Exhibit 4.12


 


 




	  

        THE COMPANIES SET OUT IN
        SCHEDULE A

         

        - and -

         

        COSTAMARE SHIPPING SERVICES
        LTD.

         

        SERVICES AGREEMENT

         




 






    	 



    	



    




TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I	INTERPRETATION	1
	 	 	 
	ARTICLE II	APPOINTMENT	5
	 	 	 
	ARTICLE III	THE PARTY SUBSIDIARIES’ GENERAL OBLIGATIONS	7
	 	 	 
	ARTICLE IV	THE SERVICE PROVIDER’S GENERAL OBLIGATIONS	7
	 	 	 
	ARTICLE V	REPRESENTATION AND OTHER ADMINISTRATIVE SERVICES	9
	 	 	 
	ARTICLE VI	CREWING SERVICES	10
	 	 	 
	ARTICLE VII	BROKING AND OTHER COMMERCIAL SERVICES	11
	 	 	 
	ARTICLE VIII	SERVICEs FEES AND EXPENSES	13
	 	 	 
	ARTICLE IX	CORPORATE PLANNING AND EXPENSES	16
	 	 	 
	ARTICLE X	LIABILITY AND INDEMNITY	17
	 	 	 
	ARTICLE XI	RIGHTS OF THE MANAGER AND RESTRICTIONS ON THE MANAGER’S AUTHORITY	19
	 	 	 
	ARTICLE XII	TERMINATION OF THIS AGREEMENT	20
	 	 	 
	ARTICLE XIII	ADDITION AND RESIGNATION OF SUBSIDIARIES	23
	 	 	 
	ARTICLE XIV	NOTICES	23
	 	 	 
	ARTICLE XV	APPLICABLE LAW	24
	 	 	 
	ARTICLE XVI	ARBITRATION	24
	 	 	 
	ARTICLE XVII	MISCELLANEOUS	25
	 	 	 
	SCHEDULE A	SUBSIDIARIES	27




    	 



    	



    

	SCHEDULE B	FORM OF ACCESSION LETTER	30
	 	 	 
	SCHEDULE C	FORM OF RESIGNATION LETTER	31








    	 



    	



    

THIS SERVICES AGREEMENT (this “Agreement”)
is made on the 2nd day of November 2015, BY AND BETWEEN:


 


(1)     THE COMPANIES
SET OUT IN SCHEDULE A (the “Original Party Subsidiaries” and each an “Original Party Subsidiary”);
and


 


(2)     COSTAMARE SHIPPING
SERVICES LTD., a company organized and existing under the laws of the Republic of the Marshall Islands (the “Service Provider”).


 


WHEREAS:


 


(A)     Each Original
Party Subsidiary owns one Container Vessel (as defined below) and is a wholly-owned Subsidiary of Costamare Inc., a Marshall Islands
corporation (the “Parent”).


 


(B)     The Service Provider
has the benefit of experience in the representation of shipowning companies, the offering of charter broking, insurance broking
and sale and purchase broking services and the offering of certain other services.


 


(C)     Each Original
Party Subsidiary and the Service Provider desire to adopt this Agreement pursuant to which the Service Provider shall represent
each Original Party Subsidiary in its dealings with third parties and provide commercial, broking, administrative and certain other
services to each such Original Party Subsidiary as specified herein.


 


NOW, THEREFORE, THE PARTIES HEREBY AGREE:


 


ARTICLE
I



INTERPRETATION


 


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


 


“Accession
Letter” means a letter substantially in the form set out in Schedule B.


 


“Additional
Party Subsidiary” shall have the meaning set forth in Section 13.1.


 


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


 


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



    	 



    	



    

2


 


“Annual Period”
shall have the meaning set forth in Section 8.4.


 


“Applicable
Fraction” means, in relation to a Payment Date, a fraction having as numerator number 1 and as denominator a number equal
to the number of the Party Subsidiaries as of such Payment Date.


 


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


 


“Board of Directors”
means the board of directors of the Parent as the same may be constituted from time to time.


 


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


 


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


 


“Change in
Control of the Parent” means the occurrence of any of the following events: (a) if any “person” or “group”
(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing),
including a group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(10)
under the Exchange Act (other than one or more Konstantakopoulos Entities) (collectively, an “Acquiring Person”) becomes
the Beneficial Owner, directly or indirectly, of 40% or more of the total voting power of the outstanding voting securities of
the Parent, which voting power represents a higher percentage than that of the Konstantakopoulos Entities, collectively; or (b)
the approval by the shareholders of the Parent of a proposed merger, consolidation or similar transaction, as a result of which
any Acquiring Person becomes the Beneficial Owner, directly or indirectly, of 40% or more of the total voting power of the outstanding
voting securities of the resulting entity following such transaction, which voting power represents a higher percentage than that
of the Konstantakopoulos Entities, collectively; or (c) a change in directors after which a majority of the members of the Board
of Directors are not Continuing Directors.



    	 



    	



    

3


 


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


 


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


 


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


 


“Effective
Date” means the date of this Agreement.


 


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


 


“Force Majeure”
shall have the meaning set forth in Section 10.1.


 


“Initial Term”
shall have the meaning set forth in Section 12.1.


 


“Konstantakopoulos
Entities” means:


 


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



 


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



 


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



 


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


 


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



    	 



    	



    

4


 


“Partnership”
means Costamare Partners LP, a Marshall Islands limited partnership.


 


“Partnership
Group” means, at any time, the Subsidiaries of the Partnership at such time and “member of the Partnership Group”
shall be construed accordingly.


 


“Party Subsidiaries”
means, at any time, the Original Party Subsidiaries and the Additional Party Subsidiaries, without reference to any of the Original
Party Subsidiaries or Additional Party Subsidiaries that has ceased to be a Party Subsidiary in accordance with Section 13.2 and
“Party Subsidiary” shall be construed accordingly.


 


“Payment Date”
means the first Business Day falling immediately before each of 30 March, 30 June, 30 September and 30 December of each calendar
year.


 


“Registration
Rights Agreement” means the amended and restated registration rights agreement made or (as the context may require) to
be made between the Parent and the stockholders named therein.


 


“Related Service
Provider” means any Affiliate of a Konstantakopoulos Entity appointed as Sub-Provider in accordance with the terms of
this Agreement.


 


“Resignation
Letter” means a letter substantially in the form set out in Schedule C.


 


“Resigning
Party Subsidiary” shall have meaning set forth in Section 13.2.


 


“Service Provider”
shall have the meaning set forth in the preamble.


 


“Service Provider
Related Parties” shall have the meaning set forth in Section 10.2.


 


“Services”
shall have the meaning set forth in Section 2.2.


 


“Services Fee”
shall have the meaning set forth in Section 8.1.


 


“Sub-Provider”
shall have the meaning set forth in Section 2.3.


 


“Subsequent
Term” shall have the meaning set forth in Section 12.1.


 


“Subsidiary”
means a subsidiary within the meaning of section 1159 of the Companies Act 2006.


 


“Vessel”
means any Container Vessel owned or operated by a Party Subsidiary and “Vessels” means together all or any of
them.



    	 



    	



    

5


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
II



APPOINTMENT


 


SECTION
2.1. The Service Provider is hereby appointed by each Party Subsidiary as its:



    	 



    	



    

6


 


(a) representative;


 


(b) crewing
manager;


 


(c) sale
and purchase broker (including newbuildings);


 


(d) chartering
broker;


 


(e) marine
insurance broker and advisor; and


 


(f) average
adjuster advisor,


 


and hereby
accepts such appointment on the terms and conditions of this Agreement.


 


SECTION
2.2. The Service Provider agrees to provide the services specified in Articles V, VI, VII of this Agreement (collectively the “Services”).
The Party Subsidiaries and the Service Provider each hereby agree that in the performance of this Agreement, the Service Provider
is acting solely on behalf of, as agent of and for the account of, the relevant Party Subsidiary. The Service Provider may advise
persons with whom it deals on behalf of any Party Subsidiary that it is conducting such business for and on behalf of, such Party
Subsidiary.


 


SECTION
2.3. The Service Provider may upon notice to the Party Subsidiaries appoint any person (a “Sub-Provider”) at
any time throughout the duration of this Agreement to discharge any of the Service Provider’s duties under this Agreement,
provided that if such person is not a Related Service Provider or V.Ships, the Service Provider shall obtain the written consent
of the Party Subsidiaries prior to such appointment (such consent shall not be unreasonably withheld or delayed). The Service Provider
shall appoint a Sub-Provider either by entering into an agreement (such agreement to be on terms to be agreed between the parties
thereto and only in respect of such of the Services that the Service Provider wishes such Sub-Provider to discharge) directly with
such Sub-Provider (for the avoidance of doubt, unless otherwise agreed in writing, no Party Subsidiary shall have any responsibility
for any fees or costs incurred under any such agreement) or by directing such Sub-Provider to enter into an agreement directly
with the relevant Party Subsidiary (such agreement to be on terms to be agreed between the parties thereto and only in respect
of such of the Services that the Service Provider wishes such Sub-Provider to discharge). Upon request, each Party Subsidiary shall
provide written confirmation to the Service Provider or, as the case may be, a Sub-Provider, that such Party Subsidiary and its
Vessel are being provided certain Services by the Service Provider or, as the case may be, the relevant Sub-Provider.


 


SECTION
2.4. The Service Provider’s power to delegate performance of any provision of this Agreement, including delegation by directing
a Sub-Provider to enter into an agreement directly with a Party Subsidiary in accordance with Section 2.3, shall not limit the
Service Provider’s liability to the



    	 



    	



    

7


 


Party Subsidiaries to perform
this Agreement with the intention that the Service Provider shall remain responsible to the Party Subsidiaries for the due and
timely performance of all duties and responsibilities of the Service Provider hereunder, PROVIDED HOWEVER, that to the extent
that any Sub-Provider has performed any such duty, the Service Provider shall not be under any obligation to perform again the
same duty.


 


ARTICLE
III



THE PARTY SUBSIDIARIES’ GENERAL OBLIGATIONS


 


SECTION
3.1. The Party Subsidiaries shall notify the Service Provider as soon as possible of any purchase of any vessel (whether the same
is a second-hand vessel or a Newbuild), the delivery of any Newbuild from the relevant builder or intermediate seller to the relevant
Party Subsidiary, the sale of any Vessel, the purchase or creation of any direct or indirect subsidiary of the Parent or the sale
or divestiture of any Party Subsidiary.


 


SECTION
3.2. The Party Subsidiaries shall promptly amend Schedule A to be reflective of any Resigning Party Subsidiary, Automatic Resigning
Party Subsidiary or Additional Party Subsidiary PROVIDED HOWEVER that failure to do so shall not affect which Subsidiary
of the Parent is actually a Party Subsidiary at any given time.


 


SECTION
3.3. The Party Subsidiaries shall pay punctually all sums due to the Service Provider under this Agreement in accordance with the
terms hereof.


 


SECTION
3.4. Each Party Subsidiary shall procure that any Subsidiary of the Parent which owns or operates a Container Vessel shall become
party to this Agreement. Each Party Subsidiary agrees that, save for any Konstantakopoulos Entities Affiliate, it has engaged the
Service Provider or any Sub-Provider to provide the Services on an exclusive basis and, without receiving the prior written approval
of the Service Provider or before it has lawfully terminated this Agreement in accordance with its terms, it will not engage any
other entity to provide any of the Services (unless such engagement only becomes effective after the termination of this Agreement).


 


ARTICLE
IV



THE SERVICE PROVIDER’S GENERAL OBLIGATIONS


 


SECTION
4.1. In the exercise of its duties hereunder, the Service Provider shall act in accordance with the reasonable policies, guidelines
and instructions from time to time communicated to it in writing by any Party Subsidiary.



    	 



    	



    

8


 


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


 


SECTION
4.3. The Service Provider shall exercise commercially reasonable care to cause all material property of any Party Subsidiary to
be clearly identified as such, held separately from the property of the Service Provider and, where applicable, held in safe custody.


 


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


 


SECTION
4.5. Notwithstanding anything to the contrary contained in this Agreement, the Service Provider agrees that any and all decisions
of a material nature relating to any Party Subsidiary or its Vessel or Newbuild shall be reserved to such Party Subsidiary.


 


SECTION
4.6. During the term hereof, the Service Provider shall promote the business of the Party Subsidiaries in accordance with the directions
of the authorized representative or, as the case may be, representatives of the respective Party Subsidiary and shall at
all times use commercially reasonable efforts to conform to and comply with the lawful and reasonable directions, regulations or
recommendations made by such authorized representative or, as the case may be, representatives, and in the absence of any specific
directions or recommendations as aforesaid and, subject to the terms and conditions of this Agreement, shall provide general administrative
and advisory services in connection with the business of the Party Subsidiary always to the extent permitted by the Service Provider’s
constitutional documents and governmental licenses/authorizations.


 


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


 


SECTION
4.8. During the term hereof, the Service Provider agrees that it will provide the Services to the Party Subsidiaries on an exclusive
basis and,



    	 



    	



    

9


 


without receiving the prior
consent of the Party Subsidiaries, it will not provide any Services or other services contemplated herein to any entity other than
to members of the Partnership Group or Affiliates of the Konstantakopoulos Entities.


 


SECTION
4.9. If a Vessel (which expression for the purposes of this Section shall include any Newbuild to be acquired by a Party Subsidiary)
and a Container Vessel directly or indirectly owned or operated by an unaffiliated third party are both available and meet the
criteria for a charter being fixed by the Service Provider, the Vessel shall be offered such charter first and the relevant Party
Subsidiary shall have 48 hours from such offer being received to accept such offer, failing which such charter shall be then offered
to the relevant third party. If a Vessel and a Container Vessel directly or indirectly owned or operated by the Partnership are
both available and meet the criteria for a charter being fixed by the Service Provider, the Container Vessel owned or operated
by the Partnership shall be offered such charter first, provided that such Container Vessel shall be subject to the terms of the
Omnibus Agreement, as applicable.


 


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


 


ARTICLE
V



REPRESENTATION AND OTHER ADMINISTRATIVE SERVICES


 


SECTION
5.1. The Service Provider shall provide certain representation and other administrative services to the Party Subsidiaries (in
the case of paragraphs (a)(i), (ii), (vi) and (vii), (b), (c) and (d) upon request by the relevant Party Subsidiary), including
the following:


 


(a) representing
each Party Subsidiary generally in its dealings and relations with third parties, including:


 


(i) keeping
all books and records of things done and transactions performed on behalf of any such Party Subsidiary as it may require from time
to time, including, but not limited to, liaising with accountants, lawyers and other professional advisors;


 


(ii) maintaining
the general ledgers of any such Party Subsidiary;


 


(iii) establishing
bank accounts with such financial institutions as a Party Subsidiary may request, managing, administering and reconciling of such
Party Subsidiary’s bank accounts;



    	 



    	



    

10


 


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


 


(v) assisting
with arranging board meetings of each such Party Subsidiary, director accommodation and travel for such board meetings and preparing
meeting materials and detailed papers and agendas for scheduled meetings of the board of directors of any Party Subsidiary (and
any and all committees thereof) that, where applicable, contain such information as is reasonably available to the Service Provider
to enable the relevant board of directors (and any such committees) to base their opinion;


 


(vi) preparation
of periodic consolidated financial statements of the Party Subsidiaries, including, but not limited to, those required for governmental
and regulatory or self-regulatory agency filings and reports to shareholders, arranging of the auditing and/or review of any such
financial statements and the provision of related data processing services;


 


(vii) preparing
and providing (or procuring, at the relevant Party Subsidiary’s cost, a third party service provider to prepare and provide)
tax returns required by any law or regulatory authority;


 


(b) arranging
for the provision of advisory services (either directly or, at the relevant Party Subsidiary’s cost, through a third party
service provider) to ensure that such Party Subsidiary is in compliance with all applicable laws, including all relevant securities
laws;


 


(c) assisting
the Party Subsidiaries in establishing and maintaining a system of internal controls sufficient to satisfy any applicable law or
regulatory requirements; and


 


(d) negotiating
the terms and thereafter arranging for cash management services, in each case with a third party provider at the cost of such Party
Subsidiary.


 


ARTICLE
VI



CREWING SERVICES


 


SECTION
6.1. The Service Provider shall, upon the request of a Party Subsidiary, provide to such Party Subsidiary one or more of the following
crewing services:



    	 



    	



    

11


 


(i) selecting
and engaging the crew of a Vessel;


 


(ii) arranging
for the execution of appropriate employment contract for such crew between the relevant crew members and the relevant Party Subsidiary,
always in accordance with the applicable provisions of law;


 


(iii) arranging
for the transportation of such crew, including repatriation, board and lodging as and when required at rates and type of accommodation
as customary in the industry;


 


(iv) handling
all payroll arrangements, pension administration, hospital expenses, transportation and repatriation expenses, and insurances for
such crew; and


 


(v) handling
any labour accident or sickness of any crew member of a Vessel, including any hospital or other medical expenses and/or doctor
fees, injury compensation etc.


 


ARTICLE
VII



BROKING AND OTHER COMMERCIAL SERVICES


 


SECTION
7.1. The Service Provider shall provide to the Party Subsidiaries, upon request by the relevant Party Subsidiary, one or more of
the following broking and other commercial services:


 


(a) providing
charter broking and other chartering services and all matters related thereto, including seeking and negotiating employment for
each Vessel and the conclusion (including the execution thereof) of charter parties or other contracts relating to the employment
of such Vessel, whether on a voyage, time, demise, contract of affreightment or other basis (if such contract exceeds a period
of 36 months, consent in writing shall first be obtained from the relevant Party Subsidiary);


 


(b) arranging
of the proper payment to the relevant Party Subsidiary or its nominees of all hire and/or freight revenues or other moneys of whatsoever
nature to which such Party Subsidiary ay be entitled arising out of the employment or otherwise in connection with the relevant
Vessel;


 


(c) providing
voyage estimates and accounts and calculating of hire, freights, demurrage and/or dispatch moneys due from or due to the charterers
of a Vessel;






    	 



    	



    

12


 


(d) issuing
to the crew of a Vessel appropriate voyage instructions and monitoring voyage performance;


 


(e) appointing
agents in an port of the world, handling payments to such agents and auditing the expenses thereof;


 


(f) carrying
out the necessary communications with the shippers, charterers and other involved with the receiving and handling of a Vessel
at the relevant loading and discharging ports;


 


(g) invoicing
on behalf of the relevant Party Subsidiary all freights, hires, demurrage, outgoing claims, refund of taxes, balances of disbursements,
statements of account and other sums due to a Party Subsidiary and account receivables arising from the operation of a Vessel
and, upon the request of the relevant Party Subsidiary, issuing releases on behalf of such Party Subsidiary upon receipt of payment
or settlement of any such amounts;


 


(h) preparing
off-hire statements and/or hire statements;


 


(i) providing
marine insurance broking and advisory services and all matters related thereto, including seeking and negotiating insurance cover
for each Vessel, the conclusion (including the execution thereof) of the relevant insurance contacts or entries for such Vessel,
and the payment of the relevant insurance premiums or P&I calls (either directly or by employing the services (at the relevant
Party Subsidiary’s cost) of a third party broker);


 


(j) providing
ship sale and purchase broking services and all matters related thereto, including the seeking and the negotiation of any sale
and purchase agreement of a Vessel (whether a second-hand or Newbuild), the supervision of such sale or purchase and the performance
of any sale or purchase agreement (either directly or by employing the services (at the relevant Party Subsidiary’s cost)
of a third party broker);


 


(k) providing
newbuilding, conversion and shiprepair broking services and all matters related thereto (either directly or by employing the services
(at the relevant Party Subsidiary’s cost) of a third party broker);


 


(l) providing
average adjusting services and all matters related thereto in relation to a Vessel; and


 


(m) managing
relationships between any Party Subsidiary and any existing or potential charterers, shipbuilders, shiprepair 



    	 



    	



    
13


 

yards, insurers,
lenders, shipmanagers, manning agents and other shipping industry service providers/participants.


 


ARTICLE
VIII


 


SERVICEs
FEES AND EXPENSES


 


SECTION
8.1. In consideration of the Service Provider providing the Services to each Party Subsidiary, each such Party Subsidiary shall
pay the Service Provider the following fees (together, the “Services Fees” and, on a per Party Subsidiary/Vessel
basis, the “Service Fee”):


 


(a) monthly
in arrears, a fee in United States Dollars equal to 0.60% calculated on the aggregate of the gross freight, demurrage, charter
hire, ballast bonus or other income obtained for the employment of the Vessel of the relevant Party Subsidiary during the term
hereof, payable to the Service Provider, only to the extent such freight, demurrage, charter hire, ballast bonus or other income,
as the case may be, is received as revenue; and


 


(b) on
each Payment Date falling after the date of this Agreement a fee equal to the Applicable Fraction of US$625,000 payable in cash;
and


 


(c) on
each Payment Date falling after the date of this Agreement, a fee in United States Dollars (the “Relevant Fee”)
equal to the Applicable Fraction of:


 


A x B


 


PROVIDED
HOWEVER, that the Service Provider has the right to request in writing (the “Share Request”) to receive
from each Party Subsidiary instead of the Relevant Fee payable by such Party Subsidiary for such Payment Date, a number of common
stock of the Parent equal to the Applicable Fraction of B for such Payment Date. Upon receipt of a Share Request by a Party Subsidiary,
such Party Subsidiary shall pay the appropriate Relevant Fee to the Parent and shall procure that the Parent shall as soon as
possible (i) deliver the relevant common stock to the Service Provider, (ii) advise the Transfer Agent accordingly and (ii) deliver
to the Service Provider a duly executed Registration Rights Agreement providing for the transferability of such common stock to
any of the Konstantakopoulos’ Entities PROVIDED HOWEVER FURTHER that Service Provider is aware and acknowledges that
there are limitations and restrictions on the circumstances under which it may offer to sell, transfer or otherwise dispose of
the 



    	 



    	



    
14


 

common stock to be acquired by it including certain restrictions on transfer under the applicable securities laws.


 


SECTION
8.2. For the purposes of Section 8.1, the following terms shall have the following meanings:


 


“A”
is, in relation to a Payment Date, the average of the closing price of the common stock of the Parent on the New York Stock Exchange
for the ten trading days ending on such Payment Date.


 


“B”
is Y x 0.2%.


 


“Y”
is, in relation to a Payment Date, the number of validly issued, fully paid and non-assessable shares of the common stock of the
Parent outstanding as of 1 January 2015, as such number may be increased by a stock split or, as the case may be, may be reduced
by a reverse stock split of the Parent’s common stock as of such Payment Date. For the avoidance of doubt, there were 74,800,000
shares of issued and outstanding common stock of the Parent as of January 1, 2015.


 


SECTION
8.3. The Services Fees will be fixed throughout the term of this Agreement and shall not be subject to adjustment for Euro/U.S.
Dollar exchange rate fluctuations or inflation, save that the Service Fee for each Vessel payable pursuant to Section 8.1(b) may
be adjusted pursuant to Section 8.4.


 


SECTION
8.4. The Services Fees payable pursuant to Section 8.1(b), for the 12-month period starting on January 1, 2016 and for each subsequent
12-month period falling thereafter (each such 12-month period referred to hereinafter as an “Annual Period”)
will, in each case, be adjusted upwards with effect from the beginning of such Annual Period if:


 


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


 


(i) in the
case of the first Annual Period starting on the day falling immediately after 31 December 2015, the rate existing on the business
day immediately prior to the date of this Agreement, and



    	 



    	



    
15


 


(ii) in the
case of each subsequent Annual Period, the previous Euro/U.S. Dollar average calculated for the purposes of this Section 8.4 in
respect of the immediately previous Annual Period,


 


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


 


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


 


SECTION
8.5. The Service Provider shall, subject to Section 8.6, pay for all usual office expenses incurred by it as the Service Provider.


 


SECTION
8.6. Each Party Subsidiary hereby acknowledges that any capital expenditure, financial costs, operating expenses for its Vessel
and any general and administrative expenses of such Party Subsidiary whatsoever are not covered by the Service Fee and any such
expenditure, costs and expenses shall be paid fully by the relevant Party Subsidiary, whether directly to third parties (which
for the avoidance of doubt shall include any Sub-Provider) or by payment to such third parties through the Service Provider and
to the extent incurred by the Service Provider, shall be reimbursed to it by such Party Subsidiary. The said capital expenditure,
financial costs, operating expenses for each Party Subsidiary and its Vessel and general and administrative expenses of each Party
Subsidiary include, without limiting the generality of the foregoing, items such as:


 


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


 


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


 


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


 


(d) any
commissions, fees, remuneration or disbursements due to lawyers, brokers, agents, surveyors, consultants, financial advisors,
investment bankers, insurance advisors or any other third parties (other than, if applicable, a Related Service Provider) whatsoever
sub-contracted to the Service Provider in the normal 



    	 



    	



    
16


 

and reasonable course of meeting the Service Provider’s duties and
obligations under this Agreement including the duties provided in Articles V, VI and VII of this Agreement;


 


(e) applicable
deductibles, insurance premiums and/or P&I calls;


 


(f) compensation
expenses for employees other than of the Service Provider;


 


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


 


(h) any
other out of pocket expenses that are incurred by the Service Provider in the performance of the Services pursuant to this Agreement.


 


SECTION
8.7. The Service Provider shall have the right to demand the Service Fee payable in relation to each Party Subsidiary and its
Vessel from either all the Party Subsidiaries or such Party Subsidiary. By written notice to the Party Subsidiaries, the Service
Provider may direct the Party Subsidiaries to pay any amounts owing by the Service Provider to any Sub-Provider pursuant to a
subcontract of any provisions of this Agreement, directly to the relevant Sub-Provider.


 


SECTION
8.8. In the event that this Agreement is terminated, other than by reason of default by the Service Provider, the Services Fees
payable to the Service Provider under Section 8.1 shall be payable for a further period of three months from the termination date.
The fees payable for the said three months shall be paid in one lump sum in advance on the termination of this Agreement.


 


ARTICLE
IX


 


CORPORATE
PLANNING AND EXPENSES


 


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


 


SECTION
9.2. Insofar as any moneys are collected from third parties by the Service Provider under the terms of this Agreement (other than
moneys payable by a Party Subsidiary to the Service Provider), such moneys and any interest thereon shall be held to the credit
of the relevant Party Subsidiary in a separate bank account in the name thereof. Interest on any such bank account shall be for
the benefit of the relevant Party Subsidiary.



    	 



    	



    
17


 


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


 


SECTION
9.4. To the extent that a Related Service Provider has been appointed in accordance with the terms of Section 2.3, it is agreed
by the Party Subsidiaries and the Service Provider for the benefit of such Related Service Provider that the provisions of Article
VIII shall apply to such Related Service Provider as if such provisions were repeated herein, but with references to:


 


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


 


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


 


(c) the
“Vessels” being deemed as references to the Vessels being services by such Related Service Provider under a services
agreement entered into directly with the relevant Party Subsidiaries;


 


(d) the
“Party Subsidiaries” being deemed as references to the relevant Party Subsidiaries; and


 


(e) references
to “this Agreement” being deemed as references to any services agreement signed by such Related Service Provider directly
with the relevant Party Subsidiaries.


 


ARTICLE
X


 


LIABILITY
AND INDEMNITY


 


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


 


SECTION
10.2. The Service Provider, including its officers, directors, employees, shareholders, agents, sub-contractors and any Sub-Provider
(the “Service Provider Related Parties”) shall be under no liability whatsoever to 



    	 



    	



    
18


 

any Party Subsidiary or
to any third party (including the crew of a Vessel) for any loss, damage, delay or expense of whatsoever nature, whether direct
or indirect (including but not limited to loss of profit arising out of or in connection with detention of or delay to a Vessel),
and howsoever arising in the course of the performance of this Agreement, unless and to the extent that the same is proved to
have resulted solely from the gross negligence or willful misconduct of the Service Provider, its officers, employees, agents,
sub-contractors or any Sub-Provider.


 


SECTION
10.3. Notwithstanding anything that may appear to the contrary in this Agreement, the Service Provider shall not be liable for
any of the actions of the crew of a Vessel, even if such actions are negligent, grossly negligent or willful, except only to the
extent that they are shown to have resulted from a failure by the Service Provider to discharge its obligations under Article
VI, in which case the Service Provider’s liability shall be limited in accordance with the terms of this Article X.


 


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


 


SECTION
10.5. It is hereby expressly agreed that no employee or agent of the Service Provider (including any sub-contractor from time
to time employed by the Service Provider) shall in any circumstances whatsoever be under any liability whatsoever to any Party
Subsidiary or any third party for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from
any act, neglect or default on his part while acting in the course of or in connection with his employment or agency and, without
prejudice to the generality of the foregoing provisions in this Article X, every exemption, limitation, condition and liberty
herein contained and every right, exemption from liability, defense and immunity of whatsoever nature applicable to the Service
Provider or to which the Service Provider is entitled hereunder shall also be available and shall extend to protect every such
employee or agent of the Service Provider acting as aforesaid, and for the purpose of all the foregoing provisions of this Article
X, the Service Provider is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons
who are or might be the Service Provider’s servants or agents from time to time (including sub-contractors as aforesaid)
and all such persons shall to this extent be or be deemed to be parties to this Agreement. Nothing in this Section 10.5 shall
be construed so as to further limit any liability the Service Provider may have to the Party Subsidiaries under Section 10.2.



    	 



    	



    
19


 


SECTION
10.6. The provisions of this Article X shall survive any termination of this Agreement.


 


ARTICLE
XI


 


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


 


SECTION
11.1. Except as may be provided in this Agreement or in any separate written agreement between any Party Subsidiary and the Service
Provider or a Sub-Provider, the Service Provider and any Sub-Provider shall be an independent contractor and not the agent of
any Party Subsidiary and shall have no right or authority to incur any obligation on behalf of any Party Subsidiary or to bind
any Party Subsidiary in any way whatsoever. Nothing in this Agreement shall be deemed to make the Service Provider or any Sub-Provider
or any of their subsidiaries or employees an employee, joint venturer or partner of any Party Subsidiary.


 


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


 


SECTION
11.3. Notwithstanding the other provisions of this Agreement:


 


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



    	 



    	



    
20


 

omission, forgetfulness or want of prudence on the part of any such banker, accountant, broker,
lawyer, agent or adviser or other person as aforesaid;


 


(b) the
Service Provider or, as the case may be, a Sub-Provider shall not be under any obligation to carry out any request, resolution,
instruction, direction or recommendation of any Party Subsidiary or its agents if the performance thereof is or would be illegal
or unlawful; and


 


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


 


ARTICLE
XII


 


TERMINATION
OF THIS AGREEMENT


 


SECTION
12.1. This Agreement shall be effective as of the Effective Date and, subject to Sections 12.2, 12.3, 12.4 and 12.5, shall continue
until December 31, 2015 (the “Initial Term”). Thereafter the term of this Agreement shall be extended on a
year-to-year basis for up to ten times (each a “Subsequent Term”) unless the Party Subsidiaries, at least 12
months prior to the end of the then current term, give written notice to the Service Provider that they wish to terminate this
Agreement at the end of the then current term. In no event will the term of this Agreement extend beyond the date falling ten
years after the last day of the Initial Term.


 


SECTION
12.2. The Party Subsidiaries shall be entitled to terminate this Agreement by notice in writing to the Service Provider if:


 


(a) the
Service Provider defaults in the performance of any material obligation under this Agreement, subject to a cure right of 20 Business
Days following written notice by the Party Subsidiaries;


 


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



    	 



    	



    

21


 

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


 


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


 


SECTION
12.3. The Service Provider shall be entitled to terminate this Agreement by notice in writing to the Party Subsidiaries if:


 


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


 


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


 


(c) there
is a Change in Control of the Party Subsidiaries.


 


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


 


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


 


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



    	 



    	



    
22


 

appointed over the whole or a substantial
part of the other party’s undertaking, property or assets; or (vi) if an order is made or a resolution is passed for the
other party’s winding up; OR


 


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


 


SECTION
12.5. Upon the effective date of termination pursuant to this Article XII, the Service Provider shall promptly terminate its services
hereunder, after taking reasonable commercial steps to minimize any interruption to the business of the Party Subsidiaries.


 


SECTION
12.6. Upon termination, the Service Provider shall, as promptly as possible, submit a final accounting of funds received and disbursed
under this Agreement and of any remaining Service Fee and/or any other funds due from any Party Subsidiary, calculated pro rata
to the date of termination, and any non-disbursed funds of any Party Subsidiary in the Service Provider’s possession or
control will be paid by the Service Provider as directed by such Party Subsidiary promptly upon the Service Provider’s receipt
of all sums then due to it under this Agreement, if any.


 


SECTION
12.7. Upon termination of this Agreement, the Service Provider shall release to the Party Subsidiaries the originals where possible,
or otherwise certified copies, of all such accounts and all documents specifically relating to a Party Subsidiary or its Vessel
or the provision of the Services.


 


SECTION
12.8. Upon termination of this Agreement either by the Service Provider for any reason (other than pursuant to Section 12.4(c))
or by the Party Subsidiaries pursuant to Section 12.1, the Party Subsidiaries shall be liable to pay to the Service Provider as
liquidated damages an amount in U.S. Dollars equal to the lesser of (a) ten times and (b) the number of full years remaining prior
to the date falling ten years after the last day of the Initial Term times, in each case, the aggregate fees due and payable to
the Service Provider under the terms of this Agreement during the 12-month period ending on the date of termination of this Agreement,
PROVIDED ALWAYS, that the amount of liquidated damages payable thereunder shall never be less than two times the aggregate
fees due and payable to the Service Provider under the terms of this Agreement during the 12-month period ending on the date of
termination of this Agreement.


 


SECTION
12.9. The provisions of this Article XII shall survive any termination of this Agreement.



    	 



    	



    
23


 


ARTICLE
XIII


 


ADDITION
AND RESIGNATION OF SUBSIDIARIES


 


SECTION
13.1. Any Subsidiary of the Parent owning or operating a Container Vessel or having contracted a Newbuild and not already a Party
Subsidiary, shall request it becomes a party to this Agreement (the “Additional Party Subsidiary”) as soon
as possible after becoming the owner or operator of such Vessel or, as the case may be, contracting such Newbuild. The Additional
Party Subsidiary shall become a party to this Agreement upon it and the Service Provider both executing a duly completed Accession
Letter.


 


SECTION
13.2. Any Party Subsidiary may request that it ceases to be a party to this Agreement (the “Resigning Party Subsidiary”)
by delivering to the Service Provider a duly completed and executed Resignation Letter. The Resigning Party Subsidiary shall cease
to be a Party Subsidiary and shall have no further rights or obligations under this Agreement upon the Service Provider accepting
such Resignation Letter by counter-signing the same.


 


SECTION
13.3. Unless the parties hereto agree otherwise, any Party Subsidiary whose Vessel (including any Newbuild) is sold or becomes
a total loss or of whose newbuilding contract is terminated or cancelled (the “Automatic Resigning Party Subsidiary”),
shall be deemed to have resigned from this Agreement as of the date of such sale, loss, termination or cancellation without the
need for any Resignation Letter to be delivered in accordance with Section 13.2, upon which the Automatic Resigning Party Subsidiary
shall cease to be a Party Subsidiary and shall have no further rights or obligations under this Agreement (unless the parties
hereto have agreed otherwise in writing).


 


ARTICLE
XIV


 


NOTICES


 


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


 


(a) in relation
to a Party Subsidiary, at:


 


c/o Costamare Inc.

Guildo Pastor Center,

7 rue du Gabian

98000 Monaco


 


Telefax:
to be advised



    	 



    	



    
24


 


Attention:
Gerant


 


(b) in relation
to the Service Provider at:


 


Costamare Shipping Services
Ltd.

60 Zephyrou Street & Syngrou Avenue,

Palaio Faliro, Athens, Greece


 


Telefax: +30 210 9409081

Attention: General Manager


 


ARTICLE
XV


 


APPLICABLE
LAW


 


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


 


SECTION
15.2. Except for Sections 2.2, 8.6 and 8.7 and Articles X and XI which can be relied on by a Sub-Provider (other than V.Ships)
and Sections 2.2, 8.6, 8.7 and 9.4 and Articles X and XI which can be relied on by a Related Service Provider, no other term of
this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.


 


ARTICLE
XVI


 


ARBITRATION


 


SECTION
16.1. All disputes arising out of this Agreement and/or any non-contractual obligations connected with it shall be arbitrated
in London in the following manner. One arbitrator is to be appointed by each of the Service Provider and the Party Subsidiaries
(acting as one) and a third by the two so chosen. Their decision or that of any two of them shall be final. The arbitrators shall
be commercial persons, conversant with shipping matters. Such arbitration is to be conducted in accordance with the London Maritime
Arbitration Association (LMAA) Terms current at the time when the arbitration proceedings are commenced and in accordance with
the Arbitration Act 1996 or any statutory modification or re-enactment thereof.


 


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



    	 



    	



    
25


 


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


 


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


 


ARTICLE
XVII


 


MISCELLANEOUS


 


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


 


SECTION
17.2. During the term hereof, the Service Provider will not provide services hereunder through, or otherwise cause any Party Subsidiary
to have, an office or fixed place of business in the United States.


 


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


 


[Remainder
of page intentionally left blank]



    	 



    	



    
26


 

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


 


	 	EACH OF THE SUBSIDIARIES SET OUT IN SCHEDULE A
	 	 
	 	by:
	 		/s/ Konstantinos V. Konstatnakopoulos
	 	 	Name: Konstantinos V. Konstatnakopoulos 

Title: Chief Executive Officer
	 	 
	 	COSTAMARE SHIPPING SERVICES LTD.
	 	 
	 	by:
	 		/s/ Diamantis Manos
	 	 	Name: Diamantis Manos 

Title: President




 


[Signature page to the Services Agreement]



    	 



    	



    

SCHEDULE
A


 


SUBSIDIARIES


 


	1.	Achilleas Maritime Corporation
	 	 
	2.	Adele Shipping Co.
	 	 
	3.	Alexia Transport Corp.
	 	 
	4.	Angistri Corporation
	 	 
	5.	Bastian Shipping Co.
	 	 
	6.	Bullow Investments Inc.
	 	 
	7.	Cadence Shipping Co.
	 	 
	8.	Cagney Shipping Co.
	 	 
	9.	Capetanissa Maritime Corporation
	 	 
	10.	Caravokyra Maritime Corporation
	 	 
	11.	Christos Maritime Corporation
	 	 
	12.	Costachille Maritime Corporation
	 	 
	13.	Costis Maritime Corporation
	 	 
	14.	Dino Shipping Co.
	 	 
	15.	Edith Shipping Co.
	 	 
	16.	Fanakos Maritime Corporation
	 	 
	17.	Fastsailing Maritime Co.
	 	 
	18.	Fay Shipping Co.
	 	 
	19.	Finch Shipping Co.
	 	 
	20.	Flow Shipping Co.
	 	 
	21.	Haley Shipping Co.
	 	 
	22.	Idris Shipping Co.




    	 



    	



    
28


 


	23.	Jodie Shipping Co.
	 	 
	24.	Joyner Carriers S.A.
	 	 
	25.	Kalamata Shipping Corporation
	 	 
	26.	Kayley Shipping Co.
	 	 
	27.	Kelsen Shipping Co.
	 	 
	28.	Lang Shipping Co.
	 	 
	29.	Leroy Shipping Co.
	 	 
	30.	Lindner Shipping Co.
	 	 
	31.	Madelia Shipping Co.
	 	 
	32.	Mansel Shipping Co.
	 	 
	33.	Marathos Shipping Co.
	 	 
	34.	Marina Maritime Corporation
	 	 
	35.	Mas Shipping Co.
	 	 
	36.	Merten Shipping Co.
	 	 
	37.	Miko Shipping Co.
	 	 
	38.	Montes Shipping Co.
	 	 
	39.	Navarino Maritime Corporation
	 	 
	40.	Nicky Shipping Co.
	 	 
	41.	Odette Shipping Co.
	 	 
	42.	Percy Shipping Co.
	 	 
	43.	Quentin Shipping Co.
	 	 
	44.	Raymond Shipping Co.
	 	 
	45.	Rena Maritime Corporation
	 	 
	46.	Sander Shipping Co.
	 	 
	47.	Takoulis Maritime Corporation




    	 



    	



    
29


 


	48.	Timpson Shipping Co.
	 	 
	49.	Terance Shipping Co.
	 	 
	50.	Undine Shipping Co.
	 	 
	51.	Uriza Shipping Co.
	 	 
	52.	Valli Shipping Co.
	 	 
	53.	Virna Shipping Co.
	 	 
	54.	Walso Shipping Co.
	 	 
	55.	Speedy Shipping Co.




    	 



    	



    
30


 

SCHEDULE
B


 


FORM
OF ACCESSION LETTER


 


	To:	COSTAMARE SHIPPING SERVICES LTD.
	 	 
	From:	[additional Party Subsidiary]


 


Dated:


 


Dear Sirs,


 


Services Agreement dated [        ]
(the “Agreement”)


 


	1	We refer to the Agreement.  This
    is an Accession Letter.  Terms defined in the Agreement have the same meaning in this Accession Letter unless given
    a different meaning in this Accession Letter.
	 	 
	2	[Subsidiary] agrees to become
    an Additional Party Subsidiary and to be bound by the terms of the Agreement as an Additional Party Subsidiary pursuant to
    Section 13.1 of the Agreement.  [Subsidiary] is a company duly incorporated under the laws of [name of
    relevant jurisdiction].
	 	 
	3	This Accession Letter and any non-contractual
    obligations arising out of or in connection with it are governed by and shall be construed in accordance with English law.
	 	 
	4	This Accession Letter is entered
    into by deed.
	 	 


	 	COSTAMARE SHIPPING SERVICES LTD.	  [Subsidiary]




    	 



    	



    
31


 

SCHEDULE
C


 


FORM
OF RESIGNATION LETTER


 


	To:	COSTAMARE SHIPPING SERVICES LTD.
	 	 
	From:	[resigning Party Subsidiary]


 


Dated:


 


Dear Sirs,


 


Services Agreement dated [        ]
(the “Agreement”)


 


	1	We refer to the Agreement.  This
    is a Resignation Letter.  Terms defined in the Agreement have the same meaning in this Resignation Letter unless
    given a different meaning in this Resignation Letter.
	 	 
	2	Pursuant to Section 13.2 of the
    Agreement, we request that [resigning Party Subsidiary] be released from its obligations as a Party Subsidiary under
    the Agreement.
	 	 
	3	This Resignation Letter and any
    non-contractual obligations arising out of or in connection with are governed by and shall be construed in accordance with
    English law.


 

	[Subsidiary]	 
	 	 
	 	 
	 	 
	By:	 
	 	 
	I hereby
acknowledge receipt of this Resignation Letter and accept the request set out in clause 2 hereof.
	 	 
	COSTAMARE SHIPPING SERVICES LTD.	 
	 	 
	 	 
	 	 
	By: