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CASTOR MARITIME INC.
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Dated: October 11, 2019
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By:
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/s/ Petros Panagiotidis
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Petros Panagiotidis
Chairman, Chief Executive Officer and
Chief Financial Officer
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AMENDED AND RESTATED
STATEMENT OF DESIGNATIONS OF CASTOR MARITIME INC. Reg. No. 92609 |
REPUBLIC OF THE MARSHALL ISLANDS
REGISTRAR OF CORPORATIONS
DUPLICATE COPY
The original of this Document was
FILED ON |
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NON RESIDENT
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October 10, 2019
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/s/ Charisma Tompkins
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Charisma Tompkins
Deputy Registrar |
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(a) |
Number. The authorized number of shares of Series A
Preferred Shares shall be four hundred eighty thousand (480,000), subject to increase by filing a statement of designation with respect to such additional shares. Shares of Series A Preferred Shares that are repurchased or otherwise
acquired by the Company shall be cancelled and shall revert to authorized but unissued Preferred Stock, undesignated as to series.
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(a) |
Dividends. Dividends on each share of Series A Preferred
Shares shall be cumulative and shall accrue at the Dividend Rate from January 1, 2022 (or, for any newly issued and outstanding shares, from the Dividend Payment Date immediately preceding the issuance date of such stock or for shares
issued on or before June 14, 2022 then January 1, 2022) until such time as the Company 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. No dividends shall accrue or accumulate for the period from July 1, 2019 to December 31, 2021. Holders of Series A Preferred Shares shall be
entitled to receive dividends from time to time out of any assets of the Company 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 Company in accordance with this Statement of Designation, shall be paid semi-annually on each Dividend Payment Date. Dividends shall accumulate in each Dividend Period from and including the preceding Dividend
Payment Date or January 1, 2022, as the case may be, to but excluding the applicable next Dividend Payment Date for such Dividend Period. If any Dividend Payment Date otherwise would fall on a day 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 A Preferred Shares shall be payable based on a 360-day year consisting of twelve 30-day months.
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(b) |
Payment and Priorities of Dividends. Not later than 5:00 p.m., New York City time, on each Dividend Payment Date, the Company shall pay those dividends, if any, on the Series A Preferred Shares that
shall have been declared by the Board of Directors to the Holders of record of such shares as such Holders’ names appear on the stock transfer books of the Company maintained at the Company or by the Registrar and Transfer Agent on the applicable record date (the “Record Date”), 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 Company’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 A Preferred Shares for all prior and the then-ending Dividend Periods.
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(a) |
Liquidation Event. Upon the occurrence of any Liquidation
Event, Holders of Series A Preferred Shares shall be entitled to receive out of the assets of the Company or proceeds thereof legally available for distribution to stockholders of the Company, (i) after satisfaction of all liabilities, if
any, to creditors of the Company, (ii) after payment of taxes, costs and expenses that may be payable with respect to the Liquidation Event and (iii) 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 A Preferred Shares in an amount initially equal to $30.00 per share
in cash, plus an amount equal to accumulated and unpaid dividends thereon to the date fixed for payment of such amount (whether or not declared) (the “Liquidation Preference”). For purposes of clarity, upon the occurrence of any Liquidation Event, the
Holders of outstanding Series A Preferred Shares shall be entitled to the Liquidation Preference per share in cash before any distribution shall be made to the holders of Common Stock or any other Junior Stock. Holders of Series A
Preferred Shares shall not be entitled to any other amounts from the Company, in their capacity as Holders of such stock, after they have received the Liquidation Preference. The payment of the Liquidation Preference shall be a payment in
redemption of the Series A Preferred Shares such that, from and after payment of the full Liquidation Preference, any such Series A Preferred Shares shall thereafter be cancelled and no longer be outstanding.
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(b) |
Partial Payment. In the event that the distribution or payment described in Section 4(a) above where the Company’s assets available for distribution to holders of the outstanding Series A Preferred Shares are
insufficient to permit payment of all required amounts, the Company’s then remaining assets or proceeds thereof legally available for distribution to stockholders of the Company shall be distributed among the Series A Preferred Shares,
as applicable, ratably on the basis of their relative aggregate liquidation preferences. To the extent that the Holders of Series A Preferred Shares
receive a partial payment of their Liquidation Preference, such partial ‘payment shall reduce the Liquidation Preference of their Series A Preferred Shares, but only to the extent of such amount paid.
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(c) |
Residual Distributions. After payment of all required amounts to the Holders of the outstanding Series A Preferred Shares, the Company’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.
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(a) |
General. The Series A Preferred Shares shall have no voting rights except as set forth in this Section 5 or as otherwise provided by
Marshall Islands law.
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(b) |
Amendments. Unless the Company shall have received the
affirmative vote or consents of the Holders of at least two thirds of the outstanding Series A Preferred Shares, voting as a single class, the Company may not adopt any amendment to the Articles of Incorporation that adversely alters the
preferences, powers or rights of the Series A Preferred Shares
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(a) |
Redemption Price. The Company may redeem each share of Series A Preferred Shares with cash, Common Stock or a Note as shall be determined by the Company at its sole discretion. If the Company redeems Series
A Preferred Shares with cash then each share of Series A Preferred Shares shall have a value of $30.00 per share, whether or not declared (the “Cash Redemption Price”). If paid in Common Stock or a Note, then each Series A Preferred Share shall have a value of $25.00 per share, whether or not declared (the “Cashless Redemption Price” and together with the Cash Redemption Price, the “Redemption Price”). If paid in Common Stock, the price of the Common Stock will be 90% of the lowest daily volume weighted
average price on any trading day during the 5-consecutive trading day period ending and including the trading day immediately prior to the date of the
applicable Redemption Date.
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(b) |
Redemption Notice. The Company shall give notice of any
redemption by mail not less than 30 days and not more than 60 days before the scheduled Redemption Date, to the Holders of record (as of 5:00 p.m. New York City time on the Business Day next preceding the day on which notice is given) of
any Series A Preferred Shares to be redeemed as such Holders’ names appear on the Company’s stock transfer books maintained at the Company or 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 A Preferred Shares to be redeemed and, if less than all outstanding Series A Preferred Shares 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 A Preferred Shares 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.
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(c) |
Effect of Redemption; Partial Redemption. If the Company elects to redeem less than all of the outstanding Series A Preferred Shares, the
number of shares to be redeemed shall be determined by the Company, and such shares shall be redeemed pro rata or by lot, with adjustments to avoid redemption of fractional shares. The Company shall give notice, or cause notice to be
given, to the Holders of the number of shares of Series A Preferred Shares to be redeemed, and the Company shall determine the number of Series A Preferred Shares to be redeemed from the account of each of its participants holding such
shares in its participant account. The aggregate Redemption Price for any such partial redemption of the outstanding Series A Preferred Shares shall be allocated correspondingly among the redeemed Series A Preferred Shares. The Series A
Preferred Shares not redeemed shall remain outstanding aria subject to all the terms provided in this Statement of Designation (including the Company’s right, if it elects so, to redeem all or part of the Series A Preferred Shares outstanding at any relevant time in accordance with this Section 6 (including this paragraph (c))).
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(d) |
Redemption Funds. If the Company gives or causes to be given a Redemption Notice, the Company shall deposit with the Paying Agent funds sufficient to redeem the Series A Preferred Shares 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 A Preferred Shares to be redeemed upon surrender or deemed surrender of the certificates therefor. If the Redemption Notice shall
have been given, from and after the Redemption Date, unless the Company 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 A Preferred Shares to be redeemed shall cease to accumulate and all rights of Holders of such shares as the Company’s stockholders shall cease, except the right to receive the Redemption Price, and such shares shall not
thereafter be transferred on Company’s stock transfer books maintained at the Company or by the Registrar and Transfer Agent or be deemed to be outstanding for any purpose whatsoever. The Company 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 A Preferred Shares 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 Company for any reason, including, but not limited to, redemption of Series A Preferred
Shares, 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 Company upon its written request after which repayment the
Holders of the Series A Preferred Shares entitled to such redemption or other payment shall have recourse only to the Company. Notwithstanding any Redemption Notice, there shall be no redemption of any Series A Preferred Shares called
for redemption until funds sufficient to pay the full Redemption Price of such shares shall have been deposited by the Company with the Paying Agent.
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(e) |
Certificate. If only a portion of the Series A Preferred
Shares represented by a certificate shall have been called for redemption, upon surrender of the certificate to the Paying Agent, 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 A Preferred Shares represented by the surrendered certificate that have not been called for redemption
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By:
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/s/ Petros Panagiotidis
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Name:
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Petros Panagiotidis
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Title:
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Chief Executive Officer, Chief Financial Officer and Director
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(a) |
any misrepresentation or breach of any representation or warranty of the Holders contained in this Agreement or in any certificate or other instrument delivered by the Holders at the Closing;
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(b) |
any breach of any covenant of the Holders contained in this Agreement; and
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(c) |
any and all actions, suits, demands, assessments or judgments with respect to any claim arising out of or relating to the subject matter of the indemnification.
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Holders:
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CASTOR MARITIME INC.
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UNIVERSE SHIPPING INC.
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By:
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/s/ Petros Panagiotidis |
By:
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/s/ Savvas Polydorou | |||
Name:
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Petros Panagiotidis
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Name:
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Savvas Polydorou
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Title:
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Chairman, CEO, CFO
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Title:
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Director
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SIMPLE LIFE CORP.
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By:
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/s/ Nikol Skoufidou
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Name:
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Nikol Skoufidou
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Title:
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Director
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INFINITY SHIPPING INC.
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By:
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/s/ Areti Charidemou | |||||
Name:
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Areti Charidemou
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Title:
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Director
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BALMONT NAVIGATION COMPANY
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By:
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/s/ Socrates Ellinas | |||||
Name:
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Socrates Ellinas
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Title:
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Director
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MEJEN NAVIGATION CO.
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By:
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/s/ Petros Petrou | |||||
Name:
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Petros Petrou
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Title:
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Director
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MALPAIS SHIPTRADE INC.
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By:
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/s/ Dimitrakis Petrou | |||||
Name:
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Dimitrakis Petrou
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Title:
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Director
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TANISHA INVESTMENT INC.
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By:
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/s/ Georgios Antoniou | |||||
Name:
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Georgios Antoniou
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Title:
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Director
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MATTELL CHARTERING LIMITED
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By:
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/s/ Androula Papathoma | |||||
Name:
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Androula Papathoma
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Title:
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Director
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Holders of Series A Preferred Shares
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Amount of Series A Preferred Shares
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Common Shares of the Company
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Universe Shipping Inc
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98,000
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61,250
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Simple Life Corp
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96,000
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60,000
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Infinity Shipping Inc
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48,000
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30,000
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Balmont Navigation Company
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48,000
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30,000
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Mejen Navigation Co.
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48,000
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30,000
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Malpais Shiptrade Inc.
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48,000
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30,000
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Tanisha Investment Inc.
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48,000
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30,000
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Mattell Chartering Limited
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46,000
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28,750
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(a) |
Number. The authorized number of shares of Series A Preferred Shares shall be four hundred eighty thousand (480,000), subject to increase by filing a statement of designation with respect
to such additional shares. Shares of Series A Preferred Shares that are repurchased or otherwise acquired by the Company shall be cancelled and shall revert to authorized but unissued Preferred Stock, undesignated as to series.
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(a) |
Dividends. Dividends on each share of Series A Preferred Shares shall be cumulative and shall accrue at the Dividend Rate from January 1, 2022 (or, for any newly issued and outstanding
shares, from the Dividend Payment Date immediately preceding the issuance date of such stock or for shares issued on or before June 14, 2022 then January 1, 2022) until such time as the Company 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. No dividends shall accrue or accumulate for the period from July 1, 2019 to December 31, 2021. Holders of Series A Preferred Shares shall be entitled to receive dividends from time to time out of any assets of
the Company 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 Company in accordance with this
Statement of Designation, shall be paid semi-annually on each Dividend Payment Date. Dividends shall accumulate in each Dividend Period from and including the preceding Dividend Payment Date or January 1, 2022, as the case may be, to
but excluding the applicable next Dividend Payment Date for such Dividend Period. If any Dividend Payment Date otherwise would fall on a day 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 A Preferred Shares shall be payable based on a 360-day year consisting of twelve 30-day months.
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(b) |
Payment and Priorities of Dividends. Not later than 5:00 p.m., New York City time, on each Dividend Payment Date, the Company shall pay those dividends, if any, on the Series A Preferred
Shares that shall have been declared by the Board of Directors to the Holders of record of such shares as such Holders’ names appear on the stock transfer books of the Company maintained at the Company or by the Registrar and Transfer
Agent on the applicable record date (the “Record Date”), 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 Company’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 A Preferred Shares for all prior
and the then-ending Dividend Periods.
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(a) |
Liquidation Event. Upon the occurrence of any Liquidation Event, Holders of Series A Preferred Shares shall be entitled to receive out of the assets of the Company or proceeds thereof legally available for distribution to stockholders of the Company, (i) after satisfaction of all liabilities, if any, to creditors of the Company, (ii) after payment of taxes, costs and
expenses that may be payable with respect to the Liquidation Event and (iii) 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 A Preferred Shares in an amount initially equal to $30.00 per share in cash, plus an amount equal to accumulated and unpaid dividends
thereon to the date fixed for payment of such amount (whether or not declared) (the “Liquidation Preference”). For purposes of clarity, upon the occurrence of any Liquidation Event, the
Holders of outstanding Series A Preferred Shares shall be entitled to the Liquidation Preference per share in cash before any distribution shall be made to the holders of Common Stock or any other Junior Stock. Holders of Series A
Preferred Shares shall not be entitled to any other amounts from the Company, in their capacity as Holders of such stock, after they have received the Liquidation Preference. The payment of the Liquidation Preference shall be a
payment in redemption of the Series A Preferred Shares such that, from and after payment of the full Liquidation Preference, any such Series A Preferred Shares shall thereafter be cancelled and no longer be outstanding.
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(b) |
Partial Payment. In the event that the distribution or payment described in Section 4(a) above where the Company’s assets available for distribution to holders of the outstanding Series A
Preferred Shares are insufficient to permit payment of all required amounts, the Company’s then remaining assets or proceeds thereof legally available for distribution to stockholders of the Company shall be distributed among the
Series A Preferred Shares, as applicable, ratably on the basis of their relative aggregate liquidation preferences. To the extent that the Holders of Series A Preferred Shares receive a partial payment of their Liquidation Preference,
such partial payment shall reduce the Liquidation Preference of their Series A Preferred Shares, but only to the extent of such amount paid.
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(c) |
Residual Distributions. After payment of all required amounts to the Holders of the outstanding Series A Preferred Shares, the Company’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.
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(a) |
General. The Series A Preferred Shares shall have no voting rights except as set forth in this Section 5 or as otherwise provided by Marshall Islands law.
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(b) |
Amendments. Unless the Company shall have received the affirmative vote or consents of the Holders of at least two thirds of the outstanding Series A Preferred Shares, voting as a single
class, the Company may not adopt any amendment to the Articles of Incorporation that adversely alters the preferences, powers or rights of the Series A Preferred Shares
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(a) |
Redemption Price. The Company may redeem each share of Series A Preferred Shares with cash, Common Stock or a Note as shall be determined by the Company at its sole discretion. If the
Company redeems Series A Preferred Shares with cash then each share of Series A Preferred Shares shall have a value of $30.00 per share, whether or not declared (the “Cash Redemption Price”). If
paid in Common Stock or a Note, then each Series A Preferred Share shall have a value of $25.00 per share, whether or not declared (the “Cashless Redemption Price” and together with the Cash
Redemption Price, the “Redemption Price”). If paid in Common Stock, the price of the Common Stock will be 90% of the lowest daily volume weighted
average price on any trading day during the 5-consecutive trading day period ending and including the trading day immediately prior to the date of the applicable Redemption Date.
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(b) |
Redemption Notice. The Company shall give notice of any redemption by mail not less than 30 days and not more than 60 days before the scheduled Redemption Date, to the Holders of record (as
of 5:00 p.m. New York City time on the Business Day next preceding the day on which notice is given) of any Series A Preferred Shares to be redeemed as such Holders’ names appear on the Company’s stock transfer books maintained at the
Company or 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 A Preferred Shares to be redeemed and, if less than all outstanding Series A Preferred Shares 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 A Preferred Shares 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.
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(c) |
Effect of Redemption; Partial Redemption. If the Company elects to redeem less than all of the outstanding Series A Preferred Shares, the
number of shares to be redeemed shall be determined by the Company, and such shares shall be redeemed pro rata or by lot, with adjustments to avoid redemption of fractional shares. The Company shall give notice, or cause notice to be
given, to the Holders of the number of shares of Series A Preferred Shares to be redeemed, and the Company shall determine the number of Series A Preferred Shares to be redeemed from the account of each of its participants holdin such
shares in its participant account. The aggregate Redemption Price for any such partial redemption of the outstanding Series A Preferred Shares shall be allocated correspondingly among the redeemed Series A Preferred Shares. The Series
A Preferred Shares not redeemed shall remain outstanding aria subject to all the terms provided in this Statement of Designation (including the Company’s right, if it elects so, to redeem all or part of the Series A Preferred Shares
outstanding at any relevant time in accordance with this Section 6 (including this paragraph (c))).
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(d) |
Redemption Funds. If the Company gives or causes to be given a Redemption Notice, the Company shall deposit with the Paying Agent funds sufficient to redeem the Series A Preferred Shares 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 A Preferred Shares to be redeemed upon surrender or deemed surrender of the certificates therefor. If the Redemption Notice shall have been given, from and after the Redemption
Date, unless the Company 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 A Preferred Shares to be redeemed shall
cease to accumulate and all rights of Holders of such shares as the Company’s stockholders shall cease, except the right to receive the Redemption Price, and such shares shall not thereafter be transferred on Company’s stock transfer
books maintained at the Company or by the Registrar and Transfer Agent or be deemed to be outstanding for any purpose whatsoever. The Company 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 A Preferred Shares 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 Company for any reason, including, but not limited to, redemption of Series A Preferred Shares, 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 Company upon its written request after which repayment the Holders of the Series A Preferred Shares entitled to
such redemption or other payment shall have recourse only to the Company. Notwithstanding any Redemption Notice, there shall be no redemption of any Series A Preferred Shares called for redemption until funds sufficient to pay the
full Redemption Price of such shares shall have been deposited by the Company with the Paying Agent.
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(e) |
Certificate. If only a portion of the Series A Preferred Shares represented by a certificate shall have been called for redemption, upon surrender of the certificate to the Paying Agent,
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 A Preferred Shares represented by the surrendered certificate that
have not been called for redemption
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By:
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Name:
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Title:
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