0001193125-17-029162 Sample Contracts

FIRST AMENDMENT TO SERIES A PREFERRED UNIT PURCHASE AGREEMENT
Series a Preferred Unit Purchase Agreement • February 2nd, 2017 • KNOT Offshore Partners LP • Water transportation • New York

THIS FIRST AMENDMENT TO SERIES A PREFERRED UNIT PURCHASE AGREEMENT (this “First Amendment”), is entered into as of February 2, 2017, by and among KNOT OFFSHORE PARTNERS LP, a Marshall Islands limited partnership (the “Partnership”), and the Purchasers party to the Purchase Agreement (as defined below).

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KNOT OFFSHORE PARTNERS LP and THE PURCHASERS NAMED ON SCHEDULE A HERETO REGISTRATION RIGHTS AGREEMENT Dated February 2, 2017
Registration Rights Agreement • February 2nd, 2017 • KNOT Offshore Partners LP • Water transportation • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of February 2, 2017 (this “Agreement”) is entered into by and among KNOT OFFSHORE PARTNERS LP, a Marshall Islands limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A hereto and any other Person that executes an RRA Joinder Agreement (the “Purchasers”).

ASSIGNMENT AND NOVATION AGREEMENT
Assignment and Novation Agreement • February 2nd, 2017 • KNOT Offshore Partners LP • Water transportation • New York

This Assignment and Novation Agreement (this “Agreement”) is dated effective as of December 20, 2016 (the “Effective Date”), by and among Offshore Merchant Partners Asset Yield Fund, L.P., a Guernsey limited partnership (“Fund”), OMP AY Preferred Limited, a company with limited liability organized under the laws of the Republic of Malta (“Investor”); and KNOT Offshore Partners LP, a limited partnership organized under the laws of the Republic of the Marshall Islands (“KNOP”). Each of Fund, Investor and KNOP are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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