Exhibit 4.1

SHARE PURCHASE AGREEMENT

Between

Knutsen NYK Offshore Tankers AS

(as Seller)

And

KNOT Shuttle Tankers AS

(as Buyer)

for the sale and purchase of the shares in

KNOT Shuttle Tankers 25 AS

SHARE PURCHASE AGREEMENT

This agreement (this “ Agreement ”) is entered into the 16 May 2017 between:

(1) Knutsen NYK Offshore Tankers AS , company registration no. 995 221 713

(the “ Seller ”), and

(2) KNOT Shuttle Tankers AS , company registration no. 998 942 829

(the “ Buyer ”).

The Seller and the Buyer are hereinafter individually referred to as a “ Party ” and jointly the “ Parties ”.

WHEREAS:

In this Agreement, the following definitions shall have the following meanings:

Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell, and the Buyer agrees to purchase, the Shares, together with all rights attached to them.

The Shares shall be transferred to the Buyer on the Closing Date, free and clear from any Encumbrances, other than pursuant to the Tordis Facility.

The Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from the Seller the Shares for USD147,000,000 , less USD 114,411,000 of outstanding principal under Post-Delivery Tranche B-1 and Post-Delivery Tranche B-2 under the Vigdis Facility (including the Facility Prepayment Amount) and less USD 23,321,000.28 of outstanding principal and interest under the NYK Shareholder Loan, plus the Company’s Receivable (calculated in USD) in the amount of USD17,912,535, plus the Capitalized Fees in the amount of USD 928,049 (the “ Purchase Pric e”), plus the Purchase Price Adjustments, all in accordance with and subject to the terms and conditions set forth in this Agreement. The Vessel has recently been delivered from the yard, and the Buyer is aware that the Shares are sold on the basis that any costs for additional stocking, stores, inventories and lubricant oils or similar provisions for the Vessel shall be for the Buyer account.

The Purchase Price is to be settled by way of cash payment on the Closing Date in the amount of USD 28,108,583.72 from the Buyer to the Seller, subject to the subsequent Purchase Price Adjustments in accordance with Clause 5.4 below.

The Purchase Price as calculated above is based on the assumption that Closing occurs on1 June 2017 at 00:01 CET . If Closing should occur at another time the Parties shall agree on an adjusted Purchase Price to be paid on Closing, to reflect accrued interest, currency fluctuations and paid installments (as applicable) in respect of the Vigdis Facility, the NYK Shareholder Loan and the Company’s Receivable.

Subject to the satisfaction or waiver of the conditions set forth in Clause 6, the completion of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of the Seller at 1 June 2017 or such other time as the Parties agree.

At the Closing, the Seller shall:

At the Closing, the Buyer shall

(the “ Purchase Price Adjustments ”).

The obligations of the Buyer to purchase the Shares and to take the other actions required to be taken by it at the Closing are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by the Buyer) on or before the Closing Date:

The obligations of the Seller to sell the Shares and to take the other actions required to be taken by it at the Closing are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by the Seller) on or before the Closing Date:

The obligations of Seller to sell the Shares and the obligations of Buyer to purchase the Shares are subject to the satisfaction (or waiver by each of Seller and Buyer) on or prior to the Closing Date of the following conditions:

The Buyer represents and warrants to the Seller that as of the Signing Date and on the Closing Date, unless otherwise expressly stated:

The Buyer is duly incorporated, validly existing and in good standing under the laws of Norway.

The Buyer has not been declared insolvent; become the subject of a petition in bankruptcy; had a receiver appointed with respect to it or to the Business or part thereof; entered into any arrangement with, or made an assignment for the benefit of, its creditors; or ceased to function as a going concern.

This Agreement and each other document or instrument delivered or to be delivered in connection with this Agreement has been duly authorised by all necessary corporate action(s) of the Buyer and constitutes or will, when executed, constitute valid and binding obligations of the Buyer enforceable in accordance with its respective terms.

The execution by the Buyer of this Agreement and each other document or instrument delivered or to be delivered in connection with it, and the performance by the Buyer of its obligations under this Agreement and the consummation of the transactions provided for in this Agreement, do not and will not result in a breach of any provision of the articles of association of the Buyer or of any applicable law, order, judgment or decree of any court or Governmental Authority or of any agreement to which the Buyer is bound.

The Buyer is not required to obtain any authorisations, consents, approvals or exemptions by any Governmental Authority in connection with the entering into or performance of its obligations under this Agreement.

The Seller represents and warrants to the Buyer as of the Signing Date and on the Closing Date, unless otherwise expressly stated:

Each of the Company and the Seller is duly incorporated, validly existing and in good standing under the laws of Norway.

Each of the Company and the Seller has not been declared insolvent; become the subject of a petition in bankruptcy; had a receiver appointed with respect to it or to the Business or part thereof; entered into any arrangement with, or made an assignment for the benefit of, its creditors; or ceased to function as a going concern.

This Agreement and each other document or instrument delivered or to be delivered in connection with this Agreement has been duly authorised by all necessary corporate action(s) of each of the Company and the Seller, as appropriate, and constitutes or will, when executed, constitute valid and binding obligations of each of the Company and the Seller, as appropriate, enforceable in accordance with its respective terms.

The execution by each of the Company and the Seller, as appropriate, of this Agreement and each other document or instrument delivered or to be delivered in connection with it, and the performance by each of the Company and the Seller, as appropriate, of its obligations under this Agreement and the consummation of the transactions provided for in this Agreement, do not and will not result in a breach of any provision of the articles of association of each of the Company and the Seller, as appropriate, or of any applicable law, order, judgment or decree of any court or Governmental Authority or of any agreement to which each of the Company and the Seller, as appropriate, is bound.

Each of the Company and the Seller, as appropriate, is not required to obtain any authorisations, consents, approvals or exemptions by any Governmental Authority in connection with the entering into or performance of its obligations under this Agreement.

The Seller has full ownership to the Shares. The Shares are fully authorised, validly issued, fully paid and at Closing, free and clear from any Encumbrances, other than pursuant to the Vigdis Facility.

There is no outstanding subscription, option or similar rights relating to the Shares.

The Company’s articles of association and shareholders’ register are true, accurate, up-to-date and complete.

The Seller has supplied to the Buyer true and correct copies of the Charter and any related documents, as amended to the Closing Date. The Charter is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms and, to the knowledge of the Seller, the Charter is a valid and binding agreement of all other parties thereto enforceable against such parties in accordance with its terms.

The Accounts have been prepared in accordance with the Accounting Principles and in accordance with the books and records of the Company. The Accounts give a true and accurate view of the financial position, solvency, assets, liabilities, liquidity, cash flow and the result of the operations of the Company as of the Accounts Date.

Neither the Company nor the Vessel has any Encumbrances, or other 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), except for such liabilities or obligations arising under the Charter, the Vigdis Facility, the NYK Shareholder Loan, the Swap Agreements, the management agreement relating to the Vessel with KNOT Management AS, the inter-company balances described in Clause 8.8 c) and the Encumbrances appearing in the ship registry of the Vessel and arising under the Vigdis Facility and the Swap Agreements.

All loans and other financial facilities available to the Company have been made available for review by the Buyer.

No event has occurred which gives, or after notice or lapse of time, or both, would give any third party the right to call for repayment from the Company prior to normal maturity of any loan or other financial facility. The Company shall not be indebted, directly or indirectly, to any person who is an officer, director, stockholder or employee of any 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 Company.

At the Closing Date, the Company shall not be using assets in the Business that it neither owns nor has the right to use pursuant to written agreements with third parties. At the Closing Date, the assets of the Company will comprise all the assets necessary for carrying on the Business fully and effectively to the extent to which it is conducted at the Signing Date.

Since the Accounts Date, there has not occurred or arisen:

Each Material Agreement is in full force and effect. No other Material Agreements will be entered into by the Company prior the Closing Date without the prior consent of the Buyer (such consent not to be unreasonably withheld). The Company has fulfilled all material obligations required pursuant to the Material Agreements to have been performed by it prior to the Signing Date and has not waived any material rights thereunder.

There has not occurred any material default on the part of the Company under any of the Material Agreements, or to the knowledge of the Seller, on the part of any other party thereto, nor has any event occurred that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of the Company under any of the Material Agreements nor, to the knowledge of the Seller, has any event occurred that 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 Material Agreements.

The term “ Material Agreement ” means each agreement, contract or other undertaking by or of the Company (a) that is of material importance to the Business or (b) the value of which, in respect of total turnover during one year, is not less than NOK 500,000, provided, however, that such term includes the Charter, the Vigdis Facility, the Company’s Receivable, the NYK Shareholder Loan and the Swap Agreements.

The Company maintains insurance policies on fire, theft, loss, disruption, product and general liability and other forms of insurance with reputable insurers that would reasonably be judged to be sound and required for the Business.

The Company’s insurance policies do not contain any provisions regarding a change of control or ownership of the insured.

The Company is in compliance with all terms and conditions contained in the insurance policies, and nothing has been done or omitted to be done that would make any insurance policy or insurance void or voidable or that would result in a reduction of the coverage ( No: avkortning ).

The Company is not and has not been in breach of any applicable laws (whether civil, criminal or administrative), statutes, regulations, directives, codes, judgments, orders or any other measures imposed by any governmental, statutory or regulatory body with regard to the pollution or the protection of the environment or to the protection of human health or human safety, or any other living organisms supported by the environment.

There is no current governmental investigation or disciplinary proceeding relating to any alleged breach of any law or permit by the Company, and none is pending, nor threatened.

The Company has not, other than as permitted under applicable permits or applicable laws or regulations held from time to time, disposed of, discharged, released, placed, dumped or emitted any hazardous substances, such as pollutants, contaminants, hazardous or toxic materials, wastes or chemicals. Neither the Seller nor the Company has received any formal or informal notice or other communication from which it appears that the Company may be or has been in violation of any laws or permits. There are no actual or contingent obligations on the Company to pay money or carry out any work in order to keep or be granted an extension or renewal of any existing permit. There are no facts or circumstances that could result in such an obligation. The properties used by the Company are not made of or do not contain any form of asbestos or any other toxic substance that may cause damage to the health of the persons working or visiting the premises.

The Company has at all times conducted the Business in accordance with and has complied with any applicable laws in Norway and in any other relevant countries relating to its operations and the Business.

All necessary licences, consents, permits and authorisations have been obtained by the Company to enable the Company to carry on the Business in the places and in the manner in which such Business is now conducted and all such licences, consents, permits and authorisations are valid and subsisting and have been complied with in all respects.

There are no claims, actions, lawsuits, administrative, governmental, arbitration or other legal proceedings (including but not limited to proceedings related to Taxes) pending or threatened against or involving the Company, the Business or properties or assets of the Company and which would result in a Material Adverse Effect if adversely determined.

The Company has properly filed with the appropriate Tax authorities all Tax returns and reports required to be filed for all Tax periods ending prior to the Closing Date. Such filings are true, correct and complete. All information required for a correct assessment of Taxes has been provided.

The Tax returns of the Company have been assessed and approved by the Tax authorities through the Tax years up to and including the years for which such assessment and approval is required, and the Company is not subject to any dispute with any such authority.

All Taxes that have become due have been fully paid or fully provided for in the Accounts, and the Company shall not be liable for any additional Tax pertaining to the period before the Accounts Date. All Taxes for the period after the Accounts Date have been fully paid when due.

There are no Tax audits, Tax disputes or Tax litigation pending or threatened against or involving the Company. There is no basis for assessment of any deficiency in any Taxes against the Company that has not been provided for in the Accounts or that has not been paid.

The Company is not and has not been involved in any transaction that could be considered as Tax-evasive. All losses for Tax purposes incurred by of the Company are trading losses and are available to be carried forward and set off against income in succeeding periods without limitation and have been accepted by the relevant Tax authorities.

The Company is not and has not been subject to any Tax outside its respective country of fiscal residence.

Except as disclosed to the Buyer, there are no written or oral agreements or arrangements between the Company and the Seller, and no liabilities or obligations (contingent or otherwise) owed by the Company to the Seller.

No services provided by the Seller to the Company are necessary in the ordinary course of business.

No payments of any kind, including, but not limited to management charges, have been made by the Company to the Seller, save for payments under agreements or arrangements made on an arm’s-length basis in accordance with applicable law and regulations.

All documents provided to the Buyer by or on behalf of the Seller or the Company are true and correct, and no document provided to the Buyer by or on behalf of the Seller or the Company contains any untrue statement of a relevant fact or omits to state a relevant fact necessary to make the statements contained in the document not misleading.

There are no facts or circumstances known to the Seller, relating to the affairs of the Company, that have not been disclosed to the Buyer, which, if disclosed, reasonably could have been expected to influence the decision of the Buyer to purchase the Shares on the terms of this Agreement.

The Seller confirms that the Seller, prior to the Signing Date, has made, and until the Closing Date, shall continue to make, all investigations necessary in order to ensure that the statements in Clauses 8 and 9 are correct.

The Seller represents and warrants to the Buyer as of the Signing Date and on the Closing Date, unless otherwise expressly stated:

The Company is the registered owner of the Vessel and has good and marketable title to the Vessel, free and clear of any and all Encumbrances, other than those arising under the Vigdis Facility and the Swap Agreements. The Vessel is properly registered in the name of the Seller under and pursuant to the flag and law of Norway, and all fees due and payable in connection with such registration have been paid.

The Vessel is entered with the American Bureau of Shipping and has the highest classification rating. The Vessel is in class without any recommendations or notation as to class or other requirement of the relevant classification society, and if the Vessel is in a port, it is in such condition that it cannot be detached by any port state authority or the flag state authority for any deficiency.

The Vessel has been maintained in a proper and efficient manner in accordance with internationally accepted standards for good ship maintenance, is in good operating order, condition and repair and is seaworthy, and all repairs made to the Vessel during the last two years and all known scheduled repairs due to be made and all known deficiencies have been disclosed to the Buyer.

The Vessel is not (a) under arrest or otherwise detained, (b) other than in the ordinary course of business, in the possession of any person (other than her master and crew) or (c) subject to a possessory lien.

The Vessel is supplied with valid and up-to-date safety, safety construction, safety equipment, radio, loadline, health, tonnage, trading and other certificates or documents as may for the time being be prescribed by the law of Norway or of any other pertinent jurisdiction, or that would otherwise be deemed necessary by a shipowner acting in accordance with internationally accepted standards for good ship management and operations.

No blacklisting or boycotting of any type has been applied or currently exists against or in respect of the Vessel.

There are not outstanding any options or other rights to purchase the Vessel.

The insurance policies relating to the Vessel are as set forth on Schedule 1 hereto, each of which is in full force and effect and, to the Seller’s knowledge, not subject to being voided or terminated for any reason.

From the Signing Date to the Closing Date, the Seller shall cause the Company to conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted. The Seller shall not permit the Company to enter into any contracts or other written or

oral agreements prior to the Closing Date, other than such contracts and agreements as have been disclosed to the Buyer prior to the Signing Date, without the prior consent of the Buyer (such consent not to be unreasonably withheld). In addition, the Seller shall not permit the Company to take any action that would result in any of the conditions to the purchase and sale of the Shares set forth in Clause 6 not being satisfied. Furthermore, the Seller hereby agrees and covenants that it:

The Buyer hereby agrees and covenants that during the period of time after the Signing Date and prior to the Closing Date, the Buyer shall, in respect of the Shares to be transferred on the Closing Date, take, or cause to be taken, all necessary company action, steps and proceedings to approve or authorize validly and effectively the purchase and sale of the Shares and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby.

This Agreement may be terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Closing Date:

If this Agreement is terminated pursuant to Clause 11.1, all further obligations of the Parties pursuant to this Agreement shall terminate without further liability of a Party to the other, provided, however, that the obligations of the Parties contained in Clause 13 (Costs) and Clause 17 (Governing Law and arbitration) shall survive such termination, and further provided, that if this Agreement is terminated by a Party because of the breach of this Agreement by the other Party or because one or more of the conditions to the terminating Party’s obligations under this Agreement is not satisfied as a result of the other Party’s failure to comply with its obligations under this Agreement, the terminating Party’s right to pursue all legal remedies will survive such termination unimpaired.

Following the Closing, the Seller shall be liable for, and shall indemnify, defend and hold harmless the Buyer and its respective officers, directors, employees, agents and representatives (the “ Buyer Indemnitees ”) from and against, any Losses, suffered or incurred by such Buyer Indemnitees:

Following the Closing, the Buyer shall be liable for, and shall indemnify, defend and hold harmless the Seller and its respective officers, directors, employees, agents and representatives (the “ Seller Indemnitees ”) from and against, any Losses, suffered or incurred by such Seller Indemnitees by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer.

If the Seller or the Buyer, as the case may be (an “ Indemnified Party ”), shall receive notice of any claim by a third party that is or may be subject to indemnification or compensation from the other Party pursuant to this Agreement (a “ Third-Party Claim ”), the Indemnified Party shall give the other Party (the “ Indemnifying Party ”) prompt written notice of such Third-Party Claim and the Indemnifying Party shall, at the Indemnifying Party’s option, have the right to participate in the defence thereof by counsel at the Indemnifying Party’s own cost and expense. If the Indemnifying Party acknowledges within 30 days from such written notice in writing its obligation to indemnify the Indemnified Party against all Losses that may result from such Third-Party Claim, the Indemnifying Party shall be entitled, at the Indemnifying Party’s option, to assume and control the defence of such Third-Party Claim at the Indemnifying Party’s cost and expense and through counsel of the Indemnifying Party’s choice. No such Third-Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party, unless the settlement involves only the payment of money by the Indemnifying Party. No Third-Party Claim that is being defended in good faith by the Indemnifying Party shall be settled by the Indemnified Party without the written consent of the Indemnifying Party. The Indemnifying Party shall have no obligation to indemnify the Indemnified Party for any losses resulting from the settlement of Third-Party Claims in violation of the provisions of this Clause 12.3.

All notices, requests, demands, approvals, waivers and other communications required or permitted under this Agreement must be in writing in the English language and shall be deemed to have been received by a Party when:

All such notices and communications shall be addressed as set forth below or to such other addresses as may be given by written notice in accordance with this Clause 14.

If to the Seller:

Knutsen NYK Offshore Tankers AS

Attention: CEO

Smedasundet 40, Postboks 2017, 5504 Haugesund, Norway

Fax no.: +47 52 70 40 40

If to the Buyer:

KNOT Shuttle Tankers AS

Attention: Chairman of the Board

Smedasundet 40, Postboks 2017, 5504 Haugesund, Norway

Fax no.: +47 52 70 40 40

This Agreement shall be binding upon and inure to the benefit of the successors of the Parties, but shall not be assignable by any of the Parties without the prior written consent of the other Party. The benefit of this Agreement may, however, be assigned by either of the Parties to any group directly or indirectly controlling, controlled by or under common control of the assignor, provided that the assignor shall remain liable for its own debt and for all obligations under this Agreement.

From time to time after the Signing Date, 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 shall 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 contributed and assigned by this Agreement or intended so to be and (c) more fully and effectively to carry out the purposes and intent of this Agreement.

This Agreement, the Schedules hereto and the instruments referenced herein supersede all previous understandings or agreements among the Parties, whether oral or written, with respect to its subject matter hereof. This Agreement, the Schedules hereto and the instruments referenced herein contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement unless it is contained in a written amendment hereto executed by the Parties hereto after the Signing Date.

No one is entitled to receive any finder’s fee, brokerage or other commission in connection with the purchase of the Shares or the consummation of the transactions contemplated by this Agreement.

This Agreement shall be governed by and construed in accordance with Norwegian law.

The Parties shall seek to solve through negotiations any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof. If the Parties fail to solve such dispute, controversy or claim by a written agreement within 60 days after one of the Parties has requested such negotiations by notice to the other Party, such dispute, controversy or claim shall be finally settled by arbitration in Haugesund in the English language in accordance with the Norwegian Arbitration Act. The arbitration tribunal shall consist of three arbitrators, of which the Buyer shall appoint one arbitrator and the Seller shall appoint one arbitrator. The arbitrators so appointed shall appoint the third arbitrator, who shall be the chairman of the arbitration tribunal. In

the event of failure by a Party to appoint its arbitrator within 30 days after the request for arbitration first is given, or the failure by the first two arbitrators to appoint the third arbitrator within 30 days after appointment of the last of the first two arbitrators to be appointed, such arbitrator or arbitrators shall be appointed by the district judge (No: “Sorenskriver”) of Haugesund District Court. Any Party may seek judgement upon any award in any court having jurisdiction, or an application may be made to such court for the judicial acceptance of the award and for an order of enforcement.

Notwithstanding the above, either Party may bring an action in any court of competent jurisdiction (a) for provisional relief pending the outcome of arbitration, including, without limitation, provisional injunctive relief or pre-judgement attachment of assets, or (b) to compel arbitration or enforce any arbitral award. For purposes of any proceeding authorised by this Clause 17, each Party hereby consents to the non-exclusive jurisdiction of Haugesund, Norway.

* * *

This Agreement has been executed in two original copies, of which each Party has retained one copy.

Schedule 1

INSURANCES

ACCOUNTS

[Separate attachment]

KNOT Shuttle Tankers 25 AS

Annual Report 2016

M/T “ Vigdis Knutsen “

KNOT SHUTTLE TANKERS 25 AS

REPORT OF THE BOARD OF DIRECTORS 2016

KNOT Shuttle Tankers 25 AS have contracted one 158,000 DWT suez-max DP2 shuttle tanker at Hyundai Heavy Industries Co., Ltd. in South Korea delivered February 7 2017.

The company operates out of Haugesund, Norway and has no employees and working environment. KNOT Management AS in Haugesund manages the daily operations of the company in accordance with separate agreement.

The company’s activity

The Company has entered into construction contract for one suez-max DP2 shuttle tanker at with hull number 2817, named Vigdis Knutsen. The vessel was delivered from the yard February 7 2017. The five first installments, 40% of the contract price, have been paid from signing the contract to the end of 2016 and the last outstanding payments to the yard was paid at delivery, with a total value of USD 102 million.

The vessels will be chartered to Brazil Shipping I Limited, a member of Shell Group, on a five-year time charter agreement where charterer have two options to increase with five more years.

Result for the year

The company has had no operating income during 2016. The operating loss for KNOT Shuttle Tankers 25 AS was NOK 1 174 488 in 2016 compared to NOK 231 388 in 2015. After net financial income of NOK 3 814 491 in 2016, against net expenses of NOK 1 901 999 in 2015, the results of the year were NOK 2 640 003 in 2016 compared to a loss of NOK 2 133 386 in 2015.

The Board of Directors propose to the result for the year transferred to other equity.

Total cash flow from operational activities was negative of NOK 148 819 891 in 2016, compared to negative of NOK 2 045 674 in 2015. The liquidity position was NOK 18 632 252 as per 31.12.2016 compared to NOK 5 062 792 as per 31.12.2015. The company’s ability to finance its investments is good. The company have financed the vessel under construction in 2015 for period until the delivery and after delivery and increased the financing by a top financing from a related company in 2016. The outstanding mortgage loan including the related party mortgage loan at the end of 2016 are USD 57 703 037.

The company’s short term debt was 1.2 % of total debt as of 31.12.2016, compared to 0.18 % as of 31.12.2015.

Total capital was by the end of the year NOK 647 090 734, compared to NOK 294 060 505 the year before. The equity share as of 31.12.2016 was 26 %, compared to 56 % per 31.12.2015.

The company is exposed to fluctuations in foreign exchange rates, especially USD, as the company’s income is denominated in USD. Since the majority of the company’s operating expenses and financial costs also are denominated in USD, this limits the company’s foreign exchange risk. The company has not entered into any forward contracts or other agreements in order to reduce the company’s foreign exchange risk, and thereby operating related market risk.

The company is also exposed to changes in the interest rate level, as its long term debt carrying floating interest rate. The company has entered into interest rate swaps to reduce the company’s interest rate risk.

The financial accounts are made on the assumption of a going concern. The Board of Directors confirms the conditions for continued operation. The Board of the Directors is of the opinion that the financial statements give a true and fair reflection of the company’s assets and liabilities as well as financial strength and profitability.

The environment safety and quality control

The requirements for environment and safety in the operations of the vessels are increasing, and both the Company and the Knutsen NYK Offshore Tankers Group emphasize operational quality.

The Company and the group allocate considerable resources to quality control, and there are strict requirements to safety and the operational systems of the vessel. There are no indications that the company pollutes the external environment significantly, and the board of directors considers the working conditions as satisfactory. All certificates are valid. The vessel is certified in accordance with both the ISM and ISPS codes.

The company have no employees and thus no working environment. The company aims to be workplace where there is no discrimination related to gender, ethnicity, religion or disability. The company aims to avoid gender discrimination regarding salary, promotion and recruiting. The members of the Board of Directors are all men.

Future prospects

The newly delivered vessel is chartered out on a long term charter with a company in the Shell Group. The company have secured long term financing partly secured with interest rate swaps. The Board of Directors of KNOT Shuttle Tankers 25 AS expects 2017 to be a satisfactory year for the vessel after start-up of operation, ballast voyage to Brazil with testing before startup on the long term charter contract.

Haugesund, February 28, 2017

KNOT SHUTTLE TANKERS 25 AS

Notes to the Financial Statement 31.12.2016

The financial statements have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway.

Current Assets/Current Liabilities

Fixed assets are intended for long-term ownership and use. Other assets are classified as current assets. Short-term liabilities are due within one year or tied to the operation of the vessel. Other liabilities are classified as long-term liabilities.

Current assets are valued at the lower of cost and fair value. Short-term liabilities are recorded at nominal value at the time of the entering.

Fixed Assets and Dry-Docking

Yard instalments paid on newbuildings are gradually recorded as fixed assets as the instalments are paid. All costs regarding construction supervision, construction financing (including building loan interest, arrangement fees, provision of guarantees), purchases beyond the yard contract regarding the individual contract are also registered.

Newbuilding contracts are valued in accordance with the lower value of capitalized value and fair value (including TC contracts entered by the newbuilding), if the loss is not considered as temporary.

The total cost of the vessel is capitalised at delivery and depreciated linearly over the expected life time.

Dry-docking expenses are capitalised and expensed over the period till the next dry-docking. This is in line with the depreciation plan of the vessel, and takes into account that the vessel is classified to operate for an additional period. Dry-docking is carried out every 5th year for vessels less than 15 years, and every 2.5 year for vessels more than 15 years. In the case of a newbuilding, a portion of the total cost of the vessel equal to the dry-docking cost is capitalised. Actual expenses related to repair and maintenance of the vessel are expensed when the work is executed.

The fixed assets are valued according to the lowest of the depreciated value and the market value unless the fall in value is assumed to be temporary.

Transactions in Foreign Currency

Income and expenditure in foreign currency are converted with the exchange rate at the time of the transaction.

All current assets and current liabilities in foreign currency are registered at the rate of exchange as per 31.12. Realised foreign exchange gain and loss are registered as financial items.

The debt is valued at the historical rate, to the extent that the future net nominal income flow exceed the borrowed amount. To the extent that long-term debt exceeds the net nominal income flow, the unrealised foreign exchange loss on the exceeding amount is recorded.

Realized and unrealized profit and loss on foreign exchange are recorded as financial income / expenses.

Financial contracts

The company will from time to time step into/take over interest rate contracts from other group or related companies. The transfer of interest rate swaps between companies will be done with the financial counterpart’s participation and will be sold/transferred to the new party at market value. The seller will take the value as a financial gain or loss into the profit and loss statement and the purchasing company will capitalize the value and amortize the value linearly to zero over the contract period.

Interest-bearing loan and borrowings

All loans and borrowings are initially recognized at cost, being the fair value of the consideration received net of issue costs associated with the borrowing.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the effective interest method; any difference between proceeds (net of transaction costs) and the redemption value is recorded in the profit and loss over the period of the interest-bearing liabilities. Amortized cost is calculated by taking into account any issue costs, and any discount or premium on settlement. Gains and losses are recognized in the net profit and loss statement when the liabilities are devalued or depreciated, as well as through the amortization process.

Financial Instruments

The treatment of foreign exchange and interest rate instruments depends on the intention behind the agreement. If the intention of the contracts is to hedge the company’s exposure against fluctuations in interest rates and foreign exchange rates, then the income and expenses related to the hedging and the corresponding items in the balance sheet are classified in the same manner.

Tax

The company have elected to be taxed based on the Norwegian tonnage tax regime. The tonnage tax regime have a list of requirements that companies have to fulfill to qualify for election of the regime, such as minimum 3% direct or indirect ownership in vessels that perform transportation only. The company are restricted to what assets, liabilities and business they can participate in, and the same will apply for underlying companies and/or

In the tonnage tax regime the company pay a tonnage tax based on the weight of the owned vessels and taxable result is based on a taxable financial result. This means that the company’s operating results is not taxable. The taxable financial result is based on the net financial items in the profit and loss account where only a portion of the foreign exchange gain is taxable and a portion of the foreign exchange loss and interest expenses is deductible. The portion is based on the amount of financial assets compared to total assets in the balance sheet. The company will also have to pay a calculated tax on the equity if the equity exceed 70% of total capital. Tonnage tax is classified as an operating expense in the profit and loss statement.

The calculated tax expenses in the profit and loss statement includes both the payable tax for the period in addition to the change in deferred tax. Deferred tax is calculated based on the temporary differences between the balance sheet values in the accounts and the tax values in addition to the tax loss carried forward at the end of the financial year. Tax increasing and decreasing changes in temporary differences that can be reversed in the same period are offset and the net value is taken into the accounts.

Cash flow statement

The cash flow statement is presented using the indirect method of NRS. The liquidity balance is defined as the sum of cash, bank deposits and other short term liquid deposits.

Related party transactions

The Company has undertaken several agreements and transactions with related parties in the KNOT. The level of fees are based on market terms and are in accordance with the arm’s length principle. KNOT Management AS delivers ship management services for the Company’s vessel. Ship management fee includes services like technical management, crewing management, IT and energy management.

The Company has entered a construction contracts with Hyundai Heavy Industries, South Korea, with hull number 2817 named Vigdis Knutsen. The company has paid 40 % of the contract sum per 31.12.2016. The remaining adjusted contract sum with changes amounted to USD 102 million have been paid at delivery of the vessel February 7, 2017. In addition to the contract sum, construction supervision and company-specific adjustments to construction contracts are incurred. The company has secured employment of the vessels with a 5 year fix time charter contract with charterers option to extend with 5+5 years options to Brazil Shipping I Limited. Delivery after the contract will be in Brazil after Petrobas testing and approval.

The company has signed a contract regarding a construction supervision of the new buildings with Knutsen OAS Shipping AS. KNOT Management AS operates as a manager on behalf of the company in accordance with management agreement.

The company doesn’t have locked-up bank funds per 31.12

The USDNOK exchange rate at the year-end was 8,6456 (8,7986 in 2015).

The estimated outstanding debt per 31.12.2021 is USD 73 million.

The company has aimed to reduce the market risk by entering financial contracts. Hedge accounting has been applied for revenue in USD (cash flow hedge). Loans in USD are used as hedging instrument. The profit and loss impact of the hedging instrument (loan in USD) is presented together with the hedged risk. This implies that realized currency gain/losses on the loans are presented as an increase/reduction of operating income.

Future income flows from anticipated fixed contracts in USD exceed debt in USD. Therefore it is not recognized foreign exchange gains/losses on USD debt on the basis of the year-end exchange rate. Per 31.12.2016 the not recorded foreign exchange loss (i.e. off-balance) is NOK 17 million compared to a loss of NOK 4 million as per 31.12.2015.

Security for the loan is made through a first priority in the vessel, transportation of income, pledged bank deposit, factoring agreement, pledged shares in the company and guarantees from the owner.

Book value of mortgaged assets is NOK 647 million.

The company has aimed to reduce the market risk by entering financial contracts. The company has entered long term freight contracts in USD, with the intention of having income, vessel investment and loans in the same currency in order to minimize the effects of exchange rate fluctuations. The company has also entered into interest rate swap contracts to reduce the effects of exchange rate fluctations. The company has entered agreements on fixed rates on USD 75 million. Mark to market gain on interest swaps have not been taken into account with USD 1.1 million.

Share capital consist of 100 shares a NOK 1 000.

The company is a wholly owned subsidiary of Knutsen NYK Offshore Tankers AS. Financial statements for the group can be obtained at company’s registered office, Smedasundet 40, 5529 Haugesund.

Trygve Seglem controls TS Shipping Invest AS, which owns 50 % of the parent company Knutsen NYK Offshore Tankers AS.

The company is taxed based on the shipping tax regime. This means that companies are not taxed on the basis of its operating income. However it is calculated an annual tax of 25% on the company’s net financial income. At the same time companies within the tonnage tax scheme will have to pay a tonnage tax based on the size of the company’s operated vessels, which in 2016 amounted to NOK 0 (NOK 0 in 2015). Tonnage tax is classified as an operating expense.

Below is a specification of the temporary differences at the end of the financial year.

Deferred tax assets related to losses carried forward are only recognized to the extent that there is convincing evidence that these will be utilized in the future.

Taxable result tonnage tax scheme:

INDEPENDENT AUDITOR’S REPORT

To the Annual Shareholders’ Meeting of KNOT Shuttle Tankers 25 AS

Report on the audit of the financial statements

Opinion

We have audited the financial statements of KNOT Shuttle Tankers 25 AS, which comprise the balance sheet as at 31 December 2016, the income statement and statements of cash flows for the year then ended and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the financial statements of KNOT Shuttle Tankers 25 AS have been prepared in accordance with laws and regulations and present fairly, in all material respects, the financial position of the Company as at 31 December 2016 and its financial performance for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway.

Basis for opinion

We conducted our audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Norway, and we have fulfilled our ethical responsibilities as required by law and regulations. We have also complied with our other ethical obligations in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other information

Other information consists of the information included in the Company’s annual report other than the financial statements and our auditor’s report thereon. The Board of Directors (management) is responsible for the other information. Our opinion on the audit of the financial statements does not cover the other information, and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information, and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management for the financial statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and for such internal control as management determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting, unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with law, regulations and generally accepted auditing principles in Norway, including ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Report on other legal and regulatory requirements

Opinion on the Board of Directors’ report

Based on our audit of the financial statements as described above, it is our opinion that the information presented in the Board of Directors’ report concerning the financial statements, the going concern assumption, and proposal for the allocation of the result is consistent with the financial statements and complies with the law and regulations.

Opinion on registration and documentation

Based on our audit of the financial statements as described above, and control procedures we have considered necessary in accordance with the International Standard on Assurance Engagements (ISAE) 3000, Assurance Engagements Other than Audits or Reviews of Historical Financial Information , it is our opinion that management have fulfilled their duty to ensure that the Company’s accounting information is properly recorded and documented as required by law and bookkeeping standards and practices accepted in Norway.

Oslo, 6 March 2017

E RNST  & Y OUNG AS

/s/ Magnus H. Birkeland

Magnus H. Birkeland

State Authorised Public Accountant (Norway)

Independent auditor’s report – KNOT Shuttle Tankers 25 AS

Exhibit 4.2

Execution Version

SECOND AMENDMENT TO SERIES A PREFERRED UNIT PURCHASE AGREEMENT

THIS SECOND AMENDMENT TO SERIES A PREFERRED UNIT PURCHASE AGREEMENT (this “ Second Amendment ”), is entered into as of May 16, 2017, by and among KNOT OFFSHORE PARTNERS LP, a Marshall Islands limited partnership (the “ Partnership ”), OMP AY Preferred Limited, a company with limited liability organized under the laws of the Republic of Malta (“ OMP ”), Pierfront Capital Mezzanine Fund Pte. Ltd., a limited liability company established under Singapore law (“ Pierfront ”), and Tortoise Direct Opportunities Fund, LP, a Delaware limited partnership (“ Tortoise ”), and together with Pierfront and OMP, the “ Purchasers ”).

W I T N E S S E T H:

WHEREAS, the Partnership and OMP are parties to that certain SERIES A PREFERRED UNIT PURCHASE AGREEMENT, dated as of December 6, 2016 (as amended by the Assignment and Novation Agreement dated December 20, 2016 and the First Amendment to the Series A Preferred Unit Purchase Agreement, dated as of February 2, 2017 (the “ Prior Purchase Agreement ”); and

WHEREAS, the Partnership and the Purchasers desire to amend the Prior Purchase Agreement to provide for, among other things, the issuance and sale of Additional Units to Pierfront and Tortoise on the terms and subject to the conditions set forth herein and in the Prior Purchase Agreement, as amended by this Second Amendment (as so amended, the “ Purchase Agreement ”).

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

Section 1. Defined Terms . Capitalized terms used but not defined herein (including in the preamble and recitals set forth above) shall have the meanings ascribed to them in the Purchase Agreement.

Section 2. Amendments to the Purchase Agreement .

a. Section 1.01 of the Purchase Agreement is hereby amended by deleting the definitions of “Business Days”, “Confidentiality Agreements”, “Operating Subsidiaries”, “Partnership Agreement”, “Second A&R LPA”, “Transaction Documents”, “Transaction Fee” and “Vessels” in their entirety and substituting the following definitions in lieu thereof:

“ Business Days ” means any day other than a Saturday, Sunday, any legal holiday or day on which banking institutions in the Republic of Malta, the State of New York, the Kingdom of Norway or the Republic of Singapore are authorized or required by Law or other governmental action to close.

“ Confidentiality Agreements ” means the Confidentiality Agreement dated on or about November 30, 2016 entered into by the Partnership and OMP, as may be amended from time to time.

“ Operating Subsidiaries ” means, collectively, KNOT Shuttle Tankers 12 AS, a company organized under the laws of Norway, Knutsen Shuttle Tankers XII KS, a limited partnership organized under the laws of Norway, Knutsen Shuttle Tankers XII AS, a company organized under the laws of Norway, KNOT Shuttle Tankers 17 AS, a company organized under the laws of Norway, KNOT Shuttle Tankers 18 AS, a company organized under the laws of Norway, Knutsen Shuttle Tankers 13 AS, a company organized under the laws of Norway, Knutsen Shuttle Tankers 14 AS, a company organized under the laws of Norway, Knutsen Shuttle Tankers 15 AS, a company organized under the laws of Norway, KNOT Shuttle Tankers 20 AS, a company organized under the laws of Norway, KNOT Shuttle Tankers 21 AS, a company organized under the laws of Norway, Knutsen NYK Shuttle Tankers 16 AS, a company organized under the laws of Norway, Knutsen Shuttle Tankers 19 AS, a company organized under the laws of Norway, and KNOT Shuttle Tankers 24 AS, a company organized under the laws of Norway.

“ Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of KNOT Offshore Partners LP, dated April 15, 2013, between KNOT Offshore Partners GP LLC and Knutsen NYK Offshore Tankers AS, as amended from time to time in accordance with the terms thereof (including, as the context requires, by the Second A&R LPA and the Third A&R LPA).

“ Purchasers ” means OMP, Pierfront and Tortoise.

“ Second A&R LPA ” means the Second Amended and Restated Agreement of Limited Partnership of KNOT Offshore Partners LP, dated February 2, 2017.

“ Transaction Documents ” means, collectively, this Agreement, the Registration Rights Agreement, the Second A&R LPA and the Third A&R LPA.

“ Transaction Fee ” means one or more of the following, as the context may require: the OMP First Closing Date Transaction Fee, the OMP Second Closing Date Structuring Fee and the Pareto Transaction Fee.

“ Vessels ” means collectively, the Fortaleza Knutsen, the Recife Knutsen, the Bodil Knutsen, the Windsor Knutsen, the Carmen Knutsen, the Hilda Knutsen, the Torill Knutsen, the Dan Cisne, the Dan Sabia, the Ingrid Knutsen, the Raquel Knutsen and the Tordis Knutsen.

b. Section 1.01 of the Purchase Agreement is hereby amended by adding the following definitions in their corresponding alphabetical order:

2

“ OMP First Closing Date Transaction Fee ” means an amount equal to 2.0% of the OMP Funding Obligation with respect to the First Closing Date.

“ OMP Second Closing Date Structuring Fee ” means an amount equal to 0.75% of the aggregate of the Pierfront Funding Obligation and the Tortoise Funding Obligation with respect to the Second Closing Date.

“ Pareto ” means Pareto Securities Limited.

“ Pareto Transaction Fee ” means an amount equal to 1.75% of the aggregate of the Pierfront Funding Obligation and the Tortoise Funding Obligation with respect to the Second Closing Date.

“ Pierfront ” means Pierfront Capital Mezzanine Fund Pte. Ltd., a limited liability company established under Singapore law.

“ Pierfront Funding Obligation ” means an amount equal to the Purchase Price multiplied by 1,250,000 Purchased Units to be purchased by Pierfront on the Second Closing Date.

“ Second Closing Date ” means June 30, 2017 or such other time and date as Pierfront and the Partnership may agree in writing, and which shall be deemed a “Closing Date”.

“ Third A&R LPA ” has the meaning specified in Section 2.07(a)(xii) .

“ Tortoise ” means Tortoise Direct Opportunities Fund, LP, a Delaware limited partnership.

“ Tortoise Funding Obligation ” means an amount equal to the Purchase Price multiplied by 416,667 Purchased Units to be purchased by Tortoise on the Second Closing Date.

c. Section 2.07(a) of the Purchase Agreement is hereby amended by deleting clause (xi) in its entirety and substituting the following:

“(xi) Such other documents relating to the transactions contemplated by this Agreement as a Purchaser or its counsel may reasonably request; and”

d. Section 2.07(a) of the Purchase Agreement is hereby amended by adding a new clause (xii) following clause “(xi”) as follows:

“(xii) At the Second Closing Date, an executed copy of the Third Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached as Exhibit C hereto (the “ Third A&R LPA ”).”

3

e. Section 3.02 is hereby amended by deleting clause (a) in its entirety and substituting the following clause (a) in lieu thereof:

“(a) As of the date hereof prior to the issuance and sale of 1,250,000 Purchased Units to Pierfront and 416,667 Purchased Units to Tortoise on the Second Closing Date, the issued and outstanding limited partner interests of the Partnership consist of 29,694,094 Common Units, 2,083,333 Series A Preferred Units and the incentive distribution rights (as described and defined in the Partnership Agreement, the “ Incentive Distribution Rights ”). All outstanding Common Units, Series A Preferred Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such non-assessability may be affected by Sections 20, 31, 40 and 49 of the Republic of the Marshall Islands Limited Partnership Act (the “ Marshall Islands LP Act ” and except as provided in the Partnership Agreement).”

f. Section 3.02 is hereby amended by deleting clause (b) in its entirety and substituting the following clause (b) in lieu thereof:

“(a) The General Partner is the sole general partner of the Partnership, with an approximate 1.85% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and the General Partner owns such general partner interest free and clear of all Liens, except for restrictions on transferability contained in the Partnership Agreement.”

g. Section 3.04 is hereby amended by deleting Section 3.04 in its entirety and substituting the following Section 3.04 in lieu thereof:

“ Section 3.04 Partnership SEC Documents . Since January 1, 2017, the Partnership’s forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act have been filed with the Commission on a timely basis. The Partnership SEC Documents, at the time filed (or in the case of registration statements, solely on the dates of effectiveness), except to the extent corrected by a subsequent Partnership SEC Document, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be.”

4

h. Section 3.07 is hereby amended by deleting Section 3.07 in its entirety and substituting the following Section 3.07 in lieu thereof:

“Section 3.07 No Material Adverse Change . Since December 31, 2016, except as described in the Partnership SEC Documents, (a) no Partnership Entity has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, investigation, order or decree, (b) there has not been any material change in the capitalization or material increase in the long-term debt of the Partnership Entities or any material adverse change or any development involving or which could reasonably be expected to involve, individually or in the aggregate, a prospective material adverse change in or affecting the general affairs, management, condition (financial or otherwise), stockholders’ equity, partners’ equity, members’ equity, results of operations, business, properties, assets or prospects of the Partnership Entities, taken as a whole, and (c) none of the Partnership Entities has incurred any liability or obligation, direct, indirect or contingent, or entered into any transactions, whether or not in the ordinary course of business, that, individually or in the aggregate, is material to the Partnership Entities, taken as a whole.”

i. Section 3.17 is hereby amended by deleting Section 3.17 in its entirety and substituting the following Section 3.17 in lieu thereof:

“ Section 3.17 Certain Fees . Except for the OMP First Closing Date Transaction Fee, the OMP Second Closing Date Structuring Fee and the Pareto Structuring Fee, no fees or commissions are or will be payable by the Partnership to brokers, finders or investment bankers with respect to the sale of any of the Purchased Units or the consummation of the transactions contemplated by this Agreement.”

j. Section 3.28 is hereby amended by deleting Section 3.28 in its entirety and substituting the following Section 3.28 in lieu thereof:

“ Section 3.28 Title To Property . The Partnership Entities have good title to all personal property described in the Partnership SEC Documents, and each of Knutsen Shuttle Tankers XII KS, Knutsen Shuttle Tankers XII AS, KNOT Shuttle Tankers 17 AS, KNOT Shuttle Tankers 18 AS, Knutsen Shuttle Tankers 13 AS, Knutsen Shuttle Tankers 14 AS, Knutsen Shuttle Tankers 15 AS, KNOT Shuttle Tankers 20 AS, KNOT Shuttle Tankers 21 AS, Knutsen NYK Shuttle Tankers 16 AS and KNOT Shuttle Tankers 24 AS hold, directly or indirectly, the interest in the applicable Vessel set forth opposite its name on Exhibit F, in each case free and clear of all Liens except (a) as described, and subject to the limitations contained, in the Partnership SEC Documents, (b) that arise from the indebtedness of the Partnership Entities or (c) as do not materially affect the value of such property, taken as a whole, and do not materially interfere with the use of such properties, taken as a whole, as they have been used in the past and are proposed to be used in the future, as described in the Partnership SEC Documents (the Liens described in clauses (a) through (c) above being

5

“ Permitted Liens ”); provided that with respect to any interest in real property and buildings held under lease by Partnership Entities, such real property and buildings are held under valid and subsisting and enforceable leases (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)).”

k. Section 5.04 of the Purchase Agreement is hereby amended by deleting Section 5.04 in its entirety and substituting the following Section 5.04 in lieu thereof:

“ Section 5.04 Lock-up Agreement . Without the prior written consent of the Partnership, except as specifically provided in this Agreement, each Purchaser and its Affiliates shall not, (a) during the period commencing on the First Closing Date and ending on the second anniversary of the First Closing Date, offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of the Purchased Units, (b) during the period commencing on the date hereof and ending on the second anniversary of the First Closing Date, directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Purchased Units or Common Units of the Partnership, (c) transfer any Purchased Units to any Person, including any governmental entity, including by means of any swap or other transaction or arrangement that transfers or that is designed to, or that might reasonably be expected to, result in the transfer to another, in whole or in part, any of the economic consequences of ownership of any Purchased Units, regardless of whether any transaction described in clauses (a) through (c) above is to be settled by delivery of Series A Preferred Units, Common Units or other securities, in cash or otherwise, or (d) effect any transfer of Purchased Units or Conversion Units in a manner that violates the terms of the Partnership Agreement; provided, however , that (i) such Purchaser may transfer any Purchased Units to an Affiliate of such Purchaser, (ii) after the second anniversary of the First Closing Date, a Purchaser may transfer Purchased Units in an aggregate amount not less than $10,000,000 (or such lesser amount as the Purchaser holds), subject to compliance with applicable securities laws and the terms of the Partnership Agreement, (iii) such Purchaser may transfer any Purchased Units at any time when the Common Units are no longer listed or admitted to trading on a national securities exchange, subject to compliance with applicable securities laws and the terms of the Partnership Agreement and (iv) such Purchaser may transfer any Purchased Units at any time when an event of default has occurred and is continuing under any indebtedness of the Partnership or any Operating Subsidiary in an outstanding principal amount, individually or in the aggregate, of at least $10,000,000.”

l. Section 8.01 of the Purchase Agreement is hereby amended by deleting Section 8.01 in its entirety and substituting the following Section 8.01 in lieu thereof:

6

“ Section 8.01 Expenses . Except as follows, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the Transaction Documents and the transactions contemplated thereby shall be paid by the party incurring such costs and expenses:

(a) To the extent not already paid, promptly following receipt of an invoice therefore containing reasonable supporting detail, the Partnership will reimburse the fees and reasonable out-of-pocket expenses for OMP related to the First Closing Date up to an aggregate of $150,000;

(b) On February 2, 2017, the Partnership paid to OMP the OMP First Closing Date Transaction Fee. The OMP First Closing Date Transaction Fee was paid by netting such fee from OMP’s Funding Obligation paid at the First Closing Date; provided that for United States federal income tax purposes, payment of the OMP First Closing Date Transaction Fee and the reimbursements described in Section 8.01(a) are, and will be treated by the parties as, adjustments to the Purchase Price paid by OMP on the First Closing Date for the Purchased Units;

(c) On the Second Closing Date, the Partnership shall pay to OMP Capital AS the OMP Second Closing Date Structuring Fee;

(d) On the Second Closing Date, the Partnership shall pay to Pareto the Pareto Transaction Fee; and

(e) Promptly following receipt of an invoice therefore containing reasonable supporting detail, the Partnership will reimburse up to an aggregate of (i) $50,000 of the fees and reasonable out-of-pocket expenses related to the Second Closing Date incurred by Pierfront and (ii) $12,500 of the fees and reasonable out-of-pocket expenses related to the Second Closing Date incurred by Tortoise.”

m. Schedule A of the Purchase Agreement is hereby amended by deleting Schedule A in its entirety and substituting the following Schedule A in lieu thereof:

“ Schedule A

7

n. Exhibit F of the Purchase Agreement is hereby amended by deleting Exhibit F in its entirety and substituting the following Exhibit F in lieu thereof:

Section 3. Acknowledgement . Each of Pierfront and Tortoise acknowledges that it desires to acquire the number of Series A Preferred Units set forth opposite its name on Schedule A of the Purchase Agreement, subject to the terms and conditions of the Purchase Agreement (including the Exhibits thereto) and hereby joins in, and agrees to be bound by and subject to, the Purchase Agreement, with the same force and effect as if it were originally a Purchaser party thereto. The Partnership and OMP hereby acknowledges and agree that each of Pierfront and Tortoise shall be deemed a Purchaser under the Purchase Agreement with respect to such Series A Preferred Units and that Pierfront and Tortoise shall be entitled to all of the rights and benefits, and subject to all of the obligations, of a Purchaser under the Purchase Agreement from and after the date of this Second Agreement.

8

Section 4. No Waiver . Except as expressly stated herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Purchase Agreement or constitute a course of conduct or dealing among the parties. Except as amended hereby, the Purchase Agreement remains unmodified and in full force and effect. All references in the Transaction Documents to the Purchase Agreement shall be deemed to be references to the Purchase Agreement as amended hereby.

Section 5. Counterparts . This Second Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.

Section 6. Successors and Assigns . This Second Amendment shall be binding upon the Partnership, each of the Purchasers and their respective successors and permitted assigns.

Section 7. Further Assurance . Each party hereby agrees from time to time after the date first written above, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as may reasonably require in order to carry out the intent and purposes of this Second Amendment.

Section 8. Governing Law: Submission to Jurisdiction . This Second Amendment, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Second Amendment or the negotiation, execution or performance of this Second Amendment (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Second Amendment), will be construed in accordance with and governed by the laws of the State of New York without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of New York, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of New York over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

Section 9. Severability . Wherever possible, each provision of this Second Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Second Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Second Amendment.

Section 10. Approval . By execution hereof, OMP AY Preferred Limited, as the sole holder of all currently outstanding Series A Preferred Units, hereby consents to the adoption of the Third A&R LPA, including all changes therein to the terms and conditions of the Series A Preferred Units (and the holders thereof).

[Remainder of page intentionally left blank; signature pages follow]

9

IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the date first set forth above.

[S IGNATURE PAGE TO S ECOND A MENDMENT TO S ERIES A P REFERRED U NIT P URCHASE A GREEMENT ]

Exhibit C

Form of Third Amended and Restated Agreement of Limited Partnership

of KNOT Offshore Partners LP

C-1

THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

KNOT OFFSHORE PARTNERS LP

TABLE OF CONTENTS

i

ii

iii

iv