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.”
ContractOceanaut, Inc. • February 13th, 2007 • 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”).
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”).
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”).
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.
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”).
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”).
