FORM OF SPONSOR WARRANT PURCHASE AGREEMENT
THIS SPONSOR WARRANT PURCHASE AGREEMENT (this “ Agreement ”) is made as of [____],
2008, 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.
WHEREAS, the Purchaser is an entity affiliated with the officers and directors of the Company; and
WHEREAS, in furtherance of the Company’s plan to obtain funding through an initial public offering (the “
Offering ”) of its units (the “ Units ”), each Unit consisting of one share of common stock (the “ Common
Stock ”), par value $0.0001 per share, of the Company (the “ Unit Common Stock ”) and one warrant to
purchase one share of Common Stock (each, a “ Unit Warrant ” and collectively, the “ Unit Warrants ”), and
to demonstrate its commitment to this plan, the Purchaser desires to make an investment in the Company by
purchasing warrants (each, a “ Sponsor Warrant ” and collectively, the “ Sponsor Warrants ”) on the terms
and conditions described herein.
NOW THEREFORE, the parties to this Agreement hereby agree as follows:
Section 1. Authorization, Purchase and Sale; Terms of the Sponsor Warrants .
A. Authorization of the Sponsor Warrants. The Company has authorized, and hereby ratifies such
authorization by execution hereof, the issuance and sale to the Purchaser of an aggregate of 7,600,000 Sponsor
Warrants. The terms of the Sponsor Warrants are set forth in the Warrant Agreement dated as of [__], 2008
(the “ Warrant Agreement ”) by and between the Company and Continental Stock Transfer & Trust Company
(“ Continental ”).
B. Purchase and Sale of the Sponsor Warrants . The Company shall sell to the Purchaser, and
subject to the terms and conditions set forth herein, the Purchaser shall purchase from the Company,
simultaneously with the completion of the Offering, 7,600,