Common use of Procedures Clause in Contracts

Procedures. (a) Not later than 30 calendar days after the date of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Not later than 30 calendar days after Each Holder may specify in a request made in accordance with the date provisions of acceptance this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the Hull 2575 number of shares of Company Common Stock owned by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity such Holder (or subject to cause any Partnership Group Member such Company Restricted Stock Awards) with respect to purchase the Hull 2575 Interests for fair market value pursuant which such Holder desires to Section 10.1(a)make a Cash Election. (b) If Buyer shall prepare a Partnership Group Member decides form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise the option their right to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interestsmake an Election, and the other material terms of the purchase. The decision shall make such form available to purchase the Hull 2575 Interests, the fair market value Company for review not less than five (5) Business Days prior to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable its first distribution to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeHolders. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: Buyer (i) shall initially make available and mail the Partnership Group Member will deliver a cash purchase price Form of Election not less than twenty (unless 20) Business Days prior to the Partnership Group Member and KNOT agree that the consideration will be paid by means anticipated Election Deadline to Holders of equity record as of the MLPBusiness Day prior to such mailing date, an interest-bearing promissory note or other form of consideration); and (ii) the Partnership Group will be entitled following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the benefit of Election Deadline. The time period between such mailing date and the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect Election Deadline is referred to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters herein as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained“Election Period”. (d) If Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Partnership Group Member chooses Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or is deemed to have chosen not to exercise its option to purchase by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the Hull 2575 Interests at the price determined United States. As used herein, unless otherwise agreed in advance by the investment banking firmparties, ship broker or other expert advisor under Section 10.2(b)“Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, all future rights to purchase and at least five (5) Business Days prior to, the Hull 2575 Interests by the Partnership Group will be extinguishedElection Deadline.

Procedures. Until a Qualified IPO, if the Company proposes to issue any New Ownership Interest, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (a15) Not later Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than 30 calendar days after twenty (20) Business Days from the initial date of acceptance notice of such issuance by the Hull 2575 by Standard MarineCompany. If the Holders fail to exercise in full the Preemptive Rights, KNOT shall notify the Board Company will have one hundred and offer eighty (180) days thereafter to sell the Board New Ownership Interest in respect of which the opportunity Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to cause any Partnership Group Member the purchasers thereof than specified in the Company’s notice to purchase the Hull 2575 Interests for fair market value Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise4.5.2, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker Company will not thereafter issue or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access sell any New Ownership Interest without first offering such securities to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, Holders in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedmanner provided above. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (athe "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) Not later than 30 calendar days after from the date of acceptance mailing of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such exercise, the fair market value it proposes New Securities that he did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the purchase. The decision failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or Purchasing Rights Holders, at any time within five (5) days after receiving the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeOverallotment Notice. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (athe "NOTICE"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) Not later than 30 calendar days after from the date of acceptance mailing of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "NONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such exercise, the fair market value it proposes New Securities that he did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "PURCHASING HOLDER") written notice of the purchase. The decision failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value "OVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or Purchasing Rights Holders, at any time within five (5) days after receiving the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeOverallotment Notice. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Major Investor a written notice of its intention to issue New Securities (athe “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 6.1 hereof. Each Major Investor shall have thirty (30) Not later than 30 calendar days from the date such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Major Investor’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Major Investor’s Pro Rata Share). If any Major Investor fails to so agree in writing within such thirty (30) day period to purchase such Major Investor’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Major Investor who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase all (or any part) of the Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering, according to the relative Pro Rata Shares of the Purchasing Holders electing to purchase such overallotment shares, at any time within ten (10) days after the date of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value Overallotment Notice is effective pursuant to Section 10.1(a)6.1. (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not later than 30 calendar days after the date of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise Tag-Along Seller is participating in a Tag-Along Sale, at least 15 days before the option to purchase proposed date thereof, the Hull 2575 Interests, it will provide, within 24 months Issuer shall provide each Holder of receipt of notice pursuant to Section 10.2(a), Warrants or Warrant Stock with written notice to KNOT of such exercise, Tag-Along Sale setting forth in reasonable detail the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value consideration per share to be paid for by the Hull 2575 Intereststransferee, the number of shares to be sold and the other terms and conditions of the purchase Tag-Along Sale. Each Holder of Warrants or Warrant Stock wishing to participate in the Tag-Along Sale shall be approved provide written notice to such Tag-Along Seller and to the Issuer within 15 days of the date the notice specified in the preceding sentence is received by such Holder. Such notice shall set forth the Conflicts Committeenumber (on an aggregate basis) of then exercisable Warrants and shares of Warrant Stock, if any, such holder elects to include in the Tag-Along Sale. If the Partnership Group Member and KNOT are unable a Holder, or Holders, of Warrants or Warrant Stock has elected to agree on the fair market value of the Hull 2575 Interests and/or the other material termsparticipate in a Tag-Along Sale, the Partnership Group Member and KNOT Tag-Along Seller shall engage a mutually-agreed-upon investment banking firmreduce, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be soldextent necessary, the investment banking firmnumber of shares of Common Stock that it is entitled to sell in the Tag-Along Sale to permit the Holder, ship broker or other expert advisorHolders, as applicableof Warrants or Warrant Stock to participate in the Tag-Along Sale and the Holder, will have access or Holders, of Warrant or Warrant Stock so electing shall sell such number of shares identified in its notice to the proposed sale and purchase values and terms for Tag-Along Seller. If such notice is not received from a Holder within the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination15-day period specified above, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties Tag-Along Seller shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation sell or otherwise transfer the shares of Common Stock to purchase the Hull 2575 under this Article X proposed transferee without any participation by such Holder, but only (i) on the terms and conditions stated in the related purchase notice, and sale agreement (ii) if the results sale or transfer of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in such shares of Common Stock is consummated not later than 60 days after the reasonable opinion end of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedsuch 5-day period specified above. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (athe “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 6.1 hereof. Each Rights Holder shall have ten (10) Not later than 30 calendar days after from the date of acceptance of the Hull 2575 by Standard Marinesuch Notice is effective, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value as determined pursuant to Section 10.1(a). (b) If a Partnership Group Member decides 6.1 hereof based upon the manner or method of notice, to exercise the option agree in writing to purchase such Rights Holder’s Pro Rata Share of such New Securities for the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), price and upon the general terms specified in the Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such exerciseNew Securities that he, the fair market value she or it proposes did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the purchasefailure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders’ unpurchased Pro Rata Share of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice. The decision rights provided in this Section 3 may be assigned or transferred by any Holder that is an investment fund to purchase the Hull 2575 Interestsany of its partners, the fair market value to be paid for the Hull 2575 Interests, and the other terms members or any affiliated fund or entity of the purchase shall be approved Holder (including, without limitation, a fund or entity managed by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material termssame manager or managing member or general partner or management company or by an entity controlling, the Partnership Group Member and KNOT shall engage controlled by, or under common control with such manager or managing member or general partner or management company (such a mutually-agreed-upon investment banking firm, ship broker fund or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLPentity, an interest-bearing promissory note or other form of consideration“Affiliated Fund”); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (athe “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 6.1 hereof. Each Rights Holder shall have twenty (20) Not later than 30 calendar days after from the date of acceptance of the Hull 2575 by Standard Marinesuch Notice is effective, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value as determined pursuant to Section 10.1(a). (b) If a Partnership Group Member decides 6.1 hereof based upon the manner or method of notice, to exercise the option agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such New Securities for the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), price and upon the general terms specified in the Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such exerciseNew Securities that he, the fair market value she or it proposes did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the purchase. The decision failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder’s full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or Purchasing Holders, at any time within five (5) days after receiving the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeOverallotment Notice. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not In the event that a Company Group Member enters an agreement to acquire or charter-in any Capesize Vessel in accordance with Section 2.1, then as soon as practicable or in any event not later than 30 3 calendar days after entering an agreement that sets forth the date of acceptance of terms upon which it would acquire or charter-in such Capesize Vessel, such Company Group Member (the Hull 2575 by Standard Marine, KNOT “Acquiring Party”) shall notify the Board Parent in writing and offer the Board Parent (the “Offeree”) the opportunity to cause for any Partnership Parent Group Member to purchase or charter-in such Capesize Vessel (the Hull 2575 Interests for fair market value pursuant “Offered Asset”), on terms no less favorable than those offered to Section 10.1(aor by the Company Group Member, as applicable, plus any applicable Break-up Costs (the “Offer”). (b) If a Partnership . The Offer shall set forth the Acquiring Party’s proposed terms relating to the purchase or charter-in of the Offered Asset by the applicable Parent Group Member, including any liabilities to be assumed by the applicable Parent Group Member decides as part of the Offer. As soon as practicable after the Offer is made, the Acquiring Party will deliver to exercise the option to purchase Offeree all information prepared by or on behalf of or in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT possession of such exercise, Acquiring Party relating to the fair market value it proposes to pay for Offered Asset and reasonably requested by the Hull 2575 Interests, and the other material terms of the purchaseOfferee. The decision to purchase or charter-in the Hull 2575 Interestsapplicable Offered Asset, the fair market value purchase price or charter hire to be paid and the charter period for the Hull 2575 Interestsapplicable Offered Asset, and the other terms of the purchase or charter shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value independent directors of the Hull 2575 Interests and/or Board and recommended to the other material termsBoard for approval. As soon as practicable, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firmbut in any event, ship broker or other expert advisor to determine the fair market value within 5 calendar days after receipt of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT Offer with respect to a single vessel transaction, or a period of 14 calendar days with respect to a multi-vessel transaction, the Hull 2575 Interests Offeree shall notify the Acquiring Party in writing that either: (a) The Board has elected not to cause a Parent Group Member to purchase or charter-in such Offered Asset, in which event the Acquiring Party and reasonably requested by such investment banking firmits Affiliates shall, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or subject to the other terms on which of this Agreement, be forever free to continue to own, operate, charter-in or charter-out such Offered Asset, provided that the Partnership Parent shall retain the right of first refusal for such Capesize Vessel or Vessels in Section 2.1 with respect to any purchase option under a charter.; or (b) The Board has elected to cause a Parent Group Member and KNOT are unable to agree within 30 calendar days purchase such Offered Asset. After receipt by the Acquiring Party of its engagement and furnish the Partnership Board’s election to cause a Parent Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for Offered Asset, the fair market value and Board shall cause such Parent Group Member to purchase the Offered Asset on the other terms determined by set forth in the investment banking firm, ship broker or other expert advisor, Offer as soon as commercially practicable after determinations have such agreement has been madereached. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not later than 30 calendar days after CMRE and York shall, at any time and from time to time within the date of acceptance of the Hull 2575 by Standard MarineNew Build Interest Option Period, KNOT shall notify the Board General Partner and offer the Board General Partner the opportunity right to cause any Partnership Group Member to purchase the Hull 2575 NCP0113 ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ Interests, Hull S2121 Interests, Hull S2122 Interests, Hull S2123 Interests, Hull S2124 Interests and Hull S2125 Interests, as applicable (the “Applicable New Build Interests” and the applicable containership vessel, the “Applicable New Build Vessel”) for fair market value pursuant to Section 10.1(a7.1(a); provided, however that, during the relevant New Build Interest Option Period, CMRE and York will be subject to such requirement to provide notice and offer the Applicable New Build Vessel Interests only if, at the time of such notice and offer, the Applicable New Build Vessel constitutes a Five-Year Vessel; provided, further that if, at the end of the New Build Interest Option Period, any Applicable New Build Vessel constitutes a Five-Year Vessel and CMRE and York have not previously notified the General Partner and offered the General Partner the right to cause any Partnership Group Member to purchase the relevant Applicable New Build Vessel Interests, the Partnership Group shall have the right to purchase the relevant Applicable New Build Vessel Interests at the end of the New Build Interest Option Period and CMRE and York shall at that time offer the relevant Applicable New Build Vessel Interests. (b) If a Partnership Group Member the General Partner decides to exercise the option for a Partnership Group Member to purchase the Hull 2575 Applicable New Build Interests, it will provide, within 24 months 10 business days of receipt of notice and offer to purchase pursuant to Section 10.2(a7.2(a) (or of the last day of the New Build Interest Option Period, if the last proviso of Section 7.2(a) applies), written notice to KNOT CMRE and York of such exercise, exercise and the fair market value it proposes to pay for the Hull 2575 Interests, and Applicable New Build Interests (the other material terms of the purchase“New Build Option Exercise Notice”). The decision to purchase the Hull 2575 Interests, Applicable New Build Interests subject to the New Build Option Exercise Notice and the fair market value to be paid for the Hull 2575 Interests, and Applicable New Build Interests subject to the other terms of the purchase New Build Option Exercise Notice shall be approved initiated and proposed by Management but shall be subject to approval by the Conflicts Committee. If the Partnership Group Member Member, York and KNOT CMRE are unable to agree on the fair market value of the Hull 2575 Applicable New Build Interests and/or that are subject to the other material termsNew Build Option Exercise Notice and the unspecified terms of the New Build Option Exercise Notice during the 30-day period (the “New Build Option Exercise Period”) after receipt by CMRE of the New Build Option Exercise Notice, the Partnership Group Member and KNOT General Partner shall engage appoint a mutually-agreed-upon investment banking firm, ship broker or other expert advisor Shipbroker prior to the fifth business day following the end of the New Build Option Exercise Period to determine the fair market value of the Hull 2575 Applicable New Build Interests and/or the other material unspecified terms on which the Partnership Group Member and KNOT CMRE are unable to agree. Unless otherwise agreed by the parties, the consideration shall be 100% cash. In determining the fair market value of the Hull 2575 Applicable New Build Interests and/or the other material unspecified terms on which the Hull 2575 Applicable New Build Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, Shipbroker will have access to the proposed sale and purchase values and terms for the offer New Build Option Exercise Notice submitted by the Partnership Group Member Member, York and KNOTCMRE, respectively, and to all information prepared by or on behalf of the Partnership Group Member Member, York and KNOT CMRE with respect to the Hull 2575 Applicable New Build Interests and reasonably requested by such investment banking firm, ship broker or other expert advisorShipbroker. Such investment banking firm, ship broker or other expert advisor will Shipbroker shall be required to determine the fair market value of the Hull 2575 Applicable New Build Interests and/or the other unspecified terms on which the Partnership Group Member Member, York and KNOT CMRE are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member Member, York and KNOT CMRE its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, Shipbroker will be divided equally between the Partnership Group Member Member, York and KNOTCMRE. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Applicable New Build Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisorShipbroker, as soon as commercially practicable after such determinations have been made. (c) If the General Partner chooses to exercise the option for a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Applicable New Build Interests under Section 10.2(b7.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Applicable New Build Interests pursuant substantially in the form of the agreement attached hereto as Annex A. Pursuant to which KNOT such purchase and sale agreement, CMRE shall be obligated to sell the Hull 2575 Applicable New Build Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Applicable New Build Interests from KNOTCMRE. The MLP, York and CMRE agree to and accept the terms of the form of the purchase agreement attached hereto as Annex A, and such terms shall apply to any purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLPNew Build Interests pursuant to this Article VII, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled except to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests extent otherwise mutually agreed by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedParties. (d) If the General Partner notifies CMRE and York that it chooses not to exercise the option for a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Applicable New Build Interests at the price determined by the investment banking firm, ship broker or other expert advisor Shipbroker under Section 10.2(b7.1(b), all future rights to purchase the Hull 2575 Applicable New Build Interests by the Partnership Group will be extinguished. If the General Partner (i) does not provide CMRE and York with a New Build Option Exercise Notice within 10 business days of receipt of notice and offer to purchase pursuant to Section 7.2(a) (or of the last day of the New Build Interest Option Period, if the last proviso of Section 7.2(a) applies), the General Partner shall be deemed to have chosen not to exercise the option for a Partnership Group Member to purchase the Applicable New Build Interest in accordance with this paragraph (d) and all future rights to purchase the Applicable New Build Interests by the Partnership Group will be extinguished (subject to any purchase rights that may arise under Article V).

Procedures. Any Investor who does not exercise its respective rights of first refusal shall have the right, exercisable upon delivery of a written notice to the Selling Shareholder, with a copy to the Company, within twenty (a20) Not later than 30 calendar days Business Days after the date of acceptance the Transfer Notice (the “First Co-Sale Period”), to participate in the sale of any Transfer Shares to the extent of such Investor’s Pro Rata Co-Sale Share at the same price and upon the same terms and conditions indicated in the Transfer Notice. A failure by any Investor to respond within such prescribed period shall constitute a decision by such Investor not to exercise its right of co-sale as provided herein. To the extent that any Investor does not exercise its right of co-sale to the full extent to sell such Investor’s Pro Rata Co-Sale Share, the Selling Shareholder shall deliver written notice thereof (the “Second Co-Sale Notice”), within two (2) days after the expiration of the Hull 2575 by Standard MarineFirst Co-Sale Period, KNOT to each Investor that elected to the full extent to sell such Investor’s Pro Rata Co-Sale Share (the “Co-Sale Holder”). Each Co-Sale Holder shall have ten (10) Business Days from the date of the Second Co-Sale Notice (the “Second Co-Sale Period”) to notify the Board Selling Shareholder of its desire to participate in the sale for more than its Pro Rata Co-Sale Share, stating the number of the additional shares it proposes to co-sell. Such notice may be made by telephone if followed by a written confirmation within two (2) Business Days from the date of verbal notice. If as a result thereof, such over-allotment exceeds the total number of the remaining shares available for co-sale (for the avoidance of any doubt, the total number of the remaining shares available for co-sale shall mean the remaining Pro Rata Co-Sale Share of all the Investors after the First Co-Sale Period), the over-allotment Co-Sale Holders will be cut back or limited by the Selling Shareholder with respect to their over-allotment to that number of remaining shares equal to the lesser of (a) the number of the additional shares it proposes to co-sell; and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved product obtained by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: multiplying (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity number of the MLP, an interestremaining shares available for co-bearing promissory note or other form of consideration); sale by (ii) a fraction the Partnership Group will be entitled to numerator of which is the benefit number of Class A Ordinary Shares (on an as converted basis) held by each over-allotment Co-Sale Holder and the denominator of which is the total number of Class A Ordinary Shares held by the Selling Shareholder plus the total number of Class A Ordinary Shares (on an as converted basis) held by all the over-allotment Co-Sale Holders, on an as converted basis. To the extent one (1) or more of the indemnification contained Investors exercise such right of co-sale in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated accordance with the operation terms and conditions set forth below, the number of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, Transfer Shares that the remaining term of any such indemnification with respect to Selling Shareholder may sell in the Hull 2575 transaction shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedcorrespondingly reduced. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not later than 30 calendar days after In the date event that HPPI proposes to undertake an issuance of acceptance New Securities, it shall give to Mayne Pharma written notice of its intention to issue New Securities (“Notice”), describing the Hull 2575 by Standard Marinetype of New Securities, KNOT shall notify whether the Board offering is private or public, and offer the Board price and the opportunity general terms upon which HPPI proposes to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a)issue such New Securities. (b) If Mayne Pharma shall have fifteen (15) days from the date of mailing of any such Notice (the “Applicable Period”) to agree in writing that Mayne Pharma and/or members of the Mayne Pharma Group shall purchase all or a Partnership Group Member decides to exercise portion of the option to purchase Mayne Pharma Group’s Pro Rata Share of the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), New Securities for the price and upon the general terms specified in the Notice by giving written notice to KNOT HPPI and stating therein the quantity of such exercise, the fair market value it proposes New Securities to pay for the Hull 2575 Interestsbe purchased, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase HPPI shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access so sell such New Securities to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeMayne Pharma Group. (c) If a Partnership Group Member chooses With respect to exercise the issuance of shares of New Securities for which Mayne Pharma has not exercised its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests right pursuant to which KNOT this Section 5.4 within the Applicable Period, HPPI shall be obligated have 120 days after the Applicable Period to contract to sell the Hull 2575 Interests such New Securities at a price and upon general terms not more favorable to the Partnership Group Member and purchasers thereof than specified in the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOToriginal Notice. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification Except with respect to the Hull 2575 sale of additional New Securities to Mayne Pharma set forth in Section 5.4(d), if HPPI has not contracted to sell such New Securities within such 120 day period, HPPI shall be deemed not thereafter issue or sell any New Securities without again first offering such New Securities to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted Mayne Pharma pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in this Section 10.1(b) above have not been obtained5.4. (d) If a Partnership the Mayne Pharma Group Member chooses or is deemed to have chosen not to exercise has exercised its option right to purchase its full Pro Rata Share of New Securities, HPPI shall, within two (2) Business Days of the Hull 2575 Interests at end of said 120 day period, give Mayne Pharma written notice of the price determined number of shares of New Securities for which subscriptions have not been received and accepted, or that the offering was fully subscribed. The Mayne Pharma Group shall thereupon have the additional right to purchase up to that number of New Securities for which subscriptions have not been received and accepted; provided, however, during the Lock-Up Period, any purchase of New Securities by the investment banking firm, ship broker or other expert advisor Mayne Pharma Group purchase under Section 10.2(b5.1 through Section 5.5 shall be made subject to Section 4.1(a); provided, all future rights to further, that no purchase the Hull 2575 Interests of any New Securities by the Partnership Mayne Pharma Group will be extinguishedunder Section 5.1 through Section 5.5 shall require compliance with Section 4.1(b).

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (athe "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 5(a) Not later than 30 calendar hereof. Each Rights Holder shall have thirty (30) days after from the date of acceptance of the Hull 2575 by Standard Marinesuch Notice is effective, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value as determined pursuant to Section 10.1(a). (b) If a Partnership Group Member decides 5.1 hereof based upon the manner or method of notice, to exercise the option agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), price and upon the general terms specified in the Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such thirty (30) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such exerciseNew Securities that he, the fair market value she or it proposes did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the purchase. The decision failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or Purchasing Rights Holders, at any time within ten (10) days after receiving the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeOverallotment Notice. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (ai) Not Any holder or holders electing a Repurchase Option pursuant to Section 16(a) shall give written notice of such election (the "Repurchase Notice") to the Company. The Repurchase Notice shall include the name of the holders electing the Repurchase Option (the "Electing Holders") and the number of shares (by holder) that the Company shall be required at that time to repurchase. (ii) Within five Business Days of its receipt of the Repurchase Notice, the Company shall give written notice to each Electing Holder of the Company's choice of an Independent Financial Expert to prepare the Value Report. Within five Business Days after the date of this notice, Electing Holders owning a majority of the shares identified in the Repurchase Notice shall notify the Company in writing (the "Holders' IFE Notice") of their approval or disapproval of the Company's initial choice of Independent Financial Expert and, in the event of disapproval, such holders shall propose an alternative firm as Independent Financial Expert. Within two Business Days after its receipt of the Holders' IFE Notice, the Company shall notify the Electing Holders of its approval or disapproval of their selection. If the Company does not accept the Independent Financial Expert chosen by the Electing Holders, then the two Independent Financial Experts previously selected pursuant to this section shall promptly be requested by the Company and the Electing Holders to jointly select a firm to act as Independent Financial Expert to prepare the Value Report. Their joint selection, which shall be made within five Business Days, shall be final and binding upon both the Company and the Electing Holders. (iii) The Company shall consult and cooperate with the selected Independent Financial Expert to facilitate the final delivery of its Value Report no later than 30 sixty calendar days after the date of acceptance of the Hull 2575 by Standard Marine, KNOT Repurchase Notice. The Value Report shall notify be final and binding upon both the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, Company and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeElecting Holders. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant The Company shall pay the Repurchase Price in immediately available funds to the Partnership Group Member holder or holders electing the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections Repurchase Option within sixty calendar days of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities delivery of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedValue Report. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not later than 30 calendar days after the date of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver Subject to clause (ii) below, each Elective Exchange of a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will LAZ-MD Class II Interest shall be paid by means of equity effected in accordance with Section 7.4 of the MLPLAZ-MD Operating Agreement and Section 7.05(a) of the New Lazard Group Operating Agreement, an interest-bearing promissory note or other form and each Elective Exchange of consideration);a Lazard Group MD Common Interest shall be effected in accordance with Section 7.05(b) of the New Lazard Group Operating Agreement. (ii) the Partnership Group will Except as otherwise provided in this clause (ii), each Exchangeable MD Member who shall be entitled to make an Elective Exchange and desires to exchange such member’s Exchangeable Interest (or portion thereof) so exchangeable (an “Electing Member”) shall prepare and deliver to LAZ-MD and each of Lazard Ltd Sub A and Lazard Ltd Sub B a written request signed by such Electing Member (A) stating the benefit amount of Units underlying the indemnification contained in Article XIII of this Agreement for Exchangeable Interest that such Electing Member desires to exchange, (B) stating whether the remaining term of Electing Member shall elect to have such indemnification with respect exchange consummated on the Applicable Exchange Date or the date immediately prior to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition effectiveness of any registration statement of Lazard Ltd that Lazard Ltd may file in order to register the sale by the Electing Member of the Hull 2575 Interests shares of Lazard Ltd Common Stock to be issued in such exchange to such Electing Member (such date, the “Registration Exchange Date”, and the date selected by the Partnership Group Exchanging Member; provided, howeverthe “Exchange Effective Date”), and (C) certifying that such Electing Member is entitled to exchange the remaining term portion of any the Exchangeable Interest that such indemnification with respect member desires to exchange and that such Electing Member is the beneficial owner of such Exchangeable Interest (each such request, an “Exchange Request”). A properly completed Exchange Request must be delivered to LAZ-MD and each of Lazard Ltd Sub A and Lazard Ltd Sub B not less than 60 days or more than 90 days prior to the Hull 2575 anniversary date on which such Electing Member desires to effect the Exchanges in accordance with this Section. Each of Lazard Ltd Sub A and Lazard Ltd Sub B shall have the right to determine whether any Exchange Request is proper or to waive any infraction of these procedures. Once delivered, an Exchange Request shall be irrevocable. (iii) Each Elective Exchange shall be consummated effective as of the close of Lazard Ltd’s business on the applicable Exchange Effective Date (such time, the “Elective Exchange Effective Time”), and the Electing Member shall be deemed to be not less than three years from have become the closing date holder of record of the acquisition applicable shares of the Hull 2575 Interests by the Partnership Group Member; Lazard Ltd Common Stock at such Elective Exchange Effective Time (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above areor, in the reasonable opinion case of an Electing Member who is an Electing LAZ-MD Exchange Member (as defined in the LAZ-MD Operating Agreement), at the time of receipt of such shares of Lazard Ltd Common Stock) and all rights of the Partnership GroupElecting Member in respect of the portion of the Exchangeable Interest so exchanged shall terminate at such Elective Exchange Effective Time. In the event that an Electing Member shall select the Registration Exchange Date as the Exchange Effective Date in accordance with clause (ii) above, unsatisfactory; and such Elective Exchange shall be null and void (vi) neither KNOT nor and such Electing Member shall continue to hold the applicable Partnership Group Member Exchangeable Interest) in the event that the applicable registration statement shall have any obligation be abandoned by Lazard Ltd prior to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedits effectiveness. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that a Plains Entity acquires a Restricted Business comprised of assets valued in excess of $10 million, as determined by the Board of Directors of Plains Resources, then not later than 30 days after the consummation of the acquisition by such Plains Entity of the Restricted Business, such Plains Entity shall notify the General Partner of such purchase and offer the Partnership the opportunity to purchase such Restricted Business. As soon as practicable, but in any event, within 30 days after receipt of such notification, the General Partner shall notify the Plains Entity that either (i) the General Partner has elected, with the approval of the Conflicts Committee, not to cause a member of the Partnership Group to purchase such Restricted Business, in which event the Plains Entity shall be free to continue to engage in such Restricted Business, or (ii) the General Partner has elected to cause a member of the Partnership Group to purchase such Restricted Business, in which event the following procedures shall be followed: (a) Not later than 30 calendar days after The Plains Entity shall submit a good faith offer to the date of acceptance General Partner to sell the Restricted Business (the "Offer") to any member of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase on the Hull 2575 Interests terms and for fair market value pursuant to Section 10.1(a)the consideration stated in the Offer. (b) If a Partnership Group Member decides to exercise The Plains Entity and the option to purchase the Hull 2575 InterestsGeneral Partner shall negotiate in good faith, it will provide, within 24 months of for 60 days after receipt of notice pursuant such Offer by the General Partner, the terms on which the Restricted Business will be sold to Section 10.2(a)a member of the Partnership Group. The Plains Entity shall provide all information concerning the business, written notice to KNOT operations and finances of such exercise, Restricted Business as may be reasonably requested by the fair market value it proposes to pay for General Partner. (i) If the Hull 2575 Interests, Plains Entity and the other material General Partner agree on such terms within 60 days after receipt by the General Partner of the purchase. The decision to purchase the Hull 2575 InterestsOffer, the fair market value to be paid for the Hull 2575 Interests, and the other terms a member of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member shall purchase the Restricted Business on such terms as soon as commercially practicable after such agreement has been reached. (ii) If the Plains Entity and KNOT the General Partner are unable to agree on the fair market value terms of a sale during such 60-day period, the Plains Entity shall attempt to sell the Restricted Business to a Person that is not an Affiliate of the Hull 2575 Interests and/or Plains Entity (a "NonAffiliate Purchaser") within nine months of the other material termstermination of such 60-day period. Any such sale to a NonAffiliate Purchaser must be for a purchase price, as determined by the Board of Directors of Plains Resources, not less than 95% of the purchase price last offered by a member of the Partnership Group. (c) If, after the expiration of such nine-month period, the Partnership Group Member Plains Entity has not sold the Restricted Business to a NonAffiliate Purchaser, it shall submit another Offer (the "Second Offer") to the General Partner within seven days after the expiration of such nine-month period. The Plains Entity shall provide all information concerning the business, operations and KNOT shall engage a mutually-agreed-upon investment banking firmfinances of such Restricted Business as may be reasonably requested by the General Partner. (i) If the General Partner, ship broker or other expert advisor to determine with the fair market value concurrence of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable Conflicts Committee, elects not to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf cause a member of the Partnership Group Member and KNOT with respect to pursue the Hull 2575 Interests and reasonably requested by Second Offer, the Plains Entity shall be free to continue to engage in such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine Restricted Business. (ii) If the fair market value General Partner shall elect to cause a member of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member to purchase such Restricted Business, then the General Partner and KNOT are unable to the Plains Entity shall negotiate the terms of such purchase for 60 days. If the Plains Entity and the General Partner agree on such terms within 30 calendar 60 days after receipt by the General Partner of its engagement and furnish the Second Offer, a member of the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to shall purchase the Hull 2575 Interests for the fair market value and Restricted Business on the other such terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have such agreement has been madereached. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT If during such 60-day period, no agreement has been reached between the Plains Entity and the General Partner or a member of the Partnership, the Plains Entity and the General Partner will provide customary representations engage an independent investment banking firm with a national reputation to determine the value of the Restricted Business. Such investment banking firm will determine the value of the Restricted Business within 30 days and warranties with respect to title furnish the Plains Entity and the General Partner its opinion of such value. The Plains Entity will pay the fees and expenses of such investment banking firm. Upon receipt of such opinion, the General Partner will have the option, subject to the Hull 2575 Interests and any other such matters as approval of the Conflicts Committee, to (A) cause a member of the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and Restricted Business for an amount equal to the related value determined by such investment banking firm or (B) decline to purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above aresuch Restricted Business, in which event the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group Plains Entity will be extinguishedfree to continue to engage in such Restricted Business.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (athe "NOTICE"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) Not later than 30 calendar days after from the date of acceptance mailing of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase up to such Rights Holder's Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "NONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such exercise, the fair market value it proposes New Securities that he did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "PURCHASING HOLDER") written notice of the purchase. The decision failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder's full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value "OVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or Purchasing Rights Holders, at any time within five (5) days after receiving the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeOverallotment Notice. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities (ain a single transaction or a series of related transactions), it shall give to each Rights Holder written notice of its intention to issue New Securities (the “Participation Notice”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) Not later than 30 calendar days after Business Days from the date of acceptance receipt of any such Participation Notice (the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity “Participation Period”) to cause any Partnership Group Member agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase terms and conditions specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Participation Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so respond in writing within such ten (10) Business Day period, then such Rights Holder shall forfeit the right hereunder to purchase its Pro Rata Share of such exerciseNew Securities, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities. At the expiration of such ten (10) days period, the fair market value Company shall promptly notify each Rights Holder that elects to purchase or acquire all the shares available to it proposes (each, a “Fully Exercising Investor”) of any other Rights Holder’s failure to pay for do likewise. During the Hull 2575 Intereststen (10) day period commencing after the Company has given such notice (the “Extended Participation Period”), and each Fully Exercising Investor may, by giving notice to the other material terms Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the purchase. The decision New Securities for which Rights Holders were entitled to purchase the Hull 2575 Interests, the fair market value to be paid subscribe but that were not subscribed for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If Rights Holders which is equal to the Partnership Group Member proportion that the Ordinary Shares issued and KNOT are unable to agree on the fair market value of the Hull 2575 Interests held, or issuable (directly or indirectly) upon conversion and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisorexercise, as applicable, will have access of Preferred Shares, by such Fully Exercising Investor bears to the proposed sale Ordinary Shares issued and purchase values and terms for the offer submitted by the Partnership Group Member and KNOTheld, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker issuable (directly or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests indirectly) upon conversion and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisorexercise, as applicable, will be divided equally between of the Partnership Group Member and KNOT. Upon receipt of such determinationPreferred Shares then held, the Partnership Group Member will have the option, but not the obligation in by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 7.4 shall occur within the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. later of ninety (c90) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale days of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree date that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 Participation Notice is given and occurring before the date of acquisition initial sale of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted New Securities pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained7.5. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (ai) Not later than 30 calendar days after In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Rights Holder written notice of its intention to issue New Securities (the “Participation Notice”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) Business Days from the date of acceptance receipt of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Participation Notice to cause any Partnership Group Member agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase terms and conditions specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), First Participation Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so respond in writing within such ten (10) Business Day period, then such Rights Holder shall forfeit the right hereunder to purchase its Pro Rata Share of such exerciseNew Securities, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities. At the expiration of such ten (10) day period, the fair market value Company shall promptly notify each Rights Holder that elects to purchase or acquire all the shares available to it proposes (each, a “Fully Exercising Investor”) of any other Rights Holder’s failure to pay for do likewise. During the Hull 2575 Intereststen (10) day period commencing after the Company has given such notice, and each Fully Exercising Investor may, by giving notice to the other material terms Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the purchase. The decision New Securities for which Rights Holders were entitled to purchase the Hull 2575 Interests, the fair market value to be paid subscribe but that were not subscribed for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If Rights Holders which is equal to the Partnership Group Member proportion that the Ordinary Shares issued and KNOT are unable to agree on the fair market value of the Hull 2575 Interests held, or issuable (directly or indirectly) upon conversion and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisorexercise, as applicable, will have access of Preferred Shares, by such Fully Exercising Investor bears to the proposed sale Ordinary Shares issued and purchase values and terms for the offer submitted by the Partnership Group Member and KNOTheld, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker issuable (directly or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests indirectly) upon conversion and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisorexercise, as applicable, will be divided equally between of the Partnership Group Member and KNOT. Upon receipt of such determinationPreferred Shares then held, the Partnership Group Member will have the option, but not the obligation in by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 7.4 shall occur within the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. later of ninety (c90) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale days of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree date that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 Participation Notice is given and occurring before the date of acquisition initial sale of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted New Securities pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained7.5. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Major Investor a written notice of its intention to issue New Securities (athe “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 6.1 hereof. Each Major Investor shall have twenty (20) Not later than 30 calendar days after the date from delivery of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity such Notice to cause any Partnership Group Member agree in writing to purchase such Major Investor’s Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Major Investor’s Pro Rata Share). If any Major Investor fails to so agree in writing within such twenty (20) day period to purchase such Major Investor’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his, her or its Pro Rata Share of such exerciseNew Securities that he, the fair market value she or it proposes did not so agree to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision Company shall promptly notify in writing the Major Investors who did so elect to purchase such Major Investors’ Pro Rata Share of such New Securities (the Hull 2575 Interests, “Participating Major Investors”) and shall offer such Participating Major Investors the fair market value right to be paid for acquire such unsubscribed shares of New Securities. The Participating Major Investors shall have ten (10) days after receipt of such notice to notify the Hull 2575 Interests, and the other terms Company of its election to purchase all or a portion thereof of the unsubscribed shares of such New Securities. In the event that the Participating Major Investors desire, in the aggregate, to purchase in excess of the total number of unsubscribed shares of such New Securities, then the number of unsubscribed shares that each Participating Major Investor may purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree reduced on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madepro rata basis. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (athe "NOTICE"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have twenty (20) Not later than 30 calendar days after from the date of acceptance mailing of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share) and to execute and deliver to the Company such other documentation as may be reasonably required by the Company to demonstrate that such Rights Holder is, at the 136 time of such exerciseoffer of New Securities, an "accredited investor" as defined in Regulation D. If any Rights Holder fails to so agree in writing and to demonstrate such Rights Holder's status as an "accredited investor" within such twenty (20) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "NONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the fair market value it proposes right hereunder to pay for the Hull 2575 Interests, purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities and demonstrated his status as an "accredited investor" (a "PURCHASING HOLDER") written notice of the purchase. The decision failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value "OVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or Purchasing Rights Holders, at any time within ten (10) days after receiving the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeOverallotment Notice. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, the Company shall first offer such New Securities to each Rights Holder and the Founders (as defined in the Series B Purchase Agreement) in accordance with the following provisions: (a) Not later than 30 calendar days after The Company shall give to each Rights Holder and Founder a written notice of its intention to issue New Securities (the date “Notice”), describing the type of acceptance of New Securities and the Hull 2575 by Standard Marine, KNOT shall notify price and the Board and offer general terms upon which the Board the opportunity Company proposes to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to issue such New Securities given in accordance with Section 10.1(a)5.1 hereof. (b) If a Partnership Group Member decides Each Rights Holder shall have twenty (20) days from delivery of such Notice to exercise the option agree in writing to purchase such Rights Holder’s Pro Rata Share of such New Securities for the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), price and upon the general terms specified in the Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such exerciseNew Securities that he, the fair market value she or it proposes did not so agree to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option The Company shall promptly, in writing, inform each Rights Holder that elects to purchase all the Hull 2575 Interests under Section 10.2(b)New Securities available to it (a “Fully-Exercising Holder”) of any other Rights Holder’s failure to do likewise. During the ten (10) day period commencing after such information is given, the applicable parties shall enter into a each Fully-Exercising Holder may elect to purchase and sale agreement for the purchase and sale that portion of the Hull 2575 Interests pursuant New Securities which Nonpurchasing Holders were entitled to which KNOT shall be obligated to sell subscribe but that were not subscribed for by the Hull 2575 Interests Nonpurchasing Holders that is equal to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree proportion that the consideration will be paid by means of equity of the MLP, an interestsuch Fully-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled Exercising Holder’s Pro Rata Share bears to the benefit aggregate Pro Rata Shares of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedall Fully-Exercising Holders. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (athe “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 6.1 hereof. Each Rights Holder shall have ten (10) Not later than 30 calendar days after from the date of acceptance of the Hull 2575 by Standard Marinesuch Notice is effective, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value as determined pursuant to Section 10.1(a). (b) If a Partnership Group Member decides 6.1 hereof based upon the manner or method of notice, to exercise the option agree in writing to purchase such Rights Holder’s Pro Rata Share of such New Securities for the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), price and upon the general terms specified in the Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such exerciseNew Securities that he, the fair market value she or it proposes did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the purchasefailure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Holders, at any time within five (5) days after receiving the Overallotment Notice. The decision rights provided in this Section 3 may be assigned or transferred by any Holder that is a venture capital fund to purchase the Hull 2575 Interestsan affiliated venture capital fund or, the fair market value to be paid for the Hull 2575 Interestsif such Holder is a partnership or limited liability company, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by partners or on behalf retired partners of the Partnership Group Member and KNOT with respect such partnership Holder or to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker members or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt retired members of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madelimited liability company Holder. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not Prior to any issuance of any Preemptive Securities, the Company (directly or through its agent) shall deliver to the Sellers a written notice of any proposed or intended issuance of Preemptive Securities (the “Preemptive Notice”), which Preemptive Notice shall (a) identify and describe the Preemptive Securities proposed or intended to be issued, (b) disclose the number, price names of purchasers and other terms upon which they are to be issued, (c) indicate the procedure for the Sellers to offer to purchase the Sellers’ pro rata portion (determined in accordance with this Section 6.2(a)) of such Preemptive Securities, and (d) include a deadline for the Sellers to deliver a Notice of Acceptance and payment of the purchase price for the Sellers’ pro rata portion of Preemptive Securities to be purchased thereby to the Company, which deadline shall in no event be later than 30 calendar days or earlier than 10 Business Days after receipt by the Sellers of the Preemptive Notice; provided, that such deadline may be later than 30 calendar days after the date of acceptance the Preemptive Notice if (i) MatlinPatterson consents thereto in writing, or (ii) outside legal counsel to the Company provides a written opinion addressed to the Company to the effect that a later deadline is required for the Company to comply with applicable law. For purposes of this Section 6.2, the Hull 2575 Sellers’ pro rata portion of Preemptive Securities shall be determined by Standard Marinemultiplying (x) the number of Preemptive Securities (determined on an as exercised or as converted basis) proposed to be issued by (y) a fraction, KNOT shall notify the Board numerator of which is the aggregate number of issued and offer outstanding shares of Class A common stock then beneficially owned by the Board Sellers, and the opportunity to cause any Partnership Group Member to purchase denominator of which is the Hull 2575 Interests for fair market value pursuant to Section 10.1(a)aggregate number of issued and outstanding shares of Class A common stock. (b) If a Partnership Group Member decides To purchase their pro rata portion of any Preemptive Securities to exercise be issued by the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exerciseCompany, the fair market value it proposes to pay Sellers must deliver a Notice of Acceptance, along with a wire transfer of immediately available funds for the Hull 2575 Interests, and purchase price for such Preemptive Securities to the other material terms of Company (or its agent) in accordance with the purchaseinstructions set forth on the Preemptive Notice prior to the deadline set forth in the Preemptive Notice. The decision Company shall issue to the Sellers that have timely returned a properly completed Notice of Acceptance along with a wire transfer of immediately available funds for the purchase the Hull 2575 Interestsprice, the fair market value to be paid for applicable number of Preemptive Securities in accordance with the Hull 2575 Interests, and terms set forth in the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madePreemptive Notice. (c) If a Partnership Group Member chooses to exercise its option to In the event that the Company complies with the procedures set forth in this Section 6.2 and the Sellers do not purchase all of their pro rata portion of the Hull 2575 Interests under Section 10.2(b)Preemptive Securities, the applicable parties Company shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests have 180 calendar days from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition the deadline set forth in the applicable Preemptive Notice to issue or sell all or any part of the Hull 2575 Interests Preemptive Securities as to which a Notice of Acceptance has not timely been given by the Partnership Group Member; provided, however, that Sellers to any other purchaser or purchasers (including MatlinPatterson or its Affiliates) upon the remaining term of any such indemnification with respect terms and conditions (including the per share price) which are not more favorable to the Hull 2575 shall be deemed to be purchaser than those set forth in the Preemptive Notice. Any Preemptive Securities not less than three years from the closing date of the acquisition of the Hull 2575 Interests acquired by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title Sellers or any other purchaser or purchasers prior to the Hull 2575 Interests and any other such matters as date that is 180 calendar days after the Partnership Group Member deadline set forth in the applicable Preemptive Notice may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant issued until they are again offered to the Partnership Group Member Sellers under the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is procedures specified in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained6. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities (a) Not later than 30 in a single transaction or a series of related transactions), it shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the "Participation Notice"), describing the amount and the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. The Participation Rights Holders shall have 20 calendar days after days, from the date (the "Dispatch Date") that is the latest date of acceptance receipt of the Hull 2575 Participation Notice by Standard Marineany of the Series A Preferred Holders, KNOT shall notify the Board and offer the Board the opportunity i-Hatch, or General Atlantic, to cause any Partnership Group Member agree in writing to purchase the Hull 2575 Interests Participation Rights Holders' Pro Rata Share of such New Securities for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase price and upon the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), terms and conditions specified in the Participation Notice by giving written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, Company and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: stating therein (i) the Partnership Group Member will deliver a cash purchase price quantity of New Securities to be purchased (unless not to exceed the Partnership Group Member Participation Rights Holder's Pro Rata Share), and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) such additional quantity of New Securities the Partnership Group will Participation Rights Holder desires to purchase should any other Participation Rights Holder fail to elect to purchase its entire Pro Rata Share. If a Participation Rights Holder fails to so agree in writing within such 20 calendar days to purchase such Participation Rights Holder's full Pro Rata Share of an offering of New Securities, then the Participation Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase and such forfeiting Participation Rights Holder's Pro Rata Share (or portion thereof) may instead be entitled subscribed for by the other Participation Rights Holders that elected to subscribe for amounts in excess of their Pro Rata Share (such forfeited amount to be divided among them in accordance with their relative Pro Rata Shares up to the benefit amount for which they indicated a willingness to oversubscribe). Each Participation Rights Holder shall purchase the portion it has elected concurrently with the closing of the indemnification contained in Article XIII transaction triggering the Right of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedParticipation. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (athe “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 5.1 hereof. Each Rights Holder shall have twenty (20) Not later than 30 calendar days after from the date of acceptance of the Hull 2575 by Standard Marinesuch Notice is effective, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value as determined pursuant to Section 10.1(a). (b) If a Partnership Group Member decides 5.1 hereof based upon the manner or method of notice, to exercise the option agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such New Securities for the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), price and upon the general terms specified in the Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights ▇▇▇▇▇▇’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20)-day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Non-Full Purchasing Holder”), then such Non- Full Purchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such exerciseNew Securities that he, the fair market value she or it proposes did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Full Purchasing Holder”) written notice of the purchasefailure of any Non-Full Purchasing Holder to purchase such Non-Full Purchasing Rights Holder’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Full Purchasing Holder, other than a Series H Preferred Stockholder (as defined in the Restated Certificate), shall have a right of overallotment such that such Full Purchasing Holder may agree to purchase a portion of the Non-Full Purchasing Holders’ unpurchased Pro Rata Share of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice. The decision rights provided in this Section 3 may be assigned or transferred by any Holder that is an investment fund to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days any of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the affiliates, including any affiliated investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madefunds. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not To the extent that the Pledgor at any time or from time to time owns, acquires or obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of any action by the Pledgor) be pledged pursuant to Section 3.1 of this Agreement and, in addition thereto, the Pledgor shall (to the extent provided below) take the following actions as set forth below within 10 Business Days after any senior or financial officer of the Pledgor or any of its material Subsidiaries obtains knowledge of the acquisition of any right, title or interest in any Collateral (and in any event no later than 30 calendar 90 days after the date of acceptance on which any such right, title or interest in such Collateral was acquired) for the benefit of the Hull 2575 by Standard MarinePledgee and the other Secured Creditors: (i) with respect to a Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, KNOT Participants Trust Company or The Depository Trust Company), the Pledgor shall promptly notify the Board Pledgee thereof and offer shall promptly take (x) all actions required (i) to comply with the Board applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the opportunity security interest of the Pledgee under applicable law (including, in any event, under Sections 9-314(a) and (b), 9-106 and 8-106(d) of the UCC) and (y) such other actions as the Pledgee reasonably deems necessary or desirable to effect the foregoing; (ii) with respect to a Limited Liability Company Interest (other than a Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Limited Liability Company Interest is represented by a certificate, the Pledgor shall physically deliver such certificate to the Pledgee, endorsed to the Pledgee or endorsed in blank and (2) if such Limited Liability Company Interest is not represented by a certificate, the Pledgor shall cause any Partnership Group Member the issuer of such Limited Liability Company Interest to purchase duly authorize and execute, and deliver to the Hull 2575 Interests Pledgee, an agreement for fair market value the benefit of the Pledgee and the Secured Creditors substantially in the form of Annex C hereto (appropriately completed to the reasonable satisfaction of the Pledgee and with such modifications, if any, as shall be reasonably satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Limited Liability Company Interest originated by any other Person other than a court of competent jurisdiction (provided that the Pledgee agrees with the Pledgor which executes any such agreement that it shall not give any instructions to any issuer pursuant to any such agreement except upon the instruction of the Pledgor unless an Event of Default has occurred and is continuing); and (iii) with respect to cash proceeds from any of the Collateral described in Section 10.1(a)3.1 hereof, (i) establishment by the Pledgee of a cash account in the name of the Pledgor over which the Pledgee shall have “control” within the meaning of the UCC and (ii) upon the occurrence and during the continuance of an Event of Default, no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee and deposit of such cash in such cash account. (b) If a Partnership Group Member decides In addition to exercise the option actions required to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice be taken pursuant to Section 10.2(a), written notice to KNOT of such exercise3.2(a) hereof, the fair market value it proposes to pay for Pledgor shall take the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT following additional actions with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the followingCollateral: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity with respect to all Collateral of the MLPPledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, an interest-bearing promissory note or under the laws of any relevant State other form than the State of considerationNew York);, the Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that “control” of such Collateral is obtained and at all times held by the Pledgee; and (ii) the Partnership Group will Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, covering all Collateral hereunder (with the form of such financing statements to be entitled satisfactory to the benefit Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee’s security interest in all Collateral which can be perfected by the filing of such financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation relevant States, including, without limitation, Section 9-312(a) of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iiiUCC) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, is so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedperfected. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (ai) Not later than 30 calendar days after If Company proposes to issue and sell New Securities pursuant to a bona fide written offer by one or more persons to subscribe for or purchase such New Securities, it shall give written notice to Cisco stating that it intends to accept such offer and issue and sell such New Securities (the date of acceptance “Notice”). The Notice shall set forth (A) a description of the Hull 2575 by Standard MarineNew Securities, KNOT shall notify (B) the Board number or amount of New Securities to be issued and offer sold, (C) the Board cash price or other consideration for the opportunity New Securities and other terms and conditions upon which the Company proposes to cause any Partnership Group Member issue and sell such New Securities, (D) the name and address of each person that has offered to subscribe for or purchase such New Securities and (E) the number or amount of New Securities that Dell has elected to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a5.6 of the Purchase Agreement (the number of New Securities to be issued and sold following the exercise or non-exercise, in whole or in part, of Dell’s right of first offer under Section 5.6 of the Dell SPA, the “Remaining New Securities”). Cisco shall have 10 days from the receipt of such Notice to agree to purchase all or any portion of such Remaining New Securities for the price and upon the terms and conditions specified in the Notice by giving written notice to the Company and stating in such notice the number or amount of Remaining New Securities to be purchased at the price and on the terms and conditions set forth in the Notice (the “Purchase”). (bii) If a Partnership Group Member decides Promptly following any such agreement by Cisco, Company and Cisco will proceed to exercise prepare and file with the option appropriate Governmental Authorities all Consents that are necessary in order to purchase consummate the Hull 2575 Intereststransactions contemplated by the Purchase and will diligently and expeditiously prosecute, it and will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT cooperate fully with each other in the prosecution of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madematters. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations Within 10 days after Cisco has obtained from each Governmental Authority all Consents, if any, necessary to consummate the transactions contemplated by the Purchase, including such Consents as may be required under the HSR Act, Cisco and warranties with respect to title to the Hull 2575 Interests and any other such matters as Company shall consummate the Partnership Group Member may approve, which approval will not Purchase. Payment shall be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable made by Cisco at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections closing of the Hull 2575 Purchase by wire transfer of immediately available funds and upon delivery of such purchase price, Company shall issue certificate(s) evidencing such Remaining New Securities to or as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtaineddirected by Cisco. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. With respect to any offer, sale or other disposition of this Warrant or any Warrant Shares prior to registration of such Warrant or Warrant Shares, the Holder agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidence, reasonably satisfactory to the Company (awhich shall include such representation of the transferee regarding investment intent as the Company may request, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect) Not of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or such Warrant Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law. Upon receiving such written notice and reasonably satisfactory evidence, the Company, as promptly as practicable, but no later than 30 calendar seven (7) days after the date of acceptance receipt of the Hull 2575 by Standard Marinewritten notice, KNOT shall notify the Board and offer Holder that the Board Holder may sell or otherwise dispose of this Warrant or such Warrant Shares, all in accordance with the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision notice delivered to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts CommitteeCompany. If the Partnership Group Member and KNOT are unable Company determines that the evidence is not reasonably satisfactory to agree on the fair market value of the Hull 2575 Interests and/or the other material termsCompany, the Partnership Group Member Company shall so notify the Holder promptly with details thereof after such determination has been made. Notwithstanding the foregoing, any shares of Common Stock issued upon exercise of this Warrant may be offered, sold or otherwise disposed of in accordance with Rule 144 under the Act and KNOT in compliance with the applicable statutory resale restrictions imposed by state securities laws, provided that the Company shall engage have been furnished with such information as the Company may reasonably request to provide a mutually-agreed-upon investment banking firm, ship broker reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state securities laws have been satisfied. Each certificate representing this Warrant or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, Warrant Shares thus transferred shall bear a legend as applicable, will have access to the proposed sale and purchase values and terms applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an opinion of counsel for the offer submitted by the Partnership Group Member and KNOTHolder, respectively, and such legend is not required in order to all information prepared by or on behalf of the Partnership Group Member and KNOT ensure compliance with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determinationlaws. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of Company may issue stop transfer instructions to its transfer agent in connection with such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been maderestrictions. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not later than 30 calendar days after the date of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Golar Freeze Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), provide written notice to KNOT Golar LNG of such exercise, the fair market value it proposes to pay for the Hull 2575 Golar Freeze Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Golar Freeze Interests, the fair market value to be paid for the Hull 2575 Golar Freeze Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT Golar LNG are unable to agree on the fair market value of the Hull 2575 Golar Freeze Interests and/or the other material terms, the Partnership Group Member and KNOT Golar LNG shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Golar Freeze Interests and/or the other material terms on which the Partnership Group Member and KNOT ▇▇▇▇▇ ▇▇▇ are unable to agree. In determining the fair market value of the Hull 2575 Golar Freeze Interests and/or the other material terms on which the Hull 2575 Golar Freeze Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOTGolar LNG, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT Golar LNG with respect to the Hull 2575 Golar Freeze Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Golar Freeze Interests and/or the other terms on which the Partnership Group Member and KNOT Golar LNG are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT Golar LNG its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOTGolar LNG. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Golar Freeze Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (cb) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Golar Freeze Interests under Section 10.2(b6.2(a), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Golar Freeze Interests pursuant to which KNOT Golar LNG shall be obligated to sell the Hull 2575 Golar Freeze Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Golar Freeze Interests from KNOTGolar LNG. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT Golar LNG agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII VIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 Golar Freeze and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Golar Freeze Interests by the Partnership Group Member; (iii) KNOT Golar LNG will provide customary representations and warranties with respect to title to the Hull 2575 Golar Freeze Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT Golar LNG will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 Golar Freeze as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 Golar Freeze or interfere with the activities of the KNOT Golar LNG Entities or Standard Marine DUSUP thereon and so long as the Partnership Group Member has furnished KNOT Golar LNG with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 Golar Freeze under this Article X VI and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iiiiv) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT Golar LNG nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 Golar Freeze if any of the consents referred to in Section 10.1(b6.1(b) above have not been obtained. (dc) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests Golar Freeze at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b6.2(a), all future rights to purchase the Hull 2575 Golar Freeze Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake ---------- an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (athe "Notice"), describing the ------ type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have twenty (20) Not later than 30 calendar days after from the date of acceptance mailing of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall -------------------- forfeit the right hereunder to purchase that part of his Pro Rata Share of such exerciseNew Securities that it did not so agree to purchase. Each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") shall have a right of over-allotment such ----------------- that such Purchasing Holder may purchase, the fair market value it proposes to pay for the Hull 2575 Interestson a pro rata basis, and the other material terms such portion of the New Securities which any Nonpurchasing Holder elected not to purchase. The decision Company shall take all such action as may be required by any regulatory authority in connection with the exercise by a Purchasing Holder of the right to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, New Securities as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation set forth in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under this Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member3; provided, however, that -------- ------- the remaining term of any such indemnification with respect to the Hull 2575 Company shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant required in connection therewith or as a condition thereto to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, qualify to make do business or to file a general consent to service of process in any state or jurisdiction where it is not so qualified or where it has not made such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtaineda filing. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Investor written notice of its intention to issue New Securities (athe "NOTICE"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Investor shall have ten (10) Not later than 30 calendar days after from the date of acceptance mailing of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase such Investor's Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value New Securities to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committeepurchased (not to exceed such Investor's Pro Rata Share). If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access A written notice to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses Company indicating an Investor's intention to exercise its option right of first refusal shall not be binding upon such Investor unless and until the Company obtains binding commitments to purchase all of the Hull 2575 Interests under Section 10.2(bNew Securities specified in the Notice on the terms stated in the Notice. If any Investor fails to so agree in writing within such ten (10) day period to purchase such Investor's full Pro Rata Share of an offering of New Securities (a "NONPURCHASING INVESTOR"), then such Nonpurchasing Investor shall forfeit the applicable parties shall enter into a right hereunder to purchase that part of its Pro Rata Share of such New Securities that he did not so agree to purchase and sale agreement for the Company shall promptly give each Investor who has timely agreed to purchase and sale his full Pro Rata Share of such offering of New Securities (a "PURCHASING INVESTOR") written notice of the Hull 2575 Interests pursuant failure of any Nonpurchasing Investor to which KNOT purchase such Nonpurchasing Investor's full Pro Rata Share of such offering of New Securities (the "OVERALLOTMENT NOTICE"). Each Purchasing Investor shall be obligated have a right of overallotment such that such Purchasing Investor may agree to sell purchase a portion of the Hull 2575 Interests Nonpurchasing Investors' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms relative Pro Rata Shares of the purchase and sale agreement will include Purchasing Investors, at any time within five (5) days after receiving the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedOverallotment Notice. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (athe “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 6.1 hereof. Each Rights Holder shall have ten (10) Not later than 30 calendar business days after from the date of acceptance of the Hull 2575 by Standard Marinesuch Notice is effective, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value as determined pursuant to Section 10.1(a). (b) If a Partnership Group Member decides 6.1 hereof based upon the manner or method of notice, to exercise the option agree in writing to purchase such Rights Holder’s Pro Rata Share of such New Securities for the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), price and upon the general terms specified in the Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) business-day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of such exerciseRights Holder’s Pro Rata Share of such New Securities that he, the fair market value she or it proposes did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase such Rights Holder’s full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the purchase. The decision failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder’s full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or Purchasing Rights Holders, at any time within five (5) business days after receiving the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeOverallotment Notice. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have twenty (20) days from the date of mailing of any such Notice to elect in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so elect in writing within such twenty (20) day period to purchase such Rights Holder's full Pro Rata Share of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely elected to purchase his full Pro Rata Share of such New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within ten (10) days after receiving the Overallotment Notice. If any Rights Holder notifies the Company of its election to purchase such New Securities within such time period, a closing with respect to such purchase shall be held at the principal office of the Company (or at such other place as may be agreed upon by the Company and the Rights Holder) on a date and at a time which are mutually agreeable to the Company and such Rights Holder, but in no event later than the later to occur of (a) Not later than 30 calendar sixty (60) days after receipt by the Company of such notice of the Rights Holder's election and (b) ten (10) days after the date of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT any governmental consent or approval necessary for the consummation of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madetransaction. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not Subject to at least 14 days prior written notice from the relevant Purchaser stating that any Tax Loss has been or is to be paid or suffered by that Purchaser or any Company or Subsidiary and the amount thereof and of the covenanted payment requested, and for the avoidance of doubt, a failure to give notice within the period set out above shall not cause any claim to fail. Any payment to be made by Sellers pursuant to Section 9.5 shall be made to the relevant Purchaser not later than 30 calendar 5 days prior to the date upon which the Tax (or costs and expenses) is due and payable or where no Tax becomes payable as a result of the loss, reduction or set off of any Tax Asset (i) which is a Tax Asset shown as an asset in the Effective Date Financial Statements seven days after notice given by the relevant Purchaser to the effect that the Tax Asset would reasonably have been expected to have been paid in cash or set-off against payment of a Tax Liability; (ii) which is a Tax Asset arising after the Effective Date seven days after the date of acceptance auditors for the time being shall have certified in writing that the Tax Asset would have been used to offset a Tax Liability of the Hull 2575 by Standard Marinerelevant Purchaser, KNOT shall notify the Board and offer relevant Companies or relevant Subsidiaries but for the Board loss or set off of the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a)Tax Asset. (b) If If, after the relevant Closing Date, any Taxing Authority informs Sellers, on the one hand, or any of the Purchasers, the Companies, or Subsidiaries on the other, of any proposed audit, claim, assessment or other dispute concerning Tax with respect to which Sellers may incur a Partnership Group Member decides liability hereunder, then the Sellers shall inform the relevant Purchaser or the relevant Purchaser shall as soon as practicable (and in any event within 30 days) inform the Sellers, as the case may be, of such matter. Sellers shall not have any obligation to make a payment to a relevant Purchaser under Section 9.5 if such Purchaser shall have failed to timely notify Sellers concerning an audit, claim, assessment or other dispute which failure has a material adverse effect on the Sellers' ability to exercise its rights under this Section 9.7 (b) and Section 8.4 except to the option extent that the Purchasers 107 107 can show that the liability would have arisen even if the Sellers had been able to purchase exercise such rights and in the Hull 2575 Interestsevent that the Parties dispute whether or not the liability, it will provideor the extent to which the liability, within 24 months of receipt of notice pursuant would have arisen but for the failure to Section 10.2(a), written notice to KNOT of such exercisenotify, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase dispute resolution procedures in Section 3.4 shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor apply to determine the fair market value matters. Except to the extent contrary to or inconsistent with this Section 9.7 (b) the provisions of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member Section 8.4 shall apply to this section and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be soldsubject thereto, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, relevant Purchaser shall as soon as commercially practicable after determinations have been madeand, at the Sellers expense (i) give, and shall cause the Companies or Subsidiaries to give the relevant Sellers the opportunity to participate in any audits, disputes, administrative, judicial or other proceedings related to Tax for which the Sellers may be liable hereunder and (ii) allow the Sellers to challenge and litigate, or cause the Companies or Subsidiaries to challenge and litigate, any such audit, claim, assessment or other dispute at their discretion provided that Sellers shall give reasonable consideration to comments and suggestions made by the relevant Purchaser regarding the handling of such contest and provided further that Sellers shall not settle any such audit, claim, assessment or other dispute in a manner which is unduly prejudicial to such relevant Purchaser. (c) If Any payments made hereunder to a Partnership Group Member chooses Purchaser shall take effect as a reduction in the Final Share Purchase Price provided for in Section 2.3 and any payments made hereunder to exercise its option to purchase the Hull 2575 Interests under Sellers shall take effect as an increase in the Purchase Price. (d) For the purposes of this Section 10.2(b)9, in the case of any Tax period which begins before and ends after the Effective Date, the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 Effective Date shall be deemed to be not less than three years from the closing date end of the acquisition of the Hull 2575 Interests by the Partnership Group Member;a Tax period. (iiie) KNOT will provide customary representations and warranties with respect to title to For the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections purposes of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are9, in the reasonable opinion case of any Tax period which begins before and ends after the Partnership GroupClosing Date, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member Closing Date shall have any obligation be deemed to sell or buy be the Hull 2575 if any end of the consents referred to in Section 10.1(b) above have not been obtaineda Tax period. (df) If The parties agree that for US federal income tax purposes, the income of the Companies and the Subsidiaries which are included in a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase US consolidated Tax Return shall be determined based on a closing of the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.books method in accordance with Treasury Regulation 1.1502-76. 108 108

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Owner written notice of its intention to issue New Securities (a) Not later than 30 calendar the “Rights Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Owner shall have 15 days after from the date of acceptance receipt of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Rights Notice to cause any Partnership Group Member agree in writing to purchase up to such Owner’s Pro Rata Share of such New Securities in cash for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Rights Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Owner’s Pro Rata Share). If any Owner fails to so agree in writing within such 15-day period to purchase such Owner’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such exercise, the fair market value it proposes New Securities that he did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Owner who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the purchase. The decision failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder’s full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or Purchasing Holders, at any time within 15 days after receiving the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeOverallotment Notice. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities (ain a single transaction or a series of related transactions), it shall give to each Refusal Rights Holder written notice of its intention to issue New Securities (the “Participation Notice”), describing the amount and the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Refusal Rights Holder shall have fifteen (15) Not later than 30 calendar business days after from the date of acceptance receipt of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Participation Notice to cause any Partnership Group Member agree in writing to purchase such Refusal Rights Holder’s Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase terms and conditions specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Participation Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Refusal Rights Holder’s Pro Rata Share). If any Refusal Rights Holder fails to so agree in writing within such fifteen (15) business day period to purchase such Refusal Rights Holder’s full Pro Rata Share of an offering of New Securities, then such Refusal Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such exerciseNew Securities that it did not so agree to purchase and, if there are any additional Refusal Rights Holders, the fair market value it proposes to pay for additional Refusal Rights Holders may purchase such holder’s Pro Rata Share. Such Refusal Rights Holder shall purchase the Hull 2575 Interests, and portion elected by such Refusal Rights Holder concurrently with the other material terms closing of the purchase. The decision to purchase transaction triggering the Hull 2575 InterestsRight of First Refusal or, in the fair market value event all of the New Securities are being purchased by Refusal Right Purchasers, at a Closing to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree held on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree any mutually agreeable date within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedParticipation Notice. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake ---------- an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (athe "Notice"), describing the ------ type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have twenty (20) Not later than 30 calendar days after from the date of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity on which any such Notice was given to cause any Partnership Group Member agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall -------------------- forfeit the right hereunder to purchase that part of such exercise, the fair market value it proposes Nonpurchasing Holder's Pro Rata Share of such New Securities that such Nonpurchasing Holder did not so agree to pay for the Hull 2575 Interests, purchase; and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase such Rights Holder's full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the purchase. The decision failure ----------------- of any Nonpurchasing Holder to purchase such Nonpurchasing Holder's full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value "Overallotment Notice"). -------------------- Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or Purchasing Holders, at any time within five (5) days after receiving the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeOverallotment Notice. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (ai) Not later than 30 calendar Pursuant to Section 3.02 of the Lease, so long as no Default, Event of Default, Non-Performance Event or Environmental Trigger shall have occurred and be continuing at the time the Lessee delivers the Extension Request and such request is timely made pursuant to Section 3.02 of the Lease, the Lessee may request that the Lessor, the Agent and the Holders extend the Lease and the related financing by the Holders for the Extension Term (such request by the Lessee is herein called the "Extension Request"). Each Holder shall have thirty (30) days after from receipt of such request to inform the Agent whether such Holder, in its sole and absolute discretion, agrees to the Extension Request. Failure of any such Holder to indicate its acceptance or rejection by such time shall be deemed to constitute such Holder's rejection thereof. If any Holder (a "Non-Accepting Holder") rejects (or is deemed to have rejected) the Extension Term, the Agent, at the request of the Lessee, shall have the right to cause such Non-Accepting Holder to transfer its interests under the Operative Documents to any other Holder that has agreed to the Extension Term or to a replacement Holder which would be an Eligible Assignee hereunder. Existing Holders shall be offered the right, but shall not be required, to acquire a pro rata share of the Non-Accepting Holders' interests. Any such transfer shall be made pursuant to an Assignment and Assumption executed by the Non-Accepting Holder and the Assignee. The date of transfer shall be the then-existing Maturity Date. If any Holder rejects the Extension Request and the Agent has been unable to locate a transferee of such Holder's or Holders' interests under the Operative Documents at least one hundred twenty (120) days prior to the then-existing Maturity Date, the date of acceptance of the Hull 2575 by Standard Marine, KNOT Maturity Date shall notify not be Participation Agreement Proprietary & Confidential extended or changed and the Board and offer the Board the opportunity Lessee shall be deemed to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise have elected the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, Lessor's interest in the fair market value it proposes to pay for Properties under the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeLease. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) If the Partnership Group will Lessee shall have made the Extension Request and at any time during the sixty (60) day period ending on the commencement date of the Extension Term, an Event of Default shall have occurred, then the Lessee's rights under this Section shall automatically terminate and the Lessee shall not be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedrequested Extension Term. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not later than 30 calendar days after Prior to the date consummation of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant transaction subject to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise6.01 hereof, the fair market value it Person or group of Persons that proposes to pay for acquire Units in a Tag-Along Sale (the Hull 2575 Interests"PROPOSED PURCHASER") shall make a written offer to the Holders (the "TAG-ALONG PURCHASE OFFER") which offer shall describe in reasonable detail the Securities proposed to be purchased, the price to be paid and the all other material terms of the purchaseTag-Along Sale. The decision to purchase Holders shall have 15 days after the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms making of the purchase Tag-Along Purchase Offer in which to accept the Tag-Along Purchase Offer. If any Holder accepts the Tag Along Purchase Offer ("PARTICIPATING HOLDER"), such Participating Holder shall be approved by entitled to sell in the Conflicts Committee. If Tag-Along Sale a number of Units and Warrant Units (including Warrant Units issuable upon the Partnership Group Member and KNOT are unable to agree on the fair market value exercise of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access Warrants) equal to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf product of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver quotient determined by dividing (x) the number of Units and Warrant Units owned by such Participating Holder (including Warrant Units issuable upon the exercise of Warrants) BY (y) the aggregate number of Units (on a cash purchase price (unless Fully Diluted Basis) owned by the Partnership Group Charter Member and KNOT agree that the consideration will be paid by means of equity of the MLPall Participating Holders, an interest-bearing promissory note or other form of consideration); and (ii) the Partnership Group will aggregate number of Units and Warrants proposed to be purchased by the Proposed Purchaser in the Tag-Along Sale; PROVIDED that if the Tag-Along Sale would cause a Change of Control, then the Participating Holders shall be entitled to sell 100% of their respective Units and Warrant Units (but not exceeding the benefit aggregate amount of Units proposed to be acquired in the indemnification contained in Article XIII of this Agreement for Tag-Along Sale). The Tag-Along Purchase Offer shall be at the remaining term of such indemnification with respect to events or same price and on the same terms and conditions associated with as the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests offer by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect Proposed Purchaser to the Hull 2575 Charter Member, except that no Participating Holder shall be deemed required to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary make representations and warranties to or agreements with respect to title to the Hull 2575 Interests Proposed Purchaser other than representations, warranties and any other agreements regarding such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk Participating Holder and expense, to make such surveys, tests and inspections its ownership of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right Securities to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, be sold in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedTag-Along Sale. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not The purchase and sale of the Securities pursuant to a Put Right shall be consummated on a date selected by the Charter Member upon at least 5 Business Days' prior written notice to the Holders, which date in no event shall be later than 30 calendar the date 180 days after the Put Notice Date (the "PUT CLOSING DATE"), PROVIDED that if on the Put Closing Date the Fair Market Value shall not have been determined, the Put Closing Date shall be the date of acceptance 5 Business Day's after the date on which the Fair Market Value shall have been determined. On the Put Closing Date, the Charter Member shall purchase from each Holder, and each Holder shall sell to the Charter Member, all of the Hull 2575 Securities owned by Standard Marinesuch Holder: (i) in the case of each Unit and Warrant Unit so purchased, KNOT at a purchase price equal to the Price Per Unit as of the Put Notice Date; and (ii) in the case of any Warrants owned by such Holder, at a purchase price (which shall notify not be less than zero) equal to (A) the Board product of (1) the Price Per Unit as of the Put Notice Date and offer (2) the Board Unit Exercisable Amount for such Holder as of the opportunity Put Notice Date, MINUS (B) an amount equal to cause any Partnership Group the aggregate Exercise Price as of the Put Notice Date for such Unit Exercisable Amount. Payment of the purchase price for the Securities so purchased by the Charter Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a)shall be made by wire transfer in immediately available funds. (b) If a Partnership Group the Charter Member decides to exercise the option to shall not purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms some or all of the purchase. The decision Securities as required and in accordance with this Section 4 for any reason, then the Price Per Unit with respect to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms such unpurchased Securities shall become an accruing liability of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Charter Member and KNOT are unable to agree with interest thereon commencing on the fair market value of Put Closing Date through the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms date on which the Partnership Group related Securities are purchased by the Charter Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access at a rate per annum equal to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOTPrime Rate PLUS 2%, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madecompounded quarterly. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests The calculations under this Section 10.2(b)4, the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification than with respect to the Hull 2575 determination of Fair Market Value, shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests made by the Partnership Group Member; (iii) KNOT will provide customary representations Issuer in good faith and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the a commercially reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedmanner. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (athe "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) Not later than 30 calendar business days after from the date of acceptance mailing of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) business day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such exercise, the fair market value it proposes New 51 Securities that he did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the purchase. The decision failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or Purchasing Rights Holders, at any time within five (5) business days after receiving the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeOverallotment Notice. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (athe “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have twenty (20) Not later than 30 calendar days after from the date of acceptance mailing of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase such Rights Holder’s Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such exercise, the fair market value it proposes New Securities that he did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the purchase. The decision failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder’s full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or Purchasing Rights Holders, at any time within five (5) days after receiving the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeOverallotment Notice. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (athe “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 6.1 hereof. Each Rights Holder shall have twenty (20) Not later than 30 calendar days after from the date of acceptance of the Hull 2575 by Standard Marinesuch Notice is effective, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value as determined pursuant to Section 10.1(a). 6.1 hereof based upon the manner or method of notice, to agree in writing to (bi) If a Partnership Group Member decides to exercise purchase such Rights Holder’s Pro Rata Share of such New Securities for the option to purchase price and upon the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), general terms specified in the Notice by giving written notice to KNOT the Company and stating therein the quantity of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value New Securities to be paid for the Hull 2575 Interests, purchased (not to exceed such Rights Holder’s Pro Rata Share) and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) if electing to purchase such Pro Rata Shares of New Securities, such Rights Holder’s intention to purchase any shares pursuant to any rights to overallotment (as described below). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the Partnership Group will be entitled right hereunder to purchase that part of his Pro Rata Share of such New Securities (and shall forfeit any right to overallotment) that he, she or it did not so agree to purchase. Each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) shall also have a right of overallotment such that such Purchasing Holder may purchase a portion of any Nonpurchasing Holder’s unpurchased Pro Rata Share of such offering of New Securities on a pro rata basis according to the benefit relative Pro Rata Shares of the indemnification contained in Article XIII of this Agreement for Purchasing Rights Holders. If a Purchasing Holder elects to exercise his overallotment rights, he shall so agree within the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before same 20-day period from the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance Notice is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedeffective. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities , it shall first give to each Rights Holder written notice of its intention to issue New Securities (athe “Notice”), describing the type of New Securities proposed to be issued and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have twenty (20) Not later than 30 calendar days after from the date of acceptance deemed delivery under Section 6.1 of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such exercise, the fair market value it proposes New Securities that such Holder did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase such Rights Holder’s full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the purchase. The decision failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder’s full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering of New Securities on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or the other material termsPurchasing Holders, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value at any time within five (5) days after deemed delivery under Section 6.1 of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeOverallotment Notice. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (ai) Not later than 30 calendar Each director of the Company shall hold office for a term expiring at the next annual meeting of stockholders. Any vacancy caused by the death or resignation of a Preferred Director may be filled only by the holders of Preferred Stock entitled to vote for such Preferred Director. A special meeting of the holders of the Preferred Stock entitled to vote with respect to filling the vacancy shall be called and held as promptly as practicable after any such death or resignation at the direction of a majority of the board of directors, and in any event shall be called within ten days, to be held within 15 days, after receipt of a written request by the holders of record of at least 50% of the then outstanding shares of Preferred Stock so entitled to vote. In connection with any special meeting to be held for the purpose of electing a Preferred Director to fill a vacancy, only such holders of the Preferred Stock entitled to vote for such Preferred Director shall be notified and be permitted to participate at such meeting. If any special meeting of the holders of Preferred Stock required to be called for the election of directors pursuant to this section 6(c) shall not have been called within ten days after the date of acceptance request therefor has been made upon the secretary of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exerciseCompany, the fair market value it proposes holders of record of at least 50% of the then outstanding shares of the Preferred Stock so entitled to pay for vote may designate in writing one of their number to call the Hull 2575 Interestsmeeting, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to meeting may be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved called by the Conflicts Committeeperson so designated upon notice in accordance with the notice required for annual meetings of stockholders. If the Partnership Group Member and KNOT are unable to agree on the fair market value Any holder of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shares of Preferred Stock so designated shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms stock record books of the Company for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf purpose of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determinationso calling a special meeting. The fees and Company shall pay the reasonable expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member calling and KNOT. Upon receipt of holding any such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been mademeeting. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) Any special meeting of the Partnership Group will holders of shares of Preferred Stock to vote for the election of directors pursuant to this section 6(c) shall be held in the city in which the next preceding annual meeting of stockholders of the Company was held. At a special or annual meeting for the election of directors by the holders of shares of Preferred Stock, the presence in person or by proxy of the holders of 50% of the outstanding shares of Preferred Stock entitled to vote thereon shall constitute a quorum. In connection with any special meeting to be held for the benefit purpose of electing a Preferred Director to fill a vacancy, only such holders of the indemnification contained Preferred Stock entitled to vote for such Preferred Director shall be notified and be permitted to participate at such meeting. A majority of the holders of the shares of Preferred Stock entitled to vote thereon present in Article XIII of this Agreement person or by proxy shall have the power to adjourn the meeting for the remaining term purpose of such indemnification with respect election, from time to events or conditions associated with time without notice, other than announcement at the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; providedmeeting, however, that the remaining term of any such indemnification with respect to the Hull 2575 until a quorum shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member;present. (iii) KNOT will provide customary representations In connection with any vote for the Preferred Directors, each holder of Preferred Stock entitled to vote thereon as provided herein shall be entitled to one vote per share, and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections nominees receiving a plurality of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right votes entitled to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member be cast shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedbe elected. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. If the Company proposes to undertake an issuance of New Securities, it shall give written notice to each Rights Holder of its intention to issue New Securities (a) Not later than 30 calendar the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have thirty days after from the date of acceptance mailing of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase such Rights Holder’s Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value New Securities to be paid for purchased (not to exceed such Rights Holder’s Pro Rata Share). Notwithstanding the Hull 2575 Intereststerms set forth in the Notice, and the other terms of the purchase each Rights Holder shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation pay cash for New Securities offered in the Notice. If any Rights Holder fails to so agree in writing within such ten day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the Hull 2575 under this Article X right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase and the related Company shall promptly give each Rights Holder (if any) who has timely agreed to purchase and sale agreement if its full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the results failure of any searches, surveys, tests or inspections conducted pursuant Nonpurchasing Holder to paragraph unpurchase such Nonpurchasing Rights Holder’s full Pro Rata Share of such offering of New Securities (iii) above are, in the reasonable opinion “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor Nonpurchasing Holder’s unpurchased Pro Rata Share of such offering on a pro rata basis according to the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any relative Pro Rata Shares of the consents referred to in Section 10.1(b) above have not been obtainedPurchasing Rights Holders at any time within five days after receiving the Overallotment Notice. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not later than 30 calendar days after Prior to a Public Offering, each time the date of acceptance of Company proposes to issue and sell any Shares, the Hull 2575 by Standard Marine, KNOT Company shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT first make an offering of such exercise, Shares to each Qualified Stockholder in accordance with the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the followingfollowing provisions: (i) the Partnership Group Member will The Company shall deliver a cash purchase notice by certified mail (a “Preemptive Right Notice”) to the Qualified Stockholders stating (A) its bona fide intention to offer such Shares, (B) the number of such Shares to be offered and (C) the price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLPmaterial terms, an interest-bearing promissory note or other form of consideration);if any, upon which it proposes to offer such Shares. (ii) Within 15 days after delivery of the Partnership Group will Preemptive Right Notice, each Qualified Stockholder may elect to purchase or obtain, at the price and on the terms specified in the Preemptive Right Notice, up to that portion of such Shares that equals the proportion that the number of shares of Common Stock issued and held by such Qualified Stockholder bears to the total number of shares of Common Stock then issued and outstanding by delivering written notice to the Company identifying the number of Shares to be purchased by such Qualified Stockholder. Any notice delivered by a Qualified Stockholder to the Company under this section shall constitute a binding agreement of such Qualified Stockholder to purchase, at the price and on the terms specified in the Preemptive Right Notice, the number of Shares specified in such Qualified Stockholder’s written notice. The Company shall promptly, in writing, inform each Stockholder that purchases all the shares available to it (each, a “Fully Exercising Stockholder”) of any other Stockholder’s failure to do likewise. During the 15-day period commencing after the receipt of such information, each Fully Exercising Stockholder shall be entitled to the benefit obtain that portion of the indemnification contained Shares not subscribed for by the Stockholders that is equal to the proportion that the number of shares of Common Stock issued and held by such Fully Exercising Stockholder bears to the total number of shares of Common Stock then outstanding. (iii) The Company may, during the 120-day period following the expiration of the period provided in Article XIII subparagraph (b)(ii) above, offer the remaining unsubscribed portion of this Agreement the Shares, if any, to any Person or Persons at a price not less than, and upon terms not materially more favorable to the offeree, than those specified in the Preemptive Right Notice. If the Company does not enter into an agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation sale of the Hull 2575 and occurring before the date of acquisition Shares within such period, or if such agreement is not consummated within 90 days of the Hull 2575 Interests by execution thereof, the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 right provided hereunder shall be deemed to be revived and such Shares shall not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title be offered unless first reoffered to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is Qualified Stockholders in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedaccordance herewith. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (ai) Not later than 30 calendar days If the Company proposes to undertake any issuance of New Securities, it shall, prior to any such issuance, give written notice to the Investors of its bona fide intention to issue New Securities (the "Company Notice"), describing the type of New Securities proposed to be issued, the total number or quantity of New Securities proposed to be issued, and the price and the general terms upon which the Company proposes to issue such New Securities. Each Investor may elect to purchase or acquire its Pro Rata Share of such New Securities (an "Electing Party") by delivering written notice (the "Participation Notice") of its election to so purchase or acquire such New Securities at the price and upon the general terms specified in the Company Notice and stating the quantity of New Securities to be purchased (not to exceed its Pro Rata Share). The Participation Notice shall be delivered to the Company within five (5) Business Days after the date of acceptance delivery of the Hull 2575 by Standard MarineCompany Notice, KNOT shall notify and the Board and offer obligations of the Board the opportunity to cause any Partnership Group Member Electing Party thereunder to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months elected number or percentage of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 InterestsNew Securities, and the other material terms obligations of the purchase. The decision Company to purchase sell such New Securities to the Hull 2575 InterestsElecting Party, shall be contingent upon the fair market value to be paid for the Hull 2575 Interests, and the other terms consummation of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker sale or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests transaction pursuant to which KNOT the New Securities are proposed to be issued. The number or amount of New Securities specified in the Participation Notice shall be obligated subject to sell automatic and proportionate reduction in the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree event that the consideration will be paid total number or quantity of New Securities sold by means of equity of the MLP, an interest-bearing promissory note Company is reduced below the number or other form of consideration);quantity specified in the Company Notice. (ii) If any Investor fails to give the Partnership Group will be entitled Participation Notice to the benefit Company within such five (5) Business Day period, or specifies in the Participation Notice that such Investor will only purchase part, but not all, of such Investor's Pro Rata Share (a "Nonpurchasing Investor"), then such Nonpurchasing Investor shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase and the Company shall promptly give each Investor (if any) who has timely agreed to purchase its full Pro Rata Share of such offering of New Securities (a "Purchasing Investor") written notice of the indemnification contained in Article XIII failure of this Agreement for the remaining term any Nonpurchasing Investor to purchase such Nonpurchasing Investor's full Pro Rata Share of such indemnification with respect offering of New Securities (the "Overallotment Notice.") Such Overallotment Notice shall be given to events or conditions associated with the operation each Purchasing Investor within three (3) Business Days of the Hull 2575 and occurring before the date of acquisition expiration of the Hull 2575 Interests by five (5) Business Day period. Each Purchasing Investor shall have a right of overallotment such that such Purchasing Investor may agree to purchase a portion of the Partnership Group Member; provided, however, that the remaining term Nonpurchasing Investor's unpurchased Pro Rata Share of any such indemnification with respect offering on a pro rata basis according to the Hull 2575 shall be deemed to be not less than three years from the closing date relative Pro Rata Shares of the acquisition of Purchasing Investor at any time within three (3) Business Days after receiving the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedOverallotment Notice. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not later than 30 calendar days In the event that the Company consummates a New Securities Issuance, it shall provide the Investor with written notice of such New Securities Issuance within 5 Business Days after the date consummation thereof (a “Subscription Notice”), describing the amount and type of acceptance New Securities, the identity of the Hull 2575 by Standard Marine, KNOT shall notify purchaser(s) and the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, price and the other material terms upon which the Company issued such New Securities. The Investor shall have twenty (20) Business Days from the date of receipt of the purchase. The decision Subscription Notice to agree in writing to purchase up to the Hull 2575 InterestsAdditional Subscription Shares by executing the definitive purchase documentation on the same price, terms and conditions as those applicable to such New Securities Issuance (in the fair market value to be paid for case of a New Securities Issuance that is not a Qualified Acquisition Issuance), or by payment of cash consideration at the Hull 2575 Interests, and the other terms Volume-Weighted Average Closing Price of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring consecutive Trading Day period before the date of acquisition the announcement of the Hull 2575 Interests by applicable transaction and on other terms to be mutually agreed between the Partnership Group Member; Company and the Investor (in the case of a Qualified Acquisition Issuance), provided that under no circumstances shall this Section 7 entitle the Investor to designate another member of the Board or, for the avoidance of doubt, to enter into any new business relationship with the Company or to have any rights against the Company other than as an investor in the Company, provided, howeverfurther, that that, without limitation to the remaining term Investor’s rights under Section 2, under no circumstances shall the Company be required to register Additional Subscription Shares under the Securities Act or qualify the Additional Subscription Shares under the securities Laws of any other jurisdiction in connection with the issuance thereof. If the Investor fails to so respond in writing within such indemnification twenty (20) Business Day period to purchase its Additional Subscription Shares, then the Investor shall forfeit its Subscription Right hereunder with respect to such New Securities Issuance. Notwithstanding the Hull 2575 foregoing, any consummation by the Investor of the Subscription Right shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title subject to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which satisfaction of all necessary Company shareholder approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X requirements and the related purchase obtainment of all necessary consents, approvals and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the waivers under applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedLaw. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. The Company shall make an Offer by giving to each Eligible Holder at least 30 Business Days' prior written notice of the proposed Additional Sale. Such notice will (ai) Not later than 30 calendar days after identify the class and number of shares or amount of securities proposed to be issued (the "Offered Securities"), the proposed date of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, issuance and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, price and the other terms of the purchase issuance and (ii) constitute an offer to issue to each such Eligible Holder its Allocated Amount of the Offered Securities at the same price and on the same other terms (subject to Section 5.2(c)) as are proposed for such Additional Sale, which offer shall be approved remain open for a period of 15 Business Days from the date such notice is given by the Conflicts CommitteeCompany. If Any Offer and any Offered Securities to be made to an Eligible Holder that is a Regulation Y Holder shall provide for such holder to acquire non-voting equivalents of such Offered Securities. Each Eligible Holder desiring to accept such Offer shall give written notice to the Partnership Group Member and KNOT are unable Company prior to agree on the fair market value end of the Hull 2575 Interests and/or 15-Business Day period of such Offer. Such notice (a "Notice of Acceptance") will (A) set forth the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value maximum amount of the Hull 2575 Interests and/or the other material terms on Offered Securities which the Partnership Group Member such Eligible Holder elects to purchase (such Eligible Holder's "Subscribed Amount") and KNOT are unable to agree. In determining the fair market value (B) constitute an acceptance of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT Offer with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value Eligible Holder's Allocated Amount of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determinationOffered Securities. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect Eligible Holder fails to the Hull 2575 give a Notice of Acceptance, such Eligible Holder shall be deemed to be not less than three years have rejected such Offer in full. At the closing of an Additional Sale, each Eligible Holder who shall have timely accepted the related Offer pursuant to this Section 5.2(a) (each, an "Accepting Holder") shall acquire from the closing date Company, and the Company shall issue to such Eligible Holder, its Allocated Amount of the acquisition Offered Securities at the same price and on the same other terms (subject to Section 5.2(c)) as such Additional Sale. The Additional Offeree shall be entitled to acquire at the closing of the Hull 2575 Interests related Additional Sale its Allocated Amount of the Offered Securities. Any Offered Securities not issued at such Additional Sale may not thereafter be sold or otherwise issued by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect Company to title an Additional Offeree until they are again offered to the Hull 2575 Interests and any other such matters as Eligible Holders under the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is procedures specified in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained5.1(a). (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (ai) Not later If the Company desires to exercise its redemption right pursuant to this Section 10.05, the Company shall deliver to each holder of affected Preferred Units a written notice (the “Redemption Notice”) specifying the number and series of Redeemed Preferred Units to be redeemed by the Company from such holder and the expected Preferred Unit Redemption Price therefor in accordance with Section 10.05(a), based on a reasonable expectation of the closing date of such redemption; provided that the Company may only deliver a Redemption Notice if (A) the Company has sufficient unrestricted cash on hand to consummate such redemption in full, (B) the redemption is permitted under Applicable Law, (C) the redemption is not restricted by any applicable Financing Document and (D) either (x) all outstanding Series A Preferred Units, Series B Preferred Units and Series N Preferred Units are being redeemed or (y) if less than 30 calendar days after all outstanding Series A Preferred Units, Series B Preferred Units and Series N Preferred Units are being redeemed, then they shall be redeemed from all holders of Preferred Units pro rata, in proportion to the respective Base Amounts of the Preferred Units held by such holders as of the date of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a)redemption. (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before The Preferred Unit Redemption Date shall take place no later than 90 days following the date of acquisition the Redemption Notice. The Company shall pay the aggregate Preferred Unit Redemption Price for the Redeemed Preferred Units by wire transfer of immediately available funds. The Company shall give each holder of Redeemed Preferred Units at least 10 days’ written notice of any Preferred Unit Redemption Date. No later than two Business Days before any Preferred Unit Redemption Date, each holder of Redeemed Preferred Units shall give the Company written notice of the Hull 2575 Interests by account to which the Partnership Group Member; provided, however, that Company shall wire the remaining term aggregate Preferred Unit Redemption Price payable to such holder of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member;Redeemed Preferred Units. (iii) KNOT will provide customary representations Each holder of Redeemed Preferred Units shall, at the closing of any redemption consummated pursuant to this Section 10.05, represent and warranties with respect to title warrant to the Hull 2575 Interests Company, severally and any other not jointly, that: (A) such matters as holder has full right, title and interest in and to the Partnership Group Member may approve, which approval will not be unreasonably withheldRedeemed Preferred Units held by such holder; (ivB) KNOT will grant such holder has all the necessary power and authority and has taken all necessary action to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make sell such surveys, tests and inspections of the Hull 2575 Redeemed Preferred Units held by such holder as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under contemplated by this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactorySection 10.05; and (viC) neither KNOT nor the applicable Partnership Group Member shall have Redeemed Preferred Units held by such holder are free and clear of any obligation to sell and all liens other than those arising as a result of or buy under the Hull 2575 if any terms of the consents referred to in Section 10.1(b) above have not been obtainedthis Agreement and Transfer restrictions under Applicable Law. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (ai) Not later If the Offering Service Provider desires to sell Unrestricted Incentive Units pursuant to this Section 10.07, such Offering Service Provider shall deliver to the Company not more than 30 calendar ninety (90) days after the date of acceptance termination of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If Service Provider’s employment or other engagement a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT (the “Service Provider Sale Notice”) specifying the number of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value Unrestricted Incentive Units to be paid for sold (the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested “Offered Unrestricted Incentive Units”) by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeOffering Service Provider. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) By delivering the Partnership Group will be entitled Service Provider Sale Notice, the Offering Service Provider represents and warrants to the benefit Company that: (A) the Offering Service Provider has full right, title and interest in and to the Offered Unrestricted Incentive Units; (B) the Offering Service Provider has all the necessary power and authority and has taken all necessary action to sell such Offered Unrestricted Incentive Units as contemplated by this Section 10.07; and (C) the Offered Unrestricted Incentive Units are free and clear of any and all liens other than those arising as a result of or under the indemnification contained in Article XIII terms of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member;Agreement. (iii) KNOT will provide customary representations and warranties with respect to title Promptly following receipt of the Service Provider Sale Notice, the Company shall deliver to the Hull 2575 Interests and any other Offering Service Provider a calculation of the Put Purchase Price for the Offered Unrestricted Incentive Units. The Offering Service Provider shall have the right to irrevocably rescind the Service Provider Sale Notice for a period of ten (10) days following the delivery of such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld;calculation. (iv) KNOT will grant Subject to Section 10.07(c) below, the closing of any sale of Offered Unrestricted Incentive Units pursuant to this Section 10.07 shall take place no later than thirty (30) days following receipt by the Company of the Service Provider Sale Notice, if not otherwise rescinded pursuant to Section 10.07(b)(iii) above. Subject to the Partnership Group Member existence of any Delay Condition, the right, exercisable Company shall pay the Put Purchase Price for the Offered Unrestricted Incentive Units by certified or official bank check or by wire transfer of immediately available funds. The Company shall give the Offering Service Provider at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections least ten (10) days’ written notice of the Hull 2575 as date of closing, which notice shall include the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities method of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined payment selected by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguishedCompany.

Procedures. (a) Not later than 30 calendar days after If the Company intends to undertake an issuance of New Securities, the Company shall issue a written notice (the “First Participation Notice”) to each Persons entitled to the Right of Participation (the “Participation Right Holder”) specifying the amount and price of such New Securities and the general provisions of the subscription of such New Securities. Each Participation Right Holder may exercise the Right of Participation through issuance of a written notice to the Company within fifteen (15) Business Days upon the date of acceptance receipt of any First Participation Notice, and the Participation Right Holder shall specify the quantity of the Hull 2575 by Standard MarineNew Securities which it agrees to subscribe for in accordance with the price, KNOT and terms and conditions specified in the First Participation Notice in such written notice (not to exceed the New Securities which the Participation Right Holder is entitled to subscribe for based on its Pro Rata Share of such Participation Right Holder). If the Participation Right Holder fails to issue the written notice of the exercise of the Right of Participation to the Company within such fifteen (15) Business Days, such Participation Right Holder shall notify the Board and offer the Board the opportunity be deemed to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a)have waived its Right of Participation. (b) If a Partnership Group Member decides any Participation Right Holder fails or refuses to exercise all of its Right of Participation in accordance with the option subsection (a) above, the Company shall promptly (but no later than three (3) Business Days subsequent to such fifteen (15) Business Days’ period prescribed in the subsection (a) above) send notice (the “Investor Participation Notice”) to each of the Investors who have subscribed for all of the New Securities which such Investor is entitled to subscribe for according to its Pro Rata Share in accordance with the subsection (a) above (the “Participation Investor”). Each Participation Investor may give a written notice to the Company specifying the amount of the New Securities it intends to subscribe for on top of the New Securities which such Investor is entitled to subscribe for according to its Pro Rata Share (the “Investor Additional Quantity”) within five (5) Business Days of the date of receipt of the Investor Participation Notice (the “Investor Participation Period”). Failure of delivery of the written notice of the subscription of the Investor Additional Quantity to the Company within the Investor Participation Period will render the Participation Investor losing the right to purchase the Hull 2575 InterestsInvestor Additional Quantity. If the above conduct leads to the sum of all of the Investor Additional Quantity exceeding the total amount of the remaining New Securities available for subscription, it the Company will providereduce the excess amount of the subscription of the Participation Investor who has made an excess subscription to the following, whichever is less: (A) the Investor Additional Quantity; or (B) the product obtained by multiplying (i) the amount of the remaining New Securities available for subscription; by (ii) a fraction, the numerator of which is the quantity of the Company’s Ordinary Shares (on an as-converted basis) held by such Participation Investor who has made an excess subscription upon the First Participation Notice and the denominator of which is the amount of the Company’s Ordinary Shares (on an as-converted basis) held by all of the Participation Investors who have made excess subscription upon the First Participation Notice. Each Participation Investor shall have the obligation to subscribe for such amount of the New Securities determined by the Company in accordance with this section, and the Company shall notify such Participation Investor within 24 months ten (10) Business days following the date of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeInvestor Participation Notice. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: Upon (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity expiry of the MLPInvestor Participation Period, an interest-bearing promissory note no Participation Investor has exercised its Right of Participation in accordance with the subsection (b) above, or other form of consideration); (ii) the Partnership Group will be expiry of the Investor Participation Period, under the circumstances that there still exists remaining New Securities which have not been subscribed by the Participation Investor through the exercise of the Right of Participation, the Company shall promptly (but no later than the three (3) Business Days’ period following such five (5) Business Days’ period prescribed in the subsection (b) above) send notice (the “Second Participation Notice”) to Participation Right Holders (other than the Participation Investors) who has exercised the Right of Participation and purchased all of the New Securities which such Participation Right Holder is entitled to subscribe for according to its Pro Rata Share in accordance with the benefit subsection (b) above (the “Participation Right Persons”). Each Participation Right Person may give a written notice to the Company specifying the amount of the indemnification contained in Article XIII of this Agreement New Securities it intends to subscribe for the remaining term of such indemnification with respect to events or conditions associated with the operation on top of the Hull 2575 and occurring before New Securities which can be subscribed for according to its Pro Rata Share (the “Additional Quantity”) within five (5) Business Days upon the date of acquisition receipt of the Hull 2575 Interests by Second Participation Notice (the Partnership Group Member; provided, however, that “Second Participation Period”). Failure of delivery of the remaining term written notice of any such indemnification with respect the subscription of the Additional Quantity to the Hull 2575 shall be deemed to be not less than three years from Company within the closing date of Second Participation Period will render the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have Participation Right Person losing the right to terminate its purchase the Additional Quantity. If the above conduct leads to the sum of all of the Additional Quantity exceeding the total quantity of the remaining New Securities available for subscription, the Company will reduce the excess amount of the subscription of the Participation Right Person who has made an excess subscription to the following, whichever is less: (A) the Additional Quantity; or (B) the product obtained by multiplying (i) the amount of the remaining New Securities available for subscription; by (ii) a fraction, the numerator of which is the quantity of the Company’s Ordinary Shares (on an as-converted basis) held by such Participation Right Person who has made an excess subscription upon the First Participation Notice and the denominator of which is the quantity of the Company’s Ordinary Shares (on an as-converted basis) held by all of the Participation Right Persons who have made excess subscription upon the First Participation Notice. Each Participation Right Person shall have the obligation to purchase subscribe for such amount of the Hull 2575 under New Securities determined by the Company in accordance with this Article X section, and the related purchase and sale agreement if Company shall notify such Participation Right Person within ten (10) Business Days following the results date of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion receipt of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedSecond Participation Notice. (d) If Upon (i) the expiry of the Second Participation Period, or (ii) the expiry of the fifteen (15) Business Days’ period upon the receipt of the First Participation Notice, no Participation Right Holder has exercised its Right of Participation in accordance with Section 7.1 (as the case may be), and under the circumstances that the New Securities have not been fully subscribed by the Participation Right Holder through the exercise of the Right of Participation, the Company shall sell the New Securities specified in the First Participation Notice (with respect to the part of New Securities upon which no Party has exercised its Right of Participation) at a Partnership Group Member chooses price of or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at higher than the price determined provided in the First Participation Notice, or on no more favorable terms than that in the First Participation Notice (for non-price terms) within ninety (90) days following the expiry of the related period. If the Company fails to sell such New Securities within such ninety (90) days’ period, the Company shall not sell any New Securities to any Person other than the Participation Right Holder before the re-exercise of the Right of Participation by the investment banking firm, ship broker or other expert advisor under Section 10.2(bParticipation Right Holder in accordance with the subsection (a), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished(b), (c) and (d).

Procedures. (a) Not later than 30 calendar days after In connection with the date of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exerciseShelf Registration Statement, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the followingCompany will: (i) use its best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4 hereof), and pursuant thereto the Company will prepare and file with the Commission a Shelf Registration Statement relating to the registration on any appropriate form under the Act, which form will be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof. Except for the Common Stock covered by that certain Registration Rights Agreement dated effective June 27, 2000, among the Company, Appaloosa Investment Limited Partnership Group Member I, Palomino Fund, Ltd., Tersk L.L.C., Oppe▇▇▇▇▇▇▇ ▇▇▇ategic Income Fund, Oppe▇▇▇▇▇▇▇ Champion Income Fund, Oppe▇▇▇▇▇▇▇ ▇▇▇h Yield Fund, Oppe▇▇▇▇▇▇▇ Strategic Bond Fund/VA, Atlas Strategic Income Fund and that certain Registration Rights Agreement dated effective August 29, 2000 between the Company and Paribas North America, Inc. (collectively, the "Discount Noteholder Rights Agreement"), the Company will deliver a cash purchase price (not be permitted to include in the Shelf Registration Statement any securities other than the Transfer Restricted Securities. If the registration of the sale of the Transfer Restricted Securities is an underwritten offering and other holders of unregistered Common Stock exercise piggy-back registration rights with respect to such underwritten offering, in the event the managing underwriter determines in its sole discretion that including all of the Common Stock requested to be included in such underwritten offering will jeopardize the success of the offering, unless the Partnership Group Member and KNOT agree that Company is legally obligated to cut back pro rata, the consideration Common Stock requested to be included by the holders of such piggy-back registration rights will be paid by means excluded from such underwritten offering prior to any exclusion therefrom of equity any of the MLP, an interest-bearing promissory note or other form of consideration);Transfer Restricted Securities. (ii) use its best efforts to keep such Shelf Registration Statement continuously effective and provide all requisite financial statements and any other information for the Partnership Group period specified in Section 3 of this Agreement. Upon the occurrence of any event that would cause any such Shelf Registration Statement or the Prospectus contained therein (i) to contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company will subject to this Section 5 file promptly (A) an appropriate amendment to such Shelf Registration Statement curing such defect, and, if Commission review is required, use its best efforts to cause such amendment to be entitled declared effective as soon as practicable, (B) a supplement pursuant to Rule 424 under the Act curing such defect or (C) an Exchange Act report incorporated by reference curing such defect. (iii) prepare and file with the Commission such amendments and post-effective amendments to the benefit Shelf Registration Statement as may be necessary to keep such Shelf Registration Statement effective for the applicable period set forth in Section 3 hereof, cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, and such other Rules as are applicable to the Prospectus, under the Act in a timely manner; and comply with the provisions of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification Act with respect to events or conditions associated the disposition of all Transfer Restricted Securities covered by such Shelf Registration Statement during the applicable period in accordance with the operation intended method or methods of distribution by the sellers thereof set forth in such Shelf Registration Statement or supplement to the Prospectus. (iv) advise the Holders and underwriters, if any, promptly and, if requested by such Persons, confirm such advice in writing, (A) when the Shelf Registration Statement or any Prospectus supplement or post- effective amendment has been filed, and, with respect to the Shelf Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Shelf Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the Hull 2575 and occurring before issuance by the date Commission of acquisition any stop order suspending the effectiveness of the Hull 2575 Interests Shelf Registration Statement under the Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Shelf Registration Statement, the Prospectus, any amendment or supplement thereto made, misleading. (v) subject to Section 5(a)(ii), if any fact or event contemplated by Section 5(iv)(D) above will exist or have occurred, prepare a post-effective amendment or supplement to the Shelf Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (vi) deliver to each Holder and underwriter, if any, without charge, a reasonable number of copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Holder or underwriter reasonably may request; the Company hereby consents to the use (in accordance with law) of the Prospectus and any amendment or supplement thereto by each Holder and each underwriter, if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Partnership Group MemberProspectus or any amendment or supplement thereto. (vii) prior to any offering of Transfer Restricted Securities, cooperate with the Holders in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as reasonably requested and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval Company will not be unreasonably withheld;required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Shelf Registration Statement, in any jurisdiction where it is not now so subject. (ivviii) KNOT in connection with any sale of Transfer Restricted Securities that will grant result in such securities no longer being Transfer Restricted Securities, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends. (ix) list all shares of Common Stock covered by the Shelf Registration Statement on the principal U.S. securities exchange on which the Common Stock is then listed. (x) use its best efforts to cause the disposition of the Transfer Restricted Securities covered by the Shelf Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be required to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities. (xi) use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders with regard to the Partnership Group Member Shelf Registration Statement, as soon as practicable, a consolidated earnings statement meeting the rightrequirements of Rule 158 (which need not be audited) covering a twelve-month period beginning after the Effective Date (as such term is defined in paragraph (c) of Rule 158 under the Act). (xvii) provide the Holders with a reasonable opportunity to review and comment on any registration statement to be filed pursuant to this Agreement prior to the filing thereof with the Commission, exercisable and will make all changes thereto as any Holder may request in writing to the extent such changes are required, in the judgment of the Company, by the Act. (xviii) use best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Transfer Restricted Securities for sale in any jurisdiction, at the Partnership Group Member’s risk earliest possible moment. (xix) use its best efforts to furnish to each Holder and expenseto each managing underwriter, if any, a signed counterpart, addressed to such Holder or such underwriter, if any, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company=s independent public accountants pursuant to SAS 72, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as such Holder or the managing underwriter reasonably requests. (xx) enter into customary agreements (including underwriting agreements in customary form, which will include "lock-up" obligations as may be requested by the managing underwriters, not to exceed 90 days in duration, but excluding shares that may be issued pursuant to benefit plans or in connection with mergers or acquisitions) and take such other actions (including using its reasonable efforts to make such surveysdomestic road show presentations and otherwise engaging in such reasonable marketing support in connection with any underwritten offering, tests and inspections of including without limitation the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase make its executive officers available for such purpose of so requested by the Hull 2575 under this Article X and selling Holder (a "Road Show")) as are reasonably requested by any selling Holder in order to expedite or facilitate the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted Transfer Restricted Securities covered by a registration statement pursuant to paragraph (iii) above are, an underwritten offering in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedaccordance herewith. (dxxi) If offer Lehm▇▇ ▇▇▇ opportunity to manage any underwritten offering under this Agreement, subject to the reasonable consent of the Holders of a Partnership Group Member chooses or is deemed majority of the Transfer Restricted Securities to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguishedincluded in such registration.

Procedures. (a) Not later than 30 calendar days after At any time and from time to time prior to the date consummation of acceptance of a Qualified IPO, if the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it Company proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 issue any New Ownership Interests, the fair market value Company will give each Preemptive Right Holder prior written notice of such proposal, describing the New Ownership Interests and the price and other terms and conditions upon which the Company proposes to issue the New Ownership Interests (“Company Notice”). Each Preemptive Right Holder will have 10 Business Days from the giving of the Company Notice to provide the Company with a notice of an election to purchase New Ownership Interest (“Election Notice”). In each Election Notice each Preemptive Right Holder shall specify the desired number of New Ownership Interests to be paid for purchased, which shall in no case be greater than the Hull 2575 aggregate number of New Ownership Interests the Company proposes to issue (with each Preemptive Right Holder that indicates a desire to purchase a number of New Ownership Interests in excess of the number of New Ownership Interests such Preemptive Right Holder would be entitled to purchase had all Preemptive Right Holders elected to purchase their full pro rata share of the New Ownership Interest, calculated according to Section 3.5.1 being referred to herein as a “Super Preemptive Right Holder”). Upon receipt of all Election Notices from the Preemptive Right Holders if all Preemptive Right Holders elect to purchase their full pro rata portion of the New Ownership Interest, the Company shall sell to each Preemptive Right Holder the pro rata portion of the New Ownership Interests calculated in accordance with Section 3.5.1. Where less than all of the Preemptive Right Holders elect to purchase their full pro rata portion of the New Ownership Interests, and the other terms Company shall sell to each Preemptive Right Holder their full pro rata portion of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 New Ownership Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisorcalculated in accordance with Section 3.5.1 or, as applicable, will have access such lesser amount any such Preemptive Right Holder elected to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOTand, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determinationthereafter, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties Company shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for allocate the remaining term of such indemnification with respect to events or conditions associated with New Ownership Interests (the operation of “Remaining New Ownership Interests”) among the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member Super Preemptive Rights Holders. Each Super Preemptive Right Holder will have the right to terminate its obligation purchase that number of the Remaining New Ownership Interests equal to the product of (x) the number of the Remaining New Ownership Interests, multiplied by (y) a fraction, the numerator of which is the aggregate number of Units of Membership Interest and Membership Interest Equivalents held by such Super Preemptive Right Holder and the denominator of which is the aggregate number of all of the Units of Membership Interest and Membership Interest Equivalents held by all of the Super Preemptive Rights Holders; provided, that no Super Preemptive Right Holder shall be entitled to purchase in excess of the Hull 2575 under this Article X and number of New Ownership Interests specified in their Election Notice. To the related extent the procedure described in the preceding sentence does not result in the purchase and sale agreement if of all Remaining New Ownership Interests, such procedure shall be repeated until there are no Remaining New Ownership Interests or until the results maximum subscription requests of all such Super Preemptive Right Holders have been fulfilled. The issuance of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 New Ownership Interests by the Partnership Group Company and required payment by the Preemptive Right Holders and the Super Preemptive Right Holders, if any, exercising their Preemptive Rights will occur no earlier than 15 days from the date of the Company Notice. If the Preemptive Right Holders and the Super Preemptive Right Holders, if any, fail to exercise in full their Preemptive Rights, the Company will have 120 days thereafter to sell the New Ownership Interests in respect of which the Preemptive Right Holders’ Preemptive Rights were not exercised, at a price and upon general terms and conditions no more favorable to the purchasers thereof than specified in the Company Notice. If the Company has not sold such New Ownership Interests within such 120 day period provided for in the foregoing sentence, the Company shall not thereafter issue or sell any New Ownership Interests without first offering such securities to the Preemptive Right Holders in the manner provided in this Section 3.5. Notwithstanding the foregoing, the Company will not be extinguishedrequired to offer or sell such New Ownership Interests to any Member if such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Owner written notice of its intention to issue New Securities (a) Not later than 30 calendar the “Rights Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Owner shall have 15 days after from the date of acceptance receipt of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Rights Notice to cause any Partnership Group Member agree in writing to purchase up to such Owner’s Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Rights Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Owner’s Pro Rata Share) and representing to the Company that such Owner is an Accredited Investor. If any Owner fails to so agree and represent in writing within such 15 day period to purchase such Owner’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such exercise, the fair market value it proposes New Securities that he did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Owner who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the purchase. The decision failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder’s full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or Purchasing Holders, at any time within 15 days after receiving the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeOverallotment Notice. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not later than 30 calendar days after If the date TCI Partner exercises the Early Put, the TCI Partner, with its notice of acceptance of the Hull 2575 by Standard Marineexercise, KNOT shall notify the Board and offer Adelphia General Partner in writing of its choice of the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to transactions specified in Section 10.1(a13.2.1(b). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of . Within 30 days after receipt of such notice pursuant to Section 10.2(a)from the TCI Partner specified in the preceding sentence, the Adelphia General Partner shall provide written notice to KNOT the TCI Partner as to whether it will implement the transaction designated by the TCI Partner or whether it elects to pursue one of such exercise, the fair market value it proposes to pay for the Hull 2575 Interestsother transactions specified in Section 13.2.1(b), and the other material terms including, if applicable, designation of the purchase. The decision which Redemption Systems (as hereinafter defined) it would choose to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committeeuse in connection with such transactions. If the Partnership Group Member and KNOT are unable to agree on transaction elected by the fair market value Adelphia General Partner is not the transaction designated by the TCI Partner, then at the expiration of the Hull 2575 Interests and/or 20 day period after receipt of such notice from the other material termsAdelphia General Partner, unless the TCI Partner sends written notice within such 20 day period to the Adelphia General Partner that it elects to pursue the transaction designated by the Adelphia General Partner, the Partnership Group Member Early Put shall be automatically rescinded and KNOT the Partners shall engage a mutually-agreed-upon investment banking firmhave no obligation in connection therewith. If the Adelphia General Partner chooses the transaction designated by the TCI Partner, ship broker or other expert advisor if the TCI Partner notifies the Adelphia General Partner that it elects to determine pursue the fair market value of transaction designated by the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be soldAdelphia General Partner, thereafter, the investment banking firm, ship broker or other expert advisorPartners (and, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOTTCI Parent, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value owners of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses stock of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member TCI Owners) shall negotiate in good faith and KNOT. Upon receipt shall use commercially reasonable efforts for a period of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests 45 days from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition notice from the Adelphia General Partner of its election to pursue the Hull 2575 Interests transaction designated by the Partnership Group Member; providedTCI Partner or the notice from the TCI Partner of its election to pursue the transaction designated by the Adelphia General Partner, howeveras the case may be, that to determine the remaining term terms and conditions of any such indemnification with respect transaction and to enter into appropriate arrangements implementing the same. If, after negotiating in good faith and using commercially reasonable efforts, the parties are unable within the 45 day period referred to above to reach agreement as to the Hull 2575 aforementioned terms and conditions, the Early Put shall be deemed to be not less than three years from automatically rescinded and the closing date Partners shall have no obligation in connection therewith. The TCI Partner may, after the expiration of the acquisition of the Hull 2575 Interests by the Partnership Group Member; 12 months following any rescission permitted hereunder (iii) KNOT will provide customary representations and warranties with respect to title but prior to the Hull 2575 Interests and any other such matters as seventh anniversary after the Partnership Group Member may approvedate hereof), again elect the Early Put, in which approval will not be unreasonably withheld; (iv) KNOT will grant event the provisions of this Section 13.2 relating to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member Early Put shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedagain be applicable. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (aThe Company may exercise its right to repurchase under Section 5.1(a) Not later than 30 calendar days after above, and the date of acceptance of the Hull 2575 Management Shareholder may exercise his right to put his shares under Section 5.1(b) above, by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), giving written notice to KNOT of such exercise, the other party (or its representatives). The purchase price for Common Stock sold pursuant to this Section 5.1(c) shall be the “Appraised Price.” The Appraised Price shall be the fair market value it proposes to pay for of such Common Stock, as may be mutually agreed upon by the Hull 2575 Interests, Company and the other material terms of the purchaseManagement Shareholder. The decision to purchase the Hull 2575 Interests, If such parties cannot mutually agree upon the fair market value of the Common Stock to be paid sold within ten (10) days following written notice, the Appraised Price shall be determined as follows: each party shall have the opportunity to appoint, at its own cost, a qualified appraiser within five (5) days following expiration of the ten (10)-day period within which the parties could not mutually agree upon the Appraised Price. The appointment of a qualified appraiser shall be made in writing and delivered to the other party. If either party shall fail to appoint a qualified appraiser within this five (5)-day period, the other qualified appraiser shall unilaterally establish the Appraised Price for the Hull 2575 Interests, and the other terms of the purchase shall be approved Common Stock by the Conflicts Committeea written opinion. If both parties shall appoint a qualified appraiser within this five (5)-day period, such qualified appraisers shall establish the Partnership Group Member and KNOT are unable to Appraised Price in a single written opinion signed by both of them. If such qualified appraisers cannot agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor Common Stock to determine the fair market value be sold within ten (10) days of the Hull 2575 Interests and/or appointment of the other material terms latter of them, such qualified appraisers shall appoint a third qualified appraiser whose sole written opinion shall establish the Appraised Price and shall be binding on which the Partnership Group Member Company and KNOT are unable to agreethe Management Shareholder or his representatives. The cost for such third qualified appraiser, if necessary, shall be borne equally by the Company and the Management Shareholder or his representatives. In determining the fair market value of event the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of Company exercises its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase a terminated Management Shareholder’s Common Stock under Section 5.1(a) above, the Hull 2575 Interests by the Partnership Group will Appraised Price shall be extinguishedpaid to such Management Shareholder in three equal annual installments, plus interest at an annual rate of 7%.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (athe “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have twenty (20) Not later than 30 calendar days after from the date of acceptance mailing of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such exercise, the fair market value it proposes New Securities that he did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the purchase. The decision failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder’s full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or Purchasing Rights Holders, at any time within five (5) days after receiving the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeOverallotment Notice. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. The Company will give the Stockholder written notice (aa “Large Issuance Notice”) Not of its intention to issue New Equity Securities in a Large Issuance as soon as practicable, but in no event later than 30 calendar days after the date time authorization for such Large Issuance is granted by the Board. The Large Issuance Notice shall describe the price (or range of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(aprices), written notice to KNOT anticipated amount of such exercisesecurities, the fair market value it proposes to pay for the Hull 2575 Interests, timing and the other material terms of the purchaseLarge Issuance, as well as the number of shares of Class A Common Stock that the Stockholder is entitled to purchase pursuant to the Large Issuance Top Up Right. The decision to purchase Stockholder will have ten (10) Business Days from the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms date of the purchase shall Large Issuance Notice to advise the Company in writing (a “Large Issuance Exercise Notice”) that it intends to exercise its Large Issuance Top Up Right and acquire the applicable number of shares of Class A Common Stock. Subject to Section 2.3 below, a Large Issuance Top Up Right may be approved by the Conflicts Committeeexercised, in whole or in part. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage Stockholder delivers a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT Large Issuance Exercise Notice with respect to a Large Issuance, then closing for the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, Stockholder’s Large Issuance Top Up Right will be divided equally between the Partnership Group Member contingent upon, and KNOT. Upon receipt of such determinationwill take place simultaneously with, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b)after, the applicable parties shall enter into closing of such Large Issuance. Failure by the Stockholder to deliver a purchase and sale agreement for Large Issuance Exercise Notice within ten (10) Business Days from the purchase and sale date of delivery of the Hull 2575 Interests pursuant to which KNOT Large Issuance Notice shall be obligated deemed a waiver of the Stockholder’s Large Issuance Top Up Right with respect to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOTsuch Large Issuance. The terms Stockholder agrees that it will, and will cause each member of the purchase and sale agreement will include the following: Stockholder Group to, (i) maintain the Partnership Group Member will deliver a cash purchase price (confidentiality of any information included in any Large Issuance Notice delivered by the Company unless the Partnership Group Member otherwise required by law or subpoena and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) after receiving written notice thereof, not effect any acquisition or disposition of any Company Securities until the Partnership Group will be entitled to the benefit public announcement of the indemnification contained Large Issuance referenced in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less Large Issuance Notice (other than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title Class A Common Stock pursuant to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedLarge Issuance Top Up Right). (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (athe "NOTICE"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) Not later than 30 calendar days after from the date of acceptance mailing of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder falls to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering, of New Securities (a "NONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such exercise, the fair market value it proposes New Securities that he did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "PURCHASING HOLDER") written notice of the purchase. The decision failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value "OVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or Purchasing Rights Holders, at any time within five (5) days after receiving the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeOverallotment Notice. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not later than 30 calendar days after If the date of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity Company decides to cause any Partnership Group Member exercise its option to purchase the Hull 2575 Odyssia Interests for fair market value pursuant the Odyssia Purchase Price, it will provide written notice to Odyssia of such exercise, subject to the conditions contained in this Section 10.1(a)5.2. (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The Company’s decision to purchase the Hull 2575 Interests, the fair market value to be paid Odyssia Interests for the Hull 2575 Interests, Odyssia Purchase Price and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member the Company chooses to exercise its option to purchase the Hull 2575 Odyssia Interests under Section 10.2(b)5.1(a) for the Odyssia Purchase Price, the applicable parties Company shall enter into a purchase and sale agreement with the holders of the Odyssia Interests and Odyssia for the purchase and sale of the Hull 2575 Odyssia Interests pursuant to which KNOT Odyssia shall be obligated to sell the Hull 2575 Odyssia Interests to the Partnership Group Member Company and the Partnership Group Member Company shall be obligated to purchase the Hull 2575 Odyssia Interests from KNOTOdyssia. The terms of the purchase and sale agreement will include the following: (i) Details relating to the Partnership Group Member will deliver a cash purchase price (unless $300,000,000 of indebtedness to be assumed and the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity common shares of the MLP, an interest-bearing promissory note Company to be issued to the holders of the Odyssia Interests or other form in accordance with any of consideration)their instructions; (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT Odyssia will provide customary representations and warranties with respect to title to the Hull 2575 Interests Odyssia and its subsidiaries and any other such matters as the Partnership Group Member Company may approve, which approval will not be unreasonably withheld; (iviii) KNOT Odyssia will grant to the Partnership Group Member Company the right, exercisable at the Partnership Group MemberCompany’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as vessels owned by Odyssia and its subsidiaries that the Partnership Group Member Company may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 Odyssia’s vessels or interfere with the activities of the KNOT Entities or Standard Marine Odyssia thereon and so long as the Partnership Group Member Company has furnished KNOT Odyssia with evidence that adequate liability insurance is in full force and effect; (viv) the Partnership Group Member Company will have the right to terminate its obligation to purchase the Hull 2575 Odyssia Interests under this Article X V and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iiiiv) above are, in the reasonable opinion of the Partnership GroupCompany, unsatisfactory; and (viv) neither KNOT nor of the applicable Partnership Group Member Company and Odyssia shall have any obligation to sell or buy the Hull 2575 Odyssia Interests if any of the consents referred to in Section 10.1(b5.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. If the Company proposes to undertake an issuance of New Securities (ain a single transaction or a series of related transactions) Not later than 30 calendar in circumstances that entitled a Participation Rights Holder to participate therein in accordance this Section 7(f), the Company shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the "Participation Notice"), describing the amount and the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall have fifteen (15) business days after from the date of acceptance receipt of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Participation Notice to cause any Partnership Group Member agree in writing to purchase up to the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option maximum number of such New Securities that such Participation Rights Holder is entitled to purchase for the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to purchase price specified in Section 10.2(a), 7(f)(v) above and upon the terms and conditions specified in the Participation Notice by giving written notice to KNOT the Company and stating therein the quantity of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value New Securities to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committeepurchased (not to exceed such maximum). If any Participation Rights Holder fails to so agree in writing within such 15 business day period, then such Participation Rights Holder shall forfeit the Partnership Group Member and KNOT are unable right hereunder to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by participate in such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group MemberNew Securities; provided, however, that until the remaining term expiration of the Initial Rights Period, any Participation Rights Holders that have elected to exercise their Right of Participation shall be entitled to exercise such indemnification right with respect to any New Securities where such right has been forfeited by such other Participation Rights Holder(s), and the Hull 2575 Company shall follow repeat the procedures set forth in this Section 7(f) to ascertain whether the electing Participation Rights Holders desire to purchase such other New Securities. All sales hereunder shall be deemed to be not less than three years from consummated concurrently with the closing date of the acquisition transaction triggering the Right of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedParticipation. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. If the Company proposes to undertake an issuance of New Securities, it shall give written notice to each Rights Holder of its intention to issue New Securities (a) Not later than 30 calendar the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten days after from the date of acceptance mailing of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase such Rights Holder’s Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value New Securities to be paid for purchased (not to exceed such Rights Holder’s Pro Rata Share). Notwithstanding the Hull 2575 Intereststerms set forth in the Notice, and the other terms of the purchase each Rights Holder shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation pay cash for New Securities offered in the Notice. If any Rights Holder fails to so agree in writing within such ten day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the Hull 2575 under this Article X right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase and the related Company shall promptly give each Rights Holder (if any) who has timely agreed to purchase and sale agreement if its full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the results failure of any searches, surveys, tests or inspections conducted pursuant Nonpurchasing Holder to paragraph purchase such Nonpurchasing Rights Holder’s full Pro Rata Share of such offering of New Securities (iii) above are, in the reasonable opinion “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor Nonpurchasing Holder’s unpurchased Pro Rata Share of such offering on a pro rata basis according to the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any relative Pro Rata Shares of the consents referred to in Section 10.1(b) above have not been obtainedPurchasing Rights Holders at any time within five days after receiving the Overallotment Notice. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (athe "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have fifteen (15) Not later than 30 calendar days after from the date of acceptance mailing of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such fifteen (15) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "NONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of its or his Pro Rata Share of such exercise, the fair market value New Securities that it proposes or he did not so agree to pay for the Hull 2575 Interestspurchase, and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase its or his full Pro Rata Share of such offering of New Securities (a "PURCHASING HOLDER") written notice of the purchase. The decision failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value "OVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or Purchasing Holders, at any time within ten (10) days after receiving the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeOverallotment Notice. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not later If the Company proposes to undertake an issuance of New Securities (other than 30 calendar the Initial Rights Offering, the transactions contemplated by the Securities Purchase Agreement or any Follow On Rights Offering), it shall give written notice to the Stockholder of its intention to issue New Securities (the “ROFO Notice”), describing the type of New Securities and the price and the terms upon which the Company proposes to issue such New Securities. The Stockholder (or its designee) shall have 15 days after the date from receipt of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such ROFO Notice to cause any Partnership Group Member agree to purchase up to the Hull 2575 Interests Stockholder’s Pro Rata Share of such New Securities for fair market value pursuant the price and upon the terms specified in the ROFO Notice by giving written notice to Section 10.1(athe Company and stating in such notice the quantity of New Securities to be purchased (not to exceed the Stockholder’s Pro Rata Share). (b) If a Partnership Group Member decides the Stockholder (or its designee) fails to exercise the option provide such written notice within such 15 day period or provides written notice that it elects not to purchase all or any portion of the Hull 2575 InterestsNew Securities, it will providethen the Company shall have 90 days from the expiration of the periods set forth above to sell all or any New Securities that were not agreed to be purchased by the Stockholder, within 24 months of receipt of notice pursuant at a price not less than, and upon terms not materially more favorable to Section 10.2(a), written notice to KNOT the purchasers of such exerciseNew Securities than, specified in the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts CommitteeROFO Notice. If the Partnership Group Member Company has not issued and KNOT are unable to agree on sold such New Securities within such period, then after such period the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT Company shall engage a mutually-agreed-upon investment banking firm, ship broker not issue or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT sell any New Securities without again first complying with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madethis ARTICLE IX. (c) If a Partnership Group Member chooses to exercise the Stockholder (or its option designee) provides written notice within such 15 day period that it elects to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale any or all of the Hull 2575 Interests pursuant New Securities, then the Company and the Stockholder (or its designee) shall promptly thereafter proceed to which KNOT consummate the sale or issuance of New Securities by the Company to the Stockholder (or its designee) on the terms set forth in the ROFO Notice. The Company and its board of directors shall also take all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under the Rights Agreement or any other rights agreement) or other similar anti-takeover provision under the Company’s charter, bylaws or similar charter documents or the laws of its state of incorporation that is or could become applicable to the Company as a result of the Company and the Stockholder (or its designee) consummating any such sale or issuance of New Securities by the Company to the Stockholder (or its designee). Any such sale or issuance to the Stockholder (or its designee) shall be obligated subject to sell the Hull 2575 Interests to the Partnership Group Member compliance with applicable federal and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedstate securities laws. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. Commencing at the close of business on July 1, 2005 the Company may, subject to the conditions set forth herein, call for the exercise of this Warrant provided that the average closing price of the Common Stock for the twenty (a20) Not later than 30 calendar consecutive trading days after ending three (3) days prior to the date of acceptance the Call Notice is at least $7.00, subject to adjustment for stock dividends, stock splits and other anti-dilution provisions as provided for in Section 12 of this Warrant. For purposes of this Section 4, “closing price” at any date shall be deemed to be: (i) the last sale price regular way as reported on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (ii) if the Common Stock is not listed or admitted to trading on any national securities exchange, the average of the Hull 2575 closing bid and asked prices regular way for the Common Stock as reported by Standard Marinethe Nasdaq National Market or Nasdaq SmallCap Market of the Nasdaq Stock Market, KNOT shall notify Inc. (“Nasdaq”) or (iii) if the Board Common Stock is not listed or admitted for trading on any national securities exchange, and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exerciseis not reported by Nasdaq, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms average of the purchase. The decision to purchase closing bid and asked prices, as reported on the Hull 2575 InterestsOTC Bulletin Board or if no such quotation is available, then the fair closing bid and asked prices in the over-the-counter market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved as furnished by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on National Quotation Bureau, Inc., or if no such quotation is available, the fair market value of the Hull 2575 Interests and/or Common Stock as determined in good faith by the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value Board of Directors of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determinationCompany. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 Call Notice shall be deemed to be effective upon mailing and the time of mailing is the “Effective Date of the Notice.” The Call Notice shall state the exercise period and cancellation date not less than three years twenty (20) days from the closing date Effective Date of the acquisition Notice (the “Cancellation Date”). In the event the number of shares of Common Stock issuable upon exercise of this Warrant being called are adjusted pursuant to Section 12 hereof, then upon each such adjustment the Exercise Price will be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, the numerator of which is the number of shares of Common Stock issuable upon exercise of this Warrant being exercised immediately prior to such adjustment and the denominator of which is the number of shares of Common Stock issuable upon exercise of this Warrant being exercised immediately after such adjustment. The Holder may exercise this Warrant between the Effective Date of the Hull 2575 Interests Notice and the Cancellation Date, such exercise being effective if done in accordance with Section 3 hereof, and if this Warrant, with the form of election to purchase duly executed, and the Exercise Price are actually received by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to Company at its office located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, no later than 5:00 PM Atlanta, Georgia time on the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedCancellation Date. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (ai) Not later than 30 calendar days after the date of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides In order to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercisea Common Put Right, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase Initiating Unitholders shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access deliver to the proposed sale and purchase values and terms for Company a written notice, executed by all Initiating Unitholders (the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT“Put Option Exercise Notice”). Upon receipt of such determinationa Put Option Notice, all F3C Unitholders (in the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined case of a Put Option Notice delivered by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations F3C Majority Common Holders) and/or all ATN Unitholders (in the case of a Put Option Exercise Notice delivered by the ATN Majority Common Holders) shall be deemed to have been made. (c) If elected to sell all of their Covered Put Securities pursuant to this Section 10.08. Any Put Option Exercise Notice shall the number and type of Covered Put Securities to be sold to the Company in connection with the exercise of such Common Put Right and a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale reasonably detailed calculation of the Hull 2575 Interests pursuant Common Unit Put Price for each type of Covered Put Securities, and whether the Fair Market Value of a Common Unit specified in the Put Option Exercise Notice and used to which KNOT shall be obligated to sell calculate the Hull 2575 Interests to Common Unit Put Price has been determined (x) by mutual agreement of ATN and F3C, (y) a valuation in accordance with the Partnership Group Member and definition of “Fair Market Value”, or (z) by the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOTInitiating Unitholders. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will Company shall deliver a cash purchase price (unless copy of any Put Option Exercise Notice to each holder of Common Units, Warrants and Common Unit Equivalents other than the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration);Initiating Unitholders no later than two Business Days after receiving a Put Option Exercise Notice. (ii) If the Partnership Group will be entitled Fair Market Value of a Common Unit specified in a Call Option Exercise Notice has been determined pursuant to clause (x) or (y) of Section 10.08(b)(i), then the benefit Fair Market Value of a Common Unit and, absent manifest error, the indemnification contained Common Unit Put Price specified in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 Put Option Exercise Notice shall be deemed to be not less than three years from the closing date final and binding on all holders of the acquisition of the Hull 2575 Interests by the Partnership Group Member;Covered Put Securities. (iii) KNOT will provide customary representations If the Fair Market Value of Common Unit specified in a Put Option Exercise notice has been determined pursuant to clause (z) of Section 10.08(b)(i), ATN and warranties F3C shall attempt to mutually agree on such Fair Market Value as soon as possible following delivery of a Put Option Exercise Notice. If ATN and F3C have not agreed on such Fair Market Value within fifteen (15) days of delivery of a Put Option Exercise Notice, then such Fair Market Value shall be determined by a valuation conducted in accordance with respect the definition of “Fair Market Value.” Upon the final determination of the Fair Market Value of a Common Unit under this Section 10.08(b)(iii), (A) the Company shall deliver to title to each holder of Covered Put Securities specified in a Put Exercise Notice a written notice of such Fair Market Value and the Hull 2575 Interests final calculation of the Common Unit Put Price for such Covered Put Securities and any other (B) the Fair Market Value of Common Unit and, absent manifest error, the Common Unit Put Price specified in such matters as the Partnership Group Member may approve, which approval will not notice shall be unreasonably withheld;final and binding on all holders of Covered Put Securities specified in such Put Option Exercise Notice. (iv) KNOT will grant The closing of any repurchase of Covered Put Securities pursuant to this Section 10.08 shall take place no later than 90 days following the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections date of delivery of the Hull 2575 as Put Option Exercise Notice or, if later, 20 Business Days following the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities date of final determination of the KNOT Entities or Standard Marine thereon and so long as Common Unit Put Price under Section 10.08(b)(iii). The Company shall pay the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is Common Unit Put Price for the Covered Put Securities by wire transfer of immediately available funds. The Company shall give each holder of Covered Put Securities specified in full force and effect;a Put Option Exercise Notice at least five Business Days’ written notice of the date of closing of any repurchase of Covered Securities under this Section 10.08 (each a “Put Option Closing Date”). No later than two Business Days before any Put Option Closing Date, each holder of Covered Put Securities specified in a Put Option Exercise Notice shall give the Company written notice of the account to which the Company shall wire the aggregate Common Unit Put Price payable to such holder of Covered Put Securities. (v) Each holder of Covered Put Securities specified in a Put Option Exercise Notice shall, at the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results closing of any searches, surveys, tests or inspections conducted purchase consummated pursuant to paragraph this Section 10.08, represent and warrant to the Company, severally and not jointly, that: (iiiA) above aresuch holder has full right, title and interest in and to the reasonable opinion of Covered Put Securities held by such holder; (B) such holder has all the Partnership Group, unsatisfactorynecessary power and authority and has taken all necessary action to sell such Covered Put Securities as contemplated by this Section 10.08; and (viC) neither KNOT nor the applicable Partnership Group Member shall have Covered Put Securities held by such holder are free and clear of any obligation to sell and all liens other than those arising as a result of or buy under the Hull 2575 if any terms of the consents referred to in Section 10.1(b) above have not been obtainedthis Agreement and Transfer restrictions under Applicable Law. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. If the Company proposes to undertake an issuance of New Securities, it shall give written notice to each Rights Holder of its intention to issue New Securities (athe "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have twenty (20) Not later than 30 calendar days after from the date of acceptance mailing of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value New Securities to be paid for purchased (not to exceed such Rights Holder's Pro Rata Share). Notwithstanding the Hull 2575 Intereststerms set forth in the Notice, and the other terms of the purchase each Rights Holder shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation pay cash for New Securities offered in the Notice. If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the Hull 2575 under this Article X right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase and the related Company shall promptly give each Rights Holder (if any) who has timely agreed to purchase and sale agreement if its full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the results failure of any searches, surveys, tests or inspections conducted pursuant Nonpurchasing Holder to paragraph purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (iii) above are, in the reasonable opinion "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor Nonpurchasing Holder's unpurchased Pro Rata Share of such offering on a pro rata basis according to the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any relative Pro Rata Shares of the consents referred to in Section 10.1(b) above have not been obtainedPurchasing Rights Holders at any time within five business days after receiving the Overallotment Notice. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that a Plains Entity acquires a Restricted Business comprised of assets valued in excess of $10 million, as determined by the Board of Directors of Plains Resources, then not later than 30 days after the consummation of the acquisition by such Plains Entity of the Restricted Business, such Plains Entity shall notify the General Partner of such purchase and offer the Partnership the opportunity to purchase such Restricted Business. As soon as practicable, but in any event, within 30 days after receipt of such notification, the General Partner shall notify the Plains Entity that either (i) the General Partner has elected, with the approval of the Conflicts Committee, not to cause a member of the Partnership Group to purchase such Restricted Business, in which event the Plains Entity shall be free to continue to engage in such Restricted Business, or (ii) the General Partner has elected to cause a member of the Partnership Group to purchase such Restricted Business, in which event the following procedures shall be followed: (a) Not later than 30 calendar days after The Plains Entity shall submit a good faith offer to the date of acceptance General Partner to sell the Restricted Business (the "Offer") to any member of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase on the Hull 2575 Interests terms and for fair market value pursuant to Section 10.1(a)the consideration stated in the Offer. (b) If a Partnership Group Member decides to exercise The Plains Entity and the option to purchase the Hull 2575 InterestsGeneral Partner shall negotiate in good faith, it will provide, within 24 months of for 60 days after receipt of notice pursuant such Offer by the General Partner, the terms on which the Restricted Business will be sold to Section 10.2(a)a member of the Partnership Group. The Plains Entity shall provide all information concerning the business, written notice to KNOT operations and finances of such exercise, Restricted Business as may be reasonably requested by the fair market value it proposes to pay for General Partner. (i) If the Hull 2575 Interests, Plains Entity and the other material General Partner agree on such terms within 60 days after receipt by the General Partner of the purchase. The decision to purchase the Hull 2575 InterestsOffer, the fair market value to be paid for the Hull 2575 Interests, and the other terms a member of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member shall purchase the Restricted Business on such terms as soon as commercially practicable after such agreement has been reached. (ii) If the Plains Entity and KNOT the General Partner are unable to agree on the fair market value terms of a sale during such 60-day period, the Plains Entity shall attempt to sell the Restricted Business to a Person that is not an Affiliate of the Hull 2575 Interests and/or Plains Entity (a "Non-Affiliate Purchaser") within nine months of the other material termstermination of such 60-day period. Any such sale to a Non-Affiliate Purchaser must be for a purchase price, as determined by the Board of Directors of Plains Resources, not less than 95% of the purchase price last offered by a member of the Partnership Group. (c) If, after the expiration of such nine-month period, the Partnership Group Member Plains Entity has not sold the Restricted Business to a Non-Affiliate Purchaser, it shall submit another Offer (the "Second Offer") to the General Partner within seven days after the expiration of such nine-month period. The Plains Entity shall provide all information concerning the business, operations and KNOT shall engage a mutually-agreed-upon investment banking firmfinances of such Restricted Business as may be reasonably requested by the General Partner. (i) If the General Partner, ship broker or other expert advisor to determine with the fair market value concurrence of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable Conflicts Committee, elects not to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf cause a member of the Partnership Group Member and KNOT with respect to pursue the Hull 2575 Interests and reasonably requested by Second Offer, the Plains Entity shall be free to continue to engage in such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine Restricted Business. (ii) If the fair market value General Partner shall elect to cause a member of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member to purchase such Restricted Business, then the General Partner and KNOT are unable to the Plains Entity shall negotiate the terms of such purchase for 60 days. If the Plains Entity and the General Partner agree on such terms within 30 calendar 60 days after receipt by the General Partner of its engagement and furnish the Second Offer, a member of the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to shall purchase the Hull 2575 Interests for the fair market value and Restricted Business on the other such terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have such agreement has been madereached. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT If during such 60-day period, no agreement has been reached between the Plains Entity and the General Partner or a member of the Partnership, the Plains Entity and the General Partner will provide customary representations engage an independent investment banking firm with a national reputation to determine the value of the Restricted Business. Such investment banking firm will determine the value of the Restricted Business within 30 days and warranties with respect to title furnish the Plains Entity and the General Partner its opinion of such value. The Plains Entity will pay the fees and expenses of such investment banking firm. Upon receipt of such opinion, the General Partner will have the option, subject to the Hull 2575 Interests and any other such matters as approval of the Conflicts Committee, to (A) cause a member of the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and Restricted Business for an amount equal to the related value determined by such investment banking firm or (B) decline to purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above aresuch Restricted Business, in which event the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group Plains Entity will be extinguishedfree to continue to engage in such Restricted Business.

Procedures. (a) Not later than 30 calendar days after The Company shall purchase from a Holder, pursuant to this Article VI, Notes if the date principal amount of acceptance such Notes is $1,000 or a multiple of $1,000 if so requested by such Holder. Any purchase by the Company contemplated pursuant to the provisions of this Article VI shall be consummated by the delivery of the Hull 2575 Change in Control Purchase Price to be received by Standard Marine, KNOT the Holder promptly following the later of the Change in Control Purchase Date or the time of book-entry transfer or delivery of the Notes. The Paying Agent shall promptly notify the Board and offer Company of the Board receipt by it of any Change in Control Purchase Notice. On or before 11:00 a.m., New York City time, on the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exerciseChange in Control Purchase Date, the fair market value it proposes to pay for Company shall deposit with the Hull 2575 Interests, and Paying Agent (or if the other material terms Company or an Affiliate of the purchase. The decision to Company is acting as the Paying Agent, shall segregate and hold in trust) cash (in respect of a cash purchase the Hull 2575 Interestsunder this Article VI or for fractional shares of Common Stock, the fair market value to be paid for the Hull 2575 Interestsas applicable) or Common Stock, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage or a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisorcombination thereof, as applicable, will have access sufficient to pay the proposed sale and purchase values and terms for aggregate Change in Control Purchase Price of the offer submitted Notes to be purchased pursuant to this Article VI. Payment by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf Paying Agent of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by Change in Control Purchase Price for such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value Notes (including delivery of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisorCommon Stock, as applicable) shall be made promptly following the later of the Change in Control Purchase Date and the time of book-entry transfer or delivery of such Notes. If the Paying Agent holds, will in accordance with the terms of this Indenture, cash and/or Common Stock, as the case may be, sufficient to pay the Change in Control Purchase Price of such Notes on the Change in Control Purchase Date, then, on and after such date, such Notes shall cease to be divided equally between outstanding and interest (including Liquidated Damages, if any) on such Notes shall cease to accrue, whether or not book-entry transfer of such Notes is made or such Notes are delivered to the Partnership Group Member Paying Agent, and KNOTall other rights of the Holder shall terminate (other than the right to receive the Change in Control Purchase Price upon delivery or transfer of the Notes). Nothing herein shall preclude the withholding of any tax required by law or regulations. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all cash and/or Common Stock, as the case may be, held by the Paying Agent for the payment of the Change in Control Purchase Price and shall notify the Trustee of any Default by the Company in making any such payment. The Company at any time may require a Paying Agent to deliver all cash and/or Common Stock, as the case may be, held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon receipt of such determinationdoing so, the Partnership Group Member will Paying Agent shall have the option, but not the obligation in to purchase the Hull 2575 Interests no further liability for the fair market value cash and/or Common Stock, as the case may be, delivered to the Trustee. All questions as to the validity, eligibility (including time of receipt) and on the other terms acceptance of any Notes for redemption shall be determined by the investment banking firmCompany, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) whose determination shall be final and binding. If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b)Holder of a repurchased Note is paid in shares of Common Stock, the applicable parties Company shall enter into pay any documentary, stamp or similar issue or transfer tax on such issue of shares of Common Stock. However, the Holder shall pay any tax which is due because the Holder requests the shares of Common Stock to be issued in a purchase and sale agreement for name other than the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOTHolder's name. The terms Paying Agent may refuse to deliver the certificates, representing the shares of Common Stock being issued in a name other than the purchase and sale agreement will include Holder's name until the following: (i) the Partnership Group Member will deliver Paying Agent receives a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration sum sufficient to pay any tax which will be paid by means due because the shares of equity of Common Stock are to be issued in a name other than the MLP, an interest-bearing promissory note or other form of consideration); (ii) Holder's name. Nothing contained herein shall preclude the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term withholding of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests tax required by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests law or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedregulations. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. If the Company proposes to undertake an issuance of New Securities, it shall give prior written notice to each Rights Holder of its intention to issue New Securities (athe “Notice”) Not later than 30 calendar describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have fifteen (15) business days after from the date of acceptance mailing of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase such Rights Holder’s Pro Rata Share (or any portion thereof) of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value New Securities to be paid for purchased (not to exceed such Rights Holder’s Pro Rata Share). Notwithstanding the Hull 2575 Intereststerms set forth in the Notice, and the other terms of the purchase each Rights Holder shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation pay cash for New Securities offered in the Notice. If any Rights Holder fails to so agree in writing within such fifteen (15) business day period to purchase such Rights Holder’s Pro Rata Share (or any portion thereof) of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the Hull 2575 under this Article X right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase and the related Company shall promptly give each Rights Holder (if any) who has timely agreed to purchase and sale agreement if its full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the results failure of any searches, surveys, tests or inspections conducted pursuant Nonpurchasing Holder to paragraph purchase such Nonpurchasing Holder’s full Pro Rata Share of such offering of New Securities (iii) above are, in the reasonable opinion “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor Nonpurchasing Holder’s unpurchased Pro Rata Share of such offering on a pro rata basis according to the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any relative Pro Rata Shares of the consents referred to in Section 10.1(bPurchasing Holders at any time within five (5) above have not been obtainedbusiness days after receiving the Overallotment Notice. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (a) Not later than the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 6.1 hereof. Each Rights Holder shall have 30 calendar days after the date (or such shorter period as may be agreed to by holders of acceptance at least 80% of the Hull 2575 then outstanding shares of Preferred Stock and Common Stock then held by Standard Marinethe Investors, KNOT shall notify the Board and offer the Board the opportunity voting together as a single class on an as-converted basis) from delivery of such Notice to cause any Partnership Group Member agree in writing to purchase such Rights Holder’s Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such 30 day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his, her or its Pro Rata Share of such exerciseNew Securities that he, the fair market value she or it proposes did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase his, her or its full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the purchase. The decision failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder’s full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committeerelative Pro Rata Shares of the Purchasing Rights Holders, at any time within 10 days after receiving the Overallotment Notice. If the Partnership Group Member and KNOT are unable consideration for any New Securities is in a form other than cash, each Rights Holder shall be entitled to agree on pay cash equal to the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses consideration to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedRights Holders’ rights hereunder. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (ai) Not later than 30 calendar days after Subject to clause (ii) below, each Elective Redemption of IBG Holdings Shares shall be effected in accordance with the date of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a)IBG Holdings Operating Agreement. (bii) If Except as otherwise provided in this clause (ii), each IBG Holdings Member who shall be entitled to cause the redemption of such IBG Holdings Member’s IBG Holdings Shares (or portion thereof) so redeemable in accordance with Section 4.1(a) hereto (an “Electing Member”) shall prepare and deliver to IBG Holdings and IBGI a Partnership Group written request in the form attached hereto as Exhibit C signed by such Electing Member decides (A) stating the number of IBG Holdings Shares that such Electing Member desires to exercise have redeemed and (B) certifying that such Electing Member is entitled to cause the option redemption of the IBG Holdings Shares specified by such Electing Member and that such Electing Member is the beneficial owner of such IBG Holdings Shares (each such request, a “Redemption Request”). A properly completed Redemption Request must be delivered to purchase IBG Holdings and IBGI not less than 60 days or more than 90 days prior to the Hull 2575 InterestsGeneral Redemption Date on which such Electing Member desires to effect the Elective Redemptions in accordance with this Section 4.1. Once delivered, it will provide, within 24 months of a Redemption Request shall be irrevocable. (iii) Upon receipt of notice pursuant all Redemption Requests relating to a given General Redemption Date, subject to Section 10.2(a4.3(c), written notice IBGI shall use its commercially reasonable efforts to KNOT consummate a Public Offering of a number of shares of Common Stock (adjusted per Section 5.1) approximately equal to the aggregate number of IBG Holdings Shares specified in such Redemption Requests. Upon consummation of such exercisePublic Offering, IBGI shall purchase from IBG Holdings that number of IBG LLC Shares equal to the fair market value it proposes aggregate number of IBG Holdings Shares specified in such Redemption Requests at a purchase price per share equal to pay for the Hull 2575 Interests, and offering price per share of Common Stock in such Public Offering minus any applicable underwriting discounts or placement agency fees (the other material terms “Public Offering Redemption Price”). IBG LLC shall bear the costs of the purchase. The decision to purchase the Hull 2575 InterestsPublic Offering other than (i) underwriting discounts or placement agency fees, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase which effectively shall be approved borne by the Conflicts Committee. If the Partnership Group Member IBG Holdings Members making such Redemption Requests and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The (ii) legal fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeselling IBG Holdings Members. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it will give at least twenty (a20) Not later than 30 calendar days after prior to the proposed issuance to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder will have fifteen (15) days from the date of acceptance receipt of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such fifteen (15) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder will forfeit the right hereunder to purchase that part of such exercise, the fair market value it proposes Nonpurchasing Holder's Pro Rata Share of such New Securities that such Nonpurchasing Holder did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company will promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the purchase. The decision failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value "Overallotment Notice"). Each Purchasing Holder will have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or the Purchasing Holders, or such other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters amount as the Partnership Group Member may approve, which approval will not be unreasonably withheld; Purchasing Holders shall determine among themselves by mutual agreement at any time within five (iv5) KNOT will grant to days after receiving the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedOverallotment Notice. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. If the Company proposes to undertake an issuance of New Securities, it shall give written notice to each Major Investor of its intention to issue New Securities (a) Not later than 30 calendar the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Major Investor shall have 20 days after from the date of acceptance mailing of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree to purchase such Major Investor’s Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating in such notice the quantity of New Securities to be purchased (not to exceed such Major Investor’s Pro Rata Share). If any Major Investor fails, within such 20-day period, to agree in writing to purchase such Major Investor’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right under this Agreement to purchase that part of his Pro Rata Share of such exerciseNew Securities that he did not so agree to purchase. Promptly after the expiration of such 20-day period, the fair market value it proposes Company shall give each Major Investor who has timely agreed to pay for the Hull 2575 Interests, and the other material terms purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the purchasenumber of the Nonpurchasing Holders’ unpurchased Pro Rata Share of such New Securities (the “Overallotment Notice”). The decision Each Purchasing Holder shall have the right to purchase the Hull 2575 Interests, the fair market value such Purchasing Holder’s Pro Rata Share (or any other share agreed to be paid for the Hull 2575 Interests, and the other terms by each Purchasing Holder) of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt Nonpurchasing Holders’ unpurchased Pro Rata Share of such determination, New Securities (the Partnership Group Member will have “Available Shares”) at any time within 10 days after receiving the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group MemberOverallotment Notice; provided, however, that the remaining term of any such indemnification with respect if more than one Purchasing Holder elects to the Hull 2575 purchase Available Shares, then each Purchasing Holder shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X number of Available Shares determined by multiplying the number of Available Shares by a fraction (converted to a percentage), the numerator of which is equal to the number of shares of Fully-Diluted Common Stock then owned by the Purchasing Holder and the related purchase and sale agreement if denominator of which is equal to the results aggregate number of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion shares of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedFully-Diluted Common Stock then owned by all Purchasing Holders. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities (ain a single transaction or a series of related transactions), it shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the “Participation Notice”), describing the amount and the type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities and such Participation Rights Holder’s Pro Rata Share of such New Securities. Each Participation Rights Holder shall have ten (10) Not later than 30 calendar business days after from the date of acceptance receipt of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Participation Notice to cause any Partnership Group Member agree in writing to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means up to such Participation Rights Holder’s Pro Rata Share of equity of the MLPsuch New Securities, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled shares of Participation Rights Holders who elect not to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events purchase their Pro Rata Share (“Oversubscription Shares”) or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations any amounts thereof, for the price and warranties with respect to title upon the terms and conditions specified in the Participation Notice. Such notice shall be given to the Hull 2575 Interests Company and state the quantity of New Securities to be purchased. If any other Participation Rights Holder fails to so agree in writing within such matters as ten (10) business day period to purchase such Participation Rights Holder’s full Pro Rata Share of an offering of New Securities, then such Participation Rights Holder shall forfeit the Partnership Group Member may approveright hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase. Such Participation Rights Holder shall purchase the portion elected by such Participation Rights Holder, which approval will not be unreasonably withheld; (iv) KNOT will grant to if any, concurrently with the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections closing of the Hull 2575 as transaction triggering the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities Right of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above areParticipation. If, in the reasonable opinion of the Partnership Groupaggregate, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option Participation Rights Holders desire to purchase more Oversubscription Shares than are available, such shares shall be allocated to the Hull 2575 Interests at Participation Rights Holders in proportion to the price determined number of Registrable Securities held by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguishedsuch Participation Rights Holders.

Procedures. (ai) Not later than 30 calendar days after the date of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests Warrants and the Warrant Shares pursuant to which KNOT a Put Right shall be obligated to sell consummated on a date selected by the Hull 2575 Interests Company upon at least 15 days' prior written notice to the Partnership Group Member and Holders which have given the Partnership Group Member relevant Put Notice(s), which date in no event shall be obligated earlier than the date 30 days, nor later than the date 60 days, after the determination of the Market Price of a share of Common Stock (the "Put Closing Date"). On the Put Closing Date, the Company shall purchase from the Holder or Holders which have given such Put Notice(s), and such Holder or Holders shall sell to the Company, the Warrants and/or the Warrant Shares specified in such Put Notice(s): (A) in the case of each Warrant Share so purchased, at a purchase price equal to the Hull 2575 Interests from KNOTPut Price Per Share as of the Put Notice Date; and (B) in the case of each Warrant so purchased at a purchase price equal to (1) the product of (x) the Put Price Per Share as of the Put Notice Date and (y) the number of Warrant Shares for which such Warrant is exercisable as of the Put Notice Date, minus (2) an amount equal to the aggregate Exercise Price as of the Put Notice Date for such number of Warrant Shares. The terms Payment of the purchase and sale agreement will include price for the following: (i) Warrants and/or the Partnership Group Member will deliver a cash purchase price (unless Warrant Shares so purchased by the Partnership Group Member and KNOT agree that the consideration will Company shall be paid made by means of equity of the MLP, an interest-bearing promissory note or other form of consideration);wire transfer in immediately available funds. (ii) If the Partnership Group will be entitled Company is prohibited from purchasing the Warrants and/or Warrant Shares put to the benefit it pursuant to a Put Notice because (A) of the indemnification existence of a contractual restriction as in effect on the Closing Date or contained in Article XIII any agreement or instrument governing or evidencing Senior Debt or (B) the Company does not have sufficient funds legally available therefor under applicable law or such purchase otherwise violates applicable law, then the Company shall give notice (a "Put Response Notice") to each Holder which has delivered such Put Notice of this Agreement for (x) the remaining term reason that it is unable to purchase all Warrants and Warrant Shares put to it pursuant to a Put Notice, including (1) if due to a deficiency, the computation thereof, and/or (2) if due to such a contractual restriction, the nature of the provisions which have been or would be breached and if such indemnification provisions are financial covenants, a computation of the amounts or ratios setting forth the deficiencies with respect to events or conditions associated such covenants, and (y) the aggregate amount of such Warrants and Warrant Shares, if any, which it will be able to lawfully purchase, which Put Response Notice shall be delivered within 30 days of the determination of the Market Price of a share of Common Stock and shall be given together with the operation notice of the Hull 2575 Put Closing Date, if any, given by the Company pursuant to the first sentence of Section 6.4(b)(i). Each such Holder shall have the right to withdraw its Put Notice by delivering a notice (a "Put Withdrawal Notice") to the Company at any time prior to the 10th day immediately preceding the Put Closing Date or if none is set in the Put Response Notice, prior to the 10th day immediately preceding the last day on which a Put Closing could occur pursuant to the first sentence of Section 6.4(b)(i) hereof. If any such Holders have not timely delivered Put Withdrawal Notices, unless prohibited by a contractual restriction which has not been waived by the requisite Persons, the Company thereupon shall purchase from such Holders the aggregate amount of Warrants and occurring before Warrant Shares, if any, it may purchase on such date with funds legally available under applicable law for such purpose. Such purchase shall be allocated among the date of acquisition Holders which have not timely delivered Put Withdrawal Notices pro rata, based on the ratio of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term number of any such indemnification with respect Warrant Shares put to the Hull 2575 shall be deemed Company (including Warrant Shares issuable upon the exercise of Warrants put to be not less than three years the Company) by each such Holder to the number of Warrant Shares put to the Company (including Warrant Shares issuable upon the exercise of Warrants put to the Company) by all such Holders. If the Company is prohibited from purchasing any Warrants and/or Warrant Shares upon the closing date exercise by a Holder of a Put Right for any of the acquisition reasons described in the first sentence of this Section 6.4(b)(ii), then the Hull 2575 Interests by Company shall use its commercially reasonable best efforts to increase its legally available funds under applicable law to an amount sufficient to enable it to purchase legally all Warrants and Warrant Shares put to it pursuant to a Put Notice and/or to obtain relief from any contractual or legal restriction in order to enable it to make the Partnership Group Member;required payments, including through effecting a Financing, obtaining the consent of requisite number of holders of Indebtedness or otherwise, in each case, as soon as possible. (iii) KNOT will provide customary representations If the Company is prohibited from purchasing some or all Warrants and/or Warrant Shares upon the exercise by a Holder of a Put Right for any of the reasons described in the first sentence of Section 6.4(b)(ii) and warranties such Holder shall not have timely delivered a Put Withdrawal Notice, then: (A) the Put Price Per Share for such Holder with respect to title such unpurchased Warrants and/or Warrant Shares shall become accruing liability of the Company with interest thereon commencing on the date of exercise of such Put Right through the date on which the related Warrants and/or Warrant Shares are purchased by the Company at a rate per annum equal to the Hull 2575 Interests 14%, compounded quarterly (such liability and any other interest being herein called the "Accruing Liability"); and (B) such matters obligation of the Company to purchase the Warrants and/or Warrant Shares of such Holder shall otherwise be deemed suspended for so long as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant and only to the Partnership Group Member extent that the rightCompany is unable to repurchase such Warrants and/or Warrant Shares after taking all the action described in the last paragraph of Section 6.4(b)(ii) (a "Put Postponement"); provided that, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections notwithstanding Section 6.1 of the Hull 2575 as the Partnership Group Member may deem desirablethis Agreement, so long as such surveysthe Accruing Liability shall remain outstanding the Holders shall not be entitled to receive any dividends or other 1. On any Put Reactivation Date (as defined below), tests the Accruing Liability shall become due and payable as to the Warrants and the Warrant Shares which may then be purchased. As used herein, "Put Reactivation Date" shall mean a date when the Put Postponement lapses in whole or inspections do not damage in part and the Hull 2575 or interfere with the activities obligation of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation Company to purchase Warrants and Warrant Shares shall no longer be deemed suspended to the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted same extent pursuant to paragraph clause (iiiB) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in this Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b6.4(b)(iii), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake ---------- an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (athe "Notice"), describing the ------ type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) Not later than 30 calendar days after from the date of acceptance mailing of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right --------------------- hereunder to purchase that part of his Pro Rata Share of such exercise, the fair market value it proposes New Securities that he did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the purchase. The decision failure ----------------- of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value "Overallotment Notice"). -------------------- Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or Purchasing Rights Holders, at any time within five (5) days after receiving the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeOverallotment Notice. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (ai) Not later than 30 calendar days after If any Exercising Shareholder desires to sell the date of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value Put Shares pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a8.1(a), written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase Exercising Shareholder shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access deliver to the proposed sale Company a written, unconditional and purchase values and terms for irrevocable notice (the offer submitted by “Put Exercise Notice”) exercising the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madePut Right. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) Within two (2) business days of receiving a Put Exercise Notice, the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term Company shall give notice of such indemnification with respect receipt to events or conditions associated with each Major Investor other than the operation of the Hull 2575 initial Exercising Shareholder, and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any each such indemnification with respect to the Hull 2575 Shareholder shall be deemed to have elected to participate in the Put Right (and become an Exercising Shareholder) unless a written notice of such Major Investor’s election not to so participate or be not less than three years from an Exercising Shareholder shall be received by the closing date Company within thirty (30) business days of the acquisition of the Hull 2575 Interests by the Partnership Group Member;Company’s notice. (iii) KNOT will provide customary representations By delivering the Put Exercise Notice or failing to elect not to participate in the Put Right, each Exercising Shareholder represents and warranties with respect to title warrants to the Hull 2575 Interests Company that (A) the Exercising Shareholder has full right, title and interest in and to the Shares, (B) the Exercising Shareholder has all the necessary power and authority and has taken all necessary action to sell such Shares as contemplated by this Section 8.1, and (C) the Shares are free and clear of any and all mortgages, pledges, security interests, options, rights of first offer, encumbrances or other such matters restrictions or limitations of any nature whatsoever other than those arising as a result of or under the Partnership Group Member may approve, which approval will not be unreasonably withheld;terms of this Agreement. (iv) KNOT will grant Subject to Section 8.1(c) below, the Partnership Group Member closing of any sale of Shares pursuant to this Section 8.1 shall take place no later than 90 days following receipt by the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections Company of the Hull 2575 as Put Exercise Notice. The Company shall give the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities Exercising Shareholder at least 10 days’ written notice of the KNOT Entities or Standard Marine thereon and so long as date of closing (the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained“Put Right Closing Date”). (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not later than 30 calendar days after The Company shall have the date of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides right to exercise the option FMV Repurchase Option and/or the NFMV Repurchase Option by delivering a written notice (a "Company Election Notice") to purchase the Hull 2575 Interests, it will provide, Class C Holder(s) within 24 months 45 days following the effectiveness of receipt the Separation Event giving rise to such right. The Company Election Notice shall state (i) the number of notice Class C Units being repurchased pursuant to Section 10.2(athe FMV Repurchase Option and (ii) the number of Class C Units being repurchased pursuant to the NFMV Repurchase Option. In the event the Company exercises both the FMV Repurchase and the NFMV Repurchase Option, the Company shall consummate its purchase of such Class C Units and pay the purchase price therefor promptly following determination of the Fair Market Value of the Units subject to the FMV Repurchase Option, but no later than the 120th day following receipt by the Class C Holder(s) of the Company Election Notice, subject to extension as provided below (the "Expiration Date"). In the event the Company exercises the NFMV Repurchase Option but not the FMV Repurchase Option, the Company shall consummate its purchase of such Units on or - 55 - before the Expiration Date. At the closing of any such purchase (a "Repurchase Closing"), written notice to KNOT of such exercise, (i) the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase Class C Holder(s) shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and deliver any documentation reasonably requested by the Company and necessary to transfer such investment banking firmClass C Units to the Company and (ii) the Company shall deliver in cash or otherwise in immediately available funds to the Class C Holder(s) the purchase price being paid by the Company for such Class C Units; provided, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine that the fair market value following events shall each be a condition precedent to a Repurchase Closing to the extent relating to an exercise of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the optionFMV Repurchase Option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: NFMV Repurchase Option: (i) the Partnership Group Member will deliver a cash purchase price (unless receipt by the Partnership Group Member Class C Holder(s) of any severance amount due to it pursuant to the Management Services Agreement in connection with the Separation Event that gave rise to such repurchase by the Company and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will receipt by the Class C Holder(s) of any purchase price due to it pursuant to an exercise by Dartford or its Permitted Transferees of the Company Repurchase Obligation (as defined in Schedule D to this Agreement). In the event the Repurchase Closing is not completed by the Expiration Date, the FMV Repurchase Option and the NFMV Repurchase Option shall terminate and be entitled of no further force and effect as of the Expiration Date, and the Class C Holder(s) shall continue to hold the Class C Units. The Expiration Date shall be subject to automatic extension as provided herein. In the event that a distribution by the Operating Company to MBW Holdings or by MBW Holdings to the benefit Company of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect amount necessary to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of pay (i) any such indemnification with respect severance amount due to the Hull 2575 shall be deemed Class C Holder(s) pursuant to be not less than three years from the closing date of Management Services Agreement, (ii) any purchase price due to Dartford or its Permitted Transferees pursuant to the acquisition of the Hull 2575 Interests by the Partnership Group Member; Company Repurchase Obligation, or (iii) KNOT will provide customary representations and warranties with respect to title any purchase price payable to the Hull 2575 Interests and Class C Holder(s) upon exercise of the FMV Repurchase Option or the NFMV Repurchase Option would violate any other such matters as the Partnership Group Member may approve, which approval will covenant or otherwise not be unreasonably withheld; (iv) KNOT will grant permitted under the credit agreement or indenture relating to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections Chase Borrowings or senior subordinated indebtedness of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests Company or inspections do not damage the Hull 2575 or interfere with the activities any Subsidiary of the KNOT Entities or Standard Marine thereon and so long as Company, the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) Expiration Date shall be automatically extended to the Partnership Group Member will have seventh day following the right to terminate its obligation to purchase date on which the Hull 2575 under this Article X and the related purchase and sale agreement if the results making of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined such distributions by the investment banking firmOperating Company and MBW Holdings, ship broker respectively, would not violate such covenants or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguishedagreements.

Procedures. The offering party shall first obtain a bona fide written offer (athe “Offer”) Not later than 30 calendar days after the date of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests shares of Common Stock or preferred stock held by such party (the “Offered Stock”) for fair market value pursuant to Section 10.1(aa fixed cash price (which may be payable over time). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise. The Offer shall set forth its date, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interestsproposed price per share, and the other terms and conditions upon which the purchase is proposed to be made, as well as the name and address of the purchase prospective purchaser. The term “prospective purchaser” means the prospective record owner or owners of the Offered Stock and all other persons and entities proposed to have a beneficial interest in the Offered Stock. The offering party shall be approved transmit copies of the Offer to the Company, the Investors and the Prior Investors (other than the Litigants) within seven (7) days after receipt of the Offer. Transmittal of the Offer to the Company, the Investors and the Prior Investors shall constitute offers (subject to acceptance in the order set forth below) to sell all but not less than all of the Offered Stock to the Company, the Investors and the Prior Investors at the price and upon the terms set forth in the Offer. For a period of twenty (20) days (or to the extent applicable, such shorter period as it may take for the Company to decline such Offer) after the submission of the Offer to the Company, the Company shall have the exclusive option, exercisable by written notice to the Conflicts Committeeoffering party with a copy to the Investors and Prior Investors, to accept all, but not less than all the Offered Stock at the price and upon the terms set forth in the Offer. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and Offered Stock is not accepted for purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree Company within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: twenty (i20) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 day period it shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title offered to the Hull 2575 Interests Investors and any Prior Investors (other such matters as than the Partnership Group Member may approveLitigants), which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member who shall have the right, exercisable at by written notice to the Partnership Group Member’s risk and expenseoffering party within an additional period of fifteen (15) days, to make such surveys, tests and inspections purchase their Pro Rata Portion of all of the Hull 2575 as remaining Offered Stock (the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v“Remaining Offered Stock”) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by and upon the investment banking firmterms set forth in the Offer. If an Investor or Prior Investor elects to purchase his, ship broker her or its full Pro Rata Portion (an “Electing Investor”) of the Remaining Offered Stock, then such Electing Investor shall have a right of over-allotment such that if any other expert advisor under Section 10.2(b)party fails to purchase a full Pro Rata Portion of the Remaining Offered Stock, all future such Electing Investor may purchase, on a pro rata basis with other Electing Investors, that portion of the Remaining Offered Stock which such other party elected not to purchase. Each Electing Investor shall specify in a notice to the Company whether such Electing Investor also elects to purchase his, her or its pro rata portion of such Remaining Offered Stock, if any. If the Company, the Investors and the Prior Investors do not exercise their rights to purchase collectively all of the Hull 2575 Interests Offered Stock within the period set forth in this Section 4.1, the rights of the Company, the Investors and the other Prior Investors under this Section 4.1 shall terminate; provided that if the proposed transfer to the prospective purchaser is not consummated in accordance with the terms and conditions of the Offer, the offering party shall not be entitled to transfer the Offered Stock unless it is first reoffered to the Company, the Investors and the Prior Investors on the different terms and conditions in accordance with the foregoing procedures of this Section 4.1. Moreover, if the Offered Stock is not transferred to the prospective purchaser pursuant to the terms and conditions of the Offer within a period of ninety (90) days after a copy of the Offer is received by the Partnership Group will Company, the Investors and the Prior Investors, the Offered Stock may not be extinguishedtransferred pursuant to this Section 4.1 until it has been reoffered to the Company, the Investors and the Prior Investors in accordance with the foregoing procedures of this Section 4.1.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (athe "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have twenty (20) Not later than 30 calendar days after from the date of acceptance mailing of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such exercise, the fair market value it proposes New Securities that he did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the purchase. The decision failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or Purchasing Rights Holders, at any time within ten (10) days after receiving the other material terms, Overallotment Notice. Rights Holders exercising the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value right of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation first refusal set forth in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under this Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for 3 may pay the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: price for such securities (i) the Partnership Group Member will deliver a in cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLPcheck) or by wire transfer, an interest-bearing promissory note or other form of consideration); (ii) by cancellation of any outstanding debt and/or accrued interest, including the Partnership Group will be entitled Notes, owed by the Company to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group MemberRights Holder; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to by exchange of the Hull 2575 Interests and any other such matters as Company's securities held by Rights Holder at the Partnership Group Member may approve, which approval will not be unreasonably withheld; Fair Market Value thereof or (iv) KNOT will grant to the Partnership Group Member the rightby a combination of (i), exercisable at the Partnership Group Member’s risk (ii) and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained). (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. The Company will give iStar written notice (aa “Top Up Issuance Notice”) Not of its intention to issue New Common Stock in a Top Up Issuance as soon as practicable, but in no event later than 30 calendar days after the date time authorization for such Top Up Issuance is granted by the Board. The Top Up Issuance Notice shall describe the price (or range of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(aprices), written notice anticipated number of shares of New Common Stock to KNOT of such exercisebe issued, the fair market value it proposes to pay for the Hull 2575 Interests, timing and the other material terms of the purchase. The decision Top Up Issuance, as well as the number of shares of New Common Stock that iStar is entitled to purchase pursuant to the Hull 2575 Interests, Top Up Right. iStar will have five Business Days from the fair market value date of the Top Up Issuance Notice to be paid for advise the Hull 2575 Interests, Company in writing (a “Top Up Issuance Exercise Notice”) that it intends to exercise its Top Up Right and the other terms applicable number of the purchase shall shares of New Common Stock it determines to acquire. A Top Up Right may be approved by the Conflicts Committeeexercised in whole or in part. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage iStar delivers a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT Top Up Issuance Exercise Notice with respect to a Top Up Issuance, then closing for iStar’s Top Up Right will be contingent upon, and will take place simultaneously with, or within five Business Days after, the Hull 2575 Interests and reasonably requested closing of such Top Up Issuance. Failure by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine iStar to deliver a Top Up Issuance Exercise Notice within five Business Days from the fair market value date of delivery of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT Top Up Issuance Notice shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms deemed a waiver of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification iStar’s Top Up Right with respect to events or conditions associated with the operation such Top Up Issuance. iStar agrees that it will, and will cause each member of the Hull 2575 and occurring before Stockholder Group to, maintain the date confidentiality of acquisition of the Hull 2575 Interests any information included in any Top Up Issuance Notice delivered by the Partnership Group Member; provided, however, Company unless otherwise required by law or subpoena. iStar acknowledges that the remaining term information included in any Top Up Issuance Notice may constitute material non-public information and effecting an acquisition or disposition of any Company securities while in possession of such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date material non-public information may constitute a violation of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedU.S. federal securities laws. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (athe “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have fifteen (15) Not later than 30 calendar days after from the date of acceptance deemed delivery of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase such Rights Holder’s Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such fifteen (15) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of such exercise, the fair market value it proposes Holder’s Pro Rata Share of such New Securities that such Holder did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase such Holder’s full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the purchase. The decision failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder’s full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or the other material termsPurchasing Holders, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value at any time within five (5) days after deemed delivery of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeOverallotment Notice. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. A. If, in accordance with this ARTICLE 3, the Company determines to issue additional Equity Securities, it shall cause an officer to give each Stockholder having pre-emptive and related rights hereunder notice, specifying in reasonable detail the nature and type of securities being offered and the price at which they are being offered, at least twenty-one (a21) days before issuing any such securities. Within twenty (20) days of the receipt of that notice, each Stockholder shall have the right, by giving notice to the designated officer, but not the obligation, to purchase the securities being offered as provided herein. B. Any Stockholder desiring to exercise its pre-emptive and related rights hereunder must give to the Company written notice of its election to purchase up to a specified number of the securities proposed to be offered by the close of business on the twentieth day after the notice required by SECTION 3.2 was given to it. Such response shall set forth the Stockholder's acceptance of the offer and designate a number of Shares (or, if applicable, a value of securities) to be purchased by such Stockholder, which number may be fewer than, equal to, or more than the number of Shares that such Stockholder has a right to purchase under SECTION 3.1. If any Stockholder does not elect to purchase all of the offered Equity Securities that it has right to purchase under SECTION 3.1, the securities remaining shall be allocated to each other electing Stockholder in one or more successive allocations, up to the number or amount of securities specified in the election, pro rata, in the same proportion as the total number of Common Shares held by that electing Stockholder bears to the total number of issued and outstanding Shares held by all electing Stockholders electing to purchase more than the maximum number of shares that they are entitled to purchase. C. Not later than 30 calendar ten (10) days after the date on which this offer of acceptance rights expires, the Company shall notify each electing Stockholder of the Hull 2575 by Standard Marine, KNOT shall notify the Board time and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months place of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exerciseclosing, the fair market value it proposes number or amount of securities allotted to pay for the Hull 2575 Interestsit, and the other material terms of the purchase. The decision purchase price therefor, whereupon each such electing stockholder shall become legally obligated to purchase such securities at the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value price and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeoffered. (c) If a Partnership Group Member chooses to exercise its option to purchase D. Following the Hull 2575 Interests under Section 10.2(b)expiration of the offer and the giving of the notice required by SECTION 3.2A, the applicable parties shall enter into a purchase Company may thereafter offer and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have Equity Securities not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined purchased by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights Stockholders for a period of one hundred twenty (120) days on the terms and conditions set forth in the original notice to purchase the Hull 2575 Interests by Stockholders. Any of the Partnership Group will Equity Securities not sold during that period may not thereafter be extinguishedsold without first complying with the requirements of this ARTICLE 3.

Procedures. (a) Not later The Company will send a written notice of mandatory exchange (the "Mandatory Exchange Notice") by mail to each holder of record of Securities not fewer than 30 calendar days after the date of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar nor more than 60 days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of fixed for such exchange (the Hull 2575 Interests by the Partnership Group Member"Mandatory Exchange Date"); provided, however, that no failure to give such notice nor any deficiency therein shall affect the remaining term validity of the procedure for the exchange of any such indemnification with respect Securities to be exchanged except as to the Hull 2575 holder or holders to whom the Company has failed to give said notice or except as to the holder or holders whose notice was defective. The Mandatory Exchange Notice shall state: (1) the Mandatory Exchange Date; (2) that the holder is to surrender to the Company, in the manner and at the place or places designated, his certificate or certificates representing the Securities; (3) that (a) interest on the Securities shall cease to accrue on such Mandatory Exchange Date and (b) after the Exchange Date, all Securities shall be deemed to have been paid in full and to be not less than three years from no longer outstanding for any purposes under this Indenture except to evidence the closing date right of the acquisition Holder thereof to receive the shares of Series C Preferred Stock issuable in exchange therefor and the Hull 2575 Interests by payment of all accrued and unpaid interest on the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title Securities to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above areMandatory Exchange Date, in either case whether or not certificates for Securities are 96 surrendered for exchange on such Mandatory Exchange Date unless the reasonable opinion Company shall default in the delivery of shares of Series C Preferred Stock or in the Partnership Group, unsatisfactorypayment of all accrued interest; and (vi4) neither KNOT nor that dividends on the applicable Partnership Group Member shares of Series C Preferred Stock shall have any obligation to sell accrue from the Mandatory Exchange Date whether or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedcertificates for Securities are surrendered for exchange on such Mandatory Exchange Date. (db) If a Partnership Group Member chooses On and after the Mandatory Exchange Date, interest will cease to accrue on the Outstanding Securities, and all rights of the Holders of Securities (except the right to receive shares of Series C Preferred Stock and an amount in cash, to the extent applicable, equal to the accrued and unpaid interest to the Mandatory Exchange Date) will terminate. The person entitled to receive the Series C Preferred Stock issuable upon such exchange will be treated for all purposes as the registered holder of such shares of Series C Preferred Stock. (c) Each holder of Securities shall surrender the certificate or is deemed to have chosen not to exercise its option to purchase certificates representing such Securities, in the Hull 2575 Interests manner and at the price place designated in the Mandatory Exchange Notice; provided that no failure by any Holder to surrender properly any Security shall affect in any manner whatsoever the validity of the exchange (or deemed exchange) of such Security or any other Security pursuant to this Article XIV. The Company shall cause the shares of Series C Preferred Stock to be issued on the Mandatory Exchange Date and all accrued interest on the Securities through the Mandatory Exchange Date to be paid or otherwise set apart for the holders of Securities and, upon surrender in accordance with the Exchange Notice of the certificates for any Securities so exchanged, duly endorsed (or otherwise in proper form for transfer, as determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(bCompany), all future rights to purchase the Hull 2575 Interests such Securities shall be exchanged by the Partnership Group will be extinguishedCompany into shares of Series C Preferred Stock. The Company shall pay dividends on the shares of Series C Preferred Stock at the rate and on the dates specified in the Series C Schedule from the Mandatory Exchange Date.

Procedures. In the event that the Company proposes to undertake ---------- an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (athe "Notice"), describing the ------ type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have twenty (20) Not later than 30 calendar days after from the date of acceptance receipt of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such Notice to cause any Partnership Group Member agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise price and upon the option to purchase general terms specified in the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), Notice by giving written notice to KNOT the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall -------------------- forfeit the right hereunder to purchase that part of his Pro Rata Share of such exercise, the fair market value it proposes New Securities that he did not so agree to pay for the Hull 2575 Interests, purchase and the other material terms Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written ----------------- notice of the purchase. The decision failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Hull 2575 Interests, the fair market value "Overallotment Notice"). Each Purchasing Holder shall have a right of -------------------- overallotment such that such Purchasing Holder may agree to be paid for the Hull 2575 Interests, and the other terms purchase a portion of the purchase shall be approved by Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value relative Pro Rata Shares of the Hull 2575 Interests and/or Purchasing Rights Holders, at any time within ten (10) days after receiving the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeOverallotment Notice. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not later If the Company proposes to undertake an issuance of New Securities (other than 30 calendar the Initial Rights Offering, the transactions contemplated by the Securities Purchase Agreement or any Follow On Rights Offering), it shall give written notice to the Stockholder of its intention to issue New Securities (the “ROFO Notice”), describing the type of New Securities and the price and the terms upon which the Company proposes to issue such New Securities. The Stockholder (or its designee) shall have 15 days after the date from receipt of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity any such ROFO Notice to cause any Partnership Group Member agree to purchase up to the Hull 2575 Interests Stockholder’s Pro Rata Share of such New Securities for fair market value pursuant the price and upon the terms specified in the ROFO Notice by giving written notice to Section 10.1(athe Company and stating in such notice the quantity of New Securities to be purchased (not to exceed the Stockholder’s Pro Rata Share). (b) If a Partnership Group Member decides the Stockholder (or its designee) fails to exercise the option provide such written notice within such 15 day period or provides written notice that it elects not to purchase all or any portion of the Hull 2575 InterestsNew Securities, it will providethen the Company shall have 90 days from the expiration of the periods set forth above to sell all or any New Securities that were not agreed to be purchased by the Stockholder, within 24 months of receipt of notice pursuant at a price not less than, and upon terms not materially more favorable to Section 10.2(a), written notice to KNOT the purchasers of such exerciseNew Securities than, specified in the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts CommitteeROFO Notice. If the Partnership Group Member Company has not issued and KNOT are unable to agree on sold such New Securities within such period, then after such period the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT Company shall engage a mutually-agreed-upon investment banking firm, ship broker not issue or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT sell any New Securities without again first complying with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but this Error! Reference source not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madefound. (c) If a Partnership Group Member chooses to exercise the Stockholder (or its option designee) provides written notice within such 15 day period that it elects to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale any or all of the Hull 2575 Interests pursuant New Securities, then the Company and the Stockholder (or its designee) shall promptly thereafter proceed to which KNOT consummate the sale or issuance of New Securities by the Company to the Stockholder (or its designee) on the terms set forth in the ROFO Notice. The Company and its board of directors shall also take all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under the Rights Agreement or any other rights agreement) or other similar anti-takeover provision under the Company’s charter, bylaws or similar charter documents or the laws of its state of incorporation that is or could become applicable to the Company as a result of the Company and the Stockholder (or its designee) consummating any such sale or issuance of New Securities by the Company to the Stockholder (or its designee). Any such sale or issuance to the Stockholder (or its designee) shall be obligated subject to sell the Hull 2575 Interests to the Partnership Group Member compliance with applicable federal and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedstate securities laws. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. In order to trigger the Equity Conversion, the Required Holders shall provide a written notice of Equity Conversion (athe “Conversion Voting Notice”) Not to the Trustee and the Company, signed by the Required Holders or their legal representatives (together with DTC or Euroclear participant or custodian confirmation of the Required Holders’ beneficial ownership of the Notes). As promptly as practicable after the receipt by the Company of the Conversion Voting Notice, the Company and the Junior PIK Notes Director (or, if the Junior PIK Notes Director is not serving for any reason, the Required Holders pursuant to a written notice to the Trustee and the Company, signed by the Required Holders or their legal representatives, certifying and providing evidence that the signatories of such notice are Holders who together hold more than 50% in outstanding principal amount of the Notes (excluding any Holders that are Affiliates of the Company)) shall mutually select an independent investment banking firm of national standing (the “Appraiser”) that shall determine the conversion rate per US$1,000 principal amount of Notes (including voting rights) for the Equity Conversion (the “Conversion Rate”) based on the Company’s total equity value as of the date of the Conversion Voting Notice. As promptly as practicable and not later than 30 calendar 10 Business Days after the Conversion Rate has been delivered in writing to the Company by the Appraiser, the Company, or the Trustee at the direction of the Company, shall mail a notice (the “Conversion Notice”) to the Holders, with a copy to the Trustee. The Conversion Notice, which shall govern the terms of the settlement of the Equity Conversion, shall include such disclosures as are required by applicable law and shall state, to the extent applicable: (i) the effective date of the Equity Conversion (the “Conversion Date”), which shall be a date that is at least 10 days but not more than 60 days after the date of acceptance the Conversion Notice, subject to any adjustments that may be required by the Company’s bylaws or applicable law; (ii) the Conversion Rate; (iii) any additional steps or procedures necessary to implement the Equity Conversion, including any such steps or procedures that may be required by the Company’s bylaws or applicable law; and (iv) the name and address of the Hull 2575 Paying Agent and any other agent with responsibilities relating to the Equity Conversion. Unless and until the Trustee shall receive a Conversion Notice, the Trustee may assume without inquiry that no Equity Conversion has occurred. On the Conversion Date, the Company shall issue and shall deliver or shall cause issuance and delivery to each Holder at the office or agency maintained by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests Company for fair market value such purpose pursuant to Section 10.1(a). (b) If 4.02, a Partnership Group Member decides to exercise certificate or certificates for the option to purchase number of Company Shares issuable upon the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT conversion of such exerciseHolder’s Notes at the Conversion Rate, in accordance with the Company’s bylaws and applicable law. Upon the settlement of the Equity Conversion on the Conversion Date, the fair market value it proposes Trustee shall promptly cancel all outstanding Notes and PIK Interest shall cease to pay for the Hull 2575 Interests, and the other material terms of the purchaseaccrue on such Notes. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase Each conversion shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable deemed to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT been effected with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and Notes on the other terms determined by the investment banking firmConversion Date, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note Person in whose name any certificate or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement certificates for the remaining term of Company Shares are issuable upon such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 conversion shall be deemed to be not less than three years from have become on such date the closing date holder of record of the acquisition Company Shares represented thereby. No fractional Company Shares shall be issued upon conversion of Notes. If any fractional portions of Company Shares would otherwise be issuable upon the Hull 2575 Interests by conversion of any Notes, the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title Company shall deliver a number of Company Shares rounded up to the Hull 2575 Interests and nearest whole number of Company Shares. The Company shall not take any other such matters as action pursuant to this Article XI without complying, if applicable, with any applicable rules of any stock exchange on which the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable Company Shares are listed at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedrelevant time. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. If Lessee elects option (a) Not later than 30 b), Lessee shall use its best efforts throughout the Sales Period to obtain a purchaser or purchasers for the Units which are not Schedule II-2 affiliated in any way with Lessee. Owner Trustee may direct Lessee to hire and pay for sales agents as directed by Owner Participant. Except as otherwise provided below, any sale by Lessee shall be for the highest cash bid submitted to Lessee, including any bid submitted by Owner Trustee or any Owner Participant. The determination of the highest bid shall be made by Owner Trustee with the consent of the Owner Participant at the end of the Sales Period, except as otherwise provided below. Owner Trustee may accept any bid solicited by Lessee or its agent, in which case Lessee agrees to maintain the Units in accordance with the condition herein provided. Neither Owner Trustee nor any Owner Participant shall have any responsibility for procuring any purchaser. If, nevertheless, Owner Trustee or any Owner Participant undertakes any sales efforts, Lessee shall promptly reimburse Owner Trustee or such Owner Participant for any charges, costs and expenses incurred in such effort, including any allocated time charges, costs and expenses of internal counsel or other attorneys' fees. To facilitate the sale of the Units and to assure the best possible sales price for the Units, Lessee, at its expense, shall do, at least, all of the following (which, shall be in addition to, and not in limitation of, Lessee's obligations under the Lease, including, without limitation, its obligations to insure the Units and make rental payments). By the last day of the first calendar days month after the date of acceptance commencement of the Hull 2575 Sales Period (the "Redelivery Period"), Lessee at its expense, (i) shall have removed all of the Units from service in the Lessee's business, (ii) shall have tested all of the Units to ensure that they comply with the requirements of Annex III, and (iii) shall have certified to each Owner Participant and Owner Trustee that the Units at that time comply with such requirements. Lessee shall maintain the Units in the condition required by Standard MarineSection 4 during the Sales Period and thereafter until such Units are returned pursuant hereto. Lessee shall allow and pay for unlimited inspection of telemetry logs and other records and testing by potential purchasers, KNOT Owner Trustee and any Owner Participant, and shall notify pay the Board travel costs for all inspectors and offer testers, as well as any fees charged by governmental or industry testing agencies and testing companies. Lessee shall promptly provide any information, records or computer printouts (other than U.S. Government classified information) requested by Owner Trustee, any Owner Participant or potential purchasers, including records of all maintenance of or repair to each Unit prior to or during the Board term of the opportunity Lease and original manufacturers' operating specifications. Lessee shall be responsible for all costs of sale and in order to facilitate a sale shall provide, or cause to be provided, at Lessee's expense, such equipment and ancillary facility configurations, repairs, corrections and modifications as shall be necessary or desirable to Owner Trustee, any Partnership Group Member Owner Participant or any purchaser. If requested, Lessee shall provide financing to one or more qualified creditworthy purchasers at a rate not higher than the purchasers' standard commercial borrowing rates and on standard terms and conditions to enable the purchasers to purchase the Hull 2575 Interests Units and pay cash to the Owner Trustee. On behalf of purchasers, Lessee, at its expense, shall continue to maintain and insure Units until the purchaser's revenue start date, as indicated by the purchaser. Lessee shall inspect and certify that each Unit at the date the Lease terminates meets all such requirements and all requirements of the Lease. During the last year of Schedule II-3 the term of the Lease, Lessee shall not acquire, by purchase, lease or otherwise, and shall prevent any person or entity directly or indirectly controlling, controlled by or in common control with Lessee from acquiring, by purchase, lease or otherwise, more units (or the use of more units) of a type or types similar to the Units unless and only to the extent that Lessee is properly compelled by a court of competent jurisdiction to do so (and Lessee acknowledges and agrees that the Owner Participants may be unwilling to make the Units available to Lessee for fair market value pursuant such purposes). Lessee shall warrant to Section 10.1(a). Owner Trustee, Owner Participants and any purchaser absolutely and without condition that the Units will be in the condition described in Annex III to this Schedule upon their sale to such purchaser, and that the Units will operate in accordance with their original manufacturers' specifications for at least a period equal to 12 years minus the Term. In addition, Lessee shall warrant to Owner Participants and any purchaser that the fuel on the satellite in which the Units are contained is sufficient to provide for a geosynchronous orbit of such satellite at its orbital position of 123(0) West Longitude (or such other orbital slot as the Federal Communications Commission has approved or required) for at least a period equal to 12 years minus the Term. Lessee shall provide access to the Units for purchasers and Owner Participants, including codes and encryption devices, and take all actions within Lessee's power to cause to be transferred to such purchaser all permits, licenses or other rights or privileges necessary to operate the Units, including but not limited to any Federal Communications Commission position, operating or frequency licenses. If (x) option (b) If is in effect at the end of the Term but Lessee has been unable to sell a Partnership Group Member decides Unit to exercise an unaffiliated person during the Sales Period and (y) the total amount paid by Lessee to Owner Trustee (including any proceeds of sales of Units) pursuant to option (b) at the end of the Lease term is less than the amount specified in option (a), at the option to purchase of the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exerciseOwner Trustee, the fair market value it proposes absolute title to pay for each unsold Unit at the Hull 2575 Interestsend of the Term shall vest in Owner Trustee, free and clear of any rights of redemption or other rights of Lessee, and the other material terms of the purchase. The decision to purchase the Hull 2575 InterestsLessee shall, the fair market value to be paid for the Hull 2575 Interestsat Lessee's expense, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably if requested by Owner Trustee or Owner Participants, do any further acts and execute, acknowledge, deliver, file, register and record any further documents which Owner Trustee or any Owner Participant may reasonably request in order to establish and confirm Owner Trustee's or such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member Owner Participant's title and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been maderights. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. The Company will give Investor written notice (aa “Large Issuance Notice”) Not of its intention to issue New Common Stock in a Large Issuance as soon as practicable, but in no event later than 30 calendar days after the date time authorization for such Large Issuance is granted by the Board; provided that the Company shall not deliver any Large Issuance Notice to the Investor if the Company shall have received an Opt-Out Notice form the Investor, for so long as the Opt- Out Notice remains in effect in accordance with its terms. The Large Issuance Notice shall describe the price (or range of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(aprices), written notice anticipated number of shares of New Common Stock to KNOT of such exercisebe issued, the fair market value it proposes to pay for the Hull 2575 Interests, timing and the other material terms of the purchase. The decision Large Issuance, as well as the number of shares of New Common Stock that Investor is entitled to purchase pursuant to the Hull 2575 Interests, Large Issuance Top Up Right. Investor will have ten (10) Business Days from the fair market value date of the Large Issuance Notice to be paid for advise the Hull 2575 Interests, Company in writing (a “Large Issuance Exercise Notice”) that it intends to exercise its Large Issuance Top Up Right and the other terms applicable number of the purchase shall shares of New Common Stock it determines to acquire. Subject to Section 2.3 below, a Large Issuance Top Up Right may be approved by the Conflicts Committeeexercised in whole or in part. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage Investor delivers a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT Large Issuance Exercise Notice with respect to the Hull 2575 Interests and reasonably requested by such investment banking firma Large Issuance, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, then closing for Investor’s Large Issuance Top Up Right will be divided equally between the Partnership Group Member contingent upon, and KNOT. Upon receipt of such determinationwill take place simultaneously with, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after, the closing of such Large Issuance. If Investor determines that an advance filing is required under the ▇▇▇▇-▇▇▇▇▇- ▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”) or any other antitrust law (collectively with the HSR Act, the “Antitrust Laws”) in connection with its acquisition of New Common Stock in a Large Issuance, then closing for Investor’s Large Issuance Top Up Right shall not occur until after determinations all clearances, authorizations, consents, or waiting period expirations or terminations as may be required under any Antitrust Law have been made. obtained. Failure by Investor to deliver a Large Issuance Exercise Notice within ten (c10) If a Partnership Group Member chooses to exercise its option to purchase Business Days from the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale date of delivery of the Hull 2575 Interests pursuant to which KNOT Large Issuance Notice shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms deemed a waiver of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification Investor’s Large Issuance Top Up Right with respect to events or conditions associated with the operation such Large Issuance. Investor agrees that it will, and will cause each member of the Hull 2575 and occurring before Stockholder Group to, maintain the date confidentiality of acquisition of the Hull 2575 Interests any information included in any Large Issuance Notice delivered by the Partnership Group Member; providedCompany unless otherwise required by law, howeverregulation, government order or subpoena. Investor acknowledges that the remaining term information included in any Large Issuance Notice may constitute material non-public information and effecting an acquisition or disposition of any Company securities while in possession of such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date material non-public information may constitute a violation of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedU.S. federal securities laws. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not later than 30 calendar If the Company proposes to undertake a Rights Offering with one or more Backstop Agents, it shall give written notice to Investor of its intention to undertake the Rights Offering (the “Rights Offering Notice”), describing the price and the terms upon which the Company proposes to offer New Securities in the Rights Offering and the terms on which the Company proposes to engage a Backstop Agent(s) for the Rights Offering. Investor (or its designee) shall have 15 days after from receipt of any such Rights Offering Notice to agree to serve as the date of acceptance or a Backstop Agent for the Rights Offering upon the terms specified in the Rights Offering Notice by giving written notice to the Company and stating in such notice the portion of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests Rights Offering for fair market value pursuant to Section 10.1(a)which Investor will serve as Backstop Agent. (b) If a Partnership Group Member decides Investor (or its designee) fails to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), provide such written notice within such 15 day period or provides written notice that it elects not to KNOT serve as Backstop Agent for all or any portion of such exercisethe Rights Offering, then the fair market value it proposes Company shall have 90 days from the expiration of the periods set forth above to pay for engage other Backstop Agents as to any portion of the Hull 2575 InterestsRights Offering to which Investor has agreed to serve as Backstop Agent and to consummate the Rights Offering, in each case, upon terms not materially more favorable to the other Backstop Agents and the other material terms stockholders of the purchase. The decision to purchase Company than specified in the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts CommitteeRights Offering Notice. If the Partnership Group Member and KNOT are unable to agree on Company has not consummated the fair market value of Rights Offering within such period, then after such period the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT Company shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT not commence any Rights Offering without again first complying with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madethis Section 4. (c) If Investor (or its designee) provides written notice within such 15 day period that it elects to serve as Backstop Agent for all or any portion of the Rights Offering, then the Company and Investor (or its designee) shall promptly thereafter execute and deliver a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement customary engagement letter providing for the purchase terms on which Investor (or its designee) will serve as Backstop Agent. The Company and sale its board of directors shall also take all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter, bylaws or similar charter documents or the laws of its state of incorporation that is or could become applicable to the Company as a result of the Hull 2575 Interests pursuant Company and Investor (or its designee) consummating any such Rights Offering (including the issuance of any New Securities by the Company to which KNOT Investor (or its designee) in connection with any such Rights Offering). Any such engagement shall be obligated subject to sell the Hull 2575 Interests to the Partnership Group Member compliance with applicable federal and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedstate securities laws. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not later After the Initial Date of Original Issue, the Fund shall give the Placement Agent and the Insurer written notice, substantially in the form of Exhibit B hereto (a "Notice of Issuance"), of its intention to sell one or more series of Preferred Shares (the "Offered Preferred Shares") no less than 30 calendar thirty days prior to the proposed Marketing Commencement Date (as hereinafter defined). Each Notice of Issuance shall state (i) the proposed Date of Original Issue for such Offered Preferred Shares and (ii) the number of Offered Preferred Shares to be issued, which in any event shall not be less than 1,200 shares nor more than 6,000 shares. (i) Subject to the satisfaction of the conditions set forth in Section 3(c) hereof, the Placement Agent shall be obligated to use its best efforts to secure subscriptions to purchase Offered Preferred Shares pursuant to Section 1 hereof during the period (the "Marketing Period") commencing on the seventh business day (each a "Marketing Commencement Date") prior to the Date of Original Issue for such Offered Preferred Shares and ending on the second business day prior to such Date of Original Issue. The Fund reserves the right, in its sole discretion, to suspend the solicitation of subscriptions for Offered Preferred Shares during any Marketing Period. Upon the receipt of written notice from the Fund, the Placement Agent will suspend solicitation of subscriptions for Offered Preferred Shares during such Marketing Period until such time as the Fund has advised the Placement Agent that such solicitation may be resumed. (ii) If (A) the Fund suspends the solicitation of subscriptions for Offered Preferred Shares during any Marketing Period and then advises the Placement Agent that it may resume soliciting subscriptions for such Offered Preferred Shares or (B) the Placement Agent is not obligated to solicit subscriptions to buy Offered Preferred Shares pursuant to Section 1 hereof during any Marketing Period or to purchase Offered Preferred Shares pursuant to Section 5(a) hereof on the proposed Date of Original Issue therefor as a result of the occurrence of an event described in Section 7(o) hereof, (1) any further obligation of the Placement Agent to solicit subscriptions for such Offered Preferred Shares shall be subject to the satisfaction of the conditions set forth in Section 3(c) hereof on the date the Fund requests the Placement Agent to resume soliciting such subscriptions or on the date of the cessation of the event described in Section 7(o) hereof, as the case may be, (2) the Date of Original Issue for such Offered Preferred Shares shall be postponed to a date agreed upon by the Fund and the Placement Agent that is at least seven full business days after the date resumption of acceptance solicitation or the cessation of the Hull 2575 by Standard Marineevent described in Section 7(o) hereof, KNOT as the case may be, (3) the Marketing Period for such Offered Preferred Shares shall notify recommence on the Board date described in clause (1) above and offer shall end on the Board second business day prior to such Date of Original Issue and (4) the opportunity to cause Fund shall make any Partnership Group Member to purchase changes that in the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months opinion of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it proposes to pay counsel for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid Fund or counsel for the Hull 2575 Interests, and Placement Agent may be necessary in the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT preliminary Offering Circular with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable Offered Preferred Shares to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of reflect such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madechanges. (c) If The obligation of the Placement Agent to solicit subscriptions for Offered Preferred Shares during any Marketing Period therefor will be subject to the accuracy on and as of the related Marketing Commencement Date of the representations and warranties of the Fund and Investment Manager contained herein, to the performance by the Fund and the Investment Manager of all of their respective obligations required to be performed hereunder on or prior to such Marketing Commencement Date and to each of the following additional terms and conditions: (i) No stop order suspending the sale of such Offered Preferred Shares in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened; (ii) The Fund shall have prepared and delivered to the Placement Agent copies of a Partnership preliminary Offering Circular with respect to such Offered Preferred Shares, consisting of the Initial Offering Circular, amended or supplemented in a manner satisfactory to the Placement Agent to include the following information: (A) the number of such Offered Preferred Shares being offered, the initial Auction Date for such Offered Preferred Shares and the number of Rate Period Days in the initial Rate Period therefor which in no event shall exceed 28 Rate Period Days without the consent of the Placement Agent; (B) all information with respect to the Insurer contained in any documents filed by Ambac Financial Group Member chooses with the Securities and Exchange Commission (the "Commission") pursuant to exercise its option Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the date of the Initial Offering Circular; (C) all financial and statistical information with respect to purchase the Hull 2575 Interests Insurer contained in such preliminary Offering Circular under Section 10.2(bthe heading "Capitalization of the Company--Ambac" as of the end of a fiscal year of the Insurer ending less than one year and ninety days before the last day of such Marketing Period and, if the last day of such Marketing Period will be more than 160 days after the end of such fiscal year (155 days, in the case of the fiscal year ending December 31, 2005), all financial and statistical information with respect to the applicable parties shall enter into a purchase and sale agreement for Insurer contained in such preliminary Offering Circular under the purchase and sale heading "Capitalization of the Hull 2575 Interests Company--Ambac and the Money Markets Preferred Shares Policy" presented as of the end of a fiscal quarter of the Insurer ending less than 160 days (or 155 days, in the case of the fiscal year ending December 31, 2005) before the last day of such Marketing Period; and (D) all information contained in the most recent annual and semi-annual reports filed by the Fund with the Commission pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests 1940 Act since the date of the Initial Offering Circular, and all financial statements (excluding, in each case, any summary or schedule of the assets of the Fund included therewith) provided to the Partnership Group Member and the Partnership Group Member shall be obligated Lenders pursuant to purchase the Hull 2575 Interests from KNOT. The terms Section 6.1.2 of the purchase and sale agreement will include Credit Agreement, including, without limitation, the following: (i1) if such Marketing Commencement Date is during the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity period commencing on November 30, 2004 to but excluding March 31, 2005, an unaudited consolidated balance sheet of the MLPFund as of September 30, an interest-bearing promissory note or other form 2004 and the related unaudited consolidated statements of consideration)operations, members' equity and cash flows for the quarter ending September 30, 2004 and the period from the Initial Date of Original Issue to September 30, 2004 furnished by the Fund to the Lenders pursuant to Section 6.1.2 of the Credit Agreement; (ii2) if such Marketing Commencement Date is during the period commencing on March 31, 2005 to but excluding May 31, 2005, (x) an audited consolidated balance sheet of the Fund as of December 31, 2004 and the related audited consolidated statements of operations, members' equity and cash flows for the period from the Initial Date of Original Issue to December 31, 2004 furnished by the Fund to the Lenders pursuant to Section 6.1.2 of the Credit Agreement and (y) the Partnership Group will be entitled information contained in the Fund's annual report for the period from the Initial Date of Original Issue to December 31, 2004 filed by the Fund with the Commission; (3) if such Marketing Commencement Date is during the period commencing on May 31, 2005 to but excluding August 31, 2005, (x) the audited financial statements and information from the Fund's annual report described in paragraph (2) above and (y) an unaudited consolidated balance sheet of the Fund as of March 31, 2005 and the related unaudited consolidated statements of operations, members' equity and cash flows for the quarter ending March 31, 2005 furnished by the Fund to the benefit Lenders pursuant to Section 6.1.2 of the indemnification Credit Agreement; (4) if such Marketing Commencement Date is during the period commencing on August 31, 2005 to but excluding November 30, 2005, (x) the audited financial statements described in paragraph (2) above, (y) an unaudited consolidated balance sheet of the Fund as of June 30, 2005 and the related unaudited consolidated statements of operations, members' equity and cash flows for the quarter and the portion of the year ending June 30, 2005 furnished by the Fund to the Lenders pursuant to Section 6.1.2 of the Credit Agreement and (z) the information contained in Article XIII of this Agreement the Fund's semi-annual report for the remaining term of such indemnification with respect to events or conditions associated six months ending June 30, 2005 filed by the Fund with the operation Commission; (5) if such Marketing Commencement Date is during the period commencing on November 30, 2005 to but excluding March 31, 2006, (x) the audited financial statements described in paragraph (2) above, (y) the information from the Fund's semi- annual report described in paragraph (4) above and (z) an unaudited consolidated balance sheet of the Hull 2575 Fund as of September 30, 2005 and occurring before the date related unaudited consolidated statements of acquisition operations, members' equity and cash flows for the quarter and the portion of the Hull 2575 Interests year ending September 30, 2005 furnished by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect Fund to the Hull 2575 shall be deemed Lenders pursuant to be not less than three years Section 6.1.2 of the Credit Agreement; (6) if such Marketing Commencement Date is during the period commencing on March 31, 2006 to but excluding May 31, 2006, (x) an audited consolidated balance sheet of the Fund as of December 31, 2005 and the related audited consolidated statements of operations, members' equity and cash flows for the year ending December 31, 2005 furnished by the Fund to the Lenders pursuant to Section 6.1.2 of the Credit Agreement and (y) the information contained in the Fund's annual report for the year ending December 31, 2005 filed by the Fund with the Commission; and (7) if such Marketing Commencement Date is during the period commencing on May 31, 2006 to but excluding July 1, 2006, (x) the audited financial statements and information from the closing date Fund's annual report described in paragraph (6) above and (y) an unaudited consolidated balance sheet of the acquisition Fund as of March 31, 2006 and the related unaudited consolidated statements of operations, members' equity and cash flows for the quarter ending March 31, 2006 furnished by the Fund to the Lenders pursuant to Section 6.1.2 of the Hull 2575 Interests by the Partnership Group MemberCredit Agreement; (iii) KNOT will provide customary representations The Placement Agent shall not have discovered and warranties with respect to title disclosed to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant Fund during or prior to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make commencement of such surveys, tests and inspections Marketing Period that such preliminary Offering Circular or any amendment or supplement thereto contains an untrue statement of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above area fact which, in the reasonable opinion of the Partnership GroupPlacement Agent, unsatisfactoryis material or omits to state any fact which, in the reasonable opinion of the Placement Agent, is material and is required to be stated therein or is necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (iv) The Placement Agent shall have received a certificate on such Marketing Commencement Date signed by any Vice President, Treasurer or Assistant Treasurer of the Insurer, dated such Marketing Commencement Date, in which such officer consents to the inclusion of the information under the heading "Capitalization of the Company--Ambac" in such preliminary Offering Circular (the "Insurer's Information") and certifies that the Insurer's Information as of such Marketing Commencement Date is true and correct in all material respects and does not include any untrue statement of a material fact; and (viv) neither KNOT nor If such preliminary Offering Circular contains financial data with respect to the Fund, the Placement Agent shall have received a letter from the certified independent accountants of the Fund, addressed to the Placement Agent, dated the Marketing Commencement Date, in form and substance acceptable to the Placement Agent (A) confirming that they are independent public accountants with respect to the Fund within the meaning of Rule 101 of the Code of Professional Conduct of the AICPA and its interpretations and rulings thereunder and are in compliance with the applicable Partnership Group Member shall have any obligation requirements relating to sell or buy the Hull 2575 if any qualification of accountants under Rule 2-01 of Regulation S-X of the consents referred Commission and (B) stating, as of the Marketing Commencement Date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in Section 10.1(b) above have such preliminary Offering Circular, as of a date not been obtainedmore than five days prior to the Marketing Commencement Date), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants' "comfort letters" to underwriters in connection with registered public offerings. (d) If a Partnership Group Member chooses The Placement Agent will set the initial dividend rate on each series of Offered Preferred Shares on the second business day prior to the Date of Original Issue for such series or is deemed to on such other business day as shall be agreed upon by the Placement Agent and the Fund (the "Pricing Date"). If, on the Pricing Date for any series of Offered Preferred Shares, the Placement Agent shall have chosen not to exercise its option solicited Prospective Purchasers to purchase all of the Hull 2575 Interests at shares of such series on the price determined Date of Original Issue for such series, the dividend rate for the initial Rate Period for such series will equal the Maximum Rate for such Rate Period. On the Pricing Date for each series of Offered Preferred Shares, the Fund will prepare and provide copies to the Placement Agent of an Offering Circular, dated such Pricing Date, consisting of the preliminary Offering Circular with respect to such series of Offered Preferred Shares as of such Pricing Date and including the initial dividend rate on such series of Offered Preferred Shares with such additional changes as shall be consented to by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguishedPlacement Agent.

Procedures. (ai) Not later than 30 calendar days after If the date of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity Company desires to cause any Partnership Group Member exercise its right to purchase the Hull 2575 Interests for fair market value Incentive Units granted to a Service Provider pursuant to this Section 10.1(a10.04, the Company shall deliver to the Service Provider a written notice (the “Purchase Notice”) within the aforementioned time period set forth in Section 10.04(a) specifying the number of Incentive Units to be purchased by the Company (the “Purchased Incentive Units”) and the purchase price therefor in accordance with Section 10.04(a). (bii) If a Partnership Group Member decides to exercise Each applicable Service Provider shall, at the option to closing of any purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice consummated pursuant to this Section 10.2(a)10.04, written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, represent and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access warrant to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the followingCompany that: (iA) such Service Provider has full right, title and interest in and to the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration)Purchased Incentive Units; (iiB) such Service Provider has all the necessary power and authority and has taken all necessary action to sell such Purchased Incentive Units as contemplated by this Section 10.04; and (C) the Partnership Group will be entitled to Purchased Incentive Units are free and clear of any and all liens other than those arising as a result of or under the benefit of the indemnification contained in Article XIII terms of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member;Agreement. (iii) KNOT will provide customary representations and warranties The closing of any sale of Purchased Incentive Units pursuant to this Section 10.04 shall take place no later than thirty (30) days following receipt by the Service Provider of the Purchase Notice. The purchase price for the Purchased Incentive Units shall be paid on the fifth Business Day following the expiration of all covenants applicable to such holder of Purchased Incentive Units in Article XI herein or under any effective Award Agreement, employment agreement or any written non-disclosure, non-competition, or non-solicitation covenant or agreement with respect to title to the Hull 2575 Interests and Company or any other such matters as member of the Partnership Group Member may approve, which approval will not be unreasonably withheld;Management Company Group. (iv) KNOT will grant to To the Partnership Group Member extent that the right, exercisable payment of the purchase price for the Purchased Incentive Units at the Partnership Group Member’s risk and expense, to make time of such surveys, tests and inspections closing is not permitted by any credit facility or similar arrangement of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests Company or inspections do not damage the Hull 2575 or interfere with the activities any member of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Management Company Group, unsatisfactory; and the Company may pay such purchase price in installments with simple interest accruing on the unpaid amount of such purchase price at 3% per annum over a period of up to five (vi5) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedyears. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. Conversion of this Note may be effected by the Holder upon the surrender to the Company at the principal office of the Company or at the office of any agent or agents of the Company, as may be designated by the Company, of the Note to be converted accompanied by a written notice stating that such Holder elects to convert the entire Face Amount of such Note in accordance with the provisions of this Section 2 and specifying the name or names in which such Holder wishes the certificate or certificates for Common Stock to be issued. In case such notice shall specify a name or names other than that of such Holder, such notice shall be accompanied by payment of all transfer Taxes payable upon the issuance of Common Stock in such name or names and an opinion of counsel satisfactory to the Company that the transfer of the Note may be made without registration under the Securities Act or any applicable state securities laws. Other than such Taxes for transfers to other Persons, the Company will pay any and all issue and other Taxes (aother than Taxes based on income) Not later than 30 calendar days that may be payable in respect of any issue or delivery of Common Stock on conversion of the Note pursuant hereto. As promptly as practicable, after the date of acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a). (b) If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT surrender of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, Note and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determinationnotice relating thereto and, if applicable, payment of all transfer Taxes for transfers to other Persons (or the Partnership Group Member will have demonstration to the option, but not satisfaction of the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations Company that 2 3 such Taxes have been made. (c) If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(bpaid), the applicable parties Company shall enter into a purchase deliver or cause to be delivered certificates representing the number of validly issued, fully paid and sale agreement for nonassessable Common Stock to which the purchase and sale Holder of the Hull 2575 Interests pursuant to which KNOT Note being converted shall be obligated to sell entitled as the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOTConversion Amount. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 Such conversion shall be deemed to be not less than three years from have been made at the closing close of business on the date of the acquisition giving such notice and of such surrender of the Hull 2575 Interests by Note to be converted so that the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title rights of the Holder thereof as to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have amount being converted shall cease except for the right to terminate its obligation to purchase the Hull 2575 under this Article X receive shares of Common Stock in accordance herewith, and the related purchase Person entitled to receive the Common Stock shall be treated for all purposes as having become the record holder of such Common Stock at such time. The Company shall not be required to convert, and sale agreement no surrender of the Note shall be effective for that purpose, while the transfer books of the Company for the Common Stock are closed for any purpose (but not for any period in excess of ten calendar days); but the surrender of the Note for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books, as if the results of any searchesconversion had been made on the date such Note was surrendered, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtained. (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests and at the price determined by Conversion Ratio in effect on the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguisheddate of such surrender.

Procedures. (a) Not later than 30 calendar days after the date of acceptance The Company shall inform each Purchaser in writing within five (5) Business Days of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a)occurrence of a Put Event. (b) If a Partnership Group Member decides Purchaser desires to exercise sell any of the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice Purchased Shares pursuant to Section 10.2(a)5.1, such Purchaser shall within thirty (30) days of the occurrence of the Put Event deliver to the Company (A) a written notice (the “Put Exercise Notice”) exercising such applicable Put Right and specifying the number of Purchased Shares to KNOT be sold (the “Put Shares”) by such Purchaser; provided that the number of Put Shares exercised by such exercise, the fair market value it proposes Purchaser pursuant to pay for the Hull 2575 Interests, and the other material terms a Put Event shall not exceed such Purchaser’s number of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT Put Event Shares with respect to the Hull 2575 Interests such Put Event and reasonably requested (B) a certificate signed by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt a duly authorized officer of such determinationPurchaser stating that (i) such Purchaser has full right, title and interest in and to such Put Shares, (ii) such Purchaser has all the Partnership Group Member will have necessary power and authority and has taken all necessary action to sell such Put Shares as contemplated by this ARTICLE V and (iii) such Put Shares are free and clear of any and all Liens. Any applicable Purchaser may deliver multiple Put Exercise Notices to the option, but not the obligation in Company so long as such Purchaser continues to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madehold any Purchased Shares; provided that a Purchaser shall only be permitted to deliver a Put Exercise Notice with respect to any Purchased Shares once per occurrence of any Put Event. (c) If a Partnership Group Member chooses Subject to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b)5.3 below, the applicable parties shall enter into a purchase and sale agreement for the purchase and closing of any sale of the Hull 2575 Interests Put Shares pursuant to which KNOT this ARTICLE V shall be obligated to sell take place no later than thirty (30) days following receipt by the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms Company of the purchase and sale agreement will include Put Exercise Notice; provided that until the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLPPut Right Closing occurs, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 applicable Purchaser shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations and warranties with respect to title to the Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate cancel and rescind the exercise of its obligation Put Right by providing written notice to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results of Company. The Company shall give any searches, surveys, tests or inspections conducted pursuant to paragraph applicable Purchaser at least three (iii3) above are, in the reasonable opinion days’ prior written notice of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any date of closing of the consents referred to in Section 10.1(b) above have not been obtainedPut Shares (the “Put Right Closing Date”). (d) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Hull 2575 Interests at the price determined by the investment banking firm, ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.

Procedures. (a) Not later than 30 calendar days after the date of acceptance The Company shall inform each Purchaser in writing within five (5) Business Days of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause occurrence of any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 10.1(a)Company Equity Financing. (b) If Any applicable Purchaser shall inform the Company in writing within five (5) Business Days of the occurrence of any Liquidity Event. In the event that a Partnership Group Member decides Purchaser fails to inform the Company of a Liquidity Event within such timeframe, such Purchaser shall surrender its right to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by or on behalf of the Partnership Group Member and KNOT Liquidity Event Put Right with respect to the Hull 2575 Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and KNOT its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been madeLiquidity Event. (c) If a Partnership Group Member chooses Purchaser desires to exercise its option sell any of the Purchased Shares pursuant to purchase the Hull 2575 Interests under Section 10.2(b)5.1 or 5.2, the applicable parties Purchaser shall enter into a purchase and sale agreement for the purchase and sale within thirty (30) days of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell occurrence of the Hull 2575 Interests relevant Put Event deliver to the Partnership Group Member Company (A) a written notice (the “Put Exercise Notice”) exercising such applicable Put Right and specifying the Partnership Group Member shall number of Purchased Shares to be obligated to purchase sold (the Hull 2575 Interests from KNOT. The terms “Put Shares”) by such Purchaser and (B) a certificate signed by a duly authorized officer of the purchase and sale agreement will include the following: Agent, on behalf of such Purchaser, stating that (i) a Liquidity Event or Co-Sale Event, as the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLPcase may be, an interest-bearing promissory note or other form of consideration); has occurred with respect to such Purchaser, (ii) the Partnership Group will be entitled such Purchaser has full right, title and interest in and to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; providedPut Shares, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall be deemed to be not less than three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (iii) KNOT will provide customary representations such Purchaser has all the necessary power and warranties with respect authority and has taken all necessary action to title to the Hull 2575 Interests sell such Put Shares as contemplated by this ARTICLE V and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant such Put Shares are free and clear of any and all Liens. Any applicable Purchaser may deliver multiple Put Exercise Notices to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Hull 2575 as the Partnership Group Member may deem desirable, Company so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere Purchaser continues to hold any Purchased Shares; provided that a Purchaser shall only be permitted to deliver a Put Exercise Notice with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right respect to terminate its obligation to purchase the Hull 2575 under this Article X and the related purchase and sale agreement if the results any Purchased Shares once per occurrence of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to in Section 10.1(b) above have not been obtainedPut Event. (d) If a Partnership Group Member chooses or is deemed Subject to have chosen not Section 5.4 below, the closing of any sale of Put Shares pursuant to exercise its option to purchase the Hull 2575 Interests at the price determined this ARTICLE V shall take place no later than thirty (30) days following receipt by the investment banking firmCompany of the Put Exercise Notice; provided that until the Put Right Closing occurs, ship broker or other expert advisor under Section 10.2(bany applicable Purchaser shall have the right to cancel and rescind the exercise of its Put Right by providing written notice to the Company. The Company shall give any applicable Purchaser at least three (3) days’ prior written notice of the date of closing of the Put Shares (the “Put Right Closing Date”), all future rights to purchase the Hull 2575 Interests by the Partnership Group will be extinguished.