Omega Navigation Enterprises, Inc. Sample Contracts

AMENDED AND RESTATED STOCKHOLDERS RIGHTS AGREEMENT
Stockholders Rights Agreement • August 5th, 2010 • Omega Navigation Enterprises, Inc. • Deep sea foreign transportation of freight • New York

This Amended and Restated Stockholders Rights Agreement (this "Rights Agreement" or this "Agreement") is made and entered into as of August 5, 2010, by and between Omega Navigation Enterprises, Inc., a Marshall Islands corporation (the "Company"), and Computershare Trust Company, N.A., as Rights Agent (the "Rights Agent").

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Contract
Loan Agreement • June 11th, 2008 • Omega Navigation Enterprises, Inc. • Deep sea foreign transportation of freight
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 17th, 2006 • Omega Navigation Enterprises, Inc. • New York

REGISTRATION RIGHTS AGREEMENT, dated as of , 2006, by and between Omega Navigation Enterprises, Inc., a Marshall Islands corporation (the “Company”), and ONE Holdings, Inc., a Marshall Islands corporation (the “Stockholder”).

Contract
Omega Navigation Enterprises, Inc. • March 22nd, 2006 • Deep sea foreign transportation of freight • London
Dated 20 November 2007 SUNRAY NAVIGATION INC. - and -
Loan Agreement • June 11th, 2008 • Omega Navigation Enterprises, Inc. • Deep sea foreign transportation of freight

The Lender has agreed to make available to the Borrower a term loan facility of up to the lesser of (a) $33,176,250, (b) 75 per cent. of the Contract Price of the Ship and (c) 75 per cent. of the Market Value of the Ship (as determined by the valuations referred to at paragraph 6 of Schedule 2, Part C), for the purpose of part-financing the construction and acquisition cost of the ship, known as Hull No. 2191 which is to be constructed by the Builder and purchased by the Borrower.

MEMORANDUM OF AGREEMENT Maritime Council (BIMCO) in 1956,
Memorandum of Agreement • March 22nd, 2006 • Omega Navigation Enterprises, Inc. • Deep sea foreign transportation of freight • London
Contract
Memorandum of Agreement • March 22nd, 2006 • Omega Navigation Enterprises, Inc. • Deep sea foreign transportation of freight • London

MEMORANDUM OF AGREEMENT Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.

DATED 24th AUGUST 2007 BREMER LANDESBANK KREDITANSTALT OLDENBURG - GIROZENTRALE -
Agreement • June 11th, 2008 • Omega Navigation Enterprises, Inc. • Deep sea foreign transportation of freight
Contract
Memorandum of Agreement • March 22nd, 2006 • Omega Navigation Enterprises, Inc. • Deep sea foreign transportation of freight • London

MEMORANDUM OF AGREEMENT Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Counsel (BIMCO) in 1956.

Shares of Class A Common Stock Omega Navigation Enterprises, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • April 7th, 2006 • Omega Navigation Enterprises, Inc. • Deep sea foreign transportation of freight • New York
DATED 2008 LEMANNVILLE NAVIGATION INC. - and - TURNEVILLE NAVIGATION INC. as joint and several Borrowers - and - LLOYDS TSB BANK PLC as Lender LOAN AGREEMENT Loan Facility of up to $9,900,000
Loan Agreement • June 11th, 2008 • Omega Navigation Enterprises, Inc. • Deep sea foreign transportation of freight

The Lender has agreed to make available to the Borrowers, as joint and several borrowers, a loan facility of up to $9,900,000 to assist the Borrowers in financing (in part) the deposit to be made by the relevant Borrower pursuant to the MOAs.

Contract
Loan Agreement • June 11th, 2008 • Omega Navigation Enterprises, Inc. • Deep sea foreign transportation of freight
To: Omega Navigation Enterprises Inc. Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro MH 96960,
Omega Navigation Enterprises, Inc. • June 11th, 2008 • Deep sea foreign transportation of freight • London

We are pleased to place a loan facility (hereinafter called "the Loan") at your disposal on the following terms and conditions:-

Dated [ ] APRIL 2006
Agreement • April 7th, 2006 • Omega Navigation Enterprises, Inc. • Deep sea foreign transportation of freight

and in this connection, intends to make a Global Offering in respect of 12,000,000 New Shares (as defined below), comprising the US Offering and the Singapore Offering. In connection with the Singapore Offering, 3,304,253 New Shares (as defined below) will be offered to investors in Singapore, Hong Kong, United Kingdom and Norway, in accordance with applicable laws and regulations.

and SHIP MANAGEMENT AGREEMENT
Ship Management Agreement • March 17th, 2006 • Omega Navigation Enterprises, Inc.

It is mutually agreed between the party mentioned in Box 2 of Part I (hereinafter called “the Owners”) and the party mentioned in Box 3 of Part I (hereinafter called “the Managers”) that this Agreement consisting of PARTS I to VI inclusive shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of an applicable Appendix of Part III shall prevail over the provisions of PART II to the extent of such conflict but only in respect of the Management Service to be provided in terms of such applicable Appendix. In the event of a conflict between the Fee Schedule and the provisions of an applicable Appendix of Part III, the provisions of the Fee Schedule shall prevail.

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