Exhibit 4.11


 


 



 


COSTAMARE INC.


 


- and –


 


COSTAMARE SHIPPING
COMPANY S.A.


 


FRAMEWORK AGREEMENT


 



 




    	 



    	



    


TABLE OF CONTENTS


	 	 	Page
	 	 	 
	ARTICLE I	INTERPRETATION	1
	 	 	 
	ARTICLE II	APPOINTMENT	6
	 	 	 
	ARTICLE III	THE PARENT’S GENERAL OBLIGATIONS	7
	 	 	 
	ARTICLE IV	THE MANAGER’S GENERAL OBLIGATIONS	8
	 	 	 
	ARTICLE V	ADMINISTRATIVE SERVICES	9
	 	 	 
	ARTICLE VI	COMMERCIAL SERVICES	10
	 	 	 
	ARTICLE VII	INTENTIONALLY OMITTED	11
	 	 	 
	ARTICLE VIII	INTENTIONALLY OMITTED	11
	 	 	 
	ARTICLE IX	MANAGEMENT FEES AND EXPENSES	11
	 	 	 
	ARTICLE X	BUDGETS, CORPORATE PLANNING AND EXPENSES	14
	 	 	 
	ARTICLE XI	LIABILITY AND INDEMNITY	17
	 	 	 
	ARTICLE XII	RIGHTS OF THE MANAGER AND RESTRICTIONS ON THE MANAGER’S AUTHORITY	18
	 	 	 
	ARTICLE XIII	TERMINATION OF THIS AGREEMENT	19
	 	 	 
	ARICLE XIV	NOTICES	22
	 	 	 
	ARTICLE XV	APPLICABLE LAW	22
	 	 	 
	ARTICLE XVI	ARBITRATION	23
	 	 	 
	ARTICLE XVII	MISCELLANEOUS	23
	 	 	 
	APPENDIX I	FORM OF SHIPMANAGEMENT AGREEMENT	 
	 	 	 
	APPENDIX II	FORM OF SUPERVISION AGREEMENT	 




    	 



    	



    


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


(1)     COSTAMARE
INC., a Marshall Islands corporation (the “Parent”); and


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


WHEREAS:


(A)     The
Parent wholly owns the entities set out in Schedule A, as such Schedule A may be amended from time to time (the “Subsidiaries”),
each of which owns or operates or has agreed to purchase one or more Container Vessels (as defined below) (the “Vessels”).


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


(C)     The
Parent and the Manager desire to adopt this Agreement, pursuant to which the Manager shall, either directly and/or through a Submanager
(as defined below), provide certain ship management services to the Subsidiaries as specified herein.


NOW, THEREFORE, THE PARTIES HEREBY
AGREE:


ARTICLE
I



INTERPRETATION


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


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


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


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


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


“Beneficial Owner”
has the meaning set forth in Rule 13d-3 under the Exchange Act. For purposes of this definition, such person or group shall be
deemed to Beneficially Own any outstanding voting securities of a company held by any other




    	 



    		2



    


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


“Change
in Control of the Parent” means the occurrence of any of the following events: (a) a “person” or “group”
(within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act or any successor provision 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 become 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 majority of the members of the Board
are not Continuing Directors.


“Consent
of the Parent” means the prior written consent of the majority of the Independent Directors of the Parent.


“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 date of this Agreement, or (ii) was nominated for election or elected to the Board of Directors with the approval of
the board of directors then still in




    	 



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office or who were either directors
immediately after the date of this Agreement or whose nomination or election was previously so approved.


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


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


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


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


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


“Executive
Officers” means the Chief Executive Officer, the Chief Operating Officer (if any) and the Chief Financial Officer of
the Parent.


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


“General
Partner” means Costamare Partners GP LLC a Marshall Islands limited liability company, as general partner of Costamare
Partners.


“Independent
Directors” means those members of the Board of Directors that qualify as independent directors within the meaning of
Rule 10A-3 promulgated under the Exchange Act and the listing criteria of the New York Stock Exchange.


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


“Konstantakopoulos
Entities” means:


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



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



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



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




    	 



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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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




    	 



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


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


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


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


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


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


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


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


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


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


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




    	 



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ARTICLE
II



APPOINTMENT


SECTION 2.1. The
Parent shall procure that the Manager shall be appointed by (a) each Subsidiary pursuant to the provisions of Section 3.3 as the
technical and/or commercial manager of each such Subsidiary’s Vessel on the terms and conditions of the relevant Shipmanagement
Agreement and (b) each Subsidiary to be acquiring a Newbuild, pursuant to the provisions of Section 3.4 as the supervisor of the
construction thereof on the terms and conditions of the relevant Supervision Agreement.


SECTION 2.2. The
Manager agrees to provide:


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


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


(c) the Management
Services in respect of each Vessel specified in each Shipmanagement Agreement (the services to be provided under Sections 2.2(a),
2.2(b) and 2.2(c) collectively the “Services”).


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


SECTION 2.3. The Manager
may upon notice to the Parent appoint any person (a “Submanager”) at any time throughout the duration of this
Agreement to discharge any of the Manager’s duties under this Agreement or a Shipmanagement Agreement or a Supervision Agreement,
provided that if such person is not a Related Manager or V.Ships, the Manager shall obtain the written Consent of the Parent prior
to such appointment (such Consent of the Parent shall not be unreasonably withheld or delayed). The Manager shall appoint a Submanager
either by entering into a management agreement or supervision agreement (such management agreement or supervision agreement to
be on terms to be agreed between the parties thereto and only in respect of the services that the Manager wishes such Submanager
to discharge) directly with such Submanager (for the avoidance of doubt, unless otherwise agreed in writing, no Subsidiary shall
have any responsibility for any fees or costs incurred under any such management agreement or supervision agreement) or by directing
such Submanager to enter into a management agreement or supervision agreement directly with the relevant Subsidiary (such management
agreement or supervision agreement to be on terms to be agreed between the parties thereto and only in respect of the services
that the Manager wishes such Submanager to discharge). The Parent shall procure that each Subsidiary




    	 



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shall provide written confirmation
to the Manager or, as the case may be, a Submanager, that such member’s Vessel is commercially and/or technically managed
by the Manager or, as the case may be, the relevant Submanager.


SECTION 2.4. The
Manager’s power to delegate performance of any provision of this Agreement, including delegation by directing a Submanager
to enter into a management agreement or supervision agreement directly with a Subsidiary in accordance with Section 2.3, shall
not limit the Manager’s liability to perform this Agreement with the intention that the Manager shall remain responsible
for the due and timely performance of all duties and responsibilities of the Manager hereunder, PROVIDED HOWEVER, that
to the extent that any Submanager has performed any such duty, the Manager shall not be under any obligation to perform again
the same duty.


ARTICLE
III



THE PARENT’S GENERAL OBLIGATIONS


SECTION 3.1. The
Parent shall notify the Manager as soon as possible of any purchase of any vessel by a Subsidiary (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 Subsidiary
to take ownership of such Newbuild, 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 Subsidiary and shall promptly amend Schedule A, to be reflective of any such development.
Such amended Schedule A shall be effective on any such day as mutually agreed by the Parent and the Manager, which date shall
be no later than five Business Days after delivery of such amended Schedule A to the Manager by the Parent.


SECTION 3.2. For
each Vessel the Parent shall cause the relevant Subsidiary to enter into with the Manager, and the Manager shall enter into with
such Subsidiary, a contract substantially in the form attached as Appendix I (each a “Shipmanagement Agreement”
and, collectively, the “Shipmanagement Agreements”), with such alterations and additions as are appropriate.


SECTION 3.3. For
each Newbuild the Parent shall cause the relevant Subsidiary to enter into with the Manager, and the Manager shall enter into
with such Subsidiary, a contract substantially in the form attached as Appendix II (each a “Supervision Agreement”
and, collectively, the “Supervision Agreements”) with such alterations and additions as are appropriate.


SECTION 3.4. The Parent
shall procure that each relevant Subsidiary (a) performs its obligations under any Shipmanagement Agreement or any Supervision
Agreement to which it is a party and (b) does not take any action or omit to take any action the effect of which is to cause the
Subsidiaries or the Manager or a Submanager to be in breach of this Agreement, any Shipmanagement Agreement and/or any Supervision
Agreement.




    	 



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SECTION 3.5. The
Parent agrees that, save for any Konstantakopoulos Entity Affiliate, the Manager has been engaged to provide the Services on an
exclusive basis and, without receiving the prior written approval of the Manager or before it has lawfully terminated this Agreement
in accordance with its terms, it will procure that no Subsidiary shall 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 MANAGER’S GENERAL OBLIGATIONS


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


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


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


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


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


SECTION 4.6. The Manager,
in the performance of its responsibilities under this Agreement, any Supervision Agreement or any Shipmanagement Agreement, shall
exercise commercially reasonable care to cause any purchases of products or services from any of its Affiliates to be on terms
no less favorable to the Manager than the market prices for products or services that the Manager could obtain on an arm’s
length basis from unrelated parties.




    	 



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SECTION 4.7. During
the term hereof, the Manager agrees that it will provide the Services to the Subsidiaries on an exclusive basis and, without receiving
the prior Consent of the Parent, it will not provide any Services or other services contemplated herein to any entity other than
the Subsidiaries; provided, however, the Manager may also provide the Services to (i) entities formed pursuant to the Framework
Agreement between the Parent, Costamare Ventures Inc. and York dated 15 May 2013 as amended from time to time and (ii) to subsidiaries
of Costamare Partners.


SECTION 4.8. If a
Vessel (which expression for the purposes of this Section shall include any Newbuild to be acquired by a Subsidiary) and a Container
Vessel directly or indirectly owned or operated by a third party are both available and meet the criteria for a charter being
fixed by the Manager, the Vessel shall be offered such charter first and the Parent shall have 48 hours from such offer being
received to accept such offer, failing which such charter shall be then offered to the relevant third party. If a Vessel and a
Container Vessel directly or indirectly owned or operated by Costamare Partners are both available and meet the criteria for a
charter being fixed by the Manager, the Container Vessel owned or operated by Costamare Partners shall be offered such charter
first, provided that such Container Vessel shall be subject to the terms of the Omnibus Agreement, as applicable.


SECTION 4.9. The
Manager shall at all times maintain appropriate and necessary accounts and records as regards the Services and shall make the
same available for inspection and auditing by the Parent at such times as may be mutually agreed by the Manager, on the one hand,
and the Parent, on the other hand.


ARTICLE
V



ADMINISTRATIVE SERVICES


SECTION 5.1. The
Manager shall provide certain general administrative services to the Subsidiaries, including, but not limited to, the following
(in the case of paragraphs (a) to (e) and paragraph (i) below, upon the request of the Parent):


(a) keeping
all books and records of things done and transactions performed on behalf of any Subsidiary and/or the Parent (as the case may
be) as it may require from time to time, including, but not limited to, liaising with accountants, lawyers and other professional
advisors and maintaining the necessary technical infrastructure such as computer network, PCs etc.;


(b) except
as otherwise contemplated herein, representing any Subsidiary generally in its dealings and relations with third parties;


(c) maintaining
the general ledgers of the Subsidiaries and/or the Parent (as the case may be), preparation of periodic consolidated financial
statements of the Parent and/or the Subsidiaries (as the case may be), including, but not limited to, those required for governmental
and




    	 



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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;


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


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


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


(g) administering
payroll services, benefits and director’s or consultant’s fees, as applicable, for any person providing services of
an employee, officer, consultant or director of a Subsidiary;


(h) handling
general and administrative expenses of each Subsidiary;


(i) assisting
each Subsidiary and/or the Parent (as the case may be) in establishing and maintaining a system of internal controls sufficient
to satisfy any applicable law or regulatory requirements; and


(j) maintaining,
at the relevant Subsidiary’s cost, such Subsidiary’s corporate existence, qualification and good standing in all necessary
jurisdictions and assisting in all other corporate and regulatory compliance requirements.


ARTICLE
VI



COMMERCIAL SERVICES


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


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




    	 



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(b) at the
request of the relevant Subsidiary, providing administrative services in connection with the purchase of a second-hand vessel
or the acquisition and sale of a Newbuild, in either case by such Subsidiary;


(c) managing
relationships between the Subsidiaries and any existing or potential charterers, shipbuilders, insurers, lenders, shipmanagers
and other shipping industry service providers/participants;


(d) at the
request of a Subsidiary, providing certain services in connection with such Subsidiary taking physical delivery of a vessel, registering
a vessel under a ship register, tendering physical delivery of a Vessel or deleting a Vessel from the applicable port of registry,
in each case on behalf of such Subsidiary.


ARTICLE
VII



INTENTIONALLY OMITTED 


ARTICLE
VIII



INTENTIONALLY OMITTED


ARTICLE
IX



MANAGEMENT FEES AND EXPENSES


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


(a) subject to
Sections 9.2 and 9.3, a fee of US$956 per day per Vessel during the term of this Agreement payable monthly in arrears (pro rated
to reflect the actual number of days that the relevant Subsidiary owns or charters-in each Vessel during the applicable month),
unless a Vessel is chartered-out to a third party on a bareboat charter basis, in which case the fee payable to the Manager for
such Vessel during the term of this Agreement shall be, subject to Sections 9.2 and 9.3, US$478 per day, PROVIDED HOWEVER,
that when in respect of certain services to a Vessel the Manager appoints a Submanager in accordance with Section 2.3 and such
Submanager enters into a management agreement directly with the relevant Subsidiary (the “direct agreement”),
the fees payable by the Parent and/or such Subsidiary under this Agreement and/or any relevant Shipmanagement Agreement in respect
of such Vessel pursuant to Section 9.1(a) shall be US$956 per day, or as the case may be, US$478 per day minus, in each case,
the fees per day payable by such Subsidiary




    	 



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to such Submanager under the relevant
direct agreement in respect of such Vessel;


(b) a fee equal
to 0.15% calculated on the aggregate of the gross freight, demurrage, charter hire, ballast bonus or other income obtained for
the employment of each Vessel during the term of this Agreement, payable to the Manager monthly in arrears, only to the extent
such freight, demurrage, charter hire, ballast bonus or other income, as the case may be, is received as revenue; and


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


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


SECTION
9.3. The Management Fee for each Vessel payable pursuant to Section 9.1(a) or Section 9.1(c), for the Annual Period commencing
on January 1, 2016 and each subsequent Annual Period thereafter, 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 Manager
from the Euro Foreign Exchange Reference Rate published daily at 15:00 CET by the European Central Bank on www.ecb.int) evidence
that the Euro has strengthened against the U.S. Dollar by more than five per cent (5%) from:


(i) in the
case of the first Annual Period starting on January 1, 2016, the rate existing on the business day immediately prior to the date
of this Agreement, and


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


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




    	 



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


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


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


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


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


(c) any commissions,
fees, remuneration or disbursements due to lawyers, brokers, agents, surveyors, consultants, financial advisors, investment bankers,
insurance advisors or any other third parties whatsoever appointed by the Manager whether in its name or on behalf and/or in the
name of any 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 Manager) whatsoever sub-contracted to the
Manager in the normal and reasonable course of meeting the Manager’s duties and obligations under this Agreement or any
Shipmanagement Agreement or any Supervision Agreement including the duties provided in Articles V and VI of this Agreement;


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




    	 



    		14



    

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


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


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


SECTION 9.7. In the
event that a Shipmanagement Agreement is terminated, other than by reason of default by the Managers, the Management Fee payable
to the Manager under Section 9.1(a) for the Vessel subject to such Shipmanagement Agreement shall be payable in respect of such
Vessel for a further period of three months from the termination date. The fees payable for the said three months shall be paid
in one lump sum in advance on the termination of the relevant Shipmanagement Agreement. In addition the relevant Subsidiary shall
pay any Severance Costs (as such term is defined in the relevant Shipmanagement Agreement) for the relevant Vessel which may materialize.


ARTICLE
X



BUDGETS, CORPORATE PLANNING AND EXPENSES


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


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




    	 



    		15



    

deemed to have accepted the Draft Budget
and, such Draft Budget, shall be deemed to be the Approved Budget (as defined in Section 10.3).


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


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


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


At the end of each quarter or, if the Manager
from time to time so requires, month, the Manager shall preliminarily reconcile the amounts advanced to it by the Parent or, as
the case may be, the relevant Subsidiary, with the amounts actually expended by it for the operation of each of the Vessels and/or
the Subsidiaries, and (a) the Manager shall remit to the Parent, or credit to the Parent amounts to be advanced to it hereunder
for future months, any unused portion of the amounts previously advanced by the Parent or, as the case may be, the relevant Subsidiary,
or (b) the Parent shall pay to the Manager any amounts properly expended by the Manager in excess of the amounts previously




    	 



    		16



    

advanced by the Parent or, as the case
may be, the relevant Subsidiary. The Parent and the Manager shall reconcile any amounts due to the Parent by the Manager or due
to the Manager by the Parent for each fiscal year of the Parent as promptly as practicable following the close of each such fiscal
year. Without prejudice to Section 10.8, any expenses incurred by the Manager under the terms of this Agreement on behalf of any
Subsidiary may be debited against the account of the respective Subsidiary, but shall in any event remain payable by the Parent
and the relevant Subsidiary to the Manager on demand.


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


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


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


SECTION 10.9. To
the extent that a Related Manager has been appointed in accordance with the terms of Section 2.3, it is agreed by the Parent and
the Manager for the benefit of such Related Manager that the provisions of Article X shall apply to such Related Manager as if
such provisions were repeated herein, but with references to:


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


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


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


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


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




    	 



    		17



    

ARTICLE
XI



LIABILITY AND INDEMNITY


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


SECTION 11.2. The
Manager, including its officers, directors, employees, shareholders, agents, sub-contractors and any Submanager (the “Manager
Related Parties”) shall be under no liability whatsoever to the Parent, any Subsidiary or to any third party (including
the Crew) for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect (including but not limited to
loss of profit arising out of or in connection with detention of or delay to a Vessel), and howsoever arising in the course of
the performance of this Agreement, any Shipmanagement Agreement or any Supervision Agreement, unless and to the extent that the
same is proved to have resulted solely from the gross negligence or willful misconduct of the Manager, its officers, employees,
agents, sub-contractors or any Submanager.


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


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


SECTION 11.5. It is hereby
expressly agreed that no employee or agent of the Manager (including any sub-contractor from time to time employed by the




    	 



    		18



    

Manager) shall in any circumstances
whatsoever be under any liability whatsoever to the Parent, any 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 XI, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defense
and immunity of whatsoever nature applicable to the Manager or to which the Manager is entitled hereunder shall also be available
and shall extend to protect every such employee or agent of the Manager acting as aforesaid, and for the purpose of all the foregoing
provisions of this Article XI, the Manager is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit
of all persons who are or might be the Manager’s servants or agents from time to time (including sub-contractors as aforesaid)
and all such persons shall to this extent be or be deemed to be parties to this Agreement. Nothing in this Section 11.5 shall
be construed so as to further limit any liability the Manager may have to the Subsidiaries under Section 11.2.


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


ARTICLE
XII



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


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


SECTION 12.2. The
Parent acknowledges that the Manager or, as the case may be, any Submanager shall have no responsibility hereunder, direct or
indirect, with regard to the formulation of the business plans, policies, management or strategies (financial, tax, legal or otherwise)
of the Parent or any Subsidiary, which is solely the responsibility of the Parent and each respective Subsidiary. The Parent and
each 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 from the performance of their duties or
to limit the exercise of their powers.


SECTION 12.3. Notwithstanding
the other provisions of this Agreement:


(a) the Manager
or, as the case may be, any Submanager may act with respect to a Subsidiary upon any advice, resolutions, requests,




    	 



    		19



    

instructions, recommendations,
direction or information obtained from such Subsidiary or any banker, accountant, broker, lawyer or other person acting as agent
of or adviser to such Subsidiary and the Manager or, as the case may be, the relevant Submanager shall incur no liability to such
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 Subsidiary or its agents, in the absence of gross negligence or willful misconduct
by the Manager or, as the case may be, the relevant Submanager or their respective servants, and shall not be responsible for
any misconduct, mistake, oversight, error of judgment, neglect, default, omission, forgetfulness or want of prudence on the part
of any such banker, accountant, broker, lawyer, agent or adviser or other person as aforesaid;


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


(c) the Manager
or, as the case may be, the relevant Submanager shall incur no liability to the Parent or any 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
XIII



TERMINATION OF THIS AGREEMENT


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


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




    	 



    		20



    

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


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


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


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


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


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


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


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


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


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


(b) (i) the other
party files a petition under any bankruptcy law, makes an assignment for the benefit of its creditors, seeks relief under any




    	 



    		21



    

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


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


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


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


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


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


SECTION 13.8. Upon termination
of this Agreement either by the Manager for any reason (other than pursuant to Section 13.4(c)) or by the Parent pursuant to Section
13.1, the Parent shall be liable to pay to the Manager 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 Manager under the terms of this Agreement during the
12-month period ending on the date of termination of this




    	 



    		22



    

Agreement (without taking into account
any reduction to the fees payable to the Manager under Section 9.1(a) in the event that a Submanager has been appointed as provided
therein), PROVIDED ALWAYS, that the amount of liquidated damages payable hereunder shall never be less than two times the
aggregate fees due and payable to the Manager under the terms of this Agreement during the 12-month period ending on the date
of termination of this Agreement.


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


ARTICLE
XIV



NOTICES


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


Costamare Inc.


Guildo Pastor Center


7 rue Gabian


98000 Monaco


 


Telefax: to be advised


Attention: Gerant


 


Costamare Shipping Company
S.A.

60 Zephyrou Street & Syngrou Avenue,

 Palaio Faliro, Athens, Greece


Telefax: +30 210 9409051


Attention: General Manager


ARTICLE
XV



APPLICABLE LAW


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


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




    	 



    		23



    

ARTICLE
XVI



ARBITRATION


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


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


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


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


ARTICLE
XVII



MISCELLANEOUS


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


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




    	 



    		24



    

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]




    	 



    		25



    

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


	 	COSTAMARE INC.
	 	 	 
	 	By:  	/s/ Konstantinos V. Konstantakopoulos
	 	 	Name:  	Konstantions V. Konstantakopoulos
	 	 	Title:	Chief Executive Officer



 


	 	COSTAMARE SHIPPING COMPANY S.A.
	 	 	 
	 	By:  	/s/ Diamantis Manos
	 	 	Name:  	Diamantis Manos
	 	 	Title:	Vice President



 


[Signature page to the Framework Agreement]



    	 



    	



    


SCHEDULE A


SUBSIDIARIES


	 	Subsidiaries	Vessel	Flag
	1	ACHILLEAS MARITIME CORPORATION  	MAERSK KOBE	MALTA
	2	ADELE SHIPPING CO.	MSC AZOV	MALTA
	3	ALEXIA TRANSPORT CORP.	ZIM PIRAEUS	HONG KONG
	4	ANGISTRI CORPORATION  	ZIM NEW YORK	HONG KONG
	5	BASTIAN SHIPPING CO.	MSC AJACCIO	MALTA
	6	BULLOW INVESTMENTS INC.	MSC MYKONOS	GREEK
	7	CADENCE SHIPPING CO.	MSC AMALFI	MALTA
	8	CAGNEY SHIPPING CO.	MSC ROMANOS	HONG KONG
	9	CAPETANISSA MARITIME CORPORATION	COSCO BEIJING	MALTA
	10	CARAVOKYRA MARITIME CORPORATION	COSCO HELLAS	MALTA
	11	CHRISTOS MARITIME CORPORATION	SEALAND WASHINGTON	MALTA
	12	COSTACHILLE MARITIME CORPORATION	COSCO YANTIAN	MALTA
	13	COSTIS MARITIME CORPORATION	SEALAND NEW YORK	MALTA
	14	DINO SHIPPING CO.      	SEALAND MICHIGAN	MALTA
	15	EDITH SHIPPING CO.	KARMEN	LIBERIAN
	16	FANAKOS MARITIME CORPORATION	OAKLAND EXPRESS	HONG KONG
	17	FASTSAILING MARITIME CO  	ZIM SHANGHAI	HONG KONG
	18	FAY SHIPPING CO.	MARINA	MALTA
	19	FINCH SHIPPING CO.	NEAPOLIS	LIBERIAN
	20	FLOW SHIPPING CO.   	HALIFAX EXPRESS	HONG KONG
	21	HALEY SHIPPING CO.	MSC PYLOS	LIBERIAN
	22	IDRIS SHIPPING CO.	ZAGORA	MALTA
	23	JODIE SHIPPING CO.	MSC ATHENS	MALTA
	24	JOYNER CARRIERS S.A.	MESSINI	LIBERIAN
	25	KALAMATA SHIPPING CORPORATION	MAERSK KOLKATA	MALTA
	26	KAYLEY SHIPPING CO.	MSC ATHOS	MALTA
	27	KELSEN SHIPPING CO.	MAERSK KURE	GREEK
	28	LANG SHIPPING CO.   	MSC CHALLENGER	HONG KONG
	29	LEROY SHIPPING CO.	PROSPER	LIBERIAN
	30	LINDNER SHIPPING CO.	VENETIKO	LIBERIAN
	31	MADELIA SHIPPING CO.	MSC ULSAN	HONG KONG
	32	MANSEL SHIPPING CO.	MSC SIERRA II	LIBERIAN






    	S-A-1



    	



    



	33	MARATHOS SHIPPING INC.	MSC MANDRAKI	Greek
	34	MARINA MARITIME CORPORATION  	COSCO NINGBO	Malta
	35	MAS SHIPPING CO. 	MAERSK KOKURA	Greek
	36	MERTEN SHIPPING CO.	MAERSK KALAMATA	Malta
	37	MIKO SHIPPING CO. 	SEALAND ILLINOIS	Malta
	38	MONTES SHIPPING CO. 	MAERSK KAWASAKI	Greek
	39	NAVARINO MARITIME CORPORATION 	MAERSK KINGSTON 	Malta
	40	NICKY SHIPPING CO.	MSC REUNION 	Liberian
	41	ODETTE SHIPPING CO.	MSC NAMIBIA II	Liberian
	42	PERCY SHIPPING CO.	STADT LUEBECK	Liberian
	43	QUENTIN SHIPPING CO.	VALOR 	Malta
	44	RAYMOND SHIPPING CO.	VALUE 	Malta
	45	RENA MARITIME CORPORATION	COSCO GUANGZHOU	Malta
	46	SANDER SHIPPING CO.	VALIANT	Malta
	47	SPEDDING SHIPPING CO.	LAKONIA	Hong Kong
	48	TAKOULIS MARITIME CORPORATION 	SINGAPORE EXPRESS	Hong Kong
	49	TERANCE SHIPPING CO.	VALENCE 	Malta
	50	TIMPSON SHIPPING CO. 	AREOPOLIS	Liberian
	51	UNDINE SHIPPING CO.	VANTAGE	Malta
	52	URIZA SHIPPING S.A. 	NAVARINO 	Malta
	53	VALLI SHIPPING CO.  	MSC ITEA	Liberian
	54	VIRNA  SHIPPING CO.	MSC METHONI	Liberian
	55	WALDO SHIPPING CO. 	MSC KORONI 	Liberian




    	S-A-2



    	



    

APPENDIX I


FORM OF SHIP MANAGEMENT AGREEMENT


		1.	Date
                                         of Agreement

        [to
        be dated the date of execution]
	

 


	THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)


 


STANDARD SHIP MANAGEMENT AGREEMENT


 


CODE NAME: “SHIPMAN 98”
	
	 	 	 	Part I
	2.	Owners (name,
    place of registered office and law of registry) (Cl. 1)	3.	Managers (name, place of registered
    office and law of registry) (Cl. 1)
	 	 	 	 
	 	Name	 	Name
	 	[name
    of relevant Subsidiary]	 	Costamare
    Shipping Company S.A.
	 	Place of
    registered office	 	Place of registered office
	 	[to
    be completed]	 	Panama
    City, Republic of Panama
	 	Law of registry	 	Law of registry
	 	[to
    be completed]	 	Republic
    of Panama
	4.	Day
                                         and year of commencement of Agreement (Cl. 2)

        [to
        be completed on execution]
	 	 
	5.	Crew
                                         Management (state “yes” or “no” as agreed) (CI. 3.1)

        YES

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


YES



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

        YES

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


YES



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

        YES

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


YES



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

        YES

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


YES


 



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

        36
        months (including any optional extensions applicable) 
	14.	Owners’
                    Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3)


Clause 6.3(ii)


 



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

        See
        Clause 8.1

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


not applicable



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

        see
        Clause 17

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


see Clause
19.1



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

        c/o
        Costamare Inc.

        Guildo Pastor Center

        7 rue de Gabian
98000 Monaco

         

        Telefax:
        to be advised

        Attention:
        Gerant

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


60 Zephyrou
Street & Syngrou Avenue


Athens, Greece


 


Telefax: +30
210 940 9051


Attention:
Managing Director







 




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


 



	Signature(s) (Owners)

        [name of relevant Subsidiary]

         
	Signature(s) (Managers)

        COSTAMARE SHIPPING COMPANY
        S.A.




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





    	A-I-1



    	



    


ANNEX “A” (DETAILS OF VESSEL OR VESSELS) TO 


THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)


STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN
98”


 


 


Date of Agreement:


 


Name of Vessel(s):


 


Particulars of Vessel(s):


 









    	 	 A-I-2	 



    	



    








ANNEX “B” (DETAILS OF CREW) TO 


THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)


STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN
98”




 


 


 


Date of Agreement:


 


_______


 


Name of Vessel(s): 


_______


 


	 	Numbers	Rank	Nationality
	 	_______	_______	_______
	 	_______	_______	_______
	 	_______	_______	_______
	 	_______	_______	_______
	 	_______	_______	_______
	 	_______	_______	_______
	 	_______	_______	_______
	 	_______	_______	_______
	 	_______	_______	_______
	 	_______	_______	_______
	 	_______	_______	_______
	 	_______	_______	_______
	 	_______	_______	_______
	 	_______	_______	_______
	 	_______	_______	_______
	 	_______	_______	_______
	 	_______	_______	_______
	 	_______	_______	_______
	 	_______	_______	_______
	 	_______	_______	_______
	 	_______	_______	_______
	 	_______	_______	_______
		_______	_______	_______
	_______	_______	_______
	_______	_______	_______
	_______	_______	_______
	_______	_______	_______
	_______	_______	_______
	 	 	 



    	 	 A-I-3	 



    	



    



ANNEX “C” (BUDGET) TO 


THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)


STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN
98”


 


 


 


Date of Agreement:


 


_______


 


Managers’ Budget for the first year with effect from
the Commencement Date of this Agreement: 


_______


 







    	 	 A-I-4	 



    	



    



ANNEX “D” (ASSOCIATED VESSELS) TO 


THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)


STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN
98”


 


 


 


NOTE: PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS
ANNEX “D” THEY WILL BE SUBJECT TO THE PROVISIONS OF SUB-CLAUSE 18.1(i) OF THIS AGREEMENT.


 


Date of Agreement:


 


_______


 


Details of Associated Vessels: 


_______


 








    	 	 A-I-5	 



    	



    


PART II

“SHIPMAN 98” Standard Ship Management Agreement







 


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







	discretion
                                                                                                                                                                                                       consider
                                                                                                                                                                                                       to
                                                                                                                                                                                                       be
                                                                                                                                                                                                       necessary
                                                                                                                                                                                                       to
                                                                                                                                                                                                       enable
                                                                                                                                                                                                       them
                                                                                                                                                                                                       to
                                                                                                                                                                                                       perform	47
	this Agreement in accordance with sound ship management	48
	practice.	49
	 	 
	3.1 Crew Management	50
	(only applicable if agreed according to Box 5) 	51
	The Managers shall provide suitably qualified Crew for the Vessel	52
	as required by the Owners in accordance with the STCW 95	53
	requirements, provision of which includes but is not limited to	54
	the following functions:	55
	(i)      selecting and engaging the
    Vessel’s Crew, including payroll	56
	         arrangements,
    pension administration, and insurances for	57
	         the Crew other
    than those mentioned in Clause 6;	58
	(ii)     ensuring that the applicable requirements
    of the law of the	58
	flag of the Vessel are satisfied in respect of manning levels,	60
	rank, qualification and certification of the Crew and	61
	employment regulations including Crew’s tax, social	62
	insurance, discipline and other requirements;	63
	(iii)    ensuring that all members of the Crew
    have passed a medical	64
	examination with a qualified doctor certifying that they are fit	65
	for the duties for which they are engaged and are in possession	66
	of valid medical certificates issued in accordance with	67
	appropriate flag State requirements. In the absence of	68
	applicable flag State requirements the medical certificate shall	69
	be dated not more than three months prior to the respective	70
	Crew members leaving their country of domicile and	71
	maintained for the duration of their service on board the Vessel;	72
	(iv)    ensuring that the Crew shall have a command
    of the English	73
	language of a sufficient standard to enable them to perform	74
	their duties safely;	75
	(v)     arranging transportation of the Crew,
    including	76
	repatriation, board and lodging as and when required at rates and	 
	types of accommodations as customary in the industry;	 
	(vi)    training of the Crew and supervising their
    efficiency;	77
	(vii)   keeping and maintaining full and complete records
    of any	78
	labor agreements which may be entered into with the Crew and,  	 
	if applicable, conducting union negotiations;	 
	(viii)  operating the Managers’ drug and alcohol policy
    unless	79
	otherwise agreed in writing.	80
	 	 
	3.2 Technical Management	81
	(only applicable if agreed according to Box 6)	82
	The Managers shall provide technical management which	83
	includes, but is not limited to, the following functions:	84
	(i)      provision of competent personnel
    to supervise the	85
	maintenance and general efficiency of the Vessel;	86
	(ii)     arrangement and supervision of dry
    dockings, repairs,	87
	alterations and the upkeep of the Vessel to the standards	88
	required by the Owners provided that the Managers shall	89
	be entitled to incur the necessary expenditure to ensure	90
	that the Vessel will comply with the law of the flag of the	91
	Vessel and of the places where she trades, and all	92
	requirements and recommendations of the classification	93
	society;	94
	(iii)    arrangement of the supply of necessary
    stores, spares and	95
	lubricating oil;	96
	(iv)    appointment of surveyors and technical
    consultants as the	97
	Managers may consider from time to time to be necessary;	98
	(v)     development, implementation and maintenance
    of a Safety	99
	Management System (SMS) in accordance with the ISM	100
	Code (see sub-clauses 4.2 and 5.3) and of a security system in	101
	accordance with the ISPS Code;	 
	(vi)    handling any claims against the builder
    of the Vessel	 
	arising out of the relevant shipbuilding contract,	 
	if applicable; and	 
	(vii)   on request by the Owners, providing the Owners
    with a	 
	copy of any inspection report, survey, valuation or any other	 
	similar report prepared by any shipbrokers, surveyors, the	 
	Class etc..	 






 


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






    	A-I-6



    	



    

PART II

“SHIPMAN 98” Standard Ship Management Agreement







 


	3.3 Commercial Management	102
	(only applicable if agreed according to Box 7)	103
	The Managers shall provide the commercial operation of the	104
	Vessel, as required by the Owners, which includes, but is not	105
	limited to, the following functions:	106
	(i)      providing chartering
    services in accordance with the Owners’	107
	instructions which include, but are not limited to, seeking	108
	and negotiating employment for the Vessel and the conclusion	109
	(including the execution thereof) of charter parties or other	110
	contracts relating to the employment of the Vessel, whether on a 	111
	voyage, time, demise, contract of affreightment or other	 
	basis. If such a	 
	contract exceeds the period 	112
	             stated in Box
    13, consent thereto	 
	in writing shall first be obtained from the Owners.	113
	(ii)     arranging of the proper payment to Owners or their nominees	114
	of all hire and/or freight revenues or other moneys of	115
	whatsoever nature to which Owners may be entitled arising	116
	out of the employment of or otherwise in connection with the	117
	Vessel;.	118
	(iii)    providing voyage estimates and accounts and calculating of	119
	hire, freights, demurrage and/or dispatch moneys due from	120
	or due to the charterers of the Vessel;	121
	(iv)    issuing to the Crew ofappropriate voyage instructions and	122
	monitoring voyage performance;	 
	(v)    appointing agents;	123
	(vi)    appointing stevedores;	124
	(vii)   arranging surveys associated with the commercial operation	125
	of the Vessel;	126
	(viii)  carrying out the necessary communications with the 	 
	shippers, charterers and others involved with the receiving	 
	and handling of the Vessel at the relevant loading and	 
	discharging ports, including sending any notices required 	 
	under the terms of the Vessel’s employment at the time;	 
	(ix)   invoicing on behalf of the Owners all freights, hires,	 
	demurrages, outgoing claims, refund of taxes, balances of 	 
	disbursements, statements of account and other sums due	 
	to the Owners and account receivables arising from the 	 
	operation of the Vessel and, upon the request of the Owners, 	 
	issuing releases on behalf of the Owners upon receipt of 	 
	payment or settlement of any such amounts;	 
	(x)    preparing off-hire statements and/or hire statements;	 
	(xi)   procuring and arranging for port entrance and clearance,	 
	pilots, consular approvals and other services necessary for	 
	the management and safe operation of the Vessel; and	 
	(xii)   reporting to the Owners of any major casualties,	 
	damages received or caused by the Vessel or any major	 
	release or discharge of oil or other hazardous material not in 	 
	compliance with any laws.	 
	3.4 Insurance Arrangements’	127
	(only applicable if agreed according to Box 8)	128
	The Managers shall arrange insurances in accordance with	129
	Clause 6, on such terms and conditions as the Owners shall	130
	have instructed or agreed, in particular regarding underwriters	131
	conditions,	 
	insured values, deductibles and franchises.	132
	 	 
	3.5 Accounting Services	133
	(only applicable if agreed according to Box 9)	134
	Without prejudice to the relevant provisions of the 	135
	Framework Agreement and, in particular, but without 	 
	limitation, Section 4.9, Section 5.1 and Section 10.6 thereof, 	 
	Tthe Managers shall:	 
	(I)     establish an accounting system which meets the	136
	requirements of the Owners and provide regular accounting	137
	services, supply regular reports and records,	138
	(ii)    maintain the records of all costs and expenditure incurred	139
	as well as data necessary or proper for the settlement of	140
	accounts between the parties.	141







	3.6 Sale or Purchase of the Vessel	142
	(only applicable if agreed according to Box 10)	143
	The Managers shall, in accordance with the Owners’ instructions,	144
	supervise the sale or purchase of the Vessel, including the	145
	performance of any sale or purchase agreement, but not	146
	negotiation of the same. The Managers shall, on the request of	147
	the Owners, either directly or by employing the services of a 	 
	broker, endeavor to procure a buyer for the Vessel at a price 	 
	and otherwise on terms acceptable to the Owners.	 
	3.7 Provisions (only applicable if agreed according to Box 11)	148
	The Managers shall arrange for the supply of provisions.	149
	 	 
	3.8 Bunkering (only applicable if agreed according to Box 12)	150
	The Managers shall arrange for the provision of bunker fuel of the	151
	quality specified by the Owners as required for the Vessel’s trade.	152
	 	 
	4. Managers’ Obligations	153
	4.1 Without prejudice to the relevant provisions of the Framework	154
	 Agreement and in particular, but without limitation 	 
	to the foregoing, the provisions of Section 2.3, Section 4.1 and	 
	Section 4.5  thereof, the Managers undertake to	 
	use their best-endeavors commercially reasonable efforts to	 
	provide the agreed Management Services as agents for and on	155
	behalf of the Owners in accordance with sound ship management	156
	practice and to protect and promote the interests of the Owners in	157
	all matters relating to the provision of services hereunder.	158
	Provided, however, that the Managers in the performance of their	159
	management responsibilities under this Agreement shall be entitled	160
	to have regard to their overall responsibility in relation to all vessels	161
	as may from time to time be entrusted to their management and	162
	in particular, but without prejudice to the generality of the foregoing,	163
	the Managers shall be entitled to allocate available supplies,	164
	manpower and services in such manner as in the prevailing	165
	circumstances the Managers in their absolute discretion consider	166
	to be fair and reasonable.	167
	4.2 Where the Managers are providing Technical Management	168
	in accordance with sub-clause 3.2, they shall procure that the	169
	requirements of the law of the flag of the Vessel are satisfied and	170
	they shall in particular be deemed to be the “Company’ as defined	171
	by the ISM Code, assuming the responsibility for the operation of	172
	the Vessel and taking over the duties and responsibilities imposed	173
	by the ISM Code and/or the ISPS Code when applicable.	174
	 	 
	 	 
	 	 
	5. Owners’ Obligations	175
	5.1 Without prejudice to the relevant provisions of the Framework	176
	Agreement, Tthe Owners shall pay all sums due to 	 
	the Managers punctually	 
	in accordance with the terms of this Agreement.	177
	5.2 Where the Managers are providing Technical Management	178
	in accordance with sub-clause 3.2, the Owners shall:	179
	(i)     procure that all officers and ratings supplied by them or on	180
	their behalf comply with the requirements of STCW 95;	181
	(ii)    instruct such officers and ratings to obey all reasonable orders	182
	of the Managers in connection with the operation of the	183
	Managers’ safety management system.	184
	5.3 Where the Managers are not providing Technical Management	185
	in accordance with sub-clause 3.2, the Owners shall procure that	186
	the requirements of the law of the flag of the Vessel are satisfied	187
	and that they, or such other entity as may be appointed by them	188
	and identified to the Managers, shall be deemed to be the	189
	“Company” as defined by the ISM Code assuming the responsibility 	190
	for the operation of the Vessel and taking over the duties and	191
	responsibilities imposed by the ISM Code when applicable.	192
	 	 
	 	 
	6.Insurance Policies	193
	The Owners shall procure, whether by instructing the Managers	194
	under sub-clause 3.4 or otherwise, that throughout the period of	195






 


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






    	A-I-7



    	



    

PART II

“SHIPMAN 98” Standard Ship Management Agreement







 

	this Agreement:	196
	6.1 at the Owners’ expense, the Vessel is insured for not less	197
	than her sound market value or entered for her full gross tonnage,	198
	as the case may be for:	199
	(i)     usual hull and machinery marine risks (including crew	200
	negligence) and excess liabilities;	201
	(ii)     protection and indemnity risks (including pollution risks and	202
	Crew insurances); and	203
	(iii)  war risks (including protection and indemnity and crew risks);	204
	and	 
	(iv)  any other insurance that the Owners determine or the	 
	Managers advise them in writing that, in either case, it is 	 
	prudent or, as the case may be, appropriate on the basis of 	 
	prevailing market practices to be obtained in respect of the 	 
	Vessel, its freight/hire or any third party liabilities,	 
	 	205
	

in each case in accordance with the best
        practice of prudent owners
	
	of	 
	vessels of a similar type to the Vessel, with first class insurance	206
	companies, underwriters or associations (“the Owners’	207
	Insurances”);	208
	6.2 all premiums and calls and applicable deductibles and/or	209
	franchises on the Owners’ Insurances are paid	 
	promptly by their due date,	210
	6.3 the Owners’ Insurances name the Managers and, subject	211
	to underwriters’ agreement, any third party designated by the	212
	Managers as a joint assured, with full cover, with the Owners	213
	obtaining cover in respect of each of the insurances specified in	214
	sub-clause 6.1:	215
	(i)     on terms whereby the Managers and any such third party	216
	are liable in respect of premiums or calls arising in connection	217
	with the Owners’ Insurances; or	218
	(ii)     if reasonably obtainable, on terms such that neither the	219
	Managers nor any such third party shall be under any	220
	liability in respect of premiums or calls arising in connection	221
	with the Owners’ Insurances; or	222
	(iii)    on such other terms as may be agreed in writing.	223
	Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left	224
	blank then (i) applies.	225
	6.4 written evidence is provided, to the reasonable satisfaction	226
	of the Managers, of their compliance with their obligations under	227
	Clause 6 within a reasonable time of the commencement of	228
	the Agreement, and of each renewal date and, If specifically	229
	requested, of each payment date of the Owners’ Insurances,	230
	 	 
	7. Income Collected and Expenses Paid on Behalf of
    Owners	231
	7.1 Without prejudice to the provisions of Section 10.7 of the	232
	Framework Agreement, all moneys collected by the 	 
	Managers under the terms of	 
	this Agreement (other than moneys payable by the Owners to	233
	the Managers) and any interest thereon shall be held to the	234
	credit of the Owners in a separate bank account.	235
	7.2 Without prejudice to the provisions of Section 9.7, Section	236
	10.5 and Section 10.8 of the Framework Agreement, All	 
	expenses incurred by the Managers under the terms	 
	of this Agreement on behalf of the Owners (including expenses	237
	as provided in Clause 8) may be debited against the Owners	238
	in the account referred to under sub-clause 7.1 but shall in any	239
	event remain payable by the Owners to the Managers on	240
	demand. For the avoidance of doubt, the Managers can make	241
	such demand on the Owners as well as on the Parent as 	 
	provided in Section 10.5 of the Framework Agreement. 	 
	Furthermore and without prejudice to the generality of the 	 
	provisions of this Clause 7, the Managers shall, subject to being 	 
	placed in funds by the Owners or the Parent, arrange for the 	 
	payment of all ordinary charges incurred in connection with the 	 
	Management Services, including, but not limited to, all canal 	 
	tolls, port charges, any amounts due to any governmental 	 
	authority with respect to the Crew and all duties and taxes in 	 
	respect of the Vessel, the cargo, hire or freight (whether levied 	 







 

	against the Owners, the Parent or the Vessel), insurance 	 
	premiums, advances of balances of disbursements, invoices for 	 
	bunkers, stores, spares, provisions, repairs and any other 	 
	material and/or service in respect of the Vessel.	 
	8. Management Fees	242
	8.1 The Owners shall pay to the Managers for their services	243
	as Managers under this Agreement an-annual the management	244
	fees as stated in Box 15 Section 9.1(a) and Section 9.1(b) of the	245
	Framework Agreement -which shall be payable by-equal	 
	monthly installments in advance, the first installment being monthly	246
	in accordance with the provisions of Article IX of the Framework	 
	Agreement.	 
	payable on the commencement of the Agreement (see Clause	247
	2 and Box 4) and subsequent installments being payable
    every	248
	month.	249
	8.2 The management fees shall be subject to an annual-review 	250
	in accordance with the provisions of Sections 9.2 and 9.3 of the 	251
	Framework Agreement the anniversary date of the	 
	Agreement and the proposed	 
	fee shall be presented in the annual budget referred to in sub-	252
	clause 9.1.	253
	8.3 The Managers shall, at no extra cost to the Owners, provide	254
	their own office accommodation, office staff, facilities and	255
	stationery.  Without limiting the generality of Clause 7
    the Owners	256
	shall reimburse the Managers for postage and communication	257
	expenses, travelling expenses, and other out of pocket	258
	expenses properly incurred by the Managers in pursuance of	259
	the Management Services.	260
	8.4 The provisions of Section 9.4, Section 9.5, Section 9.6 and	261
	Section 9.7 of the Framework Agreement shall be	 
	deemed as incorporated herein mutatis mutandis.	 
	8.5 The Managers have the right to demand the payment of any	 
	of the management fees and expenses payable under this	 
	Agreement either from the Parent or the Owners.  Payment of	 
	any such fees or expenses or any part thereof by either the 	 
	Parent or the Owners shall prevent the Managers from making a 	 
	claim on the other person for the same amount to the extent	 
	that the same has been already paid to the Managers.	 
	in the event of the appointment of the Managers being	 
	terminated by the Owners of the Managers in accordance with	262
	the provisions of Clauses 17 and 18
    other than by reason of 	263
	default by the Managers, or if the Vessel is lost, sold or otherwise	264
	Disposed of, the “management fee” payable to the Managers	265
	According to the provisions of sub-clause 8.1, shall continue
    to	266
	be payable for a further period of three calendar months as	267
	from the termination date. In addition, provided that the 	268
	Managers provide Crew for the Vessel in accordance with sub-	269
	clause 3.1.	270
	(i)     the Owners shall continue to pay Crew Support Costs during	271
	the said further period of three calendar months and	272
	(ii)     the Owners shall pay an equitable proportion of any	273
	Severance Costs which may materialize, not exceeding	274
	the amount stated in Box 16.	275
	8.5 If the Owners decide to lay up the Vessel whilst this	276
	Agreement remain in force and such lay up lasts for more	277
	than three months, an appropriate reduction of the management	278
	fee for the period exceeding three months until one month	279
	before the Vessel is again put into service shall be mutually 	280
	agreed between the parties.	281
	8.6  Unless otherwise agreed in writing all discounts
    and 	282
	commissions obtained by the Managers in the course of the	283
	management of the Vessel shall be credited to the Owners	284
	 	 
	9. Budgets and Management of Funds	285
	9.1 The Owners are aware that the Managers will be preparing	286
	budgets in connection with, inter alia, the provision of the 	 
	Management Services which the Managers will be submitting	 
	for approval to the Parent in accordance with the provisions of	 
	Article X of the Framework Agreement. The Managers	 
	shall present to the Owners annually a	 








 


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






    	A-I-8



    	



    

PART II

“SHIPMAN 98” Standard Ship Management Agreement







 

	budget for the following twelve months in such form as the	287
	Owners require. The budget for the first year hereof is set out	288
	in Annex “C” hereto. Subsequent annual budgets
    shall be	289
	prepared by the Managers and submitted to the Owners not	290
	less than three months before the anniversary date of the 	291
	commencement of this Agreement (see Clause 2 and Box
    4).	292
	9.2  The Owners shall indicate to the Managers
    their acceptance	293
	and approval of the annual budget within one month of	294
	presentation and in the absence of any such indication the	295
	Managers shall be entitled to assume that the Owners have	296
	accepted the proposed budget.	297
	9.3  Following the agreement of the budget, the
    Managers shall	298
	prepare and present to the Owners their estimate of the working	299
	capital requirement of the Vessel and the Managers shall each	300
	month up date this estimate.
        Based thereon, Without prejudice to

        the right of the Managers to ask for
        funds in relation to the

        Management Services directly from the
        Parent in accordance

        with the relevant provisions of the Framework

        Agreement, the Managers shall
	301
	each month request the Owners in writing for the funds required	302
	to run the Vessel for the ensuing month, including the payment	303
	of any occasional or extraordinary item of expenditure, such as	304
	emergency repair costs, additional insurance premiums, bunkers	305
	or provisions. Such funds shall be received by the Managers	306
	within ten running days after the receipt by the Owners of the	307
	Managers’ written request and shall be held to the credit of the	308
	Owners in a separate
        bank account in the name of the Managers

        or, if requested by the Managers, in
        the name of the Owners.
	309
	9.4 The Managers shall produce a comparison between	310
	budgeted and actual income and expenditure of the Vessel in	311
	such form as required by the Owners monthly or at such other	312
	intervals as mutually agreed.	313
	9.5 Notwithstanding anything contained herein to the contrary,	314
	the Managers shall in no circumstances be required to use or	315
	commit their own funds to finance the provision of the	316
	Management Services.	317
	 	 
	10. Managers’ Right to Sub-Contract	318
	Except to a Related Manager or V.Ships
        Greece Ltd. (where the Manager 

may

        subcontract any of their obligations
        hereunder, without need of

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

Framework Agreement, Tthe Managers

        shall not have the right to sub-contract
        any of
	319
	their obligations hereunder, including those mentioned in sub-	320
	clause 3.1, without the prior written consent of the Owners which	321
	shall not be unreasonably withheld and
        which shall be promptly

        responded to. In the event of such a
        sub-
	322
	contract the Managers shall remain fully liable for the due	323
	performance of their obligations under this Agreement.	324
	 	 
	11. Responsibilities	325
	The parties agree that the provisions
        of Sections 11.1 to 11.5

        (inclusive) of the Framework Agreement,
        shall apply to

        this Agreement mutatis mutandis, save
        that references therein

        to “any Shipmanagement Agreement
        or any Supervision

        Agreement” shall be omitted and
        references to “Parent”, “any

        Subsidiary”, “Manager”,
        “any Submanager”, “a

        Vessel”, “Section”,
        “Management Fees”, “each

        Shipmanagement Agreement”, “Subsidiaries”
        and “Article Xl” shall be construed as references to the Owners, the Owners, the

        Managers, any submanager, the Vessel,
        Clause, management

        fee, this Agreement, the Owners and Clause
        11, respectively,

        when used herein.
	 
	 	 
	11.1 Force Majeure - Neither the Owners nor the Managers	 
	shall be under any liability for any failure to perform any of their	327
	obligations hereunder by reason of any cause whatsoever of	328
	any nature or kind beyond their reasonable control	329
	11.2 Liability to Owners – (i) Without prejudice
    to sub-clause	330








	11.1, the Managers shall be under no liability whatsoever to the	331
	Owners for any loss, damage, delay or expense of whatsoever	332
	nature, whether direct or indirect, (including but not limited to	333
	loss of profit arising out of or in connection with detention of or	334
	delay to the Vessel) and howsoever arising in the course of	335
	performance of the Management Services UNLESS same is	336
	proved to have resulted solely from the negligence, gross	337
	negligence or wilful default of the Managers or their employees,	338
	or agents or sub-contractors employed by them in connection	339
	with the Vessel, in which case (save where loss, damage, delay	340
	or expense has resulted from the Managers’ personal act or	341
	omission committed with the intent to cause same or recklessly	342
	and with knowledge that such loss, damage, delay or expense	343
	would probably result) the Managers’ liability for each incident	344
	or series of incidents giving rise to a claim or claims shall never	345
	Exceed a total of ten times the annual management fee payable	346
	hereunder,	347
	(ii) Notwithstanding anything that may appear to the contrary in	348
	this Agreement, the Managers shall not be liable for any of the	349
	actions of the Crew, even if such actions are negligent, grossly	350
	negligent or wilful, except only to the extent that they are shown	351
	to have resulted from a failure by the Managers to discharge	352
	their obligations under sub clause 3.1, in which case their
    liability	353
	shall be limited in accordance with the terms of this Clause 11.	354
	11.3 Indemnity – Except to the extent and solely
    for the amount	355
	therein set out that the Managers would be liable under sub-	356
	clause 11.2, the Owners hereby undertake to keep the Managers	357
	and their employees, agents and sub-contractors indemnified	358
	and to hold them harmless against all actions, proceedings,	359
	claims, demands or liabilities whatsoever or howsoever arising	360
	which may be brought against them or incurred or suffered by	361
	them arising out of or in connection with the performance of the	362
	Agreement, and against and in respect of all costs, losses,	363
	damages and expenses including legal costs and expenses on	364
	a full indemnity basis) which the Managers may suffer or incur	365
	(either directly or indirectly) in the course of the performance of	366
	this Agreement.	367
	11.4 “Himalaya” – It is hereby expressly
    agreed that no	368
	employee or agent of the Managers (including every sub-	369
	contractor from time to time employed by the Managers) shall in	370
	Any circumstances whatsoever be under any liability whatsoever	371
	to the Owners for any loss, damage or delay of whatsoever kind	372
	arising or resulting directly or indirectly from any act, neglect or	373
	default on his part while acting in the course of or in connection	374
	with his employment and, without prejudice to the generality of	375
	the foregoing provisions in this Clause 11, every exemption,	376
	limitation, condition and liberty herein contained and every right,	377
	exemption from liability, defence and immunity of whatsoever	378
	nature applicable to the Managers or to which the Managers are	379
	entitled hereunder shall also be available and shall extend to	380
	protest every such employee or agent of the Managers acting	381
	as aforesaid and for the purpose of all the foregoing provisions	382
	of this Clause 11 the Managers are or shall be deemed to
    be	383
	acting as agent or trustee on behalf of and for the benefit of all	384
	persons who are or might be their servants or agents from time	385
	to time (including sub-contractors as aforesaid) and all such	386
	persons shall to this extent be or be deemed to be parties to this	387
	Agreement.	388
	 	 
	12. Documentation	389
	Without prejudice to the relevant provisions
        of the Framework

        Agreement, Wwhere the
        Managers are providing

        Technical Management in
	390
	accordance with sub-clause 3.2 and/or Crew Management in	391
	accordance with sub-clause 3.1, they shall make available,	392
	upon Owners’ request, all documentation and records related	393
	to the Safety Management System (SMS) and/or the Crew	394
	which the Owners need in order to demonstrate compliance	395
	with the ISM Code, the ISPS Code and STCW 95 or to defend a 

    claim against	396








 


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






    	A-I-9



    	



    

PART II

“SHIPMAN 98” Standard Ship Management Agreement







 

	a third party.	397
	 	 
	13. General Administration	398
	13.1 Without prejudice to the provisions
        of Article V of the

        Framework Agreement, , Tthe

        Managers shall handle and settle all
        claims arising
	399
	out of the Management Services hereunder and keep the Owners	400
	informed regarding any incident of which the Managers become	401
	aware which gives or may give rise to
        material claims or disputes

        involving
	402
	third parties.	403
	13.2  The Managers shall, as instructed
        by the Owners under this

        Agreement

        , bring
	404
	or defend actions, suits or proceedings in connection with matters	405
	entrusted to the Managers according to this Agreement.	406
	13.3 The Managers shall also have power to obtain legal or	407
	technical or other outside expert advice in relation to the handling	408
	and settlement of claims and disputes or all other matters	409
	effecting the interests of the Owners in respect of the Vessel.	410
	13.4 The Owners shall arrange for the provision of any	411
	necessary guarantee bond or other security.	412
	13.5 Any costs reasonably-incurred by the Managers in	413
	carrying out their obligations according to Clause 13 shall be	414
	reimbursed by the Owners.	415
	 	 
	14. Auditing	416
	The Managers shall at all times maintain and keep true and	417
	correct accounts and shall make the same available for inspection	418
	and auditing by the Owners at such times as may be mutually	419
	agreed. On the termination, for whatever reasons, of this	420
	Agreement, the Managers shall release to the Owners, if so	421
	requested, the originals where possible, or otherwise certified	422
	copies, of all such accounts and all documents specifically relating	423
	to the Vessel and her operation. For the avoidance of any doubt,	424
	this Clause is in addition to and not in substitution of the	 
	relevant provisions of the Framework
        Agreement.


	 
	 	 
	15. Inspection of Vessel	425
	The Owners shall have the right at any time after giving	426
	reasonable notice to the Managers to inspect the Vessel for any	427
	reason they consider necessary.	428
	 	 
	16. Compliance with Laws and Regulations	429
	The Managers will not do or permit to be done anything which	430
	might cause any breach or infringement of the laws and	431
	regulations of the Vessel’s flag, or of the places where she trades.	432
	 	 
	17. Duration of the Agreement	433
	This Agreement shall come into effect on the day and year stated	434
	in Box 4 and shall continue until the date the Framework	435
	Agreement is terminated in accordance with the provisions of	 
	Article XIII thereof, unless this Agreement is terminated earlier	 
	in accordance with the provision of Clause 18 hereofthe date	 
	stated in Box 17.	 
	Thereafter it shall continue until terminated by either party giving	436
	to the other notice in writing, in which event the Agreement shall	437
	terminate upon the expiration of a period of two months from the	438
	date upon which such notice was given.	439
	 	 
	18. Termination	440
	18.1 Owners’ default	441
	(i)      The Managers shall be entitled to terminate the Agreement	442
	with immediate effect by notice in writing if any moneys	443
	payable by the Owners under this Agreement and/or the	444
	owners of-any associated vessel, details of which are listed	445
	in Annex “D”, shall not have been received
    in the Managers’	446
	nominated account within ten20 running Business dDays
    of	447
	receipt by	 
	the Owners of the Managers written request or if the Vessel	448







	is repossessed by the Mortgagees.	449
	(ii)     if the Owners:	450
	(a)    fall to meet their obligations under sub-clauses 5.2	451
	and 5.3 of this Agreement for any reason within their	452
	control, or	453
	(b)    proceed with the employment of or continue to employ	454
	the Vessel in the carriage of contraband, blockade	455
	running, or in an unlawful trade, or on a voyage which	456
	in the reasonable opinion of the Managers is unduly	457
	hazardous or improper,	458
	the Managers may give notice of the default to the Owners,	459
	requiring them to remedy it as soon as practically possible.	460
	In the event that the Owners fall to remedy it within a	461
	reasonable time 20 Business Days of receipt by the Owners	462
	of the Managers’ written request to the satisfaction of the	 
	Managers, the	 
	Managers shall be entitled to terminate the Agreement	463
	with immediate effect by notice In writing.	464
	18.2 Managers’ Default	465
	If the Managers fail to meet their obligations under Clauses 3	466
	and 4 of this Agreement for any reason within the control of the	467
	Managers, the Owners may give notice to the Managers of the	468
	default, requiring them to remedy it within 20 Business Days as	469
	soon as practically	 
	possible. In the event that the Managers fail to remedy it within a	470
	Reasonable timesuch period to the satisfaction of the Owners, the 	471
	Owners	 
	shall be entitled to terminate the Agreement with immediate effect	472
	by notice in writing.	473
	18.3 Extraordinary Termination	474
	This Agreement shall be deemed to be terminated in the case of	475
	the sale of the Vessel or if the Vessel becomes a total loss or is	476
	declared as a constructive or compromised or arranged total	477
	loss or is requisitioned.	478
	18.4 For the purpose of sub-clause 18.3 hereof	479
	(i)     the date upon which the Vessel is to be treated as having	480
	been sold or otherwise disposed of shall be the date on	481
	which the Owners cease to be registered as Owners of	482
	the Vessel;	483
	(ii)     the Vessel shall not be deemed to be lost unless either	484
	she has become an actual total loss or agreement has	485
	been reached with her underwriters in respect of her	486
	constructive, compromised or arranged total loss or if such	487
	agreement with her underwriters is not reached it is	488
	adjudged by a competent tribunal that a constructive loss	489
	of the Vessel has occurred.	490
	18.5 The parties agree that the provisions of Sections 13.4(a) to	491
	13.4(d) (inclusive) of the Framework Agreement, shall	 
	apply to this Agreement mutatis mutandis. This agreement shall	 
	terminate forthwith in the event of	 
	an order being made or resolution passed for the winding up,	492
	dissolution, liquidation or bankruptcy of other party (otherwise	493
	than for the purpose of reconstruction or amalgamation) or if a	494
	receiver is appointed, or if it suspends payment, ceases to	495
	on business or makes any special arrangement or composition	496
	carry with its creditors.	497
	18.6 The termination of this Agreement shall be without	498
	prejudice to all rights accrued due between the parties prior to	496
	the date of termination.	500
	 	 
	19. Law and Arbitration	501
	19.1 This Agreement and any non-contractual obligations	502
	connected with it shall be governed by and construed in	 
	accordance with English law. All
        disputes arising out of this

        Agreement and/or any non-contractual
        obligations connected

        with it shall be arbitrated in
        London in the following manner.

        One arbitrator is to be appointed
        by each of the parties hereto

        and a third by the two so chosen.
        Their decision or that of any

        two of them shall be final. The
        arbitrators shall be commercial

        persons, conversant with shipping
        matters. Such arbitration is

        to be conducted in accordance with
        the London Maritime


	503







 


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






    	A-I-10



    	



    

PART II

“SHIPMAN 98” Standard Ship Management Agreement







 

	Arbitration
                                     Association (LMAA) Terms current at the time when

        the arbitration proceedings are
        commenced and in accordance

        with the Arbitration Act 1996 or
        any statutory modification or re-

        enactment thereof. In the event
        that a party hereto shall state a

        dispute and designate an arbitrator
        in writing, the other party

        shall have 10 Business Days to
        designate its own arbitrator. If

        such other party fails to designate
        its own arbitrator within such

        period, the arbitrator appointed
        by the first party can render an

        award hereunder. Until such time
        as the arbitrators finally close

        the hearings, either party shall
        have the right by written notice

        served on the arbitrators and on
        the other party to specify

        further disputes or differences
        under this Agreement for hearing

        and determination. The arbitrators
        may grant any relief, and

        render an award, which they or
        a majority of them deem just and

        equitable and within the scope
        of this Agreement, including but

        not limited to the posting of security.
        Awards pursuant to this

        Clause 19.1 may include costs and
        judgments may be entered

        upon any award made herein in any
        court having jurisdiction.

        and any dispute arising
        out of or
	 
	in connection with this Agreement shall be referred to arbitration	504
	in London in accordance with the Arbitration Act 1996 or	505
	any statutory modification or re-enactment thereof save to	506
	the extent necessary to give effect to the provisions of this	507
	Clause.	508
	The arbitration shall be conducted in accordance with the	509
	London Maritime Arbitrators Association (LMAA) Terms	510
	current at the time when the arbitration proceedings are	511
	commenced.	512
	The reference shall be to three arbitrators. A party wishing	513
	to refer a dispute to arbitration shall appoint its arbitrator	514
	and send notice of such appointment in writing to the other	515
	party requiring the other party to appoint its own arbitrator	516
	within 14 calendar days of that notice and stating that it will	517
	appoint its arbitrator as sole arbitrator unless the other party	518
	appoints its own arbitrator and gives notice that it has done	519
	so within the 14 days specified. If the other party does not	520
	appoint its own arbitrator and give notice that it has done so	521
	within the 14 days specified, the part referring a dispute to	522
	arbitration may, without the requirement of any further prior	523
	notice to the other party, appoint its arbitrator as sole	524
	arbitrator and shall advise the other party accordingly. The	525
	award of a sole arbitrator shall be binding on both parties	526
	as if he had been appointed by agreement.	527
	Nothing herein shall prevent the parties agreeing in writing	528
	to vary these provisions to provide for the appointment of a	529
	sole arbitrator.	530
	In cases where neither the claim nor any counterclaim	531
	exceeds the sum of USD50,000 (or such other sum as the	532
	parties may agree) the arbitration shall be conducted in	533
	accordance with the LMAA Small Claims Procedure current	534
	at the time when the arbitration proceedings are commenced.	535
	19.2 This Agreement shall be governed by and construed	536
	in accordance with Title 9 of the United States code and	537
	the Maritime Law of the United States and any dispute	538
	arising out of or in connection with this Agreement shall be	539







	referred to three persons at New York, one to be appointed	540
	by each of the parties hereto, and the third by the two so	541
	chosen; their decision or that of any two of them shall be	542
	final, and for the purposes of enforcing any award,	543
	judgement may be entered on an award by any court of	544
	competent jurisdiction. The proceedings shall be conducted	545
	in accordance with the rules of the Society of Maritime	546
	Arbitrators, Inc.	547
	In cases where neither the claim nor any counterclaim	548
	exceeds the sum of USD50,000 (or such other sum as the	549
	parties may agree) the arbitration shall be conducted in	550
	accordance with the Shortened Arbitration Procedure of the	551
	Society of Maritime Arbitrators, Inc. current at the time when	552
	the arbitration proceedings are commenced.	553
	19.3 This Agreement shall be governed by and construed	554
	in accordance with the laws of the place mutually agreed by	555
	the parties and any dispute arising out of or in connection	556
	with this Agreement shall be referred to arbitration at a	557
	mutually agreed place, subject to the procedures applicable	558
	there.	559
	19.4 If Box 18 in Part I is not appropriately filled in, sub-	560
	clause 19.1 of this Clause shall apply.	561
	 	 
	Note: 19.1, 19.2 and 19.3 are alternatives; indicate	562
	alternative agree in Box 18.	563
	 	 
	20. Notices	564
	20.1 Any notice to be given by either party to the other	565
	Party shall be in writing and may be sent by fax, telex,	566
	Registered or recorded mail or by personal service.	567
	20.2 The address of the Parties for service of such	568
	communication shall be as stated in Boxes 19 and 20,	569
	respectively.	570







 


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




    	A-I-11



    	



    
APPENDIX II


 


FORM OF SUPERVISION AGREEMENT


 


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


 


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



 


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



 


WHEREAS:


 


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


 


IT IS NOW AGREED as follows:


 


ARTICLE I


 


DEFINITIONS


 


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


 


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


 


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


 


“Framework Agreement”
means the agreement dated 2 November 2015 made between the Parent and the Construction Supervisor.


 


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


 


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


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


 


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


 


ARTICLE II


 


APPOINTMENT


 


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


 


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


 


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



    	A-II-2



    	



    

 appropriate and as the terms of the Shipbuilding Contract allow him to do; and to give notice to the Builder
in the event that the Construction Supervisor discovers any construction, material or workmanship which the Construction Supervisor
believes does not or will not conform to the requirements of the Shipbuilding Contract and the specifications again provided the
terms of the Shipbuilding Contract allows for such notice to be given;


 


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


 


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


 


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


 


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


 


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


 


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



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(h) to accept
on behalf of the Owner the documents specified in Article [•], Paragraph [•] of the Shipbuilding Contract to be delivered
by the Builder at delivery of the Vessel under the Shipbuilding Contract and to confirm receipt thereof to the Owner;


 


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


 


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


 


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


 


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


 


ARTICLE III


 


CONSTRUCTION SUPERVISOR’S DUTIES

REGARDING CONSTRUCTION


 


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


 


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


 


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


 


(c) to (i) advise
the Owner in writing, four (4) Business Days prior to the date on which the delivery installment under the Shipbuilding Contract
is



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 anticipated to become due, of the times and amounts of payments to be made to the Builder under the Shipbuilding Contract and
any amount due to the Construction Supervisor for Owner’s Supplies not already settled and (ii) promptly confirm the same
on the day on which such installment becomes due (and being the date the same is required to be paid to the account referred to
in the relevant term of the Shipbuilding Contract);


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE IV


 


CONSTRUCTION SUPERVISOR’S GENERAL OBLIGATIONS


 


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


 


(a) it will exercise
commercially reasonable efforts to cause the due and punctual observance and performance of all conditions, duties and obligations




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imposed on the Owner by the Shipbuilding Contract (other than to pay the Contract Price) and will not without the prior written
consent of the Owner:


 


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


 


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


 


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


 


ARTICLE V


 


LIABILITY AND INDEMNITY


 


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


 


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


 


SECTION 5.3. The Owner shall
indemnify and hold harmless the Construction Supervisor Related Parties against all actions, proceedings, claims, demands 



    	A-II-6



    	



    

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 Construction Supervisor
Related Party in the performance of this Agreement, unless incurred or suffered due to the gross negligence or willful misconduct
of any Construction Supervisor Related Party.


 


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


 


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


 


ARTICLE VI


 


FEES


 


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


 


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




    	A-II-7



    	



    




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



 


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


 


ARTICLE VII


 


COMMENCEMENT - TERMINATION


 


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


 


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


 


SECTION 7.3. This Agreement
shall terminate automatically if:


 


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


 


(b) the Framework
Agreement is terminated.


 


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


 


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


 


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


 


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


 


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


 


(b) (i) the other
party files a petition under any bankruptcy law, makes an assignment for the benefit of its creditors, seeks relief under any law
for the 



    	A-II-8



    	



    

protection of debtors or adopts a plan of liquidation; (ii) a petition is filed against the other party seeking to have
it declared insolvent or bankrupt and such petition is not dismissed or stayed within 40 Business Days of its filing; (iii) the
other party shall admit in writing its insolvency or its inability to pay its debts as they mature; (iv) an order is made for the
appointment of a liquidator, manager, receiver or trustee of the other party of all or a substantial part of its assets; (v) an
encumbrancer takes possession of or a receiver or trustee is appointed over the whole or any part of the other party’s undertaking,
property or assets; or (vi) an order is made or a resolution is passed for the other party’s winding up;


 


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


 


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


 


or


 


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


 


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


 


ARTICLE VIII


 


EMPLOYEES


 


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


 


ARTICLE IX


 


GOVERNING LAW - ARBITRATION


 


SECTION 9.1. This Agreement
and any non-contractual matters connected with it shall be governed by and be construed in accordance with the laws of England.



    	A-II-9



    	



    




SECTION 9.2. All disputes
arising out of this Agreement shall be arbitrated in London in the following manner. One arbitrator is to be appointed by each
of the parties hereto and a third by the two so chosen. Their decision or that of any two of them shall be final and, for the purpose
of enforcing any award, this Agreement may be made a rule of the court. The arbitrators shall be commercial persons, conversant
with shipping matters. Such arbitration is to be conducted in accordance with the rules of the London Maritime Arbitration Association
terms current at the time when the arbitration proceedings are commenced and in accordance with the Arbitration Act 1996 or any
statutory modification or re-enactment thereof.


 


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


 


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


 


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


 


ARTICLE X


 


COUNTERPARTS


 


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


 


ARTICLE XI


 


NOTICES


 


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


 


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


 


(b) be deemed
to have been received, in the case of a letter, when delivered personally or three (3) days after it has been put into the post
and, in the case of a facsimile transmission or other means of telecommunication (other than



    	A-II-10



    	



    

 telex) in permanent written form,
at the time of dispatch (provided that if the date of dispatch is a Saturday or Sunday or a public holiday in the country of the
addressee or if the time of dispatch is after the close of business in the country of the addressee it shall be deemed to have
been received at the opening of business on the next day which is not a Saturday or Sunday or public holiday); and


 


	 	(c) 	be sent to:
	 	 	 	 
	 	 	(i) 	the Construction Supervisor at:
	 	 	 	 
	 	 	 	Costamare Shipping Company S.A.

60 Zephyrou Street & Syngrou Avenue
	 	 	 	 
	 	 	 	Athens, Greece
	 	 	 	 
	 	 	 	Facsimile No.: +30 210 940 9051

Attention: Chief Executive Officer
	 	 	 	 
	 	 	(ii) 	the Owner at:
	 	 	 	 
	 	 	 	c/o Costamare Inc.

Guildo Pastor Center

7 rue de Gabian

Monaco 98000



	 	 	 	 
	 	 	 	Facsimile No.: to be advissed

Attention: Gerant



 


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


 


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


 


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



    	A-II-11



    	



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


 


For the Owner


 


For the Construction Supervisor



    	A-II-12



    	



    






SCHEDULE 1


 


FORM OF CONSTRUCTION CERTIFICATE

[On the
letterhead of the Construction Supervisor]




 


[Vessel Owner] (the “Owner”)

[Address]

Facsimile: [   ]

Attention: [   ] 





	 	Date:	 



 





Dear Sirs,


 


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


 


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


 


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


 


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


 


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



 


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



 


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


 


Yours faithfully,





	 	 



for and on behalf of


COSTAMARE SHIPPING COMPANY S.A.



    	A-II-13