6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 5, 2008

OCEANAUT, INC.

(Exact name of registrant as specified in its charter)

The Republic of the Marshall Islands
(State or Other Jurisdiction of Incorporation

17^TH Km National Road Athens-Lamia & Finikos Street
145 64 Nea Kifisia
Athens, Greece
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-For Form 40-F:

þ Form 20-F          o Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: o Yes          No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):          n/a          

Entry into a Material Definitive Agreement; Unregistered Sales of Equity Securities

Addendum No. 1 to the MOAs

     On September 5, 2008, Oceanaut, Inc., a Marshall Islands corporation, through its nominated subsidiaries (the “Company”), entered into Addendum No. 1, dated September 5, 2008 (each, the “Addendum”), to each Memorandum of Agreement dated August 20, 2008 (the “MOAs”), pursuant to which the Company has agreed to purchase, for an aggregate purchase price of $352,000,000, four dry bulk vessels (the “Vessel Acquisition”). Each Addendum amends each of the MOAs by extending the deadline for (i) the Company to obtain the approval of its shareholders on its proposed business combination from September 30, 2008 to October 31, 2008 and (ii) the cancelling date under each MOA from December 1, 2008 to December 31, 2008. Copies of each Addendum are attached hereto as Exhibits 10.1 through 10.4, the terms of which are incorporated herein by this reference.

Right of First Refusal and Corporate Opportunity Agreement

     On September 5, 2008, the Company entered into a right of first refusal and corporate opportunities agreement (the “Right of First Refusal and Corporate Opportunities Agreement”) with its corporate shareholder, Excel Maritime Carriers Ltd. (NYSE: EXM, “Excel”), which provides that, commencing on the date of the consummation of the Company’s business combination and extending until the fifth anniversary of the date of such agreement, Excel will provide the Company with a right of first refusal on any of the (a) acquisition, operation, and chartering-in of any dry bulk carrier that is subject to a time or bareboat charter-out having a remaining duration, excluding any extension options, of at least four years (a “Qualifying Contract”), and (b) sale or other disposition of any dry bulk carrier owned or chartered-in by Excel and that is subject to a Qualifying Contract, subject to certain permitted exceptions as outlined in the Right of First Refusal and Corporate Opportunities Agreement attached hereto as Exhibit 10. 5, the terms of which are incorporated herein by this reference.

Subordination Agreement

     On September 5, 2008, the Company and Excel entered into a Subordination Agreement (the “Subordination Agreement”) pursuant to which Excel and the Company’s current directors and officers have agreed that 5,578,125 of their shares of common stock acquired prior to the Company’s initial public offering will become subordinated shares after the initial closing of the Vessel Acquisition. During the subordination period, the Company will pay quarterly dividends on its common stock, including the subordinated shares, from its operating surplus (as defined in the Subordination Agreement) in the following manner:

     first, 100% to all shares of common stock other than the subordinated shares, pro rata, until each such outstanding share of common stock has been paid an amount equal to the applicable base dividend for that quarter;

     second, 100% to all shares of common stock other than the subordinated shares, pro rata, until they have received any unpaid arrearages in the base dividend for prior quarters during the subordination period;

     third, 100% to all subordinated shares, pro rata, until each outstanding share of common stock has been paid an amount equal to the applicable dividend for that quarter;

     after that, 100% to all shares of common stock, including the subordinated shares, pro rata.

     Notwithstanding the foregoing, subordinated shares will not be entitled to receive dividends prior to those paid with respect to the second quarter of 2010. If Excel transfers or disposes of any subordinated shares during the subordination period, the transferee shall remain subject to the same subordination provisions pursuant to the terms of the Subordination Agreement.

     The subordination period will extend until the earlier to occur of (i) the first day after the quarter ending September 30, 2013, provided that the Company has paid a dividend in the amount at least equal to the base quarterly dividend of at least $0.28 per share on all shares of the Company’s common stock, including the subordinated shares, for the immediately preceding four-quarter period, and (ii) the day immediately preceding the occurrence of a change of control.

     Notwithstanding the foregoing, the subordination period will end on the first day after the quarter ending March 31, 2011 if the above test is met and the quarterly base dividend increases by 30% to $0.365 on all shares of common stock, including the subordinated shares.

     A copy of the Subordination Agreement is attached hereto as Exhibit 10.6, the terms of which are incorporated herein by this reference.

Series A Preferred Stock Financing

     On September 5, 2008, the Company and Excel entered into the Series A Preferred Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell up to $62 million in shares of its Series A preferred stock to Excel, of which $15 million will be used to finance a portion of the aggregate purchase price of the vessels and up to $47 million of which will be used to fund the balance of the aggregate purchase price of the vessels, to the extent that funds in the trust account are used to pay public shareholders that exercise their conversion rights.

     In accordance with its amended and restated articles of incorporation, the Company’s board of directors will establish and issue shares of the Series A preferred stock, the terms of which are set forth in a Certificate of Designation of Mandatorily Redeemable Preferred Shares, Series A (the “Certificate of Designation”), which provides as follows:

     Ranking. The Series A preferred stock will rank senior to the common stock and any class of equity securities issued by the Company which do not, by their terms, expressly provide that they are senior to the Series A preferred stock, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company.

     Dividends. Cash dividends on shares of the Series A preferred stock are payable when and as authorized by the Company’s board of directors, and will be equal to three-month LIBOR plus a spread of 2.25% per annum of the original issue price of $10,000 per share, payable quarterly on the last day of each fiscal quarter or at such other times as the board of directors shall determine.

     Liquidation Preference. In the event of a liquidation of the Company’s assets, the holders of shares of the Series A preferred stock will be entitled to receive, prior and in preference to any distribution of the proceeds of the liquidation to holders of common stock (or any junior series of preferred shares) by reason of their ownership thereof, an amount per share equal to the sum of the original issue price of $10,000 per share plus accrued but unpaid dividends on such shares.

     Redemption. All shares of Series A preferred stock will be mandatorily redeemable by the Company on the third anniversary of the date of the initial closing of the Vessel Acquisition or, if earlier, upon a change of control (as defined in the Certificate of Designations), in each case, at a cash redemption

price of $10,000 per share plus all accrued and unpaid dividends to the redemption date, provided that the Company and Excel may agree in writing that the Company redeem all or part of the shares of Series A preferred stock for shares of the Company common stock determined by dividing the amount that would otherwise be paid in cash by the fair market value of the common stock. The Company will also be required to redeem shares of Series A preferred stock from time to time in part upon receipt of cash proceeds from the exercise of any warrants presently existing or hereinafter issued by the Company, provided that the Company and Excel may agree in writing that the Company redeem all or part of the shares of Series A preferred stock for shares of the Company’s common stock determined by dividing the amount that would otherwise be paid in cash by the fair market value of the common stock. Shares of the Series A preferred stock will otherwise be redeemable in whole or in part at the Company’s option at a cash redemption price of $10,000 per share plus all accrued and unpaid dividends to the redemption date.

     Non-Voting. Except as required by law, the holders of shares of Series A preferred stock have no voting rights.

     Not Convertible. The Series A preferred stock is not convertible into common stock.

     Copies of each of the Purchase Agreement and the Certificate of Designations are attached hereto as Exhibits 10.7 and 10.8, respectively, and the terms thereof are incorporated herein by this reference.

Commercial Management Agreement

     On September 5, 2008, the Company entered into a Commercial Management Agreement with Excel, as commercial manager for all vessels to be owned by all of the Company’s subsidiaries (the “Commercial Management Agreement”). Under the terms of the Commercial Management Agreement, Excel will provide commercial management services to the Company’s subsidiaries, which include, among other things, seeking and negotiating employment for the vessels owned by the subsidiaries in accordance with the guidelines set forth in the Commercial Management Agreement, for which Excel is entitled to receive a commission of 1.25% calculated on the collected gross hire/freight/demurrage payable when such amounts are collected. Since the vessels being purchased are currently subject to time charters, Excel will be entitled to such commissions once the current time charters expire and Excel seeks and negotiates new employment for the vessels. The Commercial Management Agreement is for a term of three years, and is automatically renewable for consecutive periods of one year, unless either party is provided with three months’ written notice prior to the termination of such period.

     A copy of the Commercial Management Agreement is attached hereto as Exhibit 10.9, the terms of which are incorporated herein by this reference.

Technical Management Agreement

     On September 5, 2008, the Company entered into a Technical Management Agreement with Maryville Maritime Inc., or Maryville, as technical manager of all vessels to be owned by all of Oceanaut’s subsidiaries (the “Technical Management Agreement”). Maryville is a wholly-owned subsidiary of, and provides technical management services to, Excel Under the terms of the Technical Management Agreement, Maryville will perform certain duties that will include general administrative and support services necessary for the operation and employment of all vessels to be owned by all of the Company’s subsidiaries, including, without limitation, crewing and other technical management, insurance, freight management, accounting related to vessels, provisions, bunkering, operation and, subject to the Company’s instructions, sale and purchase of vessels, for which Maryville is entitled to receive a monthly fee of $18,000 per vessel, which fee may be increased annually by an amount equal to

the percentage change in the CPI-U published by the United States Department of Labor from time to time. The Technical Management Agreement is for a term of three years, and is automatically renewable for consecutive periods of one year, unless either party is provided with three months’ written notice prior to the termination of such period.

     A copy of the Technical Management Agreement is attached hereto as Exhibit 10.10, the terms of which are incorporated herein by this reference.

Where to Find Additional Information

     The Company is a foreign private issuer. As such, its proxy statement and other proxy materials with respect to the proposed acquisition will not be subject to preliminary review and comment by the SEC. The Company’s proxy statement with respect to the proposed acquisition will contain risk factor disclosure alerting its shareholders to the fact that its proxy materials have not been reviewed by the SEC and may not have all of the material disclosures required to be included under the SEC’s rules. It is, however, the intent of the Company to provide to its shareholders proxy materials with respect to the proposed acquisition that meet the form and content requirements of Schedule 14A of the Securities Exchange Act of 1934, as amended.

     The Company has filed with the SEC a proxy statement in connection with the proposed vessel purchases described herein. Shareholders are urged to carefully read the proxy statement and any other relevant documents filed with the SEC when they become available, because they will contain important information about the Company and the proposed vessel purchases. Copies of the proxy statement and other documents filed by the Company will be available at the website maintained by the SEC at www.sec.gov. Copies of such filings can also be obtained, without charge, by directing a request to Oceanaut, Inc., 17^th Km National Road Athens-Lamia & Finikos Street, 145 64 Nea Kifisia, Athens, Greece.

Participants in the Solicitation

     The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed transactions. Information regarding certain of the Company’s directors and executive officers is available in the Company’s documents filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in the proxy statement to be filed with the SEC in connection with the proposed transactions.

Financial Statements and Exhibits

Exhibit
Number		Description of Exhibit
	10.1	Addendum No. 1, dated September 5, 2008, to Memorandum of Agreement relating to the ACHILLES II dated August 20, 2008 between Raman Investments Ltd., a guaranteed nominee of Oceanaut, Inc., as buyer, and Achilles Management S.A., as seller.
	10.2	Addendum No. 1, dated September 5, 2008, to Memorandum of Agreement relating to the IRIS II dated August 20, 2008 between Gavial Marine Corporation, a guaranteed nominee of Oceanaut, Inc., as buyer, and Iris Marine Carriers S.A., as seller.
	10.3	Addendum No. 1, dated September 5, 2008, to Memorandum of Agreement relating to the MEDI CEBU dated August 20, 2008 between Tunmore Shipholding Co., a guaranteed nominee of Oceanaut, Inc., as buyer, and Sea Triumph Maritime S.A., as seller.
	10.4	Addendum No. 1, dated September 5, 2008, to Memorandum of Agreement relating to the THREE STARS dated August 20, 2008 between Skelton Maritime Ltd., a guaranteed nominee of Oceanaut, Inc., as buyer, and Three Stars Maritime S.A., as seller.
	10.5	Right of First Refusal and Corporate Opportunity Agreement dated September 5, 2008
	10.6	Subordination Agreement dated September 5, 2008
	10.7	Series A Preferred Stock Purchase Agreement dated September 5, 2008
	10.8	Certificate of Designation of Mandatorily Redeemable Preferred Shares, Series A
	10.9	Commercial Management Agreement dated September 5, 2008
	10.10	Technical Management Agreement dated September 5, 2008

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OCEANAUT, INC.
Date: September 9, 2008	By:	/s/ Gabriel Panayotides
		Gabriel Panayotides, President and Chief Executive Officer

EX-10.1

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 respect of m/v “ACHILLES II”
(the “Vessel”)

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.

In this respect, the delivery laycan referred to in Clause 5 of the Memorandum of Agreement shall be extended from 1st October / 1st December 2008 to 1st November / 31st December 2008 and the cancelling date shall also be extended until 31st of December 2008 in the Buyers’ option.

All other terms and conditions of the above mentioned Contract remain unaltered and in full force.

In witness thereof the parties have caused this Addendum No. 1 to be signed this 5th day of September 2008

For the Sellers	For the Buyers
/s/ Toby English, H. Clarkson & Co. Ltd., Director	/s/ Gabriel Panayotides, Chief Executive Officer and President

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EX-10.2

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 “Buyers”)
In respect of m/v “IRIS II”
(the “Vessel”)

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.

In this respect, the delivery laycan referred to in Clause 5 of the Memorandum of Agreement shall be extended from 1st October / 1st December 2008 to 1st November / 31st December 2008 and the cancelling date shall also be extended until 31st of December 2008 in the Buyers’ option.

All other terms and conditions of the above mentioned Contract remain unaltered and in full force.

In witness thereof the parties have caused this Addendum No. 1 to be signed this 5th day of September 2008

For the Sellers	For the Buyers
/s/ Toby English, H. Clarkson & Co. Ltd., Director	/s/ Gabriel Panayotides, Chief Executive Officer and President

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EX-10.3

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”)
In respect of m/v “MEDI CEBU”
(the “Vessel”)

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.

In this respect, the delivery laycan referred to in Clause 5 of the Memorandum of Agreement shall be extended from 1st October / 1st December 2008 to 1st November / 31st December 2008 and the cancelling date shall also be extended until 31st of December 2008 in the Buyers’ option.

All other terms and conditions of the above mentioned Contract remain unaltered and in full force.

In witness thereof the parties have caused this Addendum No. 1 to be signed this 5th day of September 2008

For the Sellers	For the Buyers
/s/ Toby English, H. Clarkson & Co. Ltd., Director	/s/ Gabriel Panayotides, Chief Executive Officer and President

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EX-10.4

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 respect of m/v “THREE STARS”
(the “Vessel”)

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.

In this respect, the delivery laycan referred to in Clause 5 of the Memorandum of Agreement shall be extended from 1st October / 1st December 2008 to 1st November / 31st December 2008 and the cancelling date shall also be extended until 31st of December 2008 in the Buyers’ option.

All other terms and conditions of the above mentioned Contract remain unaltered and in full force.

In witness thereof the parties have caused this Addendum No. 1 to be signed this 5th day of September 2008

For the Sellers	For the Buyers
/s/ Toby English, H. Clarkson & Co. Ltd., Director	/s/ Gabriel Panayotides, Chief Executive Officer and President

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EX-10.5

RIGHT OF FIRST REFUSAL AND
CORPORATE OPPORTUNITIES AGREEMENT

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”).

RECITALS

A. Excel is a significant shareholder in the Company.

B. The Company and Excel share certain officers and directors.

C. The parties have entered into that certain Right of First Refusal and Corporate Opportunities Agreement, dated March 1, 2006, regarding the clarification of corporate opportunities between the parties in the shipping industry (the “Prior Agreement”), which Prior Agreement shall continue in full force and effect until the earlier of (i) the consummation by the Company of a business combination (“Business Combination”) and (ii) the Company’s liquidation, each in the circumstances and in the manner described in the Company’s prospectus relating to the initial public offering of its securities.

D. The Company has entered into definitive agreements for the purchase of certain dry bulk carriers, the consummation of which shall be a Business Combination.

E. Because each of the Company and Excel will be seeking business opportunities in the dry bulk sector of the shipping industry after the consummation of the Company’s Business Combination, the parties have made this Agreement to clarify the business opportunities for which the Company shall have the right of first refusal after such time.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.  Right of First Refusal.  For the term specified in Section 4 and subject to the terms of Section 2 of this Agreement, Excel hereby grants to the Company a right of first refusal to any opportunities for (a) the acquisition, operation, and chartering-in of any dry bulk carrier that is subject to a Qualifying Contract and (b) the sale or other disposition of any dry bulk carrier owned or chartered-in by Excel and that is subject to a Qualifying Contract (“Corporate Opportunity”). A “Qualifying Contract” means a time or bareboat charter-out having a remaining duration, excluding any extension options, of at least four years. Nothing herein shall require Excel to offer a right of first refusal merely because it enters into, renews or extends a Qualifying Contract with respect to any vessel already owned or chartered in by Excel at the time the Qualifying Contract is entered into. For purposes of this Section, “Excel” shall include Excel’s subsidiaries.  

2.  Permitted Exceptions.  Notwithstanding any provision of Section 1 to the contrary, Excel may engage in the following activities under any of the following circumstances:

(a) acquire or own any dry bulk carrier that is not subject to a Qualifying Contract;

(b) acquire a dry bulk carrier that is subject to a Qualifying Contract (such a dry bulk carrier subject to a Qualifying Contract, a “Dry Bulk Carrier Asset”) if Excel promptly offers to sell to Oceanaut such Dry Bulk Carrier Asset for fair market value, plus any applicable costs incurred by Excel (such as taxes, flag administration, financing, legal and other similar costs) in consummating such transaction, in accordance with the procedures set forth in Section 3;

(c) own, operate, acquire or dispose of a Dry Bulk Carrier Asset that is owned, operated, acquired or disposed of as part of Excel’s joint ventures with parties other than Oceanaut;

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(d) acquire one or more Dry Bulk Carrier Assets as part of the acquisition of a controlling interest in a business or package of assets and own and operate or charter those vessels, provided, however, that:

(i) if less than a majority of the value of the total assets or business acquired is attributable to one or more Dry Bulk Carrier Assets, as determined in good faith by Excel, Excel must offer to sell such Dry bulk Carrier Assets to Oceanaut at such Dry Bulk Carrier Assets’ fair market value, plus any applicable Break-up Costs, in accordance with the procedures set forth in Section 3. “Break Up Costs” means the aggregate amount of any and all additional taxes, flag administration, financing, legal and other similar costs to Excel that would be required to transfer to Oceanaut any Dry Bulk Carrier Asset acquired by Excel as part of a larger transaction; or

(ii) if a majority or more of the value of the total assets or business acquired is attributable to one or more Dry Bulk Carrier Assets, as determined in good faith by Excel, Excel shall notify Oceanaut in writing of the proposed acquisition. Oceanaut shall, not later than the 10th Business Day following receipt of such notice, notify Excel if it wishes to acquire any of the Dry Bulk Carrier Assets forming part of the business or package of assets. If Oceanaut does not notify Excel of its intent to pursue the acquisition within ten (10) Business Days, Excel may proceed with the acquisition as provided in subsection (i) above;

(e) own, operate or charter any Dry Bulk Carrier Asset that is subject to an offer to purchase by Oceanaut as described in Section 2(b) pending the applicable offer of any such Dry Bulk Carrier Asset to Oceanaut and Oceanaut’s determination pursuant to Section 3 whether to purchase the Dry Bulk Carrier Asset and, if Oceanaut elects to purchase any such Dry Bulk Carrier Asset, pending the closing of such purchase;

(f) acquire a non-controlling interest in any company, business or pool of assets that include one or more Dry Bulk Carrier Assets;

(g) acquire or own a Dry Bulk Carrier Asset if Oceanaut does not fulfill its obligations under any written agreement between Excel and Oceanaut requiring Excel to purchase such Dry Bulk Carrier Asset;

(h) provide ship management services relating to any vessel whatsoever, including, without limitation, Dry Bulk Carriers Assets; or

(i) acquire, operate or charter one or more Dry Bulk Carrier Assets if Oceanaut has previously advised Excel that it consents to such acquisition, operation or charter.

3.  Corporate Opportunity Procedures.  

(a) In the event that Excel or any of Excel’s Affiliates become aware of a Corporate Opportunity, Excel shall provide written notice of such Corporate Opportunity to the Company (the “Offer Notice”) within three (3) Business Days of its identification of the Corporate Opportunity. The Offer Notice shall contain all of the material terms of such Corporate Opportunity. “Business Day” means any day except Saturday, Sunday, and any day which shall be a legal holiday or a day on which banking institutions in Athens, Greece, are authorized or required by law or other governmental action to close. “Affiliate” means, with respect to Excel, any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Excel. As used in this Section 2(a), “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through ownership of voting securities, by contract, or otherwise.

(b) The Company, within fifteen (15) Business Days of its receipt of the Offer Notice (the “Response Period”), shall provide written notice to Excel of its decision on whether it will pursue the Corporate Opportunity that is the subject of such Offer Notice (“Reply Notice”). If the Company indicates in such Reply Notice that it has decided to pursue such Corporate Opportunity, then Excel shall relinquish all rights with respect to such Corporate Opportunity, such relinquishment including nominating the Company as the counterparty to the Corporate Opportunity in the place of Excel, whether or not the Company successfully secures such Corporate Opportunity. If, however, the Company (i) indicates in such Reply Notice that it will not pursue such Corporate Opportunity, or (ii) fails to provide a Reply Notice within the Response Period, then Excel shall be forever free to pursue such Corporate Opportunity. Nothing herein shall preclude Excel from consummating an acquisition of one or more Dry

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Bulk Carrier Assets prior to the receipt of a Reply Notice or the end of the Response Period, provided it complies with Section 2(b) thereafter.

(c) Decisions by the Company to release Excel to pursue any Corporate Opportunity shall be made by a majority of the Company’s independent directors who are not affiliated with Excel.

(d) Excel shall have no obligation to provide financial or other assistance in connection with the Company’s pursuit of any Corporate Opportunity.

4.  Term.  This Agreement shall become effective on its execution and shall remain in effect for a period of five years from the date hereof, provided, further, this Agreement shall automatically renew for successive two-year periods if neither party gives written notice of termination to the other at least 30 days prior to the then next scheduled termination date.

5.  Notices.  All notices or communications hereunder shall be addressed as follows:

To the Company:

Oceanaut, Inc.
17^th Km National Road Athens-Lamia & Finikos Street
145 64 Nea Kifisia
Athens, Greece
Telephone: +30-210-620-9520
Facsimile: +30-210-620-9528
Attention: Chief Executive Officer

with copies to:

Mintz Levin Cohn Ferris Glovsky & Popeo, P.C.
666 Third Avenue
New York, New York 10017
Telephone: +1-212-935-3000
Facsimile: +1-212-983-3115
Attention: Kenneth R. Koch, Esq.

If to Excel:

Excel Maritime Carriers Limited
17^th Km National Road Athens-Lamia & Finikos Street
145 64 Nea Kifisia
Athens, Greece
Telephone: +30-210-620-9520
Facsimile: +30-210-620-9528
Attention: Chief Executive Officer

Any notice required or permitted to be given to a party pursuant to the provisions of this Agreement shall be (i) in writing; (ii) provided by personal delivery, facsimile, or internationally recognized courier only; and (iii) effective and deemed given to such party under this Agreement on the earliest of the following: (1) the date of personal delivery; (2) one Business Day after transmission by facsimile, with confirmation of transmission; and (3) one Business Day after deposit with a return receipt, internationally recognized express courier.

6.  Scope of Prohibition.  Except as otherwise provided in this Agreement, each party and its Affiliates shall be free to engage in any business activity whatsoever, including those that may be in direct competition with such other party.

7.  Entire Agreement.  This Agreement contains the entire understanding between the parties hereto and supersedes in all respects any prior or other agreement or understanding concerning the subject matter hereof between the Company and Excel; provided, however, that the Prior Agreement shall be in full force and effect until the consummation of a Business Combination by the Company.

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8.  Severability.  If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect.

9.  Assignment.  Neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise subject to hypothecation by either party hereto.

10.  Amendment.  This Agreement may only be amended by written agreement of the parties hereto.

11.  Survival.  The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. The provisions of this Section 11 are in addition to the survivorship provisions of any other section of this Agreement.

12.  Governing Law and Jurisdiction.  This Agreement shall be construed, interpreted, and governed in accordance with the laws of the State of New York, without reference to its rules relating to conflicts of law. The undersigned hereby agrees that any action, proceeding or claim against the undersigned arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The undersigned hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

13.  Counterparts.  This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which, taken together, shall be deemed one document.

14.  Mutual Waiver of Jury Trial.  BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST BENEFITS OF THE JUDICIAL SYSTEM, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

15. Waiver.  Each party acknowledges and permanently and irrevocably waives any and all claims against the other parties hereto in respect of any business opportunities not received by it pursuant to the terms of this Agreement.

(Remainder of page intentionally left blank. Signature pages to follow.)

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IN WITNESS WHEREOF, the parties hereto have executed this Right of First Refusal and Corporate Opportunities Agreement as of the date first specified above.

OCEANAUT, INC.

By:  /s/ Eleftherios A. Papatrifon

Name:     Eleftherios A. Papatrifon

Title:  Chief Financial Officer

EXCEL MARITIME CARRIERS LTD.

By:  /s/ Stamatis Molaris

Name:     Stamatis Molaris

Title:  President and Chief Executive Officer

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EX-10.6

SUBORDINATION AGREEMENT

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”).

Recitals

A. Oceanaut has agreed to acquire four dry bulk carriers (the “Vessel Acquisition”) for an aggregate purchase price of US$352,000,000, pursuant to the terms and conditions of four separate memoranda of agreement between Oceanaut and the several sellers, each dated as of August 20, 2008 (the “MOAs”).

B. The Vessel Acquisition will take place over the course of several closings, the first of which is the initial closing (the “Initial Closing”), at which time title to, and delivery of, two vessels whose aggregate fair market value will equal at least 80% of Oceanaut’s net assets (excluding deferred underwriting discounts and commissions in the amount of $4,500,000), will be transferred and effectuated by the seller of each such vessel to Oceanaut’s nominated subsidiary in accordance with the terms and conditions of each MOA relating to each such vessel, such that the Company’s initial business combination (as defined in its prospectus with respect to its initial public offering) may be consummated.

C. After consummation of the Initial Closing, Oceanaut intends to pay a quarterly dividend of at least US$0.28 per share, or US$1.12 per share per year, payable with respect to the fourth quarter of 2008 and quarterly thereafter, to the holders of Oceanaut’s common shares, par value $0.0001 per share (the “Common Shares”), subject to the discretion of Oceanaut’s Board of Directors.

D. Excel and other parties entering into a similar agreement have agreed that the number of Common Shares set forth below their name on the signature page hereto (the “Subordinated Shares”) will become subordinated to the other Common Shares not owned by Excel with respect to the receipt of dividends pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1.  Payment of Dividends to Holders of Common Shares.

(a) Definitions.  For the purpose of this Section 1, the following definitions shall be used.

(i) Adjusted Operating Surplus.  “Adjusted Operating Surplus” means, with respect to any period, Operating Surplus generated with respect to such period (1) less any net reduction in cash reserves for Operating Expenditures or Maintenance Capital Expenditures with respect to such period to the extent such reduction does not relate to an Operating Expenditure or Maintenance Capital Expenditure made with respect to such period, (2) plus any net increase in cash reserves for Operating Expenditures or Maintenance Capital Expenditures with respect to such period. Adjusted Operating Surplus does not include the portion of Operating Surplus included in clause (A) of the definition of Operating Surplus herein.

(ii) Base Dividend.  “Base Dividend” means US$0.28 per Common Share per calendar quarter, subject to any adjustments as set forth in subsection (f) below.

(iii) Capital Expenditures.  “Capital Expenditures” includes every expenditure that is capital in nature, including expansion capital expenditures, replacement capital expenditures and Maintenance Capital Expenditures.

(iv) Change of Control.  “Change of Control” means the occurrence of any of the following: (A) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of Oceanaut’s assets, properties or business; (B) the adoption by the Board of Directors of a plan of liquidation or dissolution of Oceanaut; (C) the consummation of any transaction, or a series of related transactions (including, without limitation, any merger or consolidation) the result of which is that any “person” (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) other than Excel, becomes the beneficial owner, directly or indirectly, of more than 3,684,375 (as adjusted for stock splits, stock dividends or similar events) of Oceanaut’s shares of any class or series entitled to vote generally in the election of directors, measured by voting power rather than number of shares, and such number of shares held exceeds the voting power of Excel; (D) if, at any time, Oceanaut becomes insolvent, admits in writing its inability to pay its debts as they become

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due, commits an act of bankruptcy, is adjudged or declared bankrupt or makes an assignment for the benefit of creditors, a proposal or similar action under the bankruptcy, insolvency or other similar laws of the Marshall Islands or any applicable jurisdiction or commences or consents to proceedings relating to it under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction; (E) a change in directors after which a majority of the members of the Board of Directors are not Continuing Directors; (F) the consolidation of Oceanaut with, or the merger or consolidation of Oceanaut with or into, any “person,” or the consolidation of any “person” with, or the merger or consolidation of any “person” with or into, Oceanaut, in any such event pursuant to a transaction in which any of the outstanding Common Shares are converted into or exchanged for cash, securities or other property or receive a payment of cash, securities or other property, other than any such transaction where Oceanaut’s voting stock outstanding immediately prior to such transaction is converted into or exchanged for voting stock of the surviving or transferee “person” constituting a majority of the outstanding shares of such voting stock of such surviving or transferee “person” immediately after giving effect to such issuance.

(v) Closing Price.  “Closing Price” for any day means the last sale price on such day, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, regular way, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal National Securities Exchange on which the Common Shares are listed or, if the Common Shares are not listed on any National Securities Exchange, the last quoted price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market then in use, or, if on any such day the Common Shares are not quoted by any such organization, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in the Common Shares selected by the Board of Directors, or if on any such day no market maker is making a market in the Common Shares, the fair value of the Common Shares on such day as determined by the Board of Directors.

(vi) Common Share Arrearages.  “Common Share Arrearages” means the amount by which the Base Dividend in any quarter during the Subordination Period exceeds the dividend from Operating Surplus actually paid per Common Share (other than the Subordinated Shares) issued and outstanding in such quarter, on or after the Post-Initial Closing Trading Date, cumulative for that quarter and all prior quarters during the Subordination Period, and reduced by any dividends from Operating Surplus on the Common Shares (other than the Subordinated Shares) paid to reduce the Common Share Arrearages pursuant to Section 1(d)(ii); provided that the unpaid Common Share Arrearages will not accrue interest and provided further that no Common Share Arrearages will accrue after the distribution of any proceeds from any voluntary or involuntary dissolution, liquidation or winding up of the affairs of Oceanaut. The Subordinated Shares will not accrue any arrearages during the Subordination Period.

(vii) Continuing Directors.  “Continuing Directors” means, as of any date of determination, any member of the Board of Directors who (1) was a member of the Board of Directors immediately after the completion of the Initial Closing; or (2) was nominated for election or elected to the Board of Directors with the approval of a majority of the directors then in office who were either directors immediately after the completion of the Initial Closing or whose nomination or election was previously so approved.

(viii) Contracted Fleet.  “Contracted Fleet” means the ACHILLES II, the IRIS II, the MEDI CEBU and the THREE STARS.

(ix) Current Market Price.  “Current Market Price” means the average of the daily Closing Prices per Common Share for the five (5) consecutive Trading Days immediately prior to such date.

(x) Interim Capital Transactions.  “Interim Capital Transactions” means the following transactions if they occur prior to the liquidation of Oceanaut: (1) borrowings other than working capital borrowings; (2) sales of equity and debt securities of Oceanaut; (3) capital contributions; (4) corporate reorganizations or restructurings; (5) the termination of interest rate swap agreements; (6) sales or other dispositions of vessels except to the extent the proceeds from such dispositions exceed the initial purchase price or contributed value of the vessel subject to the disposition, which excess amount shall be treated as Operating Surplus; and (7) sales or other dispositions of other assets other than in the normal course of business.

(xi) Liquidating Dividends.  “Liquidating Dividends” are dividends or any other distributions to the Common Shares that are paid from any amount in excess of Operating Surplus.

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(xii) Maintenance Capital Expenditures.  “Maintenance Capital Expenditures” means any cash capital expenditures incurred after the Initial Closing to maintain vessels and other assets, replacement of equipment on the vessels, repairs and similar expenditures, but excluding capital expenditures related to drydocking and capital expenditures for or related to the acquisition of additional vessels, and including capital expenditures for replacement of a vessel as a result of damage or loss prior to normal retirement, net of any insurance proceeds, warranty payments or similar property not treated as cash receipts for purposes of calculating Operating Surplus.

(xiii) National Securities Exchange.  “National Securities Exchange” means an exchange registered with the United States Securities and Exchange Commission under Section 6(a) of the United States Securities Exchange Act of 1934, as amended, supplemented or restated from time to time, and any successor to such statute.

(xiv) Operating Expenditures.  “Operating Expenditures” are all cash expenditures, after the Initial Closing, including but not limited to, operating expenses, interest payments and taxes, but excluding:

(A) the repayment of borrowings;

(B) the repurchase of debt and equity securities;

(C) interest rate swap termination costs;

(D) expenses and taxes related to Interim Capital Transactions;

(E) Capital Expenditures;

(F) expenses, costs and liabilities related to the Vessel Acquisition; and

(G) payment of dividends.

(xv) Operating Surplus.  For any period “Operating Surplus” is:

(A) $20 million; plus

(B) all of Oceanaut’s cash receipts (including the proportionate share of cash receipts of certain subsidiaries which are not wholly-owned) since the Initial Closing, excluding cash receipts from Interim Capital Transactions; plus

(C) interest (after giving effect to interest rate swap agreements) paid on debt incurred and cash dividends paid on equity securities issued by Oceanaut, in each case, to finance all or any portion of the construction, replacement or improvement of a capital asset such as vessels (other than Oceanaut’s Contracted Fleet) during the period from such financing until the earlier to occur of the date the capital asset is put into service or the date that it is abandoned or disposed of; plus

(D) interest (after giving effect to interest rate swap agreements) paid on debt incurred and cash dividends paid on equity securities issued by Oceanaut, in each case, to pay the construction period interest on debt incurred, or to pay construction period dividends on equity issued, to finance the construction projects described in (C) above; less

(E) Operating Expenditures; less

(F) a reserve for the estimated cost of future drydockings; less

(G) the amount of cash reserves (including the proportionate share of cash reserves for certain subsidiaries which are not wholly-owned) established by the Board of Directors for future (1) Operating Expenditures and (2) Maintenance Capital Expenditures.

The $20 million amount in (A) above may be increased by the Board of Directors only if the Board of Directors determines that such increase is necessary to allow it to pay all or part of the Base Dividend on the Common Shares. This $20 million amount cannot be increased in any period in which a dividend on the Subordinated Shares is paid or is otherwise payable from Operating Surplus.

For purposes of calculating Operating Surplus, any dividends that are paid on the Preferred Shares will be treated as if they were interest payments and not dividends.

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Notwithstanding the foregoing, the construction or application of this definition of Operating Surplus as outlined above may be adjusted in the case of any particular transaction or matter or type of transaction or matter if the Board of Directors, with the concurrence of Oceanaut’s audit committee, is of the opinion that such an adjustment is necessary or appropriate to further the overall purpose and intent of the definition of Operating Surplus, so long as such adjustment will not adversely affect the holders of Subordinated Shares.

(xvi) Preferred Shares.  “Preferred Shares” means shares of Oceanaut’s preferred stock, par value $0.0001 per share.

(xvii) Subordination Period.  “Subordination Period” means the period from the Initial Closing (the “Post-Initial Closing Trading Date”) and ending on the first to occur of the following:

(A) the first day of any quarter ending after September 30, 2013 in respect of which the quarterly dividends paid by Oceanaut from Operating Surplus on all of the Common Shares, including the Subordinated Shares, at least equaled the Base Dividend for the immediately preceding four-quarter period (the “Four-Quarter Period”); and

(B) the occurrence of a Change of Control, in which case the Subordination Period will be deemed to end immediately preceding such occurrence.

Notwithstanding the foregoing, the Subordination Period will end on the first day after the quarter ending March 31, 2011 if the above test in (A) is met and the quarterly base dividend increases by 30% to US$0.365 on all Common Shares, including the Subordinated Shares.

(xviii) Trading Day.  “Trading Day” means a day on which the principal National Securities Exchange on which the Common Shares are listed is open for the transaction of business or, if the Common Shares are not listed on any National Securities Exchange, a day on which banking institutions in New York City in the United States generally are open.

(b) Payment of Dividends on Common Shares During the Subordination Period.  During the Subordination Period only, all dividends paid to shareholders will be treated as either a dividend from Operating Surplus or a Liquidating Dividend. The Board of Directors will treat all dividends as dividends from Operating Surplus until the sum of all dividends paid since the Initial Closing equals the amount of Operating Surplus as of the most recent date of determination. The Board of Directors will treat dividends paid from any amount in excess of Operating Surplus as Liquidating Dividends.

(c) Authority to Pay Dividends.  The Board of Directors, in its sole discretion, may determine whether to declare and pay dividends to the shareholders at any time. Subject to the rights of any outstanding Preferred Shares, any dividends that are declared and paid by the Board of Directors with respect to the Common Shares must be declared and paid in accordance with the provisions of this Section 1. Dividends shall be paid in cash unless the Board of Directors has authorized a distribution in kind. The Board of Directors shall determine the fair market value of any dividend to be paid in kind. Any dividends to be paid in kind (other than in the nature of a stock split) shall then be declared and paid in accordance with the provisions of this Section 1 as if the fair market value were cash.

(d) Dividends from Operating Surplus During Subordination Period.  Subject to the rights of any outstanding Preferred Shares, dividends from Operating Surplus, if any, for any quarter during the Subordination Period will be declared and paid in the following manner:

(i) First, 100% of dividends to all of the Common Shares other than the Subordinated Shares, pro rata, until each such outstanding Common Share has been paid an amount equal to the Base Dividend for that quarter;

(ii) Second, 100% of dividends in excess of those paid pursuant to clause (i) above to all of the Common Shares other than the Subordinated Shares, pro rata, until each such outstanding Common Share has been paid an amount equal to any Common Share Arrearages accrued and unpaid for any prior quarters during the Subordination Period;

(iii) Third, 100% of dividends in excess of those paid pursuant to clauses (i) and (ii) above to all of the Subordinated Shares, pro rata, until each outstanding Subordinated Share has been paid an amount equal to the Base Dividend for that quarter;

(iv) Fourth, 100% of dividends to all outstanding Common Shares, including the Subordinated Shares, pro rata; and

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(v) Notwithstanding the above, the Subordinated Shares shall not be entitled to receive any dividends prior to those paid with respect to the second quarter of 2010.

(e) Liquidating Dividends.  Subject to the rights of any outstanding Preferred Shares, Liquidating Dividends shall be paid, pro rata, to the Common Shares.

(f) Adjustment of Base Dividend.  The Base Dividend is subject to downward adjustment in the case of payment of Liquidating Dividends. The Base Dividend will be reduced in the same proportion that the Liquidating Dividend had to the fair market value of the Common Shares prior to the payment of the dividend. If the Common Shares are publicly traded on a National Securities Exchange or market, the fair market value will be the Current Market Price before the ex-dividend date. If the shares are not publicly traded, the fair market value will be determined by the Board of Directors. In addition, Oceanaut may make a pro rata distribution of shares or may effect a subdivision or combination of shares and any amounts calculated on a per share basis (including, without limitation, the Base Dividend and any Common Share Arrearages) or stated as a number of shares shall be adjusted proportionately and appropriately as determined by the Board of Directors.

2.  Rights of Subordination Shares After the Subordination Period.  After the end of the Subordination Period, the restrictions on the Subordinated Shares shall terminate and the rights and privileges of such shares shall be the same as those of the other Common Shares not owned by Excel.

3.  Transfer of Subordinated Shares.  If Excel transfers or disposes of any Subordinated Shares during the Subordination Period, such shares held by the transferee shall remain Subordinated Shares subject to the terms and conditions of this Agreement.

4.  Successors and Assigns.  This Agreement shall bind any successors or assigns of Excel and Oceanaut.

5.  Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

6.  Governing Law; Consent to Jurisdiction.  This Agreement shall be governed by, and construed in accordance with, the internal laws of the Marshall Islands, without regard to principles of conflicts of law. THE PARTIES HERETO HERBY WAIVE ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN, INCLUDING CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER COMMON LAW OR STATUTORY BASES. The parties hereto submit to the exclusive jurisdiction of the state and federal courts located in the City of New York, State of New York. If the jury waiver set forth in this Section is not enforceable, then any dispute, controversy or claim arising out of or relating to this Agreement or any of the transactions contemplated herein will be finally settled by binding arbitration in New York, New York in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. The arbitrator shall apply Marshall Islands law to the resolution of any dispute, without reference to rules of conflicts of law or rules of statutory arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph. The expenses of the arbitration, including the arbitrator’s fees and expert witness fees, incurred by the parties to the arbitration, may be awarded to the prevailing party, in the discretion of the arbitrator, or may be apportioned between the parties in any manner deemed appropriate by the arbitrator. Unless and until the arbitrator decides that one party is to pay for all (or a share) of such expenses, both parties shall share equally in the payment of the arbitrator’s fees as and when billed by the arbitrator.

7.  Entire Agreement.  This Agreement represents the entire agreement with respect to the subject matter hereof, and supersedes all prior negotiations, agreements and commitments. This Agreement may be amended only by written instrument signed by each of Excel and Oceanaut.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

EXCEL MARITIME CARRIERS LTD.

By: /s/ Stamatis Molaris

Title: President and Chief Executive Officer

Number of Shares Subject to this Agreement:

OCEANAUT, INC.

By: /s/ Gabriel Panayotides

Title: Chief Executive Officer

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EX-10.7

Exhibit 10.7

SERIES A PREFERRED STOCK PURCHASE AGREEMENT

     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”).

     WHEREAS, the board of directors of the Company has determined that it is in the best interests of the Company to raise up to $62,000,000 from Purchaser, of which (i) $15,000,000 shall be used to finance the Vessel Acquisition (as defined herein) and (ii) up to $47,000,000 shall be used to fund the balance of the aggregate purchase price for the Vessel Acquisition to the extent that funds in the Company’s Trust Account are used to pay public shareholders that exercise their conversion rights, by means of the issuance of up to 6,200 shares of the Company’s Mandatorily Redeemable Preferred Shares, Series A, $0.0001 par value per share (the “Series A Preferred Stock”), with a Stated Value of $10,000 per share, and an aggregate Stated Value of $62,000,000, all on the terms and conditions more fully set forth in this Agreement; and

     WHEREAS, the Purchaser desires to invest in the Company, and the Company wishes to issue and sell to the Purchaser shares in the Company, pursuant to the terms and conditions more fully set forth in this Agreement;

     IN CONSIDERATION of the mutual covenants contained in this Agreement, the Company and each Purchaser agree as follows:

ARTICLE I
CERTAIN DEFINITIONS

     1.1 Certain Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

     “Affiliate” means, with respect to any Person, any Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

     “Agreement” shall have the meaning set forth in the introductory paragraph of this Agreement.

     “Certificate of Designation” means the Certificate of Designation of Mandatorily Redeemable Preferred Shares, Series A of the Company annexed as Exhibit A hereto.

     “Closing” shall have the meaning set forth in Section 2.2.

     “Closing Date” shall have the meaning set forth in Section 2.2, which date shall be the same day upon which the initial closing of the Vessel Acquisition occurs, following the satisfaction of each of the conditions applicable to the Closing as set forth in Section 2.2 hereof.

     “Common Stock” means shares now or hereafter authorized of the class of common stock, $0.0001 par value, of the Company and stock of any other class into which such shares may hereafter have been reclassified or changed.

     “Company” shall have the meaning set forth in the introductory paragraph.

     “Execution Date” means the date of this Agreement first written above.

     “Person” means an individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind.

     “Purchase Price” shall have the meaning set forth in Section 2.1(b).

     “Purchaser” shall have the meaning set forth in the introductory paragraph.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Series A Preferred Stock” shall have the meaning set forth in the recital.

     “Shares” shall have the meaning set forth in Section 2.1(a).

     “Stated Value” means the sum of $10,000 per Share or $62,000,000 for all of the Shares.

     “Transaction Documents” means this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement.

     “Trust Account” means the trust account established by the Company in connection with the Company’s initial public offering.

     “Vessel Acquisition” means the acquisition of the four drybulk vessels pursuant to Memorandum of Agreements between the Company and the sellers thereof, dated as of August 20, 2008.

ARTICLE II
PURCHASE AND SALE OF PREFERRED SHARES

     2.1 Purchase and Sale; Purchase Price.

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          (a) Subject to the terms and conditions set forth herein, on the Closing Date, the Company shall issue and sell and the Purchaser shall purchase that number of shares of the Company’s Series A Preferred Stock (the “Shares”) equal to (i) $15,000,000 in Stated Value, plus the lesser of (A) $47,000,000 in Stated Value or (B) the Stated Value equal to the amount paid from the Company’s trust account to the Company’s public shareholders that exercised their conversion rights. The Series A Preferred Stock shall have the respective rights, preferences and privileges as set forth in the Certificate of Designation to be filed by the Company with the Registrar of Corporations of the Republic of the Marshall Islands on or before the Execution Date.

          (b) The purchase price for each Share shall be $10,000 (the “Per Share Consideration”). The Per Share Consideration multiplied by the number of Shares to be purchased by the Purchaser is referred to as the “Purchase Price.”

     2.2 The Closing. The Closing of the purchase and sale of the Shares (the “Closing”) shall take place simultaneously with the day upon which the initial closing of the Vessel Acquisition occurs, following the satisfaction of each of the conditions applicable to the Closing as set forth in Section 2.3 hereof (the “Closing Date”). At any time and from time to time after the Closing, the Parties shall duly execute, acknowledge and deliver all such further assignments, conveyances, instruments and documents, and shall take such other action consistent with the terms of this Agreement to carry out the transactions contemplated by this Agreement.

     2.3 Closing Conditions.

          (a) The obligations of each party at the Closing to consummate the transactions contemplated at such Closing shall be subject to the fulfillment, or waiver by the parties, of each of the following conditions:

               (i) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities; and

               (ii) on or prior to the Closing Date, the Vessel Acquisition shall have been approved by the Company’s shareholders and less than 30% of the shares of Common Stock issued in the Company’s initial public offering shall have exercised their conversion rights.

          (b) The obligations of the Purchaser at the Closing to consummate the transactions contemplated at such closing shall be subject to the fulfillment, or waiver by the Purchaser, of the conditions that all representations and warranties of the Company contained herein shall remain true and correct in all material respects as of the Closing Date, as if made at and as of the Closing Date, and the Company shall have performed all its covenants and agreements to be performed on or prior to the Closing Date.

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          (c) The obligations of the Company at the Closing to consummate the transactions contemplated at such closing shall be subject to the fulfillment, or waiver by the Company, of the conditions that all representations and warranties of the Purchaser contained herein shall remain true and correct in all material respects as of the Closing Date, as if made at and as of the Closing Date, and the Purchaser shall have performed all of its covenants and agreements to be performed on or prior to the Closing Date.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

     3.1 Representations, Warranties and Agreements of the Company. The Company hereby makes the following representations and warranties to the Purchaser, all of which shall survive the Closing:

          (a) Organization and Qualification. The Company is a corporation, duly incorporated, validly existing and in good standing under the laws of the Republic of the Marshall Islands, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted.

          (b) Authorization, Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and by each other Transaction Document and to otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby has been duly authorized by all necessary action on the part of the Company. Each of this Agreement and each of the other Transaction Documents has been or will be duly executed by the Company and when delivered in accordance with the terms hereof or thereof will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

          (c) Issuance of Securities. The Shares have been duly and validly authorized for issuance, offer and sale pursuant to this Agreement and, when issued and delivered as provided hereunder against payment in accordance with the terms hereof, shall be valid and binding obligations of the Company enforceable in accordance with their respective terms. When issued in accordance with the terms hereof, the Shares will be duly authorized, validly issued, fully paid and non-assessable.

     3.2 Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company as follows:

          (a) Authority. The Purchaser has the requisite power and authority to enter into and to consummate the transactions contemplated hereby and by the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The acquisition

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of the Shares to be purchased by the Purchaser hereunder has been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to, or affecting generally the enforcement of, creditors rights and remedies or by other general principles of equity.

          (b) Investment Intent. The Purchaser is acquiring the Shares to be purchased by it hereunder, and will acquire the Shares for its own account for investment purposes only and not with a view to or for distributing or reselling such Shares, or any part thereof or interest therein, without prejudice, however, to such Purchaser’s right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and state securities laws.

          (c) Experience of Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the Shares to be acquired by it hereunder, and has so evaluated the merits and risks of such investment.

          (d) Ability of Purchaser to Bear Risk of Investment. The Purchaser is able to bear the economic risk of an investment in the Shares to be acquired by it hereunder and, at the present time, is able to afford a complete loss of such investment.

          (e) Access to Information. The Purchaser acknowledges that it has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the Shares offered hereunder and the merits and risks of investing in such securities; (ii) access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Shares; and (iii) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment and to verify the accuracy and completeness of the information that it has received about the Company.

          (f) Reliance. The Purchaser understands and acknowledges that (i) the Shares are being offered and sold to it hereunder are being offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act under Section 4(2) of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company will rely upon the accuracy and truthfulness of, the foregoing representations and such Purchaser hereby consents to such reliance.

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ARTICLE IV
OTHER AGREEMENTS OF THE PARTIES

     4.1 Manner of Offering. The Shares are being issued pursuant to section 4(2) of the Securities Act.

     4.2 Integration. The Company shall not and shall use its best efforts to ensure that no Affiliate shall sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares in a manner that would require the registration under the Securities Act of the sale of the Shares to the Purchaser.

     4.3 Transfer.

          (a) Securities may only be disposed of in compliance with U.S. state and federal securities laws. In connection with any transfer of the Shares other than pursuant to an effective registration statement, to the Company, to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.3(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement.

          (b) Certificates evidencing the Shares will contain the following legend, until such time as they are not required under Section 4.3(c):

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

          (c) Certificates evidencing the Shares shall not contain any legend (including the legend set forth in Section 4.3(b)): (i) following a sale of such Shares pursuant to an effective registration statement (including the Registration Statement) so long as the purchaser of the Shares is not an Affiliate of the Company, or (ii) following a sale of such Shares pursuant to Rule 144, or (iii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission).

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ARTICLE V
MISCELLANEOUS

     5.1 Entire Agreement. This Agreement, together with all of the Exhibits and Schedules annexed hereto, and any other Transaction Document contains the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters.

     5.2 Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by both the Company and the Purchaser, or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

     5.3 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

     5.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The assignment by a party of this Agreement or any rights hereunder shall not affect the obligations of such party under this Agreement.

     5.5 No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

     5.6 Governing Law. The parties hereto agree that the internal laws of the Republic of the Marshall Islands shall govern this Agreement and the exhibits hereto.

     5.7 Counterpart Signatures. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof.

     5.8 Severability. In case any one or more of the provisions of this Agreement shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision which shall be a reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

[ SIGNATURE PAGE FOLLOWS ]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first indicated above.

Company:       OCEANAUT, INC.
By:	/s/ Gabriel Panayotides
	Name:	Gabriel Panayotides
	Title:	Chief Executive Officer
Purchaser:       EXCEL MARITIME CARRIERS LTD.
By:	/s/ Stamatis Molaris
	Name:	Stamatis Molaris
	Title:	President and Chief Executive Officer

EXHIBIT A

Certificate of Designation

EX-10.8

OCEANAUT, INC.

CERTIFICATE OF DESIGNATION OF
MANDATORILY REDEEMABLE PREFERRED SHARES, SERIES A,
SETTING FORTH THE POWERS, PREFERENCES, RIGHTS, QUALIFICATIONS,
LIMITATIONS AND RESTRICTIONS OF SUCH SERIES OF PREFERRED STOCK

Section 1.  Designation, Number and Rank.  

(a) The shares of such series shall be designated as Mandatorily Redeemable Preferred Shares, Series A (the “Series A Preferred Shares”) of Oceanaut, Inc., a Marshall Islands corporation (the “Corporation”). The number of shares initially constituting the Series A Preferred Shares shall be 6,200.

(b) Except as provided in Section 1(c) below, the Series A Preferred Shares shall, with respect to dividend rights and rights upon Liquidation (as defined below), rank senior to the Common Shares, and to all classes and series of stock of the Corporation whether now or hereafter authorized, issued or outstanding (collectively, the “Junior Securities”). All Series A Preferred Shares shall be of equal rank with each other with respect to the right to receive dividends and other distributions of the Corporation and rights upon Liquidation up to the amount of the Liquidation Preference (as defined below) thereon.

(c) Upon the written consent of at least a majority of the issued and outstanding Series A Preferred Shares, the Series A Preferred Shares shall, with respect to dividend rights and rights on Liquidation, rank junior to all classes and series of stock of the Corporation now or hereafter authorized, issued or outstanding which by their terms expressly provide that they are senior to the Series A Preferred Shares with respect to dividend rights and rights on Liquidation (collectively, the “Senior Securities”).

(d) Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 13 below.

Section 2.  Dividends and Distributions.  

(a) Holders of Series A Preferred Shares shall be entitled to receive, out of funds that are legally available under the Business Corporations Act of the Marshall Islands (the “BCA”), cash dividends equal to Three Month LIBOR (as defined below) plus 2.25% of the Original Issue Price (as defined below) per annum on each outstanding share of Series A Preferred Stock, prorated for the first year. Dividends shall be paid quarterly on the last day of each fiscal quarter or at such other times as the Corporation’s Board of Directors shall choose. The “Original Issue Price” of the Series A Preferred Shares shall be $10,000 per share (as adjusted for any stock split, combination or similar event or transaction directly affecting the Series A Preferred Shares but not by any accrued dividends). Such dividends shall accrue from the Original Issue Date of the relevant shares of Series A Preferred Shares and shall cease to accrue on the date immediately preceding a date of redemption as contemplated by Sections 7, 8, 9 or 10 hereof.

(b) The holders of Series A Preferred Shares shall not be entitled to receive any dividends or other distributions for the Series A Preferred Shares except as provided herein.

Section 3.  Voting Rights.

Except as required under Section 89 of the BCA and any other applicable sections, or successor sections thereto, the holders of the Series A Preferred Shares shall have no voting rights.

Section 4.  Conversion.

Except as provided in Section 7, the Series A Preferred Shares are not convertible into or exchangeable for any other property or securities of the Corporation; provided, however, that this provision shall not affect any rights as specifically provided under the BCA.

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Section 5.  Reacquired Shares.

Any Series A Preferred Shares converted, exchanged, purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such Series A Preferred Shares shall upon their cancellation become authorized but unissued shares of preferred stock, par value $0.0001 per share, of the Corporation and, upon the filing of an appropriate Certificate of Designation with the Registrar of Corporations of the Republic of the Marshall Islands, may be reissued as part of another series of preferred stock, par value $0.0001 per share, of the Corporation subject to the conditions or restrictions on issuance set forth therein, but in any event may not be reissued as Series A Preferred Shares unless all of the Series A Preferred Shares shall have already been converted, exchanged, purchased or otherwise acquired by the Corporation.

Section 6.  Liquidation.  

(a) Priority Payment.  Upon the occurrence of an event of Liquidation and following any payment required to be made to any Senior Securities, the holders of Series A Preferred Shares shall be paid in cash for each Series A Preferred Share held thereby, out of, but only to the extent of, the assets of the Corporation legally available under the BCA for distribution to its stockholders, an amount equal to $10,000 (as adjusted for stock splits, stock dividends, combinations or other recapitalizations of the Series A Preferred Shares) plus all accrued but unpaid dividends, if any (the “Liquidation Preference”), before any payment or distribution is made to any Common Shares or Junior Securities. If the assets of the Corporation available for distribution to the holders of Series A Preferred Shares shall be insufficient to permit payment in full to such holders of the sums which such holders are entitled to receive in such case, then all of the assets available for distribution to holders of shares of Series A Preferred Shares shall be distributed among and paid to such holders ratably in proportion to the amounts that would be payable to such holders if such assets were sufficient to permit payment in full.

(b) Notice.  Upon the occurrence of an event of Liquidation, written notice shall be delivered to each holder of Series A Preferred Shares informing such holder of such event and including a statement as to the payment or payments payable as a result of such an event, and the place where such payment or payments shall be payable, shall be delivered in accordance with Section 12 hereof.

Section 7.  Mandatory Redemption by the Corporation.  

(a) The Corporation shall, in accordance with Section 7(b) below after a Mandatory Redemption Event, be required to redeem all of the Series A Preferred Shares. On the date of redemption (each, a “Mandatory Redemption Date”), each holder of Series A Preferred Shares to be redeemed shall surrender certificates representing such holder’s ownership of Series A Preferred Shares, or deliver a Lost Stock Agreement (as defined below), to be redeemed to the Corporation as provided in this Section 7. On the Mandatory Redemption Date, the Corporation shall redeem, before redeeming any Junior Securities, the Series A Preferred Shares. Each Series A Preferred Share shall be redeemed pursuant to this Section 7 for an amount in cash equal its respective Original Issue Price, plus any accrued but unpaid dividends, provided that if the Corporation and the holder of the Series A Preferred Shares mutually agree in writing, the Corporation may, subject to Section 7(d), redeem all or part of the Series A Preferred Shares, as the parties mutually agree, for a number of its fully paid, non-assessable Common Shares determined by dividing the amount which would otherwise be paid in cash by the Fair Market Value of the Common Shares (as defined below) determined as of the third Business Day prior to the Mandatory Redemption Date (the amount to be paid, whether in cash, Common Shares or a combination thereof, shall be referred to herein as the “Mandatory Redemption Price”).

(b) Redemption Procedure.

(1) No less than three Business Days prior to the Mandatory Redemption Date, the Corporation shall provide written notice to the holders, which notice shall be given in accordance with Section 12. Such notice shall state the number of shares to be redeemed and the Mandatory Redemption Date, which date shall be within 20 calendar days of the date of such notice. Such notice shall also indicate whether the redemption shall be made in cash or in whole or in part in Common Shares pursuant to Section 7(a) above. Payment for such redeemed shares shall be made by the Corporation on the Mandatory Redemption Date.

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(2) From and after the close of business on the Mandatory Redemption Date, and provided that the Mandatory Redemption Price for the Series A Preferred Shares has been received by the relevant holder, each Series A Preferred Share redeemed in accordance with this Section 7 shall no longer be deemed outstanding and all rights with respect to any such share shall forthwith cease following such redemption, except only the right of the holder thereof to receive, upon presentation in accordance with the requirements of this Section 7 below of the certificate or certificates, or Lost Stock Agreement, representing shares redeemed pursuant to this Section 7, the applicable Mandatory Redemption Price for such share, without interest thereon. Notwithstanding anything to the contrary herein, the Corporation shall not be required to make any payment in respect of Series A Preferred Shares redeemed pursuant to this Section 7 until actual delivery to the Corporation or its agents of the certificates representing the shares redeemed hereby, or a Lost Stock Agreement, such delivery to be conducted in accordance with the requirements of paragraph (c) of this Section 7.

(3) All Series A Preferred Shares redeemed pursuant to this Section 7 shall be cancelled.

(c) The Corporation shall not be obligated to pay the Mandatory Redemption Price unless the certificates evidencing the Series A Preferred Shares to be redeemed are either delivered to the Corporation or its transfer agent as provided below, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation and its representatives and agents from any loss incurred by such persons or entities in connection with such certificates (a “Lost Stock Agreement”). On the Mandatory Redemption Date, each holder of Series A Preferred Shares to be redeemed shall surrender the certificates representing the amount of such holder’s Series A Preferred Shares to be redeemed, or deliver a Lost Stock Agreement, at the principal offices of the Corporation or any transfer agent for the Series A Preferred Shares in accordance herewith. Thereupon, there shall be delivered to the relevant holder promptly at a bank account previously designated in writing by the holder, and in the holder’s name as shown on such surrendered certificate or certificates or the Lost Stock Agreement, an amount of cash representing the Mandatory Redemption Price for which the Series A Preferred Shares surrendered were redeemed.

(d) It shall be a condition to the Corporation’s right shares to issue any Common Shares pursuant to Section 7(a) above or Section 8(a) below, that such Common Shares be registered for resale under the Securities Act of 1933.

Section 8.  Mandatory Redemption by the Corporation Upon Warrant Trigger Event.  

(a) The Corporation shall, in accordance with Section 8(b) below, after a Warrant Trigger Event, be required to redeem, out of funds legally available under the BCA therefor with respect to such Warrant Trigger Event, the Series A Preferred Shares in accordance with this Section 8. On the date of redemption (each, a “Warrant Trigger Mandatory Redemption Date”), each holder of Series A Preferred Shares to be redeemed shall surrender certificates representing such holder’s ownership of Series A Preferred Shares, or deliver a Lost Stock Agreement (as defined below), to be redeemed to the Corporation as provided in this Section 8. On the Warrant Trigger Mandatory Redemption Date, the Corporation shall redeem, senior to any Junior Securities, the Series A Preferred Shares to be redeemed to the extent of the funds of the Corporation legally available under the BCA therefor with respect to such Warrant Trigger Event. Each Series A Preferred Share to be redeemed pursuant to this Section 8 shall be redeemed pursuant to this Section 8 for an amount in cash equal its respective Original Issue Price, plus any accrued but unpaid dividends (the “Warrant Trigger Mandatory Redemption Price”) in accordance with the following sentence, provided that if the Corporation and the holder of the Series A Preferred Shares mutually agree in writing, the Corporation may, subject to Section 7(d), redeem all or part of the Series A Preferred Shares, as the parties mutually agree, for a number of its fully paid, non-assessable Common Shares determined by dividing the amount which would otherwise be paid in cash by the Fair Market Value of the Common Shares (as defined below) determined as of the third Business Day prior to the Warrant Trigger Mandatory Redemption Date. The cash proceeds to the Corporation from the Warrant Trigger Event shall be used to redeem Series A Preferred Shares in proportion to the amounts that would be payable to such holders if such proceeds were sufficient to permit redemption in full; provided that the number of Series A Preferred Shares redeemed on a Warrant Trigger Mandatory Redemption Date pursuant to this Section 8 with respect to each holder of Series A Preferred Shares shall be the product of (x) the percentage of the total number of issued and outstanding Series A Preferred Shares held by such holder and (y) the total number of Series A Preferred Shares capable of redemption on such Warrant Trigger Mandatory

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Redemption Date based on the proceeds received by the Corporation from the Warrant Trigger Event, which product shall be rounded down to the nearest whole Series A Preferred Share; and further provided that any proceeds to the Corporation from the relevant Warrant Trigger Event not distributed on such Warrant Trigger Mandatory Redemption Date shall be held by the Corporation in escrow and shall be used solely as available funds for the redemption of the Series A Preferred Shares on the next succeeding Warrant Trigger Mandatory Redemption Date, or, if applicable, other date of redemption for such shares.

(b) Redemption Procedure.

(1) Upon the occurrence of a Warrant Trigger Event, the Corporation shall provide written notice to the holders, which notice shall be given in accordance with Section 12. Such notice shall state the number of shares to be redeemed and the Warrant Trigger Mandatory Redemption Date, which date shall be within 20 calendar days of the date of such notice. Payment for such redeemed shares shall be made by the Corporation within two Business Days following the Warrant Trigger Mandatory Redemption Date.

(2) From and after the close of business on the Warrant Trigger Mandatory Redemption Date, and provided that the Warrant Trigger Mandatory Redemption Price for the Series A Preferred Shares has been received by the relevant holder, each Series A Preferred Share redeemed in accordance with this Section 8 shall no longer be deemed outstanding and all rights with respect to any such share shall forthwith cease following such redemption, except only the right of the holder thereof to receive, upon presentation in accordance with the requirements of this Section 8 below of the certificate or certificates, or Lost Stock Agreement, representing shares redeemed pursuant to this Section 8, the applicable Warrant Trigger Mandatory Redemption Price for such share, without interest thereon. Notwithstanding anything to the contrary herein, the Corporation shall not be required to make any payment in respect of Series A Preferred Shares redeemed pursuant to this Section 8 until actual delivery to the Corporation or its agents of the certificates representing the shares redeemed hereby, or a Lost Stock Agreement, such delivery to be conducted in accordance with the requirements of paragraph (c) of this Section 8.

(3) All Series A Preferred Shares redeemed pursuant to this Section 8 shall be cancelled.

(c) The Corporation shall not be obligated to pay the Warrant Trigger Mandatory Redemption Price unless the certificates evidencing the Series A Preferred Shares to be redeemed are either delivered to the Corporation or its transfer agent as provided below, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation and its representatives and agents from any loss incurred by such persons or entities in connection with such certificates (a “Lost Stock Agreement”). On the Warrant Trigger Mandatory Redemption Date, each holder of Series A Preferred Shares to be redeemed shall surrender the certificates representing the amount of such holder’s Series A Preferred Shares to be redeemed, or deliver a Lost Stock Agreement, at the principal offices of the Corporation or any transfer agent for the Series A Preferred Shares in accordance herewith. If fewer than all of the Series A Preferred Shares evidenced by a certificate are being redeemed pursuant to this Section, a new certificate for the number of Series A Preferred Shares represented by such original certificate but not so redeemed shall be executed by the Corporation and delivered to the holder at the address specified on the books of the Corporation or as otherwise specified by such holder. Thereupon, there shall be delivered to the relevant holder promptly at a bank account previously designated in writing by the holder, and in the holder’s name as shown on such surrendered certificate or certificates or the Lost Stock Agreement, an amount of cash representing the Warrant Trigger Mandatory Redemption Price for which the Series A Preferred Shares surrendered were redeemed.

Section 9.  Optional Redemption Right by the Corporation.  

(a) The Corporation shall, at any time (and from time to time), be entitled at its option to redeem, out of funds legally available under the BCA therefor, all or any portion of the Series A Preferred Shares in accordance with this paragraph. On the date of redemption (each, an “Optional Redemption Date”), each holder of Series A Preferred Shares to be redeemed shall surrender certificates representing such holder’s ownership of Series A Preferred Shares, or deliver a Lost Stock Agreement, to be redeemed to the Corporation as provided in this Section 9. On the Optional Redemption Date, the Corporation shall redeem the Series A Preferred Shares to be redeemed to the extent of the funds of the Corporation legally available under the BCA therefor. Each Series A Preferred Share shall be

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redeemed pursuant to this paragraph for an amount in cash equal its respective Original Issue Price, plus any accrued but unpaid dividends (the “Optional Redemption Price”).

(b) Redemption Procedure.

(1) The Corporation may, but shall not be obligated to, elect to redeem all or any portion of the Series A Preferred Shares by providing written notice to the holders, which notice shall be given in accordance with Section 12. Such notice shall state the number of shares to be redeemed and the Optional Redemption Date, which date shall be within 20 calendar days of the date of such notice. The Corporation shall be entitled to utilize any method reasonably chosen by the Board of Directors thereof in order to determine which Series A Preferred Shares to redeem. Payment for such redeemed shares shall be made by the Corporation within two Business Days following the Optional Redemption Date.

(2) From and after the close of business on the Optional Redemption Date, and provided that the Optional Redemption Price for such Series A Preferred Shares has been received by the relevant holder, the Series A Preferred Shares redeemed in accordance with this Section 9 shall no longer be deemed outstanding and all rights with respect to any such share shall forthwith cease following such redemption, except only the right of the holder thereof to receive, upon presentation in accordance with the requirements of this Section 9 below of the certificate or certificates, or delivery of a Lost Stock Agreement, representing shares redeemed pursuant to this Section 9, the applicable Optional Redemption Price for such share, without interest thereon. Notwithstanding anything to the contrary herein, the Corporation shall not be required to make any payment in respect of Series A Preferred Shares redeemed pursuant to this Section 8 until actual delivery to the Corporation or its agents of the certificates representing the shares redeemed hereby, such delivery to be conducted in accordance with the requirements of paragraph (c) of this Section 8.

(3) All Series A Preferred Shares redeemed pursuant to this paragraph (b)(3) shall be cancelled.

(c) Presentation.  The Corporation shall not be obligated to pay the Optional Redemption Price unless the certificates evidencing the Series A Preferred Shares to be redeemed are either delivered to the Corporation or its transfer agent as provided below, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes a Lost Stock Agreement. On the Optional Redemption Date, each holder of Series A Preferred Shares to be redeemed shall surrender the certificates representing all of such holder’s Series A Preferred Shares at the principal offices of the Corporation or any transfer agent for the Series A Preferred Shares in accordance herewith. Thereupon, there shall be delivered to the relevant holder promptly at a bank account previously designated in writing by the holder, and in the holder’s name as shown on such surrendered certificate or certificates, or the Lost Stock Agreement, an amount of cash representing the Optional Redemption Price for which the Series A Preferred Shares surrendered were redeemed.

Section 10.  Mandatory Redemption by the Corporation Upon a Change of Control.  

(a) Upon the occurrence of a Change in Control, the Corporation shall redeem all of the Series A Preferred Shares in accordance with this Section 10. On the date of redemption (each, a “COC Redemption Date”), each holder of Series A Preferred Shares to be redeemed shall surrender certificates representing such holder’s ownership of Series A Preferred Shares to be redeemed to the Corporation as provided in this Section 10. On the COC Redemption Date, the Corporation shall redeem the Series A Preferred Shares. Each Series A Preferred Share shall be redeemed pursuant to this paragraph for an amount in cash equal its respective Original Issue Price, plus any accrued but unpaid dividends (the “COC Redemption Price”).

(b) Redemption Procedure.

(1) The Corporation shall redeem all or any portion of the Series A Preferred Shares by providing written notice to the holders, which notice shall be mailed in accordance with Section 12. Such notice shall state the number of shares to be redeemed and the COC Redemption Date, which date shall be within 20 calendar days of the date of such notice. The Corporation shall be entitled to utilize any method chosen by the Board of Directors thereof in order to determine which Series A Preferred Shares to redeem. Payment for such redeemed shares shall be made by the Corporation within two Business Days following the COC Redemption Date.

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(2) From and after the close of business on the COC Redemption Date, and provided that the COC Redemption Price for such Series A Preferred Shares has been received by the relevant holder, each Series A Preferred Share redeemed in accordance with this Section 10 shall no longer be deemed outstanding and all rights with respect to any such share shall forthwith cease following such redemption, except only the right of the holder thereof to receive, upon presentation in accordance with the requirements of this Section 10 below of the certificate or certificates, or delivery of a Lost Stock Agreement, representing shares redeemed pursuant to this Section 10, the applicable COC Redemption Price for such share, without interest thereon. Notwithstanding anything to the contrary herein, the Corporation shall not be required to make any payment in respect of Series A Preferred Shares redeemed pursuant to this Section 10 until actual delivery to the Corporation or its agents of the certificates, or a Lost Stock Agreement, representing the shares redeemed hereby, such delivery to be conducted in accordance with the requirements of paragraph (c) of this Section 10.

(3) All Series A Preferred Shares redeemed pursuant to this paragraph (b)(3) shall be cancelled.

(c) The Corporation shall not be obligated to pay the COC Redemption Price unless the certificates, or the Lost Stock Agreement, evidencing the Series A Preferred Shares to be redeemed are either delivered to the Corporation or its transfer agent as provided below. On the COC Redemption Date, each holder of Series A Preferred Shares to be redeemed shall surrender the certificates, or a Lost Stock Agreement, representing all of such holder’s Series A Preferred Shares at the principal offices of the Corporation or any transfer agent for the Series A Preferred Shares in accordance herewith. Thereupon, there shall be delivered to the relevant holder promptly at a bank account previously designated in writing by the holder, and in the holder’s name as shown on such surrendered certificate or certificates or the Lost Stock Agreement, an amount of cash representing the COC Redemption Price for which the Series A Preferred Shares surrendered were redeemed.

Section 11.  Miscellaneous.  

(a) Certain Remedies.  Any registered holder of Series A Preferred Shares shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Certificate of Designation and to enforce specifically the terms and provisions of this Certificate of Designation in any court, tribunal or governmental agency having jurisdiction, this being in addition to any other remedy to which such holder may be entitled at law or in equity. Notwithstanding the foregoing, the observance of any term of the Certificate of Incorporation and/or this Certificate of Designations which benefits only the holders of the Series A Preferred Shares may be waived by holders of at least a majority of all issued and outstanding Series A Preferred Shares (either generally or in a particular instance and either retroactively or prospectively).

(b) Books and Accounts.  The Corporation will keep a proper record and account of any funds held in escrow pursuant to this Certificate of Designation, separate from all other records and accounts of the Corporation, in which complete and correct entries shall be made of all transactions relating to such funds. Such record and account of the funds held in escrow shall be subject to the inspection of the holders of Series A Preferred Shares upon written request. The Corporation hereby undertakes to provide a record and account of the funds held in escrow to the holders of Series A Preferred Shares at least once per month.

Section 12.  Notices.

Any notice or other communication required or permitted to be given under this certificate shall be in writing and shall be mailed by certified mail, return receipt requested or by Federal Express, Express Mail or similar overnight delivery or courier service or delivered in-person against receipt to the party to whom it is to be given, in the case of the holders of the Series A Preferred Shares, at the address of each such holder set forth in the stock transfer ledger of the Corporation, or, in the case of the Corporation, at the principal offices of the Corporation. Any notice permitted by this Section 12 shall be deemed given at the time of receipt thereof.

Section 13.  Definitions.

For the purposes of this Certificate of Designation of Series A Preferred Shares, the following terms shall have the meanings indicated:

“Business Day” shall mean any day that is a London Banking Day and on which the banks in Greece are not closed and is not a Saturday or Sunday and is not a United States federal holiday, a Greek national holiday, or a day

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on which banking institutions generally are authorized or obligated by law or regulation to close in New York, London or Greece.

“Certain Mandatory Redemption Event” and “Certain Mandatory Redemption Date” shall have their respective meanings from Section 8.

“Change of Control” means the occurrence of any of the following:

(A) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Corporation’s assets, properties or business;

(B) the adoption by the Board of Directors of a plan of Liquidation of the Corporation;

(C) the consummation of any transaction, or a series of related transactions (including, without limitation, any merger or consolidation) the result of which is that any “person” (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) other than Excel Maritime Carriers, Ltd. (“Excel”) becomes the beneficial owner, directly or indirectly, of more than 3,684,375 (as adjusted for stock splits, stock dividends or similar events) of the Corporation’s shares of any class or series entitled to vote generally in the election of directors, measured by voting power rather than number of shares, and such number of shares held exceeds the voting power of Excel;

(D) if, at any time, the Corporation becomes insolvent, admits in writing its inability to pay its debts as they become due, commits an act of bankruptcy, is adjudged or declared bankrupt or makes an assignment for the benefit of creditors, a proposal or similar action under the bankruptcy, insolvency or other similar laws of the Marshall Islands or any applicable jurisdiction or commences or consents to proceedings relating to it under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction;

(E) a change in directors after which a majority of the members of the Board of Directors are not, as of any date of determination, (1) the members of the Board of Directors immediately after the completion of the Corporation’s initial business combination (the “Business Combination”); or (2) members who have been nominated for election or elected to the Board of Directors with the approval of a majority of the directors then in office who were either directors immediately after the completion of the Business Combination or whose nomination or election was previously so approved;

(F) the consolidation of the Corporation with, or the merger or consolidation of the Corporation with or into, any “person,” or the consolidation of any “person” with, or the merger or consolidation of any “person” with or into, the Corporation, in any such event pursuant to a transaction in which any of the outstanding Common Shares are converted into or exchanged for cash, securities or other property or receive a payment of cash, securities or other property, other than any such transaction where the Corporation’s voting stock outstanding immediately prior to such transaction is converted into or exchanged for voting stock of the surviving or transferee “person” constituting at least a majority of the outstanding shares of such voting stock of such surviving or transferee “person” immediately after giving effect to such issuance.

“Common Shares” shall mean the common shares of the Corporation, par value $0.0001 per share.

“Fair Market Value” shall mean

(i) if the Common Shares of the Corporation are then traded on a national securities exchange, then the fair market value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the thirty (30) day calendar period ending on the third Business Day prior to the Mandatory Redemption Date; and

(ii) if (i) above does not apply but the Common Shares of the Corporation are actively traded over-the-counter, then the fair market value shall be deemed to be the average of the closing bid prices over the thirty (30) calendar day period ending on the third Business Day prior to the Mandatory Redemption Date; and

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(iii) if there is no active public market for the Common Shares of the Corporation as described in clauses (i) or (ii) above, then the fair market value shall be the fair market value thereof, as determined in good faith by the Board.

“LIBOR Determination Date” means the first London Banking Day of the relevant interest period.

“Liquidation” shall mean the voluntary or involuntary liquidation of the Corporation under applicable bankruptcy or reorganization legislation, the dissolution or winding up of the Corporation.

“London Banking Day” means any day on which commercial banks are open for general business (including dealings in deposits in U.S. dollars) in London.

“Original Issue Date” shall mean September [  ], 2008.

“Mandatory Redemption Event” shall mean the occurrence of the date that is the third anniversary of the Original Issue Date.

“Person” shall mean any individual, corporation, partnership, unincorporated association or other entity.

“Three Month LIBOR” shall mean the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three-month period commencing on the first day of the relevant interest period that appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on the LIBOR Determination Date for that interest period. If such rate does not appear on Reuters Page LIBOR01, Three-Month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a three-month period commencing on the first day of that interest period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Corporation, at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that interest period. The Corporation will request the principal London office of each of these banks to provide a quotation of such bank’s rate. If at least two such quotations are provided, Three-Month LIBOR with respect to that interest period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-Month LIBOR with respect to that interest period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Corporation, at approximately 11:00 a.m., New York City time, on the first day of that interest period for loans in U.S. dollars to leading European banks for a three-month period commencing on the first day of that interest period and in a principal amount of not less than $1,000,000. However, if fewer than three banks selected by the Corporation to provide quotations are quoting as described above, Three Month LIBOR for that interest period will be the same as Three-Month LIBOR as determined for the previous interest period. The establishment of Three Month LIBOR for each interest period by the Corporation will (in the absence of manifest error) be final and binding.

“Warrant Trigger Event” shall mean the last Business Day of any month in which, since the Corporation’s last redemption under Section 8 hereof, the Corporation has received at least $15,000,000 in cash proceeds (which shall otherwise be kept by the Corporation in escrow) from the exercising of any warrants issued at any time existing now or hereinafter issued by the Corporation.

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IN WITNESS WHEREOF, Oceanaut, Inc. has caused this Certificate to be duly executed by the undersigned in its corporate name on this 5th day of September, 2008.

OCEANAUT, INC.

By:  /s/ Gabriel Panayotides

Name:     Gabriel Panayotides

Title:  Chief Executive Officer

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EX-10.9

COMMERCIAL MANAGEMENT AGREEMENT

THIS AGREEMENT is made on this 5^th day of September 2008.

BETWEEN:

(1) OCEANAUT INC. (the “Company”) a company incorporated in Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Island, P.O.Box 1405, Majuro, Marshall Islands, MH 96960 , for its own behalf and as agent for and on behalf of the Shipowning Subsidiaries;

(2) Excel Maritime Carriers Ltd. (the “Commercial Manager”) a company incorporated in Liberia whose registered address is at 80 Broad Street Monrovia, Liberia;

WHEREAS

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.

NOW THEREFORE IT IS HEREBY AGREED:

1.   Appointment and Services

1.1 In consideration of the payment of the fees hereinafter described, the Company as principal and as agent for and on behalf of the Shipowning Subsidiaries hereby appoints the Commercial Manager exclusively to provide commercial management services (the “Services”) to the Group, which shall include the following functions:

(a) providing chartering services in accordance with the Company’s instructions which include, but are not limited to, seeking and negotiating employment for the Vessels and subject to the Company’s approval the conclusion (including the execution thereof) of charter parties or other contracts relating to the employment of the Vessels, provided that the Commercial Manager is authorised to conclude employment for the Vessels of up to five (5) months duration on commercially reasonable terms.

1.2 Subject to the terms and conditions herein provided, during the period of this Agreement, the Commercial Manager shall carry out the Services as agents for and on behalf of the Company and the Shipowning Subsidiaries. The Commercial Manager shall have authority to take such actions as it may from time to time in its absolute discretion consider to be necessary to enable it to perform the Services.

1.3 The Commercial Manager in the performance of the Services shall be entitled to have regard to its overall responsibilities in relation to all vessels as may from time to time be entrusted to its management and in particular, but without prejudice to the generality of the foregoing, the Commercial Manager shall be entitled to allocate available resources and services in such manner as in the prevailing circumstances the Commercial Manager in its absolute discretion consider to be fair and reasonable.

1.4 The Company shall procure forthwith that each Shipowning Subsidiary (including such entities as may become subsidiaries of the Company from time to time) shall evidence its agreement to be bound by the terms and conditions of this Agreement by executing a deed of accession to this Agreement in the form of Schedule 1.

2.   Duration

Subject to the Shareholder Approval being obtained by the Company, this Agreement shall be effective as of the signing of this Agreement and shall continue for an initial period of three (3) years and shall be automatically extended for successive one year periods, unless three (3) months written notice by either party is given prior to the commencement of the next period.

3.   Fees

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3.1 For services performed hereunder by the Commercial Manager, the Company shall pay, or procure that the relevant Shipowning Subsidiary pays, to the Commercial Manager a commission fee of one and a quarter percent (1.25%) calculated on the collected gross hire/ freight/ demurrage payable when the relevant hire/ freight/ demurrage are collected.

3.2 The management fee under Clause 3.1 shall be paid to the Commercial Manager within three (3) business days upon collection by the Company and/or its Technical Manager.

3.3 Payment shall be made to the Commercial Manager’s bank account as follows:

Name of Account:  [          ]

Name of Bank:     [          ]

Bank Sort Code:    [          ]

SWIFT Account:    [          ]

or to such other account as the Commercial Manager may nominate by notice in writing to the Company from time to time.

3.4 The Company shall provide the Commercial Manager, if so requested, with reasonable access to all documents relating to the calculation and collection of the earnings of the Vessels.

4.   Insurances

4.1 The Company shall procure that, throughout the period of this Agreement,

(a) at no expense to the Commercial Manager, the Vessels are insured for not less than their sound market value or entered for their full gross tonnage, as the case may be for:

(i) usual hull and machinery marine risks (including crew negligence) and excess liabilities;

(ii) protection and indemnity risks (including pollution risks and crew insurances); and

(iii) war risks (including protection and indemnity and crew risks),

in accordance with the best practice of prudent owners of ships of a similar type to the Vessels, with first class insurance companies, underwriters or associations (the “Shipowning Subsidiaries’ Insurances”);

(b) all premiums and calls on the Shipowning Subsidiaries’ Insurances are paid promptly by their due date;

(c) the Shipowning Subsidiaries’ Insurances name the Commercial Manager and, subject to underwriters’ agreement, any third party designated by the Commercial Manager as a joint assured, with full cover, with the Company procuring on behalf of the relevant Shipowning Subsidiary cover in respect of each of the insurances specified in sub-clause 6.1, if reasonably obtainable, on terms such that neither the Commercial Manager nor any such third party shall be under any liability in respect of premiums or calls arising in connection with the Shipowning Subsidiaries’ Insurances;

(d) written evidence is provided, to the reasonable satisfaction of the Commercial Manager, of compliance with the obligations under Clause 4 within a reasonable time from the commencement of this Agreement, and of each renewal date and, if specifically requested, of each payment date of the Shipowning Subsidiaries’ Insurances.

5.   Expenses Paid on Behalf of the Company and/or any Shipowning Subsidiary

5.1 Any expenses incurred by the Commercial Manager under the terms of this Agreement on behalf of a member of the Group shall be paid to the Commercial Manager by the Company against supporting vouchers.

5.2 Notwithstanding anything contained herein to the contrary, the Commercial Manager shall in no circumstances be required to use or commit its own funds to finance the provision of the Services.

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6.   Commercial Manager’s Right to Sub-Contract

6.1 The Commercial Manager shall not have the right to sub-contract any part of its obligations hereunder, provided that, in the event of such a sub-contract the Manager shall remain fully liable for the due performance of their obligations under this Agreement.

7.   Responsibilities

7.1 “Force Majeure Event” — Neither any member of the Group nor the Manager shall be under any liability for any failure to perform any of their obligations hereunder by reason of any cause whatsoever of any nature or kind beyond their reasonable control. Force majeure will only relieve a party from any obligation to the extent that the event actually prevents performance of the obligation and has not been caused by that party’s default. The party claiming force majeure must notify the other party of the commencement and the end of the force majeure events, and take all reasonable steps to mitigate the effects thereof.

7.2 The Commercial Manager, without prejudice to Clause 7.1, shall be under no liability whatsoever to any member of the Group for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit arising out of or in connection with detention of or delay to a Vessel) and howsoever arising in the course of performance of the Services UNLESS the same is proven to have resulted solely from the gross negligence or wilful default of the Commercial Manager or its employees, or agents or sub-contractors employed by it, in which case the Commercial Manager’s liability for all incidents or series of incidents arising in any calendar year shall never exceed a total of ten (10) times the actual annual management fee paid in that year hereunder.

7.3 (Indemnity)  Except to the extent and solely for the amount therein set out that the Manager would be liable under Clause 7.2, the members of the Group hereby undertake to keep the Commercial Manager and its employees, agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them or any of them arising out of or in connection with the performance of the Agreement, and against and in respect of all costs, losses, damages and expenses (including legal costs and expenses on a full indemnity basis) which the Commercial Manager may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement, except where such costs, losses, damages and expenses have been occasioned by the Commercial Manager’s own gross negligence or wilful default.

7.4 (“Himalaya Clause”)  It is hereby expressly agreed that no employee or agent of the Commercial Manager (including every sub- contractor from time to time employed by the Commercial Manager) shall in any circumstances whatsoever be under any liability whatsoever to any member of the Group for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this Clause 7, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to the Commercial Manager or to which the Commercial Manager is entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Commercial Manager acting as aforesaid and each such employee and agent shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce and to enjoy the benefit of this Clause 7.

8.   Duration of the Agreement and Termination

8.1 This Agreement shall come into effect on the day and year referred in Clause 2 and shall continue until it is terminated:

(a) by the either party in accordance with Clause 2;

(b) by the Commercial Manager forthwith on the giving of written notice to the Company if:

(i) any moneys payable by any member of the Group under this Agreement shall not have been received in the Commercial Manager’s nominated account within ten (10) calendar days of receipt by the Company of the Commercial Manager’s written request; or

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(ii) any Vessel is repossessed by a secured creditor.

(c) by either the Company or the Commercial Manager at any time on the giving of notice if the other is in breach of any material term of this Agreement and that breach is not remedied, within 10 Business Days of the terminating party giving notice to the party in breach, to the satisfaction of the terminating party (acting reasonably).

8.2 This Agreement shall be deemed to be terminated

(a) in relation to a Vessel (and the Shipowning Subsidiary which is the owner of that Vessel) in the case of the sale of that Vessel or if that Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned. The Vessel shall not be deemed to be lost unless either she has become an actual total loss or agreement has been reached with her underwriters in respect of her constructive, compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred;

(b) in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of either party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.

9.   Limitation of Liability

9.1 The Commercial Manager shall not be liable for any indirect or consequential losses for any reason whatsoever.

10.   Payment Netting and Set Off

All amounts due under this Agreement shall be paid in full without any deduction or withholding other than as required by law. All amounts referred to in this Agreement are expressed exclusive of any value added tax in any applicable jurisdiction. No member of the Group shall be entitled to assert any credit, set-off or counterclaim against the Commercial Manager in order to justify withholding payment of any such amount in whole or in part.

11.   Notices

All notices, requests, consents and other communications under this Agreement shall be in writing and shall be deemed delivered (a) upon delivery when delivered personally, (b) upon receipt if by facsimile transmission (with confirmation of receipt thereof), or (c) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below:

If to Oceanaut Inc.:

Oceanaut Inc
17^th Km National Road Athens — Lamia & Finikos street
145 64 Nea Kifisia
Athens, Greece
Facsimile: +30 210 62 09 528
Attention: Chief Executive Officer

If to Excel Maritime Carriers Ltd.:

Par La Ville Place
14 Par La Ville Road
HM 2257 Hamilton
Bermuda
Attention: Deborah Paterson

Any party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this clause.

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12.   Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996, or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The Arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators. Each party to appoint one arbitrator and the two so appointed to appoint the third who shall act as chairman of the Tribunal. On the receipt by one party of the nomination in writing of the other party’s arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the single arbitrator shall act as sole arbitrator and any decision of the sole arbitrator shall be binding in both parties. The two arbitrators so appointed shall appoint the third arbitrator within fourteen days.

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IN WITNESS WHEREOF, the parties hereinabove have caused this Agreement to be signed in duplicate by their respective and duly authorized representatives as of the date first written hereinabove.

OCEANAUT INC.

By:  /s/ Gabriel Panayotides

Name:     Gabriel Panayotides

Title:  President, Chief Executive Officer and Director

By:  /s/ Stamatis Molaris

Name:     Stamatis Molaris

Title:  President, Chief Executive Officer and Director

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Schedule 1

Deed of Accession

[          ] 200[  ]

From:  [          ]

To:     [          ]

Dear Sirs,

Re:   Commercial Management Agreement of even [          ] and made between ] (1) Oceanaut Inc. (the “Company”) and (2)[          ] (the “Manager”)

We refer to the Commercial Management Agreement (the “Agreement”). We are a Shipowning Subsidiary as defined in the Agreement and are to become owners of the vessel “[          ]” (the “Vessel”).

We hereby confirm that:

(a) the Company has entered into the Agreement as our agent, for and on our behalf; and

(b) we are bound to observe the terms and conditions of the Agreement as if we were a named signatory therein.

We confirm that we are the Company’s principal in respect of the Agreement as it relates to the Vessel and ourselves. We hereby confirm that the Company has full authority on our behalf (i) to execute the Agreement and any agreement or addendum supplemental thereto, (ii) to give to the Manager any instructions required of us under the Agreement, (iii) to exercise any of our rights under the Agreement and (iv) to act in accordance with the terms contained in the Agreement, both on our behalf and on all matters relating to us, which are the subject of the Agreement and as they relate to the Vessel. We hereby confirm that we will be bound by any actions taken by the Company under the Agreement on our behalf and we hereby confirm and ratify any such actions taken by the Company.

The terms and provisions of this letter shall be governed by and construed in accordance with English law, and this letter is being executed as a deed on the date first above written.

Yours faithfully,
          

For and on behalf of

[          ]

In the presence of:
          

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EX-10.10

TECHNICAL MANAGEMENT AGREEMENT

THIS AGREEMENT is made as of this 5th day of September, 2008

BETWEEN:

(1) Oceanaut Inc., a company duly incorporated in the Republic of the Marshall Islands having its registered office at Trust Company Complex , Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands, MH 96960 (hereinafter called the “Company”);

and

(2) Maryville Maritime Inc., a company duly incorporated in Liberia having its registered address at 80, Broad Street, Monrovia, Liberia, with a branch in Greece pursuant to Law 89/1967 as replaced and currently in force, at 17th km National Road Athens-Lamia & Finikos Str., 14564, Nea Kifisia, Athens (hereinafter called “the Manager”)

WHEREAS

The Company wishes to appoint the Manager to manage the business of the Company and its various Subsidiaries from time to time (as defined below) and their respective operations and the Manager is willing to accept such appointment on the terms and conditions herein set forth.

Each of the contracting parties represents and warrants that it has been incorporated and duly organised and validly existing and in good standing under the laws of its respective country of incorporation and that the legal representative signing for the respective party has been duly authorised by the proper corporate body for the execution of this Agreement.

AND IT IS HEREBY AGREED as follows:

1.   (Definitions)

In this agreement the following terms shall have the following meanings:

“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; and

“Vessel” means any vessel owned from time to time by any Subsidiary.

“Commercial Manager” means “Excel Maritime Carriers Ltd.” and its successors and lawful assigns.

2.   (Appointment — Acceptance)

The Company hereby appoints and undertakes to ensure that the Subsidiaries will appoint and/or renew the appointment of the Manager as manager of the Vessels and the Manager hereby accepts such appointment and agrees to act as the manager of the Vessels pursuant to the terms of this Agreement and shall provide the services described in Clause 3 of this Agreement (the “Management Services”) in accordance with sound ship management practices and any specific terms and conditions set out in the specific management agreements to be made between each Subsidiary and the Manager (the “Management Agreements”), the terms of each of which will be substantially in the form of the management agreement attached hereto as Annex A. The Management Agreements with the subsidiaries will be executed immediately after the Shareholder Approval.

In case that the Company becomes the parent company of other Subsidiaries, whether such Subsidiaries have Vessels in operation or under construction, the Company shall appoint the Manager and it shall procure and ensure that these Subsidiaries will appoint the Manager, as manager of such new Vessels and Subsidiaries under the same terms set forth herein and pursuant to the Management Agreement to be entered into by each such other Subsidiary.

The Manager may, subject to the Company’s loan covenants being met, appoint any person or corporate entity (the “Sub-Manager”), at any time throughout the duration of this Agreement, to discharge any of the Manager’s duties and in particular to perform as agents and/or sub-contractors such parts of the Management Services, and in relation to such of the Vessels, as the Manager may deem convenient or appropriate. While the Manager may from time to time engage one or more Sub-Managers to assume some or all of the rights and perform some or all of the

1

duties assigned to the Manager hereunder, such engagement shall not relieve the Manager of any responsibility or liability which it would otherwise have under this Agreement.

3.   (Management Services)

3.1 (General obligations of the Manager)

The Manager shall, on behalf of the Company and the Subsidiaries, attend to the day-to-day technical management of the Vessels in accordance with sound technical shipping industry standards. In the exercise of its duties hereunder the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it by the Company and serve the Company faithfully and diligently in the performance of this Agreement, according to sound technical shipping industry standards. In the performance of this Agreement, the Manager shall protect the interests of the Company and the Subsidiaries in all matters directly or indirectly relating to the Vessels.

The Manager shall ensure that the Manager employs adequate manpower to perform its obligations under this Agreement. Insofar as practicable, it shall use its best efforts to ensure fair distribution of available manpower, supplies and services as between the Vessels and any/all other vessels under its management. Subject to any limitation which may be provided elsewhere in this Agreement, the Manager shall enter into, make and perform all acts, contracts, agreements and other undertakings as may be, in the opinion of the Manager, necessary or advisable or incidental to the carrying out of the objectives of this Agreement.

3.3 (Services to be performed in respect of the Vessels)

The Manager shall provide or contract for and/or carry out as agent on behalf of the Company and the Subsidiaries all general administrative and support services necessary for the operation and employment of each Vessel including but not limited to crewing and other technical management, insurance, freight management, accounting related to the vessels’ provisions, bunkering, operation and, subject to the Company’s instructions, sale and purchase of the Vessels . The Manager shall arrange so that an accounting system be established so as to meet the requirements of the Company and the Subsidiaries and provide regular accounting services. The Manager shall present on an annual basis for approval by the Company and the Subsidiaries, as the case may be, a budget for the following twelve (12) months and quarterly budget comparisons thereafter and shall arrange for the supply of provisions, bunker fuel and lubricants and generally will provide all such management services which will be included in the Management Agreements, always subject to the Company’s loan covenants being met.

The Company and the Subsidiaries as the case may be shall indicate to the Manager their acceptance and approval of the annual budget within one month of presentation and in the absence of any such indication the Manager shall be entitled to assume that the Company and the Subsidiaries have accepted the said budget.

It is specifically agreed that the Manager will arrange and supervise, in accordance with the Subsidiaries’ instructions, the sale or purchase of the Vessels, and shall provide the commercial operation of the Vessels, other than the functions performed by the Commercial Manager, as required by the Subsidiaries, including but not limited to arranging for the proper payment to Subsidiaries of the hire and/or other moneys to which Subsidiaries may be entitled out of the employment of the Vessels.

The Manager in the context of the management services in relation to the Vessels will act vis-à-vis third parties as agent acting in the name and on behalf of the Subsidiaries. The Manager shall have the power to carry out such services incidental to the management services as the Manager, at its sole discretion, shall consider necessary to enable the Manager to perform the management services. The responsibility of the Manager vis-à-vis the respective Subsidiary is set out in the specific terms and conditions of the respective Management Agreement.

3.4 (Additional Services)

The Company may entrust to the Manager any other services against a fee to be mutually agreed.

4.   (Incorporation of terms)

The terms of the standard Management Agreement approved by BIMCO under code name SHIPMAN, which is attached hereto as Annex A are incorporated herein and are deemed to be an integral part of this Agreement in

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respect of all the functions provided therein, excluding Chartering services. In case of conflict between the terms of this Agreement and any printed terms of SHIPMAN (Annex A), the terms of this Agreement shall prevail. Any amendments to be made to this standard form in any individual Management Agreement signed by any Subsidiary shall be deemed to be incorporated in this Agreement in respect of such Subsidiary and its Vessel.

5.   (Obligations of the contracting parties)

The Manager undertakes to comply with all the terms of the Management Agreement and to provide such Management Services and to manage the Vessels in compliance with the rules and regulations applicable to the Company and the Subsidiaries.

In compliance with the above, the Manager undertakes to keep books and information, to draw the financial statements required, make reports and provide the internal and independent auditors of the Subsidiaries and/or of the Company with such information and documents as may reasonably be required by them in relation to the Management Agreements and in particular with the accounting services referred to in Clauses 7 and 20 of the Management Agreements and services relating to the establishment of the budgets and the management of funds in accordance with Clause 16 of the Management Agreements, i.e. the income of the Vessels to be collected and the expenses to be paid on behalf of the Subsidiaries. Unless the parties agree otherwise, the Manager will take out insurance in respect of its liability towards the Company and its Subsidiaries at the cost of the Company and its Subsidiaries.

Notwithstanding anything in this Agreement or any Management Agreement to the contrary, and in the absence of the Manager’s gross negligence or wilful misconduct, the Company will remain liable vis-à-vis the AMEX, the US Securities & Exchange Commission and other regulatory bodies as well as vis-à-vis the shareholders and investors in respect of the compliance of its obligations in accordance with any applicable act and regulation, including but not limited to, any act relating to the listing of shares of companies on the AMEX and will notify the Manager of any announcement, publication or any other action required to be made or prepared by the Manager under law.

6.   (Term)

This Agreement shall become effective upon its signing by the parties and shall continue for an initial period of three (3) years commencing from such date and shall be automatically extended for successive one (1) year periods, unless written notice is given by the Company (acting for itself and its Subsidiaries) or the Manager at least three (3) months prior to the commencement of the next period.

7.   (Remuneration)

The Remuneration of the Manager for the management of the Vessels shall be US$18,000 (Eighteen Thousand United States Dollars) per vessel per month payable monthly in advance, which is to be increased annually by an amount equal to the percentage change in The Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average for All Items, published by the US Department of Labor from time to time.

The Company shall also pay to the Manager any and all expenses as provided in the Management Agreements.

8.   (Termination)

8.1 (Termination due to default)

(i). The Company shall be entitled to terminate this Agreement by notice in writing if the Manager is in breach of his obligation and the following notice by the Company does not remedy the breach within fourteen (14) days or such shorter period as the circumstances may require.

(ii). The Manager shall be entitled to terminate this Agreement with immediate effect by notice in writing, if any monies payable by the Company or any Subsidiary in respect of any Vessel, shall not have been received in the Manager’s nominated account, within fourteen (14) running days from the written request of payment given by the Manager.

8.2 (Extraordinary termination)

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This Agreement shall be deemed to be terminated in respect of any Vessel, and only for such Vessel, in the case of the sale of such Vessel, or if the Vessel becomes a total loss, or is declared as a constructive or compromised or arranged total loss, or is requisitioned for title.

The date upon which the said Vessel is to be treated as having been sold or otherwise disposed of shall be the date on which the respective Subsidiary ceases to be registered as owner of such Vessel, always subject to clause 15 of the printed terms of BIMCO SHIPMAN (Annex A)

The said Vessel shall not be deemed to be lost unless either it has become an actual total loss or agreement has been reached with its underwriters in respect of its constructive, compromised or arranged total loss or, if such agreement with its underwriters is not reached, it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred.

9.   (Effect of Termination)

9.1 Notwithstanding anything in the Management Agreements to the contrary, each Management Agreement shall terminate automatically upon the termination of this Agreement. Termination of this Agreement shall be without prejudice to the accrued rights and obligations of the parties hereunder or any Management Agreement at the date of the termination including; but not limited to, the obligation of the Company and any Subsidiary, as applicable, to pay and the Manager’s right to be paid and reimbursed for all costs, liabilities and expenses payable or reimbursable under this Agreement.

9.2 In the event of termination: (i) the Company and the Manager shall consult with each other for the purpose of ensuring an orderly and efficient transfer of the management of each Vessel at a convenient and mutually agreed port and, to that end, the Manager will endeavour to co-operate with any new manager of a Vessel appointed by the Company or any Subsidiary and (ii) the Manager shall terminate any agreement with a Sub-Manager. The Company and any Subsidiary, as applicable, shall be obligated to continue to pay to the Manager the monthly fixed fee specified in Clause 7 above and Clause 15 of BIMCO SHIPMAN and any addenda made or to be made thereto of the Management Agreements in respect of each Vessel accrued to the effective date of the transfer of management of such Vessel and shall, in addition, pay to the Manager a termination fee in an amount equal to three months of such monthly fixed fee, capped at a maximum of ten (10) vessels.

9.3 The Manager shall, within ninety (90) days after the effective date of transfer of the management of any Vessel (or as soon as practicable thereafter in the circumstances), shall prepare and submit to the Company and the applicable Subsidiary a final account giving details of the outstanding balance between the Manager, the Company and such Subsidiary with respect to such Vessel. Within thirty (30) days after the delivery of such account to the Company and such Subsidiary, the Company and such Subsidiary shall pay to the Manager any undisputed or adjudicated sums found to be due to the Manager, or the Manager shall pay to the Company any such Subsidiary any undisputed or adjudicated sums for the balance standing to the credit of such account.

10.   (Responsibilities)

10.1 (Force Majeure) Neither the Company nor the Manager shall be under any liability for any failure to perform any of their obligations hereunder by reason of any cause whatsoever of any nature or kind beyond their reasonable control.

10.2 (Liability to Company) Without prejudice to the above sub-clause 10.1, the Manager shall be under no liability whatsoever to the Company for any loss, damage, delay or expense of whatsoever nature whether direct or indirect, including but not limited to loss of profit arising out of or in connection with detention or delay of any Vessel and howsoever arising in the course of performance of the Management Services, unless same is proved to have resulted from the gross negligence or wilful default of the Manager, or their employees or agents in which case (save where loss, damage, delay or expense has resulted from the Manager’s act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Manager’s liability for each incident giving rise to a claim or claims shall never exceed (i) in respect of the Company, a total of ten times the annual fees payable to the Manager hereunder, and (ii) in respect of each Vessel and the respective Subsidiary, a total of ten times the annual management fee payable in respect of such Vessel.

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10.3 Indemnity. Except to the extent and solely for the amount therein set out that the Managers would be liable under sub-clause 10.2, the Company hereby undertakes to keep the Manager and its employees, agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever, which may be brought against them or incurred or suffered by them, arising out of or in connection with the performance of this Agreement or any Management Agreement, and against and in respect of all costs, loss, damages and expenses, including reasonable legal costs and expenses on a full indemnity basis, which the Manager may suffer or incur directly or indirectly in the course of the performance of this Agreement or any Management Agreement.

10.4 (Himalaya). It is hereby expressly agreed that no employee or agent of the Manager, including every sub-contractor from time to time employed by the Manager, shall in any circumstances whatsoever be under any liability whatsoever to the Company for any loss, damage, or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course or in connection with his employment and, unless due to the gross negligence or wilful misconduct, without prejudice to the generality of the foregoing, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to the Manager or to which the Manager is entitled hereunder, shall also be available and shall extend to protect every such employee or agent of the Manager acting as aforesaid and for the purpose of all the foregoing provisions of this Clause 10 the Manager is or shall be deemed to be acting as agent or trustee on behalf and for the benefit of all persons who are his servants of agents from time to time, including sub-contractors, and all such persons shall be or be deemed to be parties to this Agreement.

11.   (Assignability of Agreement)

This Agreement is not assignable by either the Company or the Manager without the prior written consent of the other.

12.   (Confidentiality)

Except as may be required by applicable law, any non-public or confidential information relating to the business or affairs of the Company and its Subsidiaries or the Company’s and its Subsidiaries’ principals obtained by the Manager in the performance of this Agreement or any Management Agreement shall be kept strictly confidential.

Except as may be required by applicable law or regulations, including without limitation, those applicable to companies with securities registered under the 1934 Act, this Agreement including all terms, details conditions and period is to be kept private and confidential and beyond the reach of any third party.

Except as may be required by applicable law or regulations, including without limitation, those applicable to companies with securities registered under the 1934 Act,, any non-public or confidential information relating to the business or affairs of the Manager and/or the Manager’s principals obtained by the Company and its Subsidiaries or the Company’s and its Subsidiaries’ principals in the performance of this Agreement shall be kept strictly confidential.

13.   (Notices)

All notices, requests, consents and other communications under this Agreement shall be in writing and shall be deemed delivered (i) upon delivery when delivered personally, (ii) upon receipt if by facsimile transmission (with confirmation of receipt thereof), or (iii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below:

If to Oceanaut Inc.:

Oceanaut Inc
17^th Km National Road Athens — Lamia & Finikos street
145 64 Nea Kifisia
Athens, Greece
Facsimile: +30 210 62 09 528
Attention: Chief Executive Officer

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If to Maryville Maritime Inc.:

Maryville Maritime Inc
17^th Km National Road Athens — Lamia & Finikos street
145 64 Nea Kifisia
Athens, Greece
Facsimile: +30 210 81 87 001
Attention: General Manager

Any party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this Section.

14.   (Governing Law and Arbitration)

This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996, or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The Arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators. Each party to appoint one arbitrator and the two so appointed to appoint the third who shall act as chairman of the Tribunal. On the receipt by one party of the nomination in writing of the other party’s arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the single arbitrator shall act as sole arbitrator and any decision of the sole arbitrator shall be binding in both parties. The two arbitrators so appointed shall appoint the third arbitrator within fourteen days.

15.   (Entire Agreement)

This Agreement and the Management Agreement contains the entire agreement of the Company and the Manager with respect to the subject matter hereof and supersedes all prior agreements and understandings, either verbal or written, between the parties with respect to such subject matter and no amendment of any provision hereof will be binding upon any party unless in writing and signed by the party agreeing to such amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed in duplicate by their respective and duly authorized representatives as of the day and year written hereinabove.

OCEANAUT INC.

By:  /s/ Gabriel Panayotides

Name:     Gabriel Panayotides

Title:  President, Chief Executive Officer and Director.

MARYVILLE MARITIME INC.

By:  /s/ Georgios Perivolaris

Name:     Georgios Perivolaris

Title:  Sole Director, President, Secretary and Treasurer.

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