Exhibit 4.10


 





PRIVILEGED & CONFIDENTIAL


EXECUTION VERSION


 







DATED 15 May
2013 as amended and restated on 18 MAY 2015


 


		(1)	sparrow
                                         holdings, L.P. 



 


		(2)	CostamarE
                                         VENTURES InC.



 


FRAMEWORK
DEED



    	 



    	



    

	CONTENTS	 	 
	 	 	 	 
	clause	 	 
	 	 	 
	1.	interpretation	 	1
	2.	SCOPE OF BUSINESS	 	9
	3.	CAPITAL COMMITMENTS	 	9
	4.	Investment procedure	 	10
	5.	OPERATION and governance OF EACH SPV	 	15
	6.	appointment of Auditors	 	17
	7.	EXCLUDED MATTERS	 	17
	8.	split of the JV Fleet	 	19
	9.	FINANCIAL MATTERS	 	22
	10.	ACCOUNTING MATTERS	 	23
	11.	budget and business plan	 	24
	12.	DISTRibutions	 	25
	13.	TAXATION	 	27
	14.	TRANSFER OF SHARES	 	28
	15.	strategic transaction	 	29
	16.	EXCLUSIVITY, NON-COMPETE and Non-solicitation	 	29
	17.	CONFIDENTIALITY	 	35
	18.	termination ANd winding up	 	36
	19.	Guarantees, indemnities and other ASSURANCE	 	38
	20.	Representation and WARRANTIES	 	39
	21.	power of attorney by way of security	 	40
	22.	GENERAL	 	41
	23.	ENTIRE AGREEMENT	 	42
	24.	SEVERABILITY	 	42
	25.	counterparts	 	42
	26.	WAIVER	 	42
	27.	FURTHER ASSURANCE	 	42
	28.	RIGHTS OF THIRD PARTIES	 	42
	29.	COSTS AND EXPENSES	 	42
	30.	Non Advisory	 	43
	31.	SERVICE OF NOTICES	 	44
	32.	GOVERNING LAW and jurisdiction	 	45
	Schedule 1-List of York Funds	 	47
	Schedule 2-Form of Business Plan	 	48
	Schedule 3- Form of Budget	 	49
	Schedule 4- Example of IRR calculation	 	50




    	 



    	



    

THIS
DEED dated 15 May 2013 as amended and restated on 18 May 2015


 


BETWEEN:


 


		1)	SPARROW HOLDINGS, L.P., an exempted
                                         limited partnership formed under the laws of the Cayman Islands (“York”);



 


		2)	YORK CAPITAL MANAGEMENT GLOBAL
                                         ADVISORS LLC, a limited liability company incorporated under the laws of the State of
                                         New York (the “Fund Manager”), on behalf of itself and the York Funds
                                         (as such term is defined below);



 


		3)	COSTAMARE INC., a corporation
                                         incorporated under the laws of the Republic of the Marshall Islands and, as of the date
                                         of this Agreement, listed in the New York Stock Exchange under the symbol “CMRE”
                                         (the “Parent”); and



 


		4)	COSTAMARE VENTURES INC., a corporation
                                         incorporated under the laws of the Republic of the Marshall Islands (“Costamare”).



 


For the avoidance of any doubt, this Agreement
shall apply to the Fund Manager and the Parent only where explicitly stated so herein.


 


BACKGROUND


 


The Parties (as such term
is defined in clause 1) intend to engage in the business (the “Business”) of co-investing in one or more limited
liability corporations formed in the Republic of the Marshall Islands (each an “SPV” and collectively the “SPVs”)
pursuant to the terms of this Agreement, as amended from time to time, that will each have the exclusive purpose of acquiring,
maintaining, operating and disposing of an ocean-going vessel (whether in its construction phase or operational) that is intended
to be used to transport containerized cargoes (each, a “Vessel” and collectively, the “Vessels”).


 


The Parties (as such term
is defined in clause 1) intend that they will co-invest in Vessels by each subscribing, or procuring that one of its wholly owned
subsidiaries will subscribe, for Shares (as defined in clause 1) for cash in an SPV. Each Vessel will be acquired and shall be
owned by a newly and separately incorporated SPV.


 


This framework agreement,
executed as a deed (the “Agreement”) sets out the terms pursuant to which the Parties (as such term is defined
in clause 1) will pursue the Business and co-invest in the SPVs.


 


IT IS AGREED as follows:


 


	1.	interpretation




 


Definitions


 


In this Agreement:


 


	 	Action	has the meaning
    ascribed thereto in clause 1.1K;
	 	 	 
	 	Affiliate	means, in respect of a non-natural
    person, any person Controlling, 




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	 	 	Controlled by or under common Control with that person;
	 	 	 	 
	 	Bluebird	means Bluebird Holdings,
    L.P., an exempted limited partnership formed under the laws of the Cayman Islands;
	 	 	 	 
	 	Board	has, in respect of an SPV, the
    meaning ascribed thereto in clause 5.2;
	 	 	 	 
	 	Budget	means, in respect of an SPV
    and/or its Vessel, the budget prepared by Costamare Shipping in relation to such SPV and/or Vessel in accordance with clause
    11;
	 	 	 	 
	 	Business Day	means a day on which banks in
    the city of London (England), the city of New York (USA), and the city of Athens (Greece) are open for business generally;
	 	 	 	 
	 	Business Plan	means, in respect of an SPV
    and/or its Vessel, the business plan prepared by Costamare in relation to such SPV and/or Vessel in accordance with clause
    11;
	 	 	 	 
	 	Commitment Period	means
        the period commencing on the Effective Date and ending on the earlier of:
	 	 	 	 
	 	 	(a)	15 May 2020;
	 	 	 	 
	 	 	(b)	the
        date that this Agreement is terminated pursuant to clauses 18.1D, 18.2 or 18.3;
	 	 	 	 
	 	 	(c)	the
        date that York serves notice on Costamare pursuant to clause 3.10;
	 	 	 	 
	 	 	(d)	the
        date that Costamare serves notice on York pursuant to clause 3.11; and
	 	 	 	 
	 	 	(e)	the
        date that York does not participate in an Investment Opportunity presented to it in accordance with clause 2.1, which
        has an acquisition price which, when aggregated with all other Investment Opportunities presented to it in accordance
        with clause 2.1 on or after 16 May 2015 and in which York has elected not to participate, equals or exceeds US$500,000,000
        unless agreed otherwise in writing by Costamare.
	 	 	 	 
	 	Commitments	means, together, the Costamare
    Commitment and the York Commitment and Commitment means either of them;
	 	 	 	 
	 	Container Entity	means a business or company
    which the majority of its value is attributable to Vessels owned by such business or company, as determined by a valuation
    to be obtained from an independent and reputable third party valuer appointed by York and CMRE acting jointly or, if York
    and CMRE do not agree the identity of such valuer within 5 Business Days (from the first date on which York




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	 	 	or CMRE has suggested
    a valuer) either York or CMRE may ask the president for the time being of the Institute of Chartered Accountants in England
    to appoint a valuer and such appointment shall be binding on both York and CMRE;
	 	 	 
	 	Control	means
        in relation to a non-natural person, the ability of any person directly or indirectly to:

         

        -  appoint and/or remove: (a) a majority of the board of directors; or (b) any other body or entity that by operation of
        law or otherwise is entitled to direct the activities, of such non-natural person (including a general partner or trustee);

         

        -  exercise, or direct the exercise of, more than 50% of the voting rights of that body corporate or firm; or

         

        -  direct or otherwise control its day to day affairs,

         

        and
        Controlling and Controlled shall be construed accordingly;

         

	 	Controlling

 Equity Stake	means, in respect of a company,
    business or any non-natural person, such equity stake which provides its holder with Control over such company, business or
    non-natural person.
	 	 	 
	 	Costamare

 Commitment	means the US$ amount that Costamare
    shall elect to invest for the purposes of the Business in accordance with this Agreement;
	 	 	 
	 	Costamare Director	means, in relation to an SPV,
    a director of such SPV appointed by the relevant Costamare Shareholder of such SPV;
	 	 	 
	 	Costamare

 Option	has the meaning ascribed thereto
    in clause 3.6;
	 	 	 
	 	Costamare

 Option Notice	has the meaning ascribed thereto
    in clause 3.7;
	 	 	 
	 	Costamare

 Partners	means Costamare Partners LP,
    a limited partnership formed under the laws of the Republic of the Marshall Islands;
	 	 	 
	 	Costamare

 Shareholder	means, in relation to an SPV,
    Costamare or any wholly-owned direct subsidiary of Costamare which Costamare elects by notice to York to be the shareholder
    of such SPV;
	 	 	 
	 	Costamare

 Shareholder

 Shares	means, in relation to an SPV,
    shares of all classes in the capital of such SPV created or in issue for the time being and registered in the name of the
    relevant Costamare Shareholder.
	 	 	 
	 	Costamare

 Shipping	means Costamare Shipping Co.
    S.A. of Panama City, Republic of Panama;




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	 	Costamare

 Split Right	has the meaning
    ascribed thereto in clause 8;
	 	 	 
	 	Deemed Sale	has the meaning ascribed thereto
    in clause 8.6;
	 	 	 
	 	Default

 Interest Rate	means 20 per cent, calculated
    on a daily basis and compounded quarterly;
	 	 	 
	 	Director	means, in relation to an SPV,
    a York Director or a Costamare Director of such SPV and Directors shall be construed accordingly;
	 	 	 
	 	Effective Date	means the later of:
	 	 	 
	 	 	(a)	the date of this Agreement; and
	 	 	 	 
	 	 	(b)	the
        date all conditions precedent set out in clause 22.7 have been satisfied.
	 	 	 	 
	 	Excluded

 Matters	means, together, the matters
    set out in clause 7;
	 	 	 
	 	Fourth

 Anniversary	means the date falling four
    years after the end of the Commitment Period;
	 	 	 
	 	Fund 

Manager	includes its successors in title;
	 	 	 
	 	Group	means, in relation to any person
    that is a non-natural person, that person and its Affiliates, and member of a Group shall be construed accordingly;
	 	 	 
	 	Investment

 Notice


	means, in relation to an SPV,
    a written notice issued by the Board or, as the case may be, a Director of such SPV to the Shareholders of such SPV to contribute
    or procure the contribution of capital to such SPV;
	 	 	 
	 	Investment

 Opportunity	has the meaning ascribed thereto
    in clause 2.1;
	 	 	 
	 	IRR or

 Internal Rate

 of Return	means, at any relevant time
    in respect of a York Shareholder, the annualized internal rate of return in respect of such Shareholder’s Commitment
    actually invested at the time in accordance with this Agreement, calculated using the then most current version of Microsoft
    Excel software’s “XIRR” function (which for purposes of clarity shall be net of costs, fees and expenses,
    if any) computed from the dates of such Shareholder making such investment until the dates of such distributions in respect
    thereof under clause 12.3, which annualised internal rate when applied to the relevant cash flow streams produces a net present
    value equal to zero. For the avoidance of doubt, such calculations shall be





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	 	 	made following the
    example set out in Schedule 4;
	 	 	 
	 	JV Fleet	means, at any relevant time,
    all Vessels which are owned by any SPV at that time;
	 	 	 
	 	LCIA Rules	means the rules of the London
    Court of International Arbitration;
	 	 	 
	 	Losses	has the meaning ascribed thereto
    in clause 1.1K
	 	 	 
	 	Management

 Agreement	means, in respect of an SPV
    and its Vessel, each agreement to be entered into by such SPV with the relevant Manager in respect of such Vessel in the agreed
    form and, if more than one for a Vessel, Management Agreements shall mean, together, both or all of them;
	 	 	 
	 	Manager	means, in respect of an SPV
    and its Vessel, Costamare Shipping and/or, if so directed by Costamare in accordance with clause 4.2E, V.Ships Greece Ltd.
    Or, such other manager as shall be appointed by such SPV from time to time;
	 	 	 
	 	Manager

 Matters	means, in relation to an SPV
    and any relevant Management Agreement, the matters set out in such Management Agreement for the relevant Manager to decide
    in accordance with the terms of such Management Agreement;
	 	 	 
	 	Newbuild 

Vessel	a Vessel that is newly constructed
    and is acquired or ordered by an SPV prior to or simultaneously with completion of its construction;
	 	 	 
	 	Non-

Controlling

 Equity Stake	means, in respect of a company,
    business or any non-natural person, such equity stake, which does not provide its holder with Control over such company, business
    or non-natural person.
	 	 	 
	 	Other

 Relevant

 Vessels	has the meaning ascribed thereto
    in clause 7.2;
	 	 	 
	 	Parent	includes its successors in title;
	 	 	 
	 	Party	means Costamare or York and
    “Parties” means, together, both of them;
	 	 	 
	 	Public

 Offering	means an offering of securities
    to the public;
	 	 	 
	 	Relevant Sale	has the meaning ascribed thereto
    in clause 7.1;
	 	 	 
	 	Relevant

 Shares	has the meaning ascribed thereto
    in clause 7.2A;




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	 	Relevant

 Vessel	has the meaning
    ascribed thereto in clause 7.1;
	 	 	 
	 	Remaining 

Vessels	has the meaning ascribed thereto
    in clause 8.3B;
	 	 	 
	 	Replacement 

Value Period	has the meaning ascribed thereto
    in clause 7.1;
	 	 	 
	 	Sale Notice	has the meaning ascribed thereto
    in clause 7.1;
	 	 	 
	 	Sale Notice 

Period	has the meaning ascribed thereto
    in clause 7.1;
	 	 	 
	 	Service

 Providers	means such persons as may be
    appointed to act as service providers to an SPV;
	 	 	 
	 	Shares	means, in relation to an SPV,
    the York Shareholder Shares and the Costamare Shareholder Shares in such SPV;
	 	 	 
	 	Shareholders 	means, in relation to an SPV,
    the York Shareholder and the Costamare Shareholder of such SPV for the time being and Shareholder, in relation to an
    SPV, shall mean either of them;
	 	 	 
	 	Shareholders’

 Agreement	means, in relation to an SPV,
    the shareholders’ agreement to be entered into between the relevant Shareholders and, where the York Shareholder in
    not York or the Costamare Shareholder is not Costamare, York and/or Costamare, respectively, as guarantors;
	 	 	 
	 	Sister Vessel 

and Sister 

Vessels	have each the meaning ascribed
    thereto in clause 8.3A;
	 	 	 
	 	Split Proposal	has the meaning ascribed thereto
    in clause 8.2;
	 	 	 
	 	subsidiary	means a subsidiary undertaking
    (as defined in section 1162 of the Companies Act 2006) or a subsidiary (as defined in section 1159 of the Companies Act 2006);
	 	 	 
	 	Supervision 

Agreement	means, in respect of a Newbuild
    Vessel, a supervision agreement in the agreed form;
	 	 	 
	 	Strategic

 Transaction	means a Public Offering, a Trade
    Sale or other transaction agreed between the Parties whereby the Shareholders are able, directly or indirectly, to realise
    all or a majority of their investment in the Business;
	 	 	 
	 	Trade Sale	a sale of the Vessels or the
    Business to a buyer whether by means of an asset sale or the sale of the Shares of the SPVs or a combination thereof, in each
    case agreed by the relevant




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	 	 	Shareholders unanimously;
	 	 	 
	 	Unallocated

 Sister Vessel	has the meaning ascribed thereto
    in clause 8.3A;
	 	 	 
	 	US GAAP	means generally accepted accounting
    principles in the United States of America;
	 	 	 
	 	York

 Commitment	means the US$ amount that York
    shall invest for the purposes of the Business in accordance with this Agreement;
	 	 	 
	 	York 

Director	means, in relation to an SPV,
    a director of such SPV appointed by York the relevant York Shareholder of such SPV;
	 	 	 
	 	York Funds	means together the investment
    funds managed or advised by the Fund Manager or one of its Affiliates and being detailed in Schedule 1, as amended from time
    to time;
	 	 	 
	 	York

 Shareholder	means, in relation to an SPV,
    York and/or a wholly owned direct subsidiary thereof; and
	 	 	 
	 	York

 Shareholder

 Shares	means, in relation to an SPV,
    shares of all classes in the capital of such SPV created or in issue for the time being and registered in the name of the
    relevant York Shareholder.
	 	 	 


Interpretation


 


In this Agreement:


 


		1.1	a reference to:



 


		A.	a
                                         statute or statutory provision includes a reference to:



 


		(i)	that
                                         statute or provision as amended, re-enacted, replaced or modified from time to time;
                                         and



 


		(ii)	any
                                         order, statutory instrument, regulation or other subordinate legislation made from time
                                         to time under the relevant statute;



 


		B.	“writing”
                                         is a reference to any mode of representing or reproducing words in a visible, non-transitory
                                         form (and includes a reference to e-mail or other mode of representing or reproducing
                                         words in electronic form);



 


		C.	an
                                         agreement or obligation for a Party to “procure” any action or inaction of
                                         another person under this Agreement shall be construed as an agreement or obligation
                                         for such Party to exercise its voting rights, discretions and other powers in respect
                                         of its interest in that other person or otherwise under this Agreement, and the agreement
                                         pursuant to which that Party or its Affiliate is appointed in such manner so as to procure
                                         (insofar as possible) such action or inaction (as the case may be);




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		D.	a
                                         person shall include any natural person, legal person or other entity (whether or not
                                         having a legal personality) and a reference to a non-natural person is a reference to
                                         any person (as so defined) other than an individual;



 


		E.	a
                                         “change of Control” shall occur if a person who Controls any company or undertaking
                                         ceases to do so, or if another person acquires Control of it;



 


		F.	the
                                         singular includes the plural and vice versa;



 


		G.	the
                                         masculine includes the feminine and vice versa;



 


		H.	a
                                         clause or a Schedule is a reference to a clause of or a schedule to this Agreement;



 


		I.	any
                                         phrase introduced by the terms ‘including’ or ‘in particular’,
                                         or any similar expression, shall be construed as illustrative and not limiting of any
                                         preceding words;



 


		J.	a
                                         month means a calendar month, a quarter means a calendar quarter and a year means a calendar
                                         year;



 


		K.	indemnify
                                         any person against any circumstance shall mean indemnifying it and each of its Affiliates
                                         and keeping it and each of its Affiliates harmless, on an after-tax basis, from all Actions
                                         made against it or any of its Affiliates and all Losses suffered or incurred by it or
                                         any of its Affiliates as a consequence of that circumstance, and Action shall include
                                         any action, proceedings, claim, demand and other legal recourse brought against the party
                                         to whom such indemnity is given (the indemnified party) in respect of the subject
                                         matter in relation to which such indemnity is given and Losses shall include any liability,
                                         damage, loss, compensation, award, cost, expense, charge, fine, penalty and outgoing
                                         suffered or incurred by the indemnified party in respect thereof; and



 


		L.	“agreed
                                         form” means:



 


		(i)	where
                                         a document has already been executed by all of the relevant parties, such document in
                                         its executed form;



 


		(ii)	prior
                                         to the execution of a document, the form of such document separately agreed in writing
                                         between the Parties as the form in which that document is to be executed;



 


		1.2	headings are used for convenience
                                         only and shall not affect the interpretation of this Agreement; and



 


		1.3	each of the Schedules forms part
                                         of this Agreement.



 


	2.	SCOPE OF BUSINESS




 


		2.1	Costamare hereby undertakes during
                                         the Commitment Period to procure that Costamare Shipping shall present to York any opportunities
                                         for the acquisition of Vessels or shares in companies that own Vessels that Costamare
                                         Shipping has




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identified during such period
(each an “Investment Opportunity” and together the “Investment Opportunities”).


 


		2.2	The acquisition of a Vessel and,
                                         if relevant, the incorporation of the relevant SPV for all transactions that will be
                                         governed by this Agreement shall require the unanimous approval in writing of both Parties.



 


		2.3	The business of each SPV shall
                                         be to acquire, maintain, operate, and/or dispose of a single Vessel with the objective
                                         of maximising the value of the relevant Shareholders’ investment in such SPV.



 


		2.4	The Parties will invest in the
                                         Business in accordance with this Agreement.



 


	3.	CAPITAL COMMITMENTS




 


		3.1	York agrees to invest its Commitment
                                         as calculated in accordance with this clause 3 and in accordance with the terms
                                         of this Agreement.



 


		3.2	Costamare agrees to invest its
                                         Commitment as calculated in accordance with this clause 3 and in accordance with
                                         the terms of this Agreement.



 


		3.3	Costamare and York will capitalize
                                         and initially own the SPVs directly or through wholly-owned direct subsidiaries, always
                                         in accordance with the terms of this Agreement. In the event that a York Shareholder
                                         of an SPV is a subsidiary of York, then York will be a party to the Shareholders’
                                         Agreement of such SPV so as to guarantee the performance of such subsidiary under such
                                         Shareholders’ Agreement. In the event that a Costamare Shareholder of an SPV is
                                         a subsidiary of Costamare, then Costamare will be a party to the Shareholders’
                                         Agreement of such SPV so as to guarantee the performance of such subsidiary under such
                                         Shareholders’ Agreement.



 


		3.4	Subject to clauses 3.6 to 3.8,
                                         in relation to an SPV agreed to be incorporated up to (and including) 14 May 2015 (other
                                         than in relation to an SPV to be incorporated pursuant to a Permitted Transaction which
                                         shall be dealt with under clause 16):



 


		A.	York
                                         will, or will procure that another York Shareholder will, subscribe for Shares in such
                                         SPV representing in aggregate seventy-five percent (75%) of the equity required for the
                                         purchase of the Vessel to be acquired by such SPV; and



 


		B.	Costamare
                                         will, or will procure that another Costamare Shareholder will, subscribe for Shares in
                                         such SPV representing the remaining twenty-five percent (25%) of the equity required
                                         for the purchase of such Vessel.



 


		3.5	Subject to clauses 3.6 to 3.8,
                                         in relation to an SPV agreed to be incorporated on or after 15 May 2015 (other than in
                                         relation to an SPV to be incorporated pursuant to a Permitted Transaction which shall
                                         be dealt with under clause 16):



 


		A.	Costamare
                                         will, or will procure that another Costamare Shareholder will, subscribe for Shares in
                                         such SPV representing in aggregate between twenty-five percent (25%) and seventy-five
                                         percent (75%) of the equity required for the purchase of the Vessel to be acquired by
                                         such SPV. Costamare shall stipulate the exact percentage of equity it wishes to subscribe
                                         for, when the




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relevant Investment
Opportunity is presented to York for the purposes of clause 4.1; and


 


		B.	York
                                         will, or will procure that another York Shareholder will, subscribe for Shares in such
                                         SPV representing the remaining of the equity required for the purchase of such Vessel
                                         following the subscription of the relevant Costamare Shareholder under clause 3.5A.



 


		3.6	Costamare may at its sole discretion
                                         decide to increase the relevant Costamare Shareholder’s percentage participation
                                         in the Shares of an SPV up to a maximum percentage of:



 


		A.	in
                                         the case of an SPV incorporated and subscribed for in accordance with clause 3.4, forty-nine
                                         percent (49%),



 


		B.	in
                                         the case of an SPV incorporated and subscribed for in accordance with clause 3.5, the
                                         lesser of (i) seventy-five percent (75%) and (ii) a percentage representing
                                         an increase of thirty per cent (30%) of the percentage shareholding participation already
                                         subscribed for in such SPV in accordance with clause 3.5,



 


and in each
case, shall be required to contribute an equivalent percentage of the equity required for the purchase of the Vessel to be acquired
by such SPV (each such right to increase the relevant Costamare’s Shareholder percentage participation in the Shares of
such SPV, a “Costamare Option”) by serving notice on York in accordance with clause 3.7.


 


		3.7	Each time that Costamare wishes
                                         to exercise a Costamare Option under clauses 3.6A and/or 3.6B, Costamare shall send written
                                         notice to York specifying the exact percentage of Shares to which it wishes to increase
                                         the relevant Costamare Shareholder’s ownership of the respective SPV (the “Costamare
                                         Option Notice”). A Costamare Option Notice shall be transmitted:



 


		A.	in
                                         the case of an SPV acquiring a Newbuild Vessel, within three (3) months from the date
                                         the SPV enters into a shipbuilding contract or, as the case may be, a memorandum of agreement
                                         for the acquisition of such Newbuild Vessel;



 


		B.	in
                                         the case of an SPV acquiring a Vessel other than a Newbuild Vessel, within one (1) month
                                         from the date the SPV enters into the memorandum of agreement to acquire such Vessel.



 


The provision
of a Costamare Option Notice in accordance with this clause shall be irrevocable and in each case, Costamare shall procure that
the relevant Costamare Shareholder shall complete the purchase of the relevant Shares within fifteen (15) Business Days of delivery
of the relevant Costamare Option Notice. For the avoidance of doubt, no more than one Costamare Option Notice may be delivered
with respect to each SPV.


 


		3.8	In the event that Costamare exercises
                                         a Costamare Option in respect of an SPV:



 


		A.	prior
                                         to the relevant Shareholders having subscribed for and been issued with Shares in such
                                         SPV in accordance with clauses 3.4 or 3.5, the Board of that




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SPV shall adjust the number
of Shares to be subscribed for by each Shareholder and the required Shareholders’ respective capital contributions in the
Investment Notice for that SPV in accordance with the percentages set out in the Costamare Option Notice (by issuing the number
of Shares stipulated therein to Costamare Shareholder and the remaining number of Shares to the York Shareholder);


 


		B.	after
                                         the relevant Shareholders having subscribed for and paid for Shares in such SPV in accordance
                                         with clauses 3.4 or 3.5 (with the first payment made for, or in respect of, these Shares
                                         by the relevant York Shareholder being the “Initial Contribution”),
                                         then Costamare shall procure that the relevant Costamare Shareholder shall purchase,
                                         and York shall procure that the relevant York Shareholder shall sell, such number of
                                         the York Shareholder Shares in such SPV as required for such Costamare Shareholder to
                                         meet its respective percentage specified in the Costamare Option Notice, and at a purchase
                                         price equal to: the aggregate of the purchase price paid by the York Shareholder for
                                         such Shares and the proportion of any capital contributions (by way of equity injection,
                                         shareholder loans or otherwise) made by the York Shareholder into the relevant SPV corresponding
                                         to those Shares following the Initial Contribution.



 


		3.9	Unless otherwise agreed between
                                         the Parties, all subscriptions for Shares in an SPV shall be in cash and each Shareholder
                                         of an SPV shall subscribe at the same price per Share for such SPV.



 


		3.10	The Commitment Period shall terminate
                                         upon York serving notice to this effect on Costamare within ten (10) Business Days of
                                         York becoming aware that:



 


		A.	Costamare
                                         Shipping has been subject to a change of Control;



 


		B.	Mr.
                                         Konstantinos Konstantakopoulos ceases to be involved in the day to day operational activities
                                         of Costamare for a period exceeding 120 consecutive days; or



 


		C.	it
                                         has the right to terminate this Agreement pursuant to clause 18.3.



 


		3.11	The Commitment Period shall terminate
                                         upon Costamare serving notice to this effect on York within ten (10) Business Days of
                                         Costamare becoming aware that:



 


		A.	the
                                         York Funds (either any one of them or all of them together) no longer own all the interests
                                         in York;



 


		B.	any
                                         two of Mr. James Dinan, Mr. William Vrattos and Mr. Akbar Rafiq are no longer involved
                                         in the business decisions of York, Bluebird or the Fund Manager (or their respective
                                         successors, permitted assigns or permitted transferees), (provided however that a termination
                                         notice following Costamare’s becoming aware of the event described in this sub-paragraph
                                         B may only be served by Costamare on or after 15 May 2015); or



 


		C.	it
                                         has the right to terminate this Agreement pursuant to clause 18.3.




    	11



    	



    

		3.12	Subject always to clauses 3.10
                                         and 3.11, to the extent that in relation to an Investment Opportunity which has been
                                         approved in accordance with this Agreement any part of the acquisition price of the Vessel
                                         relating to such Investment Opportunity remains outstanding at the end of the Commitment
                                         Period, then, notwithstanding the end of the Commitment Period, the relevant Commitments
                                         required to be invested for the purposes of such Investment Opportunity shall be available
                                         or (if not yet contributed by the Shareholders) be contributed by the Shareholders for
                                         investment even after the end of the Commitment Period for as long as it is needed for
                                         the relevant Investment Opportunity to be completed.



 


	4.	Investment procedure




 


		4.1	Other than in relation to a Permitted
                                         Transaction under clause 16, within five (5) Business Days of presentation of an Investment
                                         Opportunity and the related Business Plan by Costamare, York will notify Costamare in
                                         writing if (i) it approves of the relevant Investment Opportunity and the relevant Business
                                         Plan, in which case the remaining of this clause 4 shall apply or (ii) it rejects the
                                         relevant Investment Opportunity and/or the relevant Business Plan, in which case clauses
                                         16.4 and 16.5 shall apply (but for the purposes of clause 16.4, it shall be deemed that
                                         the five (5) Business Days period provided therein has lapsed when York rejects the relevant
                                         Investment Opportunity under this clause 4.1).



 


		4.2	Within three (3) Business Days
                                         of approval of an Investment Opportunity and any Business Plan by York as set out in
                                         clause 4.1, the Parties shall promptly name the Shareholders to incorporate the SPV to
                                         implement the relevant Investment Opportunity and procure that such Shareholders shall:



 


		A.	proceed
                                         with the incorporation of the relevant SPV with Shares being issued to the relevant Shareholders
                                         in accordance with clause 3;



 


		B.	appoint
                                         in relation to such SPV a Board in accordance with the provisions of clause 5;



 


		C.	enter
                                         into a Shareholders’ Agreement;



 


		D.	procure
                                         that the relevant SPV’s constitutional documents reflect, to the extent permitted
                                         by law, the provisions of such Shareholders’ Agreement;



 


		E.	procure
                                         that the relevant SPV enters into a Management Agreement with Costamare Shipping and/or,
                                         if directed by Costamare in writing, V.Ships Greece Ltd.; and



 


		F.	if
                                         a Newbuild Vessel is to be acquired, procure that the relevant SPV enters into a Supervision
                                         Agreement with Costamare Shipping,



 


Provided however
that any of the actions set out above may be omitted in respect of an Investment Opportunity to the extent any such action has
been completed in connection with a previous non-finalised Investment Opportunity.


 


		4.3	As soon as possible after the matters
                                         set out in clause 4.2 being implemented, (a) the Board of the relevant SPV shall procure
                                         that such SPV enters into a definitive agreement with the relevant counterparty in connection
                                         with the relevant Investment




    	12



    	



    

			Opportunity in respect of which such
                                         SPV has been incorporated and (b) the Shareholders of such SPV or, as the context may
                                         require, the Board of such SPV shall prepare and/or obtain and/or provide any other documentation
                                         required for the execution of such Investment Opportunity as set out in its Business
                                         Plan.



 


		4.4	Within three (3) Business Days
                                         of the relevant definitive agreement being entered into by an SPV in accordance with
                                         clause 4.3, the Board of such SPV or, failing that, any Director of such SPV, shall issue
                                         such SPV’s first Investment Notice setting out the capital contribution of the
                                         relevant Shareholders and the timing of such contribution. The Parties agree that:



 


		A.	once
                                         the relevant SPV has been incorporated to acquire a Vessel:



 


		(i)	the
                                         first Investment Notice issued in respect of such SPV shall:



 


		(1)	be
                                         for the full amount of the first instalment of the acquisition price of such Vessel as
                                         set out in the Business Plan for such Vessel and which is not at the time of the relevant
                                         Investment Notice to be funded by funds other than the relevant Shareholders’ equity
                                         under this Agreement; and



 


		(2)	require
                                         that the relevant contributions are paid to such SPV not later than five (5) Business
                                         Days after the relevant notice is delivered to the Parties;



 


		(ii)	any
                                         subsequent Investment Notices in respect of such SPV shall:



 


		(1)	be
                                         for the full amount of the instalment of the acquisition price of such Vessel then due
                                         and for which no other Investment Notice has been issued and which is not at the time
                                         of relevant Investment Notice to be funded by funds other than the relevant Shareholders’
                                         equity under this Agreement; and



 


		(2)	require
                                         that the relevant contributions are paid to such SPV not later than two (2) Business
                                         Days after the relevant notice is delivered to the Parties;



 


		B.	in
                                         all other cases, any Investment Notice shall be issued by the relevant Board only and
                                         shall be in an amount and for a timing as such Board may unanimously agree; and



 


		C.	upon
                                         an Investment Notice being issued, the Parties shall procure that the relevant Shareholders
                                         shall capitalize the relevant SPV in a proportion pro rata to their respective shareholding
                                         in that SPV at the relevant time in accordance with the terms of this Agreement and the
                                         applicable Shareholders’ Agreement.



 


		4.5	In the event that a Shareholder
                                         fails to satisfy its required capital contribution pursuant to an Investment Notice (the
                                         “Non-Participating Shareholder”), within ten (10) Business Days of
                                         such failure, the other relevant Shareholder shall have the right, at its sole discretion
                                         and without prejudice to any rights it may have in respect of the




    	13



    	



    

Non-Participating
Shareholder’s failure to perform its obligations in respect of the relevant SPV:


 


		A.	to
                                         advance the corresponding amount in debt to the SPV, such advance to be subject to:



 


		(i)	carrying
                                         interest at the Default Interest Rate;



 


		(ii)	ranking
                                         ahead of any other Shareholder of such SPV or unsecured debt of such SPV; and



 


		(iii)	being
                                         repaid prior to any distributions being made to the Shareholders of such SPV in accordance
                                         with the terms of this Agreement and the relevant Shareholders’ Agreement; or



 


		B.	to
                                         terminate this Agreement in accordance with clause 18.3B; or



 


		C.	to
                                         do nothing in relation to such failure.



 


		4.6	Any capital contribution made to
                                         an SPV that has called for a Vessel acquisition and is not invested on or prior to thirty
                                         (30) days from the date of such capital contribution shall be returned to the relevant
                                         Shareholders within three (3) Business Days thereafter, unless the said Shareholders
                                         agree otherwise in writing. Any capital returned to the Shareholders in accordance with
                                         this clause shall not be distributed pursuant to clause 12.3.



 


	5.	OPERATION and governance OF EACH SPV




 


		5.1	An SPV will have no employees,
                                         other than the crew employed on its Vessel.



 


		5.2	Each SPV shall have a five (5)
                                         person Board of Directors (in respect of such SPV, the “Board”), made
                                         up of three York Directors and two Costamare Directors.



 


		5.3	The relevant York Shareholder shall
                                         have the right to appoint and maintain in office in each SPV, three York Directors.



 


		5.4	The relevant Costamare Shareholder
                                         shall have the right to appoint and maintain in office in each SPV, two Costamare Directors.



 


		5.5	Each of the Shareholders of an
                                         SPV shall procure that, at all times during the continuance of this Agreement, there
                                         shall be appointed by it and maintained in office as Directors the number of Directors
                                         set out in clauses 5.3 and 5.4 respectively. Each Shareholder of an SPV agrees not to
                                         appoint a Director under this clause 5 without the other Shareholder’s prior consent,
                                         unless the York Director to be appointed is an employee of the Fund Manager or the Costamare
                                         Director to be appointed is an employee of Costamare or the Manager. Save with the written
                                         consent of each of the Shareholders of an SPV, no Director of an SPV shall be appointed
                                         otherwise than pursuant to clause 5.3 or clause 5.4.



 


		5.6	Each Shareholder of an SPV shall
                                         have the right to remove any Director of an SPV appointed by it and appoint another Director
                                         in his place. Any such appointment or removal shall be effected by giving notice in writing
                                         (signed by a director or the




    	14



    	



    

secretary of
the Shareholder lodging the notice) to the secretary of the SPV at its registered office or at a Board meeting, and shall take
effect (subject to any contrary intention expressed in the notice) when the notice is so delivered.


 


		5.7	If a York Shareholder removes a
                                         York Director from his office, the York Shareholder shall be responsible for and shall
                                         indemnify the relevant Costamare Shareholder and the relevant SPV against any claim by
                                         such Director arising out of such removal, whether for unfair or wrongful dismissal or
                                         otherwise. The same provision shall apply, mutatis mutandis, if a Costamare Shareholder
                                         shall remove a Director appointed by it.



 


		5.8	The Board of each SPV shall procure
                                         that such SPV obtains a market-standard Directors’ and Officers’ insurance
                                         policy that would cover all members of the Board of such SPV for their entire time in
                                         office.



 


		5.9	The members of the Board of an
                                         SPV shall not be entitled to any remuneration in their capacity as Directors of such
                                         SPV or to any travel or other out-of-pocket expenses.



 


		5.10	The Chairman of the Board shall
                                         be appointed by the York Directors (and, for the avoidance of doubt, shall be a York
                                         Director), but shall not have a second or casting vote.



 


		5.11	A quorum of the Board of an SPV
                                         shall consist of two Directors, at least one of whom shall be a York Director of such
                                         SPV and at least one of whom shall be a Costamare Director of such SPV.



 


		5.12	Board meetings shall be held at
                                         least once every quarter and may be attended via telephone. At least five (5) Business
                                         Days’ written notice of a Board meeting of an SPV shall be given to each Director
                                         of such SPV, provided that a Board meeting of an SPV may be convened by giving not less
                                         than 48 hours’ notice if the interests of such SPV would be likely to be adversely affected
                                         to a material extent if the business to be transacted at such Board meeting were not
                                         dealt with as a matter of urgency, or on less than 48 hours’ notice if all Directors
                                         of the said SPV agree. An agenda identifying in reasonable detail the issues to be considered
                                         by the Directors of the relevant SPV at any such meeting (and copies of any relevant
                                         papers to be discussed at the meeting) shall be distributed in advance of the meeting
                                         to all such Directors not less than two (2) Business days prior to the date fixed for
                                         such meeting. In lieu of a quarterly board meeting provided for in this clause 5.12,
                                         the Directors may act with respect to any matters that may be addressed at such quarterly
                                         board meeting by execution and delivery of a unanimous written consent of the Board.



 


		5.13	Any Director may call a meeting
                                         of the Board on which he holds office with reasonable advance notice.



 


		5.14	The Board of each SPV shall have
                                         the sole authority to manage such SPV, except that all Manager Matters in respect of
                                         such SPV shall remain the responsibility of and at the discretion of the relevant Manager
                                         during its appointment, in accordance with the terms of the relevant Management Agreement
                                         relating to such SPV.



 


		5.15	Except for decisions concerning
                                         Excluded Matters and Manager Matters, the Board of an SPV shall unanimously decide on
                                         all issues governing the affairs of such SPV. Only the Excluded Matters in connection
                                         with an SPV shall require a simple majority




    	15



    	



    

vote of its
Board. The Manager Matters relating to an SPV shall be decided by the relevant Manager and not the Board of such SPV.


 


		5.16	With respect to each SPV, the
                                         Parties shall or, if applicable, shall procure that each Shareholder of such SPV shall
                                         use all reasonable endeavours to procure that its respective appointees to the Board
                                         of such SPV shall ensure (to the extent that they are able) that the said SPV operates
                                         in compliance with:



 


		A.	its
                                         Business Plan;



 


		B.	its
                                         Budget;



 


		C.	its
                                         Articles of Incorporation and by-laws;



 


		D.	the
                                         relevant Management Agreement or, if applicable, Management Agreements;



 


		E.	its
                                         Supervision Agreement, if any;



 


		F.	its
                                         Shareholders’ Agreement; and



 


		G.	this
                                         Agreement.



 


		5.17	The Shareholders of an SPV shall
                                         use all reasonable endeavours to ensure that their respective appointees as Directors
                                         shall attend each Board meeting of such SPV and to procure that a quorum (in accordance
                                         with the provisions of this Agreement and the relevant Shareholders’ Agreement)
                                         is present throughout each such meeting.



 


		5.18	In the event that a Director is
                                         of the opinion that there is a conflict between his fiduciary duties to the relevant
                                         SPV and his role as an appointed Director of a Shareholder of such SPV in voting on any
                                         particular matter being considered by the Board of such SPV, he may require that such
                                         matter is instead determined by the Shareholders of such SPV either in writing or at
                                         a meeting of the said Shareholders. In such circumstances the Directors of such SPV shall
                                         not be required to vote on that particular matter and shall await the determination of
                                         the Shareholders of such SPV, provided however that in respect of any Excluded Matter,
                                         the Shareholders of such SPV shall be voting in accordance with the same voting requirements
                                         applicable herein for such Excluded Matter.



 


		5.19	For the avoidance of doubt, the
                                         foregoing provisions of this clause 5 shall apply equally to each SPV, as if references
                                         to the Board, to a Board meeting, to a York Director and to a Costamare Director were
                                         references to the board of directors of such SPV, to a meeting of such board, to a director
                                         of such SPV appointed by the relevant York Shareholder and to a director of such SPV
                                         appointed by the relevant Costamare Shareholder respectively.



 


		5.20	The Parties will procure that
                                         the provisions of this Agreement are contained in the Shareholders’ Agreement for
                                         each SPV and each Party will exercise its voting rights (or procure the exercise of any
                                         voting rights within its direct or indirect control) in relation to the SPV to give effect
                                         to the corporate governance and other terms and requirements contained in this clause
                                         5.




    	16



    	



    

	6.	appointment of Auditors




 


		6.1	The Parties shall procure that
                                         each SPV shall appoint as its auditors Ernst & Young, Greece, but not any of its
                                         partners which is at the time of appointment acting for the Parent and its subsidiaries.



 


		6.2	The Parties shall procure that
                                         all SPVs appoint the same auditor.



 


	7.	EXCLUDED MATTERS




 


		7.1	The following matters shall be
                                         deemed Excluded Matters and decided upon a simple majority of the Board of the relevant
                                         SPV:



 


		A.	the
                                         sale of its Vessel to an independent third party at arm’s length terms, provided
                                         always that the period for Costamare exercising the Costamare Option or, as the case
                                         may be, the Costamare Split Right for such SPV, has expired (being the 10 Business Days
                                         Periods referred to in clause 8.1 and any applicable subsequent period, to the extent
                                         Costamare has (or is deemed to have) elected to exercise its Split Right), or the Option
                                         Right has been cancelled or terminated (in each case, in accordance with this Agreement
                                         and the Omnibus Agreement), and that the following procedure is applied in the order
                                         set out below prior to any such decision being resolved:



 


		(i)	first,
                                         upon the relevant York Shareholder’s transmittal of written notice (the “Sale
                                         Notice”) to the relevant Costamare Shareholder of its intent to demand that
                                         the Board of the relevant SPV procures the sale (the “Relevant Sale”)
                                         of its Vessel (the “Relevant Vessel”), the relevant Costamare Shareholder
                                         shall have five (5) Business Days to accept or reject the Sale Notice (the “Sale
                                         Notice Period”);



 


		(ii)	second,
                                         if the relevant Costamare Shareholder rejects the Sale Notice or the Sale Notice Period
                                         lapses without response, then the Shareholders of the relevant SPV and, if applicable,
                                         the Parties shall work together for fifteen (15) Business Days following the earlier
                                         of the rejection of the Sale Notice and the end of the Sale Notice Period (the “Replacement
                                         Value Period”) to determine, to the extent possible and taking into account
                                         the parameters set forth in clause 7.2, the number of York Shareholder Shares in one
                                         or more of the remaining SPVs to be transferred to the relevant Costamare Shareholder
                                         (the “Relevant Shares”) in exchange for its Shares in such SPV; and



 


		(iii)	third,
                                         if the Replacement Value Period lapses without the relevant Shareholders and, if applicable,
                                         the Parties agreeing the Relevant Shares in accordance with clause 7.1A(ii), then the
                                         Costamare Split Right under clause 8.1C shall be deemed as having been exercised by Costamare
                                         on the last day of the Replacement Value Period (without any action required on the part
                                         of Costamare), unless the Parties agree otherwise in writing;



 


		B.	the
                                         termination of its Management Agreement in accordance with its terms for cause (as such
                                         term is defined in the Management Agreement); and




    	17



    	



    

		C.	the
                                         liquidation, dissolution or winding up of the affairs of such SPV in connection with
                                         the sale of its Vessel in accordance with clause 7.1A.



 


		7.2	For purposes of determining the
                                         Relevant Shares, the Shareholders of the relevant SPV and, if applicable, the Parties
                                         will:



 


		A.	attempt
                                         to allocate to the relevant Costamare Shareholder in the order set out below:



 


		(i)	first,
                                         York Shareholder Shares in any SPVs owning Sister Vessels to the Relevant Vessel; and



 


		(ii)	second,
                                         if there are no more York Shareholder Shares in SPVs owning Sister Vessels to allocate
                                         as per paragraph (i) above, York Shareholder Shares in any other SPVs;



 


		B.	take
                                         into account, among other things:



 


		(i)	the
                                         market value of the Relevant Vessel and of any other Vessel owned by an SPV the Shares
                                         of which form part of the Relevant Shares (the “Other Relevant Vessels”),
                                         in each case as determined by a valuation obtained by an independent and reputable third-party
                                         ship valuer jointly appointed by the Parties (each such valuation to take into account
                                         the value of any charter or other employment agreement of the relevant Vessel in excess
                                         of twelve months at the time such valuation is obtained (without taking into account
                                         any options of the charterer of the Relevant Vessel to extend contained therein));



 


		(ii)	the
                                         counterparty risk of the charterer of the Relevant Vessel and of the Other Relevant Vessels;
                                         and



 


		(iii)	the
                                         liabilities and/or any other assets of all relevant SPVs.



 


		7.3	If the Costamare Split Right is
                                         deemed to have been exercised pursuant to clause 7.1A(iii) or is otherwise validly exercised
                                         in accordance with clause 8, the Board of an SPV shall not be entitled to resolve upon
                                         a simple majority for the sale of its Vessel.



 


		7.4	If the Shareholders of the relevant
                                         SPV and, if applicable, the Parties agree the Relevant Shares in connection with a Relevant
                                         Sale, such Relevant Sale shall not take place prior to all steps necessary for such Relevant
                                         Shares to be transferred to the relevant Costamare Shareholder or as Costamare may otherwise
                                         direct have been completed.



 


		7.5	The Parties will procure that the
                                         provisions of clauses 7.1, 7.2, 7.3 and 7.4 are contained in the Shareholders Agreement
                                         for each SPV.



 


	8.	split of the JV Fleet




 


		8.1	Notwithstanding clause 7.1, the
                                         Parties agree that:




    	18



    	



    

		A.	at
                                         any time that Costamare has the right to terminate this Agreement pursuant to clause
                                         18.2;



 


		B.	on
                                         the Fourth Anniversary;



 


		C.	at
                                         any time that a Replacement Value Period lapses without the Shareholders of the relevant
                                         SPV and, if applicable, the Parties, reaching agreement on the Relevant Shares in respect
                                         of a Relevant Sale; or



 


		D.	at
                                         any time that Costamare has the right to terminate this Agreement pursuant to clause
                                         18.3,



 


Costamare will
have ten (10) Business Days from:


 


		(i)	in
                                         the case of clause 8.1A, the right under clause 18.2 accruing;



 


		(ii)	in
                                         the case of clause 8.1B, the Fourth Anniversary;



 


		(iii)	in
                                         the case of clause 8.1C, the last day of the relevant Replacement Value Period;



 


		(iv)	in
                                         the case of clause 8.1D and in the event clause 18.3A applies, becoming aware of the
                                         right to terminate under clause 18.3A;



 


		(v)	in
                                         the case of clause 8.1D and in the event clause 18.3B applies, the right under clause
                                         18.3B accruing; or



 


		(vi)	in
                                         the case of clause 8.1D and in the event clause 18.3C applies, the right under clause
                                         18.3C accruing,



 


to elect
to divide the JV Fleet in accordance with clauses 8.2 and 8.3 (the “Costamare Split Right”). For the avoidance
of any doubt, in the event clause 7.1A(iii) is triggered, the Costamare Split Right shall be deemed as having been exercised by
Costamare on the last day of the Replacement Value Period (without any action required on the part of Costamare and without the
need for the ten (10) Business Days provided for in this clause to elapse). Also, for the avoidance of doubt, each Party shall
be taking 100 percent ownership of its allocated SPV/Vessel after the allocation steps described in clause 8.3.


 


		8.2	Costamare shall have forty five
                                         (45) days from the date it exercises the Costamare Split Right within which to prepare
                                         a proposal for consideration by York, specifying the value of each parcel and of each
                                         Vessel in such parcel (on terms consistent with clause 7.2B) (the “Split Proposal”).
                                         If Costamare fails to deliver to York the Split Proposal within such period, then the
                                         Board of each SPV shall be entitled to resolve the sale of its Vessel to an unrelated
                                         third party and on arm’s length terms, upon simple majority and without any further
                                         delay. Following delivery of the Split Proposal by Costamare to York, York shall then
                                         have forty five (45) days within which to respond to Costamare’s proposal and,
                                         in the case of clause 8.3B, choose a parcel. If York fails within such period to:



 


		A.	respond
                                         in respect of Costamare’s allocation pursuant to clause 8.3A, York shall be deemed
                                         to have accepted such allocation; and




    	19



    	



    

		B.	choose
                                         a parcel under clause 8.3B within the above period Costamare may choose which parcel
                                         York is to receive.



 


		8.3	In preparing the Split Proposal,
                                         Costamare shall apply the following procedure:



 


		A.	First,
                                         with respect to Vessels of same characteristics (i.e., vessels of same type, same year
                                         of construction, and with similar nature of charter and charterer) (together the “Sister
                                         Vessels” and each a “Sister Vessel”), Costamare will propose
                                         a split of such Sister Vessels in two parcels, each parcel to be prepared on the basis
                                         of the relevant Shareholders’ relevant cumulative percentage of shareholding in
                                         the SPVs owning the Sister Vessels to be split pursuant to this clause. To the extent
                                         that any Sister Vessel cannot be allocated in full as per this clause 8.3A to a parcel
                                         (such Sister Vessel, shall be referred to as the “Unallocated Sister Vessel”),
                                         the relevant Shareholders’ shareholding in the relevant SPV shall not be taken
                                         into account in deciding the split of the Sister Vessels under this clause 8.3A and Costamare
                                         shall include the Unallocated Sister Vessel in the parcels to be prepared in accordance
                                         with the principles set out in clause 8.3B.



 


		B.	Second,
                                         with respect to any Vessels that are not Sister Vessels or are an Unallocated Sister
                                         Vessel (together the “Remaining Vessels”), Costamare shall divide
                                         them in two parcels as most nearly reflect a fifty percent share of the Remaining Vessels
                                         at the time, both in terms of value and type of Vessel and nature of charter and charterer.



 


		8.4	To the extent that the value of
                                         the relevant percentage shareholding of the York Shareholders (the “York Shareholding”)
                                         or the Costamare Shareholders (the “Costamare Shareholding”), respectively,
                                         in the Remaining Vessels at the time (as if all SPVs owning Remaining Vessels at the
                                         time were held by a holding company and the Shareholders of each SPV were holding their
                                         share in the SPVs through such holding) is in excess of the value of the parcel that
                                         such Shareholders (the “reduced Shareholders”) are to receive pursuant
                                         to this clause 8.3B (the “excess value”), the other Shareholders (the
                                         “increased Shareholders”) shall in their sole discretion:



 


		(i)	either
                                         pay to the reduced Shareholders an additional cash consideration in United States Dollars
                                         equal to the excess value (the “Cash Balancing Payment”); or



 


		(ii)	satisfy
                                         the Cash Balancing Payment in kind by transferring to the reduced Shareholders ownership
                                         of a Vessel or Vessels of value equal to the Cash Balancing Payment and verified by an
                                         independent ship valuer appointed jointly by the Parties (the “In-Kind Balancing
                                         Payment”), provided however that any such transfer to effect an In-Kind Balancing
                                         Payment shall not result in the reduced Shareholder owning less than 100% of any Vessel
                                         or any Vessel-owning entity; or



 


		(iii)	satisfy
                                         the Cash Balancing Payment partly in cash and party by an In-Kind Balancing Payment (the
                                         “Mixed Balancing Payment”, and together with the Cash Balancing Payment
                                         and the In-Kind Balancing Payment, the “Balancing Payments” and each
                                         a “Balancing Payment”), provided however that any Mixed Balancing
                                         Payment




    	20



    	



    

shall not
result in the reduced Shareholder owning less than 100% of any Vessel or any Vessel-owning entity.


 


		8.5	In the event that there is to be
                                         a split of the JV Fleet at the time in accordance with clause 8.1, then the Parties will
                                         promptly upon (and in any event within thirty days of) determination of which parcel
                                         each Party is to receive under clauses 8.1 and 8.3, procure that the relevant Shareholders
                                         complete such Share transfers as are required to ensure that after such transfers each
                                         Party or its nominees owns one hundred percent (100%) of the SPVs of the Vessels allocated
                                         to it and any Balancing Payments required under clause 8.4 shall be made.



 


		8.6	Following the exercise by Costamare
                                         of the Costamare Split Right under clause 8.1, the Costamare Shareholders shall continue
                                         to be entitled to receive distributions pursuant to clause 12.3 attributed to the Costamare
                                         Incentive Allocations from the SPVs of the Vessels which have been allocated to York
                                         pursuant to this clause 8, always up to the Costamare Shareholding and until the earlier
                                         of (i) the sale to an unrelated third party on arm’s length terms of the last of
                                         the Vessels which have been allocated to York pursuant to this clause 8 and (ii) the
                                         Fourth Anniversary. If York sells a Vessel it has been allocated in accordance with the
                                         terms of this clause 8 prior to the Fourth Anniversary, the value of such Vessel for
                                         the purpose of calculating the Parties’ entitlements to distributions pursuant
                                         to clause 12.3 will be the purchase price provided for such Vessel in the relevant sale
                                         contract. To the extent that York fails to sell a Vessel it has been allocated in accordance
                                         with the terms of this clause 8 by the Fourth Anniversary, such Vessel shall be deemed
                                         as being sold to a third party on the Fourth Anniversary (a “Deemed Sale”)
                                         and the value of such Vessel for the purpose of calculating the Parties’ entitlements
                                         to distributions pursuant to clause 12.3 in respect of a Deemed Sale shall be the market
                                         value of such Vessel on the Fourth Anniversary as determined by an independent ship valuer
                                         (on terms consistent with clause 7.2B(i)) appointed jointly by the Parties for such purpose
                                         at the time.



 


		8.7	Subject always to this Agreement
                                         being terminated pursuant to clause 18.2B, in the event that following the exercise of
                                         a Costamare Split Right, more Vessels are acquired by SPVs under this Agreement (such
                                         Vessels, the “post split Vessels”), the provisions of clauses 8.1,
                                         8.2, 8.3, 8.4, 8.5 and 8.6 shall continue to apply for any such post split Vessels.



 


	9.	FINANCIAL MATTERS




 


		9.1	The Parties agree that an SPV,
                                         in addition to the proceeds of the subscriptions for Shares referred to in clause 3,
                                         shall use reasonable endeavours to obtain finance by way of commercial borrowing from
                                         third parties on an arm’s length basis for working capital, acquisition of Vessel
                                         or other purposes, in accordance with its Business Plan or Budget.



 


		9.2	No Shareholder shall pledge, charge,
                                         create a mortgage or otherwise encumber its Shares in an SPV (other than pursuant to
                                         a floating charge granted over its entire assets and undertaking).



 


		9.3	No Shareholder shall enter into
                                         any derivative arrangements pursuant to which it transfers some or all of the economic
                                         rights attaching to its Shares in an SPV or is required to make payments calculated by
                                         reference to the returns generated by the economic rights attaching to its Shares in
                                         an SPV.




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		9.4	The Parties will procure that the
                                         provisions of this clause 9 are contained in the Shareholders’ Agreement for each
                                         SPV.



 


	10.	ACCOUNTING MATTERS




 


		10.1	The Parties shall procure that
                                         each SPV shall at all times maintain accurate and complete accounting and other financial
                                         records in accordance with the requirements of all applicable laws and US GAAP.



 


		10.2	In addition to the information
                                         required by clause 11.4, the Board shall procure that each SPV shall prepare and deliver
                                         (or cause to be prepared and delivered) to its respective Shareholders:



 


		A.	unaudited
                                         financial statements of that SPV in respect of each quarter, without accompanying notes,
                                         in a format agreed by the relevant Shareholders within 60 days of the end of the quarter
                                         in question;



 


		B.	a
                                         monthly cash flow statement in a form agreed by the relevant Shareholders within 15 days
                                         of the end of the month in question;



 


		C.	audited
                                         financial statements of that SPV in respect of each fiscal year within 120 days of the
                                         end of such fiscal year; and



 


		D.	such
                                         other information in relation to the financial position and affairs of that SPV as each
                                         Shareholder may from time to time reasonably require.



 


		10.3	Each SPV shall have a financial
                                         year ending on 31 December.



 


		10.4	Each Shareholder of an SPV and
                                         its authorised representatives shall be allowed access at all reasonable times to examine
                                         the books and records of such SPV.



 


		10.5	Each Shareholders of an SPV shall
                                         have the right to arrange or conduct an audit or review of any financial information
                                         relating to such SPV (at such Shareholder’s own cost) at any time during the course
                                         of a financial year.



 


		10.6	The Parties will procure that
                                         the provisions of this clause 10 are contained in the Shareholders’ Agreement for
                                         each SPV.



 


	11.	budget and business plan




 


		11.1	Each time an Investment Opportunity
                                         is presented pursuant to clause 2.1, Costamare shall also prepare a Business Plan in
                                         relation to such Investment Opportunity in the form set out in Schedule 2 and deliver
                                         the same to York in accordance with the provisions of clause 4.1.



 


		11.2	Once an SPV has been incorporated
                                         and a Vessel has been acquired, Costamare shall procure that the relevant Manager prepares
                                         a Budget for each financial year in relation to such SPV and its Vessel (starting from
                                         the calendar year the relevant Vessel is acquired) in the form set out in Schedule 3.
                                         The first Budget of an SPV shall be submitted to the Board of such SPV no later than
                                         the commencement of operations of the Vessel of such SPV, and shall require approval
                                         by way of a unanimous vote of the relevant Board. Each subsequent Budget of an SPV shall
                                         be submitted not later than




    	22



    	



    

60 days before
the commencement of the financial year for which the relevant Budget has been prepared for and shall also require approval by
way of unanimous vote of the relevant Board.


 


		11.3	Costamare shall also procure that
                                         the relevant Manager prepares when necessary a variance report on the then current Budget
                                         of the relevant SPV (indicating the actual current position of such SPV (accepting that
                                         such information is not prepared to an audit standard) in relation to each line item
                                         of such Budget) on a quarterly basis during each financial year. Any such variance report
                                         shall be submitted to the Board of such SPV as soon as it is available. Within 14 days
                                         of receipt of the relevant variance report, any Director shall be entitled to request
                                         such further information as may reasonably be required to enable him or her to reach
                                         an informed view as to the content, reasonableness and prudence of the variance report
                                         in question.



 


		11.4	The Board of each SPV will regularly
                                         review the Budget for such SPV during the course of the financial year of such SPV. Each
                                         Board may propose changes to the Budget relevant to it during the course of the relevant
                                         financial year, any such changes shall require approval by way of a unanimous vote of
                                         the relevant Board. The Parties agree that the relevant Manager may revise the Budget
                                         of a Vessel at any time, provided that Costamare furnishes to the Board of the relevant
                                         SPV a revised Budget for such Vessel, as soon as practicable after the relevant revisions
                                         are determined by the relevant Manager.



 


		11.5	The provisions of clause 30 shall
                                         be deemed incorporated mutatis mutandis in any Business Plan or Budget delivered
                                         under this Agreement and the person preparing any such Business Plan or Budget shall
                                         bear no responsibility whatsoever to any SPV, their respective Shareholders, the Parties
                                         or otherwise.




    	23



    	



    

	12.	DISTRibutions




 


		12.1	Unless otherwise determined by
                                         unanimous consent of the Board of an SPV, upon the sale or total loss of its Vessel,
                                         the relevant SPV shall declare and pay a cash dividend to its Shareholders as soon as
                                         reasonably practicable, and in any event within thirty (30) days after receipt of the
                                         relevant sale or insurance proceeds, equal to the maximum amount permitted by law after
                                         the Board deducts from the said proceeds all actual and contingent liabilities of such
                                         SPV at the time. Any other income of an SPV, net of reasonable reserves to be established
                                         by a unanimous decision of the Board, will be distributed to its Shareholders on the
                                         basis of such Shareholders’ agreement regarding dividend policy at the time of
                                         incorporating such SPV.



 


		12.2	The Parties will establish a committee
                                         consisting of one appointee by each Party that will supervise any distribution of dividends
                                         or any other payments by an SPV to its Shareholders (the “Distributions Committee”).
                                         For purposes of calculating such distributions, the Distributions Committee will aggregate
                                         the financial results of all SPVs and will maintain an aggregate IRR calculation for
                                         the entire Business and all SPVs.



 


		12.3	For all purposes, distributions
                                         from all SPVs (including all net proceeds received by the Shareholders from a Strategic
                                         Transaction (whether in cash or deemed as realised in cash) in accordance with clause
                                         12.6) will be aggregated and distributions will be made as follows:



 


		A.	First,
                                         one hundred percent (100%) to the Shareholders on a pro rata basis until they have received
                                         an amount equal to their total drawn down and invested Commitments;



 


		B.	Second,
                                         one hundred percent (100%) to the Shareholders on a pro rata basis until they have received
                                         a return equal to ten percent (10%) Internal Rate of Return (the “First Preferred
                                         Return”) on their total drawn down and invested Commitments;



 


		C.	Third,
                                         with respect to any distributions after the First Preferred Return has been met and up
                                         to the Shareholders receiving a return equal to fifteen percent (15%) Internal Rate of
                                         Return on their total drawn down and invested Commitments (the “Second Preferred
                                         Return”), ninety percent (90%) to all the Shareholders on a pro rata basis
                                         and ten percent (10%) to the Costamare Shareholders (the “Costamare First Step
                                         Incentive Allocation”) on a pro rata basis;



 


		D.	Fourth,
                                         with respect to any distributions after the Second Preferred Return has been met and
                                         up to the Shareholders receiving a return equal to twenty percent (20%) Internal Rate
                                         of Return on their total drawn down and invested Commitments (the “Third Preferred
                                         Return”), eighty-two and a half percent (82.5%) to all the Shareholders on
                                         a pro rata basis and seventeen and a half percent (17.5%) to the Costamare Shareholders
                                         (the “Costamare Second Step Incentive Allocation”) on a pro rata basis;



 


		E.	Fifth,
                                         with respect to any distributions after the Third Preferred Return has been met and up
                                         to the Shareholders receiving a thirty-five percent (35%) Internal Rate of Return on
                                         their total drawn down and invested Commitments




    	24



    	



    

(the “Fourth
Preferred Return”), eighty percent (80%) to all the Shareholders on a pro rata basis and twenty percent (20%) to the
Costamare Shareholders (the “Costamare Third Step Incentive Allocation”) on a pro rata basis; and


 


		F.	Finally,
                                         with respect to any distributions after the Fourth Preferred Return has been met (the
                                         “Fifth Preferred Return”; and, together with the Second Preferred
                                         Return, the Third Preferred Return and the Fourth Preferred Return, the “Preferred
                                         Returns”), seventy percent (70%) to all the Shareholders on a pro rata basis
                                         and thirty percent (30%) to the Costamare Shareholders (the “Costamare Fourth
                                         Step Incentive Allocation”, and together with the Costamare First Step Incentive
                                         Allocation, Costamare Second Step Incentive Allocation, and Costamare Third Step Incentive
                                         Allocation, the “Costamare Incentive Allocations”) on a pro rata basis.



 


		12.4	The Parties will procure that
                                         the Shareholders and Directors of each SPV will take all necessary steps to ensure that
                                         the Costamare Incentive Allocations are properly allocated to the relevant Costamare
                                         Shareholders and that distributions to the relevant Costamare Shareholders in respect
                                         of the Costamare Incentive Allocations are paid simultaneously with any distributions
                                         paid to Shareholders in respect of their Preferred Returns.



 


		12.5	Except as otherwise expressly
                                         provided herein, without the unanimous approval of the Board of an SPV, no distribution
                                         shall be made in any form other than cash prior to the dissolution of such SPV.



 


		12.6	In the event that a Strategic
                                         Transaction is consummated, the net proceeds of such Strategic Transaction, after payment
                                         of all reasonable and documented fees and expenses incurred in connection with it, shall
                                         be distributed pursuant to clause 12.3. When as part of the consideration payable under
                                         a Strategic Transaction the York Shareholders do not receive cash for some or all of
                                         their Shares, the remaining shares held by the York Shareholders (or their substitutes
                                         pursuant to clause 15.2) in the case of a Public Offering or the shares or units in any
                                         listed entity received by the York Shareholders as part of the sale consideration (if
                                         the parties agree for the consideration not to be wholly in cash) in the case of any
                                         other Strategic Transaction, shall, in each case, be treated as being realised at the
                                         average of the closing price of such shares or units on the primary exchange on which
                                         they are listed for the ten trading days following such listing or other transaction,
                                         and shall be considered as a distribution under clause 12.3 together with any distributions
                                         made in respect of these shares or units held by the Shareholders (or any of their substitutes
                                         pursuant to clause 15.2) in the listed entity and any cash that the York Shareholders
                                         may have received due to such Public Offering or other Strategic Transaction. To the
                                         extent that a payment attributed to the Costamare Incentive Allocations (the “Payment”)
                                         is due to the Costamare Shareholders under clause 12.3 after such Public Offering or
                                         other Strategic Transaction and any deemed realisation, then York and/or the York Shareholders
                                         shall make a “fraction” of such Payment in cash and the remainder of such
                                         Payment shall be made in shares of the relevant listed entity immediately after the end
                                         of the ten trading days following such listing or, as the case may be, such other transaction,
                                         whereupon York and/or the York Shareholders shall deliver to Costamare or to its order
                                         such number of shares or units as their value equals such remainder. The Parties agree
                                         to procure that the Parties and all Shareholders at the time shall take whatever steps
                                         are required for the provisions of this clause 12.6 to be




    	25



    	



    

given full effect.
For the purposes of this clause “fraction” shall mean (i) in the case of a Public Offering, a fraction having as numerator
the number of shares sold by the York Shareholders in the relevant Public Offering and as denominator the number of shares held
by the York Shareholders immediately prior to such Public Offering being consummated and (ii) in the case of any other Strategic
Transaction where part of the consideration is paid in shares and/or units of a listed entity, a fraction having as numerator
the value of the shares and/or units received by the York Shareholders in relation to such Strategic Transaction and as denominator
the aggregate of the value of the shares and/or units and the cash received by the York Shareholders in relation to such Strategic
Transaction.


 


		12.7	Each time the Costamare Split
                                         Right is exercised pursuant to clause 8.1, the provisions of clause 8.6 shall apply as
                                         regards any payments to be made to the relevant Shareholders under clause 12.3, including
                                         any payments attributed to the Costamare Incentive Allocations, and such payments shall
                                         be made, as applicable, either at the time of the sale of a Vessel or at the time of
                                         the Deemed Sale of a Vessel.



 


		12.8	On an annual basis following the
                                         termination of the Commitment Period, as well upon completion of a Strategic Transaction
                                         or termination of this Agreement, the Parties shall determine whether on an aggregate
                                         basis taking into account all amounts realised and distributed, they have received the
                                         correct amounts pursuant to clause 12.3, including with respect to any amounts owed to
                                         Costamare Shareholders pursuant to the Costamare Incentive Allocations, and if there
                                         has been any overpayment the Shareholders receiving such overpayment shall make such
                                         payments to the other Shareholders, as are required to ensure that after receipt of such
                                         payments each Shareholder has on an aggregate basis received the amounts it should have
                                         received under clause 12.3.



 


		12.9	Notwithstanding anything to the
                                         contrary contained herein but always subject to clauses 12.7 and 12.8, no Distribution
                                         shall be made if, after giving effect to the Distribution, (i) the relevant SPV would
                                         not be able to pay its debts as they become due in the usual course of business; or (ii)
                                         such Distribution is otherwise contrary to applicable law.



 


	13.	TAXATION




 


		13.1	The Parties agree that each SPV
                                         shall be incorporated in the Republic of the Marshall Islands for so long as they may
                                         lawfully do so, subject to contrary tax advice.



 


		13.2	The Board of each SPV shall procure
                                         that, to the extent possible, the auditors appointed pursuant to clause 6.1 shall be
                                         instructed for and on behalf of each SPV to (i) determine whether such SPV shall be treated
                                         as a “passive foreign investment company” for purposes of the United States
                                         Internal Revenue Code of 1986, as amended (the “Code”) and (ii) facilitate
                                         a Shareholder in seeking to make and maintain a valid qualified electing fund election
                                         (within the meaning of Section 1295 of the Code) for such SPV characterised as a passive
                                         foreign investment company (within the meaning of Section 1297 of the Code).



 


		13.3	The Parties agree that, to the
                                         extent requested by any Shareholder, the Board of each SPV shall make on behalf of the
                                         SPV a protective “check-the-box” election to classify the SPV as a corporation
                                         for U.S. tax purposes, provided that any request by




    	26



    	



    

Costamare
for the Board of an SPV to make an election to classify such SPV as a partnership for U.S. tax purposes shall prevail.


 


	14.	TRANSFER OF SHARES




 


		14.1	Save as permitted by this clause,
                                         no Shareholder shall sell, transfer, or otherwise dispose of any Share, or any interest
                                         in any Share (including any voting right attached to it), enter into any agreement in
                                         respect of the votes attaching to any Share or enter into any agreement, conditional
                                         or otherwise, to do any of the foregoing. The SPV shall procure that the Board declines
                                         to approve for registration any transfer of Shares which does not comply with the provisions
                                         of this clause 14.



 


		14.2	Subject always to clause 14.3,
                                         a Shareholder (the “Transferor”) may sell, transfer or otherwise dispose
                                         of any of its Shares:



 


		A.	to
                                         an Affiliate of the Transferor (subject to clauses 14.4 and 14.5); or



 


		B.	to
                                         any person with the written consent of the other Shareholder.



 


		14.3	It shall be a condition of any
                                         allotment, issue or transfer of a Share in an SPV or any interest therein to a person
                                         who is not a party to this Agreement that such person (the “Transferee”)
                                         shall duly adhere to and become a party to the Shareholder Agreement of such SPV (as
                                         a Shareholder of such SPV) by executing a deed of adherence to the Shareholder Agreement,
                                         and the relevant SPV shall not register the Transferee or otherwise admit such Transferee
                                         as a Shareholder of such SPV unless and until such deed of adherence has been so executed
                                         by the Transferee to the reasonable satisfaction of the Parties to this Agreement.



 


		14.4	Where a Shareholder (the “Original
                                         Shareholder”) has transferred Shares to an Affiliate pursuant to clause 14.2A,
                                         such Affiliate shall, if it ceases to be an Affiliate of the Original Shareholder, be
                                         obliged, as soon as practicable and in any case within five (5) Business Days after such
                                         cessation, to transfer its Shares in the SPV back to the Original Shareholder (or, if
                                         the Original Shareholder so notifies the SPV, to any continuing Affiliate of such Original
                                         Shareholder). As security for such obligation, each Affiliate which becomes a Shareholder
                                         irrevocably appoints the SPV (which accepts such appointment) as its attorney to execute
                                         any such transfer on its behalf (whether as transferor or transferee) at such consideration
                                         as the relevant Original Shareholder shall notify to the relevant SPV. In order that
                                         such SPV is able to monitor whether any obligations arise in relation to this clause
                                         14.4, each Affiliate which has become a Shareholder shall notify the relevant SPV and
                                         the other Shareholders of such SPV forthwith if it ceases to be an Affiliate of the Original
                                         Shareholder or if its Transferee ceases to be an Affiliate of it, and the relevant Original
                                         Shareholder shall each provide the SPV and other Shareholders with such evidence as may
                                         be reasonably required to ensure that no obligations have arisen in relation to it pursuant
                                         to this clause 14.4.



 


		14.5	Where an Affiliate has acquired
                                         Shares pursuant to a transfer (or subsequent transfer or a series of transfers) under
                                         clause 14.2A, the relevant Shareholder of whom the Transferee is an Affiliate shall remain
                                         liable for the performance by such Affiliate of its obligations under this Agreement
                                         and/or the relevant Shareholders’ Agreement, in the event that such Affiliate fails
                                         to perform any of them, as if such failure were its own.




    	27



    	



    

		14.6	Clause 14 shall not apply to any
                                         procedure pursuant to clause 8.



 


		14.7	The Parties will procure that
                                         the provisions of this clause 14 are contained in the Shareholders’ Agreement of
                                         each SPV.



 


	15.	strategic transaction




 


		15.1	In connection with any proposed
                                         Strategic Transaction and to the extent necessary to facilitate such Strategic Transaction,
                                         the Parties may mutually agree to: (1) form a corporation (the assets of which would
                                         consist of interests in the SPVs) or amend this Agreement to provide for a conversion
                                         in accordance with the relevant laws of the SPVs to a corporation or such other capital
                                         structure as the Parties may determine; (2) distribute equity interests in the resulting
                                         company to the relevant Shareholders at the time in percentage interests consistent with
                                         such Shareholders’ respective interests in the SPVs; (3) form a subsidiary
                                         holding company and distribute its shares to the Parties; (4) move the SPVs or any successors
                                         to another jurisdiction to facilitate any of the foregoing; or (5) take such other steps
                                         as the Parties deem necessary to create a suitable vehicle for a Strategic Transaction,
                                         in each such case in accordance with the relevant laws of the SPVs, and in each case
                                         for the express purpose of a Strategic Transaction.



 


		15.2	If the Parties undertake Strategic
                                         Transaction pursuant to clause 15.1, the Parties shall take such actions as may be reasonably
                                         required and otherwise cooperate in good faith with the relevant Shareholders and the
                                         Boards of the SPVs in connection with consummating the Strategic Transaction and to take
                                         any other actions required in order to effectuate the Strategic Transaction.



 


		15.3	For the avoidance of doubt, no
                                         Strategic Transaction can be pursued unless the Parties and the relevant Shareholders
                                         at the time agree in writing that such Strategic Transaction may be pursued.



 


	16.	EXCLUSIVITY, NON-COMPETE and Non-solicitation




 


		16.1	The Parties’ relationship
                                         with respect to the Business will be on an exclusive basis during the Commitment Period
                                         and neither York and the York Shareholders nor Costamare and the Costamare Shareholders
                                         will be permitted to acquire Vessels in the container industry, whether directly or indirectly,
                                         whether alone or with any other partner or co-investor during the Commitment Period other
                                         than in accordance with this Agreement, provided however, that nothing in this
                                         Agreement shall be interpreted to preclude: (i) the Parties from investing in Non-Controlling
                                         Equity Stakes of other container shipping companies (unless such investment is done in
                                         the form of arrangements of the nature described in the Background Section of this Agreement)
                                         or (ii) York or any of its Affiliates from investing in the debt of other container shipping
                                         companies or any other person (whether or not as part of a loan-to-own strategy or with
                                         the aim to enter into debt-to-equity swaps or other forms of debt or capital restructuring
                                         of that business or person and the entry into any related transactions) (with each of
                                         the investments described in (i) and (ii) being, a “Permitted Transaction”);
                                         or (iii) any member of the Group of the Parent acquiring a Vessel owned (in accordance
                                         with the terms of this Agreement) by another member of the Group of the Parent or (iv)
                                         any member of the Group of York acquiring a Vessel owned (in accordance with the terms
                                         of this Agreement) by another member of the




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Group of York
(with each of the investments described in (iii) and (iv) being, an “In-house Transaction”).


 


No Party shall
be in breach of (or subject to the terms of) this clause 16 or be otherwise in breach of (or subject to the terms of) this Agreement,
where it acquires an interest in a Vessel or relevant SPV: (i) upon enforcement of security or in satisfaction of a judgment;
(ii) following the exercise or realisation of any of its rights as a creditor to a business or any person (including, without
limitation, by way or, or as a result of, debt-to-equity swaps; loan-to own-strategies or any other form of debt or capital restructuring);
or (iii) by way of any other arrangement or transaction having a similar effect, but in the cases of (ii) and (iii) subject to
clause 16.2.


 


		16.2	Subject to clause 16.6, if, as
                                         a result of the exercise or realisation of any of its rights as a creditor to a business
                                         or any other person (including, without limitation, by way or, or as a result of, debt-to-equity
                                         swaps, loan-to-own strategies or any other form of debt or capital restructuring or any
                                         other arrangement or transaction having a similar effect), York acquires one or more
                                         Vessels or a Controlling Equity Stake in a Container Entity, York shall provide a notice
                                         to Costamare (the “Offer Notice”) within 7 Business Days following
                                         the transfer of title in all such Vessels or Controlling Equity Stake to York, proposing
                                         that all such Vessels or Controlling Equity Stake shall be acquired from York by the
                                         Business at the Relevant Price (as defined in clause 16.4).



 


		16.3	Costamare shall have the right,
                                         at its sole discretion, to determine whether or not the Business should acquire the Vessel(s)
                                         or the Controlling Equity Stake in accordance with the above, by providing a notice (the
                                         “Acceptance Notice”) within five (5) Business Days of receipt of the
                                         Offer Notice, failing which such right will expire. The Acceptance Notice shall set out:
                                         (i) the percentage of equity not exceeding 49% (the “Required Shares”)
                                         that Costamare wishes to subscribe for in the relevant SPV which will acquire the Vessels
                                         or the Controlling Equity Stake from York; and (ii) the date on which the acquisition
                                         will be exercised (including the manner and date or dates, as the case may be, for payment
                                         of the relevant proportion of the Relevant Price (as defined in clause 16.4) for the
                                         Required Shares by Costamare to York) (the “Exercise Date”) which
                                         shall be no later than five (5) Business Days after the incorporation of the SPV in accordance
                                         with clause 16.5. Payment of the relevant proportion of the Relevant Price should be
                                         made by Costamare at the same time and, if practicable, in the same manner as the payment
                                         from York, being not earlier than five (5) Business Days after the incorporation of the
                                         SPV, provided however that if payment of the relevant proportion of the Relevant Price
                                         is to be made in instalments, any failure by Costamare to make the first such instalment
                                         shall cause Costamare’s right to participate in the acquisition to lapse.



 


		16.4	For the purpose of this clause
                                         16, the Relevant Price means:



 


		A.	where
                                         York acquires Vessel(s), the higher of:



 


		(i)	the
                                         aggregate of the fair market value of each of the Vessels, as determined by a valuation
                                         obtained by an independent and reputable third-party ship valuer jointly appointed by
                                         the Parties (each such valuation to take into account the value of any charter or other
                                         employment agreement of the relevant Vessel(s) in excess of twelve months at the time
                                         such valuation is obtained (without taking into




    	29



    	



    

account any
options of the charterer of a Vessel to extend contained therein); and


 


(ii) the aggregate
of all the amounts invested by York (or its Affiliates): (1) in the acquisition of the debt of the relevant business or person
referred to in clause 16.2 (including the purchase price of such debt and any related expenses, advisers’ fees and other
costs less any earlier recoveries of principal of such debt (whether by way of repayment, realization or otherwise) and disregarding
any interest paid in respect of such debt by that business of person); and (2) in the realisation or exercise of its rights as
a creditor (including any related expenses, advisers’ fees and other costs) (all such amounts being the “Debt Investment”).
If as a result of the realization or exercise of its rights as a creditor to the relevant business or person (referred to in clause
16.2), York received other assets or interests in addition to the Vessels, the amount of Debt Investment to be taken into account
for the purpose of this sub-clause 16.3, shall be: (1) in respect of the purchase price of the debt and the related expenses or
earlier principal recoveries, the amount attributable to the Vessels calculated pro rata on the basis of the fair market value
of the Vessels and all the other assets and interests received by York or its Affiliates following such realization or exercise
or rights (with the fair market value of the Vessels being calculated on the basis set out in (i) above); and (2) in respect of
all other amounts invested or spent in the realisation of the assets and all the related expenses, such amounts as may be attributable
to the Vessels (on a pro rata basis or otherwise, as applicable).


 


		B.	where
                                         York acquires a Controlling Equity Stake in a Container Entity, the higher of:



 


		(i)	the
                                         fair market value of such equity stake, which if not agreed by the Parties, shall be
                                         determined by a valuation obtained by an independent and reputable third-party accountant
                                         jointly appointed by the Parties; and



 


		(ii)	the
                                         Debt Investment (as defined in the first paragraph of clause 16.4A(ii)), provided that
                                         if the Container Entity owns other assets and interests in addition to the Vessels, the
                                         amount of Debt Investment to be taken into account for the purposes of this paragraph
                                         clause 16.4B(ii) shall be calculated pro rata on the basis of the fair market value of
                                         the Vessels and all the other assets and interests owned by the Container Entity at the
                                         time (with the market value of the Vessels being calculated on the basis set out in clause
                                         16.4A(i) above).



 


		16.5	Within three (3) Business Days
                                         of receipt by York of an Acceptance Notice as set out in clause 16.3, the Parties shall
                                         promptly name the Shareholders to incorporate the SPV to acquire the Vessel(s) or the
                                         Controlling Equity and procure that such Shareholders shall:




    	30



    	



    

		A.	proceed
                                         with the incorporation of the relevant SPV with the Required Shares being issued to the
                                         Costamare Shareholder (subject to clause 3.6) and all the other Shares being issued to
                                         the York Shareholder;



 


		B.	appoint
                                         in relation to such SPV a Board in accordance with the provisions of clause 5;



 


		C.	enter
                                         into a Shareholders’ Agreement;



 


		D.	procure
                                         that the relevant SPV’s constitutional documents reflect, to the extent permitted
                                         by law, the provisions of such Shareholders’ Agreement;



 


		E.	procure
                                         that the relevant SPV enters into a Management Agreement with Costamare Shipping and/or,
                                         if directed by Costamare in writing, V.Ships Greece Ltd (provided that terms of the Management
                                         Agreement are not materially worse than the terms of the management agreements in place
                                         (if any) in respect of such Vessel); and



 


		F.	if
                                         a Newbuild Vessel is acquired by York as a result of such realization or exercise of
                                         rights, procure that the relevant SPV enters into a Supervision Agreement with Costamare
                                         Shipping,



 


		16.6	Notwithstanding clauses 16.2 to
                                         16.5 (and subject to clause 16.7), York shall not be required to offer the Vessels or
                                         the Controlling Equity Stake referred to in clause 16.2 to Costamare or the Business,
                                         if:



 


		A.	where
                                         York acquires Vessel(s) in accordance with the above:



 


		(i)	York
                                         (together with its Affiliates) do not solely own such Vessel(s) and/or are subject to
                                         the consent of any third party for the transfer of the title, rights or interest in the
                                         Vessel(s); and



 


		B.	Where
                                         York acquires a Controlling Equity Stake in a Container Entity in accordance with the
                                         above:



 


		(i)	the
                                         sale of the Controlling Equity Stake is restricted by regulation, the by-laws or such
                                         Container Entity or any other any contractual obligations relating to such equity stake
                                         or to the debt or capital restructuring (as a result of which York has acquired such
                                         equity stake), unless York has entered into such contractual arrangements for the purpose
                                         of avoiding the need to submit an Offer Notice in accordance with clause 16.2; or



 


		(ii)	the
                                         sale of the equity stake is subject to any pre-emptive rights of any third party;



 


		(iii)	the
                                         consent of any third party is otherwise required for the transfer of the title, rights
                                         or interest in the equity stake.



 


		16.7	If, pursuant to clause 16.6, York
                                         is not required to offer the relevant Vessels or the Controlling Equity Stake to the
                                         Business due to the requirement to obtain the consent of any third party(ies), York shall
                                         (to the extent reasonably practicable) use reasonable




    	31



    	



    

efforts to
obtain such consent from the relevant third party(ies) provided that, for the avoidance of doubt, York shall not be required to
pay any fees, incur any material costs or enter into any significant process to obtain such consent. Following the receipt of
such consent, if York still owns the relevant Vessel or Controlling Equity Stake (and subject always to clause 16.6), York shall
be required to offer the same to the Business within 7 Business Days of obtaining the required consents, in accordance with clauses
16.2 to 16.5 which shall apply mutatis mutandis.


 


		16.8	To the extent reasonably practicable
                                         York shall use reasonable efforts to negotiate the contractual arrangements relating
                                         to the realisation or exercise of its rights referred to in clause 16.2 so as to allow
                                         it make an offer to the Business in respect of the relevant Vessel or Controlling Equity
                                         Stake without the need for a consent from any third party.



 


		16.9	To the extent York owns a Vessel
                                         or a Controlling Equity Stake in a Container Entity which is not required to be offered
                                         to the Business in accordance with clause 16.6, York shall use reasonable efforts to
                                         procure (in so far as it is lawfully able to do so) the engagement of the Manager to
                                         provide management services for that Vessel (or a Vessel owned by the Container Entity)
                                         provided that:



 


		A.	if
                                         the Vessel is already subject to a management agreement with a third party, York (or
                                         the Container Entity) shall not be required to terminate, or procure the termination
                                         of, such agreement and/or take any steps which might reasonably be expected to require
                                         the payment of any penalties or break fees (unless Costamare agrees to reimburse and
                                         indemnify York for any such fees or penalties on terms satisfactory to York); and



 


		B.	the
                                         terms of the management agreement proposed by Costamare are not materially worse than
                                         the terms of the Management Agreements entered into pursuant to the Framework Deed and
                                         if the Vessel is already subject to a management agreement with a third party, the terms
                                         proposed by Costamare are not materially worse than those under the management agreement
                                         in place with the third party.



 


		16.10	If York wishes to invest in a
                                         debt of any person and such investment is reasonably likely (at the time of such investment)
                                         to result in York owning a Vessel or a Controlling Equity Stake in a Container Entity,
                                         York shall provide Costamare with:



 


		A.	a
                                         notice (an “Investment Offer Notice”):



 


		(i)	setting
                                         out the name of the company, business or person who is the borrower of such debt;



 


		(ii)	setting
                                         out the principal terms of the investment;



 


		(iii)	the
                                         proposed date by which the investment is to be made; and



 


		(iv)	proposing
                                         that the debt investment shall be made through the Business,



 


provided
that: (i) York shall not be required to provide or disclose the name of such person if such disclosure is restricted under
the terms of any confidentiality



    	32



    	



    

arrangements
with a third party provided that to the extent reasonably practicable, York shall use reasonable efforts to negotiate such
agreement and/or to obtain the required consents to allow the disclosure of such details to Costamare; and (ii) to the extent
York incurred or paid (or is required to pay) fees or any material costs in obtaining such information, Costamare is willing to
share such costs equally with York.


 


		16.11	Costamare shall have the right,
                                         at its sole discretion, to determine whether or not the Business should invest in the
                                         debt on the terms set out in the Investment Offer Notice by providing an acceptance notice
                                         (the “Investment Acceptance Notice”) within five (5) Business Days
                                         of receipt of the Investment Offer Notice. An Investment Acceptance Notice shall also
                                         set out the percentage of equity not exceeding 49% that Costamare wishes to subscribe
                                         for in the relevant SPV which will acquire the debt. Following the receipt of an Investment
                                         Acceptance Notice, the Parties shall act in accordance with clause 16.5 (excluding paragraphs
                                         E and F of that clause and as if references in that clause to an “Acceptance Notice”
                                         were references to the “Investment Acceptance Notice”) and Costamare shall
                                         act in accordance with clauses 3.2, 3.3, 3.9 and 3.12 as such clauses relate to Costamare
                                         only.



 


		16.12	If, acting in good faith, York
                                         considers that following the procedure set out in clauses 16.10 or 16.11 may jeopardise
                                         its ability to invest in such debt, York shall be entitled to purchase the debt and subsequently
                                         propose it to the Business in accordance with clauses 16.10 and 16.11 which shall apply
                                         mutatis mutandis.



 


		16.13	If Costamare rejects the offer
                                         under the Investment Offer Notice or does not provide an Investment Acceptance Notice
                                         in accordance with clause 16.11 or does not provide the funds to the SPV for the investment
                                         in the debt by the time agreed to by the Parties, York shall be entitled to carry out
                                         the investment in the debt on substantially the same terms as set out in the Investment
                                         Offer Notice and any subsequent related investment (on such terms as York may see fit)
                                         in the debt of such person without the need to offer it to the Business.



 


		16.14	If during this Agreement and
                                         in connection with its equity investment in a container shipping company (the “Investee”)
                                         and other than pursuant to a Permitted Transaction, York or the Fund Manager or their
                                         respective Affiliates or employees or officers is to become a member of the Investee’s
                                         board of directors, York will provide notice thereof to Costamare. If Costamare objects
                                         to such board membership and York nevertheless informs Costamare in writing that it intends
                                         for such person to join the Investee’s board, Costamare will have a period of up
                                         to two (2) weeks following such notification from York to terminate this Agreement. York
                                         will not be in breach of this clause merely by York or the Fund Manager exercising non-voting
                                         observer rights in respect of board meetings.



 


		16.15	Notwithstanding anything in this
                                         Agreement, the Parties agree that after the Effective Date and until the end of the Commitment
                                         Period and other than pursuant to a Permitted Transaction or pursuant to an In-house
                                         Transaction, neither Party will acquire a Vessel without first making it available, in
                                         accordance with the terms of this Agreement, for acquisition by the Business (the Party
                                         presenting such Vessel for acquisition, the “Offering Party” and the
                                         other Party, the “Non-Offering Party”).



 


		16.16	The exercise of this right of
                                         first refusal shall be at the Non-Offering Party’s sole and absolute discretion.
                                         The Non-Offering Party shall exercise this right within five (5)




    	33



    	



    

Business Days,
failing which such right will expire (and if the Offering Party acquires the Vessel prior to the expiry of the five (5) Business
Day Period, it shall be deemed to have given the Non-Offering Party the option to have an SPV acquire the relevant Vessel for
the Business on the same terms (including as to price) as the Offering Party, which shall be exercised within the same five (5)
Business Day Period). In the event that the Non-Offering Party does not exercise its right of first refusal, the Offering Party
shall be permitted to acquire the Vessel, provided however, that such acquisition is on terms no more favourable to the
Offering Party than those offered to the Business.


 


		16.17	Either Party to this Agreement
                                         shall retain the right to purchase any Vessel that the other Party has previously rejected
                                         under this Agreement upon the same terms as were rejected (including as to price), provided
                                         however that in the event that York is the purchaser of such Vessel, Costamare will
                                         agree to provide management services for that Vessel on materially the same terms as
                                         any relevant Management Agreement, should York elect to engage Costamare for such services.



 


		16.18	During the term of the Agreement
                                         Costamare will, where it wishes to charter a vessel of the same type as a Vessel that
                                         is available for charter by the Business, provide the Business with an indicative arm’s
                                         length charter bid on prevailing market terms, and, unless York objects within five (5)
                                         Business Days, the Vessel shall be chartered to Costamare on such terms. Costamare shall
                                         provide York with such information as it may reasonably require to verify that the terms
                                         of the charter are arm’s length market terms.



 


		16.19	All promises and obligations
                                         of a Party under this clause 16 shall equally apply to the Parent and the Fund Manager
                                         (for itself and on behalf of the York Funds), respectively, as if they are direct promises
                                         and obligations of the Parent, the Fund Manager and/or the York Funds, respectively.



 


		16.20	The Parties will procure that
                                         the relevant provisions of this clause 16 are contained in the Shareholders’ Agreement
                                         of each SPV. For the avoidance of doubt, any investment between York and Costamare in
                                         an SPV in accordance with this clause 16 shall be subject to the provisions of clause
                                         5.



 


	17.	CONFIDENTIALITY




 


		17.1	Each Party shall keep and treat
                                         as strictly confidential and not at any time disclose or make known in any way to any
                                         person who is not a Party, or use for a purpose other than the performance of its obligations
                                         under this Agreement, any information which it now possesses or which may come within
                                         its knowledge during the term of this Agreement, in relation to or connected with or
                                         arising out of this Agreement or the matters contained in it, the existence of this Agreement
                                         or the business, activities or affairs of any other Party (together “Confidential
                                         Information”) or, through any failure to exercise all due care, cause any unauthorised
                                         disclosure of any Confidential Information and will make every effort to prevent the
                                         use or disclosure of such information, except that these restrictions do not apply to
                                         the disclosure of Confidential Information if and to the extent that:



 


		A.	disclosure
                                         is required by law or for the purpose of any judicial proceedings or requested by any
                                         regulatory authority, government body or recognised securities exchange, including the
                                         NYSE (each a “Disclosure”), provided




    	34



    	



    

however,
that prior to such a Disclosure and to the extent permitted by law and, in the case of a Disclosure other than the Disclosure
in relation to the entry into this Agreement, practicable, the Parties shall consult with each other and shall give due consideration
to the other Party’s reasonable comments regarding the content, timing and manner of the Disclosure;


 


		B.	the
                                         information is or becomes publicly available other than as a result of a breach of any
                                         undertaking or duty of confidentiality by any Party or Affiliate of a Party;



 


		C.	as
                                         a result of the Public Offering of the common units of Costamare Partners or any other
                                         Affiliate of the Parent;



 


		D.	the
                                         information is disclosed on a strictly confidential basis by a Party to its advisers,
                                         auditors and other professional service providers for the purposes of the Business;



 


		E.	disclosure
                                         is by a Party to a member of its Group, provided that it shall procure that such Group
                                         member shall keep such information confidential upon the terms of this clause 17; or



 


		F.	the
                                         relevant Parties have given their prior written consent to the contents and manner of
                                         the disclosure.



 


		17.2	The provisions of this clause
                                         17, to the extent that they relate to general commercial information, shall continue
                                         in force in accordance with their terms until the termination of this Agreement.



 


		17.3	The provisions of this clause
                                         17, to the extent that they relate to confidential know-how or information in relation
                                         to a Party, shall continue in force in accordance with their terms for the continuance
                                         of this Agreement and following its termination.



 


		17.4	All promises and obligations of
                                         a Party under this clause 17 shall equally apply to the Parent and the Fund Manager (for
                                         itself and on behalf of the York Funds), respectively, as if they are direct promises
                                         and obligations of the Parent and the Fund Manager and/or the York Funds, respectively.



 


		17.5	The Parties will procure that
                                         the provisions of this clause 17 are contained in the Shareholders’ Agreement of
                                         each SPV.



 


	18.	termination ANd winding up




 


		18.1	This Agreement shall automatically
                                         terminate:



 


		A.	on
                                         the date falling fifteen (15) Business Days after the end of the Commitment Period, if
                                         no SPV has been incorporated or is in existence at the time;



 


		B.	upon
                                         the last SPV being wound up in accordance with the terms of this Agreement, provided
                                         that the Commitment Period has in the meantime expired;




    	35



    	



    

		C.	upon
                                         the completion of a Strategic Transaction for all the Business, provided that the Commitment
                                         Period has in the meantime expired; and



 


		D.	upon
                                         all Shares in all SPVs being held only by York Shareholders or, as the case may be, Costamare
                                         Shareholders.



 


		18.2	This Agreement may be terminated
                                         by Costamare by notice to York to this effect:



 


		A.	in
                                         accordance with the provisions of clause 16.14; or



 


		B.	in
                                         the event that Costamare has exercised its Costamare Split Right,



 


provided however,
that in the case of clause 18.2A, it shall remain in effect until all then-existing SPVs are wound up.


 


		18.3	This Agreement may be terminated
                                         by either Party at any time:



 


		A.	after
                                         the other Party, the Parent, the Fund Manager, and/or any of the York Funds that at the
                                         relevant time is invested in York shall have a liquidator or trustee appointed or an
                                         administrative receiver, receiver or manager appointed over the whole or substantially
                                         the whole of its assets or undertaking or shall suffer any similar event in any jurisdiction
                                         (and, in the case of any York Funds formed as limited partnerships, if the relevant limited
                                         partnership agreement is terminated), and such event is continuing;



 


		B.	the
                                         relevant Shareholder of an SPV fails to provide its capital contribution in such SPV
                                         in accordance with the relevant Investment Notice issued pursuant to clause 4.5; or



 


		C.	the
                                         relevant Shareholder of an SPV fails to provide or procure the provision of the relevant
                                         Shareholder Support (as such term is defined below) pursuant to clause 19,



 


provided however,
that, in each case, this Agreement shall remain in effect until all then-existing SPVs are wound up.


 


		18.4	Each Party undertakes that it
                                         will notify the other Party promptly upon the occurrence of any of the events specified
                                         in clause 18.3A.



 


		18.5	The provisions of this clause
                                         18 shall be without prejudice to any right or obligation of any Party or a Shareholder
                                         arising under this Agreement or another agreement and shall not affect any provision
                                         of this Agreement which is expressly or by implication provided to come into effect upon,
                                         or to continue in effect after, such termination.



 


		18.6	Save as otherwise agreed by the
                                         Parties by an instrument in writing and unless Costamare exercises its Costamare Split
                                         Right in accordance with clause 8.1A, on the Fourth Anniversary or in the event that
                                         this Agreement is terminated pursuant to clauses 18.2 and/or 18.3, all then existing
                                         SPVs shall be wound up immediately, except to the extent necessary to allow an orderly
                                         winding up of their affairs, including the liquidation of their assets as promptly as
                                         practicable and dissolution of the entities. In case of such dissolution, distributions
                                         will be made according to clause 12.




    	36



    	



    

		18.7	Without prejudice to clause 18.5,
                                         clauses 1, 12, 17.3, 18.7, 23, 26, 28, 31, and 32 shall survive termination of the Agreement.



 


	19.	Guarantees, indemnities and other ASSURANCE




 


		19.1	This clause 19 shall apply in
                                         respect of the provision of any guarantee, indemnity or other assurance which a third
                                         party may require in respect of the indebtedness or other obligations of any SPV (including
                                         such support by any other member of the Group of a Party as a Business Plan may set out
                                         or the Parties may have agreed in writing) (“Shareholder Support”).



 


		19.2	If the Business Plan of an SPV
                                         or the financing in relation thereto or any other transaction agreed in either case by
                                         the Board of such SPV, requires that the Shareholders of such SPV should provide or procure
                                         the provision of any Shareholder Support, then such Board or, failing that, any Director
                                         of such SPV, may, by giving not less than 5 Business Days’ written notice to the Shareholders
                                         of such SPV, require that each of the relevant Shareholders provides or procures the
                                         provision of Shareholder Support pro rata to such Shareholders’ shareholding participation
                                         to such SPV (taking into account the exercise (if any) of a Costamare Option in relation
                                         to such SPV), but otherwise on the same terms and in the same manner.



 


		19.3	Any Shareholder Support provided
                                         pursuant to this clause 19 shall be provided to the relevant SPV without charge and on
                                         such other terms as the requiring Shareholder may reasonably determine.



 


		19.4	For so long as a Shareholder of
                                         an SPV has failed (such Shareholder, a “failing Shareholder”) to provide
                                         or procure the provision of the relevant Shareholder Support, and notwithstanding any
                                         other provisions of this Agreement, such Shareholder shall not be entitled to exercise
                                         any of its rights under this Agreement with respect to that SPV.



 


		19.5	The Shareholders of an SPV shall
                                         bear the aggregate amount of any Actions or Losses suffered or incurred by them or either
                                         of them or by a member of a Shareholder’s Group pursuant to any Shareholder Support
                                         in respect of such SPV (irrespective of whether such Shareholder Support is given on
                                         a joint, several or joint and several basis) given by them or either of them or a member
                                         of such Shareholder’s Group pursuant to this clause 19, and each such Shareholder
                                         of an SPV shall, subject to clause ‎19.6, indemnify the other accordingly.



 


		19.6	If any Actions or Losses as are
                                         referred to in clause‎ 19.5 are suffered or incurred solely as a result of a default
                                         by one Shareholder of an SPV or by a member of the Group of such Shareholder, then the
                                         whole of any such Actions and Losses shall be borne by such Shareholder which shall indemnify
                                         the other Shareholder of such SPV and the relevant SPV accordingly.



 


		19.7	Any payments to be made pursuant
                                         to clause19.5 or clause 19.6 shall be made forthwith on demand.



 


		19.8	Nothing in this Agreement shall
                                         operate to deprive either of the Shareholders of an SPV of any rights or remedies available
                                         to it at law against the other Shareholder of such SPV, except insofar as any rights
                                         or remedies are inconsistent with or expressly excluded by the terms of this Agreement.




    	37



    	



    

		19.9	Save as otherwise provided in
                                         this clause 19 neither of the Shareholders of an SPV shall be obliged to give any Shareholder
                                         Support in respect of the liabilities or obligations of such SPV.



 


		19.10	References in this clause19 to
                                         any Shareholder Support being given by a Shareholder of an SPV shall include any Shareholder
                                         Support which is still outstanding and was given or procured by a previous shareholder
                                         of such SPV through whom previous shareholder that Shareholder derives its title to its
                                         Shares in such SPV, and references in clause‎19.6 to a default of a Shareholder
                                         of an SPV include a default by any such previous shareholder or a member of its Group.



 


		19.11	The Parties will procure that
                                         the provisions of this clause 19 are contained in the Shareholders’ Agreement of
                                         each SPV.



 


	20.	Representation and WARRANTIES




 


		20.1	Each Party represents and warrants
                                         to the other that:



 


	 	A.	it is duly organised, validly existing and
    (to such extent such concept is relevant under its jurisdiction) in good standing under the laws of its jurisdiction of incorporation
    or formation, with all requisite power and authority to enter into and perform its obligations under this Agreement;
	 	 	 


		B.	this Agreement has been duly authorised,
                                         executed and delivered by such Party, constitutes the legal, binding obligations of such
                                         Party and is enforceable in accordance with its terms except insofar as enforcement may
                                         be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement
                                         of creditors’ rights or general principles of equity;



 


		C.	it has and shall maintain any authorisations,
                                         consents or approvals required from any governmental authority or other person for such
                                         Party to enter into and perform its obligations as envisaged by this Agreement;



 


		D.	all corporate, partnership or other
                                         actions on the part of such Party necessary for the authorisation, execution and delivery
                                         of this Agreement, and the consummation of the transactions and agreements contemplated
                                         hereby, have been taken; and



 


		E.	neither the execution and delivery
                                         of this Agreement by such Party nor the consummation of the transactions or agreements
                                         contemplated herein, conflict with or contravene the provisions of such Party’s
                                         organisational documents or any agreement or instrument by which it or its properties
                                         are bound, or any law, rule or regulation, order or decree to which its or its properties
                                         are subject.



 


		20.2	The Fund Manager further represents
                                         and warrants to Costamare that:



 


		A.	the
                                         York Funds are managed, sponsored or advised by the Fund Manager or its Affiliates and
                                         that they shall remain so throughout this Agreement;



 


		B.	throughout
                                         the Commitment Period, it shall procure that the York Funds will invest in York and shall
                                         capitalize York when and as needed so that York




    	38



    	



    

invests
its funds in the Business by co-investing with Costamare in SPVs in accordance with the terms of this Agreement; and


 


		C.	it
                                         has full discretionary management authority to:



 


		(i)	determine
                                         whether a York Fund will invest its funds in York and procure that York invests its funds
                                         in an SPV;



 


		(ii)	to
                                         direct a York Fund to invest in York and procure that York subscribes in the Shares of
                                         an SPV and sign this Agreement and/or any of the relevant documents in respect of an
                                         SPV; and



 


		(iii)	to
                                         procure the appointment of decision-making persons in York and procure that York appoints
                                         Directors in each SPV and to change the same as and when required in accordance with
                                         this Agreement and the relevant Shareholders’ Agreement,



 


and that it
shall maintain such authority throughout this Agreement.


 


		20.3	The Fund Manager further represents
                                         and warrants to Costamare that York will have no other shareholders, partners or members
                                         other than one or more of the York Funds.



 


		20.4	The Parent further represents
                                         and warrants to York that it is, and will remain throughout the period of this Agreement,
                                         the sole shareholder of Costamare with full authority to appoint and/or change the directors
                                         of Costamare.



 


	21.	power of attorney by way of security




 


		21.1	Costamare hereby irrevocably appoints
                                         York (and will procure that, to the extent required, any Costamare Shareholder also appoints
                                         York) as its respective attorney to execute and deliver the documents required to be
                                         executed and delivered pursuant to clauses 7.4, 8.5, 12.4 and 15.2 (as the case may be)
                                         and for the purposes set out therein and, if required, Costamare (or will procure that
                                         the relevant Costamare Shareholder) will ratify such signature or action by its attorney.
                                         The power of attorney in this clause is deemed to be coupled with an interest and given
                                         by way of security for the obligations of Costamare and/or the Costamare Shareholder
                                         of each SPV under this Agreement.



 


		21.2	York hereby irrevocably appoints
                                         Costamare (and will procure that, to the extent required, any York Shareholder also appoints
                                         Costamare) as its respective attorney to execute and deliver the documents required to
                                         be executed and delivered pursuant to clauses 7.4, 8.5 and 15.2 (as the case may be)
                                         and for the purposes set out therein and, if required, York (or will procure that the
                                         relevant York Shareholder) will ratify such signature or action by its attorney. The
                                         power of attorney in this clause is deemed to be coupled with an interest and given by
                                         way of security for the obligations York and/or the York Shareholder of each SPV under
                                         this Agreement.



 


	22.	GENERAL




 


		22.1	The Parties shall not engage in
                                         any activity, practice or conduct which would constitute an offence under any anti-bribery
                                         or corruption law applicable to that Party,




    	39



    	



    

including,
to the extent applicable, but not limited to the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977 (together “Applicable
Law”).


 


		22.2	The Parties have and shall maintain
                                         in place, adequate procedures designed to prevent any associated person from undertaking
                                         any conduct that may give rise to an offence under any Applicable Law.



 


		22.3	Each Party undertakes to the other
                                         Party that all actions required of it under this Agreement shall be carried out in a
                                         timely manner.



 


		22.4	If there shall be any conflict
                                         between the provisions of this Agreement and the provisions of the constitutional documents
                                         or the Shareholders’ Agreement of an SPV, then as between the Parties the provisions
                                         of this Agreement shall prevail.



 


		22.5	Save as expressly contemplated
                                         by this Agreement, this Agreement is personal to the Parties, the Parent and the Fund
                                         Manager and none of them may assign, mortgage, charge or sub-license any of its rights
                                         under this Agreement, or sub-contract or otherwise delegate any of its obligations under
                                         this Agreement, except with the prior written consent of the other Party.



 


		22.6	Nothing in this Agreement shall
                                         create, or be deemed to create, a partnership at law, or the relationship of principal
                                         and agent, between the Parties or any of them.



 


		22.7	This Agreement shall come into
                                         force and effect upon all the following conditions precedent being satisfied by no later
                                         than 19 May 2013 or such other later date as may have been agreed by the Parties in writing
                                         (19 May 2013 or any agreed later date, the “Last Date”):



 


		(A)	both Parties confirming in writing
                                         that they have taken all necessary corporate action to approve this Agreement and the
                                         matters contemplated herein;



 


		(B)	Costamare confirming to York
                                         in writing that it has received satisfactory to it advice by U.S. and Marshall Islands
                                         counsel in connection with this Agreement and the matters contemplated herein;



 


		(C)	York confirming to Costamare
                                         in writing that it has received satisfactory to it advice by Marshall Islands counsel
                                         in connection with this Agreement and the matters contemplated herein; and



 


		(D)	the Parties agreeing the pro-forma
                                         Management Agreement, the pro-forma Supervision Agreement, the pro-forma Shareholders’
                                         Agreement, the pro-forma constitutional documents of each SPV and any other documents
                                         that need to be agreed thereunder or in relation thereto.



 


In the event
that any of the above conditions are not satisfied by 12:00 p.m. GMT on the Last Date, this Agreement shall never come into effect
and neither the Parties nor the Parent nor the Fund Manager shall incur any liability or obligation against each other hereunder
or in relation hereto.



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	23.	ENTIRE AGREEMENT




 


		23.1	This Agreement, each Shareholders’
                                         Agreement, the constitutional documents of each SPV and any other documents referred
                                         to in this Agreement constitute the entire agreement between the Parties and, as the
                                         case may be, the relevant Shareholders and supersede and extinguish all previous drafts,
                                         agreements, arrangements and understandings between them, whether written or oral, relating
                                         to its subject matter.



 


		23.2	No amendment shall be made to
                                         this Agreement save by instrument in writing signed by the Parties and, to the extent
                                         it concerns, rights or obligations of the Parent and/or the Fund Manager (for itself
                                         and on behalf of the York Funds), the Parent and/or the Fund Manager, respectively.



 


	24.	SEVERABILITY




 


If any provision of this Agreement
is held by any court or other competent authority to be void, invalid or unenforceable in whole or in part, this Agreement shall
continue to be valid as to its other provisions and the remainder of the affected provisions; and the Parties and, to the extent
required, the Parent and the Fund Manager, agree to negotiate in good faith such suitable alternative provision replicating as
nearly as possible the intention of such invalid provision, being in the case of a provision held void by a competent authority
a provision which is acceptable to the relevant competent authority.


 


	25.	counterparts




 


This Agreement may be executed
in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all
the counterparts shall together constitute the same Agreement.


 


	26.	WAIVER




 


No failure or delay by any Party
in exercising any of its rights under this Agreement shall be deemed to be a waiver of such rights and no waiver of a breach of
any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.


 


	27.	FURTHER ASSURANCE




 


Each Party shall from time to
time (both during the continuance of this Agreement and after its termination) do all such acts and execute all such documents
as may be reasonably necessary in order to give effect to the provisions of this Agreement.


 


	28.	RIGHTS OF THIRD PARTIES




 


		28.1	No term of this Agreement shall
                                         be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person (a
                                         “Third Party”) other than the Parties to this Agreement.



 


		28.2	The consent of a Third Party shall
                                         not be required for any amendment to or termination of this Agreement.




    	41



    	



    

	29.	COSTS AND EXPENSES
	 	 	 
		29.1	Subject to clauses 29.2 and 29.3,
                                         Costamare and York shall bear on a pro rata basis in accordance with their respective
                                         shareholdings in the first SPV, the aggregate documented costs and expenses, including
                                         any advisors’ fees, legal or otherwise (the “Expenses”) incurred
                                         by the Parties in connection with the negotiation and execution of the Term Sheet dated
                                         19 March 2013, this Agreement and any related documentation, including but not limited
                                         to any Management Agreement, any Supervision Agreement and any Shareholders’ Agreement
                                         in relation to the first SPV.



 


		29.2	In the event that either Party
                                         (the “Overpaying Party”) has paid more than its share of the Expenses
                                         as provided in clause 29.1, then the other Party shall reimburse to the Overpaying Party
                                         such amount in dollars as is required for each Party to have borne the relevant Expenses
                                         at the time on the basis of the percentages set out in clause 29.1. Any such reconciliation
                                         shall be performed at the time this Agreement is executed and when a Vessel is acquired
                                         by the first SPV to be incorporated pursuant to this Agreement and the other Party shall
                                         promptly thereafter reimburse the Overpaying Party.



 


		29.3	On the earlier of (i) the incorporation
                                         of the fifth SPV and (ii) the incorporation of the last SPV to be incorporated within
                                         the Commitment Period, the Parties shall re-calculate the allocation of the Expenses
                                         this time on the basis of their respective shareholdings as at such later date and as
                                         if all SPVs at the time were held by a holding company and the Shareholders of each SPV
                                         were holding their shares in the SPVs through such holding. In the event that either
                                         Party (the “Recalculation Overpaying Party”) following such recalculation
                                         has paid more than its share of the Expenses as provided in this clause 29.3, then the
                                         other Party shall promptly reimburse to the Recalculation Overpaying Party such amount
                                         in dollars as is required for each Party to have borne the relevant Expenses at the time
                                         on the basis of the percentages set out in this clause 29.3.



 


		29.4	Following any re-calculation pursuant
                                         to clause 29.3, the Parties shall transfer the Expenses to be amortised across the SPVs
                                         incorporated at the time of such re-calculation.



 


		29.5	With respect to common costs and
                                         expenses relating to SPVs other than the first SPV, the Parties will be responsible on
                                         a pro rata basis in accordance with their Commitments for that specific SPV and such
                                         amounts shall be included in the Investment Notices to Parties.



 


		29.6	Without prejudice to the provisions
                                         of clauses 29.4 and 29.5, York shall be reimbursed by each SPV in connection with any
                                         due diligence expenses (including advisors’ fees, and any other applicable costs)
                                         incurred by it in relation to its evaluation of the formation of the relevant SPV and
                                         corresponding Vessel acquisition, as agreed with Costamare on a case by case basis but
                                         not in excess of US$100,000 per SPV.



 


	30.	Non Advisory




 


Neither Party nor the Parent
nor the Fund Manager assumes any responsibility to give, nor shall it give or be deemed to be giving, tax, regulatory or investment
advice to the other Party or, as the case may be, the Parent and/or the Fund Manager in connection with any aspect of



    	42



    	



    

the Business. In particular,
without prejudice to the generality of the foregoing no recommendation by Costamare, the Parent or any Manager in connection with
the acquisition or disposal of a Vessel nor the preparation and/or contents of a Business Plan for an Investment Opportunity or
the Budget for an SPV/Vessel shall constitute or be actionable as investment advice.


 


	31.	SERVICE OF NOTICES




 


		31.1	Any notice or other communication
                                         to be given or served under or in connection with this Agreement shall be in writing
                                         and transmitted by email, as well as in one of the following delivery methods:



 


		A.	delivered
                                         by hand;



 


		B.	sent
                                         by airmail or international courier (in each case, pre-paid); or



 


		C.	sent
                                         by fax.



 


to the party due to receive
the notice at the following address or fax number or email address:


 


in the case of York and the
Fund Manager, 


 


c/o York Capital Management Europe
(UK) Advisors LLP


23 Saville Row, 4th Floor


London W1S 2ET


England


email: sparrow@yorkcapital.com


fax: +44(0) 20 7907 5601;


 


in the case of Costamare and
the Parent,


 


c/o Costamare Shipping Company
S.A.


60 Zephyrou Street & Syngrou
Avenue


175 64 Athens


Greece


email: ventures@costamare.com


fax: +30 210 940 9051,


 


or at such other address or fax
number or email address as may previously have been specified by that party by notice given in accordance with this clause.


 


		31.2	A notice is deemed to be given
                                         or served:



 


		A.	if
                                         delivered by hand, at the time it is left at the address;



 


		B.	if
                                         sent by pre-paid airmail or international courier, on the fourth Business Day after despatch;



 


		C.	if
                                         sent by fax, on receipt of a clear transmission report; and



 


		D.	if
                                         sent by email, when received.




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		31.3	In the case of a notice given
                                         or served by fax, email or by hand, where this occurs after 5.00 pm on a Business Day,
                                         or on a day which is not a Business Day, the date of service shall be deemed to be the
                                         next Business Day.



 


	32.	GOVERNING LAW and jurisdiction




 


		32.1	This Agreement and any dispute
                                         or claim (whether contractual or otherwise) arising out of or in connection with it,
                                         including any question regarding its existence, validity or termination, is governed
                                         by and shall be construed in accordance with English law and shall be referred to and
                                         finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated
                                         by reference into this clause. The number of arbitrators shall be three and Costamare
                                         and, if a co-plaintiff or (as the case may be) co-defendant in the relevant proceedings,
                                         the Parent shall be entitled to jointly appoint one arbitrator and York and, if a co-plaintiff
                                         or (as the case may be) co-defendant in the relevant proceedings, the Fund Manager (as
                                         well as the York Funds) shall be entitled to jointly appoint one arbitrator, with the
                                         third arbitrator being appointed by the LCIA Court, in accordance with LCIA Rules. The
                                         seat, or legal place, of arbitration shall be London and the language to be used in the
                                         arbitral proceedings shall be English.



 


		32.2	York and the Fund Manager each
                                         irrevocably appoints York Capital Management Europe (UK) Advisors LLP at present of 23
                                         Saville Row, 4th Floor, London W1S 2ET, England and Costamare and the Parent each irrevocably
                                         appoints Mr Richard Coleman c/o H. Clarkson and Co. Ltd. at present of 3 Lower Thames
                                         Street, London EC3R 6HE, England to be its agent for the receipt of any claim form, application
                                         notice, order, judgment or other document (each, a “Service Document”)
                                         relating to any proceeding, suit or action arising out of or in connection with this
                                         Agreement (“Proceedings”).  Each Party, the Parent, and the Fund
                                         Manager agree that any Service Document may be effectively served on it in connection
                                         with Proceedings in England and Wales by service on its agent effected in any manner
                                         permitted by this Agreement, the LCIA Rules or the Civil Procedure Rules (as applicable).



 


		32.3	If the agent at any time ceases
                                         for any reason to act as such, the relevant party shall appoint a replacement agent having
                                         an address for service in England and shall notify the other parties to this Agreement
                                         of the name and address of the replacement agent.  Failing such appointment and
                                         notification, a Party shall be entitled by notice to the other parties to this Agreement
                                         to appoint a replacement agent to act on behalf of such other party and shall notify
                                         the other parties of the appointment.  The provisions of this clause applying to
                                         service on an agent apply equally to service on a replacement agent.



 




    	44



    	



    

THIS
AGREEMENT has been executed as a deed on the date stated at the beginning of
this agreement.


 


	Executed and delivered as a deed by	)	 
	SPARROW HOLDINGS, L.P.	)	 
	acting by York Global Finance Manager, LLC	)	 
	its General Partner acting by:	)	Name .... John J. Fosina .....................................
	 	)	Title .... Chief Financial Officer ...........................


 

	Executed and delivered as a deed by	)	 
	COSTAMARE VENTURES INC.	)	 
	acting by:	)	 
	 	)	Name .... Anastassios Gabrielides ................
	 	)	Title .... Secretary / Director ........................


 

	Executed and delivered as a deed
    solely	)	 
	with respect to provisions applicable to it by	)	 
	YORK CAPITAL MANAGEMENT	)	 
	GLOBAL ADVISORS, LLC (on behalf of	)	Name .... John J. Fosina .....................................
	itself and as agent for the York Funds) acting by:	)	Title .... Chief Financial Officer ...........................


 

	Executed and
    delivered as a deed solely	)	 
	with respect to provisions applicable to it by	)	 
	COSTAMARE INC.	)	 
	acting by:	)	Name .... Anastassios Gabrielides .....................
	 	)	Title .... General Counsel / Secretary ...........




    	45



    	



    

Schedule 1-List of York Funds


 


		1	York Capital Management, L.P.



 


		2	York Multi-Strategy Master Fund, L.P.



 


		3	York Credit Opportunities Fund, L.P.



 


		4	York Credit Opportunities Investments
                                         Master Fund, L.P.



 


		5	York European Opportunities Investments
                                         Master Fund, L.P.



 


		6	York European Focus Master Fund, L.P.



 


		7	York European Distressed Credit Fund,
                                         L.P.



 


		8	York European Distressed Credit Fund
                                         II, L.P.




    	46



    	



    

Schedule 2-Form of Business Plan


 


The Business Plan prepared in respect
of an SPV and its Vessel shall include:


 


	a)	summary of proposal e.g. funding or
                                         investment, trigger points, conditions, guarantees etc.;
	 	 
	b)	purchase price of such Vessel and
payment terms thereof;



 


		c)	details of such Vessel;



 


		d)	any existing draft documentation with
                                         respect to the acquisition of the Vessel;



 


		e)	in the event of a Newbuild Vessel, details
                                         of any documentation and arrangements with the relevant builder, including any performance
                                         guarantees that may be required;



 


		f)	valuation report prepared by an independent
                                         shipbroker appointed by Costamare;



 


		g)	details of any proposed financing and
                                         relevant documentation, including any performance guarantees that may be required;



 


		h)	details of strategy for operating the
                                         Vessel including details of any charter contracts; and



 


		i)	IRR / cashflow and assumptions.




    	47



    	



    

Schedule 3- Form of Budget


 


The Budget prepared by Costamare Shipping
for an SPV and its Vessel shall include:


 


		a)	a breakdown of the projected operating
                                         costs of the Vessel and the relevant SPV;



 


		b)	a schedule of all fees and expenses
                                         that may be charged to or be claimed from the SPV including the proposed fees and expenses
                                         of all Service Providers;



 


		c)	an estimate of the working capital requirements
                                         of the SPV incorporated within a cash flow statement; and



 


		d)	an estimate of all expected cash flows
                                         and revenues of the SPV prior to any applicable financing costs.




    	48



    	



    

Schedule 4- Example of IRR calculation


 


	 	A	B	C	D
	1	IRR
    Example	 	 	 
	2	 	 	 	 
	3	Date	Capital
    In	Distribution/Proceeds	Net
    Cash
	4	30/6/2013	-5.000.000,00	 	-5.000.000,00
	5	30/9/2013	 	300.000,00	300.000,00
	6	31/12/2013	 	300.000,00	300.000,00
	7	31/3/2014	 	300.000,00	300.000,00
	8	30/6/2014	 	300.000,00	300.000,00
	9	30/9/2014	 	300.000,00	300.000,00
	10	31/12/2014	 	5.000.000,00	5.000.000,00
	11	 	 	 	 
	12	 	 	IRR	22,0%


 

	 	A	B	C	D
	1	IRR
    Example	 	 	 
	2	 	 	 	 
	3	Date	Capital
    In	Distribution/Proceeds	Net
    Cash
	4	30/6/2013	-5000000	 	=+C4+B4
	5	30/9/2013	 	300000	=+C5+B5
	6	31/12/2013	 	300000	=+C6+B6
	7	31/3/2014	 	300000	=+C7+B7
	8	30/6/2014	 	300000	=+C8+B8
	9	30/9/2014	 	300000	=+C9+B9
	10	31/12/2014	 	5000000	=+C10+B10
	11	 	 	 	 
	12	 	 	IRR	=+XIRR(D4:D10;A4:A10)



    	49