Top Tankers Inc. Sample Contracts

FORM OF COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • February 16th, 2023 • Top Ships Inc. • Deep sea foreign transportation of freight • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 16, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Top Ships Inc., a Marshall Islands corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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Indenture • August 1st, 2005 • Top Tankers Inc. • Deep sea foreign transportation of freight • New York
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FORM OF CLASS C COMMON STOCK PURCHASE WARRANT
Warrant Agreement • October 20th, 2022 • Top Ships Inc. • Deep sea foreign transportation of freight • New York

THIS CLASS C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Top Ships Inc., a Marshall Islands corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Hold

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FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT TOP SHIPS INC.
Pre-Funded Common Stock Purchase Warrant • February 16th, 2023 • Top Ships Inc. • Deep sea foreign transportation of freight • New York

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Top Ships Inc., a Marshall Islands corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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COMMON STOCK PURCHASE WARRANT TOP SHIPS INC.
Common Stock Purchase Warrant • October 11th, 2022 • Top Ships Inc. • Deep sea foreign transportation of freight

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 7, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Top Ships Inc., a Republic of the Marshall Islands corporation (the “Company”), up to _____ common shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company, par value $0.01 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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Exhibit 4.67 Private & Confidential DATED 16 JUNE 2006 SUPPLEMENTAL AGREEMENT relating to a memorandum of agreement dated 14 March 2006 in relation to m.v. Faithful
Supplemental Agreement • April 20th, 2007 • Top Tankers Inc. • Deep sea foreign transportation of freight • Marshall Islands
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Guarantee
Guarantee • April 20th, 2007 • Top Tankers Inc. • Deep sea foreign transportation of freight
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TOP Ships Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent Warrant Agency Agreement Dated as of December 6, 2022 WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • December 14th, 2022 • Top Ships Inc. • Deep sea foreign transportation of freight • Delaware

WARRANT AGENCY AGREEMENT, dated as of December 6, 2022 (“Agreement”), between TOP Ships Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST” or the “Warrant Agent”).

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UNDERWRITING AGREEMENT between TOP SHIPS, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters
Underwriting Agreement • June 4th, 2014 • Top Ships Inc. • Deep sea foreign transportation of freight • New York

The undersigned, Top Ships, Inc., a corporation formed under the laws of the Republic of The Marshall Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • December 14th, 2022 • Top Ships Inc. • Deep sea foreign transportation of freight • New York
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Exhibit 4.45 MEMORANDUM OF AGREEMENT Dated: 14/03/2006 PAGEON SHIPPING COMPANY LIMITED of Limassol, Cyprus Hereinafter called the Sellers, have agreed to sell, and COMOROS SHIPPING LIMITED of Nicosia, Cyprus Hereinafter called the Buyers, have agreed...
Memorandum of Agreement • April 20th, 2007 • Top Tankers Inc. • Deep sea foreign transportation of freight • London
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 24th, 2018 • Top Ships Inc. • Deep sea foreign transportation of freight • New York

This Securities Purchase Agreement (this "Agreement") is dated as of October 24, 2018, between Top Ships Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

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TOP TANKERS INC., as Borrower, BY
Credit Facility Agreement • April 13th, 2006 • Top Tankers Inc. • Deep sea foreign transportation of freight • New York
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Indenture • August 1st, 2005 • Top Tankers Inc. • Deep sea foreign transportation of freight • New York
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COMMON STOCK PURCHASE WARRANT TOP SHIPS, INC.
Common Stock Purchase Warrant • October 24th, 2018 • Top Ships Inc. • Deep sea foreign transportation of freight • New York

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, [ ] or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on February [__], 2019 (the "Termination Date") but not thereafter, to subscribe for and purchase from Top Ships, Inc., a Republic of the Marshall Islands corporation (the "Company"), up to [3,500,000 ] shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 16th, 2023 • Top Ships Inc. • Deep sea foreign transportation of freight • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 14, 2023, between Top Ships Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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TOP SHIPS INC. Up to US$5,800,000 of Common Shares EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • May 24th, 2024 • Top Ships Inc. • Deep sea foreign transportation of freight • New York

Top Ships Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as sales agent, common shares of the Company, par value $0.01 per share (the “Common Shares”), having an aggregate offering price of up to US$5,800,000 of Common Shares (the Common Shares subject to this Equity Distribution Agreement (this “Agreement”) being referred to herein as the “Shares”) on terms set forth herein. The Shares consist entirely of authorized but unissued Common Shares to be issued and sold by the Company.

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426,000 SHARES OF COMMON STOCK, 1,154,000 PRE-FUNDED WARRANTS (EXERCISABLE FOR 1,154,000 SHARES OF COMMON STOCK) AND 1,580,000 WARRANTS (EXERCISABLE FOR 1,580,000 SHARES OF COMMON STOCK) OF TOP SHIPS INC. UNDERWRITING AGREEMENT
Underwriting Agreement • September 12th, 2019 • Top Ships Inc. • Deep sea foreign transportation of freight • New York

The undersigned, Top Ships Inc., a company incorporated under the laws of the Republic of the Marshall Islands (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Top Ships Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 10th, 2020 • Top Ships Inc. • Deep sea foreign transportation of freight • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 6, 2020, between Top Ships Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • June 10th, 2022 • Top Ships Inc. • Deep sea foreign transportation of freight • New York
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Form of Representative’s Warrant Agreement
Representative’s Warrant Agreement • May 13th, 2014 • Top Ships Inc. • Deep sea foreign transportation of freight • Delaware

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 23rd, 2016 • Top Ships Inc. • Deep sea foreign transportation of freight • New York

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 22, 2016, by and among TOP SHIPS, INC., a Marshall Islands corporation (the "Company"), and YA II CD, Ltd., a Cayman Islands exempt limited partnership (the "Investor").

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FACILITIES AGREEMENT for a US$195,656,899.82 Term Loan and a US$350,000,000 Revolving Credit Facility
Facilities Agreement • April 13th, 2006 • Top Tankers Inc. • Deep sea foreign transportation of freight • London
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Date 6th October 2008 BANKSY SHIPPING COMPANY LIMITED HONGBO SHIPPING COMPANY LIMITED as joint and several Borrowers - and - THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders - and – THE BANKS AND FINANCIAL INSTITUTIONS listed in...
Loan Agreement • June 29th, 2009 • Top Ships Inc. • Deep sea foreign transportation of freight

any part of them) during the Interest Period in the London Interbank Market at or about 11.00 a.m. (London time) on the Quotation Date for the Interest Period; or

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • February 16th, 2023 • Top Ships Inc. • Deep sea foreign transportation of freight • New York
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FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 20th, 2022 • Top Ships Inc. • Deep sea foreign transportation of freight • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of ______ __, 2022, between Top Ships Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 23rd, 2016 • Top Ships Inc. • Deep sea foreign transportation of freight • New York

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 22, 2016, is between TOP SHIPS, INC., a company incorporated under the laws of the Republic of the Marshall Islands, with headquarters located at 1 Vas. Sofias & Meg. Alexandrou Street, 151 24 Maroussi, Athens, Greece (the "Company"), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively the "Buyers").

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STOCKHOLDERS RIGHTS AGREEMENT This Stockholders Rights Agreement (this "Rights Agreement") is made and entered into as of August 19, 2005, by and between TOP Tankers Inc., a Marshall Islands corporation (the "Company"), and Computershare Investor...
Stockholders Rights Agreement • August 19th, 2005 • Top Tankers Inc. • Deep sea foreign transportation of freight • New York
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as Charter Guarantor (3) and FORTIS BANK (NEDERLAND) N.V. (4)
Quadripartite Deed • April 20th, 2007 • Top Tankers Inc. • Deep sea foreign transportation of freight
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Exhibit 4.6 CONTROLLED EQUITY OFFERING(SM) SALES AGREEMENT April 13, 2006 Cantor Fitzgerald & Co. 110 East 59th Street New York, New York 10022 Dear Sirs/Ladies: TOP Tankers Inc., a Marshall Islands corporation (the "Company"), confirms its agreement...
Sales Agreement • April 13th, 2006 • Top Tankers Inc. • Deep sea foreign transportation of freight • New York
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SECOND ORIGINAL
Memorandum of Agreement for Sale and Purchase of Ships • July 15th, 2004 • Top Tankers Inc. • Deep sea foreign transportation of freight • London

MEMORANDUM OF AGREEMENT Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BlMCO) in 1956.

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FORM OF CLASS C COMMON STOCK PURCHASE WARRANT
Class C Common Stock Purchase Warrant • December 14th, 2022 • Top Ships Inc. • Deep sea foreign transportation of freight • New York

THIS CLASS C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 6, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Top Ships Inc., a Marshall Islands corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • December 15th, 2017 • Top Ships Inc. • Deep sea foreign transportation of freight • New York

This NOTE PURCHASE AGREEMENT (the "Agreement"), dated as of December 14, 2017, is by and among TOP Ships Inc., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands (the "Company"), and Crede Capital Group, LLC, a Delaware limited liability company (the "Investor").

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MEMORANDUM OF AGREEMENT Dated: 3rd November 2004
Memorandum of Agreement • November 12th, 2004 • Top Tankers Inc. • Deep sea foreign transportation of freight • London

Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956. Code-name SALEFORM 1993 Revised 1966, 1983 and 1986/87.

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FIRST SUPPLEMENTAL AGREEMENT
First Supplemental Agreement • April 20th, 2007 • Top Tankers Inc. • Deep sea foreign transportation of freight
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