Horizon Shipping Enterprises F-4 Registration of securities (foreign)

Exhibit 3.2.1

CERTIFICATE OF INCORPORATION

OF

NAVIOS MARITIME FINANCE II (US) INC.

Pursuant to § 102 of the General Corporation Law
of the State of Delaware

          The undersigned, in order to form a corporation pursuant to Section 102 of the General Corporation Law of Delaware, does hereby certify:

          FIRST: The name of the Corporation is Navios Maritime Finance II (US) Inc.

          SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

          THIRD: The purpose of the Corporation is to serve as co-obligor and guarantor of Navios Maritime Holdings Inc.’s debt securities.

          FOURTH: The total number of shares which the Corporation shall have authority to issue is 100 shares of Common Stock, par value $ 0.01 per share.

          FIFTH: The name and mailing address of the Incorporator is as follows:

Name	Mailing Address
Charmain A. Ho-A-Lim	Fried, Frank, Harris, Shriver & Jacobson LLP
	1001 Pennsylvania Avenue NW
	Washington, DC 20004

          SIXTH: The Board of Directors is expressly authorized to adopt, amend, or repeal the by-laws of the Corporation.

          SEVENTH: Elections of directors need not be by written ballot unless the bylaws of the Corporation shall otherwise provide.

          EIGHTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director;provided,however, that the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of Delaware is hereafter amended to permit further elimination or limitation of the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware as so amended. Any repeal or modification of this Article EIGHTH by the stockholders of the Corporation or otherwise shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

          NINTH: The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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          IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of January, 2011, and I affirm that the foregoing certificate is my act and deed and that the facts stated therein are true.

/s/ Charmain A. Ho-A-Lim  

Charmain A. Ho-A-Lim, Incorporator 

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