0000950136-08-003044 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 11th, 2008 • First Class Navigation CORP • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of [ ], 2008, 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 (a Marshall Islands corporation) 12,500,000 Units UNDERWRITING AGREEMENT
Underwriting Agreement • June 11th, 2008 • First Class Navigation CORP • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • June 11th, 2008 • First Class Navigation CORP • Blank checks • 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 • June 11th, 2008 • First Class Navigation CORP • Blank checks • New York

This Warrant Agreement made as of [__], 2008, 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 • June 11th, 2008 • First Class Navigation CORP • Blank checks • New York

THIS WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this ____ day of ___________, 2008, between First Class Navigation Corporation, a Marshall Islands corporation (the “Company”), and First Fleet Ltd. (the “Purchaser”).

STOCK ESCROW AGREEMENT
Stock Escrow Agreement • June 11th, 2008 • First Class Navigation CORP • Blank checks • New York

THIS STOCK ESCROW AGREEMENT, dated as of [_], 2008 (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”).

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