Exhibit 10.2

FORM OF

OMNIBUS AGREEMENT

AMONG

NAVIOS MARITIME ACQUISITION CORPORATION

NAVIOS MARITIME HOLDINGS INC.

NAVIOS MARITIME PARTNERS L.P.

NAVIOS MARITIME MIDSTREAM PARTNERS L.P.

NAVIOS MARITIME MIDSTREAM PARTNERS GP LLC

AND

NAVIOS MARITIME MIDSTREAM OPERATING LLC

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

ARTICLE II

VESSEL

RESTRICTED BUSINESS OPPORTUNITIES

ARTICLE III

NON-RESTRICTED VESSEL

RESTRICTED BUSINESS OPPORTUNITIES

ARTICLE IV

BUSINESS OPPORTUNITIES PROCEDURES

ARTICLE V

RIGHTS OF FIRST OFFER

ARTICLE VI

INDEMNIFICATION

i

ARTICLE VII

MISCELLANEOUS

ii

FORM OF OMNIBUS AGREEMENT

THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (“ Navios Maritime Acquisition ”), Navios Maritime Holdings Inc., a Marshall Islands corporation (“ Navios Maritime Holdings ”), Navios Maritime Partners L.P., a Marshall Islands limited partnership (“ Navios Maritime Partners ”), Navios Maritime Midstream Partners L.P., a Marshall Islands limited partnership (“ Navios Maritime Midstream ”), Navios Maritime Midstream Partners GP LLC, a Marshall Islands limited liability company (including any permitted successors and assigns under the Navios Maritime Midstream Agreement (as defined herein), the “ General Partner ”), and Navios Maritime Midstream Operating LLC, a Marshall Islands limited liability company (“ Navios Maritime Operating ”).

R E C I T A L S:

1. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles II and IV, with respect to (a) those business opportunities that the Navios Maritime Entities (as defined herein) will not pursue during the term of this Agreement, unless permitted to do so in accordance with the terms of this Agreement and (b) the procedures whereby such business opportunities are to be offered to the Partnership Group (as defined herein).

2. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles III and IV, with respect to (a) those business opportunities that the Partnership Group will not pursue during the term of this Agreement, unless permitted to do so in accordance with the terms of this Agreement and (b) the procedures whereby such business opportunities are to be offered to Navios Maritime Acquisition.

3. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article V, with respect to certain rights of first offer.

4. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article VI, with respect to certain indemnification obligations of Navios Maritime Acquisition.

In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions . As used in this Agreement, the following terms shall have the respective meanings set forth below:

“ Acquiring Party ” has the meaning given such term in Section 4.1(a).

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “ control ” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

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“ Agreement ” means this Omnibus Agreement, as it may be amended, modified, or supplemented from time to time in accordance with Section 7.6 hereof.

“ Board ” means the Board of Directors of Navios Maritime Midstream.

“ Break-up Costs ” means the aggregate amount of any and all additional taxes, flag administration, financing, legal and other similar costs to (a) the Navios Maritime Entities that would be required to transfer Vessels acquired by the Navios Maritime Entities as part of a larger transaction to a Partnership Group Member pursuant to Section 2.2(c), or (b) the Partnership Group that would be required to transfer Non-Restricted Vessel Assets acquired by the Partnership Group as part of a larger transaction to a Navios Maritime Entity pursuant to Section 3.2(a).

“ Change of Control ” means, with respect to any Person (the “ Applicable Person ”), any of the following events: (a) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Applicable Person’s assets to any other Person (except to Angeliki Frangou, or any Navios Maritime Entity, or Navios Maritime Acquisition or any entity controlled by Navios Maritime Acquisition, or Navios Maritime Partners or any entity controlled by Navios Maritime Partners, or any subsidiary of Navios Maritime Midstream), unless immediately following such sale, lease, exchange or other transfer such assets are owned, directly or indirectly, by the Applicable Person; (b) the consolidation or merger of the Applicable Person with or into another Person pursuant to a transaction in which the outstanding Voting Securities of the Applicable Person are changed into or exchanged for cash, securities or other property, other than any such transaction where (i) the outstanding Voting Securities of the Applicable Person are changed into or exchanged for Voting Securities of the surviving Person or its parent and (ii) the holders of the Voting Securities of the Applicable Person immediately prior to such transaction own, directly or indirectly, not less than a majority of the outstanding Voting Securities of the surviving Person or its parent immediately after such transaction; and (c) a “ person ” or “ group ” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act), other than (A) Navios Maritime Acquisition or its Affiliates or any Navios Maritime Entity (including Angeliki Frangou) or Navios Maritime Midstream or Navios Maritime Partners and its affiliates or any entity created by any Navios Maritime Entity (B) Angeliki Frangou, being or becoming the “ beneficial owner ” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then outstanding Voting Securities of the Applicable Person, except in a merger or consolidation which would not constitute a Change of Control under clause (b) above.

“ Charter-Out Opportunity ” means the opportunity to enter into a charter-out contract with a duration, excluding any extension options, of at least five years, for a Vessel.

“ Closing Date ” means the date of the closing of the initial public offering of common units representing limited partner interests in Navios Maritime Midstream.

“ Conflicts Committee ” means the Conflicts Committee of the Board of Directors of Navios Maritime Midstream.

“ Contribution Assets ” has the meaning given such term in Section 6.1.

“ Control ” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“ Covered Environmental Losses ” means all Losses suffered or incurred by the Partnership Group by reason of, arising out of or resulting from:

(i) any violation or correction of violation of Environmental Laws; or

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(ii) any event or condition relating to environmental or human health and safety matters, in each case, associated with the ownership or operation by the Navios Maritime Entities of the Contribution Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Contribution Assets or the disposal or release of, or exposure to, Hazardous Substances generated by or otherwise related to operation of the Contribution Assets), including, without limitation, (a) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation or other corrective action required or necessary under Environmental Laws, (b) the cost or expense of the preparation and implementation of any closure, remedial, corrective action or other plans required or necessary under Environmental Laws and (c) the cost and expense for any environmental or toxic tort (including, without limitation, personal injury or property damage claims) pre-trial, trial or appellate legal or litigation support work;

but only to the extent that such violation complained of under clause (i), or such events or conditions included in clause (ii), occurred before the Closing Date; and, provided that, in no event shall Losses to the extent arising from a change in any Environmental Law after the Closing Date be deemed “Covered Environmental Losses.”

“ Environmental Laws ” means all international, federal, state, foreign and local laws, statutes, rules, regulations, treaties, conventions, orders, judgments and ordinances relating to protection of natural resources, health and safety and the environment, each in effect and as amended through the Closing Date.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ First Offer Negotiation Period ” has the meaning given such term in Section 5.2.

“ General Partner ” is defined in the introduction to this Agreement.

“ Hazardous Substances ” means (a) substances defined in or regulated under applicable Environmental Laws; (b) petroleum and petroleum products, including crude oil and any fractions thereof; (c) natural gas, synthetic gas and any mixtures thereof; (d) any substances with respect to which a federal, state, foreign or local agency requires environmental investigation, monitoring, reporting or remediation; (e) any hazardous waste or solid waste, within the meaning of any Environmental Law; (f) any solid, hazardous, dangerous or toxic chemical, material, waste or substance, within the meaning of and regulated by any Environmental Law; (g) any radioactive material; and (h) any asbestos-containing materials.

“ Losses ” means losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorneys’ and experts’ fees) of any and every kind or character; provided, however, that such term shall not include any special, indirect, incidental or consequential damages.

“ Navios Maritime Acquisition ” is defined in the introduction to this Agreement.

“ Navios Maritime Entities ” means Navios Maritime Holdings and any Person controlled, directly or indirectly, by Navios Maritime Holdings, Navios Maritime Acquisition and Navios Maritime Partners, other than the Partnership Entities.

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“ Navios Maritime Holdings ” is defined in the introduction to this Agreement.

“ Navios Maritime Midstream ” is defined in the introduction to this Agreement.

“ Navios Maritime Midstream Agreement ” means the First Amended and Restated Agreement of Limited Partnership of Navios Maritime Midstream, dated as of the Closing Date, as such agreement is in effect on the Closing Date, to which reference is hereby made for all purposes of this Agreement. No amendment or modification to the Navios Maritime Midstream Agreement subsequent to the Closing Date shall be given effect for purposes of this Agreement unless consented to by each of the Parties to this Agreement.

“ Navios Maritime Operating ” is defined in the introduction to this Agreement.

“ Navios Maritime Partners ” is defined in the introduction to this Agreement.

“ Non-Restricted Vessels ” means any vessel other than a Vessel Asset.

“ Non-Restricted Vessel Asset ” means any Non-Restricted Vessel and its related charter.

“ Offer ” has the meaning given such term in Section 4.1.

“ Offered Assets ” has the meaning given such term in Section 4.1.

“ Offeree ” has the meaning given such term in Section 4.1.

“ Offer Period ” has the meaning given such term in Section 4.1(b).

“ Parties ” means the parties to this Agreement and their successors and permitted assigns.

“ Partnership Entities ” means the General Partner, Navios Maritime Midstream, Navios Maritime Operating and any Person controlled by any such entity.

“ Partnership Group ” means Navios Maritime Midstream, Navios Maritime Operating and any Person controlled by any such entity.

“ Partnership Group Member ” means any Person in the Partnership Group.

“ Person ” means an individual, corporation, partnership, joint venture, trust, limited liability company, unincorporated organization or any other entity.

“ Potential Transferee ” has the meaning given such term in Section 5.2.

“ Qualifying Contract ” means a time or bareboat charter-out with a remaining duration, excluding any extension options, of at least five years.

“ Re-Charter ” means the charter of a Vessel pursuant to a Qualifying Contract in the event that its existing charter expires or is terminated early.

“ Sale Assets ” has the meaning given such term in Section 5.2.

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“ Transfer ” means any transfer, assignment, sale or other disposition of any Vessel by a Navios Maritime Entity or of any Non-Restricted Vessel by a Partnership Group Member; provided, however, that such term shall not include: (a) transfers, assignments, sales or other dispositions from a Navios Maritime Entity to another Navios Maritime Entity, or from a Partnership Group Member to another Partnership Group Member; (b) transfers, assignments, sales or other dispositions pursuant to the terms of any related charter or other agreement with a charter party; (c) transfers, assignments, sales or other dispositions pursuant to Article II or III of this Agreement; (d) grants of security interests in or mortgages or liens on such Vessel or Non-Restricted Vessel Assets in favor of a bona fide third party lender; or (e) the merger by Navios Maritime Acquisition or Navios Maritime Midstream with or into, or sale of substantially all of the assets by Navios Maritime Acquisition or Navios Maritime Midstream to, an unaffiliated third party.

“ Transfer Notice ” has the meaning given such term in Section 5.2.

“ Transferring Party ” has the meaning given such term in Section 5.2.

“ Vessel ” means any very large crude carrier, crude oil tanker, refined petroleum product tanker or chemical tanker or liquefied petroleum gas tankers.

“ Vessel Asset ” means any owned Vessel subject to a Qualifying Contract.

“ Voting Securities ” means securities of any class of Person entitling the holders thereof to vote in the election of members of the board of directors or other similar governing body of the Person.

ARTICLE II

VESSEL

RESTRICTED BUSINESS OPPORTUNITIES

SECTION 2.1. Vessel Restricted Businesses . Subject to Section 7.5 and except as permitted by Section 2.2, each of the Navios Maritime Entities shall be prohibited from acquiring or owning any Vessel subject to a Qualifying Contract.

SECTION 2.2. Permitted Exceptions . Notwithstanding any provision of Section 2.1 to the contrary, the Navios Maritime Entities may engage in the following:

(a) acquiring or owning a Vessel that is not subject to a Qualifying Contract;

(b) acquiring a Vessel Asset if the Navios Maritime Entity offers to sell to Navios Maritime Midstream such Vessel Asset for fair market value;

(c) putting a Vessel owned by any Navios Maritime Entity under a Qualifying Contract if the Navios Maritime Entity offers to sell to Navios Maritime Midstream such Vessel for its fair market value at the time it is made subject to a Qualifying Contract and, in each case, at each renewal or extension of that Qualifying Contract for a period of five or more years, in accordance with the procedures set forth in Section 4.1;

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(d) acquiring a Vessel Asset that is subject to a Qualifying Contract as part of the acquisition of a controlling interest in a business or package of assets; provided, however, that:

(i) if less than a majority of the value of the total assets or business acquired is attributable to Vessel Assets, as determined in good faith by the board of directors of Navios Maritime Acquisition, then the Navios Maritime Entity must offer to sell to Navios Maritime Midstream such Vessel Assets for fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.1.

(ii) if a majority or more of the value of the total assets or business acquired is attributable to those Vessel Assets, as determined in good faith by the board of directors of Navios Maritime Acquisition; Navios Maritime Acquisition shall notify Navios Maritime Midstream in writing, of the proposed acquisition. Navios Maritime Midstream shall, not later than the 15th calendar day following receipt of such notice, notify Navios Maritime Acquisition if Navios Maritime Midstream will acquire any Vessel Asset forming part of the business or package of assets. If Navios Maritime Midstream does not notify Navios Maritime Acquisition of its intent to pursue the acquisition within 15 calendar days, Navios Maritime Acquisition may proceed with the acquisition as provided in subsection (i) above.

(e) acquiring a non-controlling interest in any company, business or pool of assets;

(f) acquiring or owning a Vessel Asset if Navios Maritime Midstream does not fulfill its obligations under any written agreement between Navios Maritime Acquisition and Navios Maritime Midstream requiring Navios Maritime Midstream to purchase such Vessel Asset;

(g) acquiring or owning a Vessel Asset that is subject to an offer to sell to Navios Maritime Midstream by a Navios Maritime Entity, as described in Section 2.2(b) and (c), in each case pending Navios Maritime Midstream’s determination pursuant to Section 4.1 whether to purchase the Vessel Asset (and, if Navios Maritime Midstream determines to purchase such Vessel Asset, pending the closing of such purchase);

(h) providing ship management services relating to any vessel whatsoever; or

(i) acquiring or owning a Vessel Asset that is subject to a Qualifying Contract if Navios Maritime Midstream has previously advised Navios Maritime Acquisition that it consents to such acquisition or ownership.

SECTION 2.3. Charter Opportunities . Notwithstanding anything to the contrary herein, Navios Maritime Acquisition shall not be prohibited from operating a chartered-in Vessel; provided, however, that if Navios Maritime Acquisition is presented with a Charter-Out Opportunity with respect to such Vessel and Navios Maritime Midstream has a Vessel that is (i) then available for charter-out, (ii) comparable to the Navios Maritime Acquisition chartered-in vessel also then available for charter and (iii) acceptable to the customer, Navios Maritime Midstream shall have the first right to accept any Charter-Out Opportunity.

ARTICLE III

NON-RESTRICTED VESSEL

RESTRICTED BUSINESS OPPORTUNITIES

SECTION 3.1. Non-Restricted Vessel Restricted Businesses . Subject to Section 7.5 and except as permitted by Section 3.2, each Partnership Group Member shall be prohibited from acquiring, owning, operating or chartering-in any Non-Restricted Vessel.

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SECTION 3.2. Permitted Exceptions . Notwithstanding any provision of Section 3.1 to the contrary, the Partnership Group Members may engage in the following activities under any of the following circumstances:

(a) acquiring any Non-Restricted Vessel Asset as part of the acquisition of a controlling interest in a business or package of assets and owning and operating or chartering those vessels, provided, however, that:

(i) if less than a majority of the value of the total assets or business acquired is attributable to any Non-Restricted Vessel Asset, as determined in good faith by Navios Maritime Midstream, Navios Maritime Midstream must offer to sell such Non-Restricted Vessel Asset and related charters to the Navios Maritime Entities for their fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.1.

(ii) if a majority or more of the value of the total assets or business acquired is attributable to any Non-Restricted Vessel Asset, as determined in good faith by Navios Maritime Midstream; Navios Maritime Midstream shall notify Navios Maritime Acquisition in writing of the proposed acquisition. Navios Maritime Acquisition shall, not later than the 15th calendar day following receipt of such notice, notify Navios Maritime Midstream if any Navios Maritime Entity wishes to acquire the Non-Restricted Vessel Asset forming part of the business or package of assets. If Navios Maritime Acquisition does not notify Navios Maritime Midstream of its intent to pursue the acquisition within 15 calendar days, Navios Maritime Midstream may proceed with the acquisition.

(b) owning, operating or chartering any Non-Restricted Vessel Asset that is subject to an offer to purchase by Navios Maritime Acquisition as described in Section 3.2(a) pending the applicable offer of any such Non-Restricted Vessel Asset to Navios Maritime Acquisition and Navios Maritime Acquisition’s determination pursuant to Section 4.1 whether to purchase the Non-Restricted Vessel Asset and, if Navios Maritime Acquisition elects to purchase or cause any Navios Maritime Entity to purchase any such Non-Restricted Vessel Asset, pending the closing of such purchase; and

(c) acquiring, operating or chartering any Non-Restricted Vessel if the Navios Maritime Entities have previously advised Navios Maritime Midstream that they consent to such acquisition, operation or charter other than with respect to Vessels already owned by Navios Maritime Midstream.

ARTICLE IV

BUSINESS OPPORTUNITIES PROCEDURES

SECTION 4.1. Procedures . If (a) Navios Maritime Midstream acquires any Non- Restricted Vessel Asset in accordance with Section 3.2(a), or (b) a Navios Maritime Entity acquires any Vessel Asset in accordance with Section 2.2(b) or (c)(i), then (i) not later than 30 calendar days after the consummation of the acquisition (in the case of clause (a) or (b) above), such acquiring Party (the “ Acquiring Party ”) shall notify (a) Navios Maritime Acquisition, in the case of an acquisition by Navios Maritime Midstream or (b) the Board, in the case of an acquisition by a Navios Maritime Entity and offer such party to be notified (each an “ Offeree ”) the opportunity for any Navios Maritime Entity or Partnership Group Member, as applicable, to purchase such Non-Restricted Vessel Asset or Vessel Asset, as applicable (the “ Offered Assets ”), for their fair market value (plus, in the case of an acquisition in

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accordance with Section 2.2(c) or 3.2(a), any applicable Break-up Costs), in each case on commercially reasonable terms in accordance with this Section (the “ Offer ”). The Offer shall set forth the Acquiring Party’s proposed terms relating to the purchase of the Offered Assets by the applicable Navios Maritime Entity or Partnership Group Member, including any liabilities to be assumed by the applicable Navios Maritime Entity or Partnership Group Member as part of the Offer. As soon as practicable after the Offer is made, the Acquiring Party will deliver to the Offeree all information prepared by or on behalf of or in the possession of such Acquiring Party relating to the Offered Assets and reasonably requested by the Offeree. Within 30 calendar days after receipt of such notification, the Offeree shall notify the Acquiring Party in writing that either:

(a) If the Offeree elects not to purchase the Offered Assets, then the Acquiring Party and its Affiliates shall, subject to the other terms of this Agreement (including Section 2.2(b)(ii)), be forever free, subject to the provisions of this Agreement, to continue to own, operate and charter such Offered Assets; or

(b) If the Offeree elects to purchase the Offered Assets, then the following procedures shall be followed:

(i) After the receipt of the Offer by the Offeree, the Acquiring Party and the Offeree shall negotiate in good faith, the fair market value (and any applicable Break-up Costs), of the Offered Assets that are subject to the Offer and the other terms of the Offer on which the Offered Assets will be sold to the applicable Navios Maritime Entity or Partnership Group Member. If the Acquiring Party and the Offeree agree on the fair market value (and any applicable Break-up Costs), of the Offered Assets that are subject to the Offer and the other terms of the Offer during the 30-day period (the “ Offer Period ”) after receipt by the Acquiring Party of Navios Maritime Acquisition’s election to purchase (or election to cause any of its permitted Affiliates to purchase) or of the Board’s election to cause any Partnership Group Member to purchase, as applicable, the Offered Assets, Navios Maritime Acquisition shall purchase (or cause any of its permitted Affiliates to purchase) or the Board shall cause any Partnership Group Member to purchase, as applicable, the Offered Assets on such terms as soon as commercially practicable after such agreement has been reached.

(ii) If the Acquiring Party and the Offeree are unable to agree on the fair market value (and any applicable Break-up Costs), of the Offered Assets that are subject to the Offer or on any other terms of the Offer during the Offer Period, the Acquiring Party and the Offeree will engage an independent ship broker and/or an independent investment banking firm prior to the end of the Offer Period to determine the fair market value (and any applicable Break-up Costs), of the Offered Assets and/or the other terms on which the Acquiring Party and the Offeree are unable to agree. In determining the fair market value of the Offered Assets and other terms on which the Offered Assets are to be sold, the ship broker or investment banking firm, as applicable, will have access to the proposed sale and purchase values and terms for the Offer submitted by the Acquiring Party and the Offeree, respectively, and to all information prepared by or on behalf of the Acquiring Party relating to the Offered Assets and reasonably requested by such ship broker or investment banking firm. Such ship broker or investment banking firm will determine the fair market value (and any applicable Break-up Costs) of the Offered Assets and/or the other terms on which the Acquiring Party and the Offeree are unable to agree within 30 calendar days of its engagement and furnish the Acquiring Party and the Offeree its determination. The fees and expenses of the ship broker or investment banking firm, as applicable, will be divided equally between the Acquiring Party and the

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Offeree. Upon receipt of such determination, the Offeree will have the option, but not the obligation:

(A) in the case that the Offeree is Navios Maritime Acquisition, to purchase or cause any of its permitted Affiliates to purchase, or in the case that the Offeree is Navios Maritime Midstream, to cause any Partnership Group Member to purchase the Offered Assets for the fair market value (and any applicable Break-up Costs), and on the other terms determined by the ship broker or investment banking firm, as soon as commercially practicable after determinations have been made; or

(B) in the case that the Offeree is Navios Maritime Acquisition, to elect not to cause any of its permitted Affiliates to purchase, or in the case that the Offeree is Navios Maritime Midstream, not to cause any Partnership Group Member to purchase such Offered Assets, in which event the Acquiring Party and its Affiliates shall, subject to the other terms of this Agreement, be forever free to continue to own and operate such Offered Assets.

SECTION 4.2. Scope of Prohibition . Except as otherwise provided in this Agreement or the Navios Maritime Midstream Agreement, each party and its Affiliates shall be free to engage in any business activity whatsoever, including those that may be in direct competition with the Navios Maritime Entities or Navios Maritime Midstream.

SECTION 4.3. Enforcement . Each Party agrees and acknowledges that the other Parties do not have an adequate remedy at law for the breach by any such Party of its covenants and agreements set forth in this Article IV, and that any breach by any such Party of its covenants and agreements set forth in this Article IV would result in irreparable injury to such other Parties. Each Party further agrees and acknowledges that any other Party may, in addition to the other remedies which may be available to such other Party, file a suit in equity to enjoin such Party from such breach, and consent to the issuance of injunctive relief to enforce the provisions of Article IV of this Agreement.

ARTICLE V

RIGHTS OF FIRST OFFER

SECTION 5.1. Rights of First Offer .

(a) Navios Maritime Midstream hereby grants Navios Maritime Acquisition a right of first offer on any proposed Transfer by any Partnership Group Member of any Vessel Asset or any Non-Restricted Vessel Asset owned or acquired by any Partnership Group Member. The Navios Maritime Entities hereby grant Navios Maritime Midstream a right of first offer on any proposed Transfer or Re-Charter of any Vessel Asset owned or acquired by any Navios Maritime Entity.

(b) The Parties acknowledge that all potential Transfers or Re-Charters of any Vessel Asset and Transfers of Non-Restricted Vessel Asset pursuant to this Article V are subject to obtaining any and all written consents of governmental authorities and other non-affiliated third parties and to the terms of all existing agreements in respect of such Vessel Assets and Non-Restricted Vessel Asset, as applicable.

SECTION 5.2. Procedures For Rights of First Offer . In the event that a Partnership Group Member or a Navios Maritime Entity (as applicable, the “ Transferring Party ”) proposes to Transfer

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or, in the case of a Navios Maritime Entity, Re-Charter any Vessel Assets or Transfer any Non-Restricted Vessel Assets (the “ Sale Assets ”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Sale Assets to any non-affiliated third party, such Transferring Party shall give Navios Maritime Acquisition or Navios Maritime Midstream, as applicable (the “ Potential Transferee ”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price (in the event of a Transfer) or the terms of the charter agreement (in the event of a Re-Charter)) and a description of the Sale Asset(s) on which such Transferring Party desires to Transfer or Re-Charter the Sale Assets (the “ Transfer Notice ”). The Transferring Party then shall be obligated to negotiate in good faith for a 15-day period following the delivery by the Transferring Party of the Transfer Notice (the “ First Offer Negotiation Period ”) to reach an agreement for the Transfer or Re-Charter of such Sale Assets to the Potential Transferee or any of its Affiliates on the terms and conditions set forth in the Transfer Notice. If no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred, or agreed in writing to Transfer, such Sale Assets to a third party within 180 calendar days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those included in the Transfer Notice (except to the extent that market conditions during the 180 calendar days after the end of the First Offer Negotiation Period have resulted in a material change in the fair market value of such Sale Assets), then the Transferring Party shall not thereafter Transfer any of the Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above.

ARTICLE VI

INDEMNIFICATION

SECTION 6.1. Navios Maritime Acquisition Indemnification . Subject to the provisions of Section 6.2 and Section 6.3, Navios Maritime Acquisition shall indemnify, defend and hold harmless the Partnership Group from and against:

(a) any Covered Environmental Losses relating to the assets contributed by the Navios Maritime Entities to the Partnership Group prior to or on the Closing Date (the “ Contribution Assets ”) to the extent that Navios Maritime Acquisition is notified by Navios Maritime Midstream of any such Covered Environmental Losses within five (5) years after the Closing Date;

(b) Losses to the Partnership Group arising from (i) the failure of the Partnership Group, immediately after the Closing Date, to be the owner of such valid leasehold interests or fee ownership interests in and to the Contribution Assets as are necessary to enable the Partnership Entities to own and operate the Contribution Assets in substantially the same manner that the Contribution Assets were owned and operated by the Navios Maritime Entities immediately prior to the Closing Date or (ii) the failure of the Partnership Entities to have by the Closing Date any consent or governmental permit necessary to allow the Partnership Entities to own or operate the Contribution Assets in substantially the same manner that the Contribution Assets were owned and operated by the Navios Maritime Entities immediately prior to the Closing Date, in each of clauses (i) and (ii) above, to the extent that Navios Maritime Acquisition is notified by Navios Maritime Midstream of such Losses within three (3) years after the Closing Date; and

(c) all U.S. federal, state, local and foreign and local income tax liabilities attributable to the operation of the Contribution Assets prior to the Closing Date, including any such income tax liabilities of the Navios Maritime Entities that may result from the consummation of the formation transactions for the Partnership Group and Navios Maritime Midstream, other than any stamp, documentary or similar taxes imposed on transfers, which will be the responsibility of the party responsible under law for such taxes.

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SECTION 6.2. Limitation Regarding Indemnification . The aggregate liability of Navios Maritime Acquisition under Section 6.1(a) above shall not exceed $5.0 million. Furthermore, no claim may be made against Navios Maritime Acquisition for indemnification pursuant to Section 6.1(a) unless the aggregate dollar amount of all claims for indemnification pursuant to such section shall exceed $500,000, in which case Navios Maritime Acquisition shall be liable for claims for indemnification only to the extent such aggregate amount exceeds $500,000.

SECTION 6.3. Indemnification Procedures .

(a) The Partnership Group Members agree that within a reasonable period of time after they become aware of facts giving rise to a claim for indemnification pursuant to Section 6.1, they will provide notice thereof in writing to Navios Maritime Acquisition specifying the nature of and specific basis for such claim.

(b) Navios Maritime Acquisition shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Partnership Group that are covered by the indemnification set forth in Section 6.1, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld) of the Partnership Group unless it includes a full release of the Partnership Group from such matter or issues, as the case may be.

(c) The Partnership Group Members agree to cooperate fully with Navios Maritime Acquisition with respect to all aspects of the defense of any claims covered by the indemnification set forth in Section 6.1, including, without limitation, the prompt furnishing to Navios Maritime Acquisition of any correspondence or other notice relating thereto that the Partnership Group may receive, permitting the names of the members of the Partnership Group to be utilized in connection with such defense, the making available to Navios Maritime Acquisition of any files, records or other information of the Partnership Group that Navios Maritime Acquisition considers relevant to such defense and the making available to Navios Maritime Acquisition of any employees of the Partnership Group; provided, however, that in connection therewith Navios Maritime Acquisition agrees to use reasonable efforts to minimize the impact thereof on the operations of the Partnership Group and further agrees to maintain the confidentiality of all files, records and other information furnished by a Partnership Group Member pursuant to this Section 6.3. In no event shall the obligation of the Partnership Group to cooperate with Navios Maritime Acquisition as set forth in the immediately preceding sentence be construed as imposing upon the Partnership Group an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article VI; provided, however, that the Partnership Group Members may, at their own option, cost and expense, hire and pay for counsel in connection with any such defense. Navios Maritime Acquisition agrees to keep any such counsel hired by the Partnership Group reasonably informed as to the status of any such defense (including providing such counsel with such information related to any such defense as such counsel may reasonably request) but Navios Maritime Acquisition shall have the right to retain sole control over such defense.

(d) In determining the amount of any Loss for which any of the members of the Partnership Group is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Partnership Group, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Partnership Group as a result of such claim, and (ii) all amounts recovered by the

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Partnership Group under contractual indemnities from third Persons. The Partnership hereby agrees to use commercially reasonable efforts to realize any applicable insurance proceeds or amounts recoverable under such contractual indemnities; provided, however, that the costs and expenses (including, without limitation, court costs and reasonable attorneys’ fees) of the Partnership Group in connection with such efforts shall be promptly reimbursed by Navios Maritime Acquisition in advance of any determination of whether such insurance proceeds or other amounts will be recoverable.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1. Other Agreements . The parties hereto acknowledge that the Navios Maritime Entities are subject to other omnibus agreements that currently exist or may exist in the future. The parties hereby agree that with respect to any Vessel subject to a Qualifying Contract, the provisions of this Agreement shall apply and supercede the provisions of any other omnibus agreement. Navios Maritime Midstream agrees to be bound by the terms of any existing omnibus agreement then governing any Non-Restricted Vessels or opportunity to acquire any Non-Restricted Vessel unless the requirement with respect to such Non-Restricted Vessel is set forth herein.

SECTION 7.2. Choice Of Law; Submission To Jurisdiction . This Agreement shall be subject to and governed by the laws of the State of New York.

SECTION 7.3. Notice . All notices or requests or consents provided for or permitted to be given pursuant to this Agreement must be in writing and must be given by depositing the same in the mail, addressed to the Person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person or by private-courier, prepaid, or by telecopier to such party. Notice given by personal delivery or mail shall be effective upon actual receipt. Couriered notices shall be deemed delivered on the date the courier represents that delivery will occur. Notice given by telecopier shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. All notices to be sent to a party pursuant to this Agreement shall be sent to or made at the address set forth below such party’s signature to this Agreement, or at such other address as such party may stipulate to the other parties in the manner provided in this Section.

SECTION 7.4. Entire Agreement . This Agreement constitutes the entire agreement of the parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.

SECTION 7.5. Termination . Upon a Change of Control of the General Partner or of Navios Maritime Midstream, the provisions of Articles II, III, IV and V of this Agreement (but not less than all of such Articles) shall terminate immediately. Upon a Change of Control of Navios Maritime Acquisition, the provisions of Articles II, III, IV and V of this Agreement (but not less than all of such Articles) shall terminate at the time that is the later of (i) the date on which all of Navios Maritime Midstream’s outstanding subordinated units have converted to common units of Navios Maritime Midstream and (ii) one year following the date of the Change of Control of Navios Maritime Acquisition.

SECTION 7.6. Waiver; Effect of Waiver or Consent . Any party hereto may extend the time for the performance of any obligation or other act of any other party hereto or waive compliance with any agreement or condition contained herein. Except as otherwise specifically provided herein, any such extension or waiver shall be valid only if set forth in a written instrument duly executed by the party or parties to be bound thereby; provided, however, that Navios Maritime Midstream and Navios Maritime Operating may not, without the prior approval of the Conflicts Committee, agree to any extension or waiver of this Agreement that, in the reasonable discretion of the Board, will adversely affect the holders of common units of Navios Maritime Midstream in any material respect. No waiver or consent, express or implied, by any party of or to any breach or default by any Person in the performance by such Person of its obligations hereunder shall be deemed or construed to be a waiver or consent of or to any other breach or default in the performance by such Person of the same or any other obligations of such Person hereunder. Failure on the part of a party to complain of any act of any Person or to declare any person in default, irrespective of how long such failure continues, shall not constitute a waiver by such party of its rights hereunder until the applicable statute of limitations period has run.

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SECTION 7.7. Amendment or Modification . This Agreement may be amended or modified from time to time only by the written agreement of all the parties hereto; provided, however, that Navios Maritime Midstream and Navios Maritime Operating may not, without the prior approval of the Conflicts Committee, agree to any amendment or modification of this Agreement that, in the reasonable discretion of the Board, will adversely affect the holders of common units of Navios Maritime Midstream in any material respect.

SECTION 7.8. Assignment . No party shall have the right to assign its rights or obligations under this Agreement without the consent of the other parties hereto.

SECTION 7.9. Counterparts . This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

SECTION 7.10. Severability . If any provision of this Agreement or the application thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

SECTION 7.11. Gender, Parts, Articles and Sections . Whenever the context requires, the gender of all words used in this Agreement shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural. All references to Article numbers and Section numbers refer to Articles and Sections of this Agreement.

SECTION 7.12. Further Assurances . In connection with this Agreement and all transactions contemplated by this Agreement, each signatory party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

SECTION 7.13. Withholding or Granting of Consent . Each party may, with respect to any consent or approval that it is entitled to grant pursuant to this Agreement, grant or withhold such consent or approval in its sole and uncontrolled discretion, with or without cause, and subject to such conditions as it shall deem appropriate.

SECTION 7.14. Laws and Regulations . Notwithstanding any provision of this Agreement to the contrary, no party to this Agreement shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such party to be in violation of any applicable law, statute, rule or regulation.

SECTION 7.15. Negotiation of Rights of Navios Maritime Acquisition, Limited Partners, Assignees, and Third Parties . The provisions of this Agreement are enforceable solely by the parties to this Agreement, and no shareholder of Navios Maritime Acquisition and no limited partner, member, assignee or other Person of Navios Maritime Midstream or Navios Maritime Operating or any other Person shall have the right, separate and apart from Navios Maritime Acquisition, Navios Maritime Midstream or Navios Maritime Operating, to enforce any provision of this Agreement or to compel any party to this Agreement to comply with the terms of this Agreement.

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[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the Closing Date.

SIGNATURE PAGE

OMNIBUS AGREEMENT

SIGNATURE PAGE

OMNIBUS AGREEMENT

Exhibit 10.3

FORM OF MANAGEMENT AGREEMENT

THIS AGREEMENT is made effective the      day of            , 2014 by and between NAVIOS MARITIME MIDSTREAM PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Island, Ajeltake Road, Majuro, Marshall Islands MH96960 (“ Navios Maritime Midstream ”) and NAVIOS TANKERS MANAGEMENT INC., a company duly organized and existing under the laws of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MII96960 (“ NTM ”).

WHEREAS:

NOW THEREFORE, the parties agree that, in consideration for NTM providing the commercial and technical management services set forth in Schedule A to this Agreement (the “ Services ”), and subject to the Terms and Conditions set forth in Article I attached hereto, Navios Maritime Midstream shall pay to NTM the Fees and Costs and Expenses set forth in Schedule B to this Agreement and, if applicable, the Extraordinary Fees and Costs set forth in Schedule C to this Agreement.

[ Signature Page Follows ]

IN WITNESS WHEREOF the Parties have executed this Agreement by their duly authorized signatories with effect on the date first above written.

SIGNATURE PAGE

MANAGEMENT AGREEMENT

TERMS AND CONDITIONS

Section 1. Definitions . In this Agreement, the term:

“ Additional Vessels ” means the Optional Vessels and any other vessel of similar size and type the management of which, after its acquisition by Navios Maritime Midstream, may be entrusted from time to time to NTM. Any such Additional Vessel for the purposes of this Agreement shall also be referred to herein as Vessels;

“ Change of Control ” means with respect to any entity, an event in which securities of any class entitling the holders thereof to elect a majority of the members of the board of directors or other similar governing body of the entity are acquired, directly or indirectly, by a “ person ” or “ group ” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act), except Navios Maritime Acquisition Corporation, Navios Maritime Holdings and Angeliki Frangou, who did not immediately before such acquisition own securities of the entity entitling such person or group to elect such majority (and for the purpose of this definition, any such securities held by another person who is related to such person shall be deemed to be owned by such person);

“ Closing Date ” means the closing date of the initial public offering of common units of Navios Maritime Midstream;

“ Costs and Expenses ” has the meaning set forth in Schedule B to this Agreement;

“ Extraordinary Fees and Costs ” means the fees and costs listed in Schedule C to this Agreement;

“ Fees ” has the meaning set forth in Schedule B to this Agreement;

“ Limited Partnership Agreement ” means the agreement of limited partnership of Navios Maritime Midstream, dated as of October 13, 2014, as from time to time amended;

“ Midstream Group ” means Navios Maritime Midstream, NGP and subsidiaries of Navios Maritime Midstream;

“ Navios Maritime Midstream ” has the meaning set forth in the preamble to this Agreement;

“ NGP ” means Navios Maritime Midstream Partners GP LLC, a Marshall Islands limited liability company that is the sole general partner of Navios Maritime Midstream;

“ NTM ” has the meaning set forth in the recitals to this Agreement;

“ Optional Vessels ” means C. Dream, Nave Celeste, Nave Galactic, Nave Quasar, Nave Buena Suerte, Nave Neutrino and Nave Electron;

“ Services ” has the meaning set forth in the recitals to this Agreement;

“ Unitholders ” means holders of common units representing limited partner interests in Navios Maritime Midstream; and

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“ Vessels ” means all very large crude carriers, or VLCCs, that are in the ownership of Navios Maritime Midstream on the date of this Agreement and the Additional Vessels.

Section 2. Appointment of NTM .

(a) From and after the Closing Date and continuing, until terminated as provided herein, Navios Maritime Midstream hereby appoints NTM as agent for and on behalf of Navios Maritime Midstream, and NTM hereby agrees, to perform the Services specified hereunder with respect to the Vessels.

(b) NTM shall provide the Services, in a commercially reasonable manner, as Navios Maritime Midstream, may from time to time direct, all under the supervision of Navios Maritime Midstream. NTM shall perform the Services to be provided hereunder in accordance with sound ship management practice including, but not limited to, compliance with all relevant rules and regulations and with the care, diligence and skill that a prudent manager of vessels such as the Vessels would possess and exercise, and within the limits of authority delegated to it under this Agreement.

Section 3. Covenants . During the term of this Agreement NTM shall:

(a) diligently provide or subcontract for the provision of (in accordance with Section 18 hereof) the Services to Navios Maritime Midstream as an independent contractor, and be responsible to Navios Maritime Midstream for the due and proper performance of the same subject to the terms and conditions contained herein;

(b) retain at all times a qualified staff so as to maintain a level of expertise sufficient to provide the Services; and

(c) keep full and proper books, records and accounts showing clearly all transactions relating to its provision of Services in accordance with established general commercial practices and in accordance with United States generally accepted accounting principles.

Section 4. Non-exclusivity . NTM may provide services of a nature similar to the Services to any other person. There is no obligation for NTM to provide the Services to Navios Maritime Midstream on an exclusive basis.

Section 5. Confidential Information . NTM shall be obligated to keep confidential, both during and after the term of this Agreement, all information it has acquired or developed in the course of providing Services under this Agreement, except to the extent disclosure of such information is required by applicable law, including, without limitation, applicable securities laws. Navios Maritime Midstream shall be entitled to any equitable remedy available at law or equity, including specific performance, against a breach by NTM of this obligation. NTM shall not resist such application for relief on the basis that Navios Maritime Midstream has an adequate remedy at law, and NTM shall waive any requirement for the securing or posting of any bond in connection with such remedy.

Section 6. Service Fee/Reimbursement of Costs and Expenses . In consideration for NTM providing the Services, (i) during the first two (2) years of the initial term of this Agreement, Navios Maritime Midstream shall pay NTM the Fees and Costs and Expenses as set out in Schedule B to this Agreement and the Extraordinary Fees and Costs as set out in Schedule C , if applicable.

Section 7. General Relationship Between The Parties . The relationship between the parties is that of independent contractor. The parties to this Agreement do not intend, and nothing herein

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shall be interpreted so as, to create a partnership, joint venture or employee relationship between NTM and any one or more of Navios Maritime Midstream or any member of the Midstream Group. NTM will carry out the Services in respect of the Vessels as agent for and on behalf of Navios Maritime Midstream.

Section 8. Force Majeure and Indemnity .

(a) Neither Navios Maritime Midstream nor NTM shall be under any liability for any failure to perform any of their obligations hereunder by reason of any of the following force majeure events provided they have made all reasonable efforts to avoid, minimize or prevent the effect of such event:

(b) Without prejudice to sub-clause 8(a) above, NTM shall be under no liability whatsoever to Navios Maritime Midstream for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit arising out of or in connection with detention of or delay to the Vessels or Additional Vessels) as incurred and howsoever arising in the course of performance of the Services, unless and to the extent that such loss, damage, delay or expense is proved to have resulted solely from the fraud, gross negligence or willful misconduct of NTM or their employees, agents or sub-contractors in connection with the Vessels, in which case (save where such loss, damage, delay or expense has resulted from NTM’s personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) NTM’s liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of US$3,000,000.

(c) Notwithstanding anything that may appear to the contrary in this Agreement, NTM shall not be responsible for any of the actions of the crew of the Vessels even if such actions are fraudulent, negligent, grossly negligent or willful.

(d) Except to the extent and solely for the amount therein set out that NTM would be liable under sub-clause 8(b), Navios Maritime Midstream shall indemnify and hold harmless NTM and its

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employees, agents and sub-contractors against all actions, proceedings, claims, demands or liabilities whatsoever and howsoever arising which may be brought against them arising out of, relating to or based upon this Agreement including, without limitation, all actions, proceedings, claims, demands or liabilities brought under or relating to the environmental laws, regulations or conventions of any jurisdiction (“Environmental Laws”), or otherwise relating to pollution or the environment, and against and in respect of all costs and expenses (including legal costs and expenses on a full indemnity basis) they may suffer or incur in the course of the performance of this Agreement.

(e) Without prejudice to the general indemnity set out in this Section 8, Navios Maritime Midstream hereby undertakes to indemnify NTM, their employees, agents and sub-contractors against all taxes, imposts and duties levied by any government as a result of the operations of Navios Maritime Midstream or the Vessels, whether or not such taxes, imposts and duties are levied on Navios Maritime Midstream or NTM. For the avoidance of doubt, such indemnity shall not apply to taxes imposed on amounts paid to NTM as consideration for the performance of Services for Navios Maritime Midstream. Navios Maritime Midstream shall pay all taxes, dues or fines imposed on the Vessels or NTM as a result of the operation of the Vessels.

(f) It is hereby expressly agreed that no employee or agent of NTM (including any sub-contractor from time to time employed by NTM) shall in any circumstances whatsoever be under any liability whatsoever to Navios Maritime Midstream for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this Section 8, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defense and immunity of whatsoever nature applicable to NTM or to which NTM are entitled hereunder shall also be available and shall extend to protect every such employee or agent of NTM acting as aforesaid.

(g) Navios Maritime Midstream acknowledges that it is aware that NTM is unable to confirm that the Vessels, their systems, equipment and machinery are free from defects, and agrees that NTM shall not under any circumstances be liable for any losses, costs, claims, liabilities and expenses which Navios Maritime Midstream may suffer or incur resulting from pre-existing or latent deficiencies in the Vessels, their systems, equipment and machinery.

The provisions of this Section 8 shall remain in force notwithstanding termination of this Agreement.

Section 9. Term and Termination . With respect to each of the Vessels, this Agreement shall commence on the Closing Date and shall continue for five (5) years (as more specifically described on Schedule D to this Agreement), unless terminated by either party hereto on not less than one hundred and twenty (120) days notice if:

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At any time following the first anniversary of this Agreement, this Agreement may be terminated by either party hereto on not less than three hundred and sixty-five (365) days notice for any reason other than any of the reasons set forth in the immediately preceding paragraph. This Agreement shall not become effective unless and until the Closing Date has occurred.

This Agreement shall be deemed to be terminated with respect to a particular Vessel in the case of the sale of such Vessel or if such Vessel becomes a total loss or is declared as a constructive, compromised or arranged total loss or is requisitioned. Notwithstanding such deemed termination, any Fees outstanding at the time of the sale or loss shall be paid in accordance with the provisions of this Agreement.

For the purpose of this clause:

The termination of this Agreement shall be without prejudice to all rights accrued due between the parties prior to the date of termination.

Section 10. Fees upon Termination with Respect to a Vessel . Upon termination of this Agreement, the Fee or Costs and Expenses, as may be the case, shall be adjusted with respect to a Vessel as at the effective date of termination of this Agreement, based on the amounts set forth in Schedule B . Any overpayment shall forthwith be refunded to Navios Maritime Midstream and any underpayment shall forthwith be paid to NTM.

Section 11. Surrender of Books and Records . Upon termination of this Agreement, NTM shall forthwith surrender to Navios Maritime Midstream any and all books, records, documents and other property in the possession or control of NTM relating to this Agreement and to the business, finance, technology, trademarks or affairs of Navios Maritime Midstream and any member of the Midstream Group and, except as required by law (including securities laws and regulations) or for accounting purposes, shall not retain any copies of same.

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Section 12. Entire Agreement . This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and (in relation to such subject matter) supersedes and replaces all prior understandings and agreements, written or oral, between the parties.

Section 13. Amendments to Agreement . NTM reserves the right to make such changes to this Agreement as it shall consider necessary to take account of regulatory changes which come into force after the date hereof and which affect the operation of the Vessels. Such changes will be conveyed in writing to Navios Maritime Midstream and will come into force on intimation or on the date on which such regulatory or other changes come into effect (whichever shall be the later).

Section 14. Severability . If any provision herein is held to be void or unenforceable, the validity and enforceability of the remaining provisions herein shall remain unaffected and enforceable.

Section 15. Currency . Unless stated otherwise, all currency references herein are to United States Dollars.

Section 16. Law and Arbitration . This Agreement shall be governed by the laws of England. Any dispute under this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment then in force. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association’s (LMAA) Terms current at the time when the arbitration is commenced.

Save as after mentioned, the reference shall be to three arbitrators, one to be appointed by each party and the third by the two arbitrators so appointed. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment to the other party requiring the other party to appoint its arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) calendar days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) calendar days specified, the party referring the dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be as binding as if he had been appointed by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

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Section 17. Notice . Notice under this Agreement shall be given (via hand delivery or facsimile) as follows:

If to Navios Maritime Midstream:

7 Avenue de Grande Bretagne, Office 11B2

Monte Carlo, MC 98000 Monaco

Attn: Villy Papaefthymiou

Fax: +(30) 210 453-[        ]

If to NTM:

85 Akti Miaouli Street

Piraeus, Greece 185 38

Attn: Anna Kalathaki

Fax: +(30) 210 417-[        ]

Section 18. Subcontracting and Assignment . NTM shall not assign or sub-contract this Agreement to any party that is not a subsidiary or affiliate of NTM except upon the written consent of Navios Maritime Midstream. In the event of such sub-contracting NTM shall remain liable for the due performance of the Services and its other obligations under this Agreement, subject to Section 8(ii).

Section 19. Waiver . The failure of either party to enforce any term of this Agreement shall not act as a waiver. Any waiver must be specifically stated as such in writing.

Section 20. Counterparts . This Agreement may be executed in one or more signed counterparts, facsimile or otherwise, which shall together form one instrument.

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SCHEDULE A

SERVICES

NTM shall provide such of the following commercial and technical management services (the “ Services ”) to Navios Maritime Midstream, as Navios Maritime Midstream may from time to time request and direct NTM to provide:

A-1

NTM is expressly authorized as agent for Navios Maritime Midstream to enter into such arrangements by contract or otherwise as are required to procure and ensure the availability of the Services outlined above. NTM is further expressly authorized as agent for Navios Maritime Midstream to enter into such other arrangements as may from time to time be necessary to satisfy the requirements of OPA or other Federal or State laws.

A-2

A-3

A-4

SCHEDULE B

FEES AND COSTS AND EXPENSES

In consideration for the provision of the Services listed in Schedule A by NTM to Navios Maritime Midstream, Navios Maritime Midstream shall, during the first two (2) years of the initial term of this Agreement, pay NTM a fixed daily fee of US$9,500 per owned Vessel, payable on the last day of each month. In addition, Navios Maritime Midstream shall pay to NTM for dry-docking expense shall at cost for each Vessel (together with the daily fee described in the preceding sentence and any applicable value added, sales or services taxes, the “ Fees ”).

During the remaining three (3) years of the initial term of this Agreement, within thirty (30) days after the end of each month, NTM shall submit to Navios Maritime Midstream an invoice for reimbursement of the costs and expenses incurred in connection with the provision of the Services listed in Schedule A by NTM to Navios Maritime Midstream for such month and any applicable value added, sales or services taxes (the “ Costs and Expenses ”). Costs and Expenses shall be determined in a manner consistent with how the fixed daily fee payable during the first two (2) years of the initial term of this Agreement was calculated, and each statement will contain such supporting detail as may be reasonably required to validate such amounts due. Navios Maritime Midstream shall make payment within fifteen (15) days of the date of each invoice. All invoices for Services are payable in U.S. dollars.

B-1

SCHEDULE C

EXTRAORDINARY FEES AND COSTS

Notwithstanding anything to the contrary in this Agreement, NTM will not be responsible for paying any costs, liabilities and expenses in respect of a Vessel, to the extent that such costs, liabilities and expenses are “extraordinary”, which shall consist of the following:

In addition:

C-1

C-2

Exhibit 10.4

FORM OF ADMINISTRATIVE SERVICES AGREEMENT

THIS AGREEMENT is made effective the    day of            , 2014 by and between NAVIOS MARITIME MIDSTREAM PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Island, Ajeltake Road, Majuro, Marshall Islands MH96960 (“ Navios Maritime Midstream ”) and NAVIOS TANKERS MANAGEMENT INC., a company duly organized and existing under the laws of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MII96960 (“ NTM ”).

WHEREAS:

NOW THEREFORE, the parties agree that, in consideration for NTM providing the administrative support services set forth in Schedule A to this Agreement (the “ Services ”), and subject to the Terms and Conditions set forth in Article I attached hereto, Navios Maritime Midstream shall pay to NTM for the costs and expenses reasonably incurred by NTM in the manner provided for in Schedule B to this Agreement (the “ Costs and Expenses ”).

[Signature Page Follows]

IN WITNESS WHEREOF the Parties have executed this Agreement by their duly authorized signatories with effect on the date first above written.

S IGNATURE P AGE

A DMINISTRATIVE S ERVICES A GREEMENT

ARTICLE I.

TERMS AND CONDITIONS

Section 1. Definitions . In this Agreement, the term:

“ Additional Vessels ” means the Optional Vessels and any other vessel of similar size and type the management of which, after its acquisition by Navios Maritime Midstream, may be entrusted from time to time to NTM. Any such Additional Vessel for the purpose of this Agreement shall also be referred to herein as Vessels;

“ Change of Control ” means with respect to any entity, an event in which securities of any class entitling the holders thereof to elect a majority of the members of the board of directors or other similar governing body of the entity are acquired, directly or indirectly, by a “ person ” or “ group ” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act), except Navios Maritime Acquisition Corporation, Navios Maritime Holdings and Angeliki Frangou, who did not immediately before such acquisition own securities of the entity entitling such person or group to elect such majority (and for the purpose of this definition, any such securities held by another person who is related to such person shall be deemed to be owned by such person);

“ Closing Date ” means the closing date of the initial public offering of common units representing limited partner interests of Navios Maritime Midstream;

“ Costs and Expenses ” has the meaning set forth in the recitals to this Agreement;

“ Due Date ” has the meaning set forth on Schedule B to this Agreement;

“ LIBOR ” means the London Interbank Offered Rate;

“ Limited Partnership Agreement ” means the agreement of limited partnership of Navios Maritime Midstream, dated as of             , 2014, as from time to time amended;

“ Midstream Group ” means Navios Maritime Midstream, NGP and subsidiaries of Navios Maritime Midstream;

“ Navios Maritime Midstream ” has the meaning set forth in the preamble to this Agreement;

“ NGP ” means Navios Maritime Midstream Partners GP LLC, a Marshall Islands limited liability company, which is the sole general partner of Navios Maritime Midstream;

“ NTM ” has the meaning set forth in the recitals to this Agreement;

“ Optional Vessels ” means C. Dream, Nave Celeste, Nave Galactic, Nave Quasar, Nave Buena Suerte, Nave Neutrino and Nave Electron;

“ Services ” has the meaning set forth in the recitals to this Agreement;

“ Unitholders ” means holders of common units representing limited partner interests in Navios Maritime Midstream; and

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“ Vessels ” means all very large crude carriers, or VLCCs, that are in the ownership of Navios Maritime Midstream on the date of this Agreement and the Additional Vessels.

Section 2. General . NTM shall provide all or such portion of the Services, in a commercially reasonable manner, as Navios Maritime Midstream may from time to time direct, all under the supervision of Navios Maritime Midstream.

Section 3. Covenants . During the term of this Agreement NTM shall:

(a) diligently provide the Services to Navios Maritime Midstream as an independent contractor, and be responsible to Navios Maritime Midstream for the due and proper performance of same;

(b) at the request and under the direction of Navios Maritime Midstream, hire and retain at all times the qualified staff so as to maintain a level of expertise sufficient to provide the Services in Appendix A; and

(c) keep full and proper books, records and accounts showing clearly all transactions relating to its provision of Services in accordance with established general commercial practices and in accordance with United States generally accepted accounting principles, and allow Navios Maritime Midstream and its representatives and its auditors to audit and examine such books, records and accounts at any time during customary business hours.

Section 4. Non-exclusivity . NTM may provide services of a nature similar to the Services to any other person. There is no obligation for NTM to provide the Services to Navios Maritime Midstream on an exclusive basis.

Section 5. Confidential Information . NTM shall be obligated to keep confidential, both during and after the term of this Agreement, all information it has acquired or developed in the course of providing Services under this Agreement, except to the extent disclosure of such information is required by applicable law including, without limitation, applicable securities laws. Navios Maritime Midstream shall be entitled to any equitable remedy available at law or equity, including specific performance, against a breach by NTM of this obligation. NTM shall not resist such application for relief on the basis that Navios Maritime Midstream has an adequate remedy at law, and NTM shall waive any requirement for the securing or posting of any bond in connection with such remedy.

Section 6. Reimbursement of Costs and Expenses . In consideration for NTM providing the Services, Navios Maritime Midstream shall pay to NTM the Costs and Expenses (excluding out-of-pocket expenses) in the manner provided in Schedule B to this Agreement.

Section 7. General Relationship Between The Parties . The relationship between the parties is that of independent contractor. The parties to this Agreement do not intend, and nothing herein shall be interpreted so as, to create a partnership, joint venture or employee relationship between NTM and any one or more of Navios Maritime Midstream or any member of the Midstream Group. NTM will carry out the Services in respect of the Vessels as agents for and on behalf of Navios Maritime Midstream.

Section 8. Indemnity . Navios Maritime Midstream shall indemnify and hold harmless NTM and its employees and agents against all actions, proceedings, claims, demands or liabilities whatsoever and howsoever arising which may be brought against them arising out of, relating to or based upon this Agreement including, without limitation, all actions, proceedings, claims, demands or liabilities brought under the environmental laws of any jurisdiction, and against and in respect of all costs

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and expenses (including legal costs and expenses on a full indemnity basis) they may suffer or incur due to defending or settling same, provided however that such indemnity shall exclude any or all losses, actions, proceedings, claims, demands, costs, damages, expenses and liabilities whatsoever which may be caused by or due to the fraud, gross negligence or willful misconduct of NTM or its employees or agents.

Section 9. NO CONSEQUENTIAL DAMAGES . NEITHER NTM NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY NAVIOS MARITIME MIDSTREAM, OR FOR PUNITIVE DAMAGES, WITH RESPECT TO ANY TERM OR THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, FRAUD, MISREPRESENTATION AND OTHER TORTS.

Section 10. Term And Termination . This Agreement is effective as of the Closing Date and shall have an initial term of five (5) years unless terminated by either party hereto on not less than one hundred and twenty (120) days notice if:

(a) in the case of Navios Maritime Midstream, there is a Change of Control of NTM;

(b) in the case of NTM, there is a Change of Control of NGP or Navios Maritime Midstream;

(c) the other party breaches this Agreement in any material respect which remains unremedied;

(d) a receiver is appointed for all or substantially all of the property of the other party;

(e) an order is made to wind-up the other party;

(f) a final judgment, order or decree which materially and adversely affects the ability of the other party to perform this Agreement shall have been obtained or entered against that party and such judgment, order or decree shall not have been vacated, discharged or stayed; or

(g) the other party makes a general assignment for the benefit of its creditors, files a petition in bankruptcy or for liquidation, is adjudged insolvent or bankrupt, commences any proceeding for a reorganization or arrangement of debts, dissolution or liquidation under any law or statute or of any jurisdiction applicable thereto or if any such proceeding shall be commenced.

At any time after the first anniversary of this Agreement, this Agreement may be terminated by either party hereto on not less than three hundred and sixty-five (365) days notice for any reason other than any of the reasons set forth in the immediately preceding paragraph.

Section 11. Costs and Expenses Upon Termination; Rights upon Termination . Upon termination of this Agreement in accordance with Section 10 hereof, Navios Maritime Midstream shall be obligated to pay NTM any and all amounts payable pursuant to Section 6 hereof for Services provided prior to the time of termination and the provisions of Sections 5, 7, 8, 9, and 13-20 shall survive any such termination.

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Section 12. Surrender Of Books And Records . Upon termination of this Agreement, NTM shall forthwith surrender to Navios Maritime Midstream any and all books, records, documents and other property in the possession or control of NTM relating to this Agreement and to the business, finance, technology, trademarks or affairs of Navios Maritime Midstream and any member of the Navios Maritime Midstream Group and, except as required by law (including securities laws and regulations), shall not retain any copies of same.

Section 13. Force Majeure . Neither party shall be liable for any failure to perform any of their obligations hereunder by reason of any of the following force majeure events provided the party has made all reasonable efforts to avoid, minimize or prevent the effect of such event:

Section 14. Entire Agreement . This Agreement forms the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all previous agreements, written or oral, with respect to the subject matter hereof.

Section 15. Severability . If any provision herein is held to be void or unenforceable, the validity and enforceability of the remaining provisions herein shall remain unaffected and enforceable.

Section 16. Currency . Unless stated otherwise, all currency references herein are to United States Dollars.

Section 17. Law And Arbitration . This Agreement shall be governed by the laws of England. Any dispute under this Agreement shall be put to arbitration in England, a jurisdiction to which the parties hereby irrevocably submit.

Save as after mentioned, the reference shall be to three arbitrators, one to be appointed by each party and the third by the two arbitrators so appointed. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment to the other party requiring the other party to appoint its arbitrator within fourteen (14) calendar days of that notice and stating that it will

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appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) calendar days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) calendar days specified, the party referring the dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be as binding as if he had been appointed by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

Section 18. Notice . Notice under this Agreement shall be given (via hand delivery or facsimile) as follows:

If to NAVIOS MARITIME MIDSTREAM:

7 Avenue de Grande Bretagne, Office 11B2

Monte Carlo, MC 98000 Monaco

Attn: Villy Papaefthymiou

Fax: (011) + (377) 9798-[    ]

If to NTM:

85 Akti Miaouli Street

Piraeus, Greece 185 38

Attn: Anna Kalathaki

Fax: +(30) 210 417-[    ]

Section 19. Assignment . NTM shall not assign this Agreement to any party that is not a subsidiary or affiliate of NTM except upon the written consent of Navios Maritime Midstream.

Section 20. Waiver . The failure of either party to enforce any term of this Agreement shall not act as a waiver. Any waiver must be specifically stated as such in writing.

Section 21. Counterparts . This Agreement may be executed in one or more signed counterparts, facsimile or otherwise, which shall together form one instrument.

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SCHEDULE A

SERVICES

NTM shall provide the following administrative support services (the “ Services ”) to Navios Maritime Midstream, at the request and under the direction of Navios Maritime Midstream:

(a) Keep and maintain at all times books, records and accounts which shall contain particulars of receipts and disbursements relating to the assets and liabilities of Navios Maritime Midstream and such books, records and accounts shall be kept pursuant to normal commercial practices that will permit Navios Maritime Midstream to prepare or cause to be prepared financial statements in accordance with U.S. generally accepted accounting principles and in each case shall also be in accordance with those required to be kept by Navios Maritime Midstream under applicable federal securities laws and regulations in the United States and as Navios Maritime Midstream is required to keep and file under applicable foreign taxing regulations and the U.S. Internal Revenue Code and the regulations applicable with respect thereto, all as amended from time to time;

(b) Prepare all such returns, filings and documents, for review and approval by Navios Maritime Midstream as may be required under the Limited Partnership Agreement as well as such other returns, filings, documents and instruments as may from time to time be requested or instructed by Navios Maritime Midstream; and file such documents, as applicable, as directed by Navios Maritime Midstream with the relevant authority;

(c) Provide, or arrange for the provision of, advisory services to Navios Maritime Midstream with respect to Navios Maritime Midstream’s obligations under applicable securities laws and regulations in the United States and assist Navios Maritime Midstream in arranging for compliance with continuous disclosure obligations under applicable securities laws and regulations and the rules and regulations of the New York Stock Exchange and any other securities exchange upon which Navios Maritime Midstream’s securities are listed, including the preparation for review, approval and filing by Navios Maritime Midstream of reports and other documents with all applicable regulatory authorities, provided that nothing herein shall permit or authorize NTM to act for or on behalf of Navios Maritime Midstream in its relationship with regulatory authorities except to the extent that specific authorization may from time to time be given by Navios Maritime Midstream;

(d) Provide, or arrange for the provision of, advisory, clerical and investor relations services to assist and support Navios Maritime Midstream in its communications with its Unitholders, including in connection with disclosures that may be required for regulatory compliance to its Unitholders and the wider financial markets, as Navios Maritime Midstream may from time to time request or direct, provided that nothing herein shall permit or authorize NTM to determine the content of any such communications by Navios Maritime Midstream to its Unitholders and the wider financial markets;

(e) At the request and under the direction of Navios Maritime Midstream, handle, or arrange for the handling of, all administrative and clerical matters in respect of (i) the call and arrangement of all meetings of the Unitholders pursuant to the Limited Partnership Agreement, (ii) the preparation of all materials (including notices of meetings and information circulars) in respect thereof and (iii) the submission of all such materials to Navios Maritime Midstream in sufficient time prior to the dates upon which they must be mailed, filed or otherwise relied upon so that Navios Maritime Midstream has full opportunity to review, approve, execute and return them to NTM for filing or mailing or other disposition as Navios Maritime Midstream may require or direct;

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(f) Provide, or arrange for the provision of, or secure sufficient and necessary office space, equipment and personnel including all accounting, clerical, secretarial, corporate and administrative services as may be reasonably necessary for the performance of Navios Maritime Midstream’s business;

(g) Arrange for the provision of such audit, accounting, legal, insurance and other professional services as are reasonably required by Navios Maritime Midstream from time to time in connection with the discharge of its responsibilities under the Limited Partnership Agreement, to the extent such advice and analysis can be reasonably provided or arranged by NTM, provided that nothing herein shall permit NTM to select the auditor of Navios Maritime Midstream, which shall be selected in accordance with the provisions for the appointment of the auditor pursuant to the Limited Partnership Agreement or as otherwise be required by law governing Navios Maritime Midstream, or to communicate with the auditor other than in the ordinary course of making such books and records available for review as the auditors may require and to respond to queries from the auditors with respect to the accounts and statements prepared by, or arranged by, NTM, and in particular NTM will not have any of the authorities, rights or responsibilities of the audit committee of Navios Maritime Midstream, but shall provide, or arrange for the provision of, information to such committee as may from time to time be required or requested; and provided further that nothing herein shall entitle NTM to retain legal counsel for Navios Maritime Midstream unless such selection is specifically approved by NTM;

(h) Provide, or arrange for the provision of, such assistance and support as Navios Maritime Midstream may from time to time request in connection with any new or existing financing for, or other commercial relationships for, Navios Maritime Midstream, such assistance and support to be provided in accordance with the direction, and under the supervision of Navios Maritime Midstream;

(i) Provide, or arrange for the provision of, such administrative and clerical services as may be required by Navios Maritime Midstream to support and assist Navios Maritime Midstream in considering any future acquisitions or divestments of assets of Navios Maritime Midstream or other commercial transactions and the integration of any assets or businesses acquired by the Partnership, all under the direction and under the supervision of Navios Maritime Midstream;

(j) Provide, or arrange for the provision of, such support and assistance to Navios Maritime Midstream as Navios Maritime Midstream may from time to time request in connection with any future offerings of equity or debt securities that Navios Maritime Midstream may at any time determine is desirable for Navios Maritime Midstream, all under the direction and supervision of Navios Maritime Midstream;

(k) Provide, or arrange for the provision of, at the request and under the direction of Navios Maritime Midstream, such communications to the transfer agent for Navios Maritime Midstream as may be necessary or desirable;

(1) Prepare and provide, or arrange for the preparation and provision of, regular cash reports and other accounting information for review by Navios Maritime Midstream, so as to permit and enable Navios Maritime Midstream to make all determinations of financial matters required to be made pursuant to the Limited Partnership Agreement, including the determination of amounts available for distribution by Navios Maritime Midstream to its Unitholders, and to assist Navios Maritime Midstream in making arrangements with the transfer agent for Navios Maritime Midstream for the payment of distributions to the Unitholders in accordance with the Limited Partnership Agreement;

(m) Provide, or arrange for the provision of, such assistance to Navios Maritime Midstream as Navios Maritime Midstream may request or direct with respect to the performance of the

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obligations to the Unitholders under the Limited Partnership Agreement and to provide monitoring of various obligations and rights under agreements entered into by Navios Maritime Midstream and provide advance reports on a timely basis to Navios Maritime Midstream advising of steps, procedures and compliance issues under such agreements, so as to enable Navios Maritime Midstream to make all such decisions as would be necessary or desirable thereunder;

(n) Provide, or arrange for the provision of, such additional administrative and clerical services pertaining to Navios Maritime Midstream, the assets and liabilities of Navios Maritime Midstream and the Unitholders and matters incidental thereto as may be reasonably requested by Navios Maritime Midstream from time to time;

(o) Negotiate and arrange, at the request and under the direction of Navios Maritime Midstream, for interest rate swap agreements, foreign currency contracts, forward exchange contracts and any other hedging arrangements;

(p) Provide, or arrange for the provision of, information technology services;

(q) Maintain, or arrange for the maintenance of, Navios Maritime Midstream’s and Navios Maritime Midstream’s subsidiaries’ existence and good standing in necessary jurisdictions;

(r) Negotiate, at the request and under the direction of Navios Maritime Midstream, loan and credit terms with lenders and monitor and maintain compliance therewith;

(s) Provide, or arrange for the provision of, at the request and under the direction of Navios Maritime Midstream, cash management and services, including assistance with preparation of budgets, overseeing banking services and bank accounts and arranging for the deposit of funds; and

(t) Monitor the performance of investment managers.

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SCHEDULE B

COSTS AND EXPENSES

Within thirty (30) days after the end of each month, NTM shall submit to Navios Maritime Midstream an invoice for all Costs and Expenses (excluding out-of-pocket expenses) in connection with the provision of the Services listed in Schedule A by NTM to Navios Maritime Midstream for such month. Each statement will contain such supporting detail as may be reasonably required to validate such amounts due.

Navios Maritime Midstream shall make payment within fifteen (15) days of the date of each invoice (any such day on which a payment is due, the “ Due Date ”). All invoices for Services are payable in U.S. dollars. All amounts not paid within 10 days after the Due Date shall bear interest at the rate of 1.00% per annum over US$ LIBOR from such Due Date until the date payment is received in full by NTM.

B-1

Exhibit 10.7

SHARE PURCHASE AGREEMENT

                                 , 2014

between

AEGEAN SEA MARITIME HOLDINGS INC.

and

NAVIOS MARITIME MIDSTREAM PARTNERS L.P.

FORM OF SHARE PURCHASE AGREEMENT

SHARE PURCHASE AGREEMENT (the “ Agreement ”), dated as of                     , 2014, by and between AEGEAN SEA MARITIME HOLDINGS INC. (the “ Seller ”), a wholly owned subsidiary of Navios Maritime Acquisition Corporation (“ NMAC ”) and a corporation organized under the laws of the Republic of the Marshall Islands, and NAVIOS MARITIME MIDSTREAM PARTNERS L.P. (the “ Buyer ”), a limited partnership organized under the laws of the Republic of the Marshall Islands and recently formed by NMAC.

RECITAL

WHEREAS, the Buyer may wish to purchase from the Seller, and the Seller wishes to sell to the Buyer, the shares of common stock as set forth on Schedule A to this Agreement (the “ Shares ”) representing all of the issued and outstanding shares of common stock of the vessel owning subsidiary that owns the VLCC vessel (the “ Vessel ”) as set forth in Schedule A hereto (the “ Vessel Owning Subsidiary ”).

WHEREAS, the purchase price for the Shares shall be determined in accordance with Section 2.04.

WHEREAS, the Vessel is subject to the charter set forth on Schedule A hereto (the “ Charter ”).

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 and supplemented;

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

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“ Business Day ” means any day other than a Saturday, Sunday or any statutory holiday on which banks in London, Greece or New York are required to close;

“ Buyer ” is defined in the introduction of this Agreement;

“ Buyer Indemnitees ” has the meaning given to it in Section 10.01;

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

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

“ Closing Date ” means the day on which the Closing takes place;

“ Common Units ” means the common units representing limited partner interests of the Buyer;

“ Contracts ” has the meaning given to it in Section 5.08;

“ Credit Facility ” means the credit facility to be entered into in connection with the Initial Public Offering;

“ Election Notice ” has the meaning given to it in Section 2.01(b);

“ 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;

“ Fair Market Value ” means, with respect to the Vessel, the value that would be paid by a willing buyer to an unaffiliated willing seller in an arm’s length transaction not involving distress or necessity of either party.

“ 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;

“ Initial Public Offering ” means the initial public offering of the Common Units pursuant to the Registration Statement;

“ 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;

“ Manager ” means Navios Tankers Management Inc., a corporation organized under the laws of the Republic of the Marshall Islands;

“ NMAC ” is defined in the introduction of this Agreement.

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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;

“ Notice Period ” means the term commencing at 12:01 am, New York time, on                     , 2014 and ending at 11:59 pm, New York time on                     , 2016;

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

“ Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of the Buyer dated as of the date hereof;

“ Person ” means an individual, legal personal representative, corporation, body corporate, firm, partnership, trust, trustee, syndicate, joint venture, unincorporated organization or Governmental Authority;

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

“ Registration Statement ” means the registration statement on Form F-1 (File No. 199235) filed with the Securities and Exchange Commission by the Buyer in connection with the Initial Public Offering, as it may be amended;

“ Seller ” is defined in the introduction of this Agreement;

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

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

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ARTICLE II

Purchase and Sale of Shares; Closing

SECTION 2.01 Purchase and Sale of Shares .

(a) The Seller agrees to sell and transfer to the Buyer, and, subject to the provisions of Section 2.01(b), 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.

(b) Notwithstanding the provisions of Section 2.01(a), the Buyer shall not be obligated to purchase the Shares from the Seller unless the Buyer shall have delivered to the Seller at any time during the Notice Period a written notice indicating an affirmative election to purchase the Shares (“ Election Notice ”). The Buyer shall have the sole discretion to determine whether to deliver an Election Notice to the Seller. If, at the expiration of the Notice Period, the Election Notice has not been delivered by the Buyer to the Seller at any time during the Notice Period, then the rights and obligations of the Buyer and the Seller set forth in this Agreement shall expire and terminate.

SECTION 2.02  Closing . On the terms and subject to the conditions of this Agreement, the sale and transfer of the Shares and payment of the Purchase Price shall take place on a date that is agreed upon in writing by the Seller and the Buyer following delivery of the Election Notice (the “ Closing Date ”). The sale and transfer of the Shares is hereinafter referred to as the “ Closing .”

SECTION 2.03  [RESERVED]

SECTION 2.04  Purchase Price for the Shares . At Closing, the Buyer shall pay to the Seller (to such account as the Seller shall nominate) an amount equal to the Fair Market Value, for the Shares (the “ Purchase Price ”).

SECTION 2.05  Payment of the Purchase Price . The Purchase Price will be paid by the Buyer to the Seller by wire transfer of immediately available funds to an account designated in writing by the Seller. The Seller shall give the Buyer written notice five (5) days prior to the expected Closing Date.

ARTICLE III

Representations and Warranties of the Buyer

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

SECTION 3.01  Organization and Limited Partnership Authority . The Buyer is duly formed, validly existing and in good standing under the laws of the Republic of the Marshall Islands, and has all requisite limited partnership power and authority to enter

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into this Agreement and to consummate the transaction contemplated hereby. This Agreement has been duly executed and delivered by the Buyer, has been effectively authorized by all necessary action, limited partnership or otherwise, and constitutes legal, valid and binding obligations of the Buyer. No meeting has been convened or resolution proposed or petition presented and no order has been made to wind up the Buyer.

SECTION 3.02  Agreement Not in Breach of Other Instruments . The execution and delivery of this Agreement, the consummation of the transaction 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 limited partnership 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 transaction contemplated hereby.

SECTION 3.03  No Legal Bar . The Buyer is not prohibited by any order, writ, injunction or decree of any body of competent jurisdiction from consummating the transaction 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 that questions the validity of this Agreement, the transaction contemplated hereby or any action that has been taken by any of the parties in connection herewith or in connection with the transaction contemplated hereby.

SECTION 3.04  [RESERVED]

ARTICLE IV

Representations and Warranties of the Seller

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

SECTION 4.01  Organization and Corporate Authority . The Seller is duly incorporated, validly existing and in good standing under the laws of the Republic of the Marshall Islands, and has all requisite corporate power and authority to enter into this Agreement and to consummate the transaction contemplated hereby. This Agreement has been duly executed and delivered by the Seller, has been effectively authorized by all necessary action, corporate or otherwise, and constitutes legal, valid and binding obligations of the Seller. No meeting has been convened or resolution proposed or petition presented and no order has been made to wind up the Seller.

SECTION 4.02  Agreement Not in Breach of Other Instruments . The execution and delivery of this Agreement, the consummation of the transaction 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

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Incorporation and Bylaws of the Seller, any judgment, decree, order or award of any court, governmental body or arbitrator by which the Seller is bound, or any law, rule or regulation applicable to the Seller.

SECTION 4.03  No Legal Bar . The Seller is not prohibited by any order, writ, injunction or decree of any body of competent jurisdiction from consummating the transaction 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 that questions the validity of this Agreement, the transaction contemplated hereby or any action that has been taken by any of the parties in connection herewith or in connection with the transaction contemplated hereby.

SECTION 4.04  Good and Marketable Title to Shares . The Seller is the registered owner of all of the Shares and now has, and at the Closing will have and convey to the Buyer, good and marketable title to the Shares, free and clear of any and all Encumbrances, other than those arising under the Credit Facility.

SECTION 4.05  Right to Enter Agreement . The Seller has or will have the full right, power and authority to enter into this Agreement and to transfer, convey and sell to the Buyer at Closing 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.

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 and on the Closing Date:

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 [JURISDICTION]. The Vessel Owning Subsidiary has full corporate power and authority to carry on its business as it is now, and has since its incorporation been, conducted, and is entitled to own, lease or operate the properties and assets it now owns, leases or operates and to enter into legal and binding contracts. The Vessel Owning Subsidiary is qualified to do business, is in good standing and has all required and appropriate licenses and authorizations in each jurisdiction in which its failure to obtain or maintain such qualification, good standing, licensing or authorization would have a material adverse effect on the condition (financial or otherwise), assets, properties, business or prospects of such Vessel Owning Subsidiary taken as a whole. No meeting has been convened or resolution proposed or petition presented and no order has been made to wind up the Vessel Owning Subsidiary.

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SECTION 5.02  Capitalization . The Shares consist of the shares listed next to the Vessel Owning Subsidiary listed in Schedule A. The Shares have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total authorized, issued and outstanding capital stock of the Vessel Owning Subsidiary. There are not, and on the Closing Date there will not be, 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 5.03  Organizational Documents . The Seller has supplied to the Buyer true and correct copies of the organizational documents of the Vessel Owning Subsidiary, as in effect on the Closing Date (the “ Organizational Documents ”) and no amendments will be made to the Organizational Documents prior to the Closing Date without the prior written consent of the Buyer (such consent not to be unreasonably withheld).

SECTION 5.04  Agreement Not in Breach of Other Instruments . Neither the execution and delivery of this Agreement nor the consummation of the transaction 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, the Charter or any judgment, decree, order or award of any court, governmental body or arbitrator applicable to the Vessel Owning Subsidiary.

SECTION 5.05  Litigation .

(a) There is no action, suit or proceeding to which the Vessel Owning Subsidiary is a party (either as a plaintiff or defendant) pending before any court or governmental agency, authority or body or arbitrator; there is no action, suit or proceeding threatened against the Vessel Owning Subsidiary; and, to the best knowledge of the Seller, there is no basis for any such action, suit or proceeding;

(b) The Vessel Owning Subsidiary has not been permanently or temporarily enjoined by any order, judgment or decree of any court or any governmental agency, authority or body from engaging in or continuing any conduct or practice in connection with the business, assets, or properties of the Vessel Owning Subsidiary; and

(c) There is not in existence any order, judgment or decree of any court or other tribunal or other agency enjoining or requiring the Vessel Owning Subsidiary to take any action of any kind with respect to its business, assets or properties.

SECTION 5.06  Indebtedness to and from Officers, etc . The Vessel Owning Subsidiary will not be indebted, directly or indirectly, to any person who is an officer, director, stockholder or employee of any of the Seller or any spouse, child, or other

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relative or any affiliate of any such person, nor shall any such officer, director, stockholder, employee, relative or affiliate be indebted to the Vessel Owning Subsidiary.

SECTION 5.07  Personnel . The Vessel Owning Subsidiary has no employees other than the crew serving on board the Vessel, to the extent such crew members are not directly employed by the Manager.

SECTION 5.08  Contracts and Agreements . All material contracts and agreements, written or oral, to which the Vessel Owning Subsidiary is a party or by which any of its assets are bound, including the Charter (the “ Contracts ”), have been disclosed to the Buyer. No other contracts will be entered into by the Vessel Owning Subsidiary prior to the Closing Date without the prior consent of the Buyer (such consent not to be unreasonably withheld).

(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 that 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 that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any other party to any of the Contracts.

SECTION 5.09  Compliance with Law . The conduct of business by the Vessel Owning Subsidiary on the date hereof does not violate any laws, statutes, ordinances, rules, regulations, decrees, orders, permits or other similar items in force on the date hereof (including, but not limited to, any of the foregoing relating to employment discrimination, environmental protection or conservation) of any country, province, state or other governing body, the enforcement of which would materially and adversely affect the business, assets, condition (financial or otherwise) or prospects of the Vessel Owning Subsidiary taken as a whole, nor has the Vessel Owning Subsidiary received any notice of any such violation.

SECTION 5.10 No Undisclosed Liabilities . Other than the legal fees relating to the registration of the Vessel with the relevant flag state, the Vessel Owning Subsidiary (or the Vessel owned by it) has no other 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).

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SECTION 5.11  Disclosure of Information . The Seller has disclosed to the Buyer all material information on, and about, the Vessel Owning Subsidiary and the Vessel and all such information is true, accurate and not misleading in any material respect. Nothing has been withheld from the material provided to the Buyer that would render such information untrue or misleading.

ARTICLE VI

Representations and Warranties of the Seller regarding the Vessel

The Seller represents and warrants to the Buyer that at the Closing Date:

SECTION 6.01  Title to Vessel . The Vessel Owning Subsidiary is the registered owner of the Vessel.

SECTION 6.02  No Encumbrances . The Vessel Owning Subsidiary and the Vessel are free of all Encumbrances.

SECTION 6.03  Condition . The Vessel is (i) adequate and suitable for use by the Vessel Owning Subsidiary in its business 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 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) in compliance in all material respects with the requirements of its class and classification society; and (vi) all class certificates of the Vessel will be 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 Article VI, it is acquiring the Vessel on an “as is, where is” basis.

ARTICLE VII

Pre-Closing Matters

SECTION 7.01  Covenants of the Seller Prior to the Closing . From the date of this Agreement to the Closing Date, Seller shall cause the Vessel Owning Subsidiary to conduct its businesses in the usual, regular and ordinary course in substantially the same manner as previously conducted. The Seller shall not, and shall not permit the Vessel Owning Subsidiary to, take any action that would result in any of the conditions to the purchase and sale of Shares set forth in Article VIII not being satisfied. In addition, the Seller hereby agrees and covenants that it:

(a) shall cooperate with the Buyer and use its reasonable best efforts to obtain, at or prior to the Closing Date, any consents required in respect of the transfer of the rights and benefits under the Contracts;

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(b) shall use its reasonable best efforts to take or cause to be taken promptly all actions and to do or cause to be done all things necessary, proper and advisable to consummate and make effective as promptly as practicable the transaction contemplated by this Agreement and to cooperate with the Buyer in connection with the foregoing, including using all reasonable best efforts to obtain all necessary consents, approvals and authorizations from each Governmental Authority and each other Person that are required to consummate the transaction contemplated under this Agreement;

(c) shall take or cause to be taken all necessary corporate action, steps and proceedings to approve or authorize validly and effectively the purchase and sale of the Vessel Owning Subsidiary and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby;

(d) shall not amend, alter or otherwise modify or permit any amendment, alteration or modification of any material provision of or terminate the Charter of the Vessel Owning Subsidiary without the prior written consent of the Buyer, not to be unreasonably withheld or delayed;

(e) shall not exercise or permit any exercise of any rights or options contained in the Charter, without the prior written consent of the Buyer, not to be unreasonably withheld or delayed;

(f) shall observe and perform in a timely manner, all of its covenants and obligations under its Charter; and

(g) shall not cause or, to the extent reasonably within its control, permit any Encumbrances to attach to the Vessel other than those previously disclosed to the Buyer.

SECTION 7.02  Covenant of the Buyer Prior to the Closing . The Buyer hereby agrees and covenants that during the period of time after the date of the Agreement and prior to the Closing Date, the Buyer shall, in respect of the Shares to be transferred on the Closing Date, take, or cause to be taken, all necessary corporate action, steps and proceedings to approve or authorize validly and effectively the purchase and sale of the Vessel Owning Subsidiary and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby.

ARTICLE VIII

Conditions Of Closing

SECTION 8.01  Conditions of the Seller . The obligation of the Seller to sell is subject to the satisfaction (or waiver by the Seller) on or prior to the Closing Date of the following conditions:

(a) the representations and warranties of the Buyer made in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on

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the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date);

(b) the Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Buyer by the Closing Date;

(c) no legal or regulatory action or proceeding shall be pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the Shares;

(d) all proceedings to be taken in connection with the transaction contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Seller, and the Seller shall have received copies of all such documents and other evidence as it may reasonably request in order to establish the consummation of such transaction and the taking of all proceedings in connection therewith.

SECTION 8.02  Conditions of the Buyer . The obligation of the Buyer to purchase and pay for the Shares is subject to the satisfaction (or waiver by the Buyer) on or prior to the Closing Date of the following conditions:

(a) the representations and warranties of the Seller in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date);

(b) the Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Seller by the Closing Date;

(c) no legal or regulatory action or proceeding shall be pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the Shares;

(d) the Buyer shall have obtained the funds necessary to consummate the purchase and sale of the Shares, to refinance all indebtedness the Buyer is required to refinance as a result of the purchase and sale of the Shares and to pay all related fees and expenses;

(e) the Buyer shall have received written consents from all third parties necessary or appropriate to effect the purchase and sale of the Shares, other than such consents the absence of which, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the condition (financial or otherwise),

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assets, properties, business or prospects of the Vessel Owning Subsidiary taken as a whole;

(f) the Buyer shall have delivered the Election Notice to the Seller during the Notice Period; and

(g) all proceedings to be taken in connection with the transaction contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Buyer and its counsel, and the Buyer shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transaction and the taking of all proceedings in connection therewith.

ARTICLE IX

Termination, Amendment and Waiver

SECTION 9.01  Termination of Agreement . Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the purchase and sale of the Vessel Owning Subsidiary contemplated by this Agreement abandoned at any time prior to the Closing:

(a) by mutual written consent of the Seller and the Buyer;

(b) without any further action by either the Buyer or the Seller if, at the expiration of the Notice Period, the Election Notice has not been delivered by the Buyer to the Seller at any time during the Notice Period;

(c) by the Seller if any of the conditions set forth in Section 8.01 shall have become incapable of fulfillment, and shall not have been waived by the Seller; or

(d) by the Buyer if any of the conditions set forth in Section 8.02 shall have become incapable of fulfillment, and shall not have been waived by the Buyer.

provided , however , that the party seeking termination pursuant to clause (c) or (d) is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

SECTION 9.02 [RESERVED]

SECTION 9.03  Amendments and Waivers . This Agreement may not be amended except by an instrument in writing signed on behalf of each parties hereto. By an instrument in writing the Buyer, on the one hand, or the Seller, on the other hand, may waive compliance by the other with any term or provision of this Agreement that such other party was or is obligated to comply with or perform.

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ARTICLE X

Indemnification

SECTION 10.01  Indemnity by the Seller . The Seller shall be liable for, and shall indemnify the Buyer and each of its 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, breach of any representation or warranty, or a failure to perform or observe fully 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; or

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

SECTION 10.02  Indemnity by the Buyer . The Buyer shall indemnify the Seller and its affiliates 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, breach of any representation or warranty, or a failure to perform or observe fully 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 XI

Miscellaneous

SECTION 11.01  Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of the Marshall Islands applicable to contracts made and to be performed wholly within such jurisdiction without giving effect to conflict of law principles thereof, except to the extent that it is mandatory that the law of some other jurisdiction, wherein the Vessel is located, shall apply.

SECTION 11.02  Counterparts . This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument.

SECTION 11.03  Complete Agreement . This Agreement and Schedule hereto contain the entire agreement between the parties hereto with respect to the transaction contemplated herein and, except as provided herein, supersede all previous oral and

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written and all contemporaneous oral negotiations, commitments, writings and understandings.

SECTION 11.04  Interpretation . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 11.05  Severability . If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any governmental body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid, and an equitable adjustment shall be made and necessary provision added so as to give effect, as nearly as possible, to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.

SECTION 11.06  Third Party Rights . 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 11.07  Notices . Any notice, claim or demand in connection with this Agreement shall be delivered to the parties at the following addresses (or at such other address or facsimile number for a party as may be designated by notice by such party to the other party):

(a) if to Aegean Sea Maritime Holdings Inc., as follows:

c/o Navios Tankers Management Inc., 85 Akti Miaouli Street, Piraeus, Greece 185 38

Attention: Villy Papaefthymiou

Facsimile: +30 (210) 417-[        ]

(b) if to Navios Maritime Midstream Partners L.P., as follows:

c/o Navios Tankers Management Inc., 85 Akti Miaouli Street, Piraeus, Greece 185 38

Attention: Villy Papaefthymiou

Facsimile: +30 (210) 417-[        ]

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.

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[Remainder of page intentionally left blank. Signature page follows. ]

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IN WITNESS HEREOF, each of the parties hereto has caused this Agreement to be signed as of the date first above written.

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SCHEDULE A

VESSEL OWNING SUBSIDIARY, CAPITALIZATION, VESSEL AND CHARTER

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