SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2023 • OceanPal Inc. • Deep sea foreign transportation of freight • New York
This Securities Purchase Agreement (this "Agreement") is dated as of February 8, 2023, between OceanPal Inc., a company 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").
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 10th, 2023 • OceanPal Inc. • Deep sea foreign transportation of freight • New York
CLASS B COMMON SHARE PURCHASE WARRANT OCEANPAL INC.OceanPal Inc. • February 10th, 2023 • Deep sea foreign transportation of freight • New York
THIS COMMON SHARE PURCHASE WARRANT (the "Warrant") certifies that, for value received, CEDE & Co., 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 Issue Date and on or prior to 5:00 p.m. (New York City time) on February 10, 2028 (the "Termination Date") but not thereafter, to subscribe for and purchase from OceanPal Inc., a Marshall Islands corporation (the "Company"), up to 15,000,000 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 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 Holder's right to elect to receive a Warrant in certif
