As filed with the Securities and Exchange Commission on March 29, 2024.
Registration No. 333-
Republic of the Marshall Islands (State or other Jurisdiction of Incorporation or Organization) | | | N/A (I.R.S. Employer Identification No.) |

• | general market conditions and shipping industry trends, including charter rates, vessel values and the future supply of, and demand for, ocean-going containership and dry bulk shipping services; |
• | our continued ability to enter into time charters with existing and new customers, and to re-charter on favorable terms our vessels upon the expiry of existing charters; |
• | our future financial condition and liquidity, including our ability to make required payments under our credit facilities, and comply with our loan covenants; |
• | our ability to finance our capital expenditures, acquisitions and other corporate activities; |
• | risks related to our dry bulk operating platform, including uncertainty related to the introduction of a new line of business for the Company, the fact that the chartering-in and chartering-out of dry bulk vessels is inherently more volatile than traditional vessel ownership and risks associated with derivative instruments such as forward freight agreements and bunker hedging; |
• | risks related to our leasing business, including uncertainty related to the introduction of a new line of business for the Company, as well as exposure to new financial, counterparty and legal risks; |
• | the effects of a possible worldwide economic slowdown; |
• | disruption of world trade due to rising protectionism or the breakdown of multilateral trade agreements; |
• | environmental and regulatory conditions, including changes in laws and regulations or actions taken by regulatory authorities; |
• | business disruptions and economic uncertainty resulting from epidemics or pandemics, including any new outbreaks or variants of COVID-19 that may emerge; |
• | business disruptions due to natural disasters or other disasters outside our control; |
• | fluctuations in interest rates and currencies, including the value of the U.S. dollar relative to other currencies; |
• | technological advancements in the design, construction and operations of containerships and dry bulk vessels and opportunities for the profitable operations of our vessels; |
• | the financial health of our customers, our lenders and other counterparties, and their ability to perform their obligations; |
• | potential disruption of shipping routes due to accidents, political events, sanctions, piracy or acts by terrorists and armed conflicts; |
• | future, pending or recent acquisitions of vessels or other assets, the recent commencement of operations of our dry bulk platform, our business strategy, areas of possible expansion and expected capital spending or operating expenses, including the recent investment in a leasing business; |
• | expectations relating to dividend payments and our ability to make such payments; |
• | the availability of existing secondhand vessels or newbuild vessels to purchase, the time that it may take to construct and take delivery of new vessels or the useful lives of our vessels; |
• | the availability of key employees and crew, the length and number of off-hire days, dry-docking requirements, fuel and insurance costs; |
• | our anticipated general and administrative expenses, including our fees and expenses payable under our management and services agreements, as may be amended from time to time; |
• | our ability to leverage to our advantage our managers’ relationships and reputation within the international shipping industry; |
• | our ability to maintain long-term relationships with major liner companies; |
• | expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, as well as requirements imposed by classification societies and standards demanded by our charterers; |
• | any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible cybersecurity breach; |
• | risks inherent in vessel operation, including perils of the sea, terrorism, piracy and discharge of pollutants; |
• | potential liability from current or future litigation; |
• | our business strategy and other plans and objectives for future operations; and |
• | other factors discussed in “Risk Factors” in this prospectus, and “Item 3. Key Information – D. Risk Factors” of our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 29, 2024; and |
• | other factors detailed from time to time in our periodic reports. |
• | our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 29, 2024; |
• | the description of our common stock contained in our registration statement on Form 8-A (File No. 001-34934), filed with the SEC on October 27, 2010 which incorporates by reference the description of our common stock contained in our registration statement on Form F-1 (File No. 333-170033), as amended, filed with the SEC on October 20, 2010, and any amendments or reports filed updating that description; |
• | the description of our Series B Preferred Stock contained in our registration statement on Form 8-A (File No. 001-34934), filed with the SEC on August 2, 2013 which incorporates by reference the description of the Series B Preferred Stock contained in our prospectus filed with the SEC on July 31, 2013, pursuant to Rule 424(b) under the Securities Act, which prospectus constitutes a part of our registration statement on Form F-3 (File No. 333-179244), filed with the SEC on January 30, 2012, and any amendments or reports filed updating that description; |
• | the description of our Series C Preferred Stock contained in our registration statement on Form 8-A (File No. 001-34934), filed with the SEC on January 15, 2014 which incorporates by reference the description of the Series C Preferred Stock contained in our prospectus filed with the SEC on January 14, 2014, pursuant to Rule 424(b) under the Securities Act, which prospectus constitutes a part of our registration statement on Form F-3 (File No. 333-191833), filed with the SEC on October 21, 2013, as amended by Amendment No. 1 thereto filed with the SEC on November 20, 2013, and any other amendments or reports filed updating that description; |
• | the description of our Series D Preferred Stock contained in our registration statement on Form 8-A (File No. 001-34934), filed with the SEC on May 7, 2015 which incorporates by reference the description of the Series D Preferred Stock contained in our prospectus filed with the SEC on May 7, 2015, pursuant to Rule 424(b) under the Securities Act, which prospectus constitutes a part of our registration statement on Form F-3 (File No. 333-191833), filed with the SEC on October 21, 2013, as amended by Amendment No. 1 thereto filed with the SEC on November 20, 2013, and any other amendments or reports filed updating that description; and |
• | the description of our Series E Preferred Stock contained in our registration statement on Form 8-A (File No. 001-34934), filed with the SEC on January 30, 2018 which incorporates by reference the description of the Series E Preferred Stock contained in our prospectus filed with the SEC on January 26, 2018, pursuant to Rule 424(b) under the Securities Act, which prospectus constitutes a part of our registration statement on Form F-3 (File No. 333-214268), filed with the SEC on October 27, 2016, including any amendments or reports filed updating that description. |
• | potential future vessel acquisitions and other investments; |
• | additions to working capital; and |
• | the repayment of indebtedness. |
• | the designation of the series; |
• | the number of shares in the series, which our board of directors may, except where otherwise provided in the preferred shares designation, increase or decrease, but not below the number of shares then outstanding; |
• | whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series; |
• | the dates at which dividends, if any, will be payable; |
• | the redemption rights and price or prices, if any, for shares of the series; |
• | the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series; |
• | the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our company; |
• | whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our company or any other corporation, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made; |
• | restrictions on the issuance of shares of the same series or of any other class or series; and |
• | the voting rights, if any, of the holders of the series. |
• | the specific designation; |
• | any limit on the aggregate principal amount of the debt securities, their purchase price and denomination; |
• | the currency in which the debt securities are denominated and/or in which principal, premium, if any, and/or interest, if any, is payable; |
• | the date of maturity; |
• | the interest rate or rates or the method by which the calculation agent will determine the interest rate or rates, if any; |
• | the interest payment dates, if any; |
• | the place or places for payment of the principal of and any premium and/or interest on the debt securities; |
• | any repayment, redemption, prepayment or sinking fund provisions, including any redemption notice provisions; |
• | whether we will issue the debt securities in registered form or bearer form or both and, if we are offering debt securities in bearer form, any restrictions applicable to the exchange of one form for another and to the offer, sale and delivery of those debt securities in bearer form; |
• | whether we will issue the debt securities in definitive form and under what terms and conditions; |
• | the terms on which holders of the debt securities may convert or exchange these securities into or for common stock or other securities, any specific terms relating to the adjustment of the conversion or exchange feature and the period during which the holders may make the conversion or exchange; |
• | information as to the methods for determining the amount of principal or interest payable on any date and/or the currencies, securities or baskets of securities, commodities or indices to which the amount payable on that date is linked; |
• | any agents for the debt securities, including trustees, depositaries, authenticating or paying agents, transfer agents or registrars; |
• | whether and under what circumstances we will pay additional amounts on debt securities for any tax, assessment or governmental charge withheld or deducted and, if so, whether we will have the option to redeem those debt securities rather than pay the additional amounts; |
• | any material United States federal income tax or other income tax consequences, including, but not limited to: |
• | tax considerations applicable to any discounted debt securities or to debt securities issued at par that are treated as having been issued at a discount for United States federal income tax purposes; and |
• | tax considerations applicable to any debt securities denominated and payable in non-United States currencies; |
• | whether certain payments on the debt securities will be guaranteed under a financial insurance guarantee policy and the terms of that guarantee; |
• | whether the debt securities will be secured; |
• | any applicable selling restrictions; and |
• | any other specific terms of the debt securities, including any modifications to or additional events of default, covenants or modified or eliminated acceleration rights, and any terms required by or advisable under applicable laws or regulations. |
• | default is made for more than 30 days in the payment of interest, premium or principal in respect of the securities; |
• | we fail to perform or observe any of our other obligations under the securities and this failure has continued for the period of 60 days next following the service on us of notice requiring the same to be remedied; |
• | our bankruptcy, insolvency or reorganization under any applicable bankruptcy, insolvency or insolvency related reorganization law; |
• | an order is made or an effective resolution is passed for the winding up or liquidation of us; or |
• | any other event of default provided in the supplemental indenture or issuer order, if any, under which that series of debt securities is issued. |
• | if an event of default occurs due to the default in payment of principal of, or any premium or interest on, any series of debt securities issued under the indenture, or due to the default in the performance or breach of any other covenant or warranty of us applicable to that series of debt securities but not applicable to all outstanding debt securities issued under the indenture occurs and is continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of each affected series, voting as one class, by notice in writing to us may declare the principal of and accrued interest on the debt securities of such affected series (but not any other debt securities issued under the indenture) to be due and payable immediately; |
• | if an event of default occurs due to specified events of bankruptcy, insolvency or reorganization of us, the principal of all debt securities and interest accrued on the debt securities to be due and payable immediately; and |
• | if an event of default due to a default in the performance of any other of the covenants or agreements in the indenture applicable to all outstanding debt securities issued under the indenture occurs and is continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of all outstanding debt securities issued under the indenture for which any applicable supplemental indenture does not prevent acceleration under the relevant circumstances, voting as one class, by notice in writing to us may declare the principal of all debt securities and interest accrued on the debt securities to be due and payable immediately. |
• | the holder must have previously given written notice to the trustee of the continuing default; |
• | the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of each affected series, treated as one class, must have: |
• | requested the trustee to institute that action; and |
• | offered the trustee indemnity satisfactory to it; |
• | the trustee must have failed to institute that action within 60 days after receipt of the request referred to above; and |
• | the holders of a majority in principal amount of the outstanding debt securities of each affected series, voting as one class, must not have given directions to the trustee inconsistent with those of the holders referred to above. |
• | paid or caused to be paid the principal of and interest on all of the outstanding debt securities in accordance with their terms; |
• | delivered to the trustee for cancellation all of the outstanding debt securities; or |
• | irrevocably deposited with the trustee cash or, in the case of a series of debt securities payable only in U.S. dollars, U.S. government obligations in trust for the benefit of the holders of any series of debt securities issued under the indenture that have either become due and payable, or are by their terms due and payable, or are scheduled for redemption, within one year, in an amount certified to be sufficient to pay on each date that they become due and payable, the principal of and interest on, and any mandatory sinking fund payments for, those debt securities. However, the deposit of cash or U.S. government obligations for the benefit of holders of a series of debt securities that are due and payable, or are scheduled for redemption, within one year will discharge obligations under the indenture relating only to that series of debt securities. |
• | we irrevocably deposit with the trustee cash or, in the case of debt securities payable only in U.S. dollars, U.S. government obligations, as trust funds in an amount certified to be sufficient to pay on each date that they become due and payable, the principal of and interest on, and any mandatory sinking fund payments for, all outstanding debt securities of the series being defeased; and |
• | we deliver to the trustee an opinion of counsel to the effect that: |
• | the holders of the series of debt securities being defeased will not recognize income, gain or loss for United States federal income tax purposes as a result of the defeasance or covenant defeasance; |
• | the defeasance or covenant defeasance will not otherwise alter those holders’ United States federal income tax treatment of principal and interest payments on the series of debt securities being defeased; and |
• | in the case of a defeasance, this opinion must be based on a ruling of the Internal Revenue Service or a change in United States federal income tax law occurring after the date of this prospectus, since that result would not occur under current tax law. |
• | secure any debt securities; |
• | evidence the assumption by a successor corporation of our obligations; |
• | add covenants for the protection of the holders of debt securities; |
• | cure any ambiguity or correct any inconsistency; |
• | establish the forms or terms of debt securities of any series; or |
• | evidence the acceptance of appointment by a successor trustee. |
• | extend the final maturity of the security; |
• | reduce the principal amount; |
• | reduce the rate or extend the time of payment of interest; |
• | reduce any amount payable on redemption; |
• | change the currency in which the principal, including any amount of original issue discount, premium, or interest on the security is payable; |
• | modify or amend the provisions for conversion of any currency into another currency; |
• | reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy; |
• | alter the terms on which holders of the debt securities may convert or exchange debt securities for common stock or other securities, other than in accordance with the antidilution provisions or other similar adjustment provisions included in the terms of the debt securities; |
• | impair the right of any holder to institute suit for the enforcement of any payment on any debt security when due; or |
• | reduce the percentage of debt securities the consent of whose holders is required for modification of the indenture. |
• | in registered form, where our obligation runs to the holder of the security named on the face of the security; or |
• | in bearer form, where our obligation runs to the bearer of the security. |
• | the title of such warrants; |
• | the aggregate number of such warrants; |
• | the price or prices at which such warrants will be issued; |
• | the currency or currencies, in which the price of such warrants will be payable; |
• | the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of such warrants; |
• | the price at which and the currency or currencies, in which the securities or other rights purchasable upon exercise of such warrants may be purchased; |
• | the date on which the right to exercise such warrants shall commence and the date on which such right shall expire; |
• | the amount of warrants outstanding; |
• | if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time; |
• | if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security; |
• | if applicable, the date on and after which such warrants and the related securities will be separately transferable; |
• | information with respect to book-entry procedures, if any; |
• | if applicable, a discussion of any material United States Federal income tax considerations; and |
• | any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. |
• | the exercise price for the rights; |
• | the number of rights issued to each stockholder; |
• | the extent to which the rights are transferable; |
• | any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights; |
• | the date on which the right to exercise the rights will commence and the date on which the right will expire; |
• | the amount of rights outstanding; |
• | the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; and |
• | the material terms of any standby underwriting arrangement entered into by us in connection with the rights offering. |
• | the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
• | any provisions of the governing unit agreement; and |
• | any provisions for the issuance, payment, settlement, transfer, or exchange of the units or of the securities comprising the units. |
• | the amount of deposited securities represented by one unit of ADRs; |
• | any procedure for voting the deposited securities; |
• | any procedure for collecting and distributing dividends; |
• | the procedures for transmitting notices, reports and proxy soliciting material; |
• | the sale or exercise of rights; |
• | the deposit or sale of securities resulting from dividends, splits or plans of reorganization; |
• | any redemption provisions; |
• | the amendment, extension or termination of the deposit arrangements; |
• | the rights that holders of ADRs have to inspect the books of the depositary and the list of receipt holders; |
• | any restrictions on the right to transfer or withdraw the underlying securities; |
• | any limitation on the depositary’s liability; and |
• | all fees and charges that a holder of ADRs will have to pay, either directly or indirectly. |
• | on the NYSE or any other national securities exchange or U.S. inter-dealer system of a registered national securities association on which our common stock may be listed or quoted at the time of sale; |
• | in the over-the-counter market; |
• | in privately negotiated transactions; |
• | in an exchange distribution in accordance with the rules of the applicable exchange; |
• | as settlement of short sales entered into after the date of the prospectus; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | through broker-dealers, who may act as agents or principals; |
• | through sales “at the market” to or through a market-maker; |
• | in a block trade, in which a broker-dealer will attempt to sell a block as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | through one or more underwriters on a firm commitment or best-efforts basis; |
• | directly to one or more purchasers; |
• | through agents; |
• | in options transactions; |
• | over the Internet; |
• | any other method permitted pursuant to applicable law; or |
• | in any combination of the above. |
• | purchases of the securities by a broker-dealer as principal and resales of the securities by the broker-dealer for its account pursuant to this prospectus; |
• | ordinary brokerage transactions; or |
• | transactions in which the broker-dealer solicits purchasers. |
SEC Registration Fee | | | $11,697.49 |
Printing | | | * |
Legal Fees and Expenses | | | * |
Accountants’ Fees and Expenses | | | * |
NYSE Fees | | | * |
Miscellaneous Costs | | | * |
Total | | | $* |
* | To be provided by a prospectus supplement or as an exhibit to a Report on Form 6-K that is incorporated by reference into this prospectus. |
Item 8. | Indemnification of Directors and Officers |
Item 9. | Exhibits |
Item 10. | Undertakings |
Exhibits No. | | | Description |
1.1 | | | Form of Underwriting Agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
| | | Second Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 1.1 to the Company’s Annual Report on Form 20-F filed with the SEC on March 1, 2013 (File No. 001-34934)). | |
| | | First Amended and Restated Bylaws (incorporated by reference to Exhibit 1.2 to the Company’s Annual Report on Form 20-F filed with the SEC on March 1, 2013 (File No. 001-34934)). | |
| | | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form F-1/A filed with the SEC on October 27, 2010 (Registration No. 333-170033)). | |
| | | Stockholder Rights Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form F-1 filed with the SEC on October 20, 2010 (Registration No. 333-170033)). | |
4.5 | | | Form of Statement of Designation (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
4.6 | | | Form of Preferred Stock Certificate (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
| | | Statement of Designation of the 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 8-A filed with the SEC on August 2, 2013 (File No. 001-34934)). | |
| | | Specimen Stock Certificate of 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed with the SEC on August 2, 2013 (File No. 001-34934)). | |
| | | Statement of Designation of the 8.50% Series C Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 8-A filed with the SEC on January 15, 2014 (File No. 001-34934)). | |
| | | Specimen Stock Certificate of 8.50% Series C Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed with the SEC on January 15, 2014 (File No. 001-34934)). | |
| | | Statement of Designation of the 8.75% Series D Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 8-A filed with the SEC on May 7, 2015 (File No. 001-34934)). | |
| | | Specimen Stock Certificate of 8.75% Series D Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed with the SEC on May 7, 2015 (File No. 001-34934)). | |
| | | Statement of Designation of the 8.875% Series E Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 8-A filed with the SEC on January 30, 2018 (File No. 001-34934)). | |
| | | Specimen Stock Certificate of 8.875% Series E Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed with the SEC on January 30, 2018 (File No. 001-34934)). | |
| | | Form of Indenture (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form F-3 filed with the SEC on January 30, 2012 (Registration No. 333-179244)). | |
| | | Form of Debt Securities (included in Exhibit 4.15). | |
4.17 | | | Form of Warrant Agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
4.18 | | | Form of Warrant Certificate (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
4.19 | | | Form of Rights Agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
Exhibits No. | | | Description |
4.20 | | | Form of Rights Certificate (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
4.21 | | | Form of Unit Agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
4.22 | | | Form of Unit Certificate (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
4.23 | | | Form of Deposit Agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
4.24 | | | Form of Depositary Receipt (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
| | | Opinion of Cozen O’Connor (New York) (special counsel on Marshall Islands law to the Company). | |
| | | Opinion of Cravath, Swaine & Moore LLP (United States counsel to the Company). | |
| | | Consent of Independent Registered Public Accounting Firm. | |
| | | Consent of Cozen O’Connor (New York) (included in Exhibit 5.1). | |
| | | Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.2). | |
| | | Powers of Attorney (included on the signature page hereto). | |
25.1 | | | Form T-1 Statement of Eligibility for Indenture (to be filed in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended). |
| | | Filing Fee Table |
| | | COSTAMARE INC. | |||||||
| | | | | | | ||||
| | | By: | | | /s/ Anastassios Gabrielides | ||||
| | | | | Name: | | | Anastassios Gabrielides | ||
| | | | | Title: | | | General Counsel and Secretary | ||
Signature | | | Title |
| | | ||
/s/ Konstantinos Konstantakopoulos | | | Chief Executive Officer and Chairman (Principal Executive Officer) |
Konstantinos Konstantakopoulos | | ||
| | | ||
/s/ Gregory Zikos | | | Chief Financial Officer and Director (Principal Financial and Accounting Officer) |
Gregory Zikos | | ||
| | | ||
/s/ Konstantinos Zacharatos | | | Director |
Konstantinos Zacharatos | | ||
| | | ||
/s/ Charlotte Stratos | | | Director |
Charlotte Stratos | | ||
| | | ||
/s/ Vagn Lehd Møller | | | Director |
Vagn Lehd Møller | |
| | | PUGLISI & ASSOCIATES, | |||||||
| | | | | | | ||||
| | | By: | | | /s/ Donald J. Puglisi | ||||
| | | | | Name: | | | Donald J. Puglisi | ||
| | | | | Title: | | | Managing Director | ||