Exhibit
10.3


 


 





COSTAMARE PARTNERS LP


 


COSTAMARE PARTNERS GP
LLC


 


- and –


 


COSTAMARE SHIPPING COMPANY
S.A.


 


MANAGEMENT AGREEMENT





 




    	 



    	



    




TABLE OF CONTENTS


 








	 	 	Page
	 	 	 
	ARTICLE I	INTERPRETATION	1
	ARTICLE II	APPOINTMENT	6
	ARTICLE III	THE PARTNERSHIP’S GENERAL OBLIGATIONS	8
	ARTICLE IV	THE MANAGER’S GENERAL OBLIGATIONS	9
	ARTICLE V	ADMINISTRATIVE SERVICES	11
	ARTICLE VI	COMMERCIAL SERVICES	14
	ARTICLE VII	INSURANCE	15
	ARTICLE VIII	OFFICERS AND EMPLOYEES	15
	ARTICLE IX	MANAGEMENT FEES AND EXPENSES	16
	ARTICLE X	BUDGETS, CORPORATE PLANNING AND EXPENSES	20
	ARTICLE XI	LIABILITY AND INDEMNITY	22
	ARTICLE XII	RIGHTS OF THE MANAGER AND RESTRICTIONS ON THE MANAGER’S AUTHORITY	24
	ARTICLE XIII	TERMINATION OF THIS AGREEMENT	25
	ARTICLE XIV	NOTICES	28
	ARTICLE XV	APPLICABLE LAW	28
	ARTICLE XVI	ARBITRATION	28
	ARTICLE XVII	MISCELLANEOUS	29
	 	 	 
	APPENDIX I	Form of Ship Management Agreement	 
	 	 	 
	APPENDIX II	Form of Supervision Agreement	 









    	 



    	



    





THIS MANAGEMENT AGREEMENT (this “Agreement”)
is made on the [•] day of [•], 2015, BY AND BETWEEN:


 


(1)COSTAMARE PARTNERS LP, a Marshall
Islands limited partnership (the “Partnership”);


 


(2)COSTAMARE PARTNERS GP LLC, a Marshall
Islands limited liability company, as general partner of the Partnership (the “General Partner”); and


 


(3)COSTAMARE SHIPPING COMPANY S.A., a
company organized and existing under the laws of the Republic of Panama (the “Manager”).


 


WHEREAS:


 


(A)The Partnership wholly owns (i) the
entities set out in Schedule A, as such Schedule A may be amended from time to time (the “Shipowning Subsidiaries”),
each of which owns one or more Container Vessels (as defined below) (the “Vessels”) and (ii) the entities set
out in Schedule B, as such Schedule B may be amended from time to time (together with the Shipowning Subsidiaries, the “Subsidiaries”).


 


(B)The Manager has the benefit of experience
in the technical and commercial management of Container Vessels and administration of shipowning companies generally.


 


(C)The Partnership and the Manager desire
to adopt this Agreement, pursuant to which the Manager shall represent the Partnership Group (as defined below) in its dealings
with third parties and either directly or through a Submanager (as defined below) provide technical, commercial, administrative
and certain other services to the members of the Partnership Group as specified herein in connection with the management and administration
of the business of the members of the Partnership Group.


 


NOW, THEREFORE, THE PARTIES HEREBY AGREE:


 


ARTICLE
I



INTERPRETATION


 


SECTION 1.1. In this Agreement, unless the
context otherwise requires:


 


“Affiliates” means, with
respect to any person as to any particular date, any other persons that directly or indirectly, through one or more intermediaries,
are Controlled by, Control or are under common Control with the person in question, and Affiliates means any of them.


 


“Agreement” shall have
the meaning set forth in the preamble.



    	 



    		2



    



“Amended and Restated Group Management
Agreement” means the amended and restated management agreement dated March 3, 2015, as amended from time to time, between
Costamare and the Manager.


 


“Annual Period” shall
have the meaning set forth in Section 9.2.


 


“Approved Budget” shall
have the meaning set forth in Section 10.3.


 


“Beneficial Owner” has
the meaning set forth in Rule 13d-3 under the Exchange Act. For purposes of this definition, such person or group shall be deemed
to Beneficially Own any outstanding voting securities of a company held by any other company (the “parent company”)
that is Controlled by such person or group. The term “Beneficially Own” and similar capitalized terms shall have analogous
meanings.


 


“Board of Directors” means
the board of directors or the board of managers of the General Partner as the same may be constituted from time to time, provided
that, after a Board Election, the term “Board of Directors” shall mean such board of directors of the Partnership.


 


“Board Election” means
the election by the General Partner to cause the Partnership to be managed by the Partnership’s own board of directors, pursuant
to Section 7.14 of the Limited Partnership Agreement.


 


“Business Days” means
a day (excluding Saturdays and Sundays) on which banks are open for business in Athens, Greece; and New York, New York.


 


“Change in Control of the General
Partner or the Partnership” means, with respect to the General Partner or the Partnership (the “Applicable Person”),
any of the following events: (a) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions)
of all or substantially all of the Applicable Person’s assets to any other person, unless immediately following such sale,
lease, exchange or other transfer such assets are owned, directly or indirectly, by the Applicable Person; (b) the consolidation
or merger of the Applicable Person with or into another person pursuant to a transaction in which the outstanding voting securities
of the Applicable Person are changed into or exchanged for cash, securities or other property, other than any such transaction
where (i) the outstanding voting securities of the Applicable Person are changed into or exchanged for voting securities of the
surviving person or its parent and (ii) the holders of the voting securities of the Applicable Person immediately prior to such
transaction own, directly or indirectly, not less than a majority of the outstanding voting securities of the surviving person
or its parent immediately after such transaction; or (c) a “person” or “group” (within the meaning of Sections
13(d) or 14(d)(2) of the Exchange Act or any successor provision), other than Costamare, York or their Affiliates with respect
to the General Partner or the Partnership or the Konstantakopoulos Entities with respect to Costamare, being or becoming the Beneficial
Owner of more than 50% of all of the then outstanding voting securities of the Applicable Person, except in a merger or consolidation
which would not constitute a Change in Control of the General Partner or the Partnership under clause (b) above.



    	 



    		3



    

“Change in Control of the Manager”
means (a) a sale of all or substantially all of the assets or property of the Manager necessary for the performance of the Manager’s
services under this Agreement, (b) a sale of the Manager’s shares that would result in Konstantinos Konstantakopoulos Beneficially
Owning, directly or indirectly, less than 50.1% of the total voting power of the outstanding voting securities of the Manager or
(c) a merger, consolidation or similar transaction, that would result in Konstantinos Konstantakopoulos Beneficially Owning, directly
or indirectly, less than 50.1% of the total voting power of the outstanding voting securities of the resulting entity following
such transaction.


 


“Conflicts Committee”
means the conflicts committee of the Board of Directors.


 


“Consent of the Partnership”
means the Special Approval (as defined in the Limited Partnership Agreement) of the Conflicts Committee.


 


“Container Vessel” means
any ocean-going vessel (whether in its construction phase or operational) that is intended to be used primarily to transport containerized
cargoes.


 


“Continuing Directors”
means, as of any date of determination, any member of the board of directors of Costamare who (i) was a member of the board of
directors immediately after the Effective Date, or (ii) was nominated for election or elected to the board of directors of Costamare
with the approval of a majority of the directors then still in office or who were either directors immediately after the Effective
Date or whose nomination or election was previously so approved.


 


“Control” or “Controlled”
means, with respect to any person, the right to elect or appoint, directly or indirectly, a majority of the directors of such person
or a majority of the persons who have the right, including any contractual right, to manage and direct the business, affairs and
operations of such person or the possession of the power to direct or cause the direction of the management and policies of a person,
whether through ownership of voting securities, by contract or otherwise.


 


“Costamare” means Costamare
Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands.


 


“Crew” shall have the
meaning set forth in clause 1 of each Shipmanagement Agreement.


 


“Draft Budget” shall have
the meaning set forth in Section 10.1.


 


“Effective Date” means
the date upon which the initial public offering of the Partnership is consummated.


 


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



    	 



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“Executive Officers” means
the Chief Executive Officer, the Chief Operating Officer (if any) and the Chief Financial Officer of the General Partner or, after
a Board Election, the Partnership, as applicable.


 


“Fixed Period” shall have
the meaning set forth in Section 9.2.


 


“Force Majeure” shall
have the meaning set forth in Section 11.1.


 


“General Partner” shall
have the meaning set forth in the preamble.


 


“Initial Term” shall have
the meaning set forth in Section 13.1.


 


“Konstantakopoulos Entities”
means:


 


		(a)	Konstantinos Konstantakopoulos, Christos Konstantakopoulos, Achillefs Konstantakopoulos or Vassileios Konstantakopoulos;



 


		(b)	any spouse or lineal descendant of any of the individuals set out in paragraph (a) above; and



 


		(c)	any person Controlled by, or under common Control with, any such individual or combination of such individuals as set out in
paragraphs (a) and (b) above.



 


“Limited Partnership Agreement”
means the first amended and restated agreement of limited partnership of the Partnership, dated as of [•], 2015, as from time
to time amended.


 


“Management Fee” shall
have the meaning set forth in Section 9.1.


 


“Management Services”
shall have, in relation to a Vessel, the meaning set forth in clause 1 of the Shipmanagement Agreement applicable to such Vessel.


 


“Manager” shall have the
meaning set forth in the preamble.


 


“Manager Related Parties”
shall have the meaning set forth in Section 11.2.


 


“Newbuild” means a new
vessel to be or which has just been constructed, or is under construction, pursuant to a shipbuilding contract or other related
agreement entered into by the relevant member of the Partnership Group.


 


“Omnibus Agreement” means
that certain Omnibus Agreement, dated as of October 1, 2014, among Costamare, the Partnership, the General Partner, Costamare Partners
Holdings LLC and York, as such agreement may be amended, supplemented or restated from time to time.


 


“Partnership” shall have
the meaning set forth in the preamble.



    	 



    		5



    

“Partnership Group” means,
at any time, the Partnership, the General Partner and the Subsidiaries at such time taking into account the Schedule A and Schedule
B in effect at such time and “member of the Partnership Group” shall be construed accordingly.


 


“Questioned Items” shall
have the meaning set forth in Section 10.2.


 


“Related Manager” means
each of Shanghai Costamare Ship Management Co., Ltd. or any Affiliate of a Konstantakopoulos Entity appointed as Submanager in
accordance with the terms of this Agreement.


 


“Services” shall have
the meaning set forth in Section 2.3.


 


“Shipmanagement Agreement”
shall have the meaning set forth in Section 3.2.


 


“Shipowning Subsidiaries”
shall have the meaning set forth in the recitals.


 


“STCW 95” means the International
Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1978, as amended in 1995 or any subsequent amendment
thereto.


 


“Submanager” shall have
the meaning set forth in Section 2.4.


 


“Subsequent Term” shall
have the meaning set forth in Section 13.1.


 


“Subsidiaries” shall have
the meaning set forth in the recitals.


 


“Supervision Agreement”
shall have the meaning set forth in Section 3.3.


 


“Term” shall have the
meaning set forth in Section 13.1.


 


“Vessels” shall have the
meaning set forth in the recitals.


 


“V.Ships” means V.Ships
Greece Ltd, Par-La Ville Place 14, Par-La Ville Road, Hamilton HM08, Bermuda and includes its successors in title and permitted
assignees.


 


“York” means York Capital
Management Global Advisors LLC, Sparrow Holdings, L.P., Bluebird Holdings, L.P. and certain affiliated funds on whose behalf York
Capital Management Global Advisors LLC has entered into the Omnibus Agreement.


 


SECTION 1.2. The headings of this Agreement
are for ease of reference and do not limit or otherwise affect the meaning hereof.


 


SECTION 1.3. All the terms of this Agreement,
whether so expressed or not, shall be binding upon the parties hereto and their respective successors and assigns.



    	 



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SECTION 1.4. In the event of any conflict
between this Agreement, any Shipmanagement Agreement or any Supervision Agreement, the provisions of this Agreement shall prevail.


 


SECTION 1.5. Unless otherwise specified,
all references to money refer to the legal currency of the United States of America.


 


SECTION 1.6. Unless the context otherwise
requires, words in the singular include the plural and vice versa.


 


SECTION 1.7. The words “include”,
“includes” and “including” when used herein shall be deemed in each case to be followed by the words “without
limitation” and shall not be construed to limit any general statement which it follows to the specific or similar items or
matters immediately following it.


 


SECTION 1.8. Any reference to “person”
includes an individual, body corporate, limited liability company, partnership, joint venture, cooperative, trust or unincorporated
organization, association, trustee, domestic or foreign government or any agency or instrumentality thereof, or any other entity
recognized by law.


 


SECTION 1.9. Any reference to an enactment
shall be deemed to include reference to such enactment as re-enacted, amended or extended.


 


SECTION 1.10. Any reference to (or to any
specified provision of) this Agreement or any other document shall be construed as reference to this Agreement, that provision
or that document as in force for the time being and as amended in accordance with the terms thereof, or, as the case may be, with
the agreement of the relevant parties.


 


SECTION 1.11. Any reference to clauses, appendices
and schedules shall be construed as reference to clauses of, appendices to and schedules to this Agreement and references to this
Agreement includes its appendices and schedules.


 


ARTICLE
II


 


APPOINTMENT


 


SECTION 2.1. The Manager is hereby appointed
by the Partnership as the administrative manager of the Partnership Group and hereby accepts such appointment on the terms and
conditions of this Agreement.


 


SECTION 2.2. The Manager shall be appointed
by (a) each Shipowning Subsidiary pursuant to the provisions of Section 3.3 as the technical and/or commercial manager of each
such Shipowning Subsidiary’s Vessel on the terms and conditions of the relevant Shipmanagement Agreement and this Agreement
and (b) each member of the Partnership Group to be acquiring a Newbuild, as the supervisor of the construction thereof on the terms
and conditions of the relevant Supervision Agreement and this Agreement.



    	 



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SECTION 2.3. The Manager agrees to provide:


 


(a) the services specified in Articles
V, VI, VII and VIII of this Agreement;


 


(b) the services specified in each
Supervision Agreement; and


 


(c) the Management Services (as
such term is defined in clause 1 of each Shipmanagement Agreement) in respect of each Vessel specified in each Shipmanagement Agreement
(the services to be provided under Sections 2.3(a), 2.3(b) and 2.3(c) collectively the “Services”).


 


The Partnership and the Manager each hereby agree that
in the performance of this Agreement, any Supervision Agreement or any Shipmanagement Agreement, the Manager or, as the case may
be, any Submanager, is acting solely on behalf of, as agent of and for the account of, the Partnership or any other relevant member
of the Partnership Group. The Manager or, as the case may be, the relevant Submanager may advise persons with whom it deals on
behalf of the Partnership or any other member of the Partnership Group that it is conducting such business for and on behalf of
the Partnership or, as the case may be, a member of the Partnership Group.


 


SECTION 2.4. The Manager may upon notice
to the Partnership appoint any person (a “Submanager”) at any time throughout the duration of this Agreement
to discharge any of the Manager’s duties under this Agreement or a Shipmanagement Agreement or a Supervision Agreement, provided
that if such person is not a Related Manager or V.Ships, the Manager shall obtain the written Consent of the Partnership prior
to such appointment (such Consent of the Partnership shall not be unreasonably withheld or delayed). The Manager shall appoint
a Submanager either by entering into a management agreement or supervision agreement (such management agreement or supervision
agreement to be on terms to be agreed between the parties thereto and only in respect of the services that the Manager wishes such
Submanager to discharge) directly with such Submanager (for the avoidance of doubt, unless otherwise agreed in writing, no member
of the Partnership Group shall have any responsibility for any fees or costs incurred under any such management agreement or supervision
agreement) or by directing such Submanager to enter into a management agreement or supervision agreement directly with the relevant
member of the Partnership Group (such management agreement or supervision agreement to be on terms to be agreed between the parties
thereto and only in respect of the services that the Manager wishes such Submanager to discharge). Any Submanager (other than V.Ships)
shall agree to the terms and conditions of this Agreement to the extent applicable to it, prior to performing any services for
any member of the Partnership Group. The Partnership shall procure that each member of the Partnership Group shall provide written
confirmation to the Manager or, as the case may be, a Submanager, that such member’s Vessel is commercially and/or technically
managed by the Manager or, as the case may be, the relevant Submanager.



    	 



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SECTION 2.5. The Manager’s power to
delegate performance of any provision of this Agreement, including delegation by directing a Submanager to enter into a management
agreement or supervision agreement directly with a member of the Partnership Group in accordance with Section 2.4, shall not limit
the Manager’s liability to the Partnership to perform this Agreement with the intention that the Manager shall remain responsible
to the Partnership for the due and timely performance of all duties and responsibilities of the Manager hereunder, PROVIDED
HOWEVER, that to the extent that any Submanager has performed any such duty, the Manager shall not be under any obligation
to perform again the same duty.


 


ARTICLE
III


 


THE PARtnership’S GENERAL OBLIGATIONS


 


SECTION 3.1. The Partnership shall notify
the Manager as soon as possible of any purchase of any vessel (whether the same is a second-hand vessel or a Newbuild), the delivery
of any Newbuild from the relevant builder or intermediate seller to the relevant member of the Partnership Group to take ownership
of such Newbuild, the sale of any Vessel, the purchase or creation of any direct or indirect subsidiary of the Partnership or the
sale or divestiture of any Subsidiary and shall promptly amend Schedule A and Schedule B, as applicable, to be reflective of any
such development. Such amended Schedule A or Schedule B shall be effective on any such day as mutually agreed by the Partnership
and the Manager, which date shall be no later than five Business Days after delivery of such amended Schedule A and/or Schedule
B to the Manager by the Partnership.


 


SECTION 3.2. For each Vessel the Partnership
shall cause the relevant Shipowning Subsidiary to enter into with the Manager, and the Manager shall enter into with such Shipowning
Subsidiary, a contract substantially in the form attached as Appendix I (each a “Shipmanagement Agreement” and,
collectively, the “Shipmanagement Agreements”), with such alterations and additions as are appropriate; PROVIDED
HOWEVER, that any alterations or additions which materially vary from such form shall require the approval of the Board of
Directors.


 


SECTION 3.3. For each Newbuild the Partnership
shall cause the relevant Shipowning Subsidiary to enter into with the Manager, and the Manager shall enter into with such Shipowning
Subsidiary, a contract substantially in the form attached as Appendix II (each a “Supervision Agreement” and,
collectively, the “Supervision Agreements”) with such alterations and additions as are appropriate; PROVIDED
HOWEVER, that any alterations or additions which materially vary from such form shall require the approval of the Board of
Directors.


 


SECTION 3.4. The Partnership shall pay punctually
all sums due to the Manager under this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement to which the Manager
is a party in accordance with the respective terms thereof.



    	 



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SECTION 3.5. The Partnership shall procure
that each other member of the Partnership Group (a) performs its obligations under any Shipmanagement Agreement or any Supervision
Agreement to which it is a party and (b) does not take any action or omit to take any action the effect of which is to cause the
Partnership Group or the Manager or a Submanager to be in breach of this Agreement, any Shipmanagement Agreement and/or any Supervision
Agreement.


 


SECTION 3.6. The Partnership agrees that
it has engaged the Manager to provide the Services on an exclusive basis and, without receiving the prior written approval of the
Manager or before it has lawfully terminated this Agreement in accordance with its terms, it will not engage any other entity to
provide any of the Services.


 


ARTICLE
IV



 


THE MANAGER’S GENERAL OBLIGATIONS


 


SECTION 4.1. In the exercise of its duties
hereunder, the Manager shall act in accordance with the reasonable policies, guidelines and instructions from time to time communicated
to it in writing by any member of the Partnership Group.


 


SECTION 4.2. For each Vessel or, as the case
may be, Newbuild the Manager shall act and do all and/or any of the acts or things described in this Agreement and the relevant
Shipmanagement Agreement or Supervision Agreement applicable to each such Vessel or Newbuild in the name and/or on behalf of the
Partnership and/or the relevant Subsidiary or Subsidiaries.


 


SECTION 4.3. The Manager acknowledges that
the services it will provide pursuant to the Shipmanagement Agreements or the Supervision Agreements are not limited to the services
described in such agreements and include those set forth in this Agreement.


 


SECTION 4.4. The Manager shall exercise commercially
reasonable care to cause all material property of any member of the Partnership Group to be clearly identified as such, held separately
from the property of the Manager and, where applicable, held in safe custody.


 


SECTION 4.5. The Manager shall exercise commercially
reasonable care to cause adequate manpower to be employed by it to perform its obligations under this Agreement, PROVIDED HOWEVER,
that the Manager, in the performance of its responsibilities under this Agreement, shall be entitled to have regard to its overall
responsibilities in relation to the management of its clients (including Costamare) and in particular, without prejudice to the
generality of the foregoing, the Manager shall be entitled to allocate available resources and services in such manner as in the
prevailing circumstances the Manager considers to be fair and reasonable.


 


SECTION 4.6. Notwithstanding anything to
the contrary contained in this Agreement or any Shipmanagement Agreement or any Supervision Agreement, the



    	 



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Manager agrees that any and all decisions
of a material nature relating to the Partnership Group, any Subsidiary, any Vessel or any Newbuild under construction shall be
reserved to the General Partner, or, after a Board Election, the Partnership, such decisions including, but not being limited to:


 


(a) the purchase and/or sale of
shares in any entity or other assets of a material nature;


 


(b) the purchase, formation or dissolution
of subsidiaries;


 


(c) the entry into guarantees or
loans or other forms of financing and any and all financial undertakings and commitments connected therewith; and


 


(d) the presentation, negotiation,
settlement, prosecution or defense of any claim, demand or petition for an amount exceeding US$1,000,000 or its equivalent.


 


SECTION 4.7. During the Term, the Manager
shall promote the business of the Partnership Group in accordance with the directions of the authorized representative or, as
the case may be, representatives of the respective member of the Partnership Group and shall at all times use commercially
reasonable efforts to conform to and comply with the lawful and reasonable directions, regulations or recommendations made by such
authorized representative or, as the case may be, representatives, and in the absence of any specific directions or recommendations
as aforesaid and, subject to the terms and conditions of this Agreement, shall provide general administrative and advisory services
in connection with the management of the business of the Partnership Group.


 


SECTION 4.8. The Manager, in the performance
of its responsibilities under this Agreement, any Supervision Agreement or any Shipmanagement Agreement, shall exercise commercially
reasonable care to cause any purchases of products or services from any of its Affiliates to be on terms no less favorable to the
Manager than the market prices for products or services that the Manager could obtain on an arm’s length basis from unrelated
parties.


 


SECTION 4.9. During the term hereof, the
Manager agrees that it will provide the Services to the Partnership Group and Costamare and their respective subsidiaries on an
exclusive basis and, without receiving the prior Consent of the Partnership, it will not provide any Services or other services
contemplated herein to any entity other than the Partnership Group and Costamare and their respective subsidiaries; provided, however,
the Manager may also provide the Services to entities formed pursuant Framework Agreement between Costamare, Costamare Ventures
Inc. and York dated 15 May 2013 as amended from time to time.


 


SECTION 4.10. If a Vessel (which expression
for the purposes of this Section shall include any Newbuild to be acquired by a member of the Partnership Group) and a Container
Vessel directly or indirectly owned or operated by a third party



    	 



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are both available and meet the criteria for
a charter being fixed by the Manager, the Vessel shall be offered such charter first and the Partnership shall have 48 hours from
such offer being received to accept such offer, failing which such charter shall be then offered to the relevant third party. If
a Vessel and a Container Vessel directly or indirectly owned or operated by Costamare are both available and meet the criteria
for a charter being fixed by the Manager, the Container Vessel owned or operated by Costamare shall be offered such charter first,
provided that such Container Vessel shall be subject to the terms of the Omnibus Agreement, as applicable.


 


SECTION 4.11. The Manager shall at all times
maintain appropriate and necessary accounts and records as regards the Services and shall make the same available for inspection
and auditing by the Partnership at such times as may be mutually agreed by the Manager, on the one hand, and the Partnership, on
the other hand.


 


ARTICLE V


 


ADMINISTRATIVE SERVICES


 


SECTION 5.1. The Manager shall provide certain
general administrative services to the Partnership Group, including, but not limited to, the following:


 


(a) keeping all books and records
of things done and transactions performed on behalf of any member of the Partnership Group as it may require from time to time,
including, but not limited to, liaising with accountants, lawyers and other professional advisors;


 


(b) except as otherwise contemplated
herein, representing any member of the Partnership Group generally in its dealings and relations with third parties;


 


(c) maintaining the general ledgers
of the Partnership Group, establishing bank accounts with such financial institutions as the Partnership may request, managing,
administering and reconciling of the Partnership Group’s bank accounts, preparation of periodic consolidated financial statements
of the Partnership Group, including, but not limited to, those required for governmental and regulatory or self-regulatory agency
filings and reports to unitholders or other holders of partnership interests, arranging of the auditing and/or review of any such
financial statements and the provision of related data processing services;


 


(d) providing assistance in the
preparation of periodic and other reports, proxy statements, registration statements and other documents and reports required by
applicable law (including rules and regulations promulgated by the U.S. Securities and Exchange Commission) or the rules of any
securities exchange or inter-dealer quotation system on which the securities of the Partnership or any member of the Partnership
Group may be listed or quoted;



    	 



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(e) preparing and providing (or
procuring, at the Partnership’s cost, a third party service provider to prepare and provide) tax returns required by any
law or regulatory authority and developing, maintaining and monitoring internal audit controls, disclosure controls and information
technology for the Partnership Group;


 


(f) arranging for the provision
of advisory services (either directly or, at the Partnership’s cost, through a third party service provider) to ensure the
Partnership Group is in compliance with all applicable laws, including all relevant securities laws, including the preparation
for review, approval and filing by the Partnership of reports and other documents with the U.S. Securities and Exchange Commission,
any securities exchange on which its shares are listed and all other regulatory authorities having jurisdiction over the Partnership
or with other securities exchanges on which the Partnership’s securities are listed; including the preparation for review,
approval and filing by the Partnership Group of reports and other documents with all applicable regulatory authorities; provided
that nothing herein shall permit or authorize the Manager to act for or on behalf of the Partnership in its relationship with regulatory
authorities, except to the extent that specific authorization may from time to time be given by the General Partner, or, after
a Board Election, the Partnership;


 


(g) either directly or, at the Partnership’s
cost, through a third party service provider (such as by appointing lawyers), providing for the presentation, negotiation, settlement,
prosecution or defense of any claim, demand or petition on behalf of any member of the Partnership Group arising in connection
with the business of any member of the Partnership Group for an amount not exceeding US$1,000,000 or its equivalent, including
the pursuit by any member of the Partnership Group of any rights of indemnification or reimbursement;


 


(h) providing assistance in negotiating
loan and credit terms with lenders and monitoring and administration of compliance with any applicable financing terms and conditions
in effect with investors, banks or other financial institutions;


 


(i) assisting with arranging board
meetings, director accommodation and travel for board meetings and preparing meeting materials and detailed papers and agendas
for scheduled meetings of the Board of Directors or the board of directors of any other member of the Partnership Group (and any
and all committees thereof) that, where applicable, contain such information as is reasonably available to the Manager to enable
the Board of Directors or such other board of directors (and any such committees) to base their opinion;


 


(j) preparing or causing to be prepared
reports to be considered by the Board of Directors (or any applicable committee thereof) in accordance with the Partnership’s
internal policies and procedures on any acquisition, investment or sale of any part of the business;



    	 



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(k) administering payroll services,
benefits and director’s or consultant’s fees, as applicable, for any person providing services of an employee, officer,
consultant or director of the Partnership Group;


 


(l) handling general and administrative
expenses of the Partnership, which are related to its operation as public company and, upon being placed by the Partnership in
funds in accordance with the terms of this Agreement, arranging for the payment of the same;


 


(m) either directly or, at the Partnership’s
cost, through a third party service provider (such as by appointing lawyers), handling all administrative and clerical matters
in respect of (i) the calling and arrangement of all annual and/or special meetings of unitholders of the Partnership pursuant
to the Limited Partnership Agreement, (ii) the preparation of all materials (including notices of meetings and information circulars)
in respect thereof and (iii) the submission of all such materials to the Partnership in sufficient time prior to the dates upon
which they must be mailed, filed or otherwise relied upon so that the Partnership has full opportunity to review, approve, execute
and return them to the Manager for filing or mailing or other disposition as the Partnership may require or direct;


 


(n) providing, at the request and
under the direction of the Partnership, such communications to the transfer agent for the Partnership as may be necessary or desirable;


 


(o) assisting the Partnership in
establishing and maintaining a system of internal controls sufficient to satisfy applicable regulatory requirements;


 


(p) providing the Partnership Group
with office accommodation, equipment, office staff (including all accounting, clerical, secretarial, corporate administrative and
information technology services as may be reasonably necessary), facilities and stationery;


 


(q) maintaining, at the Partnership’s
cost, the Partnership’s and each other member’s of the Partnership Group corporate existence, qualification and good
standing in all necessary jurisdictions and assisting in all other corporate and regulatory compliance requirements;


 


(r) at the Partnership’s cost,
assisting in all corporate and regulatory compliance requirements for incorporating a new entity that will be owned (inter alios)
by a member of the Partnership Group and/or for dissolving any member of the Partnership Group, in all necessary jurisdictions;



    	 



    		14



    

(s) at the request of the Partnership,
negotiating the terms and thereafter arranging for cash management services and/or hedging arrangements, in each case with a third
party provider at the cost of the Partnership;


 


(t) at the request of the Partnership,
monitoring the performance of investment managers; and


 


(u) providing any such other administrative
services as the General Partner, or, after a Board Election, the Partnership, the Executive Officers or any other representative
of the Partnership may request and the Manager may agree to provide from time to time.


 


ARTICLE
VI


 


COMMERCIAL SERVICES


 


SECTION 6.1. In addition to any commercial
services provided under clause 3.3 of each Shipmanagement Agreement, the Manager shall provide the following commercial services
to the Partnership Group:


 


(a) performing class records review
and physical inspections in respect of any vessel considered for purchase by a member of the Partnership Group;


 


(b) at the request and under the
direction of the General Partner, or, after a Board Election, the Partnership, providing administrative services in connection
with the purchase of a second-hand vessel or the acquisition and sale of a Newbuild, in either case by any member of the Partnership
Group, including, if specifically instructed by the General Partner, or, after a Board Election, the Partnership, in writing, signing
any agreed form of memorandum of agreement, shipbuilding contract or other similar contract for and on behalf of the relevant member
of the Partnership Group;


 


(c) managing relationships between
the Partnership Group and any existing or potential charterers, shipbuilders, insurers, lenders, investors, fund managers, unitholders
and other shipping industry service providers/participants;


 


(d) providing, or arranging for
the provision of, such services as may be required by the Partnership to support and assist the Partnership in considering any
future acquisitions or divestments of assets of the Partnership and for the integration of any businesses or assets acquired by
the Partnership, all in accordance with the direction and under the supervision of the General Partner, or, after a Board Election,
the Partnership; and




    	 



    		15



    


(e) at the request of the General
Partner, or, after a Board Election, the Partnership, providing certain services in connection with a member of the Partnership
Group taking physical delivery of a vessel, registering a vessel under a ship register, tendering physical delivery of a Vessel
or deleting a Vessel from the applicable port of registry, in each case on behalf of the relevant member of the Partnership Group.


 


ARTICLE
VII


 


INSURANCE


 


SECTION 7.1. In addition to any insurance
requirements provided in clause 3.4 of each Shipmanagement Agreement, the Manager shall:


 


(a) arrange either directly or,
through insurance brokers appointed by the Manager, Directors & Officers’ liability insurance for the Board of Directors
with such insurance companies, at such rates and otherwise on such other terms as the General Partner, or, after a Board Election,
the Partnership, shall have instructed and/or agreed upon;


 


(b) on request, provide the Partnership
with a copy of any insurance claims and any reports prepared by the relevant insurers; and


 


(c) subject to having been placed
in funds on time by the Partnership, take commercially reasonable care to cause all premiums on the Partnership’s Directors & Officers’ liability insurance are paid in a timely fashion.


 


ARTICLE
VIII


 


OFFICERS
AND EMPLOYEES


 


SECTION 8.1. The Manager shall make available
to the General Partner or, after a Board Election, the Partnership, as applicable, all such officers, managers and employees, including
any of the Executive Officers, that the General Partner or the Partnership, as applicable, and the Manager agree shall be made
available.


 


SECTION 8.2. The Executive Officers are entitled
to direct the Manager to remove and replace any individual serving as an officer or any senior manager serving as head of a business
unit, in either case, of any member of the Partnership Group, other than an Executive Officer, from such position. The Board of
Directors, in its sole discretion, shall be entitled to direct the Manager to remove any individual made available to the General
Partner or the Partnership, as applicable, by the Manager serving as an Executive Officer from such position and to appoint such
other individual to serve as successor as the Board of Directors shall approve. Furthermore, the Manager agrees that it will not
remove any individuals serving as officers or senior managers of any member of the Partnership Group from their respective positions
without the prior written consent of the Executive Officers (such consent not to be unreasonably withheld or



    	 



    		16



    

unduly delayed) and, in the case of any Executive
Officer, the Board of Directors. If any officer or senior manager who is made available to the General Partner or the Partnership,
as applicable, by the Manager resigns, is terminated or otherwise vacates his or her office, the Manager shall, as soon as practicable
after acceptance of any resignation or after termination, use reasonable best efforts to identify suitable candidates for replacement
of such officer.


 


SECTION 8.3. The Partnership Group may employ
directly any other officers, senior managers or employees as it may deem necessary that will not be subject to this Agreement.


 


SECTION 8.4. The Manager will report to the
Partnership and the Board of Directors through any one of the Executive Officers.


 


ARTICLE
IX


 


MANAGEMENT
FEES AND EXPENSES


 


SECTION 9.1. In consideration of the Manager
providing the Services to the Partnership Group, the Partnership shall pay the Manager the following fees (together, the “Management
Fees” and, on a per Vessel basis, the “Management Fee”):


 


(a) subject to Sections 9.2 and
9.3, a fee of US$956 per day per Vessel, payable monthly in arrears (pro rated to reflect the actual number of days that the Partnership
(or any Subsidiary) owns or charters-in each Vessel during the applicable month), unless a Vessel is chartered-out to a third party
on a bareboat charter basis, in which case the fee payable to the Manager for such Vessel shall be, subject to Sections 9.2 and
9.3, US$478 per day, PROVIDED HOWEVER, that when in respect of certain services to a Vessel the Manager appoints a Submanager
in accordance with Section 2.4 and such Submanager enters into a management agreement directly with the relevant member of the
Partnership Group (the “direct agreement”), the fees payable by the Partnership and/or such member of the Partnership
Group under this Agreement and/or any relevant Shipmanagement Agreement in respect of such Vessel pursuant to Section 9.1(a) shall
be US$956 per day, or as the case may be, US$478 per day minus, in each case, the fees per day payable by such member of the Partnership
Group to such Submanager under the relevant direct agreement in respect of such Vessel;


 


(b) a fee equal to 0.75% calculated
on the aggregate of the gross freight, demurrage, charter hire, ballast bonus or other income obtained for the employment of each
Vessel during the term of this Agreement, payable to the Manager monthly in arrears, only to the extent such freight, demurrage,
charter hire, ballast bonus or other income, as the case may be, is received as revenue;



    	 



    		17



    

(c) subject to Sections 9.2 and
9.3, a fee of US$787,405 per Newbuild under construction for the services rendered by the Manager under the Supervision Agreement
in respect of such Newbuild, payable in accordance with the terms of such Supervision Agreement; and


 


(d) an annual fee payable to the
Manager (or its designee) quarterly in arrears of the number of validly issued, fully paid and nonassessable common units representing
limited partnership interests in the Partnership equal to 0.75% of the aggregate number of issued and outstanding common units,
subordinated units and general partnership units representing partnership interests in the Partnership as of January 1 of the applicable
calendar year (the “Units”) payable in kind, PROVIDED HOWEVER, that the Partnership and the Manager shall
renegotiate in good faith, on no more than one occasion in any calendar year, a reduction in the amount of such unit based compensation
in the event of a substantial increase in the public trading price of the Partnership’s common units above the trading price
of such common units over the prior year. PROVIDED ALWAYS, that the Manager is aware and acknowledges that there are limitations
and restrictions on the circumstances under which it may offer to sell, transfer or otherwise dispose of the Units to be acquired
by it including certain restrictions on transfer under the applicable securities laws.


 


The fee payable to the Manager pursuant
to clause (d) above for the year ending on December 31, 2015, will be reduced pro rata based on the actual number of days this
Agreement is in effect in such year and will be based on the issued and outstanding common units, subordinated units and general
partnership units of the Partnership as of the date immediately following the Partnership’s initial public offering but after
giving effect to any green shoe option in connection therewith (the “IPO Date”) as if such units had been issued
and outstanding on January 1 of such year (i.e., such fee shall be 0.75% of the aggregate number of the common units, subordinated
units and general partnership units issued and outstanding on the IPO Date times a fraction where the numerator is equal to the
number of actual days this Agreement is in effect in 2015 and the denominator is equal to 365).


 


SECTION 9.2. The Management Fees will be
fixed for the period commencing on the date of this Agreement and ending on December 31, 2015 (the “Fixed Period”)
and shall not be subject to adjustment for Euro/U.S. Dollar exchange rate fluctuations or inflation. For the 12-month period starting
on January 1, 2016 and for each subsequent 12-month period falling thereafter (each such 12-month period referred to hereinafter
as an “Annual Period”), the Management Fee for each Vessel payable pursuant to Section 9.1(a) or Section 9.1(c)
will be adjusted pursuant to Section 9.3.


 


SECTION 9.3. The Management
Fees for each Vessel payable pursuant to Section 9.1(a) or Section 9.1(c), for the Annual Period commencing



    	 



    		18



    

on the day falling immediately
after the end of the Fixed Period and each subsequent Annual Period thereafter, will, in each case, be further adjusted upwards
with effect from the beginning of such Annual Period if:


 


(a) the average of the Euro/U.S.
Dollar exchange rates during the 12-month period ending on the last day of the month of September falling before the commencement
date of such Annual Period (such average being the average over the applicable period, as calculated by the Manager from the Euro
Foreign Exchange Reference Rate published daily at 15:00 CET by the European Central Bank on www.ecb.int) evidence that the Euro
has strengthened against the U.S. Dollar by more than five per cent (5%) from:


 


(i) in the case of the first Annual
Period starting on the day falling immediately after the end of the Fixed Period, the rate existing on the business day immediately
prior to the date of this Agreement, and


 


(ii) in the case of each subsequent
Annual Period, the previous Euro/U.S. Dollar average calculated for the purposes of this Section 9.3 in respect of the immediately
previous Annual Period,


 


by the average percentage amount by which the Euro
has in each such case so strengthened against the U.S. Dollar; and/or


 


(b) the Manager has incurred a material
unforeseen increase in the cost of providing the Services, by an amount to be agreed between the Manager and the Partnership, each
acting in a commercially reasonable manner.


 


SECTION 9.4. The Manager shall, subject to
Section 9.5, pay for all usual office expenses incurred by it as the Manager.


 


SECTION 9.5. The Partnership hereby acknowledges
that any capital expenditure, financial costs, operating expenses for each Vessel and any general and administrative expenses of
the Partnership Group whatsoever are not covered by the Management Fees and any such expenditure, costs and expenses shall be paid
fully by the Partnership or the applicable member of the Partnership Group, whether directly to third parties (which for the avoidance
of doubt shall include any Submanager) or by payment to such third parties through the Manager and, without prejudice to Section
10.8, to the extent incurred by the Manager, shall be reimbursed to it by the Partnership and/or any member of the Partnership
Group the Manager seeks, in its discretion, reimbursement from. The said capital expenditure, financial costs, operating expenses
for each Vessel and general and administrative expenses of the Partnership Group include, without limiting the generality of the
foregoing, items such as:


 


(a) fees, interest, principal and
any other costs due to the Partnership Group’s financiers and their respective advisors;



    	 



    		19



    

(b) all voyage expenses and vessel
operating and maintenance expenses relating to the operation and management of the Vessels (including Crew costs, surveyor’s
attendance fees, bunkers, lubricant oils, spares, survey fees, classification society fees, maintenance and repair costs, vetting
expenses, etc.); 


 


(c) any commissions, fees, remuneration
or disbursements due to lawyers, brokers, agents, surveyors, consultants, financial advisors, investment bankers, insurance advisors
or any other third parties whatsoever appointed by the Manager whether in its name or on behalf and/or in the name of any member
of the Partnership Group;


 


(d) any commissions, fees, remuneration
or disbursements due to lawyers, brokers, agents, surveyors, consultants, financial advisors, investment bankers, insurance advisors
or any other third parties (other than, if applicable, a Related Manager) whatsoever sub-contracted to the Manager in the normal
and reasonable course of meeting the Manager’s duties and obligations under this Agreement or any Shipmanagement Agreement
or any Supervision Agreement including the duties provided in Articles V, VI and VII of this Agreement;


 


(e) applicable deductibles, insurance
premiums (including Directors & Officers’ liability insurance) and/or P&I calls;


 


(f) compensation expenses for employees
who are not provided by the Manager pursuant to Section 8.1;


 


(g) postage, communication, traveling,
lodging, victualling, overtime, out of office compensation and out of pocket expenses of the Manager and/or its personnel, incurred
in pursuance of the Services; and


 


(h) any other out of pocket expenses
that are incurred by the Manager in the performance of the Services pursuant to this Agreement, any Supervision Agreement or any
Shipmanagement Agreement.


 


SECTION 9.6. The Manager shall have the right
to demand the Management Fee payable in relation to each Vessel from either the Partnership or the Shipowning Subsidiary owning
such Vessel under the terms of the relevant Shipmanagement Agreement. By written notice to the Partnership, the Manager may direct
the Partnership to pay any amounts owing by the Manager to any Submanager pursuant to a subcontract of any provisions of this Agreement
or any Shipmanagement Agreement or any Supervision Agreement, directly to the relevant Submanager.


 


SECTION 9.7. In the event that a Shipmanagement
Agreement is terminated, other than by reason of default by the Managers, the Management Fee payable to the Manager under Section
9.1(a) for the Vessel subject to such Shipmanagement Agreement shall be payable in respect of such Vessel for a further period
of three months from the termination date. The fees payable for the said three



    	 



    		20



    

months shall be paid in one lump sum in advance
on the termination of the relevant Shipmanagement Agreement. In addition the relevant member of the Partnership Group shall pay
any Severance Costs (as such term is defined in the relevant Shipmanagement Agreement) for the relevant Vessel which may materialize.


 


ARTICLE
X


 


BUDGETS,
CORPORATE PLANNING AND EXPENSES


 


SECTION 10.1. On or before October 1 of each
calendar year, the Manager shall prepare and submit to the Executive Officers a detailed draft budget for the next calendar year
in a format acceptable to the Executive Officers and the Board of Directors and generally used by the Manager which shall include
a statement of estimated revenue and out-of-pocket expenses in providing the Services (the “Draft Budget”).


 


SECTION 10.2. For a period of 20 days after
receipt of the Draft Budget, the Executive Officers, from time to time, may request further details and submit written comments
on the Draft Budget. If the Executive Officers do not agree with any item of the Draft Budget, they will, within the same 20-day
period, give the Manager notice of any inquiries to the Draft Budget, which notice will include the list of items under consideration
(the “Questioned Items”) and a proposal for the resolution of each such Questioned Item. The Executive Officers
and the Manager will endeavor to resolve any such differences between them with respect to the Questioned Items, failing which
the relevant Questioned Items shall be left as presented by the Manager. If the Executive Officers do not present any Questioned
Items within such 20-day period, they will be deemed to have accepted the Draft Budget and, such Draft Budget, shall be deemed
to be the Approved Budget (as defined in Section 10.3 below).


 


SECTION 10.3. By November 15 of the relevant
calendar year (or such later date as the Manager and the Board of Directors deem appropriate), and to the extent that changes are
required to the Draft Budget pursuant to Section 10.2, the Manager will prepare and deliver to the Partnership a revised budget
that has been approved by the Executive Officers (the “Approved Budget”). However, the Partnership acknowledges
that the Approved Budget is only an estimate of the performance of the Vessels and/or the Partnership Group and the Manager makes
no assurance, representation or warranty that the actual performance of the Vessels and/or the Partnership Group in any relevant
calendar year will correspond to the estimates contained in the Approved Budget for that calendar year. Notwithstanding the provisions
of Section 10.2 and this Section 10.3, the Approved Budget for the 2015 calendar year shall be the 2015 revised budget that has
been previously approved pursuant to the Amended and Restated Group Management Agreement.


 


SECTION 10.4. The Manager may, from time
to time, in any calendar year propose amendments to the Approved Budget upon 15 days notice to the Partnership, in which event
the Executive Officers will have the right to approve the amendments in accordance with the process set out in Section 10.2 with
the relevant time periods being amended accordingly.



    	 



    		21



    

SECTION 10.5. Once the Approved Budget has
been delivered, the Manager shall prepare and present to the Partnership its estimate of the working capital requirements of the
Vessels and the Partnership Group and the Manager shall each month update this estimate. Based thereon, the Manager shall each
month make a request to the Partnership and/or, as the case may be, the relevant members of the Partnership Group, in writing for
the funds required to provide the Services to the Partnership Group and to operate each Vessel for the ensuing month, including
the payment of any occasional or extraordinary item of expenditure, such as emergency repair costs, additional insurance premiums,
bunkers or provisions. The Manager may also make a request in writing to the Partnership and/or, as the case may be, the relevant
members of the Partnership Group, at any time for funds required for the payment of any occasional or extraordinary item of expenditure,
such as emergency repair costs, additional insurance premiums, bunkers or provisions. Such funds shall be received by the Manager
within ten calendar days after the receipt by the Partnership or, as the case may be, the relevant member of the Partnership Group
of the Manager’s written request and shall be held in a separate bank account in the name of the Manager or, if requested
by the Manager, in the name of the Partnership or of the relevant member of the Partnership Group.


 


At the end of each quarter or, if the Manager from time to time
so requires, month, the Manager shall preliminarily reconcile the amounts advanced to it by the Partnership or, as the case may
be, the relevant member of the Partnership Group, with the amounts actually expended by it for the operation of each of the Vessels
and/or the Partnership Group, and (a) the Manager shall remit to the Partnership, or credit to the Partnership amounts to be advanced
to it hereunder for future months, any unused portion of the amounts previously advanced by the Partnership or, as the case may
be, the relevant member of the Partnership Group, or (b) the Partnership shall pay to the Manager any amounts properly expended
by the Manager in excess of the amounts previously advanced by the Partnership or, as the case may be, the relevant member of the
Partnership Group. The Partnership and the Manager shall reconcile any amounts due to the Partnership by the Manager or due to
the Manager by the Partnership for each fiscal year of the Partnership as promptly as practicable following the close of each such
fiscal year. Without prejudice to Section 10.8, any expenses incurred by the Manager under the terms of this Agreement on behalf
of any member of the Partnership Group may be debited against the account of the respective member of the Partnership Group, but
shall in any event remain payable by the Partnership and the relevant member of the Partnership Group to the Manager on demand.


 


SECTION 10.6. The Manager shall also maintain
the records of all costs and expenses incurred, including any invoices, receipts and supplementary materials as are necessary or
proper for the settlement of accounts.


 


SECTION 10.7. Insofar as any moneys are collected
from third parties by the Manager under the terms of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement
(other than moneys payable by a member of the Partnership Group to the Manager), such moneys and any interest thereon shall be
held to the credit of the relevant member of the Partnership Group in a separate bank account in the name



    	 



    		22



    

thereof. Interest on any such bank account
shall be for the benefit of the relevant member of the Partnership Group.


 


SECTION 10.8. Notwithstanding anything contained
herein to the contrary, the Manager shall in no circumstances be required to use or commit its own funds to finance the provision
of the Services.


 


SECTION 10.9. To the extent that a Related
Manager has been appointed in accordance with the terms of Section 2.4, it is agreed by the Partnership and the Manager for the
benefit of such Related Manager that the provisions of Article X shall apply to such Related Manager as if such provisions were
repeated herein, but with references to:


 


(a) the “Manager” being
deemed as references to the relevant Related Manager;


 


(b) the “Services” being
deemed as references to the services to be performed by such Related Manager under the relevant management agreement;


 


(c) the “Vessels” being
deemed as references to the Vessels being managed by such Related Manager under a management agreement entered into directly with
the relevant Partnership Group members;


 


(d) the “Partnership”
being deemed as references to the relevant Partnership Group members; and


 


(e) references to “this Agreement,
any Shipmanagement Agreement and/or any Supervision Agreement” being deemed as references to any management agreement signed
by such Related Manager directly with the relevant Partnership Group members.


 


ARTICLE
XI


 


LIABILITY
AND INDEMNITY


 


SECTION 11.1. Save for the obligation of
the Partnership to pay any moneys due to the Manager hereunder, neither any member of the Partnership Group nor the Manager shall
be under any liability to the other for any failure to perform any of their obligations hereunder by reason of Force Majeure. “Force
Majeure” shall mean any cause whatsoever of any nature or kind beyond the reasonable control of the relevant member of
the Partnership Group or the Manager, including, without limitation, acts of God, acts of civil or military authorities, acts of
war or public enemy, acts of any court, regulatory agency or administrative body having jurisdiction, insurrections, riots, strikes
or other labor disturbances, embargoes or other causes of a similar nature.


 


SECTION 11.2. The Manager, including its
officers, directors, employees, shareholders, agents, sub-contractors and any Submanager (the “Manager



    	 



    		23



    

Related Parties”) shall be under
no liability whatsoever to any member of the Partnership Group or to any third party (including the Crew) for any loss, damage,
delay or expense of whatsoever nature, whether direct or indirect (including but not limited to loss of profit arising out of or
in connection with detention of or delay to a Vessel), and howsoever arising in the course of the performance of this Agreement,
any Shipmanagement Agreement or any Supervision Agreement, unless and to the extent that the same is proved to have resulted solely
from the gross negligence or willful misconduct of the Manager, its officers, employees, agents, sub-contractors or any Submanager.


 


SECTION 11.3. Notwithstanding anything that
may appear to the contrary in this Agreement or any Shipmanagement Agreement, the Manager shall not be liable for any of the actions
of the Crew, even if such actions are negligent, grossly negligent or willful, except only to the extent that they are shown to
have resulted from a failure by the Manager to discharge its obligations under clause 3.1 of each Shipmanagement Agreement, in
which case the Manager’s liability shall be limited in accordance with the terms of this Article XI.


 


SECTION 11.4. The Partnership shall indemnify
and hold harmless the Manager Related Parties against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever
arising which may be brought against them or incurred or suffered by them arising out of or in connection with the performance
of this Agreement, any Shipmanagement Agreement or any Supervision Agreement and against and in respect of any loss, damage, delay
or expense of whatsoever nature (including legal costs and expenses on a full indemnity basis), whether direct or indirect, incurred
or suffered by any Manager Related Party arising out of or in connection with the performance of this Agreement, any Shipmanagement
Agreement and any Supervision Agreement, unless incurred or suffered due to the gross negligence or willful misconduct of any Manager
Related Party.


 


SECTION 11.5. It is hereby expressly agreed
that no employee or agent of the Manager (including any sub-contractor from time to time employed by the Manager) shall in any
circumstances whatsoever be under any liability whatsoever to any member of the Partnership Group or any third party for any loss,
damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while
acting in the course of or in connection with his employment or agency and, without prejudice to the generality of the foregoing
provisions in this Article XI, every exemption, limitation, condition and liberty herein contained and every right, exemption from
liability, defense and immunity of whatsoever nature applicable to the Manager or to which the Manager is entitled hereunder shall
also be available and shall extend to protect every such employee or agent of the Manager acting as aforesaid, and for the purpose
of all the foregoing provisions of this Article XI, the Manager is or shall be deemed to be acting as agent or trustee on behalf
of and for the benefit of all persons who are or might be the Manager’s servants or agents from time to time (including sub-contractors
as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Agreement. Nothing in this Section
11.5 shall be construed so as to further limit any liability the Manager may have to the Partnership Group under Section 11.2.



    	 



    		24



    

SECTION 11.6. The provisions of this Article
XI shall survive any termination of this Agreement.


 


ARTICLE
XII


 


RIGHTS
OF THE MANAGER AND RESTRICTIONS ON THE MANAGER’S AUTHORITY


 


SECTION 12.1. Except as may be provided in
this Agreement or in any separate written agreement between the Partnership or any other member of the Partnership Group and the
Manager or a Submanager, the Manager and any Submanager shall be an independent contractor and not the agent of the Partnership
or any other member of the Partnership Group and shall have no right or authority to incur any obligation on behalf of any member
of the Partnership Group or to bind any member of the Partnership Group in any way whatsoever. Nothing in this Agreement shall
be deemed to make the Manager or any Submanager or any of their subsidiaries or employees an employee, joint venturer or partner
of any member of the Partnership Group.


 


SECTION 12.2. The Partnership acknowledges
that the Manager or, as the case may be, any Submanager shall have no responsibility hereunder, direct or indirect, with regard
to the formulation of the business plans, policies, management or strategies (financial, tax, legal or otherwise) of any member
of the Partnership Group, which is solely the responsibility of each respective member of the Partnership Group. Each member of
the Partnership Group shall set its corporate policies independently through its respective board of directors and executive officers
and nothing contained herein shall be construed to relieve such directors or officers of each respective member of the Partnership
Group from the performance of their duties or to limit the exercise of their powers.


 


SECTION 12.3. Notwithstanding the other provisions
of this Agreement:


 


(a) the Manager or, as the case
may be, any Submanager may act with respect to a member of the Partnership Group upon any advice, resolutions, requests, instructions,
recommendations, direction or information obtained from such member of the Partnership Group or any banker, accountant, broker,
lawyer or other person acting as agent of or adviser to such member of the Partnership Group and the Manager or, as the case may
be, the relevant Submanager shall incur no liability to such member of the Partnership Group for anything done or omitted or suffered
in good faith in reliance upon such advice, instruction, resolution, recommendation, direction or information made or given by
such member of the Partnership Group or its agents, in the absence of gross negligence or willful misconduct by the Manager or,
as the case may be, the relevant Submanager or their respective servants, and shall not be responsible for any misconduct, mistake,
oversight, error of judgment, neglect, default, omission, forgetfulness or want of prudence on the part of any such






    	 



    		25



    

banker, accountant, broker, lawyer,
agent or adviser or other person as aforesaid;


 


(b) the Manager or, as the case
may be, a Submanager shall not be under any obligation to carry out any request, resolution, instruction, direction or recommendation
of any member of the Partnership Group or its agents if the performance thereof is or would be illegal or unlawful; and


 


(c) the Manager or, as the case
may be, the relevant Submanager shall incur no liability to any member of the Partnership Group for doing or failing to do any
act or thing which it shall be required to do or perform or forebear from doing or performing by reason of any provision of any
law or any regulation or resolution made pursuant thereto or any decision, order or judgment of any court or any lawful request,
announcement or similar action of any person or body exercising or purporting to exercise the legitimate authority of any government
or of any central or local governmental institution in each case where the above entity has jurisdiction.


 


ARTICLE
XIII


 


TERMINATION
OF THIS AGREEMENT


 


SECTION 13.1. This Agreement shall be effective
as of the Effective Date and, subject to Sections 13.2, 13.3, 13.4 and 13.5, shall continue until December 31, 2015 (the “Initial
Term”). Thereafter the term of this Agreement shall be extended on a year-to-year basis for up to ten times (each a “Subsequent
Term”) unless the General Partner, or, after a Board Election, the Partnership, at least 12 months prior to the end of
the then current term, gives written notice to the Manager that it wishes to terminate this Agreement at the end of the then current
term. In no event will the term of this Agreement (the “Term”) extend beyond the date falling ten years after
the last day of the Initial Term.


 


SECTION 13.2. The Partnership shall be entitled
to terminate this Agreement by notice in writing to the Manager if:


 


(a) the Manager defaults in the
performance of any material obligation under this Agreement, subject to a cure right of 20 Business Days following written notice
by the Partnership, PROVIDED ALWAYS, that any default of the Manager to perform any of its obligations under a particular
Shipmanagement Agreement or any Supervision Agreement, shall not, in itself, entitle the Partnership to terminate this Agreement
pursuant to this Section 13.2(a) and shall only allow the relevant member of the Partnership Group to terminate the relevant Shipmanagement
Agreement or Supervision Agreement;



    	 



    		26



    

(b) any moneys due and payable to
the Partnership or third parties by the Manager under this Agreement is not paid or accounted for within 10 Business Days following
written notice by the Partnership;


 


(c) there is a Change in Control
of the Manager; or


 


(d) the Manager is convicted of,
enters a plea of guilty or nolo contendere with respect to, or enters into a plea bargain or settlement admitting guilt for a crime
(including, for the avoidance of doubt, fraud), which conviction, plea bargain or settlement is demonstrably and materially injurious
to the Partnership, PROVIDED ALWAYS, such crime is not a misdemeanor and PROVIDED ALWAYS further that such crime
has been committed solely and directly by an officer or director of the Manager acting within the terms of its employment or office.


 


SECTION 13.3. The Manager shall be entitled
to terminate this Agreement by notice in writing to the Partnership if:


 


(a) any moneys payable by the Partnership
under this Agreement is not paid when due or if due on demand within 20 Business Days following demand by the Manager;


 


(b) the Partnership defaults in
the performance of any other material obligations under this Agreement, subject to a cure right of 20 Business Days following written
notice by the Manager; or


 


(c) there is a Change in Control
of the General Partner or the Partnership;


 


SECTION 13.4. Either party shall be entitled
to terminate this Agreement by notice in writing to the other party if:


 


(a) the other party ceases to conduct
business, or all or substantially all of the equity-interests, properties or assets of such other party are sold, seized or appropriated
which, in the case of seizure or appropriation, is not discharged within 20 Business Days;


 


(b) (i) the other party files a
petition under any bankruptcy law, makes an assignment for the benefit of its creditors, seeks relief under any law for the protection
of debtors or adopts a plan of liquidation; (ii) a petition is filed against the other party seeking to have it declared insolvent
or bankrupt and such petition is not dismissed or stayed within 90 Business Days of its filing; (iii) the other party shall admit
in writing its insolvency or its inability to pay its debts as they mature; (iv) an order is made for the appointment of a liquidator,
manager, receiver or trustee of the other party of all or a substantial part of its assets; (v) if an encumbrancer takes possession
of or a receiver or trustee is appointed over the whole or a substantial part of the other party’s undertaking, property
or



    	 



    		27



    

assets; or (vi) if an order is made
or a resolution is passed for the other party’s winding up;


 


(c) the other party is prevented
from performing its obligations hereunder, in any material respect, by reasons of Force Majeure for a period of two or more consecutive
months; or


 


(d) all Supervision Agreements and
all Shipmanagement Agreements are terminated in accordance with the respective terms thereof.


 


SECTION 13.5. Upon the effective date of
termination pursuant to this Article XIII, the Manager shall promptly terminate its service hereunder, after taking reasonable
commercial steps to minimize any interruption to the business of the members of the Partnership Group.


 


SECTION 13.6. Upon termination, the Manager
shall, as promptly as possible, submit a final accounting of funds received and disbursed under this Agreement, any Supervision
Agreement and/or any Shipmanagement Agreement and of any remaining Management Fees and/or any other funds due from the Partnership
or any other member of the Partnership Group, calculated pro rata to the date of termination, and any non-disbursed funds of any
member of the Partnership Group in the Manager’s possession or control will be paid by the Manager as directed by such member
of the Partnership Group promptly upon the Manager’s receipt of all sums then due to it under this Agreement, any Supervision
Agreement and/or any Management Agreement, if any.


 


SECTION 13.7. Upon termination of this Agreement,
the Manager shall release to the Partnership the originals where possible, or otherwise certified copies, of all such accounts
and all documents specifically relating to each Vessel or the provision of the Services.


 


SECTION 13.8. Upon termination of this Agreement
either by the Manager for any reason (other than pursuant to Section 13.4(c)) or by the Partnership pursuant to Section 13.1, the
Partnership shall be liable to pay to the Manager as liquidated damages an amount in U.S. Dollars and common units representing
limited partnership interests in the Partnership equal to the lesser of (a) ten times and (b) the number of full years remaining
prior to the date falling ten years after the last day of the Initial Term times, in each case, the aggregate fees due and payable
to the Manager under the terms of this Agreement during the 12-month period ending on the date of termination of this Agreement
(without taking into account any reduction to the fees payable to the Manager under Section 9.1(a) in the event that a Submanager
has been appointed as provided therein), PROVIDED ALWAYS, that the amount of liquidated damages payable thereunder shall
never be less than two times the aggregate fees due and payable to the Manager under the terms of this Agreement during the 12-month
period ending on the date of termination of this Agreement.



    	 



    		28



    

SECTION 13.9. The provisions of this Article
XIII shall survive any termination of this Agreement.


 


ARTICLE
XIV


 


NOTICES


 


SECTION 14.1. All notices, consents and other
communications hereunder, or necessary to exercise any rights granted hereunder, shall be in writing, sent either by prepaid registered
mail or telefax, and will be validly given if delivered on a Business Day to an individual at the following address:


 


Costamare Partners LP

60 Zephyrou Street & Syngrou Avenue

Palaio Faliro, Athens, Greece


 


Telefax: +30 210 9406454 

Attention: CEO


 


Costamare Shipping Company S.A.

60 Zephyrou Street & Syngrou 

Avenue, Palaio Faliro, Athens, Greece


 


Telefax: +30 210 9409081

Attention: General Manager


 


ARTICLE
XV


 


APPLICABLE
LAW


 


SECTION 15.1. This Agreement and any non-contractual
obligations connected with it shall be governed by, and construed in accordance with, the laws of England.


 


SECTION 15.2. Except for Sections 2.3, 3.5,
9.5 and 9.6 and Articles XI and XII which can be relied by a Submanager (other than V.Ships) and Sections 2.3, 3.5, 9.5, 9.6 and
10.9 and Articles XI and XII which can be relied by a Related Manager, no other term of this Agreement is enforceable under the
Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.


 


ARTICLE
XVI


 


ARBITRATION


 


SECTION 16.1. All disputes arising out of
this Agreement and/or any non-contractual obligations connected with it shall be arbitrated in London in the following manner.
One arbitrator is to be appointed by each of the parties hereto and a third by the two so chosen. Their decision or that of any
two of them shall be final. The



    	 



    		29



    

arbitrators shall be commercial persons,
conversant with shipping matters. Such arbitration is to be conducted in accordance with the London Maritime Arbitration Association
(LMAA) Terms current at the time when the arbitration proceedings are commenced and in accordance with the Arbitration Act 1996
or any statutory modification or re-enactment thereof.


 


SECTION 16.2. In the event that a party hereto
shall state a dispute and designate an arbitrator in writing, the other party shall have 10 Business Days to designate its own
arbitrator. If such other party fails to designate its own arbitrator within such period, the arbitrator appointed by the first
party can render an award hereunder.


 


SECTION 16.3. Until such time as the arbitrators
finally close the hearings, either party shall have the right by written notice served on the arbitrators and on the other party
to specify further disputes or differences under this Agreement for hearing and determination.


 


SECTION 16.4. The arbitrators may grant any
relief, and render an award, which they or a majority of them deem just and equitable and within the scope of this Agreement, including
but not limited to the posting of security. Awards pursuant to this Article XVI may include costs and judgments may be entered
upon any award made herein in any court having jurisdiction.


 


ARTICLE
XVII


 


MISCELLANEOUS


 


SECTION 17.1. This Agreement constitutes
the sole understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements
or understandings, written or oral, with respect thereto. This Agreement may not be amended, waived or discharged except by an
instrument in writing executed by the party against whom enforcement of such amendment, waiver or discharge is sought.


 


SECTION 17.2. During the term hereof, the
Manager will not provide services hereunder through, or otherwise cause any member of the Partnership Group to have, an office
or fixed place of business in the United States.


 


SECTION 17.3. This Agreement may be executed
in one or more written counterparts, each of which shall be deemed an original, but all of which together shall constitute one
instrument.


 


IN WITNESS WHEREOF the undersigned have executed
this Agreement as of the date first above written.


 


	 	COSTAMARE PARTNERS LP
	 	 	 
	 	By:  	COSTAMARE PARTNERS GP LLC,
	 	its general partner




    	 



    		30



    

	 	By:  	 
	 	 	Name: Gregory Zikos 
	 	 	Title:   CFO
	 	 	 


	 	COSTAMARE PARTNERS GP LLC
	 	 
	 	By:  	 
	 	 	Name: Gregory Zikos
	 	 	Title:   CFO




 


	 	COSTAMARE SHIPPING COMPANY S.A.
	 	 	 
	 	By:  	 
	 	 	Name: Diamantis Manos
	 	 	Title:  Director






    	 



    	



    


SCHEDULE A


 


SHIPOWNING SUBSIDIARIES


 


1) Capetanissa Maritime Corporation


 


2) Jodie Shipping Co.


 


3) Kayley Shipping Co.


 


4) Raymond Shipping Co.






    	 



    	



    


SCHEDULE B


 


NON-SHIPOWNING SUBSIDIARIES


 


1. Costamare Partners Holdings LLC



    	 



    	



    


APPENDIX I


 


FORM OF SHIP MANAGEMENT AGREEMENT


 


 
 

 

 

 

 







 





 



	1.	
        Date of Agreement

        [to be dated the date of execution]
	THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)  


STANDARD SHIP MANAGEMENT AGREEMENT


CODE NAME: “SHIPMAN 98”


Part I



	2.	Owners
    (name, place of registered office and law of registry) (Cl. 1)	3.	Managers
    (name, place of registered office and law of registry) (Cl. 1)
	 	
        Name


        [name of relevant member of the Partnership Group]
	 	
        Name


        Costamare Shipping Company S.A.

	 	
        Place of registered office

        [to be completed]
	 	
        Place of registered office

        Panama City, Republic of Panama

	 	
        Law of registry

        [to be completed]
	 	
        Law of registry

        Republic of Panama

	4.	
        Day and year of commencement
        of Agreement (Cl. 2)

        [to be completed on execution]

	5.	
        Crew Management (state “yes” or “no”
        as agreed) (Cl. 3.1)

        YES
	6.	
        Technical Management (state “yes” or “no”
        as agreed) (Cl. 3.2)

        YES

	7.	
        Commercial Management (state “yes” or “no”
        as agreed) (Cl. 3.3)

        YES
	8.	
        Insurance Arrangements (state “yes” or
        “no” as agreed) (Cl. 3.4)

        YES

	9.	
        Accounting Services (state “yes” or “no”
        as agreed) (Cl. 3.5)

        YES
	10.	
        Sale or purchase of the Vessel (state “yes”
        or “no” as agreed) (Cl. 3.6)

        YES

	11.	
        Provisions (state “yes” or “no”
        as agreed) (Cl. 3.7)

        YES
	12.	
        Bunkering (state “yes” or “no”
        as agreed) (Cl. 3.8)

        YES

	13. 	
        Chartering Services Period (only to be filled in if
“yes” stated in Box 7) (Cl. 3.3(i)) 

36 months (including any optional extensions applicable) and with a gross daily rate (or time charter equivalent) of US$[  ]
	14. 	
        Owners’ Insurance (state alternative (i),
        (ii) or (iii) of Cl. 6.3)

        Clause 6.3(ii)

	15.	
        Annual Management Fee (state annual amount) (Cl. 8.1)

        See Clause 8.1
	16.	
        Severance Costs (state maximum amount) (Cl. 8.4(ii)

        not applicable

	17.	
        Day and year of termination of Agreement (Cl. 17)

        see Clause 17
	18.	
        Law and Arbitration (state alternative 19.1,
        19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19)

        see Clause 19.1

	19.	
        Notices (state postal and-cable-address,
telex and telefax number for serving notice and communication to the Owners) (Cl. 20)

        c/o Costamare Partners LP

        60 Zephyrou Street & Syngrou Avenue

        Athens, Greece

        Telefax: +30 210 940 6454

        Attention: Chief Executive Officer
	20.	
        Notices (state postal and
        cable address, telex and telefax number for serving
        notice and communication to the Managers) (Cl. 20)

        60 Zephyrou Street & Syngrou Avenue


        Athens, Greece

        Telefax: +30 210 940 9051

        Attention: Chief Executive Officer

	It
    is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting
    of PART I and PART II as well as Annexes “A” (Details of Vessel),
    “B” (Details of Crew), “C” (Budget) and “D” (Associated vessels) attached
    hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions
    of PART I and Annexes “A”, “B”, “C”
    and “D” shall prevail over those of PART II to
    the extent of such conflict but no further..
	Signature(s) (Owners)


        [name of relevant
member of the Partnership Group]


	Signature(s) (Managers)


         COSTAMARE SHIPPING COMPANY S.A.













This document is a computer generated SHIPMAN
98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification
made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall
apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO
approved document and this computer generated document.



    	A-I-1



    	



    


PART II

“SHIPMAN 98” Standard Ship Management Agreement


 

	1.	Definitions	1
	 	In this Agreement save where the context otherwise requires, 	2
	 	the following words and expressions shall have the meanings	3
	 	hereby assigned to them.	4
	 	“Owners” means the party identified in Box 2.	5
	 	“Managers” means the party identified in Box 3.	6
	 	“Vessel” means the vessel or vessels details of which
    are set out 	7
	 	in Annex “A” attached hereto.	8
	 	“Business Day” shall have the same meaning as ascribed thereto
    	 
	 	In Section 1.1 of the Partnership Management Agreement.	8
	 	“Crew” means the Master, officers and ratings employed
    on the	9
	 	Vessel from time to time of the numbers,	 
	 	rank and nationally specified in Annex “B”
    attached hereto.	10
	 	“Crew support Code” means all expenses of a general
    nature	11
	 	which are not particularly referable to any individual vessel for	12
	 	the time being managed by the Managers and which are incurred	13
	 	by the Managers for the purpose of providing an efficient and	14
	 	economic management service and, without prejudice to the	15
	 	generality of the foregoing, shall include the cost of crew standby	16
	 	pay, training schemes for officers and ratings, cadet training	17
	 	schemes, sick pay, study pay, recruitment and interviews.	18
	 	“Related Manager” shall have the meaning as ascribed
    thereto 	19
	 	in Section 1.1 of the Partnership Management Agreement. 	 
	 	“Severance Costs” means the costs which the employers
    are 	 
	 	legally obliged to pay to or in respect of the Crew as a result of	20
	 	the early termination of any employment contract for service on 	21
	 	the Vessel.	22
	 	“Crew Insurances” means insurances against crew risks
    which 	23
	 	shall include but not be limited to death, sickness, repatriation, 	24
	 	injury, shipwreck unemployment indemnity and loss of personal 	25
	 	effects.	26
	 	“Partnership Management Agreement” means the agreement dated	 
	 	[  ] 2015 made between the Partnership and the Managers.	 
	 	“Management Services” means the services specified in
    sub-	27
	 	clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.	28
	 	“ISM Code” means the International Management Code for
    the	29
	 	Safe Operation of Ships and for Pollution Prevention as adopted	30
	 	by the International Maritime Organization (IMO) by resolution	31
	 	A.741(18) or any subsequent amendment thereto.	32
	 	“ISPS Code” means the International Ship and Port Facility.	 
	 	Security Code constituted pursuant to resolution A.924(22) of 	 
	 	
the International Maritime Organisation now set out in Chapter 	 
	 	XI-2 of the International Convention for the Safety of Life at Sea 	 
	 	(SOLAS) 1974 (as amended) and the mandatory ISPS Code as 	 
	 	adopted by a Diplomatic Conference of the International 	 
	 	Maritime Organisation on Maritime Security in December 2002 	 
	 	and includes any amendments or extensions to it and any 	 
	 	regulation issued pursuant to it.	 
	 	“Partnership” means Costamare Partners LP of Trust Company
    	 
	 	Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the 	 
	 	Marshall Islands MH96960.	 
	 	“STCW 95” means the International Convention on Standards	33
	 	of Training, Certification and Watchkeeping for Seafarers, 1978, 	34
	 	as amended in 1995 or any subsequent amendment thereto.	35
	 	 	 
	2.	Appointment of Managers	36
	 	With effect from the day and year stated in Box 4 and continuing
    	37
	 	unless and until terminated as provided herein, the Owners 	38
	 	hereby appoint the Managers as the technical and commercial 	39
	 	managers of the Vessel and the Managers hereby agree 	 
	 	to act as the technical and commercial Mmanagers of the
    Vessel.	40
	 	 	 
	3.	Basis of Agreement	 
	 	Subject to the terms and conditions herein provided, during the	42
	 	period of this Agreement, the Managers shall carry out	43
	 	Management Services in respect of the Vessel as agents for	44
	 	and on behalf of the Owners. Subject to Section 4.6 of the Partnership	45
	 	Management Agreement, Tthe Managers shall
    have authority	 
	 	to take such actions as they may from time to time in their absolute 	46
	 	discretion consider to be necessary to enable them to perform 	47
	 	this Agreement in accordance with sound ship management	48




	 	practice.	49
	 	 	 


	3.1 Crew Management	50
	(only applicable if agreed according to Box 5) 	51
	The Managers shall provide suitably qualified Crew for the Vessel 	52
	as required by the Owners in accordance with the STCW 95 	53
	requirements, provision of which includes but is not limited to 	54
	the following functions: 	55


	 	(i)	selecting and engaging the Vessel’s Crew, including payroll 	56
	 	 	arrangements, pension administration, and insurances for 	57
	 	 	the Crew other than those mentioned in Clause 6; 	58
	 	(ii)	ensuring that the applicable requirements of the law of the	58
	 	 	flag of the Vessel are satisfied in respect of manning levels, 	60
	 	 	rank, qualification and certification of the Crew and 	61
	 	 	employment regulations including Crew’s tax, social 	62
	 	 	insurance, discipline and other requirements; 	63
	 	(iii)	ensuring that all members of the Crew have passed a medical 	64
	 	 	examination with a qualified doctor certifying that they are fit 	65
	 	 	for the duties for which they are engaged and are in possession 	66
	 	 	of valid medical certificates issued in accordance with 	67
	 	 	appropriate flag State requirements. In the absence of 	68
	 	 	applicable flag State requirements the medical certificate shall 	69
	 	 	be dated not more than three months prior to the respective 	70
	 	 	Crew members leaving their country of domicile and 	71
	 	 	maintained for the duration of their service on board the Vessel; 	72
	 	(iv)	ensuring that the Crew shall have a command of the English 	73
	 	 	language of a sufficient standard to enable them to perform 	74
	 	 	their duties safely; 	75
	 	(v)	arranging transportation of the Crew, including 	76
	 	 	repatriation, board and lodging as and when required at rates and 	 
	 	 	types of accommodations as customary in the industry;	 
	 	(vi)	training of the Crew and supervising their efficiency;	77
	 	(vii)	keeping and maintaining full and complete records of any	78
	 	 	labor agreements which may be entered into with the Crew and,  	 
	 	 	if applicable, conducting union negotiations;	 
	 	(viii) 	operating the Managers’ drug and alcohol policy unless	79
	 	 	otherwise agreed in writing.	80
	 	 	 	 
	3.2	Technical Management	81
	 	(only applicable if agreed according to Box 6)	82
	 	The Managers shall provide technical management which	83
	 	includes, but is not limited to, the following functions:	84
	 	(i)	provision of competent personnel to supervise the	85
	 	 	maintenance and general efficiency of the Vessel;	86
	 	(ii)	arrangement and supervision of dry dockings, repairs,	87
	 	 	alterations and the upkeep of the Vessel to the standards	88
	 	 	required by the Owners provided that the Managers shall	89
	 	 	be entitled to incur the necessary expenditure to ensure	90
	 	 	that the Vessel will comply with the law of the flag of the	91
	 	 	Vessel and of the places where she trades, and all	92
	 	 	requirements and recommendations of the classification	93
	 	 	society;	94
	 	(iii)	arrangement of the supply of necessary stores, spares and	95
	 	 	lubricating oil;	96
	 	(iv)	appointment of surveyors and technical consultants as the	97
	 	 	Managers may consider from time to time to be necessary;	98
	 	(v)	development, implementation and maintenance of a Safety	99
	 	 	Management System (SMS) in accordance with the ISM	100
	 	 	Code (see sub-clauses 4.2 and 5.3) and of a security system
    in 	101
	 	 	accordance with the ISPS Code;	 
	 	(vi)	handling any claims against the builder of the Vessel 	 
	 	 	arising out of the relevant shipbuilding contract, 	 
	 	 	if applicable; and	 
	 	(vii)	on request by the Owners, providing the Owners with a 	 
	 	 	copy of any inspection report, survey, valuation or any other 	 
	 	 	similar report prepared by any shipbrokers, surveyors, the 	 
	 	 	Class etc..	 
	 	 	 	 
	 	3.3 Commercial Management	102
	 	(only applicable if agreed according to Box 7)	103
	 	The Managers shall provide the commercial operation of the	104







This document is a computer generated SHIPMAN 98 form printed
by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to
the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.
BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved
document and the computer generated document.


    	A-I-2



    	



    

PART II

“SHIPMAN 98” Standard Ship Management Agreement


 

	 	Vessel,-as-required-by-the-Owners, which includes,
    but is not	105
	 	limited to, the following functions:	106
	 	(i)	providing chartering services in-accordance-with-the-Owners’	107
	 	 	institutions-which include, but are not limited to, seeking	108
	 	 	and negotiating employment for the Vessel and the conclusion	109
	 	 	(including the execution thereof) of charter parties or other	110
	 	 	contracts relating to the employment of the Vessel, whether on a 	111
	 	 	voyage, time, demise, contract of affreightment or other	 
	 	 	basis. If such a	 
	 	 	contract exceeds the period and is for a rate that is less than	112
	 	 	the rate, in either case, stated in Box 13, consent thereto	 
	 	 	in writing shall first be obtained from the Owners.	113
	 	(ii)	arranging of the proper payment to Owners or their nominees	114
	 	 	of all hire and/or freight revenues or other moneys of	115
	 	 	whatsoever nature to which Owners may be entitled arising	116
	 	 	out of the employment of or otherwise in connection with the	117
	 	 	Vessel;.	118
	 	(iii)	providing voyage estimates and accounts and calculating of	119
	 	 	hire, freights, demurrage and/or dispatch moneys due from	120
	 	 	or due to the charterers of the Vessel;	121
	 	(iv)	issuing to the Crew ofappropriate voyage instructions
    and	122
	 	 	monitoring voyage performance;	 
	 	(v)	appointing agents;	123
	 	(vi)	appointing stevedores;	124
	 	(vii)	arranging surveys associated with the commercial operation	125
	 	 	of the Vessel;	126
	 	(viii) 	carrying out the necessary communications with the 	 
	 	 	shippers, charterers and others involved with the receiving	 
	 	 	and handling of the Vessel at the relevant loading and	 
	 	 	discharging ports, including sending any notices required 	 
	 	 	under the terms of the Vessel’s employment at the time;	 
	 	(ix)	invoicing on behalf of the Owners all freights, hires,	 
	 	 	demurrages, outgoing claims, refund of taxes, balances of 	 
	 	 	 disbursements, statements of account and other sums due	 
	 	 	 to the Owners and account receivables arising from the 	 
	 	 	operation of the Vessel and, upon the request of the Owners, 	 
	 	 	issuing releases on behalf of the Owners upon receipt of 	 
	 	 	payment or settlement of any such amounts;	 
	 	(x)	preparing off-hire statements and/or hire statements;	 
	 	(xi)	procuring and arranging for port entrance and clearance,	 
	 	 	pilots, consular approvals and other services necessary for	 
	 	 	the management and safe operation of the Vessel; and	 
	 	(xii)	reporting to the Owners of any major casualties,	 
	 	 	damages received or caused by the Vessel or any major	 
	 	 	release or discharge of oil or other hazardous material not in 	 
	 	 	compliance with any laws.	 
	 	 
	3.4 Insurance Arrangements’	127
	(only applicable if agreed according to Box 8)	128
	The Managers shall arrange insurances in accordance with	129
	Clause 6, on such terms and conditions as the Owners shall	130
	have instructed or agreed, in particular regarding underwriters	131
	conditions,	 
	insured values, deductibles and franchises.	132
	 	 	 	 
	3.5 Accounting Services	133
	(only applicable if agreed according to Box 9)	134
	Without prejudice to the relevant provisions of the Partnership	135
	Management Agreement and, in particular, but without 	 
	limitation, Section 4.11, Section 5.1 and Section 10.6 thereof,
    	 
	Tthe Managers shall:	 
	(I)	establish an accounting system which meets the	136
	 	requirements of the Owners and provide regular accounting	137
	 	services, supply regular reports and records,	138
	(ii)	maintain the records of all costs and expenditure incurred	139
	 	as well as data necessary or proper for the settlement of	140
	 	accounts between the parties.	141
	 	 	 	 
	3.6 Sale or Purchase of the Vessel	142
	(only applicable if agreed according to Box 10)	143
	The Managers shall, in accordance with the Owners’ instructions,	144
	supervise the sale or purchase of the Vessel, including the	145
	performance of any sale or purchase agreement, but not	146





	 	negotiation of the same. The Managers shall, on the request
    of	147
	 	the Owners, either directly or by employing the services of
    a 	 
	 	broker, endeavor to procure a buyer for the Vessel at a price
    	 
	 	and otherwise on terms acceptable to the Owners.	 
	 	 	 
	 	3.7 Provisions (only applicable if agreed according
    to Box 11)	148
	 	The Managers shall arrange for the supply of provisions.	149
	 	 	 	 
	 	3.8 Bunkering (only applicable if agreed according
    to Box 12)	150
	 	The Managers shall arrange for the provision of bunker fuel
    of the	151
	 	quality specified by the Owners as required for the Vessel’s
    trade.	152
	 	 	 	 
	4.	Managers’ Obligations	153
	 	4.1 Without prejudice to the relevant provisions of
    the Partnership	154
	 	Management Agreement and in particular, but without limitation
    	 
	 	to the foregoing, the provisions of Section 2.3, Section 4.1,	 
	 	Section 4.5 and Section 4.7 thereof, the Managers undertake
    to	 
	 	use their best-endeavors commercially reasonable
    efforts to	 
	 	provide the agreed Management Services as agents for and on	155
	 	behalf of the Owners in accordance with sound ship management	156
	 	practice and to protect and promote the interests of the Owners
    in	157
	 	all matters relating to the provision of services hereunder.	158
	 	Provided, however, that the Managers in the performance of
    their	159
	 	management responsibilities under this Agreement shall be entitled	160
	 	to have regard to their overall responsibility in relation
    to all vessels	161
	 	as may from time to time be entrusted to their management and	162
	 	in particular, but without prejudice to the generality of the
    foregoing,	163
	 	the Managers shall be entitled to allocate available supplies,	164
	 	manpower and services in such manner as in the prevailing	165
	 	circumstances the Managers in their absolute discretion consider	166
	 	to be fair and reasonable.	167
	 	4.2 Where the Managers are providing Technical Management	168
	 	in accordance with sub-clause 3.2, they shall procure
    that the	169
	 	requirements of the law of the flag of the Vessel are satisfied
    and	170
	 	they shall in particular be deemed to be the “Company’
    as defined	171
	 	by the ISM Code, assuming the responsibility for the operation
    of	172
	 	the Vessel and taking over the duties and responsibilities
    imposed	173
	 	by the ISM Code and/or the ISPS Code when applicable.	174
	 	 	 	 
	5.	Owners’ Obligations	175
	 	5.1 Without prejudice to the relevant provisions of
    the Partnership	176
	 	Management Agreement, Tthe Owners shall pay
    all sums due to 	 
	 	the Managers punctually	 
	 	in accordance with the terms of this Agreement.	177
	 	5.2 Where the Managers are providing Technical Management	178
	 	in accordance with sub-clause 3.2, the Owners shall:	179
	 	(i)	procure that all officers and ratings supplied by them or on	180
	 	 	their behalf comply with the requirements of STCW 95;	181
	 	(ii)	instruct such officers and ratings to obey all reasonable orders	182
	 	 	of the Managers in connection with the operation of the	183
	 	 	Managers’ safety management system.	184
	 	5.3 Where the Managers are not providing Technical Management	185
	 	in accordance with sub-clause 3.2, the Owners shall
    procure that	186
	 	the requirements of the law of the flag of the Vessel are satisfied	187
	 	and that they, or such other entity as may be appointed by
    them	188
	 	and identified to the Managers, shall be deemed to be the	189
	 	“Company” as defined by the ISM Code assuming the
    responsibility 	190
	 	for the operation of the Vessel and taking over the duties
    and	191
	 	responsibilities imposed by the ISM Code when applicable.	192
	 	 	 
	6.	Insurance Policies	193
	 	The Owners shall procure, whether-by instructing
    the Managers	194
	 	under sub-clause 3.4 or otherwise,
    that throughout the period of	195
	 	this Agreement:	196
	 	6.1 at the Owners’ expense, the Vessel is insured
    for not less	197
	 	than her sound market value or entered for her full gross tonnage,	198
	 	as the case may be for:	199
	 	(i)	usual hull and machinery marine risks (including crew	200
	 	 	negligence) and excess liabilities;	201
	 	(ii)	protection and indemnity risks (including pollution risks and	202









This document is a computer generated SHIPMAN 98 form printed
by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to
the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.
BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved
document and the computer generated document.


    	A-I-3



    	



    


PART II

“SHIPMAN 98” Standard Ship Management Agreement

 





	 	Crew insurances); and	203
	 	(iii)  war risks (including protection and indemnity and crew risks);	204
	 	and	 
	 	(iv)  any other insurance that the Owners determine or the	 
	 	Managers advise them in writing that, in either case, it is 	 
	 	prudent or, as the case may be, appropriate on the basis of 	 
	 	prevailing market practices to be obtained in respect of the 	 
	 	Vessel, its freight/hire or any third party liabilities,	 
	 	in each case in accordance with the best practice of prudent owners	205
	 	of	 
	 	vessels of a similar type to the Vessel, with first crass insurance	206
	 	companies, underwriters or associations (“the Owners’	207
	 	Insurances”);	208
	 	6.2 all premiums and calls and applicable deductibles and/or	209
	 	franchises on the Owners’ Insurances are paid	 
	 	promptly by their due date,	210
	 	6.3 the Owners’ Insurances name the Managers and, subject	211
	 	to underwriters’ agreement, any third party designated by the	212
	 	Managers as a joint assured, with full cover, with the Owners	213
	 	obtaining cover in respect of each of the insurances specified in	214
	 	sub-clause 6.1:	215
	 	(i)	on terms whereby the Managers and any such third party	216
	 	 	are liable in respect of premiums or calls arising in connection	217
	 	with the Owners’ Insurances; or	218
	 	(ii)	if reasonably obtainable, on terms such that neither the	219
	 	 	Managers nor any such third party shall be under any	220
	 	 	liability in respect of premiums or calls arising in connection	221
	 	 	with the Owners’ Insurances; or	222
	 	(iii)	on such other terms as may be agreed in writing.	223
	 	Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left	224
	 	blank then (i) applies.	225
	 	6.4 written evidence is provided, to the reasonable satisfaction	226
	 	of the Managers, of their compliance with their obligations under	227
	 	Clause 6 within a reasonable time of the commencement of	228
	 	the Agreement, and of each renewal date and, If specifically	229
	 	requested, of each payment date of the Owners’ Insurances,	230
	 	 	 	 
	7.	Income Collected and Expenses Paid on Behalf of Owners	231
	 	7.1 Without prejudice to the provisions of Section 10.7 of the	232
	 	Partnership Management Agreement, Aall moneys collected by the 	 
	 	Managers under the terms of	 
	 	this Agreement (other than moneys payable by the Owners to	233
	 	the Managers) and any interest thereon shall be held to the	234
	 	credit of the Owners in a separate bank account.	235
	 	7.2 Without prejudice to the provisions of Section 9.7, Section	236
	 	10.5 and Section 10.8 of the Partnership Management Agreement, Aall	 
	 	expenses incurred by the Managers under the terms	 
	 	of this Agreement on behalf of the Owners (including expenses	237
	 	as provided in Clause 8) may be debited against the Owners	238
	 	in the account referred to under sub-clause 7.1 but shall in any	239
	 	event remain payable by the Owners to the Managers on	240
	 	demand. For the avoidance of doubt, the Managers can make	241
	 	such demand on the Owners as well as on the Partnership as 	 
	 	provided in Section 10.5 of the Partnership Management Agreement. 	 
	 	Furthermore and without prejudice to the generality of the 	 
	 	provisions of this Clause 7, the Managers shall, subject to being 	 
	 	placed in funds by the Owners or the Partnership, arrange for the 	 
	 	payment of all ordinary charges incurred in connection with the 	 
	 	Management Services, including, but not limited to, all canal 	 
	 	tolls, port charges, any amounts due to any governmental 	 
	 	authority with respect to the Crew and all duties and taxes in 	 
	 	respect of the Vessel, the cargo, hire or freight (whether levied 	 
	 	against the Owners, the Partnership or the Vessel), insurance 	 
	 	premiums, advances of balances of disbursements, invoices for 	 
	 	bunkers, stores, spares, provisions, repairs and any other 	 
	 	material and/or service in respect of the Vessel.	 
	 	 	 
	8.	Management Fee	242
	 	8.1 The Owners shall pay to the Managers for their services	243
	 	as Managers under this Agreement an-annual the management	244
	 	fees as stated in Box 15 Section 9.1(a)
    and Section 9(b) of the	245
	 	Partnership Management Agreement -which shall be payable by-equal	 
	 	monthly installments in advance, the first installment being monthly	246













	 	in accordance with the provisions of Article IX of the Partnership	 
	 	Management Agreement.	 
	 	payable on the commencement of the Agreement (see Clause	247
	 	2 and Box 4) and subsequent installments being payable
    every	248
	 	month.	249
	 	8.2 The management fee shall be subject to an annual-review 	250
	 	in accordance with the provisions of Sections 9.2 and 9.3 of the 	251
	 	Partnership Management Agreement the anniversary date of the	 
	 	Agreement and the proposed	 
	 	fee shall be presented in the annual budget referred to in sub-	252
	 	clause 9.1.	253
	 	8.3 The Managers shall, at no extra cost to the Owners, provide	254
	 	their own office accommodation, office staff, facilities and	255
	 	stationery.  Without limiting the generality of Clause 7 the Owners	256
	 	shall reimburse the Managers for postage and communication	257
	 	expenses, travelling expenses, and other out of pocket	258
	 	expenses properly incurred by the Managers in pursuance of	259
	 	the Management Services.	260
	 	8.4 The provisions of Section 9.4, Section 9.5, Section 9.6 and	261
	 	Section 9.7 of the Partnership Management Agreement shall
    be deemed as incorporated herein mutatis mutandis.	 
	 	8.5 The Managers have the right to demand the payment of
    any of the management fees and expenses payable under this Agreement either from the Partnership or the Owners.
     Payment     of any such fees or expenses or any part thereof by either the Partnership or the Owners shall prevent the
    Managers from making a claim on the other person for the same amount to the extent that the same has been already paid to the Managers.	 
	 	in the event of the appointment of the Managers being	 
	 	terminated by the Owners of the Managers in accordance with	262
	 	the provisions of Clauses 17 and 18 other than by reason
    of 	263
	 	default by the Managers, or if the Vessel is lost, sold or otherwise	264
	 	Disposed of, the “management fee” payable to the Managers	265
	 	According to the provisions of sub-clause 8.1, shall
    continue to	266
	 	be payable for a further period of three calendar months as	267
	 	from the termination date. In addition, provided that the 	268
	 	Managers provide Crew for the Vessel in accordance with sub-	269
	 	clause 3.1.	270
	 	(i)	the Owners shall continue to pay Crew Support Costs during	271
	 	 	the said further period of three calendar months and	272
	 	(ii)	the Owners shall pay an equitable proportion of any	273
	 	 	Severance Costs which may materialize, not exceeding	274
	 	 	the amount stated in Box 16.	275
	 	8.5 If the Owners decide to lay up the Vessel whilst this	276
	 	Agreement remain in force and such lay up lasts for more	277
	 	than three months, an appropriate reduction of the management	278
	 	fee for the period exceeding three months until one month	279
	 	before the Vessel is again put into service shall be mutually 	280
	 	agreed between the parties.	281
	 	8.6  Unless otherwise agreed in writing all discounts and 	282
	 	commissions obtained by the Managers in the course of the	283
	 	management of the Vessel shall be credited to the Owners	284
	 	 	 	 
	9.	Budgets and Management of Funds	285
	 	9.1 The Owners are aware that the Managers will be preparing	286
	 	budgets in connection with, inter alia, the provision of the 	 
	 	Management Services which the Managers will be submitting	 
	 	for approval to the Partnership in accordance with the provisions of	 
	 	Article X of the Partnership Management Agreement. The Managers	 
	 	shall present to the Owners annually a	 
	 	budget for the following twelve months in such form as the	287
	 	Owners require. The budget for the first year hereof is set out	288
	 	in Annex “C” hereto. Subsequent annual
    budgets shall be	289
	 	prepared by the Managers and submitted to the Owners not	290
	 	less than three months before the anniversary date of the 	291
	 	commencement of this Agreement (see Clause 2 and Box
    4).	292
	 	9.2  The Owners shall indicate to the Managers their acceptance	293
	 	and approval of the annual budget within one month of	294
	 	presentation and in the absence of any such indication the	295
	 	Managers shall be entitled to assume that the Owners have	296
	 	accepted the proposed budget.	297
	 	9.3  Following the agreement of the budget, the Managers shall	298












This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or
deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which
is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any
loss, damage or expense as a result of discrepancies between the original BIMCO approved document and the computer generated document.



    	A-I-4



    	



    







PART II

 “SHIPMAN
98” Standard Ship Management Agreement


 



	 	prepare and present to the Owners
    their estimate of the working	299
	 	capital requirement of the Vessel and the
    Managers shall each	300
	 	month up date this estimate. Based thereon,
    Without prejudice to the right of the Managers to ask for funds in relation to the Management Services directly from
    the Partnership in accordance with the relevant provisions of the Partnership Management Agreement, the Managers shall	301
	 	each month request the Owners in writing for the
    funds required	302
	 	to run the Vessel for the ensuing month, including
    the payment	303
	 	of any occasional or extraordinary item of expenditure,
    such as	304
	 	emergency repair costs, additional insurance premiums,
    bunkers	305
	 	or provisions. Such funds shall be received by the
    Managers	306
	 	within ten running days after the receipt by the
    Owners of the	307
	 	Managers’ written request and shall be held
    to the credit of the	308
	 	Owners in a separate bank account
    in the name of the Managers or, if requested by the Managers, in the name of the Owners.	309
	 	9.4 The Managers
    shall produce a comparison between	310
	 	budgeted and actual income and expenditure
    of the Vessel in	311
	 	such form as required by the Owners monthly
    or at such other	312
	 	intervals as mutually agreed.	313
	 	9.5 Notwithstanding anything contained herein
    to the contrary,	314
	 	the Managers shall in no circumstances be required
    to use or	315
	 	commit their own funds to finance the provision of
    the	316
	 	Management Services.	317
	 	 	 
	10. 	Managers’ Right to Sub-Contract	318
	 	Except to a Related Manager or V.Ships Greece Ltd.
    (where the Manager

 may
 subcontract any of their obligations hereunder, without need of

 obtaining the Owners’ consent
    for doing so), or as provided in the

 Partnership Management Agreement, Tthe Managers

 shall not have the right
    to sub-contract any of	319
	 	their obligations hereunder, including those mentioned
    in sub-	320
	 	clause 3.1, without the prior written consent
    of the Owners which	321
	 	shall not be unreasonably withheld and which shall
    be promptly responded to. In the event of such a sub-	322
	 	contract the Managers shall remain fully liable for
    the due	323
	 	performance of their obligations under this Agreement	324
	 	 	 
	11.	Responsibilities	325
	 	The parties agree that the provisions of Sections
    11.1 to 11.5 (inclusive) of the Partnership Management Agreement, shall apply to this Agreement mutatis mutandis, save that
    references therein to “any Shipmanagement Agreement or any Supervision Agreement” shall be omitted and references
    to “Partnership”, “any member of the Partnership Group”, “Manager”, “any Submanager”,
    “a Vessel”, “Section”, “Management Fees”, “each Shipmanagement Agreement”,
    “Partnership Group” and “Article Xl” shall be construed as references to the Owners, the Owners, the
    Managers, any submanager, the Vessel, Clause, management fee, this Agreement, the Owners and Clause 11, respectively, when
    used herein.	 
	 	 	 
	 	11.1 Force Majeure
    - Neither the Owners nor the Managers	 
	 	shall be under any liability for any failure
    to perform any of their	327
	 	obligations hereunder by reason of any cause
    whatsoever of	328
	 	any nature or kind beyond their reasonable
    control	329
	 	11.2 Liability to Owners
    – (i) Without prejudice to sub-clause	330
	 	11.1, the Managers shall be under no liability
    whatsoever to the	331
	 	Owners for any loss, damage, delay or expense
    of whatsoever	332
	 	nature, whether direct or indirect, (including
    but not limited to	333
	 	loss of profit arising out of or in connection
    with detention of or	334
	 	delay to the Vessel) and howsoever arising
    in the course of	335
	 	performance of the Management Services UNLESS
    same is	336
	 	proved to have resulted solely from the negligence,
    gross	337
	 	negligence or wilful default of the Managers
    or their employees,	338
	 	or agents or sub-contractors employed by
    them in connection	339
	 	with the Vessel, in which case (save where
    loss, damage, delay	340
	 	or expense has resulted from the Managers’
    personal act or	341
	 	omission committed with the intent to cause
    same or recklessly	342
	 	and with knowledge that such loss, damage,
    delay or expense	343
	 	would probably result) the Managers’
    liability for each incident	344






	 	or series of incidents giving rise to a claim
    or claims shall never	345
	 	Exceed a total of ten times the annual management
    fee payable	346
	 	hereunder,	347
	 	(ii) Notwithstanding anything that may appear
    to the contrary in	348
	 	this Agreement, the Managers shall not be
    liable for any of the	349
	 	actions of the Crew, even if such actions
    are negligent, grossly	350
	 	negligent or wilful, except only to the extent
    that they are shown	351
	 	to have resulted from a failure by the Managers
    to discharge	352
	 	their obligations under sub clause 3.1,
    in which case their liability	353
	 	shall be limited in accordance
    with the terms of this Clause 11.	354
	 	11.3 Indemnity
    – Except to the extent and solely for the amount	355
	 	therein set out that the Managers would be
    liable under sub-	356
	 	clause 11.2, the
    Owners hereby undertake to keep the Managers	357
	 	and their employees, agents and sub-contractors
    indemnified	358
	 	and to hold them harmless against all actions,
    proceedings,	359
	 	claims, demands or liabilities whatsoever
    or howsoever arising	360
	 	which may be brought against them or incurred
    or suffered by	361
	 	them arising out of or in connection with
    the performance of the	362
	 	Agreement, and against and in respect of
    all costs, losses,	363
	 	damages and expenses including legal costs
    and expenses on	364
	 	a full indemnity basis) which the Managers
    may suffer or incur	365
	 	(either directly or indirectly) in the course
    of the performance of	366
	 	this Agreement.	367
	 	11.4 “Himalaya”
    – It is hereby expressly agreed that no	368
	 	employee or agent of the Managers (including
    every sub-	369
	 	contractor from time to time employed by
    the Managers) shall in	370
	 	Any circumstances whatsoever be under any
    liability whatsoever	371
	 	to the Owners for any loss, damage or delay
    of whatsoever kind	372
	 	arising or resulting directly or indirectly
    from any act, neglect or	373
	 	default on his part while acting in the course
    of or in connection	374
	 	with his employment and, without prejudice
    to the generality of	375
	 	the foregoing provisions in this Clause
    11, every exemption,	376
	 	limitation, condition and liberty herein
    contained and every right,	377
	 	exemption from liability, defence and immunity
    of whatsoever	378
	 	nature applicable to the Managers or to which
    the Managers are	379
	 	entitled hereunder shall also be available
    and shall extend to	380
	 	protest every such employee or agent of the
    Managers acting	381
	 	as aforesaid and for the purpose of all the
    foregoing provisions	382
	 	of this Clause 11
    the Managers are or shall be deemed to be	383
	 	acting as agent or trustee on behalf of and
    for the benefit of all	384
	 	persons who are or might be their servants
    or agents from time	385
	 	to time (including sub-contractors as aforesaid)
    and all such	386
	 	persons shall to this extent be or be deemed
    to be parties to this	387
	 	Agreement.	388
	 	 	 
	12.	Documentation	389
	 	Without prejudice to the relevant provisions of the
    Partnership Management Agreement, Wwhere the Managers are providing Technical Management in	390
	 	accordance with sub-clause 3.2 and/or Crew
    Management in	391
	 	accordance with sub-clause 3.1, they shall
    make available,	392
	 	upon Owners’ request, all documentation and
    records related	393
	 	to the Safety Management System (SMS) and/or the
    Crew	394
	 	which the Owners need in order to demonstrate compliance	395
	 	with the ISM Code, the ISPS Code and STCW 95 or to
    defend a claim against a third party.	396
	 	 	 
	13.	General Administration	398
	 	13.1 Without
    prejudice to the provisions of Article V of the Partnership Management Agreement, but subject to the provisions of Section
    4.6 of the Partnership Management Agreement, Tthe Managers shall handle and settle all claims arising out of the Management Services hereunder and keep
    the Owners	399
	 		400
	 	informed regarding any incident of which the Managers
    become	401
	 	aware which gives or may give rise to material claims
    or disputes involving	402
	 	third parties.	403
	 	13.2 The Managers shall, as instructed by
    the Owners under this Agreement and/or, as the case may be, Section 4.6 of the Partnership Management Agreement, bring	404
	 	or defend actions, suits or proceedings in connection
    with matters	405








This document is a computer generated SHIPMAN 98 form printed
by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to
the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.
BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved
document and the computer generated document.


    	A-I-5



    	



    

PART II

 “SHIPMAN
98” Standard Ship Management Agreement


 


	 	entrusted to the Managers according to this Agreement.	406
	 	13.3 The Managers shall also have power to
    obtain legal or	407
	 	technical or other outside expert advice in relation
    to the handling	408
	 	and settlement of claims and disputes or all other
    matters	409
	 	effecting the interests of the Owners in respect
    of the Vessel.	410
	 	13.4 The Owners shall arrange for the provision
    of any	411
	 	necessary guarantee bond or other security.	412
	 	13.5 Any costs reasonably-incurred
    by the Managers in	413
	 	carrying out their obligations according to Clause
    13 shall be	414
	 	reimbursed by the Owners.	415
	 	 	 
	14.	Auditing	416
	 	The Managers shall at all times maintain
    and keep true and	417
	 	correct accounts and shall make the same available
    for inspection	418
	 	and auditing by the Owners at such times as may be
    mutually	419
	 	agreed. On the termination, for whatever reasons,
    of this	420
	 	Agreement, the Managers shall release to the Owners,
    if so	421
	 	requested, the originals where possible, or otherwise
    certified	422
	 	copies, of all such accounts and all documents specifically
    relating	423
	 	to the Vessel and her operation. For the avoidance
    of any doubt,	424
	 	this Clause is in addition to and not in substitution
    of the	 
	 	relevant provisions of the Partnership Management
    Agreement,.	 
	 	 	 
	15.	Inspection of Vessel	425
	 	The Owners shall have the right at any time after
    giving	426
	 	reasonable notice to the Managers to inspect the
    Vessel for any	427
	 	reason they consider necessary.	428
	 	 	 
	16.	Compliance with Laws and Regulations	429
	 	The Managers will not do or permit to be done anything
    which	430
	 	might cause any breach or infringement of the laws
    and	431
	 	regulations of the Vessel’s flag, or of the
    places where she trades.	432
	 	 	 
	17.	Duration of the Agreement	433
	 	This Agreement shall come into effect on the day
    and year stated	434
	 	in Box 4 and shall continue until the date
    the Partnership Management	435
	 	Agreement is terminated in accordance with the provisions
    of	 
	 	Article XIII thereof, unless this Agreement is terminated
    earlier	 
	 	in accordance with the provision of Clause 18 hereofthe
    date	 
	 	stated in Box 17.	 
	 	Thereafter it shall continue until terminated
    by either party giving	436
	 	to the other notice in writing, in which
    event the Agreement shall	437
	 	terminate upon the expiration of a period
    of two months from the	438
	 	date upon which such notice was given.	439
	 	 	 
	18.	Termination	440



	 	18.1	Owners’ default	441
	 	(i)	The Managers shall
    be entitled to terminate the Agreement	442
	 	 	with immediate effect by notice in writing if any
    moneys	443
	 	 	payable by the Owners under this Agreement and/or
    the	444
	 	 	owners of-any associated vessel, details
    of which are listed	445
	 	 	in Annex “D”,
    shall not have been received in the Managers’	446
	 	 	nominated account within ten20
    running Business dDays of	447
	 	 	receipt by	 
	 	 	the Owners of the Managers written request or if
    the Vessel	448
	 	 	is repossessed by the Mortgagees.	449
	 	(ii)	if the Owners:	450



	 	 	(a)	fall to meet their
    obligations under 5 sub-clauses 5.2	451
	 	 	 	and 5.3 of this Agreement for any reason
    within their	452
	 	 	 	control, or	453
	 	 	(b)	proceed with the employment
    of or continue to employ	454
	 	 	 	the Vessel in the carriage of contraband, blockade	455
	 	 	 	running, or in an unlawful trade, or on a voyage
    which	456
	 	 	 	in the reasonable opinion of the Managers is unduly	457
	 	 	 	hazardous or improper,	458
	 	 	the Managers may give notice of the default to the Owners,	459
	 	 	requiring them to remedy it as soon as practically possible.	460
	 	 	In the event that the Owners fall to remedy it within a	461
	 	 	reasonable time 20 Business Days of receipt by the Owners	462
	 	 	of the Managers’ written request to the satisfaction of the	 
	 	 	Managers, the	 
	 	 	Managers shall be entitled to terminate the Agreement	463
	 	 	with immediate effect by notice In writing.	464






	18.2 	Managers’ Default	465
	 	If the Managers fail to meet their obligations under
    Clauses 3	466
	 	and 4 of this Agreement for any reason within
    the control of the	467
	 	Managers, the Owners may give notice to the Managers
    of the	468
	 	default, requiring them to remedy it within 20 Business
    Days as	469
	 	soon as practically	 
	 	possible. In the event that the
    Managers fail to remedy it within a	470
	 	Reasonable timesuch period to the
    satisfaction of the Owners, the 	471
	 	Owners	 
	 	shall be entitled to terminate the Agreement with
    immediate effect	472
	 	by notice in writing.	473
	 	18.3 Extraordinary Termination	474
	 	This Agreement shall be deemed to be terminated in
    the case of	475
	 	the sale of the Vessel or if the Vessel becomes a
    total loss or is	476
	 	declared as a constructive or compromised or arranged
    total	477
	 	loss or is requisitioned.	478
	 	18.4 For the purpose of sub-clause 18.3
    hereof	479
	 	(i)	the date upon which
    the Vessel is to be treated as having	480
	 	 	been sold or otherwise disposed of shall be the
    date on	481
	 	 	which the Owners cease to be registered as Owners
    of	482
	 	 	the Vessel;	483
	 	(ii)	the Vessel shall not
    be deemed to be lost unless either	484
	 	 	she has become an actual total loss or agreement
    has	485
	 	 	been reached with her underwriters in respect of
    her	486
	 	 	constructive, compromised or arranged total loss
    or if such	487
	 	 	agreement with her underwriters is not reached it
    is	488
	 	 	adjudged by a competent tribunal that a constructive
    loss	489
	 	 	of the Vessel has occurred.	490
	 	18.5 The parties agree that the provisions of Sections 13.4(a) to	491
	 	13.4(d) (inclusive) of the Partnership Management Agreement, shall	 
	 	apply to this Agreement mutatis mutandis. This agreement shall	 
	 	terminate forthwith in the event of	 
	 	an order being made or resolution passed for the winding up,	492
	 	dissolution, liquidation or bankruptcy of other party (otherwise	493
	 	than for the purpose of reconstruction or amalgamation) or if a	494
	 	receiver is appointed, or if it suspends payment, ceases to	495
	 	on business or makes any special arrangement or composition	496
	 	carry with its creditors.	497
	 	18.6 The termination of this Agreement shall be without	498
	 	prejudice to all rights accrued due between the parties prior to	496
	 	the date of termination.	500
	 	 	 	 
	19.	Law and Arbitration	501
	 	19.1 This Agreement and any non-contractual
    obligations	502
	 	connected with it shall be governed by and construed
    in	 
	 	accordance with English law. All disputes
        arising out of this Agreement and/or any non-contractual obligations connected with it shall be arbitrated in London in
        the following manner. One arbitrator is to be appointed by each of the parties hereto and a third by the two so chosen.
        Their decision or that of any two of them shall be final. The arbitrators shall be commercial persons, conversant with
        shipping matters. Such arbitration is to be conducted in accordance with the London Maritime Arbitration Association (LMAA)
        Terms current at the time when the arbitration proceedings are commenced and in accordance with the Arbitration Act 1996
        or any statutory modification or re-enactment thereof. In the event that a party hereto shall state a dispute and designate
        an arbitrator in writing, the other party shall have 10 Business Days to designate its own arbitrator. If such other party
        fails to designate its own arbitrator within such period, the arbitrator appointed by the first party can render an award
        hereunder. Until such time as the arbitrators finally close the hearings, either party shall have the right by written
        notice served on the arbitrators and on the other party to specify further disputes or differences under this Agreement
        for hearing and determination. The arbitrators may grant any relief, and render an award, which they or a majority of
        them deem just and equitable and within the scope of this Agreement, including but not limited to the posting of security.
        Awards pursuant to this Clause 19.1 may include costs and judgments may be entered upon any award made herein in any court
        having jurisdiction.

and any dispute arising out of or	503
	 	in connection with this Agreement shall be
    referred to arbitration	504
	 	in London in accordance with the Arbitration
    Act 1996 or	505
	 	any statutory modification or re-enactment
    thereof save to	506
	 	the extent necessary to give effect to the
    provisions of this	507








This document is a computer generated SHIPMAN 98 form printed
by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to
the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.
BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved
document and the computer generated document.


    	A-I-6



    	



    

PART II

 “SHIPMAN
98” Standard Ship Management Agreement


 


	 	Clause.	508
	 	The arbitration shall be conducted in accordance
    with the	509
	 	London Maritime Arbitrators Association (LMAA)
    Terms	510
	 	current at the time when the arbitration
    proceedings are	511
	 	commenced.	512
	 	The reference shall be to three arbitrators.
    A party wishing	513
	 	to refer a dispute to arbitration shall appoint
    its arbitrator	514
	 	and send notice of such appointment in writing
    to the other	515
	 	party requiring the other party to appoint
    its own arbitrator	516
	 	within 14 calendar days of that notice and
    stating that it will	517
	 	appoint its arbitrator as sole arbitrator
    unless the other party	518
	 	appoints its own arbitrator and gives notice
    that it has done	519
	 	so within the 14 days specified. If the other
    party does not	520
	 	appoint its own arbitrator and give notice
    that it has done so	521
	 	within the 14 days specified, the part referring
    a dispute to	522
	 	arbitration may, without the
    requirement of any further prior	523
	 	notice to the other party, appoint its arbitrator
    as sole	524
	 	arbitrator and shall advise the other party
    accordingly. The	525
	 	award of a sole arbitrator shall be binding
    on both parties	526
	 	as if he had been appointed by agreement.	527
	 	Nothing herein shall prevent the parties
    agreeing in writing	528
	 	to vary these provisions to provide for the
    appointment of a	529
	 	sole arbitrator.	530
	 	In cases where neither the claim nor any
    counterclaim	531
	 	exceeds the sum of USD50,000 (or such other
    sum as the	532
	 	parties may agree) the arbitration shall
    be conducted in	533
	 	accordance with the LMAA Small Claims Procedure
    current	534
	 	at the time when the arbitration proceedings
    are commenced.	535
	 	19.2 This Agreement
    shall be governed by and construed	536
	 	in accordance with Title 9 of the United
    States code and	537
	 	the Maritime Law of the United States and
    any dispute	538
	 	arising out of or in connection with this
    Agreement shall be	539






	 	referred to three persons at New York, one
    to be appointed	540
	 	by each of the parties hereto, and the third
    by the two so	541
	 	chosen; their decision or that of any two
    of them shall be	542
	 	final, and for the purposes of enforcing
    any award,	543
	 	judgement may be entered on an award by any
    court of	544
	 	competent jurisdiction. The proceedings shall
    be conducted	545
	 	in accordance with the rules of the Society
    of Maritime	546
	 	Arbitrators, Inc.	547
	 	In cases where neither the claim nor any
    counterclaim	548
	 	exceeds the sum of USD50,000 (or such other
    sum as the	549
	 	parties may agree) the arbitration shall
    be conducted in	550
	 	accordance with the Shortened Arbitration
    Procedure of the	551
	 	Society of Maritime Arbitrators, Inc. current
    at the time when	552
	 	the arbitration proceedings are commenced.	553
	 	19.3 This Agreement
    shall be governed by and construed	554
	 	in accordance with the laws of the place
    mutually agreed by	555
	 	the parties and any dispute arising out of
    or in connection	556
	 	with this Agreement shall be referred to
    arbitration at a	557
	 	mutually agreed place, subject to the procedures
    applicable	558
	 	there.	559
	 	19.4 If Box 18 in Part I is not appropriately
    filled in, sub-	560
	 	clause 19.1 of this Clause shall apply.	561
	 	 	 
	 	Note: 19.1, 19.2 and 19.3
    are alternatives; indicate	562
	 	alternative agree in Box 18.	563
	 	 	 



	20.	Notices	564
	 	20.1 Any notice to be given by either party
    to the other	565
	 	Party shall be in writing and may be sent by fax,
    telex,	566
	 	Registered or recorded mail or by personal service.	567
	 	20.2 The address of the Parties for service
    of such	568
	 	communication shall be as stated in Boxes 19
    and 20,	569
	 	respectively.	570








This document is a computer generated SHIPMAN 98 form printed
by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to
the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.
BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved
document and the computer generated document.



    	A-I-7



    	



    






APPENDIX II


 


FORM OF SUPERVISION AGREEMENT


 


THIS AGREEMENT is made the ____ day of                           , 20[ • ]
BETWEEN:


 


		(1)	[name of relevant member of the Partnership Group], a company incorporated under the laws of [•], whose registered
office is [ADDRESS] (the “Owner”); and



 


		(2)	COSTAMARE SHIPPING COMPANY S.A., a company incorporated under the laws of [•], whose registered office is at [ADDRESS]
(the “Construction Supervisor”).



 


WHEREAS:


 


By a shipbuilding contract dated                                   (the “Shipbuilding
Contract”) and made between [•1 (the “Builder”) and the Owner, the Builder agreed to construct,
to the order of the Owner, and sell to the Owner, a [•] container vessel, known during construction as Hull No.[•] (the
“Vessel”);


 


IT IS NOW AGREED as follows:


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.1. Except as otherwise defined
herein, all terms defined in the Shipbuilding Contract shall have the same respective meanings when used herein.


 


SECTION 1.2. In this Agreement, unless the
context otherwise requires, the following expressions shall have the following meanings:


 


“Business Day” means a
day, other than a Saturday or Sunday or a public holiday, on which major retail banks in New York City and Athens Greece, and (in
respect of any payments which are to be made to the Builder) [•], are open for non-automated customer services;


 


“Partnership Management Agreement”
means the agreement dated [         ] 2015 made between the Partnership and the Construction Supervisor.


 


“Owner’s Supplies”
means all of the items to be furnished to the Vessel by the Owner in accordance the relevant provisions of the Shipbuilding Contract.


 


“Partnership” means Costamare
Partners LP of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 and includes its successors
in title.


 


“Spares” means the items
to be designated as spares by the parties hereto at the time of the delivery of the Vessel.






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“Supervision Period” means
the period from the execution of this Agreement to and including the earlier of (i) the date of delivery of the Vessel pursuant
to the Shipbuilding Contract and (ii) the date this Agreement is terminated.


 


ARTICLE II


 


APPOINTMENT


 


SECTION 2.1. The Owner hereby appoints the
Construction Supervisor, and the Construction Supervisor hereby agrees to act as the Owner’s supervisor towards the Builder
and as the “Owner’s Representative” under the Shipbuilding Contract for the duration of the Supervision
Period and to perform the duties and rights which rest with the Owner regarding the construction and delivery of the Vessel in
accordance with all of the provisions of the Shipbuilding Contract. The Owner shall be responsible for, inter alia, determining
the general policy of supervision of construction of the Vessel and the scope of activities of the Construction Supervisor and,
in the performance of its duties under this Agreement, the Construction Supervisor shall at all times act strictly in accordance
with any instructions or directions given to it by the Owner regarding such general policy or, in the absence of such instructions
or directions, in accordance with the standards of a prudent supervisor providing services of the type to be provided under this
Agreement, having due regard to the Owner’s interest. Any instructions so given shall be consistent with the nature and scope
of the supervision services required to be performed by the Construction Supervisor under this Agreement and shall not require
the Construction Supervisor to do or omit to do anything which may be contrary to any applicable law of any jurisdiction or which
is inconsistent or contrary to any of the rights and duties of the Owner under the Shipbuilding Contract. Upon appointment the
Owner shall furnish the Construction Supervisor with a full and complete copy of the Shipbuilding Contract (which for the avoidance
of doubt shall include the Specifications and the Plans).


 


SECTION 2.2. Specific Powers and Duties
of the Construction Supervisor. Without prejudice to the generality of the appointment made under Section 2.1, and (where applicable)
by way of addition to the rights, powers and duties so conferred, the Construction Supervisor shall, subject to this Section 2.2
and to Articles III and IV, have and be entrusted with the following rights, powers and duties in relation to the Shipbuilding
Contract and the Vessel:


 


(a) to review, comment on, agree
and approve the lists of plans and the drawings referred to; to attend the testing of the Vessel’s machinery, outfitting
and equipment and to request any tests or inspections which the Construction Supervisor may consider appropriate or desirable and
to review and comment on the results of all tests and inspections to the extent this is possible under the terms of the Shipbuilding
Contract; to carry out such inspections and give such advice or suggestions to the Builder as the Construction Supervisor may consider
appropriate and as the terms of the Shipbuilding Contract allow him to do; and to give notice to the Builder in the event that
the Construction Supervisor discovers any construction, material or workmanship which the Construction Supervisor






    	A-II-2



    	



    

believes does not or will not conform
to the requirements of the Shipbuilding Contract and the specifications again provided the terms of the Shipbuilding Contract allows
for such notice to be given;


 


(b) to appoint a representative
of the Construction Supervisor for the purposes specified under Article [•];


 


(c) if any alteration or addition
to the Shipbuilding Contract becomes obligatory or desirable, to consult with the Builder and make recommendations to the Owner
as to whether or not acceptance should be given to any proposal notified to the Owner by the Builder;


 


(d)
to request and agree to any minor alterations, additions or modifications to the Vessel or the specifications and any substitute
materials to the extent this is possible under the terms of the Shipbuilding Contract, which the Construction Supervisor may consider
appropriate or desirable, provided that if the cost of such variations or substitute materials would have the effect of altering
the Contract Price (as defined in the Shipbuilding Contract) by more than three per cent (3%) from the Contract Price on the date
hereof or the amount of any of the installments of the Contract Price due under the Shipbuilding Contract prior to the delivery
of the Vessel, the Construction Supervisor shall notify the same to the Owner in writing and obtain the Owner’s instructions
before taking any action in relation thereto; to receive from and transmit to the Builder information relating to the requirements
of the classification society and to give instructions and agree with the Builder regarding alterations, additions or changes in
connection with such requirements; and to approve the substitution of materials as requested by the Builder;


 


(e) to attend and witness the trials
of the Vessel to the extent this is possible under the terms of the Shipbuilding Contract;


 


(f) to determine whether the Vessel
has been designed, constructed, equipped and completed in accordance with, and complies with, the Shipbuilding Contract and the
Specifications and Plans (each as defined in the Shipbuilding Contract); to give the Builder a notice of acceptance or (as the
case may be) rejection of the Vessel, to require or request any further test and inspection of the Vessel to the extent this is
possible under the terms of the Shipbuilding Contract, and to give and receive any further or other notice relative to such matters
and generally to advise the Owner in respect of all such matters;


 


(g) to sign on behalf of the Owner
any protocols as to sea trials, consumable stores, delivery and acceptance or otherwise, having first ascertained with the Owner
the appropriateness of so doing;


 


(h) to accept on behalf of the Owner
the documents specified in Article [•], Paragraph [•] of the Shipbuilding Contract to be delivered by the Builder at






    	A-II-3



    	



    

delivery of the Vessel under the
Shipbuilding Contract and to confirm receipt thereof to the Owner;


 


(i) to give and receive on behalf
of the Owner any notice contemplated by the Shipbuilding Contract, provided that the Construction Supervisor shall not have authority
to give on behalf of the Owner any notice which the Owner may be entitled to give to cancel, repudiate or rescind the Shipbuilding
Contract without the prior written consent of the Owner; and


 


(j) to purchase, after being placed
in funds by the Owner, all Owner’s Supplies as agent of the Owner and supply and deliver the same together with all necessary
specifications, plans, drawings, instruction books, manuals, test reports and certificates to the Builder as provided in the Shipbuilding
Contract, and provide to the Owner a list of all such Owner’s Supplies as soon as possible.


 


SECTION 2.3. The Construction Supervisor
shall discharge its responsibilities under this Clause 2 as the Owner’s agent.


 


SECTION 2.4. In the event that the Construction
Supervisor uses own funds to purchase Owner’s Supplies, the cost of supplying and delivering Owner’s Supplies pursuant
to relevant terms of the Shipbuilding Contract shall be reimbursed by the Owner to the Construction Supervisor on the date the
Construction Supervisor submits to the Owner supporting invoices in respect of such cost.


 


ARTICLE III


 


CONSTRUCTION SUPERVISOR’S DUTIES

REGARDING CONSTRUCTION


 


SECTION 3.1. The Construction Supervisor
undertakes with the Owner with respect to the Shipbuilding Contract:


 


(a) to notify the Owner in writing
promptly on becoming aware of any likely change to any of the dates on which any installment under the Shipbuilding Contract is
expected to be due;


 


(b) to (i) notify the Owner in writing
of the expected date on which the launching or, as the case may be, sea trials of the Vessel is or are to take place and (ii) promptly
on the same day as the launching or, as the case may be, sea trials of the Vessel takes or take place to confirm that the launching
or, as the case may be, sea trials of the Vessel has or have taken place and, where relevant, that the amount specified in such
confirmation is due and payable;


 


(c) to (i) advise the Owner in writing,
four (4) Business Days prior to the date on which the delivery installment under the Shipbuilding Contract is anticipated to become
due, of the times and amounts of payments to be made to the Builder under the Shipbuilding Contract and any amount due to the Construction
Supervisor for Owner’s Supplies not already settled and (ii)






    	A-II-4



    	



    

promptly confirm the same on the
day on which such installment becomes due (and being the date the same is required to be paid to the account referred to in the
relevant term of the Shipbuilding Contract);


 


(d) not to accept the Vessel or
delivery of the Vessel on the Owner’s behalf without the Owner’s prior written approval and unless the Construction
Supervisor shall have previously certified to the Owner in writing, in the form of the certificate set out in Schedule 1 to this
Agreement, that:


 


(i) the Vessel has been duly completed
and is ready for delivery to and acceptance by the Owner in or substantially in accordance with the Shipbuilding Contract and the
Specifications and Plans;


 


(ii) there is, to the best of
the Construction Supervisor’s knowledge and belief having made due enquiry with the Builder, no lien or encumbrance on the
Vessel other than the lien in favor of the Builder in respect of the delivery installment of the Contract Price due in accordance
with the terms of the Shipbuilding Contract; and


 


(iii) the Vessel is recommended
for classification by the relevant classification society provided for in the Shipbuilding Contract (and the Construction Supervisor
shall attach to its certificate the provisional certificate of such classification society recommending such classification of
the Vessel or a duplicate or photocopy of such provisional certificate or otherwise provide evidence of such classification to
the Owner);


 


(e) on receipt thereof from the
Builder promptly to deliver the documents specified in Article [•], Paragraph [•] of the Shipbuilding Contract to the
Owner or as the Owner may direct; and


 


(f) solely with the prior written
approval of the Owner, to request from or agree with the Builder any material alterations, additions or modifications to the Vessel.


 


ARTICLE IV


 


CONSTRUCTION SUPERVISOR’S GENERAL
OBLIGATIONS


 


SECTION 4.1. The Construction Supervisor
undertakes to the Owner, with respect to the exercise and performance of its rights, powers and duties as the Owner’s representative
under this Agreement, as follows:


 


(a) it will exercise commercially
reasonable efforts to cause the due and punctual observance and performance of all conditions, duties and obligations imposed on
the Owner by the Shipbuilding Contract (other than to pay the Contract Price) and will not without the prior written consent of
the Owner:






    	A-II-5



    	



    

(i) exercise any rights of the
Owner to cancel, repudiate or rescind the Shipbuilding Contract;


 


(ii) waive, modify or suspend
any provision of the Shipbuilding Contract if as a result of such waiver, modification or suspension the Owner will or may suffer
any adverse consequences; and


 


(b) it will, at its own expense,
keep all necessary and proper books, accounts, records and correspondence files relating to its duties and activities under this
Agreement and shall send quarterly reports to the Owner concerning the progress of the design and construction of the Vessel and
keep the Owner promptly informed of any deviations from the building program.


 


ARTICLE V


 


LIABILITY AND INDEMNITY


 


SECTION 5.1. Save for the obligation of the
Owner to pay any moneys due to the Construction Supervisor hereunder, neither the Owner nor the Construction Supervisor shall be
under any liability to the other for any failure to perform any of their obligations hereunder by reason of Force Majeure. “Force
Majeure” shall mean any cause whatsoever of any nature or kind beyond the reasonable control of the Owner or the Construction
Supervisor, including, without limitation, acts of God, acts of civil or military authorities, acts of war or public enemy, acts
of any court, regulatory agency or administrative body having jurisdiction, insurrections, riots, strikes or other labor disturbances,
embargoes or other causes of a similar nature.


 


SECTION 5.2. The Construction Supervisor,
including its officers, directors, employees, shareholders, agents and any sub-contractors (the “Construction Supervisor
Related Parties”), shall be under no liability whatsoever to the Owner or to any third party (including the Builder)
for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect (including but not limited to loss of profit
arising out of or in connection with the delayed or non-conforming delivery of the Vessel), and howsoever arising in the course
of the performance of this Agreement, unless and to the extent that the same is proved to have resulted solely from the gross negligence
or willful misconduct of the Construction Supervisor, its officers, employees, agents or any of its sub-contractors in which case
(save where loss, damage, delay or expense, has resulted from the Construction Supervisor’s personal act or omission committed
with the intent to cause same) the Construction Supervisor’s liability for each incident or series of incidents giving rise
to claim or claims shall never exceed a total of ten times the fees payable hereunder.


 


SECTION 5.3. The Owner shall indemnify and
hold harmless the Construction Supervisor Related Parties against all actions, proceedings, claims, demands or liabilities whatsoever
or howsoever arising which may be brought against them or incurred or suffered by them arising out of or in connection with the
performance of this Agreement and against and in respect of any loss, damage, delay or expense of






    	A-II-6



    	



    

whatsoever nature (including legal costs and
expenses on a full indemnity basis), whether direct or indirect, incurred or suffered by any Construction Supervisor Related Party
in the performance of this Agreement, unless incurred or suffered due to the gross negligence or willful misconduct of any Construction
Supervisor Related Party.


 


SECTION 5.4. It is hereby expressly agreed
that no employee or agent of the Construction Supervisor (including any sub-contractor from time to time employed by the Construction
Supervisor) shall in any circumstances whatsoever be under any liability whatsoever to the Owner or any third party for any loss,
damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while
acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions
in this Article V, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability,
defense and immunity of whatsoever nature applicable to the Construction Supervisor or to which the Construction Supervisor is
entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Construction Supervisor
acting as aforesaid, and for the purpose of all the foregoing provisions of this Article V, the Construction Supervisor is or shall
be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be their servants or
agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to
be parties to this Agreement.


 


SECTION 5.5. The provisions of this Article
V shall survive any termination of this Agreement.


 


ARTICLE VI


 


FEES


 


SECTION 6.1. In consideration of the performance
of the duties assigned to the Construction Supervisor in this Agreement, the Owner shall pay to the Construction Supervisor the
sum of US$787,405 for its total supervision costs in connection with the supervision of the construction of the Vessel, plus any
expenses incurred under the Shipbuilding Contract against presentation of supporting invoices from the Construction Supervisor
which the Construction Supervisor shall supply to the Owner at the same time as payment is requested. The fee payable hereunder
to the Construction Supervisor shall include all costs which are incurred by the Construction Supervisor in connection with the
ordinary exercise and performance by the Construction Supervisor of the rights, powers and duties entrusted to it pursuant to this
Agreement. The supervision fee will be paid in two equal installments as follows:


 


		(a)	US$393,702.50 on the execution of this Agreement; and



 


		(b)	US$393,702.50 upon the Construction Supervisor advising the Owner of the completion of the sea trial run of the Vessel.







    	A-II-7



    	



    

For the avoidance of doubt, the Construction Supervisor can
demand payment of the fee and other amounts payable hereunder from the Partnership pursuant to the relevant provisions of the Partnership
Management Agreement.


 


ARTICLE VII


 


COMMENCEMENT - TERMINATION


 


SECTION 7.1. This Agreement shall come into
effect on the date hereof and shall continue until the delivery of the Vessel in accordance with the Shipbuilding Contract unless
terminated earlier pursuant to the terms of Section 7.2, Section 7.3, Section 7.4 or Section 7.5.


 


SECTION 7.2. The Owner shall be entitled
to terminate this Agreement by notice in writing to the Construction Supervisor if the Construction Supervisor defaults in the
performance of any material obligation under this Agreement, subject to a cure right of 20 Business Days following written notice
by the Owner.


 


SECTION 7.3. This Agreement shall terminate
automatically if:


 


(a) the Shipbuilding Contract
is cancelled, rescinded or terminated; or


 


(b) the Partnership Management
Agreement is terminated.


 


SECTION 7.4. The Construction Supervisor
shall be entitled to terminate this Agreement by notice in writing to the Owner if:


 


(a) any moneys payable by the
Owner under this Agreement is not paid when due or if due on demand within 10 Business Days following demand by the Construction
Supervisor; or


 


(b) the Owner defaults in the
performance of any other material obligations under this Agreement, subject to a cure right of 20 Business Days following written
notice by the Construction Supervisor.


 


SECTION 7.5. Either party shall be entitled
to terminate this Agreement immediately if:


 


(a) the other party ceases to conduct
business, or all or substantially all of the equity-interests, properties or assets of either such party is sold, seized or appropriated;
or


 


(b) (i) the other party files a
petition under any bankruptcy law, makes an assignment for the benefit of its creditors, seeks relief under any law for the protection
of debtors or adopts a plan of liquidation; (ii) a petition is filed against the other party seeking to have it declared insolvent
or bankrupt and such petition is not dismissed or stayed within 40 Business Days of its filing; (iii) the other






    	A-II-8



    	



    

party shall admit in writing its
insolvency or its inability to pay its debts as they mature; (iv) an order is made for the appointment of a liquidator, manager,
receiver or trustee of the other party of all or a substantial part of its assets; (v) an encumbrancer takes possession of or a
receiver or trustee is appointed over the whole or any part of the other party’s undertaking, property or assets; or (vi)
an order is made or a resolution is passed for the other party’s winding up;


 


(c) a distress, execution, sequestration
or other process is levied or enforced upon or sued out against the other party’s property which is not discharged within
20 Business Days;


 


(d) the other party ceases or threatens
to cease wholly or substantially to carry on its business otherwise than for the purpose of a reconstruction or amalgamation without
insolvency previously approved by the terminating party;


 


or


 


(e) the other party is prevented
from performing its obligations hereunder by reasons of Force Majeure for a period of two or more consecutive months.


 


SECTION 7.6. In the event of termination
due to the Construction Supervisor’s default, then it shall not be entitled to receive any payment in respect of the fees
and other amounts described in Article VI becoming due and payable after the date of such termination.


 


ARTICLE VIII


 


EMPLOYEES


 


SECTION 8.1. None of the employees and/or
sub-contractors of the Construction Supervisor shall constitute, for the purposes of this Agreement, sub-agents of the Owner. The
Construction Supervisor, in its capacity as employer and contractor (and not in its capacity as agent for the Owner), shall (a)
be responsible for the salaries, expenses and costs in respect of each of its employees and sub-contractors (not in its capacity
as agent for the Owner) and (b) save for the provisions of Article V, indemnify its employees and sub-contractors for any liabilities
and losses incurred by such employees and sub-contractors.


 


ARTICLE IX


 


GOVERNING LAW - ARBITRATION


 


SECTION 9.1. This Agreement shall be governed
by and be construed in accordance with the laws of England.


 


SECTION 9.2. All disputes arising out of
this Agreement shall be arbitrated in London in the following manner. One arbitrator is to be appointed by each of the parties
hereto and a third by the two so chosen. Their decision or that of any two of them shall be final and, for the purpose of enforcing
any award, this Agreement may






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be made a rule of the court. The arbitrators
shall be commercial persons, conversant with shipping matters. Such arbitration is to be conducted in accordance with the rules
of the London Maritime Arbitration Association terms current at the time when the arbitration proceedings are commenced and in
accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof.


 


SECTION 9.3. In the event that a party hereto
shall state a dispute and designate an arbitrator in writing, the other party shall have 20 Business Days to designate its own
arbitrator. If such other party fails to designate its own arbitrator within such period, the arbitrator appointed by the first
party can render an award hereunder.


 


SECTION 9.4. Until such time as the arbitrators
finally close the hearings, either party shall have the right by written notice served on the arbitrators and on the other party
to specify further disputes or differences under this Agreement for hearing and determination.


 


SECTION 9.5. The arbitrators may grant any
relief, and render an award, which they or a majority of them deem just and equitable and within the scope of this Agreement, including
but not limited to the posting of security. Awards pursuant to this Article IX may include costs, including a reasonable allowance
for attorneys’ fees, and judgments may be entered upon any award made herein in any court having jurisdiction.


 


ARTICLE X


 


COUNTERPARTS


 


SECTION 10.1. This Agreement may be executed
in any number of counterparts, all of which taken together shall constitute one and the same instrument.


 


ARTICLE XI


 


NOTICES


 


SECTION 11.1. Every notice or other communication
under this Agreement shall:


 


(a) be in writing delivered personally
or by first-class prepaid letter (airmail if available) or facsimile transmission or other means of telecommunication (other than
telex) in permanent written form;


 


(b) be deemed to have been received,
in the case of a letter, when delivered personally or three (3) days after it has been put into the post and, in the case of a
facsimile transmission or other means of telecommunication (other than telex) in permanent written form, at the time of dispatch
(provided that if the date of dispatch is a Saturday or Sunday or a public holiday in the country of the addressee or if the time
of dispatch is after the close of business in the country of the addressee it shall be deemed to have been received at the opening
of business on the next day which is not a Saturday or Sunday or public holiday); and






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(c) be sent:


 


	 	(i)	to the Construction Supervisor at:



 


Costamare Shipping Company S.A.

[•l

Facsimile No.: [•]

Attention: [•]


 


		(ii)	to the Owner at:



 


C/o Costamare Partners LP

[•]Athens, Greece

Facsimile No.: +30 210 [•]

Attention: [•]


 


or to such other address and/or numbers for a party as is notified
by such party to the other party under this Agreement.


 


SECTION 11.2. Each communication and document
made or delivered by one party to another pursuant to this Agreement shall be in the English language.


 


SECTION 11.3. This Agreement shall not create
benefits on behalf of any other person not a party to this Agreement, and this Agreement shall be effective only as between the
parties hereto, their successors and permitted assigns.






    	A-II-11



    	



    

IN WITNESS of which this
Agreement has been duly executed the day and year first before written.


 


For the Owner


 


For the Construction Supervisor






    	A-II-1



    	



    

SCHEDULE 1


 


FORM OF CONSTRUCTION CERTIFICATE




[On the letterhead of the Construction
Supervisor]






 


[Vessel Owner] (the “Owner”)

[Address]

Facsimile: [ ]

Attention: [ ]


 


	 	Date: 	 



 


Dear Sirs,


 


[Name of Builder] (the “Builder”), [Name
of Vessel] (the “Vessel”)


 


We refer to the construction supervision
agreement dated [       ] between the Owner and us (the “Supervision Agreement”).


 


Words and expressions defined in the Supervision
Agreement (whether expressly or by incorporation by reference to another document) shall have the same meaning where used in this
certificate.


 


We hereby certify, pursuant to Section 3.1(d)
of the Supervision Agreement, as follows:


 


		(1)	the Vessel has been duly completed and is ready for delivery to and acceptance by the Owner in or substantially in accordance
with the Shipbuilding Contract and the Specifications and Plans; and



 


		(ii)	the Vessel is recommended for classification by [Name of the classification society] (the “Classification Society”).



 


With respect to paragraph (ii) above, please
find attached to this certificate the provisional certificate of the Classification Society recommending such classification of
the Vessel / a duplicate or photocopy of the provisional certificate of the Classification Society recommending such classification
of the Vessel / the following evidence of the Classification Society’s recommendation of such classification of the Vessel
[ ].


 





 


	 	Yours faithfully,
	 	 
	 	for and on behalf of


COSTAMARE SHIPPING COMPANY S.A.





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