Exhibit 10.3


	
  

 
	

 


 
	
  

 
	
 FORM OF REGISTRATION RIGHTS AGREEMENT

 
	
  

 
	
 dated as of [   ], 2010,

 
	
  

 
	
 among

 
	
  

 
	
 COSTAMARE INC.

 
	
  

 
	
 and

 
	
  

 
	
 THE STOCKHOLDERS NAMED HEREIN

 
	
  

 
	

 


 









                    This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of [     ],
2010, among Costamare Inc., a Marshall Islands corporation (the “Company”)
and the stockholders set forth on the signature page of this Agreement
(together, the “Stockholders” and each, a “Stockholder”).


                    WHEREAS,
the Company has agreed to provide the Stockholders with certain registration
rights with respect to its shares of Common Stock.


                    ACCORDINGLY,
in consideration of the mutual covenants and agreements contained herein and
other good and valid consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


          1.
Certain Definitions.


                    As
used in this Agreement, capitalized terms not otherwise defined herein shall
have the meanings ascribed to them below:


          “Additional
Demand Rights” has the meaning set forth in Section 2.3(c).


          “Additional
Piggyback Rights” has the meaning set forth in Section 2.1(c).


          “Additional
Registrable Securities” has the meaning set forth in Section 2.3(c)(i).


          “Claims”
has the meaning set forth in Section 2.9.


          “Common
Stock” means the common stock, par value $0.0001 per share, of the Company
and any securities issued or issuable in exchange for or with respect to the
common stock of the Company by way of a stock dividend, stock split or
combination of shares or in connection with a reclassification,
recapitalization, exchange, merger, consolidation or other reorganization.


          “Common
Stock Equivalent” means all options, warrants and other securities
convertible into, or exchangeable or exercisable for (at any time or upon the
occurrence of any event or contingency and without regard to any vesting or
other conditions to which such securities may be subject) Common Stock.


          “Demand
Exercise Notice” has the meaning set forth in Section 2.1(a)(i).


          “Demand
Registration” has the meaning set forth in Section 2.1(a)(i).


          “Demand
Registration Request” has the meaning set forth in Section 2.1(a)(i).


          “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


          “Expenses”
means any and all fees and expenses incurred in connection with the Company’s
performance of or compliance with Section 2, including, without limitation:
(i) SEC, stock exchange or FINRA registration and filing fees and all
listing fees and fees with respect to the inclusion of securities on the New
York Stock Exchange or on any securities market on 





2


which the
Common Stock is listed or quoted, (ii) fees and expenses of compliance
with state securities or “blue sky” laws and in connection with the preparation
of a “blue sky” survey, including without limitation, reasonable fees and
expenses of blue sky counsel, (iii) printing and copying expenses,
(iv) messenger and delivery expenses, (v) expenses incurred in
connection with any road show, (vi) fees and disbursements of counsel for
the Company, (vii) with respect to each registration, the fees and
disbursements of one counsel for the relevant Participating Holder(s) (selected
in each case by the Majority Participating Holders, in the case of a
registration pursuant to Section 2.1 or Section 2.2), (viii) fees and
disbursements of all independent public accountants (including the expenses of
any audit and/or “cold comfort” letter) and fees and expenses of other persons,
including special experts, retained by the Company, (ix) fees and expenses
payable to a Qualified Independent Underwriter (as such term is defined in Schedule
E to the By-Laws of FINRA) and (x) any other fees and disbursements of
underwriters, if any, customarily paid by issuers of securities.


          “FINRA”
means Financial Industry Regulatory Authority, Inc.


          “Holder”
means the Stockholder, for so long as such Stockholder owns any Registrable Securities,
and its successors, assigns and direct and indirect transferees who become
owners of Registrable Securities and become a party hereto pursuant to
Section 4.4(b) and “Holders” means all or any of them.


          “Initiating
Holders” has the meaning set forth in Section 2.1(a)(i).


          “IPO”
means an underwritten initial public offering registered under the Securities
Act of shares of Common Stock held by the Stockholders.


          “Majority
Participating Holders” means Participating Holders holding more than 50% of
the Registrable Securities proposed to be included in any offering of
Registrable Securities by such Participating Holders pursuant to Section 2.1 or
Section 2.2.


          “Manager”
has the meaning set forth in Section 2.3(a).


          “Participating
Holder” has the meaning set forth in Section 2.1(a)(ii) and/or Section
2.2.(a) as qualified in Section 2.2(c) and Section 2.3(a).


          “Person”
means any individual, corporation, limited liability company, limited or
general partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political
subdivisions thereof.


          “Piggyback
Securities” has the meaning set forth in Section 2.3(a)(ii).


          “Postponement
Period” has the meaning set forth in Section 2.1(b).


          “Registrable
Securities” means any shares of Common Stock, provided such shares of
Common Stock shall cease to be Registrable Securities when (A) a registration
statement with respect to the sale of such shares of Common Stock shall have
been declared effective under the Securities Act and such shares of Common
Stock shall have been disposed of in accordance with such registration
statement, or (B) such securities shall have been sold (other than in a
privately 





3


negotiated
sale) pursuant to Rule 144 (or any successor provision) under the Securities
Act and in compliance with the requirements of Rule 144. 


          “SEC”
means the Securities and Exchange Commission.


          “Section
2.3(a) Sale Number” has the meaning set forth in Section 2.3(a).


          “Section
2.3(b) Sale Number” has the meaning set forth in Section 2.3(b).


          “Section
2.3(c) Sale Number” has the meaning set forth in Section 2.3(c).


          “Securities
Act” means the Securities Act of 1933, as amended.


          “Selected
Courts” has the meaning set forth in Section 4.6(d).


          “Valid
Business Reason” has the meaning set forth in Section 2.1(b).


          2.
Registration Rights.


                    2.1.
Demand Registrations.


                         (a)
(i) Subject to Section 2.1(b), at any time and from time to time after the date
of this Agreement, any Holder shall have the right to require the Company to
file a registration statement under the Securities Act covering all or a
portion of the Registrable Securities, by delivering a written request therefor
to the Company specifying the number of Registrable Securities to be included
in such registration by such Holder and the intended method of distribution
thereof. All such requests by any Holder pursuant to Section 2.1(a)(i) are
referred to herein as “Demand Registration Requests,” and the
registrations so requested are referred to herein as “Demand Registrations”
(with respect to any Demand Registration Request, the Holders making such
Demand Registration Request being referred to as the “Initiating Holders”).
As promptly as practicable, but no later than ten days after receipt of a
Demand Registration Request, the Company shall give written notice (the “Demand
Exercise Notice”) of such Demand Registration Request to all Holders of
record.


                              (ii)
The Company, subject to Sections 2.3 and 2.6, shall include in a Demand
Registration (x) the Registrable Securities of the Initiating Holders and
(y) the Registrable Securities of any other Holder which shall have made a
written request to the Company for inclusion in such Demand Registration
(together with the Initiating Holders, the “Participating Holders”)
(which request shall specify the maximum number of Registrable Securities
intended to be disposed of by such Participating Holders) within 60 days after
the receipt by the Company of the Demand Exercise Notice (or 30 days if, at the
request of the Initiating Holders, the Company states in such Demand Exercise
Notice or gives telephonic notice to all Holders, with written confirmation to
follow promptly thereafter, that such registration will be on a Form F-3).


                              (iii) The Company shall, as expeditiously
as possible but subject to Section 2.1(b), use its commercially reasonable
efforts to (x) effect such registration under the Securities Act of the
Registrable Securities which the Company has been so requested 





4


by the
Participating Holders to register, for distribution in accordance with such
intended method of distribution and (y) if requested by the Majority
Participating Holders, obtain acceleration of the effective date of the
registration statement relating to such registration.


                         (b)
Notwithstanding anything to the contrary in Section 2.1(a), the Demand
Registration rights granted in Section 2.1(a) to the Holders are subject to the
following limitations: (i) the Company shall not be required to cause a
registration statement pursuant to Section 2.1(a)(i) to be filed, or to be
declared effective, within 90 days after the effective date of any other
registration statement of the Company filed pursuant to the Securities Act
(excluding any registration on Form F-4 or S-8 (or otherwise in connection
with any employee benefits plan) or any “shelf” registration) or, in either
case, within any longer period of time, subject to the Company’s compliance
with Section 4.7, during which the Company may be restricted from filing
or having declared effective a registration statement or the Participating
Holders may be restricted from selling any of their Registrable Securities;
(ii) if the Company, in its good faith judgment, determines that any
registration of Registrable Securities should not be made or continued because
it would materially interfere with any material financing, acquisition,
corporate reorganization or merger or other transaction or event involving the
Company or any of its subsidiaries (a “Valid Business Reason”), the
Company may postpone filing, or may withdraw, or not seek to bring effective, a
registration statement relating to a Demand Registration Request until such
Valid Business Reason no longer exists, but in no event shall the Company avail
itself of such right for more than 90 days, in the aggregate, in any period of
365 consecutive days (such period of postponement or withdrawal under this
clause (ii), the “Postponement Period”); and the Company shall give
notice to the relevant Participating Holders of its determination to postpone
or withdraw a registration statement and of the fact that the Valid Business
Reason for such postponement or withdrawal no longer exists, in each case,
promptly after the occurrence thereof; (iii) the Company shall not be
required to effect a Demand Registration unless the Registrable Securities to
be included in such registration either (A) have an aggregate anticipated
offering price of at least $20,000,000 (based on the then-current market price
of the Common Stock) or (B) consist of all remaining Registrable
Securities held by the relevant Participating Holders. If the Company shall
give any notice of postponement or withdrawal of any registration statement
pursuant to clause (ii) of this Section, the Company shall not, during the period
of postponement or withdrawal, register any equity security of the Company,
other than pursuant to a registration statement on Form F-4 or S-8 (or
otherwise in connection with any employee benefits plan). Each Participating
Holder agrees that, upon receiving notice from the Company that the Company has
withdrawn any registration statement pursuant to clause (ii) of this Section,
it will (x) discontinue its disposition of Registrable Securities pursuant to
such registration statement and (y) if so directed by the Company, deliver to
the Company (at the Company’s expense) all copies, other than permanent file
copies, in its possession of the prospectus covering such Registrable
Securities that was in effect at the time of receipt of such notice. If the
Company shall have withdrawn or prematurely terminated a registration statement
filed under Section 2.1(a)(i) (whether pursuant to clause (ii) above or as
a result of any stop order, injunction or other order or requirement of the SEC
or any other governmental agency or court), the Company shall not be considered
to have effected an effective registration for the purposes of this Agreement
until the Company shall have filed a new registration statement covering the
Registrable Securities covered by the withdrawn registration statement and such
registration statement shall have been declared effective and shall not have
been withdrawn. If the Company shall give any notice of withdrawal or
postponement 





5


of a
registration statement, the Company shall, at such time as the Valid Business
Reason that caused such withdrawal or postponement no longer exists (but in no
event later than three months after the date of the notice notifying the
relevant Participating Holders of the postponement or withdrawal), use its commercially
reasonable efforts to effect the registration under the Securities Act of the
Registrable Securities covered by the withdrawn or postponed registration
statement in accordance with Section 2.1 (unless the Initiating Holders shall
have withdrawn such request, in which case the Company shall not be considered
to have effected an effective registration for the purposes of this Agreement).


                         (c)
The Company, subject to Sections 2.3 and 2.6, may elect to include in any
registration statement and
offering made pursuant to Section 2.1(a)(i), (i) authorized but unissued
shares of Common Stock or shares of Common Stock held by the Company as
treasury shares and (ii) any other shares of Common Stock which are
requested to be included in such registration pursuant to the exercise of
piggyback rights granted by the Company which are not inconsistent with the
rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional
Piggyback Rights”); provided,
however, that such inclusion
shall be permitted only to the extent that it is pursuant to and subject to the
terms of the underwriting agreement or arrangements, if any, entered into by
the relevant Participating Holders. 


                         (d)
With respect to any Demand Registration, the Initiating Holders shall have the
right to designate the lead managing underwriter in connection with such
registration and each other managing underwriter for such registration, provided that
no such managing underwriter shall be reasonably objectionable to the Company. 


                    2.2.
Piggyback Registrations.


                         (a)
If, at any time, the Company proposes or is required to register any of its
equity securities under the Securities Act (other than (i) solely the
registration of securities in connection with an employee benefits plan or
dividend reinvestment plan or an acquisition, merger or consolidation or
(ii) pursuant to a Demand Registration under Section 2.1) on a
registration statement on Form F-1, Form F-3 or an equivalent general
registration form then in effect, whether or not for its own account, the
Company shall give prompt written notice of its intention to do so to each
Holder of record. Upon the written request of any such Holder made within 15
days following the receipt of any such written notice (which request shall
specify the maximum number of Registrable Securities intended to be disposed of
by such Holder and the intended method of distribution thereof), the Company
shall, subject to Sections 2.2(b), 2.3 and 2.6, use its commercially
reasonable efforts to cause all such Registrable Securities, the Holders of
which have so requested the registration thereof, to be included in the
registration statement with the securities which the Company at the time
proposes to register to permit the sale or other disposition by such Holders
(in accordance with the intended method of distribution thereof) of the
Registrable Securities to be so registered. Such Holders shall be referred to
as Participating Holders for the purposes of any Registrable Securities to be
registered under Section 2.2(a). No registration of Registrable Securities
effected under Section 2.2(a) shall relieve the Company of its obligations to
effect Demand Registrations under Section 2.1.


                         (b)
If, at any time after giving written notice of its intention to register any
equity securities and prior to the effective date of the registration statement
filed in 





6


connection
with such registration, the Company shall determine for any reason not to
register or to delay registration of such equity securities, the Company will
give written notice of such determination to all relevant Participating Holders
and (i) in the case of a determination not to register, shall be relieved
of its obligation to register any Registrable Securities in connection with
such abandoned registration, without prejudice, however, to the rights of
Holders under Section 2.1, and (ii) in the case of a determination to
delay such registration of its equity securities, shall be permitted to delay
the registration of such Registrable Securities for the same period as the
delay in registering such other equity securities, without prejudice, however,
to the rights of Holders under Section 2.1.


                         (c)
Any Participating Holder shall have the right to withdraw its request for
inclusion of its Registrable Securities in any registration statement pursuant
to Section 2.2 by giving written notice to the Company of its request to withdraw;
provided, however, that such request must be made in
writing prior to the earlier of the execution of the underwriting agreement or
the execution of the custody agreement with respect to such registration. Any
Holder withdrawing pursuant to the provisions of Section 2.2(c) shall following
such withdrawal no longer be treated as a Participating Holder for the purposes
of this Agreement.


                    2.3.
Allocation of Securities Included in Registration Statement. 


                         (a)
If any requested registration made pursuant to Section 2.1 involves an
underwritten offering and the lead managing underwriter of such offering (the “Manager”)
shall advise the Company that, in its view, the number of securities requested
to be included in such registration by the relevant Participating Holders or
any other persons (including those shares of Common Stock requested by the
Company to be included in such registration) exceeds the largest number (the “Section
2.3(a) Sale Number”) that can be sold in an orderly manner in such offering
within a price range acceptable to the Majority Participating Holders, the
Company shall use its commercially reasonable efforts to include in such
registration:


                              (i)
first, all Registrable Securities requested to be included in such registration
by the Participating Holders thereof; provided,
however, that, if the number of
such Registrable Securities exceeds the Section 2.3(a) Sale Number, the number
of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number)
to be included in such registration shall be allocated on a pro rata basis
among all relevant Participating Holders, based on the number of Registrable
Securities then owned by each such Participating Holder requesting inclusion in
relation to the number of Registrable Securities owned by all Participating
Holders requesting inclusion;


                              (ii)
second, to the extent that the number of securities to be included pursuant to
clause (i) of Section 2.3(a) is less than the Section 2.3(a) Sale Number, the
remaining shares to be included in such registration shall be allocated on a
pro rata basis among all holders requesting that securities be included in such
registration pursuant to the exercise of Additional Piggyback Rights (“Piggyback
Securities”), based on the aggregate number of Piggyback Securities then
owned by each holder requesting inclusion in relation to the aggregate number
of Piggyback Securities owned by all holders requesting inclusion, up to the
Section 2.3(a) Sale Number; and 





7 


                              (iii)
third, to the extent that the number of securities to be included pursuant to
clauses (i) and (ii) of Section 2.3(a) is less than the Section 2.3(a) Sale
Number, any securities that the Company proposes to register, up to the Section
2.3(a) Sale Number. 


                    If,
as a result of the proration provisions of Section 2.3(a), any Participating
Holder shall not be entitled to include in a registration all Registrable
Securities that such Participating Holder has requested be included in such
registration, such Participating Holder may elect to withdraw its request to
include any Registrable Securities in such registration or may reduce the
number requested to be included; provided,
however, that such request must be made in writing prior to the
earlier of the execution of the underwriting agreement or the execution of the
custody agreement with respect to such registration. Any Holder withdrawing all
of its Registrable Securities pursuant to the provisions of the preceding
sentence shall following such withdrawal no longer be treated as a
Participating Holder for the purposes of this Agreement. 


                         (b)
If any registration pursuant to Section 2.2 is an underwritten primary
registration of the Company’s securities, and the Manager shall advise the
Company that, in its view, the number of securities requested to be included in
such registration exceeds the number (the “Section 2.3(b) Sale Number”)
that can be sold in an orderly manner in such registration within a price range
acceptable to the Company, the Company shall include in such registration: 


                              (i)
first, all Common Stock that the Company proposes to register for its own
account; and 


                              (ii)
second, to the extent that the number of securities to be included pursuant to
clause (i) of Section 2.3(b) is less than the Section 2.3(b) Sale Number, the
remaining shares to be included in such registration shall be allocated on a
pro rata basis among all holders requesting that Registrable Securities or
Piggyback Securities be included in such registration pursuant to the exercise
of piggyback rights pursuant to Section 2.2 or Additional Piggyback Rights,
based on the aggregate number of Registrable Securities and Piggyback
Securities then owned by each holder requesting inclusion in relation to the
aggregate number of Registrable Securities and Piggyback Securities owned by
all holders requesting inclusion, up to the Section 2.3(b) Sale Number. 


                         (c)
If any registration pursuant to Section 2.2 is an underwritten secondary
registration on behalf of holders of the Company’s securities (other than
Registrable Securities) that have the right to require such registration pursuant
to an agreement entered into by the Company in accordance with Section 4.7 (“Additional
Demand Rights”) and the Manager shall advise the Company that, in its view,
the number of securities requested to be included in such registration exceeds
the number (the “Section 2.3(c) Sale Number”) that can be sold in an
orderly manner in such registration within a price range acceptable to the
Company, the Company shall include in such registration: 


                              (i)
first, all securities requested to be included in such registration by the
holders of Additional Demand Rights (“Additional Registrable Securities”),  





8


provided,
however,
that, if the number of such Additional Registrable Securities exceeds the
Section 2.3(c) Sale Number, the number of such Additional Registrable
Securities (not to exceed the Section 2.3(c) Sale Number) to be included in
such registration shall be allocated on a pro rata basis among all holders of
Additional Registrable Securities requesting that Additional Registrable
Securities be included in such registration, based on the number of Additional
Registrable Securities then owned by each such holder requesting inclusion in
relation to the number of Additional Registrable Securities owned by all of
such holders requesting inclusion, unless such holders shall have otherwise
agreed; 


                              (ii)
second, to the extent that the number of securities to be included pursuant to
clause (i) of Section 2.3(c) is less than the Section 2.3(c) Sale Number, any
Common Stock that the Company proposes to register for its own account, up to
the Section 2.3(c) Sale Number, and 


                              (iii)
third, to the extent that the number of securities to be included pursuant to
clauses (i) and (ii) of Section 2.3(c) is less than the Section 2.3(c) Sale
Number, the remaining shares to be included in such registration shall be
allocated on a pro rata basis among all holders requesting that Registrable
Securities or Piggyback Securities be included in such registration pursuant to
the exercise of piggyback rights pursuant to Section 2.2 or Additional
Piggyback Rights, based on the aggregate number of Registrable Securities and
Piggyback Securities then owned by each holder requesting inclusion in relation
to the aggregate number of Registrable Securities and Piggyback Securities
owned by all such holders requesting inclusion, up to the Section 2.3(c) Sale
Number. 


                    2.4.
Registration Procedures. If and whenever the Company is required by the
provisions of this Agreement to use its commercially reasonable efforts to
effect or cause the registration of any Registrable Securities under the
Securities Act as provided in this Agreement, the Company shall, as
expeditiously as possible: 


                         (a)
prepare and file with the SEC a registration statement on an appropriate
registration form of the SEC for the disposition of such Registrable Securities
in accordance with the intended method of disposition thereof, which form shall
be selected by the Company and shall comply as to form in all material respects
with the requirements of the applicable form and include all financial
statements required by the SEC to be filed therewith, and the Company shall use
its commercially reasonable efforts to cause such registration statement to
become and remain effective; provided,
however, that before filing a registration statement or prospectus
or any amendments or supplements thereto, or comparable statements under
securities or blue sky laws of any jurisdiction, or any free writing prospectus
related thereto, the Company will furnish to one counsel for the relevant
Participating Holders (selected by the Majority Participating Holders) and the
Manager, if any, copies of all such documents proposed to be filed (including
all exhibits thereto), which documents will be subject to the review and
reasonable comment of such counsel, and the Company shall not file any
registration statement or amendment thereto, any prospectus or supplement
thereto or any free writing prospectus related thereto to which the Majority
Participating Holders or the Manager, if any, shall reasonably object; 





9 


                         (b)
prepare and file with the SEC such amendments and supplements to the relevant
registration statement and the prospectus used in connection therewith as may
be necessary to keep such registration statement effective for such period as
any relevant Participating Holder shall request and to comply with the
provisions of the Securities Act with respect to the sale or other disposition
of all Registrable Securities covered by such registration statement in
accordance with the intended methods of disposition by the relevant
Participating Holders thereof set forth in such registration statement; 


                         
(c) furnish, without charge, to each relevant Participating Holder and each
underwriter, if any, of the securities covered by the relevant registration
statement such number of copies of such registration statement, each amendment
and supplement thereto (in each case including all exhibits), the prospectus
included in such registration statement (including each preliminary prospectus)
in conformity with the requirements of the Securities Act, each free writing
prospectus utilized in connection therewith, and other documents, as such
Participating Holder and underwriter may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Securities
owned by such Participating Holder (the Company hereby consenting to the use in
accordance with all applicable law of each such registration statement (or
amendment or post-effective amendment thereto) and each such prospectus (or
preliminary prospectus or supplement thereto) or free writing prospectus by each
such Participating Holder and the underwriters, if any, in connection with the
offering and sale of the Registrable Securities covered by such registration
statement or prospectus); 


                         
(d) use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by the relevant registration statement under
such other securities or “blue sky” laws of such jurisdictions as any relevant
Participating Holder or any managing underwriter, if any, shall reasonably request
in writing, and do any and all other acts and things which may be reasonably
necessary or advisable to enable such Participating Holder or underwriter, if
any, to consummate the disposition of the relevant Registrable Securities in
such jurisdictions, except that in no event shall the Company be required to
qualify to do business as a foreign corporation in any jurisdiction where it
would not, but for the requirements of this paragraph (d), be required to be so
qualified, to subject itself to taxation in any such jurisdiction or to consent
to general service of process in any such jurisdiction; 


                         
(e) promptly notify each Participating Holder selling such Registrable
Securities and each managing underwriter, if any: (i) when the relevant
registration statement, any pre-effective amendment, the prospectus or any
prospectus supplement related thereto, any post-effective amendment to such
registration statement or any free writing prospectus has been filed and, with
respect to such registration statement or any post-effective amendment, when
the same has become effective; (ii) of any request by the SEC or state
securities authority for amendments or supplements to the relevant registration
statement or the prospectus related thereto or for additional information;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness
of the relevant registration statement or the initiation of any proceedings for
that purpose; (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification of any Registrable Securities
for sale under the securities or blue sky laws of any jurisdiction or the
initiation of any proceeding for such purpose; (v) of the existence of any fact
of which the Company becomes aware which results in the relevant registration
statement, the prospectus related thereto, any document incorporated therein by






10 


reference, any free writing prospectus or the
information conveyed to any purchaser at the time of sale to such purchaser
containing an untrue statement of a material fact or omitting to state a
material fact required to be stated therein or necessary to make any statement
therein not misleading; and (vi) if at any time the representations and
warranties contemplated by any underwriting agreement, securities sale
agreement, or other similar agreement, relating to the offering shall cease to
be true and correct in all material respects; and, if the notification relates
to an event described in clause (v), the Company shall promptly prepare and
furnish to each such Participating Holder and each managing underwriter, if
any, a reasonable number of copies of a prospectus supplemented or amended so
that, as thereafter delivered to the purchasers of such Registrable Securities,
such prospectus shall not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein in the light of the circumstances under which they
were made not misleading; 


                         (f)
comply with all applicable rules and regulations of the SEC, and make generally
available to its security holders, as soon as reasonably practicable after the
effective date of the relevant registration statement (and in any event within
90 days after the end of such twelve month period described hereafter), an
earnings statement (which need not be audited) covering the period of at least
twelve consecutive months beginning with the first day of the Company’s first calendar
quarter after the effective date of such registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder; 


                         (g)
(i) cause all such Registrable Securities covered by the relevant registration
statement to be listed on the New York Stock Exchange or the principal
securities exchange on which similar securities issued by the Company are then
listed (if any), if the listing of such Registrable Securities is then
permitted under the rules of such exchange, or (ii) if no similar securities
are then so listed, to either cause all such Registrable Securities to be
listed on a national securities exchange or to take all actions that may be
required by the Company as the issuer of such Registrable Securities in order
to facilitate the managing underwriter’s arranging for the registration of at
least two market makers as such with respect to such shares with FINRA; 


                         (h)
provide and cause to be maintained a transfer agent and registrar for all such
Registrable Securities covered by such registration statement not later than
the effective date of such registration statement; 


                         (i)
enter into such customary agreements (including, if applicable, an underwriting
agreement containing customary provisions for indemnification and contribution
covering the underwriters and their affiliates) and take such other actions as
the Majority Participating Holders shall reasonably request in order to
expedite or facilitate the disposition of such Registrable Securities (it being
understood that the relevant Participating Holders shall be parties to any such
underwriting agreement and may, at their option, require that the Company make
to and for the benefit of such Participating Holders the representations,
warranties and covenants of the Company which are being made to and for the
benefit of such underwriters); 


                         (j)
use its commercially reasonable efforts to obtain an opinion from the Company’s
counsel and “cold comfort” letters from the Company’s independent public 





11 


accountants in customary form and covering
such matters as are customarily covered by such opinions and “cold comfort”
letters delivered to underwriters in underwritten public offerings, which
opinion and letter shall be reasonably satisfactory to the underwriter, if any,
and furnish to each relevant Participating Holder and to each underwriter, if
any, a copy of such opinion and letter addressed to such Participating Holder
or underwriter; 


                         
(k) deliver promptly to each relevant Participating Holder and each
underwriter, if any, copies of all correspondence between the SEC and the
Company, its counsel or auditors and all memoranda relating to discussions with
the SEC or its staff with respect to the relevant registration statement, other
than those portions of any such memoranda which contain information subject to
attorney-client privilege with respect to the Company, and, upon receipt of
such confidentiality agreements as the Company may reasonably request, make
reasonably available for inspection by any Participating Holder relevant to
such registration statement, by any underwriter, if any, participating in any
disposition to be effected pursuant to such registration statement and by any
attorney, accountant or other agent retained by any such Participating Holder
or any such underwriter, all pertinent financial and other records, pertinent
corporate documents and properties of the Company, and cause all of the
Company’s officers, directors and employees to supply all information
reasonably requested by any such Participating Holder, underwriter, attorney,
accountant or agent in connection with such registration statement; 


                         (l)
use its commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of the relevant registration statement; 


                         (m)
provide a CUSIP number for all such Registrable Securities, not later than the
effective date of the relevant registration statement; 


                         (n)
make reasonably available its employees and personnel for participation in
“road shows” and other marketing efforts and otherwise provide reasonable
assistance to the underwriters (taking into account the needs of the Company’s
businesses and the requirements of the marketing process) in the marketing of
such Registrable Securities in any underwritten offering; 


                         (o)
promptly prior to the filing of any document which is to be incorporated by
reference into the relevant registration statement or the prospectus related
thereto (after the initial filing of such registration statement), and prior to
the filing of any free writing prospectus, provide copies of such document to
counsel for each relevant Participating Holder and to each managing
underwriter, if any, and make the Company’s representatives reasonably
available for discussion of such document and make such changes in such
document concerning any such Participating Holder or managing underwriter prior
to the filing thereof as counsel for such Participating Holder or managing
underwriter may reasonably request; 


                         (p)
cooperate with the relevant Participating Holders and the managing underwriter,
if any, to facilitate the timely preparation and delivery of certificates not
bearing any restrictive legends representing the Registrable Securities to be
sold, and cause such Registrable Securities to be issued in such denominations
and registered in such names in accordance with the underwriting agreement
prior to any sale of Registrable Securities to the underwriters or, if not an
underwritten offering, in accordance with the instructions of the relevant
Participating 





12 


Holders at least three business days prior to
any sale of Registrable Securities and instruct any transfer agent and
registrar of Registrable Securities to release any stop transfer orders in
respect thereof; 


                         (q)
take all such other commercially reasonable actions as are necessary or
advisable in order to expedite or facilitate the disposition of such
Registrable Securities; 


                         (r)
take no direct or indirect action prohibited by Regulation M under the Exchange
Act; provided, however, that to
the extent that any prohibition is applicable to the Company, the Company will
take such action as is necessary to make any such prohibition inapplicable; 


                         (s)
take all reasonable action to ensure that any free writing prospectus utilized
in connection with any registration covered by Section 2.1 or Section 2.2
complies in all material respects with the Securities Act, is filed in
accordance with the Securities Act to the extent required thereby, is retained
in accordance with the Securities Act to the extent required thereby and, when
taken together with the related prospectus, will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading; and 


                         (t)
in connection with any underwritten offering, if at any time the information
conveyed to a purchaser at the time of sale includes any untrue statement of a
material fact or omits to state any material fact necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading, promptly file with the SEC such amendments or supplements
to such information as may be necessary so that the statements as so amended or
supplemented will not, in light of the circumstances, be misleading. 


                    
To the extent the Company is a well-known seasoned issuer (as defined in Rule
405 under the Securities Act) (a “WKSI”) at the time any Demand
Registration Request is submitted to the Company, and such Demand Registration
Request requests that the Company file an automatic shelf registration
statement (as defined in Rule 405 under the Securities Act) (an “automatic
shelf registration statement”) on Form F-3, the Company shall file an
automatic shelf registration statement which covers those Registrable
Securities which are requested to be registered. The Company shall use its
commercially reasonable efforts to remain a WKSI (and not become an ineligible
issuer (as defined in Rule 405 under the Securities Act)) during the period
during which such automatic shelf registration statement is required to remain
effective. If the Company does not pay the filing fee covering the Registrable
Securities at the time the automatic shelf registration statement is filed, the
Company agrees to pay such fee at such time or times as the Registrable
Securities are to be sold. If the automatic shelf registration statement has
been outstanding for at least three years, at the end of the third year the
Company shall refile a new automatic shelf registration statement covering the
Registrable Securities. If at any time when the Company is required to
re-evaluate its WKSI status the Company determines that it is not a WKSI, the
Company shall use its commercially reasonable efforts to refile the shelf
registration statement on Form F-3 and, if such form is not available, Form F-1
and keep such registration statement effective during the period during which
such registration statement is required to be kept effective. 





13 


                    
If the Company files any shelf registration statement for the benefit of the
holders of any of its securities other than the Holders, the Company agrees
that it shall include in such registration statement such disclosures as may be
required by Rule 430B (referring to the unnamed selling security holders in a
generic manner by identifying the initial offering of the securities to the
Holders) in order to ensure that the Holders may be added to such shelf
registration statement at a later time through the filing of a prospectus
supplement rather than a post-effective amendment. 


                    
As a condition precedent to the Company’s obligations under Section 2.4 to
register Registrable Securities, the Company may require that each
Participating Holder furnish the Company such information in writing regarding
such Participating Holder and the distribution of the Registrable Securities
owned by such Participating Holder, as the Company may from time to time
reasonably request provided that such information is necessary for the Company
to consummate such registration and shall be used only in connection with such
registration. 


                    
Each Participating Holder agrees that upon receipt of any notice from the
Company of the happening of any event of the kind described in clause (v) of
paragraph (e) of Section 2.4, such Participating Holder will (x) discontinue
disposing Registrable Securities pursuant to the registration statement
covering such Registrable Securities until such Participating Holder receives
copies of the supplemented or amended prospectus contemplated by paragraph (e)
of Section 2.4 and (y) if so directed by the Company, deliver to the Company
(at the Company’s expense) all copies, other than permanent file copies, in
such Participating Holder’s possession of the prospectus covering such
Registrable Securities that was in effect at the time of receipt of such
notice. In the event the Company shall give any such notice, the applicable
period mentioned in paragraph (b) of Section 2.4 shall be extended by the
number of days during such period from and including the date of the giving of
such notice to and including the date when each Participating Holder of any
Registrable Securities covered by such registration statement shall have
received the copies of the supplemented or amended prospectus contemplated by
paragraph (e) of Section 2.4. 


                    
If any such registration statement or comparable statement under “blue sky”
laws refers to any Holder by name or otherwise as the Holder of any securities
of the Company, then such Holder shall have the right to require (i) the insertion
therein of language, in form and substance reasonably satisfactory to such
Holder and the Company, to the effect that the holding by such Holder of such
securities is not to be construed as a recommendation by such Holder of the
investment quality of the Company’s securities covered thereby and that such
holding does not imply that such Holder will assist in meeting any future
financial requirements of the Company, or (ii) in the event that such reference
to such Holder by name or otherwise is not in the judgment of the Company, as
advised by counsel to the Company, required by the Securities Act or any
similar federal statute or any state “blue sky” or securities law then in
force, the deletion of the reference to such Holder. 


                    2.5.
Registration Expenses. 


                         (a)
The Company shall pay all Expenses (x) with respect to any Demand Registration
whether or not it becomes effective or remains effective for the period 





14 


contemplated by Section 2.4(b) and (y) with
respect to any registration effected under Section 2.2. 


                         (b)
Notwithstanding the foregoing, (x) the provisions of Section 2.5 shall be
deemed amended to the extent necessary to cause these expense provisions to
comply with “blue sky” laws of each state in which the relevant offering is
made and (y) in connection with any offering hereunder, each Participating
Holder shall pay all brokerage fees or underwriting discounts and commissions
and any transfer taxes, if any, attributable to the sale of the Registrable
Securities of such Participating Holder, pro rata with respect to payments of
fees, discounts and commissions in accordance with the number of shares sold in
such offering by such Participating Holder, and (z) the Company shall, in the
case of all registrations under this Section 2, be responsible for all its
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties). 


                    2.6.
Certain Limitations on Registration Rights. In the case of any
registration under Section 2.1 pursuant to an underwritten offering, or, in the
case of a registration under Section 2.2, if the Company has determined to
enter into an underwriting agreement in connection therewith, all securities to
be included in such registration shall be subject to an underwriting agreement
and no Person may participate in such registration unless such Person agrees to
sell such Person’s securities on the basis provided therein and, subject to
Section 3.1, completes and executes all reasonable questionnaires, and other
documents (including custody agreements and powers of attorney) which must be
executed in connection therewith, and provides such other information to the
Company or the managing underwriter as may be necessary to register such
Person’s securities. 


                    2.7.
Limitations on Sale or Distribution of Other Securities. (a) Each
Participating Holder agrees, (i) to the extent requested in writing by a
managing underwriter, if any, of any registration effected pursuant to Section
2.1 or Section 2.2, not to sell, transfer or otherwise dispose of, including
any sale pursuant to Rule 144 under the Securities Act, any Common Stock or any
other equity security of the Company or any security convertible into or
exchangeable or exercisable for any equity security of the Company (other than
as part of such underwritten public offering) during the time period reasonably
requested by the managing underwriter, not to exceed 180 days (and the Company
hereby also so agrees (except that the Company may effect any sale or
distribution of any such securities pursuant to a registration on Form F-4 (if
reasonably acceptable to such managing underwriter) or Form S-8 (or otherwise in
connection with any employee benefits plan), or any successor or similar form
which is then in effect or upon the conversion, exchange or exercise of any
then outstanding Common Stock Equivalent) to use its commercially reasonable
efforts to cause each holder of any equity security or any security convertible
into or exchangeable or exercisable for any equity security of the Company
purchased from the Company at any time other than in a public offering so to
agree), and (ii) to the extent requested in writing by a managing underwriter
of any underwritten public offering effected by the Company for its own
account, not sell any Common Stock or any Common Stock Equivalent (other than
as part of such underwritten public offering) during the time period reasonably
requested by the managing underwriter, which period shall not exceed 180 days. 





15 


                         (b)
The Company hereby agrees that, if it shall previously have received a request
for registration pursuant to Section 2.1 or Section 2.2, and if such previous
registration shall not have been withdrawn or abandoned, the Company shall not
sell, transfer, or otherwise dispose of, any Common Stock or any Common Stock
Equivalent, or any other equity security of the Company or any security convertible
into or exchangeable or exercisable for any equity security of the Company
(other than as part of such underwritten public offering, a registration on
Form F-4 or Form S-8 (or otherwise in connection with any employee benefits
plan) or any successor or similar form which is then in effect or upon the
conversion, exchange or exercise of any then outstanding Common Stock
Equivalent), until a period of 90 days shall have elapsed from the effective
date of such previous registration; and the Company shall so provide in any
registration rights agreements hereafter entered into with respect to any of
its securities. 


                    2.8.
No Required Sale. Nothing in this Agreement shall be deemed to create an
independent obligation on the part of any Holder to sell any Registrable
Securities pursuant to any effective registration statement. 


                    2.9.
Indemnification. (a) In the event of any registration of any securities
of the Company under the Securities Act pursuant to Section 2, the Company
will, and hereby agrees to, indemnify and hold harmless, to the fullest extent
permitted by law, each Holder and each underwriter for each such Holder, and
their respective directors, officers, fiduciaries, employees, stockholders,
members or general and limited partners (and the directors, officers, employees
and stockholders thereof), and each other Person, if any, who controls such
Holder or such underwriter within the meaning of the Securities Act, from and
against any and all losses, claims, damages or liabilities, joint or several,
actions or proceedings (whether commenced or threatened) and expenses
(including reasonable fees of counsel and any amounts paid in any settlement
effected with the Company’s consent, which consent shall not be unreasonably
withheld or delayed) to which each such indemnified party may become subject
under the Securities Act or otherwise, including with respect to any indemnity
or contribution provided by such Holder under an underwriting agreement or
other arrangement relating to such registration of securities (collectively, “Claims”),
and the Company will reimburse any such indemnified party for any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such Claim as such expenses are incurred; provided, however, that the Company shall
not be liable to any such indemnified party in any such case to the extent such
Claim arises out of or is based upon any untrue statement or alleged untrue
statement of a material fact or omission or alleged omission of a material fact
made in the relevant registration statement or amendment thereof or supplement
thereto or in any such prospectus or any preliminary, final or summary
prospectus or free writing prospectus in reliance upon and in conformity with
written information furnished to the Company by or on behalf of such
indemnified party specifically for use therein. Such indemnity and
reimbursement of expenses shall remain in full force and effect regardless of
any investigation made by or on behalf of such indemnified party and shall
survive the transfer of such securities by such Holder. 


                         (b)
Each Participating Holder of Registrable Securities as to which any
registration under Section 2.1 or Section 2.2 is being effected shall,
severally and not jointly, indemnify and hold harmless (in the same manner and
to the same extent as set forth in paragraph (a) of Section 2.9) to the extent
permitted by law the Company, its officers and 





16 


directors, each Person controlling the
Company within the meaning of the Securities Act and all other prospective
sellers and their respective directors, officers, fiduciaries, managing
directors, employees, agents, affiliates, consultants, representatives, successors,
assigns, general and limited partners, stockholders and respective controlling
Persons with respect to any untrue statement or alleged untrue statement of any
material fact in, or omission or alleged omission of any material fact from,
the relevant registration statement, any preliminary, final or summary
prospectus contained therein, or any amendment or supplement thereto, or any
free writing prospectus utilized in connection therewith, if such statement or
alleged statement or omission or alleged omission was made in reliance upon and
in conformity with written information furnished to the Company or its
representatives by or on behalf of such Participating Holder specifically for
use therein and reimburse such indemnified party for any legal or other
expenses reasonably incurred in connection with investigating or defending any
such Claim as such expenses are incurred; provided,
however, that the aggregate amount which any such Participating
Holder shall be required to pay pursuant to Section 2.9(b) and Sections 2.9(c),
(e) and (f) shall in no case be greater than the amount of the net proceeds
received by such Participating Holder upon the sale of the Registrable
Securities pursuant to the registration statement giving rise to such Claim.
Such indemnity and reimbursement of expenses shall remain in full force and
effect regardless of any investigation made by or on behalf of such indemnified
party and shall survive the transfer of such Registrable Securities by such
Participating Holder. 


                         (c)
Any Person entitled to indemnification under this Agreement shall notify
promptly the indemnifying party in writing of the commencement of any action or
proceeding with respect to which a claim for indemnification may be made
pursuant to Section 2.9, but the failure of any such Person to provide such
notice shall not relieve the indemnifying party of its obligations under the
preceding paragraphs of Section 2.9, except to the extent the indemnifying
party is materially prejudiced thereby and shall not relieve the indemnifying
party from any liability which it may have to any such Person otherwise than
under this Article 2. In case any action or proceeding is brought against an
indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, unless in the reasonable opinion of outside counsel to the
indemnified party a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such Claim, to assume the defense
thereof jointly with any other indemnifying party similarly notified, to the
extent that it chooses, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party that it so chooses, the indemnifying party shall not be
liable to such indemnified party for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation; provided,
however, that (i) if the indemnifying party fails to take reasonable
steps necessary to defend diligently the action or proceeding within 20 days
after receiving notice from such indemnified party; or (ii) if such indemnified
party who is a defendant in any action or proceeding which is also brought
against the indemnifying party reasonably shall have concluded that there may
be one or more legal defenses available to such indemnified party which are not
available to the indemnifying party; or (iii) if representation of both parties
by the same counsel is otherwise inappropriate under applicable standards of
professional conduct, then, in any such case, the indemnified party shall have
the right to assume or continue its own defense as set forth above (but with no
more than one firm of counsel for all indemnified parties in each jurisdiction,
except to the extent any 





17 


indemnified party or parties reasonably shall
have concluded that there may be legal defenses available to such party or
parties which are not available to the other indemnified parties or to the
extent representation of all indemnified parties by the same counsel is
otherwise inappropriate under applicable standards of professional conduct) and
the indemnifying party shall be liable for any expenses therefor. No
indemnifying party shall, without the written consent of the indemnified party,
which consent shall not be unreasonably withheld, effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any
pending or threatened action or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not the indemnified party
is an actual or potential party to such action or proceeding) unless such
settlement, compromise or judgment (A) includes an unconditional release of the
indemnified party from all liability arising out of such action or proceeding
and (B) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any indemnified party. 


                         (d)
If for any reason the foregoing indemnity is unavailable or is insufficient to
hold harmless an indemnified party under Sections 2.9(a), (b) or (c), then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of any Claim in such proportion as is appropriate
to reflect the relative fault of the indemnifying party, on the one hand, and
the indemnified party, on the other hand, with respect to such offering of
securities. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the indemnifying party or the indemnified party and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. If, however, the
allocation provided in the second preceding sentence is not permitted by
applicable law, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party in such proportion as is appropriate
to reflect not only such relative faults but also the relative benefits of the
indemnifying party and the indemnified party as well as any other relevant
equitable considerations. The parties hereto agree that it would not be just
and equitable if contributions pursuant to Section 2.9(e) were to be determined
by pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the preceding sentences
of Section 2.9(e). The amount paid or payable in respect of any Claim shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such Claim.
No Person guilty of fraudulent misrepresentation (within the meaning of section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation. Notwithstanding
anything in Section 2.9(e) to the contrary, no indemnifying party (other than
the Company) shall be required pursuant to Section 2.9(e) to contribute any
amount in excess of the net proceeds received by such indemnifying party from
the sale of Registrable Securities in the offering to which the losses, claims,
damages or liabilities of the indemnified parties relate, less the amount of any
indemnification payment made by such indemnifying party pursuant to Sections
2.9(b) and (c). 


                         (e)
The indemnity and contribution agreements contained herein shall be in addition
to any other rights to indemnification or contribution which any indemnified
party may have pursuant to law or contract and shall remain operative and in
full force and effect 





18


regardless of
any investigation made or omitted by or on behalf of any indemnified party and
shall survive the transfer of any Registrable Securities by any such party. 


                         (f)
The indemnification and contribution required by Section 2.9 shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or expense, loss, damage or
liability is incurred. 


          3.
Underwritten Offerings. 


                    3.1.
Requested Underwritten Offerings. If requested by the underwriters for
any underwritten offering pursuant to a registration requested under Section
2.1, the Company shall enter into a customary underwriting agreement with the
underwriters. Such underwriting agreement shall be satisfactory in form and
substance to the Majority Participating Holders and shall contain such
representations and warranties by, and such other agreements on the part of,
the Company and such other terms as are generally prevailing in agreements of
that type, including, without limitation, indemnities and contribution
agreements. Any Participating Holder to the offering shall be a party to such
underwriting agreement and may, at its option, require that any or all of the
representations and warranties by, and the other agreements on the part of, the
Company to and for the benefit of such underwriters shall also be made to and
for the benefit of such Participating Holder and that any or all of the
conditions precedent to the obligations of such underwriters under such
underwriting agreement be conditions precedent to the obligations of such
Participating Holder; provided, however, that the Company shall not be
required to make any representations or warranties with respect to written
information specifically provided by a Participating Holder for inclusion in
the relevant registration statement. Each such Participating Holder shall not
be required to make any representations or warranties to or agreements with the
Company or the underwriters other than representations, warranties or
agreements regarding such Participating Holder, its ownership of and title to
the relevant Registrable Securities, and its intended method of distribution;
and any liability of such Participating Holder to any underwriter or other
Person under such underwriting agreement shall be limited to liability arising
from breach of such Participating Holder’s representations and warranties and
shall be limited to an amount equal to the proceeds (net of expenses and underwriting
discounts and commissions) that such Participating Holder derives from such
registration. 


                    3.2.
Piggyback Underwritten Offerings. In the case of a registration pursuant
to Section 2.2, if the Company shall have determined to enter into an
underwriting agreement in connection therewith, any Registrable Securities to
be included in such registration shall be subject to such underwriting
agreement. Any Participating Holder to such registration may, at its option,
require that any or all of the representations and warranties by, and the other
agreements on the part of, the Company to and for the benefit of such
underwriters shall also be made to and for the benefit of such Participating
Holder and that any or all of the conditions precedent to the obligations of
such underwriters under such underwriting agreement be conditions precedent to
the obligations of such Participating Holder. Each such Participating Holder
shall not be required to make any representations or warranties to or
agreements with the Company or the underwriters other than representations,
warranties or agreements regarding such Participating Holder, its ownership of
and title to the relevant Registrable Securities, and its intended method of
distribution; and any liability of such Participating Holder to any underwriter
or other Person 





19


under such
underwriting agreement shall be limited to liability arising from breach of
such Participating Holder representations and warranties and shall be limited
to an amount equal to the proceeds (net of expenses and underwriting discounts
and commissions) that such Participating Holder derives from such registration.



          4.
General. 


                    4.1.
Adjustments Affecting Registrable Securities. The Company agrees that it
shall not effect or permit to occur any combination or subdivision of shares of
Common Stock or Common Stock Equivalent which would adversely affect the
ability of any Holder of any Registrable Securities to include such Registrable
Securities in any registration contemplated by this Agreement or the
marketability of such Registrable Securities in any such registration. The
Company agrees that it will take all reasonable steps necessary to effect a
subdivision of shares if in the reasonable judgment of (a) the Majority
Participating Holders or (b) the managing underwriter for the relevant
offering, such subdivision would enhance the marketability of the Registrable
Securities. Each Holder agrees to vote all of its shares of capital stock in a
manner, and to take all other actions necessary, to permit the Company to carry
out the intent of the preceding sentence including, without limitation, voting
in favor of an amendment to the Company’s certificate of incorporation in order
to increase the number of authorized shares of capital stock of the Company. 


                    4.2.
Rule 144. The Company covenants that (i) upon such time as it becomes,
and so long as it remains, subject to the reporting provisions of the Exchange
Act, it will timely file the reports required to be filed by it under the
Securities Act or the Exchange Act (including, but not limited to, the reports
under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph
(c)(1) of Rule 144 under the Securities Act), and (ii) it will take such
further action as any Holder may reasonably request, all to the extent required
from time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (A) Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or (B) any similar rule or regulation hereafter adopted by
the SEC. Upon the request of any Holder, the Company will deliver to such
Holder a written statement as to whether it has complied with such
requirements. 


                    4.3.
Nominees for Beneficial Owners. If Registrable Securities are held by a
nominee for the beneficial owner thereof, the beneficial owner thereof may, at
its option, be treated as the Holder of such Registrable Securities for
purposes of any request or other action by any Holder pursuant to this
Agreement (or any determination of any number or percentage of shares
constituting Registrable Securities held by any Holder contemplated by this
Agreement), provided that the Company shall have received assurances reasonably
satisfactory to it of such beneficial ownership. 


                    4.4.
Amendments and Waiver; Transferees. (a) The terms and provisions of this
Agreement may be modified or amended, or any of the provisions hereof waived,
temporarily or permanently, in a writing executed and delivered by the Company
and each of the Holders. No waiver of any of the provisions of this Agreement
shall be deemed to or shall constitute a waiver of any other provision hereof
(whether or not similar). No delay on the part 





20


of any party
in exercising any right, power or privilege hereunder shall operate as a waiver
thereof. 


                    (b)
Each Stockholder shall be entitled to transfer the benefits of this Agreement
to any Person to whom it shall transfer all or any of its Registrable
Securities, and any such transferee shall similarly be entitled to transfer the
benefits of this Agreement; provided that
each Stockholder agrees that it shall cause any such transferee to become a
party to this Agreement by executing a counterpart of this Agreement and
delivering the same to the Company. The Company shall not be required to effect
the registration of any transfer of shares by a Stockholder unless it shall
have received such a signed counterpart of this Agreement. This Agreement shall
be effective with respect to any such transferee without the need for any
action on the part of any other Stockholder. 


                    4.5.
Notices. All notices, requests, claims, demands and other communications
required or permitted to be given hereunder will be in writing and will be
given when delivered by hand or sent by registered or certified mail (postage
prepaid, return receipt requested) or by overnight courier (providing proof of
delivery) or by telecopy (providing confirmation of transmission). All such
notices, requests, claims, demands or other communications will be addressed as
follows: 


	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 if to the
 Company, to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Costamare
 Inc.

 60 Zephyrou Street &

 Syngrou Avenue

 17564 Athens

 Greece

 Telephone No.: +30-210-94-90-000

 Fax No.: +30 210-940-6454

 Attention: Chief Executive Officer

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 With a copy
 to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Cravath,
 Swaine & Moore LLP

 Worldwide Plaza

 825 Eighth Avenue

 New York, New York 10019

 Telephone No.: (212) 474-1000

 Fax No.: (212) 474-3700

 Attention: William P. Rogers, Jr.

 









21



	
  
	 	
  

	
 (b)

 	
  

 	
 If to a
 Stockholder, to:

 
	
  

 	
  

 	
  

 
	
  
	 	
 Costamare
 Shipping Company S.A.

 60 Zephyrou Street &

 Syngrou Avenue

 17564 Athens

 Greece

 Telephone No.: +30-210-94-90-000

 Fax No.: +30 210-940-6454

 Attention: Chief Executive Officer

	
  
	 
	
  

	
  
	 
	
 With a copy
 to:

	
  
	 
	
  

	
  
	 
	
 Cravath,
 Swaine & Moore LLP

 Worldwide Plaza

 825 Eighth Avenue

 New York, New York 10019

 Telephone No.: (212) 474-1000

 Fax No.: (212) 474-3700

 Attention: William P. Rogers, Jr.




or such other
address as the Company or such Stockholder shall have specified to the other
party in writing in accordance with Section 4.5. 


                    4.6.
Miscellaneous. 


                         (a)
Subject to Section 4.4(b), this Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and the respective
successors, personal representatives and assigns of the parties hereto. 


                         (b)
This Agreement (with the documents referred to herein or delivered pursuant
hereto) embodies the entire agreement and understanding between the parties
hereto and supersedes all prior agreements. 


                         (c)
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
CONFLICT OF LAWS PRINCIPLES THEREOF). 


                         (d)
With respect to any suit, action or proceeding (“Proceeding”) arising
out of or relating to this Agreement each of the parties hereto hereby
irrevocably (i) submits to the exclusive jurisdiction of the United States
District Court for the Southern District of New York or if such suit, action or
proceeding may not be brought in such court for jurisdictional reasons, in the
Supreme Court of the State of New York, New York County (collectively, the “Selected
Courts”) and waives any objection to venue being laid in the Selected
Courts whether based on the grounds of forum non conveniens or otherwise and
hereby agrees not to commence any such Proceeding other than before one of the
Selected Courts; provided, however, that a party may commence any
Proceeding in a court other than a Selected Court solely for the purpose of
enforcing an order or judgment issued by one of the Selected Courts 





22


and (ii)
consents to service of process in any Proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, or by recognized
international express carrier or delivery service, to the Company or such
Stockholder at their respective addresses referred to in Section 4.5; provided, however,
that nothing herein shall affect the right of any party hereto to serve process
in any other manner permitted by law. 


                         (e)
WITH RESPECT TO ANY PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY, TO
THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVE, AND
COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR
OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED
TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING
IN CONTRACT, TORT OR OTHERWISE, AND AGREE THAT ANY OF THEM MAY FILE A COPY OF
THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND
BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO
TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS
AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE TRIED IN A
COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. 


                         (f)
The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof. All section references are to
this Agreement unless otherwise expressly provided. 


                         (g)
This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one
instrument. 


                         (h)
Any term or provision of this Agreement which is invalid or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such invalidity or unenforceability without rendering invalid or
unenforceable the remaining terms and provisions of this Agreement or affecting
the validity or enforceability of any of the terms or provisions of this
Agreement in any other jurisdiction. 


                         (i)
The parties hereto agree that irreparable damage would occur in the event that
any of the provisions of this Agreement were not performed in accordance with
its specific terms or was otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions and other equitable
remedies to prevent breaches of this Agreement and to enforce specifically the
terms and provisions hereof in any of the Selected Courts, this being in
addition to any other remedy to which they are entitled at law or in equity.
Any requirements for the securing or posting of any bond with respect to such
remedy are hereby waived by each of the parties hereto. Each party further
agrees that, in the event of any action for an injunction or other equitable
remedy in respect of such breach or enforcement of specific performance, it
will not assert the defense that a remedy at law would be adequate. 





23


                         (j)
Each party hereto shall do and perform or cause to be done and performed all
such further acts and things and shall execute and deliver all such other
agreements, certificates, instruments, and documents as any other party hereto
reasonably may request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions
contemplated hereby. 


                    4.7.
No Inconsistent Agreements. The Company represents that the rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with any other agreements to which the Company is a party or by
which it is bound. Without the prior written consent of Holders of a majority
of the then outstanding Registrable Securities, the Company will not, on or
after the date of this Agreement, enter into any agreement with respect to its
securities which is inconsistent with the rights granted in this Agreement or
otherwise conflicts with the provisions hereof or provides terms and conditions
which, taken as a whole, are materially more favorable to, or materially less
restrictive on, the other party thereto than the terms and conditions contained
in this Agreement are (insofar as they are applicable) to the Holders, other
than any lock-up agreement with the underwriters in connection with any
registered offering effected hereunder, pursuant to which the Company shall
agree not to register for sale, and the Company shall agree not to sell or
otherwise dispose of, Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock, for a specified period that is no
longer than 180 days in the case of an IPO, or 90 days, in the case of any
other registered offering, following the registered offering; provided,
however, that in the event that either (a) during the last 17 days of the
180-day period or the 90-day period referred to above, as applicable, the
Company issues an earnings release or material news or a material event
relating to the Company occurs or (b) prior to the expiration of the 180-day
restricted period or the 90-day restricted period, as applicable, the Company
announces that it will release earnings results or becomes aware that material
news or a material event will occur during the 16-day period beginning on the
last day of the 180-day restricted period or the 90-day restricted period, as
applicable, the restrictions described above will continue to apply until the
expiration of the 18-day period beginning on the issuance of the earnings
release or the occurrence of the material news or material event. The Company
further agrees that if any other registration rights agreement entered into
after the date of this Agreement with respect to any of its securities contains
terms which, taken as a whole, are materially more favorable to, or materially
less restrictive on, the other party thereto than the terms and conditions
contained in this Agreement are (insofar as they are applicable) to the
Holders, then the terms and conditions of this Agreement shall immediately be
deemed to have been amended without further action by the Company or any of the
Holders so that the Holders shall each be entitled to the benefit of any such
more favorable or less restrictive terms or conditions. 





                    IN
WITNESS WHEREOF, the parties hereto have duly executed this agreement as of the
date first above written. 


	
  

 	
  

 	
  

 
	
 COSTAMARE
 INC.

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
  

 
	
  

 	
 Title:

 	
  

 






	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Vasileios
 Konstantakopoulos, as Stockholder

 
	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Konstantinos
 Konstantakopoulos, as Stockholder

 
	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Christos
 Konstantakopoulos, as Stockholder

 
	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Achillefs
 Konstantakopoulos, as Stockholder

 
	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Kent
 Maritime Investments S.A., as Stockholder

 
	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Yaco
 Maritime Investments S.A., as Stockholder

 
	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Vasska
 Maritime Investments S.A., as Stockholder

 


[SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT]