SHARE PURCHASE AGREEMENT Dated August 14, 2014 among GASLOG CARRIERS LTD., GASLOG LTD. and GASLOG PARTNERS LP

Exhibit 10.20

SHARE PURCHASE AGREEMENT

Dated August 14, 2014

among

GASLOG CARRIERS LTD.,

GASLOG LTD.

and

GASLOG PARTNERS LP

TABLE OF CONTENTS

		Page
ARTICLE I

Interpretation

SECTION 1.01. Definitions		2

ARTICLE II

Purchase and Sale of Shares; Closing

SECTION 2.01. Purchase and Sale of Shares		8
SECTION 2.02. Closing		8
SECTION 2.03. Place of Closing		8
SECTION 2.04. Purchase Price for Shares		8
SECTION 2.05. Working Capital Adjustment		8
SECTION 2.06. Payment of the Purchase Price		10

ARTICLE III

Representations and Warranties of the Buyer

SECTION 3.01. Organization and Limited Partnership Authority		10
SECTION 3.02. Agreement Not in Breach of Other Instruments		10
SECTION 3.03. No Legal Bar		10
SECTION 3.04. Securities Act		10
SECTION 3.05. Independent Investigation		11

ARTICLE IV

Representations and Warranties Regarding the Sponsor

SECTION 4.01. Organization and Corporate Authority		11
SECTION 4.02. Agreement Not in Breach		11
SECTION 4.03. No Legal Bar		11

ARTICLE V

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

SECTION 5.01. Organization Good Standing and Authority		12
SECTION 5.02. Capitalization; Good and Marketable Title to GAS-sixteen Shares		12
SECTION 5.03. GAS-sixteen Organizational Documents		12
SECTION 5.04. Agreement Not in Breach		12
SECTION 5.05. The GAS-sixteen Shares		12
SECTION 5.06. No Legal Bar		13
SECTION 5.07. Litigation		13

SECTION 5.08. Indebtedness to and from Officers, etc	13
SECTION 5.09. Personnel	13
SECTION 5.10. Contracts and Agreements	14
SECTION 5.11. Compliance with Law	14
SECTION 5.12. No Undisclosed Liabilities	14
SECTION 5.13. Payment of Taxes	15
SECTION 5.14. Permits	15
SECTION 5.15. No Material Adverse Change in Business	15
SECTION 5.16. Tax Classification	15

ARTICLE VI

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

SECTION 6.01. Organization Good Standing and Authority	16
SECTION 6.02. Capitalization; Good and Marketable Title to GAS-seventeen Shares	16
SECTION 6.03. GAS-seventeen Organizational Documents	16
SECTION 6.04. Agreement Not in Breach	16
SECTION 6.05. The GAS-seventeen Shares	16
SECTION 6.06. Litigation	17
SECTION 6.07. Indebtedness to and from Officers, etc	17
SECTION 6.08. Personnel	17
SECTION 6.09. GAS-seventeen Contracts and Agreements	17
SECTION 6.10. Compliance with Law	18
SECTION 6.11. No Undisclosed Liabilities	18
SECTION 6.12. Payment of Taxes	18
SECTION 6.13. Permits	19
SECTION 6.14. No Material Adverse Change in Business	19
SECTION 6.15. Tax Classification	19

ARTICLE VII

Representations and Warranties Regarding the GAS-sixteen Vessel

SECTION 7.01. Title to GAS-sixteen Vessel	19
SECTION 7.02. No Encumbrances	20
SECTION 7.03. Condition	20

ARTICLE VIII

Representations and Warranties Regarding the GAS-seventeen Vessel

SECTION 8.01. Title to GAS-seventeen Vessel	20
SECTION 8.02. No Encumbrances	20
SECTION 8.03. Condition	20

ARTICLE IX

Covenants

SECTION 9.01. Financial Statements	21
SECTION 9.02. Expenses	21
SECTION 9.03. Commercially Reasonable Efforts; Financing	21
SECTION 9.04. Tests and Surveys	22
SECTION 9.05. Further Assurances	22
SECTION 9.06. Covenants of Sponsor and Seller Prior to Closing	22
SECTION 9.07. Credit Facilities	23
SECTION 9.08. Management Agreements	23

ARTICLE X

Conditions to Closing

SECTION 10.01. Conditions to the Obligations of Sponsor, Seller and Buyer	23
SECTION 10.02. Conditions to the Obligation of Buyer	24
SECTION 10.03. Conditions to the Obligation of Sponsor and Seller	24

ARTICLE XI

Amendments and Waivers

SECTION 11.01. Amendments and Waivers	25

ARTICLE XII

Indemnification

SECTION 12.01. Indemnity by the Seller	25
SECTION 12.02. Limitation Regarding Indemnification	26
SECTION 12.03. Indemnity by the Buyer	26
SECTION 12.04. Exclusive Post-Closing Remedy	27

ARTICLE XIII

Termination

SECTION 13.01. Termination	27
SECTION 13.02. Effect of Termination	28

ARTICLE XIV

Miscellaneous

SECTION 14.01. Governing Law	28
SECTION 14.02. Counterparts	28
SECTION 14.03. Complete Agreement	28
SECTION 14.04. Interpretation	28

iii

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

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

WHEREAS the Seller is the registered owner and sole shareholder of record of all the authorised and issued share capital of GAS-sixteen Ltd., a Bermuda exempted company, with its registered office at Xxxxxxxxx Xxxxx, 0 Xxxxxx Xxxxxx, Xxxxxxxx, XX00, Xxxxxxx (the “GAS-sixteen Vessel Owner”) and such GAS-sixteen Vessel Owner is the registered owner of the Bermuda flagged LNG carrier the Methane Xxxx Xxxxxx (the “GAS-sixteen Vessel”); and the Seller is the registered owner and sole shareholder of record of all the authorised and issued share capital of GAS-seventeen Ltd., a Bermuda exempted company, with its registered office at Xxxxxxxxx Xxxxx, 0 Xxxxxx Xxxxxx, Xxxxxxxx, XX00, Xxxxxxx (the “GAS-seventeen Vessel Owner,” and, together with the GAS-sixteen Vessel Owner, the “Vessel Owners”), and such GAS-seventeen Vessel Owner is the registered owner of the Bermuda flagged LNG carrier the Methane Xxxx Xxxxxxxxx (the “GAS-seventeen Vessel,” and, together with the GAS-sixteen Vessel, the “Vessels”).

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

WHEREAS the GAS-sixteen Vessel is employed under a LNG time charter party dated April 4, 2014 entered into by Methane Services Limited, a company incorporated under the laws of England and Wales and whose registered office is at 000 Xxxxxx Xxxxxx Xxxx Drive, Reading, Berkshire RG6 1PT, United Kingdom, as charterer (the “Charterer”) for a duration of six years (plus certain options to extend at the Charterer’s option) commenced on April 10, 2014 with a rate at $65,750 per day (as amended or supplemented, the “GAS-sixteen Charter”); and the GAS-seventeen Vessel is employed under a LNG time charter party dated April 4, 2014 by the Charterer for a duration of five years and six months (plus certain options to extend at the Charterer’s option) commenced on April 10, 2014 with a rate at $65,750 per day (as amended or supplemented, the “GAS-seventeen Charter”, and together with the GAS-sixteen Charter, the “Charters”).

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

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

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

Interpretation

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

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

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

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

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

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

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

“Buyer Entities” means the Buyer and its subsidiaries.

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

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

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

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

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

“Commission” means the Securities and Exchange Commission.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“New Credit Facility” means the $450,000,000 facility agreement contemplated by the Commitment Documents, which facility is expected to be entered into for the refinancing of the existing debt (including the related portions of the Credit Facility) related to the vessels owned by GAS-three Ltd., GAS-four Ltd., GAS-five Ltd., (each a Bermuda exempted company, with their registered office at Xxxxxxxxx Xxxxx, 0 Xxxxxx Xxxxxx, Xxxxxxxx, XX00, Xxxxxxx) the GAS-sixteen Vessel Owner and the GAS-seventeen Vessel Owner.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II

Purchase and Sale of Shares; Closing

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

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

SECTION 2.03. Place of Closing. The Closing shall take place at Xxxxx Xxxxxx Center, 0 Xxx xx Xxxxxx, XX 00000, Xxxxxx or any other place as designated by the Sponsor.

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

SECTION 2.05. Working Capital Adjustment.

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

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

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

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

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

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

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

ARTICLE III

Representations and Warranties of the Buyer

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

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

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

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

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

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

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

ARTICLE IV

Representations and Warranties Regarding the Sponsor

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

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

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

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

ARTICLE V

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VI

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VII

Representations and Warranties Regarding the GAS-sixteen Vessel

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

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

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

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

ARTICLE VIII

Representations and Warranties Regarding the GAS-seventeen Vessel

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

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

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

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

ARTICLE IX

Covenants

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 9.07. Credit Facilities.

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

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

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

ARTICLE X

Conditions to Closing

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE XI

Amendments and Waivers

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

ARTICLE XII

Indemnification

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

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

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

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

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

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

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

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

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

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

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

SECTION 12.02. Limitation Regarding Indemnification.

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

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

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

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

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

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

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

ARTICLE XIII

Termination

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

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

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

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

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

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

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

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

(d) by the Buyer if:

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

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

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

ARTICLE XIV

Miscellaneous

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

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

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

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

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

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

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

	(a)	if to GASLOG CARRIERS LTD., as follows:

		GasLog Carriers Ltd.
		c/o GasLog Xxxxxx X.X.X.
		Xxxxx Xxxxxx Center
		0 Xxx xx Xxxxxx
		XX 00000, Xxxxxx
		Attention: Legal
		Facsimile: x000 0000-0000

	(b)	if to GASLOG LTD., as follows:

		GasLog Ltd.
		c/o GasLog Xxxxxx X.X.X.
		Xxxxx Xxxxxx Center
		0 Xxx xx Xxxxxx
		XX 00000, Xxxxxx
		Attention: Legal
		Facsimile: x000 0000-0000

	(c)	if to GASLOG PARTNERS LP, as follows:

		GasLog Partners LP
		c/o GasLog Xxxxxx X.X.X.
		Xxxxx Xxxxxx Center
		0 Xxx xx Xxxxxx
		XX 00000, Xxxxxx
		Attention: Xxxxxx X. Xxxxxx (Chief Executive Officer)
		Facsimile: x000 0000-0000

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

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

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

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

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

Gaslog carriers ltd.,

	by	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Director

GASLOG ltd.,

	by	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Chief Executive Officer

GASLOG PARTNERS LP,

	by	/s/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx
		Title: Chief Executive Officer

Exhibit A - Net Working Capital Line Items

Current Assets
Trade and other receivables
Inventories
Prepayments and other current assets
Cash and cash equivalents

Total Current Assets (A)		$

Current Liabilities
Trade accounts payable
Ship management creditors
Amounts due to related parties
Other payables and accruals

Total Current Liabilities (B)		$

Net Working Capital (A)-(B)		$

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SHARE PURCHASE AGREEMENT Dated August 14, 2014 among GASLOG CARRIERS LTD., GASLOG LTD. and GASLOG PARTNERS LP

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