Exhibit 10.1

Execution Version

INVESTORS’ AND REGISTRATION RIGHTS AGREEMENT

among

CHENIERE ENERGY, INC.,

CHENIERE ENERGY PARTNERS GP, LLC,

CHENIERE ENERGY PARTNERS, L.P.,

CHENIERE CLASS B UNITS HOLDINGS, LLC,

and

BLACKSTONE CQP HOLDCO LP

and

the other INVESTORS named herein

Dated as of July 31, 2012

TABLE OF CONTENTS

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INVESTORS’ AND REGISTRATION RIGHTS AGREEMENT

This Investors’ and Registration Rights Agreement (this “Agreement”) is made and entered into as of July 31, 2012, by and among (i) Cheniere Energy, Inc., a Delaware corporation (the “Company”), (ii) Cheniere Energy Partners GP, LLC, a Delaware limited liability company (the “General Partner”), (iii) Cheniere Energy Partners, L.P., a Delaware limited partnership (“CQP”), (iv) Cheniere Class B Units Holdings, LLC, a Delaware limited liability company, and (v) Blackstone CQP Holdco LP, a Delaware limited partnership (the “Purchaser” or the “Investor” and together with all assignees of Investor’s rights pursuant to Section 4.4.7, collectively the “Investors”).

W I T N E S S E T H:

This Agreement is made in connection with the potential sale of Class B Units of CQP to (i) the Purchaser pursuant to the Unit Purchase Agreement, dated as of May 14, 2012, by and among CQP, the Company and the Purchaser (as amended, restated or otherwise modified from time to time, the “Unit Purchase Agreement”), and (ii) to Cheniere Class B Units Holdings, LLC pursuant to the CEI Unit Purchase Agreement, dated as of May 14, 2012, by and among CQP, the Company and Cheniere LNG Terminals, Inc. (as predecessor-in-interest to Cheniere Class B Units Holdings, LLC) (as amended, restated or otherwise modified from time to time, the “CEI Unit Purchase Agreement”).

In consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree (in the case of the Investors, severally and not jointly) as follows:

For purposes of this Agreement, the following terms have the indicated meanings:

“Actual Conversion Date” has the meaning set forth in the CQP Partnership Agreement.

“Affiliate” means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, “controlling,” “controlled by” and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by Contract or otherwise. Any Affiliate of the Company, the General Partner or the Partnership Group shall not be deemed an Affiliate of the Purchaser for purposes of this Agreement.

“Agreement” is defined in the preamble to this Agreement.

“AMEX” means the NYSE Amex Equities.

“Automatic Shelf Registration Statement” is defined in Section 3.1.1.

“Banking Regulations” means all federal, state and foreign Laws applicable to banks, bank holding companies and their Affiliates, including the Bank Holding Company Act and the Federal Reserve Act.

“Basic Documents” has the meaning set forth in the Unit Purchase Agreement.

“Blackstone Management Group” means the following Persons: Blackstone Management Partners L.L.C., the Blackstone Group L.P., BMA VI L.L.C., BCP VI Side-by-Side GP L.L.C., Blackstone EMA L.L.C., BEP Side-by-Side GP L.L.C., and any successor to any of the foregoing.

“Business Day” means any day other than Saturday or Sunday which are not recognized holidays for either national banking associations and the SEC.

“CEI Board” is defined in Section 5.4.

“CEI Unit Purchase Agreement” is defined in the recitals of this Agreement.

“Class B Units” has the meaning set forth in the CQP Partnership Agreement.

“Common Terms Agreement” means that certain Common Terms Agreement, dated as of July 31, 2012, among Sabine Pass Liquefaction, LLC, as borrower, and the secured debt holder group representatives and secured hedge representatives from time to time parties thereto, and Sociètè Gènèrale, as the common security trustee, as amended, restated or otherwise modified from time to time; provided, however, that any amendment, restatement or modification of (i) the defined terms “Obligations” and “Required Secured Parties” appearing therein (including any defined term used therein) shall require the consent of the Purchaser to the extent that such amendment, restatement or modification adversely affects the Purchaser and (ii) the defined term “Project Completion Date” appearing therein (including any defined term used therein) shall require the consent of the Purchaser to the extent that the Lender Lock-Up Period may be extended beyond the date thereof (as determined under the definition in existence as of the date of this Agreement) as a result of such amendment, restatement or modification.

“Common Unit Equivalent” has the meaning set forth in the CQP Partnership Agreement.

“Common Units” has the meaning set forth in the CQP Partnership Agreement.

“Company” is defined in the preamble to this Agreement.

“Competing Assets” is defined in Section 6.4.

“Competing Asset Opportunity” is defined in Section 6.4.

“Company’s Counsel” is defined in Section 3.7.2.

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“Company Holder” means each of the wholly owned subsidiaries of the Company party to the CEI Unit Purchase Agreement and Subscription Agreement or its respective eligible transferees, so long as such Person holds Registrable Securities.

“Competing MLP” is defined in Section 6.4.

“Confidential Information” is defined in Section 4.2.1.

“Consultant” is defined in Section 4.1.2.

“Contract” means any contract, agreement, indenture, note, bond, mortgage, deed of trust, loan, instrument, lease, license, commitment or other arrangement, understanding, undertaking, commitment or obligation, whether written or oral.

“Conversion Units” means the Common Units issuable upon conversion of any Class B Units pursuant to the terms of the CQP Partnership Agreement.

“CQP” is defined in the preamble to this Agreement.

“CQP Board” means the board of directors of the General Partner.

“CQP Partnership Agreement” means the Third Amended and Restated Agreement of Limited Partnership of CQP, entered into in connection with the Initial Funding, as such agreement may be amended, restated or otherwise modified from time to time (or any similar governing document of any successor).

“Effectiveness Period” is defined in Section 3.1.4.

“EPC Contract” has the meaning set forth in the General Partner LLC Agreement.

“Evaluation Material” means all information provided to the Purchaser or the Purchaser’s Representatives by the Company or the Company’s Representatives in connection with the investment by the Purchaser made pursuant to the Unit Purchase Agreement, including all analyses, compilations, forecasts, studies or other documents prepared by or for the Purchaser or the Purchaser’s Representatives that contain or reflect any such information, whether provided or created before, on or after the date of this Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations promulgated thereunder, in each case as in effect from time to time.

“Filing Date” is defined in Section 3.1.4.

“Financing” means any debt or equity financing or refinancing to be offered or incurred by any member of the Partnership Group following the Initial Funding Date.

“Follow-on Funding” has the meaning set forth in the Unit Purchase Agreement.

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“General Partner” is defined in the preamble to this Agreement.

“General Partner LLC Agreement” means the Third Amended and Restated Limited Liability Company Agreement of the General Partner, entered into in connection with the Initial Funding, as such agreement may be amended, restated or otherwise modified from time to time (or any similar governing document or any successor).

“Governmental Authority” means any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body.

“Independent CQP Directors” has the meaning set forth in the General Partner LLC Agreement.

“Initial Funding” has the meaning set forth in the Unit Purchase Agreement.

“Initial Funding Date” has the meaning set forth in the Unit Purchase Agreement.

“Investor(s)” is defined in the preamble to this Agreement.

“Investor Approval Period” means the period beginning on the Initial Funding Date and ending on the date that the Investors and their respective Affiliates and successors (the “Investors Group”) collectively own (including any Remaining Units not yet purchased pursuant to the Unit Purchase Agreement) less than (i) 20% of the aggregate number of outstanding Common Units, Subordinated Units and Class B Units (measured on an as-converted basis) and (ii) 50,000,000 Common Unit Equivalents (adjusted for splits and combinations).

“Investor CQP Directors” has the meaning set forth in the General Partner LLC Agreement.

“Investors’ Counsel” is defined in Section 3.7.2.

“Joinder Agreement” means a joinder agreement in the form attached as Exhibit A hereto.

“Law” means any applicable federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule, rule of common law or regulation promulgated by a Governmental Authority.

“Lead Investor” is defined in Section 3.4.2.

“Lender Lock-up Period” is defined in Section 4.4.2.

“Liquefaction Project” has the meaning set forth in the Unit Purchase Agreement.

“Losses” is defined in Section 3.8.1.

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“Managing Underwriter” means, with respect to any Underwritten Offering, the book running lead manager of such Underwritten Offering.

“Notice” is defined in Section 6.1.1.

“Participating Investor” means an Investor or a Company Holder who is selling Registrable Securities pursuant to a Registration Statement.

“Partnership Group” has the meaning set forth in the CQP Partnership Agreement.

“Person” means an individual, corporation, association, trust, limited liability company, limited partnership, limited liability partnership, partnership, incorporated organization, or other entity or group (as defined in Section 13(d)(3) of the Exchange Act).

“Piggyback Registration” is defined in Section 3.5.1.

“Property Insurance” is defined in Section 5.3.

“Purchaser” is defined in the preamble of this Agreement.

“Purchaser Nominee” is defined in Section 5.4.

“Registrable Securities” means any and all Common Units held by an Investor, a Company Holder or their respective Affiliates from and after the Initial Funding Date; provided that, any Common Unit shall cease to be a Registrable Security if (i) a Registration Statement covering such Registrable Security has been declared effective by the SEC and such Registrable Security has been sold or disposed of pursuant to such effective Registration Statement; (ii) such Registrable Security has been disposed of pursuant to any section of Rule 144 (or any similar provision then in force under the Securities Act); (iii) such Registrable Security is held by any member of the Partnership Group; or (iv) such Registrable Security is eligible for resale under Rule 144(b)(1) without restriction or limitation.

“Registration Expenses” is defined in Section 3.7.1.

“Registration Request” is defined in Section 3.2.

“Registration Statement” means the prospectus and other documents filed with the SEC to effect a registration under the Securities Act.

“Regulatory Problem” means any set of facts or circumstances in which the ownership by an Investor or its equity holders, directly or indirectly, of any Registrable Securities (i) gives rise to a material violation of applicable Law, or gives rise to a reasonable belief by an Investor (based on advice of counsel) that such violation will arise, (ii) gives rise to a limitation under applicable Law that will impair materially the ability of an Investor or its equity holders to conduct its business or gives rise to a reasonable belief by an Investor (based on advice of counsel) that such a limitation will arise, or (iii) gives rise to a requirement under applicable Law, including Banking Regulations and applicable securities Laws, that such Registrable Securities be Transferred to a third party.

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“Related Persons” means (i) the Purchaser, (ii) those Persons who are Affiliates of the Purchaser, (iii) limited partners or equityholders of an Investor that is an Affiliate of the Purchaser, (iv) Investors who holds Class B Units or Conversion Units as a result of a Transfer from (x) the Purchaser or (y) any other Affiliate of the Purchaser, in each case of which such Investor is (or was at the time of such Transfer) an Affiliate, limited partner or equityholder, and (v) those Persons who are “accredited investors” as defined under the Securities Act and hold or will hold Class B Units or Conversion Units because of a Transfer occurring as a result of an Investor or any of its equity holders having a Regulatory Problem. Without limiting anything in this Agreement to the contrary, the parties hereto acknowledge that Affiliates of the Purchaser shall include members of the Blackstone Management Group.

“Representative” means, (i) with respect to a specified Person, the officers, directors, managers, employees, agents, counsel, accountants, investment bankers, and other representatives of such Person and, (ii) when used with respect to the Purchaser or an Investor, also includes such Person’s direct and indirect stockholders, partners, members, subsidiaries, parent companies and other Affiliates.

“Restricted Period” is defined in Section 4.4.1.

“SEC” means the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations promulgated thereunder, in each case as in effect from time to time.

“Service Agreements” has the meaning set forth in the Unit Purchase Agreement.

“Service Companies” is defined in Section 4.4.4.

“Shelf Registration Statement” is defined in Section 3.1.3.

“Significant Event” has the meaning set forth in the CQP Partnership Agreement.

“Significant Holder” is defined in Section 4.1.1.

“Subordinated Units” has the meaning set forth in the CQP Partnership Agreement.

“Subscription Agreement” means that certain Subscription Agreement, dated as of May 14, 2012, by and among CQP, the Company and Cheniere LNG Terminals, Inc. (as predecessor-in-interest to Cheniere Class B Units Holdings, LLC).

“Subsidiary” or “Subsidiaries” has the meaning set forth in the CQP Partnership Agreement.

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“Traditional Shelf Registration Statement” is defined in Section 3.1.3.

“Transfer” means (i) with respect to any asset, take any action or enter into any transaction or arrangement that sells, assigns, conveys, exchanges, transfers to another Person or is designed to, or might reasonably be expected to, result in the sale, assignment, conveyance, exchange or transfer to any Person; and (ii) with respect to any securities, (A) 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 or (B) enter into any swap or other transaction or arrangement that sells, assigns, conveys, exchanges, transfers or that is designed to, or that might reasonably be expected to, result in the sale, assignment, conveyance, exchange or transfer to another, in whole or in part, of any of the economic consequences of ownership of such securities.

“Underwritten Offering” means an offering (including an offering pursuant to a Shelf Registration Statement) in which Common Units are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks.

“Unit Purchase Agreement” is defined in the recitals of this Agreement.

“WKSI” is defined in Section 3.1.1.

Headings and table of contents should be ignored in construing this Agreement.

In this Agreement, unless the context otherwise requires, references to one gender include all genders and references to the singular include the plural and vice versa.

Article and Section references in this Agreement are references to the corresponding Article and Section in this Agreement, unless otherwise specified. All references to instruments, documents and Contracts are references to such instruments, documents and Contracts as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Whenever any member of the Partnership Group has an obligation under this Agreement, the expense of complying with that obligation shall be an expense of CQP unless otherwise specified. Any reference in this Agreement to “$” shall mean U.S. dollars. Whenever any determination, consent or approval is to be made or given by any Investor, such action shall be in such Investor’s sole discretion, unless otherwise specified in this Agreement. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating

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such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. The words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

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If CQP has not filed, and caused to be effective and maintained the effectiveness of, a Shelf Registration Statement pursuant to Section 3.1, any Investor or any Company Holder may request in writing that CQP effect the registration on a Registration Statement (whether on Form S-1, S-3 or such other form as is required under the circumstances) of all or any part of the Registrable Securities held by such Investor or Company Holder (a “Registration Request”); provided, that such Investor or such Company Holder reasonably anticipates gross proceeds of greater than $100,000,000 from the sales of Registrable Securities in connection with such Registration Request. Promptly after its receipt of any Registration Request but no later than ten (10) days after receipt of such Registration Request, CQP will give written Notice of such request to the other Investors and Company Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered in the Registration Request or by the Participating Investors by written Notice to CQP given within fifteen (15) Business Days after the date CQP has given such Notice of the Registration Request.

Notwithstanding anything to the contrary contained herein, CQP may, upon written Notice to any Participating Investor whose Registrable Securities are included in the Shelf Registration Statement, suspend such Participating Investor’s use of any prospectus which is a part of the Shelf Registration Statement (in which event the Participating Investor shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement other than the closing of sales already committed for prior to receipt of such Notice to suspend) if CQP (i) is pursuing a material acquisition, disposition, financing, reorganization, recapitalization or similar transaction and determines in good faith that its ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Shelf Registration Statement or related prospectus or (ii) has experienced some other material non-public event, in the case of each of clauses (i) and (ii), the disclosure of which at such time, in the good faith judgment of the CQP Board, would materially and adversely affect CQP; provided, however, that in no event shall the Participating Investors be suspended more than three times for a total of ninety (90) days in the aggregate in any 365-day period (exclusive of days covered by any lock-up agreement executed by a Participating Investor in connection with any Underwritten Offering by CQP or the Participating Investors). Upon disclosure of such information or the termination of the condition described above, CQP shall provide prompt Notice to the Participating Investors whose Registrable Securities are included in the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities as contemplated in this Agreement. CQP will pay all Registration Expenses incurred in connection with any such aborted registration.

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In connection with its obligations under this Section 3, CQP shall:

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As a condition to registering Registrable Securities, CQP may require each Participating Investor as to which any registration is being effected to furnish the Company with such information regarding such Participating Investor and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as CQP may from time to time reasonably request in writing.

Each Participating Investor hereunder agrees that, upon receipt of any Notice from the Company of the happening of any event of the kind described in Section 3.3, 3.6.5 and 3.6.6, such Participating Investor will forthwith discontinue the disposition of its Registrable Securities pursuant to the Registration Statement until such Participating Investor receives copies of a supplemented or amended prospectus as contemplated by Section 3.6.5 and 3.6.6.

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CQP will use its reasonable best efforts to undertake the acts described below in this Section 3.9. CQP will timely file all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if CQP is not required to file such reports, it will, upon the request of an Investor or a Company Holder, make publicly available such information as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act), and it will take such further action as any Investor or any Company Holder may reasonably request, to the extent required from time to time to enable such Investor or such Company Holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 or Regulation S under the Securities Act, as such rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of any Investor or any Company Holder, CQP will deliver to such Investor or such Company Holder a written statement as to whether it has complied with such information requirements, and, if not, the specifics thereof.

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In the event that the Purchaser or any of its Affiliates acquire CQP equity securities pursuant to (i) its preemptive rights under the CQP Partnership Agreement or (ii) an acquisition thereof after the consent of CQP under Section 4.3, the Purchaser and CQP agree to negotiate in good faith registration rights with respect thereto consistent with the terms of this Agreement.

CQP agrees not to grant registration rights to any other Person that conflict with or impair the registration rights (or which provide pari passu or priority cutback rights over the Investors) contained in this Agreement without the prior written consent of the Purchaser.

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“The Class B Units evidenced by this certificate are subject to restrictions on transfer as set forth in Section 4.4 of the Investors’ and Registration Rights Agreement, dated as of July 31, 2012. A copy of this agreement will be furnished by the Partnership upon request.”

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Except as provided in Section 3, during the Investor Approval Period, to the extent requested by the Purchaser, the Purchaser, CQP and the General Partner shall, and shall cause their respective Representatives specified in clause (i) of the definition thereof to, cooperate and collaborate with respect to the arrangement and consummation of any Financing.

Provided that the Initial Funding has occurred CQP shall work in good faith to prepare as promptly as practicable (but in any event no later than June 30, 2014) a Gas Supply Plan and a Risk Management Policy, consistent with the principles set forth on Schedule 5.2 attached hereto, and present such plan and policy, including any subsequent amendments thereto, to the CQP Board for consideration and approval. Any element of the Gas Supply Plan or Risk Management Policy, or subsequent amendments thereto, that the Purchaser deems in good faith to be inconsistent with Schedule 5.2 shall require approval of the Executive Committee.

Promptly following the Initial Funding Date, the Company shall, and shall cause its applicable Affiliates (other than members of the Partnership Group) to, execute one or more endorsements in forms reasonably satisfactory to CQP to cause all amounts payable pursuant to any all risk property and time element policies (collectively “Property Insurance”) of the Company and/or its Affiliates relating to any property of a member of the Partnership Group (including without limitation all of the insurance policies set forth on Schedule 5.3) to be paid directly to CQP and/or the applicable member of the Partnership Group, and for the Company and its Affiliates (other than members of the Partnership Group) to relinquish all right, title and interest to such payments. Upon the next renewal period for the Property Insurance for the members of the Partnership Group that occurs after the Initial Funding Date, CQP and/or the other applicable members of the Partnership Group shall obtain Property Insurance policies which are separate from the Property Insurance of the Company and its Affiliates (other than members of the Partnership Group), and the Company and its Affiliates shall no longer obtain Property Insurance for the members of the Partnership Group other than pursuant to the Service Agreements.

During the Investor Approval Period, upon the request of the Purchaser, the Company shall take all necessary actions to cause to be appointed to its board of directors (the “CEI Board”) a person nominated by the Purchaser to serve as a member of the CEI Board (the “Purchaser Nominee”). Initially, the Purchaser Nominee shall be appointed to fill a vacancy among the Class I directors of the

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CEI Board (whether such vacancy is currently existing or newly created to comply with this covenant). The Company shall cause the nomination of each Purchaser Nominee (to the extent that such Purchaser Nominee would be up for election at such time) in connection with any subsequent proxy statement or information statement with respect to the election of directors and to have the CEI Board recommend in connection with each proxy statement or information statement relating to the election of directors to the CEI Board that the stockholders of the Company vote for the election of each Purchaser Nominee up for election at such time, and the Company shall not nominate any other person for the position on the CEI Board for which the Purchaser Nominee is up for election. If any such Purchaser Nominee is not elected to the CEI Board at any stockholder meeting (or action by written consent) with respect to the election of such Purchaser Nominee, then subject to applicable law, the CEI Board shall create a new vacancy in the class of directors on the CEI Board with the longest remaining term in which a vacancy can be created and fill such newly created vacancy on the CEI Board with another Purchaser Nominee. If prior to the end of the term of any member of the CEI Board that is a Purchaser Nominee, a vacancy in the office of such director shall occur by reason of death, resignation, removal or disability, or for any other cause, such vacancy may be filled by the Purchaser with another Purchaser Nominee, and the Purchaser shall have the right to replace any Purchaser Nominee, at any time, with or without cause. Furthermore, the Company shall use its reasonable best efforts to assist the Purchaser in challenging, resisting or attempting to prevent any Person from successfully contesting the Purchaser Nominee’s appointment or election to the CEI Board. Notwithstanding the foregoing, the election and appointment of each Purchaser Nominee shall be subject to all legal requirements regarding service as a director of the Company and to the approval of the nominating and corporate governance committee of the CEI Board, which approval will not be unreasonably withheld or delayed. The Company shall make available to the Purchaser Nominee all of the same indemnification and exculpation protections on the same terms as are available to other members of the CEI Board, and the Company shall procure directors and officers insurance for the Purchaser Nominee with the same terms as that procured for the other directors on the CEI Board. The Company shall not amend, or permit to be amended, its certificate of incorporation or bylaws in any manner that is inconsistent with, or conflicts with, this Section 5.4 or the right of the Purchaser to appoint a Purchaser Nominee to the CEI Board pursuant to this Section 5.4.

After the Initial Funding Date, the parties agree to abide by any policies addressing potential conflicts established by the Conflicts Committee (as defined in the General Partner LLC Agreement) from time to time.

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Cheniere Energy, Inc.

700 Milam Street, Suite 800

Houston, Texas 77002

Tel: 713.375.5276

Fax: 713.375.6276

Attention:         Meg A. Gentle

Cheniere Energy Partners GP, LLC.

700 Milam Street, Suite 800

Houston, Texas 77002

Tel: 713.375.5276

Fax: 713.375.6276

Attention:         Meg A. Gentle

Cheniere Energy Partners, L.P.

700 Milam Street, Suite 800

Houston, Texas 77002

Tel: 713.375.5276

Fax: 713.375.6276

Attention:         Meg A. Gentle

with a copy to:

Andrews Kurth LLP

600 Travis, Suite 4200

Houston, Texas 77002

Tel: 713.220.4200

Fax: 713.220.4285

Attention:         Meredith S. Mouer

                           David C. Buck

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Blackstone CQP Holdco LP

345 Park Avenue, 44^th Floor

New York, NY 10154

Tel: 212.583.5000

Fax: 646.253.7517

Attention:         David Foley

                           Sean Klimczak

with a copy to:

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022-4834

Tel : 212.906.1200

Fax : 212.751.4864

Attention :         Charles E. Carpenter

                           David S. Allinson

Notices to an Investor shall be sent to the address indicated on the Joinder Agreement.

Subject to the foregoing provisions of this Section 6.1, in proving service of a Notice, it shall be sufficient to prove that the envelope containing such Notice was properly addressed and delivered by hand, registered post or courier to the relevant address pursuant to the above provisions or that the facsimile transmission report (call back verification) states that the communication was properly sent.

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This Agreement shall be effective as of the date hereof. This Agreement shall automatically terminate at such time as the Unit Purchase Agreement is terminated provided that the Initial Funding has not theretofore occurred. This Agreement shall terminate with respect to any Investor on the date on which such Investor ceases to own Registrable Securities.

Without duplication of the fees and expenses reimbursed to the Purchaser pursuant to the Unit Purchase Agreement and Section 3 hereof, CQP shall promptly reimburse the Purchaser from time to time, upon written request, for its actual and documented reasonable out-of-pocket legal and tax fees and expenses incurred by the Purchaser after the Initial Funding Date relating to Purchaser’s investment in CQP and the transactions contemplated by the Basic Documents, provided that CQP shall not be required to reimburse any such fees and expenses in connection with a sale by the Purchaser of any Class B Units or Registrable Securities, except in connection with a sale contemplated by Section 3 hereof.

During the Investor Approval Period, prior to any Transfer by the Company or its Affiliates (other than a member of the Partnership Group) of any assets for, pertaining to or in any way related to the liquefaction or regasification of natural gas, together with related facilities and equipment incidental thereto (the “Competing Assets”), to a master limited partnership formed by the Company or its Affiliates (other than a member of the Partnership Group) on or after the Initial Funding Date (a “Competing MLP”), the Company shall, or shall cause its Affiliates (other than a member of the Partnership Group) to, offer to CQP the opportunity to acquire such Competing Assets by sending a written Notice to CQP setting forth in reasonable detail information regarding the Competing Assets, the Company’s desired purchase price for such Competing Assets and, in the case of a proposed initial public offering of a Competing MLP, the valuation of the Competing Assets as determined by the lead underwriter of such Competing MLP (a “Competing Asset Opportunity Notice”); if such Transfer is proposed to occur in connection with a proposed initial public offering, the Company shall cause such lead underwriter to determine the enterprise value of the Competing MLP (assuming that the Transfer of the Competing Assets had occurred) as of the date of the Competing Asset Opportunity Notice. CQP will have the right, exercisable within fifteen (15) days of CQP’s receipt of a Competing Asset Opportunity Notice, to request that the Company engage in good faith discussions with CQP on terms to allow a member of the Partnership Group to acquire the Competing Assets. If the Company and CQP are unable to agree upon acceptable terms for a member of the Partnership Group to acquire the Competing Assets within thirty (30) days after the commencement of those good faith discussions, then the Company and its Affiliates shall be free to Transfer those Competing Assets into a Competing MLP or commence an initial public offering for a Competing MLP; provided that if any such Transfer into a Competing MLP or initial

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public offering of the Competing MLP is not completed within 365 days from the date of the Competing Asset Opportunity Notice, or if the lead underwriter of the proposed initial public offering of the Competing MLP determines during the marketing process, which such determination the Company shall cause the lead underwriter to undertake, that the enterprise value of the Competing MLP is less than the enterprise value determined at the time the Competing Asset Opportunity Notice was delivered, then any subsequent Transfer of such Competing Assets to a Competing MLP shall continue to be subject to the provisions of this Section 6.4, and the Company shall re-offer to CQP the opportunity to acquire such Competing Assets prior to any Transfer thereof to a Competing MLP by the Company.

This Agreement and the rights and obligations of the parties hereunder and the Persons subject hereto shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, without giving effect to conflicts of Laws rules that would require or permit the application of the Laws of another jurisdiction.

EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING, SHALL BE HEARD AND DETERMINED IN SUCH A DELAWARE STATE OR FEDERAL COURT, AND THAT SUCH JURISDICTION OF SUCH COURTS WITH RESPECT THERETO SHALL BE EXCLUSIVE, EXCEPT SOLELY TO THE EXTENT THAT ALL SUCH COURTS SHALL LAWFULLY DECLINE TO EXERCISE SUCH JURISDICTION. EACH PARTY HEREBY WAIVES, AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR THE INTERPRETATION OR ENFORCEMENT HEREOF OR IN RESPECT OF ANY SUCH TRANSACTION, THAT IT IS NOT SUBJECT TO SUCH JURISDICTION. EACH PARTY HEREBY WAIVES, AND AGREES NOT TO ASSERT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR THE INTERPRETATION OR ENFORCEMENT HEREOF OR IN RESPECT OF ANY SUCH TRANSACTION, THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS. EACH PARTY CONSENTS TO AND GRANTS ANY SUCH COURT JURISDICTION OVER

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THE PERSON OF SUCH PARTIES IN CONNECTION WITH, AND OVER THE SUBJECT MATTER OF, ANY SUCH DISPUTE AND AGREES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 6.1 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH SUCH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.7.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any jurisdiction, such holding shall not affect the validity or enforceability of the remainder of this Agreement in such jurisdiction or the validity or enforceability of this Agreement, including such provision, in any other jurisdiction, and such provision shall be revised or modified to the minimum degree necessary to render it valid and enforceable.

This Agreement, together with the Unit Purchase Agreement, the CEI Unit Purchase Agreement, the Subscription Agreement, the CQP Partnership Agreement, the General Partner LLC Agreement and related documents, constitute the entire agreement and understanding of the parties hereto with respect to the matters referred to herein and supersede all prior agreements, understandings or representations, written or oral, and all contemporaneous oral agreements, understandings or representations, in each case among the parties with respect to such matters.

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No amendment, alteration or modification of this Agreement or waiver of any provision of this Agreement shall be effective against the Company, any Investor or CQP unless such amendment, alteration, modification or waiver is approved in writing by each of the Company, the General Partner, CQP and the Purchaser; provided, however, that any such amendment, alteration, modification or waiver that could reasonably be expected to adversely affect the rights of any Investor(s) or Company Holder in any material respect (as compared to the other Investors or Company Holders) must be approved in writing by such Investor(s) or Company Holder disproportionately affected. The failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of such provision and shall not affect the right of such party thereafter to enforce each provision of this Agreement in accordance with its terms. The General Partner shall give Notice of any amendment or termination hereof to any Investors of which it is aware.

This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto. No party shall assign any or all of its rights or obligations under this Agreement without the consent of the other parties, other than as contemplated by Section 4.4.

Nothing in this Agreement is intended to or shall confer any rights or benefits upon any Person other than the parties hereto.

This Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission), each of which shall be an original and all of which taken together shall constitute one and the same agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

EXHIBIT A

FORM OF JOINDER AGREEMENT

Reference is hereby made to that certain Investors’ and Registration Rights Agreement (the “Investors’ Agreement”), dated as of July 31, 2012, by and among (i) Cheniere Energy, Inc., a Delaware corporation, (ii) Cheniere Energy Partners GP, LLC, a Delaware limited liability company, (iii) Cheniere Energy Partners, L.P., a Delaware limited partnership, (iv) Cheniere Class B Units Holdings, LLC, a Delaware limited liability company, and (vi) Blackstone CQP Holdco LP, a Delaware limited partnership, and the other parties thereto from time to time. Capitalized terms used herein without definition shall have the meaning set forth in the Investors’ Agreement.

WHEREAS, the undersigned person has become a holder of [            ] [Class B Units / Common Units]; and

NOW, THEREFORE, the undersigned agrees to become an “Investor” and a party to the Investors’ Agreement, and hereby agrees to be subject to and bound by all of the rights and obligations of an “Investor” for all purposes set forth in the Investors’ Agreement and agrees to be bound by all of the terms and provisions of the Investors’ Agreement.

This Joinder Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission), each of which shall be an original and all of which taken together shall constitute one and the same agreement.

Schedule 5.2

Gas Supply Plan and Risk Management Policy Principles

Gas Supply Plan

The guiding principles of the Gas Supply Plan will be to ensure sufficient supply to meet customer nominations and to reduce the risk associated with supplying gas to the Liquefaction Project. The Gas Supply Plan will contain the following milestones:

Amended Risk Management Policy Principles

CQP shall amend its current risk management policy applicable to the Partnership Group in a manner reasonably acceptable to the Purchaser in accordance with the principles below, and CEI shall have affirmed that it and its Affiliates that conduct any activities on behalf of the Partnership Group shall comply therewith in respect of such activities.

Schedule 5.3

Insurance