UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS

FILED PURSUANT TO § 240.13D-1(A) AND

AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(A)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 26)

Capital Product Partners L.P.

(Name of Issuer)

Common units, representing limited partner interests

(Title of Class of Securities)

Y11082206

(CUSIP Number)

Gerasimos (Jerry) Kalogiratos

Capital Maritime & Trading Corp.

3 Iassonos Street

Piraeus, 18537, Greece

Tel: +30 210 458-4950

with a copy to:

Richard A. Pollack

Sullivan & Cromwell LLP

1 New Fetter Lane

London, EC4A 1AN

Tel: +44-20-7959-8900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 8, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

This Amendment No. 26 amends and supplements the disclosures in Items 2 and 4 of the Schedule 13D (the “Schedule 13D”) filed with the SEC on April 4, 2008, as amended by amendments thereto filed on October 6, 2023, September 29, 2023, June 21, 2023, May 26, 2023, October 17, 2022, August 8, 2022, April 4, 2022, December 21, 2021, December 7, 2021, October 18, 2021, September 22, 2020, September 10, 2020, May 1, 2019, December 14, 2018, December 3, 2018, April 23, 2015, September 29, 2014, March 29, 2013, June 13, 2012, May 31, 2012, October 26, 2011, October 5, 2011, May 9, 2011, February 26, 2009, and April 30, 2008, relating to the Common Units of the Issuer, a limited partnership organized under the laws of the Republic of the Marshall Islands. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.

Item 2. Identity and Background.

This Schedule 13D is jointly filed by Capital Maritime & Trading Corp. (“Capital Maritime”), Evangelos M. Marinakis and Miltiadis E. Marinakis (collectively, the “Reporting Persons”).

The principal business office and address of each Reporting Person is c/o Capital Maritime, 3 Iassonos Street Piraeus, 18537, Greece.

Mr. Evangelos M. Marinakis is the chairman and a director of Capital Maritime.

Mr. Miltiadis E. Marinakis is the son of Mr. Evangelos M. Marinakis. Although not engaged in day-to-day management, Mr. Miltiadis E. Marinakis holds and oversees certain shipping interests on behalf of the Marinakis family.

Capital Maritime is a corporation incorporated in the Marshall Islands. The principal business of Capital Maritime consists of shipping and transportation services.

Capital Gas is a corporation incorporated in the Marshall Islands. The principal business of Capital Gas consists of shipping and transportation services.

The name, position, address and citizenship of the directors and executive officers of Capital Maritime are set forth on Schedule A attached hereto, and are incorporated herein by reference.

During the past five years, none of the Reporting Persons, and to the best of their knowledge, none of the Reporting Persons’ directors or executive officers (as applicable) (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Purpose of Transaction.

Item 3 is hereby amended and supplemented by adding the following:

On August 28, 2023, Capital Maritime acquired 1,000 Common Units, in open market transactions, for an average price of $14.90 per Common Unit.

The source of funds used for this transaction was working capital of Capital Maritime. The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented to include the following:

On November 8, 2023, Capital Maritime delivered to the Issuer a proposal for the Issuer to acquire the vessel-owning companies of 11 newbuild liquefied natural gas carrier (“LNG/C”) vessels (the “Vessels”) from Capital Maritime or its subsidiaries and to take certain other actions.

On November 13, 2023, Capital Maritime, the General Partner and the Issuer entered into an Umbrella Agreement (the “Umbrella Agreement”), pursuant to which Capital Maritime, the General Partner and the Issuer agreed, among other things, that the Issuer shall acquire the Vessels from Capital Maritime for an aggregate acquisition price for the Issuer of $3,130,000,000 and shall take certain other post-closing actions, including (i) changing the name of the Issuer from “Capital Product Partners L.P.” to “Capital New Energy Carriers L.P.”, (ii) committing to negotiate to agree procedures for the conversion of the Issuer from a Marshall Islands limited partnership to a corporation with customary corporate governance and (iii) committing to explore, following the closing of the Umbrella Agreement, the disposition of the Issuer’s container vessels and the Issuer’s abstention from acquiring additional container vessels. In addition, Capital Maritime agreed to grant to the Issuer, beginning on the closing date of the Umbrella Agreement, certain rights of first refusal over transfers and employment of certain LNG/C vessels and certain other vessels recently ordered by Capital Maritime.

To finance a portion of the purchase price for the Vessels, the Issuer agreed to distribute to holders of Common Units on November 24, 2023 (the “Record Date”) rights to purchase Common Units (the “Rights”) at a price per Common Unit equal to the greater of (x) $14.25 and (y) 95% of the volume weighted average price of the Common Units trading on the Nasdaq Global Select Market (“Nasdaq”) for the period from the second business day after the public announcement of the transactions contemplated by the Umbrella Agreement through and including the last trading day immediately prior to the Record Date; provided that such price shall not be greater than $14.50 (the “Rights Offering Price”) (such offering, the “Rights Offering”). Pursuant to the Umbrella Agreement, Capital Maritime and the Issuer also agreed to enter into a Standby Purchase Agreement (the “Standby Purchase Agreement”), pursuant to which Capital Maritime has agreed to purchase from the Issuer, at the Rights Offering Price, the number of Common Units offered pursuant to the Rights Offering that are not issued pursuant to existing unitholders’ exercise of their Rights. Capital Maritime also agreed to issue to the Issuer an unsecured seller’s credit in an amount up to $220,000,000 to finance a portion of the purchase price for the Vessels (the “Seller’s Credit Agreement”).

The Issuer’s entry into the Umbrella Agreement and the transactions contemplated thereby were approved by the conflicts committee of the Issuer (the “Conflicts Committee”) and the board of directors of the Issuer on November 12, 2023, and the issuance of Common Units pursuant to exercise of the Rights was approved by the General Partner, as general partner of the Issuer, on November 12, 2023.

Further details on the transactions contemplated by the Umbrella Agreement are set out below.

Vessel Acquisitions

On the closing date of the Umbrella Agreement, Capital Maritime and the Issuer have agreed to enter into 11 share purchase agreements, pursuant to which the Issuer and/or a wholly owned subsidiary of the Issuer will acquire 100% of the equity interests of each of the Capital Maritime subsidiaries that have contracted to acquire the Vessels. Set forth below is summary information concerning the Vessels. Each vessel will have a capacity of 174,000 Cubic Meters and was built or is under construction at Hyundai Heavy Industries Co., LTD and Hyundai Samho Heavy Industries Co. Ltd., South Korea (collectively, the “Shipyard”). The total aggregate acquisition price for the Vessels is $3,130,000,000 of which $2,023,783,016 will be paid to Capital Maritime.

Amore Mio I

The LNG/C Amore Mio I was delivered on October 31, 2023 under a bareboat charter to OMEGA GAS CARRIERS CORP. as disponent owner. Upon the closing of the Umbrella Agreement, Capital Maritime and the Issuer will enter into a share purchase agreement (the “AMI Share Purchase Agreement”), pursuant to which the Issuer will acquire 100% of the equity interests of OMEGA GAS CARRIERS CORP and the Issuer will replace Capital Maritime as guarantor of the performance of OMEGA GAS CARRIERS CORP. under the bareboat charter. Subject to the satisfaction of the terms and conditions of the AMI Share Purchase Agreement, the AMI Share Purchase Agreement is expected to close on or shortly after the closing of the Umbrella Agreement. On the date of closing of the AMI Share Purchase Agreement, the Issuer will pay to Capital Maritime the acquisition price for the LNG/C Amore Mio I and OMEGA GAS CARRIERS CORP. will enter into a commercial and technical management agreement with Capital Gas Ship Management Corp. (“Capital Gas Management”), substantially on the same terms as the Issuer’s existing floating management agreement with Capital Gas Management.

Initial Vessels

The Vessels listed in the summary table above under the heading “Initial Vessels” (the “Initial Vessels”) are expected to be delivered by the Shipyard between January 2024 and March 2026. Upon the closing of the Umbrella Agreement, Capital Maritime and the Issuer will enter into six share purchase agreements (each an “Initial Vessels Share Purchase Agreement”), pursuant to which the Issuer will acquire 100% of the equity interests of each of the vessel-owning companies of the Initial Vessels. Subject to the satisfaction of the terms and conditions of each Initial Vessels Share Purchase Agreement, each Initial Vessels Share Purchase Agreement is expected to close on or shortly after the date on which the applicable Initial Vessel is delivered to Capital Maritime. Subject to the closing of the Umbrella Agreement, on the date of such closing, the Issuer will pay to Capital Maritime a deposit in the amount of 10% of the aggregate acquisition price of the Initial Vessels. The remainder with respect to each Initial Vessel will be paid upon delivery of such vessel and closing of the applicable Initial Vessels Share Purchase Agreement. On or before the closing date of each Initial Vessels Share Purchase Agreement, each Initial Vessel-owning subsidiary will enter into a commercial and technical management agreement with Capital Gas Management, substantially on the same terms as the Issuer’s existing floating management agreement with Capital Gas Management.

Remaining Vessels

The Vessels listed in the summary table above under the heading “Remaining Vessels” (the “Remaining Vessels”) are expected to be delivered by the Shipyard between September 2026 and March 2027. Upon the closing of the Umbrella Agreement, Capital Maritime and the Issuer will enter into four share purchase agreements (each a “Remaining Vessels Share Purchase Agreement”), pursuant to which the Issuer will acquire 100% of the equity interests of each of the vessel-owning companies of the Remaining Vessels. Subject to the satisfaction of the terms and conditions of each Remaining Vessels Share Purchase Agreement, each Remaining Vessels Share Purchase Agreement is expected to close on or shortly after closing of the Umbrella Agreement. Subject to the closing of the Umbrella Agreement, on the date of such closing, the Issuer will pay to Capital Maritime the aggregate acquisition price for the Remaining Vessels. Following the closing, the Issuer will be responsible for payments to the Shipyard in respect of the Remaining Vessels in accordance with the terms and conditions of the shipbuilding contracts in respect of the Remaining Vessels. Upon the closing of the Umbrella Agreement, the Issuer will also enter into Supervision Agreements with Capital Gas Management, pursuant to which Capital Gas Management will supervise the performance of the design, building, equipment, completion and delivery by the shipyard of the Remaining Vessels for a fee of $1,500,000 per vessel. On or before the date that each Remaining Vessels is delivered by the Shipyard, each Remaining Vessel-owning subsidiary will enter into a commercial and technical management agreement with Capital Gas Management, substantially on the same terms as the Issuer’s existing floating management agreement with Capital Gas Management.

Rights Offering

The Issuer agreed to conduct the Rights Offering in order to finance a portion of the purchase price for the Vessels. Pursuant to the Umbrella Agreement, the Issuer agreed to distribute, on November 27, 2023, to holders of Common Units on the Record Date, Rights to purchase Common Units at the Rights Offering Price. The Rights will not be transferable. The Issuer agreed to raise $500,000,000 in the Rights Offering. Pursuant to the Umbrella Agreement, all of the proceeds that the Issuer receives from the Rights Offering and the Standby Purchase Agreement will be used to finance a portion of the purchase price for the Vessels.

Standby Purchase Agreement

Capital Maritime and the Issuer agreed to enter into the Standby Purchase Agreement on the business day immediately prior to the launch of the Rights Offering. Pursuant to the Standby Purchase Agreement, Capital Maritime has agreed to purchase from the Issuer, subject to the satisfaction or waiver of certain conditions, including the timely completion of the Rights Offering, at the Rights Offering Price, in a private offering to be closed after the conclusion of the Rights Offering, the remaining Common Units that are not purchased through the exercise of Rights. If no unitholders exercise their Rights in the Rights Offering, Capital Maritime will purchase all of the Common Units offered pursuant to the Rights Offering.

There will be no standby purchase fee payable to Capital Maritime pursuant to the Standby Purchase Agreement.

Capital Maritime’s purchase of all of the remaining Common Units that are not purchased through the exercise of Rights in the Rights Offering is expected to significantly increase the percentage of Common Units owned by the Reporting Persons relative to the ownership percentage of the Issuer’s other unitholders.

Capital Maritime’s obligations under the Standby Purchase Agreement will be subject to customary conditions, including the following: (i) the representations and warranties of the Issuer contained in the Standby Purchase Agreement shall be true and correct in all material respects as of the closing date of the Standby Purchase Agreement with the same force and effect as if made on and as of such closing date; (ii) all covenants and agreements contained in the Standby Purchase Agreement to be performed by the Issuer shall have been performed and complied with in all material respects; (iii) no judgment, injunction, decree, regulatory proceeding or other legal restraint shall prohibit, or have the effect of rendering unachievable, the consummation of the Rights Offering or the transactions contemplated by the Standby Purchase Agreement; and (iv) timely completion of the Rights Offering, which subscription period shall be no longer than 16 calendar days following the commencement of the Rights Offering, in accordance with the terms and conditions set forth in the Standby Purchase Agreement and the prospectus supplement for the Rights Offering.

Pursuant to the Umbrella Agreement, the registration and indemnification rights provided for in Section 7.19 of the Partnership Agreement shall apply to any Common Units issued pursuant to the Standby Purchase Agreement and/or acquired by Capital Maritime or its affiliates in the Rights Offering (and may be assigned, in whole or in part, in accordance with clause (e) of Section 7.19 of the Partnership Agreement). In addition, no later than 30 days after a written request by Capital Maritime which may be made beginning on the date that is six months following the closing date of the Umbrella Agreement (or such earlier time as may be agreed by the Conflicts Committee), the Issuer shall prepare and file with the SEC a registration statement under the Securities Act of 1933, as amended, on Form F-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, which covers all Common Units issued pursuant to the Standby Purchase Agreement and/or acquired by Capital Maritime or its affiliates in the Rights Offering (the “Shelf Registration Statement”), and shall use reasonable best efforts to cause such Shelf Registration Statement to become effective and remain effective pursuant to Section 7.19 of the Partnership Agreement. For the avoidance of doubt, the provisions of Section 7.19 of the Partnership Agreement shall apply to sales of Common Units pursuant to such Shelf Registration Statement. At any time and from time to time that the Shelf Registration Statement is effective, if Capital Maritime requests, the Issuer shall as promptly as practicable amend or supplement the Shelf Registration Statement to add a holder of such Common Units as a selling securityholder in such Shelf Registration Statement.

The Standby Purchase Agreement may be terminated at any time by mutual written agreement of the Issuer and Capital Maritime. Capital Maritime may terminate the Standby Purchase Agreement if the Issuer materially breaches its obligations under the Standby Purchase Agreement and such breach is not cured within 20 business days following written notice to the Issuer. The Issuer may terminate the Standby Purchase Agreement (i) if consummation of the Rights Offering and/or the transactions contemplated by the Standby Purchase Agreement is prohibited by applicable law, rules or regulations, or (ii) if Capital Maritime materially breaches its obligations under the Standby Purchase Agreement and such breach is not cured within 20 business days following written notice to Capital Maritime. Either of Capital Maritime or the Issuer may terminate the Standby Purchase Agreement if the transactions contemplated by the Standby Purchase Agreement are not consummated by January 18, 2024 through no fault of the terminating party.

Seller’s Credit Agreement

Capital Maritime agreed to issue to the Issuer on the closing date of the Umbrella Agreement an unsecured seller’s credit in an amount up to $220,000,000 to finance a portion of the purchase price for the Vessels. The Seller’s Credit Agreement will provide that the seller’s credit will bear interest at a rate of 7.5% per annum and will have a maturity date of June 30, 2027. The Seller’s Credit Agreement will contain customary cross-default provisions. In addition, the Seller’s Credit Agreement will contain a covenant requiring the Issuer to prepay any amount drawn under the Seller’s Credit Agreement on a quarterly basis beginning on March 31, 2027 by an amount equal to the excess over $75,000,000 of the Issuer’s cash and cash equivalents that are freely available to the Issuer and able to be used by the Issuer for its general corporate purposes, less any actual or contemplated dividends or other distributions as at each applicable quarter end date. The Seller’s Credit will also contain a covenant requiring the Issuer to prepay any amount drawn under the Seller’s Credit Agreement upon receipt of any new debt proceeds by the Issuer and/or its subsidiaries in an amount equal to the net cash proceeds received by the Issuer and/or its subsidiaries after deducting fees, costs and expenses and after deducting the amount of such proceeds that have been used to refinance any existing indebtedness of the Issuer and its subsidiaries.

Rights of First Refusal

Capital Maritime agreed to grant to the Issuer, beginning on the closing date of the Umbrella Agreement, rights of first refusal over (i) transfers of LNG/C vessels owned by Capital Maritime to third-parties, opportunities to order newbuild LNG/C vessels of which Capital Maritime becomes aware and employment opportunities for LNG/C vessels of which Capital Maritime becomes aware, in each case, for a period ending on the tenth anniversary of the closing date of the Rights Offering, (ii) transfers to third parties of two certain liquid CO2 carriers and two certain ammonia carriers recently ordered by Capital Maritime (the “New Energy Vessels”) for a period ending on the earlier of (x) with respect to each New Energy Vessel, the date on which such New Energy Vessel is delivered to Capital Maritime and (y) the date on which Capital Maritime and its affiliates no longer beneficially own at least 25% of the issued and outstanding Common Units and (iii) if the Issuer acquires a New Energy Vessel from Capital Maritime, employment opportunities for such New Energy Vessel of which Capital Maritime becomes aware, for a period ending on the date on which Capital Maritime and its affiliates no longer beneficially own at least 25% of the issued and outstanding Common Units.

Name Change and Business Focus

Subject to the terms and conditions of the Umbrella Agreement, the Issuer agreed to publicly announce, as soon as practicable following the signing date of the Umbrella Agreement, that (i) the Issuer and the General Partner shall change the name of the Issuer from “Capital Product Partners L.P.” to “Capital New Energy Carriers L.P.” by or before December 31, 2023 and (ii) the Issuer will explore the disposition of its container vessels and abstain from acquiring additional container vessels after the closing of the Umbrella Agreement. These provisions of the Umbrella Agreement constitute a statement of intent only and do not require the Issuer actually to dispose of its container vessels or to abstain from acquiring additional containers vessels.

Corporate Conversion

Subject to the terms and conditions of the Umbrella Agreement, following the closing date of the Umbrella Agreement, the Issuer, acting through the Conflicts Committee, and the General Partner shall in good faith negotiate and jointly work with tax and other advisors to agree to mutually acceptable terms for the conversion of the Issuer from a Marshall Islands master limited partnership to a corporation with customary corporate governance provisions and, subject to reaching such agreement, shall use their reasonable best efforts to cause such conversion to have been completed within six months of the closing date of the Umbrella Agreement.

Netting

The Umbrella Agreement and the Standby Purchase Agreement permit the Issuer and Capital Maritime to net payments due to each other under the transactions contemplated by the Umbrella Agreement, including the Vessel acquisitions, the Rights Offering and the Standby Purchase Agreement.

Conditions to Closing

The Issuer’s, Capital Maritime’s and the General Partner’s obligations under the Umbrella Agreement are subject to customary closing conditions, including that there be no material adverse change in the business, financial position and prospects of the Issuer.

Termination

The Umbrella Agreement may be terminated at any time by the mutual consent of the Issuer, Capital Maritime and the General Partner.

Either Capital Maritime or the Issuer may terminate the Umbrella Agreement if (i) the closing date of the Rights Offering has not occurred on or before January 18, 2024, (ii) any governmental authority has issued a statute, rule, order, decree or regulation or taken any other action, in each case permanently restraining, enjoining or otherwise prohibiting any of the transactions contemplated by the Umbrella Agreement, (iii) there has been a material breach of or any material inaccuracy in any of the representations or warranties set forth in the Umbrella Agreement on the part of the other party, which breach is not cured within 30 days following receipt by the breaching party of written notice of such breach from the terminating party, (iv) there has been a material breach of any of the covenants or agreements set forth in the Umbrella Agreement on the part of the other party, which breach is not cured within 30 days following receipt by the breaching party of written notice of such breach from the terminating party, or (v) there has occurred a Material Adverse Change or (A) a suspension or material limitation in trading in securities generally on Nasdaq; (B) a suspension or material limitation in trading in the Common Units on Nasdaq; (C) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (E) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E) in the judgment of Capital Maritime or the Issuer makes it impracticable or inadvisable to proceed with the transactions contemplated by the Umbrella Agreement.

The description of the Umbrella Agreement contained in this Item 4 is not intended to be complete and is qualified in its entirety by reference to the Umbrella Agreement, the full text of which is filed as Exhibit I hereto.

The information set forth in Item 3 of this Schedule 13D is hereby incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: November 13, 2023

SCHEDULE A

Directors and Executive Officers of Capital Maritime:

Exhibit I

EXECUTION VERSION

UMBRELLA AGREEMENT

by and among

CAPITAL MARITIME & TRADING CORP.

CAPITAL GP L.L.C.

and

CAPITAL PRODUCT PARTNERS L.P.

November 13, 2023

TABLE OF CONTENTS

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THIS UMBRELLA AGREEMENT (this “Agreement”) is made and entered into as of November 13, 2023 by and among Capital Maritime & Trading Corp., a Marshall Islands corporation (“Capital Maritime”), Capital GP L.L.C., a Marshall Islands limited liability company (“Capital GP”), and Capital Product Partners L.P., a Marshall Islands limited partnership (“CPLP”). Each of Capital Maritime, Capital GP and CPLP is individually referred to from time to time herein as a “Party.”

RECITALS

WHEREAS, the Parties have agreed on the acquisition of certain vessels by CPLP from Capital Maritime (through, in each case, the acquisition by CPLP or its wholly owned subsidiaries of 100% of the Equity Interests (as defined below) of Omega Gas Carriers Corp. and each other relevant CM Subsidiary (as defined below) that owns or has contracted to acquire the relevant Vessel (as defined below)), in each case subject to the terms and conditions set forth herein;

WHEREAS, Exhibit 1.1(a) sets forth (a) the Vessels to be acquired by CPLP, (b) each CM Subsidiary that is the bareboat charterer of (in the case of Omega Gas Carriers Corp., as disponent owner of the LNG/C Amore Mio I), or has contracted to acquire, such Vessel and is a party to the related Shipbuilding Contract (as defined below), is or will be, where applicable, party to a Charter (as defined below) with respect to such Vessel and is or will be, where applicable, party to a Financing Commitment (as defined below), (c) the Shipbuilding Contract, where applicable, the Charter (or the recap terms of the Charter to be entered into), where applicable, and the Financing Commitment associated with each Vessel, where applicable, (d) the contractual delivery date and expected or actual delivery date of each Vessel, (e) the Acquisition Price (as defined below) pursuant to the applicable Share Purchase Agreement (as defined below) for 100% of the Equity Interests in each CM Subsidiary that owns (in the case of Omega Gas Carriers Corp., as disponent owner of the LNG/C Amore Mio I) or has contracted to acquire a Vessel and related assets, and (f) the aggregate Closing Amount (as defined below) to be paid by CPLP on the Closing Date (as defined below) as provided for herein;

WHEREAS, to finance a portion of the Closing Amount, the Parties have agreed that CPLP shall conduct the Rights Offering (as defined below) and that Capital Maritime shall enter into the Standby Purchase Agreement to purchase 100% of any Common Units (as defined below) in respect of Rights (as defined below) that remain unexercised after completion of the Rights Offering at the Rights Offering Price (as defined below);

WHEREAS, in connection with the Rights Offering contemplated herein, Capital GP has approved, pursuant to Section 5.5 of the Second Amended and Restated Limited Partnership Agreement of CPLP, as amended, the issuance of Common Units to (a) CPLP’s unitholders pursuant to the Rights and (b) Capital Maritime pursuant to the Standby Purchase Agreement;

WHEREAS, in connection with the Vessel acquisitions contemplated herein, Capital Maritime has agreed to issue to CPLP, directly or indirectly through a wholly-owned subsidiary of Capital Maritime, an unsecured seller’s credit in an amount equal to $220,000,000.00;

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WHEREAS, in connection with the Vessel acquisitions contemplated herein, (a) Capital Maritime has agreed to grant to CPLP certain rights of first refusal over opportunities related to liquefied natural gas carriers (“LNG/Cs”) and certain other vessels recently ordered by Capital Maritime, (b) CPLP and Capital GP have agreed to change the name of CPLP and the Board (as defined below) has approved such change, (c) CPLP and Capital GP have agreed to jointly consider the conversion of CPLP from a Marshall Islands master limited partnership to a corporation and (d) CPLP has agreed, and the Board has approved, to publicly announce CPLP’s intent to explore, following the Closing Date, the disposition of its container ships and to abstain from acquiring additional container ships;

WHEREAS, the Conflicts Committee (as defined below) met to consider the Transactions (as defined below) and the Post-Closing Actions (as defined below) and, in that context, received an opinion from Evercore Group L.L.C. as to the fairness from a financial point of view to CPLP of the aggregate of the Acquisition Prices to be paid by CPLP pursuant to the Share Purchase Agreements for the Vessel Acquisitions, and determined that the Transactions and the Post-Closing Actions are in the best interest of, and fair and reasonable to, CPLP and its common unitholders exclusive of Capital GP and its Affiliates (as defined below);

WHEREAS, the Board met to consider the Transactions and the Post-Closing Actions and determined that the Transactions and the Name Change are in the best interest of, and fair and reasonable to, CPLP and its common unitholders exclusive of Capital GP and its Affiliates; and

WHEREAS, the Parties desire to make certain representations, warranties and agreements in connection with the Transaction and also to prescribe various conditions to the Transactions.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, and intending to be legally bound, the Parties hereby agree as follows:

AGREEMENTS

ARTICLE I

DEFINITIONS

1.1 Definitions. In addition to the terms defined in the body of this Agreement, capitalized terms used herein shall have the respective meanings given to them as follows:

(a) “Acquisition Price” means, with respect to a Vessel, the acquisition price to be paid pursuant to the applicable Share Purchase Agreement for 100% of the Equity Interests in each CM Subsidiary that has contracted to acquire (in the case of all other Vessels except the LNG/C Amore Mio I) such Vessel and related assets, as specified on Exhibit 1.1(a).

(b) “Action” means any pending or completed action, appeal, petition, plea, charge, complaint, claim, suit, demand, proceeding, litigation, hearing, inquiry, arbitration, mediation, investigation, audit, or similar event, occurrence, or proceeding by or before any Governmental Authority, whether civil, criminal, administrative, arbitrative or investigative.

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(c) “Affiliate” means, with respect to any relevant Person, any other Person, that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the relevant Person. Notwithstanding the foregoing, solely for the purposes of this Agreement each of Capital Maritime and the CM Subsidiaries will be deemed not to be Affiliates of CPLP or its subsidiaries, and vice versa.

(d) “Agent” has the meaning set forth in Section 9.11(b).

(e) “Agreement” has the meaning set forth in the preamble to this Agreement.

(f) “AMI Share Purchase Agreement” means the Share Purchase Agreement specified in part (b) of Exhibit 1.1(vvv).

(g) “Ammonia Vessels” has the meaning set forth in Exhibit 3.7.

(h) “Amore Mio I Acquisition” has the meaning set forth in Section 3.3.

(i) “Board” means the Board of Directors of CPLP (references herein to the Board include any duly authorized committee thereof, as applicable and as the context requires).

(j) “Business Day” means Monday through Friday of each week, except that a legal holiday on which banks are authorized or required to be closed in the City of New York, Athens, Greece or the Republic of the Marshall Islands will not be regarded as a Business Day.

(k) “Capital GP” has the meaning set forth in the preamble to this Agreement.

(l) “Capital Maritime” has the meaning set forth in the preamble to this Agreement.

(m) “Charter” means each time charter or bareboat charter with respect to a Vessel specified on Exhibit 1.1(a), where applicable (excluding, for the avoidance of doubt, the recap terms of a Charter to be entered into).

(n) “Closing Amount” means the aggregate of (i) the Amore Mio I Acquisition Price specified in Exhibit 1.1(a), (ii) the Deposit and (iii) 100% of the aggregate Acquisition Price for each CM Subsidiary that has contracted to acquire a Remaining Vessel, in each case, to be paid by CPLP pursuant to the applicable Share Purchase Agreement and as specified on Exhibit 1.1(a).

(o) “Closing Date” has the meaning set forth in Section 3.1.

(p) “CM Subsidiary” means (i) Omega Gas Carriers Corp., a corporation organized under the laws of the Republic of the Marshall Islands that is the bareboat charterer (as disponent owner) of LNG/C Amore Mio I and (ii) each other wholly owned subsidiary of Capital Maritime listed in Exhibit 1.1(a) that has contracted to acquire a Vessel and is a party to the related Shipbuilding Contract.

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(q) “Commitment” means (a) options, warrants, convertible securities, exchangeable securities, subscription rights, conversion rights, exchange rights, or other Contracts that could require a Person to issue any of its Equity Interests or to sell any Equity Interests it owns in another Person; (b) any other securities convertible into, exchangeable or exercisable for, or representing the right to subscribe for any Equity Interest of a Person or owned by a Person; (c) statutory pre-emptive rights or pre-emptive rights granted under a Person’s organizational or constitutive documents; and (d) stock appreciation rights, phantom stock, profit participation, or other similar rights with respect to a Person.

(r) “Common Units” means common units representing limited partnership interests of CPLP.

(s) “Conflicts Committee” means the Conflicts Committee of the Board of CPLP.

(t) “Contract” means any contract, agreement, arrangement, commitment, letter of intent, memorandum of understanding, heads of agreement, promise, obligation, instrument, document, or other similar understanding, whether written or oral that is, in each case, Enforceable.

(u) “Control” (and its derivatives and similar terms) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership or control of Voting Stock, by contract or otherwise.

(v) “Corporate Conversion” has the meaning set forth in Section 4.2.

(w) “CPLP” has the meaning set forth in the preamble to this Agreement.

(x) “Deposit” means, with respect to the Initial Vessels, the aggregate deposit amount to be paid by CPLP pursuant to the applicable Share Purchase Agreements in respect of each CM Subsidiary that has contracted to acquire an Initial Vessel, being 10% of the Acquisition Price of the Initial Vessels specified on Exhibit 1.1(a).

(y) “Enforceable” means, with respect to a relevant Contract, that such Contract is the legal, valid, and binding obligation of the applicable Person enforceable against such Person in accordance with its terms, except as such enforceability may be subject to the effects of bankruptcy, insolvency, reorganization, moratorium, or other Laws relating to or affecting the rights of creditors, and general principles of equity.

(z) “Equity Interest” means (a) with respect to a corporation, any and all shares of capital stock and any Commitments with respect thereto, (b) with respect to a partnership, limited liability company, trust or similar Person, any and all units, equity interests or other partnership/limited liability company interests, and any Commitments with respect thereto, and (c) any other direct or indirect equity ownership or participation in a Person.

(aa) “Exercise Period” has the meaning set forth in Exhibit 3.7.

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(bb) “Financing Commitment” means, where applicable, each contractual arrangement pursuant to which a CM Subsidiary has contracted to finance the acquisition of a Vessel specified on Exhibit 1.1(a) (excluding, for the avoidance of doubt, any summary term sheet of a Financing Commitment to be entered into).

(cc) “Governmental Authority” means any nation, state, sovereign, or government, any federal, regional, state, local, or political subdivision, and any entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government.

(dd) “Initial Vessels” means the six Vessels listed in rows (2) through (7) of Exhibit 1.1(a).

(ee) “Initial Vessels Acquisitions” has the meaning set forth in Section 3.4.

(ff) “Initial Vessels Share Purchase Agreement” means each of the Share Purchase Agreements for the Initial Vessels specified in part (b) of Exhibit 1.1(vvv).

(gg) “Launch Date” has the meaning set forth in Section 2.1(a).

(hh) “Law” means any applicable constitutional provision, statute, act, code, law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or other similar authority enacted, adopted, promulgated, or applied by any Governmental Authority having valid jurisdiction, each as amended and now and hereinafter in effect.

(ii) “LCO2 Employment Opportunities” has the meaning set forth in Exhibit 3.7.

(jj) “LCO2 Vessels” has the meaning set forth in Exhibit 3.7.

(kk) “LNG/Cs” has the meaning set forth in the recitals to this Agreement.

(ll) “LNG/C Acquisition Opportunities” has the meaning set forth in Exhibit 3.7.

(mm) “LNG/C Employment Opportunities” has the meaning set forth in Exhibit 3.7.

(nn) “LNG/C Newbuild Opportunities” has the meaning set forth in Exhibit 3.7.

(oo) “LNG/C Opportunities” has the meaning set forth in Exhibit 3.7.

(pp) “LNG/C ROFR Period” has the meaning set forth in Exhibit 3.7.

(qq) “Manager” means Capital Gas Ship Management Corp., a corporation incorporated in the Marshall Islands, having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands MH 96960.

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(rr) “Management Agreement” has the meaning set forth in Section 8.5.

(ss) “Material Adverse Change” has the meaning set forth in Section 3.8(a)(ii).

(tt) “Material Terms” has the meaning set forth in Exhibit 3.7.

(uu) “Name Change” has the meaning set forth in Section 4.1.

(vv) “Nasdaq” has the meaning set forth in Section 2.1(a).

(ww) “New Energy Employment Opportunities” has the meaning set forth in Exhibit 3.7.

(xx) “New Energy Employment Opportunities Period” has the meaning set forth in Exhibit 3.7.

(yy) “New Energy Vessels” has the meaning set forth in Exhibit 3.7.

(zz) “New Energy Vessel Opportunities” has the meaning set forth in Exhibit 3.7.

(aaa) “New Energy Vessel Opportunities Period” has the meaning set forth in Exhibit 3.7.

(bbb) “Offer Notice” has the meaning set forth in Exhibit 3.7.

(ccc) “Order” means any order, ruling, decision, verdict, decree, writ, subpoena, mandate, precept, command, directive, consent, approval, award, judgment, injunction, or other similar determination by, before, or under the supervision of any Governmental Authority, arbitrator, or mediator.

(ddd) “Organizational Document” means certificates of incorporation, by-laws, certificates of formation, limited liability company operating agreements, limited liability partnership agreements, partnership or limited partnership agreements, or other similar formation or governing documents of any Person.

(eee) “Party” has the meaning set forth in the preamble to this Agreement.

(fff) “Person” means any individual or entity, including any corporation, limited liability company, partnership (general or limited), joint venture, association, joint stock company, trust, unincorporated organization or Governmental Authority.

(ggg) “Post-Closing Actions” has the meaning set forth in Section 4.22.

(hhh) “Prospectus Supplement” has the meaning set forth in Section 2.1(b).

(iii) “Record Date” means November 24, 2023, which the Board has fixed as the date on which a unitholder must beneficially own Common Units to be entitled to participate in the Rights Offering.

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(jjj) “Remaining Vessels” means the four Vessels listed in rows (8) through (11) of Exhibit 1.1(a).

(kkk) “Remaining Vessels Acquisitions” has the meaning set forth in Section 3.5.

(lll) “Remaining Vessels Share Purchase Agreement” means each of the Share Purchase Agreements for the Remaining Vessels specified in part (c) of Exhibit 1.1(vvv).

(mmm) “Rights” means rights to subscribe for Common Units at the Rights Offering Price pursuant to the Rights Offering.

(nnn) “Rights Offering” means the offering of Common Units upon the exercise of Rights to be distributed by CPLP to holders of outstanding Common Units to finance $500,000,000 of the Closing Amount.

(ooo) “Rights Offering Price” has the meaning set forth in Section 2.1(a).

(ppp) “Rights Offering Closing” has the meaning set forth in Section 3.1.

(qqq) “ROFR” has the meaning set forth in Section 3.7.

(rrr) “ROFR Offer” has the meaning set forth in Exhibit 3.7.

(sss) “SEC” means the U.S. Securities and Exchange Commission.

(ttt) “Securities Act” means the Securities Act of 1933, as amended.

(uuu) “Seller’s Credit Agreement” has the meaning set forth in Section 3.6.

(vvv) “Share Purchase Agreement” means the AMI Share Purchase Agreement, the Initial Vessels Share Purchase Agreements and the Remaining Vessels Share Purchase Agreements.

(www) “Shelf Registration Statement” has the meaning set forth in Section 3.2.

(xxx) “Shipbuilding Contract” means each contractual arrangement pursuant to which a CM Subsidiary has contracted to acquire, or acquired, a Vessel.

(yyy) “Standby Purchase Agreement” means the standby purchase agreement between CPLP and Capital Maritime, substantially in the form attached as Exhibit 2.2, pursuant to which Capital Maritime shall purchase, at the Rights Offering Price, 100% of any Common Units in respect of Rights that remain unexercised upon completion of the Rights Offering.

(zzz) “Standby Purchase Closing” has the meaning set forth in Section 3.1.

(aaaa) “Standby Purchase Units” has the meaning set forth in Section 3.1.

(bbbb) “Subscription Period” has the meaning set forth in Section 2.1(c).

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(cccc) “Supervision Agreement” has the meaning set forth in Section 8.2.

(dddd) “Third-Party Transaction” has the meaning set forth in Exhibit 3.7.

(eeee) “Third-Party Offer” has the meaning set forth in Exhibit 3.7.

(ffff) “Transactions” has the meaning set forth in Section 3.8.

(gggg) “Vessels” means the vessels to be acquired by CPLP as specified on Exhibit 1.1(a).

(hhhh) “Vessels Acquisitions” has the meaning set forth in Section 3.5.

(iiii) “Vessel Delivery Date” means, as provided in the applicable Share Purchase Agreement, the actual delivery date of a Vessel from the shipbuilder to the applicable CM Subsidiary pursuant to the relevant Shipbuilding Contract.

(jjjj) “Voting Stock” means, with respect to any Person, Equity Interests in such Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or Persons with management authority performing similar functions) of such Person.

1.2 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or Law will be deemed to refer to such statute or Law, as amended, and also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. Any reference to this Agreement shall be deemed to refer to such agreement as amended, modified or supplemented from time to time. Any reference to a Party will also include such Party’s successors and permitted assigns. The words “including,” “includes,” and “include” will be deemed to be followed by the phrase “without limitation.” All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, will include all other genders; the singular will include the plural, and vice versa; and the term “shall” means “will,” and vice versa. All references herein to Sections or subdivisions thereof will refer to the corresponding Section or subdivision thereof of this Agreement unless specific reference is made to such sections or subdivisions of another document or instrument. The terms “herein,” “hereby,” “hereunder,” “hereof,” “hereinafter,” and other equivalent words refer to this Agreement in its entirety and not solely to the particular portion of the Agreement in which such word is used.

ARTICLE II

THE RIGHTS OFFERING

2.1 The Rights Offering.

(a) On November 27, 2023, CPLP shall commence the Rights Offering (the “Launch Date”) by distributing, or causing to be distributed, to the holders of Common Units on the Record Date, Rights, and the related subscription documents, to purchase Common Units at a price per Common Unit equal to the greater of (x) $14.25 and (y) 95% of the volume weighted average price of the Common Units trading on the Nasdaq Global Select Market (“Nasdaq”) for the period from the second Business Day after the public announcement of the transactions contemplated by this Agreement through and including the last trading day immediately prior to the Record Date; provided that such price shall not be greater than $14.50 (the “Rights Offering Price”).

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(b) No later than the Launch Date, CPLP shall file with the SEC a prospectus supplement in the form reasonably determined by CPLP (the “Prospectus Supplement”) to the prospectus included in its registration statement on Form F-3 (File No. 333-274680), registering the offer and sale of the Common Units in respect of the Rights.

(c) The Rights Offering shall remain open for at least 16 days after the Launch Date (the “Subscription Period”).

2.2 Conditions Precedent to Launch of the Rights Offering. CPLP’s obligation to launch the Rights Offering and file the Prospectus Supplement shall be subject to CPLP and Capital Maritime having entered into the Standby Purchase Agreement substantially in the form attached as Exhibit 2.2. CPLP and Capital Maritime shall enter into such Standby Purchase Agreement on the Business Day immediately prior to the Launch Date.

ARTICLE III

THE CLOSING

3.1 Closing of the Rights Offering and the Standby Purchase Agreement. On the second Nasdaq trading day following the completion of the Subscription Period, or such other date as required pursuant to the terms and conditions of the Rights Offering (such date, the “Closing Date”), CPLP shall settle the subscriptions for Common Units by participating unitholders pursuant to the terms and conditions of the Rights Offering (the “Rights Offering Closing”). All of the proceeds from the Rights Offering shall be applied toward payment of the Closing Amount. On the Standby Offering Closing Date (as defined in the Standby Purchase Agreement), CPLP shall issue to Capital Maritime any Common Units to be purchased by Capital Maritime pursuant to the Standby Purchase Agreement (the “Standby Purchase Units”) at the Rights Offering Price (the “Standby Purchase Closing”). Any amounts payable by Capital Maritime to CPLP in respect of the Transactions, including pursuant to the Standby Purchase Agreement, shall be set off against any amounts payable by CPLP to Capital Maritime in respect of the Transactions, including the Closing Amount, in each case, as provided in Section 3.11 below, and Capital Maritime and CPLP acknowledge and agree that receipt of the Standby Purchase Units by Capital Maritime shall satisfy and discharge a portion of CPLP’s obligation to pay the Closing Amount to Capital Maritime pursuant to Section 3.10 in an amount equal to (x) the number of Standby Purchase Units multiplied by (y) the Rights Offering Price.

3.2 Registration Rights. The registration and indemnification rights provided for in Section 7.19 of the Partnership Agreement shall apply to any Common Units issued pursuant to the Standby Purchase Agreement and/or acquired by Capital Maritime or its Affiliates in the Rights Offering (and may be assigned, in whole or in part, in accordance with clause (e) of Section 7.19

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of the Partnership Agreement). In addition, no later than 30 days after a written request by Capital Maritime which may be made beginning on the date that is six months following the Closing Date (or such earlier time as may be agreed by the Conflicts Committee), CPLP shall prepare and file with the SEC a registration statement under the Securities Act, on Form F-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, which covers all Common Units issued pursuant to the Standby Purchase Agreement and/or acquired by Capital Maritime or its Affiliates in the Rights Offering (the “Shelf Registration Statement”), and shall use reasonable best efforts to cause such Shelf Registration Statement to become effective and remain effective pursuant to Section 7.19 of the Partnership Agreement. For the avoidance of doubt, the provisions of Section 7.19 of the Partnership Agreement shall apply to sales of Common Units pursuant to such Shelf Registration Statement. At any time and from time to time that the Shelf Registration Statement is effective, if Capital Maritime requests, CPLP shall as promptly as practicable amend or supplement the Shelf Registration Statement to add a holder of such Common Units as a selling securityholder in such Shelf Registration Statement.

3.3 Amore Mio I Acquisition. On the Closing Date, CPLP and Capital Maritime shall enter into the AMI Share Purchase Agreement, which shall provide that on the closing date specified in the AMI Share Purchase Agreement, and subject to the satisfaction of the conditions set forth therein, CPLP shall purchase from Capital Maritime, and Capital Maritime shall sell (or cause to be sold) to CPLP or any of its wholly owned subsidiaries, 100% of the Equity Interests in Omega Gas Carriers Corp. and, to the extent provided in the AMI Share Purchase Agreement, related assets at the applicable Acquisition Price (the “Amore Mio I Acquisition”).

3.4 Initial Vessels Share Purchase Agreements. On the Closing Date, CPLP and Capital Maritime shall enter into the Initial Vessels Share Purchase Agreements with respect to the Initial Vessels, which shall provide that, with respect to each Initial Vessel, on such Initial Vessel’s Vessel Delivery Date, CPLP shall purchase from Capital Maritime, and Capital Maritime shall sell (or cause to be sold) to CPLP or any of its wholly owned subsidiaries, at the applicable Acquisition Price attributable to such Initial Vessel, 100% of the Equity Interests in the applicable CM Subsidiary and, to the extent provided in the applicable Initial Vessels Share Purchase Agreement, related assets (collectively, the “Initial Vessels Acquisitions”).

3.5 Remaining Vessels Share Purchase Agreements. On the Closing Date, CPLP and Capital Maritime shall enter into the Remaining Vessels Share Purchase Agreements with respect to the Remaining Vessels, which shall provide that, with respect to each Remaining Vessel, on the Closing Date, CPLP shall purchase from Capital Maritime, and Capital Maritime shall sell (or cause to be sold) to CPLP or any of its wholly owned subsidiaries, at the applicable Acquisition Price attributable to such Remaining Vessel, 100% of the Equity Interests in the applicable CM Subsidiary and, to the extent provided in the applicable Remaining Vessels Share Purchase Agreement, related assets (collectively, the “Remaining Vessels Acquisitions” and together with the Amore Mio I Acquisition and Initial Vessels Acquisitions, the “Vessel Acquisitions”).

3.6 Seller’s Credit Agreement. On the Closing Date, or such later date as shall be agreed between Capital Maritime and CPLP with the approval of the Conflicts Committee, Capital Maritime shall issue to CPLP an unsecured seller’s credit in an aggregate amount of up to $220,000,000.00 in the form attached as Exhibit 3.6 hereto (the “Seller’s Credit Agreement”).

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3.7 Rights of First Refusal. Effective as of the Closing Date, Capital Maritime hereby grants to CPLP rights of first refusal over (i) any LNG/C Opportunities during the LNG/C ROFR Period, (ii) any New Energy Vessel Opportunities during the New Energy Vessel Opportunities Period and (iii) any New Energy Employment Opportunities during the New Energy Employment Opportunities Period (collectively, the “ROFR”). The procedures set forth on Exhibit 3.7 shall apply to the ROFR.

3.8 Conditions Precedent to the Transactions. The Rights Offering Closing, the Standby Purchase Closing, the execution of the Share Purchase Agreements, the execution of the Seller’s Credit Agreement and the effectiveness of the ROFR (collectively, the “Transactions”) shall be subject to the satisfaction of each of the following:

(a) In the case of CPLP and Capital Maritime (and which may be waived solely by CPLP with the consent of the Conflicts Committee, in respect of the obligations of CPLP, and Capital Maritime, in respect of the obligations of Capital Maritime):

(i) No order, decree or injunction of any court or agency of competent jurisdiction shall be in effect, and no Law shall have been enacted or adopted, that enjoins, prohibits or makes illegal consummation of any of the Transactions, and no action, proceeding or investigation by any Governmental Authority with respect to the Transactions shall be pending that seeks to restrain, enjoin, prohibit, delay or make illegal the consummation of the Transactions or to impose any material restrictions or requirements thereon or on the Parties with respect thereto; provided, however, that prior to invoking this condition, each Party shall have complied fully with its obligations under this Agreement.

(ii) (A) neither CPLP nor any of its subsidiaries shall have sustained, since the date hereof, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, or (B) since the date hereof there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, unitholders’ equity, properties, management, business or prospects of CPLP and its subsidiaries taken as a whole, or the Vessels or the CM Subsidiaries taken as a whole, the effect of which, in any such case described in clause (A) or (B), is, individually or in the aggregate, in the judgment of Capital Maritime or the Conflicts Committee, so material and adverse as to make it impracticable or inadvisable to proceed with the Transactions on the terms and in the manner contemplated in this Agreement (a “Material Adverse Change”); and

(iii) there shall not have occurred any of the following: (A) a suspension or material limitation in trading in securities generally on Nasdaq; (B) a suspension or material limitation in trading in the Common Units on Nasdaq; (C) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (E) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E) in the judgment of the Conflicts Committee or Capital Maritime makes it impracticable or inadvisable to proceed with the Transactions on the terms and in the manner contemplated in this Agreement;

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(b) In the case of CPLP (and which may be waived solely by CPLP with the consent of the Conflicts Committee):

(i) each of the representations and warranties contained herein of Capital Maritime shall be true and correct as of the date of this Agreement and as of the Closing Date with the same effect as though all such representations and warranties had been made on the Closing Date, except for any such representations and warranties made as of a specified date, which shall be true and correct as of such date, in any case, in all material respects;

(ii) each and all of the agreements and covenants of Capital Maritime and Capital GP to be performed and complied with pursuant to this Agreement on or prior to the Closing Date shall have been duly performed and complied with in all material respects;

(iii) CPLP shall have received a certificate signed by an executive officer of Capital Maritime, dated as of the Closing Date, to the effect set forth in Section 3.8(b)(i) and Section 3.8(b)(ii); and

(iv) the Rights Offering Closing and the Standby Purchase Closing will occur on the Closing Date;

(c) In the case of Capital Maritime and Capital GP (and which may be waived solely by Capital Maritime, in respect of the obligations of Capital Maritime, and Capital GP, in respect of the obligations of Capital GP):

(i) each of the representations and warranties contained herein of CPLP shall be true and correct as of the date of this Agreement and as of the Closing Date with the same effect as though all such representations and warranties had been made on Closing Date, except for any such representations and warranties made as of a specified date, which shall be true and correct as of such date, in any case, in all material respects;

(ii) each and all of the agreements and covenants of CPLP to be performed and complied with pursuant to this Agreement on or prior to the Closing Date shall have been duly performed and complied with in all material respects; and

(iii) Capital Maritime and Capital GP shall have received a certificate signed by an executive officer of CPLP, dated as of the Closing Date, to the effect set forth in Section 3.8(c)(i) and Section 3.8(c)(ii); and

(d) In the case of Capital Maritime (and which may be waived solely by Capital Maritime), CPLP shall have paid the Closing Amount on the Closing Date by wire transfer of immediately available funds to an account specified by Capital Maritime prior to such time, which Closing Amount may be set off as provided in Section 3.11 below.

3.9 Share Purchase Agreements. The Share Purchase Agreements shall not be terminable by CPLP other than as set forth in Section 9.3 below.

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3.10 Closing Amount; Deposit. On the Closing Date, CPLP shall pay the Closing Amount in the amount stated in Exhibit 1.1(a) with respect to each CM Subsidiary by wire transfer of immediately available funds to an account specified by Capital Maritime prior to the date hereof.

3.11 Netting of Payments. If on any date amounts would otherwise be payable in respect of the Transactions by CPLP or Capital Maritime to the other Party, then, on such date, each Party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by CPLP or Capital Maritime exceeds the aggregate amount that would otherwise have been payable by the other Party, replaced by an obligation upon the Party by which the larger aggregate amount would have been payable to pay to the other Party the excess of the larger aggregate amount over the smaller aggregate amount.

ARTICLE IV

POST-CLOSING ACTIONS

4.1 Name Change. Subject to the terms and conditions herein, as soon as practicable following the date hereof, CPLP shall publicly announce that CPLP and Capital GP shall change the name of CPLP from “Capital Product Partners L.P.” to “Capital New Energy Carriers L.P.”, (the “Name Change”) and CPLP shall effect the Name Change by December 31, 2023.

4.2 Corporate Governance. Subject to the terms and conditions herein, following the Closing Date, CPLP, acting through the Conflicts Committee, and Capital GP shall in good faith negotiate and jointly work with tax and other advisors to agree to mutually acceptable terms for the conversion of CPLP from a Marshall Islands master limited partnership to a corporation with customary corporate governance provisions (the “Corporate Conversion” and, together with the Name Change, the “Post-Closing Actions”) and, subject to reaching such agreement, shall use their reasonable best efforts to cause the Corporate Conversion to have been completed within six months of the Closing Date.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF CPLP

CPLP hereby represents and warrants to Capital Maritime and Capital GP that, as of the date hereof and as of the date of any Vessel acquisition:

5.1 Organization and Qualification. CPLP is a limited partnership, has been duly formed or organized, and is validly existing and in good standing, under the Laws of the jurisdiction of its formation or organization. Other than the Corporate Conversion, there is no pending or, to the actual knowledge of the senior management of CPLP, threatened, Action (or basis therefor) for the dissolution, liquidation, or insolvency of CPLP.

5.2 Authority; Enforceability. CPLP has all requisite power and authority to execute and deliver this Agreement, the Standby Purchase Agreement, the Share Purchase Agreements and the Seller’s Credit Agreement, to consummate the transactions contemplated hereby and thereby, and to perform all of the terms and conditions hereof and thereof to be performed by it. This Agreement has been duly executed and delivered by CPLP. This Agreement is Enforceable against CPLP. Upon execution of the Standby Purchase Agreement, the Share Purchase Agreements and the Seller’s Credit Agreement, each such agreement will be Enforceable against CPLP.

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5.3 No Conflicts; Consents, Etc. The execution by CPLP of this Agreement, the Standby Purchase Agreement, the Share Purchase Agreements and the Seller’s Credit Agreement, and the performance by CPLP of the Transactions and the Post-Closing Actions do not and will not (a) violate, conflict with, result in a default under or require consent under the Organizational Documents of CPLP (except for the Corporate Conversion), (b) violate, conflict with, or result in a violation of (whether after the giving of notice, lapse of time or both) any Law, (c) require any consent, authorization, approval or order from, or registration, qualification or filing with, any Governmental Authority, other than those which have been obtained or made, as the case may be, (d) require any consent from any other third Person (other than Capital Maritime, Capital GP or their respective Affiliates, including the Manager) (except for the Corporate Conversion), which consent has not been obtained, or (e) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any Contract, Order or permit to which CPLP is a party or by which CPLP is bound or to which any of CPLP’s assets is subject, which violations or defaults have not been waived. CPLP has obtained (or will obtain, with respect to any future Vessel acquisitions) all necessary consents, authorizations, approvals and Orders, and has made (or will make, in the case of any future Vessel acquisitions) all registrations, qualifications, designations, declarations or filings with all federal, state, or other relevant Governmental Authorities, required by such authorities to be obtained or made, as applicable, by it in connection with the consummation of the Transactions.

5.4 Share Purchase Agreements. CPLP hereby makes the representations and warranties (other than due execution and delivery of the Share Purchase Agreements) and, subject to the terms and conditions of this Agreement (including Section 3.8), agrees to the covenants and agreements in the Share Purchase Agreements (in the forms attached as Exhibits 1.1(vvv)(i) through (xi)), to be made by or agreed to by CPLP therein with respect to each Vessel and CM Subsidiary, except to the extent such representations, warranties, covenants and agreements could not be true or correct or complied with solely because such representation, warranty, covenant or agreement assumes the completion of the relevant Vessel, the occurrence of the relevant Vessel Delivery Date, or the execution and delivery of a Supervision Agreement, a Management Agreement and/or a Charter, as applicable, but shall apply and shall be deemed made and agreed to on and after such completion, occurrence or execution and delivery, as the case may be.

5.5 The Board Recommendation. The Board delegated to the Conflicts Committee the authority of the Board to negotiate the terms and conditions of the Transactions and the Post-Closing Actions, subject to final approval by the Board, and to determine whether to approve the Transactions and the Post-Closing Actions by Special Approval (as defined in the Partnership Agreement). The Conflicts Committee has determined that the Transactions and the Post-Closing Actions are in the best interest of, and fair and reasonable to, CPLP and its common unitholders exclusive of Capital GP and its Affiliates, and has approved the Transactions, the Post-Closing Actions and this Agreement. The Board has determined that the Transactions and the Name Change are in the best interest of, and fair and reasonable to, CPLP and its common unitholders exclusive of Capital GP and its Affiliates, and has approved the Transactions, the Post-Closing Actions and this Agreement.

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5.6 Fairness Opinion. Evercore Group L.L.C. has delivered to the Conflicts Committee its opinion to the effect that, as of the date the Conflicts Committee approved this Agreement and subject to certain assumptions, qualifications, limitations and other matters, the aggregate of the Acquisition Prices to be paid by CPLP pursuant to the Share Purchase Agreements for the Vessel Acquisitions is fair, from a financial point of view, to CPLP, it being understood that Capital Maritime may not rely upon such opinion.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF CAPITAL MARITIME

Capital Maritime hereby represents and warrants to CPLP that, as of the date hereof and as of the date of any Vessel acquisition:

6.1 Organization and Qualification. Capital Maritime and each CM Subsidiary is a corporation, has been duly formed or organized, and is validly existing and in good standing, under the Laws of the jurisdiction of its formation or organization. There is no pending or, to the actual knowledge of the senior management of Capital Maritime, threatened, Action (or basis therefor) for the dissolution, liquidation, or insolvency of Capital Maritime.

6.2 Authority; Enforceability. Capital Maritime has all requisite power and authority to execute and deliver this Agreement, the Standby Purchase Agreement, the Share Purchase Agreements and the Seller’s Credit Agreement, to consummate the transactions contemplated hereby and thereby, and to perform all of the terms and conditions hereof and thereof to be performed by it. This Agreement has been duly executed and delivered by Capital Maritime. This Agreement is Enforceable against Capital Maritime. Upon execution of the Standby Purchase Agreement, the Share Purchase Agreements and the Seller’s Credit Agreement, each such agreement will be Enforceable against Capital Maritime.

6.3 No Conflicts; Consents, Etc. The execution by Capital Maritime of this Agreement, the Standby Purchase Agreement, the Share Purchase Agreements and the Seller’s Credit Agreement, and the performance by Capital Maritime of the Transactions do not and will not (a) violate, conflict with, result in a default under or require consent under the Organizational Documents of Capital Maritime or any CM Subsidiary, (b) violate, conflict with, or result in a violation of (whether after the giving of notice, lapse of time or both) any Law, (c) require any consent, authorization, approval or order from, or registration, qualification or filing with, any Governmental Authority, other than those which have been obtained or made, as the case may be, (d) require any consent from any other third Person (including Capital Maritime, Capital GP or their respective Affiliates, including the Manager), which consent has not been obtained, or (e) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any Contract, Order or permit to which Capital Maritime or a CM Subsidiary is a party or by which Capital Maritime or a CM Subsidiary is bound or to which any of Capital Maritime’s or a CM Subsidiary’s assets is subject, which violations or defaults have not been waived. Capital Maritime has obtained (or will obtain, with respect to any future Vessel acquisitions) all necessary consents, authorizations, approvals and Orders, and has made (or will make, in the case of any future Vessel acquisitions) all registrations, qualifications, designations, declarations or filings with all federal, state, or other relevant Governmental Authorities, required by such authorities to be obtained or made, as applicable, by it in connection with the consummation of the Transactions.

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6.4 Share Purchase Agreements. Capital Maritime hereby makes the representations and warranties (other than due execution and delivery of the Share Purchase Agreements) and, subject to the terms and conditions of this Agreement (including Section 3.8), agrees to the covenants and agreements in the Share Purchase Agreements (in the forms attached as Exhibits 1.1(vvv)(i) through (xi)) to be made by or agreed to by Capital Maritime therein with respect to each Vessel and CM Subsidiary, except to the extent such representations, warranties, covenants and agreements could not be true or correct or complied with solely because such representation, warranty, covenant or agreement assumes the completion of the relevant Vessel, the occurrence of the relevant Vessel Delivery Date, or the execution and delivery of a Supervision Agreement, a Management Agreement and/or a Charter, as applicable, but shall apply and shall be deemed made and agreed to on and after such completion, occurrence or execution and delivery, as the case may be.

6.5 Charters, Financing Commitments and Shipbuilding Contracts. With respect to the Charters for the five Vessels listed in rows (1) through (5) of Exhibit 1.1(a), such Charters were duly and validly executed and delivered by the applicable CM Subsidiary and are Enforceable against such CM Subsidiary and reflect the terms therefor described in rows (1) through (5) of Exhibit 1.1(a), as applicable. Capital Maritime has provided the advisors to the Conflicts Committee prior to the date hereof with a true and correct copy of each such Charter and each of the recap terms of a Charter to be entered into prior to the date hereof. With respect to the Financing Commitments with respect to the three Vessels listed in rows (1) through (3) of Exhibit 1.1(a), such Financing Commitments were duly and validly executed and delivered by the applicable CM Subsidiary and are Enforceable against such CM Subsidiary and reflect the terms therefor described in rows (1) through (3) of Exhibit 1.1(a), as applicable. Capital Maritime has provided the advisors to the Conflicts Committee prior to the date hereof with a true and correct copy of each such Financing Commitment and each summary term sheet of a Financing Commitment to be entered into prior to the date hereof. With respect to the Shipbuilding Contracts for the eleven Vessels listed on Exhibit 1.1(a), such Shipbuilding Contracts were duly and validly executed and delivered by the applicable CM Subsidiary and are Enforceable against such CM Subsidiary. Capital Maritime has provided the advisors to the Conflicts Committee with a true and correct copy of each such Shipbuilding Contract prior to the date hereof. As of the date hereof, no CM Subsidiary is subject to any indebtedness or liabilities, other than as described in Exhibit 1.1(a).

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF CAPITAL GP

Capital GP hereby represents and warrants to CPLP that, as of the date hereof and as of the date of any Vessel acquisition:

7.1 Organization and Qualification. Capital GP is a limited liability company, has been duly formed or organized, and is validly existing and in good standing, under the Laws of the jurisdiction of its formation or organization. There is no pending or, to the actual knowledge of the senior management of Capital GP, threatened, Action (or basis therefor) for the dissolution, liquidation, or insolvency of Capital GP.

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7.2 Authority; Enforceability. Capital GP has all requisite power and authority to execute and deliver this Agreement, to consummate the Transactions and perform the Post-Closing Actions and to perform all of the terms and conditions hereof to be performed by it. This Agreement has been duly executed and delivered by Capital GP. This Agreement is Enforceable against Capital GP.

7.3 No Conflicts; Consents, Etc. The execution by Capital GP of this Agreement and the performance by Capital GP of the Transactions and the Post-Closing Actions do not and will not (a) violate, conflict with, result in a default under or require consent under the Organizational Documents of Capital GP, (b) violate, conflict with, or result in a violation of (whether after the giving of notice, lapse of time or both) any Law, (c) require any consent, authorization, approval or order from, or registration, qualification or filing with, any Governmental Authority, other than those which have been obtained or made, as the case may be, (d) require any consent from any other third Person (including Capital Maritime or its respective Affiliates, including the Manager), which consent has not been obtained, or (e) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any Contract, Order or permit to which Capital GP is a party or by which Capital GP is bound or to which any of Capital GP’s assets is subject, which violations or defaults have not been waived. Capital GP has obtained (or will obtain, with respect to any future Vessel acquisitions) all necessary consents, authorizations, approvals and Orders, and has made (or will make, in the case of any future Vessel acquisitions) all registrations, qualifications, designations, declarations or filings with all federal, state, or other relevant Governmental Authorities, required by such authorities to be obtained or made, as applicable, by it in connection with the consummation of the Transactions.

ARTICLE VIII

OTHER COVENANTS

8.1 Third Party Approvals.

(a) The Parties shall (and shall cause their respective Affiliates to) cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings, to obtain all permits, consents, approvals and authorizations of all third parties necessary to consummate the Transactions and to comply with the terms and conditions of such permits, consents, approvals and authorizations. Each of the Parties shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authorities in connection with the Transactions. In exercising the foregoing right, each of the Parties agrees to act reasonably and promptly. Each Party agrees that it will consult with the other Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the Transactions and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby.

(b) Each Party agrees, upon request, to furnish the other Party with all information concerning itself, its Affiliates, directors, officers and unitholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus Supplement or any filing, notice or application made by or on behalf of such other party or any of such Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby.

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8.2 Shipbuilding Contracts; Supervision Agreements.

(a) Capital Maritime shall keep the Conflicts Committee reasonably informed of developments under each of the Shipbuilding Contracts and shall not, and shall not permit any CM Subsidiary to, assign any of its rights or obligations under, materially amend, grant any material waiver or consent under, or terminate any such Shipbuilding Contract without the approval of the Conflicts Committee. Capital Maritime shall keep the Conflicts Committee reasonably informed of developments with respect to the Charters and the Financing Commitments and shall not, and shall not permit any CM Subsidiary to, assign any of its rights or obligations under, materially amend, grant any material waiver or consent under, or terminate any such Charter or Financing Commitment without the approval of the Conflicts Committee.

(b) Capital Maritime shall use reasonable best efforts to assist CPLP in securing charters and financing for the Vessels not subject to Charters or Financing Commitments as of the date hereof.

(c) On the Closing Date, each CM Subsidiary party to a Remaining Vessel Share Purchase Agreement shall execute and deliver a supervision services agreement with the Manager, substantially in the form of Exhibit 8.2(c) (each, a “Supervision Agreement”).

8.3 Reasonable Best Efforts. Subject to the terms and conditions of this Agreement, each Party shall use its reasonable best efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, desirable or advisable under applicable Laws, so as to permit consummation of the Transactions promptly and otherwise to enable consummation of the Transactions, and using commercially reasonable best efforts to cause the satisfaction of the conditions set forth in this Agreement and to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Transactions, and using commercially reasonable best efforts to defend any litigation seeking to enjoin, prevent or delay the consummation of the transactions contemplated hereby or seeking material damages, and each shall cooperate fully with the other Party to that end, and shall furnish to the other Party copies of all correspondence, filings and communications between it and its Affiliates and any Governmental Authority with respect to the Transactions. In complying with the foregoing, neither Party nor its Affiliates shall be required to take measures that would have a material adverse effect on it and such Affiliates taken as a whole.

8.4 Share Purchase Agreements. Each Party shall take or refrain from taking (and Capital Maritime shall cause each CM Subsidiary to take or refrain from taking), as the case may be, any action that would cause (a) any of the representations or warranties of such Party or its Affiliate in this Agreement or in the Share Purchase Agreements from not being true and correct, to the extent required to consummate the acquisition by CPLP of 100% of the Equity Interests in the CM Subsidiaries and the other transactions contemplated thereby, on the relevant date(s) or (b) such Party or its Affiliate to fail to comply with any of the covenants or agreements in the Share Purchase Agreements, to the extent required by the Share Purchase Agreements to consummate the acquisition by CPLP of 100% of the Equity Interests in the CM Subsidiaries and the other transactions contemplated thereby, when so required in the Share Purchase Agreements.

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8.5 Management Agreements. On the closing date specified in the AMI Share Purchase Agreement for the LNG/C Amore Mio I, and on each Vessel Delivery Date for each Initial Vessel and each Remaining Vessel, each CM Subsidiary shall execute and deliver a management agreement with the Manager for the applicable Vessel, substantially in the form of Exhibit 8.5 (each, a “Management Agreement”).

8.6 Disposal of Container Vessels. Subject to the terms and conditions herein, as soon as practicable following the date hereof, CPLP shall publicly announce its intent to explore, following the Closing Date, the disposition of its container vessels and abstain from acquiring additional container vessels.

ARTICLE IX

MISCELLANEOUS

9.1 Remedies. Except as expressly provided herein, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available at Law or in equity. Nothing herein will be considered an election of remedies. In addition, any successful Party is entitled to recover from any other Party against whom any claim or dispute is successfully brought its reasonable costs related to enforcing this Agreement, including reasonable attorneys’ and experts’ fees, and arbitration expenses. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER ANY PARTY NOR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE HEREUNDER TO ANY PERSON FOR ANY (I) PUNITIVE OR EXEMPLARY DAMAGES OR (II) LOST PROFITS OR CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, EXCEPT IN EACH CASE OF THE FOREGOING CLAUSES (I) AND (II), TO THE EXTENT ANY SUCH DAMAGES OR LOST PROFITS ARE INCLUDED IN ANY ACTION BY A THIRD PARTY AGAINST SUCH PERSON FOR WHICH IT IS ENTITLED TO RELIEF UNDER THIS AGREEMENT.

9.2 Notices. All notices, requests, demands, claims and other communications hereunder will be in writing as set forth below:

if to CPLP:

c/o Capital Ship Management Corp.

3 Iasonos Street

Piraeus, Greece

Facsimile: +30 210 428 4285

Attn: Gerasimos Kalogiratos

E-mail: j.kalogiratos@capitalmaritime.com

with a copy to the Chairman of the Conflicts Committee:

To the physical address, facsimile number or e-mail address on record for the Chairman at CPLP’s principal offices.

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with a copy to:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

USA

Attn: Philip Richter; Andrea Gede-Lange

E-mail: philip.richter@friedfrank.com; andrea.gede-lange@friedfrank.com

if to Capital Maritime:

c/o Capital Ship Management Corp.

3 Iasonos Street

Piraeus, Greece

Facsimile: +30 210 428 4285

Attn: Gerasimos Kalogiratos

E-mail: j.kalogiratos @capitalmaritime.com

with a copy to:

Sullivan & Cromwell LLP

1 New Fetter Lane

London, EC4A 1AN

United Kingdom

Attn: Richard A. Pollack

E-mail: pollackr@sullcrom.com

Notices and other communications sent (a) by hand or overnight courier service shall be deemed to have been given one Business Day after being sent, (b) by certified or registered mail, shall be deemed to have been given three Business Days after being sent, or (c) by facsimile or electronic mail shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Any Party, may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, messenger service, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication will be deemed to have been duly given unless and until it actually is received by the intended recipient. Any Party, may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Party notice in the manner herein set forth.

9.3 Termination. Notwithstanding anything herein to the contrary, this Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing Date:

(a) by the mutual consent of the Parties in a written instrument.

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(b) by either of Capital Maritime or CPLP upon written notice to the other Parties, if:

(i) the Closing Date has not occurred on or before January 18, 2024; provided that the right to terminate this Agreement pursuant to this Section 9.3(b)(i) shall not be available to a Party whose failure to fulfill any material obligation under this Agreement or other material breach of this Agreement has been the primary cause of, or resulted in, the failure of any condition precedent specified in Section 3.8 to have occurred on or before such date;

(ii) any Governmental Authority has issued a statute, rule, order, decree or regulation or taken any other action, in each case permanently restraining, enjoining or otherwise prohibiting any of the Transactions or making the Transactions illegal and such statute, rule, order, decree, regulation or other action shall have become final and nonappealable (provided that the terminating party is not then in breach of Section 8.3);

(iii) there has been a material breach of or any material inaccuracy in any of the representations or warranties set forth in this Agreement on the part of the other Party (except, if such other Party is CPLP, for a breach or inaccuracy caused by Capital Maritime or its Affiliates other than CPLP and its Controlled Affiliates), which breach is not cured within 30 days following receipt by the breaching Party of written notice of such breach from the terminating Party, provided in any such case that the terminating Party is not then in material breach of any representation, warranty, covenant or other agreement contained herein; provided, further, that no Party shall have the right to terminate this Agreement pursuant to this Section 9.3(b)(iii) unless the breach of a representation or warranty, together with all other such breaches, would cause the conditions in Section 3.8(b)(i) (in the case of a breach of representation or warranty by Capital Maritime or Capital GP) or Section 3.8(c)(i) (in the case of a breach of representation or warranty by CPLP) not to be satisfied;

(iv) there has been a material breach of any of the covenants or agreements set forth in this Agreement on the part of any other Party (except, if such other Party is CPLP, for a breach caused by Capital Maritime or its Affiliates other than CPLP and its Controlled Affiliates), which breach has not been cured within 30 days following receipt by the breaching Party of written notice of such breach from the terminating Party, provided in any such case that the terminating Party is not then in material breach of any representation, warranty, covenant or other agreement contained herein; provided, further, that no Party shall have the right to terminate this Agreement pursuant to this Section 9.3(b)(iv) unless the breach of covenants or agreements, together with all other such breaches, would cause the conditions in Section 3.8(b)(ii) (in the case of a breach of covenants or agreements by Capital Maritime) or Section 3.8(c)(ii) (in the case of a breach of covenants or agreements by CPLP) not to be satisfied; or

(v) there has occurred a Material Adverse Change or an event specified in Section 3.8(a)(iii).

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9.4 Effect of Termination. In the event of the termination of this Agreement as provided in Section 9.3, written notice thereof shall forthwith be given by the terminating Party to the other Party specifying the provision of this Agreement pursuant to which such termination is made, and except as provided in this Section 9.4 and Section 9.12, this Agreement (other than Article VI) shall forthwith become null and void after the expiration of any applicable period following such notice. In the event of such termination, there shall be no liability on the part of the Parties, except as set forth in Section 9.16; provided, that nothing herein shall relieve any Party from any liability or obligation with respect to any fraud or intentional breach of this Agreement.

9.5 Public Disclosure. Upon any material change in the facts set forth on Capital Maritime’s Schedule 13D on file with the SEC, including any change to Capital Maritime’s plans or proposals with respect to CPLP, Capital Maritime shall, within two U.S. business days of the occurrence of such material change, update its disclosure in response to Item 4 of such schedule to reflect any such material change.

9.6 Headings. The Article and Section headings contained in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement.

9.7 Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the Parties.

9.8 Entire Agreement. This Agreement, together with the Exhibits hereto, constitutes the entire agreement and understanding of the Parties in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof. There are no third party beneficiaries having rights under or with respect to this Agreement.

9.9 Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Facsimile or PDF signatures shall be as effective as originals hereto.

9.10 Governing Law. This Agreement shall be governed by and construed in accordance with the Law of the State of Delaware, without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than State of Delaware.

9.11 Submission to Jurisdiction.

(a) Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in the State of Delaware, or if (but only if) that court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the Transactions in any court other than the aforesaid courts and to accept service of process in any manner permitted by such courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense,

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counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to lawfully serve process, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (A) the proceeding in such court is brought in an inconvenient forum, (B) the venue of such proceeding is improper or (C) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts.

(b) By its execution and delivery of this Agreement, each of the Parties (i) irrevocably designates and appoints the Trust Company (Marshall Islands) as its authorized agent (the “Agent”) upon which process may be served in any proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby and (ii) agrees that service of process upon its Agent shall be deemed, in every respect, effective service of process upon such Party, as applicable, in any such proceeding. Each Party further agrees, at its own expense, to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of its Agent in full force and effect. The foregoing shall not limit the rights of any party to serve process in any other manner permitted by Law.

9.12 Survival. Subject to Section 9.4 with respect to fraud or intentional breach of this Agreement, all representations, warranties, agreements and covenants contained in this Agreement shall not survive termination of this Agreement (excluding, for the avoidance of doubt, any representation, warranty, agreement, and covenant contained in the Standby Purchase Agreement, the Share Purchase Agreements or the Seller’s Credit Agreement) if this Agreement is terminated prior to the Closing Date; provided, however, that, if the Closing Date occurs (a) the representations and warranties of the Parties contained in this Agreement shall survive the Closing Date until the first anniversary of the Closing Date, and no action based thereon shall be commenced after such first anniversary, and (b) the covenants and other agreements of the Parties contained in this Agreement will survive and remain in effect indefinitely unless a specified period is expressly set forth in this Agreement (in which event such specified period will control).

9.13 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid, legal and enforceable under applicable Law. If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein and there had been contained herein instead such valid, legal and enforceable provision.

9.14 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Party in the performance by that Party of its obligations with respect to the other Party is not a consent or waiver to or of any other breach or default in the performance by that Party of the same or any other obligations of that Party with respect to the other Party. Failure on the part of a Party to complain of any act of any other Party or to declare any Party in default with respect to the other Party, irrespective of how long that failure continues, does not constitute a waiver by that Party of its rights with respect to that default until the applicable statute-of-limitations period has run.

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9.15 Further Assurances. In connection with this Agreement and the Transactions, each Party will execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and the Transactions.

9.16 Expenses. Except as otherwise expressly provided in this Agreement, CPLP, on the one hand, and Capital Maritime and Capital GP, on the other hand, shall each bear their own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants.

9.17 Waiver; Amendment. Subject to compliance with applicable Law, any provision of this Agreement may be (a) waived in writing by the Party benefitted by the provision and approved by the Conflicts Committee in the case of CPLP and executed in the same manner as this Agreement, or (b) amended or modified at any time by an agreement in writing between the parties hereto approved by the Conflicts Committee in the case of CPLP and executed in the same manner as this Agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

[Signature Page to Umbrella Agreement]

Exhibit 1.1(a)

VESSEL INFORMATION

Exhibit 1.1(a)

Exhibit 1.1(a)

Exhibit 1.1(a)

Exhibit 1.1(a)

Closing Amount

(i) Amore Mio I Acquisition Price: $141,683,016 (equal to $338,000,000 less $196,316,984 of debt) (provided, that if the closing date specified in the AMI Share Purchase Agreement occurs after the Closing Date, then a deposit of $14,168,301.60 shall constitute the Amore Mio I Acquisition Price solely for the purpose of determining the Closing Amount)

(ii) Total Deposit: $174,400,000

(iii) Aggregate Remaining Vessel Acquisition Price: $138,100,000

Total Closing Amount: $454,183,016

Exhibit 1.1(a)

Exhibit 1.1(vvv)

SHARE PURCHASE AGREEMENTS

The following forms of Share Purchase Agreements are attached as Exhibits 1.1(vvv)(i) through (xi):

(a) AMI Share Purchase Agreement

(i) Share purchase agreement between or among Capital Maritime, on the one hand, and CPLP and/or a wholly owned subsidiary of CPLP, on the other hand, for the acquisition of 100% of the Equity Interests of OMEGA GAS CARRIERS CORP., relating to the LNG/C Amore Mio I.

(b) Initial Vessels Share Purchase Agreements

(ii) Share purchase agreement between or among Capital Maritime, on the one hand, and CPLP and/or a wholly owned subsidiary of CPLP, on the other hand, for the acquisition of 100% of the Equity Interests of AIOLOS GAS CARRIERS CORP., relating to the hull no. 8199 tbn LNG/C Agamemnon.

(iii) Share purchase agreement between or among Capital Maritime, on the one hand, and CPLP and/or a wholly owned subsidiary of CPLP, on the other hand, for the acquisition of 100% of the Equity Interests of TAURUS GAS CARRIER CORP., relating to the hull no. 8140 tbn LNG/C Aktoras.

(iv) Share purchase agreement between or among Capital Maritime, on the one hand, and CPLP and/or a wholly owned subsidiary of CPLP, on the other hand, for the acquisition of 100% of the Equity Interests of LEON GAS CARRIER CORP., relating to the hull no. 3342 tbn LNG/C Apostolos.

(v) Share purchase agreement between or among Capital Maritime, on the one hand, and CPLP and/or a wholly owned subsidiary of CPLP, on the other hand, for the acquisition of 100% of the Equity Interests of MILOS GAS CARRIERS CORP., relating to the hull no. 8198 tbn LNG/C Archimidis.

(vi) Share purchase agreement between or among Capital Maritime, on the one hand, and CPLP and/or a wholly owned subsidiary of CPLP, on the other hand, for the acquisition of 100% of the Equity Interests of ROMANOS GAS CARRIER CORP., relating to the hull no. 3341 tbn LNG/C Assos.

(vii) Share purchase agreement between or among Capital Maritime, on the one hand, and CPLP and/or a wholly owned subsidiary of CPLP, on the other hand, for the acquisition of 100% of the Equity Interests of BETA GAS CARRIERS CORP., relating to the hull no. 3316 tbn LNG/C Axios II.

Exhibit 1.1(vvv)

(c) Remaining Vessels Share Purchase Agreements

(viii) Share purchase agreement between or among Capital Maritime, on the one hand, and CPLP and/or a wholly owned subsidiary of CPLP, on the other hand, for the acquisition of 100% of the Equity Interests of AQUA GAS CARRIER CORP., relating to the hull no. 8202 tbn LNG/C Alcaios I.

(ix) Share purchase agreement between or among Capital Maritime, on the one hand, and CPLP and/or a wholly owned subsidiary of CPLP, on the other hand, for the acquisition of 100% of the Equity Interests of MARE GAS CARRIER CORP., relating to the hull no. 8203 tbn LNG/C Antaios I.

(x) Share purchase agreement between or among Capital Maritime, on the one hand, and CPLP and/or a wholly owned subsidiary of CPLP, on the other hand, for the acquisition of 100% of the Equity Interests of ELPIS GAS CARRIER CORP., relating to the hull no. 8207 tbn LNG/C Archon.

(xi) Share purchase agreement between or among Capital Maritime, on the one hand, and CPLP and/or a wholly owned subsidiary of CPLP, on the other hand, for the acquisition of 100% of the Equity Interests of POLIS GAS CARRIER CORP., relating to the LNG/C hull no. 8206 tbn Athlos.

Exhibit 1.1(vvv)

AMI Share Purchase Agreement

SHARE PURCHASE AGREEMENT

Dated [•] 2023

between

CAPITAL MARITIME & TRADING CORP.

and

CAPITAL PRODUCT PARTNERS L.P.

one hundred (100) Shares

TABLE OF CONTENTS

i

ii

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SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of [•] 2023, by and between CAPITAL MARITIME & TRADING CORP. (the “Seller”), a corporation organized under the laws of the Republic of the Marshall Islands, and CAPITAL PRODUCT PARTNERS L.P. (the “Buyer”), a limited partnership organized under the laws of the Republic of the Marshall Islands.

WHEREAS, on November 13, 2023, the Seller, Buyer and Capital GP L.L.C. (the “General Partner”) entered into an Umbrella Agreement (the “Umbrella Agreement”), providing, among other things, for the execution of this Agreement with respect to the Vessel (as defined below).

WHEREAS, the Buyer wishes to purchase from the Seller, and the Seller wishes to sell to the Buyer, the one hundred (100) shares of capital stock (the “Shares”) representing all of the issued and outstanding shares of capital stock of OMEGA GAS CARRIERS CORP., a corporation organized under the laws of the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands (the “Vessel Owning Subsidiary”), for a purchase price of US$141,683,000 (United States Dollars One Hundred Forty One Million Six Hundred Eighty-Three Thousand) as referenced in Section 2.04.

WHEREAS, the Vessel Owning Subsidiary is the disponent owner and bareboat charterer of the Marshall Islands flagged LNG carrier AMORE MIO I with IMO no. 9943841 (the “Vessel”).

WHEREAS, by a bareboat charter dated 23 October 2023 (as amended and/or supplemented from time to time, the “Bareboat Charter”) and entered into between (i) SEA 110 LEASING CO. LIMITED, whose registered office is, as at the date hereof, at 46/F, Champion Tower, 3 Garden Road, Central, Hong Kong (the “Owner”), as owners and (ii) the Vessel Owning Subsidiary as charterers, the Owner agreed to bareboat charter the Vessel to the Vessel Owning Subsidiary pursuant to the terms and conditions contained therein and the Vessel has been delivered on 31 October 2023 under the Bareboat Charter to the Vessel Owning Subsidiary as disponent owner.

WHEREAS, the Vessel is employed as of 31 October 2023 under a time charter dated 25 October 2022 (the “Charter”) by QATARENERGY TRADING LLC, a company organized under the laws of Qatar, as charterer (the “Charterer”), at a gross charter rate of US$179,000 (United States Dollars One Hundred Seventy Nine Thousand) per day until 01 October 2026, plus or minus up to thirty (30) days at Charterer’s option.

WHEREAS, the Vessel Owning Subsidiary has entered into a commercial and technical management agreement with Capital Gas Ship Management Corp. (“Capital Gas”) dated 4 October 2023 (the “Original Management Agreement”).

NOW, THEREFORE, the Parties 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, as amended, supplemented, restated or otherwise modified from time to time;

“Applicable Law” in respect of any Person, property, transaction or event, means all laws, statutes, ordinances, regulations, municipal by-laws, treaties, judgments 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;

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

“Buyer” has the meaning given to it in the preamble;

“Buyer Entities” means the Buyer and its subsidiaries;

“Buyer Indemnitees” has the meaning given to it in Section 9.01;

“Capital Gas” has the meaning given to it in the recitals;

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

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

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

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

“Commitment” means (a) options, warrants, convertible securities, exchangeable securities, subscription rights, conversion rights, exchange rights or other contracts that could require a Person to issue any of its equity interests or to sell any equity interests it owns in another Person (other than this Agreement and the related transaction documents); (b) any other securities convertible into, exchangeable or exercisable for, or representing the right to subscribe for any equity interest of a Person or owned by a Person; and (c) stock appreciation rights, phantom stock, profit participation, or other similar rights with respect to a Person;

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

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[“Deposit” has the meaning given to it in Section 2.04;]

“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;

“Equity Interest” means (a) with respect to any entity, any and all shares of capital stock or other ownership interest and any Commitments with respect thereto, (b) any other direct equity ownership or participation in a Person and (c) any Commitments with respect to the interests described in (a) or (b);

“General Partner” has the meaning given to it in the recitals;

“Governmental Authority” means any domestic or foreign government, including federal, provincial, state, municipal, county or regional government or governmental or regulatory authority, domestic or foreign, and includes any department, commission, bureau, board, administrative agency or regulatory body of any of the foregoing and any multinational or supranational organization;

“Losses” means, with respect to any matter, all losses, claims, damages, liabilities, deficiencies, costs, expenses (including all costs of investigation, legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) or diminution of value, whether or not involving a claim from a third party, however specifically excluding consequential, special and indirect losses, loss of profit and loss of opportunity, in each case except to the extent reasonably foreseeable;

“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;

“Organizational Documents” has the meaning given to it in Section 5.03;

“Original Management Agreement” has the meaning given to it in the recitals;

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

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

“Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of the Buyer dated February 22, 2010, as amended from time to time.

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

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“Permits” has the meaning given to it in Section 5.13;

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

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time;

“Seller” has the meaning given to it in the preamble;

“Seller Entities” means the Seller and its affiliates other than the Buyer Entities;

“Seller Indemnities” has the meaning given to it in Section 9.02;

“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;

“Umbrella Agreement” has the meaning given to it in the recitals;

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

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

ARTICLE II

Purchase and Sale of Shares; Closing

SECTION 2.01. Purchase and Sale of Shares. The Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from the Seller, for the Purchase Price and in accordance with and subject to the terms and conditions set forth in this Agreement, the Shares free and clear of all Encumbrances, which in turn shall result in the Buyer chartering (indirectly) the Vessel under the Bareboat Charter. Notwithstanding the foregoing, the obligation of the Buyer to purchase the Shares shall be conditioned on the representations and warranties of the Seller contained in this Agreement being true and correct in all material respects as of the Closing as though then made and the Buyer having received as of the Closing a certificate to that effect from the Seller.

SECTION 2.02. Closing. On the terms of this Agreement, the sale and transfer of the Shares and payment of the Purchase Price shall take place on the date hereof or, if later, on the date that the conditions under Section 2.06 hereinbelow are complied with (the “Closing Date”). The sale and transfer of the Shares is hereinafter referred to as the “Closing.”

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SECTION 2.03. Place of Closing. The Closing shall take place at the premises of Capital Gas at 3 Iasonos Street, Piraeus, Greece.

SECTION 2.04. Purchase Price for Shares. On the Closing Date, the Buyer shall pay to the Seller (to such account as the Seller shall nominate) the amount of US$141,683,000 (United States Dollars US$141,683,000 (United States Dollars One Hundred Forty One Million Six Hundred Eighty-Three Thousand)) (the “Purchase Price”), for the Shares as follows: (i) concurrently with the execution of this Agreement, the Buyer has paid the amount of US$14,168,300 (United States Dollars Fourteen Million One Hundred Sixty Eighty Thousand Three Hundred) (constituting 10% of the Purchase Price) as deposit and security against such Purchase Price for the Shares (the “Deposit”); and (ii) on the Closing Date, the Buyer shall pay the Seller the remaining amount of US$127,514,700 (United States Dollars One Hundred Twenty Seven Million Five Hundred Fourteen Thousand Seven Hundred) (constituting 90% of the Purchase Price) against the delivery of the Shares as set forth herein. The Buyer shall have no responsibility or liability hereunder for the Seller’s allocation and distribution of the Purchase Price among the Seller Entities.

SECTION 2.05. Payment of the Purchase Price. The payment of any part of the Purchase Price to be paid by the Buyer on the date hereof may be netted against amounts payable on the date hereof by the Seller to the Buyer in accordance with Section 3.11 (Netting of Payments) of the Umbrella Agreement. To the extent paid in cash in United States Dollars, 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.

SECTION 2.06. Other Agreements and Conditions for the Sale. It is expressly agreed that either prior to or latest on the date of Closing the following must have occurred in form and substance reasonably acceptable to each Party:

(a) the Owner has confirmed its acceptance of the change of ownership of the Vessel Owning Subsidiary from the Seller to the Buyer under any relevant clause of the Bareboat Charter;

(b) the Seller has been released as guarantor of the performance of the Vessel Owning Subsidiary under the Bareboat Charter and been replaced by the Buyer as guarantor thereunder; and

(c) any confirmation as may be required by the Charterer under the Charter for the change of ownership of the Vessel Owning Subsidiary has been obtained.

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ARTICLE III

Representations and Warranties of the Buyer

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

SECTION 3.02. Agreement Not in Breach of Other Instruments. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfilment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any agreement or other instrument to which the Buyer is a party or by which it is bound, the Certificate of Formation of the Buyer and the Partnership Agreement, any judgment, decree, order or award of any court, governmental body or arbitrator by which the Buyer is bound, or any law, rule or regulation applicable to the Buyer which would have a material effect on the transactions contemplated hereby.

SECTION 3.03. No Legal Bar. The Buyer is not prohibited by any order, writ, injunction or decree of any body of competent jurisdiction from consummating the transactions contemplated by this Agreement and no such action or proceeding is pending or, to the best of its knowledge and belief, threatened against the Buyer which questions the validity of this Agreement, any of the transactions contemplated hereby or any action which has been taken by any of the Parties in connection herewith or in connection with any of the transactions contemplated hereby.

SECTION 3.04. Securities Act. The Shares purchased by the Buyer pursuant to this Agreement are being acquired for investment purposes only and not with a view to any public distribution thereof, and the Buyer shall not offer to sell or otherwise dispose of the Shares so acquired by it in violation of any of the registration requirements of the Securities Act. The Buyer acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Shares, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in all of the Shares. The Buyer is an “accredited investor” as such term is defined in Regulation D under the Securities Act. The Buyer understands that, when transferred to the Buyer at the Closing, none of the Shares will be registered pursuant to the Securities Act and that all of the Shares will constitute “restricted securities” under the federal securities laws of the United States.

SECTION 3.05. Independent Investigation. The Buyer has had the opportunity to conduct to its own satisfaction independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Vessel Owning Subsidiary and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Articles IV, V and VI.

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ARTICLE IV

Representations and Warranties of the Seller

The Seller represents and warrants to the Buyer that as of the date hereof [and as of 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 transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller, has been effectively authorized by all necessary action, corporate or otherwise, and constitutes legal, valid and binding obligations of the Seller. No meeting has been convened or resolution proposed or petition presented and no order has been made to wind up the Seller.

SECTION 4.02. Agreement Not in Breach. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfilment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any agreement or other instrument to which the Seller is a party or by which it is bound, the Articles of Incorporation and Bylaws of the Seller, any judgment, decree, order or award of any court, governmental body or arbitrator by which the Seller is bound, or any law, rule or regulation applicable to the Seller.

SECTION 4.03. No Legal Bar. The Seller is not prohibited by any order, writ, injunction or decree of any body of competent jurisdiction from consummating the transactions contemplated by this Agreement and no such action or proceeding is pending or, to the best of its knowledge and belief, threatened against the Seller which questions the validity of this Agreement, any of the transactions contemplated hereby or any action which has been taken by any of the Parties in connection herewith or in connection with any of the transactions contemplated hereby.

SECTION 4.04. Good and Marketable Title to Shares. The Seller is the owner (of record and beneficially) of all of the Shares and has good and marketable title to the Shares, free and clear of any and all Encumbrances. The Shares constitute 100% of the issued and outstanding Equity Interests of the Vessel Owning Subsidiary.

SECTION 4.05. The Shares. Assuming the Buyer has the requisite power and authority to be the lawful owner of the Shares, upon delivery to the Buyer at the Closing of certificates representing the Shares, duly endorsed by the Seller for transfer to the Buyer or accompanied by appropriate instruments sufficient to evidence the transfer from the Seller to the Buyer of the Shares under the Applicable Laws of the relevant jurisdiction, or delivery of such Shares by electronic means, and upon the Seller’s receipt of the Purchase Price, the Buyer shall own good and valid title to the Shares, free and clear of any Encumbrances, other than those arising from acts of the Buyer Entities. Other than this Agreement and any related transaction documents, the Organizational Documents and restrictions imposed by Applicable Law, at the Closing, the Shares will not be subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Shares, other than any agreement to which any Buyer Entity is a party.

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SECTION 4.06. Independent Investigation. The Seller has had the opportunity to conduct to its own satisfaction independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Buyer and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article III.

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 as of 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 the Republic of the Marshall Islands. 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. No meeting has been convened or resolution proposed or petition presented and no order has been made to wind up the Vessel Owning Subsidiary.

SECTION 5.02. Capitalization; Title to Shares. The Shares consist of 100 shares of capital stock without par value and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding Equity Interests of the Vessel Owning Subsidiary. There are not outstanding (i) any options, warrants or other rights to purchase from the Vessel Owning Subsidiary any equity interests of the Vessel Owning Subsidiary, (ii) any securities convertible into or exchangeable for shares of such equity interests of the Vessel Owning Subsidiary or (iii) any other commitments of any kind for the issuance of additional shares of equity interests 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 as of the date hereof and as of the Closing (the “Organizational Documents”).

SECTION 5.04. Agreement Not in Breach. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate, or result in a breach of, any of the terms and provisions of, or constitute a default under, or conflict with, or give any other party thereto a right to terminate any agreement or other instrument to which the Vessel Owning Subsidiary is a party or by which it is bound including, without limitation, any of the Organizational Documents, or any judgment, decree, order or award of any court, governmental body or arbitrator applicable to the Vessel Owning Subsidiary.

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

SECTION 5.07. Personnel. The Vessel Owning Subsidiary has no employees.

SECTION 5.08. Contracts and Agreements. Other than the Bareboat Charter, the Charter and the Management Agreement (together, the “Contracts”), there are no material contracts or agreements, written or oral, to which the Vessel Owning Subsidiary is a party or by which any of its assets are bound.

(a) Each of the Contracts is a valid and binding agreement of the Vessel Owning Subsidiary, and to the best knowledge of the Seller, of all other parties thereto;

(b) The Vessel Owning Subsidiary has fulfilled all material obligations required pursuant to its Contracts to have been performed by it prior to the date hereof (and, at the Closing, will have fulfilled all material obligations required pursuant to its Contracts to have been performed by it prior to the Closing) and has not waived any material rights thereunder, including payment in full of the purchase price for the Vessel, together with any other payments of the Vessel Owning Subsidiary due thereunder;

(c) There has not occurred any material default under any of the Contracts on the part of the Vessel Owning Subsidiary, or to the best knowledge of the Seller, on the part of any other party thereto nor has any event occurred which with the giving of notice or the lapse of time, or both, would constitute any material default on the part of the Vessel Owning Subsidiary under any of the Contracts nor, to the best knowledge of the Seller, has any event occurred which with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any other party to any of the Contracts.

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

SECTION 5.10. No Undisclosed Liabilities. The Vessel Owning Subsidiary (or the Vessel owned by it) has no liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, and whether due or to become due (including, without limitation, any liability for Taxes and interest, penalties and other charges payable with respect to any such liability or obligation). Notwithstanding the foregoing, the Parties acknowledge and agree that there may be obligations under the Contracts that are not due and payable as of the date hereof or as of the Closing and that will be the responsibility of the Seller pursuant to Section 9.01(c) of this Agreement.

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 which would render such information untrue or misleading.

SECTION 5.12. Payment of Taxes. The Vessel Owning Subsidiary has filed all foreign, federal, state and local income and franchise tax returns required to be filed, which returns are correct and complete in all material respects, and has timely paid all taxes due from it, and the Vessel is in good standing with respect to the payment of past and current Taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction.

SECTION 5.13. Permits. The Vessel Owning Subsidiary has such permits, consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has all declarations and filings with, and is qualified and in good standing in each jurisdiction of, all federal, provincial, state, local or foreign Governmental Authorities and other Persons, as are necessary to own or lease its properties and to conduct its business in the manner that is standard and customary for a business of its nature other than such Permits the absence of which, individually or in the aggregate, has not and could not reasonably be expected to materially or adversely affect the Vessel Owning Subsidiary. The Vessel Owning Subsidiary has fulfilled and performed all its obligations with respect to such Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the

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holder of any such Permit, except for such non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, materially or adversely affect the Vessel Owning Subsidiary, and none of such Permits contains any restriction that is materially burdensome to the Vessel Owning Subsidiary.

SECTION 5.14. No Material Adverse Change in Business. Since the date of incorporation of the Vessel Owning Subsidiary, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Vessel Owning Subsidiary, whether or not arising in the ordinary course of business, that would have or could reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Vessel Owning Subsidiary.

ARTICLE VI

Representations and Warranties of

the Seller regarding the Vessel

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

SECTION 6.01. Title to Vessel. The Vessel Owning Subsidiary is the bareboat charterer of the Vessel.

SECTION 6.02. No Encumbrances. The assets of the Vessel Owning Subsidiary and the Vessel are free of all Encumbrances other than the Encumbrances arising under the Bareboat Charter.

SECTION 6.03. Condition. The Vessel is (i) adequate and suitable for use by the Vessel Owning Subsidiary in the manner that is standard and customary for a vessel of its type, ordinary wear and tear excepted; (ii) seaworthy in all material respects for hull and machinery insurance warranty purposes and in good running order and repair; (iii) insured against all risks, and in amounts, consistent with common industry practices; (iv) in compliance with maritime laws and regulations; and (v) in compliance in all material respects with the requirements of its class and classification society; and all class certificates of the Vessel are clean and valid and free of recommendations affecting class; and the Buyer acknowledges and agrees that, subject only to the representations and warranties in this Agreement, it is acquiring the Vessel on an “as is, where is” basis.

ARTICLE VII

Covenants

SECTION 7.01. Financial Statements. The Seller agrees to cause the Vessel Owning Subsidiary to provide access to the books and records of the Vessel Owning Subsidiary to allow the Buyer’s outside auditing firm to prepare at the Buyer’s expense any information, review or audit the Buyer reasonably believes is required to be furnished or provided by the Buyer

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pursuant to applicable securities laws. The Seller will (A) direct its auditors to provide the Buyer’s auditors access to the auditors’ work papers and (B) use its commercially reasonable efforts to assist the Buyer with any such information, review or audit and to provide other financial information reasonably requested by the Buyer or its auditors, including the delivery by the Seller Entities of any information, letters and similar documentation, including reasonable “management representation letters” and attestations.

SECTION 7.02. Expenses. All costs, fees and expenses incurred by the Buyer in connection with this Agreement and the related transaction documents shall be paid by the Buyer, including all costs, fees and expenses incurred by the Buyer in connection with conveyance fees, recording charges and other fees and charges applicable to the transfer of the Shares. For the avoidance of doubt, all costs and expenses incurred by the Buyer to load the Vessel with fuel oil, lubricating oil, greases, fresh water and other stores necessary to operate the Vessel after the Closing as well as in connection with the delivery of the Vessel to the delivery port (ballast) shall be for the Buyer’s account.

SECTION 7.03. Fees and Expenses under any Financing Arrangement. On the Closing Date the Buyer shall reimburse the Seller for the pro rata share, on the basis of ownership days, of the arrangement fee paid by the Seller to the Owner under the Bareboat Charter.

SECTION 7.04. Management Agreement. At the Closing, the Original Management Agreement will be terminated without further liability of the Vessel Owning Subsidiary, and the Vessel Owning Subsidiary will enter into a Floating Rate Management Agreement with Capital Gas, on the terms and substantially in the form set out in Exhibit 8.5 to the Umbrella Agreement.

ARTICLE VIII

Amendments and Waivers

SECTION 8.01. Amendments and Waivers. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties. 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 IX

Indemnification

SECTION 9.01. Indemnity by the Seller. The Seller shall be liable for, and shall indemnify the Buyer and each of its subsidiaries and each of their directors, employees, agents and representatives (the “Buyer Indemnitees”) against and hold them harmless from, any Losses suffered or incurred by such Buyer Indemnitee:

(a) by reason of, arising out of or otherwise in respect of any inaccuracy in, or breach of, any representation or warranty (without giving effect to any qualifications as to materiality or dollar amount or other similar qualifications), or a failure to perform or observe any covenant, agreement or obligation of, the Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Seller;

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

(c) by reason of, arising out of or otherwise in respect of assets owned by the Vessel Owning Subsidiary or the assets, operations, and obligations of the Vessel Owning Subsidiary or the businesses thereof to the extent relating to, arising from, or otherwise attributable to facts, circumstances or events occurring prior to the Closing Date.

SECTION 9.02. Indemnity by the Buyer. The Buyer shall indemnify the Seller and its subsidiaries other than any Buyer Indemnitees and each of their respective officers, directors, employees, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from, any Losses suffered or incurred by such Seller Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, or breach of, any representation or warranty (without giving effect to any qualifications as to materiality or dollar amount or other similar qualifications), or a failure to perform or observe any covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer.

SECTION 9.03. Exclusive Post-Closing Remedy. After the Closing, and except for any non-monetary, equitable relief to which any Party may be entitled, or any remedies for willful misconduct or actual fraud, the rights and remedies set forth in this Article IX shall constitute the sole and exclusive rights and remedies of the Parties under or with respect to the subject matter of this Agreement.

ARTICLE X

Miscellaneous

SECTION 10.01. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed wholly within such jurisdiction without giving effect to conflict of law principles thereof other than Section 5-1401 of the New York General Obligations Law, except to the extent that it is mandatory that the law of some other jurisdiction, wherein the Vessel is located, shall apply.

SECTION 10.02. 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.

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SECTION 10.03. Complete Agreement. The Umbrella Agreement and this Agreement contains the entire agreement between the Parties with respect to the transactions contemplated herein and, except as provided herein, supersedes all previous oral and written and all contemporaneous oral negotiations, commitments, writings and understandings.

SECTION 10.04. 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 10.05. 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 10.06. Third Party Rights. Except to the extent provided in Article IX, 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 10.07. 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 Capital Maritime & Trading Corp., as follows:

c/o Capital Ship Management Corp.

3 Iasonos Street, Piraeus, Greece

Attention: Gerasimos Kalogiratos

Facsimile: +30 210 428 4286

(b) if to Capital Product Partners L.P., as follows:

c/o Capital Ship Management Corp.

3 Iasonos Street, Piraeus, Greece

Attention: CEO/CFO of Capital Product Partners L.P.

Facsimile: +30 210 428 4285

and any such notice shall be deemed to have been received (i) on the next working day in the place to which it is sent, if sent by facsimile or (ii) forty eight (48) hours from the time of dispatch, if sent by courier.

SECTION 10.08. Representations and Warranties to Survive. All representations and warranties of the Buyer and Seller contained in this Agreement shall survive the Closing and shall remain operative and in full force and effect after the Closing, regardless of (a) any investigation made by or on behalf of any Party or its affiliates, any Person controlling any Party, its officers or directors, and (b) delivery of and payment for the Shares.

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SECTION 10.09. Remedies. Except as expressly provided in Section 9.03, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available at law or in equity. Except as expressly provided in this Agreement, nothing in this Agreement will be considered an election of remedies.

SECTION 10.10. Non-recourse to General Partner. Neither the General Partner nor any other owner of Equity Interests in the Buyer shall be liable for the obligations of the Buyer under this Agreement or any of the related transaction documents, including, in each case, by reason of any payment obligation imposed by governing partnership statutes.

SECTION 10.11. Expenses. Each Party shall bear all costs, fees and expenses incurred or payable by such Party or its subsidiaries (including, in the case of the Seller, the Vessel Owning Subsidiary) in connection with this Agreement and the related transaction documents, including the fees, expenses and disbursements of its counsel, accountants, brokers and financial advisors.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be signed as of the date first above written.

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Initial Vessels Share Purchase Agreements – Agamemnon

SHARE PURCHASE AGREEMENT

Dated [•] 2023

between

CAPITAL MARITIME & TRADING CORP.

and

CAPITAL PRODUCT PARTNERS L.P.

one hundred (100) Shares

TABLE OF CONTENTS

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SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of [•] 2023, by and between CAPITAL MARITIME & TRADING CORP. (the “Seller”), a corporation organized under the laws of the Republic of the Marshall Islands, and CAPITAL PRODUCT PARTNERS L.P. (the “Buyer”), a limited partnership organized under the laws of the Republic of the Marshall Islands.

WHEREAS, on November [•], 2023, the Seller, Buyer and Capital GP L.L.C. (the “General Partner”) entered into an Umbrella Agreement (the “Umbrella Agreement”), providing, among other things, for the execution of this Agreement with respect to the Vessel (as defined below).

WHEREAS, the Buyer wishes to purchase from the Seller, and the Seller wishes to sell to the Buyer, the one hundred (100) shares of capital stock (the “Shares”) representing all of the issued and outstanding shares of capital stock of AIOLOS GAS CARRIERS CORP., a corporation organized under the laws of the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands (the “Vessel Owning Subsidiary”), for a purchase price of US$US$270,000,000 (United States Dollars Two Hundred Seventy Million) as referenced in Section 2.04.

WHEREAS, the Vessel Owning Subsidiary has entered into a certain shipbuilding contract, dated as of 14 June 2022, by and between the Vessel Owning Subsidiary as buyer and HYUNDAI SAMHO HEAVY INDUSTRIES CO., LTD., a company organized and existing under the laws of the Republic of Korea, having its principal office at 93 Daebul-Ro, Samho-Eup, Yeongam-Gun, Jeollanam-Do, Korea as builder and seller (the “Builder”) as amended and supplemented (the “Shipbuilding Contract”) for the construction and sale of one LNG carrier under hull no. 8199 tbn AGAMEMNON (the “Vessel”), which is currently under construction by the Builder.

NOW, THEREFORE, the Parties 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, as amended, supplemented, restated or otherwise modified from time to time;

“Applicable Law” in respect of any Person, property, transaction or event, means all laws, statutes, ordinances, regulations, municipal by-laws, treaties, judgments 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;

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

“Buyer” has the meaning given to it in the preamble;

“Buyer Entities” means the Buyer and its subsidiaries;

“Buyer Indemnitees” has the meaning given to it in Section 9.01;

“Capital Gas” means Capital Gas Ship Management Corp.;

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

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

“Commitment” means (a) options, warrants, convertible securities, exchangeable securities, subscription rights, conversion rights, exchange rights or other contracts that could require a Person to issue any of its equity interests or to sell any equity interests it owns in another Person (other than this Agreement and the related transaction documents); (b) any other securities convertible into, exchangeable or exercisable for, or representing the right to subscribe for any equity interest of a Person or owned by a Person; and (c) stock appreciation rights, phantom stock, profit participation, or other similar rights with respect to a Person;

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

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

“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;

“Equity Interest” means (a) with respect to any entity, any and all shares of capital stock or other ownership interest and any Commitments with respect thereto, (b) any other direct equity ownership or participation in a Person and (c) any Commitments with respect to the interests described in (a) or (b);

“General Partner” has the meaning given to it in the recitals;

“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;

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“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, in each case except to the extent reasonably foreseeable;

“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;

“Organizational Documents” has the meaning given to it in Section 5.03;

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

“Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of the Buyer dated February 22, 2010, as amended from time to time.

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

“Permits” has the meaning given to it in Section 5.13;

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

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time;

“Seller” has the meaning given to it in the preamble;

“Seller Entities” means the Seller and its affiliates other than the Buyer Entities;

“Seller Indemnities” has the meaning given to it in Section 9.02;

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

“Shipbuilding Contract” 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;

“Umbrella Agreement” has the meaning given to it in the recitals;

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

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

ARTICLE II

Purchase and Sale of Shares; Closing

SECTION 2.01. Purchase and Sale of Shares. The Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from the Seller, for the Purchase Price and in accordance with and subject to the terms and conditions set forth in this Agreement, the Shares free and clear of all Encumbrances, which in turn shall result in the Buyer indirectly owning the Vessel. Notwithstanding the foregoing, the obligation of the Buyer to purchase the Shares shall be conditioned on the representations and warranties of the Seller contained in this Agreement being true and correct in all material respects as of the Closing as though then made and the Buyer having received as of the Closing a certificate to that effect from the Seller.

SECTION 2.02. Closing. On the terms of this Agreement, the sale and transfer of the Shares and payment of the Purchase Price shall take place on the date of delivery of the Vessel from the Builder to the Vessel Owning Subsidiary as buyer according to the terms and conditions of the Shipbuilding Contract, on any date on or prior to 26 December 2026 (the “Closing Date”). The sale and transfer of the Shares is hereinafter referred to as the “Closing”.

SECTION 2.03. Place of Closing. The Closing shall take place at the premises of Capital Gas at 3 Iassonos Street, Piraeus, Greece.

SECTION 2.04. Purchase Price for Shares and Deposit. The Buyer shall pay to the Seller (to such account as the Seller shall nominate) the amount of $270,000,000 (United States Dollars Two Hundred Seventy Million)) (the “Purchase Price”) for the Shares as follows: (i) concurrently with the execution of this Agreement, the Buyer has paid the amount of $27,000,000 (United States Dollars Twenty Seven Million) (constituting 10% of the Purchase Price) as deposit and security against such Purchase Price for the Shares (the “Deposit”); and (ii) on the Closing Date, the Buyer shall pay the Seller the remaining amount of US$243,000,000 (United States Dollars Two Hundred Forty Three Million) (constituting 90% of the Purchase Price) against the delivery of the Shares as set forth herein. The Buyer shall have no responsibility or liability hereunder for the Seller’s allocation and distribution of the Purchase Price among the Seller Entities.

SECTION 2.05. Refund of Deposit. If the Vessel is rejected by the Vessel Owning Subsidiary in accordance with the terms of the Shipbuilding Contract and the Vessel Owning Subsidiary terminates, cancels or rescinds the Shipbuilding Contract pursuant to any of the provisions thereof specifically permitting the Vessel Owning Subsidiary to do so, the Seller shall forthwith (not later than 30 days after receipt of notice of such termination) refund to the Buyer, in U.S. Dollars, the full amount of the Deposit. Such refund shall forthwith discharge all the obligations, duties and liabilities under this Agreement of each of the Parties to the other except for any outstanding amounts due by the Buyer to the Seller if any, hereunder.

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SECTION 2.06. Payment of the Purchase Price. The payment of any part of the Deposit or the Purchase Price to be paid by the Buyer may be netted against amounts payable on such date by the Seller to the Buyer in accordance with Section 3.11 (Netting of Payments) of the Umbrella Agreement. To the extent paid in cash in United States Dollars, 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.

SECTION 2.07. Other Agreements and Conditions for the Sale. It is expressly agreed that either prior to or latest on the date of Closing the following must have occurred in form and substance reasonably acceptable to each Party: any confirmation as may be required by the Charterer under the Charter for the change of ownership of the Vessel Owning Subsidiary has been obtained.

ARTICLE III

Representations and Warranties of the Buyer

The Buyer represents and warrants to the Seller that:

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

SECTION 3.02. Agreement Not in Breach of Other Instruments. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfilment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any agreement or other instrument to which the Buyer is a party or by which it is bound, the Certificate of Formation of the Buyer and the Partnership Agreement, any judgment, decree, order or award of any court, governmental body or arbitrator by which the Buyer is bound, or any law, rule or regulation applicable to the Buyer which would have a material effect on the transactions contemplated hereby.

SECTION 3.03. No Legal Bar. The Buyer is not prohibited by any order, writ, injunction or decree of any body of competent jurisdiction from consummating the transactions contemplated by this Agreement and no such action or proceeding is pending or, to the best of its knowledge and belief, threatened against the Buyer which questions the validity of this Agreement, any of the transactions contemplated hereby or any action which has been taken by any of the Parties in connection herewith or in connection with any of the transactions contemplated hereby.

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SECTION 3.04. Securities Act. The Shares purchased by the Buyer pursuant to this Agreement are being acquired for investment purposes only and not with a view to any public distribution thereof, and the Buyer shall not offer to sell or otherwise dispose of the Shares so acquired by it in violation of any of the registration requirements of the Securities Act. The Buyer acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Shares, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in all of the Shares. The Buyer is an “accredited investor” as such term is defined in Regulation D under the Securities Act. The Buyer understands that, when transferred to the Buyer at the Closing, none of the Shares will be registered pursuant to the Securities Act and that all of the Shares will constitute “restricted securities” under the federal securities laws of the United States.

SECTION 3.05. Independent Investigation. The Buyer has had the opportunity to conduct to its own satisfaction independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Vessel Owning Subsidiary and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Articles IV, V and VI.

ARTICLE IV

Representations and Warranties of the Seller

The Seller represents and warrants to the Buyer that:

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

SECTION 4.02. Agreement Not in Breach. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfilment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any agreement or other instrument to which the Seller is a party or by which it is bound, the Articles of Incorporation and Bylaws of the Seller, any judgment, decree, order or award of any court, governmental body or arbitrator by which the Seller is bound, or any law, rule or regulation applicable to the Seller.

SECTION 4.03. No Legal Bar. The Seller is not prohibited by any order, writ, injunction or decree of any body of competent jurisdiction from consummating the transactions contemplated by this Agreement and no such action or proceeding is pending or, to the best of its knowledge and belief, threatened against the Seller which questions the validity of this Agreement, any of the transactions contemplated hereby or any action which has been taken by any of the Parties in connection herewith or in connection with any of the transactions contemplated hereby.

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SECTION 4.04. Good and Marketable Title to Shares. The Seller is the owner (of record and beneficially) of all of the Shares and has good and marketable title to the Shares, free and clear of any and all Encumbrances. The Shares constitute 100% of the issued and outstanding Equity Interests of the Vessel Owning Subsidiary.

SECTION 4.05. The Shares. Assuming the Buyer has the requisite power and authority to be the lawful owner of the Shares, upon delivery to the Buyer at the Closing of certificates representing the Shares, duly endorsed by the Seller for transfer to the Buyer or accompanied by appropriate instruments sufficient to evidence the transfer from the Seller to the Buyer of the Shares under the Applicable Laws of the relevant jurisdiction, or delivery of such Shares by electronic means, and upon the Seller’s receipt of the Purchase Price, the Buyer shall own good and valid title to the Shares, free and clear of any Encumbrances, other than those arising from acts of the Buyer Entities. Other than this Agreement and any related transaction documents, the Organizational Documents and restrictions imposed by Applicable Law, at the Closing, the Shares will not be subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Shares, other than any agreement to which any Buyer Entity is a party.

SECTION 4.06. Independent Investigation. The Seller has had the opportunity to conduct to its own satisfaction independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Buyer and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article III.

ARTICLE V

Representations and Warranties of

the Seller Regarding the Vessel Owning Subsidiary

The Seller represents and warrants to the Buyer that:

SECTION 5.01. Organization Good Standing and Authority. The Vessel Owning Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the Republic of the Marshall Islands. The Vessel Owning 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. No meeting has been convened or resolution proposed or petition presented and no order has been made to wind up the Vessel Owning Subsidiary.

SECTION 5.02. Capitalization; Title to Shares. The Shares consist of 100 shares of capital stock without par value and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding Equity Interests of the Vessel Owning Subsidiary. There are not outstanding (i) any options, warrants or other rights to purchase from the Vessel Owning Subsidiary any equity interests of the Vessel Owning Subsidiary, (ii) any securities convertible into or exchangeable for shares of such equity interests of the Vessel Owning Subsidiary or (iii) any other commitments of any kind for the issuance of additional shares of equity interests or options, warrants or other securities of the Vessel Owning Subsidiary.

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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 as of the date hereof and as of the Closing (the “Organizational Documents”).

SECTION 5.04. Agreement Not in Breach. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate, or result in a breach of, any of the terms and provisions of, or constitute a default under, or conflict with, or give any other party thereto a right to terminate any agreement or other instrument to which the Vessel Owning Subsidiary is a party or by which it is bound including, without limitation, any of the Organizational Documents, or any judgment, decree, order or award of any court, governmental body or arbitrator applicable to the Vessel Owning Subsidiary.

SECTION 5.05. 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 the Seller or any spouse, child, or other relative or any affiliate of any such person, nor shall any such officer, director, stockholder, employee, relative or affiliate be indebted to the Vessel Owning Subsidiary.

SECTION 5.07. Personnel. The Vessel Owning Subsidiary has no employees.

SECTION 5.08. Contract and Agreements. Other than the Shipbuilding Contract (the “Contract”), there are no material contracts or agreements, written or oral, to which the Vessel Owning Subsidiary is a party or by which any of its assets are bound.

(a) The Contract is a valid and binding agreement of the Vessel Owning Subsidiary, and to the best knowledge of the Seller, of all other parties thereto;

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(b) The Vessel Owning Subsidiary has fulfilled all material obligations required pursuant to its Contract to have been performed by it prior to the date hereof (and, at the Closing, will have fulfilled all material obligations required pursuant to its Contract to have been performed by it prior to the Closing) and has not waived any material rights thereunder, including payment in full of the purchase price for the Vessel, together with any other payments of the Vessel Owning Subsidiary due thereunder;

(c) There has not occurred any material default under Contract on the part of the Vessel Owning Subsidiary, or to the best knowledge of the Seller, on the part of any other party thereto nor has any event occurred which with the giving of notice or the lapse of time, or both, would constitute any material default on the part of the Vessel Owning Subsidiary under the Contract nor, to the best knowledge of the Seller, has any event occurred which with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any other party to the Contract.

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

SECTION 5.10. No Undisclosed Liabilities. The Vessel Owning Subsidiary (or the Vessel owned by it) has no liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, and whether due or to become due (including, without limitation, any liability for Taxes and interest, penalties and other charges payable with respect to any such liability or obligation). Notwithstanding the foregoing, the Parties acknowledge and agree that there may be obligations under the Contract[s] that are not due and payable as of the date hereof or as of the Closing and that will be the responsibility of the Seller pursuant to Section 9.01(c) of this Agreement.

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 which would render such information untrue or misleading.

SECTION 5.12. Payment of Taxes. The Vessel Owning Subsidiary has filed all foreign, federal, state and local income and franchise tax returns required to be filed, which returns are correct and complete in all material respects, and has timely paid all taxes due from it, and the Vessel is in good standing with respect to the payment of past and current Taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction.

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SECTION 5.13. Permits. The Vessel Owning Subsidiary has such permits, consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has all declarations and filings with, and is qualified and in good standing in each jurisdiction of, all federal, provincial, state, local or foreign Governmental Authorities and other Persons, as are necessary to own or lease its properties and to conduct its business in the manner that is standard and customary for a business of its nature other than such Permits the absence of which, individually or in the aggregate, has not and could not reasonably be expected to materially or adversely affect the Vessel Owning Subsidiary. The Vessel Owning Subsidiary has fulfilled and performed all its obligations with respect to such Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, materially or adversely affect the Vessel Owning Subsidiary, and none of such Permits contains any restriction that is materially burdensome to the Vessel Owning Subsidiary.

SECTION 5.14. No Material Adverse Change in Business. Since the date of incorporation of the Vessel Owning Subsidiary, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Vessel Owning Subsidiary, whether or not arising in the ordinary course of business, that would have or could reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Vessel Owning Subsidiary.

ARTICLE VI

Representations and Warranties of

the Seller regarding the Vessel

SECTION 6.01. Title to Vessel; No Encumbrance. The Seller represents and warrants to the Buyer that (i) the Vessel Owning Subsidiary is the buyer of the Vessel under the Shipbuilding Contract (ii) the assets of the Vessel Owning Subsidiary are free of all Encumbrances and (iii) as of the Closing Date the Vessel will be free of all Encumbrances.

SECTION 6.02. Condition. The Seller represents and warrants to the Buyer as of the Closing Date that the Vessel will be (i) adequate and suitable for use by the Vessel Owning Subsidiary in the manner that is standard and customary for a vessel of its type, ordinary wear and tear excepted; (ii) seaworthy in all material respects for hull and machinery insurance warranty purposes and in good running order and repair; (iii) in compliance with maritime laws and regulations; and (iv) in compliance in all material respects with the requirements of its class and classification society; and all class certificates of the Vessel are clean and valid and free of recommendations affecting class; and the Buyer acknowledges and agrees that, subject only to the representations and warranties in this Agreement, it is acquiring the Vessel on an “as is, where is” basis.

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ARTICLE VII

Covenants

SECTION 7.01. Financial Statements. The Seller agrees to cause the Vessel Owning Subsidiary to provide access to the books and records of the Vessel Owning Subsidiary to allow the Buyer’s outside auditing firm to prepare at the Buyer’s expense any information, review or audit the Buyer reasonably believes is required to be furnished or provided by the Buyer pursuant to applicable securities laws. The Seller will (A) direct its auditors to provide the Buyer’s auditors access to the auditors’ work papers and (B) use its commercially reasonable efforts to assist the Buyer with any such information, review or audit and to provide other financial information reasonably requested by the Buyer or its auditors, including the delivery by the Seller Entities of any information, letters and similar documentation, including reasonable “management representation letters” and attestations.

SECTION 7.02. Expenses. All costs, fees and expenses incurred by the Buyer in connection with this Agreement and the related transaction documents shall be paid by the Buyer, including all costs, fees and expenses incurred by the Buyer in connection with conveyance fees, recording charges and other fees and charges applicable to the transfer of the Shares. For the avoidance of doubt, all costs and expenses for the supervision of the Vessel’s construction until its delivery from the Builder to the Vessel Owning Subsidiary shall be for the Seller’s account and all costs and expenses incurred by the Buyer on behalf of the Vessel Owning Subsidiary to load the Vessel with fuel oil, lubricating oil, greases, fresh water and other stores necessary to operate the Vessel after the Closing shall be for the Buyer’s account.

SECTION 7.03. Management Agreement. At the Closing, the Vessel Owning Subsidiary will enter into a Floating Rate Management Agreement with Capital Gas, on the terms and substantially in the form set out in Exhibit 8.5 to the Umbrella Agreement.

ARTICLE VIII

Amendments and Waivers

SECTION 8.01. Amendments and Waivers. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties. 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 IX

Indemnification

SECTION 9.01. Indemnity by the Seller. The Seller shall be liable for, and shall indemnify the Buyer and each of its subsidiaries and each of their directors, employees, agents and representatives (the “Buyer Indemnitees”) against and hold them harmless from, any Losses suffered or incurred by such Buyer Indemnitee:

(a) by reason of, arising out of or otherwise in respect of any inaccuracy in, or breach of, any representation or warranty (without giving effect to any qualifications as to materiality or dollar amount or other similar qualifications), or a failure to perform or observe any covenant, agreement or obligation of, the Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Seller;

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

(c) by reason of, arising out of or otherwise in respect of assets owned by the Vessel Owning Subsidiary or the assets, operations, and obligations of the Vessel Owning Subsidiary or the businesses thereof to the extent relating to, arising from, or otherwise attributable to facts, circumstances or events occurring prior to the Closing Date.

SECTION 9.02. Indemnity by the Buyer. The Buyer shall indemnify the Seller and its subsidiaries other than any Buyer Indemnitees and each of their respective officers, directors, employees, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from, any Losses suffered or incurred by such Seller Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, or breach of, any representation or warranty (without giving effect to any qualifications as to materiality or dollar amount or other similar qualifications), or a failure to perform or observe any covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer.

SECTION 9.03. Exclusive Post-Closing Remedy. After the Closing, and except for any non-monetary, equitable relief to which any Party may be entitled, or any remedies for willful misconduct or actual fraud, the rights and remedies set forth in this Article IX shall constitute the sole and exclusive rights and remedies of the Parties under or with respect to the subject matter of this Agreement.

ARTICLE X

Miscellaneous

SECTION 10.01. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed wholly within such jurisdiction without giving effect to conflict of law principles thereof other than Section 5-1401 of the New York General Obligations Law, except to the extent that it is mandatory that the law of some other jurisdiction, wherein the Vessel is located, shall apply.

SECTION 10.02. 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.

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SECTION 10.03. Complete Agreement. The Umbrella Agreement and this Agreement contains the entire agreement between the Parties with respect to the transactions contemplated herein and, except as provided herein, supersedes all previous oral and written and all contemporaneous oral negotiations, commitments, writings and understandings.

SECTION 10.04. 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 10.05. 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 10.06. Third Party Rights. Except to the extent provided in Article IX, 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 10.07. 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 Capital Maritime & Trading Corp., as follows:

c/o Capital Ship Management Corp.

3 Iasonos Street, Piraeus, Greece

Attention: Gerasimos Kalogiratos

Facsimile: +30 210 428 4286

(b) if to Capital Product Partners L.P., as follows:

c/o Capital Ship Management Corp.

3 Iasonos Street, Piraeus, Greece

Attention: CEO/CFO of Capital Product Partners L.P.

Facsimile: +30 210 428 4285

and any such notice shall be deemed to have been received (i) on the next working day in the place to which it is sent, if sent by facsimile or (ii) forty eight (48) hours from the time of dispatch, if sent by courier.

SECTION 10.08. Representations and Warranties to Survive. All representations and warranties of the Buyer and Seller contained in this Agreement shall survive the Closing and shall remain operative and in full force and effect after the Closing, regardless of (a) any investigation made by or on behalf of any Party or its affiliates, any Person controlling any Party, its officers or directors, and (b) delivery of and payment for the Shares.

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SECTION 10.09. Remedies. Except as expressly provided in Section 9.03, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available at law or in equity. Except as expressly provided in this Agreement, nothing in this Agreement will be considered an election of remedies.

SECTION 10.10. Non-recourse to General Partner. Neither the General Partner nor any other owner of Equity Interests in the Buyer shall be liable for the obligations of the Buyer under this Agreement or any of the related transaction documents, including, in each case, by reason of any payment obligation imposed by governing partnership statutes.

SECTION 10.11. Expenses. Each Party shall bear all costs, fees and expenses incurred or payable by such Party or its subsidiaries (including, in the case of the Seller, the Vessel Owning Subsidiary) in connection with this Agreement and the related transaction documents, including the fees, expenses and disbursements of its counsel, accountants, brokers and financial advisors.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be signed as of the date first above written.

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Initial Vessels Share Purchase Agreements – Aktoras

SHARE PURCHASE AGREEMENT

Dated [•] 2023

between

CAPITAL MARITIME & TRADING CORP.

and

CAPITAL PRODUCT PARTNERS L.P.

one hundred (100) Shares

TABLE OF CONTENTS

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SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of [•] 2023, by and between CAPITAL MARITIME & TRADING CORP. (the “Seller”), a corporation organized under the laws of the Republic of the Marshall Islands, and CAPITAL PRODUCT PARTNERS L.P. (the “Buyer”), a limited partnership organized under the laws of the Republic of the Marshall Islands.

WHEREAS, on November [•], 2023, the Seller, Buyer and Capital GP L.L.C. (the “General Partner”) entered into an Umbrella Agreement (the “Umbrella Agreement”), providing, among other things, for the execution of this Agreement with respect to the Vessel (as defined below).

WHEREAS, the Buyer wishes to purchase from the Seller, and the Seller wishes to sell to the Buyer, the one hundred (100) shares of capital stock (the “Shares”) representing all of the issued and outstanding shares of capital stock of TAURUS GAS CARRIER CORP., a corporation organized under the laws of the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands (the “Vessel Owning Subsidiary”), for a purchase price of US$311,000,000 (United States Dollars Three Hundred Eleven Million), as referenced in Section 2.04.

WHEREAS, the Vessel Owning Subsidiary has entered into a certain shipbuilding contract, dated as of 4 November 2021, by and between the Vessel Owning Subsidiary as buyer and HYUNDAI SAMHO HEAVY INDUSTRIES CO., LTD., a company organized and existing under the laws of the Republic of Korea, having its principal office at 93 Daebul-Ro, Samho-Eup, Yeongam-Gun, Jeollanam-Do, Korea as builder and seller (the “Builder”) as amended and supplemented (the “Shipbuilding Contract”) for the construction and sale of one LNG carrier under hull no. 8140 tbn AKTORAS (the “Vessel”), which is currently under construction by the Builder.

WHEREAS, the Vessel Owning Subsidiary has entered into a bareboat charter dated 4 August 2023 (the “Charter”) with Bonny Gas Transport Limited, a company organized under the laws of Bermuda, as charterer (the “Charterer”), at a gross charter rate of US$99,500 (United States Dollars Ninety Nine Thousand Five Hundred) per day for a period of seven (7) years, plus or minus up to 30 days at Charterer’s option, and an option of an extension for three (3) years at a gross charter rate of US$105,000 (United States Dollars One Hundred Five Thousand) per day .

NOW, THEREFORE, the Parties 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, as amended, supplemented, restated or otherwise modified from time to time;

“Applicable Law” in respect of any Person, property, transaction or event, means all laws, statutes, ordinances, regulations, municipal by-laws, treaties, judgments 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;

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

“Buyer” has the meaning given to it in the preamble;

“Buyer Entities” means the Buyer and its subsidiaries;

“Buyer Indemnitees” has the meaning given to it in Section 9.01;

“Capital Gas” means Capital Gas Ship Management Corp.;

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

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

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

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

“Commitment” means (a) options, warrants, convertible securities, exchangeable securities, subscription rights, conversion rights, exchange rights or other contracts that could require a Person to issue any of its equity interests or to sell any equity interests it owns in another Person (other than this Agreement and the related transaction documents); (b) any other securities convertible into, exchangeable or exercisable for, or representing the right to subscribe for any equity interest of a Person or owned by a Person; and (c) stock appreciation rights, phantom stock, profit participation, or other similar rights with respect to a Person;

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

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

“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;

“Equity Interest” means (a) with respect to any entity, any and all shares of capital stock or other ownership interest and any Commitments with respect thereto, (b) any other direct equity ownership or participation in a Person and (c) any Commitments with respect to the interests described in (a) or (b);

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“General Partner” has the meaning given to it in the recitals;

“Governmental Authority” means any domestic or foreign government, including federal, provincial, state, municipal, county or regional government or governmental or regulatory authority, domestic or foreign, and includes any department, commission, bureau, board, administrative agency or regulatory body of any of the foregoing and any multinational or supranational organization;

“Losses” means, with respect to any matter, all losses, claims, damages, liabilities, deficiencies, costs, expenses (including all costs of investigation, legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) or diminution of value, whether or not involving a claim from a third party, however specifically excluding consequential, special and indirect losses, loss of profit and loss of opportunity, in each case except to the extent reasonably foreseeable;

“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;

“Organizational Documents” has the meaning given to it in Section 5.03;

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

“Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of the Buyer dated February 22, 2010, as amended from time to time.

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

“Permits” has the meaning given to it in Section 5.13;

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

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time;

“Seller” has the meaning given to it in the preamble;

“Seller Entities” means the Seller and its affiliates other than the Buyer Entities;

“Seller Indemnities” has the meaning given to it in Section 9.02;

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

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“Shipbuilding Contract” 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;

“Umbrella Agreement” has the meaning given to it in the recitals;

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

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

ARTICLE II

Purchase and Sale of Shares; Closing

SECTION 2.01. Purchase and Sale of Shares. The Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from the Seller, for the Purchase Price and in accordance with and subject to the terms and conditions set forth in this Agreement, the Shares free and clear of all Encumbrances, which in turn shall result in the Buyer indirectly owning the Vessel. Notwithstanding the foregoing, the obligation of the Buyer to purchase the Shares shall be conditioned on the representations and warranties of the Seller contained in this Agreement being true and correct in all material respects as of the Closing as though then made and the Buyer having received as of the Closing a certificate to that effect from the Seller.

SECTION 2.02. Closing. On the terms of this Agreement, the sale and transfer of the Shares and payment of the Purchase Price shall take place on the date of delivery of the Vessel from the Builder to the Vessel Owning Subsidiary as buyer according to the terms and conditions of the Shipbuilding Contract, on any date on or prior to 28 March 2025 (the “Closing Date”). The sale and transfer of the Shares is hereinafter referred to as the “Closing”.

SECTION 2.03. Place of Closing. The Closing shall take place at the premises of Capital Gas at 3 Iassonos Street, Piraeus, Greece.

SECTION 2.04. Purchase Price for Shares and Deposit. The Buyer shall pay to the Seller (to such account as the Seller shall nominate) the amount of US$311,000,000 (United States Dollars Three Hundred Eleven Million) (the “Purchase Price”) for the Shares as follows: (i) concurrently with the execution of this Agreement, the Buyer has paid the amount of $31,100,000 (United States Dollars Thirty One Million One Hundred Thousand) (constituting 10% of the Purchase Price) as deposit and security against such Purchase Price for the Shares (the “Deposit”); and (ii) on the Closing Date, the Buyer shall pay the Seller the remaining amount of US$279,900,000 (United States Dollars Two Hundred Seventy Nine Million Nine Hundred Thousand) (constituting 90% of the Purchase Price) against the delivery of the Shares as set forth herein. The Buyer shall have no responsibility or liability hereunder for the Seller’s allocation and distribution of the Purchase Price among the Seller Entities.

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SECTION 2.05. Refund of Deposit. If the Vessel is rejected by the Vessel Owning Subsidiary in accordance with the terms of the Shipbuilding Contract and the Vessel Owning Subsidiary terminates, cancels or rescinds the Shipbuilding Contract pursuant to any of the provisions thereof specifically permitting the Vessel Owning Subsidiary to do so, the Seller shall forthwith (not later than 30 days after receipt of notice of such termination) refund to the Buyer, in U.S. Dollars, the full amount of the Deposit. Such refund shall forthwith discharge all the obligations, duties and liabilities under this Agreement of each of the Parties to the other except for any outstanding amounts due by the Buyer to the Seller if any, hereunder.

SECTION 2.06. Payment of the Purchase Price. The payment of any part of the Deposit or the Purchase Price to be paid by the Buyer may be netted against amounts payable on such date by the Seller to the Buyer in accordance with Section 3.11 (Netting of Payments) of the Umbrella Agreement. To the extent paid in cash in United States Dollars, 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.

SECTION 2.07. Other Agreements and Conditions for the Sale. It is expressly agreed that either prior to or latest on the date of Closing the following must have occurred in form and substance reasonably acceptable to each Party: any confirmation as may be required by the Charterer under the Charter for the change of ownership of the Vessel Owning Subsidiary has been obtained.

ARTICLE III

Representations and Warranties of the Buyer

The Buyer represents and warrants to the Seller that:

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

SECTION 3.02. Agreement Not in Breach of Other Instruments. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfilment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any agreement or other instrument to which the Buyer is a party or by which it is bound, the Certificate of Formation of the Buyer and the Partnership Agreement, any judgment, decree, order or award of any court, governmental body or arbitrator by which the Buyer is bound, or any law, rule or regulation applicable to the Buyer which would have a material effect on the transactions contemplated hereby.

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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 transactions contemplated by this Agreement and no such action or proceeding is pending or, to the best of its knowledge and belief, threatened against the Buyer which questions the validity of this Agreement, any of the transactions contemplated hereby or any action which has been taken by any of the Parties in connection herewith or in connection with any of the transactions contemplated hereby.

SECTION 3.04. Securities Act. The Shares purchased by the Buyer pursuant to this Agreement are being acquired for investment purposes only and not with a view to any public distribution thereof, and the Buyer shall not offer to sell or otherwise dispose of the Shares so acquired by it in violation of any of the registration requirements of the Securities Act. The Buyer acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Shares, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in all of the Shares. The Buyer is an “accredited investor” as such term is defined in Regulation D under the Securities Act. The Buyer understands that, when transferred to the Buyer at the Closing, none of the Shares will be registered pursuant to the Securities Act and that all of the Shares will constitute “restricted securities” under the federal securities laws of the United States.

SECTION 3.05. Independent Investigation. The Buyer has had the opportunity to conduct to its own satisfaction independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Vessel Owning Subsidiary and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Articles IV, V and VI.

ARTICLE IV

Representations and Warranties of the Seller

The Seller represents and warrants to the Buyer that:

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

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SECTION 4.02. Agreement Not in Breach. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfilment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any agreement or other instrument to which the Seller is a party or by which it is bound, the Articles of Incorporation and Bylaws of the Seller, any judgment, decree, order or award of any court, governmental body or arbitrator by which the Seller is bound, or any law, rule or regulation applicable to the Seller.

SECTION 4.03. No Legal Bar. The Seller is not prohibited by any order, writ, injunction or decree of any body of competent jurisdiction from consummating the transactions contemplated by this Agreement and no such action or proceeding is pending or, to the best of its knowledge and belief, threatened against the Seller which questions the validity of this Agreement, any of the transactions contemplated hereby or any action which has been taken by any of the Parties in connection herewith or in connection with any of the transactions contemplated hereby.

SECTION 4.04. Good and Marketable Title to Shares. The Seller is the owner (of record and beneficially) of all of the Shares and has good and marketable title to the Shares, free and clear of any and all Encumbrances. The Shares constitute 100% of the issued and outstanding Equity Interests of the Vessel Owning Subsidiary.

SECTION 4.05. The Shares. Assuming the Buyer has the requisite power and authority to be the lawful owner of the Shares, upon delivery to the Buyer at the Closing of certificates representing the Shares, duly endorsed by the Seller for transfer to the Buyer or accompanied by appropriate instruments sufficient to evidence the transfer from the Seller to the Buyer of the Shares under the Applicable Laws of the relevant jurisdiction, or delivery of such Shares by electronic means, and upon the Seller’s receipt of the Purchase Price, the Buyer shall own good and valid title to the Shares, free and clear of any Encumbrances, other than those arising from acts of the Buyer Entities. Other than this Agreement and any related transaction documents, the Organizational Documents and restrictions imposed by Applicable Law, at the Closing, the Shares will not be subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Shares, other than any agreement to which any Buyer Entity is a party.

SECTION 4.06. Independent Investigation. The Seller has had the opportunity to conduct to its own satisfaction independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Buyer and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article III.

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ARTICLE V

Representations and Warranties of

the Seller Regarding the Vessel Owning Subsidiary

The Seller represents and warrants to the Buyer that:

SECTION 5.01. Organization Good Standing and Authority. The Vessel Owning Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the Republic of the Marshall Islands. The Vessel Owning 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. No meeting has been convened or resolution proposed or petition presented and no order has been made to wind up the Vessel Owning Subsidiary.

SECTION 5.02. Capitalization; Title to Shares. The Shares consist of 100 shares of capital stock without par value and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding Equity Interests of the Vessel Owning Subsidiary. There are not outstanding (i) any options, warrants or other rights to purchase from the Vessel Owning Subsidiary any equity interests of the Vessel Owning Subsidiary, (ii) any securities convertible into or exchangeable for shares of such equity interests of the Vessel Owning Subsidiary or (iii) any other commitments of any kind for the issuance of additional shares of equity interests 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 as of the date hereof and as of the Closing (the “Organizational Documents”).

SECTION 5.04. Agreement Not in Breach. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate, or result in a breach of, any of the terms and provisions of, or constitute a default under, or conflict with, or give any other party thereto a right to terminate any agreement or other instrument to which the Vessel Owning Subsidiary is a party or by which it is bound including, without limitation, any of the Organizational Documents, or any judgment, decree, order or award of any court, governmental body or arbitrator applicable to the Vessel Owning Subsidiary.

SECTION 5.05. 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.

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

SECTION 5.07. Personnel. The Vessel Owning Subsidiary has no employees.

SECTION 5.08. Contracts and Agreements. Other than the Shipbuilding Contract and the Charter (together, the “Contracts” ), there are no material contracts or agreements, written or oral, to which the Vessel Owning Subsidiary is a party or by which any of its assets are bound.

(a) Each of the Contracts is a valid and binding agreement of the Vessel Owning Subsidiary, and to the best knowledge of the Seller, of all other parties thereto;

(b) The Vessel Owning Subsidiary has fulfilled all material obligations required pursuant to its Contracts to have been performed by it prior to the date hereof (and, at the Closing, will have fulfilled all material obligations required pursuant to its Contract[s] to have been performed by it prior to the Closing) and has not waived any material rights thereunder, including payment in full of the purchase price for the Vessel, together with any other payments of the Vessel Owning Subsidiary due thereunder;

(c) There has not occurred any material default under any of the Contracts on the part of the Vessel Owning Subsidiary, or to the best knowledge of the Seller, on the part of any other party thereto nor has any event occurred which with the giving of notice or the lapse of time, or both, would constitute any material default on the part of the Vessel Owning Subsidiary under any of the Contracts nor, to the best knowledge of the Seller, has any event occurred which with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any other party to any of the Contracts.

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

SECTION 5.10. No Undisclosed Liabilities. The Vessel Owning Subsidiary (or the Vessel owned by it) has no liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, and whether due or to become due (including, without limitation, any liability for Taxes and interest, penalties and other charges payable with respect to any such liability or obligation). Notwithstanding the foregoing, the Parties acknowledge and agree that there may be obligations under the Contract[s] that are not due and payable as of the date hereof or as of the Closing and that will be the responsibility of the Seller pursuant to Section 9.01(c) of this Agreement.

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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 which would render such information untrue or misleading.

SECTION 5.12. Payment of Taxes. The Vessel Owning Subsidiary has filed all foreign, federal, state and local income and franchise tax returns required to be filed, which returns are correct and complete in all material respects, and has timely paid all taxes due from it, and the Vessel is in good standing with respect to the payment of past and current Taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction.

SECTION 5.13. Permits. The Vessel Owning Subsidiary has such permits, consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has all declarations and filings with, and is qualified and in good standing in each jurisdiction of, all federal, provincial, state, local or foreign Governmental Authorities and other Persons, as are necessary to own or lease its properties and to conduct its business in the manner that is standard and customary for a business of its nature other than such Permits the absence of which, individually or in the aggregate, has not and could not reasonably be expected to materially or adversely affect the Vessel Owning Subsidiary. The Vessel Owning Subsidiary has fulfilled and performed all its obligations with respect to such Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, materially or adversely affect the Vessel Owning Subsidiary, and none of such Permits contains any restriction that is materially burdensome to the Vessel Owning Subsidiary.

SECTION 5.14. No Material Adverse Change in Business. Since the date of incorporation of the Vessel Owning Subsidiary, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Vessel Owning Subsidiary, whether or not arising in the ordinary course of business, that would have or could reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Vessel Owning Subsidiary.

ARTICLE VI

Representations and Warranties of

the Seller regarding the Vessel

SECTION 6.01. Title to Vessel; No Encumbrance. The Seller represents and warrants to the Buyer that (i) the Vessel Owning Subsidiary is the buyer of the Vessel under the Shipbuilding Contract (ii) the assets of the Vessel Owning Subsidiary are free of all Encumbrances and (iii) as of the Closing Date the Vessel will be free of all Encumbrances.

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SECTION 6.02. Condition. The Seller represents and warrants to the Buyer as of the Closing Date that the Vessel will be (i) adequate and suitable for use by the Vessel Owning Subsidiary in the manner that is standard and customary for a vessel of its type, ordinary wear and tear excepted; (ii) seaworthy in all material respects for hull and machinery insurance warranty purposes and in good running order and repair;(iii) in compliance with maritime laws and regulations; and (iv) in compliance in all material respects with the requirements of its class and classification society; and all class certificates of the Vessel are clean and valid and free of recommendations affecting class; and the Buyer acknowledges and agrees that, subject only to the representations and warranties in this Agreement, it is acquiring the Vessel on an “as is, where is” basis.

ARTICLE VII

Covenants

SECTION 7.01. Financial Statements. The Seller agrees to cause the Vessel Owning Subsidiary to provide access to the books and records of the Vessel Owning Subsidiary to allow the Buyer’s outside auditing firm to prepare at the Buyer’s expense any information, review or audit the Buyer reasonably believes is required to be furnished or provided by the Buyer pursuant to applicable securities laws. The Seller will (A) direct its auditors to provide the Buyer’s auditors access to the auditors’ work papers and (B) use its commercially reasonable efforts to assist the Buyer with any such information, review or audit and to provide other financial information reasonably requested by the Buyer or its auditors, including the delivery by the Seller Entities of any information, letters and similar documentation, including reasonable “management representation letters” and attestations.

SECTION 7.02. Expenses. All costs, fees and expenses incurred by the Buyer in connection with this Agreement and the related transaction documents shall be paid by the Buyer, including all costs, fees and expenses incurred by the Buyer in connection with conveyance fees, recording charges and other fees and charges applicable to the transfer of the Shares. For the avoidance of doubt, all costs and expenses for the supervision of the Vessel’s construction until its delivery from the Builder to the Vessel Owning Subsidiary shall be for the Seller’s account and all costs and expenses incurred by the Buyer on behalf of the Vessel Owning Subsidiary to load the Vessel with fuel oil, lubricating oil, greases, fresh water and other stores necessary to operate the Vessel after the Closing shall be for the Buyer’s account.

SECTION 7.03. Management Agreement. At the Closing, the Vessel Owning Subsidiary will enter into a Floating Rate Management Agreement with Capital Gas, on the terms and substantially in the form set out in Exhibit 8.5 to the Umbrella Agreement.

ARTICLE VIII

Amendments and Waivers

SECTION 8.01. Amendments and Waivers. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties. 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 IX

Indemnification

SECTION 9.01. Indemnity by the Seller. The Seller shall be liable for, and shall indemnify the Buyer and each of its subsidiaries and each of their directors, employees, agents and representatives (the “Buyer Indemnitees”) against and hold them harmless from, any Losses suffered or incurred by such Buyer Indemnitee:

(a) by reason of, arising out of or otherwise in respect of any inaccuracy in, or breach of, any representation or warranty (without giving effect to any qualifications as to materiality or dollar amount or other similar qualifications), or a failure to perform or observe any covenant, agreement or obligation of, the Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Seller;

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

(c) by reason of, arising out of or otherwise in respect of assets owned by the Vessel Owning Subsidiary or the assets, operations, and obligations of the Vessel Owning Subsidiary or the businesses thereof to the extent relating to, arising from, or otherwise attributable to facts, circumstances or events occurring prior to the Closing Date.

SECTION 9.02. Indemnity by the Buyer. The Buyer shall indemnify the Seller and its subsidiaries other than any Buyer Indemnitees and each of their respective officers, directors, employees, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from, any Losses suffered or incurred by such Seller Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, or breach of, any representation or warranty (without giving effect to any qualifications as to materiality or dollar amount or other similar qualifications), or a failure to perform or observe any covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer.

SECTION 9.03. Exclusive Post-Closing Remedy. After the Closing, and except for any non-monetary, equitable relief to which any Party may be entitled, or any remedies for willful misconduct or actual fraud, the rights and remedies set forth in this Article IX shall constitute the sole and exclusive rights and remedies of the Parties under or with respect to the subject matter of this Agreement.

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ARTICLE X

Miscellaneous

SECTION 10.01. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed wholly within such jurisdiction without giving effect to conflict of law principles thereof other than Section 5-1401 of the New York General Obligations Law, except to the extent that it is mandatory that the law of some other jurisdiction, wherein the Vessel is located, shall apply.

SECTION 10.02. 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 10.03. Complete Agreement. The Umbrella Agreement and this Agreement contains the entire agreement between the Parties with respect to the transactions contemplated herein and, except as provided herein, supersedes all previous oral and written and all contemporaneous oral negotiations, commitments, writings and understandings.

SECTION 10.04. 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 10.05. 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 10.06. Third Party Rights. Except to the extent provided in Article IX, 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 10.07. 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 Capital Maritime & Trading Corp., as follows:

c/o Capital Ship Management Corp.

3 Iasonos Street, Piraeus, Greece

Attention: Gerasimos Kalogiratos

Facsimile: +30 210 428 4286

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(b) if to Capital Product Partners L.P., as follows:

c/o Capital Ship Management Corp.

3 Iasonos Street, Piraeus, Greece

Attention: CEO/CFO of Capital Product Partners L.P.

Facsimile: +30 210 428 4285

and any such notice shall be deemed to have been received (i) on the next working day in the place to which it is sent, if sent by facsimile or (ii) forty eight (48) hours from the time of dispatch, if sent by courier.

SECTION 10.08. Representations and Warranties to Survive. All representations and warranties of the Buyer and Seller contained in this Agreement shall survive the Closing and shall remain operative and in full force and effect after the Closing, regardless of (a) any investigation made by or on behalf of any Party or its affiliates, any Person controlling any Party, its officers or directors, and (b) delivery of and payment for the Shares.

SECTION 10.09. Remedies. Except as expressly provided in Section 9.03, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available at law or in equity. Except as expressly provided in this Agreement, nothing in this Agreement will be considered an election of remedies.

SECTION 10.10. Non-recourse to General Partner. Neither the General Partner nor any other owner of Equity Interests in the Buyer shall be liable for the obligations of the Buyer under this Agreement or any of the related transaction documents, including, in each case, by reason of any payment obligation imposed by governing partnership statutes.

SECTION 10.11. Expenses. Each Party shall bear all costs, fees and expenses incurred or payable by such Party or its subsidiaries (including, in the case of the Seller, the Vessel Owning Subsidiary) in connection with this Agreement and the related transaction documents, including the fees, expenses and disbursements of its counsel, accountants, brokers and financial advisors.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be signed as of the date first above written.

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Initial Vessels Share Purchase Agreements - Apostolos

SHARE PURCHASE AGREEMENT

Dated [•] 2023

between

CAPITAL MARITIME & TRADING CORP.

and

CAPITAL PRODUCT PARTNERS L.P.

one hundred (100) Shares

TABLE OF CONTENTS

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ii

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SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of [•] 2023, by and between CAPITAL MARITIME & TRADING CORP. (the “Seller”), a corporation organized under the laws of the Republic of the Marshall Islands, and CAPITAL PRODUCT PARTNERS L.P. (the “Buyer”), a limited partnership organized under the laws of the Republic of the Marshall Islands.

WHEREAS, on November [•], 2023, the Seller, Buyer and Capital GP L.L.C. (the “General Partner”) entered into an Umbrella Agreement (the “Umbrella Agreement”), providing, among other things, for the execution of this Agreement with respect to the Vessel (as defined below).

WHEREAS, the Buyer wishes to purchase from the Seller, and the Seller wishes to sell to the Buyer, the one hundred (100) shares of capital stock (the “Shares”) representing all of the issued and outstanding shares of capital stock of LEON GAS CARRIER CORP., a corporation organized under the laws of the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands (the “Vessel Owning Subsidiary”), for a purchase price of US$302,000,000 (United States Dollars Three Hundred Two Million), as referenced in Section 2.04.

WHEREAS, the Vessel Owning Subsidiary has entered into a certain shipbuilding contract, dated as of 4 November 2021, by and between the Vessel Owning Subsidiary as buyer and HYUNDAI HEAVY INDUSTRIES CO., LTD., a company organized and existing under the laws of the Republic of Korea, having its principal office at 1,000 Bangeojinsunhwan-doro, Dong-gu, Ulsan, Korea as builder and seller (the “Builder”) as amended and supplemented (the “Shipbuilding Contract”) for the construction and sale of one LNG carrier under hull no. 3342 tbn APOSTOLOS (the “Vessel”), which is currently under construction by the Builder.

WHEREAS, the Vessel Owning Subsidiary has entered into a time charter dated as of May 2023 (the “Charter”) with LNG Marine Transport Limited, a company organized under the laws of Japan, as charterer (the “Charterer”), at a gross charter rate of US$104,000 (United States Dollars One Hundred Four Thousand) per day until 31 December 2034, plus or minus up to 60 days at Charterer’s option, and an option of an extension for three (3) years at a gross charter rate of US$112,000 (United States Dollars One Hundred Twelve Thousand) per day.

NOW, THEREFORE, the Parties 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, as amended, supplemented, restated or otherwise modified from time to time;

“Applicable Law” in respect of any Person, property, transaction or event, means all laws, statutes, ordinances, regulations, municipal by-laws, treaties, judgments 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;

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

“Buyer” has the meaning given to it in the preamble;

“Buyer Entities” means the Buyer and its subsidiaries;

“Buyer Indemnitees” has the meaning given to it in Section 9.01;

“Capital Gas” means Capital Gas Ship Management Corp.;

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

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

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

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

“Commitment” means (a) options, warrants, convertible securities, exchangeable securities, subscription rights, conversion rights, exchange rights or other contracts that could require a Person to issue any of its equity interests or to sell any equity interests it owns in another Person (other than this Agreement and the related transaction documents); (b) any other securities convertible into, exchangeable or exercisable for, or representing the right to subscribe for any equity interest of a Person or owned by a Person; and (c) stock appreciation rights, phantom stock, profit participation, or other similar rights with respect to a Person;

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

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

“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;

“Equity Interest” means (a) with respect to any entity, any and all shares of capital stock or other ownership interest and any Commitments with respect thereto, (b) any other direct equity ownership or participation in a Person and (c) any Commitments with respect to the interests described in (a) or (b);

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“General Partner” has the meaning given to it in the recitals;

“Governmental Authority” means any domestic or foreign government, including federal, provincial, state, municipal, county or regional government or governmental or regulatory authority, domestic or foreign, and includes any department, commission, bureau, board, administrative agency or regulatory body of any of the foregoing and any multinational or supranational organization;

“Losses” means, with respect to any matter, all losses, claims, damages, liabilities, deficiencies, costs, expenses (including all costs of investigation, legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) or diminution of value, whether or not involving a claim from a third party, however specifically excluding consequential, special and indirect losses, loss of profit and loss of opportunity, in each case except to the extent reasonably foreseeable;

“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;

“Organizational Documents” has the meaning given to it in Section 5.03;

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

“Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of the Buyer dated February 22, 2010, as amended from time to time.

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

“Permits” has the meaning given to it in Section 5.13;

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

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time;

“Seller” has the meaning given to it in the preamble;

“Seller Entities” means the Seller and its affiliates other than the Buyer Entities;

“Seller Indemnities” has the meaning given to it in Section 9.02;

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

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“Shipbuilding Contract” 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;

“Umbrella Agreement” has the meaning given to it in the recitals;

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

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

ARTICLE II

Purchase and Sale of Shares; Closing

SECTION 2.01. Purchase and Sale of Shares. The Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from the Seller, for the Purchase Price and in accordance with and subject to the terms and conditions set forth in this Agreement, the Shares free and clear of all Encumbrances, which in turn shall result in the Buyer indirectly owning the Vessel. Notwithstanding the foregoing, the obligation of the Buyer to purchase the Shares shall be conditioned on the representations and warranties of the Seller contained in this Agreement being true and correct in all material respects as of the Closing as though then made and the Buyer having received as of the Closing a certificate to that effect from the Seller.

SECTION 2.02. Closing. On the terms of this Agreement, the sale and transfer of the Shares and payment of the Purchase Price shall take place on the date of delivery of the Vessel from the Builder to the Vessel Owning Subsidiary as buyer according to the terms and conditions of the Shipbuilding Contract, on any date on or prior to 25 February 2025 (the “Closing Date”). The sale and transfer of the Shares is hereinafter referred to as the “Closing”.

SECTION 2.03. Place of Closing. The Closing shall take place at the premises of Capital Gas at 3 Iasonos Street, Piraeus, Greece.

SECTION 2.04. Purchase Price for Shares and Deposit. The Buyer shall pay to the Seller (to such account as the Seller shall nominate) the amount of $302,000,000 (United States Dollars Three Hundred Two Million) (the “Purchase Price”) for the Shares as follows: (i) concurrently with the execution of this Agreement, the Buyer has paid the amount of $30,200,000 (United States Dollars Thirty Million Two Hundred Thousand (constituting 10% of the Purchase Price) as deposit and security against such Purchase Price for the Shares (the “Deposit”); and (ii) on the Closing Date, the Buyer shall pay the Seller the remaining amount of US$271,800,000 (United States Dollars Two Hundred Seventy One Million Eight Hundred Thousand) (constituting 90% of the Purchase Price) against the delivery of the Shares as set forth herein. The Buyer shall have no responsibility or liability hereunder for the Seller’s allocation and distribution of the Purchase Price among the Seller Entities.

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SECTION 2.05. Refund of Deposit. If the Vessel is rejected by the Vessel Owning Subsidiary in accordance with the terms of the Shipbuilding Contract and the Vessel Owning Subsidiary terminates, cancels or rescinds the Shipbuilding Contract pursuant to any of the provisions thereof specifically permitting the Vessel Owning Subsidiary to do so, the Seller shall forthwith (not later than 30 days after receipt of notice of such termination) refund to the Buyer, in U.S. Dollars, the full amount of the Deposit. Such refund shall forthwith discharge all the obligations, duties and liabilities under this Agreement of each of the Parties to the other except for any outstanding amounts due by the Buyer to the Seller if any, hereunder.

SECTION 2.06. Payment of the Purchase Price. The payment of any part of the Deposit or the Purchase Price to be paid by the Buyer may be netted against amounts payable on such date by the Seller to the Buyer in accordance with Section 3.11 (Netting of Payments) of the Umbrella Agreement. To the extent paid in cash in United States Dollars, 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.

SECTION 2.07. Other Agreements and Conditions for the Sale. It is expressly agreed that either prior to or latest on the date of Closing the following must have occurred in form and substance reasonably acceptable to each Party: any confirmation as may be required by the Charterer under the Charter for the change of ownership of the Vessel Owning Subsidiary has been obtained.

ARTICLE III

Representations and Warranties of the Buyer

The Buyer represents and warrants to the Seller that:

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

SECTION 3.02. Agreement Not in Breach of Other Instruments. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfilment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any agreement or other instrument to which the Buyer is a party or by which it is bound, the Certificate of Formation of the Buyer and the Partnership Agreement, any judgment, decree, order or award of any court, governmental body or arbitrator by which the Buyer is bound, or any law, rule or regulation applicable to the Buyer which would have a material effect on the transactions contemplated hereby.

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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 transactions contemplated by this Agreement and no such action or proceeding is pending or, to the best of its knowledge and belief, threatened against the Buyer which questions the validity of this Agreement, any of the transactions contemplated hereby or any action which has been taken by any of the Parties in connection herewith or in connection with any of the transactions contemplated hereby.

SECTION 3.04. Securities Act. The Shares purchased by the Buyer pursuant to this Agreement are being acquired for investment purposes only and not with a view to any public distribution thereof, and the Buyer shall not offer to sell or otherwise dispose of the Shares so acquired by it in violation of any of the registration requirements of the Securities Act. The Buyer acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Shares, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in all of the Shares. The Buyer is an “accredited investor” as such term is defined in Regulation D under the Securities Act. The Buyer understands that, when transferred to the Buyer at the Closing, none of the Shares will be registered pursuant to the Securities Act and that all of the Shares will constitute “restricted securities” under the federal securities laws of the United States.

SECTION 3.05. Independent Investigation. The Buyer has had the opportunity to conduct to its own satisfaction independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Vessel Owning Subsidiary and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Articles IV, V and VI.

ARTICLE IV

Representations and Warranties of the Seller

The Seller represents and warrants to the Buyer that:

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

SECTION 4.02. Agreement Not in Breach. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfilment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any agreement or other instrument to which the Seller is a party or by which it is bound, the Articles of Incorporation and Bylaws of the Seller, any judgment, decree, order or award of any court, governmental body or arbitrator by which the Seller is bound, or any law, rule or regulation applicable to the Seller.

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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 transactions contemplated by this Agreement and no such action or proceeding is pending or, to the best of its knowledge and belief, threatened against the Seller which questions the validity of this Agreement, any of the transactions contemplated hereby or any action which has been taken by any of the Parties in connection herewith or in connection with any of the transactions contemplated hereby.

SECTION 4.04. Good and Marketable Title to Shares. The Seller is the owner (of record and beneficially) of all of the Shares and has good and marketable title to the Shares, free and clear of any and all Encumbrances. The Shares constitute 100% of the issued and outstanding Equity Interests of the Vessel Owning Subsidiary.

SECTION 4.05. The Shares. Assuming the Buyer has the requisite power and authority to be the lawful owner of the Shares, upon delivery to the Buyer at the Closing of certificates representing the Shares, duly endorsed by the Seller for transfer to the Buyer or accompanied by appropriate instruments sufficient to evidence the transfer from the Seller to the Buyer of the Shares under the Applicable Laws of the relevant jurisdiction, or delivery of such Shares by electronic means, and upon the Seller’s receipt of the Purchase Price, the Buyer shall own good and valid title to the Shares, free and clear of any Encumbrances, other than those arising from acts of the Buyer Entities. Other than this Agreement and any related transaction documents, the Organizational Documents and restrictions imposed by Applicable Law, at the Closing, the Shares will not be subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Shares, other than any agreement to which any Buyer Entity is a party.

SECTION 4.06. Independent Investigation. The Seller has had the opportunity to conduct to its own satisfaction independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Buyer and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article III.

ARTICLE V

Representations and Warranties of

the Seller Regarding the Vessel Owning Subsidiary

The Seller represents and warrants to the Buyer that:

SECTION 5.01. Organization Good Standing and Authority. The Vessel Owning Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the Republic of the Marshall Islands. The Vessel Owning 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. 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; Title to Shares. The Shares consist of 100 shares of capital stock without par value and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding Equity Interests of the Vessel Owning Subsidiary. There are not outstanding (i) any options, warrants or other rights to purchase from the Vessel Owning Subsidiary any equity interests of the Vessel Owning Subsidiary, (ii) any securities convertible into or exchangeable for shares of such equity interests of the Vessel Owning Subsidiary or (iii) any other commitments of any kind for the issuance of additional shares of equity interests 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 as of the date hereof and as of the Closing (the “Organizational Documents”).

SECTION 5.04. Agreement Not in Breach. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate, or result in a breach of, any of the terms and provisions of, or constitute a default under, or conflict with, or give any other party thereto a right to terminate any agreement or other instrument to which the Vessel Owning Subsidiary is a party or by which it is bound including, without limitation, any of the Organizational Documents, or any judgment, decree, order or award of any court, governmental body or arbitrator applicable to the Vessel Owning Subsidiary.

SECTION 5.05. 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 the Seller or any spouse, child, or other relative or any affiliate of any such person, nor shall any such officer, director, stockholder, employee, relative or affiliate be indebted to the Vessel Owning Subsidiary.

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SECTION 5.07. Personnel. The Vessel Owning Subsidiary has no employees.

SECTION 5.08. Contracts and Agreements. Other than the Shipbuilding Contract and the Charter (together, the “Contracts” ), there are no material contracts or agreements, written or oral, to which the Vessel Owning Subsidiary is a party or by which any of its assets are bound.

(a) Each of the Contracts is a valid and binding agreement of the Vessel Owning Subsidiary, and to the best knowledge of the Seller, of all other parties thereto;

(b) The Vessel Owning Subsidiary has fulfilled all material obligations required pursuant to its Contracts to have been performed by it prior to the date hereof (and, at the Closing, will have fulfilled all material obligations required pursuant to its Contract[s] to have been performed by it prior to the Closing) and has not waived any material rights thereunder, including payment in full of the purchase price for the Vessel, together with any other payments of the Vessel Owning Subsidiary due thereunder;

(c) There has not occurred any material default under any of the Contracts on the part of the Vessel Owning Subsidiary, or to the best knowledge of the Seller, on the part of any other party thereto nor has any event occurred which with the giving of notice or the lapse of time, or both, would constitute any material default on the part of the Vessel Owning Subsidiary under any of the Contracts nor, to the best knowledge of the Seller, has any event occurred which with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any other party to any of the Contracts.

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

SECTION 5.10. No Undisclosed Liabilities. The Vessel Owning Subsidiary (or the Vessel owned by it) has no liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, and whether due or to become due (including, without limitation, any liability for Taxes and interest, penalties and other charges payable with respect to any such liability or obligation). Notwithstanding the foregoing, the Parties acknowledge and agree that there may be obligations under the Contract[s] that are not due and payable as of the date hereof or as of the Closing and that will be the responsibility of the Seller pursuant to Section 9.01(c) of this Agreement.

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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 which would render such information untrue or misleading.

SECTION 5.12. Payment of Taxes. The Vessel Owning Subsidiary has filed all foreign, federal, state and local income and franchise tax returns required to be filed, which returns are correct and complete in all material respects, and has timely paid all taxes due from it, and the Vessel is in good standing with respect to the payment of past and current Taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction.

SECTION 5.13. Permits. The Vessel Owning Subsidiary has such permits, consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has all declarations and filings with, and is qualified and in good standing in each jurisdiction of, all federal, provincial, state, local or foreign Governmental Authorities and other Persons, as are necessary to own or lease its properties and to conduct its business in the manner that is standard and customary for a business of its nature other than such Permits the absence of which, individually or in the aggregate, has not and could not reasonably be expected to materially or adversely affect the Vessel Owning Subsidiary. The Vessel Owning Subsidiary has fulfilled and performed all its obligations with respect to such Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, materially or adversely affect the Vessel Owning Subsidiary, and none of such Permits contains any restriction that is materially burdensome to the Vessel Owning Subsidiary.

SECTION 5.14. No Material Adverse Change in Business. Since the date of incorporation of the Vessel Owning Subsidiary, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Vessel Owning Subsidiary, whether or not arising in the ordinary course of business, that would have or could reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Vessel Owning Subsidiary.

ARTICLE VI

Representations and Warranties of

the Seller regarding the Vessel

SECTION 6.01. Title to Vessel; No Encumbrance. The Seller represents and warrants to the Buyer that (i) the Vessel Owning Subsidiary is the buyer of the Vessel under the Shipbuilding Contract (ii) the assets of the Vessel Owning Subsidiary are free of all Encumbrances and (iii) as of the Closing Date the Vessel will be free of all Encumbrances.

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SECTION 6.02. Condition. The Seller represents and warrants to the Buyer as of the Closing Date that the Vessel will be (i) adequate and suitable for use by the Vessel Owning Subsidiary in the manner that is standard and customary for a vessel of its type, ordinary wear and tear excepted; (ii) seaworthy in all material respects for hull and machinery insurance warranty purposes and in good running order and repair; (iii) in compliance with maritime laws and regulations; and (iv) in compliance in all material respects with the requirements of its class and classification society; and all class certificates of the Vessel are clean and valid and free of recommendations affecting class; and the Buyer acknowledges and agrees that, subject only to the representations and warranties in this Agreement, it is acquiring the Vessel on an “as is, where is” basis.

ARTICLE VII

Covenants

SECTION 7.01. Financial Statements. The Seller agrees to cause the Vessel Owning Subsidiary to provide access to the books and records of the Vessel Owning Subsidiary to allow the Buyer’s outside auditing firm to prepare at the Buyer’s expense any information, review or audit the Buyer reasonably believes is required to be furnished or provided by the Buyer pursuant to applicable securities laws. The Seller will (A) direct its auditors to provide the Buyer’s auditors access to the auditors’ work papers and (B) use its commercially reasonable efforts to assist the Buyer with any such information, review or audit and to provide other financial information reasonably requested by the Buyer or its auditors, including the delivery by the Seller Entities of any information, letters and similar documentation, including reasonable “management representation letters” and attestations.

SECTION 7.02. Expenses. All costs, fees and expenses incurred by the Buyer in connection with this Agreement and the related transaction documents shall be paid by the Buyer, including all costs, fees and expenses incurred by the Buyer in connection with conveyance fees, recording charges and other fees and charges applicable to the transfer of the Shares. For the avoidance of doubt, all costs and expenses for the supervision of the Vessel’s construction until its delivery from the Builder to the Vessel Owning Subsidiary shall be for the Seller’s account and all costs and expenses incurred by the Buyer on behalf of the Vessel Owning Subsidiary to load the Vessel with fuel oil, lubricating oil, greases, fresh water and other stores necessary to operate the Vessel after the Closing shall be for the Buyer’s account.

SECTION 7.03. Management Agreement. At the Closing, the Vessel Owning Subsidiary will enter into a Floating Rate Management Agreement with Capital Gas, on the terms and substantially in the form set out in Exhibit 8.5 to the Umbrella Agreement.

ARTICLE VIII

Amendments and Waivers

SECTION 8.01. Amendments and Waivers. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties. 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 IX

Indemnification

SECTION 9.01. Indemnity by the Seller. The Seller shall be liable for, and shall indemnify the Buyer and each of its subsidiaries and each of their directors, employees, agents and representatives (the “Buyer Indemnitees”) against and hold them harmless from, any Losses suffered or incurred by such Buyer Indemnitee:

(a) by reason of, arising out of or otherwise in respect of any inaccuracy in, or breach of, any representation or warranty (without giving effect to any qualifications as to materiality or dollar amount or other similar qualifications), or a failure to perform or observe any covenant, agreement or obligation of, the Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Seller;

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

(c) by reason of, arising out of or otherwise in respect of assets owned by the Vessel Owning Subsidiary or the assets, operations, and obligations of the Vessel Owning Subsidiary or the businesses thereof to the extent relating to, arising from, or otherwise attributable to facts, circumstances or events occurring prior to the Closing Date.

SECTION 9.02. Indemnity by the Buyer. The Buyer shall indemnify the Seller and its subsidiaries other than any Buyer Indemnitees and each of their respective officers, directors, employees, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from, any Losses suffered or incurred by such Seller Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, or breach of, any representation or warranty (without giving effect to any qualifications as to materiality or dollar amount or other similar qualifications), or a failure to perform or observe any covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer.

SECTION 9.03. Exclusive Post-Closing Remedy. After the Closing, and except for any non-monetary, equitable relief to which any Party may be entitled, or any remedies for willful misconduct or actual fraud, the rights and remedies set forth in this Article IX shall constitute the sole and exclusive rights and remedies of the Parties under or with respect to the subject matter of this Agreement.

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ARTICLE X

Miscellaneous

SECTION 10.01. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed wholly within such jurisdiction without giving effect to conflict of law principles thereof other than Section 5-1401 of the New York General Obligations Law, except to the extent that it is mandatory that the law of some other jurisdiction, wherein the Vessel is located, shall apply.

SECTION 10.02. 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 10.03. Complete Agreement. The Umbrella Agreement and this Agreement contains the entire agreement between the Parties with respect to the transactions contemplated herein and, except as provided herein, supersedes all previous oral and written and all contemporaneous oral negotiations, commitments, writings and understandings.

SECTION 10.04. 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 10.05. 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 10.06. Third Party Rights. Except to the extent provided in Article IX, 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 10.07. 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):

c/o Capital Ship Management Corp.

3 Iasonos Street, Piraeus, Greece

Attention: Gerasimos Kalogiratos

Facsimile: +30 210 428 4286

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c/o Capital Ship Management Corp.