REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 13th, 2007 • Oceanaut, Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of [ ], 2007, by and among Oceanaut, Inc., a Marshall Islands corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2007 • Oceanaut, Inc. • New York
Oceanaut, Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as sole representative, an aggregate of 18,750,000 units of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional 2,812,500 units to cover over-allotments (the “Option Securities”). The Underwritten Securities and the Option Securities are hereinafter referred to collectively as the “Securities” or the “Units.”
THIS AGREEMENT is made on the 28th day of January, 2008Agreement • February 5th, 2008 • Oceanaut, Inc. • Water transportation
ContractOceanaut, Inc. • February 28th, 2007 • Blank checks • Marshall Islands
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT TO THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 13th, 2007 • Oceanaut, Inc. • New York
This Agreement is made as of [ ], 2007, by and between Oceanaut, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
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. Code-name SALEFORM 1993 Revised 1966, 1983 and 1986/87....Memorandum of Agreement • August 25th, 2008 • Oceanaut, Inc. • Water transportation • London
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • February 20th, 2008 • Oceanaut, Inc. • Water transportation • New York
THIS TERMINATION AND RELEASE AGREEMENT (the “Agreement”) is entered into as of February 19, 2008 by and among OCEANAUT, INC., a Marshall Islands corporation (the “Company”), Excel Maritime Carriers Ltd., a Liberian corporation, the parties listed under the caption “SELLERS” on the signature page hereof (each, a “Seller,” collectively, the “Sellers”), the parties listed under the caption “INVESTORS” (each, an “Investor,” collectively, the “Investors”), the parties listed under the caption “NOMINATED SUBSIDIARIES” (each, a “Nominated Subsidiary,” collectively, the “Nominated Subsidiaries”), and certain other parties who are either parties to or third party beneficiaries of the Definitive Agreements (as defined below) or agreements that are ancillary thereto (“Other Parties”). The Company, Excel, the Sellers, the Investors, the Nominated Subsidiaries and the Other Parties are hereinafter collectively referred to as the “Parties.”
ADDENDUM NO. 1 To the Memorandum of Agreement dated 20th August 2008 (the “Contract”) Between SEA TRIUMPH MARITIME S.A. Panama (the “Sellers”) And TUNMORE SHIPHOLDING CO., Liberia A guaranteed nominee of Oceanaut Inc., Marshall Islands (the “Buyers”)...Addendum No • September 9th, 2008 • Oceanaut, Inc. • Water transportation
It is Hereby agreed between the Buyers and Sellers that the lifting of the Guarantor’s Board of Director’s Approval referred to in Clause 20 of the Memorandum of Agreement shall be extended from the 30th of September 2008 until latest 31st of October 2008.
COMMERCIAL MANAGEMENT AGREEMENTCommercial Management Agreement • September 9th, 2008 • Oceanaut, Inc. • Water transportation • London
The Company wishes to appoint the Commercial Manager to provide all necessary commercial management services to the Company and its various shipowning subsidiaries from time to time (the “Shipowning Subsidiaries” and together with the Company the “Group” and any of them a “member of the Group”), seeking and negotiating employment for the Group’s vessels and the conclusion of charterparties or other contracts relating to the employment of all the vessels owned by the Shipowning Subsidiaries of the Company from time to time (the “Vessels” and each a “Vessel”) . For the purpose of this agreement “Subsidiary” means any company the share capital of which is from time to time directly or indirectly owned by more than 51% by the Company.
TECHNICAL MANAGEMENT AGREEMENTTechnical Management Agreement • September 9th, 2008 • Oceanaut, Inc. • Water transportation • London
ADDENDUM NO. 1 To the Memorandum of Agreement dated 20th August 2008 (the “Contract”) Between THREE STARS MARITIME S.A. Panama (the “Sellers”) And SKELTON MARITIME LTD., Liberia A guaranteed nominee of Oceanaut Inc., Marshall Islands (the “Buyers”) In...Addendum No • September 9th, 2008 • Oceanaut, Inc. • Water transportation
It is Hereby agreed between the Buyers and Sellers that the lifting of the Guarantor’s Board of Director’s Approval referred to in Clause 20 of the Memorandum of Agreement shall be extended from the 30th of September 2008 until latest 31st of October 2008.
ADDENDUM NO. 1 To the Memorandum of Agreement dated 20th August 2008 (the “Contract”) Between ACHILLES MANAGEMENT S.A. Panama (the “Sellers”) And RAMAN INVESTMENTS LTD., Liberia A guaranteed nominee of Oceanaut Inc., Marshall Islands (the “Buyers”) In...Addendum No • September 9th, 2008 • Oceanaut, Inc. • Water transportation
It is Hereby agreed between the Buyers and Sellers that the lifting of the Guarantor’s Board of Director’s Approval referred to in Clause 20 of the Memorandum of Agreement shall be extended from the 30th of September 2008 until latest 31st of October 2008.
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 13th, 2007 • Oceanaut, Inc. • New York
THIS STOCK ESCROW AGREEMENT, dated as of [ ] , 2007 (the “Agreement”), by and among OCEANAUT, INC., a Marshall Islands corporation (the “Company”), the undersigned parties listed under Initial Shareholders on the signature page hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
SUBORDINATION AGREEMENTSubordination Agreement • September 9th, 2008 • Oceanaut, Inc. • Water transportation • New York
This Subordination Agreement (this “Agreement”) is made as of September 5, 2008 by and between Excel Maritime Carriers Ltd., a Liberian corporation (“Excel”), and Oceanaut, Inc., a Marshall Islands corporation (“Oceanaut”).
ADDENDUM NO. 1 To the Memorandum of Agreement dated 20th August 2008 (the “Contract”) Between IRIS MARINE CARRIERS S.A. Panama (the “Sellers”) And GAVIAL MARINE CORPORATION., Liberia A guaranteed nominee of Oceanaut Inc., Marshall Islands (the...Addendum No • September 9th, 2008 • Oceanaut, Inc. • Water transportation
It is Hereby agreed between the Buyers and Sellers that the lifting of the Guarantor’s Board of Director’s Approval referred to in Clause 20 of the Memorandum of Agreement shall be extended from the 30th of September 2008 until latest 31st of October 2008.
WARRANT AGREEMENTWarrant Agreement • February 13th, 2007 • Oceanaut, Inc. • New York
This Warrant Agreement made as of [ ], 2007, between Oceanaut, Inc., a Marshall Islands corporation with offices at 17th Km National Road Athens-Lamia & Finikos Street, 145 64 Nea Kifisia, Athens, Greece (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal and Corporate Opportunities Agreement • September 9th, 2008 • Oceanaut, Inc. • Water transportation • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of September 5, 2008 by and between Oceanaut, Inc., a Marshall Islands corporation (the “Company”), and Excel Maritime Carriers Ltd., a Liberian Corporation (“Excel”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • February 28th, 2007 • Oceanaut, Inc. • Blank checks • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of , 2007 by and between Oceanaut, Inc., a Marshall Islands corporation (the “Company”), and Excel Maritime Carriers Ltd., a Liberian corporation (“Excel”) in connection with the Company’s proposed public offering of Units in the United States pursuant to a registration statement, on Form F-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
OCEANAUT, INC.Oceanaut, Inc. • February 13th, 2007
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of Oceanaut, Inc. (the “Company”), and continuing until the earlier of the consummation by the Company of a “Business Combination” or the Company’s liquidation (as described in the Company’s IPO prospectus) (the “Termination Date”), Excel Maritime Carriers Ltd. shall make available to the Company certain office and secretarial services as may be required by the Company from time to time, situated at 17th Km National Road Athens-Lamia & Finikos Street, 145 64 Nea Kifisia, Athens, Greece. In exchange therefore, the Company shall pay Excel Maritime Carriers Ltd. the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
INVESTMENT AGREEMENTInvestment Agreement • October 16th, 2007 • Oceanaut, Inc. • Blank checks • New York
This Investment Agreement (this "Agreement") is dated as of October 12, 2007, among Oceanaut, Inc., a Marshall Islands corporation (the "Company"), and the purchasers identified on the signature pages hereto (each, an "Investor" and collectively, the "Investors").
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • February 13th, 2007 • Oceanaut, Inc. • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of October 18, 2006 by and between Oceanaut, Inc., a Marshall Islands corporation (the “Company”), and Excel Maritime Carriers Ltd., a Liberian corporation (“Excel”) in connection with the Company’s proposed public offering of Units in the United States pursuant to a registration statement, on Form F-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • September 9th, 2008 • Oceanaut, Inc. • Water transportation • Marshall Islands
THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 5, 2008, between Oceanaut, Inc, a corporation organized and existing under the laws of the Marshall Islands (the “Company”) and Excel Maritime Carriers Ltd. (the “Purchaser”).
INSIDER UNIT AND INSIDER WARRANT PURCHASE AGREEMENTInsider Unit and Insider Warrant Purchase Agreement • February 13th, 2007 • Oceanaut, Inc. • New York
THIS INSIDER UNIT AND INSIDER WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this [ ] day of [ ], 2007, between Oceanaut, Inc., a Marshall Islands corporation (the “Company”), and Excel Maritime Carriers Ltd. (the “Purchaser”).
