AMENDMENT TO CO-INVESTMENT SHARE SUBSCRIPTION AGREEMENT AND ASSUMPTION AGREEMENT

Exhibit 10.2

AMENDMENT TO CO-INVESTMENT SHARE SUBSCRIPTION AGREEMENT
AND ASSUMPTION AGREEMENT

     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 Xxxxxxxx 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 Xxxxxxxx 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.

W I T N E S S E T H:

     WHEREAS, the Agreement provides that the terms thereof may be amended only pursuant to a written instrument executed by each of the Original Parties thereto; and

     WHEREAS, the Parties desire to amend the Agreement and have Navios Maritime assume the obligations of Amadeus under the Agreement;

     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

     1. Assumption of Obligations. Navios Maritime hereby agrees, to assume, perform, fulfill, pay, discharge when due and satisfy all of the obligations of Amadeus under the Agreement, and to be bound by the Agreement as if it were Amadeus, until the completion of the obligations set forth in such Agreement.

     2. Amendment. The Agreement shall be amended as follows:

          (a) The following sentence shall be added to the end of Section 1(a) of the Agreement:

     “Any purchases of Common Stock made by the Purchaser in the open market or in private transactions in addition to its purchases of Aftermarket Shares pursuant to the terms of the Buyback Agreement will be credited as purchases towards the aggregate purchase price paid by the Purchaser for the Aftermarket Shares.”

          (b) All references to “Purchaser” in the Agreement shall refer to Navios Maritime.

     3. Full Force and Effect. Except as modified by this Amendment, all other terms and conditions in the Agreement shall remain in full force and effect.

     4. Effect. Unless the context otherwise requires, the Agreement, as amended, and this Amendment shall be read together and shall have effect as if the provisions of the Agreement, as amended, and this Amendment were contained in one agreement. After the effective date of this Amendment, all references in the Agreement to “this Agreement,” “hereto,” “hereof,” “hereunder” or words of like import referring to the Agreement shall mean the Agreement, as amended, as further modified by this Amendment.

     5. Counterparts. This Amendment may be executed in separate counterparts, all of which taken together shall constitute a single instrument.

[Remainder of page intentionally left blank. Signature page to follow.]

2

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year first above written.

ACCEPTED AND AGREED:
NAVIOS MARITIME HOLDINGS INC.
By:		/s/ Xxxxxxxx Xxxxxxx
Name:		Xxxxxxxx Xxxxxxx
Title:		Chief Executive Officer
ACCEPTED AND AGREED:
AMADEUS MARITIME S.A.
By:		/s/ Xxxxxxxx Xxxxxxx
Name:		Xxxxxxxx Xxxxxxx
Title:		Attorney-in-Fact
ACCEPTED AND AGREED:
NAVIOS MARITIME ACQUISITION CORPORATION
By:		/s/ Xxxxxxxx Xxxxxxx
Name:		Xxxxxxxx Xxxxxxx
Title:		Chief Executive Officer

[Signature Page — Amendment to Co-Investment Share Subscription Agreement and Assumption Agreement]