Exhibit 4.13



 


AGREEMENT RELATING TO FRAMEWORK AGREEMENT
AND SHIPMANAGEMENT AGREEMENTS


 


THIS AGREEMENT is dated on 2 November
2015 and made BETWEEN:


		(1)	COSTAMARE SHIPPING COMPANY S.A., a corporation incorporated and existing under the laws
of the Republic of Panama, with its registered office at Panama City, Panama (the Manager); and



		(2)	COSTAMARE INC., a corporation incorporated and existing under the laws of the Republic of
the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the
Marshall Islands MH96960 (the Parent) for itself and as agent for each of its Subsidiaries (as such term is defined in the
Framework Agreement (as such term is defined below)).



WHEREAS:


		(A)	The Manager and the Parent have entered into a framework agreement dated 2 November 2015 as amended
and/or supplemented from time to time (the Framework Agreement).



		(B)	The Manager and V Ships Greece Ltd. of Par-La-Ville Place 14, Par-La Ville Road, Hamilton HM 08,
Bermuda (V Ships) have entered into a co-operation agreement dated 7 January 2013 as amended and/or supplemented from time
to time (the Co-operation Agreement), whereby they have agreed the terms upon which V Ships will (inter alia) provide
shipmanagement services to certain of the Vessels (as such term is defined in the Framework Agreement).



		(C)	Pursuant to clause 2.3 of the Framework Agreement, the parties thereto have agreed that the Manager
has the right to appoint V Ships as a submanager without first obtaining the Parent’s consent.



NOW IT IS HEREBY AGREED as follows:


		1	Terms defined in the Framework Agreement shall have the same meanings when used herein, unless
otherwise defined in this Agreement.



		2	In this Agreement, unless the contest otherwise requires:



Settlement Date means
the first day on which banks are open for business in Greece falling immediately after the date that the Manager receives from
V Ships a Surplus Profit.


Surplus Profit means the
amount paid by V Ships to the Manager under the Co-operation Agreement as the profits generated by the Cell (as such term is defined
in the Co-operation Agreement) provided however that if the amount to be paid by the Manager to V Ships under clause 26(a)
of the Co-operation Agreement has not been taken into account in calculating such profit, then such amount payable by V Ships under
clause 26(a) of the Co-operation Agreement shall be deducted from the amount to be paid by V Ships as profits generated by the
Cell for the purposes of this definition and provided also that any payment by V Ships for breach of its obligation to pay
certain part of the profits to the Manager shall constitute Surplus Profit.


		3	In consideration of the Parent entering into the Framework Agreement, the Manager agrees on each
Settlement Date falling after the date of this Agreement to



    	 	 	 



     

    

		(a)	refund such part of any Management Fees already received by such Settlement Date; and/or



		(b)	reduce any Management Fees to be received after such Settlement Date, by such amount,



as, in either
case, is equal to the Surplus Profit the Manager has received by such Settlement Date, provided always that:


		(i)	the Manager shall, to the extent possible, seek first under this clause 3 to make a refund of Management
Fees before seeking to apply a reduction against future Management Fees; and



		(ii)	the Manager shall not be asked under this clause to refund or reduce more than the aggregate of
the Management Fees, it has received since the date of this Agreement and/or will in the future receive in accordance with the
terms of the Framework Agreement.



		4	Save as amended and/or supplemented by this Agreement, all other terms and conditions contained
in the Framework Agreement, any Shipmanagement Agreements and any Supervision Agreements shall remain in full force and effect
and shall not be amended.



		5	Article XV (Applicable Law) and Article XVI (Arbitration) of the Framework Agreement shall apply
to this Agreement.



		6	No 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, other than a Subsidiary.



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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as a deed as of the day and year first above written.


 


	
        EXECUTED
        as a DEED

        by MR. KONSTANTINOS KONSTANTAKOPOULOS

        for and on behalf of

        COSTAMARE INC. and each Subsidiary

        in the presence of:

         
	
         

         

        /s/ Konstantinos V. Konstantakopoulos

        Name: Konstantinos Konstantakopoulos

        Title: Chief Executive Officer

         

	
        EXECUTED as a DEED

        by MR. DIAMANTIS MANOS

        for and on behalf of

        COSTAMARE SHIPPING COMPANY S.A.

        in the presence of:
	
         

         

        /s/ Diamantis Manos

        Name: Diamantis Manos

        Title: Director