Exhibit
4.11




EXECUTION
COPY





SHARE
PURCHASE AGREEMENT
    Dated 24
September, 2007
    between
    CAPITAL
MARITIME & TRADING CORP.
    and
    CAPITAL
PRODUCT PARTNERS L.P.
 
 
  
  TABLE OF CONTENTS
  Page
 
 ARTICLE I
                
                InterpretationSECTION 1.01
              Definitions
              1ARTICLE II
                
                Purchase and Sale of Shares;
  ClosingSECTION 2.01
              Purchase and Sale of Shares
              3SECTION 2.02
              Closing
              3SECTION 2.03
              Place of Closing
              4SECTION 2.04
              Purchase Price for Shares
              4SECTION 2.05
              Payment of the Purchase Price
              4ARTICLE III
                
                Representations and Warranties of the
      BuyerSECTION 3.01
              Organization and Limited Partnership
      Authority
              4SECTION 3.02
              Agreement Not in Breach of Other
      Instruments
              4SECTION 3.03
              No Legal Bar
              4ARTICLE IV
                
                Representations and Warranties of the
      SellerSECTION 4.01
              Organization and Corporate
    Authority
              5SECTION 4.02
              Agreement Not in Breach
              5SECTION 4.03
              No Legal Bar
              5SECTION 4.04
              Good and Marketable Title to
    Shares
              5SECTION 4.05
              Right to Enter Agreement
              5ARTICLE V
                
                Representations and Warranties of  the Seller
      Regarding the Vessel Owning SubsidiarySECTION 5.01
              Organization Good Standing and
      Authority
              6SECTION 5.02
              Capitalization
              6SECTION 5.03
              Organizational Documents
              6SECTION 5.04
              Agreement Not in Breach
              6SECTION 5.05
              Litigation
              6SECTION 5.06
              Indebtedness to and from Officers,
      etc
              7SECTION 5.07
              Personnel
              7SECTION 5.08
              Contracts and Agreements
              7SECTION 5.09
              Compliance with Law
              7SECTION 5.10
              No Undisclosed Liabilities
              8
    
   SECTION 5.11
              Disclosure of Information
              8SECTION 5.12
              Payment of Taxes
              8SECTION 5.13
              Permits
              8SECTION 5.14
              No Material Adverse Change in
      Business
              9ARTICLE VI
                
                Representations and Warranties of the Seller regarding
      the VesselSECTION 6.01
              Title to Vessel
              9SECTION 6.02
              No Encumbrances
              9SECTION 6.03
              Condition
              9ARTICLE VII
                
                Amendments and WaiversSECTION 7.01
              Amendments and Waivers
              9ARTICLE VIII
                
                IndemnificationSECTION 8.01
              Indemnity by the Seller
              10SECTION 8.02
              Indemnity by the Buyer
              10ARTICLE IX
                
                MiscellaneousSECTION 9.01
              Governing Law
              10SECTION 9.02
              Counterparts
              11SECTION 9.03
              Complete Agreement
              11SECTION 9.04
              Interpretation
              11SECTION 9.05
              Severability
              11SECTION 9.06
              Third Party Rights
              11SECTION 9.07
              Notices
              11SECTION 9.08
              Representations and Warranties to
      Survive
              12




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  SHARE PURCHASE AGREEMENT (the “Agreement”), dated as
of September 24, 2007, 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 and
recently formed by the Seller.
  RECITAL
  WHEREAS, the Buyer wishes to purchase
from the Seller, and the Seller wishes to sell to the Buyer, the five hundred
(500) shares of common stock (the “Shares”) representing
all of the issued and outstanding shares of common stock of Ross Shipmanagement
Co.,  a corporation organized under the laws of the Republic of the
Marshall Islands (the “Vessel Owning
Subsidiary”).
  WHEREAS, the Vessel Owning Subsidiary
is the registered owner of the Liberian flagged motor tanker “Attikos” (the
“Vessel”).
  WHEREAS, the Vessel is subject to a
time charter  party agreement (type SHELLTIME 4) dated May 31, 2007
and entered into between the Vessel Owning Subsidiary and Trafigura Beheer BV,
Amsterdam (the “Charterer”) for a
period of  26  to 28 months from July 12, 2007, the date on
which the  Vessel was delivered to the Charterer (the “Charter”).
  WHEREAS, contemporaneously with the
execution of this Agreement, the Buyer and Capital Ship Management Corp. (“CSM”) will execute an
amendment to the Management Agreement dated as of April 3, 2007 and entered into
between the Buyer and CSM (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;
  “Applicable Law” in
respect of any Person, property, transaction or event, means all laws, statutes,
ordinances, regulations, municipal by-laws, treaties, judgments
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  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;
  “Business Day” means
any day other than a Saturday, Sunday or any statutory holiday on which banks in
London, Greece and New York are required to close;
  “Buyer” has the
meaning given to it in the preamble;
  “Buyer Indemnitees”
has the meaning given to it in Section 10.01;
  “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;
  “Contracts” has the
meaning given to it in Section 5.08;
  “Credit Facility”
means the US$370 million credit facility agreement dated March 22, 2007 between
the Buyer and HSH Nordbank AG;
  “Daily Charter Rate”
means, with respect to the Vessel, the daily charter rate provided in the
Charter in the amount of US Dollars 13,850;
  “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;
  “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;
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  “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;
  “Parties” means all
parties to this Agreement and “Party” means any one
of them;
  “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 2.03;
  “Seller” has the
meaning given to it in the preamble;
  “Seller Indemnities”
has the meaning given to it in Section 10.02;
  “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.
  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 (the “Closing
Date”).  The sale and transfer of the Shares is hereinafter
referred to as “Closing.”
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  SECTION
2.03Place of
Closing.  The Closing shall take place at the premises of
Capital Ship Management Corp. at 3 Iassonos street, Piraeus,
Greece.
  SECTION 2.04Purchase 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
23,000,000 for the Shares (the “Purchase
Price”).
  SECTION 2.05Payment of the Purchase
Price.  The Purchase Price 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 3.01Organization 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 3.02Agreement 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 3.03No 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.
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  ARTICLE
IV
  Representations
and Warranties of the Seller
  The Seller represents and warrants to
the Buyer that as of the date hereof:
  SECTION
4.01Organization 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
4.02Agreement 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
4.03No
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
4.04Good 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.
  SECTION
4.05Right to Enter
Agreement.  The Seller has the full right, power and authority
to enter into this Agreement and to transfer, convey and sell to the Buyer as of
the date hereof the Shares and upon consummation of the purchase contemplated
hereby, the Buyer will acquire from the Seller good and marketable title to the
Shares, free and clear of all covenants, conditions, restrictions, voting trust
arrangements, liens, charges, encumbrances, options and adverse claims or rights
whatsoever.
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  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 the Marshall Islands.  The Vessel Owning Subsidiaries 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
5.02Capitalization.  The
Shares consist of the 500 shares of common 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 capital stock of the Vessel Owning
Subsidiary.  There are not outstanding (i) any options, warrants
or other rights to purchase from the Vessel Owning Subsidiary any capital stock
of the Vessel Owning Subsidiary, (ii) any securities convertible into or
exchangeable for shares of such capital stock or (iii) any other
commitments of any kind for the issuance of additional shares of capital stock
or options, warrants or other securities of the Vessel Owning
Subsidiary.
  SECTION
5.03Organizational
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
5.04Agreement Not in
Breach.  Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will violate, or
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
5.05Litigation.
  (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;
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  (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 5.06Indebtedness 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 any 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 5.07Personnel.  The
Vessel Owning Subsidiary has no employees.
  SECTION
5.08  Contracts
and Agreements.  Other than the Charter and the Amendment to
the Management Agreement (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; and
  (c).           There
has not occurred any material default under any of the Contracts, 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 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 5.09Compliance 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.
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  SECTION 5.10No 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).
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
8.01(c) of this Agreement.
  SECTION 5.11Disclosure 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
5.12Payment 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, 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.
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  SECTION 5.14No Material Adverse Change
in Business.  Since July 12, 2007, 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
6.01Title 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 6.02No
Encumbrances.  The Vessel Owning Subsidiary and the Vessel are
free of all Encumbrances other than the Encumbrances arising under the Charter
or the Credit Facility.
  SECTION 6.03Condition.  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
  Amendments
and Waivers
  SECTION
7.01Amendments 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.
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  ARTICLE
VIII
  Indemnification
  SECTION
8.01Indemnity 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
  (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
8.02Indemnity 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.
  ARTICLE
IX
  Miscellaneous
  SECTION
9.01Governing
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.
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  SECTION 9.02Counterparts.  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 9.03Complete
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.
  SECTION 9.04Interpretation.  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 9.05Severability.  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 9.06Third 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 9.07Notices.  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:     Evangelos
M. Marinakis
 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:     Ioannis
E. Lazaridis
 Facsimile:     +30
210 428 4285
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 Table of Contents
  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 9.08Representations 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.
  
 
  12
  
 IN WITNESS WHEREOF, each of the parties
hereto has caused this Agreement to be signed as of the date first above
written.
  CAPITAL
      MARITIME & TRADING CORP.By:Name: 
      Evangelos M. MarinakisTitle:   
      President and Chief Executive Officer
  CAPITAL
      PRODUCT PARTNERS L.P.
                      By:
      Capital GP L.L.C., its general partnerBy:Name: 
      Ioannis E. LazaridisTitle:   
      Chief Executive Officer and Chief
                    Financial
      Officer of Capital GP, L.L.C.
        13