9,825,000 Shares NAVIOS MARITIME ACQUISITION CORPORATION Common Stock ($0.0001 par value per share) PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 4th, 2013 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight • New York
This Agreement confirms our understanding that Navios Maritime Acquisition Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Company”), hereby appoints the placement agents named in Schedule II hereto as its placement agents (the “Placement Agents”), for whom you are acting as manager (the “Manager”), in connection with the proposed sale to certain investors (the “Direct Offering”) of 9,825,000 shares of its Common Stock, par value $0.0001 per share (the “Shares”). On the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Placement Agents agree to use their best commercially practicable efforts to solicit and receive offers to purchase the Shares. Notwithstanding anything to the contrary contained in this Agreement, the Placement Agents shall have no obligation to purchase any of the Shares, or any liability to the Company if any prospective purchaser fails to con
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • March 4th, 2013 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight • New York
Commission) of which the Investor is a part in connection with the Offering of the Shares, acquired, or obtained the right to acquire, 35% or more of the Common Stock (or securities convertible into or exercisable for Common Stock) or the voting power of the Company on a post-transaction basis. Exceptions:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2013 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 26th day of February, 2013, by and among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “Company”) and Navios Maritime Holdings, Inc. (“Navios Holdings”) and the investors set forth on Schedule I (each, an “Investor” and collectively, the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 4th, 2013 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of February 26, 2013, 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 CO-INVESTMENT SHARE SUBSCRIPTION AGREEMENTCo-Investment Share Subscription Agreement • March 4th, 2013 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight • New York
THIS CO-INVESTMENT SHARE SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of February 26, 2013, by and between Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “Company”), and [ ] (the “Purchaser”).
