0000891836-12-000057 Sample Contracts

CLASS B CONVERTIBLE PREFERRED UNIT SUBSCRIPTION AGREEMENT by and among CAPITAL PRODUCT PARTNERS L.P. and THE PURCHASERS PARTY HERETO
Class B Convertible Preferred Unit Subscription Agreement • May 23rd, 2012 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • New York

This CLASS B CONVERTIBLE PREFERRED UNIT SUBSCRIPTION AGREEMENT, dated as of May 11, 2012 (this “Agreement”), is by and among CAPITAL PRODUCT PARTNERS L.P., a limited partnership organized under the laws of the Republic of the Marshall Islands (“CPLP”), and each of the purchasers set forth on Schedule A hereto (the “Purchasers”).

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SECOND AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAPITAL PRODUCT PARTNERS L.P.
Capital Product Partners L.P. • May 23rd, 2012 • Deep sea foreign transportation of freight • Marshall Islands

THIS SECOND AMENDMENT, dated as of May 22, 2012 (this “Amendment”), to the Second Amended and Restated Agreement of Limited Partnership of Capital Product Partners L.P. (the “Partnership”), dated as of February 22, 2010, as amended (the “LP Agreement”), is entered into by the Partnership.

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