Exhibit 4.13


 


 


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	20
	 	 	 
	ARICLE XIV	NOTICES	22
	 	 	 
	ARTICLE XV	APPLICABLE LAW	23
	 	 	 
	ARTICLE XVI	ARBITRATION	23
	 	 	 
	ARTICLE XVII	MISCELLANEOUS	24
	 	 	 
	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 as amended and restated on 17 January, 2020, 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



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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.


 


“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.


 


“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.


 


“Insurance
Broker” means each insurance or re-insurance broker, sub-broker or agent thereof providing marine insurance or re-insurance
broking and/or advisory services to the Parent and/or any Subsidiary and/or a Vessel and “Insurance Brokers”
means, together, all or any of them.


 


“Insurances”
means in relation to a Vessel or the Parent or a Subsidiary:


 


(a)       all
policies and contracts of insurance or re-insurance; and


 


		(b)	all entries in a protection and indemnity or war risks or other mutual insurance association,



 


in the name of such person
or persons in respect of or in connection with such Vessel or its owner and includes all benefits thereof (including the right
to receive claims and to return of premiums).


 


“Insurer”
means, in relation to the Parent and/or any Subsidiary and/or a Vessel, each insurance company, reinsurance company, protection
and indemnity association and/or mutual association or other person offering any kind of Insurance to



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the Parent and/or such
Subsidiary and/or such Vessel or in which the Parent and/or such Subsidiary is a member, partner or shareholder of and “Insurers”
means, together, all or any of them.


 


“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.


 


“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.


 


“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.



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


 


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


 


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


 


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


 


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


 


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


 


“York”
means York Capital Management Global Advisors LLC, Sparrow Holdings, L.P., Bluebird Holdings, L.P. and certain affiliated funds
on whose behalf York Capital Management Global Advisors LLC has entered into the Framework Deed between the Parent, Costamare Ventures
Inc. and York dated 15 May 2013 as amended from time to time.


 


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.



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


 


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


 


ARTICLE
II



APPOINTMENT


 


SECTION 2.1. The
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



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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
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.



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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.


 


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.



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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.


 


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 entities formed pursuant to the Framework Deed
between the Parent, Costamare Ventures Inc. and York dated 15 May 2013 as amended from time to time.


 


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.


 


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;



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(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 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:



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


 


(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



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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
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,



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


 


(b) the
Manager has incurred a material unforeseen increase in the cost of providing the Services, by an amount to be agreed between the
Manager and the 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;



    	13



    	



    

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


 


(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. Notwithstanding
anything to the contrary contained, provided or implied in this Agreement, any Supervision Agreement or any Shipmanagement Agreement,
the Manager shall be entitled to receive and retain any address commission, other commission, credit (whether discretionary or
not), continuity credit (whether annual, semi-annual or other), dividend, distribution, charge, fee (whether advisory or otherwise),
interest, premium refund, return premium, allowance, discount, rebate or other similar amount payable to, declared (including by
way of set-off, combination of accounts or otherwise) in favour of or allocated in favour of the Parent, any Subsidiary or any
other assured, co-assured, joint assured or member by an Insurer in relation to or in connection with the relevant Insurances,
unless the Manager expressly directs otherwise. In addition the Parent shall, and shall procure that each Subsidiary shall, instruct
the relevant Insurers and Insurance Brokers to hold on behalf of and/or pass to the Manager any such commissions, credits, fees,
allowances, discounts, rebates etc.


 


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



    	14



    	



    

next calendar year in
a format acceptable to the Executive Officers and the Board of Directors and generally used by the Manager which shall include
a statement of estimated revenue and out-of-pocket expenses in providing the Services (the “Draft Budget”).


 


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


 


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,



    	15



    	



    

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 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;



    	16



    	



    

(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.


 


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



    	17



    	



    

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 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



    	18



    	



    

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, 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.



    	19



    	



    

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:


 


(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;



    	20



    	



    

(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 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



    	21



    	



    

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 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	 








    	22



    	



    

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.


 


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.



    	23



    	



    

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.


 


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]



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


 


	 	COSTAMARE INC.
	 	 
	 	By: 	 	 
	 	 	Name: Konstantinos Konstantakopoulos
	 	 	Title: Director
	 	 
	 	COSTAMARE SHIPPING COMPANY S.A.
	 	 
	 	By: 	 	 
	 	 	Name: Georgios Tsiaras
	 	 	Title: Director




    	25



    	



    

SCHEDULE A


 


SUBSIDIARIES


 


	AA	Shipowning companies with vessels	Vessel	Flag
	1	ACHILLEAS MARITIME CORPORATION	MAERSK KOBE	LIBERIA 
	2	ADELE SHIPPING CO.	MSC AZOV	MALTA
	3	ANGISTRI CORPORATION	ZIM N.YORK	HONG-KONG
	4	BAILS SHIPPING CO.	VOLANS	LIBERIA 
	5	BASTIAN SHIPPING CO.	MSC AJACCIO	MALTA
	6	BEARDMORE MARITIME CO.	TALOS	MALTA
	7	BENEDICT MARITME CO.	TRITON	MALTA
	8	BERTRAND MARITIME CO.	TITAN	MALTA
	9	CADENCE SHIPPING CO.	MSC AMALFI	MALTA
	10	CAPETANISSA MARITIME CORPORATION	COSCO BEIJING	MALTA
	11	CARAVOKYRA MARITIME CORPORATION	COSCO HELLAS	GREEK
	12	CARRAN SHIPPING CO.	MICHIGAN	MALTA
	13	CHRISTOS MARITIME CORPORATION	SEALAND WASHINGTON	HONG-KONG
	14	COSTACHILLE MARITIME CORPORATION	COSCO YANTIAN	MALTA
	15	COSTIS MARITIME CORPORATION	YORK	LIBERIA 
	16	DINO SHIPPING CO.	SEALAND MICHIGAN	HONG-KONG
	17	FAIRBANK MARITIME CO.	THESEUS	MALTA
	18	FANAKOS MARITIME CORPORATION	OAKLAND EXPRESS	HONG-KONG
	19	FASTSAILING MARITIME CO	ZIM SHANGHAI	HONG-KONG
	20	FINCH SHIPPING CO.	NEAPOLIS 	LIBERIA 
	21	FLOW SHIPPING CO.	HALIFAX EXPRESS	HONG-KONG
	22	HARDISTY SHIPPING CO.	ETOILE	MALTA
	23	HOLLER SHIPPING CO.	VELA	LIBERIA 
	24	IDRIS SHIPPING CO.	ZAGORA	LIBERIA 
	25	JODIE SHIPPING CO.	MSC ATHENS	MALTA
	26	JOYNER CARRIERS S.A.	MESSINI 	LIBERIA 
	27	KALAMATA SHIPPING CORPORATION	MAERSK KOLKATA	HONG-KONG
	28	KAYLEY SHIPPING CO.	MSC ATHOS	MALTA
	29	KELSEN SHIPPING CO.	KURE	LIBERIA 
	30	LEROY SHIPPING CO	PROSPER	LIBERIA 
	31	LINDNER SHIPPING CO.	VENETIKO 	LIBERIA 
	32	MADELIA SHIPPING CO.	ULSAN	HONG-KONG
	33	MARINA MARITIME CORPORATION	COSCO NINGBO	MALTA
	34	MAS SHIPPING CO.	KOKURA	LIBERIA 
	35	MERTEN SHIPPING CO.	MAERSK KALAMATA	HONG-KONG




    	26



    	



    

	36	MIKO SHIPPING CO.	SEALAND ILLINOIS	HONG-KONG
	37	MONTES SHIPPING CO.	MAERSK KAWASAKI	LIBERIA 
	38	NAVARINO MARITIME CORP.	MAERSK KINGSTON	HONG-KONG
	39	NERIDA SHIPPING CO.	MAERSK KOWLOON	LIBERIA 
	40	PEDDAR SHIPPING CO.	VULPECULA	LIBERIA 
	41	PERCY SHIPPING CO.	LUEBECK	LIBERIA 
	42	PLANGE SHIPPING CO.	KYPARISSIA	MALTA
	43	QUENTIN SHIPPING CO.	VALOR	MALTA
	44	RADER SHIPPING CO.	JPO VIRGO	MALTA
	45	RAYMOND SHIPPING CO.	VALUE	MALTA
	46	REDDICK SHIPPING CO.	MAERSK KLEVEN	LIBERIA 
	47	RENA MARITIME CORPORATION	COSCO GUANGZHOU	MALTA
	48	ROCKWELL SHIPPING CO.	TRADER	HONG-KONG
	49	SANDER SHIPPING CO.	VALIANT	MALTA
	50	SCHOFIELD MARITIME CO.	TAURUS	MALTA
	51	SIMONE SHIPPING CO.	LEONIDIO	MALTA
	52	SINGLETON SHIPPING CO.	MARATHOPOLIS	MALTA
	53	SPEDDING SHIPPING CO.	LAKONIA	HONG-KONG
	54	TAKOULIS MARITIME CORPORATION	SINGAPORE EXPRESS	HONG-KONG
	55	TATUM SHIPPING CO.	MEGALOPOLIS	MALTA
	56	TERANCE SHIPPING CO.	VALENCE 	MALTA
	57	TIMPSON SHIPPING CO.	AREOPOLIS	LIBERIA 
	58	UNDINE SHIPPING CO.	VANTAGE 	MALTA
	59	URIZA SHIPPING S.A.	NAVARINO	HONG-KONG
	60	VERANDI SHIPPING CO.	MAERSK KOTKA	LIBERIA 
	61	VIRNA SHIPPING CO.	MSC METHONI 	LIBERIA 




    	27



    	



    



 


 


 


 


 










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)


 

        Name

        [name of relevant Subsidiary]


Place of registered office

        [to be completed]

        Law of registry

        [to be completed]
	3.	Managers (name, place of registered office and law of registry)
        (Cl. 1)


 

        Name

        Costamare Shipping Company S.A.

        Place of registered office

        Panama City, Republic of Panama

        Law of registry

        Republic of Panama

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

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

        in each case in accordance with
        the best practice of prudent owners
	205
	 	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.



    	A-II-1



    	



    


“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;



    	A-II-3



    	



    


(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 



    	A-II-4



    	



    

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



    	A-II-5



    	



    

 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



 


		(2)	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