Exhibit 4.19


 


Execution Version


 


Dated 18 July 2014


 


MITSUI
O.S.K. LINES, LTD.


 


and


 


HÖEGH
LNG PARTNERS OPERATING LLC


 


and


 


TOKYO LNG TANKER CO., LTD


 


 





 



 


AMENDED AND RESTATED 


SHAREHOLDERS’ AGREEMENT



 





 



 









    	 



    	 



    

 


Execution Version


 


INDEX


 


	Article	 	Page
	 	 	 
	1	DEFINITIONS	2
	 	 	 
	2	purpose of EACH company	6
	 	 	 
	3	MANAGEMENT AND TECHNICAL AGREEMENT	6
	 	 	 
	4	CAPITALISATION OF THE COMPANY - SHARE CAPITAL OF THE COMPANIES	6
	 	 	 
	5	FINANCING OF THE VESSELs	6
	 	 	 
	6	fees	7
	 	 	 
	7	GUARANTEE/support undertaking	8
	 	 	 
	8	articles OF each COMPANY	8
	 	 	 
	9	DIRECTORS AND OFFICERS AND OTHER MATTERS	8
	 	 	 
	10	DIVIDEND AND DISTRIBUTION POLICY	11
	 	 	 
	11	general meetings	11
	 	 	 
	12	AUDITORS	11
	 	 	 
	13	TRANSFER OF SHARES - SYNDICATION OF OWNERSHIP INTERESTS	11
	 	 	 
	14	PLEDGE OF SHARES	16
	 	 	 
	15	TERMINATION	17
	 	 	 
	16	CONFIDENTIALITY	19
	 	 	 
	17	REPLACEMENT and Effective Time	19
	 	 	 
	18	duration	20
	 	 	 
	19	GOVERNING LAW AND ARBITRATION	20
	 	 	 
	20	NOTICES	20
	 	 	 
	21	general provisions	21
	 	 	 
	22	further assurances	22
	 	 	 
	SCHEDULE	24
	 	 
	DETAILS OF COMPANY 1	24
	 	 
	DETAILS OF COMPANY 2	25


 




    	 



    	 



    

 


Execution Version


 


THIS  Amended and Restated Shareholders’
Agreement is made on 18 July 2014 by and


 


BY
AND BETWEEN:


 


		(1)	Mitsui O.S.K.
Lines, Ltd., a company incorporated under the laws of Japan, having its principal
office at 1-1, Toranomon, 2-Chome, Minato-ku, Tokyo, Japan 105-8688 (“MOL”);



 


		(2)	Höegh
LNG PARTNERS OPERATING LLC, a company incorporated pursuant to the laws of Marshall Islands, having its address at Trust
Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (“HLPO”); and



 


		(3)	Tokyo LNG Tanker Co., Ltd., a company incorporated
under the laws of Japan, having its address at 1-5-20 Kaigan, Minato-ku, Tokyo, Japan 105-8527 (“TLT”).



 


WHEREAS:


 


		(A)	By an Amended and Restated Shareholders’ Agreement dated 31 August 2010, which amended and
restated the Shareholders’ Agreement dated 26 April 2006 as amended and restated on 20 December 2007, the Shareholders agreed
matters in relation to their participation in the ownership, funding and management of SRV Joint Gas Limited and SRV Joint Gas
Two Limited, which each participate in the Neptune LNG Project through ownership of GDF Suez Neptune (Hull Number 1688) and GDF
Suez Cape Ann (Hull Number 1689), respectively.



 


		(B)	GDF Suez Neptune was delivered to SRV Joint Gas Limited as buyer from Samsung Heavy Industries
Co., Ltd. as builder and from SRV Joint Gas Limited as owner to GDF Suez Global LNG Supply SA as charterer on 30 November 2009.



 


		(C)	GDF Suez Cape Ann was delivered to SRV Joint Gas Two Limited
as buyer from Samsung Heavy Industries Co., Ltd. as builder and from SRV Joint Gas Two Limited as owner to GDF Suez Global LNG
Supply SA as charterer on 1 June 2010.



 


		(D)	Höegh LNG Holdings Ltd. has sponsored the formation
of a master limited partnership, Höegh LNG Partners LP (the "HMLP"), units of which have been or will be
listed on the New York Stock Exchange. In connection with the listing of HMLP, certain assets of Höegh LNG Ltd. (the "Previous
Shareholder") have been or are to be transferred to HLPO (wholly-owned by HMLP), including all of the Previous Shareholders'
shares in each of the Companies, as consented to by MOL in the letter to the Previous Shareholder dated 3 March 2014.



 


		(E)	Following the transfer of the shares in the Companies described above, each Company’s share
capital is held as follows:



 


		(i)	HLPO – 25,000 shares – 50%



 


		(ii)	MOL – 24,250 shares – 48.5%



 


		(iii)	TLT – 750 shares – 1.5%



 


		(F)	The Parties have agreed that the relationship between them as Shareholders shall be regulated on
the terms of this Agreement, which shall replace the terms of the Previous Shareholders’ Agreement in their entirety.



 


		(G)	The Shareholders shall participate in the ongoing ownership, funding and management of the Companies
on the terms and conditions set out in this Agreement.



 




    	1



    	 



    

 


NOW THEREFORE, it is hereby agreed
as follows:


 


		1	DEFINITIONS



 


In
this Shareholders’ Agreement the following words and expressions shall have the following
meanings:


 


“Accounts”
means, in relation to each Company, its audited financial statements as at, and for the accounting reference period ended on, the
Accounts Date, to be prepared in accordance with International Accounting Standards.


 


“Accounts
Date” means 31 December in each year.


 


“Articles”
means the Memorandum and Articles of Association of each Company.


 


“Board” means the
Board of Directors of each Company as from time to time constituted.


 


“Builder” means Samsung
Heavy Industries Co., Ltd.


 


“Business Day” means
a day (other than a Saturday or Sunday) on which clearing banks in London, New York and Japan are open for business.


 


“Charterer” means
GDF Suez Global LNG Supply SA.


 


“Change in Control”
shall mean, in relation to any Person (a “relevant person”), any other Person or group of Connected Persons not having
control of the relevant person at the Effective Time directly or indirectly acquiring or obtaining a Controlling Interest in the
relevant person provided that in relation to HLPO the foregoing shall not be a Change in Control if all of the following
conditions remain satisfied and a Change in Control shall in any event be deemed to occur in relation to HLPO if any of the following
conditions ceases to be satisfied (with such conditions to apply for the purposes of Article 13.7, with any necessary consequential
amendments to a Permitted Transferee of HLPO):


 


		(a)	HLNG Holdings retains direct or indirect ownership of at least such percentage of the total common and unsubordinated units
of HMLP as shall give HLNG Holdings the power to veto the removal of the general partner of HMLP;



 


		(b)	HMLP retains ownership of 100% of the units of HLPO;



 


		(c)	the general partner of HMLP shall be a directly or indirectly owned Subsidiary of HLNG Holdings or HLNG Holdings (directly
or through a Subsidiary or Subsidiaries) has the power, directly or indirectly, to direct or cause the direction of the management
and policies of the general partner of HMLP, whether through the ownership of voting securities, by contract or otherwise.



 


“Company” means Company
1 or Company 2 and “Companies” means both of them.


 


“Company
1” means SRV Joint Gas Limited, a limited liability company incorporated under the laws of the Cayman Islands with
an authorised share capital of fifty thousand Dollars ($50,000), divided into fifty thousand (50,000)
shares of par value one Dollar ($1) each, of which all shares are issued and owned as to 25,000 shares by HLPO, 24,250 shares by
MOL and 750 shares by TLT.


 




    	2



    	 



    

 


“Company 2” means
SRV Joint Gas Two Limited, a limited liability company incorporated under the laws of the Cayman Islands with an authorised share
capital of fifty thousand Dollars ($50,000), divided into fifty thousand (50,000) shares of
par value one Dollar ($1) each, of which all shares are issued and owned as to 25,000 shares by HLPO, 24,250
shares by MOL and 750 shares by TLT.


 


"Confidential Information"
as used in this Shareholders' Agreement means all information relating to the Höegh Group, the HMLP Group, the MOL Group and
the TG Group disclosed to a Party (the "Recipient") by another Party (the "Disclosing Party"),
including any business, technical, marketing, financial or other information, whether in electronic, oral or written form, and
all notes, analyses, compilations, studies or other documents prepared by Recipient, which contain or reflect such information.
The contents or existence of discussions or negotiations related to the above shall constitute Confidential Information. Confidential
Information shall not include information that:


 


		(a)	was in the public domain prior to the date of disclosure of such information to Recipient or information
that later becomes part of the public domain by publication or otherwise, except by an unauthorised act or omission on the part
of Recipient; or



 


		(b)	becomes available to Recipient on a non-confidential basis from a source other than the Disclosing
Party, provided that, to Recipient's actual knowledge after reasonable inquiry, such source is not prohibited from disclosing such
information by a contractual, legal, or other obligation to Disclosing Party; or



 


		(c)	was in Recipient's possession prior to disclosure of the same by Disclosing Party; or



 


		(d)	can be shown by Recipient to have been independently developed by its Representatives (as defined
below) without access to the Confidential Information.



 


“Connected Person”
means in relation to a Person:


 





		(a)	any Group Undertaking of that Person;



 


		(b)	any director, officer or shareholder of that Person; and



 


		(c)	any company in respect of which that Person is a director, officer or shareholder,





 


and references in this Agreement to a
person being “connected” with another shall be construed accordingly.


 


“Controlling Interest”
shall mean an interest in shares or similar rights of ownership conferring in aggregate, directly
or indirectly, more than 50% of the total voting rights conferred by all the shares in the equity
share capital or similar rights of ownership of the relevant Person at any time in issue and conferring the
right to (i) vote at all general meetings
on all or substantially all matters or (ii) obtain the right to appoint or
remove directors holding a majority of the voting rights
at meetings of the board of directors of the relevant Person on all or substantially all matters.


 


“Directors”
means the Directors (or any of them) of a Company as from time to time appointed.


 


“Dollars”,
“US $” or “$” means the lawful currency of the United States of America.


 


"Effective
Time" means the time at which this Shareholders' Agreement comes into effect in accordance with Article 17.1.


 




    	3



    	 



    

 


“Group
Undertaking” means, in relation to a Person, any holding company or subsidiary, and any subsidiary of such holding company
(as such terms are defined in section 1159 of the Companies Act 2006) of that Person.


 


"HLNG
Holdings" means Höegh LNG Holdings Ltd. (formerly called Leif Höegh & Co. Limited), a company incorporated
under the laws of Bermuda.


 


"HMLP
Group" means HMLP and its Subsidiaries.


 


“Höegh
Group” means HLNG Holdings and its Subsidiaries.


 


“HLPO
Directors” shall have the meaning as described in Article 9.1.


 


“Insolvency Event”
means, in respect of a body corporate, that it has ceased to trade or has a receiver, examiner,
administrative receiver, administrator or manager appointed over the whole or the majority of its assets or undertakings, or has
become insolvent or gone into liquidation (unless such liquidation is for the purpose of a solvent reconstruction or amalgamation),
compounded with its creditors generally or has otherwise been unable to meet its debts as they fall due or has suffered any similar
event in consequence of debt.


 


“International Accounting Standards”
means the financial reporting standards issued by the International Accounting Standards Board, the financial reporting standards
issued by the International Accounting Standards Committee and generally accepted interpretation thereof.


 


“MOL Directors”
shall have the meaning as described in Article 9.1.


 


“MOL Group” means
MOL and its Subsidiaries.


 


“Neptune LNG Project”
means the LNG project located off the coast of Massachusetts, United States of America, involving the discharge of regasified LNG
from shuttle regasification vessels into offshore buoys.


 


“Party” means a party
who at the date of signing or (including in the case of a Permitted Transferee) later has
become a party to this Shareholders’ Agreement.


 


“Parties”
means all the parties to this Shareholders’ Agreement.


 


“Person” shall mean
any juridical entity and natural persons.


 


“Permitted Transferee”
means, in the case of MOL, any company in the MOL Group, in the case of HLPO, any company in the HMLP Group and in the case of
TLT, any company in the TG Group.


 


“Previous Shareholders’
Agreement” means the amended and restated shareholders’ agreement dated 31 August 2010 referred to in Recital (A).


 


“Qualified Decision”
means a decision of the Board in respect of any matter listed in Article 9.4.


 


“Relevant Proportion”
means, in relation to each Shareholder, the percentage which the number of Shares held by it bears to the total number of Shares
in issue at the relevant time (or, as the case may be, the total number of Shares held at the relevant time by all Shareholders
in respect of whom the relevant percentage is to be calculated at the relevant time).


 




    	4



    	 



    

 


"Representatives" means,
as to any Person, such Person's affiliates and its and their directors, officers, employees, agents, advisors (including, without
limitation, financial advisors, counsel, financing sources, and accountants) and controlling Persons.


 


“Security Documents”
means the (i) negative pledges of shares in each Company entered into between HLPO, MOL, TLT and DNB Bank ASA on or about the date
hereof (ii) vessel sponsor’s undertakings in respect of each Vessel entered into between HLNG, MOL and DNB Bank ASA dated
20 December 2007 and (iii) the deeds of guarantee in relation to each Time Charterparty given by the Previous Shareholder and MOL
in favour of the Charterer on 25 March 2010.


 


“Share” means a share
of US$1 in the Share Capital.


 


“Share Capital”
means, in relation to each Company, its authorised share capital from time to time as issued from time to
time.


 


“Shareholder”
means a Party to this Shareholders’
Agreement or, as the context requires, a Permitted Transferee.


 


“Shareholder
Loan” means the loans made from time to time to a Company by the Shareholders
in accordance with Article 5.1, Article 5.2 and Article 5.3.


 


“Shipbuilding
Contract (1688)” means the shipbuilding contract dated 7 April 2006 (together with all supplements and addenda thereto)
entered into between Company 1 and the Builder in respect of the construction of the shuttle and regasification vessel with Builder’s
Hull number 1688 (GDF Suez Neptune).


 


“Shipbuilding
Contract (1689)” means the shipbuilding contract dated 7 April 2006 (together with all supplements and addenda thereto)
entered into between Company 1 and the Builder in respect of the construction of the shuttle and regasification vessel with Builder’s
Hull number 1689 (GDF Suez Cape Ann) (as the same has been novated from Company 1 to Company 2).


 


“Shipbuilding
Contracts” means Shipbuilding Contract (1688) and Shipbuilding Contract (1689) and “Shipbuilding Contract”
means either of them.


 


“Subsidiary”
means a body corporate from time to time of which another (a) has direct or indirect control, or (b) owns directly or indirectly
more than fifty (50) per cent. of the share capital or similar right of ownership (and in this definition “control”
means the power to direct the management and the policies of a body corporate, whether through the ownership of voting capital,
by contract or otherwise) and “Subsidiaries” shall be construed accordingly.


 


“TG”
means Tokyo Gas Co. Ltd, being the sole shareholder of TLT.


 


“TG Group”
means TG and its Subsidiaries.


 


“Time Charterparty
(Cape Ann)” means the time charterparty dated 20 March 2007 (together with all supplements and addenda thereto) entered
into between Company 1 and the Charterer in respect of the time chartering of the shuttle and regasification vessel GDF Suez Cape
Ann (Builder’s Hull number 1689), which became effective and unconditional on 28 March 2007 (as the same has been novated
from Company 1 to Company 2).


 


“Time Charterparty
(Neptune)” means the time charterparty dated 20 March 2007 (together with all supplements and addenda thereto) entered
into between Company 1 and the Charterer in respect of the time chartering of the shuttle and regasification vessel GDF Suez Neptune
(Builder’s Hull number 1688), which became effective and unconditional on 28 March 2007.


 




    	5



    	 



    

 


“Time Charterparties”
means the Time Charterparty (Neptune) and the Time Charterparty (Cape Ann) and “Time Charterparty” means either
of them.


 


“Vessels” and each
a “Vessel” means the shuttle and regasification vessels GDF Suez Neptune and GDF Suez Cape Ann, owned by Company
1 and Company 2 respectively, and time chartered to the Charterer.


 


		2	purpose of EACH company



 


		2.1	The business of each Company is to own a Vessel and time charter out a Vessel to the Charterer
or any other charterer acceptable to the Parties. The intended business of each Company is to own and charter a vessel for the
purposes of the Neptune LNG Project or otherwise as agreed with the Charterer. Each Company is party to a Shipbuilding Contract
with the Builder. The Parties shall procure that the Vessels shall be delivered (if not already
delivered) according to the requirements of the Charterer or any other charterer approved by the Board pursuant to Article 9.4
as applicable.



 


		2.2	The details of Company 1 and Company 2 are as set
out in the Schedule to this Shareholders’ Agreement.



 


		3	MANAGEMENT AND TECHNICAL AGREEMENT



 


The technical
and crewing management of the Vessels shall be carried out by a company from the Höegh Group (determined or to be determined
by HLPO after consulting with MOL) on the terms of a ship management agreement approved in accordance with the Previous Shareholders’
Agreement. MOL will be entitled to second an appropriate and reasonable number of persons to such Höegh Group management company
for participation in the management of the Vessels.


 


The
commercial management of the Vessels shall be carried out by a company from the Höegh Group (determined or to be determined
by HLPO after consulting with MOL) on the terms of a commercial management agreement which was approved in accordance with the
Previous Shareholders’ Agreement.


 


		4	CAPITALISATION OF THE COMPANY - SHARE CAPITAL OF THE COMPANIES




 


		4.1	Each Company was formed and exists as described in the definition of “Company 1” and
“Company 2” in Article 1, with each of HLPO, MOL and TLT owning 50%, 48.5% and 1.5% (respectively) of the Share Capital
of each Company as described in such definition and in the Schedule hereto.



 


		5	FINANCING OF THE VESSELs



 


		5.1	It is the intention of the Parties to seek limited recourse
finance for the Vessels if such can be arranged at competitive cost. The Parties agree that each Company should seek to secure
the most efficient funding for its Vessel and each Shareholder undertakes subject to Article 5.5 to subscribe for additional Shares
and/or provide Shareholder Loans in each case in its Relevant Proportion to the extent that the funding required by a Company for
its Vessel is not available through non-Shareholder debt or other sources on terms reasonably acceptable to the Board of that Company.
Until a Company has obtained finance for its Vessel, the Parties shall subject to Article 5.5 procure that instalments payable
to the Builder under each Shipbuilding Contract shall be financed by Shareholder Loans to be provided by the Parties in the Relevant
Proportions.



 




    	6



    	 



    

 


		5.2	Each Shareholder Loan referred to in Article 5.1 above shall
bear an interest rate of eight percent (8%) per annum and such interest shall be calculated on a quarterly basis and added to the
outstanding principal amount. 



 


		5.3	Save as set out in Article 5.1, each Company shall be financed, so far as possible, from external
sources on a non-recourse basis to the Shareholders, on such terms as shall be determined from time to time by the Board of that
Company (but subject always to the prior approval of each of HLPO and MOL (on behalf of itself and TLT)) and so that any security
required to be provided in respect of such finance shall, if possible, be provided by that Company which shall, if necessary and
if so, from time to time, by its Board (but subject always to the prior approval of each of HLPO and MOL (on behalf of itself and
TLT), be empowered to create any security interests required to obtain such finance. To the extent that the working capital requirements
of a Company exceed that Company’s resources and cannot be financed from external sources in accordance with this Article
(or cannot be financed on terms acceptable to HLPO and MOL (on behalf of itself and TLT)), the amount or amounts so required may
be contributed to that Company by the Shareholders (in the Relevant Proportions) in such form (whether by way of additional share
capital subscriptions, Shareholder Loans or otherwise) and on such terms as shall be agreed (and, for the avoidance of doubt, subject
always to agreement between the Shareholders but subject as provided below) between the Shareholders within 30 Business Days after
written notice served by any of the Shareholders upon the others specifying the amount required to be so contributed and the Business
Day on which it is required. It is agreed and acknowledged by the Parties that, save for paying for fully paid-up shares in each
Company, and as set out in Article 5.1, no Shareholder shall have any obligation to provide any funding to a Company, so that any
such funding shall only be required to be provided by the Shareholders if and to the extent that the Shareholders so agree in writing
from time to time Provided that each Shareholder agrees that it shall use its best endeavours to reach agreement regarding
such funding from the Shareholders and the terms of any such funding.



 


		5.4	The obligations of each Shareholder under this Article 5 shall automatically cease and determine
in relation to a Company if a Company shall be the subject of an Insolvency Event.



 


		5.5	The total amount which each Shareholder shall be required to contribute in aggregate to the Companies
under this Article 5 shall be limited as follows:



 


		(a)	in the case of Company 1;



 


		(i)	to a maximum of US$25 million in the case of HLPO; and



 


		(ii)	to a maximum of US$25 million in the case of MOL and TLT (who shall be liable on a several basis
in accordance with their Relevant Proportions),



 


		(b)	in the case of Company 2;



 


		(i)	to a maximum of US$25 million in the case of HLPO; and



 


		(ii)	to a maximum of US$25 million in the case of MOL and TLT (who shall be liable on a several basis
in accordance with their Relevant Proportions),



 


or such greater
amount as may be mutually agreed in writing by the Shareholders having regard to the capital requirements of each Company from
time to time.


 


		6	fees



 


		6.1	The fees to be paid by MOL to HLPO in connection with this Shareholders’ Agreement shall
be separately agreed between MOL and HLPO.



 




    	7



    	 



    

		7	GUARANTEE/support undertaking



 


		7.1	The Charterer and/or finance providers to the Companies may require the performance of a Company
to be guaranteed or otherwise supported, in which case each Party will provide guarantees
or support undertakings on a several basis in its Relevant Proportion on terms to be agreed with the relevant Charterer and/or
finance provider, save that any guarantees or support undertakings required to be provided
by TLT under this Article 7 shall be provided subject to Article 7.3. Should any guarantee or support undertaking be provided by
a Party otherwise than severally by reference to Relevant Proportions, the relevant Parties shall indemnify and keep indemnified
the other Party from and against its proportion of its liability in excess of its Relevant Proportion. No fee shall be payable
by a Company to the Parties in connection with the provision of such guarantees or support undertakings.



 


		7.2	Acknowledging that the deeds of guarantee in relation to each
Time Charterparty given by the Previous Shareholder and MOL in favour of the Charterer on 25 March 2010 will continue in full force
and effect, MOL and the Previous Shareholder have entered into or will enter into on or around the date of this Shareholders' Agreement
an agreement in respect of any joint and several liability thereunder to reflect indemnification for liability in excess of Relevant
Proportion in a similar manner as is contained in Article 7.1.



 


		7.3	In respect of any guarantee or support undertaking required
to be provided by TLT under Article 7.1:



 


		(i)	such guarantee or support undertaking shall be provided by
MOL on behalf of TLT in addition to any guarantee and support undertaking MOL is itself required to provide under Article 7.1 and
TLT agrees to indemnify and keep indemnified MOL from and against all liability in respect of any guarantee or support undertaking
provided by MOL on behalf of TLT, save to the extent that HLPO is required to indemnify MOL under this Article (or save to the
extent that the Previous Shareholder is required to indemnify MOL as referred to in Article 7.2); and



 


		(ii)	where such guarantee or support undertaking has been provided
by MOL prior to the date hereof pursuant to MOL’s obligations under the Previous Shareholders’ Agreement, including
under any of the Security Documents, TLT agrees to indemnify MOL in respect of an amount equal to its Relevant Proportion of the
guarantee or support undertaking provided by MOL.



 


		8	articles OF each COMPANY



 


If there is
a conflict between the Articles and the provisions of this Shareholders’ Agreement, the provisions of this Shareholders’
Agreement shall prevail and the Shareholders shall procure that the Articles are amended
accordingly and shall not exercise any rights conferred on them by the Articles which are or may be inconsistent with or in conflict
with this Shareholders’ Agreement.


 


		9	DIRECTORS AND OFFICERS AND OTHER MATTERS



 


		9.1	Unless otherwise agreed by the Shareholders, the Board of each Company shall consist of a total
number of four (4) Directors, who shall be appointed as follows:



 


		(i)	MOL shall, whilst and so long as this Shareholders’ Agreement is in force and it and its
Permitted Transferees continue to hold no less than 48.5% of the total number of Shares in issue, be entitled to nominate or appoint
two (2) Directors to the Board of each Company (the “MOL Directors”); and



 


		(ii)	HLPO shall, whilst and so long as this Shareholders’ Agreement is in force and it and its
Permitted Transferees continue to hold no less than 50% of the total number of Shares in issue, be entitled to nominate or appoint
two (2) Directors to the Board of each Company (the “HLPO Directors”).



 




    	8



    	 



    

 


MOL
and HLPO undertake to elect or appoint the number of Directors as set out in
this Article 9.1 in accordance with this Shareholders’ Agreement and the Articles.


 


		9.2	The chairmanship of each Board meeting shall alternate between MOL and HLPO.




 


The
Board shall also appoint a president or vice-president, or alternatively a deputy
chairman, if required.


 


A Director
may at any time be replaced by the Shareholder that has appointed him. Such removal of a Director
and appointment of a new Director shall be made by written notice from the Shareholder
to the Director(s) in question and to the relevant Company and shall be in accordance with the Articles. Such notice shall take
effect upon lodgement at the registered office of the relevant Company. The Shareholder removing the Director shall be responsible
for and shall indemnify each other Shareholder and the relevant Company against any loss, liability or cost that any of them may
suffer or incur as a result of any claim by such Director for unfair or wrongful dismissal or otherwise howsoever arising out of
such removal.


 


Each
Director shall have one vote. The Chairman shall not have a second vote.


 


9.3


 


		(a)	The quorum for the transaction of business at any Board meeting shall be at least one (1) MOL Director,
and one (1) HLPO Director present in person or by proxy.



 


		(b)	A Board meeting
can be held by means of telephone or other communication facilities as to permit all
persons to communicate with each other
simultaneously and instantaneously and participation in such meeting shall
constitute presence in person at such meeting. A Board meeting held in this way shall
be considered held in the place where the minutes of the meeting are signed.



 


		(c)	A resolution signed by sufficient Directors to form a quorum shall be as valid and effectual
as a resolution passed at a Board meeting. 



 


		(d)	If there is a deadlock with the same number of votes in favour
of and against a decision, or if there is no quorum at a Board meeting duly called, a new Board meeting
may be called with five (5) days prior notice to each Director, at which
the Directors present at the next meeting shall form a quorum for decisions in those matters which were on the agenda at the first
Board meeting, but always subject to the provisions of Article 9.4. In the event that there
is still a deadlock or no quorum is present, no decision is made. The dispute
creating the deadlock shall then promptly be referred to the top management of the respective Shareholders (excluding TLT). The
top management shall meet within 30 days of such referral. In the event that the respective
representatives of the top management are unable to resolve the dispute within a reasonable time not to exceed 60 days:



 


		(i)	if there are the same Shareholders in each Company and the Relevant Proportion of the ownership
of the Shares in each Company (MOL and TLT’s shareholdings being taken together for this purpose and them being treated as
a single Shareholder) is 50% (or if there are the same Shareholders in each Company and the ownership of the Shares in each Company
is in different Relevant Proportions but those Relevant Proportions are such that each Shareholder (MOL and TLT’s shareholdings
being taken together for this purpose and them being treated as a single Shareholder) has a 50% interest in the Shares of both
Companies taken together), the Shareholders (excluding TLT) shall attempt to agree within 30 days that their shareholdings shall
be exchanged so that MOL and TLT between them (in the proportions 97% and 3% respectively) acquire 100% of the Shares in a Company
and HLPO acquires 100% of the Shares in a Company;



 




    	9



    	 



    

 


		(ii)	if the position in relation to the ownership of the Shares in both Companies is otherwise than
described in (i) above or if agreement as described in (i) above is not achieved within 30 days, a Shareholder (excluding TLT)
may take the steps referred to in Article 13. Such steps may be invoked in relation to the Shares in one Company only, if the dispute
relates to that Company alone, or may be invoked in relation to both Companies if the dispute is common to the running of both
Companies.



 


		9.4	A Qualified Decision requires the unanimous approval of the Directors.



 


The following matters require
a Qualified Decision of the Directors:


 


		(i)	the agreement of any form of time charter to be entered into between a Company and the Charterer
or any other charterer or any material amendment to the Time Charterparties;



 


		(ii)	the agreement of any form of ship management agreement to be entered into between a Company and
any member of the Höegh Group or any other manager;



 


		(iii)	the agreement of the terms of any financing of the Vessels or any other financing exceeding US$5,000,000
pursuant to Article 5;



 


		(iv)	the amendment of either Shipbuilding Contract unless such amendment:



 


		(A)	is required under the terms of the Time Charterparty relating to the relevant Vessel (which has
been approved under this Article 9.4); or



 


		(B)	is in the opinion of HLPO, acting reasonably and having consulted with MOL, necessary in the context
of the Neptune LNG Project;



 


		(v)	making investments exceeding US$2,500,000 per Company or US$5,000,000 in aggregate in respect of
the Companies;



 


		(vi)	amendment of the Articles or commencement or change of the business or
operations of a Company or amendments to the composition of the Board (other than as provided in Article 9.1 or 9.2 above);



 


		(vii)	issuance of any new Shares or the granting of any options or rights to
subscribe for Shares or issuance of loan capital or convertible securities, alteration of the nature of
the share capital of a Company or formation of any subsidiary;



 


		(viii)	the granting of any security over any Shares other than in accordance with the Security Documents;



 


		(ix)	acquisition of other companies;



 


		(x)	entering into joint ventures and other long-term co-operations
with third parties;



 


		(xi)	taking any action in respect of a significant contractual dispute including commencement and defending
any action or settling any dispute; and



 


		(xii)	sale of either Vessel.



 




    	10



    	 



    

 


		9.5	All other decisions and resolutions of the Board shall be passed by simple majority.



 


		9.6	For so long as TLT holds at least 1.5% of the Shares in issue in a Company, it shall have the right
to appoint a representative to attend as an observer at each and any meeting of the Board of that Company or any other meetings
of MOL and HLPO (in their capacity as Shareholders of that Company), provided that the subject matter of such meeting, in the opinion
of the commercial manager of that Company, is a matter that is of material importance to the Neptune LNG Project.



 


		10	DIVIDEND AND DISTRIBUTION POLICY



 


Subject
to the maintenance of prudent profits by way of reserve, and compliance with
any financial covenant given by a Company to its lenders in respect of its financing, and subject to
the determination by the Board as to the working capital requirements and cash flow conditions
of a Company, the Board shall declare and distribute, in respect of each financial
year of each Company, the maximum amount of its profits as are determined by the Board
to be available for distribution in accordance with applicable laws provided that
any such distribution shall be firstly by way of the repayment of principal of any
outstanding Shareholders’ Loans (in the Relevant Proportions).


 


		11	general meetings



 


When,
under the Cayman Islands corporate law, a decision of a general meeting of shareholders (“General Meeting”)
is required, or the matter is referred to a General Meeting, any decisions, resolutions
and transactions shall be resolved or approved by the Shareholders of a Company in
accordance with the Articles and applicable Cayman law.


 


Such
meetings shall be established only when all Shareholders are properly called to
a General Meeting in accordance with the Articles and applicable Cayman law.


 


The
chairmanship of each General Meeting shall alternate between MOL and HLPO.


 


		12	AUDITORS



 


		12.1	The Shareholders shall coordinate with the appointed auditor of each Company in connection with
the preparation of an annual audit of its annual accounts.



 


		12.2	HLPO shall procure that there are despatched to the Board of each Company within 120 days after
each Accounts Date, final Accounts for the accounting reference period ended on such Accounts Date.



 


		12.3	Each Party shall promptly after it becomes aware of the same notify the Board of:



 


		(i)	details of any claims made or (so far as the relevant Party is aware) threatened against either
Company or either Vessel; and



 


		(ii)	details of any litigation or other proceedings commenced or (so far as the relevant Party is aware)
threatened against either Company or either Vessel.



 


		13	TRANSFER OF SHARES - SYNDICATION
OF OWNERSHIP INTERESTS



 


		13.1	Unless otherwise mutually agreed by all Shareholders, sale or transfer of the Shares shall not
take place except as provided in this Article 13.



 




    	11



    	 



    

 


		13.2	A Shareholder (excluding TLT) intending to sell its
Shares in either or both of the Companies (the “Withdrawing Shareholder”) shall give written notice (the “First
Notice”) to the other Shareholder(s) (excluding TLT) (the “Remaining
Shareholder(s)”) of its intention
to dispose of its Shares. In the event that MOL is the Withdrawing Shareholder, MOL shall be deemed to be exercising rights
under this clause in respect of Shares held by MOL and TLT and in the event that MOL transfers all or a proportion (the “MOL
Proportion”) of its shareholding in a Company under this Article 13, TLT agrees to transfer its entire shareholding or
the MOL Proportion of its shareholding (as applicable) in that Company to such transferee on and subject to the same terms of sale
as the MOL Shares are transferred. MOL shall be entitled to exercise (or not to exercise) TLT’s rights under this Article
in respect of all of the Shares held by TLT and any notices to be given to Shareholders under this Article shall be given to MOL
for itself in respect of Shares held by MOL and on behalf of TLT in respect of Shares held by TLT. Within
thirty (30) days of issuing the First Notice, the Withdrawing Shareholder shall establish a fair cash price evaluation
of its Shares at its own cost and expense as follows:



 


		(A)	the Withdrawing Shareholder and the Remaining Shareholder(s)
shall jointly select three (3) independent valuers chosen from internationally recognised LNG shipbrokers to prepare three
(3) independent cash price valuations of the applicable Vessel or, as the case may be, the Vessels (taking into account any employment)
in the prevailing market conditions assuming
a sale was to take place within ninety (90)
days.



 


		(B)	the average value of the applicable Vessel or, as the case may be, the Vessels (taking into account
any employment) shall be determined from the average of the three (3) cash price valuations
received from the three (3) independent valuers chosen from internationally
recognised LNG shipbrokers. Such average value shall represent an indicative fair cash
price of the applicable Vessel or, as the case may be, the Vessels. In the event that
the Shareholders are unable to agree on the three valuers within 15 days, each Shareholder shall appoint its
valuer and the average of the value assessed by these valuers
shall be used as average value hereunder.



 


		(C)	the value of the Company’s or, as the case may
be, the Companies’ other assets and liabilities shall be assessed by the Company’s Auditor (acting as an expert and
not as an arbitrator) adopting the average value of the Vessels determined in Article
13.2 (B).



 


		(D)	upon receipt of the three (3) independent valuations in Article
13.2(A) and the Company Auditor’s
valuation in Article 13.2(C), the Withdrawing Shareholder shall give the Remaining Shareholder(s) a further notice (the “Second
Notice”) and at the same time forward to the Remaining Shareholder(s) the
valuations referred to in Article 13.2(A) and (C). The
Shareholders shall as soon as reasonably practicable after receipt of the Second Notice, at mutually convenient times and locations,
meet and negotiate in good faith for a period of ninety (90) days for the purpose of concluding the terms for a sale of the Shares
of the Withdrawing Shareholder to one or more of the Remaining Shareholders. If there is more than one Remaining Shareholder, each
Remaining Shareholder shall have the right to purchase the number of the offered Shares
calculated by expressing the relevant Remaining Shareholder’s shareholding (expressed
as a percentage of the total issued capital
held by all Remaining Shareholders) in the Company or, as the case may be, the Companies as a percentage of the total number of
offered Shares.



 




    	12



    	 



    

 


13.3


 


		(A)	If after receipt of the Second Notice, no Remaining Shareholder meets with the Withdrawing
Shareholder or in the event that the good faith negotiations in Article 13.2(D) have not resulted in the conclusion of terms
for a sale of the Shares of the Withdrawing Shareholder within the period referred to in
Article 13.2(D), the Withdrawing Shareholder shall be entitled to proceed with the sale of its
Shares to a third party. Once the Withdrawing Shareholder and a proposed third party
transferee (“Transferee”) have fully negotiated the final terms
and conditions of a transfer such final terms and conditions and the identity of the
Transferee shall be disclosed in detail to the Remaining Shareholder(s) in
a written notice (the “Third Notice”)
by the Withdrawing Shareholder to the Remaining Shareholder(s). The Remaining Shareholder(s)
shall have, and if more than one then each severally shall have:



 


		(1)	a preferential right to acquire the Withdrawing Shareholder’s
Shares on the same terms and conditions proposed by the Transferee (save that the only
warranties to be given by the Withdrawing Shareholder in respect of such shares would be warranties relating to title). The Remaining
Shareholder(s) preferential right shall be exercised within thirty (30) days of
receipt of the Third Notice by the Remaining Shareholder(s) delivering to all other Shareholders
written notice of its intention to accept the same terms and conditions of the
proposed transfer to the third party without reservations or conditions (the “Acceptance”);
and



 


		(2)	a right to sell
its Shares to the Withdrawing Shareholder at the same price set out in the Third Notice.
The Remaining Shareholder(s) right shall be exercised within thirty (30) days of receipt of the Third Notice by the Remaining Shareholder(s)
exercising the right to sell its Shares
(the “Issuing Shareholder(s)”) delivering to all other Shareholders written notice (the “Buy Out Notice”)
to all Shareholders of the
Issuing Shareholder(s) election to sell its Shares to the Withdrawing Shareholder. Once the Buy Out Notice is
issued, the Withdrawing Shareholder shall be obliged to
purchase the Issuing Shareholder(s) Shares,
at the price stated in the Third Notice, for
value within sixty (60) days of the date of the Buy Out Notice. The sale by the Issuing
Shareholder pursuant to this Article 13.3 (A)(2) shall not be subject to any pre-emption
rights of any Shareholder.



 


		(B)	If no Acceptance or Buy Out Notice is delivered by the Remaining
Shareholder(s) within thirty (30) days of the receipt of the Third Notice, the Withdrawing Shareholder shall be entitled to proceed
with the sale to the proposed third party transferee, subject to compliance with the other provisions of this Shareholders’
Agreement, under terms and conditions no more favourable to the proposed third party transferee than those set forth in the Third
Notice to the Remaining Shareholder(s), provided that the transfer to the proposed third party transferee shall be concluded within
ninety (90) days from the date of the Third Notice plus such reasonable additional period
not to exceed thirty (30) days as may
be required to secure the written approval of
the Charterer and
any mortgagee(s) of
the Vessel(s);



 




    	13



    	 



    

 


		(C)	If more than
one Remaining Shareholder issues an Acceptance to acquire the Withdrawing Party’s
Shares under Article 13.3(A), then each such Remaining Shareholder may acquire a proportion of the Withdrawing Shareholder’s
Shares equal to the ratio that its own shareholding (expressed as a percentage of
the total issued capital in the Company held by all Remaining Shareholders) bears to the total number of Withdrawing Party’s
Shares on offer, unless the Remaining Shareholders otherwise agree amongst themselves;
and



 


		(D)	In the event that the Withdrawing Shareholder’s proposed
transfer to the third party of part or all of its Shares involves consideration other
than cash or involves other
assets included in a wider
transaction (a “Package Deal”),
then the Withdrawing Shareholder’s Shares shall be allocated a reasonable and justifiable cash
value by the Withdrawing Shareholder in the Third Notice to the Remaining Shareholder(s) to reflect the value of the Shares in
the package deal to the proposed third party transferee. The Remaining Shareholder(s)
may exercise their pre-emption rights in Article
13.3(A) by issuing either (i) an Acceptance agreeing to pay the cash value
stated in lieu of the Package Deal consideration in the Third Notice or (ii) a Buy
Out Notice at the cash value stated in lieu of the
Package Deal consideration in the Third Notice.



 


		13.4	Any sale of
Shares pursuant to the above provision of this Article 13 shall be subject to the written
approval of the Charterer and any mortgagee(s) of
the Vessel(s), if required and also subject to the purchaser of the Shares entering into a deed of accession to this Shareholders’
Agreement on terms acceptable to the Company and the other Shareholder.



 


		13.5	A Shareholder (including, for the avoidance of doubt, TLT) shall
have the right to sell, transfer or assign its Shares (or a part thereof) in either
or both of the Companies to a Permitted Transferee subject to the consent of the other
Shareholder(s), which consent shall not unreasonably be withheld. The Shareholder intending to transfer its Shares (or part thereof)
(the “Transferor Shareholder”) to the Permitted Transferee shall at the time of its request for the
consent of the other Shareholder(s) (the
“Consenting Shareholder(s)”) provide documentation to the reasonable satisfaction of the Consenting Shareholder(s)
of the Permitted
Transferee’s financial ability to meet payment obligations and liabilities under this Shareholders’
Agreement and demonstrating that the Permitted Transferee has the technical and managerial
resources to discharge its obligations if it were
a Shareholder. It shall be deemed reasonable grounds to withhold consent to any sale,
transfer or assignment to a Permitted Transferee if either:



 


		(i)	the Consenting Shareholder(s) is or are not satisfied as to the financial standing of the proposed
Permitted Transferee; or



 


		(ii)	the Consenting Shareholder(s) is or are not satisfied as to the management or technical
resources available to the Permitted Transferee
to discharge its obligations under this Shareholders Agreement.



 


Any
consent given by the Consenting Shareholder(s) shall be subject to the written approval
of any mortgagee(s) of the Vessel(s) if required and also subject to the Transferor
Shareholder and the Permitted Transferee
entering into a deed of accession to this Shareholders’ Agreement
on terms acceptable to the Company and the other Shareholders before any
such share transfer shall become effective.


 


		13.6	In the event of a sale, transfer or assignment of Shares hereunder,
all costs incurred by the Withdrawing Shareholder(s), Remaining Shareholder(s), Consenting
Shareholder(s) or Issuing Shareholder(s) as
applicable in relation to the transaction, including all legal
and financial costs, break costs and other costs (inclusive of
VAT), (collectively the “Costs”) shall
be borne and paid for as follows:



 




    	14



    	 



    

 


		(i)	the Withdrawing
Shareholder shall pay the Remaining Shareholder(s) Costs if the terms of sale are
concluded during the ninety (90) day period after the receipt of the Second Notice
under Article 13.2(D);



 


		(ii)	the Withdrawing Shareholder shall pay the Remaining Shareholder(s)
Costs if any Acceptance is issued under Article 13.3(A)(1) by any Remaining Shareholder(s);



 


		(iii)	the Withdrawing Shareholder shall pay the Remaining Shareholder(s) Costs if a Buy Out Notice is
delivered in accordance with Article 13.3(A)(2) by the Issuing Shareholder(s). The Issuing Shareholder(s) shall bear their own
cost of such sale; and



 


		(iv)	the Transferor Shareholder shall pay the Consenting
Shareholder(s) Costs in respect of any transaction in accordance with Article 13.5.



 


		13.7	Where there is a Change in Control of a Permitted Transferee which has received from the Transferor
Shareholder Shares under Article 13.5, the following provisions shall apply as between the Permitted Transferee and the
Remaining Shareholder(s) from the date the Permitted Transferee signs and delivers unconditionally
the deed of accession to this Shareholders’ Agreement:



 


		(i)	the Permitted Transferee shall be obliged to notify
the Remaining Shareholder(s) of any Change in Control of
the Permitted Transferee;



 


		(ii)	on the date of
the Permitted Transferee’s
notice under Article 13.7(A) or in the event of a failure
to give notice as soon as the Remaining Shareholder(s) become aware of a Change in
Control of the Permitted Transferee, the Permitted
Transferee shall be deemed to have made an
offer to sell its Shares to the Remaining Shareholder(s);



 


		(iii)	the Permitted Transferee and the Remaining Shareholder(s)
shall, within thirty (30) days of the
Remaining Shareholder(s) becoming aware of the Change in Control, at the Permitted
Transferee’s expense, jointly select three (3) independent valuers chosen from internationally recognised LNG shipbrokers
to prepare three (3) independent cash price valuations
of the applicable Vessel, or as the case may be, the Vessels (taking into account any employment) in
the prevailing market conditions assuming for, the purposes of the valuation that a sale was to take place within ninety
(90) days;



 


		(iv)	the average of the three (3) independent cash price valuations (the “Average Value”)
shall for the purpose of determining the price of the Permitted Transferee’s
Shares represent the cash price of the applicable Vessel or, as the case may be, the
Vessels. The cash price of the Permitted Transferee’s
Shares shall be calculated by expressing the Permitted Transferee’s shareholding
(expressed as a percentage of the
total issued capital in the Company held by all Remaining Shareholders) as
a percentage and multiply that percentage by the Average Value. In the event that the Shareholders are
unable to agree on the three valuers within fourteen (14) days, each Shareholder shall
appoint its valuer and the average of the value assessed by these valuers shall be
used as average value; 



 


		(v)	the Permitted Transferee shall deliver copies of the
three (3) independent cash price valuations. The Remaining Shareholders shall have thirty
(30) days from the date of receipt by them of the three (3) independent cash price
valuations to accept or reject the Permitted Transferee’s offer to sell its Shares; and



 


		(vi)	if there is more than one Remaining Shareholder accepting the Permitted
Transferee’s offer to sell its Shares then each such Remaining Shareholder may
acquire a proportion of the Permitted
Transferee’s Shares equal to the
ratio that its own shareholding (expressed as a percentage of the total issued capital
in the Company held by all Remaining Shareholders) bears to the total number of Permitted
Transferee’s Shares, unless the Remaining Shareholders otherwise agree
amongst themselves.



 




    	15



    	 



    

 


		13.8	Where MOL is the Withdrawing Shareholder, TLT shall indemnify
MOL for such proportion of costs paid by MOL as TLT’s Shares bear to the total number of Shares transferred by MOL. 



 


		13.9	Notwithstanding any other provision of this Article 13, TLT
shall be entitled to sell and MOL shall purchase, TLT’s shareholding in a Company at a price to be agreed between MOL and
TLT at the relevant time in the event that:



 


		(i)	a board or shareholder resolution of the Company which, in TLT’s reasonable opinion, materially
conflicts with one or more of the assumptions used by TLT in deciding to participate in the Neptune LNG Project is passed; or



 


		(ii)	there is in TLT’s reasonable opinion a material change in the business of the Company from
that assumed by TLT in deciding to participate in the Neptune LNG Project; or



 


		(iii)	such sale is required by, or TLT is prevented from maintaining its shareholding in a Company by,
any securities exchange or regulatory or governmental body to which TLT is subject.



 


In the event that the price
to be paid for the Shares being transferred under Article 13.9 cannot be agreed between MOL and TLT within thirty (30) days of
TLT expressing its intention to sell its shareholding, then the procedure set out in Article 13.2 (A), (B) and (C) shall be employed
in order to obtain a valuation.


 


TLT shall exercise its right
to sell its Shares under this Article 13.9 by giving written notice to MOL (the “TLT Sale Notice”). Once the
TLT Sale Notice has been given, MOL shall be obliged to purchase TLT’s Shares in the relevant Company at the price as determined
above for value within ninety (90) days of the TLT Sale Notice. The sale by TLT pursuant to this Article 13.9 shall not be subject
to any pre-emption rights of any Shareholder.


 


In the event of a sale of Shares
under this Article 13.9, all Costs (as defined in Article 13.6) incurred by HLPO shall be borne and paid for by TLT or, if not
paid for by TLT, by MOL.


 


		13.10	Save as otherwise provided in this Agreement, where a Shareholder transfers any Shares under this
Article 13 or otherwise under this Agreement, it shall also simultaneously transfer a corresponding proportion of its Shareholder
Loans made to the relevant Company at a price to be agreed between the transferor and the transferee.



 


		14	PLEDGE OF SHARES



 


		14.1	None of the Shareholders shall be entitled to pledge, charge, mortgage, encumber or hypothecate
its Shares unless the pledgee undertakes to respect and be bound by the obligations of the
pledgor as a Shareholder and a party to this Shareholders’ Agreement as if they
applied to the pledge.



 


		14.2	Subject to the preceding paragraph, the Parties
are permitted to pledge their Shares for the purpose of financing the Vessels.



 




    	16



    	 



    

 





	

	15	TERMINATION






In
the event that:


 


		15.1	any of the Parties default in making any payments hereunder (including, without limitation, pursuant
to Article 5.1) and such default continues for a period of fourteen (14) days after notice thereof has been given to the defaulting
Party;



 


		15.2	any of the Parties default in any of its material duties and/or
obligations hereunder (other than such default described under Article 15.1 above) (including, without limitation, pursuant to
Article 7) which if capable of remedy is not remedied to the
satisfaction of the other Parties within
thirty (30) days of giving notice thereof;



 


		15.3	any of the Parties do any of the following:



 


		(i)	apply for or appoint to it a receiver, trustee, liquidator of itself or any part of its assets
(other than a voluntary liquidation for the purpose of amalgamation or reconstruction, the terms of which have been previously
approved by the other Shareholders in writing);



 


		(ii)	stop or threaten to stop payment or cease to carry on its business or substantially the whole of
its business;



 


		(iii)	make a general assignment for the benefit of its creditors;



 


		(iv)	go into liquidation or be adjudicated bankrupt or insolvent or commit an act
of insolvency;



 


		(A)	file a voluntary petition for its bankruptcy or petition of a re-organisation;



 


		(B)	make any arrangement
with creditors to take advantage of any insolvency law; or



 


		(C)	anything analogous to the foregoing under the laws of the
country of its incorporation;



 


		15.4	a Change in Control shall occur in relation to any of the Parties, (the "Change in Control
Party") and the Person who has acquired or obtained a Controlling Interest in the Change of Control Party is a major and
direct competitor (in the LNG business) of any other Party such that it would be (as determined by the other Party; acting reasonably)
commercially unfeasible for such other Party and the Change in Control Party to continue in the joint venture constituted by this
Shareholders' Agreement,



 


(Shareholders
in default under 15.1 or 15.2 above or being in any such circumstance as described
under 15.3 or 15.4 above hereinafter referred to as the “Affected Shareholder”)


 


then
in such event: 


 


		(i)	if there are the same Shareholders in each Company and the Relevant Proportion of the ownership
of the Shares in each Company (MOL and TLT’s shareholdings being taken together for this purpose and them being treated as
a single shareholder) is 50% (or if there are the same Shareholders in each Company and the ownership of the Shares in each Company
is in different Relevant Proportions but those Relevant Proportions are such that each Shareholder (MOL and TLT’s shareholdings
being taken together for this purpose and them being treated as a single shareholder) has a 50% interest in the Shares of both
Companies taken together), the Shareholders shall attempt to agree within 30 days that their shareholdings shall be exchanged so
that MOL and TLT between them (in the proportions 97% and 3% respectively) acquire 100% of the Shares in a Company and HLPO acquires
100% of the Shares in a Company;



 




    	17



    	 



    

 


		(ii)	if the position in relation to the ownership of the Shares in both Companies is otherwise than
described in (i) above or if agreement as described in (i) above is not achieved within 30 days, any Party other than the Affected
Shareholder shall be entitled to:



 


		(A)	demand immediate termination of this Shareholders’ Agreement by reason thereof as regards
the relevant Company or Companies and a liquidation of the relevant Company (if the Affected Shareholder is a Shareholder in one
Company only) or the Companies (if the Affected Shareholder is a Shareholder in both Companies) shall thereupon be effected as
soon as all the obligations of the relevant Company or, as the case may be, each Company towards any third parties have been fulfilled
and have expired; or



 


		(B)	purchase the Shares and the Shareholder Loan(s) of the Affected Shareholder in the relevant Company
(if the Affected Shareholder is a Shareholder in one Company only) or the Companies (if the Affected Shareholder is a Shareholder
in both Companies) at a price based on a fair price evaluation by three independent evaluators who shall be appointed jointly by
the parties. This pre-emption right is subject to a request for appointment of evaluators
being made within thirty (30) days from a written notice given to the other Parties stating that a default exists. The evaluators
shall be chosen from internationally recognized LNG shipbrokers. The fair price evaluation
of the Shares (in the relevant Company or both Companies, as the case may be) is to be based
on the total value of the relevant Company or the Companies, as the case may be. If the Parties cannot agree on the appointment
of evaluators within thirty (30) days from receipt of such notice, such appointment shall be
made by the president of the London Maritime Arbitrators Association. The evaluators shall determine the fair price of
the Shares (in the relevant Company, or both Companies, as the case may be) within ninety (90) days from the time of the notice
stating the default. The fair price evaluation shall be established on the basis of cash
payment against delivery of the Shares at the end of a one-hundred-and-fifty (150) day-period from
the aforementioned notice. However, if any of the other Parties does not find the price for the Shares (in the relevant
Company or both Companies, as the case may be) based on the fair
price evaluation acceptable, then the pre-emption rights may be withdrawn in
writing to the Affected Shareholder at the latest
seven (7) days after notice has been provided that the fair price evaluation by the independent evaluators has not been
accepted by the Parties and the Parties shall remain Shareholders. Settlement shall take
place at the latest one-hundred-and-fifty (150) day-period from the aforementioned
notice.



 


PROVIDED
ALWAYS that such right of termination of this agreement shall be without prejudice
to any other right which the other Parties may have towards the Affected Shareholder
in respect of such default and the termination or exercise of pre-emption rights shall
thus take effect without prejudice to any rights accrued between the Parties.


 


In the
event of such default by a Party described under 15.1 above, the other Shareholders
shall have the option to make the shortfall caused by such default and to the extent
a Shareholder shall remit such funds, it shall be entitled to an indemnity from the Affected Shareholder
to include interest at the three month USD LIBOR rate at the relevant time plus two
percent (2%) per annum on the amount so paid, such interest to be calculated from the date of the default until payment by the
Affected Shareholder.


 



    	18



    	 



    

 


		16	CONFIDENTIALITY



 


		16.1	Each Party agrees to keep all Confidential Information confidential and not to disclose it to any
third party, save to the extent permitted by this Article 16 and to ensure that all Confidential Information is protected with
security measures and a degree of care that would apply to its own confidential information.



 


		16.2	Confidential Information received shall be disclosed by a Recipient only to that limited number
of Representatives who need to know such information, each of whom shall be informed of the confidential nature of the information
and agree to be bound by the terms of this Article 16. The Recipient shall be liable for any breach of this Article 16 by Representatives
to whom Confidential Information is disclosed.



 


		16.3	Each of the Parties acknowledges that some or all of the Confidential Information is or may be
price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including
securities law relating to insider dealing and market abuse and each of the Parties undertakes not to use any Confidential Information
for any unlawful purpose.



 


		16.4	In the event that a Recipient is legally compelled, pursuant to a subpoena, civil investigative
demand, regulatory demand or similar process or pursuant to applicable law, rule, regulation or pursuant to any applicable stock
exchange rule or any rule of the U.S. Securities and Exchange Commission or disclosure requirement to disclose any Confidential
Information, the Recipient shall provide the Disclosing Party with prompt notice of such request or requirement as far in advance
of its disclosure as is reasonably practicable. The Recipient agrees to reasonably cooperate with the Disclosing Party to obtain
a protective order or other appropriate remedy in order to limit such disclosure.



 


		16.5	For the avoidance of doubt, no Party has disclosed or will disclose (nor is any Party obliged to
disclose) to any other Party or any Company or any other Person information which is confidential in respect of LNG projects other
than the Neptune LNG Project.



 


		16.6	In this Article 16 the expressions "Disclosing Party" and "Recipient" shall
have the meanings given in the definition of "Confidential Information".



 


		17	REPLACEMENT and Effective Time



 


		17.1	This Shareholders' Agreement shall be effective as from the time at which the shares representing
the Previous Shareholders' 50% holding in the share capital of each Company are transferred by the Previous Shareholder to, and
registered in the name of, HLPO, such time of the transfer by the Previous Shareholder to HLPO having been notified in writing
by the Previous Shareholder to MOL and TLT, whereupon the Previous Shareholders' Agreement shall cease to have effect, without
prejudice to any accrued rights and obligations which are unsatisfied or unperformed under the Previous Shareholders' Agreement.



 


		17.2	With effect from the Effective Time the confidentiality agreement dated 20 February 2006 between
Leif Höegh & Co AS and MOL shall cease to have effect
but without prejudice to rights and obligations accrued before the Effective Time (and, as among the Parties, shall be superseded
by Article 16 of this Agreement).



 



    	19



    	 



    

 


		18	duration



 


This
Shareholders’ Agreement shall be binding on the Parties from the Effective Time
until this Shareholders’ Agreement is
terminated by the Parties hereto in accordance with Article 13 or Article 15 or otherwise ceases to apply as provided herein.


 


		19	GOVERNING LAW AND ARBITRATION



 


		19.1	This Shareholders’ Agreement shall be governed by and
construed in accordance with English law.



 


		19.2	Any claim, dispute or controversy arising among the Parties
out of or in relation to this Agreement, shall be settled through friendly consultations between the Parties. In the event that
no settlement is reached within 30 days from the date of notification by either Party to the other that it intends to submit a
claim, dispute or controversy to arbitration then such claim, dispute or controversy shall be finally settled by arbitration in
accordance with the rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance
with the said rules. The place of arbitration shall be London, UK. The arbitration proceeding shall be conducted in English.



 


		20	NOTICES



 


Unless
otherwise specified herein, any notice required to be given hereunder by and Party shall
be deemed to have been well and sufficiently given if mailed by prepaid registered mail,
sent by facsimile or delivered to the address of the other Parties hereinafter set forth:


 


	HLPO:	Höegh LNG Partners Operating LLC
	 	c/o Höegh LNG AS
	 	Drammensveien 134
	 	0277 Oslo
	 	Norway
	 	Attention:	Chief Executive Officer
	 	Facsimile:	+ 47 2103 9013
	 	 	 
	MOL:	1-1, Toranomon,
	 	2-Chome, Minato-ku,
	 	Tokyo, Japan 105-8688
	 	Attention:	General Manager, LNG Carrier Division
	 	Facsimile:	+81 33587 7748
	 	 	 
	TLT:	Tokyo LNG Tanker Co., Ltd.
	 	1-5-20 Kaigan
	 	Minato-ku
	 	Tokyo, Japan 105-8527
	 	Attention:	General Manager, Business Development Division I
	 	Facsimile:	+81 3 3432 5834


 


or
such address as any Party may
from time to time direct in writing, and any such notice shall
be deemed to have been received, if mailed, on the fifth business day after the time of
mailing, if sent by facsimile on the day sent, and if delivered on the date of delivery, in
each case Saturdays, Sundays and statutory holidays excepted. If normal mail service is interrupted by strike, slowdown, force
majeure or other cause, a notice sent by mail will not be deemed to be received until
actually received, and the Party sending the notice shall utilize any other means of communication which have not been so interrupted
or shall deliver such notice in order to ensure prompt receipt thereof.


 



    	20



    	 



    




 


		21	general provisions



 


		21.1	Illegality. If
any one or more of the provisions contained in this Shareholders’ Agreement shall be invalid,
illegal or unenforceable in any respect in any competent jurisdiction, the validity, legality
and enforceability of such provision or provisions shall not in any way be affected
or impaired thereby in any other competent jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected
or impaired.



 


		21.2	Entire agreement. The provisions herein constitute the entire agreement among the Parties
regarding the Companies and supersede all other agreements between the Parties regarding the same (including the heads of agreement
dated 21 March 2006 made between the Parties), save for any related or supplemental agreements having the same date as the Previous
Shareholders’ Agreement or the Shareholders’ Agreement dated 26 April 2006 (as amended and restated on 20 December
2007).



 


		21.3	Amendment. This
Shareholders’ Agreement may be amended only by written agreement executed by the
Parties hereto which agreement specifically states that it amends this Shareholders’ Agreement.



 


		21.4	No Waiver. Failure on any Party to insist upon strict
observance of or compliance with any term of this Shareholders’ Agreement in
one or more instances shall not be deemed to be a waiver of its rights to insist upon
such observance or compliance with the other terms hereof, or in the future.



 


		21.5	Headings. The headings preceding the text of the sections and subsections hereof are inserted
solely for convenience of reference and shall not constitute a part of this Shareholders’
Agreement, nor shall they affect its meaning, construction or effect.



 


		21.6	Counterparts. This Shareholders’ Agreement may be entered into in any number of counterparts
and by the Parties on separate counterparts, each of which when so executed and delivered shall be an original but shall not be
effective until each Party has executed at least one counterpart, but all the counterparts shall together constitute one and the
same instrument.



 


		21.7	Responsibility for costs. Any ongoing administrative costs of the Companies shall be borne
between the Parties in accordance with their Relevant Proportions. Except where expressly provided otherwise, each Party shall
pay its own costs connected with the negotiation, preparation, execution and implementation of this Shareholders Agreement and
any matters connected therewith but this is without prejudice to any Party’s rights to recover its costs (in whole or in
part) under the general law.



 


		21.8	Third party rights. This Shareholders’ Agreement is made for the benefit of the Parties
hereto and their successors and permitted assigns only and is not intended to benefit, and no term thereof shall be enforceable
by, any other person by virtue of the Contracts (Rights of Third Parties) Act 1999. However, notwithstanding the foregoing, (i)
HLNG Holdings shall have the benefit of and may enforce the provisions of Article 16 and Article 17.1 and (ii) Leif Höegh
& Co AS shall have the benefit of and may enforce the provisions of Article 17.2; provided that this Shareholders' Agreement
may be rescinded or varied by the Parties hereto without the consent of HLNG Holdings or Leif Höegh
& Co AS (or any person who is not a party to it) in all other respects.



 


		21.9	Assignment. This Shareholders’ Agreement shall
be binding on and enure for the benefit of each Party’s successors and assigns save that:



 


		(a)	any purported assignment, charge, transfer or other disposition
by a Party of the benefit of this Shareholders’ Agreement (or any related document) or of any of its claims or rights (whether
to damages or otherwise) or obligations arising under or in connection with this Agreement (or any related document) which is made
without the other Parties’ prior written consent (such consent not to be unreasonably withheld or delayed) shall be void
for all purposes; and



  



    	21



    	 



    

 


		(b)	any Party in breach of this Article 21.9 shall not be entitled
to recover damages or exercise any other remedy in respect of any loss which may be sustained by any other person who at any time
has any right or interest relating to this Shareholders’ Agreement as a result of any such breach.



 


		21.10	Warranties of authority. Each Party represents and
warrants as regards itself that as at the date hereof:



 


		(a)	it is duly incorporated and in existence and has full power
and authority to enter into, and perform all its obligations under, this Shareholders’ Agreement;



 


		(b)	this Shareholders’ Agreement constitutes its legal,
valid and binding obligations enforceable against it in accordance with its terms;



 


		(c)	the entry into and performance by it of this Shareholders’
Agreement does not and will not violate in any respect any law or regulation or any agreement to which it is a party; and



 


		(d)	all consents, licences, approvals and authorisations required
by it in connection with this Shareholders’ Agreement and the transactions contemplated hereby have been obtained and are
in full force and effect.



 


		22	further assurances



 


Subject always to the other
provisions of this Shareholders’ Agreement, each Party shall, and shall procure that any nominee for it and/or any Group
Undertaking of it shall, and each Shareholder shall use such voting and other powers available to it in relation to each Company
to procure that each Company shall execute any deeds or documents and exercise or waive any rights and generally take any and all
action which may be necessary for this Shareholders’ Agreement to be carried into effect including, but not limited to, entering
into and performing its obligations under the agreements to which each Company is, or is to be, a party and passing (or ensuring
that there are passed) any resolution of a Company which may be required or desirable in connection with this Shareholders’
Agreement.


 




    	22



    	 



    

 


IN
WITNESS whereof this Shareholders’
Agreement has been executed on the day and
year first before written.


 


	Executed by affixing a seal of	) /s/ Koichi Muto
	Mr. Koichi Muto,	)
	a Representative Director of :	)
	MITSUI O.S.K. LINES, LTD.	)
	 	 
	Executed and delivered by	) /s/ Emeline Yew
	 	) Attorney in fact
	an Attorney on behalf of	)
	HÖEGH LNG PARTNERS	)
	OPERATING LLC	)
	 	 
	Executed by affixing a seal of	) /s/ Tadashi Narushima
	Mr. Tadashi Narushima,	)
	a Representative Director of :	)
	TOKYO LNG TANKER CO., LTD	)


 




    	23



    	 



    




Execution Version


 


SCHEDULE


 


DETAILS
OF COMPANY 1


 


	Name	SRV Joint Gas Limited
	Date of incorporation	4 April 2006
	Registered number	HL-165287
	Registered office	Clifton House, 75 Fort Street, George Town, P.O. Box 1350 GT, Grand Cayman, Cayman Islands
	Directors	Nobuo Ishihara

Takeshi Hashimoto

Morten Høegh

Sveinung Støhle
	Secretary	Appleby Corporate Services (Cayman) Limited
	Authorised share capital	$50,000 divided into 50,000 shares of $1 each
	Issued share capital 	$50,000 divided into 50,000 shares of $1 each
	
        Registered
        shareholders

        (with
        numbers of shares

        and
        beneficial owners)
	
        Höegh
        LNG Partners Operating LLC - 25,000 shares 

         

        Mitsui
        O.S.K. Lines, Ltd – 24,250 shares 

         

        Tokyo
        LNG Tanker Co., Ltd – 750 shares

	Loan capital	None
	Bankers	None
	Auditors	Ernst & Young
	Accounting reference date	31 December


 




    	24



    	 



    

 


DETAILS
OF COMPANY 2


 


	Name	SRV Joint Gas Two Limited
	Date of incorporation	13 August 2007
	Registered number	HL - 193196
	Registered office	Clifton House, 75 Fort Street, George Town, P.O. Box 1350 GT, Grand Cayman, Cayman Islands
	Directors	Nobuo Ishihara

Takeshi Hashimoto

Morten Høegh

Sveinung Støhle
	Secretary	Appleby Corporate Services (Cayman) Limited
	Authorised share capital	$50,000 divided into 50,000 shares of $1 each
	Issued share capital 	$50,000 divided into 50,000 shares of $1 each
	
        Registered
        shareholders

        (with
        numbers of shares

        and
        beneficial owners)
	
        Höegh
        LNG Partners Operating LLC - 25,000 shares

         

        Mitsui
        O.S.K. Lines, Ltd – 24,250 shares

         

        Tokyo
        LNG Tanker Co., Ltd – 750 shares

	Loan capital	None
	Bankers	None
	Auditors	Ernst & Young
	Accounting reference date	31 December


 








    	25