Exhibit 4.6


 





 


	
        1.    Date of Agreement

         

        [ . ]



	
        2.    Owners (name, place
        of registered office and law of registry) (Cl. 1)

         

        Name


[ . ]


Place of registered office


[ . ]


Law of registry


[ . ]


	
        3.    Managers (name,
        place of registered office and law of registry) (Cl. 1)

         

        Name


V.Ships Greece Ltd. 

Place of registered
        office 

Bermuda


Law of registry


Bermuda



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

         

        [ . ]



	
        5.    Crew Management
        (state “yes” or “no” as agreed) (Cl. 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))

         

        Not applicable


	
        14.  Owners’ Insurance
        (state alternative (i), (ii) or (iii) of Cl. 6.3)

         

        Clause 6.3(ii)



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

         

        United States Dollars 600 per day or pro rata


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

         

        United States Dollars 75,000



	
        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 Shipping Company S.A.

        60 Zefyrou Street, 17564 Athens, Greece,

        Telefax: +30 210 94 09 051, Email: [ . ]

        Attention: [ . ]


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

         

        3 Agiou Dionysiou Street, 18545 Piraeus,
        Greece

        Telefax: +30 210 42 94 340, Email: [ . ]

        Attention: Mr. Costas Kontes





 


It is mutually
agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART l and PART ll as
well as Annexes “A” (Details of Vessel), “B” (Details of Crew), and “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 l and Annexes “A”, “B”, and “C” and “D” shall prevail over those of
PART ll to the extent of such conflict but no further.


 


	
        Signature(s) (Owners)

         

        [ . ]


	
        Signature(s) (Managers)

         

        V.Ships Greece Ltd.






 


Copyright © 1998 BIMCO. All rights reserved.
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PART II

SHIPMAN 98 STANDARD SHIP MANAGEMENT AGREEMENT


 


	1.	Definitions



 


In this Agreement save where the context
otherwise requires, the following words and expressions shall have the meanings hereby assigned to them.


 


“Owners” means the party identified
in Box 2.


 


“Managers” means the party identified in Box 3.


 


“Vessel” means the vessel or vessels
details of which are set out in Annex “A” attached hereto.


 


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


 


“Crew” means
the Master, officers and ratings of the numbers, rank and nationality specified in Annex “B” attached hereto.


 


“Crew
Support Costs” means all expenses of a general nature which are not particularly referable to any individual
vessel for the time being managed by the Managers and which are incurred by the Managers for the purpose of providing
an efficient and economic management service and, without prejudice to the generality of the foregoing, shall
include the cost of crew standby pay, training schemes for officers and ratings, cadet training schemes, sick
pay, study pay, recruitment and interviews.


 


“Severance Costs”
means the costs which the employers are legally obliged to pay to or in respect of the Crew as a result of the early termination
of any employment contract for service on the Vessel.


 


“Crew Insurances”
means insurances against crew risks which shall include but not be limited to death, sickness, repatriation, injury, shipwreck
unemployment indemnity and loss of personal effects.


 


“Management Services”
means the services specified in sub-clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.


 


“ISM Code”
means the International Management Code for the Safe Operation of Ships and for Pollution Prevention as adopted by the International
Maritime Organization (IMO) by resolution A.741(18) or any subsequent amendment thereto.


 


“ISPS Code”
means the International Ship and Port Facility Security Code constituted pursuant to resolution A.924(22) of the International
Maritime Organization 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.


 


“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.


 


	2.	Appointment of Managers



 


With effect from the day and year stated
in Box 4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers
hereby agree to act as the Managers of the Vessel.


 


The Managers hereby acknowledge
that they are aware that Costamare Shipping Company S.A. has also been appointed as the Managers of the Vessel pursuant
to a management agreement dated [..........] with the Owners. The Owners hereby appoint Costamare
Shipping Company S.A. as the Owners’ agent and attorney-in-fact and the Managers agree and acknowledge that all instructions
received by Costamare Shipping Company S.A. in relation to the Vessel under this Agreement shall be deemed to be instructions
of the Owners for the purposes of this Agreement.


 


Copyright © 1998 BIMCO. All rights reserved. Any
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    PART II

SHIPMAN 98 STANDARD SHIP MANAGEMENT AGREEMENT


 



	3.	Basis of Agreement



 


Subject to the terms
and conditions herein provided, during the period of this Agreement, the Managers shall carry out Management Services in respect
of the Vessel as agents for and on behalf of the Owners. Subject to the terms of this Agreement,
Tthe Managers shall
have authority to take such actions as they may from time to time in their absolute
reasonable discretion consider to be necessary to enable them to perform this
Agreement in accordance with sound ship management practice.


 


	3.1	Crew Management



 


(only applicable if agreed according to Box 5)


 


The Managers shall provide
suitably qualified Crew for the Vessel as required by the Owners in accordance with the STCW 95 requirements, provision of which
includes but is not limited to the following functions:


 


(i) selecting and
engaging the Vessel’s Crew, including payroll arrangements, pension administration, and insurances for the Crew other than those
mentioned in Clause 6;


 


(ii) ensuring that
the applicable requirements of the law of the flag of the Vessel are satisfied in respect of manning levels, rank, qualification
and certification of the Crew and employment regulations including Crew’s tax, social insurance, discipline and other requirements;


 


(iii) ensuring that
all members of the Crew have passed a medical examination with a qualified doctor certifying that they are fit for the duties for
which they are engaged and are in possession of valid medical certificates issued in accordance with appropriate flag State requirements.
In the absence of applicable flag State requirements the medical certificate shall be dated not more than three months prior to
the respective Crew members leaving their country of domicile and maintained for the duration of their service on board the Vessel;


 


(iv) ensuring that
the Crew shall have a command of the English language of a sufficient standard to enable them to perform their duties safely;


 


(v) arranging transportation of the Crew,
including 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;




 


(vii) keeping
and maintaining full and complete records of any 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 otherwise agreed in writing. The
Owners may direct the Managers to replace any member of the Crew and the Managers shall comply with such direction and shall find
a replacement for such member. It is hereby understood that the replacement of any member of the Crew shall be at the sole discretion
of the Owners. Any claim made by such replaced member of the Crew and the liability therefor shall be the responsibility of the
Owners, unless the Managers have failed to fulfil their obligations to provide a suitably qualified member of the Crew (whether
originally or as a replacement) within the terms of this Agreement in which case such replacement shall be at the Managers’
expense. See also Clause 30.


 


	3.2	Technical Management



 


(only applicable if agreed according to Box 6)


 


The Managers shall provide technical management
which includes, but is not limited to, the following functions:


 


 (i) provision of competent personnel to supervise the maintenance and general efficiency of the Vessel;




 


(ii) arrangement and supervision of dry
dockings, repairs, alterations and the upkeep of the Vessel to the standards required by the Owners provided that the Managers
shall be entitled to incur the necessary


 


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PART II

SHIPMAN 98 STANDARD SHIP MANAGEMENT AGREEMENT


 


expenditure to ensure that the Vessel will
comply with the law of the flag of the Vessel and of the places where she trades, and all requirements and recommendations of the
classification society;


 


 (iii) arrangement of the supply of necessary stores, spares and lubricating oil;




 


(iv) appointment of surveyors and technical
consultants as the Managers may consider from time to time to be necessary;


 


(v) development, implementation
and maintenance of a Safety Management System (SMS) in accordance with the ISM Code (see sub-clauses 4.2 and 5.3). and of a security system in accordance with the ISPS Code;


 


(vi) 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..


 


	3.3	Commercial Management



 


(only applicable if agreed according to Box 7)


 


The Managers shall provide the commercial
operation of the Vessel, as required by the Owners, and only to the extent so required (if
at all), which includes, but is not limited to, the following functions:


 


 (i)
providing chartering services in accordance with the Owners’ instructions which include, but are not limited to,
seeking and negotiating employment for the Vessel and the conclusion (including the execution thereof) of charter parties or other
contracts relating to the employment of the Vessel. If such a contract exceeds the period stated in Box 13, consent thereto in
writing shall first be obtained from the Owners.


 


(ii) arranging
of the proper payment to Owners or their nominees of all hire and/or freight revenues or other moneys of whatsoever nature to which
Owners may be entitled arising out of the employment of or otherwise in connection with the Vessel.


 


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


 


(ivi)
issuing to the Crew of appropriate voyage instructions and monitoring voyage performance;


 


		(viii)	appointing agents;



 


		(ix)	appointing stevedores;



 


(vii)
arranging surveys associated with the commercial operation of the Vessel.


 


(vi) 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;


 


(vii) 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 accounts receivable 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;


 


(viii) preparing off-hire statements and/or on-hire statements; 




 


(ix) 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


(x) reporting to the
Owners of any major casualties, damages received or caused by the Vessel or any release or discharge of oil or other hazardous
material not in compliance with any laws.


 


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PART II

SHIPMAN 98 STANDARD SHIP MANAGEMENT AGREEMENT


 


	3.4	Insurance Arrangements



 


(only applicable if agreed according to Box 8)


 


The Managers shall arrange
insurances in accordance with Clause 6, on such terms and conditions as the Owners shall have instructed and
only to the extent so instructed, or agreed, in particular regarding
underwriters, conditions, insured values, deductibles and franchises.


 


	3.5	Accounting Services



 


(only applicable if agreed according to
Box 9)


 


The Managers shall:


 


(i) establish an
accounting system which meets the requirements of the Owners and provide regular accounting services, supply regular reports and
records,


 


(ii) maintain the
records of all costs and expenditure incurred as well as data necessary or proper for the settlement of accounts between the parties
and shall make the same available for inspection and auditing by the Owners or any person the Owners may designate in writing.


 


	3.6	Sale or Purchase of the Vessel



 


(only applicable if agreed according to Box 10)


 


The Managers shall, in accordance
with the Owners’ instructions, and
only to the extent so instructed (if all), supervise the sale or purchase of the Vessel, including the performance
of any sale or purchase agreement, but not negotiation of the same. The Managers shall, in accordance
with the instructions of the Owners and only to the extent so instructed (if at all) assist the Owners with the registration
of the Vessel under the laws of the relevant flag state from time to time and for the deletion of the Vessel from the same.
Notwithstanding anything to the contrary contained in this Agreement, any services to be provided by the Managers under this Clause
maybe required by the Owners before this Agreement has commenced (but after it has been signed) and/or after it has been terminated
and, in either such case, the Managers shall be obliged to provide the same as and when requested by the Owners.


 


	3.7	Provisions



 


(only applicable if agreed according to Box 11)


 


The Managers shall arrange for the supply of provisions.


 


	3.8	Bunkering



 


(only applicable if agreed according to Box 12)


 


The Managers shall arrange for the provision
of bunker fuel of the quality specified by the Owners and only to the extent so instructed
as required for the Vessel’s trade.


 


	4.	Managers’ Obligations



 


4.1      The Managers undertake to use their
best endeavours to provide the agreed Management Services as agents for and on behalf of the Owners in accordance with sound ship
management practice and to protect and promote the interests of the Owners in all matters relating to the provision of services
hereunder. The Managers shall exercise care to cause adequate manpower to be employed by them to
perform their obligations under this Agreement. Provided, however, that the Managers in the performance of their management
responsibilities under this Agreement shall be entitled to have regard to their overall responsibility in relation to all vessels
as may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing,
the Managers shall be


 


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PART II

SHIPMAN 98 STANDARD SHIP MANAGEMENT AGREEMENT


 


entitled to allocate available supplies, manpower
and services in such manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and
reasonable.


 


	4.2	Where the Managers are providing Technical Management in accordance with
sub-clause 3.2, they shall procure that the requirements of the law of the flag of the Vessel are satisfied and they shall in particular
be deemed to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel
and taking over the duties and responsibilities imposed by the ISM Code and/or the ISPS Code
when applicable.



 


4.3. In the exercise of
their duties hereunder, the Managers shall act in accordance with the reasonable policies, guidelines and instructions from time
to time communicated to them in writing by the Owners.


 


	5.	Owners’ Obligations



 


	5.1	The Owners shall pay all sums due to the Managers punctually in accordance with the terms of this Agreement.



 


	5.2	Where the Managers are providing Technical Management in accordance with sub-clause 3.2, the Owners shall:



 


(i) procure that all officers and ratings
supplied by them or on their behalf comply with the requirements of STCW 95;


 


(ii) instruct such officers and ratings
to obey all reasonable orders of the Managers in connection with the operation of the Managers’ safety management system.


 


	5.3	Where the Managers are not providing Technical Management in accordance
with sub-clause 3.2, the Owners shall procure that the requirements of the law of the flag of the Vessel are satisfied and that
they, or such other entity as may be appointed by them and identified to the Managers, shall be deemed to be the “Company”
as defined by the ISM Code assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities
imposed by the ISM Code when applicable.



 


	6.	Insurance Policies



 


The Owners shall procure, whether by instructing
the Managers under sub-clause 3.4 or otherwise, that throughout the period of this Agreement:


 


	6.1	at the Owners’ expense, the Vessel is insured for not less than her sound market value or entered
for her full gross tonnage, as the case may be for:



 


 (i) usual hull and machinery marine risks (including crew negligence) and excess liabilities;




 


 (ii) protection and indemnity risks (including pollution risks and Crew Insurances); and




 


______(iii)
war risks (including protection and indemnity and crew risks) in each case
in accordance with the best practice of prudent owners of vessels of a similar type to the Vessel,
with first class insurance companies, underwriters or associations (in
the latter case being a member of the Internal Group of P&I Clubs) (“the Owners’
Insurances”);


 


	6.2	all premiums and calls and applicable deductibles and/or franchises
on the Owners’ Insurances are paid promptly by their due date,



 


	6.3	the Owners’ Insurances name the Managers and, subject to underwriters’
agreement, any third party designated by the Managers as a joint assured, with full cover, with the Owners obtaining cover in respect
of each of the insurances specified in sub-clause 6.1:



 


(i) on terms whereby the Managers and any
such third party are liable in respect of premiums or calls arising in connection with the Owners’ Insurances; or


 


(ii) if reasonably obtainable, on terms
such that neither the Managers nor any such third party shall be under any liability in respect of premiums or calls arising in
connection with the Owners’ Insurances; or


 


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PART II

SHIPMAN 98 STANDARD SHIP MANAGEMENT AGREEMENT


 


 (iii) on such other terms as may be agreed in writing.




 


Indicate alternative (i), (ii) or (iii) in Box
14. If Box 14 is left blank then (i) applies.


 


	6.4	written evidence is provided, to the reasonable satisfaction of the Managers,
of their compliance with their obligations under this Clause 6 within a reasonable time of the commencement of the Agreement, and
of each renewal date and, if specifically requested, of each payment date of the Owners’ Insurances.



 


	7.	Income Money
Collected and Expenses Paid on Behalf of Owners



 


	7.1	All moneys collected by the Managers under the terms of this Agreement
(other than moneys payable by the Owners to the Managers) and any interest thereon shall be held to the credit of the Owners in
a separate bank account.



 


	7.2	All expenses incurred by the Managers under the terms of this Agreement
on behalf of the Owners (including expenses as provided in Clause 8) may be debited against the Owners in the account referred
to under sub-clause 7.1 but shall in any event remain payable by the Owners to the Managers on demand.



 


	8.	Management Fee



 


	8.1	The Owners shall pay to the Managers for their services as Managers under
this Agreement an annual the daily
management fee as stated in Box 15 which shall be payable by equal monthly instalments in
advance, the first instalment being monthly in advance on a pro rata basis.
payable on the commencement of this Agreement (see Clause 2 and Box 4) and subsequent instalments being payable every month.



 


	8.2	The management fee shall be subject to an annual review
on the anniversary date of the Agreement and the proposed fee shall be presented in the annual budget referred to in sub-clause
9.1.



 


	8.3	The Managers shall, at no extra cost to the Owners, provide their own office
accommodation, office staff, facilities and stationery. Without limiting the generality of Clause 7 the Owners shall reimburse
the Managers for postage and communication expenses, travelling expenses, and other out of pocket expenses properly incurred by
the Managers in pursuance of the Management Services.



 


	8.4	In
the event of the appointment of the Managers being terminated by the Owners or the Managers in accordance with the provisions
of Clauses 17, and 18 other than by reason of
default by the Managers, or if the Vessel is lost, sold or otherwise disposed of,
18.1 or 18.3, the “management fee” payable to the Managers according to the provisions of sub-clause 8.1,
shall continue to be payable for a further period of three calendarone
month (in the case of a termination in accordance with clause 17) or two months (in
the case of a termination in accordance with clauses 18.1 or 18.3), in each case as from the termination date. In addition,
provided that the Managers provide Crew for the Vessel in accordance with sub-clause 3.1:



 


(i) the Owners
shall continue to pay Crew Support Costs during the said further period of three calendar months, and


 


(ii) the
Owners shall pay an equitable proportion of any Severance Costs which may materialize, not exceeding the amount stated in Box 16.


 


	8.5	If
the Owners decide to lay-up the Vessel whilst this Agreement remains in force and such lay-up lasts for more than
three two months, an appropriate reduction of the management
fee for the period exceeding three two
months until one month before the Vessel is again put into service shall
be mutually agreed between the parties failing which the Owners .shall
have the right to terminate this Agreement.



 


	8.6	Unless otherwise agreed in writing all discounts and commissions obtained by the Managers in
the course of the management of the Vessel shall be credited to the Owners.



 


	9.	Budgets and Management of Funds



 


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SHIPMAN 98 STANDARD SHIP MANAGEMENT AGREEMENT


 


	9.1	The Managers shall on or before October
1 of each calendar year present to the Owners annually a budget
for the following twelve months calendar year
in such form as the Owners require. The budget for the first year hereof
until the end of this calendar year is set out in Annex “C” hereto. Subsequent
annual budgets shall be prepared by the Managers and submitted to the Owners not less than three months before the anniversary
date of the commencement of this Agreement (see Clause 2 and Box 4).



 


	9.2	The Owners shall indicate to the Managers their acceptance and approval
of the annual budget within one month of presentation and in the absence of any such indication the Managers shall be entitled
to assume that the Owners have accepted the proposed budget.



 


	9.3	Following the agreement of the budget, the Managers shall prepare and present
to the Owners their estimate of the working capital requirement of the Vessel and the Managers shall each month up-date this estimate.
Based thereon, the Managers shall each month request the Owners in writing for the funds required to run the 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. Such funds shall be received by the Managers within ten running days after the receipt
by the Owners of the Managers’ written request and shall be held to the credit of the Owners in a separate bank account.



 


	9.4	The Managers shall produce a comparison between budgeted and actual income and expenditure of
the Vessel in such form as required by the Owners monthly or at such other intervals as mutually agreed.



 


	9.5	Notwithstanding anything contained herein to the contrary, the Managers shall in no circumstances
be required to use or commit their own funds to finance the provision of the Management Services.



 


	10.	Managers’ Right to Sub-Contract



 


The Managers shall not
have the right to sub-contract any of their obligations hereunder, including those mentioned in sub-clause 3.1, without the prior
written consent of the Owners which shall not be unreasonably withheld.
In the event of such a sub-contract the Managers shall remain fully liable for the due performance of their obligations under this
Agreement.


 


The Managers
agree to subcontract to V.Ships Shanghai (“VSHA”) such of the Management Services as and when
the Owners require the Managers to do so in writing. The Managers shall arrange for the Owners to have direct
contact with VSHA as regards the Management Services so sub-contracted and the Managers hereby undertake
that the sub-contract agreement between the Managers and VSHA shall be on terms substantially identical
to this Agreement, with logical amendments (as to the management fee payable and the parties involved)
and with wording, acceptable to the Owners and Costamare Shipping Company S.A. acting reasonably,
providing that Costamare Shipping Company S.A. shall have a direct working relationship with VSHA. Costamare
Shipping Company S.A. may require evidence of any such sub-contracting and a copy of the relevant sub-contract
agreement. In the event of such a sub-contract the Managers shall remain fully liable for the due performance
of their obligations under this Agreement.


 


	11.	Responsibilities



 


	11.1	Force Majeure – Neither the Owners nor the Managers shall be under
any liability for any failure to perform any of their obligations hereunder by reason of any cause whatsoever of any nature or
kind beyond their reasonable control.



 


	11.2	Liability to Owners



 


(i) Without prejudice
to sub-clause 11.1, the Managers shall be under no liability whatsoever to the Owners 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 the Vessel) and howsoever arising in the course of performance of the Management Services UNLESS same
is proved to have resulted solely from the negligence, gross negligence or
wilful default of the Managers or their employees, or agents or sub-contractors employed by them in connection with the Vessel,
in which case (save where loss, damage, delay or expense has resulted from the Managers’ personal act or omission committed with
the intent to cause same or recklessly and


 


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PART II

SHIPMAN 98 STANDARD SHIP MANAGEMENT AGREEMENT


 


with knowledge that such
loss, damage, delay or expense would probably result) the Managers’ liability for each incident or series of incidents giving rise
to a claim or claims shall never exceed a total of ten times the annual management fee payable hereunder.


 


(ii) Notwithstanding
anything that may appear to the contrary in this Agreement, the Managers shall not be liable for any of the actions of the Crew,
even if such actions are negligent, grossly negligent or wilful, except only to the extent that they are shown to have resulted
from a failure by the Managers to discharge their obligations under sub-clause 3.1, in which case their liability shall be limited
in accordance with the terms of this Clause 11.


 


	11.3	Indemnity – Except to the extent and solely for the amount therein
set out that the Managers would be liable under sub-clause 11.2, the Owners hereby undertake to keep the Managers and their employees,
agents and sub-contractors indemnified and to hold them harmless 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 the Agreement, and against and in respect of all costs, losses, damages and expenses (including legal costs
and expenses on a full indemnity basis) which the Managers may suffer or incur (either directly or indirectly) in the course of
the performance of this Agreement.



 


	11.4	“Himalaya” - It is hereby expressly agreed that no employee or
agent of the Managers (including every sub-contractor from time to time employed by the Managers) shall in any circumstances whatsoever
be under any liability whatsoever to the Owners 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 Clause 11, every exemption, limitation, condition and liberty
herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to the Managers
or to which the Managers are entitled hereunder shall also be available and shall extend to protect every such employee or agent
of the Managers acting as aforesaid and for the purpose of all the foregoing provisions of this Clause 11 the Managers are 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.



 


	12.	Documentation



 


Where the Managers are
providing Technical Management in accordance with sub-clause 3.2 and/or Crew Management in accordance with sub-clause 3.1, they
shall make available, upon Owners’ request, all documentation and records related to the Safety Management System (SMS) and/or
the Crew which the Owners need in order to demonstrate compliance with the ISM Code, the ISPS Code
and STCW 95 or to defend a claim against a third party.


 


	13.	General Administration



 


	13.1	The Managers shall handle and settle all claims arising out of the Management
Services hereunder not exceeding US$5,000 and keep the Owners informed regarding any
incident of which the Managers become aware which gives or may give rise to claims or disputes involving third parties.



 


	13.2	The Managers shall, as instructed by the Owners,
under this Agreement, bring or defend actions, suits or proceedings in connection with matters entrusted to the Managers
according to this Agreement.



 


	13.3	The Managers shall also have power
to as instructed by the Owners under this Agreement, obtain legal or
technical or other outside expert advice in relation to the handling and settlement of claims and disputes or all other matters
affecting the interests of the Owners in respect of the Vessel.



 


	13.4	The Owners shall arrange for the provision of any necessary guarantee bond or other security.



 


	13.5	Any costs reasonably incurred by the Managers in carrying out their obligations
according to this Clause 13 shall be reimbursed by the Owners.



 


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SHIPMAN 98 STANDARD SHIP MANAGEMENT AGREEMENT


 


13.6 Upon
request the Mangers shall provide the Owners, with all documents required for the purposes of submitting claims to the Vessels’
insurers (through brokers or directly) or for defending or presenting claims against other parties etc. This obligation will survive
for six (6) years after termination of this Agreement.


 


	14.	Auditing



 


The Managers shall at
all times maintain and keep true and correct accounts and shall make the same available for inspection and auditing by the Owners
or their agents at such times as may be mutually agreed. On the termination, for whatever
reasons, of this Agreement, the Managers shall release to the Owners, if so requested, the originals where possible, or otherwise
certified copies, of all such accounts and all documents specifically relating to the Vessel and her operation.


 


	15.	Inspection of Vessel



 


The Owners shall have the right at any time
after giving reasonable notice to the Managers to inspect the Vessel for any
reason they consider necessary. The Managers shall visit and thoroughly inspect and survey the
Vessel at least once per quarter each calendar year, i.e. at least four times per calendar year. Following each such visit and inspection/survey, the Managers shall submit to the Owners a detailed condition report in relation to the Vessel, its operations
and other related matters as observed by such visit and inspection/survey. If the Managers’ superintendents or other
qualified staff spend more than 28 days visiting and inspecting/surveying the Vessel pursuant to this Clause in any calendar
year, the Managers will charge the Owners for such excess days United States Dollars 500 per excess day for each such person.
The Owners are entitled to make recommendations as to possible repair or maintenance matters, in writing, to the Managers
only. Such recommendations should not be given to the Crew directly by the Owners.


 


	16.	Compliance with Laws and Regulations



 


The Managers
will not do or permit to be done anything which might cause any breach or infringement of the laws and regulations of the Vessel’s
flag, or of the places where she trades or of any sanctions imposed by the U.S., the U.N.,
the E.U. or the U.K..


 


	17.	Duration of the Agreement



 


This Agreement shall come into effect on the
day and year stated in Box 4 and shall continue until the date stated in Box 17. Thereafter it shall continue until terminated
by either party giving to the other notice in writing, in which event the Agreement shall terminate upon the expiration of a period
of two months from the date upon which such notice was given. In case the Agreement is terminated
pursuant to clause 17 because of the transfer of the full or technical management of the Vessel to Costamare Shipping Company
S.A. or to Shanghai Costamare Ship Management Co., Ltd. or to any other manager appointed by the Owners no termination fee
will be payable to the Managers under Clause 8.4 of this Agreement.


 


	18.	Termination



 


	18.1	Owners’ default



 


(i) The Managers shall
be entitled to terminate theis Agreement
with immediate effect by notice in writing if any moneys payable by the Owners under this Agreement
and/or the owners of any associated vessel, details of which are listed in Annex “D”, shall not
have been received in the Managers’ nominated account within ten running
Business dDays of receipt
by the Owners of the Managers’ written request or if the Vessel is repossessed by the Mortgagees.


 


 (ii) If the Owners:




 


		(a)	fail to meet their obligations under sub-clauses 5.2 and 5.3 of this Agreement for any reason
within their control, or



 


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		(b)	proceed with the employment of or continue to employ the Vessel in the
carriage of contraband, blockade running, or in an unlawful or sanctionable trade,
or on a voyage which in the reasonable opinion of the Managers is unduly hazardous or improper, 



 


the Managers may give
notice of the default to the Owners, requiring them to remedy it as soon as practically possible. In the event that the Owners
fail to remedy it within a reasonable time to the satisfaction of the Managers, the Managers shall be entitled to terminate theis
Agreement with immediate effect by notice in writing.


 


	18.2	Managers’ Default



 


If the Managers fail
to meet their obligations under Clauses 3 and 4 of this Agreement for any reason within the control of the Managers, the Owners
may give notice to the Managers of the default, requiring them to remedy it as soon as practically
possiblepromptly. In the event that the Managers fail to remedy it within
a reasonable promptly time to
the satisfaction of the Owners, the Owners shall be entitled to terminate the Agreement with immediate effect by notice in writing.


 


	18.3	Extraordinary Termination



 


This Agreement shall
be deemed to be terminated in the case of the sale of the Vessel or if the Vessel becomes a total loss or is declared by
the Owners as a constructive or compromised or arranged total loss or is requisitioned.


 


	18.4	For the purpose of sub-clause 18.3 hereof



 


(i) the date upon
which the Vessel is to be treated as having been sold or otherwise disposed of shall be the date on which the Owners cease to be
registered as Owners of the Vessel;


 


(ii) the Vessel shall
not be deemed to be lost unless either she has become an actual total loss or agreement has
been reached with her underwriters in respect of her constructive, compromised or arranged total loss or if such agreement with
her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred. notice
of abandonment is served by the Owners on the Vessel’s underwriters.


 


18.5   This
Agreement shall terminate forthwith in the event of an order being made or resolution passed for the winding up, dissolution, liquidation
or bankruptcy of either party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed,
or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.
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) the other party shall admit in writing ts insolvency or its inability
to pay its debts as they mature; (iii) an order is made for the appointment of a liquidator, manager, receiver or trustee of the
other party of all or substantial part of its assets; or (iv) 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 repsect, by reasons of
Force Majeure for a period of two or more consecutive months.


 


	18.6	The termination of this Agreement shall be without prejudice to all rights accrued due between
the parties prior to the date of termination.



 


	19.	Law and Arbitration



 


19.1    This Agreement
and any non-contractual obligations 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 


 


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PART II

SHIPMAN 98 STANDARD SHIP MANAGEMENT AGREEMENT


 


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. 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 judgements 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 in London in accordance with the Arbitration Act 1996 or
any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions
of this Clause. 


The arbitration shall
be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when
the arbitration proceedings are commenced. 


The reference shall
be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send
notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator
within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the
other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other
party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party
referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint
its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall
be binding on both parties as if he had been appointed by agreement. 


Nothing herein shall
prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.



In cases where neither
the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum as the parties may agree) the arbitration
shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration
proceedings are commenced. 


19.2    This Agreement
shall be governed by and construed in accordance with Title 9 of the United States Code and the Maritime Law of the United States
and any dispute arising out of or in connection with this Agreement shall be referred to three persons at New York, one to be appointed
by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and
for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings
shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc. 


In cases where neither
the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum as the parties may agree) the arbitration
shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators,
Inc. current at the time when the arbitration proceedings are commenced.


19.3    This
Agreement shall be governed by and construed in accordance with the laws of the place mutually agreed by the parties and any dispute
arising out of or in connection with this Agreement shall be referred to arbitration at a mutually agreed place, subject to the
procedures applicable there.


 


	19.4	If Box 18 in Part I is not appropriately filled in, sub-clause 19.1 of this Clause shall apply.



 


Note: 19.1, 19.2 and 19.3 are alternatives; indicate
alternative agreed in Box 18.


 


	20.	Notices



 


	20.1	Any notice to be given by either party to the other party shall be in writing and may be sent
by fax, Emailtelex, registered
or recorded mail or by personal service.



 


	20.2	The address of the Parties for service of such communication shall be as stated in Boxes 19 and 20, respectively.



 


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of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First
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PART II

SHIPMAN 98 STANDARD SHIP MANAGEMENT AGREEMENT


 


	21.	Entire Agreement



This
Agreement constitutes the entire agreement between the parties and no promise, undertaking, representation, warranty or
statement by either party prior to the date stated in Box 2 shall affect this Agreement. Any modification of this Agreement
shall not be of any effect unless in writing signed by or on behalf of the parties.


 


	22.	Third Party Rights



Except (i) to the extent
provided in Sub-clauses 11.3 (Indemnity) and 11.4 (Himalaya) and (ii) by Costamare Shipping Company S.A. no third parties
may enforce any term of this Agreement.


 


	23.	Partial Validity



If any provision of this
Agreement is or becomes or is held by any arbitrator or other competent body to be illegal, invalid or unenforceable in
any respect under any law or jurisdiction, the provision shall be deemed to be amended to the extent necessary to avoid
such illegality, invalidity or unenforceability, or, if such amendment is not possible, the provision shall be deemed to
be deleted from this Agreement to the extent of such illegality, invalidity or unenforceability, and the remaining provisions
shall continue in full force and effect and shall not in any way be affected or impaired thereby.


 


24. Interpretation


In this Agreement:


(a) Singular/Plural


The singular includes
the plural and vice versa as the context admits or requires.


(b) Headings


The index and headings
to the clauses and appendices to this Agreement are for convenience only and shall not affect its construction or interpretation.


(c) Day


“Day” means a calendar
day unless expressly stated to the contrary.


 


	25.	Pre-approval



Notwithstanding anything
to the contrary in this Agreement, the Managers agree that before taking any action the result of which will be a cost to
the Owners of at least USD10,000, including (but without limiting the generality of the foregoing) the Managers:


(a) making an appointment
of a person in connection with this Agreement (such as repair supervisors, surveyors, technical consultants, port agents, stevedores
or any other person of any kind); or


(b) arranging for the
supply of provisions, bunker fuel, stores, spares or lubricant oils; or


(c) arranging dry dockings, repairs or maintenance in relation
to the Vessel; or


(d) arranging surveys, etc.,


the Managers shall seek
and obtain the prior written approval of the Owners in respect of such action (including in respect of MARCAS and any service
provider associated with the Managers). In the event that the Owners shall decide to perform such action themselves to the
exclusion of the Managers, they shall advise the Managers in writing.


 


	26.	MARCAS



26.1 The Managers are
presently members of MARCAS International Limited (“MARCAS”), a contracting association providing access to commodities
and dry dock services globally (www.marcas.org). MARCAS negotiates on behalf of its members with selected suppliers the best available
price, terms and conditions for the bulk purchase of goods and services for the marine industry with the aim of offering to members
and their clients savings on vessel technical operating costs. To enable the Managers to arrange such supplies on the most advantageous
terms, the Managers shall be entitled to make bulk purchases through MARCAS.


 


	27.	Shipsure



The Managers will, subject to the remaining
provisions of this Clause 27, provide the Owner and the Vessel at no extra cost with the Managers’ proprietary ship management
software in executable object code form as the same may be upgraded and updated from time to time (the “Information System
Software”) to allow information from both the Vessel’s and the Managers’ office to be accessed directly by the
Owners via the “PartnerShip Network” secure website. Financial, technical and operational information relating to
the Vessel will be available from both the Vessel and office outputs, with the ability to “drill down” on accounts.
This will provide the Owners with immediate access to the same information available to the Managers and to reports generated
for the Owners, with a view to providing


 


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PART II

SHIPMAN 98 STANDARD SHIP MANAGEMENT AGREEMENT


 


improved efficiency and cost
savings to the Owners in their overview of the management of the Vessel.


Should the Owners have
existing software applications on board the Vessel which they wish to retain, the Owners will permit the Managers to carry
out an on board audit to assess the suitability, compatibility with the Information System Software, and any risks or disadvantages
associated with the continued use of such applications.


The main features of the Information
System Software at the date of this Agreement are:


(i) comprehensive management
software providing single point of entry to the Vessel incorporating crew administration, vessel noon reporting, operational and
port reporting, defect and deficiency reporting and performance monitoring;


(ii) a ship to shore
and shore to ship e-mail package providing cost efficient communications available to the Owners and their charterers; and


(iii) a computerised
maintenance system including inventory control and automated purchase order handling. Installation and set-up of the Information
System Software will be undertaken at no cost to the Owners on a date agreed between the Managers and the Owners having regard
to the Vessel’s schedule and the availability of the Managers’ personnel.


Solely for the duration
of this Agreement the Managers hereby grant the Owners a personal, non-transferable nonexclusive


license to use a single copy of the Information
System Software as installed by the Managers on a single computer on board the Vessel.


The Information System Software is owned
by the Managers or their subsidiaries and is protected by applicable copyright and patent laws. The Owners may not copy the Information
System Software (except for back-up purposes only) or any written materials which accompany it, and may not sell, rent, lease,
lend, sub-licence, reverse engineer or distribute the Information System Software or such written materials.


The Managers do not warrant
that the Information System Software will meet the Owners requirements or that the use or operation of the Information System
Software will be uninterrupted or error free.


 


	28.	Vessel trading in high risk areas



In the event that the Vessel
is to trade in a high risk area and in particular an area where piracy is prevalent, the Managers shall:


(i) comply in full with
the guidance provided by ‘Best Management Practices to Deter Piracy off the Coast of Somalia and in the Arabian Sea Area
(BMP)’ as may be revised from time to time and also with any similar guidance which may be issued for other high risk areas;


(ii) monitor daily guidance
and updates provided by The Maritime Security Centre – Horn of Africa (MSCHOA) website (www.mschoa.org ) as may be revised
from time to time and advise the Vessel accordingly;


(iii) comply with the
guidelines for ‘Transiting off the coast of Somalia, the Arabian Sea, Gulf of Aden and Red Sea’ as may be revised from
time to time and also with any similar guidance which may be issued for other high risk areas. The guidelines set out their policy
of full compliance with BMP and additional guidance and information on Self Protection Measures (SPM’s) and Citadels or Safe
Areas. The Owners will be provided with a copy of the guidelines and costs for SPM’s will be included in the Vessel budget;


(iv) where appropriate,
ensure the Vessel follows the International Recommended Transit Corridor (IRTC), using the services of an escorted convoy if available
or joining a group transit if not;


(v) monitor routing
recommendations for transiting high risk areas as provided by charterers and insurers and review the same as part of the risk assessment
carried out for the transit concerned;


(vi) provide
sufficient Self Protection Measures (SPM) appropriate to the Vessel’s type, size and speed with a view to protecting the
Crew as far as possible in the event of an attack. To be determined by the risk assessment required by BMP for the transit concerned
and before entering the high risk area; and


(vii) provide training for the Crew in BMP prior to transiting any high risk area.




 


All these services set out
in this clause (other than materials required for SPM implementation) are provided by the Managers free of any cost to the
Owners.


 


	29.	Float



On or prior to the date
stated in Box 2 the Owners shall provide to the Managers a sum of $75,000 which shall be available to the Managers in their
reasonable discretion for payment of any sum due under the terms of this Agreement, which sum will be held in the Managers’
bank account (the “Float”). The Owners agree that on termination of this Agreement, the Managers shall be entitled
to retain all or part of the Float in payment of any sums then outstanding under the terms of this Agreement and, subject
thereto, the Managers shall reimburse the Float to the Owners by no later than 3 months after the termination of this Agreement.


 


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of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First
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PART II

SHIPMAN 98 STANDARD SHIP MANAGEMENT AGREEMENT


 


	30.	Crew



The Owners agree to implement
in full the terms and conditions of employment under which the Crew are engaged by the Managers as agent for the Owners.
If the Vessel is covered by an ITF approved agreement the Owners authorize the Managers to sign the ITF Special Agreement
on their behalf and agree to provide all information necessary for this purpose.


 


The
rate of wages, overtime, leave pay, allowances and any other moneys payable to a member of the Crew shall be as expressly
agreed by the Owners in writing. Any proposal for the increase of any such amounts shall be referred by the Managers to
the Owners for their consideration and approval.


 


The Managers undertake that they
shall, and shall procure that any manning agent appointed by the Managers shall:


 


(a) retain and refresh
a pool of qualified seafarers (hereinafter the “POOL”) who shall be exclusively assigned to the Costamare Shipping
Company S.A. with their full details and documentation being inputted by the Managers or, as the case may be the relevant manning
agent, in an information system designated by Costamare Shipping Company S.A. and being freely and fully accessible by / available
to Costamare Shipping Company S.A.;


 


(b) ensure
that no one from the POOL is to be utilized on vessels other than vessels under the (joint) management of the Managers and Costamare
Shipping Company S.A. without prior written consent of Costamare Shipping Company S.A.;


 


(c) maintain a systematic
personnel service record and prepare and provide to the Owners and Costamare Shipping Company S.A. on a monthly basis (starting
from the date of this Agreement):


(i)       a waiting list for all seafarers in the POOL. This list, among others, to include:


-    Monitoring of the
seafarers’ previous services on vessels currently or previously managed by the Managers


-    The date of readiness
of each seafarer


-    The contact phone
number of each seafarer


-    other details, such
as following next level license examinations, IMO courses etc.


(ii)       a report
of the rotation schedule for each vessel (jointly) managed by the Managers and Costamare Shipping Company S.A. at the time and
for all ranks of officers over the next 12 months period; and


(iii)      a list
of Deck and Engine cadets (for the new candidates or first time joiners at sea, information regarding their grades of the Nautical
Academy to be included);


 


(d) without prejudice
to Clause 14 or any other relevant term of this Agreement, at all times maintain and keep true and correct accounts in respect
of the Crew provided from time to time under this Agreement and make such accounts (both its own accounts and those of any relevant
manning agent) available for inspection and auditing by the Owners and/or their representatives in the Managers’ or manning
agent’s offices or by electronic means, provided reasonable notice (but if exceeding 72 hours, then it will always be deemed
to be reasonable) is given by the Owners. Without prejudice to the generality of the foregoing, on giving reasonable notice, the
Owners may request, and the Managers shall in a timely manner make available or, as the case may be, procure that the relevant
manning agent shall make available, all documentation, information and records relating to the Crew; and


 


(e) ensure that all data
protection obligations in relation to the seafarers’ personal data are complied with and that all necessary notifications
to each seafarer are duly made.


 


Where the Owners require that a member of
the Crew be a Filipino seafarer the Managers shall, in addition their obligations set out herein, appoint as its local manning
agent in The Philippines responsible for sourcing such Filipino members of the Crew, C-Man Maritime Inc. (C-MAN) or, to the extent
that C-MAN cannot source a Filipino seafarer satisfying the Owners’ requirements (including because it has been dissolved),
any other manning agent in The Philippines (i) which is in the same group of companies as the Managers, (ii) is fully licensed
by the Philippine Overseas Employment Administration (POEA) to provide manning services and (iii) to which the relevant/necessary
C-MAN contracts and C-MAN employees have been transferred in anticipation or as a result of C-MAN’s dissolution (such other
manning agent, hereinafter the “Other Manning Agent” and together with C-MAN, the “Manning Agent”). 


 


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Without prejudice to the other
terms of this Agreement, the Managers shall procure that, unless the Owners instruct otherwise in writing, the relevant
Manning Agent shall with respect to each Filipino member of the Crew sourced by it:


 


(i)       execute
the standard contract of employment prescribed by POEA under such terms and conditions as the Owners will authorize from time
to time;


 


(ii)      arrange
for all vaccination, inoculation, travel documents, Seaman’s Certificate or passport, flag administration endorsements,
visa and government clearance needed in respected of such member of the Crew before leaving The Philippines to join the Vessel;


 


(iii)      ensure
that all documents relating to the employment of such member of the Crew have an expiry date not earlier than one and half year
after the date of departure from The Philippines of such member; and


 


(iv) perform a pre-departure
briefing informing such member of the Crew of his/her responsibilities when onboard the Vessel.


 


As remuneration for the
Managers (either directly or through a Manning Agent) sourcing Filipino seafarers as members of the Crew in accordance with
the terms of this Agreement, the Owners shall pay to the Managers a fee of $70 per month (or pro rata)
for each such member of the Crew for the period he/she serves on board the Vessel. No other fees shall be payable by the
Owners to the Managers and all expenses incurred by the Managers, which are for the Owners’ account pursuant to the
terms hereof, shall be charged to the Owners at cost and without any mark-up whatsoever (and after taking into account any
rebates received in connection with such expense). In the event that the Managers re-charge to the Owners expenses they
have incurred vis a vis the relevant Manning Agent, the Managers shall procure that such Manning Agent shall charge to the
Managers all such expenses at cost and without any mark-up whatsoever (and after taking into account any rebates received
in connection with such expense).


 


	31.	Sanctions



All intended carriage, trade or voyages to
be performed by the Owners/Vessel, the Managers and the performance of any service by the Managers under this Agreement must be
fully compliant with the international sanctions and prohibitions applicable to either party. Managers and Owners accept such
requirement as a condition of this Agreement entitling either party to immediately terminate this Agreement should there be a
breach of the relevant international sanctions and prohibitions. 


 


32. MLC


For the
purposes of this Clause:


 


“MLC” means the International
Labour Organization (ILO) Maritime Labour Convention (MLC 2006) and any amendment thereto or substitution thereof.


 


“Shipowner” shall
mean the party named as “shipowner” on the Maritime Labour Certificate for the Vessel.


 


(a)      Subject to Clause 3 (Basis
of Agreement), the Managers shall, to the extent of their Management Services, assume the Shipowner’s duties and responsibilities
imposed by the MLC for the Vessel, on behalf of the Owners.


 


(b)      The Owners shall ensure
compliance with the MLC in respect of any crew members supplied by them or on their behalf.


 


The Owners shall procure, whether
by instructing the Managers under Clause 6 (Insurance Policies) or otherwise, insurance cover or financial security to satisfy
the Shipowner’s financial security obligations under the MLC.



    	 



    	



    

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


STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME:
SHIPMAN 98


 


 


Date of Agreement:


[ . ]


 


Name of Vessel(s):


[ . ]


 


Particulars of Vessel(s):


	Flag:	[ . ]
	IMO:	[ . ]
	GT:	[ . ]
	NT:	[ . ]



 


Copyright © 1998 BIMCO. All rights reserved.
Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement
of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First
published 1988. Revised 1998.



    	 



    	



    

ANNEX “B” (DETAILS OF CREW) TO


STANDARD SHIP MANAGEMENT AGREEMENT - CODE
NAME: SHIPMAN 98


 


 


Date of Agreement:


[ . ]


 


Details of Crew:


 


	Numbers	Rank	Nationality


 


Copyright © 1998 BIMCO. All rights reserved.
Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement
of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First
published 1988. Revised 1998.



    	 



    	



    

ANNEX “C” (BUDGET) TO


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:


 


Copyright © 1998 BIMCO. All rights reserved.
Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement
of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First
published 1988. Revised 1998.



    	 



    	



    

ANNEX “D” (ASSOCIATED VESSELS) TO


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:


N/A


 


Copyright © 1998 BIMCO. All rights reserved. Any unauthorised
copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s
copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published 1988