**Exhibit 1.3**

CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND PRIVILEGES OF 

SERIES APARTICIPATING PREFERRED STOCK OF BOX SHIPS INC. 

The undersigned, Mr. Michael Bodouroglou and Ms. Maria Stefanou do hereby certify:

1.    That they are the duly elected and acting Chief Executive Officer and Secretary, respectively, of Box Ships Inc., aMarshall Islands corporation (the “Company”). 

2.    That pursuant to the authority conferred by theCompany’s Amended and Restated Articles of Incorporation, the Company’s Board of Directors (the “Board”) on April 14, 2011 adopted the following resolutions designating and prescribing the relative rights, preferences andlimitations of the Company’s Series A Participating Preferred Stock: 

RESOLVED, that pursuant to the authority vested inthe Board of Directors (the “Board of Directors”) of the Company, by the Amended and Restated Articles of Incorporation, the Board of Directors does hereby establish a series of preferred stock, par value $0.01 per share, and thedesignation of certain powers, preferences and other special rights of the shares of such series, and certain qualifications, limitations and restrictions thereon, are hereby fixed as follows: 

Section 1.    Designation and Amount. The shares of such series shall be designated as “Series AParticipating Preferred Stock”. The Series A Participating Preferred Stock shall have a par value of $0.01 per share, and the number of shares constituting such series shall initially be 1,000,000, which number the Board may from time totime increase or decrease (but not below the number then outstanding). 

Section 2.    ProportionalAdjustment. In the event the Company shall at any time after the issuance of any share or shares of Series A Participating Preferred Stock (i) declare any dividend on the common stock of the Company par value $0.01 per share (the “CommonStock”) payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Company shall simultaneously effect aproportional adjustment to the number of outstanding shares of Series A Participating Preferred Stock. 

Section3.    Dividends and Distributions. 

—        Subject to the prior and superiorright of the holders of any shares of any series of preferred stock ranking prior and superior to the shares of Series A Participating Preferred Stock with respect to dividends, the holders of shares of Series A Participating Preferred Stock shallbe entitled to receive when, as and if declared by the Board out of funds legally available for the purpose, quarterly dividends payable in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”),commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to 1,000 times the aggregate pershare amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding sharesof Common Stock (by reclassification or otherwise), declared on the Common Stock since the 

immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series AParticipating Preferred Stock. 

—        The Company shall declare a dividendor distribution on the Series A Participating Preferred Stock as provided in paragraph (a) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). 

—        Dividends shall begin to accrue onoutstanding shares of Series A Participating Preferred Stock from the Quarterly Dividend Payment Date immediately preceding the date of issue of such shares of Series A Participating Preferred Stock, unless the date of issue of such shares is priorto the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date afterthe record date for the determination of holders of shares of Series A Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin toaccrue from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Participating Preferred Stock in an amount less than the total amount of such dividends at the timeaccrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix a record date for the determination of holders of shares of Series A Participating PreferredStock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof. 

Section 4.    Voting Rights. The holders of shares of Series A Participating Preferred Stock shall have thefollowing voting rights: 

Each share of Series A Participating Preferred Stock shall entitle the holder thereof to 1,000 voteson all matters submitted to a vote of the stockholders of the Company. 

—        Except as otherwise provided herein orby law, the holders of shares of Series A Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Company. 

—        Except as required by law, holders ofSeries A Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 5.    Certain Restrictions. 

The Company shall not declare any dividend on, make any distribution on, or redeem or purchase or otherwise acquire for consideration anyshares of Common Stock after the first issuance of a share or fraction of a share of Series A Participating Preferred Stock unless 

concurrently therewith it shall declare a dividend on the Series A Participating Preferred Stock as required by Section 3 hereof. 

—        Whenever quarterly dividends or otherdividends or distributions payable on the Series A Participating Preferred Stock as provided in Section 3 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series AParticipating Preferred Stock outstanding shall have been paid in full, the Company shall not (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock rankingjunior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Participating Preferred Stock; (ii) declare or pay dividends on, make any other distributions on any shares of stock ranking on a parity (either as todividends or upon liquidation, dissolution or winding up) with Series A Participating Preferred Stock, except dividends paid ratably on the Series A Participating Preferred Stock and all such parity stock on which dividends are payable or in arrearsin proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation,dissolution or winding up) with the Series A Participating Preferred Stock, provided that the Company may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Company rankingjunior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Participating Preferred Stock; (iv) purchase or otherwise acquire for consideration any shares of Series A Participating Preferred Stock, or any shares ofstock ranking on a parity with the Series A Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board) to all holders of such shares upon such terms as the Board, afterconsideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

—        The Company shall notpermit any subsidiary of the Company to purchase or otherwise acquire for consideration any shares of stock of the Company unless the Company could, under paragraph (a) of this Section 5, purchase or otherwise acquire such shares at such time and insuch manner. 

Section 6.    Reacquired Shares. Any shares of Series A Participating Preferred Stockpurchased or otherwise acquired by the Company in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of preferred stock andmay be reissued as part of a new series of preferred stock to be created by resolution or resolutions of the Board, subject to the conditions and restrictions on issuance set forth herein and, in the Amended and Restated Articles of Incorporation,as then amended. 

Section 7.    Liquidation, Dissolution or Winding Up. Upon any liquidation,dissolution or winding up of the Company, the holders of shares of Series A Participating Preferred Stock shall be entitled to receive an aggregate amount per share equal to 1,000 times the aggregate amount to be distributed per share to holders ofshares of Common Stock plus an amount equal to any accrued and unpaid dividends on such shares of Series A Participating Preferred Stock. 

Section 8.    Consolidation, Merger, etc. In case the Companyshall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of SeriesA Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be,into which or for which each share of Common Stock is changed or exchanged. 

Section 9.    NoRedemption. The shares of Series A Participating Preferred Stock shall not be redeemable. 

Section10.    Ranking. The Series A Participating Preferred Stock shall rank junior to all other series of the Company’s preferred stock as to the payment of dividends and the distribution of assets, unless the terms of anysuch series shall provide otherwise. 

Section 11.    Amendment. The Amended and Restated Articlesof Incorporation of the Company shall not be further amended in any manner which would materially alter or change the powers, preference or special rights of the Series A Participating Preferred Stock so as to affect them adversely without theaffirmative vote of the holders of a majority of the outstanding shares of Series A Participating Preferred Stock, voting separately as a class. 

Section 12.    Fractional Shares. Series A Participating Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to suchholder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Participating Preferred Stock. 

RESOLVED FURTHER, that the Chief Executive Officer, Chief Financial Officer, and the Secretary or any Assistant Secretary of this Companybe, and they hereby are, authorized and directed to prepare and file a Certificate of Designation of Rights, Preferences and Privileges in accordance with the foregoing resolution and the provisions of Marshall Islands law and to take such actionsas they may deem necessary or appropriate to carry out the intent of the foregoing resolutions.” 

We further declareunder penalty of perjury that the matters set forth in the foregoing Certificate of Designation are true and correct of our own knowledge. 

Executed in Athens, Greece on April 14, 2011. 

 
/s/    Michael Bodouroglou        
Michael Bodouroglou

ChiefExecutive Officer

 
/s/    Maria Stefanou         
Maria Stefanou

Secretary

*[Signature Page to Certificate of Designation]*