Exhibit 10.7


 


FORM OF TRADEMARK LICENSE AGREEMENT


          Trademark
License Agreement, dated as of [    ] [    ], 2010 (the “Effective Date”), by
and between COSTAMARE SHIPPING COMPANY S.A., a corporation incorporated under
the laws of the Republic of Panama, with an office at 60 Zephyrou Street &
Syngrou Avenue, 17564 Athens, Greece (the “Licensor”), and COSTAMARE
INC., a corporation incorporated under the laws of the Republic of the Marshall
Islands, with an office at 60 Zephyrou Street & Syngrou Avenue, 17564
Athens, Greece (the “Licensee”).


          WHEREAS
Licensor is the owner of the trademarks shown in Exhibit A hereto (the “Trademarks”);



          WHEREAS
Licensee is engaged in the business of owning ocean-going vessels (whether in
the construction phase or operational) that are intended to be used primarily
to transport containerized cargoes (the “Container Vessel Business”);


          WHEREAS
Licensee has been using the Trademarks in its business pursuant to an oral
agreement and the parties hereto wish to memorialize and formalize the terms of
such use in accordance with past practices;


          WHEREAS
Licensee desires to use the Trademarks in the Container Vessel Business
throughout the world;


          WHEREAS
Licensor and Licensee desire to set forth a written agreement concerning
Licensee’s right to use the Trademarks; and 


          WHEREAS
capitalized terms used but not defined herein shall have the respective
meanings assigned to them in the Management Agreement between COSTAMARE
SHIPPING COMPANY S.A. and COSTAMARE INC. dated [    ] [    ], 2010 and the
Restrictive Covenant Agreement between COSTAMARE INC. and KONSTANTINOS
KONSTANTAKOPOULOS dated [    ] [    ], 2010.


          NOW,
THEREFORE, in consideration of the above premises and of the mutual covenants
herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and intending to be legally
bound, the parties hereto agree as follows:


	
  

 	
  

 	
  

 
	
 1.

 	
 Grant

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Licensor
 hereby grants to Licensee and its Subsidiaries the non-transferable,
 royalty-free license and right, but not the obligation, to use the Trademarks
 in connection with its operation of the Container Vessel Business as
 currently, or as from time to time, conducted in the Territory (as hereinafter
 defined), including all rights to promote and exploit the Trademarks in
 connection with the Container Vessel Business.

 












	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 The rights
 granted in this Trademark License Agreement are personal to Licensee and its
 Subsidiaries.

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 The rights granted in this Trademark
License Agreement shall include the right to use the domain name
www.costamare.com and the right to incorporate the Trademarks into other
domain names used by Licensee in the Container Vessel Business on the
Internet; provided that (i) all such domain names are registered in
the name of Licensor and (ii) such domain names may only include the
Trademarks and descriptive words in the Container Vessel Business or words
denoting a type of business entity or corporate structure, including “Inc.”
and “INC.”; provided that such descriptive words and combinations are
approved in advance by Licensor in writing, in its reasonable discretion; provided
further that Licensee shall not combine the Trademarks with any other
words, trademark or name without Licensor’s prior written approval. 

 
	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Licensee
 shall have the right to include the Trademarks in its corporate name or trade
 names or those used by its Subsidiaries in the Container Vessel Business; provided
 that upon the termination of this Trademark License Agreement, Licensee shall
 change said names within ninety (90) days of such termination to a name which
 is not confusingly similar to any of the Trademarks.

 
	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 All uses of
 the Trademarks shall be in accordance with the terms of this Trademark
 License Agreement.

 
	
  

 	
  

 	
  

 
	
 2.

 	
 Territory

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The license
 granted herein shall be worldwide (the “Territory”).

 
	
  

 	
  

 	
  

 
	
 3.

 	
 Term

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 The term of
 this Trademark License Agreement (the “Term”) shall commence on the
 Effective Date and shall continue in effect until the expiration of the
 Management Agreement (the “Expiration Date”), unless sooner terminated
 pursuant to the terms hereof.

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 During the
 Term, Licensor shall maintain all registrations for the Trademarks to be used
 in connection with the Container Vessel Business; provided that the
 relevant mark is being used in commerce or otherwise as required by
 applicable law. Licensee may request Licensor to file and diligently
 prosecute applications for trademarks that are based upon, translated or
 derived from the Trademarks in any jurisdiction in the Territory and Licensor
 shall consider, but shall have no obligation to file, the requested
 applications; provided that Licensor shall not unreasonably withhold
 its consent to filing and diligently prosecuting such applications 

 


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 in any
 jurisdiction where Licensee demonstrates a legitimate business need for such
 registration unless it reasonably determines that such application could
 materially and adversely affect the Trademark in that jurisdiction. Any such
 applications shall be filed, prosecuted and the resulting registrations
 renewed and maintained at Licensee’s expense and any newly registered
 trademarks filed pursuant to this Section 3(B) shall be included in the
 definition of Trademarks for the purposes of this Trademark License
 Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Upon
 termination of this Trademark License Agreement pursuant to Section 7 hereof,
 Licensee and its Subsidiaries shall cease using the Trademarks in accordance
 with Section 8 hereof.

 
	
  

 	
  

 	
  

 
	
 4.

 	
 Quality
 Control

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Licensee
 shall, at all times, use the Trademarks in a manner consistent with the prior
 use of the Trademarks or in a manner specifically approved by Licensor. If
 Licensee contemplates using the Trademarks in a manner materially different
 from their prior use, Licensee must submit prototypes of the materially
 different use to Licensor for approval prior to any use. Said consent shall
 not be unreasonably withheld or delayed. Licensor shall notify Licensee of
 its consent to, or denial of, the proposed use within fifteen (15) business
 days of its receipt of the prototype. If Licensor does not disapprove the
 prototype within said fifteen (15) business day period, the prototype shall
 be deemed to be approved.

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Licensor acknowledges that Licensee may use COSTAMARE INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Licensee
 shall not use the Trademarks in any way which causes, or is foreseeably
 likely to cause, damage to the reputation, business or goodwill of Licensor
 or its Affiliates or the Trademarks.

 
	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Licensee
 shall not attack the title of Licensor in and to the Trademarks nor will it
 attack the validity of the license granted hereunder.

 
	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 Licensee
 shall not attack the validity of any oral or written agreement in effect as
 of the Effective Date granting an Affiliate of the Licensor the right to use
 the Trademarks in connection with its business.

 
	
  

 	
  

 	
  

 
	
  

 	
 F.

 	
 Licensee
 shall not do anything itself, or aid or assist any other person to do
 anything that would, or could reasonably be expected to infringe, violate,
 tarnish, dilute, cause a loss of distinctiveness, harm, misuse or bring into
 disrepute the trademarks, and/or do anything which would, or could reasonably
 be expected to damage the goodwill associated therewith.

 
	
  

 	
  

 	
  

 
	
  

 	
 G.

 	
 Licensee
 shall not create or incur any expenses chargeable to Licensor without the
 prior written approval of Licensor in each and every instance.

 


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 H.

 	
 Licensee
 shall not cause or allow any liens to be placed against the Trademarks.

 
	
  

 	
  

 	
  

 
	
  

 	
 I.

 	
 If it is
 determined by Licensor that any use of the Trademarks by Licensee to which
 the rights hereunder are sublicensed in accordance with Section 6 does not
 comply with the quality standards, Licensor shall so notify Licensee in
 writing. Upon receipt of such notice, Licensee shall investigate to determine
 all facts related to such deficiency and take prompt steps to correct such
 deficiency and to prevent the re-occurrence thereof. Licensee shall provide a
 written report thereon to Licensor as promptly as practicable.

 
	
  

 	
  

 	
  

 
	
  

 	
 J.

 	
 Compliance
 with these quality control provisions shall be deemed to be a material term
 of this Trademark License Agreement.

 
	
  

 	
  

 	
  

 
	
 5.

 	
 Trademark
 Rights

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Licensee
 hereby recognizes and acknowledges Licensor’s exclusive ownership of, and
 title to, the Trademarks, as well as the goodwill associated therewith and
 that the Trademarks are valuable assets belonging to Licensor. All rights in
 and to the Trademarks are, and shall remain, the property of Licensor.
 Nothing in this Trademark License Agreement shall confer or imply any right
 of ownership in the Trademarks in Licensee. Licensee acknowledges, and shall
 not at any time contest, the validity of the Trademarks or Licensor’s
 ownership of the Trademarks. Licensee acknowledges that all rights, including
 goodwill, accruing from its use of the Trademarks shall inure to the benefit
 of Licensor.

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Licensee
 hereby recognizes and acknowledges the prior use of the Trademarks by the
 Licensor and its Affiliates. Nothing in this Trademark License Agreement
 shall prevent or limit the ability of Licensor or its Affiliates to continue
 using the Trademarks or prevent or limit the ability of Licensor to maintain
 existing, or grant new, licenses or rights permitting any person to use the
 Trademarks; provided that in all such cases the use, maintenance or
 grant shall be consistent with Section 1(A).

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Licensee
 agrees that its use of the Trademarks pursuant to this Agreement shall not
 vest in Licensee any right or presumptive right to continue such use after
 termination of this Agreement. Nothing contained in this Agreement shall be
 construed as an assignment or grant to Licensee of any right, title or
 interest in or to the Trademarks, it being understood that all rights
 relating thereto are reserved by Licensor, except for the license hereunder
 to Licensee of the right to use the Trademarks specifically and expressly
 provided herein. To the extent any right in and to the Trademarks or in the
 goodwill associated therewith are deemed to accrue to Licensee, Licensee
 agrees to assign and hereby assigns any and all such 

 


4









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 rights and
 goodwill, at such time as they may be deemed to accrue, to Licensor.

 
	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Licensee
 shall promptly notify Licensor of any use of the Trademarks (or any
 confusingly similar trademark, and including domain names) by any third party
 of which Licensee becomes aware. Licensor shall have the right, in its
 reasonable discretion, through counsel of its own choice, to take such action
 as it deems appropriate to protect the Trademarks and to prevent the unauthorized
 use of the Trademarks, including commencement of a proceeding or any other
 form of action. Licensee shall provide reasonable assistance to prosecute
 such proceeding or action and shall, if requested by Licensor, join in the
 prosecution of such action or proceeding. Licensor shall not enter into any
 settlement with such third party involving a claim related to the Container
 Vessel Business without the prior written consent of Licensee, which shall
 not be unreasonably withheld or delayed. If Licensor elects not to take such
 action as Licensee deems necessary to protect or enforce the Trademarks,
 Licensee shall be entitled to commence such action or proceeding; provided
 that Licensee shall not commence any action or proceeding to protect or
 enforce the Trademarks without first obtaining the express written
 authorization of Licensor (which shall not be unreasonably withheld). In the
 event that Licensee commences a proceeding or other form of action against
 such third party, Licensor shall provide reasonable assistance to prosecute
 such proceeding or action and shall, if requested by Licensee and if
 necessary to such prosecution, join in the prosecution of such action or
 proceeding. The party commencing any proceeding or action shall be
 responsible for all expenses and costs thereof. Any recoveries (including
 settlements) resulting from any such action or proceeding brought against a
 third party involved in, or attempting to enter, the Container Vessel
 Business shall belong to Licensee; provided that Licensor is first
 reimbursed for all reasonable attorneys’ fees, costs and other expenses
 incurred by Licensor in connection with such action or proceeding. In any
 action or proceeding brought against a third party not involved in, or
 attempting to enter, the Container Vessel Business, any recoveries (including
 settlements) shall belong to the party which commenced such action.

 
	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 Licensee
 shall execute and deliver to Licensor in such form as Licensor may reasonably
 request, all instruments and documents necessary to effectuate trademark
 protection or registration of the Trademarks, including registered user
 recordals and cancellations.

 
	
  

 	
  

 	
  

 
	
  

 	
 F.

 	
 At no time
 shall Licensee use the Trademarks or authorize others to do so, except as may
 be authorized by this Trademark License Agreement or subsequently expressly
 approved in writing by Licensor.

 


5









	
  

 	
  

 	
  

 
	
  

 	
 G.

 	
 Licensee
 shall use its reasonable best efforts to ensure that the rights granted
 herein are exercised in such a manner as to avoid confusion with the activities
 of Licensor and its Affiliates.

 
	
  

 	
  

 	
  

 
	
 6.

 	
 Sub-Licenses

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Licensee and
 its Subsidiaries shall have the right to sub-license the non-exclusive use of
 the Trademarks to printers of promotional materials using the Trademarks in
 the Container Vessel Business to the extent necessary to permit a
 sub-licensee to provide goods and services exclusively to or for Licensee and
 its Subsidiaries and to the extent reasonably necessary to enable Licensee or
 its Subsidiaries to effectively conduct business in foreign countries or
 territories, in each case pursuant to this Trademark License Agreement; provided
 that each sub-license shall automatically terminate upon the termination of
 this Trademark License Agreement or upon the termination of the
 sub-licensee’s appointment by Licensee or its Subsidiaries or, in the event
 that Licensee’s subsidiary appoints a sub-licensee, upon such subsidiary
 ceasing to be a subsidiary of Licensee, whichever occurs first.

 
	
  

 	
  

 	
  

 
	
 7.

 	
 Termination

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 This
 Trademark License Agreement may be terminated at any time by mutual written
 agreement of the parties.

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 If Licensee
 defaults in the performance of any of its material obligations provided for
 in this Trademark License Agreement and any such default is not cured by
 Licensee within twenty (20) business days following receipt of notice from
 Licensor of such default (which notice shall set forth in detail the
 particulars thereof) or, if such default is incapable of being cured within
 such twenty (20) business day period and steps are not taken by Licensee to
 cure such default as soon as possible thereafter, then this Trademark License
 Agreement shall terminate upon ten (10) days’ written notice by Licensor to
 Licensee.

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 If Licensee
 commences any action or proceeding and challenges the validity or Licensor’s
 ownership of the Trademarks, which action or proceeding the Licensee should
 have reasonably expected to result in and does result in the loss or
 restriction of Licensor’s rights in or to the Trademarks, this Trademark License
 Agreement shall terminate upon written notice by Licensor to Licensee.

 
	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 If Licensee
 files applications to register the Trademarks in its own name and such
 challenge or application to register is not withdrawn by Licensee within
 twenty (20) business days following receipt of notice from Licensor that such
 challenge or application to register has been made, this 

 



6









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Trademark
 License Agreement shall terminate upon written notice by Licensor to
 Licensee.

 
	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 In the event
 of a Change in Control of the Parent (as defined in the Management
 Agreement), this Trademark License Agreement shall terminate upon written
 notice by Licensor to Licensee (or its assignees).

 
	
  

 	
  

 	
  

 
	
  

 	
 F.

 	
 Licensee
 may, in its sole discretion, terminate this Trademark License Agreement at
 any time upon ninety (90) days’ prior written notice to Licensor.

 



          In
the event of any material breach by a party, the other party shall have all
other rights available to it at law or in equity. Notwithstanding the
foregoing, the parties shall act reasonably to attempt to resolve any and all
disputes under this Trademark License Agreement through good faith
negotiations. The parties have no obligation to participate in any mediation
involving a third-party mediator.


	
  

 	
  

 	
  

 	
  

 
	
 8.

 	
 Effect of
 Termination

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Upon the
 termination of this Trademark License Agreement, and subject to Section 1(D),
 Licensee shall have a period of thirty (30) days to cease the use of the
 Trademarks, including the removal of any Trademarks from any Container Vessels
 (as defined in the Management Agreement) owned or leased by the Licensee,
 after which all rights granted to Licensee hereunder in the Trademarks shall
 revert to Licensor, and Licensee shall refrain from further use of the
 Trademarks or any further reference thereto, direct or indirect.

 
	
  

 	
  

 	
  

 	
  

 
	
 9.

 	
 Representations,
 Warranties and Covenants

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Licensor
 represents, warrants and covenants that:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 it owns the
 Trademarks;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 it is not
 aware of any asserted claim that is reasonably likely to be material to
 Licensor’s use of the Trademarks by any third party with respect to the use
 of the Trademarks in connection with the Container Vessel Business in the
 Territory; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 it has the
 right to enter into this Agreement, to grant the rights granted hereunder and
 to perform its obligations hereunder, and that to do so will not violate or
 conflict with any material term or provision of its articles or By-laws, or
 of any agreement, instrument, statute, rule, regulation, order or decree to
 which it is a party or by which it is bound.

 


7









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Licensee
 represents, warrants and covenants that:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 it will not
 use the Trademarks in any manner not authorized by this Trademark License
 Agreement; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 it will
 comply with all laws and regulations applicable to the operation of the
 business, including any effect on the validity of any Trademark or the
 business or reputation of Licensor, except to the extent any non-compliance
 would not materially affect Licensor; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 it has the
 right to enter into this Agreement and to consummate the transaction
 contemplated hereby, and that to do so will not violate or conflict with any
 material term or provision of its charter or By-laws, or of any agreement,
 instrument, statue, rule, regulation, order or decree to which it is a party,
 or by which it is bound.

 
	
  

 	
  

 	
  

 	
  

 
	
 10.

 	
 Indemnification

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Licensor and
 Licensee shall indemnify and hold each other harmless from any and all
 liability, loss, damage or injury, including reasonable attorney’s fees,
 arising out of a breach of any representation, warranty or covenant set forth
 herein; provided that the party seeking to enforce such indemnity shall
 provide to the indemnifying party prompt written notice of any claim giving
 rise to such indemnity and the opportunity to defend the same with counsel of
 its own choosing.

 
	
  

 	
  

 
	
  

 	
 Licensee
 shall further indemnify and hold harmless Licensor from and against any
 liability based upon claims by third parties arising out of the use of the
 Trademarks by Licensee (or sub-licensee permitted hereunder) pursuant to the
 license granted hereunder, but excluding liability based upon claims that the
 use of the Trademarks constitutes trademark infringement or unfair
 competition.

 
	
  

 	
  

 	
  

 	
  

 
	
 11.

 	
 Notices

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 All notices,
 requests and other communications to any party hereunder shall be in writing
 (including facsimile transmission) and shall be given,

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 if to
 Licensor, to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 COSTAMARE
 SHIPPING COMPANY S.A.

 
	
  

 	
  

 	
 60 Zephyrou
 Street & Syngrou Avenue

 
	
  

 	
  

 	
 17564

 
	
  

 	
  

 	
 Athens,
 Greece

 
	
  

 	
  

 	
 Telephone
 No.: +30 210-949-0000

 
	
  

 	
  

 	
 Fax No.: +30
 210-940-6454

 


8









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Attention:
 Chief Executive Officer

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 with copies
 to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Cravath,
 Swaine & Moore LLP 

 
	
  

 	
  

 	
 Worldwide
 Plaza

 
	
  

 	
  

 	
 825 Eighth
 Avenue

 
	
  

 	
  

 	
 New York,
 New York 10019

 
	
  

 	
  

 	
 Telephone
 No.: (212) 474-1270

 
	
  

 	
  

 	
 Fax No.:
 (212) 474-3700

 
	
  

 	
  

 	
 Attention:
 William P. Rogers, Jr.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 if to
 Licensee, to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 COSTAMARE
 INC.

 
	
  

 	
  

 	
 60 Zephyrou
 Street & Syngrou Avenue

 
	
  

 	
  

 	
 17564

 
	
  

 	
  

 	
 Athens,
 Greece

 
	
  

 	
  

 	
 Telephone
 No.: +30 210-949-000

 
	
  

 	
  

 	
 Fax No.: +30
 210-940-6454

 
	
  

 	
  

 	
 Attention:
 Chief Executive Officer

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 with copies
 to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Cravath,
 Swaine & Moore LLP 

 
	
  

 	
  

 	
 Worldwide
 Plaza

 
	
  

 	
  

 	
 825 Eighth
 Avenue

 
	
  

 	
  

 	
 New York,
 New York 10019

 
	
  

 	
  

 	
 Telephone
 No.: (212) 474-1270

 
	
  

 	
  

 	
 Fax No.:
 (212) 474-3700

 
	
  

 	
  

 	
 Attention:
 William P. Rogers, Jr.

 






	
  

 	
  

 	
  

 
	
  

 	
 or such
 other address or facsimile number as such party may hereafter specify for the
 purpose by notice to the other parties hereto. All such notices, requests and
 other communications shall be deemed received on the date of receipt by the
 recipient thereof if received prior to 17:00 in the place of receipt and such
 day is a business day, in the place of receipt. Otherwise, any such notice,
 request or communication shall be deemed not to have been received until the next
 succeeding business day in the place of receipt.

 
	
  

 	
  

 	
  

 
	
 12.

 	
 Miscellaneous

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Any
 provision of this Trademark License Agreement may be amended or waived if,
 but only if, such amendment or waiver is in writing and is signed, in the
 case of an amendment, by each party to this Trademark License Agreement or,
 in the case of a waiver, by each party against whom the waiver is to be
 effective and no failure or delay by any party in 

 


9









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 exercising
 any right, power or privilege hereunder shall operate as a waiver thereof nor
 shall any single or partial exercise thereof preclude any other or further
 exercise thereof or the exercise of any other right, power or privilege. The
 rights and remedies herein provided shall be cumulative and not exclusive of any
 rights or remedies provided by law.

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 This
 Trademark License Agreement shall be governed by, and construed in accordance
 with, the laws of the State of New York, regardless of the laws that might
 otherwise govern under applicable principles of conflicts of laws thereof; provided,
 however, that the laws of the respective jurisdictions of
 incorporation of each of the parties hereto shall govern the relative rights,
 obligations, powers, duties and other internal affairs of such party and its
 board of directors.

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Licensee and
 Licensor irrevocably submit to the exclusive jurisdiction of (i) the Supreme
 Court of the State of New York, New York County and (ii) the United States
 District Court for the Southern District of New York, for the purposes of any
 suit, action or other proceeding arising out of this Agreement. Licensee and
 Licensor agree to commence any such action, suit or proceeding either in the
 United States District Court for the Southern District of New York, or if
 such suit, action or other proceeding may not be brought in such court for
 jurisdictional reasons, in the Supreme Court of the State of New York, New
 York County. Licensee and Licensor further agree that service of any process,
 summons, notice or document by U.S. registered mail to such party’s
 respective address set forth above shall be effective service of process for
 any action, suit or proceeding in New York with respect to any matters to
 which they have submitted to jurisdiction in this Section 14(C). Licensee and
 Licensor irrevocably and unconditionally waive any objection to the laying of
 venue of any action, suit or proceeding arising out of this Agreement in (A)
 the Supreme Court of the State of New York, New York County or (B) the United
 States District Court for the Southern District of New York, and hereby and
 thereby further irrevocably and unconditionally waive and agree not to plead
 or claim in any such court that any such action, suit or proceeding brought
 in any such court has been brought in an inconvenient forum.

 
	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 If any term,
 provision, covenant, restriction or other condition of this Trademark License
 Agreement is held by a court of competent jurisdiction or other authority to
 be invalid, illegal or incapable of being enforced by any rule or law, or public
 policy, all other terms, provisions, covenants, restrictions and conditions
 of this Trademark License Agreement shall nevertheless remain in full force
 and effect so long as the economic or legal substance of the transactions
 contemplated hereby is not affected in any manner materially adverse to
 either party. Upon such a determination, the parties shall negotiate in good
 faith to modify this Trademark License Agreement so as to effect the original
 intent of the parties as closely as 

 


10









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 possible in
 an acceptable manner to the end that transactions contemplated hereby are
 consummated to the extent possible.

 
	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 This
 Trademark License Agreement may be executed in one or more counterparts, all
 of which shall be considered one and the same agreement and shall become
 effective when one or more counterparts have been signed by each of the
 parties and delivered to the other parties.

 
	
  

 	
  

 	
  

 
	
  

 	
 F.

 	
 Neither this
 Trademark License Agreement nor any of the rights, interests or obligations
 hereunder shall be assigned, in whole or in part, by operation of law or
 otherwise by either party without the prior written consent of the other
 party. Any purported assignment without such consent shall be void. Subject
 to the preceding sentences, this Trademark License Agreement shall inure to
 the benefit of and be binding upon each of the parties hereto and upon their
 respective successors and assigns.

 
	
  

 	
  

 	
  

 
	
  

 	
 G.

 	
 EACH OF THE
 PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY
 IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
 TRANSACTIONS CONTEMPLATED HEREBY.

 
	
  

 	
  

 	
  

 
	
  

 	
 H.

 	
 This
 Trademark License Agreement constitutes the entire agreement between the
 parties with respect to the subject matter of this Trademark License
 Agreement and supersedes all prior agreements and understandings, both oral
 and written, between the parties with respect to the subject matter of this
 Trademark License Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 I.

 	
 The captions
 herein are included for convenience of reference only and shall be ignored as
 in the construction or interpretation hereof. The parties hereto agree that
 irreparable damage would occur if any provision of this Trademark License
 Agreement were not performed in accordance with the terms hereof and that the
 parties shall be entitled to an injunction or injunctions to prevent breaches
 of this Trademark License Agreement or to enforce specifically the
 performance of the terms and provisions hereof.

 


[Remainder of page intentionally left blank]


11





          IN
WITNESS WHEREOF, the parties hereto have executed this Trademark License
Agreement as of the date first above written.


	
  

 	
  

 	
  

 
	
  

 	
 COSTAMARE
 INC.,

 
	
  

 	
  

 	
  

 
	
  

 	
 by:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 
	
  

 	
 COSTAMARE
 SHIPPING COMPANY S.A.,

 
	
  

 	
  

 	
  

 
	
  

 	
 by:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 


12






EXHIBIT A


Trademarks 


COSTAMARE


 


Trademark
Registration Information


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Country

 	
  

 	
 Title

 	
  

 	
 Application
 Number

 	
  

 	
 Registration
 Number

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 European Union

 	
  

 	
 Community

 Trademark 

 (wordmark)

 	
  

 	
 002583110

 	
  

 	
 002583110

 
	
 European Union

 	
  

 	
 Community 

 Trademark 

 (figurative mark)

 	
  

 	
 002583144

 	
  

 	
 002583144

 
	
 Hong Kong

 	
  

 	
 Wordmark

 	
  

 	
  

 	
  

 	
 300245989

 
	
 Hong Kong

 	
  

 	
 Logo

 	
  

 	
  

 	
  

 	
 300245970

 
	
 China

 	
  

 	
 Wordmark

 	
  

 	
 4142587

 	
  

 	
 4142587

 
	
 China

 	
  

 	
 Wordmark

 	
  

 	
 4142586

 	
  

 	
 4142586

 
	
 China

 	
  

 	
 Wordmark

 	
  

 	
 4142585

 	
  

 	
 4142585

 
	
 China

 	
  

 	
 Device

 	
  

 	
 4142590

 	
  

 	
 4142590

 
	
 China

 	
  

 	
 Device

 	
  

 	
 4142589

 	
  

 	
 4142589

 
	
 China

 	
  

 	
 Device

 	
  

 	
 4142588

 	
  

 	
 4142588

 


13