Contract

Clause	Index	Page
1	Interpretation	1
2	Guarantee	2
3	Liability as Principal and Independent Debtor	3
4	Expenses	3
5	Adjustment of Transactions	4
6	Payments	4
7	Interest	4
8	Subordination	5
9	Enforcement	5
10	Representations and Warranties	6
11	Undertakings	9
12	Judgments and Currency Indemnity	15
13	Supplemental	16
14	Assignment	18
15	Notices	18
16	Invalidity of Bareboat Charter	19
17	Governing Law and Enforcement	19
Schedules
Schedule 1 Form of compliance Certificate		21

(1)	TOP SHIPS INC., a corporation incorporated under the laws of the ▇▇▇▇▇▇▇▇ Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands, MH96960 (the "Guarantor")

(2)	SEA 179 LEASING CO. LIMITED, a company incorporated under the laws of Hong Kong whose registered office is at ▇▇/▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (the "Owner" which expression includes its successors and assigns)

(A)

By a bareboat charter dated 11 January 2024 (the "Bareboat Charter") and made between (i) the Owner, as owner and (ii) PCH DREAMING INC., a corporation incorporated under the laws of the ▇▇▇▇▇▇▇▇ Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands, MH96960, as charterer (the "Charterer"), the Owner has agreed to bareboat charter  one (1) oil/chemical tanker named m.v. "Eco Marina Del Rey" with IMO no. 9798349 (the "Vessel") to the Charterer pursuant to the terms and conditions contained therein.

(B)	The Guarantor is the shareholder of the Charterer and holds all of the issued and outstanding shares in the Charterer.

(C)	The execution and delivery to the Owner of this Guarantee is one of the conditions to the chartering of the Vessel under the Bareboat Charter.

(D)	This Guarantee is the Guarantee referred to in the Bareboat Charter.

1	INTERPRETATION

1.1	Defined expressions

1.2	Construction of certain terms

(a)

cast, or control the casting of, more than 51 per cent, of the maximum number of votes that might be cast at a general meeting of such company;

(b)

appoint or remove all, or the majority, of the directors or other equivalent officers of such company; or

(c)

give directions with respect to the operating and financial policies of such company with which the directors or other equivalent officers of such company are obliged to comply.

2

GUARANTEE

2.1	Guarantee and indemnity

(a)	guarantees the due payment of all amounts payable by each other Relevant Person under or in connection to each Leasing Document to which such Relevant Person is a party;

(b)	undertakes to pay to the Owner on the Owner's demand any such amount which is not paid by that Relevant Person when due and payable under or in connection to that Leasing Document;

(c)	guarantees the punctual performance by that Relevant Person of all that Relevant Person's obligations under or in connection with that Leasing Document; and

(d)

fully indemnifies the Owner on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Owner as a result of or in connection with any obligation or liability guaranteed by the Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to the amount which the Owner would otherwise have been entitled to recover.

2.2	No limit on number of demands

2.3	Guarantee of whole amount

3	LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR

3.1	Principal and independent debtor

3.2	Waiver of rights and defences

(a)	any amendment or supplement being made to the Bareboat Charter or any other Leasing Document;

(b)	any arrangement or concession (including a rescheduling or acceptance of partial payments) relating to, or affecting, the Bareboat Charter or any other Leasing Document;

(c)	any release or loss (even though negligent) of any right or Security Interest created by any Leasing Document;

(d)	any failure (even though negligent) promptly or properly to exercise or enforce any such right or Security Interest, including a failure to realise for its full market value an asset covered by such a Security Interest; or

(e)	the Bareboat Charter or any other Leasing Document now being or later becoming void, unenforceable, illegal or invalid or otherwise defective for any reason, including a neglect to register it.

4

EXPENSES

4.1	Costs of preservation of rights, enforcement etc

4.2	Fees and expenses payable under Leasing Documents

5	ADJUSTMENT OF TRANSACTIONS

5.1	Reinstatement of obligation to pay

6

PAYMENTS

6.1	Method of payments

(a)	in immediately available funds;

(b)	to such account as the Owner may from time to time notify to the Guarantor;

(c)	without any form of set‑off, cross‑claim or condition; and

(d)	free and clear of any tax deduction or withholding for or on account of any tax payable under any law of relevant jurisdictions except a tax deduction which the Guarantor is required by law to make.

6.2	Grossing-up for taxes

6.3	Indemnity and evidence of payment of taxes

7

INTEREST

7.1	Accrual of interest

7.2	Calculation of interest

8	SUBORDINATION

8.1	Subordination of rights of Guarantor

(a)	claim, or in a bankruptcy of that Relevant Person prove for, any amount payable to the Guarantor by that Relevant Person, whether in respect of this Guarantee or any other transaction;

(b)	take or enforce any Security Interest for any such amount;

(c)	claim to set-off any such amount against any amount payable by the Guarantor to that Relevant Person; or

(d)	claim any subrogation or other right in respect of any Leasing Document or any sum received or recovered by the Owner under such Leasing Document.

9	ENFORCEMENT

9.1	No requirement to commence proceedings against other Relevant Person

9.2	Conclusive evidence of certain matters

(a)	any final and unappealable judgment or order of a court in England or any Relevant Jurisdiction or award of an arbitration tribunal in London in connection with the Bareboat Charter or any other Leasing Document; and

(b)	any statement or admission of any other Relevant Person in connection with the Bareboat Charter or any other Leasing Document,

10	REPRESENTATIONS AND WARRANTIES

10.1

General

10.2

Status

(a)	The Guarantor is duly incorporated and validly existing and in good standing under the laws of the ▇▇▇▇▇▇▇▇ Islands.

(b)	The Guarantor is not a FATCA foreign financial institution ("FFI") or a US Tax Obligor.

10.3	Corporate power

(a)	to execute this Guarantee or any other Leasing Document to which it is a party; and

(b)	to make all the payments contemplated by, and to comply with, this Guarantee or any other Leasing Document to which it is a party.

10.4	Consents in force

10.5	No conflicts

(a)	any law or regulation applicable to it; or

(b)	the constitutional documents of the Guarantor; or

(c)	any contractual or other obligation or restriction which is binding on the Guarantor or any of its assets.

10.6	Legal, valid and binding obligations

10.7	Governing law

10.8

Immunity

10.9	Pari passu ranking

10.10

Legal or administrative action

10.11

No insolvency

10.12

Tax obligor and place of business

10.13

No withholding taxes

10.14

Taxes paid

10.15

No default

10.16

Information

10.17

No litigation

10.18

Sanctions

(a)	No Relevant Person, nor any of their respective directors, officers, or employees, is a Prohibited Person.

(b)

Each Relevant Person, and their respective directors, officers, and employees is in compliance with all Sanctions laws, and none of them have been or are currently being investigated on compliance with Sanctions, they have not received notice or are aware of any claim, action, suit or proceeding against any of them with respect to Sanctions and they have not taken any action to evade the application of Sanctions.

(c)	No Relevant Person is in breach of any Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws and, to the extent required by applicable law, has instituted and maintained systems, controls, policies and procedures designed to:

(i)

prevent and detect incidences of bribery and corruption, money laundering and terrorism financing; and

(ii)

promote and achieve compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws including, but not limited to, ensuring thorough and accurate books and records, and utilization of best efforts to ensure that Affiliates acting on behalf of a Relevant Person shall act in compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws.

10.19

Environmental Laws

10.20

Environmental Claim

10.21

Environmental Incident

10.22

Ownership of the Charterer

10.23

Status of the Guarantor

(a)	Save for permitted under the Bareboat Charter, the shares of the Guarantor are traded on the NASDAQ or Over the Counter (OTC); and

(b)	the Guarantor is an entity reporting with the U.S. Securities and Exchange Commission.

11	UNDERTAKINGS

11.1

General

11.2	Information provided to be accurate

11.3	Provision of financial statements

(a)

as soon as possible, but in no event later than one hundred and fifty (150) days after the end of each financial year of the Charterers, the audited annual financial statement accounts of the Charterers for that financial year as referred to in the Guarantor's audited consolidated annual financial statement accounts of the Guarantor for that financial year to be delivered under paragraph (c);

(b)	as soon as possible, but in no event later than ninety (90) days after the end of each half-year, the unaudited semi-annual accounts of the Charterers for that half-year;

(c)	as soon as possible, but in no event later than one hundred and fifty (150) days after the end of each financial year of the Guarantor, the audited consolidated annual financial statement accounts of the Guarantor for that financial year; and

(d)	as soon as possible, but in no event later than ninety (90) days after the end of each half-year, the semi-annual consolidated unaudited accounts of the Guarantor for that half-year certified as to their correctness by at least one director of the Guarantor.

11.4	Form of financial statements

(a)	be prepared in accordance with all applicable laws and generally accepted accounting principles in the United States consistently applied;

(b)	give a true and fair view of (in respect of the audited accounts) or fairly representing (in the case of the management accounts) the state of affairs of the Group at the date of those accounts and of their profit for the period to which those accounts relate;

(c)	fully disclose or provide for all significant liabilities of the Group; and

(d)	If not in the English language, be accompanied by an English translation duly certified as to its correctness.

11.5	Shareholder and creditor notices

11.6

Consents

11.7	Valid obligations

(a)	do all that such Relevant Person reasonably can to ensure that any Leasing Document to which such Relevant Person is a party validly creates the obligations and the Security Interests which such Relevant Person purports to create; and

(b)

without limiting the generality of paragraph (a), promptly register, file, record or enrol any Leasing Document to which such Relevant Person is a party with any court or authority in all Relevant Jurisdictions, pay any stamp duty, registration or similar tax in all Relevant Jurisdictions in respect of any Leasing Document to which such Relevant Person is a party, give any notice or take any other step which, is or has become necessary or desirable for any such Leasing Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which such Relevant Person creates.

11.8	Notification of legal or administrative action

11.9	Notification of damage or default

(a)	will, and will procure that each other Relevant Person will, notify the Owner immediately of the occurrence of any damage and/or alteration caused to the Vessel by any reason whatsoever which results, or may be expected to result, in repairs on the Vessel which exceed $5,000,000; and

(b)	will, and will procure that each other Relevant Person will, notify the Owner immediately of the occurrence of any Termination Event,

11.10

Additional information

(a)	to themselves and/or the Vessel (including, but not limited to the condition, location and employment status of the Vessel); or

(b)	to any other matter relevant to, or to any provision of any Leasing Document to which it is a party,

11.11

Compliance with operational laws

11.12

Compliance with other laws

(a)

The Guarantor shall comply, and shall procure that each other Relevant Person will, comply with all applicable laws and regulations in respect of Sanctions, and in particular, the Charterers shall effect and maintain a sanctions compliance policy to ensure compliance with all such laws and regulations implemented from time to time.

(b)	The Guarantor:

(i)

shall, and shall procure that each other Relevant Person will, promptly notify the Owner of any non-compliance by any Relevant Person or their respective officers, directors, or employees with all laws and regulations relating to Sanctions, (including but not limited to notifying the Owner in writing immediately upon being aware that any Relevant Person or their respective shareholders, directors, officers or employees is a Prohibited Person or has otherwise become a target of Sanctions) as well as provide all information in relation to its business and operations which may be relevant for the purposes of ascertaining whether any of the aforesaid parties are in compliance with such laws.

(ii)

shall, and will procure that each other Relevant Person will, promptly notify the Owner of any non-compliance by any Relevant Person or their respective officers, directors, or employees with all laws and regulations relating to Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws as well as provide all information (once available) in relation to its business and operations which may be relevant for the purposes of ascertaining whether any of the aforesaid parties are in compliance with such laws.

(c)

The Guarantor shall procure that the Vessel shall not be employed, operated or managed in any manner which (i) is contrary to any Sanctions and in particular, the Vessel is not used by or to benefit any party which is a target of Sanctions or trade to any area or country where trading the Vessel to such area or country would constitute a breach of any Sanctions or published boycotts imposed by any of the United Nations, the European Union, the United States of America, the United Kingdom or the People's Republic of China (provided that operation or use of the Vessel by the Weco Charterer pursuant to the Weco Charter shall not in any case be deemed to be in breach or contrary to any published boycotts or sanctions imposed by the People's Republic of China) or (ii) would trigger the operation of any sanctions limitation or exclusion clause in any insurance documentation.

(d)	The Guarantor shall, and shall procure that each other Relevant Person and their respective officers, directors and employees, will:

(i)

conduct its business in compliance with all Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws;

(ii)

maintain systems, controls, policies and procedures designed to promote and achieve ongoing compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws;

(iii)

in respect of the Charterers, not use, or permit or authorize any person to directly or indirectly use, the Opening Capital Balance for any purpose that would breach any Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws; and

(iv)

not lend, invest, contribute or otherwise make available the Opening Capital Balance to or for any other person in a manner which would result in a violation of Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws.

11.13

No Security Interests

11.14

Financial covenants

(a)	The Guarantor shall ensure that, at any time during the Security Period, the Guarantor's Leverage Ratio shall not be more than seventy five per cent (75%).

(b)

The Guarantor shall ensure that all time during the Security Period the Liquid Funds shall not be less than $500,000 multiplied by the number of the Fleet Vessels which are fully owned by the Guarantor ("100% Owned Vessels") or leased or operated (including those under a capital lease or operating lease with a purchase option at the end of the relevant charter period) by the Guarantor and/or any member of the Group.

(a)

the Total Net Debt; and

(b)

the aggregate Market Value of all Fleet Vessels adjusted, in each case, to reflect the percentage of ownership by the Guarantor of each such Fleet Vessel.

(a)

subject to sub-paragraph (b) below, the arithmetic mean of the valuations shown by two (2) valuation reports prepared:

(i)

on a date no later than thirty (30) days after the Market Value Test Date;

(ii)

with or without physical inspection of that Vessel;

(iii)

on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment,

(b)

if there is a discrepancy of five per cent. (5%) or more between the market valuations shown on the two valuation reports obtained pursuant to the above paragraph  (using the lower valuation figure as the denominator), the arithmetic mean of the valuations shown by three (3) valuation reports each prepared on the same terms and conditions as set out under paragraph (b) above (except that the third valuation report additionally required under this sub-paragraph (b) shall be prepared by an Approved Valuer nominated by the Owners).

11.15

Compliance Certificate

11.16

Negative Pledge

(a)	procure that the Charterers will not create or permit to arise any Security Interest over any of its assets present or future except for the Permitted Security Interests.; and

(b)	procure that its liabilities under this Guarantee will rank at least pari passu with all its other present and future unsecured liabilities, except for liabilities which are mandatorily preferred by law.

11.17

No disposal of assets, change of business

(a)	transfer, lease or otherwise dispose of all or a substantial part of their respective assets (or any of their assets, in the case of the Charterer), whether by one transaction or a number of transactions, whether related or not except in the usual course of their respective trading operations; or

(b)	make any substantial change (or any change, in the case of the Charterer) to the nature of their respective business or corporate structure from that existing as at the date of this Guarantee.

11.18

No merger etc

11.19

FATCA

11.20

No payment of dividend

11.21

Notification of Financial Indebtedness

12	JUDGMENTS AND CURRENCY INDEMNITY

12.1	Judgments relating to Bareboat Charter and other Leasing Documents

12.2	Currency indemnity

(a)	making or lodging any claim or proof against the Guarantor, whether in its liquidation, any arrangement involving it or otherwise; or

(b)	obtaining an order, judgment or award from any court or other tribunal; or

(c)	enforcing any such order, judgment or award;

13	SUPPLEMENTAL

13.1	Continuing guarantee

13.2	Rights cumulative, non-exclusive

13.3	No impairment of rights under Guarantee

13.4	Severability of provisions

13.5	Guarantee not affected by other Security Interests

13.6	Guarantor bound by Bareboat Charter and other Leasing Documents

13.7	Applicability of provisions of Guarantee to other rights

13.8	Third party rights

13.9	Counterpart

13.10

FATCA Information

(a)	Subject to paragraph (c) below, each Party shall, on the date of the Bareboat Charter, and thereafter within ten (10) Business Days of a reasonable request by the other Party:

(i)

confirm to that other party whether it is a FATCA Exempt Party or is not a FATCA Exempt Party; and

(ii)

supply to the requesting party (with a copy to all other relevant parties) such other form or forms (including IRS Form W-8 or Form W-9 or any successor or substitute form, as applicable) and any other documentation and other information relating to its status under FATCA (including its applicable "pass thru percentage" or other information required under FATCA or other official guidance including intergovernmental agreements) as the requesting party reasonably requests for the purpose of the requesting party's compliance with FATCA.

(b)

If a Party confirms to any other Party that it is a FATCA Exempt Party or provides an IRS Form W-8 or W-9 showing that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, or that the said form provided has ceased to be correct or valid, that party shall so notify all other relevant parties or provide the relevant revised form, as applicable, reasonably promptly.

(c)

Nothing in this Clause shall oblige a Party to do anything which would or, in its reasonable opinion, might constitute a breach of any law or regulation, any policy of that party, any fiduciary duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that nothing in this paragraph shall excuse a Party from providing a true, complete and correct IRS Form W-8 or W-9 (or any successor or substitute form where applicable). Any information provided on such IRS Form W-8 or W-9 (or any successor or substitute forms) shall not be treated as confidential information of such party for purposes of this paragraph.

(d)	If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with the provisions of this Charter or the provided information is insufficient under FATCA, then:

(i)

if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party shall be treated for the purposes of this Charter and the Leasing Documents as if it is a FATCA Non-Exempt Party; and

(ii)

if that party failed to confirm its applicable passthru percentage then such party shall be treated for the purposes of this Charter and the Leasing Documents (and payments made thereunder) as if its applicable passthru percentage is 100%,

14	ASSIGNMENT

14.1	Assignment by Owner

14.2	Assignment by Guarantor

15

NOTICES

15.1	Notices to Guarantor

15.2	Validity of demands

(a)	on the date on which the amount to which it relates is payable by the Relevant Person under the Leasing Document to which it is a party;

(b)	at the same time as the service of a notice under clause 44 of the Bareboat Charter;

15.3	Notices to Owner

16	INVALIDITY OF BAREBOAT CHARTER

16.1	Invalidity of Bareboat Charter or other Leasing Documents

(a)	the Bareboat Charter or any other Leasing Document now being or later becoming, with immediate or retrospective effect, void, illegal, unenforceable or otherwise invalid for any other reason whatsoever, whether of a similar kind or not; or

(b)

without limiting the scope of paragraph (a), a bankruptcy of the Relevant Person party thereto, the introduction of any law or any other matter resulting in that Relevant Person being discharged from liability under the Bareboat Charter or other Leasing Document, or the Bareboat Charter or other Leasing Document ceasing to operate (for example, by interest ceasing to accrue);

17	GOVERNING LAW AND ARBITRATION

17.1	Governing law

17.2	Arbitration

(a)

Any dispute arising out of or in connection with this Guarantee (including a dispute regarding the existence, validity or termination of this Guarantee or any non-contractual obligation arising out of or in connection with this Guarantee) (a "Dispute") shall be referred to and finally resolved by arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause 17 (Governing Law and Arbitration). The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association ("LMAA") Terms current at the time when the arbitration proceedings are commenced.

(b)

The reference shall be to three arbitrators. A party wishing to refer a Dispute to arbitration shall appoint its arbitrator (who shall be either a full member of the LMAA, or a practising barrister of King's Counsel who is also a member of the Commercial Bar Association, or a retired High Court Judge practising as an arbitrator, in each case who carries on business in London) and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within (fourteen) 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the (fourteen) 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the (fourteen) 14 days specified, the party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he or she had been appointed by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. If the two arbitrators so appointed are unable to agree on the appointment of the third arbitrator, they or either of them may by written notice request the President of the LMAA to appoint the third arbitrator within fourteen (14) days of such request

(c)	Where the reference is to three arbitrators the procedure for making appointments shall be in accordance with the procedure for full arbitration stated above.

(d)	The language of the arbitration shall be English.

(e)	In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the Parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

1	We refer to the Guarantee. This is a Compliance Certificate. Terms defined in the Guarantee have the same meaning when used in this Compliance Certificate unless given a difference meaning in this Compliance Certificate.

2	We confirm that, as at the date hereof, no Termination Event has occurred and is continuing which has not been waived or remedied at the date hereof or if that is not the case, specifying the same and the steps, if any, being taken to remedy the same.

3	We confirm that, at any time during the Security Period, Leverage Ratio was not more than 75 per cent (75%).

4

We confirm that all time during the Security Period the Liquid Funds was not less than the aggregate of $500,000 multiplied by the number of the Fleet Vessels which are fully owned by the Guarantor or leased or operated (including those under a capital lease or operating lease with a purchase option at the end of the relevant charter period) by the Guarantor and/or any member of the Group. .

CMBFL Top Ships II Signature page to Guarantee – Eco ▇▇▇▇▇▇ ▇▇▇ ▇▇▇