Common use of Exercise of the Over-Allotment Option Clause in Contracts

Exercise of the Over-Allotment Option. In the event the Underwriters exercise their over-allotment option, (a) the MLP shall issue to Navios Maritime up to 1,500,000 additional Common Units which Navios Maritime, through the Underwriters and pursuant to the Purchase Agreement, will sell to the public in exchange for $[ ] (the “Over-Allotment Proceeds”) and (b) the MLP shall redeem from Navios Marine and Navios Marine will transfer to the MLP such number of Subordinated Units equal to the number of Common Units for which the Underwriters exercised their overallotment option. Navios Maritime will use part of the Over-Allotment Proceeds to [(a) pay the underwriting discounts and commissions and the advisory fee payable to [▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated] of $[ ] and (b) pay other transaction expenses incurred by Navios Maritime in connection with the exercise of the over-allotment option] (the Over-Allotment Proceeds remaining after deducting the amounts described in this section 3.01 shall constitute the “Net Over-Allotment Proceeds”). Navios Maritime will retain the Net Over-Allotment Proceeds, if any, and use such proceeds to repay indebtedness or for general corporate purposes.

Exercise of the Over-Allotment Option. In the event the Underwriters exercise their over-allotment option, (a) the MLP shall issue to Navios Maritime up to 1,500,000 additional Common Units which Navios Maritime, through the Underwriters and pursuant to the Purchase Agreement, will sell to the public in exchange for $[ [_________] (the “Over-Allotment Proceeds”) and (b) the MLP shall redeem from Navios Marine and Navios Marine will transfer to the MLP such number of Subordinated Units equal to the number of Common Units for which the Underwriters exercised their overallotment option. Navios Maritime will use part of the Over-Allotment Proceeds to [(a) pay the underwriting discounts and commissions and the advisory fee payable to [▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated] of $[ [___________] and (b) pay other transaction expenses incurred by Navios Maritime in connection with the exercise of the over-allotment option] (the Over-Allotment Proceeds remaining after deducting the amounts described in this section 3.01 shall constitute the “Net Over-Allotment Proceeds”). Navios Maritime will retain the Net Over-Allotment Proceeds, if any, and use such proceeds to repay indebtedness or for general corporate purposes.