UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 8, 2010
Commission File Number: 001-34104
NAVIOS MARITIME ACQUISITION CORPORATION
85 Akti Miaouli Street
Piraeus, Greece 185 38

(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
þ Form 20-F       o Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: o Yes            No þ
 
 

 


 

     On April 8, 2010, Navios Maritime Acquisition Corporation (“Navios Acquisition”), in connection with the transactions contemplated and described in the Navios Acquisition Preliminary Proxy dated April 8, 2010, entered into a Repurchase Plan (“Repurchase Plan”) with Navios Maritime Holdings Inc. (“Navios Holdings”), Amadeus Maritime S.A. (an affiliate of Angeliki Frangou)(“Amadeus”) and J.P. Morgan Securities Inc. (“J.P. Morgan”) whereby Navios Holdings and Angeliki Frangou have agreed to acquire through J.P. Morgan or a third party, $60.0 million of Navios Acquisition’s common stock in open market purchases or privately negotiated purchases. Of this amount, Navios Holdings has agreed to purchase up to $45.0 million, and an affiliate of Angeliki Frangou has agreed to purchase up to $15.0 million of common stock. Navios Holdings and Angeliki Frangou, or their respective affiliates, may make purchases in excess of such amounts. If at least $30.0 million is not spent by Navios Holdings in making such purchases, Navios Holdings will invest the difference in Navios Acquisition at $9.91 per share immediately before consummating the vessel acquisition. A copy of the Repurchase Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Any such purchases will be made in compliance with all applicable securities laws. The commitment described above is in substitution for a $30.0 million commitment made by Angeliki Frangou in connection with our initial public offering.
     In addition, on April 8, 2010, Navios Acquisition also entered into: (i) the Amended Co-Investment Shares Subscription Agreement by and between Navios Acquisition and Navios Holdings; and (ii) the Amendment to Buyback Agreement by and among Navios Acquisition, Amadeus, J.P. Morgan, Deutsche Bank Securities Inc. and Holdings. The originals of these agreements have been previously filed and described in Navios Acquisition’s public filings and these amendments, among other things, are intended to substitute Navios Holdings for certain of the parties under such agreements. Copies of each of the Amended Co-Investment Shares Subscription Agreement and the Amendment to Buyback Agreement, are attached hereto as Exhibits 10.2 and 10.3, respectively, and are incorporated herein by reference.
     With regard to the transactions and matters subject to the vote of the stockholders of Navios Acquisition as described in the Preliminary Proxy, the record date has changed from April 26, 2010 to April 30, 2010 and such new record dated will be reflected in the definitive proxy statement.

 


 

Signatures
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
 
NAVIOS MARITIME ACQUISITION CORPORATION
 
 
Date: April 12, 2010  By:   /s/ Angeliki Frangou  
    Angeliki Frangou
Chairman and Chief Executive Officer 
 
 

 


 

EXHIBIT INDEX
     
Exhibit No.   Exhibit
10.1   Repurchase Plan, dated April 8, 2010
 
10.2   Amended Co-Investment Shares Subscription Agreement, dated April 8, 2010
 
10.3   Amendment to Buyback Agreement, dated April 8, 2010

 

Exhibit 10.1
(JPMORGAN LOGO)
Repurchase Plan
     Repurchase Plan, dated April 8, 2010 (this “Repurchase Plan”), among Navios Maritime Holdings Inc., a Marshall Islands corporation (“Navios Maritime”), Amadeus Maritime S.A., a Panama corporation (“Amadeus” and, together with Navios Maritime, the “Purchasers”), Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “Issuer”), and J. P. Morgan Securities Inc. (“JPMSI”).
     WHEREAS, the Issuer has filed a preliminary proxy statement (the “Proxy Statement”) with the United States Securities and Exchange Commission (the “Commission”) relating to a special meeting of the Issuer’s stockholders (the “Stockholders Meeting”) the purpose of which is to approve, among other items, the acquisition of certain vessels (the “Acquisition”);
     WHEREAS, in connection with the Acquisition, the Purchasers desire to establish this Repurchase Plan to repurchase shares of the Issuer’s common stock, par value $0.0001 per share (the “Stock”); and
     WHEREAS, the Purchasers desires to engage JPMSI to effect repurchases of shares of Stock in accordance with this Repurchase Plan;
     NOW, THEREFORE, the Purchasers, the Issuer and JPMSI hereby agree as follows:
     1. (a) Subject to the Purchasers’ continued compliance with Section 2 hereof, JPMSI shall effect a purchase or purchases (each, a “Purchase”) of up to $60,000,000 of shares of the Stock (the “Total Plan Shares”) pursuant to instructions from time to time delivered by either of the Purchasers to JPMSI.

 


 

          (b) Purchases may be made in the open market or through privately negotiated transactions. Notwithstanding the foregoing, if the Purchasers intend to make open market purchases through any other broker other than JPMSI as provided in clause (c) of this Section 1, JPMSI will agree to suspend any open market Purchases pursuant to this Repurchase Plan until any purchases by such other broker have been completed.
          (c) The Purchasers acknowledge and agree that JPMSI will handle the Purchases on a “best efforts” basis. The Purchasers further acknowledge that they will use JPMSI as their exclusive broker in connection with the open market Purchases on any day, unless the Purchasers provide written notice to JPMSI at least one business days in advance. The Purchasers will notify JPMSI of the amount, price, manner and timing of any other purchases not executed by JPMSI pursuant to this Repurchase Plan promptly after execution; provided that such purchases, together with any Purchases made pursuant to this Repurchase Plan, shall not exceed the Total Plan Shares.
     2. The Purchasers shall pay to JPMSI such compensation for JPMSI’s services hereunder as the Purchasers may determine in their sole discretion. In accordance with JPMSI’s customary procedures, JPMSI will deposit shares of Stock purchased hereunder into an account established by JPMSI for the Purchasers against payment to JPMSI of the purchase price therefor. The Purchasers will be notified of all transactions pursuant to customary trade confirmations.
     3. (a) This Repurchase Plan shall become effective immediately and shall terminate upon the first to occur of the following (such period, the “Repurchase Period”):
               (1) the date on which the Stockholders Meeting occurs;
               (2) the purchase of the number of Total Plan Shares pursuant to this Repurchase Plan (including any shares of Stock purchased as contemplated by Section 1(c) above);
               (3) the end of the second business day following the date of receipt by JPMSI of notice of early termination, delivered by telecopy, transmitted to (917) 464-6789, Attention: Nurten Goksu Yolac, and confirmed by e-mail to Nurten Goksu Yolac at goksu.yolac@jpmorgan.com;

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               (4) the commencement of any voluntary or involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or similar law or seeking the appointment of a trustee, receiver or other similar official, or the taking of any corporate action by the Issuer to authorize or commence any of the foregoing;
               (5) the failure of the Purchasers to comply with Section 2 hereof;
               (6) the consummation of a Business Combination (as defined below); or
               (7) the Liquidation Date (as defined below).
          (b) Section 15 of this Repurchase Plan shall survive any termination hereof. In addition, the Purchasers’ obligation under Section 2 hereof in respect of any shares of Stock purchased prior to any termination hereof shall survive any termination hereof.
     4. The Purchasers understand that JPMSI may not be able to effect a Purchase due to a market disruption or a legal, regulatory or contractual restriction or internal policy applicable to JPMSI or otherwise. If any Purchase cannot be executed as required by Section 1 due to a market disruption, a legal, regulatory or contractual restriction or internal policy applicable to JPMSI or any other event, such Purchase shall be cancelled and shall not be effected pursuant to this Repurchase Plan.
     5. (i) Each of the Purchasers represent and warrant, on a joint and several basis, on the date hereof and on the date of any Purchase pursuant to this Repurchase Plan, that: (a) it is not aware of material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the Stock), (b) it is entering into this Repurchase Plan in good faith and not as part of a plan or scheme to evade the prohibitions of applicable securities laws, (c) its execution of this Repurchase Plan and the Purchases contemplated hereby do not and will not violate or conflict with such Purchaser’s certificate of incorporation or by-laws or, if applicable, any similar constituent document,

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or any law, rule regulation or agreement binding on or applicable to such Purchaser or any of its subsidiaries or any of its property or assets.
          (ii) The Issuer represents and warrants, on the date hereof and on the date of any Purchase pursuant to this Repurchase Plan, that: (a) it is not aware of material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the Stock), (b) it is entering into this Repurchase Plan in good faith and not as part of a plan or scheme to evade the prohibitions of applicable securities laws, (c) its execution of this Repurchase Plan and the Purchases contemplated hereby do not and will not violate or conflict with the Issuer’s certificate of incorporation or by-laws or, if applicable, any similar constituent document, or any law, rule regulation or agreement binding on or applicable to the Issuer or any of its subsidiaries or any of its of their property or assets, (d) its execution of this Repurchase Plan and the Purchases contemplated hereby do not and will not violate the tender offer rules set forth under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “Exchange Act”) and (e) the Proxy Statement (i) complies and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Exchange Act to the extent applicable and (ii) does not, and at the time of each Purchase pursuant to this Repurchase Plan, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
     6. The Purchasers and the Issuer agree that they shall notify JPMSI immediately in the event that any of the statements set forth in Section 5 above become inaccurate prior to the termination of this Repurchase Plan. Upon such notice, this Repurchase Plan shall be suspended, or at JPMSI’s option, terminated, upon receipt of such notice.
     7. This agreement constitutes the entire agreement between the Purchasers, the Issuer and JPMSI with respect to the subject matter hereof and supersedes (a) all prior oral or written proposals or agreements, (b) all contemporaneous oral proposals or agreements and (c) all previous negotiations and all other communications or

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understandings between the Purchasers, the Issuer, JPMSI and any other third party, in each case with respect to the subject matter hereof.
     8. Except as specifically contemplated hereby, each Purchaser and the Issuer shall be solely responsible for compliance with all statutes, rules and regulations applicable to such Purchaser and the Issuer, respectively, and the transactions contemplated hereby, including, without limitation, reporting and filing requirements.
     9. This Repurchase Plan shall be governed by and construed in accordance with the laws of the State of New York and may be modified or amended only by a writing signed by the parties hereto.
     10. To the extent required, the Purchasers and the Issuer represent and warrant, on a joint and several basis, that their respective boards of directors has authorized the transactions contemplated hereby and that the transactions contemplated hereby are consistent with the Purchasers’ and the Issuer’s publicly disclosed repurchase plan with respect to the Stock.
     11. The number of Total Plan Shares, other share amounts and prices, if applicable, set forth in section 1(a) shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any change in capitalization with respect to the Issuer that occurs during the term of this Repurchase Plan.
     12. The Purchasers agree that in connection with any vote of the stockholders of the Company on (i) a proposed amendment to the Issuer’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to extend the time period within which the Issuer must consummate a Business Combination (as defined in the Articles of Incorporation) to up to 36 months or (ii) a proposed Business Combination, it will vote any shares of Stock acquired pursuant to this Repurchase Plan in favor of such extension or Business Combination and will not exercise conversion rights (as described in the Articles of Incorporation) in respect of any such shares of Stock. The Purchasers

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further agree that in connection with a stockholder vote to approve a proposed Business Combination, they will vote any such shares of Stock in favor of an amendment to the Article of Incorporation providing for the Issuer’s perpetual existence following the consummation of the Business Combination.
     13. In the event that the Issuer fails to consummate a Business Combination within 24 months (or up to 36 months if the Issuer’s stockholders approve an extension pursuant to the terms of the article of Incorporation) after the date of the final prospectus included in the Registration statement on Form F-1 relating to the Issuer’s initial public offering (the “Registration Statement”), the Purchasers will take all reasonable actions within their power to (i) cause the Trust Account (as defined in the Articles of Incorporation) to be liquidated and the proceeds distributed to the holders of shares sold in the initial public offering as soon as reasonably practicable and (ii) cause the Issuer to liquidate as soon as reasonably practicable (the earliest date on which the conditions in clauses (i) and (ii) are both satisfied being the “Liquidation Date”), in each case in accordance with the terms of the Articles of Incorporation and all applicable laws.
     14. The Purchasers will not assign, alienate, pledge, attach, sell or otherwise transfer or encumber (each, a “transfer”), directly or indirectly, any shares of Stock acquired pursuant to this Repurchase Plan until 180 days following the date of the consummation of a Business Combination, except to a Permitted Transferee (as defined below). Any transfers of such shares to a Permitted Transferee will be made in accordance with applicable securities laws. Any transfer of such shares pursuant to this Section 13 after the date hereof will be subject to the condition that the Permitted Transferee has agreed in writing to be bound by the terms of Section 12 hereof. “Permitted Transferee” means any legal entity controlling, controlled by or under common control with, Navios Maritime or Angeliki Frangou.
     15. The Purchasers and the Issuer, jointly and severally, agree to indemnify and hold harmless JPMSI and its affiliates and their respective officers, directors employees and representatives against any and all losses, claims, damages or liabilities, including, without limitation, legal fees or other expenses, arising out of any action or

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proceeding relating to the Proxy Statement, the Acquisition, this Repurchase Plan or any Purchase, except to the extent that any such loss, claim, damage or liability is determined in a non-appealable determination of a court of competent jurisdiction to be solely the result of the indemnified person’s willful misconduct.
     16. The Purchasers and the Issuer together may amend or modify this Repurchase Plan only upon the prior written consent of JPMSI. Any such amendment or modification shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of any applicable securities laws.
     17. Except as otherwise provided herein, all notices to JMPSI under this Repurchase Plan shall be given to JPMSI by facsimile at (917) 464-6789 or by overnight courier at J.P. Morgan Securities Inc., 383 Madison Avenue, New York, NY 10179, Attn: Nurten Goksu Yolac.
     18. No party may assign its rights and obligations under this Repurchase Plan to any other party; provided , however , that JPMSI may assign its rights and obligations under this Repurchase Plan to any subsidiary of J.P. Morgan Chase & Co.
     19. This Repurchase Plan may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement.

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     IN WITNESS WHEREOF, the undersigned have signed this Repurchase Plan as of the date first written above.
         
  J. P. Morgan Securities Inc.
 
 
  By:   /s/ Nurten Goksu Yolac  
    Name:   Nurten Goksu Yolac  
    Title:   Executive Director   
 
         
  Navios Maritime Holdings Inc.
 
 
  By:   /s/ Angeliki Frangou    
    Name:   Angeliki Frangou   
    Title:   Chief Executive Officer   
 
         
  Amadeus Maritime S.A.
 
 
  By:   /s/ Angeliki Frangou    
    Name:   Angeliki Frangou   
    Title:   Attorney-in-Fact   
 
         
  Navios Maritime Acquisition Corporation
 
 
  By:   /s/ Angeliki Frangou    
    Name:   Angeliki Frangou   
    Title:   Chief Executive Officer   
 

 

Exhibit 10.2
AMENDMENT TO CO-INVESTMENT SHARE SUBSCRIPTION AGREEMENT
AND ASSUMPTION AGREEMENT
     This AMENDMENT TO CO-INVESTMENT SHARE SUBSCRIPTION AGREEMENT AND ASSUMPTION AGREEMENT (this “ Amendment ”), dated as of April 8, 2010, is made by and among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (“ Navios Acquisition ”), Amadeus Maritime S.A., a Panama corporation (“ Amadeus ”, and together with Navios Acquisition, the “ Original Parties ”) and Navios Maritime Holdings Inc., a Marshall Islands corporation (“ Navios Maritime ”), and amends the Co-Investment Share Subscription Agreement (the “ Agreement ”) entered into among the Original Parties on June 25, 2008. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.
W I T N E S S E T H :
     WHEREAS, the Agreement provides that the terms thereof may be amended only pursuant to a written instrument executed by each of the Original Parties thereto; and
     WHEREAS, the Parties desire to amend the Agreement and have Navios Maritime assume the obligations of Amadeus under the Agreement;
     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
     1.  Assumption of Obligations . Navios Maritime hereby agrees, to assume, perform, fulfill, pay, discharge when due and satisfy all of the obligations of Amadeus under the Agreement, and to be bound by the Agreement as if it were Amadeus, until the completion of the obligations set forth in such Agreement.
     2.  Amendment . The Agreement shall be amended as follows:
          (a) The following sentence shall be added to the end of Section 1(a) of the Agreement:
     “Any purchases of Common Stock made by the Purchaser in the open market or in private transactions in addition to its purchases of Aftermarket Shares pursuant to the terms of the Buyback Agreement will be credited as purchases towards the aggregate purchase price paid by the Purchaser for the Aftermarket Shares.”
          (b) All references to “Purchaser” in the Agreement shall refer to Navios Maritime.
     3.  Full Force and Effect . Except as modified by this Amendment, all other terms and conditions in the Agreement shall remain in full force and effect.
     4.  Effect . Unless the context otherwise requires, the Agreement, as amended, and this Amendment shall be read together and shall have effect as if the provisions of the Agreement, as amended, and this Amendment were contained in one agreement. After the effective date of this Amendment, all references in the Agreement to “this Agreement,” “hereto,” “hereof,” “hereunder” or words of like import referring to the Agreement shall mean the Agreement, as amended, as further modified by this Amendment.

 


 

     5.  Counterparts . This Amendment may be executed in separate counterparts, all of which taken together shall constitute a single instrument.
[ Remainder of page intentionally left blank. Signature page to follow .]

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year first above written.
         
ACCEPTED AND AGREED:    
 
       
NAVIOS MARITIME HOLDINGS INC.    
 
       
By:
  /s/ Angeliki Frangou    
 
 
 
   
Name:
  Angeliki Frangou    
Title:
  Chief Executive Officer    
 
       
ACCEPTED AND AGREED:    
 
       
AMADEUS MARITIME S.A.    
 
       
By:
  /s/ Angeliki Frangou    
 
 
 
   
Name:
  Angeliki Frangou    
Title:
  Attorney-in-Fact    
 
       
ACCEPTED AND AGREED:    
 
       
NAVIOS MARITIME ACQUISITION CORPORATION    
 
       
By:
  /s/ Angeliki Frangou    
 
 
 
   
Name:
  Angeliki Frangou    
Title:
  Chief Executive Officer    
[Signature Page — Amendment to Co-Investment Share Subscription Agreement and Assumption Agreement]

 

Exhibit 10.3
AMENDMENT TO BUYBACK AGREEMENT
AND ASSUMPTION AGREEMENT
     This AMENDMENT TO BUYBACK AGREEMENT AND ASSUMPTION AGREEMENT (this “ Amendment ”), dated as of April 8, 2010, is made by and among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (“ Navios Acquisition ”), Amadeus Maritime S.A., a Panama corporation (“ Amadeus ”), J.P. Morgan Securities Inc. (“ JPMorgan ”), Deutsche Bank Securities Inc. (“ Deutsche Bank ”, and together with Navios Acquisition, Amadeus and JPMorgan, the “ Original Parties ”) and Navios Maritime Holdings Inc., a Marshall Islands corporation (“ Navios Maritime ”), and amends the Buyback Agreement (the “ Agreement ”) entered into among the Original Parties on June 25, 2008. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.
WITNESSETH:
     WHEREAS, the Agreement provides that the terms thereof may be amended only pursuant to a written instrument executed by the Original Parties; and
     WHEREAS, the Parties desire to amend the Agreement and have Navios Maritime assume the obligations of Amadeus under the Agreement;
     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
     1.  Assumption of Obligations . Navios Maritime hereby agrees, to assume, perform, fulfill, pay, discharge when due and satisfy all of the obligations of Amadeus under the Agreement, and to be bound by the Agreement as if it were Amadeus, until the completion of the obligations set forth in such Agreement.
     2.  Amendment . The Agreement is hereby amended by deleting the second paragraph in its entirety and replacing it with the following paragraph:
     “Navios Maritime agrees to purchase, either in open market purchases or privately negotiated transactions, up to $45,000,000 of shares of Common Stock (the “Aftermarket Shares”) during the period commencing two business days after the Company files a preliminary proxy statement relating to its Business Combination (as defined in the Company’s Amended and Restated Articles of Incorporation in effect on the date hereof (the “Articles of Incorporation”)) and ending on the date for the shareholder meeting at which such Business Combination is to be approved.”
     3.  Full Force and Effect . Except as modified by this Amendment, all other terms and conditions in the Agreement shall remain in full force and effect.
     4.  Effect . Unless the context otherwise requires, the Agreement, as amended, and this Amendment shall be read together and shall have effect as if the provisions of the Agreement, as amended, and this Amendment were contained in one agreement. After the effective date of this Amendment, all references in the Agreement to “this Agreement,” “hereto,” “hereof,” “hereunder” or words of like import referring to the Agreement shall mean the Agreement, as amended, as further modified by this Amendment.

 


 

     5.  Counterparts . This Amendment may be executed in separate counterparts, all of which taken together shall constitute a single instrument.
[ Remainder of page intentionally left blank. Signature page to follow .]

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year first above written.
         
ACCEPTED AND AGREED:    
 
       
NAVIOS MARITIME HOLDINGS INC.    
 
       
By:
  /s/ Angeliki Frangou    
 
       
Name:
  Angeliki Frangou    
Title:
  Chief Executive Officer    
 
       
ACCEPTED AND AGREED:    
 
       
AMADEUS MARITIME S.A.    
 
       
By:
  /s/ Angeliki Frangou    
 
       
Name:
  Angeliki Frangou    
Title:
  Attorney-in-Fact    
 
       
ACCEPTED AND AGREED:    
 
       
NAVIOS MARITIME ACQUISITION CORPORATION    
 
       
By:
  /s/ Angeliki Frangou    
 
       
Name:
  Angeliki Frangou    
Title:
  Chief Executive Officer    
 
       
ACCEPTED AND AGREED:    
 
       
DEUTSCHE BANK SECURITIES INC.    
 
       
By:
  /s/ Craig Feuhrer    
 
       
Name:
  Craig Feuhrer    
Title:
  Managing Director    
 
       
ACCEPTED AND AGREED:    
 
       
J.P. MORGAN SECURITIES INC.    
 
       
By:
  /s/ Nurten Goksu Yolac    
 
       
Name:
  Nurten Goksu Yolac    
Title:
  Executive Director    
[Signature Page — Amendment to Buyback Agreement and Assumption Agreement]

 


 

ACCEPTED AND AGREED:
DEUTSCHE BANK SECURITIES INC.
         
By:
Name:
  /s/ Andrew Dubuque
 
Andrew Dubuque
   
Title:
  Director    
[Signature Page — Amendment to Buyback Agreement and Assumption Agreement]