FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT TOP SHIPS INC.Top Ships Inc. • October 20th, 2022 • Deep sea foreign transportation of freight • New York
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”) 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). 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
TOP Ships Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent Warrant Agency Agreement Dated as of _____, 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • October 20th, 2022 • Top Ships Inc. • Deep sea foreign transportation of freight • Delaware
WARRANT AGENCY AGREEMENT, dated as of _____, 2022 (“Agreement”), between TOP Ships Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST” or the “Warrant Agent”).
FORM OF PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 20th, 2022 • Top Ships Inc. • Deep sea foreign transportation of freight • New York
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • October 20th, 2022 • Top Ships Inc. • Deep sea foreign transportation of freight • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ______ __, 2022, between Top Ships Inc., a corporation 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”).
FORM OF CLASS C COMMON STOCK PURCHASE WARRANTTop Ships Inc. • October 20th, 2022 • Deep sea foreign transportation of freight • New York
THIS CLASS C 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 _____, 2027 (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). 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 Hold
