If a Transfer Agent has been appointed for a class or series of Partnership Interests, no Certificate for
such class or series of Partnership Interests 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 cause the Partnership to issue Partnership Interests
of such class or series in global form, the Certificate shall be valid upon receipt of a certificate from the Transfer Agent certifying
that the Partnership Interests have been duly registered in accordance with the directions of the Partnership. If Common Units
are evidenced by Certificates, on or after the date on which Subordinated Units are converted into Common Units pursuant to the
terms of Section 5.6, the Record Holders of such Subordinated Units (a) if the Subordinated Units are evidenced by Certificates,
may exchange such Certificates for Certificates evidencing Common Units or (b) if the Subordinated Units are not evidenced by Certificates,
shall be issued Certificates evidencing Common Units.


 


Section 4.2.     Mutilated, Destroyed, Lost
or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent (for Common Units or Preference
Units) or the Partnership (for Partnership Interests other than Common Units or Preference Units), the appropriate Officers on
behalf of the Partnership shall execute, and the Transfer Agent (for Common Units or Preference Units) shall countersign and deliver
in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests as the Certificate so surrendered.


 


(b)     The appropriate Officers on behalf
of the Partnership shall execute and deliver, and the Transfer Agent (for Common Units or Preference Units), as applicable, shall
countersign, a new Certificate in place of any Certificate previously issued, or issue uncertificated Units, if the Record Holder
of the Certificate:



    	27



    	



    

(i)     makes proof by affidavit,
in form and substance satisfactory to the Partnership, that a previously issued Certificate has been lost, destroyed or stolen;


 


(ii)     requests the issuance
of a new Certificate or the issuance of uncertificated Units before the Partnership has notice that the Certificate has been acquired
by a purchaser for value in good faith and without notice of an adverse claim;


 


(iii)     if requested by the Partnership,
delivers to the Partnership a bond, in form and substance satisfactory to the Partnership, with surety or sureties and with fixed
or open penalty as the Board of Directors may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer
Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and


 


(iv)     satisfies any other reasonable
requirements imposed by the Board of Directors.


 


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


 


(c)     As a condition to the issuance of any
new Certificate or uncertificated Units under this Section 4.2, the Partnership may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Transfer Agent) reasonably connected therewith.


 


Section 4.3.     Record Holders. The
Partnership shall be entitled to recognize the Record Holder as the Partner with respect to any Partnership Interest and, accordingly,
shall not be bound to recognize any equitable or other claim to, or interest in, such Partnership Interest on the part of any other
Person, regardless of whether the Partnership 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 Partnership Interests
are listed or admitted to trading. 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 Partnership Interests, as between the Partnership on the one hand, and such other
Persons on the other, such representative Person (a) shall be the Record Holder of such Partnership Interest and (b) shall be bound
by this Agreement and shall have the rights and obligations of a Partner hereunder and as, and to the extent, provided for herein.


 


Section 4.4.     Transfer Generally.
(a) The term “transfer,” when used in this Agreement with respect to a Partnership Interest, shall mean a transaction
(i) by which the General Partner assigns its General Partner Units to another Person or by which a holder of



    	28



    	



    

Incentive Distribution Rights assigns its Incentive Distribution
Rights to another Person, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any
other disposition by law or otherwise or (ii) by which the holder of a Limited Partner Interest (other than an Incentive Distribution
Right) assigns such Limited Partner Interest to another Person who is or becomes a Limited Partner, and includes a sale, assignment,
gift, exchange or any other disposition by law or otherwise, excluding a pledge, encumbrance, hypothecation or mortgage, but including
any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage.


 


(b)     No Partnership Interest shall be transferred,
in whole or in part, except in accordance with the terms and conditions set forth in this Article IV. Any transfer or purported
transfer of a Partnership Interest not made in accordance with this Article IV shall be null and void.


 


(c)     Nothing contained in this Agreement
shall be construed to prevent a disposition by any stockholder, member, partner or other owner of the General Partner of any or
all of the shares of stock, membership interests, partnership interests or other ownership interests in the General Partner, and
the term “transfer” shall not mean any such disposition.


 


Section 4.5.     Registration and Transfer
of Limited Partner Interests. (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register
in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the
Partnership will provide for the registration and transfer of Limited Partner Interests. The Transfer Agent is hereby appointed
registrar and transfer agent for the purpose of registering Common Units and Preference Units and transfers of such Common Units
and Preference Units as herein provided. The Partnership shall not recognize transfers of Certificates evidencing Limited Partner
Interests unless such transfers are effected in the manner described in this Section 4.5. Upon surrender of a Certificate
for registration of transfer of any Limited Partner Interests evidenced by a Certificate, and subject to the provisions of Section
4.5(b), the appropriate Officers on behalf of the Partnership shall execute and deliver, and in the case of Common Units, the
Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required
pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Limited
Partner Interests as was evidenced by the Certificate so surrendered.


 


(b)     If Limited Partner Interests are evidenced
by Certificates, the Partnership shall not recognize any transfer of Limited Partner Interests until the Certificates evidencing
such Limited Partner Interests are surrendered for registration of transfer. No charge shall be imposed by the Partnership for
such transfer; provided, however, that as a condition to the issuance of any new Certificate under this Section
4.5, the Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed with respect thereto.


 


(c)     By acceptance of the transfer of a
Limited Partner Interest in accordance with this Section 4.5 and except as otherwise provided in Section 4.8, each
transferee of a Limited Partner Interest (including any nominee holder or an agent or representative acquiring



    	29



    	



    

such Limited Partner Interests for the account of another Person)
(i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred to such
Person when any such transfer or admission is reflected in the books and records of the Partnership and such Limited Partner becomes
the Record Holder of the Limited Partner Interests so transferred, (ii) shall become bound, and shall be deemed to have agreed
to be bound, by the terms of this Agreement, (iii) represents that the transferee has the capacity, power and authority to enter
into this Agreement and (iv) makes the consents, acknowledgments and waivers contained in this Agreement, all with or without execution
of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall
not constitute an amendment to this Agreement.


 


(d)     Subject to the provisions set forth
in this Article IV and applicable securities laws, Limited Partner Interests shall be freely transferable.


 


(e)     The General Partner and its Affiliates
shall have the right at any time to transfer their Subordinated Units, Common Units (whether issued upon conversion of the Subordinated
Units or otherwise) or any Preference Units to one or more Persons.


 


Section 4.6.     Transfer of the General
Partner’s General Partner Interest. (a) Subject to Section 4.6(c) below, prior to March 31, 2024, the General
Partner shall not transfer all or any part of its General Partner Interest (represented by General Partner Units) to a Person unless
such transfer (i) has been approved by the prior written consent or vote of the holders of at least a majority of the Outstanding
Common Units (excluding Common Units held by the General Partner and its Affiliates) or (ii) is of all, but not less than all,
of its General Partner Interest to (A) an Affiliate of the General Partner (other than an individual) or (B) another Person (other
than an individual) in connection with (y) the merger or consolidation of the General Partner with or into such other Person or
(z) the transfer by the General Partner of all or substantially all of its assets to such other Person.


 


(b)     Subject to Section 4.6(c) below,
on or after March 31, 2024, the General Partner may transfer all or any of its General Partner Interest without Unitholder approval.


 


(c)     Notwithstanding anything herein to
the contrary, no transfer by the General Partner of all or any part of its General Partner Interest to another Person shall be
permitted unless (i) the transferee agrees to assume the rights and duties of the General Partner under this Agreement and to be
bound by the provisions of this Agreement, (ii) the Partnership receives an Opinion of Counsel that such transfer would not result
in the loss of limited liability of any Limited Partner or of any limited partner or member of any other Group Member under the
laws of any such entity’s jurisdiction of formation and (iii) such transferee also agrees to purchase all (or the appropriate
portion thereof, if applicable) of the partnership or membership interest of the General Partner as the general partner or managing
member, if any, of each other Group Member. In the case of a transfer pursuant to and in compliance with this Section 4.6,
the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 10.3, be admitted
to the Partnership as the General Partner immediately prior to the transfer of the General Partner Interest, and the business of
the Partnership shall continue without dissolution.



    	30



    	



    

Section 4.7.     Transfer of Incentive Distribution
Rights. Prior to March 31, 2019, a holder of Incentive Distribution Rights may transfer any or all of the Incentive Distribution
Rights held by such holder without any consent of the Unitholders to (a) an Affiliate of such holder (other than an individual)
or (b) another Person (other than an individual) in connection with (i) the merger or consolidation of such holder of Incentive
Distribution Rights with or into such other Person or (ii) the transfer by such holder of all or substantially all of its assets
to such other Person. Any other transfer of the Incentive Distribution Rights prior to March 31, 2019, shall require the prior
approval of holders of at least a majority of the Outstanding Common Units (excluding Common Units held by GasLog and its Affiliates).
On or after March 31, 2019, any holder of Incentive Distribution Rights may transfer any or all of its Incentive Distribution Rights
without Unitholder approval. Notwithstanding anything herein to the contrary, (a) the transfer of Common Units issued pursuant
to Section 5.10 shall not be treated as a transfer of all or any part of the Incentive Distribution Rights and (b) no transfer
of Incentive Distribution Rights to another Person shall be permitted unless the transferee agrees to be bound by the provisions
of this Agreement. The General Partner and any transferee or transferees of the Incentive Distribution Rights may agree in a separate
instrument as to the General Partner’s exercise of its rights with respect to the Incentive Distribution Rights under Section
11.3.


 


Section 4.8.     Restrictions on Transfers.
(a) Except as provided in Section 4.8(b) below, but notwithstanding the other provisions of this Article IV, no transfer
of any Partnership Interests shall be made if such transfer would (i) violate the then applicable U.S. federal or state securities
laws, laws of the Republic of the Marshall Islands or rules and regulations of the Commission, any state securities commission
or any other governmental authority with jurisdiction over such transfer or (ii) terminate the existence or qualification of the
Partnership or any Group Member under the laws of the jurisdiction of its formation.


 


(b)     Nothing contained in this Article
IV, or elsewhere in this Agreement, shall preclude the settlement of any transactions involving Partnership Interests entered
into through the facilities of any National Securities Exchange on which such Partnership Interests are listed or admitted to trading.


 


ARTICLE
V

CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS


 


Section 5.1.     Contributions Prior to
the Closing Date. In connection with the formation of the Partnership under the Marshall Islands Act, the General Partner made
an initial Capital Contribution in the amount of $20, for a 2% General Partner Interest in the Partnership (the “Initial
General Partner Interest”) and was admitted as the General Partner of the Partnership, and the Organizational Limited
Partner made an initial Capital Contribution in the amount of $980 for a 98% limited partner interest in the Partnership (the “Initial
Limited Partner Interest”) and was admitted as a Limited Partner of the Partnership.


 


Section 5.2.     Initial Unit Issuances;
Tax Election; Initial Contributors and Redemption of Common Units. (a) On the Closing Date, automatically pursuant to this
Agreement and the Contribution Agreement (i) GasLog shall make a Capital Contribution of the Vessel Interests to the Partnership
in exchange for (A) 162,358 Common Units, representing a



    	31



    	



    

0.81% limited partner interest in the Partnership, (B) 9,822,358
Subordinated Units, representing a 49.0% limited partner interest in the Partnership, (C) all of the Incentive Distribution Rights,
(D) a payment of $68.8 million and (E) the right to receive the Deferred Issuance and Distribution, (ii) the Initial Limited Partner
Interest shall be redeemed and (iii) the Initial General Partner Interest shall be converted into 400,913 General Partner Units
(representing a 2.0% interest in the Partnership).


 


(b)     On the Closing Date and pursuant to
the Underwriting Agreement, each Underwriter shall contribute cash to the Partnership in exchange for the issuance by the Partnership
of Common Units to each Underwriter, all as set forth in the Underwriting Agreement.


 


(c)     Upon the exercise, if any, of the Over-Allotment
Option, each Underwriter shall contribute cash to the Partnership in exchange for the issuance by the Partnership of Common Units
to each Underwriter, all as set forth in the Underwriting Agreement.


 


(d)     Effective on or before the Closing
Date, the Partnership shall elect to be treated as an association taxable as a corporation for U.S. federal income tax purposes.


 


(e)     No Limited Partner Interests will be
issued or issuable as of or at the Closing Date other than (i) the Common Units and Subordinated Units issuable pursuant to Section
5.2(a), (ii) any Common Units issued pursuant to the Deferred Issuance and Distribution, (iii) the Common Units issued to the
Underwriters as described in subparagraphs (b) and (c) hereof and (iv) the Incentive Distribution Rights.


 


Section 5.3.     Interest and Withdrawal.
No interest shall be paid by the Partnership on Capital Contributions. No Partner 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 dissolution
of the Partnership 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 Partner shall have priority over any other Partner either as to the return
of Capital Contributions or as to profits, losses or distributions.


 


Section 5.4.     Issuances of Additional
Partnership Interests. (a) Subject to any approvals required by Series A Holders pursuant to Section 16.5(c)(ii), the
Partnership may issue additional Partnership Interests and options, rights, warrants and appreciation rights relating to the Partnership
Interests for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms
and conditions as the Board of Directors shall determine, all without the approval of any Partners.


 


(b)     Each additional Partnership Interest
authorized to be issued by the Partnership pursuant to Section 5.4(a) may be issued in one or more classes, or one or more
series of any such classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes
and series of Partnership Interests), as shall be fixed by the Board of Directors, including (i) the right to share in Partnership
distributions; (ii) the rights upon dissolution and liquidation of the Partnership; (iii) whether, and the terms and conditions



    	32



    	



    

upon which, the Partnership may or shall be required to redeem
the Partnership Interest (including sinking fund provisions); (iv) whether such Partnership Interest is issued with the privilege
of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (v) the terms and conditions upon
which each Partnership Interest will be issued, evidenced by certificates and assigned or transferred; (vi) the method for determining
the Percentage Interest as to such Partnership Interest; and (vii) the right, if any, of each such Partnership Interest to vote
on Partnership matters, including matters relating to the relative rights, preferences and privileges of such Partnership Interest.


 


(c)     The Board of Directors shall take all
actions that it determines to be necessary or appropriate in connection with (i) each issuance of Partnership Interests and options,
rights, warrants and appreciation rights relating to Partnership Interests pursuant to this Section 5.4, including Common
Units issued in connection with the Deferred Issuance and Distribution, (ii) the conversion of the General Partner Interest (represented
by General Partner Units) or any Incentive Distribution Rights into Units pursuant to the terms of this Agreement, (iii) the issuance
of Common Units pursuant to Section 5.10, (iv) the admission of additional Limited Partners and (v) all additional issuances
of Partnership Interests. The Board of Directors shall determine the relative rights, powers and duties of the holders of the Units
or other Partnership Interests being so issued. The Board of Directors shall do all things necessary to comply with the Marshall
Islands Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with
any future issuance of Partnership Interests or in connection with the conversion of the General Partner Interest or any Incentive
Distribution Rights into Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation
or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other
Partnership Interests are listed or admitted to trading.


 


Section 5.5.     Limitations on Issuance
of Additional Partnership Interests. The Partnership may issue an unlimited number of Partnership Interests (or options, rights,
warrants or appreciation rights related thereto) pursuant to Section 5.4 without the approval of the Partners; provided,
however, that no fractional units shall be issued by the Partnership; and provided, further, that without
the approval of the General Partner, the Partnership shall not issue any equity where such issuance (as determined by the Board
of Directors) (a) is not reasonably expected to be accretive to equity within 12 months of issuance or (b) would otherwise have
a material adverse impact on the General Partner, the General Partner Interest or the ability of the Partnership to satisfy the
tests set forth in the definition of Subordination Period.


 


Section 5.6.     Conversion of Subordinated
Units to Common Units. (a) The Subordinated Units shall convert into Common Units on a one-for-one basis upon the expiration
of the Subordination Period.


 


(b)     Notwithstanding any other provision
of this Agreement, the Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in,
and pursuant to the terms of, Section 11.4.



    	33



    	



    

Section 5.7.     Limited Preemptive Right.
(a) Except as provided in this Section 5.7, no Person shall have any preemptive, preferential or other similar right
with respect to the issuance of any Partnership Interest, whether unissued, held in the treasury or hereafter created. The General
Partner shall have the right, which it may from time to time assign in whole or in part to any of its Affiliates, to purchase
Partnership Interests from the Partnership whenever, and on the same terms that, the Partnership issues Partnership Interests
to Persons other than the General Partner and its Affiliates, to the extent necessary to maintain the Percentage Interests of
the General Partner and its Affiliates equal to that which existed immediately prior to the issuance of such Partnership Interests;
provided, however, that the amount of any series of Preference Units issued by the Partnership from time to time
that the General Partner shall have a right to purchase pursuant to Section 5.7 shall equal the product of (a) the aggregate
Percentage Interest of the General Partner and its Affiliates multiplied by (b) the number of such series of Preference Units
so issued.


 


(b)     Upon
the issuance of any additional Limited Partner Interests by the Partnership (other than Common Units issued pursuant to Section
5.2(a), Section 5.2(b) and Section 5.2(c) and Common Units issued in connection with a reset of the
Incentive Distribution target levels or the issuance of Limited Partner Interests upon conversion of outstanding Limited
Partner Interests), the General Partner may, in exchange for a proportionate number of General Partner Units, make additional
Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A)
the General Partner’s Percentage Interest immediately prior to such issuance by (B) 100 less the General
Partner’s Percentage Interest immediately prior to such issuance by (ii) the amount contributed to the Partnership by
the Limited Partners in exchange for such additional Limited Partner Interests. The General Partner shall not be obligated to
make additional Capital Contributions to the Partnership.


 


Section 5.8.     Splits and Combinations.
(a) Subject to Section 5.8(d) and Section 6.5 (dealing with adjustments of distribution levels), the Partnership
may make a Pro Rata distribution of Partnership Interests (other than Series A Preference Units) to all Record Holders of the
same class or series of Partnership Interests or may effect a subdivision or combination of the same class or series of Partnership
Interests so long as, after any such event, each Partner holding such class or series of such Partnership Interests shall have
the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including
those based on the Series A Liquidation Preference or the Stated Series A Unit Liquidation Preference) or stated as a number of
Units are proportionately adjusted, to the extent applicable.


 


(b)     Whenever such a Pro Rata distribution,
subdivision or combination of Partnership Interests is declared, the Board of Directors shall select a Record Date as of which
the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record
Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The Board of Directors also may
cause a firm of independent public accountants selected by it to calculate the number of Partnership Interests to be held by each
Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to
rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.



    	34



    	



    

(c)     Promptly following any such distribution,
subdivision or combination, the Partnership may issue Certificates or uncertificated Partnership Interests to the Record Holders
of Partnership Interests as of the applicable Record Date representing the new number of Partnership Interests held by such Record
Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect
such changes. If any such combination results in a smaller total number of Partnership Interests Outstanding, the Partnership
shall require, as a condition to the delivery to a Record Holder of such new Certificate or uncertificated Partnership Interest,
the surrender of any Certificate held by such Record Holder immediately prior to such Record Date.


 


(d)     The Partnership shall not issue fractional
Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would
result in the issuance of fractional Units but for the provisions of this Section 5.8(d), each fractional Unit shall be
rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).


 


Section 5.9.     Fully Paid and Non-Assessable
Nature of Limited Partner Interests. All Limited Partner Interests issued pursuant to, and in accordance with the requirements
of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such
non- assessability may be affected by the Marshall Islands Act.


 


Section 5.10.     Issuance of Common Units
in Connection with Reset of Incentive Distribution Rights. (a) Subject to the provisions of this Section 5.10, the
holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders
of a majority in interest of the Incentive Distribution Rights) shall have the right, at any time when there are no Subordinated
Units Outstanding and the Partnership has made a distribution pursuant to Section 6.3(b)(v) for each of the four most recently
completed Quarters and the amount of each such distribution did not exceed Adjusted Operating Surplus for such Quarter, to make
an election (the “IDR Reset Election”) to cause the Minimum Quarterly Distribution and the Target Distributions
to be reset in accordance with the provisions of Section 5.10(e) and, in connection therewith, the holder or holders of
the Incentive Distribution Rights will become entitled to receive their respective proportionate shares of a number of Common
Units (“IDR Reset Common Units”) derived by dividing (i) the average of the aggregate amount of cash
distributions made by the Partnership for each of the two full Quarters immediately preceding the giving of the Reset Notice in
respect of the Incentive Distribution Rights by (ii) the average of the cash distributions made by the Partnership in respect
of each Common Unit for each of the two full Quarters immediately preceding the giving of the Reset Notice (the number of Common
Units determined by such quotient is referred to herein as the “Aggregate Quantity of IDR Reset Common Units”).
If at the time of any IDR Reset Election the General Partner and its Affiliates are not the holders of a majority interest of
the Incentive Distribution Rights, then the IDR Reset Election shall be subject to the prior approval of the Board of Directors
that the conditions described in the immediately preceding sentence have been satisfied. Upon the issuance of such IDR Reset Common
Units, the Partnership will issue to the General Partner that number of additional General Partner Units equal to the product
of (i) the quotient obtained by dividing (A) the Percentage Interest of the General Partner immediately prior to such issuance
by (B) a percentage equal to 100% less such Percentage Interest and (ii) the number of such IDR



    	35



    	



    

Reset Common Units, and the General Partner
shall not be obligated to make any additional Capital Contribution to the Partnership in exchange for such issuance. The making
of the IDR Reset Election in the manner specified in Section 5.10(b) shall cause the Minimum Quarterly Distribution and
the Target Distributions to be reset in accordance with the provisions of Section 5.10(c) and, in connection therewith,
the holder or holders of the Incentive Distribution Rights will become entitled to receive IDR Reset Common Units and the General
Partner will become entitled to receive General Partner Units on the basis specified above, without any further approval required
by the General Partner or the Unitholders, at the time specified in Section 5.10(c), unless the IDR Reset Election is rescinded
pursuant to Section 5.10(d).


 


(b)     To exercise the right specified in
Section 5.10(a), the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive
Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall deliver a written notice
(the “Reset Notice”) to the Partnership. Within 10 Business Days after the receipt by the Partnership
of such Reset Notice, the Partnership shall deliver a written notice to the holder or holders of the Incentive Distribution Rights
of the Partnership’s determination of the aggregate number of Common Units that each holder of Incentive Distribution Rights
will be entitled to receive.


 


(c)     The holder or holders of the Incentive
Distribution Rights will be entitled to receive the Aggregate Quantity of IDR Reset Common Units and the General Partner will
become entitled to receive the related additional General Partner Units on the 15th Business Day after receipt by the Partnership
of the Reset Notice, and the Partnership may issue Certificates for the Common Units or uncertificated Partnership Interests to
the holder or holders of the Incentive Distribution Rights.


 


(d)     If the principal National Securities
Exchange upon which the Common Units are then traded has not approved the listing or admission for trading of the Common Units
to be issued pursuant to this Section 5.10 on or before the 30th calendar day following the Partnership’s receipt
of the Reset Notice and such approval is required by the rules and regulations of such National Securities Exchange, then the
holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders
of a majority in interest of the Incentive Distribution Rights) shall have the right to either rescind the IDR Reset Election
or elect to receive other Partnership Interests having such terms as the General Partner may approve, with the approval of the
Conflicts Committee, that will provide (i) the same economic value, in the aggregate, as the Aggregate Quantity of IDR Reset Common
Units would have had at the time of the Partnership’s receipt of the Reset Notice, as determined by the General Partner,
and (ii) for the subsequent conversion (on terms acceptable to the National Securities Exchange upon which the Common Units are
then traded) of such Partnership Interests into Common Units within not more than 12 months following the Partnership’s
receipt of the Reset Notice upon the satisfaction of one or more conditions that are reasonably acceptable to the holder of the
Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority
in interest of the Incentive Distribution Rights).



    	36



    	



    

(e)     The Minimum Quarterly Distribution,
First Target Distribution, Second Target Distribution and Third Target Distribution shall be adjusted at the time of the issuance
of Common Units or other Partnership Interests pursuant to this Section 5.10 such that (i) the Minimum Quarterly Distribution
shall be reset to equal to the average cash distribution amount per Common Unit for the two Quarters immediately prior to the
Partnership’s receipt of the Reset Notice (the “Reset MQD”), (ii) the First Target Distribution
shall be reset to equal 115% of the Reset MQD, (iii) the Second Target Distribution shall be reset to equal 125% of the Reset
MQD and (iv) the Third Target Distribution shall be reset to equal 150% of the Reset MQD.


 


ARTICLE
VI

DISTRIBUTIONS


 


Section 6.1.     Allocations. The
Partnership shall determine its profit or loss and allocate such profit or loss among the Partners in a manner determined appropriate
so as to cause, to the extent possible, a capital account maintained with respect to each Partnership Interest to equal the excess
of (a) the hypothetical distribution that would be paid with respect to such Partnership Interest in the event the Partnership
sold all of its assets for their respective book values (as determined for such purpose), satisfied all outstanding liabilities
(limited, with respect to nonrecourse liabilities, to the book value of the assets securing such liabilities) and distributed
the remaining proceeds in accordance with Section 12.4, over (b) the sum of the outstanding balance of any nonrecourse
liabilities not required to be repaid in the event of such a hypothetical liquidation that are properly allocable to losses or
distributions with respect to such Partnership Interest and the amount (if any) that would be required to be contributed to the
Partnership with respect to such Partnership Interest upon such a hypothetical liquidation; provided that the Partnership may
deviate from the foregoing, as determined necessary or appropriate, for proper administration of the Partnership or otherwise
to preserve or achieve uniformity of the Limited Partner Interests (or any class or classes thereof). For the avoidance of doubt,
the allocations described in this Section 6.1 shall not apply for U.S. federal income tax purposes.


 


Section 6.2.     Requirement and Characterization
of Distributions; Distributions to Record Holders. (a) Within 45 days following the end of each Quarter commencing with the
Quarter ending on June 30, 2014, an amount equal to 100% of Available Cash with respect to such Quarter shall, subject to Section
51 of the Marshall Islands Act, be distributed in accordance with this Article VI by the Partnership to the Partners as
of the Record Date selected by the Board of Directors. All amounts of Available Cash distributed by the Partnership on any date
following the Closing Date from any source shall be deemed to be Operating Surplus until the sum of all amounts of Available Cash
theretofore distributed by the Partnership to the Partners following the Closing Date pursuant to Section 6.3 equals the
Operating Surplus from the Closing Date through the close of the immediately preceding Quarter. Any remaining amounts of Available
Cash distributed by the Partnership on such date shall, except as otherwise provided in Section 6.4, be deemed to be “Capital
Surplus.” Notwithstanding any provision to the contrary contained in this Agreement, the Partnership shall not make
a distribution to any Partner on account of its interest in the Partnership if such distribution would violate the Marshall Islands
Act or any other applicable law. This Section 6.2(a) shall not apply to Preference Units.



    	37



    	



    

(b)     Notwithstanding the first three sentences
of Section 6.2(a), in the event of the dissolution and liquidation of the Partnership, all receipts received during or
after the Quarter in which the Liquidation Date occurs, other than from borrowings described in (a)(ii) of the definition
of Available Cash, shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section
12.4.


 


(c)     Each distribution in respect of a
Partnership Interest shall be paid by the Partnership, directly or through the Transfer Agent or through any other Person or agent,
only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute
full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any
Person who may have an interest in such payment by reason of an assignment or otherwise.


 


Section 6.3.     Distributions of Available
Cash from Operating Surplus. (a) During Subordination Period. Available Cash with respect to any Quarter or portion thereof
within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.2 or Section
6.4 shall, subject to Section 51 of the Marshall Islands Act, be distributed as follows (subject to Section 16.3 in
respect of Series A Preference Units described therein and except as otherwise contemplated by Section 5.4 in respect of
other Partnership Interests issued pursuant thereto):


 


(i)     First, (x) to the
General Partner in accordance with its Percentage Interest and (y) to all the Unitholders holding Common Units, Pro Rata, a percentage
equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common
Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter;


 


(ii)     Second, (x) to the
General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Common Units, Pro Rata, a percentage
equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common
Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage existing with respect to such Quarter;


 


(iii)     Third, (x) to the
General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Subordinated Units, Pro Rata, a
percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of
each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter;


 


(iv)     Fourth, to the General
Partner and all Unitholders in accordance with their respective Percentage Interests, until there has been distributed in respect
of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution
for such Quarter;


 


(v)     Fifth, (A) to the
General Partner in accordance with its Percentage Interest; (B) 13% to the holders of the Incentive Distribution Rights, Pro Rata;
and (C) to



    	38



    	



    

all Unitholders, Pro Rata, a percentage
equal to 100% less the sum of the percentages applicable to subclauses (A) and (B) of this clause (v) until
there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution
over the First Target Distribution for such Quarter;


 


(vi)     Sixth,
(A) to the General Partner in accordance with its Percentage Interest, (B) 23% to the holders of the Incentive Distribution
Rights, Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable
to subclauses (A) and (B) of this subclause (vi), until there has been distributed in respect of each
Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for
such Quarter; and


 


(vii)     Thereafter, (A)
to the General Partner in accordance with its Percentage Interest; (B) 48% to the holders of the Incentive Distribution Rights,
Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses
(A) and (B) of this clause (vii);


 


provided, however, that if the Minimum Quarterly
Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced
to zero pursuant to the second sentence of Section 6.5, the distribution of Available Cash that is deemed to be Operating
Surplus with respect to any Quarter will be made solely in accordance with Section 6.3(a)(vii).


 


(b)     After Subordination Period. Available
Cash with respect to any Quarter after the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions
of Section 6.2 or Section 6.4, shall subject to Section 51 of the Marshall Islands Act, be distributed as follows
(subject to Section 16.3 in respect of Series A Preference Units described therein and except as otherwise required by
Section 5.4(b) in respect of additional Partnership Interests issued pursuant thereto):


 


(i)     First, 100% to the
General Partner and the Unitholders Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount
equal to the Minimum Quarterly Distribution for such Quarter;


 


(ii)     Second, 100% to
the General Partner and the Unitholders Pro Rata, until there has been distributed in respect of each Unit then Outstanding an
amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter;


 


(iii)     Third,
(A) to the General Partner in accordance with its Percentage Interest; (B) 13% to the holders of the Incentive Distribution
Rights, Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable
to subclauses (A) and (B) of this clause (iii), until there has been distributed in respect of each
Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for
such Quarter;



    	39



    	



    

(iv)     Fourth,
(A) to the General Partner in accordance with its Percentage Interest; (B) 23% to the holders of the Incentive Distribution
Rights, Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable
to subclause (A) and (B) of this clause (iv), until there has been distributed in respect of each Unit
then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such
Quarter; and


 


(v)     Thereafter, (A) to
the General Partner in accordance with its Percentage Interest; (B) 48% to the holders of the Incentive Distribution Rights, Pro
Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses
(A) and (B) of this clause (v); provided, however, that if the Minimum Quarterly Distribution,
the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant
to the second sentence of Section 6.5, the distribution of Available Cash that is deemed to be Operating Surplus with respect
to any Quarter will be made solely in accordance with Section 6.3(b)(v).


 


No distributions shall be made with respect
to Preference Units pursuant to this Section 6.3.


 


Section
6.4.     Distributions of Available Cash from Capital Surplus. Available Cash that is deemed
to be Capital Surplus pursuant to the provisions of Section 6.2(a) shall, subject to Section 51 of the Marshall
Islands Act and Section 16.3 in respect of Series A Preference Units, be distributed, unless the provisions of Section
6.2 require otherwise, 100% to the General Partner and the Unitholders (other than the Preference Unitholders) Pro Rata,
until the Minimum Quarterly Distribution is reduced to zero pursuant to the second sentence of Section 6.5. Available
Cash that is deemed to be Capital Surplus shall then be distributed (a) to the General Partner in accordance with its
Percentage Interest and (b) to all Unitholders holding Common Units their Pro Rata share of a percentage equal to 100% less
the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then
Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be distributed as
if it were Operating Surplus and shall be distributed in accordance with Section 6.3.


 


Section 6.5.     Adjustment of Minimum
Quarterly Distribution and Target Distribution Levels. The Minimum Quarterly Distribution, First Target Distribution, Second
Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately
adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or
otherwise) of Units or other Partnership Interests in accordance with Section 5.8. In the event of a distribution of Available
Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution,
Second Target Distribution and Third Target Distribution, shall be reduced in the same proportion that the distribution had to
the fair market value of the Common Units prior to the announcement of the distribution. If the Common Units are publicly traded
on a National Securities Exchange, the fair market value will be the Current



    	40



    	



    

Market Price before the announcement of the
distribution. If the Common Units are not publicly traded, the fair market value will be determined by the Board of Directors.


 


Section 6.6.     Special Provisions Relating
to the Holders of Subordinated Units. Except with respect to the right to vote on or approve matters requiring the vote or
approval of a percentage of the holders of Outstanding Common Units and the right to participate in distributions made with respect
to Common Units, the holder of a Subordinated Unit shall have all of the rights and obligations of a Unitholder holding Common
Units hereunder; provided, however, that immediately upon the conversion of Subordinated Units into Common Units, the Unitholder
holding a Subordinated Unit shall possess all of the rights and obligations of a Unitholder holding Common Units hereunder, including
the right to vote as a Common Unitholder and the right to participate in distributions made with respect to Common Units.


 


Section 6.7.     Special Provisions Relating
to the Holders of Incentive Distribution Rights. Notwithstanding anything to the contrary set forth in this Agreement, the
holders of the Incentive Distribution Rights (a) shall possess the rights and obligations provided in this Agreement with respect
to a Limited Partner pursuant to Articles III and VII and (b) shall not (i) be entitled to vote on any matters requiring
the approval or vote of the holders of Outstanding Units, except as provided by law, or (ii) be entitled to any distributions
other than as provided in Sections 6.3(a)(v), 6.3(a)(vi), 6.3(a)(vii), 6.3(b)(iii), 6.3(b)(iv),
6.3(b)(v), and Section 12.4.


 


ARTICLE
VII

MANAGEMENT AND OPERATION OF BUSINESS


 


Section 7.1.     Management. (a) Except
as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall
be vested exclusively in the Board of Directors and, subject to the direction of the Board of Directors and in accordance with
the provisions of Section 7.8, the Officers. No Limited Partner shall have any management power or control over the business
and affairs of the Partnership. Thus, except as expressly provided in this Agreement, the business and affairs of the Partnership
shall be managed by or under the direction of the Board of Directors, and the day-to-day activities of the Partnership shall be
conducted on the Partnership’s behalf by the Officers. In order to enable the Board of Directors to manage the business
and affairs of the Partnership, the General Partner, except as otherwise expressly provided in this Agreement, hereby irrevocably
delegates to the Board of Directors all management powers over the business and affairs of the Partnership that it may now or
hereafter possess under applicable law. The General Partner further agrees to take any and all action necessary and appropriate,
in the sole discretion of the Board of Directors, to effect any duly authorized actions by the Board of Directors, including executing
or filing any agreements, instruments or certificates, delivering all documents, providing all information and taking or refraining
from taking action as may be necessary or appropriate to achieve the effective delegation of power described in this Section
7.1(a). Each of the Partners and each Person who may acquire an interest in a Partnership Interest hereby approves, consents
to, ratifies and confirms such delegation. The delegation by the General Partner to the Board of Directors of management powers
over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner
to



    	41



    	



    

cease to be a general partner of the Partnership
nor shall it cause the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject
to the liabilities of a general partner of the Partnership.


 


(b)     Notwithstanding
any other provision of this Agreement, any Group Member Agreement, the Marshall Islands Act or any applicable law, rule or
regulation, each of the Partners and each other Person who may acquire an interest in Partnership Interests hereby (i)
approves, consents to, ratifies and confirms the General Partner’s delegation of management powers to the Board of
Directors pursuant to paragraph (a) of this Section 7.1; (ii) approves, ratifies and confirms the execution,
delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Omnibus Agreement, the
Contribution Agreement, any Group Member Agreement of any other Group Member and the other agreements described in or filed
as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement;
(iii) agrees that the General Partner (on behalf of the Partnership) is authorized to execute, deliver and perform the
agreements referred to in clause (ii) of this sentence and the other agreements, acts, transactions and matters
described in or contemplated by the Underwriting Agreement or described in or filed as exhibits to the Registration
Statement, in each case, on behalf of the Partnership without any further act, approval or vote of the Partners or the other
Persons who may acquire an interest in Partnership Interests; and (iv) agrees that the execution, delivery or performance by
the Board of Directors, the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any
agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the
General Partner of the rights accorded pursuant to Article XV) shall not constitute a breach by the Board of Directors
or the General Partner of any duty that the Board of Directors or the General Partner may owe the Partnership or the Limited
Partners or any other Persons under this Agreement (or any other agreements) or of any duty stated or implied by law or
equity.


 


Section 7.2.     Election and Appointment;
Term; Manner of Acting. (a) Subject to Section 7.2(d) and Section 16.5(b), following the 2015 Annual Meeting,
the Board of Directors shall consist of seven individuals, four of whom shall be Appointed Directors and three of whom shall be
Elected Directors. The Elected Directors shall be divided into three classes: Class I, comprising one Elected Director, Class
II, comprising one Elected Director and Class III, comprising one Elected Director; provided that following the addition of one
additional Elected Director resulting from a Surrender Election pursuant to Section 7.2(d), Class III shall comprise two
Elected Directors. Subject to Section 16.5(b), any vacancy among the Appointed Directors shall be filled as if an Appointed
Director had resigned, in accordance with Section 7.6. The successors of the initial members of the Board of Directors
shall be appointed or elected, as the case may be, as follows:


 


(i)     The Appointed Directors
shall be appointed by the General Partner, and subject to Section 16.5(b), each Appointed Director shall hold office until
his successor is duly appointed by the General Partner and qualified or until his earlier death, resignation or removal; and



    	42



    	



    

(ii)     The Class I Elected Director
shall be elected at the 2015 Annual Meeting for a one-year term expiring on the date of the first succeeding Annual Meeting, the
Class II Elected Director shall be elected at the 2015 Annual Meeting for a two-year term expiring on the second succeeding Annual
Meeting and the Class III Elected Director (or, if a Surrender Election has been made, the Class III Elected Directors) shall
be elected at the 2015 Annual Meeting for a three-year term expiring on the third succeeding Annual Meeting, in each case by a
plurality of the votes of the Outstanding Common Units present in person or represented by proxy at the Annual Meeting with each
Outstanding Common Unit having one vote.


 


(b)     Except
as provided in paragraph (a)(ii) above with respect to the Elected Directors elected at the 2015 Annual Meeting or as
provided in paragraphs (d) through (g) below, each member of the Board of Directors appointed or elected, as
the case may be, at an Annual Meeting shall hold office until the third succeeding Annual Meeting and until his successor is
duly elected or appointed, as the case may be, and qualified, or until his earlier death, resignation or removal.


 


(c)     Each member of the Board of Directors
shall have one vote. The vote of the majority of the members of the Board of Directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors. A majority of the number of members of the Board of Directors then in office
shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum
is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a quorum shall be present.


 


(d)     The General Partner shall have the
right, exercisable in its sole discretion at any time, to elect in writing to surrender its right to appoint one Appointed Director
(such election, a “Surrender Election”). If the Surrender Election is made, then in accordance with
and at the times specified in Sections 7.2(e) and (f) below, (i) the number of Appointed Directors shall decrease
from four to three (subject to Section 16.5(b)), and (ii) the number of Elected Directors shall increase from three to
four. The Partnership shall inform the Limited Partners of the date on which the Surrender Election is made within 30 days following
the Surrender Election.


 


(e)     If a Surrender Election is made,
then, unless Section 7.2(f) applies, the additional Elected Director resulting from the Surrender Election shall be elected
at the Annual Meeting next following the Surrender Election. Such Elected Director shall be a Class III Elected Director and shall
hold office until the Annual Meeting at which the Class III Elected Director seat would expire.


 


(f)     If the Surrender Election is made
after the 2015 Annual Meeting, within 90 days following the date of the Surrender Election, the General Partner, the Board of
Directors or the Limited Partners may call a special meeting to be held prior to the next Annual Meeting, in accordance with the
procedures in Section 13.4, for the sole purpose of the Limited Partners electing an additional Elected Director. Such
Elected Director shall be a Class III Elected



    	43



    	



    

Director and shall hold office until the
Annual Meeting at which the Class III Elected Director seat would expire.


 


(g)     On and after the date that an additional
Elected Director is elected in accordance with Section 7.2(e) or (f), only three (or four, if an additional Appointed
Director has been appointed under Section 16.5(b)) Appointed Directors may be in office at any time. If necessary to satisfy
this condition, the General Partner shall, immediately prior to the election of the additional Elected Director and in accordance
with Section 7.4(a)(i), designate the Appointed Director whose term shall terminate upon such election.


 


Section 7.3.     Nominations of Elected
Directors. The Board of Directors shall be entitled to nominate individuals to stand for election as Elected Directors at
an Annual Meeting. In addition, any Limited Partner or Group of Limited Partners that beneficially owns 10% or more of the Outstanding
Common Units shall be entitled to nominate one or more individuals to stand for election as Elected Directors at an Annual Meeting
by providing written notice thereof to the Board of Directors not more than 120 days and not less than 90 days prior to the date
of such Annual Meeting; provided, however, that in the event that the date of the Annual Meeting was not publicly
announced by the Partnership by mail, press release or otherwise more than 100 days prior to the date of such meeting, such notice,
to be timely, must be delivered to the Board of Directors not later than the close of business on the 10th day following the date
on which the date of the Annual Meeting was announced. Such notice shall set forth (a) the name and address of the Limited Partner
or Limited Partners making the nomination or nominations, (b) the number of Common Units beneficially owned by such Limited Partner
or Limited Partners, (c) such information regarding the nominee(s) proposed by the Limited Partner or Limited Partners as would
be required to be included in a proxy statement relating to the solicitation of proxies for the election of directors filed pursuant
to the proxy rules of the Commission had the nominee(s) been nominated or intended to be nominated to the Board of Directors,
(d) the written consent of each nominee to serve as a member of the Board of Directors if so elected and (e) a certification that
such nominee(s) qualify as Elected Directors.


 


Section 7.4.     Removal of Members of
Board of Directors. Members of the Board of Directors may only be removed as follows:


 


(a)     Any Appointed Director may be removed
at any time, (i) without Cause, only by the General Partner and, (ii) with Cause, by (x) the General Partner, (y) by the affirmative
vote of the holders of a majority of the Outstanding Units at a properly called meeting of the Limited Partners or (z) by the
affirmative vote of a majority of the other members of the Board of Directors.


 


(b)     Any Elected Director may be removed
at any time, with Cause, only by the affirmative vote of a majority of the other members of the Board of Directors or at a properly
called meeting of the Limited Partners only by the affirmative vote of the holders of a majority of the Outstanding Common Units.



    	44



    	



    

Section 7.5.     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.


 


Section 7.6.     Vacancies on the Board
of Directors. Vacancies on the Board of Directors may be filled only as follows:


 


(a)     Subject to Section 16.5(b),
if any Appointed Director is removed, resigns or is otherwise unable to serve as a member of the Board of Directors, the General
Partner shall, in its individual capacity, appoint an individual to fill the vacancy.


 


(b)     If any Elected Director is removed,
resigns or is unable to serve as a member of the Board of Directors, the vacancy shall be filled by a majority of the other Elected
Directors then serving.


 


(c)     A director appointed or elected pursuant
to this Section 7.6 to fill a vacancy shall be appointed or elected, as the case may be, for no more than the unexpired
term of his predecessor in office.


 


Section 7.7.     Meetings; Committees;
Chairman. (a) Regular meetings of the Board of Directors shall be held at such times and places as shall be designated from
time to time by resolution of the Board of Directors. Notice of such regular meetings shall not be required. Special meetings
of the Board of Directors may be called by the Chairman of the Board of Directors and shall be called by the Secretary upon the
written request of two members of the Board of Directors, on at least 48 hours prior written notice to the other members. Any
such notice, or waiver thereof, need not state the purpose of such meeting except as may otherwise be required by law. Attendance
of a member of the Board of Directors at a meeting (including pursuant to the penultimate sentence of this Section 7.7(a))
shall constitute a waiver of notice of such meeting, except where such member attends the meeting for the express purpose of objecting
to the transaction of any business on the ground that the meeting is not lawfully called or convened. Any action required or permitted
to be taken at a meeting of the Board of Directors may be taken without a meeting, without prior notice and without a vote if
a consent or consents in writing, setting forth the action so taken, is signed by all the members of the Board of Directors. Members
of the Board of Directors may participate in and hold meetings by means of conference telephone, videoconference or similar communications
equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meetings shall
constitute presence in person at the meeting. The Board of Directors may establish any additional rules governing the conduct
of its meetings that are not inconsistent with the provisions of this Agreement.


 


(b)     The Board of Directors shall appoint
the members of the Audit Committee and the Conflicts Committee. The Audit Committee and the Conflicts Committee shall, in each
case, perform the functions delegated to it pursuant to the terms of this Agreement and such other matters as may be delegated
to it from time to time by resolution of the Board of Directors. The Board of Directors, by a majority of the whole Board of Directors,
may appoint one or more additional committees of the Board of Directors to consist of one or more members of the Board



    	45



    	



    

of Directors, which committee(s) shall have
and may exercise such of the powers and authority of the Board of Directors (including in respect of Section 7.1) with
respect to the management of the business and affairs of the Partnership as may be provided in a resolution of the Board of Directors.
Any committee designated pursuant to this Section 7.7(b) shall choose its own chairman, shall keep regular minutes of its
proceedings and report the same to the Board of Directors when requested, shall fix its own rules or procedures and shall meet
at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of
the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute
a quorum and the affirmative vote of a majority of the members present shall be necessary for the taking of any action. Any action
required or permitted to be taken at a meeting of a committee of the Board of Directors may be taken without a meeting, without
prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by all the members
of the committee of the Board of Directors. Subject to the first sentence of this Section 7.7(b), the Board of Directors
may designate one or more members of the Board of Directors as alternate members of any committee who may replace any absent or
disqualified member at any meeting of such committee. Subject to the first sentence of this Section 7.7(b), in the absence
or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting,
whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in
the place of the absent or disqualified member.


 


(c)     The Appointed Directors may designate
one of the members of the Board of Directors as Chairman of the Board of Directors. The initial Chairman of the Board of Directors
shall be Curtis Anastasio. The Chairman of the Board of Directors, if any, and if present and acting, shall preside at all meetings
of the Board of Directors. In the absence of the Chairman of the Board of Directors, another member of the Board of Directors
chosen by the Appointed Directors shall preside. If, at any time, the Board of Directors consists solely of Elected Directors,
the Board of Directors may designate one of its members as Chairman of the Board of Directors and shall, in the absence of the
Chairman of the Board of Directors at a meeting of the Board of Directors, designate another member of the Board of Directors
to preside at the meeting.


 


Section 7.8.     Officers. (a) The
Board of Directors, as set forth below, shall appoint or designate agents of the Partnership, referred to as “Officers”
of the Partnership as described in this Section 7.8. Such Officers may be employed by any Group Member directly or may
be employed by one or more third parties, including GasLog and its Affiliates, and designated by the Board of Directors to perform
officer functions for the benefit of the Partnership.


 


(b)     The Board of Directors shall appoint
or designate such Officers and agents as may from time to time appear to be necessary or advisable in the conduct of the affairs
of the Partnership, who shall hold such titles, exercise such powers and authority and perform such duties as shall be determined
from time to time by resolution of the Board of Directors. The Officers may include a Chairman of the Board of Directors, an Executive
Vice Chairman or Vice Chairman of the Board of Directors, a Chief Executive Officer, a President, a Chief Financial



    	46



    	



    

Officer, any and all Vice Presidents, a Secretary,
any and all Assistant Secretaries, a Treasurer, any and all Assistant Treasurers and any other Officers appointed or designated
by the Board of Directors pursuant to this Section 7.8. Any person may hold two or more offices.


 


(c)     The Officers, including any Officer
employed by a third party and designated by the Board of Directors to perform officer services for the benefit of the Partnership,
shall be appointed by the Board of Directors at such time and for such terms as the Board of Directors shall determine. Any Officer
may be removed, with or without Cause, only by the Board of Directors. Vacancies in any office may be filled only by the Board
of Directors.


 


(d)     The Board of Directors may grant
powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other Persons.


 


(e)     Unless otherwise provided by resolution
of the Board of Directors, no Officer shall have the power or authority to delegate to any Person such Officer’s rights
and powers as an Officer to manage the business and affairs of the Partnership.


 


Section 7.9.     Compensation of Directors.
The members of the Board of Directors who are not employees of the General Partner or its Affiliates 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 members of the Board of Directors shall be entitled to be reimbursed for out-of-pocket costs and expenses incurred
in the course of their service hereunder.


 


Section 7.10.     Certificate of Limited
Partnership. The General Partner has caused the Certificate of Limited Partnership to be filed with the Registrar of Corporations
of The Marshall Islands as required by the Marshall Islands Act. The General Partner shall use all commercially 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 formation, continuation, qualification and operation of a limited partnership (or a partnership or other entity in which
the limited partners have limited liability) in The Marshall Islands or any other jurisdiction in which the Partnership may elect
to do business or own property. To the extent the Board of Directors determines such action to be necessary or appropriate, the
General Partner shall file or cause to be filed amendments to and restatements of the Certificate of Limited Partnership and do
all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners
have limited liability) under the laws of The Marshall Islands or of any other jurisdiction in which the Partnership may elect
to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before
or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment
thereto to any Limited Partner.


 


Section 7.11.     Restrictions on the
Authority of the Board of Directors and the General Partner. (a) Except as otherwise provided in this Agreement, neither the
Board of Directors nor the General Partner may, without written approval of the specific act by holders of all of the Outstanding
Limited Partner Interests or by other written instrument executed and



    	47



    	



    

delivered by holders of all of the Outstanding
Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement.


 


(b)     Except as provided in Articles
XII and XIV, the Board of Directors may not sell, exchange or otherwise dispose of all or substantially all of the
assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way
of merger, consolidation, other combination or sale of ownership interests in the Partnership’s Subsidiaries) without the
approval of holders of a Unit Majority and the General Partner; provided, however, that this provision shall not
preclude or limit the ability of the Board of Directors to mortgage, pledge, hypothecate or grant a security interest in all or
substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of
the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. The transfer of the General
Partner Interest to and the election of a successor general partner of the Partnership shall be made in accordance with Section
4.6, Section 11.1 and Section 11.2.


 


Section 7.12.     Reimbursement of the
General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the General Partner shall
not be compensated for its services as a general partner or managing member of any Group Member.


 


(b)     The General Partner shall be reimbursed
on a monthly basis, or such other basis as the Board of Directors may determine, for any direct and indirect expenses it incurs
that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus,
incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services
for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall
also include reimbursement for any Common Units purchased to satisfy obligations of the Partnership under any of its equity compensation
plans). The Board of Directors shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant
to this Section 7.12 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant
to Section 7.15.


 


(c)     Subject to the applicable rules and
regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval
of the Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee
benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership
Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership
Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan,
employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates,
in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate
thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The
Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General
Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any



    	48



    	



    

such employee benefit plans, employee programs
or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including
the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates
from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in
accordance with Section 7.12(b). Any and all obligations of the General Partner under any employee benefit plans, employee
programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c) shall constitute obligations
of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Section 11.1
or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant
to Section 4.6.


 


Section 7.13.     Outside Activities.
(a) After the Closing Date, the General Partner, for so long as it is the general partner of the Partnership (i) agrees that its
sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership
or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities
that are ancillary or related thereto (including being a limited partner in the Partnership), (ii) shall not engage in any business
or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner
or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B)
the acquiring, owning or disposing of debt or equity securities in any Group Member and (iii) except to the extent permitted in
the Omnibus Agreement, shall not acquire or own any Five-Year Vessels (as such term is defined in the Omnibus Agreement).


 


(b)     GasLog, the Partnership, the General
Partner and the Operating Company have entered into the Omnibus Agreement, which agreement sets forth certain restrictions on
the ability of GasLog and certain of its Affiliates to acquire, own or operate any Five-Year Vessels (as such term is defined
in the Omnibus Agreement).


 


(c)     Except as specifically restricted
by Section 7.13(a) or the Omnibus Agreement, each Indemnitee (other than the General Partner) shall have the right to engage
in businesses of every type and description and other activities for profit and to engage in and possess an interest in other
business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any
Group Member, independently or with others, including business interests and activities in direct competition with the business
and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed or
implied by law to any Group Member or any Partner. Notwithstanding anything to the contrary in this Agreement, (i) the possessing
of competitive interests and engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance
with the provisions of this Section 7.13 is hereby approved by the Partnership and all Partners and (ii) it shall be deemed
not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of the General Partner
or of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities
in preference to or to the exclusion of the Partnership.



    	49



    	



    

(d)     Notwithstanding anything to the contrary
in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to an Indemnitee (including
the General Partner) and, subject to the terms of Section 7.13(a), Section 7.13(b), Section 7.13(c) and the
Omnibus Agreement, no Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement,
arrangement or other matter that may be an opportunity for the Partnership shall have any duty to communicate or offer such opportunity
to the Partnership, and, subject to the terms of Section 7.13(a), Section 7.13(b), Section 7.13(c) and the
Omnibus Agreement, such Indemnitee (including the General Partner) shall not be liable to the Partnership, to any Limited Partner
or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General
Partner) pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not communicate such
opportunity or information to the Partnership; provided, that such Indemnitee (including the General Partner) does not
engage in such business or activity as a result of using confidential or proprietary information provided by or on behalf of the
Partnership to such Indemnitee (including the General Partner).


 


(e)     The General Partner and each of its
Affiliates may own and acquire Units or other Partnership Interests in addition to those acquired on the Closing Date and, except
as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or other
Partnership Interests acquired by them. The term “Affiliates” as used in this Section 7.13(e) with respect
to the General Partner shall not include any Group Member.


 


Section 7.14.     Loans from the General
Partner; Loans or Contributions from the Partnership or Group Members. (a) The General Partner or any of its Affiliates may
lend to any Group Member, and any Group Member may borrow from the General Partner or any of its Affiliates, funds needed or desired
by the Group Member for such periods of time and in such amounts as the General Partner and the Board of Directors may determine;
provided, however, that in any such case the lending party may not charge the borrowing party interest at a rate
greater than the rate that would be charged the borrowing party or impose terms less favorable to the borrowing party than would
be charged or imposed on the borrowing party by unrelated lenders on comparable loans made on an arms’ length basis (without
reference to the lending party’s financial abilities or guarantees), all as determined by the General Partner and the Board
of Directors. The borrowing party shall reimburse the lending party for any costs (other than any additional interest costs) incurred
by the lending party in connection with the borrowing of such funds. For purposes of this Section 7.14(a) and Section
7.14(b), the term “Group Member” shall include any Affiliate of a Group Member that is controlled
by the Group Member.


 


(b)     The Partnership may lend or contribute
to any Group Member, and any Group Member may borrow from the Partnership, funds on terms and conditions determined by the Board
of Directors. No Group Member may lend funds to the General Partner or any of its Affiliates (other than another Group Member).


 


(c)     No borrowing by any Group Member
or the approval thereof by the General Partner or the Board of Directors shall be deemed to constitute a breach of any duty, expressed
or implied, of the General Partner or its Affiliates or the Board of Directors to the



    	50



    	



    

Partnership or the Limited Partners if the
purpose or effect of such borrowing is directly or indirectly to (i) enable distributions to the General Partner or its Affiliates
(including in their capacities as Limited Partners) to exceed the General Partner’s Percentage Interest of the total amount
distributed to all partners or (ii) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units
into Common Units.


 


Section 7.15.     Indemnification.
(a) To the fullest extent permitted by the Marshall Islands Act but subject to the limitations expressly provided in this Agreement,
all Indemnitees shall be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages,
liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements
or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative
or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason
of its status as an Indemnitee; provided, however, that the Indemnitee shall not be indemnified and held harmless
if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect
of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7.15, the Indemnitee acted in
bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s
conduct was unlawful; and, provided, further, that no indemnification pursuant to this Section 7.15 shall
be available to the General Partner or its Affiliates (other than a Group Member) with respect to its or their obligations incurred
pursuant to the Underwriting Agreement, the Omnibus Agreement or the Contribution Agreement (other than obligations incurred by
the General Partner on behalf of the Partnership). Any indemnification pursuant to this Section 7.15 shall be made only
out of the assets of the Partnership, it being agreed that the General Partner shall not be personally liable for such indemnification
and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate such indemnification.


 


(b)     To the fullest extent permitted by
the Marshall Islands Act, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to
Section 7.15(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the
Partnership prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Partnership of
any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled
to be indemnified as authorized in this Section 7.15.


 


(c)     The indemnification provided by this
Section 7.15 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant
to any vote of the holders of Outstanding Limited Partner Interests, as a matter of law or otherwise, both as to actions in the
Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity (including any capacity under the Underwriting
Agreement), and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of
the heirs, successors, assigns and administrators of the Indemnitee.


 


(d)     The Partnership may purchase and
maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of the Board of Directors and
the



    	51



    	



    

General Partner, its Affiliates and such
other Persons as the Board of Directors shall determine, against any liability that may be asserted against, or expense that may
be incurred by, such Person in connection with the Partnership’s activities or such Person’s activities on behalf
of the Partnership, regardless of whether the Partnership would have the power to indemnify such Person against such liability
under the provisions of this Agreement or law.


 


(e)     For purposes of this Section 7.15,
the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the
performance by the Indemnitee of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to
the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit
plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7.15(a); and action
taken or omitted by the Indemnitee with respect to any employee benefit plan in the performance of its duties for a purpose reasonably
believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose
that is in the best interests of the Partnership.


 


(f)     In no event may an Indemnitee subject
the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.


 


(g)     An Indemnitee shall not be denied
indemnification in whole or in part under this Section 7.15 because the Indemnitee had an interest in the transaction with
respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.


 


(h)     The provisions of this Section
7.15 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to
create any rights for the benefit of any other Persons.


 


(i)     No amendment, modification or repeal
of this Section 7.15 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present
or future Indemnitee to be indemnified by the Partnership, nor the obligations of the Partnership to indemnify any such Indemnitee
under and in accordance with the provisions of this Section 7.15 as in effect immediately prior to such amendment, modification
or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise or be asserted.


 


Section 7.16.     Liability of Indemnitees.
(a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to
the Partnership, the Limited Partners or any other Persons who have acquired Partnership Interests or are otherwise bound by this
Agreement, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been
a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in
question, the Indemnitee committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent,
and (iii) which acts were material to the cause of action so adjudicated.



    	52



    	



    

(b)     Subject to their obligations and
duties as members of the Board of Directors or as the General Partner, respectively, set forth in Section 7.1(a), members
of the Board of Directors and the General Partner may exercise any of the powers granted to them and perform any of the duties
imposed upon them hereunder either directly or by or through its agents, and the members of the Board of Directors and the General
Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors
or the General Partner in good faith.


 


(c)     To the extent that, at law or in
equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to the Partners,
the General Partner and any other Indemnitee acting in connection with the Partnership’s business or affairs shall not be
liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement.


 


(d)     Any amendment, modification or repeal
of this Section 7.16 or any provision hereof shall be prospective only and shall not in any way affect the limitations
on the liability of the Indemnitees under this Section 7.16 as in effect immediately prior to such amendment, modification
or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise or be asserted.


 


Section 7.17.     Resolution of Conflicts
of Interest; Standards of Conduct and Modification of Duties. (a) Unless otherwise expressly provided in this Agreement or
any Group Member Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its
Affiliates, or any member of the Board of Directors, on the one hand, and the Partnership, any Group Member or any Partner, on
the other, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by
all Partners, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated
herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such
conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Outstanding Common Units
(excluding Common Units owned by the General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership
than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership,
taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly
favorable or advantageous to the Partnership). The General Partner and the Board of Directors may but shall not be required in
connection with the resolution of such conflict of interest to seek Special Approval of such resolution, and the General Partner
or the Board of Directors, as the case may be, may also adopt a resolution or course of action that has not received Special Approval.
If Special Approval is sought, then, notwithstanding any other provision of this Agreement or law that would otherwise apply,
(x) the Conflicts Committee will be authorized in connection with its determination of whether to provide Special Approval to
consider any and all factors as it determines to be relevant or appropriate under the circumstances and (y) it will be presumed
that, in making its decision, the Conflicts Committee acted in good faith, and if Special Approval is not sought and the Board
of Directors determines that the resolution or course of action taken with respect to a conflict of interest satisfies either
of



    	53



    	



    

the standards set forth in clauses
(iii) or (iv) above, then it shall be presumed that, in making its decision the Board of Directors, acted in good
faith, and, in either case, in any proceeding brought by any Limited Partner or by or on behalf of such Limited Partner or
any other Limited Partner or the Partnership challenging such approval, the Person bringing or prosecuting such proceeding
shall have the burden of overcoming such presumption. Notwithstanding anything to the contrary in this Agreement or any duty
otherwise existing at law or equity, the existence of the conflicts of interest described in the Registration Statement are
hereby approved by all Partners and shall not constitute a breach of this Agreement or of any duty hereunder or existing at
law, in equity or otherwise.


 


(b)     Whenever the General Partner makes
a determination or takes or declines to take any other action, or any of its Affiliates causes it to do so, in its capacity as
the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member
Agreement or any other agreement contemplated hereby or otherwise, then, unless another express standard is provided for in this
Agreement, the General Partner, or such Affiliates causing it to do so, shall make such determination or take or decline to take
such other action in good faith and shall not be subject to any other or different standards 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. In order for a determination or other action to be in “good faith” for purposes of this Agreement, the
Person or Persons making such determination or taking or declining to take such other action must reasonably believe that the
determination or other action is in the best interests of the Partnership, unless the context otherwise requires.


 


(c)     Whenever the General Partner makes
a determination or takes or declines to take any other action, or any of its Affiliates causes it to do so, in its individual
capacity as opposed to in its capacity as the general partner of the Partnership, whether under this Agreement, any Group Member
Agreement or any other agreement contemplated hereby or otherwise, then the General Partner, or such Affiliates causing it to
do so, are entitled to make such determination or to take or decline to take such other action free of any duty (including any
fiduciary duty) or obligation whatsoever to the Partnership or any Limited Partner, any Record Holder or any other Person bound
by this Agreement, and, to the fullest extent permitted by law, the General Partner, or such Affiliates causing it to do so, 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. By
way of illustration and not of limitation, whenever the phrase, “at the option of the General Partner,” or some variation
of that phrase, is used in this Agreement, it indicates that the General Partner is acting in its individual capacity. For the
avoidance of doubt, whenever the General Partner votes or transfers its Units, General Partner Interest or Incentive Distribution
Rights, if any, to the extent permitted under this Agreement, or refrains from voting or transferring its Units, General Partner
Units or Incentive Distribution Rights, as appropriate, it shall be acting in its individual capacity. The General Partner’s
organizational documents may provide that determinations to take or decline to take any action in its individual, rather than
representative, capacity may or shall be determined by its members, if the General Partner is a limited liability company, stockholders,
if the General Partner is a



    	54



    	



    

corporation, or the members or stockholders
of the General Partner’s general partner, if the General Partner is a limited partnership.


 


(d)     Whenever the Board of Directors makes
a determination or takes or declines to take any other action, whether under this Agreement, any Group Member Agreement or any
other agreement contemplated hereby or otherwise, then, unless another express standard is provided for in this Agreement, the
Board of Directors, shall make such determination or take or decline to take such other action in good faith and shall not be
subject to any other or different standards 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. In order for a determination or other
action to be in “good faith” for purposes of this Agreement, the Person or Persons making such determination or taking
or declining to take such other action must reasonably believe that the determination or other action is in the best interests
of the Partnership, unless the context otherwise requires.


 


(e)     Notwithstanding anything to the contrary
in this Agreement, the General Partner and its Affiliates shall have no duty or obligation, express or implied, to (i) approve
the sale or other disposition of any asset of the Partnership Group (if such approval is required pursuant to Section 7.11(b))
or (ii) permit any Group Member to use any facilities or assets of the General Partner and its Affiliates, except as may be provided
in contracts entered into from time to time specifically dealing with such use. Any determination by the General Partner or any
of its Affiliates to enter into such contracts shall, in each case, be at their option.


 


(f)     Except as expressly set forth in
this Agreement, neither the General Partner nor the Board of Directors or any other Indemnitee shall have any duties or liabilities,
including fiduciary duties, to the Partnership or any Limited Partner and the provisions of this Agreement, to the extent that
they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the Board of Directors
or the General Partner or any other Indemnitee otherwise existing at law or in equity, are agreed by the Partners to replace such
other duties and liabilities of the Board of Directors or the General Partner or such other Indemnitee. Notwithstanding anything
to the contrary, but subject to Section 7.17(c) and without reference to the definition of “good faith” in
Section 7.17(b), neither the General Partner nor the Board of Directors nor any other Indemnitee shall owe any fiduciary
duties to Preference Unit Holders other than the implied duty of good faith and fair dealing.


 


(g)     The Unitholders hereby authorize
the Board of Directors, on behalf of the Partnership as a partner or member of a Group Member, to approve of actions by the general
partner or managing member of such Group Member similar to those actions permitted to be taken by the Board of Directors pursuant
to this Section 7.17.


 


Section 7.18.     Other Matters Concerning
the General Partner and the Board of Directors. (a) The General Partner and the Board of Directors may rely and shall be protected
in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by
the proper party or parties.



    	55



    	



    

(b)     The General Partner and the Board
of Directors may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants
and advisers selected by either of them, and any act taken or omitted to be taken in reliance upon the advice or opinion (including
an Opinion of Counsel) of such Persons as to matters that the General Partner or the Board of Directors reasonably believes to
be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in
good faith and in accordance with such advice or opinion.


 


(c)     The General Partner shall have the
right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers, a duly appointed
attorney or attorneys-in-fact or the duly authorized officers of the Partnership.


 


Section 7.19.     Purchase or Sale of
Partnership Interests. The Board of Directors may cause the Partnership to purchase or otherwise acquire Partnership Interests;
provided, however, that the Board of Directors may not cause any Group Member to purchase Subordinated Units during
the Subordination Period. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not
be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General
Partner may purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject
to the provisions of Articles IV and X.


 


Section 7.20.     Registration Rights
of the General Partner and its Affiliates. (a) If (i) the General Partner or any Affiliate of the General Partner (including
for purposes of this Section 7.20, any Person that is an Affiliate of the General Partner at the date hereof notwithstanding
that it may later cease to be an Affiliate of the General Partner) holds Partnership Interests that it desires to sell and (ii)
Rule 144 of the Securities Act (or any successor rule or regulation to Rule 144) or another exemption from registration is not
available to enable such holder of Partnership Interests (the “Holder”) to dispose of the number of
Partnership Interests it desires to sell at the time it desires to do so without registration under the Securities Act, then at
the option and upon the request of the Holder, the Partnership shall file with the Commission as promptly as practicable after
receiving such request, and use its commercially reasonable efforts to cause to become effective and remain effective for a period
of not less than six months following its effective date or such shorter period as shall terminate when all Partnership Interests
covered by such registration statement have been sold, a registration statement under the Securities Act registering the offering
and sale of the number of Partnership Interests specified by the Holder; provided, however, that the Partnership
shall not be required to effect more than three registrations in total pursuant to this Section 7.20(a), no more than one
of which shall be required to be made at any time that the Partnership is not eligible to use Form F-3 (or a comparable form)
for the registration under the Securities Act of its securities; and, provided, further, that if the Conflicts Committee
determines in good faith that the requested registration would be materially detrimental to the Partnership and its Partners because
such registration would (x) materially interfere with a significant acquisition, merger, disposition, corporate reorganization
or other similar transaction involving the Partnership, (y) require premature disclosure of material information that the Partnership
has a bona fide business purpose for preserving as confidential or (z) render the Partnership unable to comply with requirements
under applicable securities laws, then the Partnership shall have the right to



    	56



    	



    

postpone such requested registration
for a period of not more than six months after receipt of the Holder’s request, such right pursuant to this Section
7.20(a) not to be utilized more than once in any 12-month period. The Partnership shall use its commercially reasonable
efforts to resolve any deferral with respect to any such registration and/or filing. Except as provided in the first sentence
of this Section 7.20(a), the Partnership shall be deemed not to have used all its commercially reasonable efforts to
keep the registration statement effective during the applicable period if it voluntarily takes any action that would result
in Holders of Partnership Interests covered thereby not being able to offer and sell such Partnership Interests at any time
during such period, unless such action is required by applicable law or regulations. In connection with any registration
pursuant to this Section 7.20(a), the Partnership shall (i) promptly prepare and file (A) such documents as may be
necessary to register or qualify the securities subject to such registration under the securities laws of such states as the
Holder shall reasonably request (provided, however, that no such qualification shall be required in any
jurisdiction where, as a result thereof, the Partnership would become subject to general service of process or to taxation or
qualification to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result
of such registration), and (B) such documents as may be necessary to apply for listing or to list the Partnership Interests
subject to such registration on such National Securities Exchange as the Holder shall reasonably request, and (ii) do any and
all other acts and things that may be necessary or appropriate to enable the Holder to consummate a public sale of such
Partnership Interests in such states. Except as set forth in Section 7.20(c), all costs and expenses of any such
registration and offering (other than the underwriting discounts and commissions) shall be paid by the Partnership, without
reimbursement by the Holder.


 


(b)     If the Partnership shall at any time
propose to file a registration statement under the Securities Act for an offering of equity interests of the Partnership for cash
(other than an offering relating solely to an employee benefit plan), the Partnership shall use its commercially reasonable efforts
to include such number or amount of Partnership Interests held by any Holder in such registration statement as the Holder shall
request; provided, however, that the Partnership is not required to make any effort or take any action to so include
the Partnership Interests of the Holder once the registration statement becomes or is declared effective by the Commission, including
any registration statement providing for the offering from time to time of Partnership Interests pursuant to Rule 415 of the Securities
Act. If the proposed offering pursuant to this Section 7.20(b) shall be an underwritten offering, then, in the event that
the managing underwriter or managing underwriters of such offering advise the Partnership and the Holder in writing that in their
opinion the inclusion of all or some of the Holder’s Partnership Interests would adversely and materially affect the success
of the offering, the Partnership shall include in such offering only that number or amount, if any, of Partnership Interests held
by the Holder that, in the opinion of the managing underwriter or managing underwriters, will not so adversely and materially
affect the offering. Except as set forth in Section 7.20(c), all costs and expenses of any such registration and offering
(other than the underwriting discounts and commissions) shall be paid by the Partnership, without reimbursement by the Holder.


 


(c)     If underwriters are engaged in connection
with any registration referred to in this Section 7.20, the Partnership shall provide indemnification, representations,
covenants, opinions and other assurance to the underwriters in form and substance reasonably satisfactory to such underwriters.
Further, in addition to and not in limitation of the Partnership’s obligation



    	57



    	



    

under Section 7.15, the Partnership
shall, to the fullest extent permitted by law, indemnify and hold harmless the Holder, its officers, directors and each Person
who controls the Holder (within the meaning of the Securities Act) and any agent thereof (collectively, “Indemnified
Persons”) from and against any and all losses, claims, demands, actions, causes of action, assessments, damages,
liabilities (joint or several), costs and expenses (including interest, penalties and reasonable attorneys’ fees and disbursements),
resulting to, imposed upon, or incurred by the Indemnified Persons, directly or indirectly, under the Securities Act or otherwise
(hereinafter referred to in this Section 7.20(c) as a “claim” and in the plural as “claims”)
based upon, arising out of or resulting from any untrue statement or alleged untrue statement of any material fact contained in
any registration statement under which any Partnership Interests were registered under the Securities Act or any state securities
or Blue Sky laws, in any preliminary prospectus or issuer free writing prospectus as defined in Rule 433 of the Securities Act
(if used prior to the effective date of such registration statement), or in any summary, free writing or final prospectus or in
any amendment or supplement thereto (if used during the period the Partnership is required to keep the registration statement
current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements made therein not misleading; provided, however, that the
Partnership shall not be liable to any Indemnified Person to the extent that any such claim arises out of, is based upon or results
from an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, such
preliminary, summary, free writing or final prospectus or such amendment or supplement, in reliance upon and in conformity with
written information furnished to the Partnership by or on behalf of such Indemnified Person specifically for use in the preparation
thereof.


 


(d)     The
provisions of Section 7.20(a) and Section 7.20(b) shall continue to be applicable with respect to the General
Partner (and any of the General Partner’s Affiliates) after it ceases to be a general partner of the Partnership,
during a period of two years subsequent to the effective date of such cessation and for so long thereafter as is required for
the Holder to sell all of the Partnership Interests with respect to which it has requested during such two-year period
inclusion in a registration statement otherwise filed or that a registration statement be filed; provided, however,
that the Partnership shall not be required to file successive registration statements covering the same Partnership Interests
for which registration was demanded during such two-year period. The provisions of Section 7.20(c) shall continue in
effect thereafter.


 


(e)     The rights to cause the Partnership
to register Partnership Interests pursuant to this Section 7.20 may be assigned (but only with all related obligations)
by a Holder to a transferee or assignee of such Partnership Interests, provided (i) the Partnership is, within a reasonable
time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the Partnership
Interests with respect to which such registration rights are being assigned, and (ii) such transferee or assignee agrees in writing
to be bound by and subject to the terms set forth in this Section 7.20.


 


(f)     Any request to register Partnership
Interests pursuant to this Section 7.20 shall (i) specify the Partnership Interests intended to be offered and sold by
the Person making the request, (ii) express such Person’s present intent to offer such Partnership Interests for distribution,
(iii) describe the nature or method of the proposed offer and sale of Partnership



    	58



    	



    

Interests, and (iv) contain the undertaking
of such Person to provide all such information and materials and take all action as may be required in order to permit the Partnership
to comply with all applicable requirements in connection with the registration of such Partnership Interests.


 


Section 7.21.     Reliance by Third Parties.
Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume
that the Board of Directors, the General Partner and any Officer authorized by the Board of Directors to act on behalf of and
in the name of the Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets
of the Partnership and to enter into any authorized contracts on behalf of the Partnership, and such Person shall be entitled
to deal with the Board of Directors, the General Partner or any such Officer as if it were the Partnership’s sole party
in interest, both legally and beneficially. Each Limited Partner 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, the General Partner or
any such Officer in connection with any such dealing. In no event shall any Person dealing with the Board of Directors, the General
Partner or any such Officer or its 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, the General Partner or any
such Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership
by the Board of Directors, the General Partner, the Officers or representatives of the General Partner authorized by the General
Partner or the Board of Directors 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 Partnership 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 Partnership.


 


ARTICLE
VIII

BOOKS, RECORDS, ACCOUNTING AND REPORTS


 


Section 8.1.     Records and Accounting.
The Partnership shall keep or cause to be kept at the principal office of the Partnership appropriate books and records with respect
to the Partnership’s business, including all books and records necessary to provide to the Limited Partners any information
required to be provided pursuant to Section 3.4(a) and as otherwise required by the Marshall Islands Act. Any books and
records maintained by or on behalf of the Partnership in the regular course of its business, including the record of the Record
Holders of Units or other Partnership Interests, books of account and records of Partnership 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, however, that the books and records so maintained are convertible into clearly legible written
form within a reasonable period of time. The books of the Partnership shall be maintained, for financial reporting purposes, on
an accrual basis in accordance with IFRS.



    	59



    	



    

Section 8.2.     Fiscal Year. The
fiscal year of the Partnership shall be a fiscal year ending December 31.


 


Section 8.3.     Reports. (a) As soon
as practicable, but in no event later than 120 days after the close of each fiscal year of the Partnership, the Partnership shall
cause to be mailed or made available, by any reasonable means (including posting on or accessible through the Partnership’s
or the Commission’s website), to each Record Holder of a Unit as of a date selected by the Board of Directors, an annual
report containing financial statements of the Partnership for such fiscal year of the Partnership, presented in accordance with
IFRS, including a balance sheet and statements of operations, Partnership equity and cash flows, such statements to be audited
by a firm of independent public accountants selected by the Board of Directors.


 


(b)     As soon as practicable, but in no
event later than 90 days after the close of each Quarter except the last Quarter of each fiscal year, the Partnership shall cause
to be mailed or made available, by any reasonable means (including posting on or accessible through the Partnership’s or
the Commission’s website), to each Record Holder of a Unit, as of a date selected by the Board of Directors, a report containing
unaudited financial statements of the Partnership and such other information as may be required by applicable law, regulation
or rule of any National Securities Exchange on which the Units are listed or admitted to trading, or as the Board of Directors
determines to be necessary or appropriate.


 


ARTICLE
IX

TAX MATTERS


 


Section 9.1.     Tax Elections and Information.
(a) The Partnership is authorized and has elected, effective as of January 23, 2014, to be treated as an association taxable as
a corporation for U.S. federal income tax purposes. Except as otherwise provided herein, the Board of Directors shall determine
whether the Partnership should make any other elections permitted by any applicable tax law.


 


(b)     The tax information reasonably required
by Record Holders for U.S. federal income tax reporting purposes with respect to a calendar taxable year shall be furnished to
them within 90 days of the close of each calendar year.


 


Section 9.2.     Tax Withholding.
Notwithstanding any other provision of this Agreement, the Board of Directors is authorized to take any action that may be required
or advisable to cause the Partnership and other Group Members to comply with any withholding requirements with respect to any
tax established under any U.S. federal, state or local or any non-U.S. law. To the extent that the Partnership is required or
elects to withhold and pay over to any taxing authority any amount with respect to a distribution or payment to or for the benefit
of any Partner, the Board of Directors may treat the amount withheld as a distribution of cash to such Partner in the amount of
such withholding from such Partner.


 


Section 9.3.     Conduct of Operations.
The Board of Directors shall use commercially reasonable efforts to conduct the business of the Partnership and its Affiliates
in a manner that does not require a holder of Common Units or Preference Units to file a tax return in



    	60



    	



    

any jurisdiction with which the holder has
no contact other than through ownership of Common Units or Preference Units.


 


ARTICLE
X

ADMISSION OF PARTNERS


 


Section 10.1.     Admission of Initial
Limited Partners. Upon the issuance by the Partnership of Common Units, Subordinated Units and Incentive Distribution Rights
to the General Partner, GasLog and the Underwriters as described in Section 5.1 and Section 5.2, the Board of Directors
shall admit such parties to the Partnership as Initial Limited Partners in respect of the Common Units, Subordinated Units or
Incentive Distribution Rights issued to them.


 


Section 10.2.     Admission of Additional
Limited Partners. (a) From and after the Closing Date, by acceptance of the transfer of any Limited Partner Interests in accordance
with Article IV or the acceptance of any Limited Partner Interests issued pursuant to Article V or pursuant to a
merger, consolidation or conversion pursuant to Article XIV, each transferee of, or other such Person acquiring, a Limited
Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the
account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests
so transferred or issued to such Person when any such transfer, issuance or admission is reflected in the books and records of
the Partnership and such Limited Partner becomes the Record Holder of the Limited Partner Interests so transferred, (ii) shall
become bound, and shall be deemed to have agreed to be bound, by the terms of this Agreement, (iii) represents that the transferee
or other recipient has the capacity, power and authority to enter into this Agreement and (iv) makes the consents, acknowledgements
and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited
Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may
become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners.
A Person may not become a Limited Partner until such Person acquires a Limited Partner Interest and until such Person is reflected
in the books and records of the Partnership as the Record Holder of such Limited Partner Interest.


 


(b)     The name and mailing address of each
Limited Partner shall be listed on the books and records of the Partnership maintained for such purpose by the Partnership or
the Transfer Agent. The General Partner shall update the books and records of the Partnership from time to time as necessary to
reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). A Limited Partner Interest
may be represented by a Certificate, as provided in Section 4.1.


 


(c)     Any transfer of a Limited Partner
Interest shall not entitle the transferee to receive distributions or to any other rights to which the transferor was entitled
until the transferee becomes a Limited Partner pursuant to Section 10.2(a).



    	61



    	



    

Section
10.3.     Admission of Successor General Partner. A successor General Partner approved
pursuant to Section 11.1 or Section 11.2 or the transferee of or successor to all or part of the General
Partner Interest (represented by General Partner Units) pursuant to Section 4.6 who is proposed to be admitted as a
successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately prior to the
withdrawal or removal of the predecessor or transferring General Partner, pursuant to Section 11.1 or Section
11.2 or the transfer of the General Partner Interest (represented by General Partner Units) pursuant to Section
4.6; provided, however, that no such Person shall be admitted to the Partnership as a successor or
additional General Partner until compliance with the terms of Section 4.6 has occurred and such Person has
executed and delivered such other documents or instruments as may be required to effect such admission.


 


Any such successor or additional General
Partner is hereby authorized to and shall, subject to the terms hereof, carry on the business of the members of the Partnership
Group without dissolution.


 


Section 10.4.     Amendment of Agreement
and Certificate of Limited Partnership. To effect the admission to the Partnership of any Partner, the Board of Directors
shall take all steps necessary or appropriate under the Marshall Islands Act to amend the records of the Partnership 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 Limited Partnership.


 


ARTICLE
XI

WITHDRAWAL OR REMOVAL OF PARTNERS


 


Section 11.1.     Withdrawal of the General
Partner. (a) The General Partner shall be deemed to have withdrawn from the Partnership upon the occurrence of any one of
the following events (each such event herein referred to as an “Event of Withdrawal”):


 


(i)       The General Partner voluntarily
withdraws from the Partnership by giving written notice to the other Partners;


 


(ii)      The General Partner transfers
all of its rights as General Partner pursuant to Section 4.6;


 


(iii)     The General Partner is
removed pursuant to Section 11.2;


 


(iv)     The General Partner (A)
makes a general assignment for the benefit of creditors; (B) files a voluntary petition in bankruptcy; (C) files a voluntary petition
or answer seeking for itself a liquidation, dissolution or similar relief (but not a reorganization) under any law; (D) files
an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the General Partner
in a proceeding of the type described in clauses (A), (B) or (C) of this Section 11.1(a)(iv); or (E)
seeks, consents to or acquiesces in the appointment of a trustee (but not a debtor in possession), receiver or liquidating trustee
of the General Partner or of all or any substantial part of its properties;



    	62



    	



    

(v)     The General Partner is adjudged
bankrupt or insolvent, or has entered against it an order for relief in any bankruptcy or insolvency proceeding;


 


(vi)     (A) in the event the General
Partner is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation
of its charter and the expiration of 90 days after the date of notice to the General Partner of revocation without a reinstatement
of its charter; (B) in the event the General Partner is a partnership or a limited liability company, the dissolution and commencement
of winding up of the General Partner; (C) in the event the General Partner is acting in such capacity by virtue of being a trustee
of a trust, the termination of the trust; (D) in the event the General Partner is a natural person, his death or adjudication
of incompetency; and (E) otherwise in the event of the termination of the General Partner.


 


If an Event of Withdrawal specified in Section 11.1(a)(iv),
11.1(a)(v) or 11.1(a)(vi)(A), 11.1(a)(vi)(B), 11.1(a)(vi)(C) or 11.1(a)(vi)(E) occurs, the
withdrawing General Partner shall give notice to the Limited Partners within 30 days after such occurrence. The Partners hereby
agree that only the Events of Withdrawal described in this Section 11.1 shall result in the withdrawal of the General Partner
from the Partnership.


 


(b)     Withdrawal of the General Partner
from the Partnership upon the occurrence of an Event of Withdrawal shall not constitute a breach of this Agreement under the following
circumstances:


 


(i)     at any time during the period
beginning on the Closing Date and ending at 12:00 midnight, prevailing Eastern Time, on March 31, 2024, the General Partner voluntarily
withdraws by giving at least 90 days’ advance notice of its intention to withdraw to the Limited Partners, such withdrawal
to take effect on the date specified in the notice; provided, however, that prior to the effective date of such
withdrawal, the withdrawal is approved by Unitholders holding at least a majority of the Outstanding Common Units (excluding Common
Units held by the General Partner and its Affiliates) and the General Partner delivers to the Partnership an Opinion of Counsel
(“Withdrawal Opinion of Counsel”) that such withdrawal (following the selection of the successor General
Partner) would not result in the loss of the limited liability of any Limited Partner or any Group Member;


 


(ii)     at any time after 12:00
midnight, prevailing Eastern Time, on March 31, 2024, the General Partner voluntarily withdraws by giving at least 90 days’
advance notice to the Unitholders, such withdrawal to take effect on the date specified in such notice (provided, that,
prior to the effective date of such withdrawal, the General Partner delivers to the Partnership a Withdrawal Opinion of Counsel);


 


(iii)     at any time that the General
Partner ceases to be the General Partner pursuant to Section 11.1(a)(ii) or is removed pursuant to Section 11.2;
or


 


(iv)     notwithstanding clause
(i) of this Section 11.1(b), at any time that the General Partner voluntarily withdraws by giving at least 90 days’
advance notice of its



    	63



    	



    

intention to withdraw to the
Limited Partners, such withdrawal to take effect on the date specified in the notice, if at the time such notice is given one
Person and its Affiliates (other than the General Partner and its Affiliates) own beneficially or of record or control at
least 50% of the Outstanding Units. The withdrawal of the General Partner from the Partnership upon the occurrence of an
Event of Withdrawal shall also constitute the withdrawal of the General Partner as general partner or managing member, if
any, to the extent applicable, of the other Group Members. If the General Partner gives a notice of withdrawal pursuant to Section
11.1(a)(i), the holders of a Unit Majority, may, prior to the effective date of such withdrawal, elect a successor
General Partner. The Person so elected as successor General Partner shall automatically become the successor general partner
or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or
a managing member. If, prior to the effective date of the General Partner’s withdrawal, a successor is not selected by
the Unitholders as provided herein or, if applicable, the Partnership does not receive a Withdrawal Opinion of Counsel, the
Partnership shall be dissolved in accordance with Section 12.1. Any successor General Partner elected in accordance
with the terms of this Section 11.1 shall be subject to the provisions of Section 10.3.


 


Section 11.2.     Removal of the General
Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least 66 2 /3 % of the
Outstanding Common and Subordinated Units (including Common and Subordinated Units held by the General Partner and its Affiliates),
voting as a single class. Any such action by such holders or the Board of Directors for removal of the General Partner must also
provide for the election of a successor General Partner by the majority vote of the Outstanding Common Units and Subordinated
Units, voting together as a single class.


 


Such removal shall be effective immediately
following the admission of a successor General Partner pursuant to Section 10.3. The removal of the General Partner shall
also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable,
of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a
successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant
to Section 10.3, automatically become a successor general partner or managing member, to the extent applicable, of the
other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding
Common and Subordinated Units to remove the General Partner shall not exist or be exercised unless the Partnership has received
an Opinion of Counsel opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected
in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.3.


 


Section 11.3.     Interest of Departing
General Partner and Successor General Partner. (a) In the event of (i) withdrawal of the General Partner under circumstances
where such withdrawal does not violate this Agreement or (ii) removal of the General Partner by the holders of Outstanding Common
and Subordinated Units under circumstances where Cause does not exist, if the successor General Partner is elected in accordance
with the terms of Section 11.1 or Section 11.2, (A) the Departing General Partner shall have the option, exercisable
prior to the



    	64



    	



    

effective date of the departure of such Departing
General Partner, to require its successor to purchase its General Partner Interest (represented by General Partner Units) and
its general partner interest (or equivalent interest), if any, in the other Group Members and its Incentive Distribution Rights,
if any (collectively, the “Combined Interest”), in exchange for an amount in cash equal to the fair
market value of such Combined Interest, such amount to be determined and payable as of the effective date of its departure and
(B) the other holders of the Incentive Distribution Rights shall have the option, exercisable prior to the effective date of the
departure of such Departing General Partner, to require such successor to purchase such holders’ Incentive Distribution
Rights in exchange for an amount in cash equal to the fair market value of such Incentive Distribution Rights, such amount to
be determined and payable as of the effective date of the Departing General Partner’s departure. If the General Partner
is removed by the holders of Outstanding Common and Subordinated Units under circumstances where Cause exists or if the General
Partner withdraws under circumstances where such withdrawal violates this Agreement, and if a successor General Partner is elected
in accordance with the terms of Section 11.1 or Section 11.2 (or if the business of the Partnership is continued
pursuant to Section 12.2 and the successor General Partner is not the former General Partner), such successor shall have
the option, exercisable prior to the effective date of the departure of such Departing General Partner (or, in the event the business
of the Partnership is continued, prior to the date the business of the Partnership is continued), to purchase the Combined Interest
in exchange for an amount in cash equal to such fair market value of such Combined Interest of the Departing General Partner.
In either event, the Departing General Partner shall be entitled to receive all reimbursements due such Departing General Partner
pursuant to Section 7.12, including any employee related liabilities (including severance liabilities), incurred in connection
with the termination of any employees employed by the Departing General Partner or its Affiliates (other than any Group Member)
for the benefit of the Partnership or the other Group Members.


 


For purposes of this Section 11.3(a),
the fair market value of the Departing General Partner’s Combined Interest and the value of the Incentive Distribution Rights
held by holders other than the Departing General Partner shall be determined by agreement between the Departing General Partner
and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s departure,
by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor,
which, in turn, may rely on other experts, and the determination of which shall be conclusive as to such matter. If such parties
cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date
of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent
expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent
expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which
third independent investment banking firm or other independent expert shall determine the fair market value of the Combined Interest
of the Departing General Partner and the value of the Incentive Distribution Rights held by holders other than the Departing General
Partner. In making its determination, such third independent investment banking firm or other independent expert may consider
the then current trading price of Common Units on any National Securities Exchange on which Common Units are then listed or admitted
to trading, the value of the Partnership’s assets,



    	65



    	



    

the rights and obligations of the Departing
General Partner and other factors it may deem relevant.


 


(b)     If the Combined Interest is not purchased
in the manner set forth in Section 11.3(a), the Departing General Partner (or its transferee) shall become a Limited Partner
and its Combined Interest shall be converted into Common Units pursuant to a valuation made by an investment banking firm or other
independent expert selected pursuant to Section 11.3(a), without reduction in such Partnership Interest (but subject to
proportionate dilution by reason of the admission of its successor). Any successor General Partner shall indemnify the Departing
General Partner (or its transferee) as to all debts and liabilities of the Partnership arising on or after the date on which the
Departing General Partner (or its transferee) becomes a Limited Partner. For purposes of this Agreement, conversion of the Combined
Interest of the Departing General Partner to Common Units will be characterized as if the Departing General Partner (or its transferee)
contributed its Combined Interest to the Partnership in exchange for the newly issued Common Units.


 


(c)     If a successor General Partner is
elected in accordance with the terms of Section 11.1 or Section 11.2 (or if the Partnership is continued pursuant
to Section 12.2 and the successor General Partner is not the former General Partner) and the option described in Section
11.3(a) is not exercised by the party entitled to do so, the successor General Partner shall, at the effective date of its
admission to the Partnership, contribute to the Partnership cash in the amount equal to the product of (i) the quotient obtained
by dividing (A) the Percentage Interest of the General Partner Interest of the Departing General Partner by (B) a percentage equal
to 100% less the Percentage Interest of the General Partner Interest of the Departing General Partner and (ii) the Net Agreed
Value of the Partnership’s assets on such date. In such event, such successor General Partner shall, subject to the following
sentence, be entitled to its Percentage Interest of all Partnership allocations and distributions to which the Departing General
Partner was entitled. In addition, the successor General Partner shall cause this Agreement to be amended to reflect that, from
and after the date of such successor General Partner’s admission, the successor General Partner’s interest in all
Partnership distributions and allocations shall be its Percentage Interest.


 


Section 11.4.     Termination of Subordination
Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit Arrearages. Notwithstanding any provision
of this Agreement, if the General Partner is removed as general partner of the Partnership under circumstances where Cause does
not exist and no Units held by the General Partner and its Affiliates are voted in favor of such removal, (a) the Subordination
Period will end and all Subordinated Units will immediately and automatically convert into Common Units on a one-for-one basis,
(b) all Cumulative Common Unit Arrearages on the Common Units will be extinguished, (c) the General Partner will have the right
to convert its General Partner Interest (represented by General Partner Units) and its Incentive Distribution Rights into Common
Units or to receive cash in exchange therefor, as provided in Section 11.3 and (d) the other holders of the Incentive Distribution
Rights will have the right to convert their Incentive Distribution Rights into Common Units or to receive cash in exchange therefor,
as provided in Section 11.3.



    	66



    	



    

Section 11.5.     Withdrawal of Limited
Partners. No Limited Partner shall have any right to withdraw from the Partnership; provided, however, that
when a transferee of a Limited Partner’s Limited Partner Interest becomes a Record Holder of the Limited Partner Interest
so transferred, such transferring Limited Partner shall cease to be a Limited Partner with respect to the Limited Partner Interest
so transferred.


 


ARTICLE
XII

DISSOLUTION AND LIQUIDATION


 


Section 12.1.     Dissolution. The
Partnership shall not be dissolved by the admission of additional Limited Partners or by the admission of a successor or additional
General Partner in accordance with the terms of this Agreement. Upon the removal or withdrawal of the General Partner, if a successor
General Partner is elected pursuant to Section 11.1 or Section 11.2, the Partnership shall not be dissolved and
the Board of Directors shall continue the business of the Partnership. The Partnership shall dissolve, and (subject to Section
12.2) its affairs shall be wound up, upon:


 


(a)     an election to dissolve
the Partnership by the General Partner and our Board of Directors that is approved by the holders of a Unit Majority;


 


(b)     at any time there are no
Limited Partners, unless the Partnership is continued without dissolution in accordance with the Marshall Islands Act;


 


(c)     the entry of a decree of
judicial dissolution of the Partnership pursuant to the provisions of the Marshall Islands Act; or


 


(d)     an Event of Withdrawal of
the General Partner as provided in Section 11.1(a) (other than Section 11.1(a)(ii)), unless a successor is elected
and an Opinion of Counsel is received as provided in Section 11.1(b) or Section 11.2 and such successor is admitted
to the Partnership pursuant to Section 10.3.


 


Section 12.2.     Continuation of the
Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership following an Event of Withdrawal caused
by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or 11.1(a)(iii) and the failure
of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2,
then within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined
in Section 11.1(a)(iv), 11.1(a)(v) or 11.1(a)(vi), then, to the maximum extent permitted by the Marshall
Islands Act, within 180 days thereafter, the holders of a Unit Majority may elect in writing to continue the business of the Partnership
on the same terms and conditions set forth in this Agreement by appointing, effective as of the date of the Event of Withdrawal,
as a successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the
applicable time period as set forth above, the Partnership shall dissolve and conduct only activities necessary to wind up its
affairs. If such an election is so made, then:


 


(i)     the Partnership shall continue
without dissolution unless earlier dissolved in accordance with this Article XII;



    	67



    	



    

(ii)     if the successor General
Partner is not the former General Partner, then the interest of the former General Partner shall be treated in the manner provided
in Section 11.3; and


 


(iii)     the successor General
Partner shall be admitted to the Partnership as General Partner, effective as of the Event of Withdrawal, by agreeing in writing
to be bound by this Agreement; provided, however, that the right of the holders of a Unit Majority to approve a
successor General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised
unless the Partnership has received an Opinion of Counsel that the exercise of the right would not result in the loss of limited
liability of any Limited Partner.


 


Section 12.3.     Liquidating Trustee.
Upon dissolution of the Partnership, unless the business of the Partnership is continued pursuant to Section 12.2, the
Board of Directors shall select one or more Persons to act as Liquidating Trustee. The Liquidating Trustee (if other than the
General Partner) shall be entitled to receive such compensation for its services as may be approved by holders of at least a majority
of the Outstanding Common Units and Subordinated Units, voting as a single class. The Liquidating Trustee (if other than the General
Partner) 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 at least a majority of the Outstanding Common Units and Subordinated Units,
voting as a single class. Upon dissolution, removal or resignation of the Liquidating Trustee, a successor and substitute Liquidating
Trustee (who shall have and succeed to all rights, powers and duties of the original Liquidating Trustee) shall within 30 days
thereafter be approved by the holders of at least a majority of the Outstanding Common Units and Subordinated Units, voting as
a single class. The right to approve a successor or substitute Liquidating Trustee in the manner provided herein shall be deemed
to refer also to any such successor or substitute Liquidating Trustee approved in the manner herein provided. Except as expressly
provided in this Article XII, the Liquidating Trustee 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
and the General Partner 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 7.11(b)) necessary or appropriate
to carry out the duties and functions of the Liquidating Trustee hereunder for and during the period of time required to complete
the winding up and liquidation of the Partnership as provided for herein.


 


Section 12.4.     Liquidation. The
Liquidating Trustee shall proceed to dispose of the assets of the Partnership, discharge its liabilities, and otherwise wind up
its affairs in such manner and over such period as determined by the Liquidating Trustee, subject to the Marshall Islands Act
and the following:


 


(a)     The assets may be disposed of by
public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidating Trustee and such Partner
or Partners may agree. If any property is distributed in kind, the Partner receiving the property shall be deemed for purposes
of Section 12.4(c) to have received cash equal to its fair market value, and contemporaneously therewith, appropriate cash
distributions must be made to the other



    	68



    	



    

Partners. The Liquidating Trustee may defer
liquidation or distribution of the Partnership’s assets for a reasonable time if it determines that an immediate sale or
distribution of all or some of the Partnership’s assets would be impractical or would cause undue loss to the Partners.
The Liquidating Trustee may distribute the Partnership’s assets, in whole or in part, in kind if it determines that a sale
would be impractical or would cause undue loss to the Partners.


 


(b)     The Liquidating Trustee shall first
satisfy the liabilities of the Partnership. Liabilities of the Partnership include amounts owed to the Liquidating Trustee as
compensation for serving in such capacity (subject to the terms of Section 12.3) and amounts to Partners otherwise than
in respect of their distribution rights under Article VI. With respect to any liability that is contingent, conditional
or unmatured or is otherwise not yet due and payable, the Liquidating Trustee shall either settle such claim for such amount as
it deems appropriate or establish a reserve of cash or other assets to provide for its payment. When paid, any unused portion
of the reserve shall be distributed as additional liquidation proceeds.


 


(c)     All property and all cash in excess
of that required to discharge liabilities as provided in this Section 12.4 shall be distributed, subject to Section
16.4 in respect of Series A Preference Units, as follows:


 


(i)     If the Current Market Price
of the Common Units as of the date three trading days prior to the announcement of the proposed liquidation exceeds the Unrecovered
Capital for a Common Unit plus the Cumulative Common Unit Arrearage:


 


(A)     First, (x) to the General
Partner in accordance with its Percentage Interest and (y) to all the Unitholders holding Common Units, Pro Rata, a percentage
equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common
Unit then Outstanding an amount equal to such Current Market Price of a Common Unit;


 


(B)     Second (x) to the General
Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Subordinated Units, Pro Rata, a percentage
equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Subordinated
Unit then Outstanding an amount equal to such Current Market Price of a Common Unit; and


 


(C)     Thereafter (x) to the General
Partner in accordance with its Percentage Interest; (y) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and
(z) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x)
and (y) of this clause (i)(C);


 


(ii)     If the Current Market Price
of the Common Units as of the date three trading days prior to the announcement of the proposed liquidation is equal to or less
than the Unrecovered Capital for a Common Unit plus the Cumulative Common Unit Arrearage:



    	69



    	



    

(A)     First, (x) to the General
Partner in accordance with its Percentage Interest and (y) to all the Unitholders holding Common Units, Pro Rata, a percentage
equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common
Unit then Outstanding an amount equal to the Unrecovered Capital for a Common Unit;


 


(B)     Second, (x) to the General
Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Common Units, Pro Rata, a percentage equal
to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit
then Outstanding an amount equal to the Cumulative Common Unit Arrearage;


 


(C)     Third, (x) to the General
Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Subordinated Units, Pro Rata, a percentage
equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Subordinated
Unit then Outstanding an amount equal to the Unrecovered Capital for a Common Unit (as calculated prior to the distribution specified
in clause (ii)(A) above); and


 


(D)     Thereafter, (x) to the General
Partner in accordance with its Percentage Interest; (y) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and
(z) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x)
and (y) of this clause (ii)(D);


 


Distributions with respect to Series A Preference
Units described in Article XVI in connection with a liquidation or dissolution of the Partnership shall be made pursuant
to Section 16.4, rather than pursuant to clause (i) or (ii) of this Section 12.4(c).


 


Section 12.5.     Cancellation of Certificate
of Limited Partnership. Upon the completion of the distribution of Partnership cash and property as provided in Section
12.4 in connection with the liquidation of the Partnership, the Certificate of Limited Partnership and all qualifications
of the Partnership as a foreign limited partnership in jurisdictions other than the Marshall Islands shall be canceled and such
other actions as may be necessary to terminate the Partnership shall be taken.


 


Section 12.6.     Return of Contributions.
The General Partner shall not be personally liable for, and shall have no obligation to contribute or loan any monies or property
to the Partnership to enable it to effectuate, the return of the Capital Contributions of the Limited Partners or Unitholders,
or any portion thereof, it being expressly understood that any such return shall be made solely from Partnership assets.


 


Section 12.7.     Waiver of Partition.
To the maximum extent permitted by law, each Partner hereby waives any right to partition of the Partnership property.



    	70



    	



    

ARTICLE
XIII

AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE


 


Section 13.1.     Amendments to be Adopted
Without Approval of the Limited Partners or the General Partner. The General Partner and each Limited Partner agree that the
Board of Directors, without the approval of any Limited Partner or, subject to Section 5.5, the General Partner, 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:


 


(a)     a change in the name of
the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or
the registered office of the Partnership;


 


(b)     admission, substitution,
withdrawal or removal of Partners in accordance with this Agreement;


 


(c)     a change that the Board
of Directors determines to be necessary or appropriate to qualify or continue the qualification of the Partnership as a limited
partnership or a partnership in which the Limited Partners have limited liability under the Marshall Islands Act;


 


(d)     subject to Section 16.5,
to the extent applicable, a change that the Board of Directors determines (i) does not adversely affect the rights of the Limited
Partners (including any particular class or series of Partnership Interests as compared to other classes or series of Partnership
Interests) in any material respect, (ii) to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines
contained in any opinion, directive, order, ruling or regulation of any Marshall Islands authority (including the Marshall Islands
Act) or (B) facilitate the trading of the Units or comply with any rule, regulation, guideline or requirement of any National
Securities Exchange on which the Units are or will be listed, or admitted to trading, (iii) to be necessary or appropriate in
connection with action taken by the Board of Directors pursuant to Section 5.8 or (iv) is required to effect the intent
expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this
Agreement;


 


(e)     a change in the fiscal year
or taxable year of the Partnership and any other changes that the Board of Directors determines to be necessary or appropriate
as a result of a change in the fiscal year or taxable year of the Partnership including, if the Board of Directors shall so determine,
a change in the definition of “Quarter” and the dates on which distributions (other than Series A Distributions) are
to be made by the Partnership;


 


(f)     an amendment that is necessary,
in the Opinion of Counsel, to prevent the Partnership, the members of the Board of Directors, or the General Partner or its or
their directors, officers, trustees or agents from in any manner being subjected to the provisions of the U.S. Investment Company
Act of 1940, as amended, the U.S. Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted
under



    	71



    	



    

the U.S. Employee Retirement Income
Security Act of 1974, as amended, regardless of whether such regulations are substantially similar to plan asset regulations currently
applied or proposed by the United States Department of Labor;


 


(g)     subject to Section 16.5,
an amendment that the Board of Directors, and if required by Section 5.5, the General Partner, determines to be necessary
or appropriate in connection with the authorization of issuance of any class or series of Partnership Interests pursuant to Section
5.4;


 


(h)     an amendment that the Board
of Directors determines to be necessary or appropriate for the authorization of additional Partnership Interests or rights to
acquire Partnership Interests, including any amendment that the Board of Directors determines is necessary or appropriate in connection
with:


 


(i)     the adjustments of the Minimum
Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution in connection with
the IDR Reset Election in accordance with Section 5.10;


 


(ii)     the implementation of the
provisions relating to GasLog’s right to reset its Incentive Distribution Rights in exchange for Common Units;


 


(iii)     any modification of the
Incentive Distribution Rights made in connection with the issuance of additional Partnership Interests or rights to acquire Partnership
Interests, provided, that, with respect to this clause (iii), any such modifications to the Incentive Distribution
Rights and the related issuance of Partnership Interests have received Special Approval; or


 


(iv)     any amendment expressly
permitted in this Agreement to be made by the Board of Directors acting alone;


 


(i)     an amendment effected, necessitated
or contemplated by a Merger Agreement approved in accordance with Section 14.3;


 


(j)     an amendment that the Board
of Directors determines to be necessary or appropriate to reflect and account for the formation by the Partnership of, or investment
by the Partnership in, any corporation, partnership, joint venture, limited liability company or other Person, in connection with
the conduct by the Partnership of activities permitted by the terms of Section 2.4;


 


(k)     a conversion, merger or
conveyance pursuant to Section 14.3(d);


 


(l)      an amendment to cure any
ambiguity, defect or inconsistency; or


 


(m)    any other amendments substantially
similar to the foregoing.


 


Section 13.2.     Amendment Procedures.
Except as provided in Section 13.1 and Section 13.3, all amendments to this Agreement shall be made in accordance
with the following



    	72



    	



    

requirements. Amendments to this Agreement
may be proposed only by, or with the written consent of, 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 Partnership or any Limited Partner, any Record Holder or any other Person and,
in declining to propose an amendment, to the fullest extent permitted by applicable law 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, if applicable, 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.


 


Section 13.3.     Amendment Requirements.
(a) Notwithstanding the provisions of Section 13.1 and Section 13.2, no provision of this Agreement that establishes
a percentage of Outstanding Units (including Units deemed owned by the General Partner and its Affiliates) required to take any
action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case
of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such percentage or (ii) in
the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written
consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the
voting requirement sought to be reduced.


 


(b)     Notwithstanding the provisions of
Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner
without its consent, unless such enlargement shall be deemed to have occurred as a result of an amendment approved pursuant to
Section 13.3(c) or (ii) enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way
the amounts distributable, reimbursable or otherwise payable to, the General Partner or any of its Affiliates without its consent,
which consent may be given or withheld at the General Partner’s option.


 


(c)     Except as provided in Section
14.3 and subject to Section 16.5(c)(i) with respect to Series A Preference Units, and without limitation of the Board
of Directors’ authority to adopt amendments to this Agreement without the approval of any Partners as contemplated in Section
13.1, any amendment that would have a material adverse effect on the rights or preferences of any class or series of Partnership
Interests in relation to other classes or series of Partnership Interests must be approved by the holders of not less than a majority
of the Outstanding Partnership Interests of the class or series affected. If the General Partner determines an amendment does
not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests,
as compared to other classes of



    	73



    	



    

Partnership Interests, in any material respect,
such amendment shall only be required to be approved by the adversely affected class or classes.


 


(d)     Notwithstanding any other provision
of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Section 14.3(b),
no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a
single class unless the Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited
liability of any Limited Partner under applicable law.


 


(e)     Except as provided in Section
13.1, this Section 13.3 shall only be amended with the approval of the holders of at least 90% of the Outstanding Units.


 


Section 13.4.     Special Meetings.
All acts of Limited Partners to be taken pursuant to this Agreement shall be taken in the manner provided in this Article XIII.
Special meetings of the Limited Partners may be called by the General Partner, the Board of Directors or by Limited Partners owning
20% or more of the Outstanding Units of the class or classes or series for which a meeting is proposed. Limited Partners shall
call a special meeting by delivering to the Board of Directors one or more requests in writing stating that the signing Limited
Partners wish to call a special meeting and indicating the general or specific purposes for which the special meeting is to be
called, it being understood that the purposes of such special meeting may only be to vote on matters that require the vote of
the Unitholders pursuant to this Agreement. Within 60 days after receipt of such a call from Limited Partners or within such greater
time as may be reasonably necessary for the Partnership 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 Limited Partners 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. Limited Partners shall not vote on matters that would cause the Limited Partners
to be deemed to be taking part in the management and control of the business and affairs of the Partnership so as to jeopardize
the Limited Partners’ limited liability under the Marshall Islands Act or the law of any other jurisdiction in which the
Partnership is qualified to do business.


 


Section 13.5.     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 at least 10 days in advance of such meeting. 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.


 


Section 13.6.     Record Date. For
purposes of determining the Limited Partners entitled to notice of or to vote at a meeting of the Limited Partners 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



    	74



    	



    

Securities Exchange on which the Units are
listed or admitted to trading, in which case the rule, regulation, guideline or requirement of such National Securities Exchange
shall govern) or (b) in the event that approvals are sought without a meeting, the date by which Limited Partners are requested
in writing by the Board of Directors to give such approvals. If the Board of Directors does not set a Record Date, then (a) the
Record Date for determining the Limited Partners entitled to notice of or to vote at a meeting of the Limited Partners shall be
the close of business on the day next preceding the day on which notice is given, and (b) the Record Date for determining the
Limited Partners entitled to give approvals without a meeting shall be the date the first written approval is deposited with the
Partnership in care of the Board of Directors in accordance with Section 13.11.


 


Section 13.7.     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 Partnership 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.


 


Section 13.8.     Waiver of Notice; Approval
of Meeting; Approval of Minutes. The transactions of any meeting of Limited Partners, 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. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except
when the Limited Partner 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.


 


Section 13.9.     Quorum and Voting.
The holders of 331⁄3% of the Outstanding Units of the class, classes or series for which a meeting has been called (including
Outstanding Units deemed owned by the General Partner and its Affiliates) represented in person or by proxy shall constitute a
quorum at a meeting of Limited Partners of such class, classes or series unless any such action by the Limited Partners 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 Limited Partners duly called and held in accordance with this Agreement at which a quorum is present, the act of Limited
Partners 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 Limited Partners, 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 Limited Partners holding Outstanding Units that in the aggregate represent at least such greater or different percentage
shall be required. The Limited Partners 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 Limited Partners to leave less than a quorum, if
any action taken (other than adjournment) is approved by the required



    	75



    	



    

percentage of Outstanding Units specified
in this Agreement (including Outstanding Units deemed owned by the General Partner and its Affiliates). In the absence of a quorum,
any meeting of Limited Partners may be adjourned from time to time by the affirmative vote of holders of at least a majority of
the Outstanding Units entitled to vote at such meeting (including Outstanding Units deemed owned by the General Partner and its
Affiliates) and represented either in person or by proxy, but no other business may be transacted, except as provided in Section
13.7.


 


Section 13.10.     Conduct of a Meeting.
The Board of Directors shall have full power and authority concerning the manner of conducting any meeting of the Limited Partners
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 Chairman
of the Board of Directors shall serve as chairman 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 Partnership 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 Limited Partners 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.


 


Section 13.11.     Action Without a Meeting.
If authorized by the Board of Directors, any action that may be taken at a meeting of the Limited Partners may be taken without
a meeting if an approval in writing setting forth the action so taken is signed by Limited Partners owning not less than the minimum
percentage of the Outstanding Units (including Units deemed owned by the General Partner and its Affiliates) that would be necessary
to authorize or take such action at a meeting at which all the Limited Partners 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
or admitted to trading, in which case the rule, regulation, guideline or requirement of such National Securities Exchange shall
govern). Prompt notice of the taking of action without a meeting shall be given to the Limited Partners who have not approved
the action in writing. The Board of Directors may specify that any written ballot submitted to Limited Partners for the purpose
of taking any action without a meeting shall be returned to the Partnership within the time period, which shall be not less than
20 days, specified by the Board of Directors. If a ballot returned to the Partnership does not vote all of the Units held by the
Limited Partners, the Partnership 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 Limited Partners 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 Partnership 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 Partnership 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 Limited Partners to be deemed to be taking part in the



    	76



    	



    

management and control of the business and
affairs of the Partnership so as to jeopardize the Limited Partners’ limited liability, and (ii) is otherwise permissible
under the applicable statutes then governing the rights, duties and liabilities of the Partnership and the Partners.


 


Section 13.12.     Right to Vote and Related
Matters. (a) Only those Record Holders of the Units on the Record Date set pursuant to Section 13.6 (and also subject
to the limitations contained in the definition of “Outstanding”) shall be entitled to notice of, and to vote at, a
meeting of Limited Partners or to act with respect to matters as to which the holders of the Outstanding Units have the right
to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Outstanding Units shall
be deemed to be references to the votes or acts of the Record Holders of such Outstanding Units.


 


(b)     With respect to Units that are held
for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation, or an agent
of any of the foregoing), in whose name such Units are registered, such other Person shall, in exercising the voting rights in
respect of such Units on any matter, and unless the arrangement between such Persons provides otherwise, vote such Units in favor
of, and at the direction of, the Person who is the beneficial owner, and the Partnership shall be entitled to assume it is so
acting without further inquiry. The provisions of this Section 13.12(b) (as well as all other provisions of this Agreement)
are subject to the provisions of Section 4.3.


 


ARTICLE
XIV

MERGER, CONSOLIDATION OR CONVERSION


 


Section 14.1.     Authority. The Partnership
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)) or convert into any such entity, pursuant to a written agreement of merger or consolidation
(“Merger Agreement”) or a written plan of conversion (“Plan of Conversion”),
as the case may be, in accordance with this Article XIV.


 


Section 14.2.     Procedure for Merger,
Consolidation or Conversion. (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV
requires the approval of the Board of Directors and the prior consent of the General Partner; provided, however,
that, to the fullest extent permitted by law, neither the Board of Directors nor the General Partner shall have a duty or obligation
to consent to any merger, consolidation or conversion of the Partnership and may decline to do so free of any fiduciary duty or
obligation whatsoever to the Partnership or any Limited Partner and, in declining to consent to a merger, consolidation or conversion,
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.


 


(b)     If the Board of Directors and the
General Partner shall determine to consent to the merger, consolidation or conversion, the Board of Directors and the General
Partner shall approve the Merger Agreement, which shall set forth:



    	77



    	



    

(i)      the names and jurisdictions
of formation or organization of each of the business entities proposing to merge or consolidate;


 


(ii)      the name and jurisdiction
of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving
Business Entity”);


 


(iii)     the terms and conditions
of the proposed merger or consolidation;


 


(iv)     the manner and basis of
exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests,
rights, securities or obligations of the Surviving Business Entity; and (A) if any interests, securities or rights of any constituent
business entity are not to be exchanged or converted solely for, or into, cash, property or interests, rights, securities or obligations
of the Surviving Business Entity, the cash, property or interests, rights, securities or obligations of any general or limited
partnership, corporation, trust, limited liability company, unincorporated business or other Person (other than the Surviving
Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion
of their interests, securities or rights, and (B) in the case of securities represented by certificates, upon the surrender of
such certificates, which cash, property or interests, rights, securities or obligations of the Surviving Business Entity or any
general or limited partnership, corporation, trust, limited liability company, unincorporated business or other Person (other
than the Surviving Business Entity), or evidences thereof, are to be delivered;


 


(v)     a statement of any changes
in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles
of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document)
of the Surviving Business Entity to be effected by such merger or consolidation;


 


(vi)     the effective time of the
merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 or a later date specified
in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be
later than the date of the filing of such certificate of merger, the effective time shall be fixed at a date or time certain at
or prior to the time of the filing of such certificate of merger and stated therein); and


 


(vii)     such other provisions
with respect to the proposed merger or consolidation that the Board of Directors and the General Partner determine to be necessary
or appropriate.


 


(c)     If the Board of Directors and the
General Partner shall determine to consent to the conversion the Board of Directors and the General Partner shall approve the
Plan of Conversion, which shall set forth:


 


(i)     the name of the converting
entity and the converted entity;



    	78



    	



    

(ii)     a statement that the Partnership
is continuing its existence in the organizational form of the converted entity;


 


(iii)     a statement as to the
type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to
be incorporated, formed or organized;


 


(iv)     the manner and basis of
exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests,
rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities;


 


(v)      in an attachment or exhibit,
the certificate of limited partnership of the Partnership;


 


(vi)     in an attachment or exhibit,
the certificate of limited partnership, certificate of formation, articles of incorporation, or other organizational documents
of the converted entity;


 


(vii)     the effective time of
the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable
in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the
date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain and stated in such
articles of conversion); and


 


(viii)     such other provisions
with respect to the proposed conversion the Board of Directors and the General Partner determines to be necessary or appropriate.


 


Section 14.3.     Approval by Limited
Partners of Merger, Consolidation or Conversion. (a) Except as provided in Section 14.3(d) and 14.3(e), the
Board of Directors, upon its and the General Partner’s approval of the Merger Agreement or the Plan of Conversion, as the
case may be, shall direct that the Merger Agreement or the Plan of Conversion and the merger, consolidation or conversion contemplated
thereby, as applicable, be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either
case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement or the Plan of Conversion,
as the case may be, shall be included in or enclosed with the notice of a special meeting or the written consent.


 


(b)     Except as provided in Section
14.3(d) and 14.3(e), the Merger Agreement or Plan of Conversion, as the case may be, shall be approved upon receiving
the affirmative vote or consent of the holders of a Unit Majority.


 


(c)     Except as provided in Section
14.3(d) and 14.3(e), after such approval by vote or consent of the Limited Partners, and at any time prior to the filing
of the certificate of merger or certificate of conversion pursuant to Section 14.4, the merger, consolidation or conversion
may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or Plan of Conversion, as the case
may be.



    	79



    	



    

(d)     Notwithstanding anything else contained
in this Article XIV or in this Agreement, the Board of Directors is permitted, without Limited Partner approval, to convert
the Partnership or any Group Member into a new limited liability entity, to merge the Partnership or any Group Member into, or
convey all of the Partnership’s assets to, another limited liability entity which shall be newly formed and shall have no
assets, liabilities or operations at the time of such conversion, merger or conveyance other than those it receives from the Partnership
or other Group Member if (i) the Board of Directors has received an Opinion of Counsel that the conversion, merger or conveyance,
as the case may be, would not result in the loss of the limited liability of any Limited Partner, (ii) the sole purpose of such
conversion, merger or conveyance is to effect a mere change in the legal form of the Partnership into another limited liability
entity and (iii) the governing instruments of the new entity provide the Limited Partners, the General Partner and the Board of
Directors with the same rights and obligations as are herein contained.


 


(e)     Additionally, notwithstanding anything
else contained in this Article XIV or in this Agreement, the Board of Directors, with the prior consent of the General Partner,
is permitted, without Limited Partner approval, to merge or consolidate the Partnership with or into another entity if (i) the
Board of Directors has received an Opinion of Counsel that the merger or consolidation, as the case may be, would not result in
the loss of the limited liability of any Limited Partner, (ii) the merger or consolidation would not result in an amendment to
this Agreement, other than any amendments that could be adopted pursuant to Section 13.1, (iii) the Partnership is the Surviving
Business Entity in such merger or consolidation, (iv) each Unit outstanding immediately prior to the effective date of the merger
or consolidation is to be an identical Unit of the Partnership after the effective date of the merger or consolidation, and (v)
the number of Partnership Interests to be issued by the Partnership in such merger or consolidation does not exceed 20% of the
Partnership Interests Outstanding immediately prior to the effective date of such merger or consolidation.


 


Section 14.4.     Certificate
of Merger or Conversion. Upon the required approval by the Board of Directors, the General Partner and the Unitholders of a
Merger Agreement or Plan of Conversion, as the case may be, a certificate of merger or conversion, as applicable, shall be executed
and filed in conformity with the requirements of the Marshall Islands Act.


 


Section 14.5.     Amendment
of Partnership Agreement. Pursuant to Section 20(2) of the Marshall Islands Act, an agreement of merger or consolidation approved
in accordance with Section 20(2) of the Marshall Islands Act may (a) effect any amendment to this Agreement or (b) effect the adoption
of a new partnership agreement for a limited partnership 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.


 


Section 14.6.     Effect
of Merger, Consolidation or Conversion. (a) At the effective time of the certificate of merger:


 


(i)     all
of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real,
personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to
each of those business entities, shall be vested in the Surviving Business Entity and after



    	80



    	



    

the merger or consolidation shall
be the property of the Surviving Business Entity to the extent they were of each constituent business entity;


 


(ii)     the
title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not
in any way impaired because of the merger or consolidation;


 


(iii)    all
rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved
unimpaired; and


 


(iv)     all
debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced
against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it.


 


(b)     At the effective time of the certificate
of conversion, for all purposes of the laws of the Marshall Islands:


 


(i)     the
Partnership shall continue to exist, without interruption, but in the organizational form of the converted entity rather than in
its prior organizational form;


 


(ii)     all
rights, title, and interests to all real estate and other property owned by the Partnership shall remain vested in the converted
entity in its new organizational form without reversion or impairment, without further act or deed, and without any transfer or
assignment having occurred, but subject to any existing liens or other encumbrances thereon;


 


(iii)     all
liabilities and obligations of the Partnership shall continue to be liabilities and obligations of the converted entity in its
new organizational form without impairment or diminution by reason of the conversion;


 


(iv)     all
rights of creditors or other parties with respect to or against the prior interest holders or other owners of the Partnership in
their capacities as such in existence as of the effective time of the conversion will continue in existence as to those liabilities
and obligations and are enforceable against the converted entity by such creditors and obligees to the same extent as if the liabilities
and obligations had originally been incurred or contracted by the converted entity; and


 


(v)     the
Partnership Interests that are to be converted into partnership interests, shares, evidences of ownership, or other rights or securities
in the converted entity or cash as provided in the Plan of Conversion shall be so converted, and Partners shall be entitled only
to the rights provided in the Plan of Conversion.


 


ARTICLE
XV

RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS


 


Section 15.1.     Right
to Acquire Limited Partner Interests. (a) Notwithstanding any other provision of this Agreement, if at any time from and after
the Closing Date the General



    	81



    	



    

Partner and its Affiliates hold more than
80% of the total Limited Partner Interests of any class or series then Outstanding, except for the Series A Preference Units, the
General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any
Affiliate of the General Partner, exercisable at its option, to purchase all, but not less than all, of such Limited Partner Interests
of such class or series then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x)
the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed
and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class
or series purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.
Notwithstanding the foregoing, the repurchase right described in this Article XV shall not apply to Preference Units.


 


(b)     If the General Partner, any Affiliate
of the General Partner or the Partnership elects to exercise the right to purchase Limited Partner Interests granted pursuant to
Section 15.1(a), the General Partner shall deliver to the Transfer Agent notice of such election to purchase (the “Notice
of Election to Purchase”) and shall cause the Transfer Agent to mail a copy of such Notice of Election to Purchase
to the Record Holders of Limited Partner Interests of such class or series (as of a Record Date selected by the General Partner)
at least 10, but not more than 60, days prior to the Purchase Date. Such Notice of Election to Purchase shall also be published
for a period of at least three consecutive days in at least two daily newspapers of general circulation printed in the English
language and published in the Borough of Manhattan, New York. The Notice of Election to Purchase shall specify the Purchase Date
and the price (determined in accordance with Section 15.1(a)) at which Limited Partner Interests will be purchased and state
that the General Partner, its Affiliate or the Partnership, as the case may be, elects to purchase such Limited Partner Interests,
upon surrender of Certificates representing such Limited Partner Interests, if any, in exchange for payment, at such office or
offices of the Transfer Agent as the Transfer Agent may specify, or as may be required by any National Securities Exchange on which
such Limited Partner Interests are listed. Any such Notice of Election to Purchase mailed to a Record Holder of Limited Partner
Interests at his address as reflected in the records of the Transfer Agent shall be conclusively presumed to have been given regardless
of whether the owner receives such notice. On or prior to the Purchase Date, the General Partner, its Affiliate or the Partnership,
as the case may be, shall deposit with the Transfer Agent cash in an amount sufficient to pay the aggregate purchase price of all
of such Limited Partner Interests to be purchased in accordance with this Section 15.1. If the Notice of Election to Purchase
shall have been duly given as aforesaid at least 10 days prior to the Purchase Date, and if on or prior to the Purchase Date the
deposit described in the preceding sentence has been made for the benefit of the holders of Limited Partner Interests subject to
purchase as provided herein, then from and after the Purchase Date to the extent Certificates for the Limited Partner Interests
are outstanding, notwithstanding that any Certificate shall not have been surrendered for purchase, all rights of the holders of
such Limited Partner Interests (including any rights pursuant to Articles IV, V, VI and XII) shall
thereupon cease, except the right to receive the applicable purchase price (determined in accordance with Section 15.1(a))
for Limited Partner Interests therefor, without interest, upon surrender to the Transfer Agent of the Certificates representing
such Limited Partner Interests, and such Limited Partner Interests shall thereupon be deemed to be transferred to the General Partner,
its Affiliate or the Partnership, as the case may be, on the record books of the Transfer Agent and the Partnership, and the General



    	82



    	



    

Partner or any Affiliate of the General Partner,
or the Partnership, as the case may be, shall be deemed to be the owner of all such Limited Partner Interests from and after the
Purchase Date and shall have all rights as the owner of such Limited Partner Interests (including all rights as owner of such Limited
Partner Interests pursuant to Articles IV, V, VI and XII).


 


(c)     At any time from and after the Purchase
Date, a holder of an Outstanding Limited Partner Interest subject to purchase as provided in this Section 15.1 may surrender
his Certificate evidencing such Limited Partner Interest to the Transfer Agent in exchange for payment of the amount described
in Section 15.1(a), without interest thereon.


 


ARTICLE
XVI

SERIES A CUMULATIVE REDEEMABLE PERPETUAL FIXED TO FLOATING RATE

 PREFERENCE UNITS


 


Section 16.1.     Designations.
On May 15, 2017, the Board of Directors designated and created a series of Preference Units designated as “8.625% Series
A Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units,” and fixed the preferences, rights, powers and
duties of the holders of the Series A Preference Units as set forth in this Article XVI. Each Series A Preference Unit shall
be identical in all respects to every other Series A Preference Unit, except as to the respective dates from which the Series A
Liquidation Preference shall increase or from which Series A Distributions may begin accruing, to the extent such dates may differ.
The Series A Preference Units represent perpetual equity interests in the Partnership and shall not give rise to a claim by the
holder for redemption thereof at a particular date.


 


Section 16.2.     Units.


 


(a)     The authorized number of Series A
Preference Units shall be unlimited. Series A Preference Units that are purchased or otherwise acquired by the Partnership shall
be cancelled.


 


(b)     The Series A Preference Units shall
be represented by a single Certificate registered in the name of the Depository or its nominee, and no Series A Holder shall be
entitled to receive a Certificate evidencing such applicable Units, unless otherwise required by law or the Depository gives notice
of its intention to resign or is no longer eligible to act as such with respect to such series of Preference Units and the Partnership
shall have not selected a substitute Depository within 60 calendar days thereafter. So long as the Depository shall have been appointed
and is serving with respect to such series of Preference Units, payments and communications made by the Partnership to Series A
Holders shall be made by making payments to, and communicating with, the Depository.


 


Section 16.3.     Distributions.


 


(a)     Distributions on each Series A Preference
Unit shall be cumulative and shall accrue at the Series A Distribution Rate from the Series A Original Issue Date (or, for any
subsequently issued and newly Outstanding Series A Preference Units, from the Series A Distribution Payment Date immediately preceding
the issuance date of such Units) until such



    	83



    	



    

time as the Partnership pays the Series A
Distribution or redeems the Series A Preference Units in full in accordance with Section 16.6 below, whether or not such
Series A Distributions shall have been declared. Series A Holders shall be entitled to receive Series A Distributions from time
to time out of any assets of the Partnership legally available for the payment of distributions at the Series A Distribution Rate
per Series A Preference Unit when, as, and if declared by the Board of Directors. Series A Distributions, to the extent declared
by the Board of Directors to be paid by the Partnership in accordance with this Section 16.3, shall be paid quarterly on
each Series A Distribution Payment Date. Distributions shall accumulate in each Series A Distribution Period from and including
the preceding Series A Distribution Payment Date (other than the initial Series A Distribution Period, which shall commence on
and include the Series A Original Issue Date), to but excluding the next Series A Distribution Payment Date for such Series A Distribution
Period and distributions shall accrue on accumulated Series A Distributions at the Series A Distribution Rate. If any Series A
Distribution Payment Date during the Series A Fixed Rate Period would otherwise would occur on a date that is not a Business Day,
declared Series A Distributions shall be paid on the immediately succeeding Business Day without the accumulation of additional
distributions. If any Series A Distribution Payment Date during the Series A Floating Rate Period would otherwise occur on a date
that is not a Business Day, then the Series A Distribution Payment Date will be the next day that is a Business Day. Series A Distributions
payable for any Series A Distribution Period during the Series A Fixed Rate Period will be calculated based on a 360-day year consisting
of twelve 30-day months. Series A Distributions payable for any Series A Distribution Period during the Series A Floating Rate
Period will be calculated based on a 360-day year and the number of days actually elapsed during such Series A Distribution Period.


 


(b)     For each Series A Distribution Period
during the Series A Floating Rate Period, the applicable Series A Distribution Rate will be determined by the Partnership as of
the applicable Series A Distribution Determination Date for such Series A Distribution Period. For purposes of determining the
applicable Series A Distribution Rate, the Three-Month LIBOR Rate will be determined by the Partnership, as of the applicable Series
A Distribution Determination Date, in accordance with the following provisions:


 


(i)     the
Three-Month LIBOR Rate will be the rate (expressed as a percentage per year) for deposits in U.S. dollars having an index maturity
of three months, in amounts of at least $1,000,000, as such rate appears on Reuters Page LIBOR01 at approximately 11:00 a.m. (London
time) on the relevant Series A Distribution Determination Date; or


 


(ii)     if
no such rate appears on Reuters Page LIBOR01 or if the Reuters Page LIBOR01 is not available at approximately 11:00 a.m. (London
time) on the relevant Series A Distribution Determination Date, then the Partnership will select four nationally-recognized banks
in the London interbank market and request that the principal London offices of those four selected banks provide their offered
quotation for deposits in U.S. dollars for a period of three months, commencing on the first day of the applicable Series A Distribution
Period, to prime banks in the London interbank market at approximately 11:00 a.m. (London time) on that Series A Distribution Determination
Date for the applicable Series A Distribution Period. Offered quotations must be based on a principal



    	84



    	



    

amount equal to an amount that, in
the Partnership’s discretion, is representative of a single transaction in U.S. dollars in the London interbank market at
that time. If at least two quotations are provided, the Three-Month LIBOR Rate for such Series A Distribution Period will be the
arithmetic mean (rounded upward if necessary, to the nearest 0.00001 of 1%) of those quotations. If fewer than two quotations are
provided, the Three-Month LIBOR Rate for such Series A Distribution Period will be the arithmetic mean (rounded upward if necessary,
to the nearest 0.00001 of 1%) of the rates quoted at approximately 11:00 a.m. (New York City time) on that Series A Distribution
Determination Date for such Series A Distribution Period by three nationally-recognized banks in New York, New York selected by
the Partnership, for loans in U.S. dollars to nationally-recognized European banks (as selected by the Partnership), for a period
of three months commencing on the first day of such Series A Distribution Period. The rates quoted must be based on an amount that,
in the Partnership’s discretion, is representative of a single transaction in U.S. dollars in that market at that time. If
fewer than three New York City banks selected by the Partnership provide quote rates in the manner described above, the Three-Month
LIBOR Rate for the applicable Series A Distribution Period will be the same as for the immediately preceding Series A Distribution
Period, or, if there was no such Series A Distribution Period, the distribution shall be calculated at the Series A Distribution
Rate in effect for the immediately preceding Series A Distribution Period.


 


(c)     Not later than 5:00 p.m., New York
City time, on each Series A Distribution Payment Date, the Partnership shall pay those Series A Distributions, if any, that shall
have been declared by the Board of Directors to Series A Holders on the Record Date for the applicable Series A Preference Distribution.
The Record Date (the “Series A Distribution Record Date”) for the payment of any Series A Distributions
shall be the fifth Business Day immediately preceding the applicable Series A Distribution Payment Date, except that in the case
of payments of Series A Distributions in arrears, the Series A Distribution Record Date with respect to a Series A Distribution
Payment Date shall be such date as may be designated by the Board of Directors in accordance with this Article XVI. No distribution
shall be declared or paid or set apart for payment on any Junior Securities (other than a distribution payable solely in Junior
Securities) unless full cumulative Series A Distributions have been or contemporaneously are being paid or provided for on all
Outstanding Series A Preference Units and any other Parity Securities through the most recent respective Series A Distribution
Payment Dates. Accumulated Series A Distributions in arrears for any past Series A Distribution Period may be declared by the Board
of Directors and paid on any date fixed by the Board of Directors, whether or not a Series A Distribution Payment Date, to Series
A Holders on the record date for such payment, which may not be more than 60 days, nor less than 15 days, before such payment date.
Subject to the next succeeding sentence, if all accumulated Series A Distributions in arrears on all Outstanding Series A Preference
Units and any other Parity Securities shall not have been declared and paid, or if sufficient funds for the payment thereof shall
not have been set apart, payment of accumulated distributions in arrears on the Series A Preference Units and any such Parity Securities
shall be made in order of their respective distribution payment dates, commencing with the earliest. If less than all distributions
payable with respect to all Series A Preference Units and any other Parity Securities are paid, any partial payment shall be made
pro rata with respect to the Series A Preference Units and any such other Parity Securities entitled to



    	85



    	



    

a distribution payment at such time in proportion
to the aggregate distribution amounts remaining due in respect of such Series A Preference Units and such other Parity Securities
at such time. Subject to Sections 12.4 and 16.6, Series A Holders shall not be entitled to any distribution, whether
payable in cash, property or stock, in excess of full cumulative Series A Distributions. Except insofar as distributions accrue
on the amount of any accumulated and unpaid Series A Distributions as described in Section 16.3(a), no interest or sum of
money in lieu of interest shall be payable in respect of any distribution payment which may be in arrears on the Series A Preference
Units. So long as the Series A Preference Units are held of record by the nominee of the Depository, declared Series A Distributions
shall be paid to the Depository in same-day funds on each Series A Distribution Payment Date.


 


Section 16.4.     Liquidation
Rights.


 


(a)     Upon the occurrence of any Liquidation
Event, Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available
for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after
all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Senior Securities then
Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds
being made to or set aside for holders of any Series A Preference Units or other Parity Securities then Outstanding in respect
of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of
Common Units and any other classes or series of Junior Securities as to such distribution, a liquidating distribution or payment
in full redemption of such Series A Preference Units in an amount equal to the Series A Liquidation Preference. For purposes of
clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Senior Securities shall be entitled
to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made with respect to
the Series A Preference Units or any Parity Securities and (y) the Series A Holders shall be entitled to the Series A Liquidation
Preference per Series A Preference Unit in cash, concurrently with any distribution made to the holders of any Parity Securities
and before any distribution shall be made to the holders of Common Units or any other Junior Securities. Series A Holders shall
not be entitled to any other amounts from the Partnership, in their capacity as Series A Holders, after they have received the
Series A Liquidation Preference. The payment of the Series A Liquidation Preference shall be a payment in redemption of the Series
A Preference Units such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preference
Unit shall thereafter be cancelled and no longer be Outstanding.


 


(b)     If, in the event of any distribution
or payment described in Section 16.4(a) above where the Partnership’s assets available for distribution to holders
of the Outstanding Series A Preference Units and any other Parity Securities are insufficient to satisfy the applicable Liquidation
Preference for such Series A Preference Units and Parity Securities, the Partnership’s then remaining assets or proceeds
thereof legally available for distribution to unitholders of the Partnership shall be distributed among the holders of Outstanding
Series A Preference Units and such Parity Securities, as applicable, ratably on the basis of their relative aggregate Liquidation
Preferences. To the extent that the Series A Holders receive a partial payment of their Series A Liquidation Preference, such partial
payment shall reduce the Series A



    	86



    	



    

Liquidation Preference of their Series A Preference
Units, but only to the extent of such amount paid.


 


(c)     After payment of the applicable Liquidation
Preference to the holders of the Outstanding Series A Preference Units and any other Parity Securities, the Partnership’s
remaining assets and funds shall be distributed among the holders of the Common Units and any other Junior Securities then Outstanding
according to their respective rights and preferences.


 


Section 16.5.     Voting
Rights.


 


(a)     Notwithstanding anything to the contrary
in this Agreement, the Series A Preference Units shall not have any voting rights except as set forth in Section 13.3(d),
this Section 16.5 or as otherwise provided by the Marshall Islands Act.


 


(b)     In the event that six quarterly Series
A Distributions, whether consecutive or not, are in arrears, the Series A Holders shall have the right, voting as a class together
with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, at a meeting
of the Board of Directors called for such purpose within 30 days after receipt by the General Partner of a request by Series A
Holders holding a majority of the Outstanding Series A Preference Units, to elect one member of the Board of Directors, and the
size of the Board of Directors shall be increased as needed to accommodate such change; provided, however, that such right
of the Series A Holders shall not apply to the election of another director if (i) Series A Holders and holders of Parity Securities
upon which like voting rights have been conferred, voting as a class, have previously elected a member of the Board of Directors
and (ii) such director continues then to serve on the Board of Directors. Such right of such Series A Holders to elect a member
of the Board of Directors shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of,
all Series A Distributions accumulated and in arrears on the Series A Preference Units, at which time such right shall terminate,
subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series A Distributions
as described above in this Section 16.5(b). Upon any termination of the right of the Series A Holders and, if applicable,
holders of any other Parity Securities to vote as a class for such director, the term of office of the director then in office
elected by such Series A Holders and holders voting as a class shall terminate immediately. Any director elected by the Series
A Holders and, if applicable, holders of any other Parity Securities shall be entitled to one vote on any matter before the Board
of Directors. Upon each election of a member of the Board of Directors by Series A Holders pursuant to this Section 16.5(b),
the General Partner shall have the right to appoint an additional member of the Board of Directors, which member shall be an Appointed
Director for purposes of this Agreement, the term of such director to begin and end on the same dates as the corresponding director
elected by the Series A Holders.


 


(c)     (i) Unless the Board of Directors
shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preference Units,
voting as a separate class, neither the General Partner nor the Board of Directors shall adopt any amendment to this Agreement
that would have a material adverse effect on the existing terms of the Series A Preference Units.



    	87



    	



    

(ii)     Unless
the Board of Directors shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding
Series A Preference Units voting as a class together with holders of any other Parity Securities upon which like voting rights
have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities if the cumulative dividends
payable on Outstanding Series A Preference Units are in arrears or (y) create or issue any Senior Securities.


 


(d)     For any matter described in this Section
16.5 in which the Series A Holders are entitled to vote as a class (whether separately or together with the holders of any
Parity Securities), such Series A Holders shall be entitled to one vote per Series A Preference Unit. Any Series A Preference Units
held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.


 


Section 16.6.     Optional
Redemption.


 


The Partnership shall have the right at any
time, and from time to time, on or after June 15, 2027 to redeem the Series A Preference Units, in whole or in part, from any source
of funds legally available for such purpose. Any such redemption shall occur on a date set by the Board of Directors (the “Series
A Redemption Date”).


 


(a)     The Partnership shall effect any such
redemption by paying cash for each Series A Preference Unit to be redeemed equal to the Series A Liquidation Preference for such
Series A Preference Unit on such Series A Redemption Date (the “Series A Redemption Price”). So long
as the Series A Preference Units to be redeemed are held of record by the nominee of the Depository, the Series A Redemption Price
shall be paid by the Paying Agent to the Depository on the Series A Redemption Date.


 


(b)     The Partnership shall give notice
of any redemption by mail, postage prepaid, not less than 30 days and not more than 60 days before the scheduled Series A Redemption
Date to the Series A Holders (as of 5:00 p.m. New York City time on the Business Day next preceding the day on which notice is
given) of any Series A Preference Units to be redeemed as such Series A Holders’ names appear on the books of the Transfer
Agent and at the address of such Series A Holders shown therein. Such notice (the “Series A Redemption Notice”)
shall state, as applicable: (1) the Series A Redemption Date, (2) the number of Series A Preference Units to be redeemed and, if
less than all Outstanding Series A Preference Units are to be redeemed, the number (and the identification) of Units to be redeemed
from such Series A Holder, (3) the Series A Redemption Price, (4) the place where the Series A Preference Units are to be redeemed
and shall be presented and surrendered for payment of the Series A Redemption Price therefor and (5) that distributions on the
Units to be redeemed shall cease to accumulate from and after such Series A Redemption Date.


 


(c)     If the Partnership elects to redeem
less than all of the Outstanding Series A Preference Units, the number of Series A Preference Units to be redeemed shall be determined
by the Board of Directors, and such Series A Preference Units shall be redeemed by such method of selection as the Depository shall
determine either Pro Rata or by lot, with adjustments to avoid redemption of fractional Series A Preference Units. The aggregate
Series A



    	88



    	



    

Redemption Price for any such partial redemption
of the Outstanding Series A Preference Units shall be allocated correspondingly among the redeemed Series A Preference Units. The
Series A Preference Units not redeemed shall remain Outstanding and entitled to all the rights and preferences provided in this
Article XVI.


 


(d)     If the Partnership gives or causes
to be given a Series A Redemption Notice, the Partnership shall deposit with the Paying Agent funds, sufficient to redeem the Series
A Preference Units, as to which such Series A Redemption Notice shall have been given, no later than 5:00 p.m. New York City time
on the Business Day immediately preceding the Series A Redemption Date, and shall give the Paying Agent irrevocable instructions
and authority to pay the Series A Redemption Price to the Series A Holders to be redeemed upon surrender or deemed surrender (which
shall occur automatically if the Certificate representing such Series A Preference Units is issued in the name of the Depository
or its nominee) of the Certificates therefor as set forth in the Series A Redemption Notice. If the Series A Redemption Notice
shall have been given, from and after the Series A Redemption Date, unless the Partnership defaults in providing funds sufficient
for such redemption at the time and place specified for payment pursuant to the Series A Redemption Notice, all Series A Distributions
on such Series A Preference Units to be redeemed shall cease to accumulate and all rights of holders of such Series A Preference
Units as Limited Partners with respect to such Series A Preference Units to be redeemed shall cease, except the right to receive
the Series A Redemption Price, and such Series A Preference Units shall not thereafter be transferred on the books of the Transfer
Agent or be deemed to be Outstanding for any purpose whatsoever. The Partnership shall be entitled to receive from the Paying Agent
the interest income, if any, earned on such funds deposited with the Paying Agent (to the extent that such interest income is not
required to pay the Series A Redemption Price of the Series A Preference Units to be redeemed), and the holders of any Series A
Preference Units so redeemed shall have no claim to any such interest income. Any funds deposited with the Paying Agent hereunder
by the Partnership for any reason, including redemption of Series A Preference Units, that remain unclaimed or unpaid after two
years after the applicable Series A Redemption Date or other payment date, as applicable, shall be, to the extent permitted by
law, repaid to the Partnership upon its written request, after which repayment the Series A Holders entitled to such redemption
or other payment shall have recourse only to the Partnership. Notwithstanding any Series A Redemption Notice, there shall be no
redemption of any Series A Preference Units called for redemption until funds sufficient to pay the full Series A Redemption Price
of such Series A Preference Units shall have been deposited by the Partnership with the Paying Agent.


 


(e)     Any Series A Preference Units that
are redeemed or otherwise acquired by the Partnership shall be canceled. If only a portion of the Series A Preference Units represented
by a Certificate shall have been called for redemption, upon surrender of the Certificate to the Paying Agent (which shall occur
automatically if the Certificate representing such Series A Preference Units is registered in the name of the Depository or its
nominee), the Paying Agent shall issue to the Series A Holders a new Certificate (or adjust the applicable book-entry account)
representing the number of Series A Preference Units represented by the surrendered Certificate that have not been called for redemption.



    	89



    	



    

(f)     Notwithstanding anything to the contrary
in this Article XVI, in the event that full cumulative distributions on the Series A Preference Units and any other Parity
Securities shall not have been paid or declared and set apart for payment, none of the Partnership, the General Partner or any
Affiliate of the General Partner shall be permitted to repurchase, redeem or otherwise acquire, in whole or in part, any Series
A Preference Units or other Parity Securities except pursuant to a purchase or exchange offer made on the same terms to all Series
A Holders and holders of any other Parity Securities. None of the Partnership, the General Partner or any Affiliate of the General
Partner shall be permitted to redeem, repurchase or otherwise acquire any Common Units or any other Junior Securities unless full
cumulative distributions on the Series A Preference Units and any other Parity Securities for all prior and the then-ending Series
A Distribution Periods shall have been paid or declared and set apart for payment.


 


Section 16.7.     Rank.
The Series A Preference Units shall each be deemed to rank:


 


(a)     senior to (i) the Common Units and
the Subordinated Units and (ii) any other class or series of Partnership Interests established after the Series A Original Issue
Date by the Board of Directors, the terms of which class or series do not expressly provide that it is made senior to or on parity
with the Series A Preference Units as to distributions and distributions upon any Liquidation Event (collectively referred to with
the Partnership’s Common Units and Subordinated Units as “Junior Securities”);


 


(b)     on a parity with any other class or
series of Partnership Interests established after the Series A Original Issue Date by the Board of Directors, the terms of which
class or series are not expressly subordinated or senior to the Series A Preference Units as to distributions and distributions
upon any Liquidation Event (collectively referred to as “Parity Securities”); and


 


(c)     junior to any class or series of Partnership
Interests established after the Series A Original Issue Date by the Board of Directors, the terms of which class or series expressly
provide that it ranks senior to the Series A Preference Units as to distributions and distributions upon any Liquidation Event
(collectively referred to as “Senior Securities”).


 


The Partnership may issue Junior Securities
and, subject to any approvals required by Series A 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. 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 Partnership Interests of such class or series.


 


Section 16.8.     No
Sinking Fund. The Series A Preference Units shall not have the benefit of any sinking fund.


 


Section 16.9.     Record
Holders. To the fullest extent permitted by applicable law, the General Partner, Partnership, the Transfer Agent and the Paying
Agent may deem and treat any Series A Holder as the true, lawful and absolute owner of the applicable Series A Preference



    	90



    	



    

Units for all purposes, and neither the General
Partner, the Partnership nor the Transfer Agent or the Paying Agent shall be affected by any notice to the contrary.


 


Section 16.10.     Notices.
All notices or communications in respect of the Series A Preference 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.


 


Section 16.11.     Other
Rights; Fiduciary Duties. The Series A Preference Units shall not 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
7.17(c) and without reference to the definition of “good faith” in Section 7.17(b), neither the General
Partner nor any other Indemnitee shall owe any fiduciary duties to Series A Holders, other than the implied duty of good faith
and fair dealing.


 


ARTICLE
XVII

GENERAL PROVISIONS


 


Section 17.1.     Addresses
and Notices. (a) Any notice, demand, request, report or proxy materials required or permitted to be given or made to a Partner
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 Partner at the address described below. Any notice, payment
or report to be given or made to a Partner 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 Partnership Interests at his address as shown on the records of the
Transfer Agent or as otherwise shown on the records of the Partnership, regardless of any claim of any Person who may have an interest
in such Partnership Interests 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 a member of the Board of Directors, the General
Partner, the Transfer Agent or the mailing organization shall be prima facie evidence of the giving or making of such 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 Partnership 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 Partnership of a change in his address) if they are available for the Partner at the
principal office of the Partnership for a period of one year from the date of the giving or making of such notice, payment or report
to the other Partners. Any notice to the Partnership shall be deemed given if received by the General Partner or the Board of Directors
at the principal office of the Partnership designated pursuant to Section 2.3. The General Partner and the Board of Directors
may rely and shall be protected in relying on any notice or other document from a Partner or other Person if believed by it to
be genuine.



    	91



    	



    

(b)     The terms “in writing,”
“written communications,” “written notice” and words of similar import shall be deemed satisfied under
this Agreement by use of e-mail and other forms of electronic communication.


 


Section 17.2.     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.


 


Section 17.3.     Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors,
administrators, successors, legal representatives and permitted assigns.


 


Section 17.4.     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 First Amended and Restated Agreement, Amendment No. 1
and the Amended Agreement.


 


Section 17.5.     Creditors.
None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership.


 


Section 17.6.     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.


 


Section 17.7.     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 Limited Partner
Interest, pursuant to Section 10.2(a), immediately upon the acquisition of such Limited Partner Interests without execution
hereof.


 


Section 17.8.     Applicable
Law; Forum, Venue and Jurisdiction. (a) This Agreement shall be construed in accordance with and governed by the laws of The
Republic of the Marshall Islands, without regard to the principles of conflicts of law.


 


(b)     Each of the Partners and each Person
holding any beneficial interest in the Partnership (whether through a broker, dealer, bank, trust company or clearing corporation
or an agent of any of the foregoing or otherwise):


 


(i)     irrevocably
agrees that any claims, suits, actions or proceedings (A) arising out of or relating in any way to this Agreement (including any
claims, suits or actions to interpret, apply or enforce the provisions of this Agreement or the duties, obligations or liabilities
among Partners or of Partners to the Partnership, or the rights or powers of, or restrictions on, the Partners or the Partnership),
(B) brought in a derivative manner on behalf of the Partnership, (C) asserting a claim of breach of a fiduciary duty owed by any
director, officer, or other employee of the Partnership or the General



    	92



    	



    

Partner, or owed by the General Partner,
to the Partnership or the Partners, (D) asserting a claim arising pursuant to any provision of the Marshall Islands Act or (E)
asserting a claim governed by the internal affairs doctrine shall be exclusively brought in the Court of Chancery of the State
of Delaware (or, if such court does not have subject matter jurisdiction thereof, any other court located in the State of Delaware
with subject matter jurisdiction), unless otherwise provided for by Marshall Islands law, in each case regardless of whether such
claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable,
legal or other grounds, or are derivative or direct claims;


 


(ii)     irrevocably
submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court does not have subject
matter jurisdiction thereof, any other court located in the State of Delaware with subject matter jurisdiction), unless otherwise
provided for by Marshall Islands law, in connection with any such claim, suit, action or proceeding;


 


(iii)     agrees
not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to
the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery
of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C)
the venue of such claim, suit, action or proceeding is improper;


 


(iv)     expressly
waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding; and


 


(v)     consents
to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy
thereof to such party at the address in effect for notices hereunder, and agrees that such services shall constitute good and sufficient
service of process and notice thereof; provided, nothing in clause (v) hereof shall affect or limit any right to
serve process in any other manner permitted by law.


 


Section 17.9.     Invalidity
of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained
herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed
as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision
or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.


 


Section 17.10.     Consent
of Partners. Each Partner 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 Partners (including any amendment to this Agreement),
such action may be so taken upon the concurrence of less than all of the Partners



    	93



    	



    

and each Partner shall be bound by the results
of such action (including any amendment to this Agreement).


 


Section 17.11.     Facsimile
Signatures. The use of facsimile signatures affixed in the name and on behalf of the transfer agent and registrar of the Partnership
on certificates representing Common Units and Preference Units is expressly permitted by this Agreement.


 


Section 17.12.     Third-Party
Beneficiaries. Each Partner agrees that any Indemnitee shall be entitled to assert rights and remedies hereunder as a third
party beneficiary hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to such Indemnitee.


 


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK]



    	94



    	



    

IN WITNESS WHEREOF, the parties hereto have
executed this Second Amended and Restated Agreement of Limited Partnership as a Deed as of the date first written above.


 


	 	GENERAL PARTNER:
	 	 
	 	GasLog Partners GP LLC
	 	By: GasLog Ltd.,
	 	its Sole Member
	 	 
	 	By:	 
	 	 	Name: 	Paul Wogan
	 	 	Title:	Chief Executive Officer


 

	 	LIMITED PARTNERS:
	 	 
	 	All Limited Partners now and hereafter admitted as Limited Partners of the Partnership, pursuant to authority now and hereafter executed in favor of, and granted and delivered to, the Board of Directors pursuant to Section 13.1 of this Partnership Agreement.
	 	 
	 	By:	 
	 	 	Name: 	Andrew J. Orekar
	 	 	Title:	Chief Executive Officer and Director


 


Signature Page
To

Second Amended and Restated

Agreement of Limited Partnership



    	95



    	



    

EXHIBIT A

to the Second Amended and Restated

Agreement of Limited Partnership of

GASLOG PARTNERS LP


 


Certificate Evidencing Common Units

Representing Limited Partner Interests in

GASLOG PARTNERS LP


 


	No.	Common Units




 


In accordance with Section 4.1 of the Second
Amended and Restated Agreement of Limited Partnership of GasLog Partners LP, as amended, supplemented or restated from time to
time (the “Partnership Agreement”), GasLog Partners LP, a Marshall Islands limited partnership (the “Partnership”),
hereby certifies that                     
(the “Holder”) is the registered owner of the above designated number of Common Units representing limited
partner interests in the Partnership (the “Common Units”) transferable on the books of the Partnership,
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 Partnership Agreement. Copies of the Partnership Agreement are on file
at, and will be furnished without charge on delivery of written request to the Partnership at, the principal office of the Partnership
located at Gildo Pastor Center, 7 Rue du Gabian, MC 98000, Monaco. Capitalized terms used herein but not defined shall have the
meanings given them in the Partnership Agreement.


 


The Holder, by accepting this Certificate,
is deemed to have (a) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and be
bound by and to have executed the Partnership Agreement, (b) represented and warranted that the Holder has all right, power and
authority and, if an individual, the capacity necessary to enter into the Partnership Agreement and (c) made the waivers and given
the consents and approvals contained in the Partnership Agreement.


 


This Certificate shall not be valid for any
purpose unless it has been countersigned and registered by the Transfer Agent and Registrar. This Certificate shall be governed
by and construed in accordance with the laws of the Marshall Islands.


 


Dated:


 


	Countersigned and Registered by:	 	GASLOG PARTNERS LP
	 	 	 	 	 
	 	 	By:  	 
	as Transfer Agent and Registrar	 	 	Title:
	 	 	 	 	 
	By:  	 	 	By:	 
	 	Authorized Signature	 	 	Secretary




    	96



    	



    

[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:


 


	TEN COM	—	as tenants in common	 	
        UNIF GIFT/TRANSFERS MIN ACT


                         
        Custodian                          


(Cust) (Minor)



	TEN ENT	—	as tenants by the entireties	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	under Uniform Gifts /Transfers to CD Minors Act (State)


 


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



    	97



    	



    

ASSIGNMENT OF COMMON UNITS

in

GASLOG PARTNERS LP


 


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




 


	 	 	 
	(Please print or typewrite name and address of Assignee)	  	(Please insert Social Security or other identifying number of Assignee)


 


Common Units representing limited partner
interests evidenced by this Certificate, subject to the Partnership 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 GasLog Partners LP.


 


	Date:	NOTE:	The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change.
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15	 	 
	
        (Signature)

         

	

(Signature)



 


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



    	98



    	



    

EXHIBIT B

to the Second Amended and Restated Agreement of Limited Partnership of

GASLOG PARTNERS LP


 


Certificate Evidencing Series A Cumulative
Redeemable Perpetual Fixed to Floating Rate Preference Units Representing Limited Partner Interests in GASLOG PARTNERS LP


 


	No.	Series A Preference Units


 


In accordance with Section 4.1 of the Second
Amended and Restated Agreement of Limited Partnership of GasLog Partners LP, as amended, supplemented or restated from time to
time (the “Partnership Agreement”), GasLog Partners LP, a Marshall Islands limited partnership (the “Partnership”),
hereby certifies that                     
(the “Holder”) is the registered owner of the above designated number of Series A Cumulative Redeemable
Perpetual Fixed to Floating Rate Preference Units representing limited partner interests in the Partnership (the “Series
A Preference Units”) transferable on the books of the Partnership, in person or by duly authorized attorney, upon
surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Series A Preference Units are set
forth in, and this Certificate and the Series A Preference Units represented hereby are issued and shall in all respects be subject
to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished
without charge on delivery of written request to the Partnership at, the principal office of the Partnership located at Gildo Pastor
Center, 7 Rue du Gabian, MC 98000, Monaco. Capitalized terms used herein but not defined shall have the meanings given them in
the Partnership Agreement.


 


The Holder, by accepting this Certificate,
is deemed to have (a) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and be
bound by and to have executed the Partnership Agreement, (b) represented and warranted that the Holder has all right, power and
authority and, if an individual, the capacity necessary to enter into the Partnership Agreement and (c) made the waivers and given
the consents and approvals contained in the Partnership Agreement.


 


This Certificate shall not be valid for any
purpose unless it has been countersigned and registered by the Transfer Agent and Registrar. This Certificate shall be governed
by and construed in accordance with the laws of the Marshall Islands.


 


Dated:


 


	Countersigned and Registered by:	 	GASLOG PARTNERS LP
	 	 	 	 
	 	 	By:  	 
	as Transfer Agent and Registrar	 	 	Title:
	 	 	 	 
	By:  	 	 	By:	 
	 	Authorized Signature	 	 	Secretary




    	99



    	



    

[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:


 


	TEN COM	—	as tenants in common	 	
        UNIF GIFT/TRANSFERS MIN ACT


                         
        Custodian                          


(Cust) (Minor)



	TEN ENT	—	as tenants by the entireties	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	under Uniform Gifts /Transfers to CD Minors Act (State)


 


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



    	100



    	



    

ASSIGNMENT OF SERIES A PREFERENCE UNITS

in

GASLOG PARTNERS LP


 


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




 


	 	 	 
	(Please print or typewrite name and address of Assignee)	  	(Please insert Social Security or other identifying number of Assignee)


 


Series A Preference Units representing limited
partner interests evidenced by this Certificate, subject to the Partnership 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 GasLog Partners LP.


 


	Date:	NOTE:	The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change.
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15	 	 
	
        (Signature)

         

	(Signature)


 


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



    	101