INVESTMENT
      AGREEMENT

    


    This
      Investment Agreement (this "Agreement")
      is
      dated as of October 12, 2007, among Oceanaut,
      Inc.,
      a
      Marshall Islands corporation (the "Company"),
      and
      the purchasers identified on the signature pages hereto (each, an "Investor"
      and
      collectively, the "Investors").

    


    WHEREAS,
      pursuant to the terms of the Master Agreement, dated as of October 12, 2007
      (the
“Master
      Agreement”),
      by
      and among the Company and the entities listed on Schedule I thereto (the
“Sellers”),
      the
      Sellers have agreed to sell, and the Company or its subsidiary nominees has
      agreed to purchase, each of the Seller’s right, title and interest in and to the
      nine vessels listed on Schedule 1 thereto (collectively, the “Vessel
      Sale and Purchase”)
      in
      accordance with the terms and conditions of the Master Agreement and the
      Memoranda of Agreement applicable to each such vessel, each entered into as
      of
      the date hereof, for the aggregate purchase price of $700,000,000;
      and

    


    WHEREAS,
      pursuant to the Master Agreement and subject to the terms and conditions set
      forth in this Agreement and pursuant to Section 4(2) of the Securities Act
      (as
      defined below) and Rule 506 promulgated thereunder, the Company desires to
      issue
      and sell to the Investors and the Investors desire to purchase from the Company
      an aggregate of 10,312,500 shares of the Company’s Common Stock (the
“Shares”)
      at a
      price per share of $8.00, for an aggregate investment amount of $82,500,000
      (the
“Investment”);
      and

    


    WHEREAS,
      upon the cessation of any applicable lock-up period, the Company shall file
      a
      shelf registration covering the resale by the Investors of the Shares and all
      other shares of the Company’s common stock then owned by the Investors, all in
      accordance with the terms and conditions of the Registration Rights Agreement
      in
      the form of Exhibit
      A
      hereto;


    


    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration the receipt and adequacy of which
      are hereby acknowledged, the Company and the Investors agree as
      follows:

    


    ARTICLE
      I.

    DEFINITIONS

    


    1.1 Definitions.
      In
      addition to the terms defined elsewhere in this Agreement, for all purposes
      of
      this Agreement, the following terms shall have the meanings indicated in this
      Section 1.1:

    


    "Action"
      means
      any action, suit, inquiry, notice of violation, proceeding (including any
      partial proceeding such as a deposition) or investigation pending or threatened
      in writing against or affecting the Company or any of its properties before
      or
      by any court, arbitrator, governmental or administrative agency, regulatory
      authority (federal, state, county, local or foreign), stock market, stock
      exchange or trading facility.

    


    "Affiliate"
      means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person, as such
      terms are used in and construed under Rule 144 and, in addition, as to each
      Investor, such other Investor.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    "Business
      Day"
      means
      any day except Saturday, Sunday and any day which shall be a federal legal
      holiday or a day on which banking institutions in the State of New York, London,
      England or Athens, Greece are authorized or required by law or other
      governmental action to close.

    


    "Closing"
      means
      the closing of the purchase and sale of the Shares pursuant to Section
      2.1.

    


    "Closing
      Date"
      means
      the date of the Closing, which date shall be the same day as the Initial Closing
      Date (as defined in the Master Agreement) occurs, following the satisfaction
      of
      each of the conditions applicable to the Closing as set forth in Section 2.2
      hereof.

    


    "Commission"
      means
      the Securities and Exchange Commission.

    


    "Common
      Stock"
      means
      the common stock of the Company, $0.0001 par value per share, and any securities
      into which such common stock may hereafter be reclassified. 

    


    "Common
      Stock Equivalents"
      means
      any securities of the Company which entitle the holder thereof to acquire Common
      Stock at any time, including without limitation, any debt, preferred stock,
      rights, options, warrants or other instrument that is at any time convertible
      into or exchangeable for, or otherwise entitles the holder thereof to receive,
      Common Stock.

    


    "Company
      Counsel"
      means
      Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    


    "Effective
      Date"
      means
      the date that the Registration Statement is first declared effective by the
      Commission.

    


    "Exchange
      Act"
      means
      the Securities Exchange Act of 1934, as amended.

    


    "Investment
      Amount"
      means,
      with respect to each Investor, the investment amount indicated below such
      Investor's name on the signature page of this Agreement.

    


    "Lien"
      means
      any lien, charge, encumbrance, security interest, right of first refusal or
      other restrictions of any kind.

    


    “Master
      Agreement”
      has the
      meaning set forth in the recitals. 

    


    "Per
      Share Purchase Price"
      equals
      $8.00.

    


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

    


    "Proceeding"
      means an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened.

    


    “Proxy
      Statement”
      means
      the definitive proxy statement to be filed by the Company with the SEC with
      respect to the transactions contemplated by the Master Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    "Registration
      Rights Agreement"
      means
      the Registration Rights Agreement, dated as of the date of this Agreement,
      among
      the Company and the Investors, in the form of Exhibit
      A
      hereto.

    


    "Registration
      Statement"
      means a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale by the Investors of the
      Shares.

    


    "Rule
      144"
      means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

    


    “SEC
      Reports”
      shall
      have the meaning ascribed to such term in Section 3.1(g).

    


    “Securities”
      means
      the Shares.

    


    "Securities
      Act"
      means
      the Securities Act of 1933, as amended.

    


    "Shares"
      means
      the shares of Common Stock issued or issuable to the Investors pursuant to
      this
      Agreement.

    


    "Trading
      Day"
      means
      (i) a day on which the Common Stock is traded on a Trading Market, or (ii)
      if
      the Common Stock is not listed on a Trading Market, a day on which the Common
      Stock is traded in the over-the-counter market is quoted in the over-the-counter
      market as reported by the National Quotation Bureau Incorporated (or any similar
      organization or agency succeeding to its functions of reporting prices);
      provided, that in the event that the Common Stock is not listed or quoted as
      set
      forth in (i) or (ii) hereof, then Trading Day shall mean a Business
      Day.

    


    "Trading
      Market"
      means
      whichever of the New York Stock Exchange, the American Stock Exchange, the
      NASDAQ Global Market or the NASDAQ Capital Market on which the Common Stock
      is
      listed or quoted for trading on the date in question.

    


    "Transaction
      Documents"
      means
      this Agreement, the Registration Rights Agreement, and any other documents
      or
      agreements executed in connection with the transactions contemplated
      hereunder.

    


    “Vessel
      Sale and Purchase”
has
      the
      meaning set forth in the recitals.

    


    “Vessel
      Sale and Purchase Transaction”
      means
      the sale and purchase of nine vessels in accordance with the terms and
      conditions of the Master Agreement and the Memoranda of Agreement.

    


    ARTICLE
      II.

    PURCHASE
      AND SALE

    


    2.1 Closing.
      

    


    (a) Subject
      to the terms and conditions set forth in this Agreement, on the Closing Date,
      the Company shall issue and sell to each Investor, and each Investor shall,
      severally and not jointly, purchase from the Company, the Shares representing
      such Investor’s Investment Amount. The Closing shall occur at the offices of
      Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New
      York,
      NY 10017 or at such other location or time as the parties shall mutually
      agree.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (b) On
      the
      Closing Date, each Investor shall deliver its Investment Amount, in United
      States dollars and in immediately available funds simultaneously with the
      Initial Closing of the Vessel Sale and Purchase Transaction. In no event shall
      the Investors receive any Shares if the Initial Closing of the Vessel Sale
      and
      Purchase Transaction does not occur.

    


    2.2 Closing
      Conditions.
      a)
      At the
      Closing, the Company shall deliver or cause to be delivered to each Investor
      the
      following:

    


    (i) a
      certificate evidencing a number of Shares registered in the name of such
      Investor or a book-entry transfer of the Shares to such Investor equal to such
      Investor’s Investment Amount divided by the Per Share Purchase
      Price;

    


    (ii) the
      legal
      opinion of Company Counsel, in a form reasonably acceptable to the Investors,
      upon advice of their counsel; and

    


    (iii) the
      Registration Rights Agreement, duly executed by the Company.

    


    (b) At
      the
      Closing, each Investor shall deliver or cause to be delivered to the Company
      the
      following:

    


    (i) the
      Registration Rights Agreement, duly executed by such Investor.

    


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

    


    (i) from
      the
      date that is five (5) Business Days prior to the Closing Date, trading in the
      Common Stock shall not have been suspended by the Commission (except for any
      suspension of trading of limited duration agreed to by the Company, which
      suspension shall be terminated prior to the Closing), and, during such time,
      trading in securities generally as reported by Bloomberg Financial Markets
      shall
      not have been suspended or limited, or minimum prices shall not have been
      established on securities whose trades are reported by such service, or on
      any
      Trading Market, nor shall a banking moratorium have been declared either by
      the
      United States or New York State authorities;

    


    (ii) the
      approval by the Company’s shareholders of the issuance of the Shares shall have
      been obtained; 

    


    (iii) on
      or
      prior to the Closing Date, the Vessel Sale and Purchase Transaction shall have
      been approved by the Company’s shareholders; and

    


    (iv) the
      satisfaction or waiver of each of the applicable conditions set forth in Article
      VIII of the Master Agreement.

    


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

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

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

    


    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES

    


    3.1 Representations
      and Warranties of the Company.
      The
      Company hereby makes the following representations and warranties to each
      Investor on the date hereof and as of the Closing Date:

    


    (a) Organization
      and Qualification.
      The
      Company is an entity duly incorporated or otherwise organized, validly existing
      and in good standing under the laws of the jurisdiction of its incorporation
      or
      organization (as applicable), with the requisite power and authority to own
      and
      use its properties and assets and to carry on its business as currently
      conducted. The Company is not in violation of any of the provisions of its
      certificate or articles of incorporation, bylaws or other organizational or
      charter documents. The Company is duly qualified to conduct business and is
      in
      good standing as a foreign corporation or other entity in each jurisdiction
      in
      which the nature of the business conducted or property owned by it makes such
      qualification.

    


    (b) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority, and has taken all
      requisite corporate action, other than as set forth in Section 2.2(c) with
      respect to the need for shareholders approval of the issuance of the Shares
      in
      compliance with the rules of the American Stock Exchange, to enter into and
      to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations thereunder. The execution and
      delivery of each of the Transaction Documents by the Company and the
      consummation by it of the transactions contemplated thereby have been duly
      authorized by all necessary action on the part of the Company and no further
      action is required by the Company in connection therewith. Each Transaction
      Document has been (or upon delivery will have been) duly executed by the Company
      and, when delivered in accordance with the terms hereof, will constitute the
      valid and binding obligation of the Company enforceable against the Company
      in
      accordance with its terms, except (i) as limited by applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws of general application
      affecting enforcement of creditors’ rights generally and (ii) as limited by laws
      relating to the availability of specific performance, injunctive relief or
      other
      equitable remedies, and (iii) as limited by public policy. 

    


    (c) No
      Conflicts.
      Other
      than the need for shareholders approval of the issuance of the Shares pursuant
      to the rules of the American Stock Exchange, the execution, delivery and
      performance of the Transaction Documents by the Company and the consummation
      by
      the Company of the transactions contemplated thereby do not and will not (i)
      conflict with or violate any provision of the Company's certificate or articles
      of incorporation, bylaws or other organizational or charter documents, or (ii)
      conflict with, or constitute a default (or an event that with notice or lapse
      of
      time or both would become a default) under, or give to others any rights of
      termination, amendment, acceleration or cancellation (with or without notice,
      lapse of time or both) of, any agreement, credit facility, debt or other
      instrument (evidencing a Company debt or otherwise) or other understanding
      to
      which the Company is a party or by which any property or asset of the Company
      is
      bound or affected, or (iii) result in a violation of any law, rule, regulation,
      order, judgment, injunction, decree or other restriction of any court or
      governmental authority to which the Company is subject (including federal and
      state securities laws and regulations), or by which any property or asset of
      the
      Company is bound or affected.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (d) Filings,
      Consents and Approvals.
      Other
      than the requirement to obtain shareholders approval of the issuance of the
      Shares pursuant to the rules of the American Stock Exchange, the Company is
      not
      required to obtain any consent, waiver, authorization or order of, give any
      notice to, or make any filing or registration with, any court or other federal,
      state, local or other governmental authority or other Person in connection
      with
      the execution, delivery and performance by the Company of the Transaction
      Documents other than (i) the filing with the Commission of the Registration
      Statement in accordance with the requirements of the Registration Rights
      Agreement, (ii) the filing of a Form D with the Commission and such filings
      required by state securities laws, which the Company will promptly, and in
      any
      event prior to the Effectiveness Date under the Registration Statement, make,
      (iii) the application(s) to each Trading Market for the listing of the shares
      of
      Common Stock to be sold hereunder for trading thereon in the time and manner
      required thereby, (iv) the filings required in accordance with Section 4.4,
      and
      (v) such other filings as may be required following the Closing Date under
      the
      Securities Act and the Exchange Act.

    


    (e) Issuance
      of the Securities.
      The
      Shares have been duly authorized and, when issued and paid for in accordance
      with the Transaction Documents, will be duly and validly issued, fully paid
      and
      nonassessable, free and clear of all Liens. The Company has reserved from its
      duly authorized capital stock all of the Shares issuable pursuant to this
      Agreement.

    


    (f) Capitalization.
      The
      capitalization of the Company conforms as to legal matters to the description
      thereof contained in the Company’s most recent periodic report filed with the
      Commission and in the Proxy Statement. No securities of the Company are entitled
      to preemptive or similar rights, and no Person has any right of first refusal,
      preemptive right, right of participation, or any similar right to participate
      in
      the transactions contemplated by the Transaction Documents. Except as a result
      of the purchase and sale of the Shares and except as described in the SEC
      Reports, there are no outstanding options, warrants, scrip rights to subscribe
      to, calls or commitments of any character whatsoever relating to, or securities,
      rights or obligations convertible into or exercisable or exchangeable for,
      or
      giving any Person any right to subscribe for or acquire, any shares of Common
      Stock, or contracts, commitments, understandings or arrangements by which the
      Company is or may become bound to issue additional shares of Common Stock,
      or
      securities or rights convertible, exercisable or exchangeable into shares of
      Common Stock. The issue and sale of the Shares will not obligate the Company
      to
      issue shares of Common Stock or other securities to any Person (other than
      the
      Investors) and will not result in a right of any holder of Company securities
      to
      adjust the exercise, conversion, exchange or reset price under such
      securities.

    


    (g) SEC
      Reports; Financial Statements.
      The
      Company has filed all reports required to be filed by it under the Securities
      Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
      for the twelve months preceding the date hereof (or such shorter period as
      the
      Company was required by law to file such reports) (the foregoing materials
      being
      collectively referred to herein as the "SEC
      Reports"
      and,
      together with the Schedules to this Agreement (if any), the "Disclosure
      Materials")
      on a
      timely basis or has timely filed a valid extension of such time of filing and
      has filed any such SEC Reports prior to the expiration of any such extension.
      As
      of their respective dates, the SEC Reports complied in all material respects
      with the requirements of the Securities Act and the Exchange Act and the rules
      and regulations of the Commission promulgated thereunder, and none of the SEC
      Reports, when filed, contained any untrue statement of a material fact or
      omitted to state a material fact required to be stated therein or necessary
      in
      order to make the statements therein, in light of the circumstances under which
      they were made, not misleading. The financial statements of the Company included
      in the SEC Reports comply in all material respects with the rules and
      regulations of the Commission with respect thereto as in effect at the time
      of
      filing. Such financial statements have been prepared in accordance with United
      States generally accepted accounting principles applied on a consistent basis
      during the periods involved ("GAAP"),
      except
      as may be otherwise specified in such financial statements or the notes thereto
      and except that unaudited financial statements may not contain all footnotes
      required by GAAP, and fairly present in all material respects the financial
      position of the Company and its consolidated subsidiaries as of and for the
      dates thereof and the results of operations and cash flows for the periods
      then
      ended, subject, in the case of unaudited statements, to normal, immaterial,
      year-end audit adjustments. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (h) Material
      Changes.
      Since
      the date of the latest audited financial statements included within the SEC
      Reports, except as specifically disclosed in the SEC Reports, (i) there has
      been
      no event, occurrence or development that has had or that could reasonably be
      expected to result in a Material Adverse Effect, (ii) the Company has not
      incurred any liabilities (contingent or otherwise) other than (A) trade payables
      and accrued expenses incurred in the ordinary course of business consistent
      with
      past practice and (B) liabilities not required to be reflected in the Company's
      financial statements pursuant to GAAP or required to be disclosed in filings
      made with the Commission, (iii) the Company has not altered its method of
      accounting or the identity of its auditors, (iv) the Company has not declared
      or
      made any dividend or distribution of cash or other property to its shareholders
      or purchased, redeemed or made any agreements to purchase or redeem any shares
      of its capital stock, and (v) the Company has not issued any equity securities
      to any officer, director or Affiliate, except pursuant to existing Company
      stock
      option plans. The Company does not have pending before the Commission any
      request for confidential treatment of information.

    


    (i) Litigation.
      There
      is no Action which (i) adversely affects or challenges the legality, validity
      or
      enforceability of any of the Transaction Documents or the Shares or (ii) except
      as set forth in the SEC Reports, could, if there were an unfavorable decision,
      individually or in the aggregate, have or reasonably be expected to result
      in a
      Material Adverse Effect. Neither the Company, nor any director or officer
      thereof, is or has been the subject of any Action involving a claim of violation
      of or liability under federal or state securities laws or a claim of breach
      of
      fiduciary duty. There has not been, and to the knowledge of the Company, there
      is not pending or contemplated, any investigation by the Commission involving
      the Company or any current or former director or officer of the Company. The
      Commission has not issued any stop order or other order suspending the
      effectiveness of any registration statement filed by the Company under the
      Exchange Act or the Securities Act.

    


    (j) Compliance.
      The
      Company (i) is not in default under or in violation of (and no event has
      occurred that has not been waived that, with notice or lapse of time or both,
      would result in a default by the Company under), nor has the Company received
      notice of a claim that it is in default under or that it is in violation of,
      any
      indenture, loan or credit agreement or any other agreement or instrument to
      which it is a party or by which it or any of its properties is bound (whether
      or
      not such default or violation has been waived), (ii) is in violation of any
      order of any court, arbitrator or governmental body, or (iii) is or has been
      in
      violation of any statute, rule or regulation of any governmental authority,
      including without limitation all foreign, federal, state and local laws
      applicable to its business. 

    


    (k) Private
      Placement.
      Assuming the accuracy of the Investors’ representations and warranties set forth
      in Section 3.2, no registration under the Securities Act is required for the
      offer and sale of the Shares by the Company to the Investors as contemplated
      hereby. Upon satisfaction of the condition set forth in Section 2.2(c) hereof
      with respect to shareholders approval of the issuance of the Shares, the
      issuance and sale of the Shares hereunder will not contravene the rules and
      regulations of the Trading Market.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (l) Listing
      and Maintenance Requirements.
      The
      Company has not received any notice from any Trading Market to the effect that
      the Company is not in compliance with the listing or maintenance requirements
      thereof. The Company is, and has no reason to believe that it will not in the
      foreseeable future continue to be, in compliance with the listing and
      maintenance requirements for continued listing of the Common Stock on the
      applicable Trading Market, including the Eligibility Rules thereunder. Upon
      satisfaction of the condition set forth in Section 2.2(c) hereof with respect
      to
      shareholders approval of the issuance of the Shares, the issuance and sale
      of
      the Shares under the Transaction Documents does not contravene the rules and
      regulations of the Trading Market on which the Common Stock is currently listed
      or quoted.

    


    (m) Registration
      Rights.
      Other
      than each of the Investors, and as disclosed in the SEC Reports, no Person
      has
      any right to cause the Company to effect the registration under the Securities
      Act of any securities of the Company.

    


    3.2 Representations
      and Warranties of the Investors.
      Each
      Investor hereby, for itself and for no other Investor, represents and warrants
      as of the date hereof and as of the Closing Date to the Company as
      follows:

    


    (a) Organization;
      Authority.
      Such
      Investor is an entity duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with the requisite
      corporate or partnership power and authority to enter into and to consummate
      the
      transactions contemplated by the applicable Transaction Documents and otherwise
      to carry out its obligations thereunder. The execution, delivery and performance
      by such Investor of the transactions contemplated by this Agreement has been
      duly authorized by all necessary corporate or, if such Investor is not a
      corporation, such partnership, limited liability company or other applicable
      like action, on the part of such Investor. Each of this Agreement and the
      Registration Rights Agreement has been duly executed by such Investor, and
      when
      delivered by such Investor in accordance with terms hereof, will constitute
      the
      valid and legally binding obligation of such Investor, enforceable against
      it in
      accordance with its terms, except (i) as limited by applicable bankruptcy,
      insolvency, reorganization, or similar laws relating to or affecting the
      enforcement of creditors’ rights generally and (ii) as limited by equitable
      principles generally.

    


    (b) Investment
      Intent.
      Such
      Investor understands that the Shares are “restricted securities” and have not
      been registered under the Securities Act or any applicable state securities
      law
      and is acquiring the Shares as principal for its own account for investment
      purposes only and not with a present view to or for distributing or reselling
      such Shares or any part thereof, has no present intention of distributing any
      of
      such Shares and has no arrangement or understanding with any other person or
      persons regarding the distribution of such Shares (this representation and
      warranty not limiting such Investor’s right to sell the Shares pursuant to the
      Registration Statement or otherwise in compliance with applicable federal and
      state securities laws). Such Investor has not engaged, during the one month
      prior to the date of this Agreement, in any short sales with respect to the
      Common Stock. The Investor further represents that, between the time it became
      aware of the transactions contemplated by this Agreement and the public
      announcement of this Agreement or the termination hereof, it has not engaged
      and
      will not engage in any trades, whether purchases, sales, short sales or
      otherwise, with respect to the Common Stock.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (c) Investor
      Status/Residence.
      At the
      time such Investor was offered the Shares, it was, and at the date hereof it
      is
      (a) an “accredited investor” as defined in Rule 501(a) under the Securities Act,
      and/or (b) not a U.S. Person as defined in Regulation S under the Securities
      Act. Such Investor is not a registered broker-dealer under Section 15 of the
      Exchange Act. 

    


    (d) Experience
      of Such Investor.
      Such
      Investor, either alone or together with its representatives, has such knowledge,
      sophistication and experience in business and financial matters so as to be
      capable of evaluating the merits and risks of the prospective investment in
      the
      Shares, and has so evaluated the merits and risks of such investment. Such
      Investor is able to bear the economic risk of an investment in the Shares and
      is
      able to afford a complete loss of such investment.

    


    (e) General
      Solicitation.
      Such
      Investor is not purchasing the Shares as a result of any advertisement, article,
      notice or other communication regarding the Shares published in any newspaper,
      magazine or similar media or broadcast over television or radio or presented
      at
      any seminar or any other general solicitation or general
      advertisement.

    


    (f) Access
      to Information.
      Such
      Investor acknowledges that it has reviewed the Disclosure Materials and has
      been
      afforded (i) the opportunity to ask such questions as it has deemed necessary
      of, and to receive answers from, representatives of the Company concerning
      the
      terms and conditions of the offering of the Shares and the merits and risks
      of
      investing in the Shares; (ii) access to information about the Company and their
      respective financial condition, results of operations, business, properties,
      management and prospects sufficient to enable it to evaluate its investment;
      and
      (iii) the opportunity to obtain such additional information that the Company
      possesses or can acquire without unreasonable effort or expense that is
      necessary to make an informed investment decision with respect to the
      investment. Neither such inquiries nor any other investigation conducted by
      or
      on behalf of such Investor or its representatives or counsel shall modify,
      amend
      or affect such Investor's right to rely on the truth, accuracy and completeness
      of the Disclosure Materials and the Company's representations and warranties
      contained in the Transaction Documents.

    


    (g) Independent
      Investment Decision.
      Such
      Investor has independently evaluated the merits of its decision to purchase
      Shares pursuant to this Agreement, such decision has been independently made
      by
      such Investor and such Investor confirms that it has only relied on the advice
      of its own business and/or legal counsel and not on the advice of any other
      Investor’s business and/or legal counsel in making such decision.

    


    (h) No
      Tax
      or Legal Advice.
      Such
      Investor understands that nothing in this Agreement, any other Transaction
      Document or any other materials presented to such Investor in connection with
      the purchase and sale of the Shares constitutes legal, tax or investment advice.
      Such Investor has consulted such legal, tax and investment advisors as it,
      in
      its sole discretion, has deemed necessary or appropriate in connection with
      its
      purchase of Shares.

    


    (i) Short
      Sales.
      Each
      Investor represents that from the date that it was approached to participate
      in
      the transaction contemplated by this Agreement through the Closing Date, neither
      it nor its affiliates have engaged in any trades with respect to, or made any
      net Short Sales of, or granted any option for the purchase of or entered into
      any hedging or similar transaction with the same economic effect as a net Short
      Sale of the Common Stock. For the purposes of this Agreement, “Short Sale” by an
      Investor means a sale of Common Stock that is marked as a short sale and that
      is
      executed at a time when such Investor has no equivalent offsetting long position
      in the Common Stock, exclusive of the Shares. For purposes of determining
      whether an Investor has an equivalent offsetting long position in the Common
      Stock, all Common Stock that would be issuable upon exercise in full of all
      options then held by such Investor (assuming that such options were then fully
      exercisable, notwithstanding any provisions to the contrary, and giving effect
      to any exercise price adjustments scheduled to take effect in the future) shall
      be deemed to be held long by such Investor.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    The
      Company acknowledges and agrees that each Investor does not make or has not
      made
      any representations or warranties with respect to the transactions contemplated
      hereby other than those specifically set forth in this Section 3.2.

    


    ARTICLE
      IV.

    OTHER
      AGREEMENTS OF THE PARTIES

    


    4.1 Transfer;
      Lock-Up.

    


    (a) Securities
      may only be disposed of in compliance with state and federal securities laws.
      In
      connection with any transfer of the Shares other than pursuant to an effective
      registration statement, to the Company, to an Affiliate of an Investor or in
      connection with a pledge as contemplated in Section 4.1(b), the Company may
      require the transferor thereof to provide to the Company an opinion of counsel,
      the form and substance of which opinion shall be reasonably satisfactory to
      the
      Company, to the effect that such transfer does not require registration of
      such
      transferred Shares under the Securities Act. As a condition of transfer, any
      such transferee shall agree in writing to be bound by the terms of this
      Agreement and shall have the rights of an Investor under this Agreement and
      the
      Registration Rights Agreement.

    


    (b) Each
      Investor hereby agrees that, without the prior written consent of the Company,
      it will not, directly or indirectly, offer, sell, agree to offer or sell,
      solicit offers to purchase, grant any call option or purchase any put option
      with respect to, pledge, borrow or otherwise dispose of any of the Shares and
      (b) will not establish or increase any “put equivalent position” or liquidate or
      decrease any “call equivalent position” with respect to any of the Shares (in
      each case within the meaning of Section 16 of the Exchange Act, or otherwise
      enter into any swap, derivative or other transaction or arrangement that
      transfers to another, in whole or in part, any economic consequence of ownership
      of any of the Shares, whether or not such transaction is to be settled by
      delivery of Shares, other securities, cash only, for a period of one hundred
      and
      eighty (180) days commencing on the date of issuance of the Shares; provided,
      however, that, notwithstanding the foregoing, the Investors shall be permitted
      to transfer all or any portion of the Shares among themselves or to any
      Affiliate; provided, further, that prior to any such transfer, the transferor,
      at its expense, shall provide to the Company an opinion of counsel reasonably
      acceptable to the Company to the effect that that such transfer would not
      require registration under the Securities Act. Each Investor hereby further
      agrees to cause each holder of Shares to enter into a lock-up agreement giving
      effect to the provisions of this Section 4.1(b) immediately upon such holder’s
      acquisition of the Shares.

    


    (c) Certificates
      evidencing the Shares will contain the following legend, until such time as
      they
      are not required under Section 4.1(d):

    


    THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
      1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED
      OR
      SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
      ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
      TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, UPON REQUEST,
      DELIVERY OF AN OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
      SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
      NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED TO A FINANCIAL
      INSTITUTION LENDER AS COLLATERAL FOR A LOAN.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    The
      Company acknowledges and agrees that an Investor may from time to time pledge,
      and/or grant a security interest in some or all of the Shares as a bona fide
      pledge to a financial institution lender as collateral for a loan, including
      pursuant to a bona fide margin agreement in connection with a bona fide margin
      account and, if required under the terms of such agreement or account, such
      Investor may transfer pledged or secured Shares to the pledgees or secured
      parties. Such a pledge or transfer would not be subject to approval or consent
      of the Company and no legal opinion of legal counsel to the pledgee, secured
      party or pledgor shall be required in connection with the pledge, but such
      legal
      opinion may be required in connection with a subsequent transfer following
      default by the Investor transferee of the pledge. No notice shall be required
      of
      such pledge. At the appropriate Investor’s expense, the Company will execute and
      deliver such reasonable documentation as a pledgee or secured party of Shares
      may reasonably request in connection with a pledge or transfer of the Shares
      including the preparation and filing of any required prospectus supplement
      under
      Rule 424(b)(3) of the Securities Act or other applicable provision of the
      Securities Act to appropriately amend the list of Selling Stockholders
      thereunder.

    


    (d) Certificates
      evidencing the Shares shall not contain any legend (including the legend set
      forth in Section 4.1(c)): (i) following a sale of such Shares pursuant to an
      effective registration statement (including the Registration Statement) so
      long
      as the purchaser of the Shares is not an Affiliate of the Company, or (ii)
      following a sale of such Shares pursuant to Rule 144, or (iii) while such Shares
      are eligible for sale under Rule 144(k), or (iv) if such legend is not required
      under applicable requirements of the Securities Act (including judicial
      interpretations and pronouncements issued by the Staff of the Commission)
      provided in the case of (iv), however, that the beneficial owner of the Shares
      is not an Affiliate of the Company. Following such time as restrictive legends
      are not required to be placed on certificates representing Shares, the Company
      will, not later than five Trading Days following the delivery by an Investor
      to
      the Company or the Company's transfer agent of a certificate representing such
      Shares containing a restrictive legend, deliver or cause to be delivered to
      such
      Investor a certificate representing such Shares that is free from all
      restrictive and other legends. The Company may not make any notation on its
      records or give instructions to any transfer agent of the Company that enlarge
      the restrictions on transfer set forth in this Section.

    


    4.2 Furnishing
      of Information.
      As long
      as any Investor owns the Shares, the Company covenants to timely file (or obtain
      extensions in respect thereof and file within the applicable grace period)
      all
      reports required to be filed by the Company after the date hereof pursuant
      to
      the Exchange Act. As long as any Investor owns Shares, if the Company is not
      required to file reports pursuant to such laws, it will prepare and furnish
      to
      the Investors and make publicly available in accordance with Rule 144(c) such
      information as is required for the Investors to sell such Shares under Rule
      144.
      The Company further covenants that it will take such further action as any
      holder of Shares may reasonably request, all to the extent required from time
      to
      time to enable such Person to sell such Shares without registration under the
      Securities Act within the limitation of the exemptions provided by Rule
      144.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    4.3 Integration.
      The
      Company shall not sell, offer for sale or solicit offers to buy or otherwise
      negotiate in respect of any security (as defined in Section 2 of the Securities
      Act) that would be integrated with the offer or sale of the Shares in a manner
      that would require the registration under the Securities Act of the sale of
      the
      Shares to the Investors, or that would be integrated with the offer or sale
      of
      the Shares for purposes of the rules and regulations of any Trading
      Market.

    


    4.4 Securities
      Laws Disclosure; Publicity.
      No
      later than 5:30 p.m. (New York time) on the second Business Day following the
      date of this Agreement, the Company shall issue a press release reasonably
      acceptable to the Investors disclosing the transactions contemplated by the
      Master Agreement and hereby and file a Current Report on Form 8-K disclosing
      the
      material terms of the transactions contemplated thereby and hereby. In addition,
      the Company will make such other filings and notices in the manner and time
      required by the Commission and the Trading Market on which the Common Stock
      is
      listed.

    


    4.5 Non-Public
      Information.
      The
      Company covenants and agrees that neither it nor any other Person acting on
      its
      behalf will provide any Investor or its agents or counsel with any information
      that the Company believes constitutes material non-public information, unless
      prior thereto such Investor shall have executed a written agreement regarding
      the confidentiality and use of such information. The Company understands and
      confirms that each Investor shall be relying on the foregoing representations
      in
      effecting transactions in securities of the Company. 

    


    4.6 Use
      of Proceeds.
      The
      Company shall use the net proceeds from the sale of the Shares hereunder as
      described in the Company’s Proxy Statement.

    


    4.7 Reservation
      of Stock.
      As of
      the date hereof, the Company has reserved and the Company shall continue to
      reserve and keep available at all times, free of preemptive rights, a sufficient
      number of shares of Common Stock for the purpose of enabling the Company to
      issue Shares pursuant to this Agreement.

    


    4.8 Listing
      of Common Stock.
      The
      Company hereby agrees to use commercially reasonably efforts to maintain the
      listing of the Common Stock on the Trading Market, and as soon as reasonably
      practicable following the Closing (but not later than the earlier of the
      Effective Date applicable to such Shares and the three (3) month anniversary
      of
      the Closing Date) to list the applicable Shares on the Trading Market. The
      Company further agrees, if the Company applies to have the Common Stock traded
      on any other Trading Market, it will include in such application the Common
      Stock sold hereunder.

    


    ARTICLE
      V.

    MISCELLANEOUS

    


    5.1 Fees
      and Expenses.
      Each
      Investor and the Company shall pay the fees and expenses of its own advisers,
      counsel, accountants and other experts, if any, and all other expenses incurred
      by such party incident to the negotiation, preparation, execution, delivery
      and
      performance of the Transaction Documents. The Company shall pay all stamp and
      other taxes and duties levied in connection with the issuance of the Shares
      under this Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    5.2 Entire
      Agreement.
      The
      Transaction Documents, together with the Exhibits and Schedules thereto, and
      the
      Master Agreement contain the entire understanding of the parties with respect
      to
      the subject matter hereof and supersede all prior agreements and understandings,
      oral or written, with respect to such matters, which the parties acknowledge
      have been merged into such documents, exhibits and schedules. 

    


    5.3 Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number specified in this Section
      prior to 6:30 p.m. (New York City time) on a Trading Day, (b) the next Trading
      Day after the date of transmission, if such notice or communication is delivered
      via facsimile at the facsimile number specified in this Section on a day that
      is
      not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading
      Day, (c) the Trading Day following the date of mailing, if sent by U.S.
      nationally recognized overnight courier service, or (d) upon actual receipt
      by
      the party to whom such notice is required to be given. The address for such
      notices and communications shall be as follows:

    


    
      	
            	If
              to the Company:	
              Oceanaut,
                Inc.

              
                17th
                  Km
                  National Road Athens-Lamia & Finikos Street

                145
                  64 Nea Kifisia

                Athens,
                  Greece

                Facsimile:
                  +30-210-620-9528

                Attention:
                  Chief Executive Officer

              

            


      	 	 	 


      	 	With a copy to:	
              Mintz,
                Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

              666
                Third Avenue

              New
                York, NY 10017

              Attn:
                Kenneth R. Koch, Esq.

              Facsimile:
                (212) 983-3115

            


      	 	 	 


      	 	If to an
              Investor:	
              To
                the address set forth under such Investor's name

              on
                the signature pages hereof;

            


      	 	 	 


      	 	With a copy to:	
              Seward
                & Kissel LLP

              One
                Battery Park Plaza

              New
                York, New York 10004

              Attn:
                Robert E. Lustrin, Esq.

              Facsimile:
                (212) 480-8421

            


    

    
       

    

    or
      such
      other address as may be designated in writing hereafter, in the same manner,
      by
      such Person.

    


    5.4 Amendments;
      Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed by the Company and a majority-in-interest of the Investors.
      No
      waiver of any default with respect to any provision, condition or requirement
      of
      this Agreement shall be deemed to be a continuing waiver in the future or a
      waiver of any subsequent default or a waiver of any other provision, condition
      or requirement hereof, nor shall any delay or omission of either party to
      exercise any right hereunder in any manner impair the exercise of any such
      right.

    


    5.5 Construction.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof. The language used in this Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rules of strict
      construction will be applied against any party. This Agreement shall be
      construed as if drafted jointly by the parties, and no presumption or burden
      of
      proof shall arise favoring or disfavoring any party by virtue of the authorship
      of any provisions of this Agreement or any of the Transaction
      Documents.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    5.6 Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns. The Company may not assign this
      Agreement or any rights or obligations hereunder without the prior written
      consent of the Investors. Any Investor may assign any or all of its rights
      under
      this Agreement to any Person to whom such Investor assigns or transfers any
      Shares, provided such transferee agrees in writing to be bound, with respect
      to
      the transferred Shares, by the provisions hereof that apply to the
      "Investors."

    


    5.7 No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person, except as otherwise set
      forth
      in Section 4.8 (as to each Investor Party).

    


    5.8 Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party agrees that all Proceedings
      concerning the interpretations, enforcement and defense of the transactions
      contemplated by this Agreement and any other Transaction Documents (whether
      brought against a party hereto or its respective Affiliates, employees or
      agents) may be commenced non-exclusively in the state and federal courts sitting
      in the City of New York, Borough of Manhattan (the “New
      York Courts”).
      Each
      party hereto hereby irrevocably submits to the non-exclusive jurisdiction of
      the
      New York Courts for the adjudication of any dispute hereunder or in connection
      herewith or with any transaction contemplated hereby or discussed herein
      (including with respect to the enforcement of the any of the Transaction
      Documents), and hereby irrevocably waives, and agrees not to assert in any
      Proceeding, any claim that it is not personally subject to the jurisdiction
      of
      any such New York Court, or that such Proceeding has been commenced in an
      improper or inconvenient forum. Each party hereto hereby irrevocably waives
      personal service of process and consents to process being served in any such
      Proceeding by mailing a copy thereof via registered or certified mail or
      overnight delivery (with evidence of delivery) to such party at the address
      in
      effect for notices to it under this Agreement and agrees that such service
      shall
      constitute good and sufficient service of process and notice thereof. Nothing
      contained herein shall be deemed to limit in any way any right to serve process
      in any manner permitted by law. Each party hereto hereby irrevocably waives,
      to
      the fullest extent permitted by applicable law, any and all right to trial
      by
      jury in any legal proceeding arising out of or relating to this Agreement or
      the
      transactions contemplated hereby. If either party shall commence a Proceeding
      to
      enforce any provisions of a Transaction Document, then the prevailing party
      in
      such Proceeding shall be reimbursed by the other party for its attorney’s fees
      and other costs and expenses incurred with the investigation, preparation and
      prosecution of such Proceeding.

    


    5.9 Survival.
      The
      representations, warranties, agreements and covenants contained herein shall
      survive the Closing and the delivery of the Shares.

    


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

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    5.11 Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement shall not in any way be affected or impaired thereby and
      the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute therefor, and upon so agreeing, shall incorporate such
      substitute provision in this Agreement.

    


    5.12 Replacement
      of Securities.
      If any
      certificate or instrument evidencing any Shares is mutilated, lost, stolen
      or
      destroyed, the Company shall issue or cause to be issued in exchange and
      substitution for and upon cancellation thereof, or in lieu of and substitution
      therefor, a new certificate or instrument, but only upon receipt of evidence
      reasonably satisfactory to the Company of such loss, theft or destruction and
      customary and reasonable indemnity, if requested. The applicants for a new
      certificate or instrument under such circumstances shall also pay any reasonable
      third-party costs associated with the issuance of such replacement Shares.
      If a
      replacement certificate or instrument evidencing any Shares is requested due
      to
      a mutilation thereof, the Company may require delivery of such mutilated
      certificate or instrument as a condition precedent to any issuance of a
      replacement.

    


    5.13 Remedies.
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of the Investors and the Company will
      be entitled to specific performance under the Transaction Documents. The parties
      agree that monetary damages may not be adequate compensation for any loss
      incurred by reason of any breach of obligations described in the foregoing
      sentence and hereby agrees to waive in any action for specific performance
      of
      any such obligation the defense that a remedy at law would be
      adequate.

    


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

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Investment Agreement to be duly executed by
      their respective authorized signatories as of the date first indicated
      above.

     

     

    
      	 	
              OCEANAUT,
                INC.

              


              By:
                /s/
                Christopher Georgakis

              Name:
                Christopher C. Georgakis

              Title:
                President and Chief Executive
                Officer

            


    

    


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

     

     

    
      Signature
        page to 

      Investment
        Agreement dated as of October 12, 2007


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


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

     

     

    
      	 	
              UNITED
                CAPITAL INVESTMENT CORP.

              


              By:
                /s/ Evan J. Breibart

              Name:
                Evan J. Breibart

              
                Title:
                  Attorney-in-fact

              

              


              Number
                of Shares: 2,578,125

              Investment
                Amount: $20,625,000

              Address
                for Notice: 11 Poseidonos Avenue, 16777 Elliniko, 

              Athens,
                Greece.

              


              
ATRION
                SHIPHOLDING S.A.

              


              By:
                /s/ Evan J. Breibart

              Name:
                Evan J. Breibart  

              
                Title:
                  Attorney-in-fact

              

              


              Number
                of Shares: 2,578,125

              Investment
                Amount: $20,625,000

              


              Address
                for Notice: 11 Poseidonos Avenue, 16777 Elliniko, 

              Athens,
                Greece.

              


              
PLAZA
                SHIPHOLDING CORP.

              


              By:
                /s/ Evan J. Breibart

              Name:
                Evan J. Breibart  

              
                Title:
                  Attorney-in-fact

              

              


              Number
                of Shares: 2,578,125

              Investment
                Amount: $20,625,000

              


              Address
                for Notice: 11 Poseidonos Avenue, 16777 Elliniko, 

              Athens,
                Greece.

            


    

    

      Signature
        page to 

      Investment
        Agreement dated as of October 12, 2007

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              COMET
                SHIPHOLDING INC.

               

              By:
                /s/ Evan J. Breibart

              Name:
                Evan J. Breibart  

              
                Title:
                  Attorney-in-fact

              

              
                 

              

              Number
                of Shares: 2,578,125

              Investment
                Amount: $20,625,000

              


              Address
                for Notice: 11 Poseidonos Avenue, 16777 Elliniko, 

              Athens,
                Greece.

              


            


    



    Signature
      page to 

    Investment
      Agreement dated as of October 12, 2007


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    FORM
      OF 

    REGISTRATION
      RIGHTS AGREEMENT