STATEMENT OF DESIGNATION OF THE
8.75% SERIES D CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK
OF
COSTAMARE INC.
COSTAMARE INC., a corporation organized
and existing under the Business Corporations Act (the “BCA”) of the Republic of the Marshall Islands (the “Corporation”),
in accordance with the provisions of Section 35 thereof and the Corporation’s Articles of Incorporation, does hereby certify:
The Board of Directors of the Corporation
has adopted the following resolution creating a series of Preferred Stock (this and other capitalized terms shall have the same
meaning as in the Articles of Incorporation, unless otherwise specified in this Statement of Designation or unless the context
otherwise requires) of the Corporation designated as “8.75% Series D Cumulative Redeemable Perpetual Preferred Stock.”
RESOLVED, that a series of Preferred Stock,
par value $0.0001 per share, of the Corporation be and hereby is created, and that the designation and number of shares of such
series, and the voting and other powers, preferences and relative, participating, optional or special rights and qualifications,
limitations and restrictions thereof, of the shares of such series, are as follows:
Section
1. Designation. The distinctive serial designation of such series of Preferred Stock is “8.75% Series D
Cumulative Redeemable Perpetual Preferred Stock” (“Series D Preferred Stock”). Each share of Series D
Preferred Stock shall be identical in all respects to every other share of Series D Preferred Stock, except as to the respective
dates from which dividends may begin accruing, to the extent such dates may differ. The Series D Preferred Stock represents perpetual
equity interests in the Corporation and shall not give rise to a claim for payment of a principal amount at a particular date.
Section
2. Shares.
| (a) | Number. The authorized number of shares of Series D Preferred Stock shall be 4,600,000, subject to increase by filing
a statement of designation with respect to such additional shares. Shares of Series D Preferred Stock that are purchased or otherwise
acquired by the Corporation shall be cancelled and shall revert to authorized but unissued Preferred Stock, undesignated as to
series. |
| (b) | Securities Depository. The Series D Preferred Stock shall be represented by a single certificate registered in the name
of the Securities Depository or its nominee, and no Holder of the Series D Preferred Stock shall be entitled to receive a certificate
evidencing such stock, unless otherwise required by law or the Securities Depository gives notice of its intention to resign or
is no longer eligible to act as such and the Corporation shall have not selected a substitute Securities Depository within 60 calendar
days thereafter. So long as the Securities Depository shall have been appointed and is serving, payments and communications made
by the Corporation to Holders of the Series D Preferred Stock shall be made by making payments to, and communicating with, the
Securities Depository. |
Section
3. Dividends.
| (a) | Dividends. Dividends on each share of Series D Preferred Stock shall be cumulative and shall accrue at the Dividend
Rate from the Original Issue Date (or, for any subsequently issued and newly outstanding stock, from the Dividend Payment Date
immediately preceding the issuance date of such stock) until such time as the Corporation pays the dividend or redeems the stock
in full in accordance with Section 6 below, whether or not such dividends shall have been declared, and whether or not there are
profits, surplus, or other funds legally available for the payment of dividends. Holders of Series D Preferred Stock shall be entitled
to receive dividends from time to time out of any assets of the Corporation legally available for the payment of dividends at the
Dividend Rate per share, when, as, and if declared by the Board of Directors. Dividends, to the extent declared to be paid by the
Corporation in accordance with this Statement of Designation, shall be paid quarterly on each Dividend Payment Date. Dividends
shall accumulate in each Dividend Period from and including the preceding Dividend Payment Date (other than the initial Dividend
Period, which shall commence on and include the Original Issue Date), to but excluding the next Dividend Payment Date for such
Dividend Period. If any Dividend Payment Date otherwise would fall on a date that is not a Business Day, declared dividends shall
be paid on the immediately succeeding Business Day without the accumulation of additional dividends. Dividends on the Series D
Preferred Stock shall be payable based on a 360-day year consisting of twelve 30-day months. |
| (b) | Payment and Priorities of Dividends. Not later than 5:00 p.m., New York City time, on each Dividend Payment Date,
the Corporation shall pay those dividends, if any, on the Series D Preferred Stock that shall have been declared by the Board of
Directors to the Securities Depository or, if there is no Securities Depository at the relevant time, to the Holders of record
of such stock as such Holders’ names appear on the stock transfer books of the Corporation maintained by the Registrar on
the applicable record date (the “Record Date”) for any dividend payment, being the Business Day immediately
preceding the applicable Dividend Payment Date, except that in the case of payments of dividends in arrears, the Record Date with
respect to a Dividend Payment Date shall be such date as may be designated by the Board of Directors in accordance with the Corporation’s
Bylaws and this Statement of Designation. No dividend shall be declared or paid or set apart for payment on any Junior Stock (other
than a dividend payable solely in shares of Junior Stock) unless full cumulative dividends have been or contemporaneously are being
paid or provided for on all outstanding Series D Preferred Stock and any Parity Stock through the most recent respective dividend
payment dates. Accumulated dividends in arrears for any past Dividend Period may be declared by the Board of Directors and paid
on any date fixed by the Board of Directors, whether or not a Dividend Payment Date, to Holders of the Series D Preferred Stock
on the record date for such payment, which may not be more than 60 days, nor less than 5 days, before such payment date. Subject
to the next succeeding sentence, if all accumulated dividends in arrears on all outstanding Series D Preferred Stock and any Parity
Stock shall not have been declared and paid, or if sufficient funds for the payment thereof shall not have been set apart, payment
of accumulated dividends in arrears on the Series D Preferred Stock and any such Parity Stock shall be made in order of their respective
dividend payment dates, commencing with the earliest. If less than all dividends payable with respect to all Series D Preferred
Stock and any Parity Stock are paid, any partial payment shall be made pro rata with respect to the Series D Preferred Stock and
any Parity Stock entitled to a dividend payment at such time in proportion to the |
aggregate dividend amounts
remaining due in respect of such shares at such time. Holders of the Series D Preferred Stock shall not be entitled to any dividend,
whether payable in cash, property or stock, in excess of full cumulative dividends. No interest or sum of money in lieu of interest
shall be payable in respect of any dividend payment which may be in arrears on the Series D Preferred Stock. So long as the Series
D Preferred Stock is held of record by the Securities Depository or its nominee, declared dividends shall be paid to the Securities
Depository in same-day funds on each Dividend Payment Date. In other circumstances, dividends may be paid by check mailed to the
registered address of the Holder, unless, in any particular case, the Corporation elects to pay by wire transfer.
Section
4. Liquidation Rights.
| (a) | Liquidation Event. Upon the occurrence of any Liquidation Event, Holders of Series D Preferred Stock shall be entitled
to receive out of the assets of the Corporation or proceeds thereof legally available for distribution to stockholders of the Corporation,
(i) after satisfaction of all liabilities, if any, to creditors of the Corporation, (ii) after all applicable distributions of
such assets or proceeds being made to or set aside for the holders of any Senior Stock then outstanding in respect of such Liquidation
Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of
any Parity Stock then outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds
is made to or set aside for the holders of Common Stock and any other classes or series of Junior Stock as to such distribution,
a liquidating distribution or payment in full redemption of such Series D Preferred Stock in an amount equal to the Series D Liquidation
Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then outstanding Senior Stock
shall be entitled to receive the applicable Liquidation Preference on such Senior Stock before any distribution shall be made to
the Holders of the Series D Preferred Stock or any Parity Stock and (y) the Holders of outstanding Series D Preferred Stock shall
be entitled to the Series D Liquidation Preference per share in cash concurrently with any distribution made to the holders of
Parity Stock and before any distribution shall be made to the holders of Common Stock or any other Junior Stock. Holders of Series
D Preferred Stock shall not be entitled to any other amounts from the Corporation, in their capacity as Holders of such stock,
after they have received the Series D Liquidation Preference. The payment of the Series D Liquidation Preference shall be a payment
in redemption of the Series D Preferred Stock such that, from and after payment of the full Series D Liquidation Preference, any
such Series D Preferred Stock shall thereafter be cancelled and no longer be outstanding. |
| (b) | Partial Payment. If, in the event of any distribution or payment described in Section 4(a) above where the Corporation’s
assets available for distribution to holders of the outstanding Series D Preferred Stock and any Parity Stock are insufficient
to satisfy the applicable Liquidation Preference for such Series D Preferred Stock and Parity Stock, the Corporation’s then
remaining assets or proceeds thereof legally available for distribution to stockholders of the Corporation shall be distributed
among the Series D Preferred Stock and such Parity Stock, as applicable, ratably on the basis of their relative aggregate Liquidation
Preferences. To the extent that the Holders of Series D Preferred Stock receive a partial payment of their Series D Liquidation
Preference, such partial payment shall reduce the Series D Liquidation Preference of their Series D Preferred Stock, but only to
the extent of such amount paid. |
| (c) | Residual Distributions. After payment of the applicable Liquidation Preference to the holders of the outstanding Series
D Preferred Stock and any Parity Stock, the Corporation’s remaining assets and funds shall be distributed among the holders
of the Common Stock and any other Junior Stock then outstanding according to their respective rights and preferences. |
Section
5. Voting Rights.
| (a) | General. The Series D Preferred Stock shall have no voting rights except as set forth in this Section 5 or as otherwise
provided by the BCA. |
| (b) | Right to Elect One Director. In the event that six quarterly dividends, whether consecutive or not, payable on the Series
D Preferred Stock are in arrears, the Holders of Series D Preferred Stock shall have the right, voting separately as a class together
with holders of any Parity Stock upon which like voting rights have been conferred and are exercisable, at the next meeting of
stockholders called for the election of directors, to elect one member of the Board of Directors only, and the size of the Board
of Directors shall be increased as needed to accommodate such change (unless the size of the Board of Directors already has been
increased by reason of the election of a director by holders of Parity Stock upon which like voting rights have been conferred
and with which the Series D Preferred Stock voted as a class for the election of such director). Such right of such Holders of
Series D Preferred Stock to elect a member of the Board of Directors shall continue until such time as all dividends accumulated
and in arrears on the Series D Preferred Stock shall have been paid in full, at which time such right shall terminate, subject
to revesting in the event of each and every subsequent failure to pay six quarterly dividends with respect to the Series D Preferred
Stock as described above in this Section 5(b). Upon any termination of the right of the Holders of the Series D Preferred Stock
and, if applicable, any other Parity Stock to vote as a class for such director, the term of office of the director then in office
elected by such Holders and holders voting as a class shall terminate immediately. The director elected by the Holders of the Series
D Preferred Stock and, if applicable, any other Parity Stock shall be entitled to one vote on any matter before the Board of Directors
and shall have one vote only. The Holders of the Series D Preferred Stock and, if applicable, any other Parity Stock shall not
be entitled to appoint more than one director on the Board of Directors at any time. |
| (1) | Unless the Corporation shall have received the affirmative vote or consent of the Holders of at least two-thirds of the outstanding
Series D Preferred Stock, voting as a single class, the Corporation may not adopt any amendment to the Articles of Incorporation
that adversely alters the preferences, powers or rights of the Series D Preferred Stock. |
| (2) | Unless the Corporation shall have received the affirmative vote or consent of the Holders of at least two-thirds of the outstanding
Series D Preferred Stock, voting as a class together with holders of any other Parity Stock upon which like voting rights have
been conferred and are exercisable, the Corporation may not (x) issue any Parity Stock if the cumulative dividends payable on outstanding
Series D Preferred Stock are in arrears or (y) create or issue any Senior Stock. |
| (d) | Voting Power. For any matter described in this Section 5 in which the Holders of the Series D Preferred Stock are entitled
to vote as a class (whether separately or together with the holders of any Parity Stock), such Holders shall be entitled to one
vote per share of Series D Preferred Stock. Any Series D Preferred Stock held by the Corporation or any of its subsidiaries or
Affiliates shall not be entitled to vote. |
| (e) | No Vote or Consent in Other Cases. No vote or consent of Holders of Series D Preferred Stock shall be required for (i)
the creation or incurrence of any indebtedness, (ii) the authorization or issuance of any Common Stock or other Junior Stock or
(iii) except as expressly provided in paragraph (c)(2) above, the authorization or issuance of any Preferred Stock of the Corporation. |
Section
6. Optional Redemption. The Corporation shall have the right at any time on or after May 13, 2020 to redeem the
Series D Preferred Stock, in whole or from time to time in part, from any source of funds. Any such redemption shall occur on a
date set by the Corporation (the “Redemption Date”).
| (a) | Redemption Price. The Corporation shall affect any such redemption by paying cash for each share of Series D Preferred
Stock to be redeemed equal to the Series D Liquidation Preference for such share on such Redemption Date (the “Redemption
Price”). So long as the Series D Preferred Stock are held of record by the Securities Depository or its nominee, the
Redemption Price shall be paid by the Paying Agent to the Securities Depository on the Redemption Date. |
| (b) | Redemption Notice. The Corporation shall give notice of any redemption by mail, postage prepaid, not less than 30 days
and not more than 60 days before the scheduled Redemption Date, to the Holders of record (as of the 5:00 p.m. New York City time
on the Business Day next preceding the day on which notice is given) of any Series D Preferred Stock to be redeemed as such Holders’
names appear on the Corporation’s stock transfer books maintained by the Registrar and Transfer Agent and at the address
of such Holders shown therein. Such notice (the “Redemption Notice”) shall state: (1) the Redemption Date, (2)
the number of Series D Preferred Stock to be redeemed and, if less than all outstanding Series D Preferred Stock are to be redeemed,
the number (and the identification) of shares to be redeemed from such Holder, (3) the Redemption Price, (4) the place where the
Series D Preferred Stock is to be redeemed and shall be presented and surrendered for payment of the Redemption Price therefor
and (5) that dividends on the stock to be redeemed shall cease to accumulate from and after such Redemption Date. |
| (c) | Effect of Redemption; Partial Redemption. If the Corporation elects to redeem less than all of the outstanding Series
D Preferred Stock, the number of shares to be redeemed shall be determined by the Corporation, and such shares shall be redeemed
pro rata or by lot as the Securities Depository shall determine, with adjustments to avoid redemption of fractional shares. The
aggregate Redemption Price for any such partial redemption of the outstanding Series D Preferred Stock shall be allocated correspondingly
among the redeemed Series D Preferred Stock. The Series D Preferred Stock not redeemed shall remain outstanding and subject to
all the terms provided in this Statement of Designation (including the Corporation’s right, if it elects so, to redeem all
or part of the Series D Preferred Stock outstanding at any relevant time in accordance with this Section 6 (including this paragraph
(c))). |
| (d) | Redemption Funds. If the Corporation gives or causes to be given a Redemption Notice, the Corporation shall deposit
with the Paying Agent funds sufficient to redeem the Series D Preferred Stock as to which such Redemption Notice shall have been
given, no later than 5:00 p.m. New York City time on the Business Day immediately preceding the Redemption Date, and shall give
the Paying Agent irrevocable instructions and authority to pay the Redemption Price to the Holders of the Series D Preferred Stock
to be redeemed upon surrender or deemed surrender (which shall occur automatically if the certificate representing such shares
is issued in the name of the Securities Depository or its nominee) of the certificates therefor as set forth in the Redemption
Notice. If the Redemption Notice shall have been given, from and after the Redemption Date, unless the Corporation defaults in
providing funds sufficient for such redemption at the time and place specified for payment pursuant to the Redemption Notice, all
dividends on such Series D Preferred Stock to be redeemed shall cease to accumulate and all rights of Holders of such shares as
the Corporation’s stockholders shall cease, except the right to receive the Redemption Price, and such shares shall not thereafter
be transferred on Corporation’s stock transfer books maintained by the Registrar and Transfer Agent or be deemed to be outstanding
for any purpose whatsoever. The Corporation shall be entitled to receive from the Paying Agent the interest income, if any, earned
on such funds deposited with the Paying Agent (to the extent that such interest income is not required to pay the Redemption Price
of the Series D Preferred Stock to be redeemed), and the Holders of any shares so redeemed shall have no claim to any such interest
income. Any funds deposited with the Paying Agent hereunder by the Corporation for any reason, including redemption of Series D
Preferred Stock, that remain unclaimed or unpaid after two years after the applicable Redemption Date or other payment date, shall
be, to the extent permitted by law, repaid to the Corporation upon its written request after which repayment the Holders of the
Series D Preferred Stock entitled to such redemption or other payment shall have recourse only to the Corporation. Notwithstanding
any Redemption Notice, there shall be no redemption of any Series D Preferred Stock called for redemption until funds sufficient
to pay the full Redemption Price of such shares shall have been deposited by the Corporation with the Paying Agent. Rights of Holders
of Series D Preferred Stock may be terminated in advance of the Redemption Date provided that adequate notice has been published
that sufficient funds will be made available to stockholders within 90 days. No rights should be terminated, even if the Redemption
Date has passed, if there is a default in funds available for redemption. |
| (e) | Certificate. Any Series D Preferred Stock that is redeemed or otherwise acquired by the Corporation shall be canceled
and shall constitute Preferred Stock subject to designation by the Board of Directors as set forth in the Articles of Incorporation.
If only a portion of the Series D Preferred Stock represented by a certificate shall have been called for redemption, upon surrender
of the certificate to the Paying Agent (which shall occur automatically if the certificate representing such shares is registered
in the name of the Securities Depository or its nominee), the Paying Agent shall issue to the Holder of such shares a new certificate
(or adjust the applicable book-entry account) representing the number of shares of Series D Preferred Stock represented by the
surrendered certificate that have not been called for redemption. |
| (f) | Redemption Priority. Notwithstanding anything to the contrary in this Section 6, in the event that full cumulative dividends
on the Series D Preferred Stock and any Parity Stock shall not have been paid or declared and set apart for payment, the Corporation
shall not be permitted to repurchase, redeem or otherwise acquire, in whole or in part, |
any Series D Preferred Stock
or Parity Stock except pursuant to a purchase or exchange offer made on the same terms to all holders of Series D Preferred Stock
and any Parity Stock. The Corporation shall not be permitted to redeem, repurchase or otherwise acquire any Common Stock or any
other Junior Stock unless full cumulative dividends on the Series D Preferred Stock and any Parity Stock for all prior and the
then ending Dividend Periods shall have been paid or declared and set apart for payment.
Section
7. Rank. The Series D Preferred Stock shall be deemed to rank:
| (a) | Seniority. Senior to (i) all classes of Common Stock, (ii) if issued, any Series A Participating Preferred Stock and
(iii) any other class or series of capital stock established after the Original Issue Date by the Board of Directors, the terms
of which class or series expressly provide that it is made junior to the Series D Preferred Stock or any Parity Stock as to dividend
distributions and distributions upon any Liquidation Event (collectively referred to with the Corporation’s Common Stock
as “Junior Stock”); |
| (b) | Parity. On a parity with (i) the Series B Preferred Stock (ii) Series C Preferred Stock and (iii) any class or series
of capital stock established after the Original Issue Date by the Board of Directors, the terms of which class or series are not
expressly subordinated or senior to the Series D Preferred Stock as to dividend distributions and distributions upon any Liquidation
Event (referred to as “Parity Stock”); and |
| (c) | Junior. Junior to any class or series of capital stock established after the Original Issue Date by the Board of Directors,
the terms of which class or series expressly provide that it ranks senior to the Series D Preferred Stock as to dividend distributions
and distributions upon any Liquidation Event (referred to as “Senior Stock”). |
The Corporation may issue Junior Stock
and, subject to Section 5(c)(2) of this Statement of Designation, Parity Stock from time to time in one or more series without
the consent of the holders of the Series D Preferred Stock or Senior Stock. The Board of Directors has the authority to determine
the preferences, powers, qualifications, limitations, restrictions and special or relative rights or privileges, if any, of any
such series before the issuance of any shares of that series. The Board of Directors shall also determine the number of shares
constituting each series of securities.
Section
8. Definitions. As used herein with respect to the Series D Preferred Stock:
“Affiliate” means,
in regard to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls or is controlled
by, or is under common control with, the Person specified. As used in this definition, “control” (including
the terms controlling, controlled by and under common control with) means the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting
securities, by contract, or otherwise.
“Articles of Incorporation”
means the second amended and restated articles of incorporation of the Corporation, as they may be amended from time to time in
a manner consistent with this Statement of Designation, and shall include this Statement of Designation.
“BCA” has the meaning
set forth in the introductory paragraph of this Statement of Designation.
“Board of Directors”
means the board of directors of the Corporation or, to the extent permitted by the Articles of Incorporation and the BCA, any
authorized committee thereof.
“Business Day” means
a day on which the New York Stock Exchange is open for trading and which is not a Saturday, a Sunday or other day on which banks
in New York City are authorized or required by law to close.
“Bylaws” means the
bylaws of the Corporation, as they may be amended from time to time.
“Common Stock” means
the common stock of the Corporation, par value $0.0001 per share, and any other outstanding class of common stock of the Corporation.
“Corporation” has the
meaning set forth in the introductory paragraph of this Statement of Designation.
“Dividend Payment Date”
means each January 15, April 15, July 15 and October 15 of each year, commencing July 15, 2015.
“Dividend Period” means
a period of time commencing on and including a Dividend Payment Date (other than the initial Dividend Period, which shall commence
on and include the Original Issue Date) and ending on and including the calendar day next preceding the next Dividend Payment
Date.
“Dividend Rate” means
a rate equal to 8.75% per annum of the Stated Series D Liquidation Preference per share.
“Holder” means the
Person in whose name the Series D Preferred Stock is registered on the stock register of the Corporation maintained by the Registrar
and Transfer Agent.
“Junior Stock” has
the meaning set forth in Section 7(a) of this Statement of Designation.
“Liquidation Event”
means the occurrence of a liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary.
Neither the sale of all or substantially all of the property or business of the Corporation nor the consolidation or merger of
the Corporation with or into any other Person, individually or in a series of transactions, shall be deemed a Liquidation Event.
“Liquidation Preference”
means, in connection with any distribution in connection with a Liquidation Event pursuant to Section 4(a) of this Statement of
Designation and with respect to any holder of any class or series of capital stock of the Corporation, the amount otherwise payable
to such holder in such distribution with respect to such class or series of capital stock (assuming no limitation on the assets
of the Corporation available for such distribution), including an amount equal to any accrued but unpaid dividends thereon to
the date fixed for such payment, whether or not declared (if the terms of the applicable class or series of capital stock of the
Corporation so provide). For avoidance of doubt, for the foregoing purposes the Series D Liquidation Preference is the Liquidation
Preference with respect to the Series D Preferred Stock.
“Officer’s Certificate”
means a certificate signed by the Corporation’s Chief Executive Officer or the Chief Financial Officer or another duly authorized
officer.
“Original Issue Date”
means May 13, 2015.
“Parity Stock” has
the meaning set forth in Section 7(b) of this Statement of Designation.
“Paying Agent” means
American Stock Transfer & Trust Company, acting in its capacity as paying agent for the Series D Preferred Stock, and its
respective successors and assigns or any other payment agent appointed by the Corporation.
“Person” means a legal
person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability
company, trust or entity.
“Preferred Stock” means
any of the Corporation’s capital stock, however designated, which entitles the holder thereof to a preference with respect
to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation’s affairs, over shares of the Common Stock.
“Record Date” has the
meaning set forth in Section 3(b) of this Statement of Designation.
“Redemption Date” has
the meaning set forth in Section 6 of this Statement of Designation.
“Redemption Notice”
has the meaning set forth in Section 6(b) of this Statement of Designation.
“Redemption Price”
has the meaning set forth in Section 6(a) of this Statement of Designation.
“Registrar” means American
Stock Transfer & Trust Company, acting in its capacity as registrar for the Series D Preferred Stock, and its successors and
assigns or any other registrar appointed by the Corporation.
“Securities Depository”
means The Depository Trust Company, and its successors or assigns or any other securities depository selected by the Corporation.
“Senior Stock” has
the meaning set forth in Section 7(c) of this Statement of Designation.
“Series A Participating Preferred
Stock” means the Corporation’s Series A Participating Preferred Stock as provided for in the Corporation’s
Stockholders Rights Agreement.
“Series B Preferred Stock”
means the Corporation’s 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share, liquidation
preference $25.00 per share.
“Series C Preferred Stock”
means the Corporation’s 8.50% Series C Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share, liquidation
preference $25.00 per share.
“Series D Liquidation Preference”
means a liquidation preference for each share of Series D Preferred Stock initially equal to $25.00 per share, which liquidation
preference shall be subject to (a) increase by the per share amount of any accumulated and unpaid dividends (whether or not such
dividends shall have been declared) and (b) decrease upon a distribution in connection with a Liquidation Event described in Section
4 of this Statement of Designation which does not result in payment in full of the liquidation preference of such share of Series
D Preferred Stock.
“Series D Preferred Stock”
has the meaning set forth in Section 1 of this Statement of Designation.
“Stated Series D Liquidation
Preference” means an amount equal to $25.00 per share of Series D Preferred Stock.
“Statement of Designation”
means this Statement of Designation relating to the Series D Preferred Stock, as it may be amended from time to time in a manner
consistent with this Statement of Designation, the Articles of Incorporation and the BCA.
“Transfer Agent”
means American Stock Transfer & Trust Company, acting in its capacity as transfer agent for the Series D Preferred Stock,
and its respective successors and assigns or any other transfer agent appointed by the Corporation.
For all purposes relevant to this Statement
of Designation: the terms defined in the singular have a comparable meaning when used in the plural and vice versa; whenever the
words “include,” “includes,” or “including” are used, they are deemed followed by the words
“without limitation;” all references to number of shares, amounts per share, prices, and the like shall be subject
to appropriate adjustment for stock splits, stock combinations, stock dividends and similar events; and, except as otherwise set
forth in this Statement of Designation, if any event under this Statement of Designation occurs on a day that is not a Business
Day, such event shall be deemed to occur on the first Business Day after such date.
Section 9. Fractional
Shares. No Series D Preferred Stock may be issued in fractions of a share.
Section 10. No
Sinking Fund. The Series D Preferred Stock shall not have the benefit of any sinking fund.
Section 11. Record
Holders. To the fullest extent permitted by applicable law, the Corporation, the Registrar, the Transfer Agent and the Paying
Agent may deem and treat the Holder of any Series D Preferred Stock as the true, lawful and absolute owner thereof for all purposes,
and neither the Corporation nor the Registrar, the Transfer Agent or the Paying Agent shall be affected by any notice to the contrary.
Section 12. Notices.
All notices or communications in respect of the Series D Preferred Stock shall be sufficiently given if given in writing and
delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Statement
of Designation, in the Articles of Incorporation and Bylaws or by applicable law.
Section 13. Other
Rights. The Series D Preferred Stock shall not have any voting powers, preferences or relative, participating, optional or
other special rights, or qualifications, limitations or restrictions thereof, other than as set forth in this Statement of Designation
or in the Articles of Incorporation or as provided by applicable law.
[REMAINDER OF THIS
PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned, being
duly authorized thereto, does hereby affirm that this certificate is the act and deed of the Corporation and that the facts herein
stated are true, and accordingly has hereunto set his hand this 6th day of May ,
2015.
COSTAMARE INC.
| By: |
/s/ Gregory Zikos |
|
| |
Name: Gregory Zikos |
|
| |
Title: Chief Financial Officer |
|
