EX-4.65



 Exhibit 4.65 
  

 
  

SHARE PURCHASE AGREEMENT 
 Dated
26th day of February 2016 
 between 

CAPITAL MARITIME & TRADING CORP. 

and 
 CAPITAL PRODUCT PARTNERS
L.P. 
 Atrotos Container Carrier S.A. – 100 Shares 
  

 
  







 TABLE OF CONTENTS 
  

							
	 	  	 	  	Page	 
	
	ARTICLE I	  
	
	Interpretation	 
			
	 SECTION 1.01.
	  	 Definitions
	  	 	2	  
	
	ARTICLE II	  
			
		  	Purchase and Sale of Shares; Closing	  			
			
	 SECTION 2.01.
	  	 Purchase and Sale of Shares
	  	 	4	  
	 SECTION 2.02.
	  	 Closing
	  	 	4	  
	 SECTION 2.03.
	  	 Place of Closing
	  	 	4	  
	 SECTION 2.04.
	  	 Purchase Price for Shares
	  	 	4	  
	 SECTION 2.05.
	  	 Payment of the Purchase Price
	  	 	5	  
	
	ARTICLE III	  
	
	Representations and Warranties of the Buyer	 
			
	 SECTION 3.01.
	  	 Organization and Limited Partnership Authority
	  	 	5	  
	 SECTION 3.02.
	  	 Agreement Not in Breach of Other Instruments
	  	 	5	  
	 SECTION 3.03.
	  	 No Legal Bar
	  	 	5	  
	 SECTION 3.04.
	  	 Securities Act
	  	 	5	  
	 SECTION 3.05.
	  	 Independent Investigation
	  	 	6	  
	
	ARTICLE IV	  
	
	Representations and Warranties of the Seller	 
			
	 SECTION 4.01.
	  	 Organization and Corporate Authority
	  	 	6	  
	 SECTION 4.02.
	  	 Agreement Not in Breach
	  	 	6	  
	 SECTION 4.03.
	  	 No Legal Bar
	  	 	6	  
	 SECTION 4.04.
	  	 Good and Marketable Title to Shares
	  	 	6	  
	 SECTION 4.05.
	  	 The Shares
	  	 	7	  









							
	 	  	 	  	Page	 
	
	ARTICLE V	  
	
	 Representations and Warranties of

the Seller Regarding the Vessel Owning Subsidiary
	   
   

			
	 SECTION 5.01.
	  	 Organization Good Standing and Authority
	  	 	7	  
	 SECTION 5.02.
	  	 Capitalization; Title to Shares
	  	 	7	  
	 SECTION 5.03.
	  	 Organizational Documents
	  	 	7	  
	 SECTION 5.04.
	  	 Agreement Not in Breach
	  	 	7	  
	 SECTION 5.05.
	  	 Litigation
	  	 	8	  
	 SECTION 5.06.
	  	 Indebtedness to and from Officers, etc.
	  	 	8	  
	 SECTION 5.07.
	  	 Personnel
	  	 	8	  
	 SECTION 5.08.
	  	 Contracts and Agreements
	  	 	8	  
	 SECTION 5.09.
	  	 Compliance with Law
	  	 	9	  
	 SECTION 5.10.
	  	 No Undisclosed Liabilities
	  	 	9	  
	 SECTION 5.11.
	  	 Disclosure of Information
	  	 	9	  
	 SECTION 5.12.
	  	 Payment of Taxes
	  	 	9	  
	 SECTION 5.13.
	  	 Permits
	  	 	9	  
	 SECTION 5.14.
	  	 No Material Adverse Change in Business
	  	 	10	  
	
	ARTICLE VI	  
	
	 Representations and Warranties of

the Seller regarding the Vessel
	   
   

			
	 SECTION 6.01.
	  	 Title to Vessel
	  	 	10	  
	 SECTION 6.02.
	  	 No Encumbrances
	  	 	10	  
	 SECTION 6.03.
	  	 Condition
	  	 	10	  
	
	ARTICLE VII	  
	
	Covenants	  
			
	 SECTION 7.01.
	  	 Financial Statements
	  	 	10	  
	 SECTION 7.02.
	  	 Expenses
	  	 	11	  
	
	ARTICLE VIII	  
	
	Amendments and Waivers	  
			
	 SECTION 8.01.
	  	 Amendments and Waivers
	  	 	11	  


  
 ii 









							
	 	  	 	  	Page	 
	
	ARTICLE IX	  
	
	Indemnification	  
			
	 SECTION 9.01.
	  	 Indemnity by the Seller
	  	 	11	  
	 SECTION 9.02.
	  	 Indemnity by the Buyer
	  	 	12	  
	 SECTION 9.03.
	  	 Exclusive Post-Closing Remedy
	  	 	12	  
	
	ARTICLE X	  
	
	Miscellaneous	  
			
	 SECTION 10.01.
	  	 Governing Law
	  	 	12	  
	 SECTION 10.02.
	  	 Counterparts
	  	 	12	  
	 SECTION 10.03.
	  	 Complete Agreement
	  	 	12	  
	 SECTION 10.04.
	  	 Interpretation
	  	 	13	  
	 SECTION 10.05.
	  	 Severability
	  	 	13	  
	 SECTION 10.06.
	  	 Third Party Rights
	  	 	13	  
	 SECTION 10.07.
	  	 Notices
	  	 	13	  
	 SECTION 10.08.
	  	 Representations and Warranties to Survive
	  	 	13	  
	 SECTION 10.09.
	  	 Remedies
	  	 	13	  
	 SECTION 10.10.
	  	 Non-recourse to General Partner
	  	 	14	  


  
 iii 








 SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of the 26th day of February 2016, by and between CAPITAL MARITIME & TRADING CORP. (the “Seller”), a corporation organized under the laws of the Republic of the Marshall Islands, and
CAPITAL PRODUCT PARTNERS L.P. (the “Buyer”), a limited partnership organized under the laws of the Republic of the Marshall Islands. 

WHEREAS, the Buyer wishes to purchase from the Seller, and the Seller wishes to sell to the Buyer, the one hundred (100) shares of
capital stock (the “Shares”) representing all of the issued and outstanding shares of capital stock of Atrotos Container Carrier S.A., a corporation organized under the laws of both the Republic of Liberia, with its registered
office at 80 Broad Street, Monrovia, Liberia and the Republic of the Marshall Islands (the “Vessel Owning Subsidiary”). 

WHEREAS, the Vessel Owning Subsidiary has entered into a certain shipbuilding contract, dated as of 29 October 2013, by and between the
Vessel Owning Subsidiary as buyer and (i) Daewoo Shipbuilding and Marine Engineering Co., Ltd. and (ii) Daewoo-Mangalia Heavy Industries S.A., as co-sellers (together the “Builder”)
as amended and supplemented by such parties (the “Shipbuilding Contract”) for the construction and sale of one (1) container carrier of approximately 9,100 TEU / 89,300 DWT under hull no. 4097 tbr “CMA CGM MAGDALENA”
(the “Vessel”). 
 WHEREAS, under the terms of the Shipbuilding Contract a Letter of Refundment Guarantee No.
M076Q1310XD00025 has been issued by SHINHAN BANK, Seoul, Korea, in favor of the Vessel Owning Subsidiary (the “Refund Guarantee”) 

WHEREAS, the Vessel is employed under a charter time charter dated 19 December 2013 by CMA CGM, a company incorporated in France and
whose business address is at 4, Quai d’Arenc, 13002, Marseille, France, as charterer (the “Charterer”) for a duration of 5 years (with 30 days less, 90 days more, exact period in Charterer’s option) commencing on delivery
from the Builder (the “Charter”). 
 WHEREAS, the Vessel has been delivered to the Vessel Owning Subsidiary and the Vessel
Owning Subsidiary is the registered owner of the Vessel. 
 WHEREAS, contemporaneously with the execution of this Agreement, the Buyer and
Capital Ship Management Corp. (“CSM”) will execute an amendment to the Floating Rate Management Agreement dated the 9th day of June 2011 and entered into between the Buyer and CSM
as same has been amended and/or supplemented from time to time (the “Amendment to the Management Agreement”). 







 NOW, THEREFORE, the parties hereto agree as follows: 

ARTICLE I 
 Interpretation

 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, supplemented, restated or otherwise
modified from time to time; 
 “Amendment to the Management Agreement” has the meaning given to it in the recitals; 

“Applicable Law” in respect of any Person, property, transaction or event, means all laws, statutes, ordinances, regulations,
municipal by-laws, treaties, judgments and decrees applicable to that Person, property, transaction or event and, whether or not having the force of law, all applicable official directives, rules, consents,
approvals, authorizations, guidelines, orders, codes of practice and policies of any Governmental Authority having or purporting to have authority over that Person, property, transaction or event and all general principles of common law and equity;

 “Buyer” has the meaning given to it in the preamble; 

“Buyer Entities” means the Buyer and its subsidiaries; 

“Buyer Indemnitees” has the meaning given to it in Section 9.01; 

“Charter” has the meaning given to it in the recitals; 

“Charterer” has the meaning given to it in the recitals; 

“Closing” has the meaning given to it in Section 2.02; 

“Closing Date” has the meaning given to it in Section 2.02; 

“Commission” has the meaning given to it in Section 7.03; 

“Commitment” means (a) options, warrants, convertible securities, exchangeable securities, subscription rights,
conversion rights, exchange rights or other contracts that could require a Person to issue any of its equity interests or to sell any equity interests it owns in another Person (other than this Agreement and the related transaction documents); (b)
any other securities convertible into, exchangeable or exercisable for, or representing the right to subscribe for any equity interest of a Person or owned by a Person; and (c) stock appreciation rights, phantom stock, profit participation, or
other similar rights with respect to a Person; 
 “Contracts” has the meaning given to it in Section 5.08; 

  
 2 








 “CSM” has the meaning given to it in the recitals; 

“Encumbrance” means any mortgage, lien, charge, assignment, adverse claim, hypothecation, restriction, option, covenant,
condition or encumbrance, whether fixed or floating, on, or any security interest in, any property whether real, personal or mixed, tangible or intangible, any pledge or hypothecation of any property, any deposit arrangement, priority, conditional
sale agreement, other title retention agreement or equipment trust, capital lease or other security arrangements of any kind; 

“Equity Interest” means (a) with respect to any entity, any and all shares of capital stock or other ownership interest
and any Commitments with respect thereto, (b) any other direct equity ownership or participation in a Person and (c) any Commitments with respect to the interests described in (a) or (b); 

“Exchange Act” has the meaning given to it in Section 7.03; 

“Governmental Authority” means any domestic or foreign government, including federal, provincial, state, municipal, county or
regional government or governmental or regulatory authority, domestic or foreign, and includes any department, commission, bureau, board, administrative agency or regulatory body of any of the foregoing and any multinational or supranational
organization; 
 “Losses” means, with respect to any matter, all losses, claims, damages, liabilities, deficiencies, costs,
expenses (including all costs of investigation, legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) or diminution of value, whether or not involving a claim from a third party, however
specifically excluding consequential, special and indirect losses, loss of profit and loss of opportunity; 
 “Notice”
means any notice, citation, directive, order, claim, litigation, investigation, proceeding, judgment, letter or other communication, written or oral, actual or threatened, from any Person; 

“Organizational Documents” has the meaning given to it in Section 5.03; 

“Parties” means all parties to this Agreement and “Party” means any one of them; 

“Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of the Buyer dated
February 22, 2010, as amended from time to time. 
 “Person” means an individual, entity or association, including any
legal personal representative, corporation, body corporate, firm, partnership, trust, trustee, syndicate, joint venture, unincorporated organization or Governmental Authority; 

“Permits” has the meaning given to it in Section 5.13; 

“Purchase Price” has the meaning given to it in Section 2.04; 

“Securities Act” means the Securities Act of 1933, as amended from time to time; 

  
 3 








 “Seller” has the meaning given to it in the preamble; 

“Seller Entities” means the Seller and its affiliates other than the Buyer Entities; 

“Seller Indemnities” has the meaning given to it in Section 9.02; 

“Shares” has the meaning given to it in the recitals; 

“Taxes” means all income, franchise, business, property, sales, use, goods and services or value added, withholding, excise,
alternate minimum capital, transfer, excise, customs, anti-dumping, stumpage, countervail, net worth, stamp, registration, franchise, payroll, employment, health, education, business, school, property, local improvement, development, education
development and occupation taxes, surtaxes, duties, levies, imposts, rates, fees, assessments, dues and charges and other taxes required to be reported upon or paid to any domestic or foreign jurisdiction and all interest and penalties thereon; 

“Vessel” has the meaning given to it in the recitals; and 

“Vessel Owning Subsidiary” has the meaning given to it in the recitals. 

ARTICLE II 
 Purchase and Sale
of Shares; Closing 
 SECTION 2.01. Purchase and Sale of Shares. The Seller agrees to sell and transfer to the Buyer, and the
Buyer agrees to purchase from the Seller for the Purchase Price and in accordance with and subject to the terms and conditions set forth in this Agreement, the Shares which in turn shall result in the Buyer indirectly owning the Vessel. 

SECTION 2.02. Closing. On the terms of this Agreement, the sale and transfer of the Shares and payment of the Purchase Price shall take
place on the date hereof referred to as (the “Closing Date”). The sale and transfer of the Shares is hereinafter referred to as the “Closing.” 

SECTION 2.03. Place of Closing. The Closing shall take place at the premises of CSM at 3 Iassonos Street, Piraeus, Greece. 

SECTION 2.04. Purchase Price for Shares. On the Closing Date, the Buyer shall pay to the Seller (to such account as the Seller shall
nominate) the amount of US Dollars Eighty One Million Five Hundred Thousand (USD 81,500,000.00) (the “Purchase Price”) in exchange for the Shares, less any amounts paid as a deposit for the Shares under that certain Master Vessel
Acquisition Agreement between the Buyer and Seller, dated as of July 24, 2014. The Buyer shall have no responsibility or liability hereunder for the Seller’s allocation and distribution of the Purchase Price among the Seller Entities. 


  
 4 








 SECTION 2.05. Payment of the Purchase Price. The Purchase Price (to the extent paid in US
Dollars) will be paid by the Buyer to the Seller of the Shares by wire transfer of immediately available funds to an account designated in writing by the Seller. 

ARTICLE III 
 Representations
and Warranties of the Buyer 
 The Buyer represents and warrants to the Seller that as of the date hereof: 

SECTION 3.01. Organization and Limited Partnership Authority. The Buyer is duly formed, validly existing and in good standing under the
laws of the Republic of the Marshall Islands, and has all requisite limited partnership power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by
the Buyer, has been effectively authorized by all necessary action, limited partnership or otherwise, and constitutes legal, valid and binding obligations of the Buyer. No meeting has been convened or resolution proposed or petition presented and no
order has been made to wind up the Buyer. 
 SECTION 3.02. Agreement Not in Breach of Other Instruments. The execution and delivery
of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any agreement or
other instrument to which the Buyer is a party or by which it is bound, the Certificate of Formation and the Partnership Agreement, any judgment, decree, order or award of any court, governmental body or arbitrator by which the Buyer is bound, or
any law, rule or regulation applicable to the Buyer which would have a material effect on the transactions contemplated hereby. 
 SECTION
3.03. No Legal Bar. The Buyer is not prohibited by any order, writ, injunction or decree of any body of competent jurisdiction from consummating the transactions contemplated by this Agreement and no such action or proceeding is pending or,
to the best of its knowledge and belief, threatened against the Buyer which questions the validity of this Agreement, any of the transactions contemplated hereby or any action which has been taken by any of the parties in connection herewith or in
connection with any of the transactions contemplated hereby. 
 SECTION 3.04. Securities Act. The Shares purchased by the Buyer
pursuant to this Agreement are being acquired for investment purposes only and not with a view to any public distribution thereof, and the Buyer shall not offer to sell or otherwise dispose of the Shares so acquired by it in violation of any of the
registration requirements of the Securities Act. The Buyer acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Shares, and has such knowledge and experience in financial and business matters that it
is capable of evaluating the merits and risks of an investment in all of the Shares. The Buyer is an “accredited investor” as such term is defined in Regulation D under the Securities Act. The Buyer understands that, when issued to the
Buyer at the Closing, none of the Shares will be registered pursuant to the Securities Act and that all of the Shares will constitute “restricted securities” under the federal securities laws of the United States. 

  
 5 








 SECTION 3.05. Independent Investigation. The Buyer has had the opportunity to conduct to
its own satisfaction independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Vessel Owning Subsidiary and, in making the determination to
proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Articles IV, V and VI. 

ARTICLE IV 
 Representations
and Warranties of the Seller 
 The Seller represents and warrants to the Buyer that as of the date hereof: 

SECTION 4.01. Organization and Corporate Authority. The Seller is duly incorporated, validly existing and in good standing under the
laws of the Republic of the Marshall Islands, and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller,
has been effectively authorized by all necessary action, corporate or otherwise, and constitutes legal, valid and binding obligations of the Seller. No meeting has been convened or resolution proposed or petition presented and no order has been made
to wind up the Seller. 
 SECTION 4.02. Agreement Not in Breach. The execution and delivery of this Agreement, the consummation of
the transactions contemplated hereby and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any agreement or other instrument to which the Seller is
a party or by which it is bound, the Articles of Incorporation and Bylaws of the Seller, any judgment, decree, order or award of any court, governmental body or arbitrator by which the Seller is bound, or any law, rule or regulation applicable to
the Seller. 
 SECTION 4.03. No Legal Bar. The Seller is not prohibited by any order, writ, injunction or decree of any body of
competent jurisdiction from consummating the transactions contemplated by this Agreement and no such action or proceeding is pending or, to the best of its knowledge and belief, threatened against the Seller which questions the validity of this
Agreement, any of the transactions contemplated hereby or any action which has been taken by any of the parties in connection herewith or in connection with any of the transactions contemplated hereby. 

SECTION 4.04. Good and Marketable Title to Shares. The Seller is the owner (of record and beneficially) of all of the Shares and has
good and marketable title to the Shares, free and clear of any and all Encumbrances. The Shares constitute 100% of the issued and outstanding Equity Interests of the Vessel Owning Subsidiary. 

  
 6 








 SECTION 4.05. The Shares. Assuming the Buyer has the requisite power and authority to be
the lawful owner of the Shares, upon delivery to the Buyer at the Closing of certificates representing the Shares, duly endorsed by the Seller for transfer to the Buyer or accompanied by appropriate instruments sufficient to evidence the transfer
from the Seller to the Buyer of the Shares under the Applicable Laws of the relevant jurisdiction, or delivery of such Shares by electronic means, and upon the Seller’s receipt of the Purchase Price, the Buyer shall own good and valid title to
the Shares, free and clear of any Encumbrances, other than those arising from acts of the Buyer Entities. Other than this Agreement and any related transaction documents, the Organizational Documents and restrictions imposed by Applicable Law, at
the Closing, the Shares will not be subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Shares, other
than any agreement to which any Buyer Entity is a party. 
 ARTICLE V 

Representations and Warranties of 

the Seller Regarding the Vessel Owning Subsidiary 

The Seller represents and warrants to the Buyer that as of the date hereof: 

SECTION 5.01. Organization Good Standing and Authority. The Vessel Owning Subsidiary is a corporation duly incorporated, validly
existing and in good standing under the laws of the Republic of Liberia and the Republic of the Marshall Islands. The Vessel Owning Subsidiary has full corporate power and authority to carry on its business as it is now, and has since its
incorporation been, conducted, and is entitled to own, lease or operate the properties and assets it now owns, leases or operates and to enter into legal and binding contracts. No meeting has been convened or resolution proposed or petition
presented and no order has been made to wind up the Vessel Owning Subsidiary. 
 SECTION 5.02. Capitalization; Title to Shares. The
Shares consist of the 100 shares of capital stock without par value and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding
Equity Interests of the Vessel Owning Subsidiary. There are not outstanding (i) any options, warrants or other rights to purchase from the Vessel Owning Subsidiary any equity interests of the Vessel Owning Subsidiary, (ii) any securities
convertible into or exchangeable for shares of such equity interests of the Vessel Owning Subsidiary or (iii) any other commitments of any kind for the issuance of additional shares of equity interests or options, warrants or other securities
of the Vessel Owning Subsidiary. 
 SECTION 5.03. Organizational Documents. The Seller has supplied to the Buyer true and correct
copies of the organizational documents of the Vessel Owning Subsidiary, as in effect as of the date hereof (the “Organizational Documents”). 

SECTION 5.04. Agreement Not in Breach. Neither the execution and delivery of this Agreement nor the consummation of the transactions
contemplated hereby will violate, or 

  
 7 








 
result in a breach of, any of the terms and provisions of, or constitute a default under, or conflict with, or give any other party thereto a right to terminate any agreement or other instrument
to which the Vessel Owning Subsidiary is a party or by which it is bound including, without limitation, any of the Organizational Documents, or any judgment, decree, order or award of any court, governmental body or arbitrator applicable to the
Vessel Owning Subsidiary. 
 SECTION 5.05. Litigation. 

(a) There is no action, suit or proceeding to which the Vessel Owning Subsidiary is a party (either as a plaintiff or defendant) pending before
any court or governmental agency, authority or body or arbitrator; there is no action, suit or proceeding threatened against the Vessel Owning Subsidiary; and, to the best knowledge of the Seller, there is no basis for any such action, suit or
proceeding; 
 (b) The Vessel Owning Subsidiary has not been permanently or temporarily enjoined by any order, judgment or decree of any
court or any governmental agency, authority or body from engaging in or continuing any conduct or practice in connection with the business, assets, or properties of the Vessel Owning Subsidiary; and 

(c) There is not in existence any order, judgment or decree of any court or other tribunal or other agency enjoining or requiring the Vessel
Owning Subsidiary to take any action of any kind with respect to its business, assets or properties. 
 SECTION 5.06. Indebtedness to and
from Officers, etc. The Vessel Owning Subsidiary will not be indebted, directly or indirectly, to any person who is an officer, director, stockholder or employee of the Seller or any spouse, child, or other relative or any affiliate of
any such person, nor shall any such officer, director, stockholder, employee, relative or affiliate be indebted to the Vessel Owning Subsidiary. 

SECTION 5.07. Personnel. The Vessel Owning Subsidiary has no employees. 

SECTION 5.08. Contracts and Agreements. Other than the Charter, the Amendment to the Management Agreement and the Shipbuilding Contract
(together, the “Contracts”), there are no material contracts or agreements, written or oral, to which the Vessel Owning Subsidiary is a party or by which any of its assets are bound. 

(a) Each of the Contracts is a valid and binding agreement of the Vessel Owning Subsidiary, and to the best knowledge of the Seller, of all
other parties thereto; 
 (b) The Vessel Owning Subsidiary has fulfilled all material obligations required pursuant to its Contracts to have
been performed by it prior to the date hereof and has not waived any material rights thereunder, including payment in full of the purchase price for the Vessel, together with any other payments of the Vessel Owning Subsidiary due thereunder; and

 (c) There has not occurred any material default under any of the Contracts on the part of the Vessel Owning Subsidiary, or to the best
knowledge of the Seller, on the part of any other party thereto nor has any event occurred which with the giving of notice or the lapse of time, or both, would constitute any material default on the part of the Vessel Owning Subsidiary


  
 8 








 
under any of the Contracts nor, to the best knowledge of the Seller, has any event occurred which with the giving of notice or the lapse of time, or both, would constitute any material default on
the part of any other party to any of the Contracts. 
 SECTION 5.09. Compliance with Law. The conduct of business by the Vessel
Owning Subsidiary does not and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate any laws, statutes, ordinances, rules, regulations, decrees, orders, permits or other similar
items in force (including, but not limited to, any of the foregoing relating to employment discrimination, environmental protection or conservation) of any country, province, state or other governing body, the enforcement of which would materially
and adversely affect the business, assets, condition (financial or otherwise) or prospects of the Vessel Owning Subsidiary taken as a whole, nor has the Vessel Owning Subsidiary received any notice of any such violation. 

SECTION 5.10. No Undisclosed Liabilities. The Vessel Owning Subsidiary (or the Vessel owned by it) has no liabilities or obligations of
any nature, whether absolute, accrued, contingent or otherwise, and whether due or to become due (including, without limitation, any liability for Taxes and interest, penalties and other charges payable with respect to any such liability or
obligation, including under the Shipbuilding Contract). Notwithstanding the foregoing, the Parties acknowledge and agree that there may be obligations under the Contracts that are not due and payable as of the date hereof and that will be the
responsibility of the Seller pursuant to Section 9.01(c) of this Agreement. 
 SECTION 5.11. Disclosure of Information. The Seller
has disclosed to the Buyer all material information on, and about, the Vessel Owning Subsidiary and the Vessel and all such information is true, accurate and not misleading in any material respect. Nothing has been withheld from the material
provided to the Buyer which would render such information untrue or misleading. 
 SECTION 5.12. Payment of Taxes. The Vessel Owning
Subsidiary has filed all foreign, federal, state and local income and franchise tax returns required to be filed, which returns are correct and complete in all material respects, and has timely paid all taxes due from it, and the Vessel is in good
standing with respect to the payment of past and current Taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction. 

SECTION 5.13. Permits. The Vessel Owning Subsidiary has such permits, consents, licenses, franchises, concessions, certificates and
authorizations (“Permits”) of, and has all declarations and filings with, and is qualified and in good standing in each jurisdiction of, all federal, provincial, state, local or foreign Governmental Authorities and other Persons, as
are necessary to own or lease its properties and to conduct its business in the manner that is standard and customary for a business of its nature other than such Permits the absence of which, individually or in the aggregate, has not and could not
reasonably be expected to materially or adversely affect the Vessel Owning Subsidiary. The Vessel Owning Subsidiary has fulfilled and performed all its obligations with respect to such Permits which are or will be due to have been fulfilled and
performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, 

  
 9 








 
revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such
non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, materially or adversely affect the Vessel Owning
Subsidiary, and none of such Permits contains any restriction that is materially burdensome to the Vessel Owning Subsidiary. 
 SECTION
5.14. No Material Adverse Change in Business. Since 26 February , 2015, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Vessel
Owning Subsidiary, whether or not arising in the ordinary course of business, that would have or could reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or
business prospects of the Vessel Owning Subsidiary. 
 ARTICLE VI 

Representations and Warranties of 

the Seller regarding the Vessel 

The Seller represents and warrants to the Buyer that as of the date hereof: 

SECTION 6.01. Title to Vessel. The Vessel Owning Subsidiary is the owner (beneficially and of record) of the Vessel and has good and
marketable title to the Vessel. 
 SECTION 6.02. No Encumbrances. The assets of the Vessel Owning Subsidiary and the Vessel are free
of all Encumbrances other than the Encumbrances arising under the Charter. 
 SECTION 6.03. Condition. The Vessel is
(i) adequate and suitable for use by the Vessel Owning Subsidiary in the manner that is standard and customary for a vessel of its type, ordinary wear and tear excepted; (ii) seaworthy in all material respects for hull and machinery
insurance warranty purposes and in good running order and repair; (iii) insured against all risks, and in amounts, consistent with common industry practices; (iv) in compliance with maritime laws and regulations; and (v) in compliance
in all material respects with the requirements of its class and classification society; and all class certificates of the Vessel are clean and valid and free of recommendations affecting class; and the Buyer acknowledges and agrees that, subject
only to the representations and warranties in this Agreement, it is acquiring the Vessel on an “as is, where is” basis. 
 ARTICLE
VII 
 Covenants 

SECTION 7.01. Financial Statements. The Seller agrees to cause the Vessel Owning Subsidiary to provide access to the books and records
of the Vessel Owning Subsidiary to allow the Buyer’s outside auditing firm to prepare at the Buyer’s expense any information, review or audit the Buyer reasonably believes is required to be furnished or provided by the


  
 10 








 
Buyer pursuant to applicable securities laws. The Seller will (A) direct its auditors to provide the Buyer’s auditors access to the auditors’ work papers and (B) use its
commercially reasonable efforts to assist the Buyer with any such information, review or audit and to provide other financial information reasonably requested by the Buyer or its auditors, including the delivery by the Seller Entities of any
information, letters and similar documentation, including reasonable “management representation letters” and attestations. 

SECTION 7.02. Expenses. All costs, fees and expenses incurred in connection with this Agreement and the related transaction documents
shall be paid by the Buyer, including all costs, fees and expenses incurred in connection with conveyance fees, recording charges and other fees and charges applicable to the transfer of the Shares. For the avoidance of doubt, all costs and expenses
incurred by the Buyer to load the Vessel with fuel oil, lubricating oil, greases, fresh water and other stores necessary to operate the Vessel after the Closing as well as in connection with the delivery of the Vessel to the delivery port (ballast)
shall be for the Buyer’s account. 
 ARTICLE VIII 

Amendments and Waivers 

SECTION 8.01. Amendments and Waivers. This Agreement may not be amended except by an instrument in writing signed on behalf of each
parties hereto. By an instrument in writing the Buyer, on the one hand, or the Seller, on the other hand, may waive compliance by the other with any term or provision of this Agreement that such other party was or is obligated to comply with or
perform. 
 ARTICLE IX 

Indemnification 
 SECTION
9.01. Indemnity by the Seller. The Seller shall be liable for, and shall indemnify the Buyer and each of its subsidiaries and each of their directors, employees, agents and representatives (the “Buyer Indemnitees”)
against and hold them harmless from, any Losses, suffered or incurred by such Buyer Indemnitee: 
 (a) by reason of, arising
out of or otherwise in respect of any inaccuracy in, or breach of, any representation or warranty (without giving effect to any supplement to the schedules or qualifications as to materiality or dollar amount or other similar qualifications), or a
failure to perform or observe any covenant, agreement or obligation of, the Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Seller; 

(b) any fees, expenses or other payments incurred or owed by the Seller or the Vessel Owning Subsidiary to any brokers,
financial advisors or comparable other persons retained or employed by it in connection with the transactions contemplated by this Agreement; or 

  
 11 








 (c) by reason of, arising out of or otherwise in respect of obligations,
liabilities, expenses, cost and claims relating to, arising from or otherwise attributable to the assets owned by the Vessel Owning Subsidiary or the assets, operations, and obligations of the Vessel Owning Subsidiary or the businesses thereof, in
each case, to the extent relating to, arising from, or otherwise attributable to facts, circumstances or events occurring prior to the Closing Date. 

SECTION 9.02. Indemnity by the Buyer. The Buyer shall indemnify the Seller and its subsidiaries other than any Buyer Indemnitees and
each of their respective officers, directors, employees, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Seller Indemnitee by reason of,
arising out of or otherwise in respect of any inaccuracy in, or breach of, any representation or warranty (without giving effect to any supplement to the schedules occurring after the date hereof or qualifications as to materiality or dollar amount
or other similar qualifications), or a failure to perform or observe any covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the
Buyer. 
 SECTION 9.03. Exclusive Post-Closing Remedy. After the Closing, and except for any
non-monetary, equitable relief to which any Party may be entitled, or any remedies for willful misconduct or actual fraud, the rights and remedies set forth in this Article IX shall constitute the sole and
exclusive rights and remedies of the Parties under or with respect to the subject matter of this Agreement. 
 ARTICLE X 

Miscellaneous 
 SECTION
10.01. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed wholly within such jurisdiction without giving effect to conflict
of law principles thereof other than Section 5-1401 of the New York General Obligations Law, except to the extent that it is mandatory that the law of some other jurisdiction, wherein the Vessel is
located, shall apply. 
 SECTION 10.02. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each
of which shall be deemed an original, but all of which shall constitute but one and the same instrument. 
 SECTION 10.03. Complete
Agreement. This Agreement and Schedules hereto contain the entire agreement between the parties hereto with respect to the transactions contemplated herein and, except as provided herein, supersede all previous oral and written and all
contemporaneous oral negotiations, commitments, writings and understandings. 

  
 12 








 SECTION 10.04. Interpretation. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 
 SECTION 10.05. Severability. If any
of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any governmental body having jurisdiction over the subject matter hereof, such contravention or invalidity shall
not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid, and an equitable adjustment shall be made and necessary provision added so as to give
effect, as nearly as possible, to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement. 

SECTION 10.06. Third Party Rights. Except to the extent provided in Article X, a Person who is not a party to this Agreement has
no right to enforce or to enjoy the benefit of any term of this Agreement. 
 SECTION 10.07. Notices. Any notice, claim or demand in
connection with this Agreement shall be delivered to the parties at the following addresses (or at such other address or facsimile number for a party as may be designated by notice by such party to the other party): 

(a) if to Capital Maritime & Trading Corp., as follows: 

c/o Capital Ship Management Corp., 

3 Iassonos Street, Piraeus, Greece 

Attention: Gerasimos Kalogiratos 

Facsimile: +30 210 428 4286 

(b) if to Capital Product Partners L.P., as follows: 

c/o Capital Ship Management Corp., 

3 Iassonos Street, Piraeus, Greece 

Attention: CEO/CFO 
 Facsimile:
+30 210 428 4285 
 and any such notice shall be deemed to have been received (i) on the next working day in the place to which it is sent, if sent by
facsimile or (ii) forty eight (48) hours from the time of dispatch, if sent by courier. 
 SECTION 10.08. Representations and
Warranties to Survive. All representations and warranties of the Buyer and Seller contained in this Agreement shall survive the Closing and shall remain operative and in full force and effect after the Closing, regardless of (a) any
investigation made by or on behalf of any Party or its affiliates, any Person controlling any Party, its officers or directors, and (b) delivery of and payment for the Shares. 

SECTION 10.09. Remedies. Except as expressly provided in Section 9.03, the rights, obligations and remedies created by this
Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available at law or in equity. Except as expressly provided in this Agreement, nothing in this Agreement will be considered an election of remedies. 


  
 13 








 SECTION 10.10. Non-recourse to General Partner.
Neither the Buyer’s general partner nor any other owner of Equity Interests in the Buyer shall be liable for the obligations of the Buyer under this Agreement or any of the related transaction documents, including, in each case, by reason of
any payment obligation imposed by governing partnership statutes. 
 IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed as of the date first above written. 

  
 14 









							
	CAPITAL MARITIME & TRADING CORP.,
			
		 	by	 	 /s/ Gerasimos Kalogiratos

		 	Name:	 	Gerasimos Kalogiratos
		 	Title:	 	Chief Financial Officer
	
	CAPITAL PRODUCT PARTNERS L.P.
		
		 	by Capital GP L.L.C., its general partner
				
		 		 	by	 	 /s/ Gerasimos Kalogiratos

		 		 	Name:	 	Gerasimos Kalogiratos
		 		 	Title:	 	Chief Executive Officer and Chief Financial Officer of Capital GP, L.L.C.