0000891836-13-000070 Sample Contracts

Contract
Share Purchase Agreement • March 21st, 2013 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • New York
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THIRD AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAPITAL PRODUCT PARTNERS L.P.
Second Amended and Restated Agreement of Limited Partnership • March 21st, 2013 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • Marshall Islands

THIS THIRD AMENDMENT, dated as of March 19, 2013 (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.

REGISTRATION RIGHTS AGREEMENT by and among CAPITAL PRODUCT PARTNERS L.P. and THE HOLDERS PARTY HERETO Dated as of March 19, 2013
Registration Rights Agreement • March 21st, 2013 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of March 19, 2013, 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 listed on Schedule A hereto (the “Holders”).

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 • March 21st, 2013 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • New York

This CLASS B CONVERTIBLE PREFERRED UNIT SUBSCRIPTION AGREEMENT, dated as of March 15, 2013 (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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