Icon Energy Corp Sample Contracts
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 28th, 2025 • Icon Energy Corp • Deep sea foreign transportation of freight • New York
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.
FORM OF PRE-FUNDED COMMON SHARE PURCHASE WARRANT ICON ENERGY CORP.Pre-Funded Common Share Purchase Warrant • January 21st, 2025 • Icon Energy Corp • Deep sea foreign transportation of freight • New York
THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (this “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 Icon Energy Corp., a corporation existing under the laws of the Republic of the Marshall Islands (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).
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 28th, 2025 • Icon Energy Corp • Deep sea foreign transportation of freight • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 23, 2025, between Icon Energy Corp., 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”).
FORM OF PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT ICON ENERGY CORP.Placement Agent Common Share Purchase Warrant • January 21st, 2025 • Icon Energy Corp • Deep sea foreign transportation of freight • New York
THIS PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT (this “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 [______], 20251 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the three (3) year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, then the next Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Icon Energy Corp., a corporation existing under the laws of the Republic of the Marshall Islands (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 certain Placement Agency
SHAREHOLDERS RIGHTS AGREEMENT Between ICON ENERGY CORP. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Dated as of July 11, 2024Shareholders Rights Agreement • January 21st, 2025 • 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.
TERM LOAN FACILITYTerm Loan Facility Agreement • January 21st, 2025 • Icon Energy Corp • Deep sea foreign transportation of freight
The Facility Agent shall promptly notify the Borrowers and the Lenders of the determination of a rate of interest under this Agreement Interest Periods. 44
FORM OF REPRESENTATIVE COMMON SHARE PURCHASE WARRANT ICON ENERGY CORP.Warrant Agreement • June 21st, 2024 • Icon Energy Corp • 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).
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 SHAREHOLDERS RIGHTS AGREEMENT Between ICON ENERGY CORP. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Dated as of [___], 2024Shareholder Agreements • 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 CLASS A COMMON SHARE PURCHASE WARRANT ICON ENERGY CORP.Class a Common Share Purchase Warrant • January 28th, 2025 • Icon Energy Corp • Deep sea foreign transportation of freight • New York
THIS CLASS A COMMON SHARE PURCHASE WARRANT (this “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 the three (3) year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, then the next Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Icon Energy Corp., a corporation existing under the laws of the Republic of the Marshall Islands (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).
AMENDED AND RESTATED EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • May 14th, 2024 • Icon Energy Corp • Deep sea foreign transportation of freight
THIS AMENDED AND RESTATED EXECUTIVE SERVICES AGREEMENT (the “Agreement”), dated and effective as of April 1, 2024, (the “Effective Date”) is made between:
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
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • August 29th, 2025 • Icon Energy Corp • Deep sea foreign transportation of freight • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of August 27, 2025 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and ICON ENERGY CORP., a Marshall Islands corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”