0001171843-22-004304 Sample Contracts

COMMON STOCK PURCHASE WARRANT TOP SHIPS INC.
Top Ships Inc. • June 10th, 2022 • Deep sea foreign transportation of freight

THIS 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 June 7, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Top Ships Inc., a Republic of the Marshall Islands corporation (the “Company”), up to [_______] common shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company, par value $0.01 per share (the “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).

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PRE-FUNDED COMMON STOCK PURCHASE WARRANT TOP SHIPS INC.
Top Ships Inc. • June 10th, 2022 • Deep sea foreign transportation of freight

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 Republic of the Marshall Islands corporation (the “Company”), up to [_______] common shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company, par value $0.01 per share (the “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).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 10th, 2022 • Top Ships Inc. • Deep sea foreign transportation of freight • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 3, 2022, between Top Ships Inc., a corporation organized 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”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • June 10th, 2022 • Top Ships Inc. • Deep sea foreign transportation of freight • New York
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