OceanPal Inc. and Computershare Trust Company, N.A., as Warrant Agent Warrant Agency Agreement Dated as of [ ], 2022Warrant Agency Agreement • June 13th, 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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 13th, 2022 • OceanPal Inc. • Deep sea foreign transportation of freight • New York
Introduction. Subject to the terms and conditions herein (this “Agreement”), OceanPal Inc., a company incorporated under the laws of the Republic of the Marshall Islands (the “Company”), hereby agrees to sell up to an aggregate of $ of registered securities (the “Securities”) of the Company, including, but not limited to , shares (the “Shares”) of the Company’s common shares, $0.01 par value per share (the “Common Shares”), pre-funded common share purchase warrants to purchase up to an aggregate of Common Shares (the “Prefunded Warrants”) and common share purchase warrants to purchase up to an aggregate of Common Shares (the “Warrants” and the Common Shares underlying the Prefunded Warrants and the Warrants, the “Warrant Shares”, and the Shares, the Prefunded Warrants, the Warrants and the Warrant Shares, the “Securities”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) through Maxim Group LLC (the “Placement Agent”) as placement agent. The docume
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2022 • OceanPal Inc. • Deep sea foreign transportation of freight • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of , 2022, between OceanPal Inc., 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”).
PRE-FUNDED COMMON SHARE PURCHASE WARRANT OCEANPAL INC.OceanPal Inc. • June 13th, 2022 • 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 OceanPal Inc., a corporation incorporated 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 Aggregate 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 t
CLASS B COMMON SHARE PURCHASE WARRANT OCEANPAL INC.OceanPal Inc. • June 13th, 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 certificated form pursuant to the terms
