FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT TOP SHIPS INC.Top Ships Inc. • September 10th, 2019 • Deep sea foreign transportation of freight
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”) and 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).
●] SHARES OF COMMON STOCK, [●] PRE-FUNDED WARRANTS (EXERCISABLE FOR [●] SHARES OF COMMON STOCK) AND [●] WARRANTS (EXERCISABLE FOR [●] SHARES OF COMMON STOCK) OF TOP SHIPS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 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.
