UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2019

Commission File Number 001-37889


                              TOP SHIPS INC.                             
(Translation of registrant's name into English)

1 VAS. SOFIAS & MEG.
ALEXANDROU STREET
151 24, MAROUSSI
                              ATHENS, GREECE                             
(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [X]       Form 40-F [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ].

Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ].

Note : Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.


INFORMATION CONTAINED IN THIS FORM 6-K REPORT



On April 1, 2019, TOP Ships Inc., a company organized under the laws of the Marshall Islands (the "Company" or "TOPS"), announced it entered into a stock purchase agreement (the "Stock Purchase Agreement") with Family Trading Inc., a company organized under the laws of the Marshall Islands and related to Evangelos Pistiolis, the President, Chief Executive Officer and director of TOPS ("Family Trading"),  for the sale of 27,129 newly issued Series E Perpetual Convertible Preferred Stock at a price of $1,000 per share.  The proceeds of the sale will be used for the full and final settlement due under a loan facility between TOPS and Family Trading dated December 23, 2015, as amended.

The following description of the Series E Convertible Preferred Stock is subject to and qualified in its entirety by reference to the Certificate of Designation (the "Certificate of Designation") of the Series E Convertible Preferred Stock. Copies of the Stock Purchase Agreement and Certificate of Designation have been incorporated by reference into this report as Exhibits 99.1 and 99.2, respectively.

The Series E Convertible Preferred Stock has the following characteristics:

Conversion . Each holder of Series E Perpetual Convertible Preferred Stock, at any time and from time to time, has the right, subject to certain conditions, to convert all or any portion of the Series E Perpetual Convertible Preferred Stock then held by such holder into our common shares at the conversion rate then in effect. Each Series E Perpetual Convertible Preferred Stock is convertible into the number of our common shares equal to the quotient of $1,000 plus any accrued and unpaid dividends divided by the lesser of the following four prices: (i) $1.00, (ii) 80% of the lowest daily VWAP of the Company's common shares over the twenty consecutive trading days expiring on the trading day immediately prior to the date of delivery of a conversion notice, (iii) the conversion price or exercise price per share of any of the Company’s then outstanding convertible shares or warrants, (iv) the lowest issuance price of the Company’s common shares in any transaction from the date of the issuance the Series E Perpetual Preferred Stock onwards, but in no event will the conversion price be less than $0.60.

Limitations of Conversion.   Holders of the shares of Series E Perpetual Convertible Preferred Stock shall be entitled to convert the Series E Perpetual Convertible Preferred Stock in full, regardless of the beneficial ownership percentage of the holder after giving effect to such conversion.

Voting .  The holders of Series E Perpetual Convertible Preferred Stock are entitled to the voting power of one thousand (1,000) common shares of the Company, par value $0.01 per shares (the “Common Stock”).  The holders of Series E Perpetual Convertible Preferred Stock and the holders of our common shares shall vote together as one class on all matters submitted to a vote of shareholders of the Company. The holders of Series E Perpetual Convertible Preferred Stock have no special voting rights and their consent shall not be required for taking any corporate action.

Distributions . Upon any liquidation, dissolution or winding up of the Company, the holders of Series E Perpetual Convertible Preferred Stock shall be entitled to receive the net assets of the Company pari passu with the Common Stock.
 
Redemption .   The Company at its option shall have the right to redeem a portion or all of the outstanding Series E Perpetual Convertible Preferred Stock. The Company shall pay an amount equal to one thousand dollars ($1,000) per each Series E Perpetual Convertible Preferred Stock, or the Liquidation Amount, plus a redemption premium equal to fifteen percent (15%) of the Liquidation Amount being redeemed if that redemption takes place up to and including March 29, 2020 and twenty percent (20%) of the Liquidation Amount being redeemed if that redemption takes place after March 29, 2020, plus an amount equal to any accrued and unpaid dividends on such Preferred Shares (collectively referred to as the "Redemption Amount"). In order to make a redemption, the Company shall first provide one business day advanced written notice to the holders of our intention to make a redemption, or the Redemption Notice, setting forth the amount it desires to redeem. After receipt of the Redemption Notice, the holders shall have the right to elect to convert all or any portion of its Series E Perpetual Convertible Preferred Stock. Upon the expiration of the one business day period, the Company shall deliver to each holder the Redemption Amount with respect to the amount redeemed after giving effect to conversions effected during the notice period.


The Series E Perpetual Convertible Preferred Stock shall not be subject to redemption in cash at the option of the holders thereof under any circumstance.

Dividends .  The holders of outstanding Series E Perpetual Convertible Preferred Stock shall be entitled to receive out of funds legally available for the purpose, semi-annual dividends payable in cash on the last day of June and December in each year (each such date being referred to herein as a "Semi Annual Dividend Payment Date"), commencing on the first Semi Annual Dividend Payment Date in an amount per share (rounded to the nearest cent) equal to fifteen percent (15%) per year of the liquidation amount of the then outstanding Series E Perpetual Convertible Preferred Stock computed on the basis of a 365-day year and the actual days elapsed.

Accrued but unpaid dividends shall bear interest at fifteen percent (15%). Dividends paid on the Series E Perpetual Convertible Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Company’s Board of Directors may fix a record date for the determination of holders of Series E Perpetual Convertible Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Ranking . All shares of Series E Perpetual Convertible Preferred Stock shall rank pari passu with all classes of our common stock.

The information contained in this report on Form 6-K is hereby incorporated by reference into the Company's registration statement on Form F-3 (File No. 333-215577) that was filed with the SEC and became effective on February 1, 2017.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



 
TOP SHIPS INC.
 
(registrant)
   
Dated: April 1, 2019
By:
/s/ Evangelos J. Pistiolis
   
Evangelos J. Pistiolis
   
Chief Executive Officer


Exhibit 99.1

STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 29, 2019 between TOP Ships Inc., a Marshall Islands corporation (the “Company”) and Family Trading Inc. (the “Buyer”).
RECITALS
WHEREAS , the Company wishes to sell 27,129 newly issued Series E Preferred Shares, par value $0.01 (the “Shares”), to the Buyer, and the Buyer is willing to purchase the Shares from the Company, on the terms and conditions contained herein, in full and final settlement of all amounts due under a loan facility between the Buyer and the Company dated December 23, 2015, as amended.
NOW, THEREFORE , in consideration of the premises and the respective representations, warranties, covenants and agreements stated herein, the parties agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used in this Agreement have the meanings specified in (a) the preamble, (b) the recitals, (c) Article I or (d) elsewhere in this Agreement, as the case may be:
Governmental Body means any (a) nation, state, county, city, town, village, district, or other jurisdiction of any nature, (b) federal, state, local, municipal, foreign, or other government, (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal), (d) multinational governmental organization or body, or € body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police regulatory or taxing authority or power of any nature.
Laws means all statutes, treaties, codes, ordinances, decrees, rules, regulations, municipal bylaws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, certificates, codes, licenses, permits, approval, guidelines, voluntary restraints, inspection reports, or any provisions of such laws, including general principles of common law and equity and the requirements of all Governmental Bodies, binding or affecting the Person referred to in the context in which such word is used; and “Law” means any one of them.
Lien means, with respect to the Shares (whether the same is consensual or nonconsensual or arises by contract, operation of law, legal process or otherwise): (i) any mortgage, lien, security interest, pledge, attachment, levy or other charge or encumbrance of any kind thereupon or in respect thereof or (ii) any other arrangement under which the same is transferred, sequestered or otherwise identified with the intention of subjecting the same to, or making the same available for, the payment or performance of any liability in priority to the payment of the ordinary, unsecured creditors, and which under applicable law has the foregoing effect, including any “adverse claim” (as Section 8-102(a) of each applicable Uniform Commercial Code defines that term).
Person means any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, government or agency or subdivision thereof or any other entity.


ARTICLE II
PURCHASE OF SHARES; CLOSING
Section 2.1  Purchase of Shares. Upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Initial Closing, as defined below, the Company shall sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall acquire and purchase from the Company, 27,129 Shares at the Initial Closing.
Section 2.2  Initial Closing. The closing of the 27,129 Shares contemplated hereby (the “Initial Closing”) shall take place within three trading days following the execution hereof at such time and place upon which the Buyer and the Company shall agree. The date on which the Initial Closing is held is referred to in this Agreement as the “Closing Date.” The parties need not be present at Closing, and documents may be delivered through counsel.
Section 2.3  Additional Purchases. After the Initial Closing, the Company may offer to sell to the Buyer, and the Buyer shall be obligated to purchase, an additional $ 20,121,000 worth of Shares (the “Additional Purchases”). Any Additional Purchases in excess of $2,871,000 made by the Buyer will include an additional 5% worth of Shares to be issued as a premium to the Buyer. The maximum number of Shares that may be issued pursuant to the Agreement is 47,250 Shares for a total price of $47,250,000. The Company shall deliver to the Buyer, via email on the purchase date, a request notice, substantially in the form attached hereto as Exhibit A (the “Request Notice”), which shall specify (i) the total amount requested to be purchased by the Buyer on the applicable Settlement Date, (ii) the total number of Shares to be purchased by the Buyer. The payment for, against subsequent delivery of, Shares in respect of each Request Notice shall be settled on the same day the Buyer received the Shares pursuant to the Additional Purchases (the “Settlement Date”). On each Settlement Date, the Company shall, or shall cause its transfer agent to, issue the Shares purchased by the Buyer by issuing a physical or electronic certificate to the Buyer (the Initial Closing together with the Settlement Date is the “Closing”)
Section 2.4  Purchase Price. The aggregate Purchase Price payable to the Company for the Shares shall be One Thousand United States Dollars ($1,000.00) per Share.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Buyer as follows:
Section 3.1  Authorization. (a) The Company has full corporate power and authority under its governing documents, and its shareholders and/or directors have taken all necessary action to authorize it, to execute and deliver this Agreement, to consummate the transactions contemplated herein and to take all actions required to be taken by it pursuant to the provisions hereof.
(b)  This Agreement constitutes the valid and binding obligation of the Company enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to the principles of equity (whether enforcement is sought in a proceeding in equity or at law).
Section 3.2  The Shares. (a) The Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-
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assessable. The Shares are also free and clear of all Liens and are not and at each Closing will not be subject to any agreements or understandings with respect to the voting or transfer of any of the Shares.
(b)  There are no current, and at each Closing there will not be any, outstanding subscriptions, options, convertible securities, warrants or calls or preemptive rights of any kind issued or granted by, or binding upon, the Company to purchase or otherwise acquire or to sell or otherwise dispose of the Shares or any interest in them.
Section 3.3  Non-Contravention. Neither the execution and delivery of this Agreement or any documents executed in connection herewith, nor the consummation of the transactions contemplated herein or therein, does or shall:
(a)  violate, conflict with, result in a breach of or require notice or consent under (i) any Law, (ii) the governing documents of the Company or (iii) any provision of any agreement or instrument to which the Company is a party;
(b)  contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of such transactions or to exercise any remedy or obtain any relief under, any Law, to which the Company or the Shares, is subject;
(c)  require notice to or consent of any Governmental Body; or
(d)  result in the imposition or creation of any Lien upon or with respect to the Shares.
Section 3.4  Validity. There is no investigation, claim, proceeding or litigation of any type pending or, to the knowledge of the Company, threatened to which the Company is a party that (i) questions or involves the validity or enforceability of any of the Company’s obligations under this Agreement or (ii) seeks (or reasonably might be expected to seek) (A) to prevent or delay the consummation by the Company of the transactions contemplated by the Agreement or (B) damages in connection with any such consummation.
Section 3.5  Litigation. There is no investigation, claim, proceeding or litigation of any type pending or, to the knowledge of the Company against the Company, except as publicly disclosed.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer represents and warrants to the Company as follows:
Section 4.1  Authorization. The Buyer has full corporate power and authority under governing documents, and its board of directors and shareholders have taken all necessary action to authorize it, to execute and deliver this Agreement, to consummate the transactions contemplated herein and to take all actions required to be taken by it pursuant to the provisions hereof or thereof, and this Agreement constitutes the valid and binding obligation of the Buyer, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to the principles of equity (whether enforcement is sought in a proceeding in equity or at law).
Section 4.2  Non-Contravention. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein or therein, does or shall violate, conflict with or
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result in breach of or require notice or consent under any Law, the governing documents of the Buyer nor any provision of any agreement or instrument to which the Buyer is a party.
Section 4.3  Validity. There is no investigation, claim, proceeding or litigation of any type pending or, to the knowledge of the Buyer, threatened to which the Buyer is a party that (i) questions or involves the validity or enforceability of any of the Buyer’s obligations under this Agreement or (ii) seeks (or reasonably might be expected to seek) (A) to prevent or delay the consummation by the Buyer of the transactions contemplated by this Agreement or (B) damages in connection with any such consummation.
Section 4.4  Legends. To the extent applicable, each certificate or other document evidencing any of the Shares issued pursuant to this Agreement shall be endorsed with the legends substantially in the form set forth below:
(a) The following legend under the Securities Act:
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
ARTICLE V
COVENANTS
Section 5.1  Conduct of Business Pending Each Closing. The Buyer and the Company agree that between the date of the execution of this Agreement and each Closing, the Buyer and the Company shall (i) conduct the business and maintain and preserve their assets in the ordinary course of business (ii) not cause the distribution of any dividends, and (iii) use their reasonable efforts to cause all of the representations and warranties in Article III hereof to continue to be true and correct.
Section 5.2  Further Assurances. The Company shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered to the Buyer such assignments or other instruments of transfer, assignment and conveyance, in form and substance reasonably satisfactory to the Buyer, as shall be necessary to vest in the Buyer all of the right, title and interest in and to the Shares issued to the Buyer by the Company pursuant to this Agreement, free and clear of all Liens, and any other document reasonably requested by the Buyer in connection with this Agreement.
Section 5.3  Governmental Filings. As promptly as practicable after the execution of this Agreement, each party shall, in cooperation with the other, file any reports or notifications that may be required to be filed by it under applicable law, if any.
Section 5.4  Consents. After each Closing, the Company shall use its best efforts to obtain any consents or approvals or assist in any filings required in connection with the transactions contemplated hereby that are requested by the Buyer and that they have not been previously obtained or made.
Section 5.5  Public Announcements. Neither party shall without the prior approval of the other party, issue or permit any of its partners, stockholders, directors, officers, managers, members, employees, agents to issue, any press release or other public announcement with respect to this Agreement or the
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transactions contemplated hereby, except as may be required by Law or the rules of the U.S. Securities and Exchange Commission.
ARTICLE VI
CONDITIONS TO EACH CLOSING
Section 6.1  Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated herein are subject, at the option of the Buyer, to satisfaction of the following conditions:
(a)  Compliance. The Company shall have complied with its covenants and agreements contained herein, and the representations and warranties contained in Article III hereof shall be true and correct in all material respects (except those representations and warranties qualified by materiality shall be true and correct in all respects) on the date hereof and as of the Closing Date.
(b)  Share Certificates . After the Buyer pays the Purchase Price in cash, check or by wire transfer to a bank account identified by the Company, the Company shall issue a stock certificate or initiate book-entry issuance in the name of Buyer evidencing the Shares, which certificate shall contain such legends (or the equivalent if such shares are held in book entry form) as the Company deems necessary or advisable to carry out the provisions of this Agreement;
(c)  Orders, etc. No action, suit or proceeding shall have been commenced or shall be pending or threatened, and no statute, rule, regulation or order shall have been enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement, by any Governmental Body or court that reasonably may be expected to prohibit consummation of the transactions contemplated by this Agreement.
(d)  Consents. All consents and approvals required in connection with the execution, delivery and performance of this Agreement shall have been obtained;
Section 6.2  Conditions to Obligations of the Company. The obligations of the Company to consummate the transactions contemplated herein are subject, at the option of the Company, to satisfaction of the following conditions:
(a)  Compliance. The Buyer shall have complied with its covenants and agreements contained herein, including but not limited to the payment of the Purchase Price, and the representations and warranties contained in Article IV hereof shall be true and correct in all material respects (except those representations and warranties qualified by materiality shall be true and correct in all respects) on the date hereof and as of the Closing Date.
(b)   Orders, etc. No action, suit or proceeding shall have been commenced or shall be pending or threatened, and no statute, rule, regulation or order shall have been enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement, by any Governmental Body or court that reasonably may be expected to prohibit consummation of the transactions contemplated by this Agreement.
(c)   Consents. All consents and approvals required in connection with the execution, delivery and performance of this Agreement shall have been obtained.
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ARTICLE VII
TERMINATION
Section 7.1  Grounds for Termination. This Agreement may be terminated at any time prior to each Closing and only for the remainder of Shares not already delivered and paid for pursuant to the Agreement:
(a)  By the mutual written agreement of the Buyer and the Company;
(b)  By the Buyer if any of the conditions set forth in Section 6.1 hereof shall have become incapable of fulfillment and shall not have been waived by the Buyer;
(c)  By the Company if any of the conditions set forth in Section 6.2 hereof shall have become incapable of fulfillment and shall not have been waived by the Company;
(d)  By the Buyer or the Company if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction enjoining, restraining or otherwise preventing, or awarding substantial damages in connection with, or imposing a material adverse condition upon, the consummation of this Agreement or the transactions contemplated hereby; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such party.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.1  Effectiveness of Agreement. This Agreement shall become effective on the date first hereinabove written upon its execution by the respective authorized signatory of the Company and the Buyer.
Section 8.2  Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. This Agreement may not be modified, amended or terminated except by a written instrument specifically referring to this Agreement signed by all the parties hereto.
Section 8.3  Waivers and Consents. All waivers and consents given hereunder shall be in writing. No waiver by any party hereto of any breach or anticipated breach of any provision hereof by any other party shall be deemed a waiver of any other contemporaneous, preceding or succeeding breach or anticipated breach, whether or not similar. Except as provided in this Agreement, no action taken pursuant to this Agreement, including any investigation by or in behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement.
Section 8.4  Assignments, Successors and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the parties.
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Section 8.5  Choice of Law; Resolution of Disputes. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of New York without regard to its principles of conflicts of laws. Any legal action or proceeding in connection with this Agreement or the performance hereof may be brought in the state and federal courts located in the Borough of Manhattan, City, County and State of New York, and the parties hereby irrevocably submit to the non-exclusive jurisdiction of such courts for the purpose of any such action or proceeding. The parties hereby irrevocably waive trial by jury in any action, proceeding or claim brought by any part hereto or beneficiary hereof on any matter whatsoever arising out of or in any way connected with this agreement.
Section 8.6  Construction; Section Headings; Table of Contents. The language used in this Agreement shall be deemed to be the language the parties hereto have chosen to express their mutual intent, and no rule of strict construction will be applied against any party hereto. The section headings and any table of contents contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
Section 8.7  Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.
Section 8.8  Counterparts. This Agreement may be executed in any number of counterparts, each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall be deemed to be one and the same instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date first above written.
TOP SHIPS INC.
 
FAMILY TRADING INC.
     
By:
/s/ Alexandros Tsirikos
 
By:
/s   Stylianos Giamanis
Name:
Alexandros Tsirikos
 
Name:
Stylianos Giamanis
Title:
CFO
 
Title:
Director



 [Signature Page to Stock Purchase Agreement]

FORM OF REQUEST NOTICE

To:   Stylianos Giamanis
Email: mary@gce-associates.gr

Reference is made to the Stock Purchase Agreement dated as of March 29, 2019 (the “Purchase Agreement”) between TOP Ships Inc., a corporation incorporated under the laws of the Republic of Marshall Islands (the “Company”), and Family Trading Inc., a corporation incorporated under the laws of the Republic of Marshall Islands. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement.
In accordance with and pursuant to the Section 2.3 of the Purchase Agreement, the Buyer has the obligation to purchase the Shares for total proceeds as indicated below.
Notice Number:
   
Purchase Notice Date:
   
Total Proceeds due to the Company:
   
Shares to be acquired (including 5% premium):
   
     
     


TOP SHIPS INC.
   
     
By:
       
Name:
       
Title:
       





9
Exhibit 99.2

STATEMENT OF DESIGNATIONS

OF

TOP SHIPS INC.
Reg . No. 3571
 
     
 
Pursuant to Section 35(5) of the Business Corporations Act
 
     
     








 
REPUBLIC OF THE MARSHALL ISLANDS

REGISTRAR OF CORPORATIONS
 
 
DUPLICATE COPY
   
 
T he original of th i s Document was
   
 
FILED ON
   
NON RESIDENT
 
 
March 29, 2019
   
   
   
 
/s/ Christine Kahler
 
Christine Kahler
Deputy Registrar
 





CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF SERIES E PERPETUAL CONVERTIBLE PREFERRED STOCK
OF
TOP SHIPS INC.
The undersigned, Mr. Alexandros Tsirikos and Mr. Andreas Louka do hereby certify:
1.   That they are the duly elected and acting Chief Financial Officer and Secretary , respectively , of Top Ships Inc , a Marshall Islands corporation (the “ Company ” ).
2.   That pursuant to the authority conferred by the Company’s Third Amended and Restated Article s of Incorporation , as amended, the Company’s Board of Directors (the “ Board ”) on March 27 , 2019 adopted the following resolution designating and prescribing the relative rights , preferences and limitations of the Company’s Series E Perpetual Convertible Preferred Stock:
RESOLVED , that pursuant to the authority vested in the Board by the Third Amended and Restated Articles of Incorporation, as amended, the Board does hereby establish a series of preferred stock, par value $0.01 per share , and the designation and certain powers , preferences and other special rights of the shares of such series , and certain qualifications, limitations and restrictions thereon , are hereby fixed as follows:
Section 1. Designation and Amount . The shares of such series shall be designated as “ Series E Perpetual Convertible Preferred Stock ”. The Series E Perpetual Convertible Preferred Stock shall have a par value of $0.01 per share, and the number of shares constituting such series shall consist of 47,250 shares.
Section 2. Issuance . The shares of Series E Perpetual Convertible Preferred Stock are to be issued to Family Trading Inc. ( “ Family Trading ”) at the closings of the transactions contemplated by the Securities Purchase Agreement , dated as of March 29 , 2019 (the “ Securities Purchase Agreement ”) between the Company and Family Trading and any future transactions.
Section 3.   Dividends and Distributions .
(a)   Subject t o the prior and superior right of the holders of any shares of any series of preferred stock ranking prior and superior to the shares of Series E Perpetual Conve1tible Preferred Stock with respect to dividends, the holders of shares of Series E Perpetual Convertible Preferred Stock shall. be entitled to receive out of funds legally available for the purpose, semi-annual dividends payable in cash on the last day of June and December in each year (each such date being referred to herein as a “ Semi Annual Dividend Payment Date ” ) , commencing on the first Semi Annual Dividend Payment Date in an amount per share (rounded to the nearest cent) equal to fifteen percent (15%) per year of the Liquidation Amount of the then outstanding Series E Perpetual Convertible Preferred Stock (computed on the basis of a 365 - day year and the actual days elapsed).
(b)   Accrued but unpaid dividends shall bear interest at fifteen percent (15%). Dividends paid on the shares of Series E Perpetual Convertible Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares a t the time outstanding . The Board may fix a record date for the determination of holders of shares of Series E Perpetual


Convertible Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.
(c)   Dividends will not be payable in cash, if such payment violates any provision of any senior secured facility that the Company has entered (or as the case may be) will enter into , or has provided (or as the case may be) will provide a guarantee for, for as long as said provisions remain in effect.
Section 4. Voting Rights . The holders of shares of Series E Perpetual Convertible Preferred Stock shall have the following voting rights:
(a)   Each share of Series E Perpetual Convertible Preferred Stock shall entitle the holder thereof to the voting power one thousand (1,000) common shares of the Company , par value $0.01 per shares (the “Common Stock”).
(b)   Except as otherwi se provided herein or by law , the holders of shares of Series E Perpetual Convertible Preferred Stock and t he holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stock holders of the Company.
(c)   Except as required by law, holders of Series E Perpetual Convertible Preferred Stock shall have no special voting rights and the ir consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.
Section 5.  Reserved .
Section 6. Reacquired Shares . Any shares of Series E Perpetual Convertible Preferred Stock converted pursuant to Section 9 hereof, or purchased or otherwise acquired by the Company in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof and may not be reissued.
Section 7.  Liquidation, Dissolution or Winding Up .
(a)  Upon any liquidation, dissolution or winding up of the Company, including the merger, consolidation or reorganization of the Company into or with another entity thro ugh one or a series of related transactions, or the sale, t ransfer or lease of all or substantially all of the assets of the Company , whether voluntary or involuntary, except any sale of all, or s ubstantially all, of the maritime vessels of the Company in which the proceeds of such sales ar e used to acquire other maritime vessels (collectively , a “ L iquidati o n ” ), the holders of shares of Series E Perpetual Convertible Preferred Stock shall be entitled to receive t he net asset s of the Company pari passu with the Common Stock.
Section 8.   Redemption .
(a)   The Company at its op t ion shall have the righ t to redeem (unless otherwise prevented by law), a portion or all of the outstanding shares of Series E Perpetual Convertible Preferred Stock. The Company sh all pay an amount equal to one thousand dollars ($1 , 000) per share of Series E Perpetual Convertible Preferred Shares, or the Liquidation Amount, plus a redemption premium equal to fifteen percent (15%) of the Liquidation Amount being redeemed if that redemption takes place up to and including March 29, 2020 and twenty percen t (20%) of

the Liquidation Amount being r edeemed if that redemption takes place after March 29 , 2020 (“ Redemp t ion P remium ”), plus an amount equa l to any accrue d and unpaid dividends on such shares of Series E Perpetual Co nv e rtibl e Preferred Stock (collect ive ly re ferred to as the “ Redemption Amount ”). In order to make a r edemption, the Company shall first provide one (1) business day advanced written notice to the holders of its intention to make a redemption ( th e “ Redempt i o n Not ic e ”) setting fort h the amount it desires to redeem . After recei p t of the Redemption Notice the h olders s hall hav e the right to elect to convert all or any portion of i ts Se ri es E Perpet ua l Convertib l e Preferred Stock, subjec t to the limitations set forth herein. Upo n the expi r at ion of the one ( 1 ) business day p eriod, the Company sha ll deliver to each h o l der the Redemption Amo unt with respect to the amount redeemed after g i v i ng effect to conversions effected during the notice period.
(b)   The shares of Series E Perpetual Convertib le Preferred Stock shall not be subject to redemption in cash at the option of the h o ld ers thereof under any c ircum stances
Section 9.   Conversion .
(a)  Each share of Series E Perpetual Convertible Preferred Stock shall be convertible, at any tim e and fro m time to time, at the option of the ho l der, by providing written no tice of conversion to the Company , i nto such numbe r of fully pa id and non-assessable shares of Common Stock determined by dividing the Liquidation Amount of each share of Series E Perpetual Convert ibl e Preferred Stock p lu s an amount equal to any accrued and unpaid dividends on such shares of Ser ie s E Perpetual Convert ibl e Preferred Stock (in total, the “ Conversion Amount ”) by the then applicable Conversion Pri ce (as hereinafter below).
For th e purposes hereof, the term “ Conversio n Price ” in respect of each conversion shall mean the lesser of (i) $ 1.00 per share (the “ Fixed Conversion Price ”) or (ii) 80% of the lowest daily vo l ume weig h ted average price of the Company’s Common Stock (as reported by Bloomberg) over the twenty (20) consecutive Trading Days (as defined below) expiring on the Trading Da y immediately prior to the date of delivery of such Conversion Notice (as defined below) , ( iii ) the convers i on price or exercise price per share of any of the Company’s then outstanding convertible s har es or warrants, ( iv) the l owest issuance price of t he Company’s common sha r es in any transaction from th e date of t he issuance the Series E Perpetual Preferred Stock onwards , but in any case not le ss than $0.60 (the “ F loor Price ” ). The Fixed Conversion Price s hall be subject to adj u stmen t as provided below. “Trading D ay” means any day on which th e principal United States securities exchange o r trading market where the Common Stock is then listed or t r aded is open for business .
(b)   Before any holder of shares of Series E Perpetual Convertib l e Preferred Stock shall be ent itl ed to convert the same into s har es of Common Stock pursuant to Section 9(a) h ereof, such bo l der shall give written n o t ice to the Compa n y at its principa l corporate office of th e election to convert shares of Series E Perpetual Convertible Preferred Stock, the number of s har es of Se ri es E Perpetual Convert i ble Preferred Stock to be converted, the number of share of Series E Perpetual Convertible Preferred Stock owned subsequent to the conversion at issue , and the name in which the certificate for shares of Com m on Stock are to be i ssued (each , a “ Co nversion Notice ”). No ink-original Conversion Not i ce shall be required , nor sha ll any medallion guarantee (or other type of guarantee or not arization) of any Co nv ers io n Notice form be required. The calc ula t ion s and ent ri es set forth in the Convers ion Notice shall control in the absence of manifest o r mathematical error. To effect conversions of shares of Series E Perpetual Convertib l e Preferred Stock , a bolder sha ll not be required to surrender the certificate(s) representing the shares of Series E Perpetual Convertible Preferred Stock to the Corpo r at ion

unless all of the shares of Series E Perpetual Convertible Preferred Stock represented thereby are so converted, in which case such holder sha ll deliver the certificate represe nt i ng such shares of Series E Perpe tua l Convertible Preferred Stock promptly following the completion of the conversion at issue.
(c)   Shares of Series E Perpetual Convertible Preferred Stoc k converted into Common Stock or r edeemed in accordance with the term s hereof shall be canceled and shall not be r eiss ued. The Company shall, as soo n as practicable after delivery of the Conversion Notice and in any event within t hree (3) business days thereafter (the “ Share D e liv ery Date ”) , i ss ue and deliver o r cause to be delivered to such hold er of Series E Perpetual Convertible Preferred Stock, or to the nominee or n o mine es thereof, a certificate or certificates representing the number of validly issued , fully paid and non-assessable shares of Common Stock to which such holder sha ll be entitled as aforesaid. Conversion under this Section 9 shall be deemed to have been made immediately upon delivery of the Conversion Notice and in either case the Person entit led to receive the shares of Common S tock issuable upon such conversion shall be treated for all purpo ses as the record holder of such shares of Common Stock as of such date (such date , the “ Co nv e r sio n Date ”). If, in the case of any conversion of the Se rie s E Perpetual Convertible Preferred Stock, such shares of Common Stock are not delivered to or as dir ected by the applicable holder by the Share Delivery Date, the holder shall be entitled to elect by written no tice to the Company at any t ime on or before its receipt of such shares of Common Stock , to r escind suc h conversion, in which event the Company shall promptly return to the hold e r any original Series E P erpetua l Convertible Preferred Stock certificate delivered to the Company. The Company’s obligation to issue and deliver the shares of Common Stock upon conversion of Series E Perpetual Convertible Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespect ive of any action or inac t ion by a holder to enforce the same, any waiver or consent with respect to any provision hereof. t he recovery of any judgment against any Person or any action to enforce the same , or any setoff, cou nterclai m, recoupment, limitation or t e rmination , or any breach or alleged breach by such bolder or any other Person of any obligation to the Company or any violation or alleged violation of law by such holder or any other person , and irrespective of any other circumstance which might otherwise limit such obligation of the Company to such Holder in connection with the issuance of such s hares of Common Stock. In the event a Hold er shall e lect to convert any or all of the shares of its Series E Perpetual Convertible Preferred Stock , the Company may not refu se conversion based on   any claim tha t s uch holder or anyone associated or affiliated with suc h h ol der has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court , on notice to holder, restraining and/or enjoining conversion of all or part of the Series E Perpetual Convertible Preferred Stock of such holder shall have been sought and obtained, and the Company posts a surety bond for the benefit of s uch holder in t he amount of 150% of the Liquidation Value of Series E Perpetual Convertible Preferred Stock which is s ubj ect to t h e injunction , which bond shall r emain in effect unti l the completion of arbitration/litigation of t he underlying disput e and the proceeds of which shall be payable to such holder to the extent it obtains j udgm e nt. In the absence of such injunc tion, the Company shall issue shares of Common Stock and, if applicable, cash, upon a properly noticed conversion. Noth ing her ein s hall li mit a holder ’ s right to pursue actual damages for the Company ’ s failure to deliver shares of Common Stock within th e p eriod specifie d herein and such holder shall have the right to pursue all remedies available to it hereunder, at law or in equity includin g, without limitation , a decree of specific performan ce and/or injunctive relief. The exercise of any such ri ghts sha ll not prohibit a holder from seeking to enforce damages pursuant to any other Section hereof or under ap plicab le law.

 (d)  No fractional shares shall be issued upon conversion of the Series E Perpetual Convertible Preferred Stock i nto shares of Common Stock and the number of shares of Common S tock to be is sued shall be rounded down to the nearest whole share.
(e)  In the event the Company should at any time or from time to time fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to re ceive a dividend or other distribution payable in additional shares of Commo n Stock or Common Stock equivalents without payment of any co nsideration by such holder for th e additional shares of Common Stock or the Common Stock equivalents (including the additional shares of Common Stock issuable upon conve r s ion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Fixed Conversion Price and the Floor Price of the Series E Perpetual Convertible Preferred Stock shall be appropriately decreased so that the number of shares of Common S tock issuable upon conversion of eac h share of such Series E Perp et ual Convertible Preferred Stock shall be increased in proportion to such increase in the aggregate of shares of Common Stock outstanding and issuable with respec t to such Common Stock equ ivalents .
(f)  If the number of shares of Common Stock outstanding at any time after i s dec reased by a combination of the outstanding shares of Common Stock (by reverse s tock split or otherwise), then, following the record date of s uch combination, the Conversion Price for th e Series E Perpetual Convertible Pr efer red Stock shall be appropriately increased so that the number of shares of Common Stock issuabl e on conversion of each share of each series shall be decreased in proportion to such decrease in outstanding shares .
(g)   Adjustments for Distribu t ion . In addition to any other adjustments pursu ant to the terms hereof, in th e event the Company shall declare a distribution payable in Common Stock, Common Stock equivalents or other securities of the Company, or any subsidiary, evidences of indebtednes s issu ed by the Company, or any subsid iary , assets (or rights to acquire assets), or options, rights or other prop erty to the hol ders of Common Stock, in each case whether by way of return of capital or otherwise ( includin g , without li mi tat ion , any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, r eclass ification, corporate r earrangemen t, scheme of arrangement or other similar t ransaction) (each , a “ Distribut io n ” ), then, in each s uch case the holders of the Series E Perpetual Convertible Preferred Stock shall be entitled to a proportionate share of any such Distribution as though they were the holders of the number of shares of Common Stock of the Company in to which their s har es of Series E Perpe tua l Convertible Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Company entitled t o receive such Distribution. Notwithstanding the foregoing, this Section 9(g) shall no t apply in re spect of the issuanc e of s hares of Common Stock or standard options to purchase Common Stock to director s , officers or employees of the Company in their capacity as such.
(h)   Adjustments for Recapi tal izati o n . If at any time or from time to time ther e shall be a recapitalization of the Common Stock (ot her than a s ubdivi sion, combination or merger or sale of assets transaction provided for elsewhere), provision shall be made so that the holders of the Series E Perpetual Convertible Preferred Stock s hall t hereafter be ent itled to r eceive upon conversion of the Series E Perpetual Convertible Preferred Stock th e number of shares of stock or other securities or property of the Company or otherwise, to which a holder of Com mon Stock deliverable upon conversion would have been entitled on suc h recapitalization. In any such case, appropriate adjustment sha ll b e made in the application of the provisions of this

Section w ith r espect to the rights of the holders of the Series E Perpetual Convertible Preferred Stock after th e recapitalization to the en d tha t the provisions of t hi s Section ( inc luding, without limitati on, provisions for adjustments of the F i xed Convers ion Pri ce and the number of shares of Common Stock issuable upo n conversion of the Series E Perpetual Convertible Preferred Stock) sha ll be applicab le after that event as nearly equivalent as may be practicable.
(i)   Notice of Record T aki ng. In the eve nt of any taking by the Company of a record of the holders of any class of securit i es for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash div id e nd) or o th er d istrib ution , any right to subsc ri be for, purchase or otherwise acqu ir e any shares of stock of any class or any other sec uriti es or property , or to receive any o ther right, the Company s h all mail to each holder of Series E Perpetual Convertible Preferred Stock, at least twenty (20) days p r io r to the date spec i fied therein, a not i ce specifying the date on whic h any such r ecord is to be take n fo r the purpose of s u ch dividend, d i str ibuti o n or right, and the amount a nd characte r of s u ch d i vide nd , distri bution or right
(j)  The Company shall at all times re serve and keep avai la b l e out of i ts aut h orized but unissued shares of Common Stock , solely for effecting the conversion of the s hare so the Series E Perpetual Conver t ib l e Preferred Stock, 200% of the number of s h ares of Common Stock as sha ll from time to ti m e be suffic i ent to effect conversion of all outstanding s h ares of Ser i es E P erpe tu a l Convert ibl e Preferred Stock (t h e “ Requ ired Reserve Amount ”); and if at any time th e number of authorized but unissued shares of Co mmon Stock s ha ll n ot be sufficient to enable the Co m pany to s a tisfy its o bli gatio n to h ave ava ilabl e for issuance upon conversio n of the Series E Perpetual Convertible Preferred Stock at le ast a number of shares of Co mmon Stock equal to the R equ ir ed Reserve Amount, the n , in addition to such other remedies as s h a ll be ava ilable to the holder of such Series E Perpetual Convertible Pr efe rred Stock, the Corporatio n will i mm ediate l y take all s u c h corpo r ate action as may , in the opinion of it s cou n sel, be necessary to increase its a uthori zed bu t un i ss u ed shares of Commo n Stock to suc h num ber of s h ares as shall be s u fficient for s u c h pu rposes, including, wit hout limitation, using it s best efforts to obtain the requ i site stockholde r approval of any necessary ame n dment t o these provisions as soon as p ossible .
Sect i on 10 . L i mita t ions of Co n version . Holders of the shares of Series E Perp etua l Convertible Preferred Stock shall be entit l ed to convert the Series E Perpetual Co n vert ibl e Pr eferred Stock i n full , r egardless of the beneficial ownership percentage of the ho ld er after g ivin g effect to s uch conversion.
Sect ion 1 1. Ranking . All shares of the Series E P er pe tua l Convertib l e Preferred Stock s h all ran k pari passu with all classes of Common Stock.
Sectio n 12. Amendment . The Third Amende d and Restated Articles of In corporation of t h e Company , as amended, s hall not be furt h er amended in any m an n er which would materially a l ter o r change the powers , preference or spec ial rights of the Series E Perpet u a l Co n vert ibl e Preferred Stock so as to affect them adversely without the affi r mat i ve vote of the h olders of a majority of the outstanding shares of Se ries E Perpetua l Convertible Preferred Stock, voting sepa rat e ly as a class.
Sect io n 13 . Fr act io nal Shares . Series E Perpetual Convertib l e Pre fe rr ed Stock m ay be is sued i n fractions of a s h are wh i ch shall entitle the hol d er, in p r oportio n to such holder’s fractio nal shares, to exercise voting rights , receive dividends, par ti cipate i n d ist r ib ut io ns and to h ave the be nefit of all other rights of holders of Ser i es E P e rp etual Co n verti b le Preferred S t ock.

Section 1 4 . Transfer of Series E Perpetual Convertible Preferred Stock . A holder may transfer some or all of its shares of Series E Perpetual Co nv ertible Preferred Stock wit h o ut the co n sent of the Co mp any.
Sectio n 15. Register . The Company sha ll maintain at it s principa l executive offices ( or suc h o th er office or agency of the Company as it may de signate by notice to the holders), a register for the shares of Series E Perpetual Convertib l e Preferred S t ock , in which the Company shal l record the name , address and facsim i le number of the per sons i n whose name the shares of Series E Perpetual Convert i ble Preferred Stock have been issued , as well as the name and address of each t ransferee . The Company may trea t the person in whose name any shares of Series E Perpetual Convertib l e Preferred Stock is registered on the register as t h e owner and holder thereof for all purposes , notwithstanding any notice to the contrary , but in all eve nt s recogni zi ng a n y proper l y made transfers. There s h all b e no registration requirements for the underlyin g Common Stock after the conversion of Ser i es E Perpetual Convertible Preferred Stock. Upon the conversion of Series E Perpetual Convertible Preferred Stock t o Commo n Stock, the Common Stock shall consist of re st ricted shares and may be traded only after six (6) months from i ts issuance in accordance with Rule 1 44 und er the Sec uri ties Act of 1933 .
RE SOLVED FURTHER, that the President o r any Vice President and the Secretary or any Assistant Secretary of this Company be , and they hereby are , authorized and directed to prepar e and file a Ce rt ificate of Designation of R igh ts , Preferences and Privileges i n accordance with th e foregoing resolu tio n and the prov i sions of Marshall Islands   law and to take such actions as they may deem necessary or appropriate to carry out the intent of t h e foregoing re so l ution.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

We further declare under penalty of perjury that the matters set forth in the foregoing Certificate of Designation are true and correct of our own knowledge.
Executed in Athens , Greece on March 29 , 2019.
     
     
   
/s/ Evangelos Pistiolis
   
Evangelos Pistiolis
   
President/Chief Executive Officer/Director
     
     
   
/s/ Andreas Louka
   
Andreas Louka
   
Secretary
     





FORM OF CONVERSION NOTICE
TO: TOP SHIPS , INC.
Th e und ers igned h e r e b y irre voc abl y ele c t s to c o nv e rt shar es o f Serie s E Perpetu a l Convertible Preferred Stock into Shar es of Common Stock of TOP SHIPS INC. , a ccording t o the conditions s tated therein , as of the dat e written below .
Date of Conversion:
 
Number of Preferred Shares to be Converted:
 
Conversion Amount (Liquidation Amount to be converted plus accrued and unpaid dividends):
 
Conversion Price:
 
Number of shares of Common Stock to be issued:
 
Number of Preferred Shares Remaining Unconverted:
 
Please issue the shares of Common Stock in the following name and to the following address:
Issue to:
   
Authorized Signature:
 
Name:
 
Title:
 
Broker DTC Participant Code:
 
Account Number: