[Form of Insider Letter - Sponsor]
[•], 2008
Navios Maritime Acquisition Corporation
85 Akti Miaouli Street
Piraeus, Greece 185 38
Ladies and Gentlemen:
The undersigned, a stockholder of Navios Maritime Acquisition Corporation, a Marshall Islands
corporation (the “ Company ”), in consideration of J.P. Morgan Securities Inc. and Deutsche Bank
Securities Inc., as representatives of the several underwriters (the “ Underwriters ”) of the Company’s initial
public offering, agreeing to underwrite an initial public offering (the “ IPO ”) of the Company’s units (“ Units ”),
each comprised of one share of the Company’s common stock, par value $0.0001 per share (“ Common Stock
”), and one warrant exercisable for one share of Common Stock (“ Warrant ”), hereby agrees as follows
(certain capitalized terms used herein are defined in Schedule I hereto):
Re: Initial Public Offering
1.
If the Company solicits approval of its stockholders of a Business Combination and/or Extension
Period, the undersigned will vote (i) all Sponsor Shares owned by the undersigned in accordance with
the majority of the votes cast by the holders of the IPO Shares and (ii) all other shares acquired by the
undersigned in the IPO or in the aftermarket in favor of the Business Combination and/or Extension
Period.
2.
If a Transaction Failure occurs, the undersigned will take all reasonable actions within the
undersigned’s power to cause (i) the Trust Account to be liquidated and distributed to the holders of
the IPO Shares in accordance with the Investment Management Trust Agreement to be entered into
“
Trust Agreement ), and (ii) the Company to liquidate as soon as reasonably practicable after the
Termination Date (the earliest date on which the conditions in clauses (i) and (ii) are both satisfied
being the “ Liquidation Date ”). The undersigned hereby waives any and all right, title, interest or
claim of any kind (each, a “ Claim ”) in or to (x) any distribution of the Trust Account with respect