Top Ships (TOPS) investor relations material

Risk factors and disclosures

• Directors and officers are indemnified for actions taken in good faith and in the best interests of the corporation, with certain exceptions for negligence or misconduct.

• Indemnification extends to legal expenses, settlements, and judgments, and continues for former directors and officers and their heirs.

• The company may advance legal expenses to directors and officers, subject to repayment if indemnification is ultimately not permitted.

• Insurance may be purchased to cover liabilities for directors and officers, even if indemnification is not available.

Management team and governance

• The registration statement is signed by the CEO, CFO, and directors, confirming their roles and responsibilities.

• The authorized U.S. representative is Puglisi & Associates, signed by Donald J. Puglisi.

Offering details and pricing

• The offering consists of up to $10,000,000 of units, each including one common share or one pre-funded warrant, and one and one-half Class D purchase warrants.

• Common shares underlying the warrants and placement agent warrants are also registered.

• Units, warrants, and underlying shares are validly issued, fully paid, and non-assessable when sold as described.