0000950157-11-000101 Sample Contracts

SHARE PURCHASE AGREEMENT Dated August 13, 2010 between CAPITAL MARITIME & TRADING CORP. and CAPITAL PRODUCT PARTNERS L.P.
Share Purchase Agreement • February 4th, 2011 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • New York

SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of August 13, 2010, by and between CAPITAL MARITIME & TRADING CORP. (the “Seller”), a corporation organized under the laws of the Republic of the Marshall Islands, and CAPITAL PRODUCT PARTNERS L.P. (the “Buyer”), a limited partnership organized under the laws of the Republic of the Marshall Islands and recently formed by the Seller.

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SHARE PURCHASE AGREEMENT Dated June 30th 2010 between CAPITAL MARITIME & TRADING CORP. and CAPITAL PRODUCT PARTNERS L.P.
Share Purchase Agreement • February 4th, 2011 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • New York

SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of June 30, 2010, by and between CAPITAL MARITIME & TRADING CORP. (the “Seller”), a corporation organized under the laws of the Republic of the Marshall Islands, and CAPITAL PRODUCT PARTNERS L.P. (the “Buyer”), a limited partnership organized under the laws of the Republic of the Marshall Islands.

AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • February 4th, 2011 • Capital Product Partners L.P. • Deep sea foreign transportation of freight

AMENDMENT NO. 7 made effective the 1st day of March 2010 to the Management Agreement dated the 3rd day of April 2007, as amended (the “Management Agreement”); by and between CAPITAL PRODUCT PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Marshall Islands (“CLP”), and CAPITAL SHIP MANAGEMENT CORP., a company duly organized and existing under the laws of Panama with its registered office at Hong Kong Bank building, 6th floor, Samuel Lewis Avenue, Panama, and a representative office established in Greece at 3, Iassonos Street, Piraeus Greece (“CSM”).

Date 30 June 2010 CAPITAL PRODUCT PARTNERS L.P. as Borrower - and - THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders - and - HSH NORDBANK AG as Mandated Lead Arranger, Facility Agent and Security Trustee - and - HSH NORDBANK AG as...
Second Supplemental Agreement • February 4th, 2011 • Capital Product Partners L.P. • Deep sea foreign transportation of freight

Clause Page 1 INTERPRETATION 2 2 AGREEMENT OF THE CREDITOR PARTIES 3 3 CONDITIONS PRECEDENT 4 4 REPRESENTATIONS AND WARRANTIES 5 5 AMENDMENTS TO LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS 5 6 FURTHER ASSURANCES 8 7 EXPENSES 8 8 COMMUNICATIONS 8 9 SUPPLEMENTAL 8 10 LAW AND JURISDICTION 8 SCHEDULE LENDERS 10 EXECUTION PAGES 11

CAPITAL PRODUCT PARTNERS L.P. RESTRICTED UNIT AWARD AGREEMENT DATED AUGUST 31, 2010 (THE “AWARD DATE”)
Restricted Unit Award Agreement • February 4th, 2011 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • New York

WHEREAS, Capital Product Partners L.P. (the “Partnership”) wishes to grant to ______________________________________________________________________ (the “Recipient”) certain Restricted Units of the Partnership’s common units; and

Date 30 November 2010
Seventh Supplemental Agreement • February 4th, 2011 • Capital Product Partners L.P. • Deep sea foreign transportation of freight

Clause Page 1 INTERPRETATION 1 2 AGREEMENT OF THE CREDITOR PARTIES 3 3 CONDITIONS PRECEDENT 3 4 REPRESENTATIONS AND WARRANTIES 5 5 AMENDMENTS TO LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS 5 6 FURTHER ASSURANCES 7 7 FEES AND EXPENSES 8 8 COMMUNICATIONS 8 9 SUPPLEMENTAL 8 10 LAW AND JURISDICTION 8 SCHEDULE LENDERS 9 EXECUTION PAGES 10

AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • February 4th, 2011 • Capital Product Partners L.P. • Deep sea foreign transportation of freight

AMENDMENT NO. 9 made effective the 13th day of August 2010 to the Management Agreement dated the 3rd day of April 2007, as amended (the “Management Agreement”); by and between CAPITAL PRODUCT PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Marshall Islands (“CLP”), and CAPITAL SHIP MANAGEMENT CORP., a company duly organized and existing under the laws of Panama with its registered office at Hong Kong Bank building, 6th floor, Samuel Lewis Avenue, Panama, and a representative office established in Greece at 3, Iassonos Street, Piraeus Greece (“CSM”).

Date 30 June 2010 CAPITAL PRODUCT PARTNERS L.P. as Borrower - and - THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders - and - HSH NORDBANK AG as Agent and Security Trustee - and - HSH NORDBANK AG as Bookrunner - and - HSH NORDBANK...
Loan Agreement • February 4th, 2011 • Capital Product Partners L.P. • Deep sea foreign transportation of freight

Clause Page 1 INTERPRETATION 1 2 AGREEMENT OF THE CREDITOR PARTIES 3 3 CONDITIONS PRECEDENT 3 4 REPRESENTATIONS AND WARRANTIES 5 5 AMENDMENTS TO LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS 5 6 FURTHER ASSURANCES 6 7 FEES AND EXPENSES 6 8 COMMUNICATIONS 7 9 SUPPLEMENTAL 7 10 LAW AND JURISDICTION 7 SCHEDULE LENDERS 8 EXECUTION PAGES 9

AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • February 4th, 2011 • Capital Product Partners L.P. • Deep sea foreign transportation of freight

AMENDMENT NO. 8 made effective the 30th day of June 2010 to the Management Agreement dated the 3rd day of April 2007, as amended the 24th day of September 2008 and the 27th day of March 2008 and the 30th day of April 2008 and the 7th April 2009 and the 13th of April 2009 and the 30th of April 2009 and the 1st of March 2010 (the “Management Agreement”); by and between CAPITAL PRODUCT PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Marshall Islands (“CLP”), and CAPITAL SHIP MANAGEMENT CORP., a company duly organized and existing under the laws of Panama with its registered office at Hong Kong Bank building, 6th floor, Samuel Lewis Avenue, Panama, and a representative office established in Greece at 3, Iassonos Street, Piraeus Greece (“CSM”).

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