OceanPal Inc. and Computershare Trust Company, N.A., as Warrant Agent Warrant Agency Agreement Dated as of [ ], 2022Warrant Agency Agreement • April 7th, 2022 • OceanPal Inc. • Deep sea foreign transportation of freight • Delaware
WARRANT AGENCY AGREEMENT, dated as of [ ], 2022 (“Agreement”), between OceanPal Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), Computershare Inc. (“Computershare”) and Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).
CLASS B COMMON SHARE PURCHASE WARRANT OCEANPAL INC.OceanPal Inc. • April 7th, 2022 • Deep sea foreign transportation of freight • New York
THIS 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 Issue 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 OceanPal Inc., 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 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 certificat
UNDERWRITING AGREEMENTUnderwriting Agreement • April 7th, 2022 • OceanPal Inc. • Deep sea foreign transportation of freight • New York
The undersigned, OceanPal Inc., a company incorporated under the laws of the Republic of the Marshall Islands (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of OceanPal Inc., 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.
