Governance

We have three committees: a Conflicts Committee, an Audit Committee and a Compensation Committee.

Conflicts Committee

Three independent members of our board of directors serve on a Conflicts Committee to review specific matters that the board believes may involve potential conflicts of interest. The Conflicts Committee determines if the resolution of the conflict of interest is fair and reasonable to us. The members of the Conflicts Committee may not be officers or employees of our general partner or directors, officers or employees of its affiliates, and must meet the independence standards established by the New York Stock Exchange to serve on an Audit Committee of a board of directors and certain other requirements. Any matters approved by the Conflicts Committee are conclusively deemed to be fair and reasonable to us, approved by all of our partners, and not a breach by our directors, our general partner or its affiliates of any duties any of them may owe us or our unitholders. The members of our Conflicts Committee are Messrs. Alexander Kalafatides, Serafeim Kriempardis and Mrs. Orthodoxia Zisimatou.

Audit Committee

Made up of three independent directors. One of the members of the Audit Committee, namely Mr. Serafeim Kriempardis, is the "audit committee financial expert" for purposes of SEC rules and regulations. The Audit Committee, among other things, reviews our external financial reporting, engages our external auditors and oversees our internal audit activities and procedures and the adequacy of our internal accounting controls. The Audit Committee is governed by a written charter, which was approved by our board of directors. Our Audit Committee is comprised of Messrs. Serafeim Kriempardis and Alexander Kalafatides and Mrs. Orthodoxia Zisimatou.

Compensation Committee

Consists of two independent directors, namely Mrs. Orthodoxia Zisimatou and Mr. Serafeim Kriempardis. The Compensation Committee is responsible for reviewing and approving the compensation of the Company's executive officers and for establishing, reviewing and evaluating the long-term strategy of our compensation plan. The Compensation Committee is governed by a written charter, which was approved by our board of directors.

Statement of Significant Differences between the Corporate Governance Practices of Navios Maritime Partners L.P., a Marshall Islands limited partnership, and the Corporate Governance Standards of the New York Stock Exchange, Inc. (the "NYSE"):

Pursuant to an exception for foreign private issuers, we are not required to comply with the corporate governance practices followed by U.S. companies under the NYSE listing standards. However, pursuant to Section 303.A.11 of the NYSE Listed Company Manual, we are required to state any significant differences between our corporate governance practices and the standards required by the NYSE. In order to provide adequate protection to our unitholders, we have voluntarily adopted all of the NYSE required practices, with the exception of having a nominating/governance committee made up of independent directors, and having a committee charter specifying the purposes and responsibilities of the committee. However, nomination/governance decisions, other than those nominating decisions dictated by our partnership agreement, are made by a majority of our independent board members.