Exhibit 10.20


 

 


 






 


SHARE PURCHASE AGREEMENT


 


Dated August 14, 2014


 


among


 


GASLOG CARRIERS LTD.,


 


GASLOG LTD.


 


and


 


GASLOG PARTNERS LP


 


 


 




    	 



    	



    


TABLE OF CONTENTS


 


	 	 	Page
	ARTICLE I	 	 
	 	 	 
	Interpretation	 	 
	 	 	 
	SECTION 1.01. Definitions	 	2
	 	 	 
	ARTICLE II	 	 
	 	 	 
	Purchase and Sale of Shares; Closing	 	 
	 	 	 
	SECTION 2.01. Purchase and Sale of Shares	 	8
	SECTION 2.02. Closing	 	8
	SECTION 2.03. Place of Closing	 	8
	SECTION 2.04. Purchase Price for Shares	 	8
	SECTION 2.05. Working Capital Adjustment	 	8
	SECTION 2.06. Payment of the Purchase Price	 	10
	 	 	 
	ARTICLE III	 	 
	 	 	 
	Representations and Warranties of the Buyer	 	 
	 	 	 
	SECTION 3.01. Organization and Limited Partnership Authority	 	10
	SECTION 3.02. Agreement Not in Breach of Other Instruments	 	10
	SECTION 3.03. No Legal Bar	 	10
	SECTION 3.04. Securities Act	 	10
	SECTION 3.05. Independent Investigation	 	11
	 	 	 
	ARTICLE IV	 	 
	 	 	 
	Representations and Warranties Regarding the Sponsor	 	 
	 	 	 
	SECTION 4.01. Organization and Corporate Authority	 	11
	SECTION 4.02. Agreement Not in Breach	 	11
	SECTION 4.03. No Legal Bar	 	11
	 	 	 
	ARTICLE V	 	 
	 	 	 
	Representations and Warranties Regarding the Seller and the GAS-sixteen Vessel Owner	 	 
	 	 	 
	SECTION 5.01. Organization Good Standing and Authority	 	12
	SECTION 5.02. Capitalization; Good and Marketable Title to GAS-sixteen Shares	 	12
	SECTION 5.03. GAS-sixteen Organizational Documents	 	12
	SECTION 5.04. Agreement Not in Breach	 	12
	SECTION 5.05. The GAS-sixteen Shares	 	12
	SECTION 5.06. No Legal Bar	 	13
	SECTION 5.07. Litigation	 	13




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	SECTION 5.08. Indebtedness to and from Officers, etc	13
	SECTION 5.09. Personnel	13
	SECTION 5.10. Contracts and Agreements	14
	SECTION 5.11. Compliance with Law	14
	SECTION 5.12. No Undisclosed Liabilities	14
	SECTION 5.13. Payment of Taxes	15
	SECTION 5.14. Permits	15
	SECTION 5.15. No Material Adverse Change in Business	15
	SECTION 5.16. Tax Classification	15
	 	 
	ARTICLE VI	 
	 	 
	Representations and Warranties Regarding the Seller and the GAS-seventeen Vessel Owner	 
	 	 
	SECTION 6.01. Organization Good Standing and Authority	16
	SECTION 6.02. Capitalization; Good and Marketable Title to GAS-seventeen Shares	16
	SECTION 6.03. GAS-seventeen Organizational Documents	16
	SECTION 6.04. Agreement Not in Breach	16
	SECTION 6.05. The GAS-seventeen Shares	16
	SECTION 6.06. Litigation	17
	SECTION 6.07. Indebtedness to and from Officers, etc	17
	SECTION 6.08. Personnel	17
	SECTION 6.09. GAS-seventeen Contracts and Agreements	17
	SECTION 6.10. Compliance with Law	18
	SECTION 6.11. No Undisclosed Liabilities	18
	SECTION 6.12. Payment of Taxes	18
	SECTION 6.13. Permits	19
	SECTION 6.14. No Material Adverse Change in Business	19
	SECTION 6.15. Tax Classification	19
	 	 
	ARTICLE VII	 
	 	 
	Representations and Warranties Regarding the GAS-sixteen Vessel	 
	 	 
	SECTION 7.01. Title to GAS-sixteen Vessel	19
	SECTION 7.02. No Encumbrances	20
	SECTION 7.03. Condition	20
	 	 
	ARTICLE VIII	 
	 	 
	Representations and Warranties Regarding the GAS-seventeen Vessel	 
	 	 
	SECTION 8.01. Title to GAS-seventeen Vessel	20
	SECTION 8.02. No Encumbrances	20
	SECTION 8.03. Condition	20




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	ARTICLE IX	 
	 	 
	Covenants	 
	 	 
	SECTION 9.01. Financial Statements	21
	SECTION 9.02. Expenses	21
	SECTION 9.03. Commercially Reasonable Efforts; Financing	21
	SECTION 9.04. Tests and Surveys	22
	SECTION 9.05. Further Assurances	22
	SECTION 9.06. Covenants of Sponsor and Seller Prior to Closing	22
	SECTION 9.07. Credit Facilities	23
	SECTION 9.08. Management Agreements	23
	 	 
	ARTICLE X	 
	 	 
	Conditions to Closing	 
	 	 
	SECTION 10.01. Conditions to the Obligations of Sponsor, Seller and Buyer	23
	SECTION 10.02. Conditions to the Obligation of Buyer	24
	SECTION 10.03. Conditions to the Obligation of Sponsor and Seller	24
	 	 
	ARTICLE XI	 
	 	 
	Amendments and Waivers	 
	 	 
	SECTION 11.01. Amendments and Waivers	25
	 	 
	ARTICLE XII	 
	 	 
	Indemnification	 
	 	 
	SECTION 12.01. Indemnity by the Seller	25
	SECTION 12.02. Limitation Regarding Indemnification	26
	SECTION 12.03. Indemnity by the Buyer	26
	SECTION 12.04. Exclusive Post-Closing Remedy	27
	 	 
	ARTICLE XIII	 
	 	 
	Termination	 
	 	 
	SECTION 13.01. Termination	27
	SECTION 13.02. Effect of Termination	28
	 	 
	ARTICLE XIV	 
	 	 
	Miscellaneous	 
	 	 
	SECTION 14.01. Governing Law	28
	SECTION 14.02. Counterparts	28
	SECTION 14.03. Complete Agreement	28
	SECTION 14.04. Interpretation	28




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	SECTION 14.05. Severability	29
	SECTION 14.06. Third Party Rights	29
	SECTION 14.07. Notices	29
	SECTION 14.08. Representations and Warranties to Survive	30
	SECTION 14.09. Remedies	30
	SECTION 14.10. Non-recourse to General Partner	30




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SHARE PURCHASE AGREEMENT
(the “Agreement”), dated as of August 14, 2014, is made by and among GASLOG LTD. (the “Sponsor”),
a Bermuda exempted company, GASLOG CARRIERS LTD. (the “Seller”), a Bermuda exempted company and a wholly owned
subsidiary of the Sponsor (and together with the Sponsor, and their affiliates other than the Buyer Entities, the “Seller
Entities”) and GASLOG PARTNERS LP (the “Buyer”), a limited partnership organized under the laws of
the Republic of the Marshall Islands.


 


WHEREAS the Seller is the registered owner and
sole shareholder of record of all the authorised and issued share capital of GAS-sixteen Ltd., a Bermuda exempted company, with
its registered office at Clarendon House, 2 Church Street, Hamilton, HM11, Bermuda (the “GAS-sixteen Vessel Owner”)
and such GAS-sixteen Vessel Owner is the registered owner of the Bermuda flagged LNG carrier the Methane Rita Andrea (the
“GAS-sixteen Vessel”); and the Seller is the registered owner and sole shareholder of record of all the authorised
and issued share capital of GAS-seventeen Ltd., a Bermuda exempted company, with its registered office at Clarendon House, 2 Church
Street, Hamilton, HM11, Bermuda (the “GAS-seventeen Vessel Owner,” and, together with the GAS-sixteen Vessel
Owner, the “Vessel Owners”), and such GAS-seventeen Vessel Owner is the registered owner of the Bermuda flagged
LNG carrier the Methane Jane Elizabeth (the “GAS-seventeen Vessel,” and, together with the GAS-sixteen
Vessel, the “Vessels”).


 


WHEREAS the Buyer wishes to purchase from the
Seller, and the Seller wishes to sell to the Buyer, all of the authorised and issued share capital of the GAS-sixteen Vessel Owner
(the “GAS-sixteen Shares”) which are registered in the sole name of the Seller; and the Buyer wishes to purchase
from the Seller, and the Seller wishes to sell to the Buyer, all of the authorised and issued share capital of the GAS-seventeen
Vessel Owner (the “GAS-seventeen Shares,” and, together with the GAS-sixteen Shares, the “Shares”)
which are registered in the name of the Seller.


 


WHEREAS the GAS-sixteen Vessel is employed under
a LNG time charter party dated April 4, 2014 entered into by Methane Services Limited, a company incorporated under the laws of
England and Wales and whose registered office is at 100 Thames Valley Park Drive, Reading, Berkshire RG6 1PT, United Kingdom, as
charterer (the “Charterer”) for a duration of six years (plus certain options to extend at the Charterer’s
option) commenced on April 10, 2014 with a rate at $65,750 per day (as amended or supplemented, the “GAS-sixteen Charter”);
and the GAS-seventeen Vessel is employed under a LNG time charter party dated April 4, 2014 by the Charterer for a duration of
five years and six months (plus certain options to extend at the Charterer’s option) commenced on April 10, 2014 with a rate
at $65,750 per day (as amended or supplemented, the “GAS-seventeen Charter”, and together with the GAS-sixteen
Charter, the “Charters”).


 


WHEREAS the GAS-sixteen Vessel Owner and the
Sponsor have entered into a commercial management agreement dated April 10, 2014 for the commercial management of the GAS-sixteen
Vessel (the “GAS-sixteen Commercial Management Agreement”); the GAS-sixteen Vessel Owner and GasLog LNG Services
Ltd. (the “Manager”) have entered into a ship management agreement dated April 10, 2014 for the



    	 



    		2



    

technical management of the GAS-sixteen Vessel
(“GAS-sixteen Technical Management Agreement,” and together with the GAS-sixteen Commercial Management Agreement,
the “GAS-sixteen Management Agreements”); the GAS-seventeen Vessel Owner and the Sponsor have entered into a
commercial management agreement dated April 10, 2014 for the commercial management of the GAS-seventeen Vessel (the “GAS-seventeen
Commercial Management Agreement”); and the GAS-seventeen Vessel Owner and the Manager have entered into a ship management
agreement dated April 10, 2014 for the technical management of the GAS-seventeen Vessel (the “GAS-seventeen Technical
Management Agreement,” and together with the GAS-seventeen Commercial Management Agreement, the “GAS-seventeen
Management Agreements,” and the GAS-seventeen Management Agreements collectively with the GAS-sixteen Management Agreements,
the “Management Agreements”).


 


NOW, THEREFORE, the parties hereto agree as follows:


 


ARTICLE
I


 


Interpretation


 


SECTION 1.01. Definitions. In this
Agreement, unless the context requires otherwise or unless otherwise specifically provided herein, the following terms shall have
the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:


 


“Acquisition” has the meaning
given to it in Section 2.01.


 


“Actual Adjustment” means
(x) the Purchase Price as adjusted by adding the New Working Capital Adjustment as finally determined pursuant to 2.05(b), minus
(y) the Estimated Closing Payment.


 


“Agreement” means this Agreement,
including its preamble and schedules.


 


“Applicable Law” in respect
of any Person, property, transaction or event, means all laws, statutes, ordinances, regulations, municipal by-laws, treaties,
judgments and decrees applicable to that Person, property, transaction or event and, whether or not having the force of law, all
applicable official directives, rules, consents, approvals, authorizations, guidelines, orders, codes of practice and policies
of any Governmental Authority having or purporting to have authority over that Person, property, transaction or event and all general
principles of common law and equity.


 


“Board of Directors” means
the board of directors of the Buyer.


 


“Buyer” has the meaning given
to it in the preamble.


 


“Buyer Entities” means the
Buyer and its subsidiaries.


 


“Buyer Indemnitees” has the
meaning given to it in Section 12.01.



    	 



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“Charter” has the meaning
given to it in the preamble.


 


“Charterer” has the meaning
given to it in the preamble.


 


“Closing” has the meaning
given to it in Section 2.02.


 


“Closing Date” has the meaning
given to it in Section 2.02.


 


“Commission” means the Securities
and Exchange Commission.


 


“Commitment” means (a) options,
warrants, convertible securities, exchangeable securities, subscription rights, conversion rights, exchange rights or other contracts
that could require a Person to issue any of its equity interests or to sell any equity interests it owns in another Person (other
than this Agreement and the related transaction documents); (b) any other securities convertible into, exchangeable or exercisable
for, or representing the right to subscribe for any equity interest of a Person or owned by a Person; and (c) stock appreciation
rights, phantom stock, profit participation, or other similar rights with respect to a Person.


 


“Commitment Documents” means
the commitment letter dated August 5, 2014 between Citibank, N.A., London Branch and the Buyer, and the co-ordination letter dated
August 5, 2014 between Citigroup Global Markets Limited and the Buyer.


 


“Conflicts Committee” means
the Conflicts Committee of the Board of Directors.


 


“Covered Environmental Losses”
means all Losses suffered or incurred by the Buyer Entities by reason of, arising out of or resulting from:


 


(a) any violation or correction of
violation of Environmental Laws; or


 


(b) any event or condition relating
to environmental or human health and safety matters, in each case, associated with the ownership or operation by the Buyer Entities
or the Seller Entities of the Vessel Owners and their assets (including, without limitation, the presence of Hazardous Substances
on, under, about or migrating to or from the Vessel Owners or the disposal or release of, or exposure to, Hazardous Substances
generated by or otherwise related to operation of the Vessel Owners and their assets), including, without limitation, the reasonable
and documented cost and expense of (i) any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration,
remediation or other corrective action required or necessary under Environmental Laws, (ii) the preparation and implementation
of any closure, remedial, corrective action or other plans required or necessary under Environmental Laws and (iii) any environmental
or toxic tort (including, without limitation, personal injury or



    	 



    		4



    

property damage claims) pre-trial, trial
or appellate legal or litigation support work;


 


but only to the extent that such violation complained of under clause
(a), or such events or conditions included in clause (b), is proven to have occurred before the Closing Date; and, provided,
that in no event shall Losses to the extent arising from a change in any Environmental Law after the Closing Date be deemed Covered
Environmental Losses.


 


“Credit Facility” means the
$325,500,000 facility agreement dated April 1, 2014 between the GAS-sixteen Vessel Owner, the GAS-seventeen Vessel Owner, and GAS-eighteen
Ltd. as borrowers, the banks and financial institutions named as lenders therein, Citibank, N.A., London Branch as mandated lead
arranger, Citibank, N.A., London Branch as bookrunner, Citibank International PLC as agent and Citibank N.A., London Branch as
security agent and trustee.


 


“Encumbrance” means any mortgage,
lien, charge, assignment, adverse claim, hypothecation, restriction, option, covenant, condition or encumbrance, whether fixed
or floating, on, or any security interest in, any property whether real, personal or mixed, tangible or intangible, any pledge
or hypothecation of any property, any deposit arrangement, priority, conditional sale agreement, other title retention agreement
or equipment trust, capital lease or other security arrangements of any kind.


 


“Environmental Laws” means
all international, federal, state, foreign and local laws, statutes, rules, regulations, treaties, conventions, orders, judgments
and ordinances having the force and effect of law and relating to protection of natural resources, health and safety and the environment,
each in effect and as amended through the Closing Date.


 


“Equity Interest” means (a)
with respect to any entity, any and all shares or other ownership interest and any Commitments with respect thereto, (b) any other
direct equity ownership or participation in a Person and (c) any Commitments with respect to the interests described in (a) or
(b).


 


“Estimated Adjustment Amount”
means a good faith estimate of the Net Working Capital Adjustment, as determined by the Seller and calculated in accordance with
this Agreement.


 


“GAS-seventeen Balance Sheet”
has the meaning given to it in Section 6.11.


 


“GAS-seventeen Charter” has
the meaning given to it in the preamble.


 


“GAS-seventeen Commercial Management
Agreement” has the meaning given to it in the preamble.


 


“GAS-seventeen Contracts”
means the GAS-seventeen Memorandum of Agreement, the Credit Facility and all related financing and security, the GAS-seventeen
Charter and the GAS-seventeen Management Agreements.



    	 



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“GAS-seventeen Management Agreements”
has the meaning given to it in the preamble.


 


“GAS-seventeen Memorandum of Agreement”
means the agreement dated April 4, 2014 between Brazil Shipping II Ltd. and GAS-seventeen Ltd. related to the sale of the Methane
Jane Elizabeth.


 


“GAS-seventeen Organizational Documents”
has the meaning given to it in Section 6.03.


 


“GAS-seventeen Purchase Price”
has the meaning given to it in Section 2.04.


 


“GAS-seventeen Shares” has
the meaning given to it in the preamble.


 


“GAS-seventeen Technical Management
Agreement” has the meaning given to it in the preamble.


 


“GAS-seventeen Vessel” has
the meaning given to it in the preamble.


 


“GAS-seventeen Vessel Owner”
has the meaning given to it in the preamble.


 


“GAS-sixteen Balance Sheet”
has the meaning given to it in Section 5.12.


 


“GAS-sixteen Charter” has
the meaning given to it in the preamble.


 


“GAS-sixteen Commercial Management Agreement”
has the meaning given to it in the preamble.


 


“GAS-sixteen Contracts” means
the GAS-sixteen Memorandum of Agreement, the Credit Facility and all related financing and security, the GAS-sixteen Charter and
the GAS-sixteen Management Agreements.


 


“GAS-sixteen Management Agreements”
has the meaning given to it in the preamble.


 


“GAS-sixteen Memorandum of Agreement”
means the agreement dated April 4, 2014 between Brazil Shipping II Ltd. and GAS-sixteen Ltd. related to the sale of the Methane
Rita Andrea.


 


“GAS-sixteen Organizational Documents”
has the meaning given to it in Section 5.03.


 


“GAS-sixteen Purchase Price”
has the meaning given to it in Section 2.04.


 


“GAS-sixteen Shares” has the
meaning given to it in the preamble.


 


“GAS-sixteen Technical Management Agreement”
has the meaning given to it in the preamble.



    	 



    		6



    

“GAS-sixteen Vessel” has the
meaning given to it in the preamble.


 


“GAS-sixteen Vessel Owner”
has the meaning given to it in the preamble.


 


“GPHL” means GasLog Partners
Holdings LLC, a Marshall Islands limited liability company and wholly-owned subsidiary of the Buyer.


 


“Governmental Authority” means
any domestic or foreign government, including federal, provincial, state, municipal, county or regional government or governmental
or regulatory authority, domestic or foreign, and includes any department, commission, bureau, board, administrative agency or
regulatory body of any of the foregoing and any multinational or supranational organization.


 


“Hazardous Substances” means
(a) each substance defined, designated or classified as a hazardous waste, hazardous substance, hazardous material, solid waste,
contaminant or toxic substance under Environmental Laws; (b) petroleum and petroleum products, including crude oil and any fractions
thereof; (c) natural gas, synthetic gas and any mixtures thereof; (d) any radioactive material; and (e) any asbestos-containing
materials in a friable condition.


 


“IFRS” has the meaning given
to it in Section 5.12.


 


“Losses” means losses, damages,
liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without
limitation, court costs and reasonable attorneys’ fees and experts’ fees) of any and every kind or character; provided,
however, that such term shall not include any special, indirect, incidental or consequential damages.


 


“Management Agreements” has
the meaning given to it in the preamble.


 


“Manager” has the meaning
given to it in the preamble.


 


“MLP Guarantee” means the
guarantee to be executed by the Buyer and GPHL in favor of the Security Agent (as such term is defined in the Credit Facility)
on or before the Closing Date (to the extent that the New Credit Facility is not entered into and funded on or before the Closing
Date) with respect to the obligations of the GAS-sixteen Vessel Owner and the GAS-seventeen Vessel Owner under the Credit Facility.


 


“Net Working Capital” means,
with respect to the Vessel Owners, those current assets of the Vessel Owners (on a combined basis), as of 11:59 p.m. on the day
preceding the Closing Date that are included in the line item categories of current assets specifically identified on Exhibit
A, less those current liabilities of the Vessel Owners (on a combined basis), as of 11:59 p.m. on the day preceding
the Closing Date that are included in the line item categories of current liabilities specifically identified on Exhibit A,
in each case, without duplication, and as determined in accordance with IFRS as applied on a consistent basis.


 


“Net Working Capital Adjustment”
means (i) the amount by which Net Working Capital exceeds the Net Working Capital Threshold or (ii) the amount by which



    	 



    		7



    

Net Working Capital is less than the Net Working
Capital Threshold, as applicable; provided that any amount which is calculated pursuant to clause (ii) above shall be deemed
to be a negative number.


 


“Net Working Capital Threshold”
means U.S. dollars $2,000,000.


 


“New Credit Facility” means
the $450,000,000 facility agreement contemplated by the Commitment Documents, which facility is expected to be entered into for
the refinancing of the existing debt (including the related portions of the Credit Facility) related to the vessels owned by GAS-three
Ltd., GAS-four Ltd., GAS-five Ltd., (each a Bermuda exempted company, with their registered office at Clarendon House, 2 Church
Street, Hamilton, HM11, Bermuda) the GAS-sixteen Vessel Owner and the GAS-seventeen Vessel Owner.


 


“Parties” means all parties
to this Agreement and “Party” means any one of them.


 


“Partnership Agreement” means
the Agreement of Limited Partnership of the Buyer dated May 12, 2014, as amended from time to time.


 


“Person” means an individual,
entity or association, including any legal personal representative, corporation, body corporate, firm, partnership, trust, trustee,
syndicate, joint venture, unincorporated organization or Governmental Authority.


 


“Permits” has the meaning
given to it in Section 5.14.


 


“Purchase Price” has the meaning
given to it in Section 2.04.


 


“Securities Act” means the
Securities Act of 1933, as amended from time to time.


 


“Seller” has the meaning given
to it in the preamble.


 


“Seller Entities” has the
meaning given to it in the preamble.


 


“Seller Indemnitees” has the
meaning given to it in Section 12.03.


 


“Shares” has the meaning given
to it in the preamble.


 


“Sponsor” has the meaning
given to it in the preamble.


 


“Taxes” means all income,
franchise, business, property, sales, use, goods and services or value added, withholding, excise, alternate minimum capital, transfer,
excise, customs, anti-dumping, stumpage, countervail, net worth, stamp, registration, franchise, payroll, employment, health, education,
business, school, property, local improvement, development, education development and occupation taxes, surtaxes, duties, levies,
imposts, rates, fees, assessments, dues and charges and other taxes required to be reported upon or paid to any domestic or foreign
jurisdiction and all interest and penalties thereon.



    	 



    		8



    

“Vessels” has the meaning
given to it in the preamble.


 


“Vessel Owners” has the meaning
given to it in the preamble.


 


ARTICLE
II


 


Purchase and Sale of Shares; Closing


 


SECTION 2.01. Purchase and Sale of Shares. The Seller agrees to sell and transfer to the Buyer, the Sponsor agrees to cause the Seller to sell and transfer to the Buyer
and the Buyer agrees to purchase from the Seller for the applicable Purchase Price and in accordance with and subject to the terms
and conditions set forth in this Agreement, the Shares which in turn shall result in the Buyer indirectly owning the Vessels (the
“Acquisition”). The Seller shall transfer the Shares to GPHL, a wholly-owned subsidiary of Buyer, at Closing,
unless Buyer shall before Closing nominate a different Buyer Entity to receive the Shares.


 


SECTION 2.02. Closing. On the terms of
this Agreement and subject to the satisfaction or waiver of the conditions set forth in Article X, the sale and transfer of the
Shares and payment of the Purchase Price shall take place on the date that is five business days after the satisfaction or waiver
of all of the conditions set forth in Article X (other than those conditions to be satisfied on the Closing Date) (such date, the
“Closing Date”) or such other date as the Sponsor, Seller and Buyer shall otherwise agree. The sale and transfer
of the Shares is hereinafter referred to as “Closing”.


 


SECTION 2.03. Place of Closing. The Closing
shall take place at Gildo Pastor Center, 7 Rue du Gabian, MC 98000, Monaco or any other place as designated by the Sponsor.


 


SECTION 2.04. Purchase Price for Shares. On
the Closing Date, (i) the Buyer shall pay to the Seller (to such account and beneficiary being a Seller Entity as the Seller shall
designate) the amount of U.S. dollars 164,000,000 (the “GAS-sixteen Purchase Price”) in exchange for the GAS-sixteen
Shares, and (ii) the Buyer shall pay to the Seller (to such account and beneficiary being a Seller Entity as the Seller shall designate)
the amount of U.S. dollars 164,000,000 (the “GAS-seventeen Purchase Price,” and together with the GAS-sixteen
Purchase Price, the “Purchase Price”) in exchange for the GAS-seventeen Shares, in each case subject to adjustment
pursuant to Section 2.05. The Purchase Price may be payable by Buyer in part, in lieu of cash, by the transfer of associated debt
obligations of the Vessel Owners under the Credit Facility and the granting of the MLP Guarantee. The Buyer shall have no responsibility
or liability hereunder for the Seller’s allocation and distribution of the Purchase Price among the Seller Entities.


 


SECTION 2.05. Working Capital Adjustment.


 


(a) No later than one Business Days prior to
the Closing Date, the Seller shall deliver to the Buyer a calculation of the Estimated Adjustment Amount, and



    	 



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the Purchase Price payable on the Closing Date
shall be adjusted by adding the Estimated Adjustment Amount (such adjusted amount, the “Estimated Closing Payment”).


 


(b) As soon as practicable,
but no later than 30 days after the Closing Date, Buyer shall prepare and deliver to the Seller a proposed calculation of the Net
Working Capital, including the components thereof (the “Proposed Calculations”). If the Seller does not give
written notice of dispute (a “Dispute Notice”) to Buyer within 30 days of receiving the Proposed Calculations,
the Proposed Calculations shall be deemed to set forth the final Net Working Capital; provided, however, that the
Dispute Notice may include only objections based on (x) noncompliance with the standards set forth in this Agreement for the preparation
of the Net Working Capital or (y) mathematical errors in the calculation of the Net Working Capital. If the Seller gives a Dispute
Notice to Buyer (which Dispute Notice must set forth, in reasonable detail, the items and amounts in dispute and all other items
and amounts not so disputed shall be deemed final) within such 30-day period, Buyer and the Seller shall use commercially reasonable
efforts to resolve the dispute during the 30-day period commencing on the date Buyer receives the Dispute Notice from the Seller.
If the Seller and Buyer do not agree upon a final resolution with respect to such disputed items within such 30-day period, then
the remaining items in dispute shall be submitted immediately to an independent accounting firm mutually acceptable to Buyer and
the Seller. Any accounting firm so agreed (the “Accounting Firm”) shall be required to render a determination
of the applicable dispute within 45 days after referral of the matter to such Accounting Firm, which determination must be in writing
and must set forth, in reasonable detail, the basis therefor; provided that the Accounting Firm may (i) only consider those
items and amounts as to which the Seller and Buyer have disagreed within the time periods and on the terms specified above and
(ii) only make adjustments based on noncompliance with the standards set forth in this Agreement for the determination of the Net
Working Capital. The determination made by the Accounting Firm with respect to the remaining disputed items shall not exceed or
be less than the amounts proposed by the Seller and Buyer, as the case may be. The terms of appointment and engagement of the Accounting
Firm shall be as agreed upon between the Seller and Buyer, and any associated engagement fees shall be borne 50% by the Seller
and 50% by Buyer. The determination of such Accounting Firm shall be conclusive and binding for all purposes of this Agreement.
Buyer and Seller shall provide each other reasonable access to financial and other records in connection with the determination
of the Net Working Capital under this Section 2.05(b).


 


(c) Adjustment to Estimated
Closing Payment:


 


(i) If the Actual
Adjustment is a positive amount, Buyer shall pay to the Seller an amount equal to such positive amount by wire transfer or delivery
of immediately available funds, in each case, within three Business Days after the date on which the Net Working Capital is finally
determined pursuant to Section 2.05(b).


 


(ii) If the Actual
Adjustment is a negative amount, Seller shall pay to Buyer an amount equal to such negative amount by wire transfer or delivery
of immediately available funds, in each case, within three Business Days



    	 



    		10



    


after the date on
which the Net Working Capital is finally determined pursuant to Section 2.05(b).


 


SECTION 2.06. Payment of the Purchase Price. The Purchase Price (to the extent paid in U.S. dollars) will be paid by the Buyer to the Seller by wire transfer of immediately
available funds to an account and beneficiary being a Seller Entity designated in writing by the Seller.


 


ARTICLE
III


 


Representations and Warranties of the Buyer


 


The Buyer represents and warrants to the Seller
that as of the date hereof and as of the Closing Date:


 


SECTION 3.01. Organization and Limited Partnership
Authority. The Buyer is duly formed, validly existing and in good standing under the laws of the Republic of the Marshall Islands,
and has all requisite limited partnership power and authority to enter into this Agreement and to consummate the transactions contemplated
hereby. This Agreement has been duly executed and delivered by the Buyer, has been effectively authorized by all necessary action,
limited partnership or otherwise, and constitutes legal, valid and binding obligations of the Buyer. No meeting has been convened
or resolution proposed or petition presented and no order has been made to wind up the Buyer.


 


SECTION 3.02. Agreement Not in Breach of Other
Instruments. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the
fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under,
or conflict with, any agreement or other instrument to which the Buyer is a party or by which it is bound, the Certificate of Formation
and the Partnership Agreement, any judgment, decree, order or award of any court, governmental body or arbitrator by which the
Buyer is bound, or any law, rule or regulation applicable to the Buyer which would have a material effect on the transactions contemplated
hereby.


 


SECTION 3.03. No Legal Bar. The Buyer
is not prohibited by any order, writ, injunction or decree of any body of competent jurisdiction from consummating the transactions
contemplated by this Agreement and no such action or proceeding is pending or, to the best of its knowledge and belief, threatened
against the Buyer which questions the validity of this Agreement, any of the transactions contemplated hereby or any action which
has been taken by any of the parties in connection herewith or in connection with any of the transactions contemplated hereby.


 


SECTION 3.04. Securities Act. The Shares
purchased by the Buyer pursuant to this Agreement are being acquired for investment purposes only and not with a view to any public
distribution thereof, and the Buyer shall not offer to sell or otherwise dispose of the Shares so acquired by it in violation of
any of the registration requirements of the Securities Act. The Buyer acknowledges that it is able to fend for itself, can bear



    	 



    		11



    

the economic risk of its investment in the Shares,
and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of
an investment in all of the Shares. The Buyer understands that, when transferred to the Buyer at the Closing, none of the Shares
will be registered pursuant to the Securities Act and that all of the Shares will constitute “restricted securities”
under the federal securities laws of the United States.


 


SECTION 3.05. Independent Investigation. The
Buyer has had the opportunity to conduct to its own satisfaction independent investigation, review and analysis of the business,
operations, assets, liabilities, results of operations, financial condition and prospects of the Vessel Owners and the Vessels
and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its
own independent investigation and the representations and warranties set forth in Articles IV, V, VI, VII and VIII.


 


ARTICLE
IV


 


Representations and Warranties Regarding the Sponsor


 


The Seller represents and warrants to the Buyer
that as of the date hereof and as of the Closing Date:


 


SECTION 4.01. Organization and Corporate Authority. The Sponsor is duly incorporated, validly existing and in good standing under the laws of Bermuda, and has all requisite corporate
power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been
duly executed and delivered by the Sponsor, has been effectively authorized by all necessary action, corporate or otherwise, and
constitutes legal, valid and binding obligations of the Sponsor. No meeting has been convened or resolution proposed or petition
presented and no order has been made to wind up the Sponsor.


 


SECTION 4.02. Agreement Not in Breach. The
execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment of the terms
hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any agreement
or other instrument to which the Sponsor is a party or by which it is bound, the Memorandum of Association and Bye-laws of the
Sponsor, any judgment, decree, order or award of any court, governmental body or arbitrator by which the Sponsor is bound, or any
law, rule or regulation applicable to the Sponsor.


 


SECTION 4.03. No Legal Bar. The Sponsor
is not prohibited by any order, writ, injunction or decree of any body of competent jurisdiction from consummating the transactions
contemplated by this Agreement and no such action or proceeding is pending or, to the best of its knowledge and belief, threatened
against the Sponsor which questions the validity of this Agreement, any of the transactions contemplated hereby or any action which
has been taken by any of the parties in connection herewith or in connection with any of the transactions contemplated hereby.



    	 



    		12



    

ARTICLE
V


 


Representations and Warranties
Regarding the Seller and the GAS-sixteen Vessel Owner


 


The Seller represents and warrants to the Buyer
that as of the date hereof and as of the Closing Date:


 


SECTION 5.01. Organization Good Standing and
Authority. The Seller is a Bermuda exempted company duly incorporated, validly existing and in good standing under the laws
of Bermuda. This Agreement has been duly executed and delivered by the Seller, has been effectively authorized by all necessary
action, corporate or otherwise, and constitutes legal, valid and binding obligations of the Seller. The GAS-sixteen Vessel Owner
is a Bermuda exempted company duly registered, validly existing and in good standing under the laws of Bermuda. Each of the Seller
and the GAS-sixteen Vessel Owner has full corporate power and authority to carry on its business as it is now, and has since its
formation been, conducted, and is entitled to own, lease or operate the properties and assets it now owns, leases or operates and
to enter into legal and binding contracts. No meeting has been convened or resolution proposed or petition presented and no order
has been made to wind up the Seller or the GAS-sixteen Vessel Owner.


 


SECTION 5.02. Capitalization; Good and Marketable
Title to GAS-sixteen Shares. The GAS-sixteen Shares have been duly authorized and validly issued and are fully paid and nonassessable,
and constitute the total issued and outstanding Equity Interests of the GAS-sixteen Vessel Owner. There are not outstanding (i)
any options, warrants or other rights to purchase from the Seller any equity interests of the GAS-sixteen Vessel Owner, (ii) any
securities convertible into or exchangeable for shares of such equity interests of the GAS-sixteen Vessel Owner or (iii) any other
commitments of any kind for the issuance of additional shares of equity interests or options, warrants or other securities of the
GAS-sixteen Vessel Owner.


 


SECTION 5.03. GAS-sixteen Organizational Documents. The Seller Entities have supplied to the Buyer true and correct copies of the organizational documents of the GAS-sixteen Vessel
Owner, as in effect as of the date hereof (the “GAS-sixteen Organizational Documents”).


 


SECTION 5.04. Agreement Not in Breach. Neither
the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate, or result
in a breach of, any of the terms and provisions of, or constitute a default under, or conflict with, or give any other party thereto
a right to terminate any agreement or other instrument to which the Seller or the GAS-sixteen Vessel Owner is a party or by which
it is bound including, without limitation, any of the GAS-sixteen Organizational Documents, any judgment, decree, order or award
of any court, governmental body or arbitrator applicable to the GAS-sixteen Vessel Owner or the GAS-sixteen Contracts.


 


SECTION 5.05. The GAS-sixteen Shares. Assuming
the Buyer or the applicable Buyer Entity has the requisite power and authority to be the lawful owner of the GAS-sixteen Shares,
upon delivery to the Buyer or the applicable Buyer Entity at the



    	 



    		13



    

Closing of instruments sufficient to evidence
the transfer from the Seller to the Buyer (or the applicable Buyer Entity) of the GAS-sixteen Shares under the Applicable Laws
of the relevant jurisdiction, or delivery of such GAS-sixteen Shares by electronic means, and upon or simultaneously with the Seller’s
receipt of the GAS-sixteen Purchase Price, the Buyer or the applicable Buyer Entity shall own good and valid title to the GAS-sixteen
Shares, free and clear of any Encumbrances, other than those arising under the Credit Facility and the GAS-sixteen Charter or otherwise
from acts of the Buyer Entities and an updated Register of Members of the GAS-sixteen Vessel Owner, certified by the Secretary
of the GAS-sixteen Vessel Owner, shall be delivered to the Buyer. Other than this Agreement and any related transaction documents,
the GAS-sixteen Organizational Documents, the Credit Facility and the GAS-sixteen Charter and restrictions imposed by Applicable
Law, at the Closing, the GAS-sixteen Shares will not be subject to any voting trust agreement or other contract, agreement, arrangement,
commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the GAS-sixteen
Shares, other than any agreement to which any Buyer Entity is a party.


 


SECTION 5.06. No Legal Bar. The Seller
is not prohibited by any order, writ, injunction or decree of any body of competent jurisdiction from consummating the transactions
contemplated by this Agreement and no such action or proceeding is pending or, to the best of its knowledge and belief, threatened
against the Seller which questions the validity of this Agreement, any of the transactions contemplated hereby or any action which
has been taken by any of the parties in connection herewith or in connection with any of the transactions contemplated hereby.


 


SECTION 5.07. Litigation. (a) There is
no action, suit or proceeding to which the GAS-sixteen Vessel Owner is a party (either as a plaintiff or defendant) pending before
any court or governmental agency, authority or body or arbitrator; there is no action, suit or proceeding threatened against the
GAS-sixteen Vessel Owner; and, to the best knowledge of the Seller, there is no basis for any such action, suit or proceeding.


 


(b) The GAS-sixteen Vessel Owner has not been
permanently or temporarily enjoined by any order, judgment or decree of any court or any governmental agency, authority or body
from engaging in or continuing any conduct or practice in connection with the business, assets or properties of the GAS-sixteen
Vessel Owner.


 


(c) There is not in existence any order, judgment
or decree of any court or other tribunal or other agency enjoining or requiring the GAS-sixteen Vessel Owner to take any action
of any kind with respect to its business, assets or properties.


 


SECTION 5.08. Indebtedness to and from Officers,
etc. The GAS-sixteen Vessel Owner will not be indebted, directly or indirectly, to any person who is an officer (save to the
company secretary in respect of professional and transactional fees), director, stockholder or employee of the Seller or any spouse,
child, or other relative or any affiliate of any such person, nor shall any such officer, director, stockholder, employee, relative
or affiliate be indebted to the GAS-sixteen Vessel Owner.


 


SECTION 5.09. Personnel. The GAS-sixteen
Vessel Owner has no employees.



    	 



    		14



    

SECTION 5.10. Contracts and Agreements. Other
than the GAS-sixteen Contracts, there are no material contracts or agreements, written or oral, to which the GAS-sixteen Vessel
Owner is a party or by which any of its assets are bound.


 


(a) Each of the GAS-sixteen Contracts is a valid
and binding agreement of the GAS-sixteen Vessel Owner, and to the best knowledge of the Seller, of all other parties thereto.


 


(b) The GAS-sixteen Vessel Owner has fulfilled
all material obligations required pursuant to its GAS-sixteen Contracts to have been performed by it prior to the date hereof and
has not waived any material rights thereunder, including payment in full of the purchase price for the GAS-sixteen Vessel, together
with any other payments of the GAS-sixteen Vessel Owner due thereunder.


 


(c) There has not occurred any material default
under any of the GAS-sixteen Contracts on the part of the GAS-sixteen Vessel Owner, or to the best knowledge of the Seller, on
the part of any other party thereto nor has any event occurred which with the giving of notice or the lapse of time, or both, would
constitute any material default on the part of the GAS-sixteen Vessel Owner under any of the GAS-sixteen Contracts nor, to the
best knowledge of the Seller, has any event occurred which with the giving of notice or the lapse of time, or both, would constitute
any material default on the part of any other party to any of the GAS-sixteen Contracts.


 


SECTION 5.11. Compliance with Law. The
conduct of business by the GAS-sixteen Vessel Owner does not and the execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby will not violate any Applicable Laws of any country, province, state or other governing
body, the enforcement of which would materially and adversely affect the business, assets, condition (financial or otherwise) or
prospects of the GAS-sixteen Vessel Owner taken as a whole, nor has the GAS-sixteen Vessel Owner received any notice of any such
violation.


 


SECTION 5.12. No Undisclosed Liabilities. Except for such liabilities, debts, obligations, encumbrances, defects, restrictions or claims of a general nature and magnitude
that would arise in connection with the operation of LNG carriers of the same type as the GAS-sixteen Vessel in the ordinary course
of business and obligations arising under the GAS-sixteen Contracts, the GAS-sixteen Vessel Owner (or the GAS-sixteen Vessel owned
by it) has no liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, and whether due or
to become due (including, without limitation, any liability for Taxes and interest, penalties and other charges payable with respect
to any such liability or obligation) that: (i) have not been disclosed in writing to the Buyer Entities prior to the date hereof
or (ii) have not been set forth in the unaudited balance sheet of the GAS-sixteen Vessel Owner as of June 30, 2014, provided to
Buyer prior to the execution of this Agreement (the “GAS-sixteen Balance Sheet”). The GAS-sixteen Balance Sheet
(A) was derived from and has been prepared in accordance with the underlying books and records of the GAS-sixteen Vessel Owner,
(B) has been prepared in accordance with international financial reporting standards (“IFRS”) (subject to the
absence of footnote disclosure) and (C) fairly presents the assets, liabilities


    	 



    		15



    
(including reserves) and financial position of the
GAS-sixteen Vessel Owner as of the date thereof.


 


SECTION 5.13. Payment of Taxes. The GAS-sixteen
Vessel Owner has filed all foreign, federal, state and local income and franchise tax returns required to be filed, which returns
are correct and complete in all material respects, and has timely paid all taxes due from it, and the GAS-sixteen Vessel is in
good standing with respect to the payment of past and current Taxes, fees and other amounts payable under the laws of the jurisdiction
where it is registered as would affect its registry with the ship registry of such jurisdiction.


 


SECTION 5.14. Permits. The GAS-sixteen
Vessel Owner has such permits, consents, licenses, franchises, concessions, certificates and authorizations (“Permits”)
of, and has all declarations and filings with, and is qualified and in good standing in each jurisdiction of, all federal, provincial,
state, local or foreign Governmental Authorities and other Persons, as are necessary to own or lease its properties and to conduct
its business in the manner that is standard and customary for a business of its nature other than such Permits the absence of which,
individually or in the aggregate, has not and could not reasonably be expected to materially or adversely affect the GAS-sixteen
Vessel Owner or the GAS-sixteen Vessel, and the GAS-sixteen Vessel Owner has fulfilled and performed all its obligations with respect
to such Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would
prevent such Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or
termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such
nonrenewals, nonissues, revocations, terminations and impairments that would not, individually or in the aggregate, materially
or adversely affect the GAS-sixteen Vessel Owner or the GAS-sixteen Vessel, and none of such Permits contains any restriction that
is materially burdensome to the GAS-sixteen Vessel Owner.


 


SECTION 5.15. No Material Adverse Change in
Business. Since December 31, 2013, there has been no material adverse change in the condition, financial or otherwise, or in
the earnings, properties, business affairs or business prospects of the GAS-sixteen Vessel Owner, whether or not arising in the
ordinary course of business, that would have or could reasonably be expected to have a material adverse effect on the condition,
financial or otherwise, or in the earnings, business affairs or business prospects of the GAS-sixteen Vessel Owner.


 


SECTION 5.16. Tax Classification. The GAS-sixteen
Vessel Owner has made an election under U.S. Treasury Regulation Section 301.7701-3(c) to be classified as a disregarded entity
for U.S. Federal income tax purposes, and such election is in effect as of the date hereof.



    	 



    		16



    

ARTICLE
VI



Representations and Warranties Regarding the Seller and the GAS-seventeen Vessel Owner


 


The Seller represents and warrants to the Buyer that
as of the date hereof and as of the Closing Date:


 


SECTION 6.01. Organization Good Standing and
Authority. The GAS-seventeen Vessel Owner is a Bermuda exempted company duly registered, validly existing and in good standing
under the laws of Bermuda. The GAS-seventeen Vessel Owner has full corporate power and authority to carry on its business as it
is now, and has since its formation been, conducted, and is entitled to own, lease or operate the properties and assets it now
owns, leases or operates and to enter into legal and binding contracts. No meeting has been convened or resolution proposed or
petition presented and no order has been made to wind up the GAS-seventeen Vessel Owner.


 


SECTION 6.02. Capitalization; Good and Marketable
Title to GAS-seventeen Shares. The GAS-seventeen Shares have been duly authorized and validly issued and are fully paid and
nonassessable, and constitute the total issued and outstanding Equity Interests of the GAS-seventeen Vessel Owner. There are not
outstanding (i) any options, warrants or other rights to purchase from the Seller any equity interests of the GAS-seventeen Vessel
Owner, (ii) any securities convertible into or exchangeable for shares of such equity interests of the GAS-seventeen Vessel Owner
or (iii) any other commitments of any kind for the issuance of additional shares of equity interests or options, warrants or other
securities of the GAS-seventeen Vessel Owner.


 


SECTION 6.03. GAS-seventeen Organizational
Documents. The Seller Entities have supplied to the Buyer true and correct copies of the organizational documents of the GAS-seventeen
Vessel Owner, as in effect as of the date hereof (the “GAS-seventeen Organizational Documents”).


 


SECTION 6.04. Agreement Not in Breach. Neither
the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate, or result
in a breach of, any of the terms and provisions of, or constitute a default under, or conflict with, or give any other party thereto
a right to terminate any agreement or other instrument to which the GAS-seventeen Vessel Owner is a party or by which it is bound
including, without limitation, any of the GAS-seventeen Organizational Documents, any judgment, decree, order or award of any court,
governmental body or arbitrator applicable to the GAS-seventeen Vessel Owner or the GAS-seventeen Contracts.


 


SECTION 6.05. The GAS-seventeen Shares. Assuming
the Buyer or the applicable Buyer Entity has the requisite power and authority to be the lawful owner of the GAS-seventeen Shares,
upon delivery to the Buyer or the applicable Buyer Entity at the Closing of instruments sufficient to evidence the transfer from
the Seller to the Buyer (or the applicable Buyer Entity) of the GAS-seventeen Shares under the Applicable Laws of the relevant
jurisdiction, or delivery of such GAS-seventeen Shares



    	 



    		17



    

by electronic means, and upon or simultaneously with
the Seller’s receipt of the GAS-seventeen Purchase Price, the Buyer or the applicable Buyer Entity shall own good and valid
title to the GAS-seventeen Shares, free and clear of any Encumbrances, other than those arising under the Credit Facility and the
GAS-seventeen Charter or otherwise from acts of the Buyer Entities and an updated Register of Members of the GAS-seventeen Vessel
Owner, certified by the Secretary of the GAS-seventeen Vessel Owner, shall be delivered to the Buyer. Other than this Agreement
and any related transaction documents, the GAS-seventeen Organizational Documents, the Credit Facility and the GAS-seventeen Charter
and restrictions imposed by Applicable Law, at the Closing, the GAS-seventeen Shares will not be subject to any voting trust agreement
or other contract, agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend
rights or disposition of the GAS-seventeen Shares, other than any agreement to which any Buyer Entity is a party.


 


SECTION 6.06. Litigation. (a) There is
no action, suit or proceeding to which the GAS-seventeen Vessel Owner is a party (either as a plaintiff or defendant) pending before
any court or governmental agency, authority or body or arbitrator; there is no action, suit or proceeding threatened against the
GAS-seventeen Vessel Owner; and, to the best knowledge of the Seller, there is no basis for any such action, suit or proceeding.


 


(b) The GAS-seventeen Vessel Owner has not been
permanently or temporarily enjoined by any order, judgment or decree of any court or any governmental agency, authority or body
from engaging in or continuing any conduct or practice in connection with the business, assets or properties of the GAS-seventeen
Vessel Owner.


 


(c) There is not in existence any order, judgment
or decree of any court or other tribunal or other agency enjoining or requiring the GAS-seventeen Vessel Owner to take any action
of any kind with respect to its business, assets or properties.


 


SECTION 6.07. Indebtedness to and from Officers,
etc. The GAS-seventeen Vessel Owner will not be indebted, directly or indirectly, to any person who is an officer (save to
the company secretary in respect of professional and transactional fees), director, stockholder or employee of the Seller or any
spouse, child, or other relative or any affiliate of any such person, nor shall any such officer, director, stockholder, employee,
relative or affiliate be indebted to the GAS-seventeen Vessel Owner.


 


SECTION 6.08. Personnel. The GAS-seventeen
Vessel Owner has no employees.


 


SECTION 6.09. GAS-seventeen Contracts and Agreements. Other than the GAS-seventeen Contracts, there are no material contracts or agreements, written or oral, to which the GAS-seventeen
Vessel Owner is a party or by which any of its assets are bound.



    	 



    		18



    

(a) Each of the GAS-seventeen Contracts is a valid
and binding agreement of the GAS-seventeen Vessel Owner, and to the best knowledge of the Seller, of all other parties thereto.


 


(b) The GAS-seventeen Vessel Owner has fulfilled
all material obligations required pursuant to its GAS-seventeen Contracts to have been performed by it prior to the date hereof
and has not waived any material rights thereunder, including payment in full of the purchase price for the GAS-seventeen Vessel,
together with any other payments of the GAS-seventeen Vessel Owner due thereunder.


 


(c) There has not occurred any material default
under any of the GAS-seventeen Contracts on the part of the GAS-seventeen Vessel Owner, or to the best knowledge of the Seller,
on the part of any other party thereto nor has any event occurred which with the giving of notice or the lapse of time, or both,
would constitute any material default on the part of the GAS-seventeen Vessel Owner under any of the GAS-seventeen Contracts nor,
to the best knowledge of the Seller, has any event occurred which with the giving of notice or the lapse of time, or both, would
constitute any material default on the part of any other party to any of the GAS-seventeen Contracts.


 


SECTION 6.10. Compliance with Law. The
conduct of business by the GAS-seventeen Vessel Owner does not and the execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby will not violate any Applicable Laws of any country, province, state or other governing
body, the enforcement of which would materially and adversely affect the business, assets, condition (financial or otherwise) or
prospects of the GAS-seventeen Vessel Owner taken as a whole, nor has the GAS-seventeen Vessel Owner received any notice of any
such violation.


 


SECTION 6.11. No Undisclosed Liabilities. Except
for such liabilities, debts, obligations, encumbrances, defects, restrictions or claims of a general nature and magnitude that
would arise in connection with the operation of LNG carriers of the same type as the GAS-seventeen Vessel in the ordinary course
of business and obligations arising under the GAS-seventeen Contracts, the GAS-seventeen Vessel Owner (or the GAS-seventeen Vessel
owned by it) has no liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, and whether due
or to become due (including, without limitation, any liability for Taxes and interest, penalties and other charges payable with
respect to any such liability or obligation) that: (i) have not been disclosed in writing to the Buyer Entities prior to the date
hereof or (ii) have not been set forth in the unaudited balance sheet of the GAS-seventeen Vessel Owner as of June 30, 2014, provided
to Buyer prior to the execution of this Agreement (the “GAS-seventeen Balance Sheet”). The GAS-seventeen Balance
Sheet (A) was derived from and has been prepared in accordance with the underlying books and records of the GAS-seventeen Vessel
Owner, (B) has been prepared in accordance with IFRS (subject to the absence of footnote disclosure) and (C) fairly presents the
assets, liabilities (including reserves) and financial position of the GAS-seventeen Vessel Owner as of the date thereof.


 


SECTION 6.12. Payment of Taxes. The GAS-seventeen
Vessel Owner has filed all foreign, federal, state and local income and franchise tax returns required to



    	 



    		19



    

be filed, which returns are correct and complete
in all material respects, and has timely paid all taxes due from it, and the GAS-seventeen Vessel is in good standing with respect
to the payment of past and current Taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered
as would affect its registry with the ship registry of such jurisdiction.


 


SECTION 6.13. Permits. The GAS-seventeen
Vessel Owner has such Permits of, and has all declarations and filings with, and is qualified and in good standing in each jurisdiction
of, all federal, provincial, state, local or foreign Governmental Authorities and other Persons, as are necessary to own or lease
its properties and to conduct its business in the manner that is standard and customary for a business of its nature other than
such Permits the absence of which, individually or in the aggregate, has not and could not reasonably be expected to materially
or adversely affect the GAS-seventeen Vessel Owner or the GAS-seventeen Vessel, and the GAS-seventeen Vessel Owner has fulfilled
and performed all its obligations with respect to such Permits which are or will be due to have been fulfilled and performed by
such date and no event has occurred that would prevent such Permits from being renewed or reissued or that allows, or after notice
or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the
holder of any such Permit, except for such nonrenewals, nonissues, revocations, terminations and impairments that would not, individually
or in the aggregate, materially or adversely affect the GAS-seventeen Vessel Owner or the GAS-seventeen Vessel, and none of such
Permits contains any restriction that is materially burdensome to the GAS-seventeen Vessel Owner.


 


SECTION 6.14. No Material Adverse Change in
Business. Since December 31, 2013, there has been no material adverse change in the condition, financial or otherwise, or in
the earnings, properties, business affairs or business prospects of the GAS-seventeen Vessel Owner, whether or not arising in the
ordinary course of business, that would have or could reasonably be expected to have a material adverse effect on the condition,
financial or otherwise, or in the earnings, business affairs or business prospects of the GAS-seventeen Vessel Owner.


 


SECTION 6.15. Tax Classification. The GAS-seventeen
Vessel Owner has made an election under U.S. Treasury Regulation Section 301.7701-3(c) to be classified as a disregarded entity
for U.S. Federal income tax purposes, and such election is in effect as of the date hereof.


 


ARTICLE
VII


 



Representations and Warranties Regarding the GAS-sixteen Vessel


 


The Seller represents and warrants to the Buyer that
as of the date hereof and as of the Closing Date:


 


SECTION 7.01. Title to GAS-sixteen Vessel. The GAS-sixteen Vessel Owner is the owner (beneficially and of record) of the GAS-sixteen Vessel and has good and marketable
title to the GAS-sixteen Vessel.



    	 



    		20



    

SECTION 7.02. No Encumbrances. The assets
of the GAS-sixteen Vessel Owner and the GAS-sixteen Vessel are free of all Encumbrances other than the Encumbrances arising under
the GAS-sixteen Charter and the Credit Facility.


 


SECTION 7.03. Condition. The GAS-sixteen
Vessel is (i) adequate and suitable for use by the GAS-sixteen Vessel Owner in the manner that is standard and customary for a
vessel of its type and age, ordinary wear and tear excepted; (ii) seaworthy in all material respects for hull and machinery insurance
warranty purposes and in good running order and repair; (iii) insured against all usual risks, and in amounts, consistent with
common industry practices; (iv) in compliance with applicable maritime laws and regulations; and (v) in compliance in all material
respects with the requirements of its class and classification society; and all class certificates of the GAS-sixteen Vessel are
clean and valid and free of recommendations affecting class; and the Buyer acknowledges and agrees that, subject only to the representations
and warranties in this Agreement, it is acquiring the GAS-sixteen Vessel on an “as is, where is” basis.


 


ARTICLE
VIII


 


Representations and Warranties
Regarding the GAS-seventeen Vessel


 


The Seller represents and warrants to the Buyer that
as of the date hereof and as of the Closing Date:


 


SECTION 8.01. Title to GAS-seventeen Vessel. The GAS-seventeen Vessel Owner is the owner (beneficially and of record) of the GAS-seventeen Vessel and has good and marketable
title to the GAS-seventeen Vessel.


 


SECTION 8.02. No Encumbrances. The assets
of the GAS-seventeen Vessel Owner and the GAS-seventeen Vessel are free of all Encumbrances other than the Encumbrances arising
under the GAS-seventeen Charter and the Credit Facility.


 


SECTION 8.03. Condition. The GAS-seventeen
Vessel is (i) adequate and suitable for use by the GAS-seventeen Vessel Owner in the manner that is standard and customary for
a vessel of its type and age, ordinary wear and tear excepted; (ii) seaworthy in all material respects for hull and machinery insurance
warranty purposes and in good running order and repair; (iii) insured against all usual risks, and in amounts, consistent with
common industry practices; (iv) in compliance with applicable maritime laws and regulations; and (v) in compliance in all material
respects with the requirements of its class and classification society; and all class certificates of the GAS-seventeen Vessel
are clean and valid and free of recommendations affecting class; and the Buyer acknowledges and agrees that, subject only to the
representations and warranties in this Agreement, it is acquiring the GAS-seventeen Vessel on an “as is, where is”
basis.



    	 



    		21



    

ARTICLE
IX


 


Covenants


 


SECTION 9.01. Financial Statements. The
Seller Entities agree to cause the Vessel Owners to provide access to the books and records of the Vessel Owners to allow the Buyer
to prepare at the Buyer’s expense any information, review or audit the Buyer reasonably believes is required to be furnished
or provided by the Buyer pursuant to applicable securities laws, including in connection with obtaining Buyer’s financing
for the Acquisition and the filing of a registration statement with the Commission in connection therewith. The Seller will (a)
provide the Buyer or the Buyer’s auditors access to the Seller’s work papers and (b) use its commercially reasonable
efforts to assist the Buyer with any such information, review or audit and to provide other financial information reasonably requested
by the Buyer or its auditors, including the delivery by the Seller Entities of any information, letters and similar documentation,
including reasonable “management representation letters” and attestations.


 


SECTION 9.02. Expenses. All costs, fees
and expenses incurred in connection with this Agreement and the related transaction documents (including those related to the MLP
Guarantee and the New Credit Facility) shall be paid by the Buyer, including all costs, fees and expenses incurred in connection
with conveyance fees, recording charges and other fees and charges applicable to the transfer of the Shares. Sponsor and Buyer
shall enter a letter agreement related to certain rights and obligations related to certain depot spares prior to Closing. In addition:


 


(i) all costs and expenses incurred by
the Buyer to load the Vessel with fuel oil, lubricating oil, greases, fresh water and other stores necessary to operate the Vessel
after the Closing shall be for the Buyer’s account;


 


(ii) all unused fuel oil, lubricating
oil, greases, fresh water, and other stores on the Vessels at the Closing shall become the Buyer’s property after the Closing
without extra payment;


 


(iii) all spare parts and spare equipment,
including spare tail-end shafts, spare propellers and propeller blades, if any, belonging to the Vessel Owners at the time of Closing
used or unused, and on board shall become the Buyer’s property after the Closing, and spares on order are to be included;
and


 


(iv) subject to the provisions of Section
2.05, all bank account balances, cash, current assets and current liabilities of the Vessel Owners at the time of Closing shall
remain the assets of the Vessel Owners and shall not be transferred to the Seller Entities in connection with Closing.


 


SECTION 9.03. Commercially Reasonable Efforts;
Financing. On the terms and subject to the conditions of this Agreement, each of the Sponsor, Seller and Buyer shall use its
commercially reasonable efforts to cause the Closing to occur, including taking all commercially reasonable actions necessary to
comply promptly with all legal requirements that may be imposed on it or any of its affiliates with respect to the



    	 



    		22



    

Closing and to obtain any such consents required
to be obtained by it in connection with the transfer of the Vessel Owners. Sponsor and Seller shall also provide such reasonable
cooperation in connection with the arrangement of the Buyer’s financing as may be reasonably requested by Buyer, including
providing information and documents, and other actions that are or may be customary in connection with comparable financing transactions.
Each of Sponsor, Seller and Buyer shall not, and shall not permit any of their respective affiliates to, take any actions that
would, or that could reasonably be expected to, result in any of the conditions set forth in Article X not being satisfied (including
obtaining any consent, authorization, order or approval of, or any exemption by, any Governmental Authority required to be obtained
or made by Sponsor, Seller or Buyer in connection with the acquisition of the Vessel Owners or the taking of any action contemplated
by this Agreement in accordance with its terms).


 


SECTION 9.04. Tests and Surveys. The Seller
and the Sponsor will grant to the Buyer the right, exercisable at the Buyer’s risk and expense, to make such surveys, tests
and inspections of the Vessels as the Buyer may deem desirable, so long as such surveys, tests or inspections do not damage the
Vessels or interfere with the activities of the Seller Entities or the Charterer thereon so long as the Buyer has furnished the
Seller and the Sponsor with evidence that adequate liability insurance is in full force and effect.


 


SECTION 9.05. Further Assurances. From
time to time after the date of this Agreement, and without any further consideration, the Parties agree to execute, acknowledge
and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and
other documents, and will do all such other acts and things, all in accordance with Applicable Law, as may be necessary or appropriate
(a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers
and privileges granted by this Agreement, or which are intended to be so granted, (b) more fully and effectively to vest in the
applicable Parties and their respective successors and assigns beneficial and record title to the interests distributed, contributed
and assigned by this Agreement or intended so to be and (c) to more fully and effectively carry out the purposes and intent of
this Agreement.


 


SECTION 9.06. Covenants of Sponsor and Seller
Prior to Closing. From the date of this Agreement to the Closing Date, Sponsor and Seller shall cause the Vessel Owners to
conduct their business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Without
limiting the generality of the foregoing, during the period from the date of this Agreement to the Closing, except with the prior
written consent of Buyer, the Sponsor and Seller shall not permit the Vessel Owners to:


 


(a) enter into any contracts or other written
or oral agreements;


 


(b) (i) declare, set aside or pay any dividends
on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock, (ii) split, combine
or reclassify any of its capital stock or issue any other securities in respect of, in lieu of or in substitution for shares of
its capital stock or (iii) purchase, redeem or



    	 



    		23



    

otherwise acquire any shares of capital stock or
any other securities of the Vessel Owners or any options, warrants, calls or rights to acquire any such shares or other securities;
or


 


(c) issue, deliver, sell, pledge or otherwise
encumber any shares of its capital stock, any other voting securities or any securities convertible into, or exchangeable for,
any shares of its capital stock, or any stock options, warrants, calls or rights to acquire any such shares, voting securities
or convertible securities or any stock appreciation rights or other rights that are linked in any way to the price of the Shares
or the value of the Vessel Owners or any part thereof.


 


SECTION 9.07. Credit Facilities.


 


(a) Unless the New Credit Facility is entered
into in a form satisfactory to Sponsor, Seller and Buyer and funded on or before the Closing Date, the Sponsor, Seller and Buyer
shall use, and shall cause their respective subsidiaries to use, commercially reasonable efforts to execute the MLP Guarantee and
any other amendments to the Credit Facility as may be required in connection with the Closing of the transactions contemplated
by this Agreement.


 


(b) The Sponsor, Seller and Buyer shall use, and
shall cause their respective subsidiaries to use, commercially reasonable efforts to take, or cause to be taken, such actions and
do, or cause to be done, such things as are necessary, proper or advisable in connection with entering into the New Credit Facility
on the Closing Date or in a reasonable period of time thereafter.


 


SECTION 9.08. Management Agreements. The
Sponsor, Seller and Buyer shall cause the Management Agreements to be amended and restated, effective as of the Closing, so as
to be substantially the same (including with respect to pricing terms) as the commercial management agreements and ship managements
agreements for the vessels in the Buyer’s fleet as of the date hereof.


 


ARTICLE
X


 


Conditions to Closing


 


SECTION 10.01. Conditions to the Obligations
of Sponsor, Seller and Buyer. The obligations of Sponsor, Seller and Buyer to effect the Closing shall be subject to the satisfaction
or waiver by Sponsor, Seller and Buyer on or prior to the Closing Date of the following conditions:


 


(a) no Governmental Authority shall have entered
any order that remains in effect which would restrain, enjoin or otherwise prevent the performance of this Agreement or the consummation
of any of the transactions contemplated hereby in accordance with the terms of this Agreement;


 


(b) all approvals of Governmental Authorities
required to consummate the transactions contemplated by this Agreement shall have been obtained;



    	 



    		24



    

(c) no Applicable Law shall have been enacted
by any Governmental Authority which prohibits the consummation of the Closing; and


 


(d) either (i) the MLP Guarantee and any other
amendments to the Credit Facility required in connection with the Closing of the transactions contemplated by this Agreement in
such form as the Majority Lenders (as such term is defined in the Credit Facility) may require have been entered into or (ii) the
New Credit Facility has been entered into in a form satisfactory to Sponsor, Buyer and Seller and funded on or before the Closing
Date.


 


SECTION 10.02. Conditions to the Obligation
of Buyer. The obligation of Buyer to effect the Closing shall be subject to the satisfaction or waiver by Buyer on or prior
to the Closing Date of each of the following conditions:


 


(a) the availability, in the Buyer’s sole
discretion, of sufficient funds to pay the Purchase Price and other costs associated with the Acquisition;


 


(b) each of the representations and warranties
of Seller contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date, with
the same effect as if those representations and warranties had been made on and as of the Closing Date except to the extent that
any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be
so true and correct as of such date, and except to the extent the failure to be so true and correct would not be material;


 


(c) Seller Entities shall have duly performed
and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed
or complied with by Seller Entities at or before the Closing; and


 


(d) the results of any searches, surveys, tests
or inspections conducted pursuant to Section 9.04 are, in the reasonable opinion of the Buyer, satisfactory.


 


SECTION 10.03. Conditions to the Obligation
of Sponsor and Seller. The obligation of Sponsor and Seller to effect the Closing shall be subject to the satisfaction or waiver
by Sponsor and Seller on or prior to the Closing Date of each of the following conditions:


 


(a) Each of the representations and warranties
of Buyer contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date, with
the same effect as if those representations and warranties had been made on and as of the Closing Date except to the extent that
any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be
so true and correct as of such date, and except to the extent the failure to be so true and correct would not be material; and


 


(b) Buyer Entities shall have duly performed and
complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed
or complied with by Buyer Entities at or before the Closing.



    	 



    		25



    

ARTICLE
XI


 


Amendments and Waivers


 


SECTION 11.01. Amendments and Waivers. This
Agreement may not be amended except by an instrument in writing signed on behalf of each party hereto. By an instrument in writing
the Buyer, on the one hand, or the Sponsor and Seller, on the other hand, may waive compliance by the other with any term or provision
of this Agreement that such other party was or is obligated to comply with or perform.


 


ARTICLE
XII


 


Indemnification


 


SECTION 12.01. Indemnity by the Seller. From
and after the Closing, the Seller shall be liable for, and shall indemnify the Buyer and each of its subsidiaries and each of their
directors, employees, agents and representatives (the “Buyer Indemnitees”) against and hold them harmless from,
any Losses, suffered or incurred by such Buyer Indemnitee:


 


(a) by reason of, arising out of or otherwise
in respect of (i) any inaccuracy in, or breach of, any representation or warranty (without giving effect to any supplement to any
disclosure schedules after the date hereof or qualifications as to materiality or dollar amount or other similar qualifications),
or (ii) a failure to perform or observe any covenant, agreement or obligation of, the Seller Entities in or under this Agreement
or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Seller Entities;


 


(b) with respect to any fees, expenses
or other payments incurred or owed by the Seller Entities or the Vessel Owner to any brokers, financial advisors or comparable
other persons retained or employed by it in connection with the transactions contemplated by this Agreement;


 


(c) by reason of, arising out of or otherwise
in respect of obligations, liabilities, expenses, cost and claims relating to, arising from or otherwise attributable to the assets
owned by the Vessel Owner or the assets, operations, and obligations of the Vessel Owner or the businesses thereof, in each case,
to the extent relating to, arising from, or otherwise attributable to facts, circumstances or events occurring prior to the Closing
Date;


 


(d) with respect to any Covered Environmental
Losses relating to the Vessel Owners to the extent Sponsor or Seller is notified by Buyer of any such Covered Environmental Losses
within five years after the Closing Date;


 


(e) with respect to any Losses to the
Buyer arising from:


 


(i) the failure of the Buyer, immediately
after the Closing



    	 



    		26



    

Date, to be the owner of such valid leasehold
interests or fee ownership interests in and to the Vessel Owners and Vessels as are necessary to enable the Buyer to own and operate
the Vessel Owners and Vessels in substantially the same manner that the Vessel Owners and Vessels were owned and operated by the
Seller immediately prior to the Closing Date; or


 


(ii) the failure of the Vessel Owners
to have by the Closing Date any consent or governmental permit necessary to allow the Vessel Owners to own or operate the Vessels
in substantially the same manner that the Vessels were owned and operated by the Seller Entities immediately prior to the Closing
Date;


 


in each of clauses (i) and (ii) above, to the extent that the
Sponsor or Seller is notified by the Buyer of such Losses within three years after the Closing Date; or


 


(f) with respect to all federal, state,
foreign and local income tax liabilities attributable to the operation of the Vessel Owners prior to the Closing Date, but excluding
any federal, state, foreign and local income taxes reserved on the books of the Buyer on the Closing Date.


 


SECTION 12.02. Limitation Regarding Indemnification.


 


(a) The aggregate liability of the Seller under
Section 12.01(d) above shall not exceed $5,000,000. Furthermore, no claim may be made against the Seller for indemnification pursuant
to Section 12.01(d), unless the aggregate dollar amount of all claims for indemnification pursuant to such section shall exceed
$500,000, in which case the Seller shall be liable for claims for indemnification only to the extent such aggregate amount exceeds
$500,000. The limitations set forth in this Section 12.02 shall also apply to any claim under Section 12.01(a)(i) to the extent
related to environmental or health and human safety matters.


 


(b) The aggregate liability of the Seller under
Section 12.01 above shall not exceed $328,000,000.


 


(c) The aggregate liability of the Buyer under
Section 12.03 below shall not exceed $328,000,000.


 


(d) Except as otherwise set forth in this Article
XII or in Section 14.08, the indemnification obligations set forth in this Article XII shall survive until the expiration of the
applicable statute of limitations.


 


SECTION 12.03. Indemnity by the Buyer. From
and after the Closing, the Buyer shall be liable for, and shall indemnify the Seller and Sponsor and their respective subsidiaries
and each of their directors, employees, agents and representatives (the “Seller Indemnitees”) against and hold
them harmless from, any Losses, suffered or incurred by such Seller Indemnitee:



    	 



    		27



    

(a) by reason of, arising out of or otherwise
in respect of (i) any inaccuracy in, or breach of, any representation or warranty (without giving effect to any supplement to the
disclosure schedules occurring after the date hereof or qualifications as to materiality or dollar amount or other similar qualifications),
or (ii) a failure to perform or observe any covenant, agreement or obligation of, the Buyer Entities in or under this Agreement
or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer Entities; or


 


(b) with respect to any fees, expenses
or other payments incurred or owed by the Buyer Entities to any brokers, financial advisors or comparable other persons retained
or employed by it in connection with the transactions contemplated by this Agreement.


 


SECTION 12.04. Exclusive Post-Closing Remedy. From and after the Closing, and except for any remedies for wilful misconduct or actual fraud or for payments under Section
2.05, the rights and remedies set forth in this Article XII shall constitute the sole and exclusive rights and remedies of the
Parties under or with respect to the subject matter of this Agreement.


 


ARTICLE
XIII


 


Termination


 


SECTION 13.01. Termination. This Agreement
may be terminated at any time prior to the Closing Date:


 


(a) by mutual written consent of the Sponsor,
Seller and Buyer;


 


(b) by Seller and Sponsor, on the one hand, or
Buyer, on the other hand, by written notice to the other, if:


 


(i) the Closing shall not have occurred
by April 1, 2015, unless such date is extended by the mutual written consent of Sponsor, Seller and Buyer;


 


(ii) a Governmental Authority has
entered any permanent order which restrains, enjoins or otherwise prevents the performance of this Agreement or the consummation
of any of the transactions contemplated hereby in accordance with the terms of this Agreement; or


 


(iii) an Applicable Law has been
enacted by any Governmental Authority which prohibits the consummation of the Closing;


 


provided that no Party may terminate this
Agreement pursuant to this Section 13.01(b) if that Party has breached its obligations under this Agreement in a manner that shall
have proximately caused the failure of the Closing to occur by such date;



    	 



    		28



    

(c) by Seller and Sponsor if either of the conditions
set forth in Section 10.03(a) or 10.03(b) are not satisfied, and such failure shall not have been cured within 30 days following
written notice of such failure;


 


(d) by the Buyer if:


 


(i) either of the conditions set forth
in Section 10.02(b) or 10.03(c) are not satisfied, and such failure shall not have been cured within 30 days following written
notice of such failure; or


 


(ii) the results of any searches, surveys,
tests or inspections conducted pursuant to Section 9.04 are, in the reasonable opinion of the Buyer, unsatisfactory.


 


SECTION 13.02. Effect of Termination. In
the event of the termination of this Agreement pursuant to Section 13.01, this Agreement shall become void and have no effect,
without any liability to any Person in respect hereof or the transaction contemplated hereby on the part of any Party, or any of
its directors, officers, employees, agents, legal and financial advisors, representatives, stockholders, or affiliates; provided, however, that the agreements contained in Section 9.02 (Expenses), this Section 13.02 and Article XIV shall survive the termination
of this Agreement.


 


ARTICLE
XIV


 


Miscellaneous


 


SECTION 14.01. Governing Law. This Agreement
shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be
performed wholly within such jurisdiction without giving effect to conflict of law principles thereof other than Section 5-1401
of the New York General Obligations Law, except to the extent that it is mandatory that the law of some other jurisdiction, wherein
the Vessels are located, shall apply.


 


SECTION 14.02. Counterparts. This Agreement
may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute
but one and the same instrument.


 


SECTION 14.03. Complete Agreement. This
Agreement and Schedules hereto contain the entire agreement between the parties hereto with respect to the transactions contemplated
herein and, except as provided herein, supersede all previous oral and written and all contemporaneous oral negotiations, commitments,
writings and understandings.


 


SECTION 14.04. Interpretation. The headings
contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement.



    	 



    		29



    

SECTION 14.05. Severability. If any of
the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws
of any governmental body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate
the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions
held to be invalid, and an equitable adjustment shall be made and necessary provision added so as to give effect, as nearly as
possible, to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.


 


SECTION 14.06. Third Party Rights. Except
to the extent provided in Article XII, a Person who is not a party to this Agreement has no right to enforce or to enjoy the benefit
of any term of this Agreement.


 


SECTION 14.07. Notices. Any notice, claim
or demand in connection with this Agreement shall be delivered to the parties at the following addresses (or at such other address
or facsimile number for a party as may be designated by notice by such party to the other party):


 


 





	 	(a)	if to GASLOG CARRIERS LTD., as follows:
	 	 	 
	 	 	GasLog Carriers Ltd.
	 	 	c/o GasLog Monaco S.A.M.
	 	 	Gildo Pastor Center
	 	 	7 Rue du Gabian
	 	 	MC 98000, Monaco
	 	 	Attention:  Legal
	 	 	Facsimile:  +377 9797-5124
	 	 	 
	 	(b)	if to GASLOG LTD., as follows:
	 	 	 
	 	 	GasLog Ltd.
	 	 	c/o GasLog Monaco S.A.M.
	 	 	Gildo Pastor Center
	 	 	7 Rue du Gabian
	 	 	MC 98000, Monaco
	 	 	Attention:  Legal
	 	 	Facsimile:  +377 9797-5124
	 	 	 
	 	(c)	if to GASLOG PARTNERS LP, as follows:
	 	 	 
	 	 	GasLog Partners LP
	 	 	c/o GasLog Monaco S.A.M.
	 	 	Gildo Pastor Center
	 	 	7 Rue du Gabian
	 	 	MC 98000, Monaco
	 	 	Attention:  Andrew J. Orekar (Chief Executive Officer)
	 	 	Facsimile:  +377 9797-5124




    	 



    		30



    

and any such notice shall be deemed to have been received (i) on the
next working day in the place to which it is sent, if sent by facsimile or (ii) forty eight (48) hours from the time of dispatch,
if sent by courier.


 


SECTION 14.08. Representations and Warranties
to Survive. All representations and warranties contained in this Agreement shall survive the Closing and shall remain operative
and in full force and effect after the Closing, regardless of (a) any investigation made by or on behalf of any Party or its affiliates,
any Person controlling any Party, its officers or directors, and (b) delivery of and payment for the Shares, for a period of three
years from the date of this Agreement. At the end of such three year period, such representations and warranties will terminate,
and no claim may be brought in respect of such representations and warranties under Article XII or otherwise, except for claims
that have been asserted prior to such date.


 


SECTION 14.09. Remedies. Except as expressly
provided in Section 12.04, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any
other rights, obligations or remedies otherwise available at law or in equity. Except as expressly provided in this Agreement,
nothing in this Agreement will be considered an election of remedies.


 


SECTION 14.10. Non-recourse to General Partner. Neither the Buyer’s general partner nor any other owner of Equity Interests in the Buyer shall be liable for the obligations
of the Buyer under this Agreement or any of the related transaction documents, including, in each case, by reason of any payment
obligation imposed by governing partnership statutes.



    	 



    		31



    

IN WITNESS WHEREOF, each of the parties hereto has
caused this Agreement to be signed as of the date first above written.


 


	Gaslog carriers ltd.,

 

	 	by	     /s/ Simon Crowe	 
	 	 	Name: Simon Crowe	 
	 	 	Title: Director	 


 

	GASLOG ltd., 	 
	 	 	 	 
	 	by	     /s/ Paul Wogan	 
	 	 	Name: Paul Wogan	 
	 	 	Title: Chief Executive Officer	 



 


	GASLOG PARTNERS LP,	 
	 	 	 
	 	by	     /s/ Andrew J. Orekar	 
	 	 	Name: Andrew J. Orekar	 
	 	 	Title: Chief Executive Officer	 




    	 



    		32



    

Exhibit A - Net Working Capital Line Items


 


	Current Assets	 	 	 	 
	Trade and other receivables	 	 	 	 
	Inventories	 	 	 	 
	 Prepayments and other current assets	 	 	 	 
	Cash and cash equivalents	 	 	 	 
	 	 	 	 	 
	Total Current Assets (A)	 	$	 	 
	 	 	 	 	 
	Current Liabilities	 	 	 	 
	Trade accounts payable	 	 	 	 
	Ship management creditors	 	 	 	 
	Amounts due to related parties	 	 	 	 
	Other payables and accruals	 	 	 	 
	 	 	 	 	 
	Total Current Liabilities (B)	 	$	  	 
	 	 	 	 	 
	Net Working Capital (A)-(B)	 	$