FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2024 • Icon Energy Corp • Deep sea foreign transportation of freight • New York
The undersigned, Icon Energy Corp., a company incorporated under the laws of the Republic of the Marshall Islands (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Icon Energy Corp., 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.
EXCHANGE AGREEMENTExchange Agreement • June 21st, 2024 • Icon Energy Corp • Deep sea foreign transportation of freight • New York
This EXCHANGE AGREEMENT (this “Agreement”) is entered into as of June 11, 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.”
FORM OF REPRESENTATIVE COMMON SHARE PURCHASE WARRANT ICON ENERGY CORP.Icon Energy Corp • June 21st, 2024 • Deep sea foreign transportation of freight • New York
THIS REPRESENTATIVE COMMON SHARE 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 “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Icon Energy Corp., a Marshall Islands corporation (the “Company”), up to [______] 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 is being issued pursuant to the Underwriting Agreement (as defined below).
