0000919574-14-002345 Sample Contracts

AMENDMENT NO. 2 TO THE STOCKHOLDERS RIGHTS AGREEMENT
Stockholders Rights Agreement • March 19th, 2014 • Top Ships Inc. • Deep sea foreign transportation of freight

This Amendment No. 2 to the Stockholders Rights Agreement (this "Amendment No. 2") is made and entered into as of March 19, 2014, by and between TOP Ships Inc. (f/k/a TOP Tankers Inc.), a Marshall Islands corporation (the "Company"), and Computershare Trust Company, N.A., successor rights agent to Computershare Investor Services, LLC, as Rights Agent (the "Rights Agent").

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TERMINATION OF MOA
Termination of Moa • March 19th, 2014 • Top Ships Inc. • Deep sea foreign transportation of freight

THIS TERMINATION AGREEMENT (the "Agreement") is made on the 17th day of March, 2014 by and among Monte Carlo 37 Shipping Company Limited (the "Seller"), a limited liability company organized and existing under the laws of the Marshall Islands, and Top Ships Inc. (the "Buyer"), a corporation organized and existing under the laws of the Marshall Islands. Capitalized terms used herein as defined terms and not otherwise defined herein shall have the meanings ascribed thereto in the MOA (as hereinafter defined).

Date: 8 May 2012 Parties Interpretation
Top Ships Inc. • March 19th, 2014 • Deep sea foreign transportation of freight
Contract
Top Ships Inc. • March 19th, 2014 • Deep sea foreign transportation of freight
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