Exhibit 4.1


 


Execution Version


  


 



 





CONTRIBUTION, PURCHASE AND Sale AGREEMENT


 


Dated as of August 8,
2014


 


 






 




    	 



    	 



    

 


TABLE
OF CONTENTS


 


	 	ARTICLE I	 
	 	 	 
	DEFINITIONS	4
	 	 	 
	Section 1.1	Definitions	4
	 	 	 
	 	ARTICLE II	 
	 	 	 
	The pre-offering TRANSACTIONS	8
	 	 	 
	Section 2.1	Sale of 50% of SRV Joint Gas, 50% of SRV Joint Gas Two and 100% of Höegh Lampung	8
	Section 2.2	Payment of Intercompany Obligations	8
	 	 	 
	 	ARTICLE III	 
	 	 	 
	The Offering and Concurrent Transactions	8
	 	 	 
	Section 3.1	Sale of the Operating Company and the SRV and Lampung Promissory Note	8
	Section 3.2	The Offering	9
	Section 3.3	Use of the IPO Proceeds	9
	 	 	 
	 	ARTICLE IV	 
	 	 	 
	Deferred Issuance And Distribution	9
	 	 	 
	Section 4.1	Deferred Issuance and Distribution	9
	 	 	 
	 	ARTICLE V	 
	 	 	 
	Other Agreements	9
	 	 	 
	Section 5.1	Use of Net Available Cash from the Mooring	9
	 	 	 
	 	ARTICLE VI	 
	 	 	 
	Representations and Warranties of Höegh lng and Höegh lng LTd.; Disclaimer	10
	 	 	 
	Section 6.1	Representations and Warranties	10
	Section 6.2	Disclaimer of Warranties	13
	 	 	 
	 	ARTICLE VII	 
	 	 	 
	FURTHER ASSURANCES	13
	 	 	 
	Section 7.1	Further Assurances	13
	Section 7.2	Attorney-in-Fact	14


 




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	 	ARTICLE VIII	 
	 	 	 
	Miscellaneous	14
	 	 	 
	Section 8.1	Survival of Representations and Warranties	14
	Section 8.2	Taxes	14
	Section 8.3	Headings; References, Interpretation	15
	Section 8.4	Successors and Assigns	15
	Section 8.5	No Third-Party Rights	15
	Section 8.6	Counterparts	15
	Section 8.7	Governing Law	15
	Section 8.8	Severability	15
	Section 8.9	Deed; Bill of Sale; Assignment	16
	Section 8.10	Amendment or Modification	16
	Section 8.11	Integration	16


 




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CONTRIBUTION,
Purchase AND Sale AGREEMENT


 


This CONTRIBUTION, PURCHASE
AND SALE AGREEMENT (this “Agreement”), dated as of August 8, 2014, is made by and among Höegh LNG
Holdings Ltd., a Bermuda exempted company (“Höegh LNG”), Höegh LNG Ltd., a Bermuda exempted
company (“Höegh LNG Ltd.”), Höegh LNG Partners LP, a Marshall Islands limited partnership (the
“Partnership”), Höegh LNG GP LLC, a Marshall Islands limited liability company and the general
partner of the Partnership (the “General Partner”), and Höegh LNG Partners Operating LLC, a Marshall
Islands limited liability company (the “Operating Company”). The above-named entities are sometimes referred
to in this Agreement each as a “Party” and collectively as the “Parties.”


 


RECITALS


 


WHEREAS, prior to
the date hereof, Höegh LNG formed the General Partner pursuant to the Marshall Islands Limited Liability Company Act of 1996
for the purposes set forth in the Limited Liability Company Agreement of the General Partner, dated April 14, 2014.


 


WHEREAS, prior to
the date hereof, Höegh LNG and the General Partner formed the Partnership pursuant to the Marshall Islands Limited Partnership
Act for the purposes set forth in the Agreement of Limited Partnership of the Partnership, dated April 28, 2014.


 


WHEREAS, prior to
the date hereof, Höegh LNG formed the Operating Company and contributed to it $1,000, in exchange for 100% of the limited
liability company interests in the Operating Company.


 


WHEREAS, prior to
the date hereof, the Operating Company formed Höegh LNG Services Ltd, a private limited company registered in England and
Wales (“Höegh UK”), pursuant to the Companies Act of England and Wales.


 


WHEREAS, on the
date hereof:


 


		1.	Höegh LNG Ltd. is a wholly owned subsidiary of Höegh LNG.



 


		2.	Höegh LNG, as lender, and Höegh LNG Ltd., as borrower, are parties to an Inter-Company
Loan Agreement, dated as of January 30, 2009, as amended by Amendment No. 1, dated as of August 9, 2010, Amendment No. 2, dated
as of September 13, 2011, Amendment No. 3, dated as of August 15, 2012, Amendment No. 4, dated as of May 22, 2013 and Amendment
No. 5, dated as of December 18, 2013 (as amended, the “Höegh LNG Intercompany Loan”).



 


		3.	Höegh LNG Ltd. owns 50% of the equity interests, comprising 25,000 ordinary shares (the “SRV
JG Shares”), in SRV Joint Gas Ltd., a Cayman Islands company and the owner of the GDF Suez Neptune, a floating
storage and regasification unit (“SRV Joint Gas”), and is party to that certain Amended and Restated
Shareholders’ Loan Agreement, dated August 31, 2010, among Mitsui O.S.K. Lines, Ltd. (“MOL”), Tokyo
LNG Tanker Co., Ltd. (“TLT”), Höegh LNG Ltd. and SRV Joint Gas, pursuant to which Höegh LNG
Ltd. has made a loan to SRV Joint Gas (the “SRV Joint Gas Shareholders’ Loan”).



 




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		4.	Höegh LNG Ltd. owns 50% of the equity interests, comprising 25,000 ordinary shares (the “SRV
JG 2 Shares”), in SRV Joint Gas Two Ltd., a Cayman Islands company and the owner of the GDF Suez Cape Ann,
a floating storage and regasification unit (“SRV Joint Gas Two”), and is party to that certain Amended
and Restated Shareholders’ Loan Agreement, dated August 31, 2010, among MOL, TLT, Höegh LNG Ltd. and SRV Joint Gas Two,
pursuant to which Höegh LNG Ltd. has made a loan to SRV Joint Gas Two (the “SRV Joint Gas Two Shareholders’
Loan”).



 


		5.	Höegh LNG Ltd. owns 100% of the equity interests in Hoegh LNG Lampung Pte Ltd., a Singapore
company (“Höegh Lampung”), comprising 100,000 ordinary shares and 101,500,000 redeemable preference
shares.



 


		6.	Höegh Lampung owns 9,800 Class A shares of PT Hoegh LNG Lampung, an Indonesian company and
the owner of the PGN FSRU Lampung, a floating storage and regasification unit (“PT Hoegh”), representing
49% of the issued and outstanding share capital of PT Hoegh, and PT Bahtera Daya Utama, an Indonesian company (“PT
Bahtera”), owns 10,200 Class B shares of PT Hoegh, representing 51% of the issued and outstanding share capital of
PT Hoegh.



 


		7.	Höegh Lampung, as lender, is party to that certain Amendment and Restatement Agreement, dated
October 9, 2013, with PT Bahtera, as borrower, the proceeds of which were used by PT Bahtera’s to purchase its 51% ownership
interests in PT Hoegh described above.



 


		8.	Höegh Lampung is the borrower under (i) the Intercompany Loan Agreement, dated October 9,
2013, evidencing $40 million payable on demand to Höegh LNG Ltd. (the “$40 Million Promissory Note”)
and (ii) a $101.5 million promissory note payable to Höegh LNG Ltd., the principal of which is no longer outstanding (the
“$101.5 Million Promissory Note”).



 


		9.	PT Hoegh is the borrower under a $48.5 million promissory note payable to Höegh LNG Ltd.,
the principal of which is no longer outstanding (the “$48.5 Million Promissory Note”).



 


		10.	The General Partner is a wholly owned subsidiary of Höegh LNG.



 


		11.	Höegh LNG owns a 100% limited partner interest in the Partnership, and the General Partner
owns a non-economic general partner interest in the Partnership.



 


		12.	Höegh LNG owns 100% of the equity interests in the Operating Company.



 




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		13.	The Operating Company owns 100% of the equity interests in Höegh UK.



 


WHEREAS, pursuant
to this Agreement, the following will occur on the date that is two business days prior to the closing of the underwritten initial
public offering of the Partnership (such offering, the “Offering,” and such time, the “Initial
Effective Time”):


 


		1.	Höegh LNG Ltd. sells, assigns and transfers to the Operating Company (a) the SRV JG Shares,
(b) the SRV JG 2 Shares, (c) its share of the receivable (including all rights to accrued interest) associated with (i) the SRV
Joint Gas Shareholders’ Loan, such transfer to be evidenced by a novation deed effective as of the Initial Effective Time,
and (ii) the SRV Joint Gas Two Shareholders’ Loan, such transfer to be evidenced by a novation deed effective as of the Initial
Effective Time, (d) 100% of the equity interests in Höegh Lampung and (e) its receivable associated with (i) the $40 Million
Promissory Note issued by Höegh Lampung (including all rights to accrued interest) (ii) the remaining accrued interest on
the $48.5 Million Promissory Note and (iii) the remaining accrued interest on the $101.5 Million Promissory Note, in exchange for
a promissory note dated the Initial Effective Time from the Operating Company in the amount of $123,248,000 (the “SRV
and Lampung Promissory Note”).



 


WHEREAS, pursuant
to this Agreement, the following will occur on the date that is one business day prior to the closing of the Offering (the “Second
Effective Time”):


 


		1.	Höegh LNG Ltd. sells, assigns and transfers to Höegh LNG the SRV and Lampung Promissory
Note, in exchange for the reduction of $123,248,000 of Höegh LNG Ltd.’s outstanding debt pursuant to the Höegh
LNG Intercompany Loan.



 


WHEREAS, pursuant
to this Agreement, each of the following will occur on the closing date of the Offering (the “Third Effective Time”):


 


		1.	Höegh LNG sells, assigns and transfers to the Partnership (a) 100% of the equity interests
in the Operating Company and (b) the SRV and Lampung Promissory Note.



 


		2.	As consideration for the assignment and transfer in Paragraph 1 of this recital, the Partnership
issues to Höegh LNG 2,116,060 Common Units, 13,156,060 Subordinated Units, the IDRs and the deferred issuance and distribution
rights set forth in Section 4.1.



 


		3.	The Partnership issues to the public 9,600,000 Common Units in the Offering in exchange for $192,000,000
(the “IPO Proceeds”).



 


		4.	The Partnership uses $15,660,000 of the IPO Proceeds to pay underwriting discounts, structuring
fees and estimated offering expenses.



 




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		5.	The Partnership uses $140,000,000 of the IPO Proceeds to make an intercompany loan to
Höegh LNG, in exchange for a note bearing interest at a rate of 5.88%, which is repayable on demand or which the Partnership
can elect to utilize as part of the purchase consideration in the event the Partnership purchases all or a portion of Höegh
LNG’s interests in the floating storage and regasification unit the Independence (the “$140 Million Demand
Note”).



 


		6.	The Partnership retains $20,000,000 of the IPO Proceeds to be used for general partnership
purposes.



 


		7.	The Partnership distributes the remaining $16,340,000 of the IPO Proceeds to Höegh
LNG.



 


agreement


 


NOW THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
and intending to be legally bound hereby, the Parties hereby agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.1            Definitions.
The following defined terms have the meanings given below:


 


“$40
Million Promissory Note” has the meaning set forth in the Recitals of this Agreement.


 


“$48.5
Million Promissory Note” has the meaning set forth in the Recitals of this Agreement.


 


“$101.5
Million Promissory Note” has the meaning set forth in the Recitals of this Agreement.


 


“$140
Million Demand Note” has the meaning set forth in the Recitals of this Agreement.


 


“Agreement”
has the meaning set forth in the opening paragraph of this Agreement.


 


“Attorney-in-Fact”
has the meaning set forth in Section 7.2.


 


“Common
Unit” means a common unit representing a limited partner interest in the Partnership having the rights set forth
in the Partnership Agreement.


 




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“Conveying
Party” or “Conveying Parties” has the meaning set forth in Section 7.2.


 


“Firm
Units” means Common Units to be sold to the Underwriters pursuant to the terms of the Underwriting Agreement, excluding
Option Units.


 


“FSRU
Financing Agreements” means the (i) Neptune Facility Agreement, dated December 20, 2007, between SRV Joint Gas and
the other parties thereto, as amended by the Amendment Agreement, dated March 25, 2010, the Letter from the Agent for the Lenders,
dated August 26, 2010 and the Letter from the Agent for the Lenders, dated July 25, 2014, (ii) Cape Ann Facility Agreement, dated
December, 20, 2007, between SRV Joint Gas Two and the other parties thereto, as amended by the Amendment Agreement, dated March
25, 2010, the Letter from the Agent for the Lenders, dated August 26, 2010, the Amendment Agreement, dated June 29, 2012 and the
Letter from the Agent for the Lenders, dated July 25, 2014, and (iii) $299 Million Lampung Facility Agreement, dated September
12, 2013, between PT Hoegh and the other parties thereto.


 


“FSRU-Owning
Subsidiaries” means collectively SRV Joint Gas, SRV Joint Gas Two and PT Hoegh.


 


“FSRUs”
means collectively the GDF Suez Neptune, the GDF Suez Cape Ann and the PGN FSRU Lampung.


 


“General
Partner” has the meaning set forth in the opening paragraph of this Agreement.


 


“Höegh
Lampung” has the meaning set forth in the Recitals of this Agreement.


 


“Höegh
LNG” has the meaning set forth in the opening paragraph of this Agreement.


 


“Höegh
LNG Intercompany Loan” has the meaning set forth in the Recitals of this Agreement.


 


“Höegh
LNG Ltd.” has the meaning set forth in the opening paragraph of this Agreement.


 


“Höegh
UK” has the meaning set forth in the Recitals of this Agreement.


 


“IDRs”
means the incentive distribution rights of the Partnership having the rights set forth in the Partnership Agreement.


 




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“Initial
Effective Time” has the meaning set forth in the Recitals of this Agreement.


 


“IPO Proceeds”
has the meaning set forth in the Recitals of this Agreement.


 


“Laws”
has the meaning set forth in Section 6.1(c).


 


“MOL”
has the meaning set forth in the Recitals of this Agreement.


 


“Mooring”
means the tower yoke mooring system related to the PGN FSRU Lampung, a floating storage and regasification unit.


 


“Mooring
Price” means the total amount payable by PGN for the price of the Mooring.


 


“Net
Available Cash from the Mooring” is the Mooring Price less all unpaid, accrued or expected remaining payments for
the Mooring.


 


“Offering”
has the meaning set forth in the Recitals of this Agreement.


 


“Operating
Company” has the meaning set forth in the opening paragraph of this Agreement.


 


“Option
Units” means Common Units that the Partnership will agree to issue upon exercise of the Over-Allotment Option.


 


“Over-Allotment
Option” means the number of Common Units equal to 15% of the Firm Units, which the Partnership will agree to sell
to the Underwriters, at their option, to cover over-allotments in connection with the Offering.


 


“Partnership”
has the meaning set forth in the opening paragraph of this Agreement.


 


“Partnership
Agreement” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, substantially
in the form attached as Appendix A to the Registration Statement.


 


“Party”
or “Parties” has the meaning set forth in the opening paragraph of this Agreement.


 


“PGN”
has the meaning set forth in Section 6.1(g).


 




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“PT
Bahtera” has the meaning set forth in the Recitals of this Agreement.


 


“PT
Hoegh” has the meaning set forth in the Recitals of this Agreement.


 


“Registration
Statement” means the Registration Statement on Form F-1 filed with the Securities and Exchange Commission (Registration
No. 333-197228), including the preliminary prospectus contained therein, as amended.


 


“Subordinated
Unit” means a subordinated unit representing a limited partner interest in the Partnership having the rights set
forth in the Partnership Agreement.


 


“SRV
JG Shares” has the meaning set forth in the Recitals of this Agreement.


 


“SRV
JG 2 Shares” has the meaning set forth in the Recitals of this Agreement.


 


“SRV
Joint Gas” has the meaning set forth in the Recitals of this Agreement.


 


“SRV
Joint Gas Shareholders’ Loan” has the meaning set forth in the Recitals of this Agreement.


 


“SRV
Joint Gas Two” has the meaning set forth in the Recitals of this Agreement.


 


“SRV
Joint Gas Two Shareholders’ Loan” has the meaning set forth in the Recitals of this Agreement.


 


“SRV
and Lampung Promissory Note” has the meaning set forth in the Recitals of this Agreement.


 


“Third
Effective Time” has the meaning set forth in the Recitals of this Agreement.


 


“TLT”
has the meaning set forth in the Recitals of this Agreement.


 


“Transferred
Subsidiaries” means collectively the Operating Company, Höegh UK, Höegh Lampung and the FSRU-Owning Subsidiaries.


 


“Underwriters”
means the underwriters listed in the Underwriting Agreement.


 




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“Underwriting
Agreement” means a firm commitment underwriting agreement to be entered into between the Partnership, Höegh
LNG, the Operating Company, the General Partner and the underwriters named in the Registration Statement.


 


ARTICLE II


 


The
pre-offering TRANSACTIONS


 


The following transactions
shall be completed, as of the times set forth below and in the order set forth below.


 


Section 2.1            Sale
of 50% of SRV Joint Gas, 50% of SRV Joint Gas Two and 100% of Höegh Lampung. As of the Initial Effective Time, Höegh
LNG Ltd. hereby sells, assigns and transfers to the Operating Company (a) the SRV JG Shares, together with all rights now or hereafter
attached or accruing thereto, (b) the SRV JG 2 Shares, together with all rights now or hereafter attached or accruing thereto,
(c) its share of the receivable (including all rights to accrued interest) associated with (i) the SRV Joint Gas Shareholders’
Loan, such transfer to be evidenced by a novation deed effective as of the Initial Effective Time, and (ii) the SRV Joint Gas Two
Shareholders’ Loan, such transfer to be evidenced by a novation deed effective as of the Initial Effective Time, (d) 100%
of the equity interests in Höegh Lampung and (e) its receivables associated with (i) the $40 Million Promissory Note issued
by Höegh Lampung (including all rights to accrued interest) (ii) the remaining accrued interest on the $48.5 Million Promissory
Note and (iii) the remaining accrued interest on the $101.5 Million Promissory Note, in exchange for the SRV and Lampung Promissory
Note.


 


Section 2.2            Payment
of Intercompany Obligations. As of the Second Effective Time, Höegh LNG Ltd. hereby sells, assigns and transfers to Höegh
LNG (without recourse or warranty other than as set forth in Article VI) the SRV
and Lampung Promissory Note, in exchange for the reduction of $123,248,000 of Höegh LNG Ltd.’s outstanding debt pursuant
to the Höegh LNG Intercompany Loan.


 


ARTICLE III


 


The
Offering and Concurrent Transactions


 


After the consummation
of the transactions occurring as of the Initial Effective Time and as of the Second Effective Time, as described in Article
II, the following transactions will be completed in the order set forth below, as of the Third Effective Time:


 


Section 3.1            Sale
of the Operating Company and the SRV and Lampung Promissory Note. Höegh LNG hereby (a) sells, assigns and transfers to
the Partnership 100% of the equity interests in the Operating Company and (b) sells, assigns and transfers to the Partnership
(without recourse or warranty other than as set forth in Article VI) the SRV and
Lampung Promissory Note, in exchange for 2,116,060 Common Units, 13,156,060 Subordinated Units, the IDRs and the deferred issuance
and distribution rights set forth in Section 4.1.


 




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Section 3.2            The
Offering. The Partnership shall issue 9,600,000 Common Units to the public in the Offering pursuant to the Underwriting Agreement,
in exchange for the IPO Proceeds.


 


Section 3.3            Use
of the IPO Proceeds.


 


(a)           The Partnership shall
use $15,660,000 of the IPO Proceeds to pay underwriting discounts, structuring fees and estimated offering expenses.


 


(b)           The Partnership shall
use $140,000,000 of the IPO Proceeds to make an intercompany loan to Höegh LNG, in exchange for the $140 Million
Demand Note.


 


(c)           The Partnership shall
retain $20,000,000 of the IPO Proceeds to be used for general partnership purposes.


 


(d)           The Partnership shall
distribute the remaining $16,340,000 of the IPO Proceeds to Höegh LNG.


 


ARTICLE IV


 


Deferred
Issuance And Distribution


 


Section 4.1            Deferred
Issuance and Distribution. Upon the earlier to occur of the expiration of the Over-Allotment Option period or the exercise
in full of the Over-Allotment Option, the Partnership shall issue to Höegh LNG a number of additional Common Units that is
equal to the excess, if any, of (a) the total number of Option Units over (b) the aggregate number of Common Units, if any, actually
purchased by and issued to the Underwriters pursuant to the exercise(s) of the Over-Allotment Option. Upon each exercise of the
Over-Allotment Option, the Partnership shall distribute to Höegh LNG an amount of cash equal to the proceeds therefrom net
of the underwriters’ discount and structuring fees of each such exercise.


 


ARTICLE V


 


Other
Agreements


 


Section 5.1            Use
of Net Available Cash from the Mooring. As part of the transfer to the Partnership of Höegh LNG’s equity interest
in the Operating Company, which indirectly owns equity interest in PT Hoegh, Höegh LNG hereby agrees that Net Available Cash
from the Mooring will be used to fund (a) the remaining costs of the PGN FSRU Lampung, to avoid further draws on the external
debt facilities, (b) payment of approximately $16 million to a restricted cash account required by the external debt facilities,
(c) the repayment of amounts due to owners and affiliates of PT Hoegh used to finance operations until the start of time charter
hire under the PGN FSRU Lampung time charter and (d) the repayment of approximately $7.9 million under the external debt
facilities.


 




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ARTICLE VI


 


Representations
and Warranties of Höegh lng and Höegh lng LTd.; Disclaimer


 


Section 6.1            Representations
and Warranties. Höegh LNG and Höegh LNG Ltd., severally and jointly, hereby represent and warrant that:


 


(a)           Each of the Transferred
Subsidiaries has been duly formed or incorporated, is validly existing, is in good standing under the Laws of its respective jurisdiction
of formation or incorporation and has all requisite power and authority to operate its assets and conduct its business as described
in the Registration Statement.


 


(b)           The execution and
delivery of this Agreement, and all documents, instruments and agreements required to be executed and delivered by Höegh LNG
and/or Höegh LNG Ltd. pursuant to this Agreement in connection with the completion of the transactions contemplated by this
Agreement, has been duly authorized by all necessary action on the part of Höegh LNG and Höegh LNG Ltd., as applicable.
Furthermore, this Agreement has been duly executed and delivered by each of Höegh LNG and Höegh LNG Ltd. and constitutes
a legal, valid and binding obligation of Höegh LNG and Höegh LNG Ltd., as applicable, enforceable in accordance with
the terms of this Agreement, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and
other similar Laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable
remedies such as specific performance and injunction are in the discretion of a court.


 


(c)           The execution, delivery
and performance by Höegh LNG and Höegh LNG Ltd. of this Agreement will not (i) conflict with, result in any violation
of or constitute a breach of any of the terms or provisions of, (ii) result in the acceleration of any obligation under or (iii)
constitute a default under any provision of (A) the certificate of formation, certificate of incorporation, agreement of limited
partnership, limited liability company agreement, memorandum and articles of association, bylaws or other organizational documents
of Höegh LNG, Höegh LNG Ltd. or any Transferred Subsidiary; (B) any lien, encumbrance, security interest, pledge,
mortgage, charge, other claim, bond, indenture, agreement, contract, franchise license, permit or other instrument or obligation
to which Höegh LNG, Höegh LNG Ltd. or any Transferred Subsidiary is a party, is subject or by which any of the assets
of Höegh LNG, Höegh LNG Ltd. or any Transferred Subsidiary is bound; (C) any applicable laws, statutes, ordinances,
rules or regulations promulgated by a governmental authority, orders of a governmental authority, judicial decisions, decisions
of arbitrators or determinations of any governmental authority or court (collectively, “Laws”); or (D) any
time charter to which any Transferred Subsidiary is a party or any material provision of any material contract to which Höegh
LNG, Höegh LNG Ltd. or any Transferred Subsidiary is a party or by which any of the assets of Höegh LNG, Höegh LNG
Ltd. or any Transferred Subsidiary is bound.


 


(d)           Except as has already
been obtained or that will be obtained in the ordinary course of business, no consent, permit, approval or authorization of, notice
or declaration to or filing with any governmental authority or any other person, including those related to any environmental Laws
or regulations, is required in connection with the execution and delivery by Höegh LNG or Höegh LNG Ltd. of this Agreement
or the consummation by Höegh LNG or Höegh LNG Ltd. of the transactions contemplated hereunder.


 




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(e)           All of the issued
and outstanding equity interests of each Transferred Subsidiary are duly authorized, validly issued in accordance with the certificate
of formation, certificate of incorporation, agreement of limited partnership, limited liability company agreement, bylaws or other
organizational documents of such Transferred Subsidiary and fully paid and non-assessable.


 


(f)            Höegh LNG owns
100% of the equity interests in the Operating Company. The Operating Company owns 100% of the equity interests in Höegh UK.
Höegh LNG Ltd. owns (i) 100% of the equity interests in Höegh Lampung, (ii) 50% of the equity interests in SRV Joint
Gas and (iii) 50% of the equity interests in SRV Joint Gas Two. Höegh Lampung owns 49% of the equity interests in PT Hoegh.
Höegh LNG, Höegh LNG Ltd., the Operating Company or Höegh Lampung, as applicable, has good and marketable title
to such equity interests, free and clear of all liens, encumbrances, security interests, pledges, mortgages, charges or other claims,
other than those arising under the FSRU Financing Agreements.


 


(g)           There is no outstanding
agreement, contract, option, commitment or other right or understanding in favor of, or held by, any person other than the Partnership
to acquire the Transferred Subsidiaries or the assets of the Transferred Subsidiaries, including the FSRUs, that has not been waived,
other than (i) the purchase option set forth in Clause 36 of the Amendment and Restatement Agreement of the Original Lease, Operation
and Maintenance Agreement, dated October 17, 2012, between Höegh LNG Ltd. and PT Perusahaan Gas Negara (Persero) Tbk (“PGN”),
as novated by the Novation Agreement for Amended & Restated Lease, Operation & Maintenance Agreement, dated September 18,
2013, among PGN, Höegh LNG Ltd. and PT Hoegh, as novated by the Novation Agreement for Amended & Restated Lease, Operation
& Maintenance Agreement, dated February 21, 2014, among PGN, PT PGN LNG Indonesia and PT Hoegh and (ii) the Second Amended
and Restated Shareholders’ Agreement, among MOL, TLT and Höegh LNG Ltd. 


 


(h)           Correct and complete
copies of the organizational documents of each Transferred Subsidiary (as amended to the date of this Agreement) and each time
charter to which any Transferred Subsidiary is a party have been made available to the Partnership.


 


(i)            Each time charter
to which any Transferred Subsidiary is a party is a valid and binding agreement of such Transferred Subsidiary, enforceable in
accordance with its terms and, to the knowledge of Höegh LNG and Höegh LNG Ltd., of all other parties thereto, enforceable
in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, winding up, reorganization, reconstruction
and other similar Laws of general application affecting the enforceability of remedies and rights of creditors and except that
equitable remedies such as specific performance and injunction are in the discretion of a court.


 




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(j)            Except as described
in the Registration Statement, each FSRU-Owning Subsidiary has fulfilled all material obligations required pursuant to its respective
time charter to have been performed by it prior to the date of this Agreement and has not waived any material rights thereunder.
No material default or breach exists in respect thereof on the part of any FSRU-Owning Subsidiary or, to the knowledge of Höegh
LNG and Höegh LNG Ltd., any of the other parties thereto. To the knowledge of Höegh LNG and Höegh LNG Ltd., no event
has occurred that, after giving of notice or the lapse of time, or both, would constitute such a material default or breach.


 


(k)           Except for such liabilities,
debts obligations, encumbrances, defects, restrictions or claims of a general nature and magnitude that would arise in connection
with the operation of floating storage and regasification units of the same type as the FSRUs in the ordinary course of business,
there are no liabilities, debts or obligations of, encumbrances, defects or restrictions with respect to, or claims against the
Transferred Subsidiaries or any of the assets owned by the Transferred Subsidiaries, including the FSRUs, other than those arising
under or in connection with the FSRU Financing Agreements and shareholder loans. For the avoidance of doubt, Höegh LNG will
retain any and all obligations arising in connection with agents agreements related to contractual arrangements in Indonesia.


 


(l)            Each FSRU is (i) adequate
and suitable for use by the applicable Transferred Subsidiary in such Transferred Subsidiary’s business as presently conducted
by it in all material respects as described in the Registration Statement, ordinary wear and tear excepted, (ii) in good running
order and repair, (iii) insured against all risks, and in amounts, consistent with common industry practices, (iv) in
compliance with applicable Laws and regulations, (v) duly registered under the flag set forth opposite such FSRU’s name
on Schedule A hereto and (vi) in compliance in all material respects with the requirements of its present class
and classification society. All class certificates of each FSRU are clean, valid and free of overdue recommendations affecting
class.


 




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Section 6.2            Disclaimer
of Warranties. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT EXECUTED
OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, NONE OF THE
PARTIES DOES MAKE AND EACH PARTY SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS
OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING
(A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE ASSETS OWNED BY THE TRANSFERRED
SUBSIDIARIES, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY, INCLUDING, WITHOUT LIMITATION,
THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON SUCH ASSETS, (B) THE INCOME TO BE DERIVED FROM SUCH ASSETS,
(C) THE SUITABILITY OF SUCH ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON OR THEREWITH, (D) THE
COMPLIANCE OF OR BY SUCH ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING, WITHOUT LIMITATION, ANY ZONING, ENVIRONMENTAL PROTECTION,
POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS) OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY,
PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF SUCH ASSETS. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT, INSTRUMENT
OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, EACH PARTY ACKNOWLEDGES AND AGREES THAT SUCH PARTY HAS HAD
THE OPPORTUNITY TO INSPECT THE ASSETS OF THE Transferred Subsidiaries, AND SUCH
PARTY IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE ASSETS OF THE Transferred Subsidiaries
AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY ANY OF THE OTHER PARTIES. EXCEPT TO THE EXTENT PROVIDED IN ANY
OTHER DOCUMENT, INSTRUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, NONE OF THE PARTIES IS LIABLE
OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS OF THE Transferred
Subsidiaries FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THIS SECTION 6.2 SURVIVES THE CONTRIBUTION
AND CONVEYANCE OF THE INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 6.2 HAVE BEEN NEGOTIATED
BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES,
WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE ASSETS OF THE Transferred Subsidiaries
THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT OR ANY
OTHER DOCUMENT, INSTRUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT.


 


ARTICLE VII


 


FURTHER
ASSURANCES


 


Section 7.1            Further
Assurances. From time to time after the date of this Agreement, and without any further consideration, the Parties agree to
execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases,
acquittances and other documents, and will do all such other acts and things, all in accordance with applicable Law, as may be
necessary or appropriate (a) more fully and effectively to assure that the applicable Parties own all of the properties,
rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so
granted, (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial
and record title to the interests contributed and assigned by this Agreement or intended so to be and (c) more fully and
effectively to carry out the purposes and intent of this Agreement.


 




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Section 7.2            Attorney-in-Fact.
Each Party that has conveyed any interests as reflected by this Agreement (collectively, the “Conveying Parties”)
hereby constitutes and appoints Richard Tyrrell (the “Attorney-in-Fact”) as its true and lawful attorney-in-fact
with full power of substitution for it and in its name, place and stead or otherwise on behalf of the applicable Conveying Party
and its successors and assigns, and for the benefit of the Attorney-in-Fact (a) to demand and receive from time to time the interests
conveyed by this Agreement (or intended so to be), (b) to execute in the name of the applicable Conveying Party and its successors
and assigns instruments of conveyance or instruments of further assurance, (c) to give receipts and releases in respect of the
same, and (d) from time to time to institute and prosecute in the name of the applicable Conveying Party for the benefit of the
Attorney-in-Fact any and all proceedings at Law, in equity or otherwise that the Attorney-in-Fact deems proper in order to (i) collect,
assert or enforce any claims, rights or titles of any kind in and to such interests, (ii) defend and compromise any and all
actions, suits or proceedings in respect of such interests and (iii) do any and all such acts and things in furtherance of
this Agreement as the Attorney-in-Fact deems advisable. Each Conveying Party hereby declares that the appointment hereby made
and the powers hereby granted are coupled with an interest, and are and will be irrevocable and perpetual and will not be terminated
by any act of any Conveying Party or its successors or assigns or by operation of Law.


 


ARTICLE VIII


 


Miscellaneous


 


Section 8.1            Survival
of Representations and Warranties. The representations and warranties of Höegh LNG and Höegh LNG Ltd. in this Agreement,
and in or under any documents, instruments and agreements delivered pursuant to this Agreement, will survive the completion of
the transactions contemplated hereby regardless of any independent investigations that the Partnership may make or cause to be
made, or knowledge it may have, prior to the date of this Agreement and will continue in full force and effect for a period of
one year from the date of this Agreement. At the end of such period, such representations and warranties will terminate, and no
claim may be brought by the Partnership against Höegh LNG and Höegh LNG Ltd. in respect of such representations and
warranties, except for claims that have been asserted by the Partnership prior to the date of this Agreement.


 


Section 8.2             Taxes.
The Partnership shall pay any and all sales, use and similar taxes arising out of the contributions, conveyances and deliveries
to be made hereunder and shall pay all documentary, filing, recording, transfer, deed and conveyance taxes and fees required in
connection therewith; provided, however, that Höegh LNG shall pay, or reimburse the Operating Company for, any and all Singapore
corporate income tax, stamp duties, indirect taxes or withholding taxes arising out of the contributions, conveyances and deliveries
to be made hereunder.


 




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Section 8.3            Headings;
References, Interpretation. All Article and Section headings in this Agreement are for convenience only and will not be deemed
to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein”
and “hereunder,” and words of similar import, when used in this Agreement, refer to this Agreement as a whole, including,
without limitation, all Schedules attached hereto, and not to any particular provision of this Agreement. All references herein
to Articles, Sections and Schedules will, unless the context requires a different construction, be deemed to be references to the
Articles and Sections of this Agreement and the Schedules attached hereto, and all such Schedules attached hereto are hereby incorporated
herein and made a part hereof for all purposes. All personal pronouns used in this Agreement, whether used in the masculine, feminine
or neuter gender, include all other genders, and the singular includes the plural and vice versa. The use herein of the word “including”
following any general statement, term or matter will not be construed to limit such statement, term or matter to the specific items
or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such
as “without limitation,” “but not limited to” or words of similar import) is used with reference thereto,
but rather will be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope
of such general statement, term or matter.


 


Section 8.4            Successors
and Assigns. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and
assigns.


 


Section 8.5            No
Third-Party Rights. The provisions of this Agreement are intended to bind the Parties as to each other and are not intended
to, and do not create, rights in any other person or confer upon any other person any benefits, rights or remedies. No person
is or is intended to be a third-party beneficiary of any of the provisions of this Agreement.


 


Section 8.6            Counterparts.
This Agreement may be executed in any number of counterparts with the same effect as if all Parties had signed the same document.
All counterparts will be construed together and constitute one and the same instrument. The delivery of an executed counterpart
copy of this Agreement by facsimile or electronic transmission in PDF format will be deemed to be the equivalent of delivery of
the originally executed copy thereof.


 


Section 8.7             Governing
Law. This Agreement is governed by, and construed in accordance with, the Laws of the state of New York, United States of
America, applicable to contracts made and to be performed wholly within such jurisdiction without giving effect to conflict-of-Law
principles thereof other than Section 5-1401 of the New York General Obligations Law, except to the extent that it is mandatory
that the Law of some other jurisdiction applies. 


 


Section 8.8            Severability.
If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid
under, the Laws of any governmental body having jurisdiction over the subject matter hereof, such contravention or invalidity will
not invalidate the entirety of this Agreement. Instead, this Agreement will be construed as if it did not contain the particular
provision or provisions held to be invalid, and an equitable adjustment will be made and necessary provision added so as to give
effect, as nearly as possible, to the intention of the Parties as expressed in this Agreement at the time of execution of this
Agreement.


 




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Section 8.9            Deed;
Bill of Sale; Assignment. To the extent required and permitted by applicable Law, this Agreement will also constitute a “deed,”
“bill of sale” or “assignment” of the interests referenced herein.


 


Section 8.10          Amendment
or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties.
Each such instrument will be reduced to writing and designated on its face as an amendment to this Agreement.


 


Section 8.11          Integration.
This Agreement and the instruments referenced herein supersede all previous understandings or agreements among the Parties,
whether oral or written, with respect to the subject matter of this Agreement and such instruments. This Agreement and such instruments
contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation,
promise or agreement, whether oral or written, is intended to be or will be included in or form part of this Agreement unless
it is contained in a written amendment hereto executed by the Parties after the date of this Agreement.


 


[THE REMAINDER OF THIS
PAGE IS LEFT INTENTIONALLY BLANK]


 




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IN WITNESS WHEREOF,
the Parties have caused this Agreement to be duly executed as of the date first above written.


 


	 	HÖEGH LNG HOLDINGS LTD.
	 	 	 
	 	By:	/s/ Camilla Nyhus-Møller
	 	Name:	Camilla Nyhus-Møller
	 	Title:	Attorney-in-fact
	 	 	 
	 	HÖEGH LNG LTD.
	 	 	 
	 	By:	/s/ Camilla Nyhus-Møller
	 	Name:	Camilla Nyhus-Møller
	 	Title:	Attorney-in-fact
	 	 	 
	 	HÖEGH LNG PARTNERS LP
	 	 	 
	 	By:	/s/ Richard Tyrrell
	 	Name:	Richard Tyrrell
	 	Title:	Chief Executive Officer and Chief Financial Officer
	 	 	 
	 	HÖEGH LNG GP LLC
	 	 	 
	 	By:	/s/ Sveinung Støhle
	 	Name:	Sveinung Støhle
	 	Title:	Director


 


Signature
Page


to


Contribution,
Purchase and Sale Agreement


 




    	 



    	 



    

 


	 	Höegh LNG Partners Operating LLC
	 	 	 
	 	By:	/s/ Richard Tyrrell
	 	Name:	Richard Tyrrell
	 	Title:	Chief Executive Officer and
	 		Chief Financial Officer


 


Signature
Page


to


Contribution,
Purchase and Sale Agreement


 




    	 



    	 



    

 


SCHEDULE A


 


FSRU-Owning
Subsidiaries and FSRUs


 


	
        FSRU-Owning
        Subsidiary
	 	
        Jurisdiction
        of Registration
	 	
        FSRU
	 	
        Flag

	SRV Joint Gas	 	Cayman Islands	 	GDF Suez Neptune	 	Norway
	SRV Joint Gas Two	 	Cayman Islands	 	GDF Suez Cape Ann	 	Norway
	PT Hoegh	 	Indonesia	 	PGN FSRU Lampung	 	Indonesia


 





Schedule
A


To


Contribution, Purchase and Sale Agreement