FORM OF SHAREHOLDERS RIGHTS AGREEMENT Between ICON ENERGY CORP. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Dated as of [___], 2024Shareholders Rights Agreement • May 14th, 2024 • Icon Energy Corp • Deep sea foreign transportation of freight • New York
The date when the Rights become exercisable is the "Distribution Date." Until that date, the Common Shares certificates (or, in the case of uncertificated shares, by notations in the book-entry account system) will also evidence the Rights, and any transfer of Common Shares will constitute a transfer of Rights. After that date, the Rights will separate from the Common Shares and be evidenced by book-entry credits or by Rights certificates that the Company will mail to all eligible holders of Common Shares. Any Rights held by an Acquiring Person are null and void and may not be exercised.
FORM OF EXCHANGE AGREEMENTExchange Agreement • May 14th, 2024 • Icon Energy Corp • Deep sea foreign transportation of freight • New York
This EXCHANGE AGREEMENT (this “Agreement”) is entered into as of [•], 2024, by and between Icon Energy Corp., a Marshall Islands corporation (“Icon”) and Atlantis Holding Corp., a Marshall Islands corporation (the “Shareholder”). Icon and the Shareholder are sometimes referred to herein collectively as the “Parties,” and individually, a “Party.”
FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2024 • Icon Energy Corp • Deep sea foreign transportation of freight • New York
The undersigned, Icon Energy Corp., a company incorporated under the laws of the Republic of the Marshall Islands (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Icon Energy Corp., 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.
AMENDED AND RESTATED EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • May 14th, 2024 • Icon Energy Corp • Deep sea foreign transportation of freight
THIS AMENDED AND RESTATED EXECUTIVE SERVICES AGREEMENT (the “Agreement”), dated and effective as of April 1, 2024, (the “Effective Date”) is made between:
EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • April 1st, 2024 • Icon Energy Corp • Deep sea foreign transportation of freight
● PAVIMAR S.A., a Marshall Islands corporation having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 and having established a branch office in Greece pursuant to the provisions of art. 25 of Law 27/1975 (formerly law 89/1967) at 17th km National Road Athens-Lamia & Foinikos street, 14564, Nea Kifisia, Athens, Greece (the “Pavimar”); and
EXCHANGE AGREEMENTExchange Agreement • June 21st, 2024 • Icon Energy Corp • Deep sea foreign transportation of freight • New York
This EXCHANGE AGREEMENT (this “Agreement”) is entered into as of June 11, 2024, by and between Icon Energy Corp., a Marshall Islands corporation (“Icon”) and Atlantis Holding Corp., a Marshall Islands corporation (the “Shareholder”). Icon and the Shareholder are sometimes referred to herein collectively as the “Parties,” and individually, a “Party.”
FORM OF REPRESENTATIVE COMMON SHARE PURCHASE WARRANT ICON ENERGY CORP.Icon Energy Corp • June 21st, 2024 • Deep sea foreign transportation of freight • New York
THIS REPRESENTATIVE COMMON SHARE 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 “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Icon Energy Corp., a Marshall Islands corporation (the “Company”), up to [______] Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Underwriting Agreement (as defined below).
