Navios Maritime Partners L.P. Sample Contracts

Dated 11 May 2021 ALEGRIA SHIPPING CORPORATION ANDROMEDA SHIPTRADE LIMITED AURORA SHIPPING ENTERPRISES LTD. BERYL SHIPPING CORPORATION CHERYL SHIPPING CORPORATION CHRISTAL SHIPPING CORPORATION HYPERION ENTERPRISES INC. KYMATA SHIPPING CO. ORBITER...
Loan Agreement • August 26th, 2021 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight

The Lenders have agreed to make available to the Borrowers a senior secured post-delivery term loan facility in one advance in an amount of up to the lesser of (i) US$160,000,000 and (ii) 50 per cent. of the aggregate Initial Market Value of the Ships, for the purpose of refinancing the Existing Indebtedness secured on Ship A, Ship B, Ship C, Ship D, Ship E, Ship F, Ship G, Ship H, Ship I, Ship J, Ship K, Ship L and Ship M and partly financing the Initial Market Value of Ship N and Ship O.

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FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NAVIOS MARITIME PARTNERS L.P.
Limited Partnership Agreement • April 4th, 2018 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight • Marshall Islands

THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NAVIOS MARITIME PARTNERS L.P., dated as of March 19, 2018, is entered into by and among Navios GP L.L.C., a Marshall Islands limited liability company, as the General Partner, and Navios Maritime Holdings Inc. (or any permitted successors and assigns hereunder), as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

NAVIOS MARITIME PARTNERS L.P. (a Marshall Islands limited partnership) 4,000,000 Common Units representing limited partnership interests UNDERWRITING AGREEMENT
Underwriting Agreement • February 12th, 2015 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight • New York
CREDIT AGREEMENT dated as of March 14, 2017 among Navios Maritime Partners L.P. and Navios Partners Finance (US) Inc., as the Borrowers, The Several Lenders from Time to Time Party Hereto, JPMorgan Chase Bank, N.A. and Merrill Lynch, Pierce, Fenner &...
Credit Agreement • May 25th, 2017 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight • New York

CREDIT AGREEMENT (this “Agreement”), dated as of March 14, 2017, among Navios Maritime Partners L.P., a Marshall Islands limited partnership (the “Company”), Navios Partners Finance (US) Inc., a Delaware corporation and a Wholly Owned Restricted Subsidiary of the Company (the “U.S. Borrower” and, together with the Company, each individually a “Borrower” and collectively, the “Borrowers”), the Guarantors (this and each other capitalized term used herein without definition having the meaning assigned to such term in Section 1.1) from time to time party hereto, the several banks, financial institutions, institutional investors and other entities from time to time party hereto as lenders (the “Lenders”), and Morgan Stanley Senior Funding, Inc., as Administrative Agent. References here to the “Borrowers” are to the Company and the U.S. Borrower as joint and several borrowers under this Agreement.

NAVIOS MARITIME PARTNERS L.P. Common Units representing limited partner interests CONTINUOUS OFFERING PROGRAM SALES AGREEMENT
Continuous Offering Program Sales Agreement • May 21st, 2021 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight • New York
Dated ___ June 2023 EMERY SHIPPING CORPORATION RONDINE MANAGEMENT CORP. MANDORA SHIPPING LTD SOLANGE SHIPPING LTD. CHILALI CORP. PANDORA MARINE INC. MICAELA SHIPPING CORPORATION as joint and several Borrowers and THE BANKS AND FINANCIAL INSTITUTIONS...
Loan Agreement • August 31st, 2023 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight

The Lenders have agreed to make available to the Borrowers, a secured term loan facility, in an aggregate amount not exceeding the lower of (i) $ 62,400,000 and (ii) 50 per cent of the aggregate Initial Market Value of the Ships for the purpose of refinancing the Existing Indebtedness secured on the Ships.

AGREEMENT AND PLAN OF MERGER dated as of December 31, 2020 by and among NAVIOS MARITIME PARTNERS L.P., NMM MERGER SUB LLC,
Merger Agreement • January 4th, 2021 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight • Marshall Islands

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 31, 2020 (the “Execution Date”), is entered into by and among Navios Maritime Partners L.P., a Republic of the Marshall Islands limited partnership (“Parent”), NMM Merger Sub LLC, a Republic of the Marshall Islands limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), Navios Maritime Containers L.P., a Republic of the Marshall Islands limited partnership (“NMCI”), and Navios Maritime Containers GP LLC, a Republic of the Marshall Islands limited liability company and the general partner of NMCI (“NMCI General Partner”).

18,422,000 Common Units NAVIOS MARITIME PARTNERS L.P. Common Units Representing Limited Partnership Interests PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • February 21st, 2018 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight • New York

This placement agency agreement (this “Agreement”) confirms our understanding that Navios Maritime Partners L.P., a Marshall Islands master limited partnership (the “Partnership”), hereby appoints the placement agents named in Schedule II hereto as its placement agents (the “Placement Agents”), for whom you are acting as manager (the “Manager”), in connection with the proposed sale to certain investors (the “Direct Offering”) of 18,422,000 common units (the “Securities”) representing limited partnership interests in the Partnership. On the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Placement Agents agree to use their best commercially practicable efforts to solicit and receive offers to purchase the Securities. Notwithstanding anything to the contrary contained in this Agreement, the Placement Agents shall have no obligation to purchase any of the Securities, or any liability to the Partnership if any pros

To: Navios Maritime Partners L.P. (the Borrower)
Loan Agreement • August 3rd, 2015 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight

We, Navios Maritime Holdings Inc. (“Navios”), are pleased to make available to the Borrower the Loan (defined below) on the terms set out in this letter (this letter is hereafter referred to as the “Agreement”).

FORM OF MANAGEMENT AGREEMENT
Management Agreement • October 26th, 2007 • Navios Maritime Partners L.P. • London
FORM OF ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • October 26th, 2007 • Navios Maritime Partners L.P. • England

THIS AGREEMENT is made effective the day of , 2007 by and between NAVIOS MARITIME PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Marshall Islands with its registered office at 85 Akti Miaouli Street, Piraeus, Greece 185 38 (“NMLP”) and NAVIOS SHIPMANAGEMENT INC., a company duly organized and existing under the laws of the Marshall Islands with its registered office at 85 Akti Miaouli Street, Piraeus, Greece 185 38 (“NSM”).

FORM OF SECOND CONTRIBUTION AND CONVEYANCE AGREEMENT
Second Contribution and Conveyance Agreement • October 26th, 2007 • Navios Maritime Partners L.P. • Marshall Islands

This SECOND CONTRIBUTION AND CONVEYANCE AGREEMENT, dated as of [__], 2007, is entered into by and among Navios Maritime Holdings Inc., a Marshall Islands corporation (“Navios Maritime”); Anemos Maritime Holdings Inc., a Marshall Islands corporation and a wholly-owned subsidiary of Navios Maritime (“Anemos”); Navios GP L.L.C., a Marshall Islands limited liability company (“GP LLC”); Navios Maritime Partners L.P., a Marshall Islands limited partnership (the “MLP”); and Navios Maritime Operating L.L.C., a Marshall Islands limited liability company (the “OLLC”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties.” Certain capitalized terms have the meanings assigned to them in Article I hereof,

AMENDMENT TO SHARE PURCHASE AGREEMENT
Share Purchase Agreement • July 14th, 2009 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight • Marshall Islands

This AMENDMENT TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated as of June 29, 2009, is made by and between ANEMOS MARITIME HOLDINGS INC. (the “Seller”), a wholly-owned subsidiary of Navios Maritime Holdings Inc. (“NMHI”) and a corporation organized under the laws of the Republic of the Marshall Islands, and NAVIOS MARITIME PARTNERS L.P. (the “Buyer,” and together with Seller, the “Parties”), a limited partnership organized under the laws of the Republic of the Marshall Islands.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 12th, 2015 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of February 4, 2015, between Navios Maritime Partners L.P., a Marshall Islands limited partnership (the “Company”), and Navios Maritime Holdings Inc., a Marshall Islands corporation (the “Purchaser”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 7 hereof.

FORM OF SHARE PURCHASE AGREEMENT between ANEMOS MARITIME HOLDINGS INC. and NAVIOS MARITIME PARTNERS L.P.
Share Purchase Agreement • October 26th, 2007 • Navios Maritime Partners L.P. • Marshall Islands
FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • February 21st, 2018 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight • New York

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

SHARE PURCHASE AGREEMENT April 30, 2008 between ANEMOS MARITIME HOLDINGS INC. and NAVIOS MARITIME PARTNERS L.P.
Share Purchase Agreement • July 2nd, 2008 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight • Marshall Islands

SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of April 30, 2008, by and between ANEMOS MARITIME HOLDINGS INC. (the “Seller”), a wholly-owned subsidiary of Navios Maritime Holdings Inc. (“NMHI”) and a corporation organized under the laws of the Republic of the Marshall Islands, and NAVIOS MARITIME PARTNERS L.P. (the “Buyer”), a limited partnership organized under the laws of the Republic of the Marshall Islands and recently formed by NMHI.

FORM OF OMNIBUS AGREEMENT AMONG NAVIOS MARITIME HOLDINGS INC. NAVIOS GP L.L.C. NAVIOS MARITIME OPERATING L.L.C. AND NAVIOS MARITIME PARTNERS L.P.
Omnibus Agreement • October 26th, 2007 • Navios Maritime Partners L.P.

THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among Navios Maritime Holdings Inc., a Marshall Islands corporation (“Navios Maritime”), Navios GP L.L.C., a Marshall Islands limited liability company (including any permitted successors and assigns under the MLP Agreement (as defined herein), the “General Partner”), Navios Maritime Operating L.L.C., a Marshall Islands limited liability company (the “OLLC”), and Navios Maritime Partners L.P., a Marshall Islands limited partnership (the “MLP”).

To: Limestone Shipping Corporation Trust Company Complex Ajeltake Road, Ajeltake Island Majuro, Marshall Islands, MH96960 and to: Navios Maritime Partners LP Trust Company Complex Ajeltake Road, Ajeltake Island Majuro, Marshall Islands, MH96960
Loan Agreement • March 23rd, 2016 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight

Loan agreement dated as of 22 September 2014 (as amended and supplemented by a supplemental agreement dated 8 April 2015, the “Loan Agreement”) and made between (1) Limestone Shipping Corporation of the Marshall Islands as Borrower, (2) ABN AMRO Bank N.V. as Lender, (3) ABN AMRO Bank N.V. as Agent and Security Trustee

ADDENDUM No.1 To Bareboat Charter Party dated 15th January, 2018
Bareboat Charter Party • August 31st, 2023 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight

This Addendum, is made and entered into this 15th day of June, 2023 by and between Cloud Atlas Marine S.A. of the Republic of the Marshall Islands (hereinafter called the “Charterers”) and Abo Shoten, Ltd. (70%) of Japan and ASL Ocean Inc. (30%) of the Republic of Marshall Islands (hereinafter collectively called the “Owners”),

AMENDMENT NO. 10 TO THE MANAGEMENT AGREEMENT
Management Agreement • April 1st, 2020 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight

This AMENDMENT NO. 10 TO THE MANAGEMENT AGREEMENT (the "Amendment"), dated as of December 13, 2019, is made by and between Navios Maritime Partners L.P., a Marshall Islands limited partnership ("NMLP") and Navios ShipManagement Inc., a Marshall Islands corporation ("NSM", and together with NMLP, the "Parties") and amends the Management Agreement (the "Management Agreement") entered into among the Parties on November 16, 2007 as amended and supplemented from time to time (together, with the Management Agreement, the "Agreement"). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.

FORM OF FIRST CONTRIBUTION AND CONVEYANCE AGREEMENT
Contribution and Conveyance Agreement • October 26th, 2007 • Navios Maritime Partners L.P. • Marshall Islands

This FIRST CONTRIBUTION AND CONVEYANCE AGREEMENT, dated as of [__], 2007, is entered into by and among Navios Maritime Holdings Inc., a Marshall Islands corporation (“Navios Maritime”); Anemos Maritime Holdings Inc., a Marshall Islands corporation and a wholly-owned subsidiary of Navios Maritime (“Anemos”); Navios GP L.L.C., a Marshall Islands limited liability company (“GP LLC”); Navios Maritime Partners L.P., a Marshall Islands limited partnership (the “MLP”); and Navios Maritime Operating L.L.C., a Marshall Islands limited liability company (the “OLLC”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties.” Certain capitalized terms have the meanings assigned to them in Article I hereof,

AGREEMENT AND PLAN OF MERGER dated as of August 25, 2021 by and among NAVIOS MARITIME PARTNERS L.P., NAVIOS ACQUISITION MERGER SUB. INC. and NAVIOS MARITIME ACQUISITION CORP.
Merger Agreement • August 26th, 2021 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight • Marshall Islands

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 25, 2021 (the “Execution Date”), is entered into by and among Navios Maritime Partners L.P., a Republic of the Marshall Islands limited partnership (“Parent”), Navios Acquisition Merger Sub. Inc., a Republic of the Marshall Islands corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Navios Maritime Acquisition Corp., a Republic of the Marshall Islands corporation (“NNA”).

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