Exhibit
4.1


 


SPECIFIC
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY
DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


Lease
and Maintenance Agreement

  


 


 


Between


 


 


 


Hoegh
LNG Cyprus Limited

(“Owner”)


 


And


 


 


 


Hoegh
LNG Chartering LLC

(“Charterer”)









DATED 30 APRIL 2020


 






     


     


    

 


TABLE
OF CONTENTS


 


 




	CLause	Page
    NO.
	1.   Definitions,
    Headings and Interpretation	3
	2.   Provision
    of Vessel	8
	3.   Term	8
	4.   Commencement
    and Redelivery	8
	5.   Bunkers
    and Heel	9
	6.   Owner
    to Provide	10
	7.   Charterer
    to Provide	11
	8.   Shipboard
    Personnel and their Duties	11
	9.   Operation	12
	10.   Hire	12
	12.   Change
    of Flag or Ownership	14
	13.   Maintenance	14
	14.   Transfer
    Between FSRU Mode and LNGC Mode	14
	15.   Safety
    Management	15
	16.   Default,
    Remedies and Right of Termination	15
	17.   Sub-Contractors	17
	18.   Liens
    and Mortgage	18
	19.   Supernumeraries	18
	20.   Taxes	18
	21.   Pollution
    and Emergency Response	18
	22.   Requisition	19
	23.   Insurance	19
	24.   Exclusions,
    Limitation of Liability and Liquidated Damages	19
	25.   Confidentiality	20
	26.   Novation,
    Assignment and Transfer	20
	27.   Representations
    and Warranties	20
	28.   Non-Waiver	21
	29.   Notices	21
	30.   Governing
    Law and Arbitration	22
	31.   Third
    Party Rights	22
	32.   Waiver
    of Immunity	23
	Schedule
    I – Gas Form C (Höegh Gallant, IMO No. 9653678)	i
	Schedule
    II – Marine Crew	ii
	Schedule
    III – HLNG Performance Guarantee	iii
	Appendix
    1 – LNGC Terms	iv
	Appendix
    2 – FSRU Terms	v


 






    - 2 -


     


    

 


LEASE
AND MAINTENANCE AGREEMENT


 


THIS
LEASE AND MAINTENANCE AGREEMENT (this “Agreement”)
is dated 30 April 2020 and is made by and between:


 


		(1)	Hoegh
                                         LNG Cyprus Limited, a company organized and existing under the laws of Cyprus with
                                         company no. HE 339342 (hereinafter referred to as the “Owner”); and



 


		(2)	Hoegh
                                         LNG Chartering LLC, a company organized and existing under the laws of the Marshall
                                         Islands with company no. 963308 (hereinafter referred to as the “Charterer”).



 


The
Owner and Charterer are together referred to herein as the “Parties” and each a “Party”.


 


RECITALS


 


WHEREAS:


 


		(A)	Hoegh
                                         LNG Cyprus Limited is the registered owner of the vessel Höegh Gallant, IMO no.
                                         9653678 (the “Vessel”) and is willing to lease the Vessel to Charterer
                                         and to provide a Marine Crew (as defined below) and to maintain the Vessel on the terms
                                         and subject to the conditions contained in this Agreement;



 


		(B)	Charterer
                                         wishes to charter the Vessel together with the Marine Crew from Owner on the terms and
                                         subject to the conditions contained in this Agreement.



 


		(C)	The
                                         Parties intend that the Vessel may be used during the term as (i) an LNG carrier, and
                                         while in LNGC Mode, pursuant to the terms of Appendix 1 and (ii) a stationary
                                         FSRU, and while in FSRU Mode, pursuant to the terms of Appendix 2, as further
                                         set forth in this Agreement.



 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Parties agree as follows:


 


1.       Definitions,
Headings and Interpretation


 


1.1       Definitions


 


In
this Agreement, the Schedules and Appendices, save where the context otherwise requires, the following words and expressions shall
have the meanings respectively ascribed to them in this Clause 1:


 


“Affiliate”
means with respect to any Person, any other Person which directly or indirectly controls, or is under common control with, or
is controlled by, such Person. For the purposes of this definition, “control” means the right to cast fifty percent
(50%) or more of the votes exercisable at an annual general meeting (or its equivalent) of the entity concerned or, if there are
no such rights, ownership of fifty percent (50%) or more of the equity share capital of or other ownership interests in such entity,
or the right to direct the policies, decisions or operations of such entity.


 


“Agreement”
has the meaning set out in the Preamble.


 


“Annual
Maintenance Allowance” has the meaning set out in Clause 13.2.


 


“Approved
Mortgage” means any Encumbrance or lease structure on the Vessel, her earnings and/or insurances, Owner’s rights
under this Agreement, that is or will be entered into in favor of an Approved Mortgagee for itself and/or for the benefit of one
or more other financiers to Owner as security for the financing of the Vessel and for no other purpose.


 






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SPECIFIC
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY
DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


“Approved
Mortgagee” means any holder of an Approved Mortgage, provided that such holder is either: (i) An international bank
or other financial institution; or (ii) a controlled affiliate of an international bank or other financial institution.


 


“Change
in Law” means the occurrence of any of the following after the date of execution of this Agreement:


 


		(a)	the
                                         enactment of any new Law (but excluding any such new Law enacted but not yet put into
                                         force at the date of execution of this Agreement), or the imposition of authorizations
                                         not required as at the date of execution of this Agreement; or



 


		(b)	the
                                         modification or repeal of any existing Law; or



 


		(c)	a
                                         change in the interpretation or application by any Governmental Authority of any Law.



 


“Charterer”
has the meaning set out in the Preamble.


 


“Charterer
Indemnified Parties” means Charterer and all Charterer’s Affiliates, contractors, servants and subcontractors
(of any tier) and any such Person’s directors, officers, employees, agents, representatives, accountants, consultants, attorneys
and advisors, but excluding Owner and any Affiliate of Owner providing services to Charterer or its Affiliates.


 


“Classification
Society” means DNV-GL.


 


“Commencement
Date” means the date on which Hire commences or is deemed to have commenced in accordance with Clause 4.3.


 


“Confidential
Information” has the meaning set forth in Clause 26.


 


“Contract
Year” means each calendar year (being the twelve (12) month period from 1 January to the next following 31 December);
provided, however, that (a) the first Contract Year shall commence on the Commencement Date and end
on the next following 31 December, and (b) the final Contract Year shall start on 1 January immediately preceding the
end of the Term and end on the last day of the Term.


 


“Damages”
means collectively, all claims, liabilities, obligations, losses, damages, deficiencies, assessments, judgments, penalties, actions,
suits, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable attorneys’
fees and costs and expenses).


 


“Default
Rate” means LIBOR (or, in case of market disruption or the cessation of publication of LIBOR, such other index/source
as may be reasonably selected by the Parties) plus *****%.


 


“Delivery”
has the meaning set out in Clause 4.2(a).


 


“Delivery
Date” has the meaning set out in Clause 4.2(c).


 


“Disclosing
Party” has the meaning set forth in Clause 25.


 


“Egypt
LMA” means a lease and maintenance agreement dated November 3, 2014 entered into between Hoegh LNG Cyprus Limited through
its Egyptian Branch and Hoegh LNG Egypt LLC.


 






    - 4 -


     


    

 


“Encumbrance”
means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, security interest, or other encumbrance
of any kind securing or any right conferring a priority of payment in respect of any obligation of any Person.


 


“Event
of Charterer’s Default” has the meaning set out in Clause 16.2.


 


“Event
of Owner’s Default” has the meaning set out in Clause 16.1.


 


“Flag
State” means Marshall Islands or Norway (NIS).


 


“Force
Majeure” has the meaning set out in Appendix 2, Clause 10.


 


“FSRU”
means a floating, storage and regasification unit.


 


“FSRU
Jurisdiction” means the jurisdiction where the Vessel operates in FSRU Mode.


 


“FSRU
Mode” means operation of the Vessel as an FSRU moored at the FSRU Site and capable of receiving and storing LNG, offloading
LNG and discharging regasified LNG subject to and in accordance with the FSRU Terms.


 


“FSRU
Site” means any site where the FSRU will be moored to perform FSRU operations, such site to be subject to Owner’s
consent, which shall not be unreasonably conditioned, withheld and/or delayed.


 


“FSRU
Terms” means the terms applicable to the employment of the Vessel as in FSRU Mode as set out in Appendix 2 – FSRU
Terms.


 


“Governmental
Authority” means (i) any national, regional, municipal, local or other government authority, including any subdivision,
agency, board, department, commission or authority thereof, of the FSRU Jurisdiction; (ii) any maritime and other applicable authorities
of the Flag State; (iii) any maritime and other applicable authorities at the FSRU Site; (iv) the International Maritime Organization
(IMO); and (v) any other governmental, maritime, port, terminal or other applicable authority having jurisdiction over the Vessel
or as the case may require, the Owner or Charterer or any Affiliates or agents thereof.


 


“Heel”
means LNG cargo retained in the cargo tanks on completion of discharge sufficient to allow the Vessel to remain cold for the
anticipated ballast passage or until the delivery of LNG from an LNG Shuttle Tanker (as defined in the FSRU Terms).


 


“Hire”
has the meaning set out in Clause 10.1(a).


 


"HLNG
Performance Guarantee" means that certain guarantee agreement pursuant to which Höegh Performance Guarantor guarantees
the performance and payment obligations of Charterer under this Agreement, substantially in the form set forth in Schedule 3;


 


"HLNG
Performance Guarantor" means Höegh LNG Ltd., a corporation organized and existing under the laws of Bermuda;


 


“Jetty”
means the jetty located at the FSRU Site, if applicable.


 


“Law”
means any law (including, without limitation, any zoning law or ordinance or any environmental law), treaty, statute, rule, regulation,
ordinance, order, directive, code, interpretation, judgment, decree, injunction, writ, determination, award, permit, license,
authorization, direction, requirement, decision or agreement of, with or by any Governmental Authority, including without limitation
any Law relating to Taxes.


 


“LIBOR”
means the London Inter-Bank Offered Rate for USD per annum which appears on the Telerate Monitor (page 248/249 or any
replacement of such page) determined at or about 11:00 a.m. London time, as quoted on the date from which interest is accrued
under this Agreement for a three (3) month period, or such other rate as may be agreed by the Parties.


 






    - 5 -


     


    

 


“LNG”
means liquefied natural gas.


 


“LNG
Price” means (a) when the Vessel operates under a Vessel Contract, the price agreed between the Charterer and the sub-charterer
under a Vessel Contract; and (b) when the Vessel is not under a Vessel Contract the ex-ship price of LNG in United Stated Dollars/Mmbtu
(US $/Mmbtu), at the last port where the LNG was discharged prior to Redelivery of the Vessel, based upon composition of LNG as
measured at that final discharge port.;


 


“LNGC
Terms” means the terms applicable to the employment of the Vessel as in LNGC Mode as set out in Appendix 1 – LNGC
Terms.


 


“LNGC
Mode” means the operation of the Vessel as an LNG carrier for the loading, transportation and unloading of LNG in accordance
with the LNGC Terms.


 


“LMAA”
has the meaning set forth in Clause31.2(a).


 


“Marine
Crew” means the crew with sufficient experience, training and knowledge to operate the Vessel, as listed in Schedule
II.


 


“Owner”
has the meaning set out in the Preamble.


 


“Owner
Indemnified Parties” means, Owner and all Owner’s Affiliates, contractors, servants and subcontractors (of any
tier), and any such Person’s directors, officers, employees, agents, representatives, accountants, consultants, attorneys
and advisors, but excluding Charterer Indemnified Parties.


 


“Party”
or “Parties” have the meaning set out in the Preamble.


 


“Person”
includes any natural person, firm, corporation, company, limited liability company, trust or partnership (general or limited and
whether or not having separate legal personality), unincorporated entity, trust, state agency or other entity or association.


 


“Pollution
Regulations” has the meaning set out in Clause 21.


 


“Port
of Redelivery” means either (a) if in FSRU Mode, at the FSRU Site, (b) if in LNGC Mode, at the pilot boarding station
outbound at the last discharge port.


 


“Redelivery”
means the re-delivery of the Vessel to Owner in accordance with Clause 4.5.


 


“Sanctions”
means the applicable economic or financial sanctions Laws, trade embargoes, prohibitions, restrictive measures, decisions, executive
orders or notices from regulators implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority.


 


“Sanctions
Authority” means the Norwegian State, the United Kingdom, the United Nations Security Council, the European Union, the
member states of the European Union, the United States Department of the Treasury’s Office of Foreign Assets Control (OFAC),
the United States Department of State, the French Republic, Her Majesty’s State, the Swiss Confederation, the Commonwealth
of Australia and any authority acting on behalf of any of them in connection with Sanctions.


 


“Sanctions
Exposure” means the exposure of a Party or an Affiliate of a Party to Sanctions and/or to risks or penalties consequent
upon the imposition of Sanctions.


 






    - 6 -


     


    

 


“Taxes”
means any taxes, levies, imposts, duties, or withholdings imposed by any country or any political subdivision or taxing authority
thereof or therein in accordance with Law in force from time to time in the relevant taxing jurisdiction.


 


“Term”
has the meaning set out in Clause 3.1.


 


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


 


“Vessel”
has the meaning set out in the Recitals.


 


“Vessel
Contract” means a contract between Charterer and third party under which Charterer undertakes to operate, carry out
and to provide services using the Vessel.


 


1.2       Headings
and interpretation


 


Unless
the context requires otherwise:


 


		(a)	a
                                         Party to this Agreement or any other agreement ancillary thereto shall be deemed to include
                                         its permitted successors and assigns;



 


		(b)	words
                                         denoting the singular shall include the plural and vice versa and any reference to the
                                         neuter gender shall include a reference to the masculine and feminine genders;



 


		(c)	the
                                         words “written” and “in writing” include facsimile,
                                         printing, engraving, lithography, photography or other means of visible reproduction;



 


		(d)	references
                                         to any ordinance or statute shall be deemed to be references to that ordinance or statute
                                         as from time to time amended or re-enacted and shall include subsidiary legislation made
                                         thereunder;



 


		(e)	references
                                         to Clauses and Paragraphs are to be construed as references to clauses and paragraphs
                                         of this Agreement;



 


		(f)	an
                                         “order” includes any judgment, injunction, decree, determination,
                                         declaration or award of any court or arbitral or administrative tribunal;



 


		(g)	words
                                         ‘include’ or ‘including’ shall be deemed to be
                                         followed by ‘without limitation’ or ‘but not limited to’ whether
                                         or not they are followed by such words;



 


		(h)	a
                                         reference to a “day” shall be construed as reference to a calendar
                                         day;



 


		(i)	a
                                         reference to the calendar shall be construed as a reference to the Gregorian calendar;



 


		(j)	a
                                         “month” means a period commencing on a day in a calendar month and
                                         ending on the day before the corresponding day in the next calendar month or, if there
                                         is none, ending on the last day of the next calendar month;



 


		(k)	the
                                         expression “this Agreement” shall mean this Agreement, including any
                                         Appendix or Schedule hereto, as amended, supplemented or modified from time to time,
                                         and any reference to any other document or agreement is a reference to that other document
                                         or agreement as amended, supplemented or novated from time to time; and



 


		(l)	the
                                         headings of the clauses in this Agreement are inserted for convenience of reference only
                                         and shall not affect the meaning or interpretation of this Agreement.



 






    - 7 -


     


    

 


SPECIFIC
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY
DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


1.3       Schedules
and Appendices


 


The
Schedules and Appendices attached to this Agreement shall form part of and be construed as an integrated part of this
Agreement, but in the event of conflict between the provisions contained in the body of this Agreement and the
Schedules or Appendices, the provisions of the body of this Agreement shall prevail.


 


2.       Provision
of Vessel


 


		2.1	From
                                         the Commencement Date and throughout the Term, the Owner agrees to make the Vessel and
                                         Marine Crew available to the Charterer, subject to the terms and conditions set out herein
                                         for use by Charterer of the Vessel in either FSRU Mode or in LNGC Mode, in Charterer’s
                                         sole option.



 


		2.2	During
                                         all times in which the Vessel is in LNGC Mode, the LNGC Terms together with other relevant
                                         provisions set out in this Agreement, shall govern the relationship between Owner and
                                         Charterer and the performance of this Agreement by the Vessel.



 


		2.3.	During
                                         all times in which the Vessel is in FSRU Mode, the FSRU Terms together with other relevant
                                         provisions set out in this Agreement, shall govern the relationship between Owner and
                                         Charterer and the performance of this Agreement by the Vessel.



 


3.       Term


 


		3.1	Subject
                                         to Clause 4, Owner agrees to provide and maintain the Vessel from the Commencement Date
                                         as specified under Clause 4 and ending 31 July 2025 (the “Term”) unless
                                         terminated earlier in accordance with the provisions hereof.



 


		3.2	The
                                         Term may be extended once by Charterer for a period of up to ***** (*****) days, by written
                                         notice to the Owner, which Charterer shall give no later than ***** (*****) days before
                                         the end of the initial Term, where reasonably necessary for compliance by Charterer of
                                         any contractual obligations to third parties relating to the Vessel. 



 


4.       Commencement
and Redelivery


 


4.1       Documentation


 


The
Vessel shall be properly documented on Delivery in accordance with the Laws of the Flag State, the requirements of the Classification
Society and other applicable Laws.


 


4.2       Delivery
Date


 


		(a)	Save
                                         as otherwise agreed, the Vessel shall be delivered by the Owner to the Charterer (“Delivery”)
                                         simultaneously with the re-delivery of the Vessel to the Owner under the Egypt LMA.



 


		(b)	Owner
                                         shall keep Charterer regularly informed as to the day which Owner will tender the Vessel
                                         for Delivery.



 


		(c)	The
                                         day on which actual Delivery of the Vessel takes place shall be the “Delivery
                                         Date”.



 


4.3       Commencement
Date


 


Unless
Charterer notifies Owner of any deficiency in the Vessel before Delivery, the Commencement Date shall be the Delivery Date. In
case Charterer notifies Owner of any deficiency in the Vessel, the Commencement Date shall be postponed until such deficiency
has been rectified to the reasonable satisfaction of the Charterer. Charterer shall provide Owner with written notice to confirm
the Commencement Date upon achievement thereof.


 






    - 8 -


     


    

 


SPECIFIC
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY
DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


4.4       Delay
of Delivery and the Commencement Date


 


		(a)	If
                                         there is a delay in Delivery and/or achieving the Commencement Date and this continues
                                         for a period exceeding, in the aggregate, ***** (*****) days, Charterer may, at its option:



 


		(i)	terminate
                                         this Agreement with immediate effect upon written notice to the Owner, and neither Party
                                         shall have lability to the other under this Agreement; or



 


		(ii)	accept
                                         a new date for Delivery or a new Commencement Date (as the case may be) to be mutually
                                         agreed by the Parties.



 


4.5       Redelivery


 


At
the expiration of the Term the Vessel shall be redelivered by Charterer to Owner at the Port of Redelivery (“Redelivery”).
Charterer shall keep Owner regularly informed as to the scheduled date of Redelivery.


 


4.6       Early
Redelivery


 


If
this Agreement is terminated prior to the expiration of the Term in accordance with any provision of this Agreement or applicable
Law, Charterer shall pay to Owner the value of any Hire earned but not paid and Owner shall pay to Charterer any sums Charterer
is entitled to receive under this Agreement.


 


5.       Bunkers
and Heel


 


5.1       Bunkers


 


		(a)	When
                                         the Vessel is operating in FSRU Mode, Owner shall provide, and pay for, all bunkers (which
                                         shall include low sulphur diesel oil) unless for periods where the sub-charterer under
                                         a Vessel Contract shall provide and pay for bunkers under the Vessel Contract.



 


		(b)	When
                                         the Vessel is operating in LNGC Mode, the Charterer shall provide and pay for all bunkers
                                         (which shall include low sulphur diesel oil).



 


		(c)	When
                                         the Vessel transfers from operating in LNGC Mode to FSRU Mode:



 


		(i)	Charterer
                                         shall provide for all bunkers (which shall include low sulphur diesel oil) consumed for
                                         positioning to an FSRU Site from the pilot boarding station outbound at the last discharge
                                         port, but the cost of such bunkers shall be shared 50-50 between Owner and Charterer



 


		(ii)	Ownersshall
                                         take over and pay for all bunkers on board the Vessel upon commencement of FSRU Mode.



 


		(d)	When
                                         the Vessel transfers from operating in FSRU Mode to LNGC Mode, Charterers shall take
                                         over and pay for all bunkers on board the Vessel.



 


		(e)	Quantities
                                         on board on the time of transfer between the two modes referred to in Clause 5.1 (c)
                                         and (d) above, shall be determined in accordance with Clause 5.4 below.



 






    - 9 -


     


    

 


SPECIFIC
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY
DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


5.2       Redelivery
Condition


 


Charterer
shall use all reasonable efforts to ensure that the Vessel shall be redelivered to Owner in accordance with the applicable international
practice for similar vessels and in accordance with the instructions notified by the Owner to the Charterer in writing at the
time of Redelivery. Owner shall pay to Charterer any cost incurred for complying with its instructions.


 


5.3       Heel
on Board


 


		(a)	Notwithstanding
                                         anything to the contrary in this Agreement, all Heel on board the Vessel shall, throughout
                                         the Term, remain the property of the Charterer or its sub-charterer, as applicable, and
                                         can be purchased by Owner only on the terms specified in this Agreement at the end of
                                         the Term or, if earlier, at the termination of this Agreement.



 


		(b)	Charterer
                                         shall accept and pay for all Heel on board at the time of Delivery. If the Vessel is
                                         simultaneously re-delivered under a Vessel Contract at Redelivery, the Charterer shall
                                         offer the Owner to purchase Heel from the sub-charterer on the terms and conditions set
                                         out in the Vessel Contract. If this Agreement is terminated earlier while the Vessel
                                         is on a Vessel Contract, on the date of such termination, Owner shall offer the Owner
                                         to purchase Heel from the sub-charterer on the terms and conditions set out in the Vessel
                                         Contract. The price applicable to the transfer of Heel pursuant to this Clause 5.3 shall
                                         be the LNG Price unless otherwise agreed by the Parties. The Party to which payment is
                                         owed under this Clause 5.3(b) shall issue an invoice to the other Party for such amounts
                                         and the owing Party shall pay all undisputed amounts under such invoice within *****
                                         (*****) days after receipt of such invoice.



 


		(c)	The
                                         Heel volume upon Delivery shall be the volume of LNG contained in the Vessel’s
                                         cargo tanks measured immediately before Delivery. The Heel volume upon Redelivery shall
                                         be the volume of LNG contained in the Vessel’s cargo tanks measured immediately
                                         upon Redelivery, and in both cases the Vessel’s CTMS (as defined in the LNGC Terms)
                                         tank measuring devices shall be used.



 


5.4
        Determination of Quantities on Delivery and Redelivery


 


The
Vessel’s figures shall be used to ascertain the quantity of all bunkers and Heel on Delivery and Redelivery, and the master
shall provide an on-hire and off-hire certificate containing the remaining on board figures for Heel and bunkers upon both Delivery
and Redelivery of the Vessel. Should Charterer so request, an independent surveyor, acceptable to Owner, shall be appointed at
Charterer’s cost to verify the Vessel’s figures.


 


6.       Owner
to Provide


 


		6.1	Owner
                                         shall be responsible for the following:



 


		(a)	Delivering
                                         the Vessel to Charterer on the Delivery Date in accordance with the specifications listed
                                         in Schedule I and in good working condition;



 


		(b)	exercise
                                         due diligence to maintain the Vessel in accordance with the applicable international
                                         standards, such that it remains in good working condition;



 


		(c)	provide
                                         suitably qualified Marine Crew, in accordance with Schedule II;



 


		(d)	keep
                                         and maintain all necessary certificates as may be required under this Agreement;



 


		(e)	comply
                                         with all applicable Laws;



 






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SPECIFIC
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY
DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		(f)	keep
                                         and maintain safety, security and environmental records;



 


		(g)	maintain,
                                         and submit to Charterer upon request, all insurance policies required under Clause 23
                                         hereof. All insurance policies should include provisions for waiver of the insurers’
                                         rights of subrogation against Charterer; and



 


		(h)	Owner
                                         shall be responsible for obtaining all necessary permits and approvals related to Owner’s
                                         personnel.



 


7.       Charterer
to Provide


 


7.1       Charterer
shall be responsible for the following:


 


		(a)	making
                                         the payments to Owner as provided in this Agreement;



 


		(b)	when
                                         the Vessel is operating in FSRU Mode, obtaining local port authorization to move the
                                         Vessel from the pilot boarding station to an FSRU Site, environmental and maritime or
                                         other permits required to operate as a FSRU at an FSRU Site, unless by applicable Law
                                         only Owner can seek and obtain such authorization, provided however, that Owner shall
                                         provide all necessary support to Charterer to obtain such authorization in a timely manner;



 


		(c)	arranging
                                         for the provision, at Owner’s expense (unless covered by a sub-charterer), of pilot,
                                         fire boats, tugs, escort vessels, security measures and any other assistance required
                                         in order for the Vessel to reach and be properly moored, stay at and leave an FSRU Site,
                                         save where the Vessel is instructed by Charterer to leave the Jetty for any reason other
                                         than those attributable to Owner in which case any of the foregoing will be at Charterer’s
                                         expense;



 


		(d)	during
                                         the period of Hire, the berthing dues as well as port and light dues are to be for Charterer’s
                                         account;



 


		(e)	all
                                         fuel consumed for the production of nitrogen; and



 


		(f)	towage
                                         and pilotage, agency fees, port charges, commissions, expenses of loading and unloading
                                         cargoes (the vapour return compressors returning vapour from the shore during discharging
                                         shall be operated at no expense to Owners), canal dues and all charges other than those
                                         payable by Owners in accordance with Clause 6 (Owners to Provide).



 


		7.2	The
                                         items mentioned in Clause 7.1 (e) and (f) above shall be for Owners’ account in
                                         the case where such items are consumed, employed or incurred for Owners’ purposes,
                                         or while the Vessel is off-hire, unless such items reasonably relate to any service given
                                         or distance made good and taken into account under Clause 31 (Off-Hire) of Appendix 1.



 


		7.3	Charterer
                                         shall, on or before the date which falls ***** (*****) days after the Commencement Date
                                         provide to Owner, and shall maintain until the end of the Term, the HLNG Performance
                                         Guarantee.



 


8.       Shipboard
Personnel and their Duties


 


8.1       From
the Delivery Date:


 


		(a)	the
                                         Vessel shall have a full and efficient complement of Marine Crew, consisting of master,
                                         officers and experienced crew for a vessel of her type as may be required for the marine
                                         operations. The Marine Crew shall be not less than the number required by the Laws of
                                         the Flag State and shall be trained to operate the Vessel and her equipment competently
                                         and safely, with the ability, experience, licenses and training commensurate with internationally
                                         accepted standards and as required by applicable Governmental Authorities;



 






    - 11 -


     


    





  


SPECIFIC TERMS IN THIS
EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED,
AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


 


		(b)	all shipboard personnel shall hold valid certificates of competence in accordance with the requirements
of the Laws of the Vessel’s Flag State;



 


		(c)	shipboard main personnel shall have good working knowledge of written and spoken English language;



 


		(d)	the Marine Crew shall act according to the instructions of the Charterer, provided always that
the master shall always be entitled to exercise his discretion where reasonably necessary to protect the Vessel, any cargo and
personnel on board.



 


		(e)	Owner shall comply with Laws applicable to the Owner.



 


9.            Operation


 


9.1           Change
in Law


 


In the event of a Change in Law
that results in either or both (a) an identifiable financial negative impact on the economics of the Agreement for the Owner; and
(b) an identifiable financial positive impact (savings) on the economics of the Agreement for the Owner, then the Parties shall
meet to discuss in good faith and shall agree upon the necessary actions and changes (if applicable) to mitigate or reflect such
negative or positive impact (as the case may be) to restate Owner’s position to be the same as if no Change in Law has occurred.
In case of failure to agree, either Party may refer the issue for resolution by arbitration in accordance with Clause 30.2.


 


9.2           Changes
to the Vessel


 


Any structural changes in the
Vessel or changes in the machinery, boilers, appurtenances or spare parts required by virtue of future Laws shall not be deemed
to be a Change in Law for the purpose of Clause 9.1.


 


10.          Hire


 


10.1         Rate
of Hire


 


		(a)	Subject to paragraphs (b), (c), and (d) of this Clause 10.1, Charterer shall pay a daily Hire for
the Vessel (“Hire”) equal to ninety percent (90%) of the daily hire rate in the Egypt LMA, from the Delivery
Date until the time and date of Redelivery. For the avoidance of doubt, subject to the provisions of this Agreement, Hire is inclusive
of all Taxes in accordance with Clause 20.



 


		(b)	When the Vessel is operating in LNGC Mode, USD *****
(US$*****)
per day shall be deducted from the Hire to account for avoided costs when the Vessel is not operating in FSRU Mode. Notwithstanding
any provisions of this Agreement, if the Owner as a result of the Vessel’s trading pattern when operating in LNGC Mode incurs
freight taxes, the Charterer shall indemnify Owner for such taxes. 



 


		(c)	Notwithstanding
                                         any provisions of this Agreement, in respect of periods when the Vessel operates in FSRU
                                         Mode, the daily Hire will be adjusted upwards if the sum of (i) Vessel operating expenses
                                         and (ii) Vessel Taxes, including all payroll, income, withholding, value-added, sales
                                         or other taxes imposed on the Owner or its Affiliates as a result of owning or operating
                                         the Vessel in FSRU Mode (including any taxes borne by Affiliates of Owner created or
                                         utilised to facilitate operating in FSRU Mode) exceeds USD ***** (US$*****);
                                         in these circumstances, the upward adjustment to the Hire will be equal to the amount
                                         by which the total costs in (i) and (ii) above exceeds USD ***** (US$*****)
                                         per day.



 






    - 12 -


     


    

 


SPECIFIC TERMS IN THIS
EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED,
AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


  


		(d)	A price review of the Hire may be conducted after three (3) years from the Delivery Date, but a
revised rate can only be implemented upon both Parties’ written approval and agreement.



 


10.2         Deductions


 


Payment of the Hire shall be
made by wire transfer in immediately available funds to Owner’s designated bank account less any disbursements made by Charterer
for Owner’s or the Vessel’s account, including commissions, overheads and handling charges when such disbursements
are permitted to be made by Charterer under this Agreement.


 


		(a)	Owner may dispute a deduction under Clause 10.2 where the deduction is disputed in good faith by
Owner by written notice thereof to Charterer providing full detail and substantiation. In such event Charterer shall deduct only
the amount not disputed by Owner. Promptly after resolution of any such dispute the amount agreed to be deducible shall be paid
by Owner to Charterer, together with interest thereon at the Default Rate from the original deduction date to the date of payment
of the due amount.  In the event the Parties are unable to resolve such dispute the matter shall be referred to arbitration
in accordance with Clause 30.2.



 


		(b)	No failure by Charterer to make any deduction shall prejudice Charterer’s rights and entitlement
to any such deduction.



 


		(c)	Charterer shall not be responsible for any delay or error by Owner’s bank in crediting Owner’s
account provided that Charterer has given proper and timely payment instructions.



 


10.3         Payment
Dates


 


		(a)	Charterer shall pay Owner monthly, all the undisputed amounts, within
***** (*****)
days from receipt of Owner’s invoice covering the Hire due pursuant to Clause 10 as of the last day of each calendar month.



 


		(b)	The first payment of Hire shall cover the period from the Delivery Date up to the last day of the
month in which the Commencement Date occurs. Thereafter, Hire shall be paid in accordance with Clause 10.3(a) in arrears.



 


		(c)	If a due date for the payment of Hire should fall on a day on which banks are not open for business
at the place of payment, Hire which would have been due shall instead be due on the immediately following day on which the banks
are open for business.



 


10.4         Delayed
Payment


 


		(a)	Any delay in payment of Hire shall entitle Owner to interest at the Default Rate.



 


		(b)	Payment of interest due under Clause 10.4(a) shall be made within
***** (*****)
running days of the date of Owner’s invoice specifying the amount payable or, in the absence of an invoice, at the time of
the next Hire payment date.



 






    - 13 -


     


    

 


SPECIFIC TERMS IN THIS
EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED,
AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


11.          Substitution
of Vessel


 


Subject to Charterer’s
prior written consent and approval, Owner shall have the right to deploy a substitute vessel under this Agreement provided that
such substitute vessel shall meet the same particulars and specifications (or better) of the Vessel and other obligations and criterion
as set forth in this Agreement.


 


12.          Change
of Flag or Ownership


 


Owner shall have the right to
change flag and/or ownership of the Vessel subject to the prior written consent of Charterer, which shall not be unreasonably withheld.
All costs and expenses related to such change of flag of the Vessel shall be for the sole account of Owner. Any transfer of the
ownership of the Vessel by Owner shall be subject to the new Owner assuming all of the rights and obligations of Owner under this
Agreement on terms and conditions reasonably acceptable to Charterer.


 


13.          Maintenance


 


		13.1	Owner shall whenever the passage of time, wear and tear or any event requires steps to be taken
to maintain or restore the Vessel, exercise due diligence so as to maintain or restore the Vessel.



 


		13.2	During each Contract Year starting 1 January 2021, but proportionally
for the final Contract Year, Owner shall be entitled to a maximum of *****
(*****)
unpaid days in which maintenance and/or repairs may be undertaken on the Vessel (“Annual Maintenance Allowance”).



 


		13.3	For the avoidance of doubt, Hire shall cease during Annual Maintenance Allowance to the extent
that the Charterer is unable to operate the Vessel and/or comply with its obligations under any applicable Vessel Contract. In
the event that the Annual Maintenance Allowance (or any part thereof) in any particular Contract Year is not used, Owner shall
not have the right to carry forward the same to any successive Contract Year.



 


		13.4	Owner shall liaise with Charterer and use reasonable endeavours to accommodate any requests as
to when not to schedule Annual Maintenance Allowance.



 


		13.5	Owner shall advise Charterer at least *****
(*****)
days prior to the commencement of any Contract Year of indicative scheduled time of the Annual Maintenance Allowance for such Contract
Year.



 


14.          Transfer
Between FSRU Mode and LNGC Mode


 


		14.1	Charterer shall provide Owner with *****
(*****),
***** (*****),
***** (*****),
***** (*****)
and ***** (*****)
days’ written notice of the date on which Charterer anticipates that the Vessel will transfer from LNGC Mode to FSRU Mode.
The Vessel will transfer to FSRU Mode upon becoming all fast at the FSRU Site.



 


		14.2	Charterer shall provide Owner with *****
(*****),
***** (*****),
***** (*****)
and ***** (*****)
days’ written notice of the date on which Charterer anticipates that the Vessel will transfer from FSRU Mode to LNGC Mode.
The Vessel will transfer to LNGC Mode upon departure from the berth at the FSRU Site.



 






    - 14 -


     


    

 


		14.3	In connection with the transfer between FSRU Mode and LNGC Mode, the Charterer shall be responsible
for (with the necessary support by Owner, as applicable): 



 


		(a)	the legal exportation out of the FSRU Jurisdiction, including the conduct of any administrative
proceedings required for such exportation and the payment of all Taxes, costs and expenses associated therewith;



 


		(b)	legal importation of the FSRU into the FSRU Jurisdiction, including the administrative proceedings
required for such importation, and the payment of (i) Taxes, duties, charges and levies applicable to the importation of the Vessel
and (ii) all port charges;



 


		(c)	obtaining local port authorization to move the Vessel
from the applicable pilot boarding station inbound into the FSRU Site as well as to move the Vessel outbound from the FSRU Site
to the outbound pilot station, unless by applicable Law only Owner can seek and obtain such authorization.



 


		(d)	providing pilot, fire boats, tugs, escort vessels, and
any other assistance required in order to reach and be properly moored at or leave the FSRU Site.



 


14.4         On the Commencement
Date, the Vessel will be in LNGC Mode.


 


15.          Safety
Management


 


Owner shall operate:


 


		(a)	a safety management system certified to comply with the International Safety Management Code (ISM
Code) for the Safe Operation of Ships and for Pollution Prevention;



 


		(b)	a documented safe working procedures system (including procedures for the identification and mitigation
of risks);



 


		(c)	a documented environmental management system; and



 


		(d)	a documented accident/incident reporting system compliant with Flag State requirements.



 


16.          Default,
Remedies and Right of Termination


 


16.1         Event
of Owner’s Default


 


Each of the following events
shall be an event of Owner’s default (“Event of Owner’s Default”):


 


		(a)	there is any change in the legal or disponent ownership of the Vessel other than as permitted hereunder;



 


		(b)	Owner suspends payment of its debts or is unable to pay its debts or is otherwise insolvent;



 


		(c)	Owner passes a resolution, commences proceedings, or has proceedings commenced against it, in the
nature of bankruptcy or reorganization resulting from insolvency, liquidation or the appointment of a receiver, trustee in bankruptcy
or liquidator of its undertakings or assets;



 


		(d)	Owner enters into any composition or scheme or general arrangement with its creditors in circumstances
where Clauses 16.1 (b) and (c) apply;



 


		(e)	Without Charterer’s prior written consent:



 






    - 15 -


     


    

 


SPECIFIC TERMS IN THIS
EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED,
AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		(i)	the Vessel ceases to be registered under the Laws of the Flag State
(or such other country where it has otherwise been registered by mutual agreement of the Parties) and such default is not cured
within ***** (*****)
days after Owner becoming aware thereof;



 


		(ii)	the Vessel ceases to hold a classification certificate with the Classification
Society and Owner has not exercised due diligence in curing such within *****
(*****)
days after Owner becoming aware thereof;



 


		(iii)	except as expressly permitted hereunder, Owner effects a mortgage,
charge, lien, encumbrance, security or third party right on or over the Vessel, any insurance and any rights to receive any payment
in relation to the Vessel and shall have failed to cure such breach within *****
(*****)
days after becoming aware of such breach;



 


		(iv)	Owner makes an assignment, transfer or novation prohibited by this Agreement;



 


		(f)	The Vessel shall be arrested other than as a result of acts, deeds
or omission of any Charterer Indemnified Party and is not released for any reason from such arrest within *****
(*****)
days after being arrested provided that any days in which the Vessel remains at the disposal of the Charterer, notwithstanding
such arrest, shall not be counted;



 


		(g)	Owner is in material breach of any term or provision of this Agreement
(which shall include any payment obligation) and has failed to cure such breach within a reasonable period of time, but in no event
longer than ***** (*****)
days after receipt of notice of such breach from Charterer;



 


		(h)	Prolonged Off-Hire as provided in Appendix 1, Clause 2(f) (Duty to Maintain While in LNGC Mode)
or Appendix 2, Clause 7.3 (Termination for Prolonged Off-Hire) of occurs;



 


		(i)	The circumstances described in Appendix 1, Clauses 31(h) and (i) (Off-Hire); or



 


		(j)	Owner fails to maintain any of the insurance policies it is obliged
to maintain in accordance with Clause 6.1 (g) and such default is not cured within *****
(*****)
days after becoming aware thereof.



 


16.2         Event
of Charterer’s Default


 


Each of the following events
shall be an event of Charterer’s default (“Event of Charterer’s Default”):


 


		(a)	Charterer suspends payment of its debts or is unable to pay its debts when due or is otherwise
insolvent;



 


		(b)	Charterer passes a resolution, commences proceedings, or has proceedings commenced against it,
in the nature of bankruptcy or reorganization resulting from insolvency, liquidation or the appointment of a receiver, trustee
in bankruptcy or liquidator of its undertakings or assets;



 


		(c)	Charterer enters into any composition or scheme or arrangement with its creditors in circumstances
where Clauses 16.2 (a) and (b) apply;



 






    - 16 -


     


    

 


SPECIFIC TERMS IN THIS
EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED,
AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		(d)	Charterer is in material breach of any term or provision of this Agreement (other than the obligation
to pay Fees or other amounts when due) and has failed to cure such breach within a reasonable period of time, but in no event longer
than ***** (*****) days after receipt of notice of such breach from Owner as applicable;



 


		(e)	Charterer fails to maintain any of the insurance policies it is obliged to maintain in accordance
with Clause 23 and such default is not cured within ***** (*****) days after becoming aware thereof;



 


		(f)	Charterer makes an assignment, transfer or novation prohibited by this Agreement;



 


		(g)	Charterer fails to pay Hire or other amounts when due and payable for any reason, and such amount
remains unpaid for a period of ***** (*****) calendar days after receipt of such final notice to pay such outstanding amount plus
accrued interest in full;



 


(h) Charterer
fails to deliver to Owner the HLNG Performance Guarantee on the date specified in Clause 7.3;


 


		(i)	the HLNG Performance Guarantor is in material breach of the HLNG Performance Guarantee and, if
capable of cure, HLNG Performance Guarantor has failed to cure such breach, or has failed to take steps to cure such breach, within
***** (*****) days after having been given written notice thereof by Owner; and



 


		(j)	the HLNG Performance Guarantee ceases to be in full force and effect.



 


16.3         Right
of Termination


 


		(a)	Upon the occurrence of an Event of Owner’s Default, Charterer may terminate this Agreement
by issuing a termination notice with immediate effect upon Owner’s receipt of Charterer’s notice, provided (for the
avoidance of doubt) that such notice may only be served after any specified cure period.  If this Agreement is terminated
under this Clause 16.3(a), Owner shall, if requested to do so by Charterer in the termination notice, as soon as reasonably practical,
and in compliance with safety and other applicable regulations, remove the Vessel from the FSRU Site, if applicable.



 


		(b)	Upon the occurrence of any Event of Charterer’s Default, Owner may terminate this Agreement
by issuing a termination notice with immediate effect upon Charterer’s receipt of Owner’s notice, provided (for the
avoidance of doubt) that such notice may only be served after any specified cure period.



 


16.4         Accrued
Rights


 


The exercise by either Party
of their respective rights to terminate this Agreement under this Clause 16 shall be without prejudice to any other rights or remedies
that each may have accrued prior to the effective date of such termination, and any provisions of this Agreement necessary for
the exercise of such accrued rights and remedies shall survive termination of this Agreement to the extent so required.


 


17.          Sub-Contractors


 


Owner shall not subcontract the
maintenance or any part thereof without the prior written consent of Charterer which shall not be unreasonably withheld or delayed.
Owner shall be responsible for the acts or omissions of any of its sub-contractors as if they were the acts or omissions of the
Owner itself.


 






    - 17 -


     


    

 


18.          Liens
and Mortgage


 


Owner shall not have a lien upon
any cargoes, fuel, freights, sub-freights and/or sub-hires and demurrage except to the extent that any such lien arises by operation
of Law.


 


Charterer shall not, or allow
others (in their dealings with Charterer) have to attach a lien on the Vessel except to the extent that any such lien arises by
operation of Law.


 


In the event that any lien shall
attach by operation of Law or in violation of this Clause 18, Owner or Charterer, as the case may be, shall take such steps as
reasonably necessary to ensure that the lien does not interfere with the Vessel’s operations or with Charterer’s right
to the Vessel and to effect prompt release of such lien prior to the enforcement thereof.


 


19.          Supernumeraries


 


19.1         Accommodation
on board the Vessel


 


At all times
during the Term, Owner shall allow entry to, and unrestricted access to any part of, the Vessel (except the cargo tanks) and provide
accommodation for up to two (2) supernumeraries to inspect and witness all activities carried out by Owner on the Vessel pursuant
to this Charter without undue interference with Owner’s operation of the Vessel.


 


19.2         Reimbursement
of costs


 


Owner shall
provide provisions and all accommodations and requisites as supplied to officers, including reasonable usage of telecommunications
and catering services, except alcohol, and Charterer shall pay the reasonable costs of such provisions or requisites for Charterer’s
representative(s) while on board the Vessel.


 


19.3         Liability


 


		(a)	Owner shall ensure that all visitors to the Vessel shall
receive a safety briefing and information on the parts of the safety management system relevant to their stay on board.



 


		(b)	When the Vessel is in LNGC Mode, Charterer and their agents shall
sign an “Indemnity Agreement for Boarding Vessel” in the format shown in Attachment B to the LNGC Terms (Indemnity
Agreement for Boarding Vessel) in order to obtain permission to board the Vessel.



 


20.          Taxes


 


Subject to Clause 10.1 (c), Owner
is responsible for paying all applicable taxes related to the provision of Vessel and Marine Crew by Owner, including but not limited
to, Taxes related to Owner Indemnified Parties’ personnel, properties and equipment, or any taxes relating to any importation
or exportation of the Vessel into or out of Egypt under the Egypt LMA.


 


Owner shall indemnify and hold
Charterer harmless against any and all costs including fines, interest, penalties and legal costs suffered or incurred by Charterer
resulting from the breach by Owner of any of Owner’s obligations under this Clause 20 or from the non-compliance by Owner
Indemnified Parties with relevant taxation and duty requirements imposed by any Governmental Authority in respect of the provision
of the Vessel and Marine Crew hereunder.


 


21.          Pollution
and Emergency Response


 


Compliance with Pollution
Regulations


 


Without prejudice to any specific
requirements in Appendix 1 or Appendix 2, as applicable, Owner shall exercise all due diligence to ensure that no oil, gas or harmful
or hazardous substances of any description
shall be discharged or escape accidentally or otherwise from the Vessel; and that the Vessel, its officers and crew shall comply
with all applicable marine and air pollution and environmental Laws, conventions or regulations (“Pollution Regulations”).


 






    - 18 -


     


    

 


SPECIFIC TERMS IN THIS
EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED,
AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


22.          Requisition


 


In the event of requisition for
hire is made, during the Term, by any Governmental Authority and irrespective of the date when such requisition for hire may occur
and irrespective of the length thereof and whether or not it be for an indefinite or a limited period of time, and irrespective
of whether it may or will remain in force for the remainder of the Term, the Vessel shall remain ‘on-hire’ for the
purposes of this Agreement and (for the avoidance of doubt) Charterer shall be required to continue to pay Hire in the manner provided
by this Agreement, provided that Owner shall reimburse Charterer with any amounts or compensation received or receivable by Owner
in connection with such requisition during the remainder of the Term or the period of the requisition for hire whichever be the
shorter.


 


23.          Insurance


 


The Parties shall procure and
maintain, at their own cost, valid and enforceable insurance policies at reasonable commercial levels to cover their obligations
under Clause 33 (Insurance and ITOPF) of Appendix 1 and Clause 9 (Indemnification) of Appendix 2.


 


24.          Exclusions,
Limitation of Liability and Liquidated Damages


 


24.1         No
consequential losses


 


Except as expressly set forth
in this Agreement, neither Party shall be liable for any consequential loss or damage or for special or punitive damages or loss
of profits or business interruption, suffered or incurred by the other Party resulting from a breach or failure to perform this
Agreement or the breach of any representation or warranty hereunder, whether express or implied. For purposes of this Agreement,
 “consequential loss or damage” means any and all incidental, consequential, indirect, special, punitive or exemplary
damages of whatever kind and nature arising under or in connection with this Agreement, howsoever caused (including by the default
or negligence of a Party or breach of any duty owned at law by a Party) and whether or not foreseeable at the date of this Agreement,
including those (whether direct or indirect) relating to:


 


		(a)	loss, termination, cancellation or non-renewal of any contract;



 


		(b)	Damages incurred under or in connection with any other contracts between either of the Parties
and third parties, as applicable;



 


		(c)	claims for loss of production, profit or revenue;



 


		(d)	loss of use of or damage to property or machinery (including Vessel, pipelines or storage tanks);
and



 


		(e)	partial or total failure in performance or delayed performance under any contract, including any
non-delivery, under delivery or off-specification delivery,



 


provided always that “consequential
loss or damage” shall not include any liquidated damages expressly set forth in this Agreement.


 


24.2         Limitation
of Liability


 


		(a)	Owner’s aggregate liability under,
relating to or connected with this Agreement shall not under any circumstances whatsoever exceed USD ***** (*****)
excluding any express liability to indemnify Charterer and liability in respect of the payment or non-payment of excess fuel loss
and the value of LNG onboard the Vessel pursuant to the provisions of this Agreement.
Such aggregate liability shall also exclude Owner’s liabilities under Clause 24.



 






    - 19 -


     


    

 


SPECIFIC TERMS IN THIS
EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED,
AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


  


		(b)	Charterer’s aggregate liability
under, relating to or connected with this Agreement shall not under any circumstances whatsoever exceed USD ***** (*****),
excluding any express liability to indemnify Owner and liability in respect of the payment or non-payment of Hire. Such aggregate
liability shall also exclude Charterer’s liabilities under Clause 24.



 


24.4         Charterer’s
Termination Damages


 


If this Agreement
is terminated by Charterer pursuant to Clause 16.1, Owner shall, subject to the applicable limitation provisions in this Agreement,
compensate Charterer for its loss of bargain/opportunity.


 


24.3         Owner’s
Termination Damages


 


If this Agreement
is terminated by Owner pursuant to Clause 16.2, Charterer shall, subject to the applicable limitation provisions in this Agreement,
compensate Owner for its loss of bargain/opportunity.


 


24.5         Loss
of Vessel


 


Should the Vessel be lost, be
a constructive or compromised total loss, or be missing, this Agreement shall terminate and Hire shall cease at the time on which
the Vessel was lost, unless otherwise agreed between the Parties. Any Hire paid in advance and not earned shall be returned to
Charterer.


 


24.6        Total
Loss


 


		(a)	Should the Vessel become an actual, constructive, compromised or agreed total loss, all insurance
payment for such loss shall be paid to Owner, who shall distribute the moneys between themselves and Charterer according to their
respective interests.



 


		(b)	Charterer shall upon the request of Owner, promptly execute such documents as may be required to
enable Owner to abandon the Vessel to the insurers and claim a constructive total loss.



 


24.7         Vessel
Missing


 


Should the Vessel be missing,
this Agreement shall terminate and Hire shall cease at noon on the day on which she was last heard from. Any Hire paid in advance
and not earned shall be returned to Charterer and Owner shall reimburse Charterer for the value of the estimated quantity of bunkers
on board at the time of termination, at the price paid by Charterer at the last bunkering port.


 


24.8         Heel
on Board Vessel Lost or Missing


 


Notwithstanding Clause 38 (Exceptions)
of Appendix 1, if the Vessel is lost or missing Owner shall also reimburse Charterer for the value of the estimated Heel remaining
on board, if any, valued at the LNG Price, or if no LNG Price has been agreed, at Charterer’s realised sale price at the
last port of discharge.


 


25.          Confidentiality


 


The Parties agree to keep
the terms and conditions of, and any information obtained by a Party from the other in connection with, this Agreement (the
 “Confidential Information”) strictly confidential; provided, however, that a Party (“Disclosing
Party”) may disclose Confidential Information in the following cases:


 


		(a)	it is already known to the public or becomes available to the public other than through the act
or omission of the Disclosing Party;



 


		(b)	it is required to be disclosed under applicable Law or by order of a Governmental Authority (provided
that the Disclosing Party shall give written notice of such required disclosure to the other Party prior to the disclosure);



 


		(c)	in filings with a court or arbitral body in proceedings in which the Confidential Information is
relevant and in discovery arising out of such proceedings; or



 


		(d)	to any of the following Persons on a need to know basis:



 


		(i)	an Affiliate;



 


		(ii)	contractors or subcontractors of either Party in connection with this Agreement;



 


		(iii)	employees, officers, directors and agents of the Disclosing Party or an Affiliate;



 


		(iv)	professional consultants retained by a Disclosing Party; or



 


		(v)	financial institutions advising on, providing or considering the provision of financing to the
Disclosing Party or an Affiliate;



 


provided, however, that the
Disclosing Party shall exercise due diligence to ensure that no such Person shall disclose Confidential Information to any unauthorized
Person or under any unauthorized circumstances.


 


26.          Novation,
Assignment and Transfer


 


Owner
shall not, without the prior written consent of Charterer, which shall not be unreasonably withheld:


 


		(a)	sell, transfer or otherwise dispose of the Vessel;



 


		(b)	save in connection with any Approved Mortgage, novate, assign or otherwise transfer any of its
rights, benefits or obligations under this Agreement.



 


27.          Representations
and Warranties


 


27.1       Owner’s
Representations


 


Owner hereby represents and warrants
to Charterer that, as at the date hereof:


 


		(i)	it is a company duly incorporated and validly existing and in good standing under the Laws of the
country of its incorporation and has the corporate power and authority to enter into and perform its obligations under this Agreement
and all necessary corporate, shareholder and other action has been taken to authorize the execution, delivery and performance of
the same;



 


		(ii)	this Agreement constitutes legal, valid and binding obligations applicable to it and the obligations
are in full force and effect in accordance with their terms, and the delivery and performance by Owner of this Agreement will not
contravene any applicable Law, having jurisdiction over Owner or the Vessel;



 


		(iii)	it has not taken nor to its knowledge has it omitted to take any actions which would adversely
affect the enforceability of this Agreement against it or the rights of Charterer under the terms of this Agreement; and



 


		(iv)	this Agreement, its execution and delivery will not conflict with or result in any breach of any
terms of, or constitute a default under, any agreement or other instrument to which Owner is a party or its property is bound.



 






    - 20 -


     


    

 


27.2         Charterer’s
Representations


 


Charterer hereby represents and
warrants to Owner that, as at the date hereof:


 


		(i)	it is a corporation duly incorporated and validly existing and in good standing under the Laws
of the country of its incorporation and has the corporate power and authority to enter into and perform its obligations under this
Agreement and all necessary corporate, shareholder and other action has been taken to authorize the execution, delivery and performance
of the same;



 


		(ii)	this Agreement constitutes legal, valid and binding obligations applicable to it and the obligations
are in full force and effect in accordance with their terms, and the delivery and performance by Charterer of this Agreement will
not contravene any applicable Law of any Governmental Authority, having jurisdiction over Charterer;



 


		(iii)	it has not taken nor to its knowledge has it omitted to take any actions which would adversely
affect the enforceability of this Agreement against it or the rights of Owner under the terms of this Agreement; and



 


		(iv)	this Agreement, its execution and delivery will not conflict with or result in any breach of any
terms of, or constitute a default under, any agreement or other instrument to which Charterer is a party or its property is bound.



 


28.          Non-Waiver


 


No act, omission, course of dealing,
forbearance, indulgence, approval or delay by Owner or Charterer in exercising their rights hereunder (whether pursuant to any
default of the other Party or otherwise), or in enforcing any of the terms or conditions of this Agreement, nor any granting of
time, shall prejudice or affect or be in derogation of the rights and remedies of such Party hereunder and no such matter shall
be treated as evidence, or constitute a waiver, of any rights of Owner or Charterer as the case may be.


 


No waiver of any breach or failure
to enforce any right shall be valid or binding unless such waiver has been made in writing and signed by the Party granting or
consenting to such waiver. No waiver shall affect or alter this Agreement, but each and every covenant, agreement, term and condition
of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof.


 


29.          Notices


 


29.1        Address
for Notices


 


Any notice to be given, or required
to be given, by either Party to the other Party hereunder, shall be sent by fax, registered mail, e-mail or registered airmail
to the following addresses:


 


		(A)	For Owner



 


HOEGH LNG CYPRUS LIMITED


 


c/o Höegh LNG AS, Drammensveien
134, 0277 Oslo, Norway, Att. HMLP CEO/CFO


 


 


		(B)	For Charterer



 


HOEGH LNG Klaipeda LLC


 


c/o Höegh LNG AS, Drammensveien
134, 0277 Oslo, Norway, Att. COO


 






    - 21 -


     


    

 


 



 


29.2       Receipt
of Notices


 


Any notice required to be given
pursuant to this Agreement shall be deemed to be duly received only:


 


		(a)	In the case of a letter, whether delivered in course of the post or by hand or by courier, at the
date and time of its actual delivery if within normal business hours on a working day at the place of receipt, otherwise at the
commencement of normal business on the next such working day; and



 


		(b)	In the case of a facsimile or e-mail, at the time of transmission recorded on the message if such
time is within normal business hours in the country of receipt, otherwise at the commencement of normal business hours on the next
working day at the place of receipt, provided that a notice given by e-mail should be confirmed by fax within 24 hours from the
time it was given.



 


29.3       Communications


 


Unless otherwise
expressly provided in this Agreement, all notices, approvals, agreements, rejections, requests, consents, elections, instructions,
designations, authorizations, responses, and all other communications required to be given by either Owner or Charterer to the
other one under or in connection with this Agreement shall be in writing and in the English language


 


30.       Governing
Law and Arbitration


 


30.1       Governing
Law


 


This Agreement
shall be governed by the laws of England and Wales.


 


30.2       Arbitration


 


		(a)	Any dispute, controversy or claim which may arise out of or in connection with the Agreement or
the implementation, breach, termination, validity or existence thereof which cannot be amicably settled by the Parties shall be
referred to arbitration in London. Arbitration shall be conducted in accordance with the London Maritime Arbitrators Association
(“LMAA”) Terms current at the date of commencement of the arbitration proceedings decided by arbitration held
in London.



 


		(b)	The arbitral panel shall issue its reasoned award in writing, and is authorized to award costs
and attorneys’ fees to the prevailing Party as part of its award.



 


		(c)	Any award shall be final, binding and enforceable against the Parties in any court of competent
jurisdiction.



 


		(d)	The Parties shall continue to perform this Agreement during arbitration proceedings and the arbitral
panel shall have the authority to determine the validity of this Agreement and to arbitrate any dispute submitted to it.



 


31.       Third
Party Rights


 


		(a)	Except as provided in
Clause 31(a) and 31(b), nothing in this Agreement shall confer on any Person any right to enforce any term of this Agreement which
that Person would not have but for the Contracts (Rights of Third Parties) Act 1999.



 


		(b)	Each Charterer Indemnified Party shall be entitled to its own right to enforce the terms of Appendix
2, Clause 9.1 subject to the following:



 


		(i)	each Charterer Indemnified Party’s rights under
this Agreement are personal to such Charterer Indemnified Party and may not be assigned or otherwise transferred in whole or in
part; and



 






    - 22 -


     


    

 


		(ii)	the Parties may rescind, amend or vary any provision
of this Agreement, including Appendix 2, Clause 9.1, or terminate this Agreement at any time in accordance with its terms at any
time without the consent of each Charterer Indemnified Party (other than the Charterer), even if as a result a right to enforce
that a Charterer Indemnified Party may otherwise have had is amended, varied or extinguished.



 


		(c)	Each Owner Indemnified Party shall be entitled to its own right to enforce the terms of Appendix
2, Clause 9.2, subject to the following:



 


		(i)	each Owner Indemnified Party’s rights under this
Agreement are personal to such Owner Indemnified Party and may not be assigned or otherwise transferred in whole or in part; and



 


		(ii)	the Parties may rescind, amend or vary any provision
of this Agreement, including Appendix 2, Clause 9.2, or terminate this Agreement at any time in accordance with its terms at any
time without the consent of each Owner Indemnified Party (other than the Owner), even if as a result a right to enforce that an
Owner Indemnified Party may otherwise have had is amended, varied or extinguished.



 


32.       Waiver
of Immunity


 


Each Party
irrevocably waives any claim to immunity in relation to any arbitration or court proceedings arising out of or connected with this
Agreement, including immunity from:


 


		(a)	jurisdiction of any court or tribunal;



 


		(b)	service of process;



 


		(c)	injunctive or other interim relief, or any order for specific performance or recovery of land;
and



 


		(d)	any process for execution of any award or judgment against its property.



 






    - 23 -


     


    

 


IN WITNESS WHEREOF the Parties have executed this Agreement
in duplicate as of the date above first written.


 


	For and on behalf of Owner:


  /s/
Steffen Føreid
                                                                                                                              


Name: Steffen Føreid

 Title: Attorney-in-fact	For and on behalf of Charterer:
 

/s/ Sveinung J. S. Støhle
                                                                                                               


Name: Sveinung J. S. Støhle 

Title: Authorised Signatory  




 






    - 24 -


     


    

 



  


Schedule
I – Gas Form C (Höegh Gallant, IMO No. 9653678)


  


 


	GAS FORM C	Höegh lng



 





	
         

        Vessel Name: Höegh Gallant

        Date: 14/10/2019

         

        select form status below

        Final

         

         



 


General


	(a)	Name of Vessel	Höegh Gallant
	(b)	Builder and Yard	Hyundai Heavy Industries Co. Ltd Ulsan Shipyard
	(c)	Hull No.	2550
	(d)	Year Built	2014
	(e)	Date Delivered	11/04/2014
	(f)	Vessel type	LNGC / FSRU
	(g)	Port of Registry and Flag	Oslo, Norway
	(h)	IMO Number	9653678
	(i)	MMSI	257528000
	(j)	Call Sign	LAUI7
	(k)	Classification Society	DNV- GL
	(l)	Class notation	
        Det Norske Veritas, +1A1 Tanker for Liquefied Gas,

Ship
        Type 2G, (-163°C, 500kg/m3, 25kPa),

        NAUTICUS (new building), REGAS-2, EO, NAUTOC,

CLEAN,
BIS, CSA-FLS2, PLUS, COATPSPC( 

B), Recycable, GAS FUELLED, TMON,

OPP-F

        

	(m)	Protection and Indemnity Club	Gard
	(n)	Is vessel approved	
        USCG Yes x
No  ̈

        IMO   Yes x
          No  ̈



  


 1. Principal Particulars




	(a)	Length overall (LOA)	294.07
	(b)	Length Between Perpendiculars (LBP)	282.00
	(c)	Breadth moulded	46.0 m
	(d)	Depth moulded	26.0 m
	(e)	Height overall — keel to highest fixed point	62.77
	 	 	 	 
	(f)	Maximum air draught (with full ballast and half bunkers) (corresponding draughts)	51.17                    
m	 
	 	 	11.60                    
m	 
	(g)	Deadweight on summer load line	93 662.5
	(h)	Draught on summer load line (ext.)	12.62
	(i)	Displacement summer Load Line	128 358
	(j)	Design Deadweight 	82 318.5
	(k)	Design Draught 	11.621
	(l)	Design Displacement 	117 014
	(m)	Gross Tonnage (International)	109 844
	(n)	Net Tonnage (International)	36 732
	(o)	Gross Tonnage (Suez)	111 523.33
	(p)	Net Tonnage (Suez)	94 975.61
	(q)	Light Ship Displacement	36 400
	(r)	Displacement (maximum)	131 372
	(s)	Windage:  Lateral	
        6508.5 m2 Summer draft

        7528.9 m2 Ballast draft

	 	Longitudinal transverse	
        1544.2 m2 Summer draft

        1528.9 m2 Ballast draft




  



    
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	GAS FORM C	Höegh lng



 


	(t)	Classification
    designation	1A1
    Tanker for liquified gas BIS Clean

 COAT-PSPC(B) E0 Gas fueled NAUT(OC)

 NAUTICUS(Newbuilding) OPP-F Recyclable

 REGAS (2) TMON
	(u)	Conditions of Carriage

(as defined on Certificate of Fitness):	Product: Methane(LNG), Cargo Tanks 1-4:

 Minimum temp -163degC, Max Press. 

0.25bar g(Seagoing) 0.70 bag g (FSRU mode

 and in harbour) Max.Filling limit 98.5% at

 reference temp. Max.density cargo

 500kg/m3


 


 2. Operating Draught and Deadweight




	(a)	Draught
    filling to 98.5% (@ cargo density 0.47 kg/m3)	11.62 m
	(b)	Deadweight
    filling to 98.5%(@ cargo density 0.47 kg/m3)	82 318.5 mt


 


 


 3. Ballast System




	(a)	Total capacity of ballast water tanks 	53 498 m3
	(b)	Number, capacity and head of pumps for handling ballast	5x  (3x2600m3/h) (2x400m3/h)
	(c)	Is Vessel able to ballast / de-ballast within the cargo loading/discharging period?	Yes
	(d)	Can the Vessel undertake ballast exchange at sea within 24 hours	Yes
	(c)	Vessel equipped with Ballast Water Treatment system 	Yes


 


 


 4. Main Certificates:




	(a)	Load line Certificate	Issued: 15/06/2019      
	(b)	Safety Equipment Certificate	Issued: 15/06/2019      
	(c)	Certificate of Fitness (IGC)	Issued: 15/06/2019      
	(d)	Certificate of Tonnage	Issued: 25/10/2017      
	(e)	IOPP	Issued: 15/06/2019      
	(f)	Document of Compliance	Issued: 29/04/2019      
	(g)	USCG Certificate of Compliance 	Issued: 07/11/2018
	(i)	SIRE Inspection	30/11/2019      
	(j)	Port state control	 13/12/2018      
	 	 	 


 


4.1 Is certification
held indicating compliance with the following?


	(k)	ISPS Code	Yes
	(l)	Rules and Regulations of Suez Canal Authorities	Yes
	(m)	ISM	Yes


  


5. Propulsion


	(a)	Type and make of propulsion plant	WARTSILA 8L50DF X 3, WARTSILA 6L50DF X 1
	(b)	Maximum rated power and RPM	20000 KW X 76 RPM
	(c)	Proposed service power and RPM	18kts  76rpm
	(d)	Grade of Fuel	Diesel/Gas
	(e)	Dual Fuel Burning	Yes
	(f)	Propeller	FIXED RIGHT HANDED, 5 BLADES, WET FIT KEYLESS TYPE
	(g)	Thrusters 	N/A


  






    
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	GAS FORM C	Höegh lng



 


	SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).




 


6. Speed / Consumption


	(a)	  	
        Maximum fuel consumption

        (Tonnes of Fuel Oil Equivalent / day)

	 	Speed (Knots)	Laden	Ballast
	 	18	*****	*****
	 	17	*****	*****
	 	16	*****	*****
	 	15	*****	*****
	PROVIDED FOR INFORMATION ONLY – NOT GUARANTEED


 


 


	(b)	Trial Speed at Maximum Power (with 21% sea

 margin at ballast draught) 	***** Knots
	(c)	Service Speed (MPP with 21% sea margin at

 design draught)	***** Knots
	(d)	Consumption in Port (cargo operations)	
        *****mt
        per day (unloading)

        *****mt
        per day (loading) 

	(e)	Consumption in Port (idle)	*****mt per day
	(f)	Consumption for inert gas generation	*****mt per day of ISO8217:2010 DMA/DMB

 (assuming 16 hours complete inerting operation)


  


7. Boilers and Steam Capacity


	(a)	Number and type of boilers	
        Mitsubishi

        Type: Top-fired, dual fuel auxiliary marine boiler


Model: MAC-14SF


No. of sets: 1




	(b)	Maximum steam output available	14000kg/h   
	(c)	Normal service output corresponding to 5(b)	0.8MPa saturated steam


  


8. Cargo Tanks


	(a)	Number of tanks	4
	(b)	
        Capacity of LNG tanks at normal filling level

         

        No 1 Tank

No 2 Tank

No 3 Tank

No 4 Tank





        Total
	  26 141.070
 47 122.142
 47 127.277 

47 109.752 



 167 500.241



 






    
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	GAS FORM C	Höegh lng



 


	(c)	
        Gross Capacity of LNG tanks at 100%

         

        No 1 Tank

        No 2 Tank

        No 3 Tank

        No 4 Tank

        

        

        Total
	26 539.157 

47 839.738

 47 844.951

 47 827.159 

  

 170 051.005


	(d)	Partial loading / filling restrictions	Between 2,75 m and 70% of tank height
	(e)	The Vessel’s cargo tanks can be cooled down from ambient in:	10 Hours
	(f)	Maximum filling rate	10 000 m3/h
	(g)	Relief valve settings (MARVS)	
        70 kPa FSRU

        25K kPa LNGC

	(h)	Loaded Condition Boil-Off rate	0.15% per day
	(i)	Ballast Condition Boil-Off rate 	0.15% per day


  


9. Cargo Discharge


	(a)	Number of cargo pumps per tank 	2
	(b)	Make and type of cargo pumps	
        Shinko

        Electric motor driven, Vertical, Centrifugal, Submerged

	(c)	Design rated capacity of each cargo pump and corresponding discharge head	
        2 main cargo pumps in each tank.

        Capacity: 1000m3/h

        Head: 160 mlc

         

        1 regas feed pump (retractable)

 in each tank

        Capacity: 550 m3/h

        Head: 160 mlc

         

	(d)	Number of spray (stripping) pumps per tank	1
	(e)	Make and type of spray (stripping) pumps	
        Shinko

        Electric motor driven, Vertical, Centrifugal, Submerged

	(f)	Design rated capacity of each spray pump and corresponding discharge head	
        Capacity: 50 m3/h

        Head: 145 mlc

	(g)	Number, Make and Capacity of Auxiliary Pumps (i.e. fuel gas for X-DF)	
        4, Shinko Industries Ltd.

        Model: SMR200


Type: Centifugal


Capacity: 550m3/h at 1.6MPa




	(h)	Bulk discharge time (not including start up and stripping periods) — assume head at ship's rail = 80 mlc and no restrictions on vapour return from shore.	17 hrs


  


10. Cryogenic Systems


	(a)	Type
    of LNG containment system	Mark
    III Reinforced
	(b)	Design
    temperature	-163
    °C
	(c)	Make
    and type of vapour return compressors	Cryostar
        CM400/55

         

	(d)	Number
    and rated capacity of vapour return compressors and corresponding discharge head	2
        x 30,000 m3/h

         

	(e)	Is
    a steam dump system provided?	See
    pt 7



 






    
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	GAS FORM C	Höegh lng





 


		

        If
        so, is the capacity sufficient to deal with all excess steam generated by the boilers at max designed Boil-Off rate with
        engines stopped according to Class & USCG Rules?
	
	(f)	Total capacity of liquid nitrogen storage tanks

(if nitrogen generator not fitted)	
        NC1.1-1609P-WKP-125-970 -

Integrated feed air compressor

and nitrogen generator

No. of sets: 2

Unit capacity: 125m3/h

	(g)	Gas Heaters	
        Cryostar

        Type: Sheel and tube

        Model: 108-UT-38/34-3.8

	(h)	Vaporisers	
        Cryostar

        Type: Shell and Tube

        Model: 65-UT-38/34-5.2



  


11. LNG Measurement and Tank Calibration


	(a)	Are all tanks calibrated and certified by a qualified agency?

(Specify agency)	
        Yes

        Intertek Kimsco Co.,Ltd

	(b)	
        Make and type of primary system for measuring
        cargo level,

 temperature and pressure

         

        Level measuring system accuracy and range

        

        

        Temperature measuring system accuracy and
        range

        

        Pressure measuring system accuracy and range
	
        - Radar Level Gauge :

        Maker : Kongsberg

        Type : GLA-100/5

        Range: 0 to 50m

         

        - Temperature :

        Maker : Kongsberg

        Type : PT-100 ohm MN3927

        Range: -196°C to 400°C

        Accuracy: (+/-) 0.1°C (-165°C to -145°C)

         

        - Pressure Transmitter :

        Maker : Kongsberg

        Type : Absolute Pressure transmitter GT 402

        Range: 0.25 to 600bar

        Accuracy: 0.25 – 0.9%

	(c)	Is secondary system for measuring LNG liquid level fitted and, if so, state type and measuring accuracy	
        Maker : Whessoe

        Type : 1761 / 2047MT/1084


Accuracy : ± 7.5 mm


 



 


12. Cargo Manifolds


	(a)	
        Do manifolds follow requirements of Vol
        Category “B” of

 OCIMF “Recommendations for Manifolds for Refrigerated

 Liquefied Natural Gas Carriers (LNG)”

        2nd Edition — 1994?

        (If “No”, state variations)
	Yes
	(b)	State layout of liquid and vapour connections	 L – L – V - L - L
	(c)	Distance of the centre of manifolds from amidships	LOA/2 + 2.50 meter (Vapour Centre Line)
	(d)	Distance of presentation flange from ship's side	3612 mm
	(e)	Distance of presentation flange from ship's rail	3416 mm
	(f)	Height of manifold centre above keel	31386 mm
	(g)	Size and location of liquid nitrogen loading connection	N/A


 






    
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	GAS FORM C	Höegh lng


 


13. Emergency
Shutdown System and Ship/Shore Compatibility




	(a)	
        At what cargo level (%) is overflow protection activated?

        (State if applicable both, LNGC Mode and FSRU Mode)
	
        99% (LNGC)

        98.5% (FSRU)

	(b)	
        Does overflow protection activate the following:

        Trip ESD system?

        Close manifold valves?

        Trip cargo pumps?

        Trip ship/shore link system?
	Yes
	(c)	
        What ship/shore link systems are installed:

        Optical Fibre Link

        Electric Links — Pyle-National / Miyake connector

        Pneumatic ESD Link
	Yes


 


14. Bunkers


	(a)	Capacity of heavy fuel oil bunker tanks @ 98% (SG 0.90)	388.4 m3
	(b)	Capacity of gas oil bunker tanks @ 98% (SG 0.90)	5,478 m3
	(c)	Maximum bunker loading rate	500 mt/hr
	(d)	Segregated low sulphur fuel oil storage capacity	N/A


 


15. Fresh
Water Capacity


	(a)	Capacity of fresh water generators	88m3/h at 480kPa
	(b)	Distilled capacity	200 m3
	(c)	Domestic capacity	200 m3
	(d)	Distilled consumption	4 m3/day
	(e)	Domestic consumption	8 m3/day


 


16. Inert
Gas Generation


	(a)	Type and make of equipment	Hamworthy Moss Inert Gas Generator, High Turbulent
	(b)	Capacity	16.000Nm3/h
	(c)	Quality of gas O2 Max	1-2% by volume
	(d)	Quality of gas CO Max	100ppm
	(e)	Quality of gas SO2 Max	1 ppm
	(f)	Quality of gas NOx Max	100ppm
	(g)	Dew point	-45°C


  


17. Nitrogen


	(a)	Type and capacity of nitrogen generation system	Air Products Prism, Capacity 2x125 nm3/h at 97%
	(b)	Consumption	30 Nm3/h
	(c)	Liquid nitrogen storage	N/A
	(d)	Nitrogen generator capacity	2 x 125 Nm3/h @ 97%
	(e)	Pressure tank	1.0MPa (Operating Press.maximum)


 


18. Gas
Compressors


	(a)	Low duty (fuel gas compressor): No. and capacity	3x4400 m3/hr
	(b)	Low duty (fuel gas compressor): maker	Cryostar
	(c)	High Duty Compressor: No. and Capacity	2x32.000c
	(d)	High duty (fuel gas compressor): maker	Cryostar


 






    
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	GAS FORM C	Höegh lng



 


19. Electrical
Generating


	(a)	Number of electric generators	
        Main: 3

        Auxiliary: -


Emergency: 1




	(b)	Type of electric generators	
        Four-stroke, in-line, single acting, 8-cylinder,

        dual fuel, turbocharged, non-reversible

	(c)	Output of electric generators	
        GE 1, 2 and 3 - 8,367lVA

        GE 4 - 6,277kVA

	(d)	Fuel type and quantity at full load of electric generators	MDO – 145 m3/day
	(e)	Power required for discharge / de-ballasting at full rate	5800 kW


  


20. Deck
Machinery


	(a)	Winches	8 Mooring Winches
	(b)	Ropes	Acera Amundsen 44MM 1310KN (spliced)/1460KN (unspliced) Platinum 2x1,8M Supereye
	(c)	No. Ropes Forward	11
	(d)	No.  Ropes Aft	12
	(e)	Tails	Timm Signal Master Ringtail 72mm, 11m
	(f)	Derricks, Cranes – Type and SWL	3x Electro-hydraulic cylinder luffing jib, 1x Knuckle boom
	(g)	Anchors	
        2 x 15,000 kg High Holding Power Type Stockless Anchor

        @14 shackles of anchor chain


 

	(h)	Emergency towing device	Forward, Type : Keta-43F and Aft, Type : Keta-40A


  


21. Navigation
and Communications


	(a)	Type and number of radar sets fitted	
        S-BAND Furuno FAR-2839S

        X-BAND Furuno FCR-2829

	(b)	Is an approved GMDSS installed? (Type?)	Yes Furuno MF/HF FS 2575,  INM-C FELCOM-18
	(c)	Is an additional Sat Com system installed? (Type?)	Yes, Furuno
	(d)	Is Suez Canal Projector fitted?	Yes


 






    
	Classification: HLNG Confidential – Copyright Höegh LNG © all rights reserved	7




    


    

 


	GAS FORM C	Höegh lng



 


22. List of compatible
LNG Terminals:


 


	Although the vessel or sister vessels has previously been found compatible with the below list of terminals, continued compatibility cannot be guaranteed and re-confirmation with the terminal may be required.




 


	Load Ports	Discharge Ports
	Algeria - Bethioua M5	Argentina - Bahia Blanca
	Algeria - Arzew	Belgium - Zeebrugge
	Australia - Pacific LNG (APLNG) terminal	Canada - Canaport
	Australia - Gladstone LNG (GLNG) terminal	China - Shenzhen Guangdong Dapeng
	Australia - Queensland Curtis LNG (QCLNG) terminal	China - Yuedong LNG
	Australia - Gorgon LNG project	China - Zhuhai
	Australia - Wheatstone LNG project	China - Zhejiang (Ningbo LNG)
	Australia - North West Shelf (NWS) LNG project	China - Fujian
	Australia - Darwin LNG project	China - Hainan LNG
	Australia - Dampier	France - Fos Cavaou
	Australia - Pluto LNG project	France - Montoir Upstream (GDF-1)
	Australia - Whitnell Bay 	France - Montoir Downstream (GDF-2)
	Cameroon - Hilli	France – Ushant Island
	Egypt - Ain Sokhna	France - Dunkirk
	Egypt - Idku	India - Dahej
	Equatorial Guinea - Punta Europa	India - Kochi
	Equatorial Guinea - Marathon	Italy - Leghorn
	Malaysia - Bintulu 	Italy - OLT Toscana
	Nigeria - Bonny Jetty No.1	Japan - Oita
	Norway - Snohvit	Japan - Himeji
	Oman - Qalhat	Japan - Mizushima
	Peru - Pampa Melchorita	Japan - Chita
	Qatar - Ras Laffan No.1	Japan - Futtsu No.1 & No.2
	Qatar - Ras Laffan No.2	Japan - Senboku II-1 & 2
	Qatar - Ras Laffan No.3	Japan - Ohgishima
	Qatar - Ras Laffan No.4	Japan - Sakai
	Qatar - Ras Laffan No.5	Korea - Tong Yeong
	Qatar - Ras Laffan No.6	Korea - Incheon No.1 & 2
	Trinidad&Tobago - Atlantic - Jetty 1,2(Point Fortin)	Korea - Pyeong Taek No.1 & No.2
	UAE - Das Island	Korea - Tongyuong No.1 & No.2
	USA - Cameron	Mexico - Costa Azul
	USA - Cove Point North	Netherlands - Gate
	USA - Cove Point South	Oman - Sohar
	USA - Sabine Pass	Poland - Swinoujscie
	Yemen - Bal Haf	Portugal - Sines
	Bontang LNG Terminal	Singapore - Singapore
	Tagguh LNG terminal	Spain - El Ferrol, Huelva, Barcelona, Bilbao, Sagunto, Cartagena, Fos, Reganosa (Magurdos)
	 	Taiwan - Yung-An No.1 East
	 	Taiwan - Yung-An No.2 West
	 	UK - Isle of Grain
	 	UK - South Hook


   



    
	Classification: HLNG Confidential – Copyright Höegh LNG © all rights reserved	8




    


    




 



 


Schedule
II – Marine Crew





 


The Vessel will be operating
with a minimum daily complement of 12 officers (see list below). The total complement of Marine Crew onboard will usually vary
between 28 and 32 people, but Owner shall be flexible to man the Vessel according to what it deems to be prudent from time to time
(provided that they always comply with class and flag state requirements).


 


1.        Officers


 


- Master


 


- Chief Officer


 


- 2nd officer (Class
D2)


 


- 3rd Officer (Class
D4) x 2


 


- Chief Engineer


 


- Cargo Engineer x
2


 


- 2nd Engineer


 


- Duty (3rd) Engineers
x 2


 


- Electro Technical
Officer (ETO)


 


2.       Other
Marine Crew


 


The Vessel shall also
be manned with various rankings to ensure that key functions are covered for the various departments. This shall include (but not
be limited to) position such as:


 


- Bosun


 


- Wiper


 


- Fitter


 


- Able Seaman


 


- Ordinary Seaman


 


- Chief Cook


 


- 2nd Cook


 


- Messman


 






    - ii
                                                                                      -


     


    

 



 


Schedule III - HLNG Performance Guarantee


 


Schedule III –
Höegh LNG Performance Guarantee


  


THIS DEED OF GUARANTEE AND INDEMNITY
(this "Deed") is made on ....................... 2020


 


BETWEEN:


 


(1)       HÖEGH
LNG LTD., a company organised and existing under the laws of Bermuda having its registered office at Canon’s Court, 22
Victoria Street, Hamilton HM 12, Bermuda (the "Guarantor"); and


 


(2)       HÖEGH
LNG CYPRUS LTD., a company organised and existing under the laws of Cyprus having its registered office at Kanika International
Business Centre, 6th Floor, Flat 4, Germasogeia, 4046 Limassol, Cyprus ("HLNG Cyprus" or “Owner”),


 


(each a "Party" and together
the "Parties").


 


RECITALS


 


(A)      Pursuant
to an Lease and Maintenance Agreement entered into on or about the date of this Deed (the "LMA") between HLNG
Cyprus and Hoegh LNG Chartering LLC, a company incorporated and existing under the laws of the Marshall Islands with its registered
office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 ("Charterer"),
Owner has agreed to let the Vessel to Charterer.


 


(B)      The
Guarantor has agreed to guarantee to HLNG Cyprus the performance by Charterer of all its obligations and liabilities under the
LMA on the terms of this Deed.


 


THE PARTIES AGREE AS FOLLOWS:


 


1.         DEFINITIONS
AND INTERPRETATION


 


1.1       In
this Deed, words and phrases commencing with capital letters will, unless a contrary intention appears or unless such words and
phrases are otherwise defined in this Deed, have the same meaning ascribed to them under the LMA.


 


1.2       In
the event of any conflict between the LMA and this Deed, this Deed will prevail.


 


1.3       In
this Deed, a reference to a “person” includes a natural person, corporate or unincorporated body (whether or
not having separate legal personality).


 


1.4       In
this Deed, the words “include” and “including” shall mean include or including without limitation and are
used in an illustrative sense and not a limiting sense.


 


2.        GUARANTEE
AND INDEMNITY


 


2.1      The
Guarantor guarantees to HLNG Cyprus that Charterer shall duly perform all of its obligations contained in the LMA (the "Obligations").
If Charterer shall in any respect fail to perform its respective obligations under the LMA (subject to the terms and conditions
provided therein) or shall commit any breach thereof, the Guarantor undertakes to perform said obligations under the LMA. When
the Guarantor renders performance as described herein, Charterer shall be released and discharged from performance under the LMA
to the extent that such obligations and liabilities have been discharged by the Guarantor hereunder.


 






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2.2       The
Guarantor agrees that if, for any reason, any amount claimed under this Deed is not recoverable solely on the basis of a guarantee,
the Guarantor will, as principal obligor and as separate and independent obligations and liabilities from its obligations and liabilities
under clause 2.1, indemnify HLNG Cyprus against all loss, debt, damage, interest, liability, cost and expense (including reasonable
legal expenses) incurred or suffered by HLNG Cyprus by reason of a failure by Charterer to perform any or all of the Obligations
when they are due and performable. The amount payable by the Guarantor under this indemnity shall not exceed the amount it would
have had to pay under this Deed if the amount claimed in respect of such breach or non-performance had been recoverable on the
basis of a guarantee.


 


2.3       For
the purposes of this Deed, any money judgment, arbitrator's award or expert's decision against Charterer in favour of HLNG Cyprus
under or in connection with the LMA shall be conclusive evidence of any liability of Charterer to which that judgment, award or
decision relates and the Guarantor agrees to satisfy and discharge any money judgment, arbitrator's award or expert's decision
made against Charterer in favour of HLNG Cyprus.


 


3.         PRESERVATION
OF RIGHTS


 


3.1       The
obligations of the Guarantor under this Deed are in addition to and independent of any other security which HLNG Cyprus may at
any time hold in respect of the Obligations.


 


3.2       The
Guarantor's guarantee and undertakings hereunder shall be unconditional and irrevocable, and without prejudice to the generality
of the foregoing, the Guarantor shall not be released or discharged from its liability hereunder by:


 


(a)       any
waiver or forbearance by HLNG Cyprus of or in respect of Charterer' obligations under the LMA whether as to performance or otherwise
howsoever, or by any failure by HLNG Cyprus to enforce the LMA or this instrument; or


 


(b)       any
alteration to, addition to, or deletion from the LMA or the scope of work to be performed under the LMA; or1


 


(c)       any
change in the shareholding relationship between the Guarantor and Charterer; or


 


(d)       any
other fact, circumstance, act, event, omission or provision of statute or law or otherwise which but for this clause might operate
to discharge, impair or otherwise affect any of the obligations of the Guarantor under this Deed or any of the rights, powers or
remedies conferred on Charterer by this Deed or by law,


 


and the Guarantor's guarantee and undertakings
hereunder shall continue in force until all Charterer's obligations under the LMA and all of the Guarantor's obligations hereunder
have been duly performed.


 


3.3       Notwithstanding
any other provision of this Deed the obligations guaranteed by the Guarantor and the liability of the Guarantor under this Deed
shall not exceed the liability of Charterer under the LMA.


 


3.4       Subject
to clause 2.3, the Guarantor shall be entitled to exercise all of the contractual protections, limitations and exclusions of liability
in respect of any claim made hereunder as are available to Charterer under the LMA.


 





 






1 Note: If the LMA is ever
amended, English case law may require a reaffirmation of this Deed by Guarantor.


 






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4.      
   CLAIM LIMITATIONS


 


4.1       The
Guarantor must not (so long as Charterer has any actual or contingent Obligations pursuant to the LMA) by reason of performance
by it of its obligations under this Deed claim by the institution of proceedings or the threat of proceedings or otherwise (whether
on the basis of an indemnity or otherwise) any sum from Charterer, where and to the extent that such claim:


 


(a)       would
lead to the insolvency of Charterer or place Charterer at material risk of becoming insolvent; or


 


(b)       would
otherwise materially affect the ability of Charterer to perform its obligations under the LMA.


 


5.         RECOURSE
IN ACCORDANCE WITH THE LMA


 


5.1       Notwithstanding
the provisions of clause 2.3, HLNG Cyprus shall be entitled to make a claim under this Deed in accordance with clause 7.3 of the
LMA or otherwise if Charterer has failed to perform any other obligation under the LMA.


 


5.2       HLNG
Cyprus will not be obliged, before enforcing any of its rights or remedies conferred upon it by this Deed or by law, to take any
step or action, including:


 


(a) the taking of any legal proceedings
or action or the obtaining of any judgment against Charterer in any court, arbitration, determination or adjudication;


 


(b) the making or filing of any claim in
bankruptcy, liquidation, winding up or dissolution of Charterer; or


 


(c) the pursuance or exhaustion of any
other right or remedy against Charterer,


 


and the liabilities of the Guarantor under
this Deed may be enforced as set out in clause 5.1 irrespective of whether any legal proceedings are being or have been taken against
Charterer.


 


6.         CONTINUING
OBLIGATION


 


This Deed is a continuing guarantee and
will remain in full force and effect until each and every part of the Obligations have been discharged and performed in full.


 


7.         REINSTATEMENT


 


If the Guarantor is discharged or released
in any way as a result of any payment or performance by Charterer or any other person which is set aside under insolvency legislation
or for any other reason, the Guarantor's liability hereunder shall be reinstated as if such payment or performance had not occurred.


 


8.         NO
WITHHOLDING TAX


 


All payments made by the Guarantor under
this Deed must be made in full without deduction or withholding for or on account of any Taxes. If any deduction or withholding
from any payment is required by law then, to the extent that such deduction or withholding would not be required if such payment
were made by Charterer under the LMA, the Guarantor will promptly pay to HLNG Cyprus an additional amount being the amount required
to procure that the aggregate net amount received by Charterer will equal the full amount which would have been received by it
had no deduction or withholding been made.


 






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9.         WARRANTIES


 


The Guarantor represents and warrants to
HLNG Cyprus that:


 


(a)       the
Guarantor is duly incorporated with the power to execute and perform the obligations under this Deed;


 


(b)       the
Guarantor's obligations under this Deed are valid, binding and enforceable at law;


 


(c)       the
Guarantor has taken all necessary corporate or other action to authorise the execution and performance of this Deed; and


 


(d)       the
execution and performance of this Deed will not contravene any law or regulation to which the Guarantor is subject or cause the
Guarantor to breach its constitutional documents or any other agreement which is binding on it.


 


10.       ASSIGNMENT


 


10.1     HLNG
Cyprus may assign the benefit of, and its rights under, this Deed to any person to whom HLNG Cyprus's rights and/or obligations
under and in accordance with the terms of the LMA are assigned without having to obtain the consent of the Guarantor.


 


10.2     The
Guarantor may not assign, novate or transfer any of its rights or obligations under this Deed to any person without the prior written
consent of HLNG Cyprus.


 


11.       THIRD
PARTY RIGHTS


 


A person who is not a Party to this Deed
has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed.


 


12.       PARTIAL
INVALIDITY AND SEVERANCE


 


If any provision is held to be void, invalid,
illegal or unenforceable, such provision shall be divisible from this Deed and shall be deemed to have been deleted without affecting
the remaining provisions of this Deed. If such deletion materially affects the interpretation of this Deed, the Parties shall seek
to agree a substitute provision which reflects the commercial intention of this Deed.


 


13.       GOVERNING
LAW 


 


This Deed and any dispute, controversy,
proceedings or claim of whatever nature arising out of or in any way relating to this Deed or its formation (including any non-contractual
disputes or claims), shall be governed by and construed in accordance with English law.


 


14.       ARBITRATION



 


14.1     Any
dispute, controversy or claim arising out of or in connection with this Deed or its formation, including any non-contractual disputes
(a "Dispute") shall be determined by referral to arbitration in London, England, in accordance with the Rules
of the London Court of International Arbitration ("LCIA Rules"), as may be amended from time to time, by a panel
of three (3) suitably qualified arbitrators, fluent in English, familiar with the general principles of English law, and experienced
in arbitrations conducted under the LCIA Rules. Each Party shall appoint one (1) arbitrator, and the two (2) arbitrators so appointed
shall thereafter appoint the third arbitrator.


 


14.2     The
language of the arbitration shall be English. The arbitral panel shall issue its reasoned award in writing, and is authorized to
award costs and attorneys' fees to the prevailing Party as part of its award.


 


14.3    Any award
shall be binding and enforceable against the Parties in any court of competent jurisdiction, and the Parties hereby waive any
right to appeal such award on the merits or to challenge the award except on the grounds set forth in Article V of the United
Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.


 






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15.       NOTICES


 


15.1    All
claims and notices to be given under this Deed must be in writing and sent by hand or courier or prepaid first-class post or recorded
delivery or e-mail to the address of the relevant Party set out in clause 15.2 or such other address as that Party may by notice
in writing nominate for the purpose of service and:


 


		(a)	any claims or notices sent by prepaid first-class post or recorded delivery will be deemed (in
the absence of evidence of earlier receipt) to have been delivered at 9.00 a.m. on the second business day (which expression for
the purposes of this clause 15.1 means a day (excluding Saturdays) on which banks generally are open in the City of London for
the transaction of normal banking business) after posting;



 


		(b)	any claims or notices sent by courier will be deemed to have been delivered on the date and at
the time that the courier's delivery receipt is signed; and



 


		(c)	any claims or notices sent by pdf attachment to an e-mail will be deemed to have been delivered
on the date of dispatch.



 


15.2     Unless
notified otherwise, all claims and notices shall be addressed to the Parties as follows:


 


		(a)	The Guarantor:



 


Address:      c/o Höegh LNG AS, Drammensveien
134, N-0277 Oslo, Norway.


 


Attention:    Chief Legal & Compliance
Officer


 


E-mail:           legal@hoeghlng.com


 


		(b)	HLNG Cyprus:



 


Address:      c/o Höegh LNG AS, Drammensveien
134, N-0277 Oslo, Norway


 


Attention:    HMLP CEO/CFO


 


E-mail:           steffen.foreid@hoeghlng.com


 


16.       COUNTERPARTS


 


This Deed may be executed in any number
of counterparts, each of which when executed shall be an original, and all the counterparts together shall constitute one and the
same instrument. Any Party may enter into this Deed by executing a counterpart and this Deed shall not take effect until it has
been executed by all Parties.


 


17.       AMENDMENTS


 


No amendment of this Deed shall be effective
unless it is in writing and signed by all the Parties hereto.


  






    Side 5 av 6


     


    

 


IN WITNESS whereof this Deed has been executed
and delivered as a deed on the date first above written.


 


Signed as a deed by


 





 



 


Steffen Føreid


 


for and on behalf of Hoegh LNG Cyprus
Limited in the presence of:


 


Signature of witness


 


Name of witness


 


Address of witness


 


	Occupation of witness                       		 




 


Signed as a deed by


 





 



 


Sveinung J. S. Støhle


 


for and on behalf of HÖEGH LNG
LTD. in the presence of:


 


Signature of witness


 


Name of witness


 


Address of witness


 


Occupation of witness


 






    Side 6 av 6


     


    





 


Appendix 1 – LNGC Terms


 


Execution Version


 


SPECIFIC
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY
DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


Appendix
1 to the Lease and Maintenance Agreement between Hoegh LNG Cyprus Limited and Hoegh LNG Chartering LLC dated 30 April 2020 (the
 “Agreement”)


 


LNGC
Terms


 


The
following additional terms shall apply to the Agreement during any and all periods in which the Vessel is operating in LNGC Mode.


 


In
case of any conflict between the main body of the Agreement and the provisions set out in this Appendix 1 – LNGC Terms,
the provisions of the main body of the Agreement shall take precedence.


 


		Contents	



 




	1.	Definitions	4
	2.	Duty to Maintain while in LNGC Mode	7
	3.	Safe Places and Compatibility	9
	4.	Drugs and Alcohol	9
	5.	Incident Reporting	9
	6.	Vessel Inspection	10
	7.	Geographical Trading Limits	10
	8.	Instructions and Logs	11
	9.	Weather Routeing	12
	10.	Ice	12
	11.	Ship to Ship Transfers	12
	12.	Trading to Europe EU: Advance Cargo Declaration	13
	13.	Trading to the United States of America or Canada: Customs	14
	14.	Trading to the United States of America: Compliance	15
	15.	Trading to Japan	17
	16.	Terminal Rules and Conditions of Use	17
	17.	Space Available, Cargo Capacity, Contamination	17
	18.	Grade of Bunkers	18
	19.	Quantity Determination of Bunkers and Heel	19
	20.	Gas-Up, Cool-Down, LNG Retention	20



 






    Page 1 of 54


     


    

 


	21.	Boil-Off and Heel Management	21
	22.	Cargo and Heel Measurement	22
	23.	Cargo Transfer Inspection and System Calibration	22
	24.	Vapour Pressure, Cargo Temperature	23
	25.	Cargo Receiving and Discharging Rates	24
	26.	Ballast Water Treatment	24
	27.	Agency	24
	28.	Pilots and Tugs	24
	29.	Mooring Lines	25
	30.	Hull Fouling	25
	31.	Off-Hire	26
	32.	Drydock	29
	33.	Insurance and ITOPF	31
	34.	ISPS Code and United States MTSA 2002	31
	35.	Bills of Lading	32
	36.	Clause Paramount	34
	37.	Electronic Bills of Lading	35
	38.	Exceptions	35
	39.	Export Restrictions	36
	40.	Sanctions	36
	41.	Taxes and Gross-up	38
	42.	War Risks	38
	43.	Additional War Expenses	39
	44.	Piracy	39
	45.	[Not Used]	41
	46.	Laying-Up	41
	47.	Salvage	41
	48.	Both to Blame Collision	42
	49.	New Jason Clause	42
	50.	Mitigation	42
	Attachment A.	Performance Calculations	43
	1.	Guaranteed Speed	43
	2.	Ordered Speed	43



 






    Page 2 of 54


     


    

 


	3.	Hire Deduction for Not Achieving Ordered Speed	44
	4.	Calculation of Actual Fuel Used	45
	5.	Calculation of Fuel Consumption Warranty	45
	6.	Boil-Off Performance	47
	7.	Pricing	48
	Attachment B.	Indemnity Agreement for Boarding Vessel	49
	Attachment
C.	Safety and Environmental Reporting Template	50



 






    Page 3 of 54


     


    

 


		1.	Definitions



 


In
this Appendix 1 – LNGC Terms, save where the context otherwise requires, capitalised terms shall have the meaning ascribed
to them in this Clause 1 of this Appendix 1. Capitalized terms not otherwise defined in this Clause 1 shall have the meaning given
in Clause 1 of the main body of the Agreement


 


	"Achieved
    Speed"	means
    the actual Average Speed on any given Voyage net of all Excluded Periods;
	“ACI”	has
    the meaning given in Clause 13(a)(iii) of this Appendix 1;
	“AMS”	has
    the meaning given in Clause 13(a)(iii) of this Appendix 1;
	"Average
    Speed"	means
    the speed for a given Voyage, which is calculated by taking the distance travelled divided by the duration of the Voyage.
    The data on distance and duration of the Vessel for any specific date will be extracted from the noon reports, log abstracts
    or voyage summaries submitted or transmitted by the Master;
	“BMP”	means
    best management practices;
	“Boil-Off”	means
    the vapour which results from vaporisation of LNG in the cargo tanks which shall, for the purposes of this Agreement, be considered
    as pure methane (CH4).
	“Cargo
    Capacity”	the
    maximum safe LNG loading limit of the Vessel as per Gas Form C in Schedule 1.
	"Certificate
    of Financial Responsibility"	means
    a certificate of financial responsibility as required by the US Oil Pollution Act 1990;
	“CoC”	has
    the meaning given in Clause 14(b)(ii) of this Appendix 1;
	“COFR”	has
    the meaning given in Clause 14(b)(i) of this Appendix 1;
	"Cool-Down"	means
    the process by which LNG is sprayed into cargo tanks that have a methane or nitrogen atmosphere with the aim of attaining
    a cargo temperature such that LNG can be safely loaded, and according to the Vessel builders’ recommended highest temperature
    that would permit cargo to be loaded;
	“COU”	has
    the meaning given in Clause 16(b) of this Appendix 1;
	"CTMS"	means
    Custody Transfer Measurement System;
	“Directive”	has
    the meaning given in Clause 18(a) of this Appendix 1;
	"DOP"	means
    Dropping Outward Pilot;
	“ECA”	has
    the meaning given in Clause 18(a) of this Appendix 1;
	"EOP"	means
    the time at which the Vessel records End of Passage on arrival at Pilot Boarding Station, or normal waiting area of a port
    after any Voyage;
	“EU”	means
    the European Union;  
	"Excluded
    Periods"	means
    the periods where the Vessel is ordered outside the range of Guaranteed Speeds, or where any of the exceptions in Attachment
    A (Performance Calculations) and Article 2 (Ordered Speed) of Attachment A (Performance Calculations) apply;
	"FAOP"	means
    the time at which the Vessel records Full Away On Passage from DOP or other appropriate departure point on a Voyage;



 






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	"FOE,
    Fuel Oil Equivalent"	means
        the heating value equivalent that one metric tonne of fuel oil has to the heating value of one cubic metre (m3) of Boil-Off.
        Cubic metres of Boil-Off multiplied by Fuel Oil Equivalent Factor shall equal a deemed equivalent of Heavy Fuel Oil in
        metric tonnes:

         

        

        BO       =Boil-Off

        FOE      =Fuel
        Oil Equivalent

	"FOE
    Factor (Fuel Oil Equivalent Factor)"	For
        LNG (Boil-Off): means Zero point four seven five 0.475 metric tonne fuel oil equals one (1) cubic meter of LNG;

        For
        MDO/MGO: means one (1) metric tonne fuel oil equals one (1) metric tonne of MDO/MGO;

	"Force
    Boil-Off"	means
    a condition where the Vessel’s staff uses the Vessel’s equipment to increase the Boil-Off rate over above the
    Natural Boil-Off rate. Charterer has the right to order the Vessel to undertake any period of steaming or a Voyage with Force
    Boil-Off where it is safe to do so;
	“FLNG”	has
    the meaning given in Clause 3(a) of this Appendix 1;
	“FSU”	has
    the meaning given in Clause 3(a) of this Appendix 1;
	“FSRU”	has
    the meaning given in Clause 3(a) of this Appendix 1;
	"Fuel"	means
    collectively its two components, fuel oil and Boil-Off, measured in tonnes of Fuel Oil Equivalent (FOE), while “fuel
    oil” refers only to the oil component of Fuel. Further, where it is specified and warranted in Gas Form C in Schedule 1
    of the Agreement, that the Vessel uses marine gas oil for main propulsion or as a pilot fuel, this is not to be considered
    Fuel for the purposes of calculating the applicable FOE;
	"Fuel
    Oil"	means
    Marine Diesel Oil (MDO) (DMB class of ISO 8217 with a viscosity of 6 cSt and above at 40°C), or Marine Gas Oil (DMA/DMZ
    class of ISO 8217 with a viscosity of 3 cSt and above at 40°C. A lower heating value of 42,700 kJ/kg as a reference point
    for all Fuel Oil consumption figures referred to in this Agreement;
	“Fuel
    Price”	the
    price to be paid for all liquid fuels on board the Vessel. If such price is not agreed by the Parties, the LIFO principle
    of “Last-In, First-Out” shall apply: the invoiced price of the most recently bunkered fuels, excluding LNG, shall
    be used such that the quantity of the most recently bunkered fuel shall be considered as used first and the fuel bunkered
    earliest used last. The price for fuels paid by one Party to the other shall be adjusted accordingly in order to arrive at
    the Fuel Price, which shall be stated in USD per metric tonne (US$/mt).
	"Gas
    Only"	a
    speed order requiring the Vessel to proceed at the speed that results from using only Natural Boil-Off in the Vessel’s
    or engines;
	“Gas-Up”	means
    the process by which an inerted atmosphere in cargo tanks is replaced with a methane atmosphere to a sufficient concentration
    such that a Cool-Down can take place;
	"Guaranteed
    Fuel Consumption"	means
    that contractual maximum daily tonnes which are to be used and calculated in accordance with Article 5(a) (Calculation of
    Fuel Consumption Warranty) of Attachment A (Performance Calculations);



 






    Page 5 of 54


     


    

 


	“Guaranteed
    Service Speed:	means
    the Laden Service Speed or the Ballast Service Speed as set out in Gas Form C in Schedule 1 of the Agreement –
    Part 6;
	Guaranteed
    Speed”	means
    any Ordered Speed that is listed with a corresponding fuel consumption in Gas Form C in Schedule 1 of the Agreement,
    including all incremental speeds between such listed speeds;
	“ICB”	has
    the meaning given in Clause 13(a)(ii) of this Appendix 1;
	"ICS"	means
    International Chamber of Shipping;
	“IMO”	International
    Maritime Organization;
	“ISPS
    Code”	has
    the meaning given in Clause 34 of this Appendix 1;
	“ITOPF”	has
    the meaning given in Clause 31(a)(i) of this Appendix 1;
	"Heel"	means
    LNG cargo retained in the cargo tanks on completion of discharge sufficient to allow the Vessel to remain cold for the anticipated
    ballast passage;
	"MARPOL"	means
    International Convention for the Prevention of Pollution from Ships, including all protocols and annexes thereto, as promulgated
    by the IMO;
	“MTSA”	has
    the meaning given in Clause 34 of this Appendix 1;
	"Natural
    Boil-Off"	means
    the rate of Boil-Off from the cargo or Heel that is within the design expectation of the Vessel builder and containment manufacturer,
    and is guaranteed by Owner to be no more than that entered into as the “Maximum Daily Boil-Off Rate” in Gas Form
    C in Schedule 1 of the Agreement. This excludes any period where the Vessel is ordered to Force Boil-Off;
	“Notified
    Vapour Pressure”	has
    the meaning given in Clause 24(a) of this Appendix 1;
	"OCIMF"	means
    Oil Companies International Marine Forum;
	“OPA
    90”	has
    the meaning given in Clause 14(a)(ii) of this Appendix 1;
	"Ordered
    Speed"	has
    the meaning given in Article 2(a) (Ordered Speed) of Attachment A (Performance Calculations);
	"Performance
    Period"	means:

        where
        the period in LNGC Mode is less than one year in total, the whole period of such period;

        where
        the period in LNGC Mode is greater than one year the Performance Period shall mean a period of 6 months with a tolerance
        to allow the next cargo discharge after a 6 month period to be included, such that any Performance Period shall only include
        whole Voyages and shall end on completion of a cargo discharge; or

        where
        applicable, the period from the end of the last Performance Period to Redelivery of the Vessel;

	“PLA”	has
    the meaning given in Clause 16(b) of this Appendix 1;
	“Prolonged
    Off-Hire”	has
    the meaning given in Clause 2(f) of this Appendix 1;
	“P&I”	has
    the meaning given in Clause 33(a)(ii) of this Appendix 1;
	"Safe
    Places"	has
    the meaning given in Clause 3 (Safe Places and Compatibility) of this Appendix 1;
	"SAT
    (or Scheduled Arrival Time)"	has
    the meaning given in Article 2(a) (Ordered Speed) of Attachment A (Performance Calculations);



 






    Page 6 of 54


     


    

 


	“SCAC”	has
    the meaning given in Clause 13(a)(i) of this Appendix 1;
	"Service
    Speed"	means
    the guaranteed applicable speed shown as “Guaranteed Service Speed” in Gas Form C in Schedule 1 of the Agreement;
	"SOLAS"	means
    International Convention for the Safety of Life at Sea, 1974, and the related Protocol of 1978, both as supplemented by amendments
    entering into force from time to time, and as promulgated by the IMO;
	“Supplied
    Items”	Has
    the meaning given in Clause 40(c) of this Appendix 1;
	"Technical
    Managers (or Managers)"	means
    such person or party as may be appointed by Owner to maintain the Vessel, her machinery and equipment, and to ensure the Vessel
    is correctly and competently manned, such that the Vessel is able to comply with the terms of this Agreement. This person
    or party may be Owner or contracted by Owner;
	"Terminal
    Rules"	means
    all the rules and regulations, which may include the Conditions of Use, applicable at loading or discharge ports, as issued
    by either the proper port authorities or by the terminal operator acting as a reasonable and prudent operator;
	“US”	means
    the United States of America;
	"Voyage"	means
    a voyage, or sea passage, steamed by the Vessel from FAOP to EOP, subject to the caveat in Article 2(a)(ii) (Ordered Speed)
    of Attachment A (Performance Calculations), which allows for the subdivision of a Voyage into separate legs, and except for
    the purposes of excess Boil-Off calculation under Article 6 (Boil-Off Performance) of Attachment A (Performance Calculations),
    where the voyage is defined in terms of CTMS measurement as per Clause 22 (Cargo and Heel Management) herein; and
	“VRP”	has
    the meaning given in Clause 14(c) of this Appendix 1;


 


		2.	Duty
                                         to Maintain while in LNGC Mode



 


		(a)	Owner
                                         shall, whenever the passage of time, wear and tear, or any event, whether or not coming
                                         within Clause 38 (Exceptions), requires steps to be taken to maintain or restore the
                                         conditions stipulated in Clauses 6 (Owner to Provide) and 8 (Shipboard Personnel and
                                         their Duties) of the Agreement, and always in compliance with, and without limitation
                                         to its obligations under, Clause 13 (Maintenance) of the Agreement exercise due diligence
                                         so as to maintain or restore the Vessel to the appropriate standard as required under
                                         those Clauses.



 


		(b)	If
                                         at any time whilst on-hire under this Appendix 1, the Vessel fails to comply with the
                                         requirements of Clauses 6 (Owner to Provide) and 8 (Shipboard Personnel and their Duties)
                                         of the Agreement, then Hire shall be reduced to the extent necessary to compensate Charterer
                                         for such failure. To the extent that such failure affects the time taken by the Vessel
                                         to perform any services under these LNGC Terms, Hire shall be reduced by an amount equal
                                         to the value, calculated at the rate of Hire, of the time so lost. Any reduction of hire
                                         under this Clause 2(b) (Duty to Maintain while in LNGC Mode) shall be without prejudice
                                         to any other remedy available to Charterer, but where such reduction of hire is in respect
                                         of time lost, such time shall be excluded from any calculation under Attachment A(Performance
                                         Calculations).



 






    Page 7 of 54


     


    

 


SPECIFIC
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY
DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		(c)	If
                                         Owner is in breach of its obligations under Clause 2(a) (Duty to Maintain while in LNGC
                                         Mode) above then without prejudice to any other rights under this Agreement, Charterer
                                         may so notify Owner in writing and if, after the expiry of ***** (*****) days following
                                         the receipt by Owner of any such notice, Owner has failed to demonstrate to Charterer’s
                                         reasonable satisfaction that they have exercised the due diligence required in Clause
                                         2(a) (Duty to Maintain while in LNGC Mode) above, then the Vessel shall be off-hire,
                                         and no further hire payments shall be due for such time until Owner has demonstrated
                                         that they are exercising the required due diligence.



 


		(d)	Owner
                                         shall advise Charterer immediately in writing should there be a substantial finding or
                                         a failure of an inspection of the Vessel. This shall apply where such inspection is required
                                         for the purposes of calling at a port or terminal, and is carried out by any competent
                                         party, including a governmental or port state authority, a terminal or a major charterer
                                         of similar tonnage. Owner shall at the same time inform Charterer of its proposed course
                                         of action to remedy the defects which gave rise to the substantial finding or caused
                                         the Vessel to fail the inspection.



 


		(e)	If,
                                         with regard to Clause 2(d) (Duty to Maintain while in LNGC Mode) above, in Charterer’s
                                         reasonably held view either:



 


		(i)	a
                                         failure of an inspection; or



 


		(ii)	a
                                         substantive finding of an inspection or report,



 


prevents
normal commercial operations or which in Charterer’s reasonable opinion will have a detrimental impact on the operation
or tradability of the Vessel, then Charterer shall have the option to place the Vessel off-hire from the date and time that the
Vessel fails such inspection, or becomes commercially inoperable, and the Vessel shall remain off-hire until the date and time
that the Vessel passes a re-inspection by the same organisation (which shall not be unduly delayed), becomes commercially operable,
or in Charterer’s reasonable opinion the findings of the inspection report cease to have a detrimental impact on the operation
or tradability of the Vessel, whichever is the earliest. In such case the Vessel shall only come back on-hire at a position no
less favourable to Charterer than at which she went off-hire.


 


		(f)	In
                                         the event that in any Contract Year, the Vessel is off-hire for any period exceeding
                                         i) ***** (*****) consecutive days, or ii) ***** (*****) non-consecutive days (“Prolonged
                                         Off-Hire”), then Charterer shall have the option to terminate this Agreement by
                                         giving notice in writing to Owner, provided that if Charterer elects to terminate this
                                         Agreement, Owner shall reimburse Charterer for all LNG onboard including Heel at the
                                         LNG Price as well as accrued Off-Hire LDs and other Damages that may be due to Charterer
                                         pursuant to Clause 7.1 (Off-Hire) of Appendix 2 at the date of such termination. 
                                         This Clause 2(f) is without prejudice to any other rights or obligations of Owner or
                                         Charterer under this Agreement.



 






    Page 8 of 54


     


    

 


		3.	Safe
                                         Places and Compatibility



 


		(a)	Charterer
                                         shall use due diligence to ensure that the Vessel is only employed between and at Safe
                                         Places where she can safely lie, always afloat. Safe Places shall include ports, berths,
                                         jetties, wharves, docks, anchorages, alongside vessels or Floating Storage Units (“FSU”),
                                         or Floating Storage and Regasification Units (“FSRU”), or Floating LNG Liquefaction
                                         Units (“FLNG”) or barges, or submarine lines, or lighters, bunker barges,
                                         and other locations, including locations at sea. Notwithstanding anything contained in
                                         this or any other clause of this Agreement, Charterer does not warrant the safety of
                                         any place to which they order the Vessel and shall be under no liability in respect thereof
                                         except for loss or damage caused by its failure to exercise due diligence as aforesaid.
                                         Subject to the above, the Vessel shall be loaded and shall discharge at any place as
                                         Charterer may direct.



 


		(b)	Owner
                                         warrants that the Vessel is, and will remain throughout the Agreement , compatible with
                                         the LNG Terminals listed as being compatible in table 22 (“List of Compatible LNG
                                         Terminals”) in Gas Form C in Schedule 1 of the Agreement, for berthing, unberthing,
                                         and loading and discharging cargo. Owner warrants that the Vessel has all the requisite
                                         equipment to do so, without any modifications. In the event that a modification to the
                                         Vessel becomes necessary as a result of a Change in Law or is required by the Classification
                                         Society, this shall be addressed in accordance with Clause 9 (Operation) of the Agreement.



 


		(c)	Where
                                         Charterer wishes to order the Vessel to a terminal not listed as compatible with the
                                         Vessel in table 22 (“List of Compatible LNG Terminals”) in Gas Form C in
                                         Schedule 1 of the Agreement, then Owner shall promptly take the steps required to
                                         ascertain whether the Vessel is compatible. This shall include acting expeditiously in
                                         the exchange of information with the terminal in question and undertaking mooring, or
                                         any other studies, as required. Charterer shall support Owner where required in communicating
                                         with cargo receivers with a view to expediting this process. Where Owner ascertains that
                                         modifications would be required to ensure the compatibility of the Vessel, the reasonable
                                         cost and time of the required modifications shall, subject to Charterer’s approval,
                                         be for Charterer’s account.



 


		4.	Drugs
                                         and Alcohol



 


		(a)	Owner
                                         warrants that it has in force an active policy which meets or exceeds the standards set
                                         out in the “Guidelines for the Control of Drugs and Alcohol On Board Ship”
                                         as published by OCIMF June 1995 (or any subsequent modification, version, or variation
                                         of these guidelines) and that this policy will remain in force throughout the Term. Owner
                                         will exercise due diligence to ensure the policy is complied with.



 


		(b)	Persons
                                         who test positive under the aforementioned Guidelines, or refuse to be tested, or are
                                         unfit for duty (being impaired because of drug or alcohol use), shall be removed promptly
                                         from the Vessel for the remainder of the Term.



 


		5.	Incident
                                         Reporting



 


Owner
shall immediately report to Charterer any incident of environmental damage, any unforeseen activity or event which could have
led to environmental damage, a spillage of oil or cargo on deck or into water, release or venting of hydrocarbons, breaches or
potential breaches of environmental regulations, or complaint from local groups or organisations, including from enforcement agencies
or individuals.


 






    Page 9 of 54


     


    

 


		6.	Vessel
                                         Inspection



 


		(a)	Charterer
                                         shall have the right to undertake an inspection of the Vessel at any time during the
                                         Term as it considers necessary. This right may be exercised as often and at such intervals
                                         as Charterer in its absolute discretion may determine and whether the Vessel is in port
                                         or on passage.



 


		(b)	Owner
                                         shall afford all necessary co-operation and accommodation on board and any inspection
                                         carried out by Charterer shall be made without interference with, or hindrance to, the
                                         Vessel’s safe and efficient operation.



 


		(c)	Neither
                                         the exercise nor the non-exercise, nor anything done or not done in the exercise or non-exercise
                                         by Charterer of such right shall in any way reduce the master’s or Owner’s
                                         authority over, or responsibility to Charterer or third parties, for the Vessel and every
                                         aspect of her operation, nor increase Charterer’s responsibilities to Owner or
                                         third parties for the same.



 


		(d)	Charterer
                                         shall not be liable for any act, neglect or default by themselves, its servants or agents
                                         in the exercise or non-exercise of its right of inspection.



 


		(e)	Any
                                         cost incurred by such inspection shall be for Charterer’s account provided such
                                         costs have been disclosed to, and approved by Charterer in advance.



 


		(f)	Any
                                         inspection shall be limited to a maximum of two persons and any overnight stays shall
                                         be subject to the terms as set out in Clause 19 (Supernumeraries) of the Agreement.



 


		(g)	Owner
                                         shall ensure that all visitors to the Vessel (including their own subcontractors) shall
                                         receive a briefing and information on the parts of the safety management system relevant
                                         to their visit, and shall comply with Owner’s Health, Safety, Security, and Environmental
                                         policies and procedures during the visit.



 


		(h)	Charterer
                                         and its agents shall sign an “Indemnity Agreement for Boarding Vessel” in
                                         the format shown in Attachment B (Indemnity Agreement for Boarding Vessel), in order
                                         to obtain permission to board the Vessel.



 


		7.	Geographical
                                         Trading Limits



 


		(a)	Owner
                                         agrees to let and Charterer agrees to hire the Vessel for the purpose of carrying LNG
                                         in any part of the world as Charterer shall direct, subject to the limits of the current
                                         International Navigating Conditions Area Limits, and any subsequent amendments thereof.
                                         Notwithstanding the foregoing, but subject to Clause 42 (War Risks), Charterer may order
                                         the Vessel beyond such limits provided that Owner consents thereto (such consent not
                                         to be unreasonably withheld), and that Charterer shall pay for any additional insurance
                                         premium required by the Vessel’s underwriters as a consequence of such order.



 


		(b)	At
                                         all times during this Agreement Owner warrants that:



 


		(i)	the
                                         Vessel shall be in all respects eligible under all applicable conventions, laws and regulations
                                         for trading to and from the ports and places permitted under this Clause
7 (Geographical Trading Limits), and shall not be prevented from doing so for any reason whatsoever (except as otherwise provided
in Clause 3 (Safe Places and Compatibility); and



 


		(ii)	the
                                         Vessel shall comply with all applicable conventions, laws, rules and regulations of any
                                         international, national, state or local government entity having jurisdiction and shall
                                         have on board for inspection by the authorities all necessary certificates, records,
                                         letters and other documents evidencing such compliance including, but not limited to,
                                         certificates evidencing compliance with international standards, SOLAS 1974, as amended,
                                         and MARPOL 1973/1978.



 






    Page 10 of 54


     


    

 


		(c)	Notwithstanding
                                         anything to the contrary herein, nothing in the Agreement is intended, and nothing herein
                                         should be interpreted or construed, to induce or require either Party hereto to act or
                                         refrain from acting (or agreeing to act or refrain) in any manner which is inconsistent
                                         with, penalised or prohibited under any laws, regulations or decrees of the United Kingdom,
                                         European Union or the United States of America or other official government rules or
                                         requirements applicable to such Party which relate to foreign trade controls, export
                                         controls, embargoes or international boycotts of any type, or otherwise to conflict with
                                         Clause 22 (Requisition) of the Agreement.



 


		8.	Instructions
                                         and Logs



 


		(a)	Charterer
                                         shall from time to time give the Master all requisite instructions and sailing directions,
                                         confirmed in writing (or by email). The Master shall keep a full and correct log of the
                                         voyage or voyages which Charterer or its agents may inspect as required. The Master shall,
                                         when required, furnish Charterer or its agents with a true copy of such log and with
                                         properly completed loading and discharging port sheets and voyage reports for each voyage
                                         and other returns as Charterer may require. The Vessel will be fitted with a computer
                                         capable of maintaining and transmitting logs and other shipboard documents (including
                                         attachments) by email, at Owner’s expense, as required by Charterer.



 


		(b)	Owner
                                         may request that they are copied in on all orders and messages to the Master.



 


		(c)	The
                                         Master shall provide any ETA notices, at any given intervals, as required by Charterer.



 


		(d)	A
                                         controlled copy of Charterer’s Instructions will be emailed to, or otherwise placed
                                         on board the Vessel. The standing instructions in this document shall be followed by
                                         the Master. If the Master or Vessel cannot comply with such Instructions, then the Master
                                         or Owner shall immediately notify Charterer. In the event of any conflict between the
                                         Instructions and this Agreement, this Agreement shall prevail.



 


		(e)	Subject
                                         to Clause 8 (Shipboard Personnel and their Duties) of the Agreement, and except in the
                                         particular case of dangers from piracy, where the terms of Clause 44 (Piracy) herein
                                         shall apply, Owner undertakes to instruct the Master to comply with Charterer’s
                                         policy regarding routing as may be communicated in writing. The Master may follow alternative
                                         routings provided that, if in his opinion, adherence to Charterer’s policy would
                                         endanger the Vessel under the given circumstances prevailing on any particular voyage.
                                         In any event the Master shall always keep Charterer informed of his intended routing.



 






    Page 11 of 54


     


    





  


		(f)	Owner shall be responsible for any time, cost, delay or loss whatsoever and arising howsoever from
the Vessel deviating from Charterer’s voyage instructions. If a discrepancy arises at any terminal between Charterer’s
voyage instructions and instructions from the terminal, the Master shall notify Charterer immediately and in any event before loading
or discharging as the case may be, to obtain further instructions which Charterer shall provide as soon as reasonably possible.
Owner shall not be responsible for any time lost awaiting response from Charterer. Owner shall be responsible for any resultant
or additional expenses arising from non-compliance with this Clause 8 (Instructions and Logs).



 


		9.	Weather Routeing



 


Charterer may supply an independent
weather bureau’s advice to the Master for voyages as specified by Charterer during the Term. The Master shall comply with
the advice and reporting procedures of the routing service selected by Charterer. Evidence of weather conditions shall be taken
from the Vessel’s logs and the independent weather bureau’s reports. In the event of a discrepancy between the deck
logs and the independent weather bureau’s reports, the independent weather bureau’s data shall prevail.


 


		10.	Ice



 


		(a)	The Vessel shall not be sent to icebound waters without Owner’s prior consent, acting reasonably,
and shall not be, or become, obliged to force ice or to follow ice-breakers. Irrespective of Owner’s approval, if the port
at which the Vessel is ordered by Charterer is or will, prior to the anticipated port call, become inaccessible owing to ice, and
the Master has notified Charterer, then Charterer shall be bound to order the Vessel to an alternative port that is free from ice
and at which the Vessel can load or discharge the cargo.



 


		(b)	If, on account of ice, the Master reasonably considers it dangerous for the Vessel to enter or
remain at any place for fear of the Vessel being frozen in or damaged, and the Master so advises Charterer, Charterer shall provide
the Master with orders to proceed to an alternative port that is free from ice. If no orders are received by the Master from Charterer
prior to the time when the Master must deviate to avoid ice, the Master shall proceed to the nearest safe ice-free anchorage to
await further orders from Charterer.



 


		(c)	Any delay or deviation caused by or resulting from ice shall be for Charterer’s account and
the Vessel shall remain on-hire.



 


		(d)	Any additional premiums or calls required by the Vessel’s underwriters due to the Vessel
entering or remaining in any icebound port or area shall be for Charterer’s account.



 


		11.	Ship to Ship Transfers



 


		(a)	Charterer may request Owner to perform a transhipment of the cargo or any part of it, including
transfers of cargo for lightering purposes, for loading and discharging LNG alongside an FSU, FSRU, or an FLNG, or offshore, or
while the Vessel is at sea. Owner shall only be required to perform such an operation where:



 


		(i)	the proposed vessel, terminal, or facility, to or from which the cargo or part of it is to be transhipped,
and any contractors proposed to assist in the conduct of the operation, are approved by Owner,
whose approval shall not be unreasonably withheld; and



 






    Page 12 of 54


     


    

 


		(ii)	Owner reasonably considers (based on a documented ship-to-ship risk assessment study to be issued
by Owner promptly and before the proposed transhipment) the proposed transhipment operation to be one which can be conducted safely
taking into account the environment and the safety of the crew, cargo and Vessel.



 


		(b)	If the cargo is transhipped, the transhipment operation shall be carried out in accordance with
the latest recommendations for ship to ship transfer operations as contained in the Ship to Ship Transfer Guide for Petroleum,
Chemicals and Liquefied Gases, 2013 jointly published by CDI, ICS, OCIMF and SIGTTO, as amended from time to time, in addition
to any procedures reasonably required by Charterer.



 


		(c)	Any additional equipment required for transhipment operations, besides the Vessel’s equipment
as listed in Gas Form C in Schedule 1 of the Agreement, shall be arranged by Owner, and be for the account of Charterer. The
time and costs for any Vessel modification required and any additional equipment, including hoses, fenders, reducers, saddles and
other associated equipment, shall be for Charterer’s account. Such equipment shall remain on board during the Term and shall
be removed from the Vessel by Charterer at its discretion and cost prior to Redelivery. Owner shall permit, at Charterer’s
expense, up to five (5) representatives of Charterer on board to observe operations, noting that all such operations will always
be carried out by, and be the responsibility of, Owner. Such representatives shall comply with the terms of Clause 19 (Supernumeraries)
of the Agreement, save for the number of representatives allowed on board.



 


		(d)	If Owner is obliged to extend any of its existing insurance policies to cover any transhipment
operation it shall present documentation to Charterer evidencing Owner’s P&I or other insurers’ requirement to
extend cover that incurs an additional premium and detailing the costs of the same, and Charterer shall reimburse Owner for any
reasonable additional premium required.



 


		(e)	For the avoidance of doubt LNG cargo operations to or from vessels across a dock or jetty shall
fall within the definition of “Safe Place” within Clause 3 (Safe Places and Compatibility) herein, and for the purpose
of this Appendix 1 such cargo operations shall be deemed as being at an LNG terminal and this Clause 11 (Ship to Ship Transfers)
shall not apply.



 


		12.	Trading to Europe EU: Advance Cargo Declaration



 


		(a)	If the Vessel loads cargo in any EU port or place destined for a port or place outside the EU,
or loads cargo outside the EU destined for an EU port or place, or is passing through EU ports or places in transit, Owner shall
comply with the current EU Advance Cargo Declaration Regulations (Security Amendment to the Community Customs Code, Regulations
648/2005; 1875/2006; and 312/2009) or any subsequent amendments thereto, and shall undertake the role of carrier for the purposes
of such regulations and shall, in its own name, and at its own time and expense:



 


		(i)	have in place an EORI (Economic Operator Registration and Identification) number; and



 






    Page 13 of 54


     


    

 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		(ii)	submit an ENS (Entry Summary Declaration) cargo declaration electronically to the EU Member States’
Customs prior to the first port of call in the EU under this Agreement.



 


		(b)	Charterer shall provide all necessary information to Owner or its agents to enable Owner to submit
a timely and accurate cargo declaration.



 


		(c)	Charterer shall assume liability for, and shall indemnify, defend and hold Owner harmless against
any loss or damage whatsoever, or expenses, fines, penalties and all other claims of whatever nature, including but not limited
to legal costs, arising directly from Charterer’s failure to comply with the provisions of sub-clause (b) above. Should such
failure result in any delay then notwithstanding any provision in this Agreement to the contrary, the Vessel shall remain on hire.
Such liability shall be limited in value to ***** percent (*****%)
of the delivered value of the cargo carried on board and shall terminate at 24:00 hours on the day *****
(*****) calendar months after the date of discharge unless, prior
to that time, written notice of a claim pursuant to this indemnity has been received by Charterer.



 


		(d)	Owner shall assume liability for, and shall indemnify, defend and hold Charterer harmless against
any loss or damage whatsoever, and any expenses, fines, penalties and all other claims of whatever nature, including but not limited
to legal costs, arising from Owner’s failure to comply with any of the provisions of sub-clause (a) above. Should such failure
result in any delay then, notwithstanding any provision in this Agreement to the contrary, the Vessel shall be off-hire for the
period of that delay.



 


		(e)	The assumption of the role of carrier by Owner pursuant to this Clause 12 (Trading to Europe EU:
Advance Cargo Declaration), and for the purpose of the EU Advance Cargo Declaration Regulations, shall be without prejudice to
the identity of the carrier under any Bill of Lading, other contract, law or regulation.



 


		13.	Trading to the United States of America or Canada: Customs



 


		(a)	If the Vessel loads in, or carries cargo destined for, the US or Canada, or is passing through
US or Canadian ports in transit, Owner shall comply with the current U.S. Customs Regulations (19 CFR 4.7), or the Canada Border
Services Agency Regulations (Memorandum D3-5-2), or any subsequent amendments thereto, and shall undertake the role of carrier
for the purposes of such regulations and shall, in its own name, and at its time and expense:



 


		(i)	have in place a Standard Carrier Alpha Code (“SCAC”) or Canadian Customs Carrier Code;



 


		(ii)	have in place for US trade an International Carrier Bond (“ICB”); and



 






    Page 14 of 54


     


    

 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		(iii)	submit a cargo declaration by Automated Manifest System (“AMS”) to the U.S. Customs.
or by Automated Commercial Information (“ACI”) to the Canadian customs.



 


		(b)	Charterer shall provide all necessary information to Owner or its agents to enable Owner to submit
a timely and accurate cargo declaration.



 


		(c)	Charterer shall assume liability for and shall indemnify, defend and hold harmless Owner against
any loss or damage whatsoever, and any expenses, fines, penalties and all other claims of whatever nature, including but not limited
to legal costs, arising directly from Charterer’s failure to comply with the provisions of sub-clause (b) above. Should such
failure result in any delay then notwithstanding any provision in this Agreement to the contrary, the Vessel shall remain on hire.
Such liability shall be limited in value to ***** percent (*****%)
of the delivered value of the cargo carried on board and shall terminate at 24:00 hours on the day *****
(*****) calendar months after the date of discharge unless, prior
to that time, written notice of a claim pursuant to this indemnity has been received by Charterer.



 


		(d)	Owner shall assume liability for and shall indemnify, defend and hold harmless Charterer against
any loss or damage whatsoever and any expenses, fines, penalties, and all other claims of whatever nature, including but not limited
to legal costs, arising from Owner’s failure to comply with the provision of sub-clause (a) above. Should such failure result
in any delay then, notwithstanding any provision in this Agreement to the contrary, the Vessel shall be off-hire for the period
of that delay.



 


		(e)	The assumption of the role of carrier by Owner pursuant to this Clause 13 (Trading to the United
States of America or Canada: Customs) and for the purpose of the U.S. Customs Regulations (19 CFR 4.7), or Canada Boarder Services
Agency Regulations (Memorandum D3-5-2), shall be without prejudice to the identity of the carrier under any Bill of Lading, other
contract, law or regulation.



 


		14.	Trading to the United States of America: Compliance



 


If the Vessel loads in, or carries cargo
destined for, the US, the following terms shall apply.


 


		(a)	The Vessel shall comply fully with all applicable US Federal law, US Department of Labor Safety
and Health Regulations, U.S. Coast Guard and State laws, rules, orders, regulations, guidelines and circulars now in effect and
which may be promulgated (and subsequent amendments and successors thereto) including, but not limited to, the following provisions
relating to maritime safety and oil pollution response:



 


		(i)	the U.S. Federal Water Pollution Control Act as amended by the Clean Water Act of 1977 (Water Pollution);



 


		(ii)	the U.S. Oil Pollution Act of 1990 and the governmental regulations issued thereunder (“OPA
90”);



 






    Page 15 of 54


     


    

 


		(iii)	the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980;



 


		(iv)	the U.S. Port and Tanker Safety Act;



 


		(v)	the U.S. Coast Guard Navigational and Vessel Inspection Circular No. 8-92; and



 


		(vi)	the Code of Federal Regulations.



 


		(b)	The Vessel shall have on board throughout the Agreement all certificates or other applicable documentation
required under the said laws, rules, orders, regulations, guidelines and circulars evidencing such compliance, including, but not
limited to:



 


		(i)	U.S. Coast Guard Certificate of Financial Responsibility for Oil Pollution (“COFR”);
and



 


		(ii)	U.S. Coast Guard Certificate of Compliance (“CoC”), as set out in sub-clause (e) below.



 


		(c)	Prior to Delivery, Owner or Technical Managers shall have in place a response plan for the Vessel
(“VRP”) approved by the U.S. Coast Guard. The VRP shall meet in full the requirements of OPA 90 and of the U.S. Coast
Guard. The Vessel shall at all times be operated in accordance with the VRP. Charterer shall reimburse Owner for all port specific
OPA 90 charges (including, but not limited to, additional premium to maintain P&I cover) directly incurred by the Vessel calling
at ports in the US in accordance with Charterer’s orders. Requirements of a similar nature imposed by other countries after
the date of this Agreement shall be treated in the same way.



 


		(d)	To the extent that the Vessel does not at any time comply with any U.S. Coast Guard regulation
now in effect or to be promulgated, all necessary waivers will be upheld. Owner will advise Charterer of all such waivers, including
period of validation, and reasons for the waiver.



 


		(e)	Owner shall ensure that the Vessel is free to trade to the US and if a CoC, as required in US waters,
is not available at the commencement of the Agreement then an inspection shall be carried out prior to arrival at the first US
port or on arrival at the first US port. Any delay incurred carrying out this initial inspection that exceeds twenty-four (24)
hours shall be deemed off-hire. Charterer shall provide sufficient notice to Owner to allow Owner to comply with the rules and
regulations in any US ports.



 


		(f)	Owner is required to install an Automatic Identification System Pilot Plug as defined by SOLAS
regulations.



 


		(g)	The Vessel shall be off-hire for any time lost due to a breach of this Clause 14 (Trading
to the United States of America: Compliance) and any delays, losses, expenses or damages incurred due to such breach (including
bunkers used and Boil-Off shall be for Owner’s account.



 






    Page 16 of 54


     


    

 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		15.	Trading to Japan



 


		(a)	Owner shall arrange for Social Responsibility Insurance to be in place prior to calling at any
Japanese ports. Charterer shall reimburse Owner with the applicable insurance premium, upon Charterer’s receipt of documentation
evidencing the same.



 


		(b)	Where so required by Charterer, Owner shall ensure that the Vessel’s CTMS and cargo tank
tables comply in all respects with the requirements of the Japanese Customs Authorities, the Classification Society Nippon Kaiji
Kyokai, and any other relevant authorities in Japan having jurisdiction over the measurement or discharge of LNG in Japan. If no
customs approval is in place Owner shall, upon receipt of notice from Charterer of an intention to call at a port in Japan, immediately
take steps to obtain such customs approval.



 


		16.	Terminal Rules and Conditions of Use



 


		(a)	The Vessel shall comply with any Terminal Rules as presented at any port of call.



 


		(b)	Owner shall sign any Conditions of Use (“COU”) agreement, Port Liability Agreement
(“PLA”), or similar required at a load port or discharge port. Owner shall not be required to order the Vessel to enter
into any port or terminal whereby a COU, or PLA, or equivalent, would prevent Owner from obtaining appropriate cover from the Vessel’s
P&I Club. Any reasonable and documented additional insurance premium required as a result of agreeing to terms within such
COU or PLA shall be for Charterer’s account and payable upon Owner presenting documentation to Charterer evidencing Owner’s
P&I, or other insurers’ requirement for an additional premium and detailing the cost of same.



 


		17.	Space Available, Cargo Capacity, Contamination



 


		(a)	The whole reach, burthen and decks on the Vessel and any passenger accommodation (including Owner’s
suite) shall be at Charterer’s disposal, reserving only proper and sufficient space for the Vessel’s Master, officers,
crew, tackle, apparel, furniture, provisions and stores, provided that the weight of stores on board shall not, unless especially
agreed, exceed ***** (*****)
metric tonnes at any time during the Term.



 


		(b)	Owner warrants that the Vessel shall have the Cargo Capacity, and shall be capable of safely undertaking
any voyage that Charterer directs under this Agreement, with her cargo tanks loaded in an amount within the tolerances permitted
by the Classification Society, Vessel builder and cargo containment manufacturer. Charterer agrees not to cause the Vessel to be
nominated for the loading of cargo outside the limits specified by the Classification Society, or the laws or regulations of the
Vessel’s country of registry, or the Vessel builder, or the containment manufacturer which, among other consequences, might
result in damage to the cargo tanks or their insulation by reason of the movement of liquid in the cargo tanks. Furthermore Charterer
shall not give voyage orders such that, due to Boil-Off, cargo levels do not remain within such limits for the duration of any
voyage.



 






    Page 17 of 54


     


    

 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		(c)	If for any reason the Cargo Capacity of the Vessel is reduced, or where the Vessel loads a lesser
quantity than that instructed by Charterer, and such instruction was within the permissible tolerances, then notwithstanding Clause 2(b)
(Duty to Maintain while in LNGC Mode), Charterer shall have the option of putting the Vessel off-hire or using the Vessel. If Charterer
use the Vessel then hire shall be reduced pro rata to the reduction in the Vessel’s Cargo Capacity, and this shall apply
from the commencement of loading at the loading port until the Vessel is again ready to load at the next loading port without such
reduction in Cargo Capacity. For the avoidance of doubt if for any reason the Cargo Capacity of the Vessel is reduced, or where
Vessel loads a lesser quantity than that instructed by Charterer, and such instruction was within the permissible tolerances, Owner
shall also be liable for any loss or damage suffered by Charterer.



 


		(d)	The LNG loaded and shipped as cargo under this Agreement shall not contain contaminants or foreign
matter injurious to the Vessel and her equipment and machinery. Any damage to the Vessel directly caused by the presence of contaminants
or foreign matter in the LNG loaded, and the time taken to repair such damage, shall be for Charterer’s account.



 


		18.	Grade of Bunkers



 


The Parties shall supply fuel oil whose
properties comply with those set out in ISO Standard 8217:2012 and any subsequent amendments for RMG380 and RMD80 and gas oil whose
properties comply with the ISO standard for DMA. If Owner requires the Vessel to be supplied with more expensive bunkers than contemplated
by Clause 5.1 (b) (Bunkers and Heel) of the Agreement, Owner shall be liable for the extra cost thereof.


 


Any bunkering operations, including the
location and equipment used, are subject to Owner’s approval, and such approval shall not be unreasonably withheld.


 


At Charterer’s request, Owner shall
arrange for the retention of properly sealed and identified samples of each grade of fuel received for any given bunkering operation,
and shall hold same, subject to Charterer’s written instructions, for *****
(*****) days.


 


		(a)	Should Charterer trade the Vessel into a SOx Emission Control Area (“ECA”) either as
defined in Annex VI of MARPOL, or where national legislation imposes an ECA, or into a Member State of the EU where EU Directive
2005/33/EC of 6th July 2005 (the “Directive”) is in force, then Charterer shall supply fuels:



 


		(i)	of such specifications and grades, sufficient for the Vessel’s needs whilst in the restricted
area, that are compliant with the maximum sulphur content requirements of the ECA or Directive as applicable, except that in the
case of the Directive Charterer shall only be obliged to supply compliant gas oil, and in the case of the ECA, Boil-Off,
ultra-low sulphur fuel oil, marine gas oil, or ultra-low sulphur marine gas oil; and



 






    Page 18 of 54


     


    

 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


  


		(ii)	from bunker suppliers who comply with Regulations 14 and 18 of MARPOL Annex VI, including the Guidelines
in respect of sampling and the provision of bunker delivery notes.



 


		(b)	Owner warrants, in the event the Vessel trades in an ECA, or into a Member State of the EU, that
the Vessel:



 


		(i)	complies with the requirements of the ECA, Regulations 14 and 18 of MARPOL Annex VI, and any other
national legislation imposing an ECA, or the Directive as applicable;



 


		(ii)	is able to consume fuels of the required maximum sulphur content when ordered by Charterer to trade
within an ECA or in a Member State of the EU in which the Directive applies; and



 


		(iii)	will provide segregated storage and pipework for this fuel.



 


		(c)	Subject to having supplied the Vessel with fuels in accordance with this Clause 18 (Grade of Bunkers),
Charterer shall not be liable for any loss, delay, fines, costs or expenses arising or resulting from the Vessel’s non-compliance
with Regulations 14 and 18 of MARPOL Annex VI, or other national legislation imposing an ECA, or the Directive, or any subsequent
annex or directive.



 


		19.	Quantity Determination of Bunkers and Heel



 


		(a)	Whenever in LNGC Mode, the Vessel shall operate with at least a quantity of bunkers or Fuel Oil
Equivalent on board, sufficient to safely prosecute each voyage. This amount shall be in addition to a safety reserve of fuel oil
which would enable the Vessel to steam at the Service Speed for no less than *****
(*****) days.



 


		(b)	[Not in use]



 


		(c)	Either Owner or Charterer may request the other Party, within *****
(*****) days of a bunkering operation, or during the period in
which a claim is allowed, whichever the sooner, to provide the certificate of quality or bunker survey data at the time of supply,
to verify the quality of the bunkers on board.



 


		(d)	The Parties shall provide documentation, including copies of original invoices, in support of any
fuel price or, where the terms of a cargo sale permits, the LNG Price, if requested to do so.



 


		(e)	The Vessel shall be entitled to use Natural Boil-Off from the LNG being transported at no cost
to Owner.



 






    Page 19 of 54


     


    

 


		20.	Gas-Up, Cool-Down, LNG Retention



 


		(a)	Unless Charterer stipulates otherwise, Owner shall retain on board the Vessel, following completion
of discharge, sufficient Heel (which will be agreed with Charterer) to enable the Vessel to arrive at the next load port in a cold
and ready to load condition and to remain in that condition for not less than twenty-four (24) hours after arrival or after the
nominated load date whichever the later.



 


		(b)	Subject to sub-clauses (c) and (d) below, if the Vessel presents for loading at any load port or
terminal with tank temperatures other than that which would allow bulk loading to commence within half (1⁄2) an hour of cooling
of the loading arms, then any time lost as a consequence thereof, including without limitation any time lost in additional cooling
of tanks prior to loading, shall count as off-hire and the cost of any LNG supplied for such additional cooling shall be paid for
by Owner at the LNG Price.



 


		(c)	Charterer shall provide and pay for LNG required for cooling the Vessel’s cargo tanks and
handling systems to the temperatures necessary to commence loading, only in the following circumstances:



 


		(i)	where the Parties have agreed to deliver the Vessel with cargo tanks under natural gas vapours,
or in an inert condition, and that the Vessel shall remain on-hire during the necessary Gas-Up and Cool-Down. In such case the
Parties shall agree the hours allowed for such operations and enter them either separately, or in aggregate, in Gas Form C in Schedule 1
of the Agreement. If the period for either Gas-Up or Cool-Down, or for both operations together, exceeds the hours there
shown, for reasons attributable to the Vessel, then the Vessel shall be off-hire for time in excess of the agreed hours;



 


		(ii)	in the event that the quantity of Heel retained on board pursuant to sub-clause (a) above is not
sufficient to enable the Vessel to arrive at the next loading port in a cold and ready to load condition, unless such insufficiency
is the result of an act or omission on the part of Owner or fault of the Vessel or Master;



 


		(iii)	if LNG is required by reason of strikes, quarantine restrictions, seizure under legal process,
restraint of labour, (none of which arise in connection with the Vessel or crew); an act of God, act of war, lock outs, civil unrest;



 


		(iv)	if LNG is required by reason of any Excluded Period as defined in Article 2(b) (Ordered Speed)
of Attachment A (Performance Calculations), or by reason of Charterer changing the SAT whilst on the ballast passage, or by reason
of Charterer ordering the Vessel to steam at any speed other than at a Guaranteed Speed;



 


		(v)	after any underwater cleaning ordered under Clause 30 (Hull Fouling) herein, or after the Vessel
has been withdrawn from service at the request or convenience of Charterer, and as a result of which the Vessel has warmed up or
is gas-free; or



 


		(vi)	where the want of LNG is caused by Charterer’s breach of the Agreement.



 






    Page 20 of 54


     


    

 


		(d)	In all other circumstances Charterer shall provide and Owner shall pay for LNG required for cooling
the Vessel’s cargo tanks. Owner shall pay at the LNG Price. Such circumstances shall include, but not be limited to:



 


		(i)	following periods of off-hire;



 


		(ii)	following periodical drydocking under Clause 32 (Drydock) herein;



 


		(iii)	where Charterer instructs the Vessel after a drydock at an offered port under Clause 32 (Drydock),
to take LNG for purposes of gassing-up or cooling-down at any port other than the first scheduled loading port then all costs associated
with the port call shall be borne by Charterer, and Owner will remain liable for LNG or gas purchased for Gas-Up and Cool-Down,
and any time spent undertaking these operations; or



 


		(iv)	where the want of LNG is caused by Owner’s breach of the Agreement.



 


		(e)	Natural gas vapours remaining in cargo tanks at Redelivery shall be at no cost to Owner.



 


		21.	Boil-Off and Heel Management



 


		(a)	The Vessel’s guaranteed maximum daily Boil-Off rates shall be as shown in Gas Form C in Schedule 1
of the Agreement. In addition:



 


		(i)	on a laden passage, where not all cargo tanks are used, the maximum warranted daily laden Boil-Off
shall be pro-rated by the number of cargo tanks being used; and



 


		(ii)	on a ballast passage, where the previous voyage was partially laden and not all cargo tanks were
used, the maximum warrantied daily ballast Boil-Off shall be pro-rated by the ratio of the number of cargo tanks previously used
to the total number of cargo tanks.



 


		(b)	Charterer may request the Vessel to consolidate Heel in one or more tanks and spray-cool as necessary
in a manner consistent with Owner’s or Charterer’s requirements so as to maximise the use of the available Boil-Off
for propulsion. The Vessel shall use due diligence to avoid the generation of any excess Boil-Off.



 


		(c)	Without prejudice to any of Owner’s or Charterer’s obligations under this Clause 21
(Boil-Off and Heel Management), if Owner intends to order spray-cooling at any time during the Term, they shall do so only after
discussing with Charterer the reasons and technical basis for doing so.



 


		(d)	Except where otherwise required pursuant to Charterer’s orders, Owner shall exercise due
diligence to minimise any steam dumping of Boil-Off during periods of low fuel demand. The Vessel shall be capable of operating
without venting, and any venting shall be reported immediately.



 


		(e)	Charterer, or a sub-charterer, shall provide and pay for all Boil-Off, which in accordance with
Charterer’s instructions, shall be used as fuel. In respect of Boil-Off consumed for Owners’ purposes this
will be charged on each occasion by Charterer at the LNG Price, but always subject to Clause 20 (Gas-Up, Cool-Down, LNG Retention).
Boil-Off shall be for Owners’ account in the case where such items are consumed, employed or incurred for Owners’ purposes,
or the Vessel is off-hire, unless such items reasonably relate to any service given or distance made good and taken into account
under Clause 31 (Off-Hire).



 






    Page 21 of 54


     


    

 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


  


		22.	Cargo and Heel Measurement



 


For the purposes of measuring cargo volumes
loaded and discharged the Master shall ascertain the contents of all tanks before and after loading and before and after discharge,
and shall prepare custody transfer reports of the cargo on board using the Vessel’s CTMS. Such CTMS reports shall promptly
be made available to Charterer or its agents. Each report shall show tank volumes corrected for trim and list, and the representative
temperatures of the cargo in each tank. All quantities shall be expressed in cubic metres (m3) and corrected to minus
one hundred and sixty degrees Celsius (-160oC).


 


		(a)	The Heel volume on loading, at the end of a ballast voyage, shall be the volume of LNG contained
in the Vessel’s cargo tanks measured promptly before the opening of the Vessel’s manifold vapour return valve.



 


		(b)	The cargo volume after loading at the start of a laden voyage shall be the volume of LNG contained
in the Vessel’s cargo tanks measured immediately after the closing of the Vessel’s manifold vapour return valve in
the loading port, and prior to the opening of the gas supply valve to the engine room.



 


		(c)	The cargo volume upon commencement of discharge, at the end of a laden voyage, shall be the volume
of LNG contained in the Vessel’s cargo tanks measured immediately after closing the gas supply valve to the engine room and
before the opening of the Vessel’s manifold vapour return valve.



 


		(d)	The Heel volume remaining on board after completion of discharge, prior to a ballast voyage, shall
be the volume of LNG contained in the Vessel’s cargo tanks measured immediately after the closing of the Vessel’s manifold
vapour return valve in the discharging port, and, where applicable, prior to the opening of the gas supply valve to the engine
room.



 


		23.	Cargo Transfer Inspection and System Calibration



 


		(a)	Charterer may, at its option and expense, place a cargo transfer inspection representative on board
to observe preparation for loading or discharging of cargo during periods when the Vessel is in port. Such representative will
not under any circumstances order or direct the taking of any particular action by the Vessel or crew or interfere in any way with
the Master’s exercise of his authority. Such representative shall sign an “Indemnity Agreement for Boarding Vessel”
in the format shown in Attachment B (Indemnity Agreement for Boarding Vessel), in order to obtain permission to board the Vessel.



 


		(b)	The CTMS shall undergo a calibration check by a recognised calibration company at intervals of
no more than ***** (*****)
months. This check shall include a full calibration of the primary gauging system,
secondary gauging system, in tank temperature monitoring system, tank pressure monitoring system, and independent high-level tank
alarms. The calibration check shall be done without entry into cargo tanks unless the tank in question is gas free. Owner shall
make available to Charterer the calibration check reports and certification.



  






    Page 22 of 54


     


    

 


 



 


		(c)	The Vessel’s CTMS shall have the functionality to change unit settings such that different,
but equivalent, units of measurements are shown for pressure readings on any reports. Further the CTMS shall have the functionality
to alter the number of decimal places and the rounding protocol for all readings and measurements taken, and the zero setting for
volume and temperature at given parameters. This shall be done to allow Charterer to meet differing sales and purchase agreements,
or as required by terminal procedures.



 


		24.	Vapour Pressure, Cargo Temperature



 


		(a)	Owner undertakes that the Vessel will arrive at each discharge port or terminal with the Vessel’s
tanks, lines and cargo in such a condition that the vapour pressure in the Vessel’s cargo tanks meets the requirements of
the discharging port or terminal as notified in a timely manner by Charterer to Owner (“Notified Vapour Pressure”)
provided that the Notified Vapour Pressure is within the Vessel’s allowable operating ranges as specified in the Vessel’s
Certificate of Fitness.



 


		(b)	Owner will follow the notification received from Charterer and will not allow vapour pressure to
increase beyond the Notified Vapour Pressure, provided the Notified Vapour Pressure is within the Vessel’s allowable operating
ranges as specified in the Vessel’s Certificate of Fitness. If the Vessel on arrival at the discharge port is unable to commence
discharging without delay as a consequence of the vapour pressure in the Vessel’s cargo tanks being in excess of the Notified
Vapour Pressure, then any time lost shall count as off-hire. This provision shall not apply where the vapour pressure on completion
of loading, which shall be the vapour pressure measured after the closing of the Vessel’s manifold vapour return valve in
the loading port, and before the opening of the gas supply valve to the engine room, in accordance with Clause 22(b)(Cargo and
Heel Measurement), was in excess of the Notified Vapour Pressure.



 


		(c)	Charterer may require the Vessel to manage Boil-Off by causing an increase in the vapour pressure
of the cargo tanks. Notwithstanding the terms of sub-clauses (a) and (b) above, if as a consequence of this action the cargo temperature
rises, then, provided the Master keeps Charterer promptly informed on an ongoing basis of the relevant tank vapour pressures and
cargo temperatures, Owner shall not be liable for any delay at discharge port caused as a result of the cargo temperature being
higher than that required by the receiving terminal.



  



    Page 23 of 54


     


    

 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		25.	Cargo Receiving and Discharging Rates



 


		(a)	Owner warrants that the Vessel shall have a bulk cargo receiving rate of no less than *****cubic
metres (*****m3) per hour with a specific gravity of
cargo no greater than ***** (*****),
provided that the terminal is capable of receiving all return vapour from the Vessel that may be generated whilst receiving cargo
at this rate. Time for connecting, disconnecting, cooling down, topping up, and custody transfer measurement shall be excluded
from the calculation of this warranty.



 


		(b)	Owner warrants that the Vessel shall be able to discharge a full cargo according to the bulk discharge
time and at the given back pressure at the discharge flange shown in table 9, “Cargo Discharge” of Gas Form C in Schedule 1
of the Agreement, excluding the time for connecting, disconnecting, cooling down, starting up pumps, ramping-up, ramping-down for
stripping at end of discharge, stripping, and custody transfer measurement. This pumping warranty shall be valid provided that
the discharge terminal is capable of receiving LNG at such rate and back pressure, utilising a minimum of two liquid unloading
arms. The terminal must be capable of providing sufficient return vapour to the Vessel to compensate for the displacement of the
LNG being discharged from the Vessel.



 


		26.	Ballast Water Treatment



 


		(a)	Owner shall ensure that the Vessel will be equipped with ballast water treatment facilities which
are fully efficient and operational and comply with any applicable laws or regulations.



 


		(b)	The Vessel shall have a Ballast Water Management Plan that meets the requirements of IMO Resolution
A.868 (20) “Guidelines for the Control and Management of Ships’ Ballast Water to Minimise the Transfer of Harmful Aquatic
Organisms and Pathogens”, adopted 27th November 1997. Owner shall require the master to make available to Charterer, on request,
any and all ballast water exchange records.



 


		27.	Agency



 


Charterer shall nominate and appoint the
Vessel’s agents at all ports and places which the Vessel visits during the Term. Such agents shall be paid for by Charterer.
This shall not prevent the same agents, under separate arrangement, from providing assistance or services to the Vessel, Master,
crew or Owner, in which case Owner shall instruct and pay such agents, who shall solely represent Owner and the Vessel for that
service.


 


		28.	Pilots and Tugs



 


Owner hereby indemnifies Charterer, its
servants and agents, against all losses, claims, responsibilities and liabilities arising in any way whatsoever from the employment
of pilots or tugboats, who although employed by Charterer, shall be deemed to be the servants of, and in the service of Owner and
under its instructions (even if such pilots or tugboat personnel are in fact the servants of Charterer or its agents, or any affiliated
company) to the extent included in the relevant Vessel Contract. The amount indemnified shall not exceed the amount to which Owner would have been
entitled to limit its liability if it had itself directly employed such pilots or tugboats.


 






    Page 24 of 54


     


    

 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


  


		29.	Mooring Lines



 


Owner shall at all times have on board
the Vessel an adequate and sufficient number of mooring ropes to provide the required mooring integrity to comply with OCIMF criteria.
This shall include twenty-two metre (22m) nylon mooring tails in good order and condition for exposed berths, and eleven metre
(11m) polyester/polypropylene mix mooring tails in good condition for other berths


 


		30.	Hull Fouling



 


		(a)	Charterer may request Owner at any time to arrange for the cleaning afloat of the Vessel’s
propeller and underwater hull, whereupon Owner shall arrange for the said cleaning to take place, provided that:



 


		(i)	the Vessel is free of cargo, (but may retain Heel or be under vapour if permitted by the port authority
where the intended cleaning will take place);



 


		(ii)	in Owner’s opinion such cleaning will not damage the Vessel’s underwater hull coatings;
and



 


		(iii)	such cleaning can be carried out safely at a place approved by Owner and where the water is sufficiently
clear for an underwater survey to be made of cleanliness of the Vessel’s propeller and hull immediately after cleaning.



 


		(b)	The cost of such propeller and underwater hull cleaning and underwater survey shall be for Charterer’s
account, and the Vessel shall remain on-hire for the duration of these activities. If the underwater survey conducted after the
cleaning shows that both the Vessel’s propeller and underwater hull are clean and free of marine growth, a successful cleaning
shall be deemed to have occurred.



 


		(c)	Where either;



 


		(i)	the Vessel has been in FSRU Mode; or



 


		(ii)	Charterer requires the Vessel to
wait at anchorage or to use the Vessel for the purposes of providing floating storage in cargo, and orders the Vessel to wait
at such anchorage or in lay-up;



 


 in each case for more than *****
(*****) consecutive days for such purpose on any one occasion,
and, if as a result of such waiting or lay-up, Owner has good reason to believe that the Vessel’s speed or fuel warranties
can no longer be met because of fouling, then Owner shall provide written notice to Charterer, following which Charterer may request
Owner to carry out an underwater inspection at Charterer’s expense, to ascertain whether there is fouling of the propeller
or hull.


 






    Page 25 of 54


     


    

 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		(d)	If as a result of the aforesaid inspection, Owner considers that there is evidence of such fouling
then Charterer may request Owner to arrange and carry out cleaning afloat of the Vessel’s propeller and underwater hull provided
that the provisions of sub-clause (a) above apply.



 


		(e)	The cost of such underwater hull and propeller cleaning and underwater survey shall be for Charterer’s
account and the Vessel shall remain on-hire for the duration of these activities. If the underwater survey shows that both the
Vessel’s propeller and underwater hull are clean and free of marine growth, a successful cleaning shall be deemed to have
occurred.



 


		(f)	If any inspection pursuant to sub-clause (c) above reveals the presence of propeller or hull fouling,
or if Charterer does not request an inspection following receipt of a notice from Owner under sub-clause (c) above, then from the
time Owner has given written notice that performance is affected by fouling, Owner shall be deemed to have complied with the speed
and fuel warranties in Table 6 “Speed/Consumption” of Gas Form C in Schedule 1 of the Agreement, until the completion
of the next periodic drydocking, or until the completion of a successful cleaning, whichever first occurs.



 


		31.	Off-Hire



 


		(a)	On each and every occasion that there is a loss of time, whether by way of interruption in the
Vessel’s service or from reduction in the Vessel’s performance, or in any other manner due to one or more of the following:



 


		(i)	deficiency of personnel or stores, repairs, gas-freeing for repairs, time in dock and waiting to
enter dock for repairs, breakdown (whether partial or total) of machinery, boilers, engines or other parts of the Vessel or her
equipment, overhaul, maintenance or survey, collision, allision, stranding, accident or damage to the Vessel, or any other similar
cause preventing the efficient working of the Vessel, and such loss continues for more than *****
consecutive hours (if it is the result of an interruption in the Vessel’s service) or accumulates to more than *****
hours during any single voyage (if it is the result of partial loss of service);



 


		(ii)	industrial action, refusal to sail, breach of orders or neglect of duty on the part of the Master,
officers or crew;



 


		(iii)	as a result of strikes, labour boycott, or any other industrial action (including but not limited
to strikes, lockouts or protests of, or relating to, the port, stevedores, pilots, tugs or similar) arising in connection with
the business of Owner, the terms or conditions of the employment of Owner’s agents or servants, or for the employment of
the Vessel in any carriage, or trade, or on any voyage other than under the Agreement ;



 


		(iv)	for the purpose of obtaining medical advice or treatment for, or landing any sick or injured person,
other than a Charterer’s representative carried under Clause 19 (Supernumeraries) of the Agreement or otherwise, or for the
purpose of landing the body of any person (other than
a Charterer’s representative), and such loss continues for more than *****
(*****) consecutive hours;



 






    Page 26 of 54


     


    

 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


  


		(v)	any delay in quarantine arising from the Master, officers or crew having had communication with
the shore at any infected area without the written consent or instructions of Charterer or its agents;



 


		(vi)	any detention by customs or other authorities caused by smuggling or other infraction of local
law on the part of the Master, officers, or crew;



 


		(vii)	detention of the Vessel by authorities at home or abroad attributable to legal action against the
Vessel, or breach of regulations by the Vessel, Owner, or Managers (unless brought about by the act or neglect of Charterer);



 


		(viii)	restraint or interference in the Vessel’s operation by any governmental authority in connection
with the ownership, registration, or obligations of Owner or the Vessel, or stowaways, or in connection with other prohibited activities
unless such restraint or interference involves a cargo carried under this Agreement;



 


		(ix)	pre-docking and repair procedure including warming, gas-freeing and inerting;



 


		(x)	maintaining, overhauling, intermediate in-water survey, repairing or drydocking the Vessel and
submitting her for survey; waiting for any of the aforesaid purposes, or proceeding to or from, and whilst at, any port or place
for any of the aforesaid purposes;



 


		(xi)	post-docking or repair procedure including inerting, gassing-up and cooling in excess of that undertaken
for normal loading;



 


		(xii)	reduction of Maximum Cargo Capacity as per Clause 17 (Space Available, Cargo Capacity, Contamination);



 


		(xiii)	as a consequence of tank temperature being too high at the place of loading and in breach of Clause
20 (Gas-Up, Cool-Down, LNG Retention);



 


		(xiv)	as a consequence of tank pressure being too high at the place of discharge, and in breach of Clause
24(b) (Vapour Pressure, Cargo Temperature);



 


		(xv)	as a consequence of the cargo temperature being higher than that which is required by the receiving
terminal (except in the case where the actual loaded temperature, as recorded in the CTMS, was greater than the required discharge
temperature), or where the Master is in breach of the circumstances described in Clause 24(c) (Vapour Pressure, Cargo Temperature);
and



 


		(xvi)	any other circumstances where the Vessel is off-hire under another clause in this Agreement, then without prejudice to Charterer’s
rights under Clause 2 (Duty to Maintain while in LNGC Mode), or to any other rights of Charterer hereunder or otherwise, the
Vessel shall be off-hire from the commencement of such loss of time until she is again ready and in an efficient state to resume
her service from a position no less favourable to Charterer than that at which such loss of time commenced. Any service given or
distance made good by the Vessel whilst off-hire shall be taken into account in assessing the amount to be deducted from hire.



 






    Page 27 of 54


     


    

 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


  


		(b)	If the Vessel fails to proceed at any Guaranteed Speed or such Ordered Speed as Charterer is permitted
to order the Vessel, as defined in Gas Form C in Schedule 1 of the Agreement, and Attachment A (Performance Calculations),
and such failure arises wholly or partly from any of the causes set out in sub-clause (a) above, then the following provisions
shall apply:



 


		(i)	if the Vessel is unable to maintain a speed of at least *****
(*****%) of the Guaranteed Speed stated in Gas Form C in Schedule 1
of the Agreement, in wind and sea states not exceeding Beaufort force *****
(*****), Charterer shall have the option of placing the Vessel
off-hire, accepting that any distance made good by the Vessel whilst off-hire shall be taken into account in accordance with sub-clause
(a) above; and



 


		(ii)	except where Charterer has placed the Vessel off-hire pursuant to sub-clause (b)(i) above, failure
of the Vessel to proceed at any Guaranteed Speed shall be addressed under Attachment A (Performance Calculations), and the Vessel
will not be off-hire under this Clause 31 (Off-Hire) herein.



 


		(c)	Further, and without prejudice to the foregoing, in the event the Vessel deviates (which expression
includes, without limitation, putting back, or putting into any port other than that to which she is bound under the instructions
of Charterer) for any cause or purpose mentioned in sub-clause (a)(a) above, then the Vessel shall be off-hire from the commencement
of such deviation until the time when she is again ready and in an efficient state to resume her service from a position no less
favourable to Charterer than that at which the deviation commenced, provided, however, that any service given or distance made
good by the Vessel whilst off-hire shall be taken into account in assessing the amount to be deducted from hire. If the Vessel,
for any cause or purpose mentioned in sub-clause (a) above, puts into any port other than the port to which she is bound on the
instructions of Charterer, the port charges, pilotage and other expenses at such port shall be borne by Owner. Should the Vessel
be driven into any port or anchorage by stress of weather hire shall continue to be due and payable for any time lost thereby.



 


		(d)	Time during which the Vessel is off-hire under this Agreement shall count as part of the Term.



 


		(e)	On any occasion where Charterer rightfully deducts an amount for off-hire from the hire payment,
Charterer shall also be entitled to deduct the cost of all fuels, priced at the Fuel Price, used by the Vessel during that period
of off-hire.



 






    Page 28 of 54


     


    

 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		(f)	If any LNG is lost as Boil-Off during periods of off-hire then Owner shall reimburse Charterer
for the LNG lost at the LNG Price.



 


		(g)	Where more accurate measurement of LNG lost as Boil-Off during any off-hire period is impossible
for whatever reason, the LNG lost as Boil-Off shall be assumed to have occurred at a constant rate equal to that obtained by measurement
between official gauging operations of the cargo in question in accordance with Article 6 (Boil-Off Performance) of Attachment
A (Performance Calculations). Where, due to the off-hire having occurred during a ballast passage all Heel is lost as Boil-Off
prior to the Vessel’s next commencement of loading, then such Boil-Off shall be deemed to have occurred at the greater of
the Maximum Daily Boil-Off Rate Ballast as shown in Gas Form C in Schedule 1 of the Agreement, or at a constant rate equal
to that which occurred during the Vessel’s most recent ballast voyage.



 


		(h)	In the event that the Vessel is off-hire for any reason other than in connection with periodical
drydocking, pursuant to Clause 32 (Drydock) herein, in-water survey, or underwater inspection in lieu of drydock, for any period
in excess of i) ***** (*****)
consecutive days, or ii) ***** (*****)
non-consecutive days, then Charterer shall have the option to terminate the Agreement by giving notice in writing with effect from
the date stated in such notice. Such notice shall be capable of becoming immediately effective provided that the Vessel is free
of cargo (other than Heel). This sub-clause (h) is without prejudice to any other rights or obligations of Owner or Charterer under
this Agreement. For the purposes of this sub-clause (h), in the event of partial loss of service, the period of off-hire shall
be the total period during which the Vessel is not fully efficient rather than the net resultant loss of time.



 


		(i)	In the event that the Vessel is off-hire for a reason in connection with periodical dry-docking
pursuant to Clause 32 (Drydock) herein, or for in-water survey, or for underwater inspection in lieu of drydock, for any period
in excess of ***** (*****)
days over and above Owner’s estimated time allowed for such periodical drydocking or survey or inspection as advised beforehand
by Owner, then Charterer shall have the option to terminate this Agreement by giving notice in writing with effect from the date
stated in such notice.



 


		(j)	Where for a canal transit the Vessel has a loss of queue position, or arrives late for an allocated
transit slot and such loss of position or late arrival is due to Owner’s negligence or Vessel breakdown, then, apart from
the off-hire event that initially caused the delay, the Vessel will be additionally off-hire from no later than arrival at the
canal anchorage until the Vessel reaches the originally scheduled position in the queue or until the Vessel is given the next available
transit slot as stated by the canal authority, whichever is sooner.



 


		32.	Drydock



 


		(a)	Owner has the right and obligation to drydock the Vessel at regular intervals as required to maintain
all necessary certificates as may be required under this Agreement.



 






    Page 29 of 54


     


    

 


		(b)	For any periodical drydock Owner shall propose to Charterer a date on which it wishes to drydock
the Vessel. Charterer shall offer a port for such periodical drydocking. Charterer and Owner shall cooperate in good faith in the
scheduling and the selection of the drydock port for such periodical drydocking in order to minimise deviation and Charterer shall
take all reasonable steps to make the Vessel available as near to the date proposed as practicable.



 


		(c)	Owner shall place the Vessel in drydock at its expense as soon as practicable after Charterer places
the Vessel at Owner’s disposal clear of cargo, other than natural gas vapour or, if the Parties agree, an amount of Heel
up to that which would be sufficient to allow the Vessel to ballast to the drydock port and allow time enough for gas-freeing en
route.



 


		(d)	If a periodical drydock is carried out in the port offered by Charterer (which must have suitable
accommodation for the purpose), the Vessel shall be off-hire from the time at which she arrives at such port until drydocking is
completed and she is in every way ready to resume Charterer’s service, either at the position at which she went off-hire,
or in a position no less favourable to Charterer, whichever she first attains. However:



 


		(i)	provided that Owner exercises due diligence in inerting and gas-freeing, any time lost in inerting
and gas-freeing to the standard required for entry into drydock and for cleaning and painting the hull shall not count as off-hire,
whether lost on passage to the drydock port or after arrival there, notwithstanding Clause 31 (Off-Hire) herein; and



 


		(ii)	any additional time lost in further gas-freeing to meet the standard required for hot work or entry
into cargo tanks shall count as off-hire, whether lost on passage to the drydocking port or after arrival there.



 


		(e)	Any natural gas vapour lost in gas-freeing for the purpose of drydocking shall be for Charterer’s
account provided that during the last discharge prior to drydocking Owner shall have used reasonable endeavours to pump out the
maximum amount of cargo.



 


		(f)	If Owner requires the Vessel, instead of proceeding to the offered port, to carry out periodical
drydocking at a special port selected by them, the Vessel shall be off-hire from the time when she is released to proceed to the
special port until she next presents for loading in accordance with Charterer’s instructions, provided, however, that Charterer
shall credit Owner with the time which would have been taken on a direct but notional passage from last discharge port, (or otherwise
the place where the Vessel was released), to next load port, at the Guaranteed Service Speed (Ballast) had the Vessel not proceeded
to drydock. All fuel consumed shall be paid for by Owner but Charterer shall credit Owner with the value of the fuel, at the Fuel
Price, which would have been used on such direct notional passage, calculated at the Guaranteed Fuel Consumption for the Ballast
Service Speed. Charterer shall further credit Owner with any benefit it may gain in purchasing bunkers at the special port.



 


		(g)	If the selection of a special port by Owner under sub-clause (f) above results in the necessity
of afterwards directing the Vessel to a port solely for the purposes of Gas-Up or Cool-Down, then Owner shall
be responsible for all incremental deviation costs to that port, as opposed to the actual first post-drydock load port, calculated
using Guaranteed Speeds and Consumptions for a direct notional voyage, compared to actual consumption on the deviation voyage.



 






    Page 30 of 54


     


    

 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		33.	Insurance and ITOPF



 


		(a)	It is a condition of this Agreement that the Vessel is now, and will throughout the duration of
the charter:



 


		(i)	be owned or demise chartered by a member of the International Tanker Owners Pollution Federation
Limited (“ITOPF”);



 


		(ii)	be properly entered in the Protection and Indemnity (“P&I”) Club as shown in Gas
Form C in Schedule 1 of the Agreement, being a member of the International Group of P&I Clubs;



 


		(iii)	have in place insurance cover for oil pollution for the maximum limit provided by a full entry
with an International Group of P&I Clubs but always to a minimum of United States Dollars *****
(US$*****);



 


		(iv)	have in full force and effect Hull and Machinery insurance on Institute Time Clauses, or their
equivalent, to a value as would be procured by a first class Vessel Operator of similar such vessels;



 


		(v)	have in place Hull and Machinery and P&I War Risk insurance each to the value of the Vessel;
and



 


		(vi)	Owner shall promptly provide, following a request from Charterer to do so, documented evidence
of compliance with this Clause 33 (Insurance and ITOPF).



 


		(b)	Charterer shall have in place, and provide evidence of same if so requested, third party liability
insurance. The insurance shall be in place before the commencement of this Agreement, and remain so throughout the performance
of this Appendix 1.



 


		34.	ISPS Code and United States MTSA 2002



 


This Clause 34 makes reference to the International
Ship and Port Facility Security Code and the relevant amendments to Chapter XI of SOLAS (“ISPS Code”) and the US Maritime
Transportation Security Act 2002 (“MTSA”).


 


		(a)	During the currency of this Agreement Owner shall procure that both the Vessel and “the company”
(as defined by the ISPS Code) and the “owner” (as defined by the MTSA) shall comply with the requirements of the ISPS
Code relating to the Vessel and “the company” and the requirements of MTSA relating
to the Vessel and the “owner”. Upon request Owner shall provide documentary evidence of compliance with this sub-clause
(a).



 






    Page 31 of 54


     


    

 


		(b)	Except as otherwise provided in this Agreement, loss, damage, expense or delay, caused by failure
on the part of Owner or “the company”/“owner” to comply with the requirements of the ISPS Code or MTSA
or this Clause 34 (ISPS Code and United States MTSA 2002), shall be for Owner’s account.



 


		(c)	Charterer shall provide Owner with its full style contact details and shall ensure that the contact
details of all sub-charterers, where sub-letting is permitted in accordance with the Agreement, are likewise provided to Owner
and to the master. Except as otherwise provided in this Agreement, any loss, damage, expense or delay caused by failure on the
part of Charterer to comply with this sub-clause (c) shall be for Charterer’s account.



 


		(d)	Notwithstanding anything else contained in this Agreement, costs or expenses related to security
regulations or measures required by a port facility or any relevant authority in accordance with the ISPS Code/MTSA including,
but not limited to, security guards, launch services, tug escorts, port security fees or inspections shall be for Charterer’s
account, unless such costs or expenses result solely from Owner’s negligence or non-compliance with the ISPS Code or the
MTSA, in which case such costs or expenses shall be for Owner’s account. All measures that Owner is obliged to take in order
to comply with the security plan required by the ISPS Code or MTSA shall be for Owner’s account.



 


		(e)	Notwithstanding any other provision of this Agreement, the Vessel shall not be off-hire where there
is a loss of time caused by Charterer’s failure to comply with the ISPS Code or MTSA.



 


		(f)	If either Party makes any payment which is for the other Party’s account according to this
Clause 34 (ISPS Code and United States MTSA 2002), the other Party shall indemnify the paying Party.



 


		35.	Bills of Lading



 


		(a)	The Master (though appointed by Owner) shall be under the orders and direction of Charterer as
regards employment of the Vessel, agency and other arrangements, and shall sign Bills of Lading as Charterer or its agents may
direct, subject always to Clause 39 (Export Restrictions), and Clause 42(a) (War Risks), without prejudice to this Agreement. Charterer
hereby indemnifies Owner against all consequences or liabilities that may arise:



 


		(i)	from signing Bills of Lading in accordance with the directions of Charterer or its agents, to the
extent that the terms of such Bills of Lading fail to conform to the requirements of this Appendix 1, or, except as provided in
Clause 35(b) (Bills of Lading) below, from the Master otherwise complying with Charterer’s or its agents’ orders; and



 


		(ii)	from any irregularities in papers supplied by Charterer or its agents.



 


		(b)	If Charterer by email, or other form of written communication that specifically refers to this
Clause 35(b) (Bills of Lading), requests Owner to discharge a quantity of cargo either without Bills of Lading or at a
discharge place other than that named in a Bill of Lading or that is different from the Bill of Lading quantity, then Owner shall
discharge such cargo in accordance with Charterer’s instructions in consideration of receiving the following indemnity, which
shall be deemed to be given by Charterer on each and every such occasion, and which is limited in value to *****
percent (*****%) of the delivered value of the cargo carried
on board:



 






    Page 32 of 54


     


    

 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		(i)	Charterer shall indemnify Owner and Owner’s servants and agents in respect of any liability,
loss, or damage of whatever nature (including legal costs as between attorney or solicitor and client and associated expenses),
which Owner may sustain by reason of delivering such cargo in accordance with Charterer’s request;



 


		(ii)	if any proceeding is commenced against Owner or any of Owner’s servants or agents in connection
with the Vessel having delivered cargo in accordance with such request, Charterer shall provide to Owner or any of Owner’s
servants or agents, from time to time on demand, sufficient funds to defend the said proceedings;



 


		(iii)	if the Vessel or any other vessel or property belonging to Owner should be arrested or detained,
or if the arrest or detention thereof should be threatened, by reason of discharge in accordance with Charterer’s instruction
as aforesaid, Charterer shall provide on demand such bail or other security as may be required to prevent such arrest or detention
or to secure the release of such vessel or property. Charterer shall indemnify Owner in respect of any loss, damage or expenses
caused by such arrest or detention whether or not same may be justified;



 


		(iv)	Charterer shall, if called upon to do so at any time while such cargo is in Charterer’s possession,
custody or control, redeliver the same to Owner;



 


		(v)	as soon as all original Bills of Lading for the above cargo, which name as discharge port the place
where delivery actually occurred, shall have arrived or come into Charterer’s possession, Charterer shall produce and deliver
the same to Owner whereupon Charterer’s liability hereunder shall cease, save in connection with any arrest or other proceedings
initiated prior to the production and delivery of such original Bills of Lading.



 


Provided however, if Charterer
has not received all such original Bills of Lading by 24:00 hours Coordinated Universal Time (“UTC”) on the day *****
(*****) calendar months after the date of discharge, then this
indemnity shall terminate at that time unless before that time Charterer has received from Owner written notice that:


 


		(A)	some person is making a claim in connection with Owner delivering cargo pursuant to Charterer’s
request or,



  



    Page 33 of 54


     


    




 



 


		(B)	legal proceedings have been commenced against Owner or carriers, or Charterer, or any of their
respective servants or agents, or the Vessel, for the same reason.



 


When Charterer has received such
a notice, then this indemnity shall continue in force until such claim or legal proceedings are settled. Termination of this indemnity
shall not prejudice any legal rights a Party may have outside of this indemnity.


 


		(vi)	Owner shall promptly notify Charterer if any person (other than a person to whom Charterer ordered
cargo to be delivered) claims to be entitled to such cargo or if the Vessel or any other property belonging to Owner is arrested
by reason of any such discharge of cargo; and



 


		(vii)	this indemnity shall be governed and construed in accordance with English law and each and any
dispute arising out of or in connection with this indemnity shall be subject to the jurisdiction of the High Court of Justice of
England.



 


		(c)	Owner warrants that the Master will comply with orders to carry and discharge against one or more
Bills of Lading from a set of original negotiable Bills of Lading should Charterer so require.



 


		36.	Clause Paramount



 


Charterer shall procure that all Bills
of Lading issued pursuant to this Agreement shall contain the following:


 


		(a)	Subject to sub-clause (b) or (c) below, this Bill of Lading shall be governed by, and have effect
subject to, the rules contained in the International Convention for the Unification of Certain Rules relating to Bills of Lading
signed at Brussels on 25th August 1924 (hereafter the “Hague Rules”) as amended by the Protocol, signed at Brussels
on 23rd February 1968 (hereafter the “Hague-Visby Rules”). Nothing contained herein shall be deemed to be either a
surrender by the carrier of any of his rights or immunities or any increase of any of his responsibilities or liabilities under
the Hague-Visby Rules.



 


		(b)	If there is governing legislation which applies the Hague Rules compulsorily to this Bill of
Lading, to the exclusion of the Hague-Visby Rules, then this Bill of Lading shall have effect subject to the Hague Rules. Nothing
therein contained shall be deemed to be either a surrender by the carrier of any of his rights or immunities or an increase of
any of his responsibilities or liabilities under the Hague Rules.



 


		(c)	If there is governing legislation which applies the United Nations Convention on the Carriage
of Goods by Sea 1978 (hereafter the “Hamburg Rules”) compulsorily to this Bill of Lading, to the exclusion of
the Hague-Visby Rules, then this Bill of Lading shall have effect subject to the Hamburg Rules. Nothing therein contained shall
be deemed to be either a surrender by the carrier of any of his rights or immunities or an increase of any of his responsibilities
or liabilities under the Hamburg Rules.



 


		(d)	If any term of this Bill of Lading is repugnant to the Hague-Visby Rules or Hague Rules or Hamburg
Rules as applicable, then such term shall be void to that extent but no further.



 






    Page 34 of 54


     


    

 


		(e)	Nothing in this Bill of Lading shall be construed as in any way restricting, excluding or waiving
the right of any relevant party or person to limit his liability under any available legislation or law.



 


		37.	Electronic Bills of Lading



 


		(a)	Notwithstanding anything contained in this Agreement, Charterer may, at its sole discretion, require
Owner to issue and sign in electronic form, and transmit electronically, any Bill of Lading to be issued pursuant to Clause 35
(Bills of Lading), such a Bill being an “eDoc”.



 


		(b)	It is expressly agreed that any applicable requirement of law, contract, custom or practice that
any Bill of Lading issued pursuant to this Agreement shall be made or evidenced in writing, signed or sealed, shall be satisfied
by such eDoc, and the Parties agree not to contend, in any dispute arising out of or in connection with any eDoc, or any eDoc which
has been converted to paper, that such eDoc is invalid on the grounds that it is not in writing or that it is not equivalent to
an original paper document signed by hand, or, as the case may be, sealed.



 


		(c)	Specifically eDocs systems which shall be used for these purposes include the ESS-DatabridgeTM.



 


		38.	Exceptions



 


		(a)	The Vessel, her Master and Owner shall not, unless otherwise in this Agreement expressly provided,
be liable for any loss or damage or delay or failure arising or resulting from any act, neglect or default of the Master, pilots,
mariners or other servants of Owner in the navigation or management of the Vessel, fire, unless caused by the actual fault or privity
of Owner, collision or stranding, dangers and accidents of the sea, explosion, bursting of boilers, breakage of shafts or any latent
defect in hull, equipment or machinery, provided, however, that Clause 2 (Duty to Maintain while in LNGC Mode) and Clause
7 (Geographical Trading Limits) hereof, and Clauses 6.1 (Owner to Provide), 8.1 (Shipboard Personnel and their Duties), 15 (Safety
Management) and 24 (Exclusions, Limitation of Liability and Liquidated Damages) of the Agreement shall be unaffected by the foregoing.
Further, neither the Vessel, her Master or Owner, nor Charterer shall, unless otherwise expressly provided in the Agreement, be
liable for any loss or damage or delay or failure in performance hereunder arising or resulting from Force Majeure (as defined
in Clause 10.1 (Force Majeure) of Appendix 2).



 


		(b)	The Vessel shall have liberty to sail with or without pilots, to tow or go to the assistance of
vessels in distress and to deviate for the purpose of saving life or property.



 


		(c)	Sub-clause (a) above shall not apply to, or affect any liability of, Owner or the Vessel or any
other relevant person in respect of:



 


		(i)	loss or damage caused to any berth, jetty, dock, dolphin, buoy, mooring line, pipe loading and
discharging arms, or crane or other works or equipment whatsoever at or near any place to which the Vessel may proceed under this
Agreement, save for the FSRU Site for which any loss or damage shall be regulated by Clause 9 (Indemnification) of Appendix 2 to
the Agreement; or



 






    Page 35 of 54


     


    

 


		(ii)	any claim (whether brought by Charterer or any other person) arising out of any loss of or damage
to or in connection with cargo. Any such claim shall be subject to the Hague-Visby Rules or the Hague Rules or the Hamburg Rules,
as the case may be, which ought, pursuant to Clause 36 (Clause Paramount) hereof, to have been incorporated in the relevant Bill
of Lading (whether or not such Rules were so incorporated) or, if no such Bill of Lading is issued, to the Hague-Visby Rules unless
the Hamburg Rules compulsorily apply, in which case to the Hamburg Rules.



 


		(d)	In particular and without limitation, the foregoing sub-clauses (a) and (b) of this Clause 38 (Exceptions)
shall not apply to, or in any way affect any provision in this Agreement, relating to off-hire or to reduction of hire or Boil-Off
or bunkers consumed during periods of off-hire.



 


		39.	Export Restrictions



 


		(a)	The Master shall not be required or bound to sign Bills of Lading for the carriage of cargo to
any place to which export of such cargo is prohibited under the laws, rules or regulations of the country in which the cargo was
produced or shipped.



 


		(b)	Charterer shall procure that all Bills of Lading issued under this Appendix 1 shall contain the
following clause:



 


“If any laws rules or
regulations applied by the government of the country in which the cargo was produced or shipped, or any relevant agency thereof,
impose a prohibition on export of the cargo to the place of discharge designated in or ordered under this Bill of Lading, carriers
shall be entitled to require cargo owners forthwith to nominate an alternative discharge place for the discharge of the cargo,
or such part of it as may be affected, which alternative place shall not be subject to the prohibition, and carriers shall be entitled
to accept orders from cargo owners to proceed to and discharge at such alternative place. If cargo owners fail to nominate an alternative
place within seventy-two (72) hours after they or their agents have received from carriers notice of such prohibition, carriers
shall be at liberty to discharge the cargo, or such part of it as may be affected by the prohibition, at any safe place on which
they or the master may in their or his absolute discretion decide and which is not subject to the prohibition, and such discharge
shall constitute due performance of the contract contained in this Bill of Lading so far as the cargo so discharged is concerned”.


 


		(c)	The foregoing provision shall apply mutatis mutandis to this Agreement, the references to a Bill
of Lading being deemed to be references to this Agreement.



 


		40.	Sanctions



 


		(a)	Owner shall not be obliged to comply with any orders for the employment of the Vessel in any
                                                               carriage, or trade, or on any voyage which, in the reasonable judgement of Owner, or in the reasonable judgement of its
                                                               insurers, would expose the Vessel to any applicable sanction or prohibition imposed by any state, supranational or
                                                               international governmental organisation. Owner and Charterer agree to comply with, and assist each other, in complying with
                                                               applicable Sanctions. Owner and Charterer warrant that to the best of their knowledge and belief, in connection with this
                                                               Agreement, neither Party are currently (or will contract with
any third parties who are), subject to any applicable UN, US or EU sanction, prohibition or restriction or are a specified person,
entity, vessel or fleet for that purpose.



 






    Page 36 of 54


     


    

 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


  


		(b)	If the Vessel is already engaged in an employment to which such an applicable sanction or prohibition
is subsequently applied then:



 


		(i)	in respect of cargo, Owner shall have the right to refuse to proceed with the employment and Charterer
shall be obliged to issue alternative voyage orders within *****
(*****) hours of receipt of Owner’s notification of its refusal
to proceed. If Charterer does not issue such alternative voyage orders Owner may discharge any cargo already loaded at any safe
port (including the port of loading) or take other reasonable remedial action. The Vessel shall remain on-hire pending completion
of Charterer’s alternative voyage orders or delivery of cargo by Owner and Charterer shall be responsible for all additional
costs and expenses incurred in connection with such orders or delivery of cargo;



 


		(ii)	Charterer shall indemnify Owner against any and all claims whatsoever brought by the owners of
the cargo, or the holders of Bills of Lading, or sub-charterers, against Owner by reason of Owner’s compliance with such
alternative voyage orders or delivery of the cargo in accordance with sub-clause (b)(i) above; and



 


		(iii)	if anything is done or not done in compliance with this sub-clause (b), it shall not be deemed
a deviation.



 


		(c)	Owner represents and warrants that it has no knowledge, or reason to believe, that any parts, spares,
victuals, or other supplies (“Supplied Items”) procured for the Vessel, or in connection with this Agreement:



 


		(i)	originated in or were procured from or via a country, entity or person, (including any agent or
affiliate thereof), that is prohibited under applicable Sanctions; or



 


		(ii)	that any such country, entity or person has any property interest in the Supplied Items either
present, future, contingent, direct or indirect, that would subject the Supplied Items of this Agreement to applicable Sanctions.



 


		(d)	In respect of the Supplied Items Charterer shall have the right to order the Vessel to an alternative
port or place to discharge the cargo on receipt of Owner’s notification of its inability to proceed as originally ordered.
The Vessel shall be off-hire throughout this operation and until Charterer has secured an alternate cargo if one becomes unavailable
or is lost. Owner shall remain responsible for all losses, additional costs and expenses incurred in connection with such orders
or delivery of cargo, and removal of the Supplied Items.



 


		(e)	Charterer shall procure that this Clause 40 (Sanctions) shall be incorporated into any sub-charters
permitted under this Agreement.



 






    Page 37 of 54


     


    

 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		41.	Taxes and Gross-up



 


		(a)	If at any time Charterer is required to make any deduction or withholding in respect of taxes from
any payment due under this Agreement, then the sum due from Charterer in respect of such payment shall be increased to the extent
necessary to ensure that, after the making of such deduction or withholding, Owner receives on the due date for such payment (and
retain, free from any liability in respect of such deduction or withholding), a net sum equal to the sum which would have been
received had no such deduction or withholding been required.



 


		(b)	If Charterer makes a gross-up payment (a “Tax Payment”) under this Clause 41 (Taxes
and Gross-up) in respect of any sums paid to Owner, and should Owner be entitled to either a refund of tax or a credit against
tax (a “Tax Credit”) which Owner is able in its sole discretion to identify as attributable to that Tax Payment, then
Owner shall reimburse Charterer such amount of that Tax Credit as will leave Charterer (after that reimbursement in Owner’s
sole discretion) in no better or worse position than they would have been had no Tax Payment been required. Such reimbursement
will be provided to Charterer within ***** (*****)
days of Owner becoming entitled to the aforementioned Tax Credit. Nothing in this Clause 41 (Taxes and Gross-up) is intended
to interfere with the right of Owner to arrange its tax affairs in whatever manner they think fit.



 


		42.	War Risks



 


		(a)	The Master shall not be required or bound to sign Bills of Lading for any place which in his or
Owner’s reasonable opinion is dangerous or impossible for the Vessel to enter or reach, owing to any blockade, war, hostilities,
warlike operations, civil war, civil commotions, revolutions, acts of piracy, acts of terrorists, acts of hostility or malicious
damage.



 


		(b)	If in the reasonable opinion of the Master or Owner it becomes, for any of the reasons set out
in sub-clause (a) above, or by the operation of international law, dangerous, impossible or prohibited for the Vessel, or Owner
through its use of the Vessel, to reach or enter or to load or discharge cargo at any place to which the Vessel has been ordered
pursuant to this Agreement (a “Place of Peril”), then Charterer or its agents shall be immediately notified in writing,
email, or by radio message and Charterer shall thereupon have the right to order the cargo, or such part of it as may be affected,
to be loaded or discharged, as the case may be, at any other place allowed within Clause 4 (Geographical Trading Limits), provided
such other place is not itself a Place of Peril. If any place of discharge is or becomes a Place of Peril and no orders have been
received from Charterer or its agents within forty-eight (48) hours after dispatch of such messages, then Owner shall be at liberty
to discharge the cargo, or such part of it as may be affected, at any place suitable for the discharge of LNG which may be selected
at the discretion of Owner or Master and allowed within Clause 4 (Geographical Trading Limits). Such discharge shall be deemed
to be due fulfilment of Owner’s obligations under this Agreement for any cargo discharged under these circumstances.



 






    Page 38 of 54


     


    

 


		(c)	The Vessel shall have liberty to comply with any directions or recommendations as to departure,
arrival, routes, ports of call, stoppages, destinations, zones, waters, delivery or otherwise whatsoever given by the government
of the state under whose flag the Vessel sails, or any other government or local authority, or by any person or body acting or
purporting to act with the authority of any such government or local authority, including any de facto government or local authority,
or by any person or body acting, or purporting to act, as or with the authority of, any such government or local authority or by
any committee or person, having under the terms of the war risks insurance on the Vessel, the right to give any such directions
or recommendations. If by reason of, or in compliance with, any such directions or recommendations anything is done or is not done,
such shall not be deemed a deviation. If by reason of, or in compliance with any such direction or recommendation, the Vessel does
not proceed to any place of discharge to which she has been ordered pursuant to this Agreement, then the Vessel may proceed to
any place suitable for discharge of LNG which may be selected at the discretion of Owner or Master, and there discharge the cargo
or such part of it as may be affected. Such discharge shall be deemed to be due fulfilment of Owner’s obligations under this
Agreement for any cargo discharged under these circumstances.



 


		(d)	Charterer shall procure that all Bills of Lading issued under this Agreement shall contain provisions
equivalent to this Clause 42 (War Risks).



 


		43.	Additional War Expenses



 


		(a)	If the Vessel is ordered to trade in areas where there is war (de facto or de jure), or threat
of war, Charterer shall reimburse Owner for any reasonable additional insurance premiums, crew bonuses and other expenses which
are reasonably incurred by Owner as a consequence of such orders, provided that Charterer is given notice of such expenses as soon
as practicable and in any event before such expenses are incurred, and provided that Owner obtains from its insurers a waiver of
any subrogated rights against Charterer in respect of any claims by Owner under its war risk insurance arising out of compliance
with such orders.



 


		(b)	Any payments by Charterer under this Clause 43 (Additional War Expenses) will only be made against
proven documentation. Any discount or rebate refunded to Owner, for whatever reason, in respect of additional war risk premium,
shall be passed to Charterer.



 


		44.	Piracy



 


		(a)	If the Vessel proceeds to or through an area in which there is a current risk of piracy, verified
by a competent international authority, Owner will at all times adhere to the latest version of BMP, including with respect to
routing. Owner shall be entitled:



 


		(i)	to take reasonable preventive measures to protect the Vessel, her crew and cargo, by proceeding
in convoy, using escorts, avoiding day or night navigation, adjusting speed or course;



 


		(ii)	to follow any orders given by the Flag State, any governmental or supra-governmental organisation;
and



 






    Page 39 of 54


     


    

 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		(iii)	where there is an actual, or imminent act of piracy, and only after giving Charterer reasonable
advance notice, to take a safe and reasonable alternative route in place of the normal direct or intended route to the next port
of call, provided that such alternative route does not, in the case of the Gulf of Aden, physically extend beyond the transit of
the Gulf of Aden. In such case Owner shall give Charterer reasonable advance notice of the alternative route, an estimate of time
and bunker consumption, and a revised estimated time of arrival.



 


		(b)	Subject to sub-clause (e) below, Charterer shall pay Owner’s reasonable documented costs
and expenses in respect of any additional hull and machinery, or, if applicable, war risks



 


insurance premiums, or additional
reasonable and contractual crew costs arising out of actual or threatened acts of piracy, or any preventive or other measures taken
by Owner pursuant to sub-clause (a) above.


 


		(c)	The Vessel shall remain on-hire for any time lost taking the measures referred to in sub-clause
(a) above.



 


		(d)	Where, notwithstanding the taking of any of the measures referred to in sub-clause (a) above, and
where not caused by a lack of due diligence on Owner’s part, and where Charterer has not exercised the option to require
Owner to purchase off-hire insurance pursuant to sub-clause (e) below, the Vessel is captured by pirates, hire shall be payable
at ***** percent (*****%)
of the hire rate for the duration of any such capture.



 


		(e)	Charterer shall have the option, where the Vessel is scheduled to transit the Gulf of Aden, or
other areas of known piracy risk, to require Owner to either extend existing war risk insurance or purchase off-hire insurance,
which in either case shall cover loss of hire. The cost of such insurance shall be reimbursed by Charterer provided always that:



 


		(i)	Owner obtains from its insurers a waiver of any subrogated rights against Charterer in respect
of any claims by Owner under the foregoing insurances arising out of compliance with Charterer’s orders;



 


		(ii)	the terms of cover and cost have been disclosed to, and agreed by Charterer prior to the purchase
of such insurance; and



 


		(iii)	that following the exercise of such option, the Vessel shall be off-hire for any time lost as a
result of capture by pirates.



 


		(f)	The safety and protection of the crew and the Vessel is the obligation of Owner and it is for Owner
to determine the level of threat and the measures considered appropriate to discharge that obligation. If Owner deploys government-supplied
military armed guards or private armed guards, then it is an express condition of this Agreement that Owner will, on a voyage-by-voyage
basis:



  






    Page 40 of 54


     


    

 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		(i)	give Charterer advance notice of such intended deployment as soon as reasonably practicable but
not less than ***** (*****)
days’ prior to such deployment, and throughout such voyage Owner will adhere to the responses submitted in the Vessel Security
Questionnaire;



 


		(ii)	confirm in advance of deployment that such deployment has been notified to Owner’s P&I
and war risks underwriters without objection (with evidence, satisfactory to Charterer, of Owner’s exchanges with underwriters);



 


		(iii)	ensure, in advance of and throughout any deployment, that such deployment complies with all Flag
State requirements, laws of the Flag State, and any other applicable laws; and



 


		(iv)	continue to adhere to the latest BMP.



 


		(g)	All reasonable costs and expenses directly associated with the deployment of government-supplied
military armed guards or private armed guards or unarmed guards shall be shared in equal measure between Owner and Charterer, with
Charterer’s portion capped at United States Dollars *****
(US $*****), per voyage, and subject always to Owner supplying
documentary evidence of such total costs. Save as aforesaid, Owner will indemnify and hold Charterer harmless against all claims,
liabilities, costs and expenses of whatever nature which arise directly in connection with the deployment of government-supplied
military armed guards or private armed guards or unarmed guards.



 


		45.	[Not Used]



 


		46.	Laying-Up



 


		(a)	Charterer shall have the option, after consultation with Owner, of requiring Owner to lay up the
Vessel at a safe place nominated by Charterer, taking into account maintenance, access and security, and always subject to Clause 3
(Safe Places and Compatibility). In such case the Hire shall be adjusted to reflect any net increases in expenditure reasonably
incurred or any net saving which should reasonably be made by Owner as a result of such lay-up. Charterer may exercise the said
option any number of times during the Term.



 


		(b)	If the Vessel is instructed by Charterer to wait at anchorage or adrift for whatever reason, for
a period exceeding ***** (*****)
consecutive days, Charterer shall pay for any reasonable boat service required for provisions, personnel or similar.



 


		47.	Salvage



 


		(a)	Subject to the provisions of Clause 31 (Off-Hire) herein, all loss of time and all expenses (excluding
any damage to or loss of the Vessel or tortious liabilities to third parties), incurred in saving or attempting to save life (including
the Vessel deviating for the rescue of, or delivery of, rescued persons to any safe landing), or in successful or unsuccessful
attempts at salvage, shall be borne equally by Owner and Charterer provided that Charterer shall not be liable to contribute towards
any salvage payable by Owner arising in any way out of services rendered under this Clause 47 (Salvage).



 






    Page 41 of 54


     


    

 


		(b)	All salvage and all proceeds from derelicts shall be divided equally between Owner and Charterer
after deducting the master’s, officers’ and crew’s share, and reimbursing the hire of the Vessel to Charterer
for time lost and the cost of fuel and Boil-Off used or lost.



 


		48.	Both to Blame Collision



 


		(a)	If the liability for any collision in which the Vessel is involved while performing this Agreement
falls to be determined in accordance with the laws of the United States of America, the following provision shall apply:



 


		(b)	If the ship comes into collision with another ship as a result of the negligence of the other ship
and any act, neglect or default of the master, mariner, pilot or the servants of the carrier in the navigation or in the management
of the ship, the owners of the cargo carried hereunder will indemnify the carrier against all loss, or liability to the other or
non-carrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of
the owners of the said cargo, paid or payable by the other or non-carrying ship or her owners to the owners of the said cargo and
set off, recouped or recovered by the other or non-carrying ship or her owners as part of their claim against the carrying ship
or carrier.



 


		(c)	The foregoing provisions shall also apply where the owners, vessel operators, or those in charge
of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect of a collision
or contact.



 


		(d)	Charterer shall procure that all Bills of Lading issued under this Agreement shall contain a provision
in the foregoing terms to be applicable where the liability for any collision in which the Vessel is involved falls to be determined
in accordance with the laws of the United States of America.



 


		49.	New Jason Clause



 


		(a)	General average contributions shall be payable according to York-Antwerp Rules 1994, as amended
from time to time, and shall be adjusted in London in accordance with English law and practice, but should adjustment be made in
accordance with the law and practice of the United States of America, the following provision shall apply:



 


		(b)	In the event of accident, danger, damage or disaster before or after the commencement of a voyage,
resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the carrier
is not responsible by statute, contract or otherwise, the cargo, shippers, consignees or owners of the cargo shall contribute with
the carrier in general average to the payment of any sacrifices, losses or expenses of a general average nature that may be made
or incurred and shall pay salvage and special charges incurred in respect of the cargo.



 


		(c)	If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if
the said salving ship or ships belonged to strangers. Such deposit as the carrier or his agents may deem sufficient to cover the
estimated contribution of the cargo and any salvage and special charges thereon
shall, if required, be made by the cargo, shippers, consignees or owners of the cargo to the carrier before delivery.



  


		(d)	Charterer shall procure that all Bills of Lading issued under this Agreement shall contain a provision
in the foregoing terms, to be applicable where adjustment of general average is made in accordance with the laws and practice of
the United States of America.



 


		50.	Mitigation



 


Both Parties agree that each has a duty
to mitigate losses, damages, costs and expenses resulting from the default, breach or negligence of the other Party.


 



    Page 42 of 54


     


    




 


 


 



 


	Attachment
A.	              
                  Performance Calculations



 


NO
TABLE OF CONTENTS ENTRIES FOUND. In this Attachment A, “Article” shall mean an Article of this Attachment A, and
 “Clause” shall mean a Clause in Appendix 1.





 


	1.	Guaranteed
                                         Speed



 


		(a)	Owner
                                         guarantees that the Vessel is capable of steaming, and subject to Articles 1(b) and (c)
                                         below, shall steam, at the Laden Service Speed or the Ballast Service Speed as set out
                                         in Gas Form C in Schedule 1 of the Agreement.



 


		(b)	Charterer
                                         may order the Vessel to steam at the Guaranteed Service Speed or at any other speed between
                                         the minimum speed and maximum speed guaranteed in Table 6 “Speed/Consumption”
                                         of Gas Form C in Schedule 1 of the Agreement. The Ordered Speed shall be within
                                         the lowest and highest Guaranteed Speed in order for the Voyage to be included for the
                                         purposes of any speed or consumption claim.



 


		(c)	Charterer
                                         may order the Vessel at a lesser speed than the minimum speed, or greater speed than
                                         the maximum speed shown in Table 6 “Speed/Consumption” of Gas Form C in Schedule 1
                                         of the Agreement, with Owner’s consent, which shall not be unreasonably withheld.
                                         Nevertheless Owner may, for reasons of prudence and safety, decline orders to steam at
                                         any lesser average speed or at any greater average speed than those shown in Table 6.



 


		2.	Ordered
                                         Speed



 


		(a)	Prior
                                         to each Voyage Charterer may, subject to Article 1 (Guaranteed Speed) above, instruct
                                         the Vessel to proceed so as to arrive at the pilot boarding station at each port at a
                                         given date and time (the “Scheduled Arrival Time” or “SAT”).
                                         From this will be imputed an average speed that must be attained by the Vessel over the
                                         Voyage in order to meet that SAT (an “Ordered Speed”). It is that Ordered
                                         Speed that will be used throughout these terms and in a Guaranteed Fuel Consumption calculation.
                                         Provided however that:



 


		(i)	in
                                         the event that Charterer fail to provide an SAT to Owner the Ordered Speed shall be deemed
                                         to be the applicable Guaranteed Service Speed and it shall be deemed that the Vessel
                                         proceeds by the shortest safe route on that Voyage, as per Dataloy Distance Tables, unless
                                         Charterer specify a different route;



 


		(ii)	Charterer
                                         may amend the Ordered Speed from time to time, during or prior to each passage, to accommodate
                                         changes in circumstances concerning a given passage. Each passage leg where there is
                                         a change of Ordered Speed shall become a separate Voyage for the purposes of lost time
                                         and Guaranteed Fuel Consumption Calculation; and



 


		(iii)	where
                                         necessary if in order to meet the required SAT, the Vessel is to steam at an average
                                         speed that is in between two speeds stated in Table 6 “Speed/Consumption”
                                         of Gas Form C in Schedule 1 of the Agreement, then the Guaranteed Fuel Consumption
                                         shall be calculated by arithmetic interpolation between those two speeds and the average
                                         speed required to meet that SAT shall be an Ordered Speed.



 






    Page 43 of 54


     


    

 


SPECIFIC
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY
DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		(b)	The
                                         Achieved Speed for any Voyage shall be calculated by reference to the Average Speed for
                                         the observed distance steamed excluding:



 


		(i)	any
                                         days, noon to noon, when winds exceed force ***** (*****) on the Beaufort Scale for more
                                         than ***** hours;



 


		(ii)	any
                                         period of poor visibility;



 


		(iii)	any
                                         period where speed has to be adjusted for congested water;



 


		(iv)	any
                                         period spent at a waiting area following arrival;



 


		(v)	any
                                         period spent in saving of life (or the attempts at saving life) or, with Charterer’s
                                         consent, property;



 


		(vi)	any
                                         period where the Vessel is required to change route, or a delay is caused, by any applicable
                                         international law or Governmental imposition;



 


		(vii)	the
                                         duration of all off-hire periods and distance made good in such periods; and



 


		(viii)	the
                                         distance made good during any deviation which is not otherwise an off-hire period because
                                         the Vessel arrives On Time, as defined below in Article 3(a) (Hire Deduction For Not
                                         Achieving Ordered Speed).



 


Each
of the above shall constitute an “Excluded Period” and for each of which the master shall record in his daily noon
report the time lost in the previous ***** (*****) hours.


 


		(c)	Where
                                         the Vessel is ordered to proceed on Gas Only then for the purposes of a Guaranteed Fuel
                                         Consumption calculation the Achieved Speed shall be deemed as the Ordered Speed.



 


		3.	Hire
                                         Deduction for Not Achieving Ordered Speed



 


		(a)	If
                                         the Vessel arrives at the pilot station of a port at the end of a Voyage not later than
                                         ***** (*****) hours after the SAT, the Vessel shall be deemed to have arrived “On
                                         Time”. If the Vessel arrives at the pilot station more than ***** (*****) hours
                                         after the SAT, the Vessel shall be deemed to have arrived “Late”.



 


		(b)	Where
                                         the Vessel arrives Late, Charterer shall be entitled to make a deduction from hire in
                                         respect of any lapsed time between the point in time ***** (*****) hours after the required
                                         SAT and the actual arrival at the pilot station.



 


		(c)	Charterer
                                         shall not be entitled to make any deduction from hire if the Vessel arrives Late to the
                                         extent that such late arrival is caused by one or more of the Excluded Periods.



 


		(d)	This
                                         Article 3 (Hire Deduction for Not Achieving Ordered Speed) deals only with the Vessel
                                         being Late, and to the extent that Clause 31 (Off-Hire) herein does not apply. Further,
                                         any deduction
made under Clause 31 (Off-Hire) shall be excluded from any calculation under this Article 3 (Hire Deduction for Not Achieving
Ordered Speed).



 






    Page 44 of 54


     


    

 


		4.	Calculation
                                         of Actual Fuel Used



 


		(a)	The
                                         actual measured fuel consumption on a Voyage shall, subject to Article 2 (Ordered
                                         Speed) herein, be the sum of:



 


		(i)	the
                                         fuel oil consumed during the Voyage (expressed in tonnes) and excluding any fuel oil
                                         used in any off-hire period or Excluded Period on that Voyage; and



 


		(ii)	the
                                         fuel equivalent of the total volume of cargo lost as Boil-Off during the Voyage (expressed
                                         in tonnes of Fuel Oil Equivalent, “FOE”) excluding any Boil-Off in any off-hire
                                         period or Excluded Period on that Voyage and excluding any Boil-Off in excess of guaranteed
                                         Maximum Daily Boil-Off Rate under the circumstances described in Clause 21 (Boil-Off
                                         and Heel Management) herein, and in Article 6 (Boil-Off Performance) herein.



 


		(b)	For
                                         the purpose of this Article 4 (Calculation of Actual Fuel Used) the total LNG that is
                                         deemed Boil-Off during the Voyage shall be assumed to be the total volumetric reduction
                                         of the cargo, measured in cubic metres (m3), as determined from the difference
                                         between gauging operations at the loading and discharging ports in accordance with Article
                                         6 (Boil-Off Performance), and shall be considered available as fuel. The FOE Factor shall
                                         then be applied to the cubic metres so measured.



 


		(c)	Where
                                         Charterer have instructed the Vessel to Force Boil-Off then for purposes of the calculation
                                         of actual measured fuel consumption on that Voyage in accordance with (a) above, the
                                         FOE will be applied to the entire cargo lost as Boil-Off measured in accordance with
                                         (b) above.



 


		5.	Calculation
                                         of Fuel Consumption Warranty



 


		(a)	For
                                         each Voyage the Guaranteed Fuel Consumption shall be calculated by applying the applicable
                                         maximum daily fuel consumption in Table 6 “Speed/Consumption” of Gas Form
                                         C in Schedule 1 of the Agreement, to the given or deemed Ordered Speed. The calculation
                                         of both the Guaranteed Fuel Consumption and the actual fuel consumption shall be net
                                         of any periods of off-hire or Excluded Periods.



 


		(b)	Where
                                         the Achieved Speed is higher than the Ordered Speed, the Guaranteed Fuel Consumption
                                         will be calculated based on Ordered Speed. Where the Achieved Speed is lower than the
                                         Ordered Speed the Guaranteed Fuel Consumption will be calculated based on the Achieved
                                         Speed.



 


		(c)	Subject
                                         as hereinafter provided:



 


		(i)	there
                                         shall be a saving of fuel for a given Voyage where the Guaranteed Fuel Consumption is
                                         greater than the actual measured fuel consumption, calculated in accordance with Article
                                         4 (Calculation of Actual Fuel Used), and the saving shall be equal to that difference;
                                         and



 


		(ii)	there
                                         shall be an excess of fuel consumption for a given Voyage where the Guaranteed Fuel Consumption
                                         is less than the actual measured fuel consumption and the excess shall be equal to that
                                         difference.



 






    Page 45 of 54


     


    

 


		(d)	The
                                         calculated saving or excess of fuel consumption for a Voyage, whichever the case, shall
                                         be applied, pro rata according to distance steamed, to the total distance steamed for
                                         the whole Voyage, FAOP to EOP. This will include any periods that count as Excluded Periods
                                         under Article 2 (Ordered Speed) herein. The resultant total excess or saving shall be
                                         used in the Performance Period calculation.



 


		(e)	For
                                         any given Performance Period the quantities of excess fuel used and the quantities of
                                         fuel saved on all Voyages in the Performance Period shall each be added up. The total
                                         of fuel saved for the Performance Period shall then be offset against the total of excess
                                         fuel used for the Performance Period. If the balance is an excess of fuel consumption
                                         then Charterer shall deduct from hire due under Clause 10 (Hire) of the Agreement), an
                                         amount calculated by applying to such excess the price determined in accordance with
                                         Article 7 (Pricing) herein. If the balance is zero or a net saving, Owner shall be deemed
                                         to have complied with the Guaranteed Fuel Consumption obligations for the Performance
                                         Period.



 


		(f)	Notwithstanding
                                         the definition of Voyage, for the purpose of fuel consumption calculations, a Voyage
                                         may start:



 


		(i)	immediately
                                         after an off-hire period; or



 


		(ii)	at
                                         the time the Vessel alters speed having received a new Ordered Speed (or a revised SAT
                                         which implies a new Ordered Speed), as per Article 2(a)(ii) (Ordered Speed),



 


and
end:


 


		(iii)	immediately
                                         before an off-hire period; or



 


		(iv)	at
                                         the time the Vessel alters speed having received a new Ordered Speed (or a revised SAT
                                         which implies a new Ordered Speed), as per Article 2(a)(ii) (Ordered Speed) herein.



 


		(g)	If
                                         on any Voyage the Vessel is required to steam faster or slower than a Guaranteed Speed
                                         pursuant to an Ordered Speed (and provided this is not attributable to any failure of
                                         performance of the Vessel), the Vessel shall be deemed to have complied with the fuel
                                         consumption guarantees for the duration of such Voyage.



 


		(h)	In
                                         a case where Charterer orders the Vessel to proceed on dual fuel or Gas Only then the
                                         Boil-Off element of the actual measured fuel consumption shall be deemed equal to the
                                         actual daily Boil-Off or the guaranteed maximum Boil-Off, whichever the lesser. This
                                         is to ensure that there is no double counting with excess Boil-Off calculations under
                                         Article 6 (Boil-Off Performance) below.



 






    Page 46 of 54


     


    

 


SPECIFIC
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY
DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		(i)	Owner’s
                                         warranties relating to speed and fuel consumption shall not apply to the period between
                                         the end of one Voyage and the start of the next Voyage, being in-port time or as described
                                         in Article 5(f) (Calculation of Fuel Consumption Warranty) above.



 


		(j)	The
                                         Guaranteed Fuel Consumption for given speeds whilst at sea, Laden or Ballast, shall be
                                         the greater of the figures as shown in Table 6 “Speed/Consumption” of Gas
                                         Form C in Schedule 1 of the Agreement, and the Vessel’s Maximum Daily Boil-Off
                                         Rate in Laden or Ballast mode as applicable, and shall be inclusive of all requirements
                                         on board unless otherwise stated in this Appendix.



 


		6.	Boil-Off
                                         Performance



 


		(a)	Owner
                                         guarantees that Boil-Off rates shall not exceed those shown as “Maximum Daily Boil-Off
                                         Rate” in Gas Form C in Schedule 1 of the Agreement, subject to the qualifications
                                         in Clause 21 (Boil-Off and Heel Management).



 


		(b)	The
                                         actual amount of Boil-Off on a Voyage shall be calculated by subtracting the volume of
                                         LNG contained in the Vessel’s tanks gauged immediately at the end of a Voyage from
                                         the volume in the Vessel’s tanks gauged immediately prior to the Voyage as per
                                         the procedure stated in Clause 22(a) to (d) (Cargo and Heel Measurement) herein.



 


		(c)	The
                                         Boil-Off excess or saving on any Voyage shall be determined as the difference between
                                         the guaranteed Boil-Off for the Voyage (i.e. the Maximum Daily Boil-Off Rate applied
                                         to the lapsed time between gauging operations), and the actual Boil-Off for that Voyage.



 


		(d)	For
                                         any given Performance Period of the Agreement the quantities of excess or saved Boil-Off
                                         for each Voyage shall be calculated. The total Boil-Off for all the Voyages where there
                                         was a saving shall then be set off against the total Boil-Off for all the Voyages where
                                         there was an excess. If the balance is a net excess of Boil-Off then Charterer may deduct
                                         from hire due under Clause 10 (Hire) of the Agreement, an amount calculated by applying
                                         the LNG Price to such excess. If the balance is zero, or a net saving, then Owner shall
                                         be deemed to have complied with the Boil-Off Guarantees for the Performance Period.



 


		(e)	If
                                         a Voyage is less than ***** (*****) hours in duration, the Boil-Off guarantee shall be
                                         deemed to have been complied with for that Voyage.



 


		(f)	The
                                         Boil-Off guarantee shall be deemed to have been complied with for any Voyage with weather
                                         conditions in which the Vessel has to proceed in wind force in excess of Beaufort Force
                                         ***** for more than ***** (*****) hours noon to noon. For the purposes of calculating
                                         claims, the Wind Force reported in the Master’s noon report shall be used. Charterer
                                         may employ the services of a reputable weather reporting company at its own cost.



 


		(g)	If
                                         Charterer gives orders that require the Master to undertake tank transfers of Heel to
                                         maximise Heel deployment during a ballast Voyage, the Boil-Off guarantee shall be deemed
                                         to have been complied with for the period of that transfer.



 






    Page 47 of 54


     


    

 


SPECIFIC
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY
DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		(h)	Following
                                         any tank transfers under Article 6(g) (Boil-Off Performance) above, if Charterer then
                                         orders the Vessel to undertake spray cooling in cargo tanks, the Boil-Off guarantee shall
                                         be deemed to have been complied with for the duration of that spraying.



 


		(i)	The
                                         Boil-Off guarantee shall be deemed to have been met, irrespective of the Achieved Speed,
                                         for any ***** (*****) hour period, measured noon to noon, within which Charterer orders
                                         the Vessel to:



 


		(i)	Force
                                         Boil-Off; or



 


		(ii)	condition
                                         the cargo such that the cargo temperature is reduced or the saturated vapour pressure
                                         of a cargo is reduced, prior to arriving at a discharge port.



 


		(j)	Should
                                         the Vessel have been off-hire during any Voyages then the Boil-Off excess or saving for
                                         that Voyage shall be pro-rated in the same proportion as the time on hire is to the total
                                         time between gauging operations.



 


		7.	Pricing



 


		(a)	The
                                         price of all liquid fuels shall be at that paid for the last bunkering operation for
                                         such fuels in the Performance Period; and



 


		(b)	The
                                         FOE shall be that agreed for the Agreement, or should the Parties agree otherwise, the
                                         arithmetic average of each FOE for all the cargoes discharged during the Performance
                                         Period.



 






    Page 48 of 54


     


    

 


SPECIFIC
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY
DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


	Attachment B.	              
                                         Indemnity Agreement for Boarding Vessel



 


Letter
of Indemnity for Boarding Vessel


 


	To the Master of Vessel:	Date: ____ / ____/ ______




 


		1.	With
                                         respect to this Agreement in relation to the vessel named I hereby request you to allow
                                         me as the supervisor/inspector/supernumerary/representative supercargo on board your
                                         Vessel during the forthcoming voyage/loading/discharging operations.
	 	2.	In
                                         consideration of your complying with this request I hereby assume all risk of loss of
                                         life, personal injury, loss or damage to personal effect or luggage or other property,
                                         whilst on board or whilst embarking or disembarking unless caused by the gross negligence
                                         and/or wilful misconduct of you and/or (insert name of Owner, Managers and Charterer,
                                         as applicable) and/or your subsidiary, affiliated or associated companies and/or
                                         your contract partners. Furthermore, I hereby waive all rights against you and/or your
                                         subsidiary, affiliated or associated companies and/or your contract partners, in respect
                                         of any such loss, damage, illness, injury or death except where caused by your gross
                                         negligence and/or wilful misconduct.
	 	3.	I
                                         recognise that the Vessel is not a passenger ship and there is no warranty that the Vessel
                                         is fit for the carriage of passengers, any undertaking as to seaworthiness that might
                                         otherwise exist being hereby expressly waived.
	 	4.	I
                                         agree that this letter shall be governed by and construed in accordance with English
                                         law, and any dispute, controversy or claim arising or resulting out of or relating to
                                         this letter, or the breach, termination, or invalidity thereof, shall be settled by arbitration
                                         in accordance with the London Maritime Arbitrators Association (“LMAA”) Rules
                                         currently in force. The number of arbitrators shall be three. The Parties shall attempt
                                         to jointly appoint an arbitrator within ***** (*****) days of a request in writing to
                                         do so by either Party. If a sole arbitrator cannot be agreed then arbitrators shall be
                                         appointed as per the LMAA Rules currently in force.
	 	5.	The
                                         place of the arbitration shall be London, England. The arbitration proceedings, including
                                         the making of the award, shall be conducted in English and in accordance with the Arbitration
                                         Act 1996 as amended from time to time.



 


	Name of person	:
	Company	:
	Title	:
	Address of residence	:
	Passport number	:
	Signed by	:




 






    Page 49 of 54


     


    





 


	Attachment C. 	                Safety
and Environmental Reporting Template 



 


Safety and Environmental Monthly
Reporting Template


 


	Shell Safety and Environmental

Monthly Reporting Template	
        Return                    to:

                        Charterer marked for the attention of:      

         

        Fax:         

                        Phone:

                        Email:      

	 	 
	Time Chartered Vessel Name	 
	Management Company	 
	Month	 
	 	 
	OIL SPILL INCIDENTS

(Any amount entering the water) Approximate volume in barrels and brief details	 
	ANY OTHER INCIDENTS

resulting in or having potential for injury, damage or loss	 



 



 






    Page 50 of 54


     


    

 


                 FOR
DEFINITIONS OF INCIDENT CLASSIFICATION AND EXPOSURE HOURS PLEASE SEE OIL COMPANIES


 


                INTERNATIONAL
MARINE FORUM (OCIMF) BOOKLET “Marine Injury Reporting Guidelines” (February 1997) or any subsequent version, amendment,
or variation to them  




 


	A.
    No. Of crew:	 
	B.
    Days in month / period:	 
	EXPOSURE
    HOURS (A x B x 24): 	 
	
	 
	LOST
    TIME INJURIES (LTI’S) including brief details / any treatments	 
	
            

         

         

         

         

         

         

         
	 
	 	 
	TOTAL
    RECORDABLE CASE INJURIES (TRC’S) including brief details / any treatments	 
	
             

          

         

         

         
	 
	
	 










    Page 51 of 54


     


    

 


PLEASE CONFIRM
YOUR RETURN CONTACT DETAILS:




 


	           Name:
         
	Phone:
         
	Fax:
         
	Email:
         


  


Return for each calendar month –
by 10th of following month.


  


	Shell Safety and Environmental

        Monthly Reporting Template

         

         

         

         

         
	Return
                                                      to:
         

    Charterer marked for the attention of:      

    Fax: 

    Phone: 

    Email:
	 	 



 






    Page 52 of 54


     


    

 


	Time Chartered Vessel Name	 
	Management Company	 
	Month	 






	

        Notes:            Please enter zero i.e. "0" where any
        amount is nil (rather than entering "Nil" or N/A")

         

        Please
        do not enter a % sign in the entry boxes for Fuel Sulphur content i.e. if it is 3% then just enter "3".

         

        Cargo loaded
        for LNG vessels should also be reported as tonnes and not as m3

        




 


	Monthly Consumption – Fuel Oil mt	 
	Sulphur content of Fuel Oil (percentage weight)	 
	Monthly Consumption –Gas Oil mt	 
	Monthly
    Consumption (LNG ships only) – Fuel Gases mt	 



 


  Please do not enter a % sign in the entry boxes for Fuel Sulphur content
i.e. if it is 3% then just enter 3". Cargo loaded for LNG vessels should also be reported as tonnes and not as m3.  
    




 






    Page 53 of 54


     


    

 


	Monthly
    Distance Steamed	 
	Monthly
    Cargo Loaded - mt	 



 


	 	 






	Refrigerant
    Gas Consumption - Type	 
	Refrigerant
    Gas Consumption – Quantity (litres)	 
	 	 
	Garbage
    Disposal m3 – At Sea	 
	Garbage
    Disposal m3 – Incinerated on Board	 
	Garbage
    Disposal m3 – Sent Ashore	 
	 	 
	OIL SPILL INCIDENTS

         

        (Other than those entering the
        water)Approx. volume & brief details

         
	 

         

             

         



  


Return for each calendar
month – by 10th of the month


  






    Page 54 of 54


     


    

 



 


Appendix
2 – FSRU Terms


 


Execution Version


 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


Appendix 2 to the Lease and Maintenance
Agreement between Hoegh LNG Cyprus Limited and Hoegh LNG Chartering LLC dated 30 April 2020 (the “Agreement”) 


 


FSRU Terms


 


		1.	Definitions



 


In this Appendix 2, save
where the context otherwise requires, the following words and expressions shall have the meanings respectively ascribed to them
in this Clause 1 of this Appendix 2. Capitalized terms not otherwise defined in this Clause 1 shall have the meaning given in Clause
1 of the main body of the Agreement.


 


	Adverse Weather Conditions	means weather and/or sea conditions (as stated in the Conditions of Use) that are sufficiently severe to prevent the LNG Shuttle Tanker to proceed berthing or unloading and/or the Vessel from proceeding to receive or re-gasify LNG (as the case may be) in accordance with one or more of the following: (a) the standards prescribed in published regulations in effect at the port; or (b) by order of the harbour master at the port authority; or (c) as determined by the master of the LNG Shuttle Tanker/Vessel, acting as a reasonable and prudent operator.
	Conditions of Use 	means the conditions of use, including rules and procedures, applicable to LNG Shuttle Tankers calling at and unloading LNG at the Vessel that relate to safety, insurance, liability, and the technical and operational requirements for such LNG Shuttle Tankers. The Conditions of Use shall be prepared and provided by Owner, acting as a reasonable and prudent operator, in cooperation with Charterer, terminal operator and potential LNG suppliers but, for the avoidance of doubt, shall not be effective unless first approved by the port authority.
	Deficiency Quantity	has the meaning set out in Clause 4.2(b) of this Appendix 2.
	Force Majeure	has the meaning set out in Clause 10.1 of this Appendix 2.
	FSRU Services	means the services identified in Clause 2.1 of this Appendix 2, or any of them.
	LNG Shuttle Tanker	means LNG carrier vessels nominated by Charterer or a sub-charterer to unload LNG at the Vessel which shall be in all respects compatible with the Vessel and have valid OCIMF SIRE Report, be in compliance with applicable Laws and which is subject to the Conditions of Use and Owner's rights of inspection and approval, such approval not to be unreasonably withheld or delayed.
	Loading Point	has the meaning set out in Clause 2.1 (a) of this Appendix 2.
	Maximum Daily Contract Quantity	has the meaning set out in Clause 4.1 of this Appendix 2.
	Off-Hire	has the meaning set out in Clause 7.1(a) of this Appendix 2.
	Off-Hire LDs	has the meaning set out in Clause 7.1(b) of this Appendix 2.
	Point of Interconnection	means the junction point on the flange connecting the unloading manifold with the flange coupling of the regasified LNG loading line at the FSRU Site’s pipeline facilities.





 






     


     


    

 


	Prolonged Off-Hire	has the meaning set out in Clause 7.3 of this Appendix 2.
	Reduced Performance	has the meaning set out in Clause 4.2 of this Appendix 2.
	Reduced Performance LDs	has the meaning set out in Clause 7.4 of this Appendix 2.
	Reduced Performance Percent	has the meaning set out in Clause 4.2(b) of this Appendix 2.
	Risk Zone	has the meaning set out in Clause 8.1 of this Appendix 2.
	Service Excusable Event	means (a) lack of or insufficient LNG inventory supplied by the Charterer or its sub-charterer when required hereunder, (b) off-specification LNG supplied by or for the account of Charterer or its sub-charterer hereunder, (c) lack of or insufficient gas off-take capacity, (d) any matter or event related or attributable to the jetty, pipeline facilities, the pipeline or any downstream facilities, as applicable, or (e) breach of any obligations or undertakings by the Charterer under this Agreement necessary for Owner to render the FSRU services hereunder.
	Sub-Charter FM Provisions	has the meaning set out in Clause 10.8 of this Appendix 2.


 


		2.	FSRU Services



 


		2.1	Owner shall provide the FSRU Services at such times that the Vessel is in FSRU Mode at the FSRU
Site from and after the Commencement Date. The FSRU Services shall consist of:



 


		(a)	Receiving LNG from Shuttle Tankers at the point where the outlet flanges of the Shuttle Tanker's
manifold connect with the inlet flanges of the LNG loading lines of the Vessel (the “Loading Point”);



 


		(b)	The metering and quality measurement of the unloaded LNG to be agreed between the Parties;



 


		(c)	Storage of LNG on board the Vessel;



 


		(d)	Regasification of LNG on board the Vessel;



 


		(e)	Delivery of regasified LNG (natural gas) duly nominated by the Charterer hereunder to the Point
of Interconnection up to the Maximum Daily Contract Quantity;



 


		(f)	The metering and quality measurement of the discharged regasified LNG on the Vessel for metering
of LNG inventory control and energy balance, in accordance with the provisions to be agreed between the Parties; and



 


		(g)	Other activities necessarily related or incidental to Owner’s performance of the foregoing.



 


		2.2	The FSRU Services shall not include (a) the supply of LNG or the transportation thereof to the
Loading Point, (b) tug and pilot services for the LNG Shuttle Tankers, (c) the transportation of regasified LNG from the Point
of Interconnection, and (d) the marketing or sale of regasified LNG.



 


		2.3	Clause 4 (Drugs and Alcohol), Clause 5 (Incident Reporting), Clause 18 (Grade of Bunkers), Clause
19 (Quantity Determination of Bunkers and Heel), Clause 33 (Insurance and ITOPF), Clause 34 (ISPS Code and United States MTSA 2002),
and Clause 47 (Salvage) of Appendix 1 (LNGC Terms) of the Agreement shall deemed to be incorporated herein by reference and shall
apply mutatis mutandis to Owner and Charterer when the Vessel is in FSRU Mode.



 









    Page 2 of 11


     


    

 


SPECIFIC TERMS IN THIS
EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED,
AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		2.4	In due time before the Vessel will commence FSRU Mode, the Parties to agree detailed (a) re-commissioning
and start-up provisions and (b) regas operation provisions, including gas measurement and quality provisions and gas nomination
and delivery provisions.



 


		3.	Guaranteed Performance Standards



 


Subject, in every case, to the terms of
this Agreement, including Clause 2.4 of this Appendix 2, the FSRU performance standards of the vessel are as detailed further below.


 


		4.	Regasified LNG Delivery



 


		4.1	Maximum Daily Contract Quantity



 


Subject
to (a) any Service Excusable Event, (b) Force Majeure, (c) use of the Annual Maintenance Allowance, and (d) the availability of
LNG volumes in excess of the Heel, for each day after the Commencement Date, Charterer shall have the right to nominate for vaporization
and delivery from the Vessel to the Point of Interconnection a quantity of regasified LNG up to ***** Standard
Cubic Feet per day (***** MMscfd) (the “Maximum Daily Contract Quantity”).



 


		4.2	Service Failure



 


Without
prejudice to any gas nomination and delivery provisions agreed by the Parties and subject that Charterer shall exercise all reasonable
efforts to provide Owner with line packing buffer and/or catch up assistance in order for Owner to deliver the duly nominated volume
of regasified LNG, for each day that the Owner fails to deliver *****percent (*****%)
of Charterer’s duly nominated volume of regasified LNG (natural gas) at the Point of Interconnection in accordance with the
provisions of this Agreement, due to causes other than (a) Force Majeure (where the provisions of Clause 10 of this Appendix 2
shall apply) (b) any Service Excusable Event; (c) Adverse Weather Conditions (where the provisions of Clause 5 of this Appendix
2 shall apply); or (d) such other events or circumstances expressly provided herein as may excuse (in whole or in part) performance
by Owner of its obligations to deliver up to the Maximum Daily Contract Quantity (the “Reduced Performance”),
either of the following shall apply; 


 


		(a)	For each day during which the Owner has succeeded to deliver ***** percent (*****%) or more of
Charterer’s duly nominated volume of regasified LNG (natural gas) at the Point of Interconnection, the Hire for such day
shall be payable in full without any reduction.



 


		(b)	For each day of Reduced Performance, the volume of regasified LNG equal to the difference between
the nominated volume and the actual regasified LNG volume that the Owner has delivered on such day shall be the (“Deficiency
Quantity”) and the Hire applicable to such day shall be reduced by the percentage equal to (i) the Deficiency Quantity
divided by (ii) the nominated volume (the “Reduced Performance Percent”).



 









    Page 3 of 11


     


    

 


SPECIFIC TERMS IN THIS
EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED,
AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		5.	Adverse Weather Conditions 



 


During periods of Adverse Weather
Conditions in the vicinity of the FSRU Site, the Vessel may leave the FSRU Site temporarily under her own propulsion to a safe
port or place and thereafter return as soon as the FSRU Site ceases to be subject to such Adverse Weather Conditions. Where the
Vessel is prevented from providing the FSRU Services by reasons of Adverse Weather Conditions, the Vessel shall be Off-Hire and
the Charterer shall not be liable to pay the Hire to the Owner. For avoidance of doubt, no Off-Hire LDs shall apply in case of
Off-Hire under this Clause 5 and any such time spent Off-Hire shall not be counted towards any period(s) of Prolonged Off-Hire
under Clause 7.3 of this Appendix 2.


 


		6.	Fuel Consumption



 


		6.1	Use of LNG as fuel



 


The Charterer shall provide,
at its expense, sufficient LNG for use as fuel gas on the Vessel. LNG fuel gas consumption on the Vessel shall not exceed the amounts
set forth in Clause 6.2 of this Appendix 2. Based on monthly reconciliations, the Owner shall pay the Charterer for any excess
fuel gas consumption at the LNG Price. Notwithstanding anything to the contrary in this Agreement, the Charterer shall always bear
the cost for any boil-off gas burned for dumping while the Vessel is operating at reduced output or speed (such threshold will
be mutually agreed by the Parties based on the Vessel’s technical operational specifications).


 


		6.2	Fuel gas consumption guaranteed



 


	Retainage
	Send out profile	With LNG Loading	Without LNG Loading
	0 MMscfd	NBOG: *****%/day of total cargo tank              volume.	NBOG: *****%/day of total cargo tank               volume.
	200 MMscfd	***** %	***** %
	400 MMscfd	***** %	***** %
	500 MMscfd	***** %	***** %


 


 


		6.3	Conditions for the given fuel consumption and retainage values with use of LNG as fuel:



 


		(a)	***** bar g delivery pressure.



 









    Page 4 of 11


     


    

 


SPECIFIC TERMS IN THIS
EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED,
AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		(b)	Maximum daily pilot fuel consumption: ***** tons/day.



 


		(c)	The LNG Shuttle Tankers of ***** bar g prior to unloading and max tank pressure ***** bar g after
loading and use LNG as fuel during the operation.



 


A send out
rate of ***** MMscfd needed to handle all excess BOG at loading condition and to obtain the maximum loading rate of ***** m3/hr.
For send out rate of;


 


		1.	***** MMscfd a loading rate of ***** m3/hr is basis;



 


		2.	***** MMscfd a loading rate of ***** m3/hr is basis;



 


		3.	***** MMscfd a loading rate of ***** m3/hr is basis



 


In case the
regasification flow rate is different from the point specified in the tables provided above, retainage shall be interpolated on
linear basis between the two points specified starting from minimal regasification flow rate of *****MMscfd. *****% margin on interpolation
result should be allowed to account for changes in generator efficiency at different loads.


 


		7.	Off-Hire



 


		7.1	Off-Hire



 


		(a)	Except if due to a Force Majeure event, use of the Annual Maintenance Allowance (where the provisions
of Clause 13.3 of the Agreement shall apply), or to an action attributable to a Charterer Indemnified Party, on each and every
occasion where the Vessel otherwise ceases to be at the disposal of the Charterer in accordance with the terms of this Agreement
(“Off-hire”) for whatsoever reason including, but not limited to:



 


		(i)	any damage, defect, breakdown, deficiency (whether partial or total) of, or accident to, any part
of the Vessel; or



 


		(ii)	due to deficiency of personnel or stores; repairs; time in and waiting to enter dry dock for repairs;
overhaul, maintenance or survey; collision, stranding, accident or damage to the Vessel; or any other similar cause preventing
the working of the Vessel; or



 


		(iii)	due to industrial action, or any labour disputes attributable to deficiency of Owner, or the failure
or refusal or inability of the officers and/or crew to perform the services required under this Agreement or breach of orders or
neglect of duty on the part of the officers or crew; or



 


		(iv)	due to a failure by the Vessel to comply with Laws, physical requirements or operational practices
at the FSRU Site,



 


then,
Hire shall not be payable by the Charterer.


 









    Page 5 of 11


     


    

 


SPECIFIC TERMS IN THIS
EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED,
AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		(b)	Furthermore, if the Charterer is liable to pay liquidated damages for Off-Hire under a Vessel Contract,
the Owner shall indemnify the Charterer for such liquidated damages, subject to an aggregate maximum limit set out in Clause 7.5
of this Appendix 2 (the “Off-Hire LDs”). The Charterer shall be entitled to deduct any Off-Hire LDs from the
Owner’s monthly invoice covering the period during which the Off-Hire has occurred. Notwithstanding anything to the contrary
whatsoever, the Vessel shall not be Off-Hire if any FSRU Services are being provided under this Agreement and Clause 4.2 of this
Appendix 2 shall apply.



 


		7.2	Expenses and Boil-Off During Off-Hire



 


		(a)	Port charges (excluding any pier rental), pilotage, and other similar expenses incurred by the
Vessel during periods of Off-Hire or consequent to the putting into any port or place other than the FSRU Site, shall be borne
by the Owner.



 


		(b)	If any LNG is lost as boil-off or consumed as vapour during periods of Off-Hire, the Owner shall
reimburse the Charterer for the LNG lost at the LNG Price.



 


		(c)	Where accurate measurement of LNG lost as boil-off during any such Off-Hire period is impossible
for whatever reason, the LNG lost as boil-off shall be assumed to have occurred at a constant rate equal to that obtained by measurement
between official gaugings of the Vessel’s cargo tanks.



 


		7.3	Termination for Prolonged Off-Hire



 


In
the event that in any Contract Year, the Vessel is Off-Hire for any period exceeding i) ***** (*****)
consecutive days, or ii) ***** (*****)
non-consecutive days (“Prolonged Off-Hire”), then Charterer shall have the option to terminate this Agreement
by giving notice in writing to Owner pursuant to Clause 16.3(a) (Right of Termination) of the Agreement, provided that if Charterer
elects to terminate this Agreement, Owner shall reimburse Charterer for all LNG onboard including Heel at the LNG Price as well
as accrued Off-Hire LDs and other Damages that may be due to Charterer pursuant to Clause 7.1 of this Appendix 2
at the date of such termination.  This Clause 7.3 is without prejudice to any other rights or obligations of Owner or Charterer
under this Agreement.  


 


		7.4	Reduced Performance Liquidated Damages



 


Further to
the reduction of the Hire as provided in Clause 4.2 of Appendix 2, during any Reduced Performance periods, if the Charterer is
liable to pay liquidated damages for reduced performance under a Vessel Contract, the Owner shall indemnify the Charterer for such
liquidated damages subject to an aggregate maximum limit set out in Clause 7.5 of this Appendix 2 (the “Reduced Performance
LDs”). The Charterer shall be entitled to deduct any Reduced Performance LDs from Owner’s monthly invoice covering
the Hire for the month during which the Reduced Performance has occurred.


 









    Page 6 of 11


     


    

 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		7.5	Owner’s Maximum Liability for Off-Hire and Reduced Performance



 


The
Owner's liability for Reduced Performance LDs and Off-Hire LDs under Clauses 7.1 and 7.4 of this Appendix 2
shall in any event be limited to an aggregate maximum amount of USD ***** (US$ *****) per Contract Year and to be calculated
proportionally for the first and final Contract Years. For the avoidance of doubt, subject to Clauses 7.2 and 7.3 of this Appendix
2, the non-payment of Hire, the payment of reduced Hire and the application
of Off-Hire LDs and/or Reduced Performance LDs pursuant to Clauses 7.1 and 7.4 of this Appendix 2
shall be the sole and exclusive remedy of Charterer in respect of any event of Off-Hire and/or Reduced Performance.


 


		8.	War 



 


		8.1	The Vessel shall not be required to continue to or remain at the FSRU Site nor be used for any
service which will cause the Vessel to be within a zone which is dangerous ("Risk Zone") as a result of any actual
or threatened act of war, hostilities, warlike operations, acts of piracy by any Person whatsoever, or by revolution, civil war
or civil commotion.



 


		8.2	Should the Vessel be in, or approach, or be brought or ordered within any such Risk Zone (even
though it may already be at the FSRU Site), or be exposed in any way to those risks, the Parties shall, to the extent reasonably
practicable meet to agree to mutually acceptable mitigating actions, failing which either Party shall be entitled to terminate
this Agreement with immediate effect by giving written notice of such termination to the other Party, without liability for either
of the Parties. In such event Hire shall continue to be payable in accordance with the provisions of this Agreement up to the date
of such termination.



 


		9.	Indemnification



 


		9.1	Indemnification by Owner



 


During the
Term, Owner shall release, protect, defend, indemnify and hold Charterer harmless from and against any and all Damages (whether
based on applicable Law, contract, equitable cause or otherwise) that may be imposed on, incurred by, or asserted against any Charterer
Indemnified Party arising out of, attributable to or in connection with any of the following:


 


		(a)	any damage to or loss of the Vessel and of Owner’s property and, if applicable, any cargo
on board or the property of any Owner Indemnified Party and any personal injury or death (including fatal injury, illness or disease)
of Owner’s employees or servants, or those of any Owner Indemnified Party, regardless of cause or whether or not the negligence,
act, omission, default, error or breach by Charterer or any Charterer Indemnified Party (or their respective agents) caused or
contributed to such Damages; and



 






    Page 7 of 11


     


    

 





		(b)	any damage to or loss of property of any Person not being an Owner Indemnified Party or a Charterer
Indemnified Party, and any personal injury or death (including fatal injury, illness or disease) of any Person not being an Owner
Indemnified Party or a Charterer Indemnified Party (or an employee or servant of a Charterer Indemnified Party or an Owner Indemnified
Party) arising directly or indirectly from any negligent act, omission, error or breach of duty by any Owner Indemnified Party;



 


		(c)	any and all damage or harm to the environment, including fines imposed by a Governmental Authority,
including Damages for control, removal, remediation, restoration and clean-up of all pollution or contamination , arising from
or on account of pollution or contamination resulting from fire, blowout, cratering, seepage, leakage or any other uncontrolled
or unlawful flow of liquids, gas, water or other substances, which originates from the Vessel or the property of any Owner Indemnified
Party used in direct connection with the operation of the Vessel under this Agreement, including spills or leaks of fuel, lubricants,
oils, pipe dope, paints, solvents, ballasts, bilge, garbage, sewerage, or from any other equipment or materials in the possession
or control of any Owner Indemnified Party, regardless of fault or whether or not the negligence, act, omission, default, error
or breach by any Charterer Indemnified Party caused or contributed to such Damages; and



 


		(d)	any and all losses arising directly or indirectly from or incurred by reason of any failure by
any Owner Indemnified Party to comply with, or for any contravention of, any applicable Law (including laws related to Sanctions),
including any claims or penalties imposed by any Governmental Authority.



 


		9.2	Indemnification by Charterer



 


During the Term, Charterer
shall release, protect, defend, indemnify and hold Owner harmless from and against any and all Damages (whether based on applicable
Law, contract, equitable cause or otherwise) that may be imposed on, incurred by, or asserted against any Owner Indemnified Party
arising out of, attributable to or in connection with any of the following:


 


		(a)	any damage to or loss of Charterer’s property, or that of any Charterer Indemnified Party,
and personal injury or death (including fatal injury, illness or disease) of its employees or its servants, or those of any Charterer
Indemnified Party, regardless of cause or whether or not the negligence, act, omission, default, error or breach by any Owner Indemnified
Party caused or contributed to such Damages;



 


		(b)	any damage to or loss of property of any Person not being a Charterer Indemnified Party or an Owner
Indemnified Party and any personal injury or death (including fatal injury, illness or disease) of any Person not being a Charterer
Indemnified Party or an Owner Indemnified Party (or an employee or servant of a Charterer Indemnified Party or an Owner Indemnified
Party), arising directly or indirectly from any negligent act, omission, error or breach of duty by any Charterer Indemnified Party,
regardless of whether or not the negligence, act, omission, default, error or breach by any Owner Indemnified Party caused or contributed
to such Damages; and



 






    Page 8 of 11


     


    

 





		(c)	any and all losses arising directly or
indirectly from or incurred by reason of any failure by any Charterer Indemnified Party to comply with, or for any contravention
of, any applicable Law (including laws related to Sanctions), including any claims or penalties imposed by any Governmental Authority.
	 	 	 



		9.4	No Limitation



 


The aggregate
payment due by either Party under this Clause 9 shall be without monetary limitation.


 


		10	Force Majeure 



 


		10.1	Subject to Clause 10.2, whether expressly provided or not in this Agreement, a Party shall not
be responsible for (i) any failure to perform any of its obligations or undertakings under this Agreement or (ii) for any loss
or damage or delay arising from a failure, delay or omission in performing its obligations hereunder, due to or arising or resulting
from any of the following events to the extent beyond the reasonable control of the Party to avoid, prevent or overcome and that
does not result from the fault or negligence of, or the failure to avoid or overcome by the exercise of reasonable diligence by,
the Party (each an event of “Force Majeure”):



 


		(a)	fire, explosion, atmospheric disturbance, lightning, earthquake, tidal wave, tsunami, tsunami warning,
typhoon, tornado, hurricane or named storms, flood, landslide, soil erosion, subsidence, washout, perils of the sea or other acts
of God;



 


		(b)	war (whether declared or undeclared), blockade, civil war, act of terrorism, invasion, revolution,
insurrection, acts of public enemies, mobilization, civil commotion, riots, sabotage or assailing thieves;



 


		(c)	acts of princes or rulers or acts of any Governmental Authority, or compliance with such acts,
that directly affect such Party’s ability to perform its obligations hereunder;



 


		(d)	plague or other epidemics or quarantines;



 


		(e)	freight or other embargo or Sanctions or Sanctions Exposure;



 


		(f)	strike, lockout or industrial disturbance at the FSRU Site (excluding that of the Parties, their
Affiliates or their subcontractors); or



 


		(g)	chemical or radioactive contamination or ionizing radiation.



 


		10.2	Events Not Force Majeure



 


The following events shall not
constitute Force Majeure:


 


		(a)	a Party’s inability to finance its obligations under this Agreement or the unavailability
of funds to pay amounts when due in the currency of payment;



 


		(b)	the withdrawal, denial or expiration of or failure to obtain any approval, permit, license or consent
of any Governmental Authority caused by a Party’s: (i) actions, including a violation of or breach of the terms and conditions
of any existing approval, permit, license or consent or other requirement
of applicable Law; or (ii) the failure to apply for or follow the necessary procedures to obtain any approval, permit, license
or consent or request, acquire or take all commercially reasonable actions to obtain the maintenance, renewal or reissuance of
the same;



 









    Page 9 of 11


     


    

 


SPECIFIC TERMS IN THIS
EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED,
AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		(c)	changes in a Party’s market factors, default of payment obligations or other commercial,
financial or economic conditions; and



 


		(d)	the breakdown or failure of machinery caused by normal wear and tear that should have been avoided
or the failure to use due diligence to comply with the manufacturer’s recommended maintenance and operating procedures.



 


		10.3	Notice, Resumption of Normal Performance



 


As
soon as possible upon the occurrence of an event that a Party considers may result in an event of Force Majeure, and in any event
within ***** (*****)
calendar days from the date of the occurrence of an event of Force Majeure, such Party shall give notice thereof to the other Party
describing in reasonable detail:


 


		(a)	the event giving rise to the potential or actual Force Majeure claim, including but not limited
to the place and time such event occurred;



 


		(b)	to the extent known or ascertainable, the obligations which may be or have actually been delayed
or prevented in performance and the estimated period during which such performance may be suspended or reduced, including the estimated
extent of such reduction in performance; and



 


		(c)	the particulars of the program to be implemented to ensure full resumption of normal performance
hereunder.



 


Such notices shall thereafter
be supplemented and updated from time to time as may be necessary, or requested by the other Party, during the period of such claimed
Force Majeure specifying the actions being taken to remedy the circumstances causing such Force Majeure and the date on which such
Force Majeure and its effects end.


 


		10.4	Examination



 


		(a)	The Party invoking Force Majeure shall, at the request of the other Party, give or procure access
if they are able to do so (at the expense and risk of the other Party) at all reasonable times for a reasonable number of representatives
of such Party to examine the scene of the event and the facilities affected which gave rise to the Force Majeure claim.



 


		(b)	In case of a Force Majeure event, the Party invoking Force Majeure shall take all measures reasonable
in the circumstances to overcome or rectify the event of Force Majeure and its consequences and resume normal performance of this
Agreement as soon as reasonably possible once
the event of Force Majeure has passed or been remedied; provided, however, that the settlement of any strike, lockout or industrial
disturbance shall be in the sole discretion of such Party. To the extent that the Party invoking Force Majeure fails to use reasonable
efforts to overcome or mitigate the effects of an event of Force Majeure, it shall not be excused for any delay or failure in performance
that would have been avoided by using such commercially reasonable efforts.



 









    Page 10 of 11


     


    

 


SPECIFIC TERMS IN THIS
EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED,
AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


		10.5	Hire during events of Force Majeure



 


In case of Force Majeure acting
on the Vessel; no Hire shall be payable to the extent that the Charterer is unable to operate the Vessel and/or comply with its
obligations under any applicable Vessel Contract.


 


In
case of Force Majeure acting on anything other than the Vessel, Hire shall be reduced to *****percent
(*****%) of the rate specified in Clause 10.1(a),
save where Charterer continues to receive payment under a Vessel Contract, in which case any reduction in Hire under this Agreement
shall correspond only to the reduction in payment under such Vessel Contract. 


 


		10.6	Termination for Force Majeure Delay



 


Either
Party shall have the right to terminate this Agreement if a Force Majeure event lasts for a period more than ***** (*****)
consecutive days, by providing the other Party with ***** (*****)
days prior written notice thereof. The termination of this Agreement under this Clause 10.6 shall be without any liability on either
Party and without prejudice to any other rights of either Party that may have accrued prior to the effective date of such termination,
and any provisions of this Agreement necessary for the exercise of such accrued rights shall survive termination of this Agreement
to the extent so required. 


 


Notwithstanding the other provisions
of this Clause 10, in case of Sanctions (ref. Clause 40 of Appendix 1), either Party shall be entitled to terminate this Agreement,
without any liability on either Party (subject to the Parties’ indemnity obligations under Clause 9 of this Appendix 2),
upon written notice to the other Party, where such termination is reasonably necessary to avoid Sanctions Exposure; or breach of
Sanctions.


 


		10.7	Limitations on Force Majeure



 


The occurrence
of Force Majeure events shall not affect any of the Parties’ obligations to indemnify, reimburse, hold harmless or otherwise
pay the other under Clause 9 of this Appendix 2 or elsewhere in this Agreement, and the Parties’ options to otherwise terminate
this Agreement in accordance with its terms.


 


		10.8	Force Majeure provisions in Vessel Contract



 


If the
Charterer enters into a Vessel Contract for operating in FSRU Mode which include force majeure provisions, the Parties agree
that the force majeure provisions in the Vessel Contract (the “Sub-Charter FM Provisions”) shall be deemed
to be incorporated herein by reference and shall apply mutatis mutandis to Owner and Charterer with such amendments as
may be logically appropriate including, for example, that any reference to “owner” in the Sub-Charter FM
Provisions shall be deemed to refer Owner hereunder and any references to “charterer” shall be deemed to refer
Charterer hereunder. The Charterer shall keep the Owner duly informed of the negotiations of any such provisions and the
Owner shall be entitled to provide any comments before the final terms are agreed. The Sub-Charter FM Provisions shall be
effective between the Parties for the duration of the relevant Vessel Contract.


 








    Page 11 of 11