FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 2008 • Navios Maritime Acquisition CORP • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [__] day of [___], 2008, by and among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “Company”) and Navios Maritime Holdings, Inc. (“Navios Holdings”), Angeliki Frangou (“Frangou”), Ted C. Petrone (“Petrone”), Julian David Brynteson (“Brynteson”), John Koilalous (“Koilalous”), Nikolaos Veraros (“Veraros”) and [Party to Co-Investment Agreement] (each, an “Investor” and collectively, the “Investors”).
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
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 22,000,000 Units Common Stock Warrants Underwriting AgreementUnderwriting Agreement • June 17th, 2008 • Navios Maritime Acquisition CORP • New York
FORM OF RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal and Corporate Opportunities Agreement • June 17th, 2008 • Navios Maritime Acquisition CORP • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of [___], 2008 by and among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “Company”), Navios Maritime Holdings, Inc., a Marshall Islands corporation (“Navios Holdings”) and Navios Maritime Partners L.P. (“Navios Partners”) in connection with the Company’s proposed public offering of Units in the United States pursuant to a registration statement, on Form F-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • June 17th, 2008 • Navios Maritime Acquisition CORP • Marshall Islands
This Agreement dated as of June 16, 2008 is by and between Navios Maritime Holdings, Inc. (“Seller”) and each of the purchasers identified on Schedule I hereto (“Purchaser,” and collectively, the “Purchasers”).
FORM OF SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • June 17th, 2008 • Navios Maritime Acquisition CORP • New York
This Securities Escrow Agreement (this “Agreement”) is made as of [•], 2008, by and among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “Company”), Navios Maritime Holdings, Inc. (the “Sponsor”), Angeliki Frangou (“Frangou”), Ted C. Petrone (“Petrone”), Julian David Brynteson (“Brynteson”), John Koilalous (“Koilalous”), and Nikolaos Veraros (“Veraros”) (each, an “Investor” and collectively, the “Investors”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 17th, 2008 • Navios Maritime Acquisition CORP • New York
This Agreement is made as of [____], 2008 by and between Navios Maritime Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
AMENDED AND RESTATED SPONSOR UNIT SUBSCRIPTION AGREEMENTSponsor Unit Subscription Agreement • June 17th, 2008 • Navios Maritime Acquisition CORP • Marshall Islands
This Amended and Restated Sponsor Unit Subscription Agreement (this “Agreement”) is made as of the 16th day of June, 2008, by and among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “Company”), and the purchaser listed on the signature page hereto under the heading “Purchaser” (the “Purchaser”).
NAVIOS MARITIME ACQUISITION CORPORATIONAdministrative Services Agreement • June 17th, 2008 • Navios Maritime Acquisition CORP
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “Company”), and continuing until the earlier of the consummation by the Company of a “business combination” or the Company’s liquidation (as described in the Company’s IPO prospectus) (the “Termination Date”), Navios Maritime Holdings, Inc. shall make available to the Company office space and certain administrative services as may be required by the Company from time to time, situated at 85 Akti Miaouli Street, Piraeus, Greece 185 38. In exchange therefor, the Company shall pay Navios Maritime Holdings, Inc. the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
CO-INVESTMENT SHARE SUBSCRIPTION AGREEMENTCo-Investment Share Subscription Agreement • June 17th, 2008 • Navios Maritime Acquisition CORP • New York
THIS CO-INVESTMENT SHARE SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [___], 2008, by and between Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “Company”), and [___] (the “Purchaser”).
FORM OF SPONSOR WARRANT PURCHASE AGREEMENTSponsor Warrant Purchase Agreement • June 17th, 2008 • Navios Maritime Acquisition CORP • New York
THIS SPONSOR WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of [____], 2008, 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.
Form of Letter Agreement]Underwriting Agreement • June 17th, 2008 • Navios Maritime Acquisition CORP • New York
This letter is being delivered to you in accordance with the Underwriting Agreement dated as of [____], 2008 (the “Underwriting Agreement”), by and between Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “Company”), and J.P. Morgan Securities Inc. (“JPMorgan”) and Deutsche Bank Securities Inc. (“Deutsche Bank”), as representatives of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “Initial Public Offering”) of the Company’s units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (a “Warrant”) entitling the holder thereof to purchase one share of Common Stock.
