DYNAGAS LNG PARTNERS LP Common Units Representing Limited Partnership Interest ATM Sales Agreement

Exhibit 1.1

EXECUTION COPY

Common Units Representing Limited Partnership Interest

July 2, ▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLC

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Ladies and Gentlemen:

Dynagas LNG Partners LP, a limited partnership organized under the laws of The Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Partnership”), confirms its agreement (this “Agreement”) with Virtu Americas LLC (“Virtu”) as follows:

The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission, a registration statement on Form F-3 (File No. 333-222237), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act Regulations”). The Partnership will prepare one or more prospectus supplements specifically relating to the Securities (each a “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Partnership will furnish to Virtu, for use by Virtu, electronic copies of the base prospectus included as part of

such registration statement, as supplemented by one or more Prospectus Supplements, relating to the Securities. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 12,  2018, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.”  The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by one or more Prospectus Supplements, in the form in which such base prospectus and/or a Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”).

The Clean Energy, the Ob River, the Amur River, the Arctic Aurora, the Yenisei River and the ▇▇▇▇ River are hereinafter collectively referred to as the “Vessels.”  In addition, (i)  Pegasus Shipholding S.A., a corporation organized under the laws of The Republic of The ▇▇▇▇▇▇▇▇ Islands (“Pegasus”), (ii) ▇▇▇▇▇ Shipping S.A., a corporation organized under the laws of The Republic of The ▇▇▇▇▇▇▇▇ Islands (“▇▇▇▇▇ Shipping”), (iii) Seacrown Maritime Ltd., a company organized under the laws of The Republic of The ▇▇▇▇▇▇▇▇ Islands (“Seacrown”) (iv) Fareastern Shipping Limited, a company organized under the laws of the Republic of Malta (“Fareastern”), (v) Navajo Marine Limited, a company organized under the laws of The Republic of The ▇▇▇▇▇▇▇▇ Islands (“Navajo”), (vi) Solana Holding Limited,  a company organized under the laws of The Republic of The ▇▇▇▇▇▇▇▇ Islands (“Solana”) and (vii) Arctic LNG Carriers Ltd., a company organized under the laws of The Republic of The ▇▇▇▇▇▇▇▇ Islands (“Arctic LNG”) are hereinafter collectively referred to as the “Operating Subsidiaries.”  The Partnership, Dynagas GP LLC, a limited liability company organized under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands (the “General Partner”), Dynagas Operating GP LLC, a limited liability company organized under the laws of The Republic of The ▇▇▇▇▇▇▇▇ Islands (“Dynagas Operating”), Dynagas Operating LP, a limited partnership organized under the laws of The Republic of The ▇▇▇▇▇▇▇▇ Islands (“OPCO”) and Dynagas Equity Holding Ltd., a corporation organized under the laws of The Republic of the ▇▇▇▇▇▇▇▇ Islands (“Dynagas Equity”) are hereinafter collectively referred to as the “Partnership Parties,” and together with the Operating Subsidiaries, the “Partnership Entities.”

For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and

Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “▇▇▇▇▇”).

payable to the Partnership, with an itemization of the deductions made by Virtu (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, Virtu hereby covenants and agrees not to sell Placement Securities other than by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act. For the purposes hereof, “Trading Day” means any day on which the Common Units are purchased and sold on the NYSE. During the term of this Agreement and notwithstanding anything to the contrary herein, Virtu agrees that in no event will it or any of its affiliates engage in any market making, bidding, stabilization or other trading activity with regard to the Common Units if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Exchange Act, as applicable.

The Partnership or Virtu may, upon notice (“Suspension Notice”) to the other party in writing (including by email correspondence to each of the individuals of the other party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set forth on Schedule 3), suspend any sale of Placement Securities for a period of time (“Suspension Period”); provided, however, that such suspension shall not affect or impair any party’s obligations with respect to any Placement Securities sold hereunder prior to the receipt of such notice. Each of the parties agrees that no such notice under this Section 4 shall be effective against any other party unless it is made to one of the individuals named on Schedule 3 hereto, as such Schedule may be amended from time to time.  The party that issued a Suspension Notice shall notify the other party in writing of the Trading Day on which the Suspension Period shall expire not later than twenty-four (24) hours prior to such Trading Day.

such writing shall include a price agreed to at the time of sale of any Placement Securities on a principal basis.

agrees with, Virtu as of the date of this Agreement and as of each Applicable Time (as defined below), as follows:

conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, as amended or supplemented from time to time.

of The ▇▇▇▇▇▇▇▇ Islands Limited Partnership Act (the “▇▇▇▇▇▇▇▇ Islands LP Act” and except as may otherwise be provided in the Partnership Agreement)).

(to the extent required under the OPCO Agreement) and nonassessable (except as such non-assessability may be affected by matters described in Section 30, 41, 51 and 60 of the ▇▇▇▇▇▇▇▇ Islands LP Act and except as may otherwise be provided in the OPCO Agreement); and each of the Partnership and Dynagas Operating owns such limited partner interest and general partner interest, respectively, free and clear of all Liens.

The agreements described in clauses (i) through (vii) of this Section 6(cc) are herein collectively referred to as the “Organizational Documents.”

agreement of Dynagas Operating and the Partnership, enforceable against Dynagas Operating and the Partnership in accordance with its terms;

provided, that, with respect to each such agreement, the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).

Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the Partnership Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses that, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.  To the knowledge of the Partnership Parties, the charter parties to the Covered Agreements possess, or reasonably expect to possess in the ordinary course of business as necessary, the Governmental Licenses that are the responsibility of the charter parties to obtain pursuant to the terms of the Covered Agreements.

(including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties).  On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities relating to the Vessels would not, individually or in the aggregate, have a Material Adverse Effect.  To the knowledge of the Partnership Parties, the parties to the Covered Agreements possess, or reasonably expect to possess in the ordinary course as necessary, the Environmental Permits that are the responsibility of the charter parties to obtain pursuant to the terms of the Covered Agreements.

directors) and its subsidiaries are in compliance with applicable ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and Exchange Act Regulations.  To the extent required under the Securities Laws, the Partnership maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. General Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.  To the extent required under the Securities Laws, the Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Act Regulations.  Since the end of the Company’s most recent audited fiscal year, the Partnership has not publicly disclosed or reported to the Audit Committee or the Board, a significant deficiency, material weakness, change in any required Internal Controls or fraud involving management or other employees who have a significant role in any required Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

States federal income tax with respect to its U.S. source international transportation income under Section 883 of the Code for the taxable year ending December 31, 2017 and will continue to so qualify for future tax years, provided that less than 50 percent of its Common Units are owned by “5-percent shareholders” (other than Dynagas Holding or its affiliates) as defined in Treasury Regulation Section 1.883-2(d)(3) for more than half the number of days during each such year.

Any certificate signed by an officer of the Partnership and delivered to Virtu or to counsel for Virtu, pursuant to or in connection Virtu as to the matters set forth therein.

filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information related to the Placement, (ii) the Partnership will prepare and file with the Commission, promptly upon Virtu’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Virtu’s reasonable opinion, after consultation with legal counsel, may be necessary or advisable in connection with the distribution of the Placement Securities by Virtu (provided, however, that the failure of Virtu to make such request shall not relieve the Partnership of any obligation or liability hereunder, or affect Virtu’s right to rely on the representations and warranties made by the Partnership in this Agreement; and provided, further, that the only remedy Virtu shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii)  the Partnership will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Securities or a security convertible into the Placement Securities (except for the Incorporated Documents) unless a copy thereof has been submitted to Virtu within a reasonable period of time before the filing and Virtu has not reasonably objected thereto (provided, however, that (A) the failure of Virtu to make such objection shall not relieve the Partnership of any obligation or liability hereunder, or affect Virtu’s right to rely on the representations and warranties made by the Partnership in this Agreement and (B) the Partnership has no obligation to provide Virtu any advance copy of such filing or to provide Virtu an opportunity to object to such filing if the filing does not name Virtu or does not relate to the transaction herein provided; and provided, further, that the only remedy Virtu shall have with respect to the failure by the Partnership to obtain such consent shall be to cease making sales under this Agreement), and the Partnership will furnish to Virtu at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (iv)  the Partnership will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Partnership’s reasonable opinion or reasonable objections, shall be made solely by the Partnership).

material respect any opinion, certificate, letter or other document required to be provided to Virtu pursuant to this Agreement.

(Each date of filing of one or more of the documents referred to in clauses (i) through (iii) shall be a “Representation Date.”)

the Partnership shall furnish Virtu with a certificate, in the form attached hereto as Exhibit A within five (5) Trading Days of any Representation Date, provided, however, in the case of clause (i) above, the Partnership shall furnish Virtu with a certificate, in the form attached hereto as Exhibit A on or prior to delivery of the first Placement Notice relating to the Securities. The requirement to provide a certificate under this Section 7(1) shall be deemed waived by Virtu for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Partnership delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Partnership files its annual report on Form 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Partnership subsequently decides to sell Placement Securities following

a Representation Date when the Partnership relied on such waiver and did not provide Virtu with a certificate under this Section 7(1), then before Virtu sells any Placement Securities, the Partnership shall provide Virtu with a certificate, in the form attached hereto as Exhibit A, dated the date of the Placement Notice.

violation of Regulation M, or pay anyone any compensation for soliciting purchases of the Placement Securities other than Virtu.

 alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Partnership by Virtu expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly after the indemnifying party receives a written invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 11 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

contribution) (A)  in such proportion as shall be appropriate to reflect the relative benefits received by the Partnership Parties on the one hand and Virtu on the other hand from the offering of the Placement Securities pursuant to this Agreement or (B) if the allocation provided by clause (A) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (A) above but also the relative fault of the Partnership Parties on the one hand and of Virtu on the other hand in connection with the statements or omissions that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering.  Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Partnership Parties or Virtu, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Partnership Parties and Virtu agree that it would not be just and equitable if contributions pursuant to this Section 11(d) were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage, or action in respect thereof, referred to above in this Section 11(d) shall be deemed to include, for the purpose of this Section 11(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim to the extent consistent with Section 11(c) hereof.

Notwithstanding the foregoing provisions of this Section 11(d), Virtu shall not be required to contribute any amount in excess of the commissions received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 11(d), any person who controls a party to this Agreement within the meaning of the Securities Act or the Exchange Act, and any officers, directors, partners, employees or agents of Virtu, will have the same rights to contribution as that party, and each officer and director of the General Partner who signed the Registration Statement will have the same rights to contribution as the Partnership Parties, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made under this Section 11(d), will notify any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under this Section 11(d) except to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 11(c) hereof, no party will be liable for contribution with respect to any action or claim settled without its written consent if such consent is required pursuant to Section 11(c) hereof.

of their respective dates, regardless of (i) any investigation made by or on behalf of Virtu, any controlling persons, or the Partnership Parties (or any of their officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Securities and payment therefor or (iii) any termination of this Agreement.

Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.

with a copy to:

and if to the Partnership Parties, shall be delivered to:

with a copy to:

Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally, by email, or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, “Business Day” shall mean any day on which the NYSE and commercial banks in the City of New York are open for business.

An electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Section 14 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives confirmation of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”) which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.

expressly provided in this Agreement. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not Virtu has advised or is advising the Partnership Parties on other matters, and Virtu has no obligation to the Partnership Parties with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement;

“Applicable Time” means (i) each Representation Date and (ii) the time of each sale of any Placement Securities pursuant to this Agreement.

“Effective Date” shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto became or becomes effective.

 “Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Placement Securities that (1) is required to be filed with the Commission by the Partnership, (2) is a “road show” that is a “written communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Partnership’s records pursuant to Rule 433(g) under the Securities Act.

“Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),” “Rule 430B,” and “Rule 433” refer to such rules under the Securities Act.

“Securities Laws” means, collectively, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”), the Securities Act, the Exchange Act, the Securities Act Regulations, the Exchange Act Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in ▇▇▇▇▇▇▇▇-▇▇▇▇▇) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of the Exchange.

All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be.

All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to ▇▇▇▇▇; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to ▇▇▇▇▇; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Securities by Virtu outside of the United States.

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If the foregoing correctly sets forth the understanding between the Partnership, the General Partners and Virtu, please so indicate in the space provided below for that purpose, whereupon this Agreement shall constitute a binding agreement between the Partnership, the General Partner and Virtu.

Very truly yours,

ACCEPTED as of the date first-above written:

SCHEDULE 1

Gentlemen:

Pursuant to the terms and subject to the conditions contained in the ATM Sales Agreement by and between Dynagas LNG Partners LP, a limited partnership organized under the laws of The Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Partnership”), Dynagas GP LLC, Dynagas Operating GP LLC, Dynagas Operating LP, Dynagas Equity Holding Ltd. and Virtu Americas LLC (“Virtu”), dated July 2, 2020, the Partnership hereby requests that Virtu sell up to _______Common Units, at a minimum market price of $__________ per share, during the time period beginning [month, day, time] and ending [month, day, time].

SCHEDULE 2

Upon the sale of Placement Securities pursuant to this Agreement, the Partnership shall pay to Virtu in cash on the applicable Settlement Date, an amount equal to up to 3% of the gross proceeds from such sale of Placement Securities.

SCHEDULE 3

SCHEDULE 6(z)

VESSELS

EXHIBIT A


Form of Representation Date Certificate

Permitted Free Writing Prospectuses

None.