47,795,000 Common Units NAVIOS MARITIME PARTNERS L.P. Common Units Representing Limited Partnership Interests PLACEMENT AGENCY AGREEMENTNavios Maritime Partners L.P. • March 21st, 2017 • Deep sea foreign transportation of freight • New York
This placement agency agreement (this “Agreement”) confirms our understanding that Navios Maritime Partners L.P., a Marshall Islands limited partnership (the “Partnership”), 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 47,795,000 common units (the “Securities”) representing limited partnership interests in the Partnership. 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 Securities. Notwithstanding anything to the contrary contained in this Agreement, the Placement Agents shall have no obligation to purchase any of the Securities, or any liability to the Partnership if any prospective
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • March 21st, 2017 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight • New York
as set forth below, and released by Continental Stock Transfer & Trust Company, the Company’s transfer agent (the “Transfer Agent”), to the Investor at the Closing (as defined in Section 3.1 of Annex I hereto).
