0000950136-08-000076 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 9th, 2008 • First Class Navigation CORP • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of [ ], 2007, by and among First Class Navigation Corporation, a Marshall Islands corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

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First Class Navigation Corporation Athens, Greece Dahlman Rose & Co., LLC New York, New York 10019 Ladenburg Thalmann & Co. Inc. New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:
First Class Navigation CORP • January 9th, 2008

The undersigned agrees to serve as director of First Class Navigation Corporation, a Marshall Islands corporation (the “Company”), on the following terms and conditions (certain capitalized terms used herein are defined in Schedule 1 hereto):

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • January 9th, 2008 • First Class Navigation CORP • New York

This Agreement is made as of [_____________], 2007, by and between First Class Navigation Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).

WARRANT AGREEMENT
Warrant Agreement • January 9th, 2008 • First Class Navigation CORP • New York

This Warrant Agreement made as of [__], 2007, between First Class Navigation Corporation, a Marshall Islands corporation with offices at 22 Ethnikis Antistaseos Street, 152 32 Halandri, Athens, Greece (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).

WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • January 9th, 2008 • First Class Navigation CORP • New York

THIS WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this ____ day of ___________, 2007, between First Class Navigation Corporation, a Marshall Islands corporation (the “Company”), and First Fleet Ltd. (the “Purchaser”).

STOCK ESCROW AGREEMENT
Stock Escrow Agreement • January 9th, 2008 • First Class Navigation CORP • New York

THIS STOCK ESCROW AGREEMENT, dated as of [_], 2007 (the “Agreement”), by and among FIRST CLASS NAVIGATION CORPORATION, a Marshall Islands corporation (the “Company”), FIRST FLEET LTD., a Marshall Islands corporation (the “Initial Shareholder”), the undersigned parties listed under First Fleet Shareholders on the signature page hereto (collectively, the “First Fleet Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).

First Class Navigation Corporation Athens, Greece Dahlman Rose & Co., LLC New York, New York 10019 Ladenburg Thalmann & Co. Inc. New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:
First Class Navigation CORP • January 9th, 2008

The undersigned agrees to serve as director of First Class Navigation Corporation, a Marshall Islands corporation (the “Company”), on the following terms and conditions (certain capitalized terms used herein are defined in Schedule 1 hereto):

First Class Navigation Corporation Athens, Greece Dahlman Rose & Co., LLC New York, New York 10019 Ladenburg Thalmann & Co. Inc. New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:
First Class Navigation CORP • January 9th, 2008

The undersigned agrees to serve as director of First Class Navigation Corporation, a Marshall Islands corporation (the “Company”), on the following terms and conditions (certain capitalized terms used herein are defined in Schedule 1 hereto):

FIRST CLASS NAVIGATION CORPORATION
First Class Navigation CORP • January 9th, 2008
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