FORM OF SHAREHOLDERS RIGHTS AGREEMENT Between ICON ENERGY CORP. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Dated as of [___], 2024Shareholders Rights Agreement • April 1st, 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 • April 1st, 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.”
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
