FORM OF FIRST CONTRIBUTION AND CONVEYANCE AGREEMENTFirst 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,
FORM OF MANAGEMENT AGREEMENTForm of Management Agreement • October 26th, 2007 • Navios Maritime Partners L.P. • London
FORM OF ADMINISTRATIVE SERVICES AGREEMENTForm of 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 AGREEMENTSecond 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,
FORM OF SHARE PURCHASE AGREEMENT between ANEMOS MARITIME HOLDINGS INC. and NAVIOS MARITIME PARTNERS L.P.Form of Share Purchase Agreement • October 26th, 2007 • Navios Maritime Partners L.P. • Marshall Islands
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”).
Limited Liability Company Agreement of Navios GP L.L.C. A Marshall Islands Limited Liability CompanyLimited Liability Company Agreement • October 26th, 2007 • Navios Maritime Partners L.P. • Marshall Islands
This Limited Liability Company Agreement (the “Agreement”) is made and entered into effective as of the 6th day of August, 2007, by NAVIOS MARITIME HOLDINGS INC., a Marshall Islands corporation (“Navios Maritime Holdings”).
Form of Common Unit Purchase AgreementNavios Maritime Partners L.P. • October 26th, 2007 • New York
This is to confirm the agreement between the Partnership and the Investor concerning the purchase of the Investor Units from the Partnership by the Investor.
NAVIOS MARITIME PARTNERS L.P. (a Marshall Islands limited partnership) 10,000,000 Common Units representing limited partner interests FORM OF PURCHASE AGREEMENTPurchase Agreement • October 26th, 2007 • Navios Maritime Partners L.P. • New York
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NAVIOS GP L.L.C. A MARSHALL ISLANDS LIMITED LIABILITY COMPANYLimited Liability Company Agreement • October 26th, 2007 • Navios Maritime Partners L.P. • Marshall Islands
This Amended and Restated Limited Liability Company Agreement (the “Agreement”) is made and entered into effective as of the day of , 2007, by NAVIOS MARITIME HOLDINGS INC., a Marshall Islands corporation (or any permitted successors and assigns hereunder) (“Navios Maritime Holdings”).
