Exhibit 10.5


 


FORM OF CONTRIBUTION AND CONVEYANCE AGREEMENT


 


This
CONTRIBUTION AND CONVEYANCE AGREEMENT, dated as of • , 2007, is
entered into by and among Capital Maritime & Trading Corp., a Marshall
Islands corporation (“Capital Maritime”); Capital GP L.L.C., a Marshall
Islands limited liability company (“GP LLC”); Capital Product Partners
L.P., a Marshall Islands limited partnership (the “MLP”); and Capital
Product Operating L.L.C., a Marshall Islands limited liability company (the “OLLC”).
The foregoing shall be referred to individually as a “Party” and
collectively as the “Parties.” 
Certain capitalized terms have the meanings assigned to them in
Article I hereof.


 


RECITALS


 


A.    Capital
Maritime and GP LLC have formed the MLP pursuant to the Marshall Islands
Limited Partnership Act (the “Marshall Islands LP Act”) for the purpose
of, among other things, acquiring and owning all of the outstanding shares of
capital stock of and operating all of the assets of certain subsidiaries of
Capital Maritime that own and operate new or almost new medium range product
tankers under medium to long-term time charters or bareboat charters. The respective Boards of Directors of Capital Maritime and the MLP have
prior to this Agreement authorized the Parties to effect the actions set forth
below at the times and in the order set forth below.


 


B.    To
accomplish the objectives and purposes in the preceding recital, the following
actions have been taken prior to the date hereof:


 


1.     Capital
Maritime formed GP LLC under the terms of the Marshall Islands Limited
Liability Company Act (the “Marshall Islands LLC Act”) and contributed
$1000 in exchange for all of the member interests in GP LLC.


 


2.     GP
LLC and Capital Maritime formed the MLP, to which GP LLC contributed $20 and
Capital Maritime contributed $980 in exchange for a 2% general partner interest
and 98% limited partner interest, respectively.


 


3.     The
MLP formed the OLLC pursuant to the Marshall Islands LLC Act and contributed
$1000 in exchange for all of the member interests in the OLLC.


 


4.     The
MLP made an election to be classified as an association taxable as
a corporation for U.S. federal income tax purposes, effective as of formation.


 


C.    At
the Effective Time, each of the following matters shall occur:


 


1.     Capital
Maritime will sell to the MLP, subsequent to the execution


 

















 


of the Purchase Agreement, all of the
outstanding shares of capital stock of the subsidiaries named on Schedule A
hereto (collectively, the “Vessel Owning Subsidiaries”). As
consideration therefor, the MLP will issue to Capital Maritime, and Capital
Maritime will receive (a) 11,750,000 Common Units, representing a 56.0% limited
partner interest in the MLP, (b) 8,805,521 Subordinated Units, representing a
42.0% limited partner interest in the MLP, (c) the Incentive Distribution
Rights, (d) $25 million in cash representing a cash dividend and (e) the right
to receive an additional dividend in the amount of $30 million payable in cash
or a number of Common Units necessary to satisfy the Underwriters’ over-allotment
option or a combination thereof, as described in Section 3.02.


 


2.     Capital
Maritime’s original 98% limited partner interest in the MLP will be converted
into one Subordinated Unit.


 


3.     GP
LLC’s original 2% general partner interest in the MLP will be converted into 419,500
General Partner Units.


 


4.     The
MLP will transfer the Interests to the OLLC.


 


5.     Capital
Maritime will transfer the Incentive Distribution Rights to GP LLC.


 




6.     Capital
Maritime, through the underwriters of the Offering (the “Underwriters”) and
pursuant to the Purchase Agreement, will sell the 11,750,000 Common Units to
the public in exchange for $[•] million (the “Offering Proceeds”).




 


7.     Capital
Maritime will use the Offering Proceeds to (a) pay the underwriting
discounts and commissions of $[•] million (which may be withheld by the
Underwriters from the Offering Proceeds as payment thereof), (b) pay other
transaction expenses incurred by Capital Maritime in connection with the
Offering of approximately $[•] million and (c) with respect to the
remaining Offering Proceeds, to repay the debt of the Vessel Owning
Subsidiaries.


 


8.     The
agreements of limited partnership and the limited liability company agreements
of the aforementioned entities will be amended and restated to the extent
necessary to reflect the applicable matters set forth above and in Article II
and Article III of this Agreement.


 


2

















 


AGREEMENT


 


NOW, THEREFORE, in consideration of their mutual
undertakings and agreements hereunder, the Parties undertake and agree as
follows:


 


ARTICLE
I


 


Definitions;
Recordation


 


Section 1.01. Definitions. The
following capitalized terms have the meanings given below.


 


“Acts” shall mean collectively the Marshall
Islands LP Act and the Marshall Islands LLC Act.


 


“Agreement” means this Contribution and
Conveyance Agreement.


 


 “Attorney-In-Fact”
has the meaning assigned to such term in Section 5.02.


 


“Bank Credit Facility” means the credit
agreement dated • , 2007 by and among the MLP, as the
borrower, the banks and financial institutions named therein as lenders, and
the other parties thereto.


 


“Beneficial Owner” has the meaning assigned to
such term in Section 6.03.


 


“Capital Maritime” has the meaning assigned to
such term in the first paragraph of this Agreement.


 


“Common Units” has the meaning assigned to such
term in the Partnership Agreement.


 


“Conveyed Interests” has the meaning assigned
to such term in Section 5.02.


 


“Conveying Parties” has the meaning assigned to
such term in Section 5.02.


 


“Effective Time” means the time when the
transactions contemplated by Article II hereof have been consummated.


 


“General Partner Units” has the meaning
assigned to such term in the Partnership Agreement.


 


“GP LLC” has the meaning assigned to such term
in the first paragraph of this Agreement.


 


3

















 


“Hazardous Substances” has the meaning assigned
to such term in the Omnibus Agreement.


 


“Incentive Distribution Rights” has the meaning
assigned to such term in the Partnership Agreement.


 


“Interests” means the shares of capital stock
of the Vessel Owning Subsidiaries and other rights and interests sold and
conveyed to the MLP (or intended so to be) pursuant to this Agreement.


 


“Laws” means any and all laws, statutes,
ordinances, rules or regulations promulgated by a governmental authority,
orders of a governmental authority, judicial decisions, decisions of
arbitrators or determinations of any governmental authority or court.


 


“MLP” has the meaning assigned to such term in
the first paragraph of this Agreement.


 


“Marshall Islands LLC Act” has the meaning
assigned to such term in Recital B.1 of this Agreement.


 


“Marshall Islands LP Act” has the meaning
assigned to such term in Recital A of this Agreement.


 


“Net Over-Allotment Proceeds” has the meaning
assigned to such term in Section 3.01.


 


“Offering” means the initial public offering
and sale of 11,750,000 Common Units by Capital Maritime to the public.


 


“Offering Proceeds” has the meaning assigned to
such term in Recital C.2 of this Agreement.


 


“OLLC” has the meaning assigned to such term in
the first paragraph of this Agreement.


 


“Omnibus Agreement” means the Omnibus Agreement
dated of even date herewith, by and among Capital Maritime, GP LLC, the OLLC
and the MLP.


 


“Over-Allotment Proceeds” has the meaning
assigned to such term in Section 3.01.


 


“Partnership Agreement” means the First Amended
and Restated Agreement of Limited Partnership of the MLP, as it may be amended
from time to time.


 


“Partnership Group” has the meaning assigned to
such term in the Omnibus Agreement.


 


4

















 


“Party and Parties” have the meanings assigned
to such terms in the first paragraph of this Agreement.


 


“Purchase Agreement” means the Purchase
Agreement by and among Capital Maritime, the GP LLC, the MLP, the OLLC, the
Underwriters and the other parties thereto, dated as of •
, 2007.


 


“Registration Statement” means the registration
statement on Form F-1 (File No. [•]) filed by the MLP relating to the
Offering, as it may be amended.


 


 “Specific
Conveyances” has the meaning assigned to such term in Section 2.08.


 


“Subordinated Units” has the meaning assigned
to such term in the Partnership Agreement.


 


“Underwriters” has the meaning assigned to such
term in Recital C.6 of this Agreement.


 


“Vessel Owning Subsidiaries” has the meaning
assigned to such term in Recital C.1 of this Agreement.


 


“Vessels” has the meaning assigned to such term
in Section 4.01(d).


 


ARTICLE
II


 


Contribution
and Conveyance


 


Section 2.01. Sale by Capital Maritime of
Interest in Vessel Owning Subsidiaries. Capital Maritime hereby sells to
the MLP, subsequent to the execution of the Purchase Agreement, all of the
outstanding shares of capital stock in the Vessel Owning Subsidiaries as set
forth on Schedule A hereto.


 


Section 2.02. Issuance of New Units and
Incentive Distribution Rights and Payment of Cash Dividend. The MLP hereby
issues to Capital Maritime (a) 11,750,000 Common Units, representing a 56.0%
limited partner interest in the MLP, (b) 8,805,521 Subordinated Units,
representing a 42.0% limited partner interest in the MLP, (c) the Incentive
Distribution Rights, (d) $25 million in cash representing a cash dividend and
(e) the right to receive an additional dividend in the amount of $30 million,
payable in cash or a number of Common Units necessary to satisfy the
Underwriters' over-allotment option or a combination thereof as described in
Section 3.02, as consideration for the all of the outstanding shares of capital
stock of the Vessel Owning Subsidiaries.


 


Section 2.03. Conversion of Capital
Maritime’s Limited Partner Interest. The MLP hereby converts Capital
Maritime’s original 98% limited partner interest into one Subordinated Unit.


 


5

















 


Section 2.04. Conversion of GP LLC’s
General Partner Interest. The MLP hereby converts GP LLC’s original 2%
general partner interest into 419,500 General Partner Units.


 


Section 2.05. MLP Receipt of Capital Stock
of Vessel Owning Subsidiaries. As consideration for (a) 11,750,000 Common
Units, (b)  8,805,521 Subordinated Units,
(c) the Incentive Distribution Rights and (d) the $25 cash dividend, the MLP
hereby acknowledges receipt of the shares of outstanding capital stock of the
Vessel Owning Subsidiaries.


 


Section 2.06. Capital Maritime Receipt of
New Units, Incentive Distribution Rights and Cash Dividend. As
consideration for the shares of capital stock of the Vessel Owning
Subsidiaries, Capital Maritime hereby acknowledges receipt of (a) 11,750,000
Common Units, representing a 56.0% limited partner interest in the MLP, (b)
8,805,521 Subordinated Units, representing a 42.0% limited partner interest in
the MLP, (c) the Incentive Distribution Rights, (d) $25 million in cash
representing a cash dividend, and (e) the right to receive an additional
dividend in the amount of $30 million, payable in cash or a number of Common
Units necessary to satisfy the Underwriters' over-allotment option or a
combination thereof as described in Section 3.02.


 


Section 2.07. Transfer of Interests to
OLLC. The MLP hereby transfers all of the Interests to the OLLC, and the
OLLC hereby acknowledges receipt of such Interests.


 


Section 2.08. Transfer of Incentive
Distribution Rights to GP LLC. Capital Maritime hereby transfers the
Incentive Distribution Rights to GP LLC, and GP LLC hereby acknowledges receipt
of such Incentive Distribution Rights.


 


Section 2.09. Specific Conveyances. To
further evidence the sale of the Interests reflected in this Agreement, each
party making such sale may have executed and delivered to the party receiving
such Interest being sold certain conveyance, assignment and bill of sale
instruments (the “Specific Conveyances”). The Specific Conveyances shall
evidence and perfect such sale made by this Agreement and shall not constitute
a second conveyance of any assets or interests therein and shall be subject to
the terms of this Agreement.


 


ARTICLE
III


 


Additional
Transaction


 


Section 3.01. Exercise of the Over-Allotment Option.
In the event the Underwriters exercise their over-allotment option, the MLP
shall issue to Capital Maritime up to 1,762,500 additional common units which
Capital Maritime, through the Underwriters and pursuant to the Underwriting
Agreement, will sell to the public in one or more parts during the 30-day
period following the date of the pricing of the Offering in exchange for $[•]
million (the “Over-Allotment Proceeds”). Capital Maritime will use part
of the Over-Allotment Proceeds to (a) pay the underwriting discounts and
commissions of $[•] million and (b) pay other transaction expenses
incurred by Capital Maritime in connection with the exercise of the
over-allotment option (such remainder, in the aggregate,


 


6

















 


the “Net Over-Allotment Proceeds”). Capital Maritime will retain
the Net Over-Allotment Proceeds, if any, and use such proceeds to repay
indebtedness or for general corporate purposes.


 


Section 3.02. Dividend. Upon the
earlier of (i) the exercise in full of the Underwriters’ over-allotment option
and (ii) 30 days after the date of the Underwriting Agreement, the MLP shall
pay to Capital Maritime an additional cash dividend in an amount of either $30
million if the over-allotment option is not exercised or, if the over-allotment
option is exercised, a number of Common Units necessary to satisfy the
over-allotment option, provided that if the Net Over-Allotment Proceeds are
less than $30 million, the MLP shall also pay to Capital Maritime an amount in
cash equal to the difference between $30 million and the Net Over-Allotment
Proceeds.


 


ARTICLE
IV


 


Representations
and Warranties of Capital Maritime; Disclaimer


 


Section
4.01 Capital Maritime represents and warrants that:


 


(a)           Each
of the Vessel Owning Subsidiaries is a corporation duly incorporated, organized
and validly existing in good standing under the laws of The Republic of the
Marshall Islands and has all requisite power and authority to operate its
assets and conduct its business as described in the Registration Statement;


 


(b)           The
execution and delivery of this Agreement and all documents, instruments and
agreements required to be executed and delivered by it pursuant to this
Agreement, and the completion of the transactions contemplated by this
Agreement, have been duly authorized by all necessary action on its part, and
this Agreement has been duly executed and delivered by it and constitutes a
legal, valid and binding obligation of it enforceable in accordance with its
terms, except as may be limited by bankruptcy, insolvency, liquidation,
reorganization, reconstruction and other similar laws of general application
affecting the enforceability of remedies and rights of creditors and except
that equitable remedies such as specific performance and injunction are in the discretion
of a court;


 


(c)           The
execution, delivery and performance by it of this Agreement will not conflict
with or result in any violation of or constitute a breach of any of the terms
or provisions of, or result in the acceleration of any obligation under, or
constitute a default under any provision of: (i) its or any Vessel Owning
Subsidiary’s articles of incorporation or by-laws or other organizational
documents; (ii) any lien, encumbrance, security interest, pledge, mortgage, charge, other claim,
bond, indenture, agreement, contract, franchise license, permit or other
instrument or obligation to which it or any Vessel Owning Subsidiary is a party
or is subject or by which any of its or any Vessel Owning Subsidiary’s assets
or properties may be bound; (iii) any applicable Law; or (iv) any
charter or


 


7

















 


shipbuilding contract to which any Vessel Owning
Subsidiary is a party or any material provision of any material contract to
which it or any Vessel Owning Subsidiary is a party or by which its or any
Vessel Owning Subsidiary’s properties are bound;


 


(d)           Except
as have already been obtained, no consent, permit, approval or authorization
of, notice or declaration to or filing with any governmental authority or any
other person, including those related to any environmental laws or regulations,
is required in connection with the execution and delivery by it of this
Agreement or the consummation by it of the transactions contemplated hereunder,
and any consents required for the transfer or assignment of the charters and
shipbuilding contracts related to the vessels owned by the Vessel Owning
Subsidiaries set forth on Schedule A to this Agreement (collectively, the “Vessels”)
have been duly obtained;


 


(e)           All of the issued and outstanding shares of
capital stock of each Vessel Owning Subsidiary are duly authorized and validly
issued in accordance with the articles of incorporation and by-laws of such
Vessel Owning Subsidiary and are fully paid and nonassessable;


 


(f)            Capital
Maritime owns all of the outstanding shares of capital stock of each Vessel
Owning Subsidiary and has good and marketable title thereto, free and clear of
all liens, encumbrances,
security interests, pledges, mortgages, charges or other claims; each
Vessel Owning Subsidiary owns the Vessel set forth opposite its name on
Schedule A hereto with good and marketable title, free and clear of all liens, encumbrances, security interests, pledges,
mortgages, charges or other claims, other than those arising under the Bank
Credit Facility;


 


(g)           There is no agreement, contract, option, commitment
or other right or understanding in favor of, or held by, any person other than
the MLP to acquire any Vessel Owning Subsidiary or the assets of any Vessel
Owning Subsidiary, including the Vessels, that has not been waived;


 


(h)           Correct
and complete copies of the organizational documents of each Vessel Owning
Subsidiary (as amended to the date hereof) and each of the charters and
shipbuilding contracts to which each Vessel Owning Subsidiary is a party (as
amended to the date hereof) have been made available to the MLP;


 


(i)            Each
charter and shipbuilding contract is a valid and binding agreement of each
contracting Vessel Owning Subsidiary enforceable in accordance with its terms
and, to the best knowledge of Capital Maritime, of all other parties thereto
enforceable in accordance with its terms;


 


(j)            Each
Vessel Owning Subsidiary has fulfilled all material obligations required
pursuant to its respective charter and shipbuilding contract to have been
performed by it prior to the date hereof and has not waived any


 


8

















 


material rights thereunder; and no material default or
breach exists in respect thereof on its or any Vessel Owning Subsidiary’s part
or, to its knowledge, any of the other parties thereto and, to its knowledge,
no event has occurred which, after giving of notice or the lapse of time, or
both, would constitute such a material default or breach;


 


(k)           Except
for such liabilities, debts obligations, encumbrances, defects, restrictions or
claims of a general nature and magnitude that would arise in connection with
the operation of vessels of the same type as the Vessels in the ordinary course
of business, there are no liabilities, debts or obligations of, encumbrances,
defects or restrictions with respect to, or claims against any Vessel Owning
Subsidiary or any of the assets owned by any Vessel Owning Subsidiary,
including the Vessels, other than those arising under the Bank Credit Facility;
and


 


(l)            Each
Vessel is (i) adequate and suitable for use by the applicable Vessel Owning
Subsidiary in such Vessel Owning Subsidiary’s business as presently conducted
by it in all material respects as described in the Registration Statement,
ordinary wear and tear excepted; (ii) seaworthy in all material respects for
hull and machinery insurance warranty purposes and is 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; (v)
duly registered under the flag set forth opposite such Vessel’s name on
Schedule A hereto; and (vi) in compliance in all material respects with the
requirements of its present class and classification society; and all class
certificates of each Vessel are clean and valid and free of recommendations
affecting class.


 


Section 4.02           Disclaimer
of Warranties; Subrogation; Waiver of Bulk Sales Laws.
(a)  EXCEPT TO THE EXTENT PROVIDED IN
THIS AGREEMENT OR IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION
WITH THIS AGREEMENT OR THE OFFERING, INCLUDING, WITHOUT LIMITATION, THE OMNIBUS
AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE,
DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY
REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF
ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL
OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY OR
CONDITION OF THE ASSETS OWNED BY THE VESSEL OWNING SUBSDIARIES (INCLUDING THE
VESSELS), INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF SUCH
ASSETS GENERALLY, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR LACK OF HAZARDOUS
SUBSTANCES OR OTHER MATTERS ON SUCH ASSETS, (B) THE INCOME TO BE DERIVED
FROM SUCH ASSETS, (C) THE SUITABILITY OF SUCH ASSETS FOR ANY AND ALL
ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON OR THEREWITH, (D) THE
COMPLIANCE OF OR BY SUCH ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING
WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION,


 


9

















 


POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR
REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY,
PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF SUCH ASSETS. EXCEPT TO THE
EXTENT PROVIDED IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT EXECUTED OR
DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING INCLUDING, WITHOUT
LIMITATION, THE OMNIBUS AGREEMENT, EACH PARTY ACKNOWLEDGES AND AGREES THAT SUCH
PARTY HAS HAD THE OPPORTUNITY TO INSPECT THE RESPECTIVE ASSETS OF THE VESSEL
OWNING SUBSIDIARIES, AND SUCH PARTY IS RELYING SOLELY ON ITS OWN INVESTIGATION
OF THE RESPECTIVE ASSETS OF THE VESSEL OWNING SUBSIDIARIES AND NOT ON ANY
INFORMATION PROVIDED OR TO BE PROVIDED BY ANY OF THE OTHER PARTIES. EXCEPT TO
THE EXTENT PROVIDED IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT EXECUTED OR
DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING, INCLUDING, WITHOUT
LIMITATION, THE OMNIBUS AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN
ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION
PERTAINING TO THE ASSETS OF THE VESSEL OWNING SUBSIDIARIES FURNISHED BY ANY
AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THIS SECTION SHALL SURVIVE THE SALE
AND CONVEYANCE OF THE INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE
PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE
CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY
REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH
RESPECT TO THE INTERESTS AND THE ASSETS OF THE VESSEL OWNING SUBSIDIARIES THAT
MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT
AS SET FORTH IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED
IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING, INCLUDING, WITHOUT
LIMITATION, THE OMNIBUS AGREEMENT.


 


ARTICLE
V


 


Further
Assurances


 


Section 5.01. Further Assurances. From
time to time after the date hereof, and without any further consideration, the
Parties agree to execute, acknowledge and deliver all such additional deeds,
assignments, bills of sale, conveyances, instruments, notices, releases, acquaintances
and other documents, and will do all such other acts and things, all in
accordance with applicable Law, as may be necessary or appropriate
(a) more fully to assure that the applicable Parties own all of the
properties, rights, titles, interests, estates, remedies, powers and privileges
granted by this Agreement, or which are intended to be so granted,
(b) more fully and effectively to vest in the applicable Parties and their
respective successors and assigns beneficial and record


 


10

















 


title to the interests sold and conveyed by this Agreement or intended
so to be and (c) to more fully and effectively carry out the purposes and
intent of this Agreement.


 


Section 5.02. Power of Attorney. Each
Party that has conveyed any Interests (the “Conveyed Interests”)
pursuant to this Agreement (collectively, the “Conveying Parties”)
hereby constitutes and appoints GP LLC (the “Attorney-in-Fact”) its true
and lawful attorney-in-fact with full power of substitution for it and in its
name, place and stead or otherwise on behalf of the applicable Conveying Party
and its successors and assigns, and for the benefit of the Attorney-in-Fact to
demand and receive from time to time the Conveyed Interests sold and conveyed by
this Agreement (or intended so to be) and to execute in the name of the
applicable Conveying Party and its successors and assigns instruments of
conveyance, instruments of further assurance and to give receipts and releases
in respect of the same, and from time to time to institute and prosecute in the
name of the applicable Conveying Party for the benefit of the Attorney-in-Fact,
any and all proceedings at law, in equity or otherwise which the
Attorney-in-Fact may deem proper in order to (a) collect, assert or
enforce any claims, rights or titles of any kind in and to the Conveyed
Interests, (b) defend and compromise any and all actions, suits or
proceedings in respect of any of the Conveyed Interests, and (c) do any
and all such acts and things in furtherance of this Agreement as the
Attorney-in-Fact shall deem advisable. Each Conveying Party hereby declares
that the appointment hereby made and the powers hereby granted are coupled with
an interest and are and shall be irrevocable and perpetual and shall not be
terminated by any act of any Conveying Party or its successors or assigns or by
operation of law.


 


ARTICLE
VI


 


Miscellaneous


 


Section 6.01. Completion of Transactions.
The transactions provided for in Articles II and III of this Agreement shall be
completed on the dates specified in this Agreement and in the following
order:  (i) the transactions provided for
in Article II shall be completed concurrently and (ii) the transactions
provided for in Article III shall be completed in the order set forth therein.


 


Section 6.02. Survival of Representations
and Warranties. The representations and warranties of Capital Maritime in
this Agreement and in or under any documents, instruments and agreements
delivered pursuant to this Agreement, will survive the completion of the
transactions contemplated hereby regardless of any independent investigations
that the MLP may make or cause to be made, or knowledge it may have, prior to
the Effective Time and will continue in full force and effect for a period of
one year from the Effective Time. At the end of such period, such
representations and warranties will terminate, and no claim may be brought by
the MLP against Capital Maritime thereafter in respect of such representations
and warranties, except for claims that have been asserted by the MLP prior to
the Effective Time.


 


Section 6.03. Costs. Capital Maritime
shall pay any and all sales, use and similar taxes arising out of the sale,
conveyances and deliveries to be made hereunder,


 


11

















 


and shall pay all documentary, filing, recording, transfer, deed, and
conveyance taxes and fees required in connection therewith.


 


Section 6.04. Headings; References;
Interpretation. All Article and Section headings in this Agreement are for
convenience only and shall not be deemed to control or affect the meaning or
construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder”
and words of similar import, when used in this Agreement, shall refer to this
Agreement as a whole and not to any particular provision of this Agreement. All
references herein to Articles and Sections shall, unless the context requires a
different construction, be deemed to be references to the Articles and Sections
of this Agreement, respectively. All personal pronouns used in this Agreement,
whether used in the masculine, feminine or neuter gender, shall include all
other genders, and the singular shall include the plural and vice versa. The
use herein of the word “including” following any general statement, term or
matter shall not be construed to limit such statement, term or matter to the
specific items or matters set forth immediately following such word or to
similar items or matters, whether or not non-limiting language (such as “without
limitation,” “but not limited to,” or words of similar import) is used with
reference thereto, but rather shall be deemed to refer to all other items or
matters that could reasonably fall within the broadest possible scope of such
general statement, term or matter.


 


Section 6.05. Successors and Assigns. The
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and assigns.


 


Section 6.06. No Third Party Rights. The
provisions of this Agreement are intended to bind the Parties as to each other
and are not intended to and do not create rights in any other person or confer
upon any other person any benefits, rights or remedies and no person is or is
intended to be a third party beneficiary of any of the provisions of this
Agreement.


 


Section 6.07. Counterparts. This
Agreement may be executed in any number of counterparts, all of which together
shall constitute one agreement binding on the parties hereto.


 


Section 6.08. 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 Vessels are located, shall apply.


 


Section 6.09. 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


 


12

















 


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 6.10. Deed; Bill of Sale;
Assignment. To the extent required and permitted by applicable Law, this
Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the
Interests.


 


Section 6.11. Amendment or Modification.
This Agreement may be amended or modified from time to time only by the written
agreement of all the Parties hereto.


 


Section 6.12. Integration. This Agreement
and the instruments referenced herein supersede all previous understandings or
agreements among the Parties, whether oral or written, with respect to its
subject matter hereof. This Agreement and such instruments contain the entire
understanding of the Parties with respect to the subject matter hereof and
thereof. No understanding, representation, promise or agreement, whether oral
or written, is intended to be or shall be included in or form part of this
Agreement unless it is contained in a written amendment hereto executed by the
Parties hereto after the date of this Agreement.


 


13

















 


IN WITNESS WHEREOF, this Agreement has been duly
executed by the parties hereto as of the date first above written.


 


	
   

  	
   

  	
  CAPITAL MARITIME & TRADING CORP.,

  
	
   

  	
   

  	
  a Marshall Islands Corporation,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
   

  	
  CAPITAL GP L.L.C.,

  
	
   

  	
   

  	
  a Marshall Islands limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
   

  	
  CAPITAL PRODUCT PARTNERS L.P.,

  
	
   

  	
   

  	
  a Marshall Islands limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
   

  	
  CAPITAL OPERATING L.L.C.,

  
	
   

  	
   

  	
  a Marshall Islands limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


14

















 


SCHEDULE A


 


VESSEL OWNING SUBSIDIARIES, VESSELS AND CHARTERS


 


 


	
  Vessel Owning Subsidiary

  	
   

  	
  Vessel

  	
   

  	
  Jurisdiction of Registration

  	
   

  	
  Number of Shares

  being Sold

  
	
  Shipping Rider Co.

  	
   

  	
  Atlantas

  	
   

  	
  Marshall Islands and
  Isle of Man

  	
   

  	
  500

  
	
  Canvey Shipmanagement
  Co.

  	
   

  	
  Assos

  	
   

  	
  Liberia

  	
   

  	
  500

  
	
  Centurion Navigation
  Limited

  	
   

  	
  Aktoras

  	
   

  	
  Marshall Islands and
  Isle of Man

  	
   

  	
  500

  
	
  Polarwind Maritime S.A.

  	
   

  	
  Agisilaos

  	
   

  	
  Marshall Islands

  	
   

  	
  500

  
	
  Carnation Shipping
  Company

  	
   

  	
  Arionas

  	
   

  	
  Marshall Islands

  	
   

  	
  500

  
	
  Iraklitos Shipping
  Company

  	
   

  	
  Axios

  	
   

  	
  Liberia

  	
   

  	
  100

  
	
  Tempest Maritime Inc.

  	
   

  	
  Aiolos

  	
   

  	
  Marshall Islands and
  Isle of Man

  	
   

  	
  500

  
	
  Apollonas Shipping
  Company

  	
   

  	
  Avax

  	
   

  	
  Liberia

  	
   

  	
  500

  



 


15