EX-4.3



 Exhibit 4.3 

KNOT OFFSHORE PARTNERS LP 

and 
 THE PURCHASERS NAMED ON
SCHEDULE A HERETO 
  
  

REGISTRATION RIGHTS AGREEMENT 

Dated February 2, 2017 
  

 







 TABLE OF CONTENTS 

 

							
	 ARTICLE I. DEFINITIONS
	  	 	1	  
			
	 Section 1.01
	 	 Definitions
	  	 	1	  
	 Section 1.02
	 	 Registrable Securities
	  	 	4	  
		
	 ARTICLE II. REGISTRATION RIGHTS
	  	 	4	  
			
	 Section 2.01
	 	 Shelf Registration
	  	 	4	  
	 Section 2.02
	 	 Piggyback Registration
	  	 	6	  
	 Section 2.03
	 	 Underwritten Offering
	  	 	8	  
	 Section 2.04
	 	 Further Obligations
	  	 	9	  
	 Section 2.05
	 	 Cooperation by Holders
	  	 	12	  
	 Section 2.06
	 	 Restrictions on Public Sale by Holders of Registrable Securities
	  	 	12	  
	 Section 2.07
	 	 Expenses
	  	 	12	  
	 Section 2.08
	 	 Indemnification
	  	 	13	  
	 Section 2.09
	 	 Rule 144 Reporting
	  	 	15	  
	 Section 2.10
	 	 Transfer or Assignment of Registration Rights
	  	 	16	  
	 Section 2.11
	 	 Compliance
	  	 	16	  
	 Section 2.12
	 	 Information
	  	 	16	  
		
	 ARTICLE III. MISCELLANEOUS
	  	 	16	  
			
	 Section 3.01
	 	 Communications
	  	 	16	  
	 Section 3.02
	 	 Binding Effect
	  	 	17	  
	 Section 3.03
	 	 Assignment of Rights
	  	 	17	  
	 Section 3.04
	 	 Recapitalization, Exchanges, Etc. Affecting Units
	  	 	17	  
	 Section 3.05
	 	 Aggregation of Registrable Securities
	  	 	18	  
	 Section 3.06
	 	 Specific Performance
	  	 	18	  
	 Section 3.07
	 	 Counterparts
	  	 	18	  
	 Section 3.08
	 	 Governing Law
	  	 	18	  
	 Section 3.09
	 	 Entire Agreement
	  	 	18	  
	 Section 3.10
	 	 Amendment
	  	 	19	  
	 Section 3.11
	 	 No Presumption
	  	 	19	  
	 Section 3.12
	 	 Obligations Limited to Parties to Agreement
	  	 	19	  
	 Section 3.13
	 	 Interpretation
	  	 	19	  
		
	 SCHEDULE A - Purchaser Name; Notice and Contact Information
	  	 	A-1	  
		
	 EXHIBIT A – Form of RRA Joinder Agreement
	  	 	A-1	  


  
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 REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT, dated as of February 2, 2017 (this “Agreement”) is entered into by and
among KNOT OFFSHORE PARTNERS LP, a Marshall Islands limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A hereto and any other Person that executes an RRA Joinder Agreement
(the “Purchasers”). 
 WHEREAS, this Agreement is made in connection with the closing of the issuance and sale of
the Purchased Units (the date of such closing, the “Closing Date”) pursuant to the Series A Preferred Unit Purchase Agreement, dated as of December 6, 2016, by and among the Partnership and the Purchasers (as
amended by the Assignment and Novation Agreement, dated December 20, 2016, and the First Amendment to Series A Preferred Unit Purchase Agreement, dated February 2, 2017, the “Purchase Agreement”); and 

WHEREAS, the Partnership has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchasers
pursuant to the Purchase Agreement. 
 NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 
 ARTICLE
I. 
 DEFINITIONS 

Section 1.01    Definitions. As used in this Agreement, the following terms have the meanings
indicated: 
 “Affiliate” means, with respect to any Person, any other Person that directly or indirectly
through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, (a) the General Partner or the Partnership, on the one
hand, and any Purchasers, on the other, shall not be considered Affiliates and (b) any fund or account managed, advised or subadvised, directly or indirectly, by a Purchaser or its Affiliates, shall be considered an Affiliate of such Purchaser.

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

“Authorized Agent” has the meaning specified in Section 3.08. 

“Business Day” means any day other than a Saturday, Sunday, any legal holiday or day on which banking institutions in
the Republic of Malta, the State of New York or the Kingdom of Norway are authorized or required by law or other governmental action to close. 

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







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

 “Common Units” means the common units representing limited partner interests in the Partnership. 

“Effective Date” means the date of effectiveness of any Registration Statement. 

“Effectiveness Period” has the meaning specified in Section 2.01(a). 

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations
of the Commission promulgated thereunder. 
 “First Closing Date” means February 2, 2017 or such other time and
date as the Purchasers and the Partnership may agree upon in writing. 
 “General Partner” means KNOT Offshore
Partners GP LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands and the general partner of the Partnership. 

“Holder” means the record holder of any Registrable Securities. 

“Included Registrable Securities” has the meaning specified in Section 2.02(a). 

“KNOT” has the meaning specified in Section 2.02(b). 

“Liquidated Damages” has the meaning specified therefor in Section 2.01(b). 

“Liquidated Damages Multiplier” means the product of (i) the Purchased Unit Price and (ii) the number of
Registrable Securities then held by the applicable Holder and included on the applicable Registration Statement. 

“Losses” has the meaning specified in Section 2.08(a). 

“Managing Underwriter” means, with respect to any Underwritten Offering, the book running lead manager of such
Underwritten Offering. 
 “NYSE” means the New York Stock Exchange. 

“OMP” means OMP AY Preferred Limited, a company with limited liability organized under the laws of the Republic of
Malta. 
 “Partnership” has the meaning set forth in the introductory paragraph of this Agreement. 

“Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of the Partnership,
dated as of the date hereof, as amended from time to time in accordance with the terms thereof. 
 “Person” means
any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of
entity. 

  
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 “Piggyback Notice” has the meaning specified in Section 2.02(a).

 “Piggyback Opt-Out Notice” has the meaning specified in Section
2.02(a). 
 “Piggyback Registration” has the meaning specified in Section 2.02(a). 

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

“Purchased Units” means the Series A Preferred Units to be issued and sold to the Purchasers pursuant to the Purchase
Agreement. 
 “Purchased Unit Price” means $24.00 per unit. 

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

“Quarter” has the meaning specified in the Partnership Agreement. 

“RRA Joinder Agreement” means the joinder agreement attached hereto as Exhibit A. 

“Record Date” has the meaning specified in the Partnership Agreement. 

“Registration” means any registration pursuant to this Agreement, including pursuant to a Registration Statement or a
Piggyback Registration. 
 “Registrable Securities” means the Common Units issuable upon conversion of the Purchased
Units, all of which are subject to the rights provided herein until such time as such securities cease to be Registrable Securities pursuant to Section 1.02. 

“Registration Expenses” has the meaning specified in Section 2.07(a). 

“Registration Statement” has the meaning specified in Section 2.01(a). 

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the
Commission promulgated thereunder. 
 “Selling Expenses” has the meaning specified in Section 2.07(a). 

“Selling Holder” means a Holder who is selling Registrable Securities pursuant to a Registration Statement. 

“Selling Holder Indemnified Persons” has the meaning specified in Section 2.08(a). 

“Series A Conversion Date” means the date on which all of the Purchased Units are convertible into Common Units
pursuant to the terms of the Partnership Agreement. 
 “Series A Conversion Rate” has the meaning specified in the
Partnership Agreement. 

  
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 “Series A Preferred Units” means the Series A Preferred Units
representing limited partner interests in the Partnership and having the rights and obligations specified in the Partnership Agreement. 

“Tag-Along Holders” has the meaning specified in Section 2.02(a). 

“Target Effective Date” has the meaning specified therefor in Section 2.01(a). 

“Underwritten Offering” means an offering (including an offering pursuant to a Registration Statement) in which Common
Units are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks. 

Section 1.02    Registrable Securities. Any Registrable Security will cease to be a Registrable
Security upon the earliest to occur of the following: (a) when a registration statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has been sold or disposed of
pursuant to such effective registration statement, (b) when such Registrable Security has been disposed of (excluding transfers or assignments by a Holder to an Affiliate or to another Holder or any of its Affiliates or to any assignee or
transferee to whom the rights under this Agreement have been transferred pursuant to Section 2.10) pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act, (c) when such
Registrable Security is held by the Partnership or one of its direct or indirect subsidiaries and (d) when such Registrable Security has been sold or disposed of in a private transaction in which the transferor’s rights under this
Agreement are not assigned to the transferee of such securities pursuant to Section 2.10. In addition, a Holder will cease to have rights to require registration of any Registrable Securities held by that Holder under this
Agreement on the second anniversary of the date on which all Series A Preferred Units have been converted into Common Units pursuant to Section 5.11 of the Partnership Agreement. 

ARTICLE II. 

REGISTRATION RIGHTS 

Section 2.01    Shelf Registration. 

(a)    Shelf Registration. The Partnership shall use its commercially reasonable efforts to (i) prepare
and file an initial registration statement under the Securities Act to permit the public resale of Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the
Securities Act (a “Registration Statement”) and (ii) cause such initial Registration Statement to become effective no later than the second anniversary of the First Closing Date (the “Target Effective
Date”). The Partnership will use its commercially reasonable efforts to cause such initial Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective under the Securities Act, with respect to any
Holder, until the earliest to occur of the following: (A) the date on which there are no longer any Registrable Securities outstanding and (B) the second anniversary of the date on which all Series A Preferred Units have been converted
into Common Units pursuant to Section 5.11 of the Partnership Agreement (in each case of clause (A) or (B) the “Effectiveness Period”). A Registration Statement filed pursuant to this Section 2.01(a) shall be
on such 

  
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appropriate registration form of the Commission as shall be selected by the Partnership; provided that, if the Partnership is then eligible, it shall file such Registration Statement on Form F-3 (or a successor form). A Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable
requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in
the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event
within three (3) Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of a Registration Statement. 

(b)    Failure to Become Effective. If a Registration Statement required by Section 2.01(a) does not
become or is not declared effective by the Target Effective Date, then each Holder shall be entitled to a payment (with respect to each of the Holder’s Registrable Securities which are included in such Registration Statement), as liquidated
damages and not as a penalty, (i) for the first 90 days following the Target Effective Date, an amount equal to 0.25% of the Liquidated Damages Multiplier, which shall accrue daily, and (ii) for each
non-overlapping 90-day period beginning on the 91st day following the Target Effective Date, an amount equal to the amount set forth in clause
(i) plus an additional 0.25% of the Liquidated Damages Multiplier for each subsequent 90 days (i.e., 0.5% for 91-180 days, 0.75% for 181-270 days,
and 1.0% thereafter), which shall accrue daily, up to a maximum amount equal to 1.0% of the Liquidated Damages Multiplier per non-overlapping 90 day period (the “Liquidated Damages”),
until such time as such Registration Statement is declared or becomes effective or there are no longer any Registrable Securities outstanding. The Liquidated Damages shall be payable within 10 Business Days after the end of each such 90 day period
in immediately available funds to the account or accounts specified by the applicable Holders. Any amount of Liquidated Damages shall be prorated for any period of less than 90 days accruing during any period for which a Holder is entitled to
Liquidated Damages hereunder. 
 (c)    Waiver of Liquidated Damages. If the Partnership is unable to
cause a Registration Statement to become effective on or before the Target Effective Date, then the Partnership may request a waiver of the Liquidated Damages, which may be granted by the consent of the Holders of a majority of the outstanding
Registrable Securities that have been included on such Registration Statement, in their sole discretion, and which such waiver shall apply to all the Holders of Registrable Securities included on such Registration Statement. 

(d)    Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon
written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder
shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in
good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership has
experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the 

  
 5 








 
Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such
Registration Statement for a period that exceeds an aggregate of sixty (60) days in any 180-day period or ninety (90) days in any 365-day period. Upon
disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly
terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. 

Section 2.02    Piggyback Registration. 

(a)    Participation. So long as a Holder holds Registrable Securities, if the Partnership proposes to file
(i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement, other than a Registration Statement contemplated by Section
2.01(a), or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account or that of another Person, or both, and Holders may be included in
such Underwritten Offering without the filing of a post-effective amendment thereto, then the Partnership shall give not less than three Business Days’ notice (including, but not limited to, notification by electronic mail) (the
“Piggyback Notice”) of such proposed Underwritten Offering to each Holder (together with its Affiliates) owning more than $10 million of Registrable Securities, calculated on the basis of the Purchased Unit Price (the
“Tag-Along Holders”), and such Piggyback Notice shall offer such Tag-Along Holder the opportunity to include in such Underwritten Offering such
number of Registrable Securities (the “Included Registrable Securities”) as such Tag-Along Holder may request in writing (a “Piggyback Registration”); provided,
however, that the Partnership shall not be required to offer such opportunity (A) to such Tag-Along Holders if the Tag-Along Holders, together with their
Affiliates, do not offer a minimum of $10 million of Registrable Securities, in the aggregate (determined by multiplying the number of Registrable Securities owned by the average of the closing price on the NYSE for the Common Units for the ten
trading days preceding the date of such notice), or (B) to such Tag-Along Holders if and to the extent that the Partnership has been advised in writing by the Managing Underwriter that the inclusion of
Registrable Securities for sale for the benefit of such Tag-Along Holders will have an adverse effect on the price, timing or distribution of the Common Units in such Underwritten Offering, then the amount of
Registrable Securities to be offered for the accounts of Tag-Along Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to Tag-Along Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Tag-Along
Holders until such proposed Underwritten Offering is (x) publicly announced or (y) such Tag-Along Holder received notice that such proposed Underwritten Offering has been abandoned, which such
abandonment notice shall be provided promptly by the Partnership to each Tag-Along Holder but no later than 14 days after delivery of the Piggyback Notice to Tag-Along
Holders. Each such Tag-Along Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request
in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Tag-Along Holder is received within the specified time, such
Tag-Along Holder shall have no further right 

  
 6 








 
to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten
Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a
determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay
such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s
request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Partnership of such withdrawal at least one Business Day prior to the time of pricing of such Underwritten
Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed
Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice
from a Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings
pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. 

(b)    Priority of Piggyback Registration. Other than situations described in
Section 2.01 and Section 2.03, if the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership in writing that the total amount of Registrable Securities
that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or
the market for the Common Units, then the Partnership shall include in such offering, to the extent of the total number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such
adverse effect (the “Piggyback Registration Cap”), Registrable Securities in the following priority: 

(i)    first, to the Partnership; 

(ii)    second, to the extent that the number of Registrable Securities to be included in such offering
pursuant to Section 2.02(b)(i) is less than the Piggyback Registration Cap to Knutsen NYK Offshore Tankers AS and its Affiliates (collectively, “KNOT”) pursuant to any registration rights existing as of the date of this
Agreement; and 
 (iii)    third, to the extent that the number of Registrable Securities to be included
in such offering pursuant to Section 2.02(b)(i) and Section 2.02(b)(ii) is less than the Piggyback Registration Cap, the Registrable Securities requested to be included by the Tag-Along Holders
exercising piggyback rights pursuant to this Section 2.02; the securities requested to be included pursuant to this Section 2.02(b)(iii) shall be allocated pro rata among the
Tag-Along Holders (based, for each such Tag-Along Holder, on the percentage derived by dividing (A) the number of Common Units proposed to be sold by such Tag-Along Holder in such offering by (B) the aggregate number of Common Units proposed to be sold by all Tag-Along Holders in the Piggyback Registration). 

  
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 Section 2.03    Underwritten Offering. 

(a)    Demand Rights. In the event that any of OMP or its Affiliates elect to dispose of Registrable
Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expect gross proceeds of at least $37.5 million from such Underwritten Offering (together with any Registrable Securities to be disposed of by a
Selling Holder who has elected to participate in such Underwritten Offering pursuant to Section 2.02), the Partnership shall, at the request of such Selling Holder(s), enter into an underwriting agreement in a form as is
customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in
Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided,
however, that the Partnership shall have no obligation to facilitate or participate in, including entering into any underwriting agreement, more than one Underwritten Offering pursuant to this Section 2.03; provided,
further, that if the Partnership or KNOT or any of their respective Affiliates is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $50.0 million
(other than in connection with any at-the-market offering or similar continuous offering program), then the Partnership may suspend such Selling Holder’s right to
require the Partnership to conduct an Underwritten Offering on such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such Selling Holder’s right to
require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six month period. 

(b)    General Procedures. In connection with any Underwritten Offering contemplated by Section
2.03(a), the underwriting agreement into which each Selling Holder and the Partnership shall enter shall contain such representations, covenants, indemnities (subject to Section 2.08) and other rights and obligations as
are customary in Underwritten Offerings of securities by the Partnership. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties
or agreements regarding such Selling Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation
required by law. If any Selling Holder disapproves of the terms of an Underwritten Offering contemplated by this Section 2.03, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the
Managing Underwriter; provided, however, that such withdrawal must be made at least one Business Day prior to the time of pricing of such Underwritten Offering to be effective. No such withdrawal or abandonment shall affect the Partnership’s
obligation to pay Registration Expenses. 

  
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 Section 2.04    Further Obligations. In connection with
its obligations under this Article II, the Partnership will: 
 (a)    promptly prepare and file with the
Commission such amendments and supplements to a Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the Effectiveness Period and as may be necessary to comply
with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement; 

(b)    if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering under a
Registration Statement and the Managing Underwriter at any time shall notify the Partnership in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of
material importance to the success of such Underwritten Offering, the Partnership shall use its commercially reasonable efforts to include such information in such prospectus supplement; 

(c)    furnish to each Selling Holder (i) as far in advance as reasonably practicable before filing a Registration
Statement or any other registration statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document
incorporated by reference therein to the extent then required by the rules and regulations of the Commission), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of
distribution that is contained therein and, to the extent timely received, make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing such Registration Statement or such other registration
statement and the prospectus included therein or any supplement or amendment thereto, and (ii) such number of copies of such Registration Statement or such other registration statement and the prospectus included therein and any supplements and
amendments thereto as such Persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Registration Statement or other registration statement; 

(d)    if applicable, use its commercially reasonable efforts to promptly register or qualify the Registrable Securities
covered by any Registration Statement or any other registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing
Underwriter, shall reasonably request; provided, however, that the Partnership will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action that would subject it
to general service of process in any such jurisdiction where it is not then so subject; 
 (e)    promptly notify each
Selling Holder, at any time when a prospectus relating thereto is required to be delivered by any of them under the Securities Act, of (i) the filing of a Registration Statement or any other registration statement contemplated by this Agreement
or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to a Registration Statement or any other registration statement or any post-effective amendment thereto, when
the same has become effective; and (ii) the receipt of any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or supplements to any such
Registration Statement or any other registration statement or any prospectus or prospectus supplement thereto; 

  
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 (f)    promptly notify each Selling Holder, at any time when a prospectus
relating thereto is required to be delivered by any of them under the Securities Act, of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in a Registration Statement or any other registration
statement contemplated by this Agreement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of
any prospectus contained therein, in the light of the circumstances under which a statement is made); (ii) the issuance or express threat of issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement or any
other registration statement contemplated by this Agreement, or the initiation of any proceedings for that purpose; or (iii) the receipt by the Partnership of any notification with respect to the suspension of the qualification of any
Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, the Partnership agrees to, as promptly as practicable, amend or supplement the prospectus or prospectus
supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing and to take such other action as is reasonably necessary to remove a stop order, suspension, threat thereof or proceedings related thereto; 

(g)    upon request and subject to appropriate confidentiality obligations, furnish to each Selling Holder copies of any
and all transmittal letters or other correspondence with the Commission or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of
Registrable Securities; 
 (h)    in the case of an Underwritten Offering, furnish, or use its reasonable efforts to
cause to be furnished, upon request, (i) an opinion of counsel for the Partnership addressed to the underwriters, dated the date of the closing under the applicable underwriting agreement and (ii) a “comfort letter” addressed to
the underwriters, dated the pricing date of such Underwritten Offering and a letter of like kind dated the date of the closing under the applicable underwriting agreement, in each case, signed by the independent public accountants who have certified
the Partnership’s financial statements included or incorporated by reference into the applicable registration statement, and each of the opinion and the “comfort letter” shall be in customary form and covering substantially the same
matters with respect to such registration statement (and the prospectus and any prospectus supplement) as have been customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in
Underwritten Offerings of securities by the Partnership and such other matters as such underwriters may reasonably request; 

(i)    otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the
Commission; 

  
 10 








 (j)    make available to the appropriate representatives of the Managing
Underwriter during normal business hours access to such information and Partnership personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act; provided, however, that the
Partnership need not disclose any non-public information to any such representative unless and until such representative has entered into a confidentiality agreement with the Partnership; 

(k)    use its commercially reasonable efforts to cause all Registrable Securities registered pursuant to this Agreement
to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by the Partnership are then listed; 

(l)    use its commercially reasonable efforts to cause Registrable Securities to be registered with or approved by such
other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Partnership to enable the Selling Holders to consummate the disposition of such Registrable Securities; 

(m)    provide a transfer agent and registrar for all Registrable Securities covered by any Registration Statement not
later than the Effective Date of such Registration Statement; 
 (n)    enter into customary agreements and take such
other actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of Registrable Securities (including making appropriate officers of the Partnership available to
participate in customary marketing activities); provided, however, that the officers of the Partnership shall not be required to dedicate an unreasonably burdensome amount of time in connection with any roadshow and related marketing activities for
any Underwritten Offering; 
 (o)    if reasonably requested by a Selling Holder, (i) incorporate in a prospectus
supplement or post-effective amendment such information as such Selling Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including information with respect to the number of
Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; and (ii) make all required filings of such prospectus supplement
or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and 

(p)    if reasonably required by the Partnership’s transfer agent, the Partnership shall promptly deliver any
authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to transfer Registrable Securities without legend upon sale by the Holder of such Registrable Securities under a Registration
Statement. 
 Notwithstanding anything to the contrary in this Section 2.04, the Partnership will not name a
Holder as an underwriter (as defined in Section 2(a)(11) of the Securities Act) in any Registration Statement without such Holder’s consent. If the staff of the Commission requires the Partnership to name any Holder as an underwriter (as
defined in Section 2(a)(11) of the Securities Act), and such Holder does not consent thereto, then such Holder’s Registrable Securities shall not be included on the applicable Registration Statement, and the Partnership


  
 11 








 
shall have no further obligations hereunder with respect to Registrable Securities held by such Holder, unless such Holder has not had an opportunity to conduct customary underwriter’s due
diligence with respect to the Partnership at the time such Holder’s consent is sought. 
 Each Selling Holder, upon receipt of notice
from the Partnership of the happening of any event of the kind described in subsection (f) of this Section 2.04, shall forthwith discontinue offers and sales of the Registrable Securities by means of a
prospectus or prospectus supplement until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subsection (f) of this Section 2.04 or until it is advised in
writing by the Partnership that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings incorporated by reference in the prospectus, and, if so directed by the Partnership, such Selling Holder will,
or will request the Managing Underwriter or Managing Underwriters, if any, to deliver to the Partnership (at the Partnership’s expense) all copies in their possession or control, other than permanent file copies then in such Selling
Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. 

Section 2.05    Cooperation by Holders. The Partnership shall have no obligation to include Registrable
Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is
reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act. 

Section 2.06    Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of
Registrable Securities (i) who is participating in an Underwritten Offering and is included in a Registration Statement or (ii) who has not delivered a Piggyback Opt-Out Notice and has the ability to
participate in an Underwritten Offering pursuant to Section 2.03 agrees to enter into a customary letter agreement with underwriters providing that such Holder will not effect any public sale or distribution of Registrable
Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such Underwritten Offering; provided, however, that (i) the duration of the
foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed,
(ii) the restrictions set forth in this Section 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder and (iii) the foregoing restriction shall not be
applicable to Holders that own three percent (3%) or less of the Partnership’s issued and outstanding Common Units. 

Section 2.07    Expenses. 

(a)    Certain Definitions. “Registration Expenses” shall not include Selling
Expenses but otherwise means all expenses incident to the Partnership’s performance under or compliance with this Agreement to effect the registration of Registrable Securities on a Registration Statement pursuant to
Section 2.01, a Piggyback Registration pursuant to Section 2.02, or an Underwritten Offering pursuant to Section 2.03, and the disposition of such Registrable Securities,
including all registration, filing, securities exchange listing and NYSE 

  
 12 








 
fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, fees of transfer
agents and registrars, all word processing, duplicating and printing expenses, and the fees and disbursements of counsel and independent public accountants for the Partnership, including the expenses of any special audits or “comfort
letters” required by or incident to such performance and compliance. “Selling Expenses” means all underwriting fees, discounts and selling commissions, transfer taxes allocable to the sale of the Registrable Securities
and the fees and disbursements of counsel for the Selling Holders, plus any costs or expenses related to any roadshows conducted in connection with the marketing of any Underwritten Offering. 

(b)    Expenses. The Partnership will pay all reasonable Registration Expenses, as determined in good faith,
in connection with a shelf Registration, a Piggyback Registration or an Underwritten Offering, whether or not any sale is made pursuant to such shelf Registration, Piggyback Registration or Underwritten Offering. Each Selling Holder shall pay its
pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder. In addition, except as otherwise provided in Section 2.08, the Partnership shall not be responsible for
professional fees (including legal fees) incurred by Holders in connection with the exercise of such Holders’ rights hereunder. 

Section 2.08    Indemnification. 

(a)    By the Partnership. In the event of a registration of any Registrable Securities under the Securities
Act pursuant to this Agreement, the Partnership will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the
meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses
or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any
prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement
contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will
reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the
Partnership will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished
by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statement, or 

  
 13 








 
prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and
shall survive the transfer of such securities by such Selling Holder. 
 (b)    By Each Selling Holder.
Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Partnership, the General Partner and each of their directors, officers, employees and agents and each Person, who, directly or indirectly, controls the
Partnership within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in
writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained
therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling
Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification. 

(c)    Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it
from any liability that it may have to any indemnified party other than under this Section 2.08(c), except to the extent that the indemnifying party is materially prejudiced by such failure. In any action brought against any indemnified
party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory
to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this
Section 2.08 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided,
however, that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably satisfactory to the indemnified party or (ii) if the defendants in any such action include both the indemnified party and the
indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the
interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to
participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other
provision of this Agreement, no indemnifying party shall settle any action brought against any indemnified party with respect to which such indemnified party may be entitled to indemnification hereunder without the consent of the indemnified party,
unless the settlement thereof imposes no liability or obligation on, includes a complete and unconditional release from liability of, and does not contain any admission of wrongdoing by, the indemnified party. 

  
 14 








 (d)    Contribution. If the indemnification provided for in
this Section 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party,
on the one hand, and of the indemnified party, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall any
Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The
relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The
parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations
referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in
connection with investigating, defending or resolving any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who is not guilty of such fraudulent misrepresentation. 
 (e)    Other Indemnification. The
provisions of this Section 2.08 shall be in addition to any other rights to indemnification or contribution that an indemnified party may have pursuant to law, equity, contract or otherwise. 

Section 2.09    Rule 144 Reporting. With a view to making available the benefits of certain rules and
regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, the Partnership agrees to use its commercially reasonable efforts to: 

(a)    make and keep public information regarding the Partnership available, as those terms are understood and defined in
Rule 144 under the Securities Act (or any similar provision then in effect), at all times from and after the date hereof; 

(b)    file with the Commission in a timely manner all reports and other documents required of the Partnership under the
Securities Act and the Exchange Act at all times from and after the date hereof; and 
 (c)    so long as a Holder owns
any Registrable Securities, furnish (i) to the extent accurate, forthwith upon request, a written statement of the Partnership that it has complied with the reporting requirements of Rule 144 under the Securities Act (or any similar provision
then in effect) and (ii) unless otherwise available via the Commission’s EDGAR filing 

  
 15 








 
system, to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the Partnership, and such other reports and documents so filed as such Holder may reasonably
request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration. 

Section 2.10    Transfer or Assignment of Registration Rights. The rights to cause the Partnership to
register Registrable Securities under this Article II may be transferred or assigned by each Holder to one or more transferees or assignees of Registrable Securities or securities convertible into Registrable Securities; provided, however,
that (a) unless any such transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Holder, the amount of Registrable Securities or securities convertible into Registrable Securities,
as applicable, transferred or assigned to such transferee or assignee shall represent at least $12.5 million of Registrable Securities on an as-converted basis (determined by multiplying the number of
Registrable Securities (on an as-converted basis) owned by the average of the closing price on the NYSE for the Common Units for the ten (10) trading days preceding the date of such transfer or
assignment), (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the securities with respect to which such registration rights are
being transferred or assigned and (c) each such transferee or assignee assumes in writing responsibility for its portion of the obligations of such transferring Holder under this Agreement. 

Section 2.11    Compliance. Each Holder covenants and agrees that it will comply with the prospectus
delivery requirements of the Securities Act as applicable to it in connection with the sale of the Registrable Securities and shall sell the Registrable Securities in accordance with a method of distribution described in the Registration Statement.

 Section 2.12    Information. Each Holder shall supply such information with respect to itself, its
directors, officers and shareholders and such other matters as may be reasonably necessary as the Partnership may reasonably request for the purpose of preparation of any registration statement, notice, form or other documents required to be filed
with any governmental authority. 
 ARTICLE III. 

MISCELLANEOUS 

Section 3.01    Communications. All notices and demands provided for hereunder shall be in writing and
shall be given by registered or certified mail, return receipt requested, telecopy, air courier guaranteeing overnight delivery, personal delivery or email to the following addresses: 

(a)    If to the Purchasers, to the addresses set forth on Schedule A or in the RRA Joinder Agreement, with a copy
to (which shall not constitute notice): 
 Latham & Watkins LLP 

811 Main St. 
 Suite 3700 

Houston, Texas 77002 

Attention: Ryan J. Maierson; John M. Greer 

Facsimile: (713) 546-5401 

Email: ryan.maierson@lw.com; john.greer@lw.com 

  
 16 








 (b)    If to the Partnership: 

KNOT Offshore Partners LP 

Queen’s Cross, Aberdeen 

Aberdeenshire 
 United Kingdom

 AB15 4YB 
 United Kingdom
Attention: John Costain, Chief Executive Officer 
 with a copy to (which shall not constitute notice): 

Vinson & Elkins L.L.P. 

2200 Pennsylvania Avenue NW, Suite 500 West 

Washington, DC 20037-1701 

Attention: Catherine Gallagher 

Facsimile: 202.879.8985 
 Email:
cgallagher@velaw.com 
 or to such other address as the Partnership or the Purchasers may designate in writing or, if to a transferee or assignee of
the Purchasers or any transferee or assignee thereof, to such transferee or assignee at the address provided pursuant to Section 2.10. All notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; upon actual receipt if sent by certified or registered mail, return receipt requested, or regular mail, if mailed; upon actual receipt of the facsimile or email copy, if sent via facsimile or email; and
upon actual receipt when delivered to an air courier guaranteeing overnight delivery. 

Section 3.02    Binding Effect. This Agreement shall be binding upon the Partnership, each of the
Purchasers and their respective successors and permitted assigns, including subsequent Holders of Registrable Securities to the extent permitted herein. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to
confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns. 

Section 3.03    Assignment of Rights. Except as provided in Section 2.10,
neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned or transferred, by operation of law or otherwise, by any party hereto without the prior written consent of the other party. 

Section 3.04    Recapitalization, Exchanges, Etc. Affecting Units. The provisions of this Agreement
shall apply to the full extent set forth herein with respect to any and all units of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in
exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, unit splits, recapitalizations, pro rata distributions of units and the like occurring after the date of this Agreement.


  
 17 








 Section 3.05    Aggregation of Registrable Securities. All
Registrable Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. 

Section 3.06    Specific Performance. Damages in the event of breach of this Agreement by a party
hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to seek an injunction or other equitable
relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction
or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity that such Person may have. 

Section 3.07    Counterparts. This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement. 

Section 3.08    Governing Law. This Agreement, and all claims or causes of action (whether in contract
or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty
made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of New York without regard to principles of conflicts of laws. The Partnership has appointed Watson Farley & Williams
LLP, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby. Such appointment
shall be irrevocable by the Partnership. The Partnership represents and warrants that the Authorized Agent has agreed to act as such agent for service of process. Service of process upon the Authorized Agent and written notice of such service to the
Partnership shall be deemed, in every respect, effective service of process upon the Partnership. 

Section 3.09    Entire Agreement. This Agreement, the Purchase Agreement and the other agreements and
documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter
contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or in the Purchase Agreement with respect to the rights granted by the Partnership or any of its
Affiliates or the Purchasers or any of their respective Affiliates. This Agreement, the Purchase Agreement and the other agreements and documents referred to herein or therein supersede all prior agreements and understandings between the parties
with respect to such subject matter. 

  
 18 








 Section 3.10    Amendment. This Agreement may be amended
only by means of a written amendment signed by the Partnership and the Holders of a majority of the outstanding Registrable Securities or securities convertible into Registrable Securities, as applicable; provided, however, that no such amendment
shall adversely affect the rights of any Holder hereunder without the consent of such Holder. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any
departure by the Partnership or any Purchaser from the terms of any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which such amendment, supplement, modification, waiver or consent has
been made or given. 
 Section 3.11    No Presumption. This Agreement has been reviewed and
negotiated by sophisticated parties with access to legal counsel and shall not be construed against the drafter. 

Section 3.12    Obligations Limited to Parties to Agreement. Each of the parties hereto covenants,
agrees and acknowledges that, other than as set forth herein, no Person other than the Purchasers, the Selling Holders, their respective permitted assignees and the Partnership shall have any obligation hereunder and that, notwithstanding that one
or more of such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith shall be had against any former, current or future
director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or
limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged
that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of such
Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of such
Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of or by reason of such obligation or its creation, except, in each case, for
any assignee of any Purchaser or a Selling Holder hereunder. 
 Section 3.13    Interpretation.
Article, Section and Schedule references in this Agreement are references to the corresponding Article, Section or Schedule to this Agreement, unless otherwise specified. All Schedules to this Agreement are hereby incorporated and made a part hereof
as if set forth in full herein and are an integral part of this Agreement. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended,
supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the
specific or similar items or matters immediately following it. Any reference in this Agreement to “$” shall mean U.S. dollars. Whenever any determination, consent or approval is to be made or given by a Purchaser, such action shall be in
such Purchaser’s sole discretion, unless otherwise specified in this Agreement. If any provision in this Agreement is held to be illegal, invalid, not binding or unenforceable, (a) such provision shall be fully severable and this 

  
 19 








 
Agreement shall be construed and enforced as if such illegal, invalid, not binding or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions shall
remain in full force and effect, and (b) the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions
contemplated hereby are consummated as originally contemplated to the greatest extent possible. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the
date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. Any
words imparting the singular number only shall include the plural and vice versa. The words such as “herein,” “hereinafter,” “hereof’ and “hereunder” refer to this Agreement as a whole and not merely to a
subdivision in which such words appear unless the context otherwise requires. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of
reference only and shall not affect or be utilized in construing or interpreting this Agreement. 
 [Remainder of Page Left Intentionally
Blank] 

  
 20 








 IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first
above written. 
  

			
	KNOT OFFSHORE PARTNERS LP
		
	By:	 	 /s/ John Costain

	Name:	 	John Costain
	Title:	 	Chief Executive Officer and Chief Financial Officer



  
 [Signature page to
Registration Rights Agreement] 









			
	OMP AY PREFERRED LIMITED 
		
	By:	 	 /s/ Håvard Vikse

	Name:	 	Håvard Vikse
	Title:	 	Director



  
 [Signature page to
Registration Rights Agreement] 








 SCHEDULE A 

Purchaser Name; Notice and Contact Information 
  

			
	 Purchaser
	  	 Contact Information

	OMP AY Preferred Limited	  	 P.O. Box 2002 Vika
 0125 Oslo, Norway

Attn: Jørgen Solem
 Phone: + 47 23 11 78 00

Email: contact@omp.no



  
 A-1 








 EXHIBIT A 

FORM OF RRA JOINDER AGREEMENT 

This Joinder Agreement (the “RRA Joinder Agreement”) is executed by the undersigned pursuant to the Registration Rights
Agreement, dated as of February 2, 2017 (the “Agreement”) among KNOT Offshore Partners LP (the “Partnership”) and the purchasers party thereto (the “Purchasers”), which is incorporated herein
by reference. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Agreement. By the execution of this Joinder Agreement, the undersigned agrees as follows: 

i)    The undersigned hereby joins in, and agrees to be bound by and subject to, the Agreement, with the same force and
effect as if the undersigned were originally a Purchaser party thereto. 
 ii)    Any notice required or permitted by
the Agreement shall be given to the undersigned at the address listed below. 
 iii)    The Partnership hereby
acknowledges and agrees that the undersigned shall be deemed a Purchaser under the Agreement and that such Purchaser shall be entitled to all of the rights and benefits, and subject to all of the obligations, of a Purchaser under the Agreement from
and after the date of this RRA Joinder Agreement as if the undersigned was a party thereto as of the effective date of the Agreement. 

EXECUTED AND DATED as of this      day of             , 2017.

  

					
	KNOT OFFSHORE PARTNERS LP
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	[JOINING PARTY]
		
	By:	 	 [General Partner of Joining Party,

as its general partner, if applicable]

			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	


 
			
		
	Notice Address:	 	  

	  

	  

	  




  
 A-1