Exhibit 10.10




 





 


 


REGISTRATION RIGHTS AGREEMENT


 


by and among


 


OMEGA NAVIGATION ENTERPRISES,
INC.


 


and


 


ONE HOLDINGS, INC.




 


 





 


Dated as of               ,
2006


 

















 


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


 


In
consideration of the mutual covenants and agreements herein contained and other
good and valid consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby agree as follows:


 


1.             Certain
Definitions.


 


In
addition to the terms defined elsewhere in this Agreement, the following terms
shall have the following meanings:


 


“Affiliate” of any Person means any other
Person which directly or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, such
Person.  The term “control”
(including the terms “controlling,” “controlled by” and “under
common control with”) as used with respect to any Person means the
possession, direct or indirect, of the power to direct or cause the direction
of the management and policies of such Person, whether through the ownership of
voting securities, by contract or otherwise.


 


“Agreement” means this Registration Rights
Agreement, including all amendments, modifications and supplements and any
exhibits or schedules to any of the foregoing, and shall refer to this
Registration Rights Agreement as the same may be in effect at the time such
reference becomes operative.


 


“Class A Common Shares” means Common
Shares of the Company designated as Class A Shares pursuant to the Company’s
Amended and Restated Articles of Incorporation. 


 


“Common Shares” means common shares, par value
$0.01 per share, of the Company and any other shares into which such shares are
converted pursuant to a recapitalization or reorganization.


 


“Company” has the meaning set forth in the
introductory paragraph.


 


“Demand Registration” has the meaning set forth
in Section 2(a) hereof.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


“Governmental Entity” means any national,
federal, state, municipal, local, territorial, foreign or other government or
any department, commission, board, bureau, agency, regulatory authority or
instrumentality thereof, or any court, judicial, administrative or arbitral
body or public or private tribunal.


 


“Holder” means any holder of record of
Registrable Common Shares and any transferees of at least 50% of such
Registrable Common Shares from such Holders. 
For purposes of this Agreement, the Company may deem and treat the
registered holder of Registrable Common Shares as the Holder and absolute owner
thereof, and the Company shall not be affected by any notice to the contrary.


 


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“Initiating Holders” has the meaning set forth
in Section 2(a) hereof.


 


“Person” means any individual, sole
proprietorship, partnership, limited liability company, joint venture, trust,
incorporated organization, association, corporation, institution, public
benefit corporation, Governmental Entity or any other entity.


 


“Piggyback Registration” has the meaning set
forth in Section 4(a) hereof.


 


“Prospectus” means the prospectus or
prospectuses included in any Registration Statement, as amended or supplemented
by any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Common Shares covered by such Registration Statement
and by all other amendments and supplements to the prospectus, including
post-effective amendments and all material incorporated by reference in such
prospectus or prospectuses.


 


“Qualifying IPO” means the sale in an
underwritten initial public offering registered under the Securities Act of
shares of common equity securities of the Company.


 


“Registrable Common Shares” means the Class A
Common Shares held by the Stockholder or affiliates of the Stockholder as of
the date of the Qualifying IPO; provided, however, that Registrable Common
Shares shall not include any securities sold by a Person to the public either
pursuant to a Registration Statement or Rule 144.  For purposes of this Agreement, in the event
that the Company ceases to have more than one series or class of Common Shares
designated, Registrable Common Shares shall include all of the Company’s Common
Shares.


 


“Registration Expenses” has the meaning set
forth in Section 7(a) hereof.


 


“Registration Statement” means any registration
statement of the Company which covers any of the Registrable Common Shares
pursuant to the provisions of this Agreement, including the Prospectus,
amendments and supplements to such Registration Statement, including
post-effective amendments, all exhibits and all materials incorporated by
reference in such Registration Statement.


 


“SEC” means the United States Securities and
Exchange Commission.


 


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


 


“Shelf Registration” has the meaning set forth
in Section 3(a) hereof.


 


“Stockholder” has the meaning set forth in the
introductory paragraph.


 


“Suspension Notice” has the meaning set forth
in Section 6(f) hereof.


 


“Underwritten registration” or “underwritten
offering” means a registration in which securities of the Company are sold
to underwriters for reoffering to the public.


 


“Withdrawn Demand Registration” has the meaning
set forth in Section 2(f) hereof.


 


2.             Demand
Registrations.


 


(a)           Right
to Request Registration.  At any time
commencing 180 days following the closing of a Qualifying IPO, any Holder or
Holders may request 


 


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registration under the Securities Act (“Initiating Holders”) of
all or part of the Registrable Common Shares (“Demand Registration”);
provided, that each Demand Registration be at least equal to 10% of the Company’s
outstanding common shares immediately following the closing of such Qualifying
IPO.


 


Within
10 days after receipt of any such request for Demand Registration, the Company
shall give written notice of such request to all other Holders of Registrable
Common Shares and shall, subject to the provisions of Section 2(d) hereof,
include in such registration all such Registrable Common Shares with respect to
which the Company has received written requests for inclusion therein within 15
days after the receipt of the Company’s notice.


 


(b)           Number
of Demand Registrations.  Subject to
the provisions of Section 2(a), the Initiating Holders of Registrable
Common Shares shall collectively be entitled to request an aggregate of three
Demand Registrations.  A registration
shall not count as one of the permitted Demand Registrations (i) until it
has become effective, (ii) if the Initiating Holders requesting such
registration are not able to have registered and sold at least 50% of the
Registrable Common Shares requested by such Initiating Holders to be included
in such registration or (iii) in the case of a Demand Registration that
would be the last permitted Demand Registration requested hereunder, if the
Initiating Holders requesting such registration are not able to have registered
and sold all of the Registrable Common Shares requested to be included by such
Initiating Holders in such registration.


 


(c)           Priority
on Demand Registrations.  Except as
provided in Section 2(g), the Company shall not include in any Demand
Registration any securities which are not Registrable Common Shares without the
written consent of the Holders of a majority of the Registrable Common Shares
to be included in such registration, or, if such Demand Registration is an
underwritten offering, without the written consent of the managing
underwriters.  If the managing
underwriters of the requested Demand Registration advise the Company in writing
that in their opinion the number of shares of Registrable Common Shares
proposed to be included in any such registration exceeds the number of
securities which can be sold in such offering without having an adverse affect
on such offering, including the price at which such Registrable Common Shares
can be sold, the Company shall include in such registration only the number of
shares of Registrable Common Shares which in the opinion of such managing
underwriters can be sold without having the adverse effect referred to above.  If the number of shares which can be sold
without having the adverse effect referred to above is less than the number of
shares of Registrable Common Shares proposed to be registered, the amount of
Registrable Common Shares to be so sold shall be allocated pro rata among the
Holders of Registrable Common Shares desiring to participate in such
registration on the basis of the amount of such Registrable Common Shares
initially proposed to be registered by such Holders. If the number of shares
which can be sold exceeds the number of shares of Registrable Common Shares
proposed to be sold, such excess shall be allocated pro rata among the other
holders of securities, if any, desiring to participate in such registration
based on the amount of such securities initially requested to be registered by
such holders or as such holders may otherwise agree.


 


(d)           Restrictions
on Demand Registrations.  The Company
shall not be obligated to effect any Demand Registration within three months
after the termination of 


 


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an offering under a previous Demand Registration or a previous
registration under which the Initiating Holder had piggyback rights pursuant to
Section 4 hereof where the Initiating Holder was permitted to register and
sell 50% of the Registrable Common Shares requested to be included
therein.  The Company may postpone for up
to 90 days the filing or the effectiveness of a Registration Statement for a
Demand Registration if, based on the good faith judgment of the Company’s board
of directors, such postponement or withdrawal is necessary in order to avoid
premature disclosure of a matter the board has determined would not be in the
best interest of the Company to be disclosed at such time; provided, that in no
event shall the Company withdraw a Registration Statement after such
Registration Statement has been declared effective; and provided, further, that
in the event described above, the Initiating Holders requesting such Demand
Registration shall be entitled to withdraw such request and, if such request is
withdrawn, such Demand Registration shall not count as one of the permitted
Demand Registrations.  The Company shall
provide written notice to the Initiating Holders requesting such Demand
Registration of (i) any postponement or withdrawal of the filing or
effectiveness of a Registration Statement pursuant to this Section 2(d), (ii) the
Company’s decision to file or seek effectiveness of such Registration Statement
following such withdrawal or postponement and (iii) the effectiveness of
such Registration Statement.  The Company
may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only
once during any 12-month period.


 


(e)           Selection
of Underwriters.  If any of the
Registrable Common Shares covered by a Demand Registration are to be sold in an
underwritten offering, the Initiating Holders shall have the right to select
the managing underwriter or underwriters to administer the offering subject to
the approval of the Company, which will not be unreasonably withheld.


 


(f)            Effective
Period of Demand Registrations. 
After any Demand Registration filed pursuant to this Agreement has
become effective, the Company shall use its best efforts to keep such Demand
Registration effective for a period equal to 180 days from the date on which
the SEC declares such Demand Registration effective (or if such Demand
Registration is not effective during any period within such 180 days, such 180-day
period shall be extended by the number of days during such period when such
Demand Registration is not effective), or such shorter period which shall
terminate when all of the Registrable Common Shares covered by such Demand
Registration have been sold pursuant to such Demand Registration.  If the Company shall withdraw any Demand
Registration pursuant to Section 2(d) (a “Withdrawn Demand
Registration”), the Initiating Holders of the Registrable Common Shares
remaining unsold and originally covered by such Withdrawn Demand Registration
shall be entitled to a replacement Demand Registration which (subject to the
provisions of this Section 2) the Company shall use its best efforts to
keep effective for a period commencing on the effective date of such Demand
Registration and ending on the earlier to occur of the date (i) which is
180 days from the effective date of such Demand Registration and (ii) on
which all of the Registrable Common Shares covered by such Demand Registration
have been sold.  Such additional Demand
Registration otherwise shall be subject to all of the provisions of this
Agreement.


 


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3.             Shelf
Registration.


 


(a)           At
such time as the Company is able to use Form F-3 under the Securities Act
(or any successor form) for sales of Registrable Common Shares by a Holder, at
the request of Holders of the lesser of (x) 5% of the Registrable Common Shares
(without reduction for Common Shares that cease to be Registrable Common
Shares) and (y) Registrable Common Shares having an aggregate market value of
at least $25 million, the Company shall use its commercially reasonable efforts
to effect, as expeditiously as possible, the registration under the Securities
Act of any number of Registrable Common Shares for which it receives requests
in accordance with this Section 3(a) (the “Shelf Registration”).  The Company shall use its commercially
reasonable best efforts to cause such Registration Statement to become
effective as promptly as practicable and maintain the effectiveness of such
Registration Statement (subject to the terms and conditions herein) for a
period ending on the earlier of (i) two years following the date on which
such Registration Statement first becomes effective (but one year if the
Company is not able to use Form F-3 under the Securities Act (or any
successor form)) and (ii) the date on which all Registrable Common Shares
covered by such Registration Statement have been sold and the distribution
contemplated thereby has been completed or have become freely tradeable
pursuant to Rule 144 without regard to volume.


 


(b)           The
Shelf Registration Statement pursuant to this Section 3 shall to the
extent possible under applicable law, be effected to permit sales on a
continuous basis pursuant to Rule 415 under the Securities Act. Any
takedown under the Shelf Registration pursuant to this Section 3 may or
may not be underwritten; provided, however, that (i) Holders may request
any underwritten takedown only to be effected as a Demand Registration (in
which event, unless such Demand Registration would not require representatives
of the Company to meet with prospective purchasers of the Company’s securities,
a Demand Registration must be available thereunder and the number of Demand
Registrations available shall be reduced by one under Section 2(b)) or (ii) Holders
may request an unlimited number of underwritten takedowns to be effected in
accordance with the terms of Section 4. The Company shall be entitled to
effect the Shelf Registration on any available form under the Securities Act.


 


(c)           In
the event of a request for a Shelf Registration pursuant to Section 3(a),
the Company shall give written notice of the proposed filing of the
Registration Statement in connection therewith to all Holders of Registrable
Common Shares offering to each such Holder the opportunity to have any or all
of the Registrable Common Shares held by such Holder included in such
registration statement. Each Holder of Registrable Common Shares desiring to
have its Registrable Common Shares registered under this Section 3(c) shall
so advise the Company in writing within 15 days after the date of such notice
from the Company (which request shall set forth the amount of Registrable
Common Shares for which registration is requested), and the Company shall
include in such Registration Statement all such Registrable Common Shares so
requested to be included therein.


 


(d)           The
number, percentage, fraction or kind of shares referred to in this Section 3
shall be appropriately adjusted for any stock dividend, stock split, reverse
stock split, combination, recapitalization, reclassification, merger or
consolidation, exchange or distribution in respect of the shares of Class A
Common Shares.


 


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(e)           The
Company, and any other holder of the Company’s securities who has registration
rights, may include its securities in any Shelf Registration effected pursuant
to this Section 3.


 


4.             Piggyback
Registrations.


 


(a)           Right
to Piggyback.  If at any time
commencing 180 days following the closing of a Qualifying IPO the Company
proposes to register any of its common equity securities under the Securities
Act (other than a registration statement on Form S-8 or on Form F-4
or any similar successor forms thereto), whether for its own account or for the
account of one or more stockholders of the Company, and the registration form
to be used may be used for any registration of Registrable Common Shares (a “Piggyback
Registration”), the Company shall give prompt written notice (in any event
within 20 days after its receipt of notice of any exercise of other demand
registration rights) to all Holders of its intention to effect such a
registration and, subject to Sections 4(b) and 4(c), shall include in such
registration all Registrable Common Shares with respect to which the Company
has received written requests for inclusion therein within 15 days after the
effectiveness of the Company’s notice. 
The Company may postpone or withdraw the filing or the effectiveness of
a Piggyback Registration at any time in its sole discretion.


 


(b)           Priority
on Primary Registrations.  If a
Piggyback Registration is an underwritten primary registration on behalf of the
Company, and the managing underwriters advise the Company in writing that in
their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without
having an adverse effect on such offering, the Company shall include in such
registration (i) first, the securities the Company proposes to sell, (ii) second,
the Registrable Common Shares requested to be included therein by the Holders,
pro rata among the Holders of such Registrable Common Shares on the basis of
the number of shares requested to be registered by such Holders and (iii) third,
other securities requested to be included in such registration pro rata among
the holders of such securities on the basis of the number of shares requested
to be registered by such holders or as such holders may otherwise agree.


 


(c)           Priority
on Secondary Registrations.  If a Piggyback
Registration is an underwritten secondary registration on behalf of a holder of
the Company’s securities other than Registrable Common Shares, and the managing
underwriters advise the Company in writing that in their opinion the number of
securities requested to be included in such registration exceeds the number
which can be sold in such offering without having an adverse effect on such
offering, the Company shall include in such registration (i) first, the
securities requested to be included therein by the holders requesting such
registration and the Registrable Common Shares requested to be included in such
registration, pro rata among the holders of such securities on the basis of the
number of shares requested to be registered by such holders and (ii) second,
other securities requested to be included in such registration pro rata among
the holders of such securities on the basis of the number of shares requested
to be registered by such holders or as such holders may otherwise agree.


 


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(d)           Selection
of Underwriters.  If any Piggyback
Registration is an underwritten primary offering, the Company shall have the
right to select the managing underwriter or underwriters to administer any such
offering.


 


(e)           Other
Registrations.  If the Company has
previously filed a Registration Statement with respect to Registrable Common
Shares, and if such previous registration has not been withdrawn or abandoned,
the Company shall not be obligated to cause to become effective any other
registration of any of its securities under the Securities Act, whether on its
own behalf or at the request of any holder or holders of such securities, until
a period of at least 90 days has elapsed from the termination of the offering
under the previous registration.


 


5.             Holdback
Agreements.


 


The
Company agrees not to effect any sale or distribution of any of its equity
securities during the 10 days prior to and during the 180 days beginning on the
effective date of any underwritten Demand Registration or any underwritten
Piggyback Registration (except as part of such underwritten registration or
pursuant to registrations on Form S-8 or F-4 or any successor forms
thereto) unless the underwriters managing the offering otherwise agree to a
shorter period.


 


6.             Registration
Procedures.


 


(a)           Whenever
the Holders request that any Registrable Common Shares be registered pursuant
to this Agreement, the Company shall use its best efforts to effect the
registration and the sale of such Registrable Common Shares in accordance with
the intended methods of disposition thereof, and pursuant thereto the Company
shall as expeditiously as possible:


 


(i)            prepare
and file with the SEC a Registration Statement with respect to such Registrable
Common Shares and use its best efforts to cause such Registration Statement to
become effective as soon as practicable thereafter; and before filing a
Registration Statement or Prospectus or any amendments or supplements thereto,
furnish to the Holders of Registrable Common Shares covered by such
Registration Statement and the underwriter or underwriters, if any, copies of
all such documents proposed to be filed, including documents incorporated by
reference in the Prospectus and, if requested by such Holders, the exhibits
incorporated by reference, and such Holders shall have the opportunity to
object to any information pertaining to such Holders that is contained therein
and the Company will make the corrections reasonably requested by such Holders
with respect to such information prior to filing any Registration Statement or
amendment thereto or any Prospectus or any supplement thereto;


 


(ii)           prepare
and file with the SEC such amendments and supplements to such Registration
Statement and the Prospectus used in connection therewith as may be necessary
to keep such Registration Statement effective for a period of not less than 180
days, in the case of a Demand Registration or such shorter period as is
necessary to complete the distribution of the 


 


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securities covered by such Registration Statement and
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such Registration Statement during
such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such Registration Statement;


 


(iii)          furnish
to each seller of Registrable Common Shares such number of copies of such
Registration Statement, each amendment and supplement thereto, the Prospectus
included in such Registration Statement (including each preliminary Prospectus)
and such other documents as such seller may reasonably request in order to
facilitate the disposition of the Registrable Common Shares owned by such
seller;


 


(iv)          use its
best efforts to register or qualify such Registrable Common Shares under such
other securities or blue sky laws of such jurisdictions as any seller
reasonably requests and do any and all other acts and things which may be
reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Common Shares owned by
such seller (provided, that the Company will not be required to (x) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this subparagraph 6(a)(iv), (y) subject itself to
taxation in any such jurisdiction, or (z) consent to general service of process
in any such jurisdiction);


 


(v)           notify
each seller of such Registrable Common Shares, at any time when a Prospectus
relating thereto is required to be delivered under the Securities Act, of the
occurrence of any event as a result of which the Prospectus included in such
Registration Statement contains an untrue statement of a material fact or omits
any fact necessary to make the statements therein not misleading, and, at the
request of any such seller, the Company shall prepare a supplement or amendment
to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable
Common Shares, such Prospectus shall not contain an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein not misleading;


 


(vi)          in the case
of an underwritten offering, enter into such customary agreements (including
underwriting agreements in customary form with customary indemnification
provisions) and take all such other actions as the Holders of a majority of the
Registrable Common Shares being sold or the underwriters reasonably request in
order to expedite or facilitate the disposition of such Registrable Common
Shares (including, without limitation, making members of senior management of
the Company available to participate in, and cause them to cooperate with the
underwriters in connection with, “road-show” and other customary marketing
activities (including one-on-one meetings with prospective purchasers of the
Registrable Common Shares)) and cause to be delivered to the underwriters and
the sellers, if any, opinions of counsel to the 


 


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Company in customary form, covering such matters as
are customarily covered by opinions for an underwritten public offering as the
underwriters may request and addressed to the underwriters and the sellers;


 


(vii)         make
available, for inspection by any seller of Registrable Common Shares, any
underwriter participating in any disposition pursuant to such Registration
Statement, and any attorney, accountant or other agent retained by any such
seller or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company’s officers,
directors, employees and independent accountants to supply all information
reasonably requested by any such seller, underwriter, attorney, accountant or
agent in connection with such Registration Statement;


 


(viii)        use
its best efforts to cause all such Registrable Common Shares to be listed on
each securities exchange on which securities of the same class issued by the Company
are then listed;


 


(ix)           if
requested, cause to be delivered, immediately prior to the effectiveness of the
Registration Statement (and, in the case of an underwritten offering, at the
time of delivery of any Registrable Common Shares sold pursuant thereto),
letters from the Company’s independent certified public accountants addressed
to each selling Holder (unless such selling Holder does not provide to such
accountants the appropriate representation letter required by rules governing
the accounting profession) and each underwriter, if any, stating that such
accountants are independent public accountants within the meaning of the
Securities Act and the applicable rules and regulations adopted by the SEC
thereunder, and otherwise in customary form and covering such financial and
accounting matters as are customarily covered by letters of the independent
certified public accountants delivered in connection with primary or secondary
underwritten public offerings, as the case may be;


 


(x)            make
generally available to its stockholders a consolidated earnings statement
(which need not be audited) for the 12 months beginning after the effective
date of a Registration Statement as soon as reasonably practicable after the
end of such period, which earnings statement shall satisfy the requirements of
an earnings statement under Section 11(a) of the Securities Act; and


 


(xi)           promptly
notify each seller of Registrable Common Shares and the underwriter or
underwriters, if any:


 


(A)          when the
Registration Statement, any pre-effective amendment, the Prospectus or any
Prospectus supplement or post-effective amendment to the Registration Statement
has been filed and, with respect to the Registration Statement or any
post-effective amendment, when the same has become effective;


 


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(B)           of any
comments of the SEC or of any written request by the SEC for amendments or
supplements to the Registration Statement or Prospectus;


 


(C)           of the
notification to the Company by the SEC of its initiation of any proceeding with
respect to the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement; and


 


(D)          of the
receipt by the Company of any notification with respect to the suspension of
the qualification of any Registrable Common Shares for sale under the
applicable securities or blue sky laws of any jurisdiction.


 


(b)           The
Company shall ensure that no Registration Statement (including any amendments
or supplements thereto and Prospectuses contained therein) shall contain any
untrue statement of a material fact or omit to state a material fact required
to be stated therein, or necessary to make the statements therein not
misleading (except, with respect to any Holder, for an untrue statement or
alleged untrue statement of a material fact or omission or alleged omission of
a material fact made in reliance on and in conformity with written information
furnished to the Company by or on behalf of such Holder specifically for use
therein).


 


(c)           The
Company shall make available to each Holder whose Registrable Common Shares are
included in a Registration Statement (i) promptly after the same is
prepared and publicly distributed, filed with the SEC, or received by the
Company, one copy of each Registration Statement and any amendment thereto,
each preliminary Prospectus and Prospectus and each amendment or supplement
thereto, each letter written by or on behalf of the Company to the SEC or the
staff of the SEC (or other governmental agency or self-regulatory body or other
body having jurisdiction, including any domestic or foreign securities
exchange), and each item of correspondence from the SEC or the staff of the SEC
(or other governmental agency or self-regulatory body or other body having
jurisdiction, including any domestic or foreign securities exchange), in each
case relating to such Registration Statement (other than any portion thereof
which contains information for which the Company has sought confidential
treatment), and (ii) such number of copies of a Prospectus, including a
preliminary Prospectus, and all amendments and supplements thereto and such
other documents as such Holder may reasonably request in order to facilitate
the disposition of the Registrable Common Shares owned by such Holder.  The Company will promptly notify each Holder
by facsimile of the effectiveness of each Registration Statement or any
post-effective amendment.  The Company
will promptly respond to any and all comments received from the SEC, with a
view towards causing each Registration Statement or any amendment thereto to be
declared effective by the SEC as soon as practicable and shall file an
acceleration request as soon as practicable following the resolution or
clearance of all SEC comments or, if applicable, following notification by the
SEC that any such Registration Statement or any amendment thereto will not be
subject to review.


 


(d)           At
all times after the Company has filed a registration statement with the SEC
pursuant to the requirements of either the Securities Act or the Exchange Act,
the 


 


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Company shall file all reports required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted
by the SEC thereunder, and take such further action as any Holders may
reasonably request, all to the extent required to enable such Holders to be
eligible to sell Registrable Common Shares pursuant to Rule 144 (or any
similar rule then in effect).


 


(e)           the
Company may require each seller of Registrable Common Shares as to which any
registration is being effected to furnish to the Company any other information
regarding such seller and the distribution of such securities as the Company
may from time to time reasonably request in writing.


 


(f)            Each
seller of Registrable Common Shares agrees by having its shares treated as
Registrable Common Shares hereunder that, upon notice of the happening of any
event as a result of which the Prospectus included in such Registration
Statement contains an untrue statement of a material fact or omits any material
fact necessary to make the statements therein not misleading (a “Suspension
Notice”), such seller will forthwith discontinue disposition of Registrable
Common Shares for a reasonable length of time not to exceed 60 days until such
seller is advised in writing by the Company that the use of the Prospectus may
be resumed and is furnished with a supplemented or amended Prospectus as
contemplated by Section 6(c) hereof, and, if so directed by the
Company, such seller will deliver to the Company (at the Company’s expense) all
copies, other than permanent file copies then in such seller’s possession, of
the Prospectus covering such Registrable Common Shares current at the time of
receipt of such notice; provided, however, that such postponement of sales of
Registrable Common Shares by the Holders shall not exceed 90 days in the
aggregate in any one year.  If the
Company shall give any notice to suspend the disposition of Registrable Common
Shares pursuant to a Prospectus, the Company shall extend the period of time
during which the Company is required to maintain the Registration Statement
effective pursuant to this Agreement by the number of days during the period
from and including the date of the giving of such notice to and including the
date such seller either is advised by the Company that the use of the
Prospectus may be resumed or receives the copies of the supplemented or amended
Prospectus contemplated by Section 6(e). 
In any event, the Company shall not be entitled to deliver more than
three Suspension Notices in any one year.


 


7.             Registration
Expenses.


 


(a)           All
expenses incident to the Company’s performance of or compliance with this
Agreement, including, without limitation, all registration and filing fees,
fees and expenses of compliance with securities or blue sky laws, listing
application fees, printing expenses, transfer agent’s and registrar’s fees,
cost of distributing Prospectuses in preliminary and final form as well as any
supplements thereto, and fees and disbursements of counsel for the Company and
all independent certified public accountants and other Persons retained by the
Company (all such expenses being herein called “Registration Expenses”)
(but not including any underwriting discounts or commissions attributable to
the sale of Registrable Common Shares or fees and expenses of more than one
counsel representing the Holders of Registrable Common Shares), shall be borne
by the Company.  In addition, the Company
shall pay its internal expenses (including, without limitation, all salaries
and expenses of its officers and employees 


 


11

















 


performing legal or accounting duties), the expense of any annual audit
or quarterly review, the expense of any liability insurance and the expenses
and fees for listing the securities to be registered on each securities
exchange on which they are to be listed.


 


(b)           In
connection with each registration initiated hereunder (whether a Demand
Registration or a Piggyback Registration), the Company shall reimburse the
Holders covered by such registration or sale for the reasonable fees and
disbursements of one law firm chosen by the Holders of a majority of the
Registrable Common Shares included in such registration or sale.


 


(c)           The
obligation of the Company to bear the expenses described in Section 7(a) and
to reimburse the Holders for the expenses described in Section 7(b) shall
apply irrespective of whether a registration, once properly demanded, if
applicable, becomes effective, is withdrawn or suspended, is converted to
another form of registration and irrespective of when any of the foregoing
shall occur; provided, however, that Registration Expenses for any Registration
Statement withdrawn solely at the request of a Holder of Registrable Common
Shares (unless withdrawn following postponement of filing by the Company in
accordance with Section 2(d)(i) or (ii)) or any supplements or
amendments to a Registration Statement or Prospectus resulting from a
misstatement furnished to the Company by a Holder shall be borne by such
Holder.


 


8.             Indemnification.


 


(a)           The
Company shall indemnify, to the fullest extent permitted by law, each Holder,
its officers, directors and Affiliates and each Person who controls such Holder
(within the meaning of the Securities Act) against all losses, claims, damages,
liabilities and expenses arising out of or based upon any untrue or alleged
untrue statement of material fact contained in any Registration Statement,
Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading or
any violation or alleged violation by the Company of the Securities Act, the
Exchange Act or applicable blue sky laws, except insofar as the same are made
in reliance and in conformity with information relating to such Holder
furnished in writing to the Company by such Holder expressly for use therein or
caused by such Holder’s failure to deliver to such Holder’s immediate purchaser
a copy of the Registration Statement or Prospectus or any amendments or
supplements thereto (if the same was required by applicable law to be so
delivered).  In connection with an underwritten
offering, the Company shall indemnify such underwriters, their officers and
directors and each Person who controls such underwriters (within the meaning of
the Securities Act) to the same extent as provided above with respect to the
indemnification of the Holders.


 


(b)           In
connection with any Registration Statement in which a Holder of Registrable
Common Shares is participating, each such Holder shall furnish to the Company
in writing such information and affidavits as the Company reasonably requests
for use in connection with any such Registration Statement or Prospectus and,
shall indemnify, to the fullest extent permitted by law, the Company, its
officers, directors Affiliates, and each Person who controls the Company
(within the meaning of the Securities Act) against all losses, claims, damages,
liabilities and expenses arising out of 


 


12

















 


or based upon any untrue or alleged untrue statement of material fact
contained in the Registration Statement, Prospectus or preliminary Prospectus
or any amendment thereof or supplement thereto or any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, but only to the extent that the same are
made in reliance and in conformity with information relating to such Holder
furnished in writing to the Company by such Holder expressly for use therein or
caused by such Holder’s failure to deliver to such Holder’s immediate purchaser
a copy of the Registration Statement or Prospectus or any amendments or
supplements thereto (if the same was required by applicable law to be so
delivered) after the Company has furnished such Holder with a sufficient number
of copies of the same; provided, however, that the obligation to indemnify
shall be several, not joint and several, among such Holders and the liability
of each such Holder shall be in proportion to and limited to the net amount
received by such Holder from the sale of Registrable Common Shares pursuant to
such Registration Statement.


 


(c)           Any
Person entitled to indemnification hereunder shall (i) give prompt written
notice to the indemnifying party of any claim with respect to which it seeks
indemnification, provided that the failure to notify the indemnifying party
shall not relieve the indemnifying party from any liability that it may have
under this Section 8 except to the extent that it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) by such
failure; and provided, further, that the failure to notify the indemnifying
party shall not relieve the indemnifying party from any liability that it may
have to an indemnified party otherwise than under this Section 8 and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between
such indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party.  If such defense is assumed, the indemnifying
party shall not be subject to any liability for any settlement made by the
indemnified party without its consent (but such consent will not be
unreasonably withheld).  An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim
shall not be obligated to pay the fees and expenses of more than one counsel
for all parties indemnified by such indemnifying party with respect to such
claim, unless in the reasonable judgment of any indemnified party there may be
one or more legal or equitable defenses available to such indemnified party
which are in addition to or may conflict with those available to another
indemnified party with respect to such claim. 
Failure to give prompt written notice shall not release the indemnifying
party from its obligations hereunder.


 


(d)           The
indemnification provided for under this Agreement shall remain in full force
and effect regardless of any investigation made by or on behalf of the
indemnified party or any officer, director or controlling Person of such
indemnified party and shall survive the transfer of securities.


 


(e)           If
the indemnification provided for in or pursuant to this Section 8 is due
in accordance with the terms hereof, but is held by a court to be unavailable
or unenforceable in respect of any losses, claims, damages, liabilities or
expenses referred to herein, then each applicable indemnifying party, in lieu
of indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified 


 


13

















 


Person as a result of such losses, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the
other in connection with the statements or omissions which result in such
losses, claims, damages, liabilities or expenses as well as any other relevant
equitable considerations.  The relative
fault of the indemnifying party on the one hand and of the indemnified Person
on the other shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the indemnifying party or by the indemnified party, and by such party’s
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.  In
no event shall the liability of any selling Holder be greater in amount than
the amount of net proceeds received by such Holder upon such sale or the amount
for which such indemnifying party would have been obligated to pay by way of
indemnification if the indemnification provided for under Section 8(a) or
8(b) hereof had been available under the circumstances.


 


9.             Participation
in Underwritten Registrations.


 


No
Person may participate in any registration hereunder which is underwritten
unless such Person (a) agrees to sell such Person’s securities on the
basis provided in any underwriting arrangements approved by the Person or
Persons entitled hereunder to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.


 


10.          Rule 144.


 


The
Company covenants that it will file the reports required to be filed by it
under the Securities Act and the Exchange Act and the rules and regulations
adopted by the SEC thereunder, and it will take such further action as any
Holder may reasonably request to make available adequate current public
information with respect to the Company meeting the current public information
requirements of Rule 144(c) under the Securities Act, to the extent
required to enable such Holder to sell Registrable Common Shares without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such rule may
be amended from time to time, or (ii) any similar rule or regulation
hereafter adopted by the SEC.  Upon the
request of any Holder, the Company will deliver to such Holder a written
statement as to whether it has complied with such information and requirements.


 


11.          Miscellaneous.


 


(a)           Notices.  All notices, requests, consents and other
communications required or permitted hereunder shall be in writing and shall be
hand delivered or mailed postage prepaid by registered or certified mail or by
facsimile transmission (with immediate telephone confirmation thereafter),


 


14

















 


If to
the Company:


 


Omega
Navigation Enterprises, Inc.


24 Kaningos Street

Piraeus 185 34


Greece


Attention:  Chief Executive
Officer


Facsimile
No.:


 


with a
copy to:


 


Seward & Kissel LLP


One
Battery Park Plaza


New
York, New York 10004


Attention:  Gary J. Wolfe, Esq.


Facsimile
No.:  (212) 480-8421


 


If to
the Stockholder:


 


ONE
Holdings, Inc.


 


Attention:


Facsimile
No.:


 


or if to another Holder,
to the addresses set forth on the counterpart signature pages of this
Agreement signed by such Holders.


 


If to a transferee
Holder, to the address of such Holder set forth in the transfer documentation
provided to the Company or at such other address as such party each may specify
by written notice to the others, and each such notice, request, consent and
other communication shall for all purposes of this Agreement be treated as
being effective or having been given when delivered personally or upon receipt
of facsimile confirmation if transmitted by facsimile, or, if sent by mail, at
the time of its receipt.


 


(b)           No
Waivers.  No failure or delay by any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law.


 


(c)           Successors
and Assigns.  The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, it being understood that
subsequent Holders of the Registrable Common Shares are intended third party
beneficiaries of this Agreement.


 


(d)           Governing
Law.  The laws of the State of New
York shall govern the enforceability and validity of this Agreement, the
construction of its terms and the interpretation of the rights and duties of
the parties, without regard to the principles of conflicts of laws thereof.


 


15

















 


(e)           Jurisdiction.  Any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby may be
brought in any federal or state court located in the County and State of New
York, and each of the parties hereby consents to the jurisdiction of such
courts (and of the appropriate appellate courts therefrom) in any such suit,
action or proceeding and irrevocably waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the laying of the
venue of any such suit, action or proceeding in any such court or that any such
suit, action or proceeding which is brought in any such court has been brought
in an inconvenient forum.  Process in any
such suit, action or proceeding may be served on any party anywhere in the
world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party
agrees that service of process on such party as provided in Section 10(a) shall
be deemed effective service of process on such party.


 


(f)            Waiver
of Jury Trial.  EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


(g)           Counterparts;
Effectiveness.  This Agreement may be
executed in any number of counterparts (including by facsimile) and by
different parties hereto in separate counterparts, with the same effect as if
all parties had signed the same document. 
All such counterparts shall be deemed an original, shall be construed
together and shall constitute one and the same instrument.  This Agreement shall become effective when
each party hereto shall have received counterparts hereof signed by all of the
other parties hereto.


 


(h)           Entire
Agreement.  This Agreement contains the
entire agreement among the parties hereto with respect to the subject matter
hereof and supersedes and replaces all other prior agreements, written or oral,
among the parties hereto with respect to the subject matter hereof.


 


(i)            Captions.  The headings and other captions in this
Agreement are for convenience and reference only and shall not be used in
interpreting, construing or enforcing any provision of this Agreement.


 


(j)            Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party.  Upon such a determination, the parties shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner in order
that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.


 


(k)           Amendments.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given without the prior 


 


16

















 


written consent of the Holders of a majority of the Registrable Common
Shares (as constituted on the date hereof); provided, however, that without a
Holder’s written consent no such amendment, modification, supplement or waiver
shall affect adversely such Holder’s rights hereunder in a discriminatory
manner inconsistent with its adverse effects on rights of other Holders
hereunder (other than as reflected by the different number of shares held by
such Holder); provided, further, that the consent or agreement of the Company
shall be required with regard to any termination, amendment, modification or
supplement of, or waivers or consents to departures from, the terms hereof,
which affect the Company’s obligations hereunder.  This Agreement cannot be changed, modified,
discharged or terminated by oral agreement.


 


(l)            Aggregation
of Shares.  All Registrable Common
Shares held by or acquired by any Affiliated Persons will be aggregated
together for the purpose of determining the availability of any rights under
this Agreement.


 


(m)          Equitable
Relief.  Without limiting the
remedies available, the parties hereto acknowledge that any failure by the
Company to comply with its obligations under this Agreement will result in
material irreparable injury to the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such
injuries precisely and that, in the event of any such failure, any Holder shall
have the right to obtain such relief as may be required to specifically enforce
the Company’s obligations under this Agreement.


 


[Signature Page Follows]


 


17

















 


IN
WITNESS WHEREOF, this Registration Rights Agreement has been
duly executed by each of the parties hereto as of the date first written above.


 


 


	
   

  	
  OMEGA NAVIGATION ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  ONE HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


18