FORM OF SHARE PURCHASE AGREEMENT
[ • ], 2007
ANEMOS MARITIME HOLDINGS INC.
NAVIOS MARITIME PARTNERS L.P.
SHARE PURCHASE AGREEMENT (the “ Agreement ”), dated as of [ • ] , 2007, by and between
ANEMOS MARITIME HOLDINGS INC. (the “ Seller ”), a wholly-owned subsidiary of Navios Maritime
Holdings Inc. (“ NMHI ”) and a corporation organized under the laws of the Republic of the Marshall Islands,
and NAVIOS MARITIME PARTNERS L.P. (the “ Buyer ”), a limited partnership organized under the laws of
the Republic of the Marshall Islands and recently formed by NMHI.
WHEREAS, the Buyer wishes to purchase from the Seller, and the Seller wishes to sell to the Buyer,
the shares of common stock as set forth on Schedule C to this Agreement (the “ Shares ”) representing all of the
issued and outstanding shares of common stock of the vessel owning subsidiary that will take delivery of the
Vessel as set forth in Schedule A hereto (the “ Vessel Owning Subsidiary ”).
WHEREAS, the Vessel Owning Subsidiary is party to a memorandum of agreement for the delivery
of a vessel (the “ Resale Contract ”) the name of which is set forth opposite the Vessel Owning Subsidiary’s
name on Schedule A hereto (the “ Vessel ”).
WHEREAS, the Vessel is subject to a long-term charter (the “ Charter ”), and such Charter will
commence upon delivery of the Vessel.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1.01 Definitions . In this Agreement, unless the context requires otherwise or unless otherwise
specifically provided herein, the following terms shall have the respective meanings set out below and grammatical
variations of such terms shall have corresponding meanings:
“ Agreement ” means this Agreement, including its recitals and schedules, as amended and
“ Applicable Law ” in respect of any Person, property, transaction or event, means all laws, statutes,
ordinances, regulations, municipal by-laws, treaties,