NAVIOS MARITIME ACQUISITION CORPORATION (a Marshall Islands corporation) 13,000,000 shares of Common Stock (par value $0.0001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • February 24th, 2014 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight • New York
Dated 26 June 2020 CERULEAN SHIPPING CORPORATION CADMIUM SHIPPING CORPORATION CELADON SHIPPING CORPORATION BUFF SHIPPING CORPORATION BRANDEIS SHIPPING CORPORATION BOYSENBERRY SHIPPING CORPORATION and BOLE SHIPPING CORPORATION as joint and several...Loan Agreement • August 6th, 2020 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight
CERULEAN SHIPPING CORPORATION, CADMIUM SHIPPING CORPORATION, CELADON SHIPPING CORPORATION, BUFF SHIPPING CORPORATION, BRANDEIS SHIPPING CORPORATION, BOYSENBERRY SHIPPING CORPORATION and BOLE SHIPPING CORPORATION, each a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands MH96960, as joint and several Borrowers;
IRAKLIA SHIPPING CORPORATION SAMOTHRACE SHIPPING CORPORATION and THASOS SHIPPING CORPORATION as borrowers THE BANKS AND FINANCIAL INSTITUTIONS listed in schedule 1 as lenders and DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT as agent and security...Facility Agreement • August 7th, 2013 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight • London
1,875,000 Shares NAVIOS MARITIME ACQUISITION CORPORATION Common Stock ($0.0001 par value per share) PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 25th, 2019 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight • New York
This placement agency agreement (this “Agreement”) confirms our understanding that Navios Maritime Acquisition Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Company”), 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 1,875,000 shares of its Common Stock, par value $0.0001 per share (the “Shares”). 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 Shares. Notwithstanding anything to the contrary contained in this Agreement, the Placement Agents shall have no obligation to purchase any of the Shares, or any liability to the Company if an
SUBSCRIPTION AGREEMENTSubscription Agreement • September 18th, 2013 • Navios Maritime Acquisition CORP • 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2013 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 26th day of February, 2013, by and among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “Company”) and Navios Maritime Holdings, Inc. (“Navios Holdings”) and the investors set forth on Schedule I (each, an “Investor” and collectively, the “Investors”).
Dated 23 August 2021 NAVIOS MARITIME ACQUISITION CORPORATION as Borrower and THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders and HAMBURG COMMERCIAL BANK AG as Agent, Mandated Lead Arranger and Security Trustee LOAN AGREEMENT...Loan Agreement • August 26th, 2021 • Navios Maritime Acquisition Corp • Deep sea foreign transportation of freight
Registration Rights Agreement Dated as of May 26, 2011 among NAVIOS MARITIME ACQUISITION CORPORATION NAVIOS ACQUISITION FINANCE (US) INC. and Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Credit Agricole Securities...Registration Rights Agreement • May 27th, 2011 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2011 by and among NAVIOS MARITIME ACQUISITION CORPORATION, a Marshall Islands corporation (the “Company”), NAVIOS ACQUISITION FINANCE (US) INC., a Delaware corporation (“Navios Acquisition Finance” and, together with the Company, the “Co-Issuers”), each of the guarantors listed in Schedule A attached hereto (the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each other Initial Purchaser set forth on Schedule B attached hereto collectively, the “Initial Purchasers”), for whom Merrill Lynch is acting as representative (the “Representative”).
DATED 8 July 2011 ANTIKITHIRA SHIPPING CORPORATION and KITHIRA SHIPPING CORPORATION as Borrowers ABN AMRO BANK N.V. as Lender and ABN AMRO BANK N.V. as Agent and Security Trustee FACILITY AGREEMENT FOR A USD 55,100,000 TERM LOAN FACILITY IN TWO...Facility Agreement • July 21st, 2011 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight
NAVIOS MARITIME ACQUISITION CORPORATION and NAVIOS ACQUISITION FINANCE (US) INC., as Co-Issuers the GUARANTORS party hereto, as Guarantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Trustee INDENTURE Dated as of November...Indenture • December 9th, 2013 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight • New York
INDENTURE dated as of November 13, 2013 among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “Company”), and Navios Acquisition Finance (US) Inc., a Delaware corporation, as co-issuers (“Navios Acquisition Finance”, with the Company and Navios Acquisition Finance being referred to herein individually as a “Co-Issuer” and collectively as “Co-Issuers”), each of the Guarantors named herein, as Guarantors, and Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”) and as Collateral Trustee (the “Collateral Trustee”).
DATED 18th July 2014 as amended and restated on 4 November 2015 LIMNOS SHIPPING CORPORATION PAXOS SHIPPING CORPORATION SKYROS SHIPPING CORPORATION THASOS SHIPPING CORPORATION and TILOS SHIPPING CORPORATION as borrowers THE BANKS AND FINANCIAL...Facility Agreement • November 13th, 2015 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight • London
DATED 19th March 2021 NAVIOS MARITIME ACQUISITION CORPORATION (1) as borrower and NAVIOS SHIPMANAGEMENT HOLDINGS CORPORATION (2) as lender LOAN AGREEMENT in respect of a loan of up to USD100,000,000 in up to five AdvancesLoan Agreement • April 28th, 2021 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight
DATED 31 January 2017 AMORGOS SHIPPING CORPORATION and ANDROS SHIPPING CORPORATION (1) ABN AMRO BANK N.V. (2) FACILITY AGREEMENT in respect of a loan of up to USD26,650,000 INCE & CO PIRAEUSFacility Agreement • April 5th, 2017 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight
Dated 18 December 2015 TINOS SHIPPING CORPORATION and ANTIPAXOS SHIPPING CORPORATION as joint and several Borrowers and THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders and BNP PARIBAS as Agent and Security Trustee LOAN AGREEMENT...Loan Agreement • January 6th, 2016 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight • London
AGREEMENT AND PLAN OF MERGER dated as of October 7, 2018 by and among NAVIOS MARITIME ACQUISITION CORPORATION, NMA SUB LLC, NAVIOS MARITIME MIDSTREAM PARTNERS L.P., and NAVIOS MARITIME MIDSTREAM PARTNERS GP LLCMerger Agreement • October 9th, 2018 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight • Marshall Islands
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 7, 2018 (the “Execution Date”), is entered into by and among Navios Maritime Acquisition Corporation, a Republic of the Marshall Islands corporation (“Parent”), NMA Sub LLC, a Republic of the Marshall Islands limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), Navios Maritime Midstream Partners L.P., a Republic of the Marshall Islands limited partnership (“NAP”), and Navios Maritime Midstream Partners GP LLC, a Republic of the Marshall Islands limited liability company and the general partner of NAP (“NAP General Partner”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 18th, 2013 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of September 16, 2013, between Navios Maritime Acquisition Corporation, a Marshall Islands corporation (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.
DATED 26 October 2010 FOLEGANDROS SHIPPING CORPORATION and SERIFOS SHIPPING CORPORATION (1) EFG EUROBANK ERGASIAS S.A. (2) FACILITY AGREEMENT in respect of a loan of up to USD52,200,000 in two tranches PIRAEUSFacility Agreement • November 9th, 2010 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 30th, 2013 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 21st day of May, 2013, by and among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “Company”) and Navios Maritime Holdings Inc., a Marshall Islands corporation (“Navios Holdings”).
DATED 24th August 2021 NAVIOS MARITIME ACQUISITION CORPORATION (1) as borrower and NAVIOS MARITIME PARTNERS L.P. (2) as lender LOAN AGREEMENT in respect of a loan of up to USD45,000,000 PIRAEUSLoan Agreement • August 26th, 2021 • Navios Maritime Acquisition Corp • Deep sea foreign transportation of freight
Repurchase PlanRepurchase Plan • April 12th, 2010 • Navios Maritime Acquisition CORP • Blank checks
Repurchase Plan, dated April 8, 2010 (this “Repurchase Plan”), among Navios Maritime Holdings Inc., a Marshall Islands corporation (“Navios Maritime”), Amadeus Maritime S.A., a Panama corporation (“Amadeus” and, together with Navios Maritime, the “Purchasers”), Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “Issuer”), and J. P. Morgan Securities Inc. (“JPMSI”).
Dear Unitholder:Merger Agreement • November 13th, 2018 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight
As you are aware, Navios Maritime Midstream Partners L.P. (“Navios Midstream”) has entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 7, 2018, with Navios Maritime Acquisition Corporation (“Navios Acquisition”), pursuant to which Navios Midstream will merge with a wholly-owned subsidiary of Navios Acquisition (the “Merger”). Navios Acquisition filed a registration statement (the “Registration Statement”) on Form F-4 (including an information statement/prospectus describing the Merger and Navios Acquisition’s shares of common stock (the “Navios Acquisition Common Stock”) and/or series E convertible preferred stock (the “Navios Acquisition Series E Preferred Stock”) to be issued in the Merger) with the Securities and Exchange Commission (“SEC”) on [●], 2018. The registration statement was declared effective by the SEC on [●], 2018 and the information statement/prospectus (the “Information Statement/Prospectus”) was mailed to you, together with this
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • August 6th, 2010 • Navios Maritime Acquisition CORP • Blank checks
This AMENDMENT TO WARRANT AGREEMENT (this “Amendment”), dated as of August 23, 2010, is made by and between Navios Maritime Acquisition Corporation, a Marshall Islands corporation, with offices at 85 Akti Miaouli Street, Piraeus, Greece 185 38 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent” and together with the Company, the “Parties”) and amends the Warrant Agreement (the “Agreement”) entered into among the Parties on June 25, 2008. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.
AMENDMENT TO BUYBACK AGREEMENT AND ASSUMPTION AGREEMENTBuyback Agreement • April 12th, 2010 • Navios Maritime Acquisition CORP • Blank checks
This AMENDMENT TO BUYBACK AGREEMENT AND ASSUMPTION AGREEMENT (this “Amendment”), dated as of April 8, 2010, is made by and among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (“Navios Acquisition”), Amadeus Maritime S.A., a Panama corporation (“Amadeus”), J.P. Morgan Securities Inc. (“JPMorgan”), Deutsche Bank Securities Inc. (“Deutsche Bank”, and together with Navios Acquisition, Amadeus and JPMorgan, the “Original Parties”) and Navios Maritime Holdings Inc., a Marshall Islands corporation (“Navios Maritime”), and amends the Buyback Agreement (the “Agreement”) entered into among the Original Parties on June 25, 2008. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.
To: Navios Maritime Acquisition Corporation (the Borrower)Loan Agreement • May 27th, 2011 • Navios Maritime Acquisition CORP • 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).
NUMBER THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. WARRANTSWarrant Agreement • June 17th, 2008 • Navios Maritime Acquisition CORP
is the registered holder of a Warrant or Warrants expiring [__________], 2013 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii)[ ], 2009, such number of Shares of the Company at the price of $7.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. The Company shall not be ob
Dated 13 December 2013 NAVIOS EUROPE INC. as Borrower and THE CORPORATIONS listed in Schedule 1 as Lenders and NAVIOS PARTNERS EUROPE FINANCE INC. as Agent NAVIOS ACQUISITION EUROPE FINANCE INC. as Mandated Lead Arranger and NAVIOS HOLDINGS EUROPE...Loan Agreement • February 13th, 2014 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight
The Lenders have agreed to make available to the Borrower certain secured term and revolving loan facilities for the purposes and in the amounts set forth in Clause 2 and such term and revolving loan facilities shall be the “Navios Loans” and “WC Loans” respectively for the purposes of the Master Agreement (as defined herein).
AMENDMENT TO CO-INVESTMENT SHARE SUBSCRIPTION AGREEMENT AND ASSUMPTION AGREEMENTCo-Investment Share Subscription Agreement • April 12th, 2010 • Navios Maritime Acquisition CORP • Blank checks
This AMENDMENT TO CO-INVESTMENT SHARE SUBSCRIPTION AGREEMENT AND ASSUMPTION AGREEMENT (this “Amendment”), dated as of April 8, 2010, is made by and among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (“Navios Acquisition”), Amadeus Maritime S.A., a Panama corporation (“Amadeus”, and together with Navios Acquisition, the “Original Parties”) and Navios Maritime Holdings Inc., a Marshall Islands corporation (“Navios Maritime”), and amends the Co-Investment Share Subscription Agreement (the “Agreement”) entered into among the Original Parties on June 25, 2008. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.
ELEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 17th, 2020 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight • New York
Eleventh Supplemental Indenture (this “Supplemental Indenture”), dated as of November 17, 2020, by and among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “Company”) and Navios Acquisition Finance (US) Inc., a Delaware corporation (“Navios Finance” and together with the Company, the “Co-Issuers”), the guarantors party hereto (the “Guarantors”) and Wilmington Trust, National Association, in its capacity as trustee (the “Successor Trustee”) and as collateral trustee (the “Successor Collateral Trustee”) under the Indenture referenced below.
1st AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 21st, 2016 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight
This AMENDMENT TO SHARE PUCHASE AGREEMENT (this “Amendment”), dated as of October 25, 2016 is made by and between AEGEAN SEA MARITIME HOLDINGS INC. (“Aegean Sea”), a wholly owned subsidiary of Navios Maritime Acquisition Corporation and a corporation organized under the laws of the Republic of the Marshall Islands, and NAVIOS MARITIME MIDSTREAM PARTNERS L.P. (“NAP”), a limited partnership organized under the laws of the Republic of the Marshall Islands, together (the “Parties”) amends the Share Purchase Agreement (the “Agreement”) entered into between the Parties on November 18, 2014. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given to them in the Agreement.
FORM OF WARRANT AGREEMENTWarrant Agreement • June 17th, 2008 • Navios Maritime Acquisition CORP • New York
This Warrant Agreement (this “Agreement”) made as of [___], 2008, between Navios Maritime Acquisition Corporation, a Marshall Islands corporation, with offices at 85 Akti Miaouli Street, Piraeus, Greece 185 38 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
NAVIOS MARITIME ACQUISITION CORPORATION Shares of Common Stock ($0.0001 par value per share) CONTINUOUS OFFERING PROGRAM SALES AGREEMENTContinuous Offering Program Sales Agreement • March 6th, 2020 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight • New York
LETTER OF AMENDMENT Nr. 1 TO AN AGREEMENT DATED 7 SEPTEMBER 2010Loan Agreement • May 27th, 2011 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight
To: NAVIOS MARITIME ACQUISITION CORPORATION Trust Company Complex Ajeltake Road Ajeltake Island Majuro-Marshall Islands (the “Borrower”)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 18th, 2013 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 16th day of September, 2013, by and among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “Company”) and Navios Maritime Holdings Inc., a Marshall Islands corporation (“Navios Holdings”).
Navios Maritime Acquisition Corporation 22,000,000 Units Common Stock Warrants Underwriting AgreementUnderwriting Agreement • June 17th, 2008 • Navios Maritime Acquisition CORP • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • October 25th, 2019 • Navios Maritime Acquisition CORP • 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.
