0000919574-18-006788 Sample Contracts

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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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).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • October 24th, 2018 • Top Ships Inc. • Deep sea foreign transportation of freight • New York
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