Corporate Opportunities Agreement

RIGHT OF FIRST REFUSAL AND

CORPORATE OPPORTUNITIES AGREEMENT

THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of                      , 2007 by and between Oceanaut, Inc., a Marshall Islands corporation (the “Company”), and Excel Maritime Carriers Ltd., a Liberian corporation (“Excel”) in connection with the Company’s proposed public offering of Units in the United States pursuant to a registration statement, on Form F-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).

RECITALS

WHEREAS, Excel is a significant shareholder in the Company and the Company and Excel share certain officers and directors; and

WHEREAS, because each of the Company and Excel will be seeking business opportunities in the shipping industry, the parties have made this Agreement to clarify the business opportunities for which each party shall have the right of first refusal.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Right of First Refusal. For the term specified in Section 2 of this Agreement, each party agrees to grant to such other party (i) in its certificate of incorporation or equivalent document or (ii) by action of its board of directors, a right of first refusal to any corporate opportunities belonging to it that concern a Business Combination (as defined herein) as follows:

(a) Excel shall have a right of first refusal for corporate opportunities in the dry bulk sector of the shipping industry as described in the Registration Statement; and

(b) The Company shall have a right of first refusal with respect to corporate opportunities in all other sectors of the shipping industry as described in the Registration Statement.

Decisions by the Company to release Excel to pursue any corporate opportunity outside of the dry bulk sector will be made by a majority of the Company’s independent directors. Decisions by Excel to release the Company to pursue a corporate opportunity in the dry bulk sector will be made by a majority of Excel’s independent directors.