[FORM OF]
	 

	 
		REGISTRATION RIGHTS AGREEMENT
	 

	 
		by and among
	 

	 
		OCEANFREIGHT INC.
	 

	 
		and
	 

	 
		BASSET HOLDINGS INC.
	 

	 
		 
	 

	 
			
				
				   
				

			 

 

	 
		Dated as of [_________], 2007
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		REGISTRATION RIGHTS AGREEMENT, dated as of
		[_________], 2007, by and between OceanFreight Inc., a Marshall Islands
		corporation (the “Company”),
		and Basset Holdings Inc., a Marshall Islands corporation (the
		“Shareholder”).
	 

	 
		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.
	 

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

	 
		“Common Stock” means the shares of common stock, par value $0.01
		per share, of the Company consisting of Common Shares and Subordinated
		Shares.
	 

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

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

	 
		 
	 

	 
		 
	 

	 
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		“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 Shares covered by such
		Registration Statement and by all other amendments and supplements to the
		prospectus, including issuer free writing prospectuses, post-effective
		amendments and all material incorporated by reference in such prospectus or
		prospectuses.
	 

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

	 
		“Registrable Shares” means the Subordinated Shares held by the
		Shareholder as of the date of the Qualifying IPO, or the Common Shares issuable
		upon conversion of such Subordinated Shares in accordance with the
		Company’s Amended and Restated Articles of Incorporation; provided,
		however, that Registrable Shares shall not include any securities that are or
		become tradeable without restriction as to volume pursuant to Rule 144 or that
		are sold by a Person to the public either pursuant to a Registration Statement
		or Rule 144. For purposes of this Agreement, in event that the Company ceases
		to have more than one series or class of Common Stock designated, Registrable
		Shares shall include all of the Company’s Common Stock.
	 

	 
		“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 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 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.
	 

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

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

	 
		“Subordinated Shares” means shares of Common Stock designated as Class
		B common stock pursuant to the Company’s Amended and Restated Articles of
		Incorporation.
	 

	 
		“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.
	 

	 
		 
	 

	 
		 
	 

	 
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				  2.
				

			 	
				
				  Demand Registrations.
				

			 

 

	 
		(a) Right to Request Registration. At any time commencing one year following the closing
		of a Qualifying IPO, any Holder or Holders may request registration under the
		Securities Act (“Initiating
		Holders”) of all or part of the
		Registrable Shares (“Demand
		Registration”); provided, that
		each Demand Registration be at least equal to 10% of the Company’s
		outstanding shares of Common Stock immediately following the closing of such
		Qualifying IPO. The Company shall use its commercially reasonable efforts to
		effect the Demand Registration of any number of Registrable Shares for which it
		receives requests in accordance with this Section 2.
	 

	 
		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 Shares and shall, subject to
		Sections 2(c) and 2(d) hereof, include in such registration all such
		Registrable 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 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 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 Shares requested to be included by such Initiating Holders in such
		registration.
	 

	 
		(c) Priority on Demand Registrations. The Company shall not include in any Demand
		Registration any securities which are not Registrable Shares without the
		written consent of the Holders of a majority of the Registrable 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 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
		Shares can be sold, the Company shall include in such registration only the
		number of shares of Registrable 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 Shares
		proposed to be registered, the amount of Registrable Shares to be so sold shall
		be allocated (i) first, the Registrable Shares requested to be included therein
		by the Shareholder, (ii) second, the Registrable Shares requested to be
		included therein by the Initiating Holders, if any, pro rata among such
		Initiating Holders on the basis of the number of shares requested to be
		registered by such Initiating Holders; and (iii) third, the Registrable Shares
		requested to be included therein by the other Holders, if any, pro rata among
		such Holders on the basis of the number of shares requested to be registered by
		such Holders. If the number of shares which can be sold exceeds the number of
		shares 
	 

	 
		 
	 

	 
		 
	 

	 
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		of Registrable 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 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 all of the Registrable
		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 6-month period.
	 

	 
		(e) Selection of Underwriters. If any of the Registrable 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 commercially
		reasonable efforts to keep such Demand Registration effective for a period
		equal to one year 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 period, such 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 Shares
		covered by such Demand Registration have been sold pursuant to such Demand
		Registration or are otherwise permitted to be resold freely by all selling
		shareholders in such Demand Registration under Rule 144 without regard to
		volume. If the Company shall withdraw any Demand Registration pursuant to
		Section 2(d) (a “Withdrawn Demand
		Registration”), the Initiating
		Holders of the Registrable Shares remaining unsold and originally covered by
		such Withdrawn Demand Registration shall be entitled to a replacement Demand
		Registration which 
	 

	 
		 
	 

	 
		 
	 

	 
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		(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 one year from the effective date of
		such Demand Registration and (ii) on which all of the Registrable Shares
		covered by such Demand Registration have been sold or are otherwise permitted
		to be resold freely by all selling shareholders in such Demand Registration
		under Rule 144 without regard to volume. Such additional Demand Registration
		otherwise shall be subject to all of the provisions of this Agreement.
	 

	 	
			 
				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 Shares by a Holder, at the request of Holders of the lesser of (x)
		5% of the Registrable Shares (without reduction for shares of Common Stock that
		cease to be Registrable Shares) and (y) Registrable Shares having an aggregate
		market value of at least $10 million, the Company shall use its commercially
		reasonable efforts to effect the registration under the Securities Act of any
		number of Registrable Shares for which it receives requests in accordance with
		this Section 3 (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 Shares
		covered by such Registration Statement have been sold and the distribution
		contemplated thereby has been completed or are permitted to be resold freely by
		all selling shareholders under 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) Within 10 days after receipt of any such
		request for the Shelf Registration, the Company shall give written notice of
		such request to all other Holders of Registrable Shares and shall include in
		such registration all such Registrable 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.
	 

	 
		(d) The number, percentage, fraction or kind
		of shares referred to in this Section 4 shall be appropriately adjusted for any
		stock dividend, stock split, reverse stock 
	 

	 
		 
	 

	 
		 
	 

	 
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		split, combination, recapitalization,
		reclassification, merger or consolidation, exchange or distribution in respect
		of the shares of Common Stock. 
	 

	 
		(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 F-8 or on Form F-4 (or any similar successor forms thereto or in
		connection with (A) an employee stock option, stock purchase or compensation
		plan or securities issued or issuable pursuant to any such plan, or (B) a
		dividend reinvestment plan), whether for its own account or for the account of
		one or more shareholders of the Company, and the registration form to be used
		may be used for any registration of Registrable 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 shall, subject to Sections 4(b) and 4(c), include in
		such registration all such Registrable 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. 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 Shares requested to be included therein by
		the Shareholder, (iii) third, the Registrable Shares requested to be included
		therein by the other Holders, if any, pro rata among such Holders on the basis
		of the number of shares requested to be registered by such Holders, and (iv)
		fourth, 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 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, (ii) second, the
		Registrable Shares requested to be included therein by the Shareholder, 

	 

	 
		 
	 

	 
		 
	 

	 
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		(iii) third, the Registrable Shares
		requested to be included therein by the other Holders, if any, pro rata among
		such Holders on the basis of the number of shares requested to be registered by
		such Holders, and (iv) fourth, 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.
	 

	 
		(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 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 and each Holder 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 F-8 or F-4 or any successor forms thereto). The Company and each Holder
		agrees to enter into a reasonable and customary lock-up agreement with the
		underwriters for any underwritten Demand Registration upon request of such
		underwriters.
	 

	 
			
				
				  6.
				

			 	
				
				  Registration
				  Procedures.
				

			 

 

	 
		(a)   Whenever the Holders
		request that any Registrable Shares be registered pursuant to this Agreement,
		the Company shall use its commercially reasonable efforts to effect the
		registration and the sale of such Registrable 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 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 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 
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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				  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 one year, in the case of a
				  Demand Registration or such shorter period as is necessary to complete the
				  distribution of the 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 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 Shares owned by such seller;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iv)
				

			 	
				
				  use its best efforts to register or
				  qualify such Registrable 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
				  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 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 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
				  Shares being sold or the 
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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				  underwriters reasonably request in
				  order to expedite or facilitate the disposition of such Registrable Shares
				  (including, without limitation, making members of senior management of the
				  Company reasonably 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 Shares)) and cause to be delivered to the
				  underwriters and the sellers, if any, opinions of counsel to the 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 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 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, use its commercially
				  reasonable efforts to 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 Shares sold
				  pursuant thereto), letters from the Company’s independent certified public
				  accountants addressed to 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
				  shareholders 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;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (xi)
				

			 	
				
				  cooperate and assist the
				  underwriters in any filings required to be made with the National Association
				  of Securities Dealers, Inc.; and
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		9
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				   
				

			 	
				
				  (xii)
				

			 	
				
				  promptly notify each seller of
				  Registrable 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;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (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 that relate to information provided, or to be provided,
				  by such seller or underwriter;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (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; 
				

			 

 

	 
			
				
				   
				

			 	
				
				  (D)
				

			 	
				
				  of the receipt by the Company of any
				  notification with respect to the suspension of the qualification of any
				  Registrable Shares for sale under the applicable securities or blue sky laws of
				  any jurisdiction; and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (E)
				

			 	
				
				  of the happening of any event which
				  the Company believes makes any statement of a material fact made in any
				  Registration Statement, Prospectus or any document incorporated therein by
				  reference untrue or which requires the making of any changes in any
				  Registration Statement, Prospectus or any document incorporated therein by
				  reference in order to make the statements therein (in the case of any
				  Prospectus, in the light of the circumstances under which they were made) not
				  misleading.
				

			 

 

	 
		(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 (in the case of any Prospectus, in
		the light of the circumstances under which they were made) 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 upon
		request to each Holder whose Registrable Shares are included in a Registration
		Statement (i) promptly after the same is prepared and publicly distributed or
		filed with the SEC, one copy of each Registration Statement and any amendment
		thereto and each preliminary Prospectus and Prospectus and each amendment or
		supplement thereto, and (ii) such number of copies of a 
	 

	 
		 
	 

	 
		 
	 

	 
		10
	 

	 
		 
	 



	 
	 

	 

	 
		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 Shares owned by such Holder. The Company will promptly notify
		each Holder by facsimile or electronic mail 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 reasonably practicable and shall file
		an acceleration request as soon as reasonably 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 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, 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 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 Shares agrees
		by having its shares treated as Registrable 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 Shares 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 Shares current at the time of receipt of such notice;
		provided, however, that such postponement of sales of Registrable Shares by the
		Holders shall not exceed 90 days in the aggregate in any six-month period. If
		the Company shall give any notice to suspend the disposition of Registrable
		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.
	 

	 
		 
	 

	 
		 
	 

	 
		11
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  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 Shares or fees and expenses
		of more than one counsel representing the Holders of Registrable 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 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 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 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 
	 

	 
		 
	 

	 
		 
	 

	 
		12
	 

	 
		 
	 



	 
	 

	 

	 
		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 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 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 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 
	 

	 
		 
	 

	 
		 
	 

	 
		13
	 

	 
		 
	 



	 
	 

	 

	 
		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 Person as a
		result of such losses, claims, damages, liabilities or expenses (i) in such
		proportion as is appropriate to reflect the relative benefits received by the
		indemnified party on the one hand and the indemnifying party on the other hand
		from the offering to which such Registration Statement or prospectus relates or
		(ii) if the allocation provided by clause (i) above is not permitted by
		applicable law, in such proportion as is appropriate to reflect not only the
		relative benefits referred to in clause (i) above but also the relative fault
		of the indemnified party on the one hand and the indemnifying party on the
		other hand in connection with the statements or omissions that resulted in such
		losses, claims, damages or liabilities, as well as any other relevant equitable
		considerations. The relative benefits received by a party shall be deemed to be
		in the same respective proportions as the net proceeds from such offering
		(before deducting expenses) received by such party and the total underwriting
		discounts and the commissions received by the underwriters therefor, if any
		bear to the aggregate proceeds received from the sale of Company securities
		thereunder. 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.
	 

	 
		 
	 

	 
		 
	 

	 
		14
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  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 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 or electronic mail
		transmission (with immediate telephone confirmation thereafter),
	 

	 
		if to the Company:
	 

	 
		OceanFreight Inc.
	 

	 
		Attention: 
	 

	 
		80 Kifissias Avenue
	 

	 
		Athens 15125
	 

	 
		Greece
	 

	 
		Attention: Robert Cowen
	 

	 
		Facsimile No.: +30 (210) [_________]
	 

	 
		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 Shareholder:
	 

	 
		Basset Holdings Inc.
	 

	 
		Tribune House
	 

	 
		10 Skopa Street
	 

	 
		Nicosia, Cyprus
	 

	 
		Attention: Ioannis Cleanthous
	 

	 
		Facsimile No.: +357 22 761542
	 

	 
		 
	 

	 
		 
	 

	 
		15
	 

	 
		 
	 



	 
	 

	 

	 
		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 or electronic mail
		confirmation if transmitted by facsimile or electronic mail, 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
		Shares are intended third party beneficiaries of this Agreement provided, that
		the transferee or assignee of such rights assumes in writing the obligations of
		such transferor under 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.
	 

	 
		(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.
	 

	 
		 
	 

	 
		 
	 

	 
		16
	 

	 
		 
	 



	 
	 

	 

	 
		(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 written consent
		of the Holders of a majority of the Registrable 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 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 
	 

	 
		 
	 

	 
		 
	 

	 
		17
	 

	 
		 
	 



	 
	 

	 

	 
		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]
	 

	 
		 
	 

	 
		 
	 

	 
		18
	 

	 
		 
	 



	 
	 

	 

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

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  OCEANFREIGHT INC.
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By:
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  BASSET HOLDINGS INC.
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By:
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		19