0001193125-12-055592 Sample Contracts

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AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • February 13th, 2012 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • London

This Amended and Restated Management Agreement dated as of the1st day of January 2012, is entered into by and between CAPITAL PRODUCT PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Marshall Islands with its registered office at 3 Iassonos Street, Piraeus, 18537, Greece, (“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”) and amends and restates in its entirety the Management Agreement by and between CLP and CSM dated April 3, 2007, as amended.

FLOATING RATE MANAGEMENT AGREEMENT
Floating Rate Management Agreement • February 13th, 2012 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • London

THIS AGREEMENT dated as of the 10th day of June, 2011, is entered into by and between CAPITAL PRODUCT PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Marshall Islands with its registered office at 3 Iassonos Street, Piraeus, 18537, Greece, (“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”).

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • February 13th, 2012 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • New York

SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of June 9, 2011, 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 FLOATING RATE MANAGEMENT AGREEMENT
Floating Rate Management Agreement • February 13th, 2012 • Capital Product Partners L.P. • Deep sea foreign transportation of freight

AMENDMENT NO. 2 made effective the 5th day of December, 2011 to the Floating Rate Management Agreement dated the 9th of June 2011 (the “Floating Rate Management Agreement”), as amended; 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”).

AMENDMENT TO FLOATING RATE MANAGEMENT AGREEMENT
Floating Rate Management Agreement • February 13th, 2012 • Capital Product Partners L.P. • Deep sea foreign transportation of freight

AMENDMENT NO. 1 made effective the 4th day of August, 2011 to the Floating Rate Management Agreement dated the 9th of June 2011 (the “Floating Rate 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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