Exhibit 4.18


 


EXECUTION VERSION


 









 



 


COSTAMARE INC.


 


- and –


 


COSTAMARE SHIPPING COMPANY S.A.


 


AMENDED and RESTATED


 


MANAGEMENT AGREEMENT


 


 




    	 



    	



    

TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	ARTICLE I	INTERPRETATION	 	1
	ARTICLE II	APPOINTMENT	 	6
	ARTICLE III	THE PARENT’S GENERAL OBLIGATIONS	 	8
	ARTICLE IV	THE MANAGER’S GENERAL OBLIGATIONS	 	9
	ARTICLE V	ADMINISTRATIVE SERVICES	 	11
	ARTICLE VI	COMMERCIAL SERVICES	 	14
	ARTICLE VII	INSURANCE	 	14
	ARTICLE VIII	OFFICERS AND EMPLOYEES	 	15
	ARTICLE IX	MANAGEMENT FEES AND EXPENSES	 	15
	ARTICLE X	BUDGETS, CORPORATE PLANNING AND EXPENSES	 	19
	ARTICLE XI	LIABILITY AND INDEMNITY	 	21
	ARTICLE XII	RIGHTS OF THE MANAGER AND RESTRICTIONS ON THE MANAGER’S AUTHORITY	 	23
	ARTICLE XIII	TERMINATION OF THIS AGREEMENT	 	24
	ARTICLE XIV	NOTICES	 	27
	ARTICLE XV	APPLICABLE LAW	 	27
	ARTICLE XVI	ARBITRATION	 	27
	ARTICLE XVII	MISCELLANEOUS	 	28
	 	 	 	 
	 	 	 	 
	APPENDIX I	Form of Shipmanagement Agreement	 	 
	 	 	 	 
	APPENDIX II	Form of Supervision Agreement	 	 




    	 



    	



    

THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this
“Agreement”) is made on the 3rd day of March, 2015, BY AND BETWEEN:


 


(1)COSTAMARE INC., a company organized
and existing under the laws of the Republic of the Marshall Islands (the “Parent”); and


 


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


 


WHEREAS:


 


(A)The Parent and the Manager desire
to amend and restate the original management agreement made on the 3rd day of November, 2010 as amended and/or supplemented from
time to time until the date of this Agreement (the “Original Agreement”).


 


(B) The Parent wholly owns (i) the corporations
set out in Schedule A, as such Schedule A may be amended from time to time (the “Shipowning Subsidiaries”),
each of which owns one or more Container Vessels (as defined below) (the “Vessels”) and (ii) the corporations
set out in Schedule B, as such Schedule B may be amended from time to time (together with the Shipowning Subsidiaries, the “Subsidiaries”).


 


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


 


(D)The Parent and the Manager desire
to adopt this Agreement, which will amend and restate in full the Original Agreement, pursuant to which the Manager shall represent
the Group (as defined below) in its dealings with third parties and either directly or through a Submanager (as defined below)
provide technical, commercial, administrative and certain other services to the members of the Group as specified herein in connection
with the management and administration of the business of the members of the Group.


 


NOW, THEREFORE, THE PARTIES HEREBY AGREE:


 


ARTICLE
I



INTERPRETATION


 


SECTION 1.1. This Agreement amends and restates
in its entirety the Original Agreement between the Parent and the Manager. This Agreement shall become effective as of the date
hereof.


 


SECTION 1.2. In this Agreement, unless the
context otherwise requires:


 


“Affiliates” means, with
respect to any person as to any particular date, any other persons that directly or indirectly, through one or more intermediaries,
are



    	 



    		2



    

Controlled by, Control or are under common
Control with the person in question, and Affiliates means any of them.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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



    	 



    		3



    

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


 


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


 


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


 


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


 


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


 


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


 


“Effective Date” means
the date upon which the initial public offering of the Parent is consummated.


 


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


 


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


 


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


 


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


 


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


 


“Group” means, at any
time, the Parent and the Subsidiaries at such time taking into account the Schedule A and Schedule B in effect at such time and
“member of the Group” shall be construed accordingly.



    	 



    		4



    

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


 


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


 


“Konstantakopoulos Entities”
means:


 


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



 


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



 


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



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Partnership Group” means,
at any time, the Partnership, the General Partner and the direct or indirect subsidiaries of the Partnership at that time listed
in



    	 



    		5



    

Schedule A and Schedule B of the Partnership
Management Agreement in effect at such time and “member of the Partnership Group” shall be construed accordingly.


 


“Partnership Management Agreement”
means the management agreement made or (as the case may be) to be made, between the Partnership, the General Partner and the Manager.


 


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


 


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


 


“Rena Shipmanagement Agreement”
means the shipmanagement agreement between the Manager and Daina Shipping Co. dated November 22, 2010 as amended and/or supplemented
from time to time.


 


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


 


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


 


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


 


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


 


“Submanager” shall have
the meaning set forth in Section 2.4.


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 1.3. The headings of this Agreement
are for ease of reference and do not limit or otherwise affect the meaning hereof.


 


SECTION 1.4. All the terms of this Agreement,
whether so expressed or not, shall be binding upon the parties hereto and their respective successors and assigns.



    	 



    		6



    

SECTION 1.5. In the event of any conflict
between this Agreement, any Shipmanagement Agreement or any Supervision Agreement, the provisions of this Agreement shall prevail.


 


SECTION 1.6. Unless otherwise specified,
all references to money refer to the legal currency of the United States of America.


 


SECTION 1.7. Unless the context otherwise
requires, words in the singular include the plural and vice versa.


 


SECTION 1.8. The words “include”,
“includes” and “including” when used herein shall be deemed in each case to be followed by the words “without
limitation” and shall not be construed to limit any general statement which it follows to the specific or similar items or
matters immediately following it.


 


SECTION 1.9. Any reference to “person”
includes an individual, body corporate, limited liability company, partnership, joint venture, cooperative, trust or unincorporated
organization, association, trustee, domestic or foreign government or any agency or instrumentality thereof, or any other entity
recognized by law.


 


SECTION 1.10. Any reference to an enactment
shall be deemed to include reference to such enactment as re-enacted, amended or extended.


 


SECTION 1.11. Any reference to (or to any
specified provision of) this Agreement or any other document shall be construed as reference to this Agreement, that provision
or that document as in force for the time being and as amended in accordance with the terms thereof, or, as the case may be, with
the agreement of the relevant parties.


 


SECTION 1.12. Any reference to clauses, appendices
and schedules shall be construed as reference to clauses of, appendices to and schedules to this Agreement and references to this
Agreement includes its appendices and schedules.


 


ARTICLE
II


 


APPOINTMENT


 


SECTION 2.1. The Manager is hereby appointed
by the Parent as the administrative manager of the Group and hereby accepts such appointment on the terms and conditions of this
Agreement.


 


SECTION 2.2. The Manager shall be appointed
by (a) each Shipowning Subsidiary pursuant to the provisions of Section 3.3 as the technical and/or commercial manager of each
such Shipowning Subsidiary’s Vessel on the terms and conditions of the relevant Shipmanagement Agreement and this Agreement
and (b) each member of the Group to be acquiring a Newbuild, as the supervisor of the construction thereof on the terms and conditions
of the relevant Supervision Agreement and this Agreement.


 


SECTION 2.3. The Manager agrees to provide:



    	 



    		7



    

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


 


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


 


(c) the Management Services (as
such term is defined in clause 1 of each Shipmanagement Agreement) in respect of each Vessel specified in each Shipmanagement Agreement
(the services to be provided under Sections 2.3(a), 2.3(b) and 2.3(c) collectively the “Services”).


 


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


 


SECTION 2.4. The Manager may upon notice
to the Parent appoint any person (a “Submanager”) at any time throughout the duration of this Agreement to discharge
any of the Manager’s duties under this Agreement or a Shipmanagement Agreement or a Supervision Agreement, provided that
if such person is not a Related Manager or V.Ships, the Manager shall obtain the written Consent of the Parent prior to such appointment
(such Consent of the Parent shall not be unreasonably withheld or delayed). The Manager shall appoint a Submanager either by entering
into a management agreement or supervision agreement (such management agreement or supervision agreement to be on terms to be agreed
between the parties thereto and only in respect of the services that the Manager wishes such Submanager to discharge) directly
with such Submanager (for the avoidance of doubt, unless otherwise agreed in writing, no member of the Group shall have any responsibility
for any fees or costs incurred under any such management agreement or supervision agreement) or by directing such Submanager to
enter into a management agreement or supervision agreement directly with the relevant member of the Group (such management agreement
or supervision agreement to be on terms to be agreed between the parties thereto and only in respect of the services that the Manager
wishes such Submanager to discharge). Any Submanager (other than V.Ships) shall agree to the terms and conditions of this Agreement
to the extent applicable to it, prior to performing any services for any member of the Group. The Parent shall procure that each
member of the Group shall provide written confirmation to the Manager or, as the case may be, a Submanager, that such member’s
Vessel is commercially and/or technically managed by the Manager or, as the case may be, the relevant Submanager.


 


SECTION 2.5. The Manager’s power to
delegate performance of any provision of this Agreement, including delegation by directing a Submanager to enter into a management
agreement or supervision agreement directly with a member of the Group in accordance with Section 2.4, shall not limit the Manager’s
liability to the Parent



    	 



    		8



    

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


 


ARTICLE
III


 


THE
PARENT’S GENERAL OBLIGATIONS


 


SECTION 3.1. The Parent shall notify the
Manager as soon as possible of any purchase of any vessel (whether the same is a second-hand vessel or a Newbuild), the delivery
of any Newbuild from the relevant builder or intermediate seller to the relevant member of the Group to take ownership of such
Newbuild, the sale of any Vessel, the purchase or creation of any direct or indirect subsidiary of the Parent or the sale or divestiture
of any Subsidiary and shall promptly amend Schedule A and Schedule B, as applicable, to be reflective of any such development.
Such amended Schedule A or Schedule B shall be effective on any such day as mutually agreed by the Parent and the Manager, which
date shall be no later than five Business Days after delivery of such amended Schedule A and/or Schedule B to the Manager by the
Parent.


 


SECTION 3.2. For each Vessel the Parent shall
cause the relevant Shipowning Subsidiary to enter into with the Manager, and the Manager shall enter into with such Shipowning
Subsidiary, a contract substantially in the form attached as Appendix I (each a “Shipmanagement Agreement” and,
collectively, the “Shipmanagement Agreements”), with such alterations and additions as are appropriate; PROVIDED
HOWEVER, that any alterations or additions which materially vary from such form shall require the approval of the Board of
Directors.


 


SECTION 3.3. For each Newbuild the Parent
shall cause the relevant Shipowning Subsidiary to enter into with the Manager, and the Manager shall enter into with such Shipowning
Subsidiary, a contract substantially in the form attached as Appendix II (each a “Supervision Agreement” and,
collectively, the “Supervision Agreements”) with such alterations and additions as are appropriate; PROVIDED
HOWEVER, that any alterations or additions which materially vary from such form shall require the approval of the Board of
Directors.


 


SECTION 3.4. The Parent shall pay punctually
all sums due to the Manager under this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement to which the Manager
is a party in accordance with the respective terms thereof.


 


SECTION 3.5. The Parent shall procure that
each other member of the Group (a) performs its obligations under any Shipmanagement Agreement or any Supervision Agreement to
which it is a party and (b) does not take any action or omit to take any action the effect of which is to cause the Parent or the
Manager or a Submanager



    	 



    		9



    

to be in breach of this Agreement, any Shipmanagement
Agreement and/or any Supervision Agreement.


 


SECTION 3.6. The Parent agrees that it has
engaged the Manager to provide the Services on an exclusive basis and, without receiving the prior written approval of the Manager
or before it has lawfully terminated this Agreement in accordance with its terms, it will not engage any other entity to provide
any of the Services.


 


ARTICLE
IV


 


THE
MANAGER’S GENERAL OBLIGATIONS


 


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


 


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


 


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


 


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


 


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


 


SECTION 4.6. Notwithstanding anything to
the contrary contained in this Agreement or any Shipmanagement Agreement or any Supervision Agreement, the Manager agrees that
any and all decisions of a material nature relating to the Parent, any Subsidiary, any Vessel or any Newbuild under construction
shall be reserved to the Parent, such decisions including, but not being limited to:



    	 



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(a) the purchase and/or sale of
shares in any entity or other assets of a material nature;


 


(b) the purchase, formation or dissolution
of subsidiaries;


 


(c) the entry into guarantees or
loans or other forms of financing and any and all financial undertakings and commitments connected therewith; and


 


(d) the presentation, negotiation,
settlement, prosecution or defense of any claim, demand or petition for an amount exceeding US$1,000,000 or its equivalent.


 


SECTION 4.7. During the Term, the Manager
shall promote the business of the Group in accordance with the directions of the authorized representative or, as the case
may be, representatives of the respective member of the Group and shall at all times use commercially reasonable efforts to conform
to and comply with the lawful and reasonable directions, regulations or recommendations made by such authorized representative
or, as the case may be, representatives, and in the absence of any specific directions or recommendations as aforesaid and, subject
to the terms and conditions of this Agreement, shall provide general administrative and advisory services in connection with the
management of the business of the Group.


 


SECTION 4.8. The Manager, in the performance
of its responsibilities under this Agreement, any Supervision Agreement or any Shipmanagement Agreement, shall exercise commercially
reasonable care to cause any purchases of products or services from any of its Affiliates to be on terms no less favorable to the
Manager than the market prices for products or services that the Manager could obtain on an arm’s length basis from unrelated
parties.


 


SECTION 4.9. During the term hereof, the
Manager agrees that it will provide the Services to the Partnership Group and Parent and their respective subsidiaries on an exclusive
basis and, without receiving the prior Consent of the Parent, it will not provide any Services or other services contemplated herein
to any entity other than the Partnership Group, the Parent and the Subsidiaries.


 


SECTION 4.10. If a Vessel (which expression
for the purposes of this Section shall include any Newbuild to be acquired by a member of the Group) and a Container Vessel directly
or indirectly owned or operated by a third party are both available and meet the criteria for a charter being fixed by the Manager,
the Vessel shall be offered such charter first and the Parent shall have 48 hours from such offer being received to accept such
offer, failing which such charter shall be then offered to the relevant third party. If a Vessel and a Container Vessel directly
or indirectly owned or operated by the Partnership are both available and meet the criteria for a charter being fixed by the Manager,
the Vessel shall be offered such charter first, provided that such Vessel shall be subject to the terms of the Omnibus Agreement,
as applicable.



    	 



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SECTION 4.11. The Manager shall at all times
maintain appropriate and necessary accounts and records as regards the Services and shall make the same available for inspection
and auditing by the Parent at such times as may be mutually agreed by the Manager, on the one hand, and the Parent, on the other
hand.


 


ARTICLE
V


 


ADMINISTRATIVE
SERVICES


 


SECTION 5.1. The Manager shall provide certain
general administrative services to the Group, including, but not limited to, the following:


 


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


 


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


 


(c) maintaining the general ledgers
of the Group, establishing bank accounts with such financial institutions as the Parent may request, managing, administering and
reconciling of the Group’s bank accounts, preparation of periodic consolidated financial statements of the Group, including,
but not limited to, those required for governmental and regulatory or self-regulatory agency filings and reports to shareholders,
arranging of the auditing and/or review of any such financial statements and the provision of related data processing services;


 


(d) providing assistance in the
preparation of periodic and other reports, proxy statements, registration statements and other documents and reports required by
applicable law (including rules and regulations promulgated by the U.S. Securities and Exchange Commission) or the rules of any
securities exchange or inter-dealer quotation system on which the securities of the Parent or any member of the Group may be listed
or quoted;


 


(e) preparing and providing (or
procuring, at the Parent’s cost, a third party service provider to prepare and provide) tax returns required by any law or
regulatory authority and developing, maintaining and monitoring internal audit controls, disclosure controls and information technology
for the Group;


 


(f) arranging for the provision
of advisory services (either directly or, at the Parent’s cost, through a third party service provider) to ensure the Group
is in compliance with all applicable laws, including all relevant securities laws, including the preparation for review, approval



    	 



    		12



    

and filing by the Parent of reports
and other documents with the U.S. Securities and Exchange Commission, any securities exchange on which its shares are listed and
all other regulatory authorities having jurisdiction over the Parent or with other securities exchanges on which the Parent’s
securities are listed;


 


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


 


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


 


(i) assisting with arranging board
meetings, director accommodation and travel for board meetings and preparing meeting materials and detailed papers and agendas
for scheduled meetings of the Board of Directors or the board of directors of any other member of the Group (and any and all committees
thereof) that, where applicable, contain such information as is reasonably available to the Manager to enable the Board of Directors
or such other board of directors (and any such committees) to base their opinion;


 


(j) preparing or causing to be prepared
reports to be considered by the Board of Directors (or any applicable committee thereof) in accordance with the Parent’s
internal policies and procedures on any acquisition, investment or sale of any part of the business;


 


(k) administering payroll services,
benefits and director’s or consultant’s fees, as applicable, for any employee, officer, consultant or director of the
Group;


 


(l) handling general and administrative
expenses of the Parent, which are related to its operation as public company and, upon being placed by the Parent in funds in accordance
with the terms of this Agreement, arranging for the payment of the same;


 


(m) either directly or, at the Parent’s
cost, through a third party service provider (such as by appointing lawyers), handling all administrative and clerical matters
in respect of (i) the calling and arrangement of all annual and/or special meetings of shareholders of the



    	 



    		13



    

Parent, (ii) the preparation of all
materials (including notices of meetings and information circulars) in respect thereof and (iii) the submission of all such materials
to the Parent in sufficient time prior to the dates upon which they must be mailed, filed or otherwise relied upon so that the
Parent has full opportunity to review, approve, execute and return them to the Manager for filing or mailing or other disposition
as the Parent may require or direct;


 


(n) providing, at the request and
under the direction of the Parent, such communications to the transfer agent for the Parent as may be necessary or desirable;


 


(o) assisting the Parent in establishing
and maintaining a system of internal controls sufficient to satisfy applicable regulatory requirements;


 


(p) providing the Group with office
accommodation, office staff (including secretarial and administrative assistance), facilities and stationery;


 


(q) maintaining, at the Parent’s
cost, the Parent’s and each other member’s of the Group corporate existence, qualification and good standing in all
necessary jurisdictions and assisting in all other corporate and regulatory compliance requirements;


 


(r) at the Parent’s cost,
assisting in all corporate and regulatory compliance requirements for incorporating a new entity that will be owned (inter alios)
by a member of the Group and/or for dissolving any member of the Group, in all necessary jurisdictions;


 


(s) at the request of the Parent,
negotiating the terms and thereafter arranging for cash management services and/or hedging arrangements, in each case with a third
party provider at the cost of the Parent;


 


(t) at the request of the Parent,
monitoring the performance of investment managers; and


 


(u) providing any such other administrative
services as the Parent, the Executive Officers or any other representative of the Parent may request and the Manager may agree
to provide from time to time.



    	 



    		14



    

ARTICLE
VI


 


COMMERCIAL
SERVICES


 


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


 


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


 


(b) at the request and under the
direction of the Parent, providing administrative services in connection with the purchase of a second-hand vessel or the acquisition
and sale of a Newbuild, in either case by any member of the Group, including, if specifically instructed by the Parent in writing,
signing any agreed form of memorandum of agreement, shipbuilding contract or other similar contract for and on behalf of the relevant
member of the Group;


 


(c) managing relationships between
the Parent and any existing or potential charterers, shipbuilders, insurers, lenders, investors, fund managers, shareholders and
other shipping industry service providers/participants; and


 


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


 


ARTICLE
VII


 


INSURANCE


 


SECTION 7.1. In addition to any insurance
requirements provided in clause 3.4 of each Shipmanagement Agreement, the Manager shall:


 


(a) arrange either directly or,
through insurance brokers appointed by the Manager, Directors & Officers’ liability insurance for the Board of Directors
with such insurance companies, at such rates and otherwise on such other terms as the Parent shall have instructed and/or agreed
upon;


 


(b) on request, provide the Parent
with a copy of any insurance claims and any reports prepared by the relevant insurers; and



    	 



    		15



    

(c) subject to having been placed
in funds on time by the Parent, take commercially reasonable care to cause all premiums on the Parent’s Directors & Officers’
liability insurance are paid in a timely fashion.


 


ARTICLE
VIII


 


OFFICERS
AND EMPLOYEES


 


SECTION 8.1. The Manager shall make available
to the Parent all such officers, managers and employees, including any of the Executive Officers, that the Parent and the Manager
agree shall be made available.


 


SECTION 8.2. The Executive Officers are entitled
to direct the Manager to remove and replace any individual serving as an officer or any senior manager serving as head of a business
unit, in either case, of any member of the Group, other than an Executive Officer, from such position. The Board of Directors,
in its sole discretion, shall be entitled to direct the Manager to remove any individual made available to the Parent by the Manager
serving as an Executive Officer from such position and to appoint such other individual to serve as successor as the Board of Directors
shall approve. Furthermore, the Manager agrees that it will not remove any individuals serving as officers or senior managers of
any member of the Group from their respective positions without the prior written consent of the Executive Officers (such consent
not to be unreasonably withheld or unduly delayed) and, in the case of any Executive Officer, the Board of Directors. If any officer
or senior manager who is made available to the Parent by the Manager resigns, is terminated or otherwise vacates his or her office,
the Manager shall, as soon as practicable after acceptance of any resignation or after termination, use reasonable best efforts
to identify suitable candidates for replacement of such officer.


 


SECTION 8.3. The Parent may employ directly
any other officers, senior managers or employees as it may deem necessary that will not be subject to this Agreement.


 


SECTION 8.4. The Manager will report to the
Parent and the Board of Directors through any one of the Executive Officers.


 


ARTICLE
IX


 


MANAGEMENT
FEES AND EXPENSES


 


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


 


(a) subject to Sections 9.2 and
9.3, a fee of US$956 per day per Vessel, payable monthly in arrears (pro rated to reflect the actual number of days that the Parent
(or any Subsidiary) owns or charters-in each Vessel during the applicable month), unless a Vessel is chartered-out to a third party
on a bareboat charter basis, in which case the fee



    	 



    		16



    

payable to the Manager for such Vessel
shall be, subject to Sections 9.2 and 9.3, US$478 per day, PROVIDED HOWEVER, that when in respect of certain services to
a Vessel the Manager appoints a Submanager in accordance with Section 2.4 and such Submanager enters into a management agreement
directly with the relevant member of the Group (the “direct agreement”), the fees payable by the Parent and/or
such member of the Group under this Agreement and/or any relevant Shipmanagement Agreement in respect of such Vessel pursuant to
Section 9.1(a) shall be US$956 per day, or as the case may be, US$478 per day minus, in each case, the fees per day payable by
such member of the Group to such Submanager under the relevant direct agreement in respect of such Vessel;


 


(b) a fee equal to 0.75% calculated
on the aggregate of the gross freight, demurrage, charter hire, ballast bonus or other income obtained for the employment of each
Vessel during the term of this Agreement, payable to the Manager monthly in arrears, only to the extent such freight, demurrage,
charter hire, ballast bonus or other income, as the case may be, is received as revenue;


 


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


 


(d) an annual fee payable to the
Manager (or its designee) quarterly in arrears of (i) US$2,500,000 payable in cash and (ii) 598,400 validly issued, fully paid
and nonassessable shares of the common stock of Parent par value $0.0001 per share (the “Shares”) payable in
kind, PROVIDED HOWEVER, that Manager is aware and acknowledges that there are limitations and restrictions on the circumstances
under which it may offer to sell, transfer or otherwise dispose of the Shares to be acquired by it including certain restrictions
on transfer under the applicable securities laws.


 


The fee payable to the Manager pursuant
to clause (d) above will be effective as of January 1, 2015.


 


SECTION 9.2. The Management Fees will be
fixed for the period commencing on the date of this Agreement and ending on December 31, 2015 (the “Fixed Period”)
and shall not be subject to adjustment for Euro/U.S. Dollar exchange rate fluctuations or inflation. For the 12-month period starting
on January 1, 2016 and for each subsequent 12-month period falling thereafter (each such 12-month period referred to hereinafter
as an “Annual Period”), the Management Fee for each Vessel payable pursuant to Section 9.1(a) or Section 9.1(c)
will be adjusted pursuant to Section 9.3.



    	 



    		17



    

SECTION 9.3. The Management
Fees for each Vessel payable pursuant to Section 9.1(a) or Section 9.1(c), for the Annual Period commencing on the day falling
immediately after the end of the Fixed Period and each subsequent Annual Period thereafter, will, in each case, be further adjusted
upwards with effect from the beginning of such Annual Period if:


 


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


 


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


 


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


 


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


 


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


 


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


 


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



    	 



    		18



    

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


 


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


 


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


 


(d) any commissions, fees, remuneration
or disbursements due to lawyers, brokers, agents, surveyors, consultants, financial advisors, investment bankers, insurance advisors
or any other third parties (other than, if applicable, a Related Manager) whatsoever sub-contracted to the Manager in the normal
and reasonable course of meeting the Manager’s duties and obligations under this Agreement or any Shipmanagement Agreement
or any Supervision Agreement including the duties provided in Articles V, VI and VII of this Agreement;


 


(e) applicable deductibles, insurance
premiums (including Directors & Officers’ liability insurance) and/or P&I calls;


 


(f) compensation expenses for employees
who are not provided by the Manager pursuant to Section 8.1;


 


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


 


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


 


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


 


SECTION 9.7. In the event that a Shipmanagement
Agreement is terminated, other than by reason of default by the Managers, the Management Fee



    	 



    		19



    

payable to the Manager under Section 9.1(a)
for the Vessel subject to such Shipmanagement Agreement shall be payable in respect of such Vessel for a further period of three
months from the termination date. The fees payable for the said three months shall be paid in one lump sum in advance on the termination
of the relevant Shipmanagement Agreement. In addition the relevant member of the Group shall pay any Severance Costs (as such term
is defined in the relevant Shipmanagement Agreement) for the relevant Vessel which may materialize.


 


SECTION 9.8. Notwithstanding (a) any contrary
provision of Section 9.1 of this Agreement and (b) the m.v. Rena becoming a constructive total loss, the fees set out in
Section 9.1 shall continue to be payable with respect to the m.v. Rena until the termination of the Rena Shipmanagement
Agreement.


 


ARTICLE
X


 


BUDGETS,
CORPORATE PLANNING AND EXPENSES


 


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


 


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


 


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



    	 



    		20



    

Budget for the 2015 calendar year shall be
the 2015 revised budget that has been previously approved by the Executive Officers pursuant to the Original Agreement.


 


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


 


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


 


At the end of each quarter or, if the Manager from time to time
so requires, month, the Manager shall preliminarily reconcile the amounts advanced to it by the Parent or, as the case may be,
the relevant member of the Group, with the amounts actually expended by it for the operation of each of the Vessels and/or the
Group, and (a) the Manager shall remit to the Parent, or credit to the Parent amounts to be advanced to it hereunder for future
months, any unused portion of the amounts previously advanced by the Parent or, as the case may be, the relevant member of the
Group, or (b) the Parent shall pay to the Manager any amounts properly expended by the Manager in excess of the amounts previously
advanced by the Parent or, as the case may be, the relevant member of the Group. The Parent and the Manager shall reconcile any
amounts due to the Parent by the Manager or due to the Manager by the Parent for each fiscal year of the Parent as promptly as
practicable following the close of each such fiscal year. Without prejudice to Section 10.8, any expenses incurred by the Manager
under the terms of this Agreement on behalf of any member of the Group may be debited against the account of the respective member
of the Group, but shall in any event remain payable by the Parent and the relevant member of the Group to the Manager on demand.


 


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



    	 



    		21



    

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


 


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


 


SECTION 10.9. To the extent that a Related
Manager has been appointed in accordance with the terms of Section 2.4, it is agreed by the Parent and the Manager for the benefit
of such Related Manager that the provisions of Article X shall apply to such Related Manager as if such provisions were repeated
herein, but with references to:


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
XI


 


LIABILITY
AND INDEMNITY


 


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



    	 



    		22



    

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


 


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


 


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


 


SECTION 11.5. It is hereby expressly agreed
that no employee or agent of the Manager (including any sub-contractor from time to time employed by the Manager) shall in any
circumstances whatsoever be under any liability whatsoever to any member of the Group or any third party for any loss, damage or
delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting
in the course of or in connection with his employment or agency and, without prejudice to the generality of the foregoing provisions
in this Article XI, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability,
defense and immunity of whatsoever nature applicable to the Manager or to which the Manager is entitled hereunder shall also be
available and shall extend to protect every such employee or agent of the Manager acting as aforesaid, and for the purpose of all
the foregoing provisions of this Article XI, the Manager is or shall be deemed to be acting as agent or trustee on behalf of and
for the benefit of all persons who are or might be the Manager’s servants or agents from time to time (including sub-contractors
as aforesaid) and all such persons shall to this extent be or be deemed to be



    	 



    		23



    

parties to this Agreement. Nothing in this
Section 11.5 shall be construed so as to further limit any liability the Manager may have to the Group under Section 11.2.


 


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


 


ARTICLE
XII


 


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


 


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


 


SECTION 12.2. The Parent acknowledges that
the Manager or, as the case may be, any Submanager shall have no responsibility hereunder, direct or indirect, with regard to the
formulation of the business plans, policies, management or strategies (financial, tax, legal or otherwise) of any member of the
Group, which is solely the responsibility of each respective member of the Group. Each member of the Group shall set its corporate
policies independently through its respective board of directors and executive officers and nothing contained herein shall be construed
to relieve such directors or officers of each respective member of the Group from the performance of their duties or to limit the
exercise of their powers.


 


SECTION 12.3. Notwithstanding the other provisions
of this Agreement:


 


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



    	 



    		24



    

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


 


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


 


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


 


ARTICLE
XIII


 


TERMINATION
OF THIS AGREEMENT


 


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


 


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


 


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



    	 



    		25



    

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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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




    	 



    		26



    

property
or assets; or (vi) if an order is made or a resolution is passed for the other party’s winding up;


 


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


 


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


 


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


 


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


 


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


 


SECTION 13.8. Upon termination of this Agreement
either by the Manager for any reason (other than pursuant to Section 13.4(c)) or by the Parent pursuant to Section 13.1, the Parent
shall be liable to pay to the Manager as liquidated damages an amount in U.S. Dollars equal to the lesser of (a) ten times and
(b) the number of full years remaining prior to the date falling ten years after the last day of the Initial Term times, in each
case, the aggregate fees due and payable to the Manager under the terms of this Agreement during the 12-month period ending on
the date of termination of this Agreement (without taking into account any reduction to the fees payable to the Manager under Section
9.1(a) in the event that a Submanager has been appointed as provided therein), PROVIDED ALWAYS, that the amount of liquidated
damages payable thereunder shall never be less than two times the aggregate fees due and payable to the Manager under the terms
of this Agreement during the 12-month period ending on the date of termination of this Agreement.


 


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



    	 



    		27



    

ARTICLE
XIV


 


NOTICES


 


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


 


Costamare Inc.

60 Zephyrou Street & Syngrou Avenue

Palaio Faliro, Athens, Greece


 


Telefax: +30 210 9406454

Attention: CEO


 


Costamare Shipping Company S.A.

60 Zephyrou Street & Syngrou

Avenue, Palaio Faliro, Athens, Greece


 


Telefax: +30 210 9409081

Attention: General Manager


 


ARTICLE
XV


 


APPLICABLE
LAW


 


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


 


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


 


ARTICLE
XVI


 


ARBITRATION


 


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



    	 



    		28



    

commenced and in accordance with the Arbitration
Act 1996 or any statutory modification or re-enactment thereof.


 


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


 


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


 


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


 


ARTICLE
XVII



MISCELLANEOUS


 


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


 


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


 


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


 


    	 



    		29



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


 


	 	COSTAMARE INC.
	 	 	 
	 	by:	 
	 	 	 /s/ Konstantinos Konstantakopoulos
	 	 	Name: Konstantinos Konstantakopoulos
	 	 	Title: CEO







	 	COSTAMARE SHIPPING COMPANY
	 	S.A.
	 	 	 
	 	by:	 
	 	 	 /s/ Diamantis Manos
	 	 	Name: Diamantis Manos
	 	 	Title: Director




    	 



    	



    

SCHEDULE A


 


SHIPOWNING SUBSIDIARIES


 


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



    	 



    		2



    

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



    	 



    		3



    

	49.	Terance Shipping Co.
	50.	Undine Shipping Co.
	51.	Uriza Shipping Co.
	52.	Valli Shipping Co.
	53.	Virna Shipping Co.
	54.	Waldo Shipping Co.
	55.	Spedding Shipping Co.




    	 



    		4



    

SCHEDULE B


 


NON-SHIPOWNING SUBSIDIARIES


 


	1.	Brookes Shipping Co.
	2.	Burton Shipping Co.
	3.	Convey Shipping Co.
	4.	Cornas Shipping Co.
	5.	Daina Shipping Co.
	6.	Davies Shipping Co.
	7.	Denor Shipping Co.
	8.	Dome Shipping Co.
	9.	Douro Shipping Co.
	10.	Erin Shipping Co.
	11.	Gavin Shipping Co.
	12.	Grappa Shipping Co.
	13.	Guildmore Navigation S.A.
	14.	Honaker Shipping Company
	15.	Idea Shipping Co.
	16.	Lege Shipping Co.
	17.	Lytton Shipping Co.
	18.	Mabel Shipping Co.
	19.	Marvista Shipping Co.
	20.	Mera Shipping Co.
	21.	Merin Shipping Co.
	22.	Nigel Shipping Co.
	23.	Ray Shipping Co.



    	 



    		5



    

	24.	Ronda Shipping Co.
	25.	Royce Shipping Co.
	26.	Sea Elf Maritime Inc
	27.	Sims Shipping Co.
	28.	Simone Shipping Co.
	29.	Venor Shipping Co.
	30.	Volk Shipping Co.
	31.	Warrick Shipping Co.
	32.	West End Shipping Co. Ltd.



    	 



    	



    

PART II

“SHIPMAN 98” Standard Ship Management Agreement


 


APPENDIX
I


 


FORM OF SHIP MANAGEMENT AGREEMENT


 


 


 








	1.	Date of Agreement

[to be dated the date of execution]	THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)   
	 	 	 
	 	 	STANDARD SHIP MANAGEMENT AGREEMENT
	 	 	 
	 	 	CODE NAME: “SHIPMAN 98”
	 	 	 
	 	 	 	Part I
	2.	Owners (name, place of registered office and law of registry) (Cl. 1)	3.	Managers (name, place of registered office and law of registry) (Cl. 1)
	 	 	 	 
	 	Name	 	Name
	 	[name of relevant member
    of the Group]	 	Costamare Shipping Company
    S.A.
	 	Place of registered office	 	Place of registered office
	 	[to be completed]	 	Panama City, Republic of Panama
	 	Law of registry	 	Law of registry
	 	[to be completed]	 	Republic of Panama
	4.	Day and year of commencement of Agreement (Cl. 2)	 	 
	 	[to be completed on execution]	 	 
	5.	Crew Management (state “yes” or “no” as agreed) (CI. 3.1)	6.	Technical Management (state “yes” or “no” as agreed) (Cl. 3.2)
	 	YES	 	YES
	7.	Commercial Management (state “yes” or “no” as agreed) (Cl. 3.3)	8. 	Insurance Arrangements (state “yes” or “no” as agreed) (Cl. 3.4)
	 	YES	 	YES
	9.	Accounting Services (state “yes” or “no” as agreed) (Cl. 3.5)	10. 	Sale or purchase of the Vessel (state “yes” or “no” as agreed) (Cl. 3.6)
	 	YES	 	YES
	11.	Provisions (state “yes” or “no” as agreed) (Cl. 3.7)	12. 	Bunkering (state “yes” or “no” as agreed) (Cl. 3.8)
	 	YES	 	YES
	13.	Chartering Services Period (only to be filled in if “yes” stated in Box 7) (Cl. 3.3(i))	14. 	Owners’ Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3)

Clause 6.3(ii)
	 	36 months (including any optional extensions applicable) and with a gross daily rate (or time charter equivalent) of US$[  ]	 	 
	15.	Annual Management Fee (state annual amount) (Cl. 8.1)	16. 	Severance Costs (state maximum amount) (Cl. 8.4(ii)
	 	See Clause 8.1	 	not applicable
	17.	Day and year of termination of Agreement
    (Cl. 17)

    see Clause 17	18. 	Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19)
	 	 	 	see Clause 19.1
	19.	Notices (state postal and-cable-address, telex and telefax number for serving notice and communication to the Owners) (Cl. 20)	20. 	Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Managers) (Cl. 20)
	 	c/o Costamare Inc.		60 Zephyrou Street &
Syngrou Avenue 
	 	60 Zephyrou Street & Syngrou Avenue	 	Athens, Greece
	 	Athens, Greece	 	Telefax: +30 210 940 9051
	 	Telefax: + 30 210 940 6454	 	Attention: Chief Executive Officer
	 	Attention: Chief Executive Officer	 	 




 


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


 


	Signature(s) (Owners)


[name of relevant member of the Group]


	Signature(s) (Managers)


COSTAMARE SHIPPING COMPANY S.A.









    	 



    	



    

PART II

“SHIPMAN 98” Standard Ship Management Agreement


 


	1. Definitions	1	 	practice.	49
	 	 	 	 	 
	In this Agreement save where the context otherwise requires, 	2	 	 	 
	the following words and expressions shall have the meanings	3	 	3.1 Crew Management	50
	 	 	 	 	 
	hereby assigned to them.	4	 	(only applicable if agreed according to Box 5) 	51
	“Owners” means the party identified in Box 2.	5	 	The Managers shall provide suitably qualified Crew for the Vessel 	52
	“Managers” means the party identified in Box 3.	6	 	as required by the Owners in accordance with the STCW 95 	53
	“Vessel” means the vessel or vessels details of which are set out 	7	 	requirements, provision of which includes but is not limited to 	54
	in Annex “A” attached hereto.	8	 	the following functions: 	55
	“Business Day” shall have
the same meaning as ascribed thereto 	 	 	(i)	selecting and engaging the Vessel’s Crew, including payroll 	56
	In Section 1.2 of the Group Management Agreement.	8	 	 	arrangements, pension administration, and insurances for 	57
	“Crew” means the Master, officers and ratings employed on the 	9	 	 	the Crew other than those mentioned in Clause 6; 	58
	Vessel from time to time of the numbers,	 	 	(ii)	ensuring that the applicable requirements of the law of the	58
	rank and nationally specified in Annex “B” attached hereto.	10	 	 	flag of the Vessel are satisfied in respect of manning levels, 	60
	“Crew support Code” means all expenses of a general nature	11	 	 	rank, qualification and certification of the Crew and 	61
	which are not particularly referable to any individual vessel for	12	 	 	employment regulations including Crew’s tax, social 	62
	the time being managed by the Managers and which are incurred	13	 	 	insurance, discipline and other requirements; 	63
	by the Managers for the purpose of providing an efficient and	14	 	(iii)	ensuring that all members of the Crew have passed a medical 	64
	economic management service and, without prejudice to the	15	 	 	examination with a qualified doctor certifying that they are fit 	65
	generality of the foregoing, shall include the cost of crew standby	16	 	 	for the duties for which they are engaged and are in possession 	66
	pay, training schemes for officers and ratings, cadet training	17	 	 	of valid medical certificates issued in accordance with 	67
	schemes, sick pay, study pay, recruitment and interviews.	18	 	 	appropriate flag State requirements. In the absence of 	68
	“Related Manager” shall have the meaning as ascribed thereto 	19	 	 	applicable flag State requirements the medical certificate shall 	69
	in Section 1.2 of the Group Management Agreement.
	 	 	 	be dated not more than three months prior to the respective 	70
	“Severance Costs” means the costs which the employers are 	 	 	 	Crew members leaving their country of domicile and 	71
	legally obliged to pay to or in respect of the Crew as a result of	20	 	 	maintained for the duration of their service on board the Vessel; 	72
	the early termination of any employment contract for service on 	21	 	(iv)	ensuring that the Crew shall have a command of the English 	73
	the Vessel.	22	 	 	language of a sufficient standard to enable them to perform 	74
	“Crew Insurances” means insurances against crew risks which 	23	 	 	their duties safely; 	75
	shall include but not be limited to death, sickness, repatriation, 	24	 	(v)	arranging transportation of the Crew, including 	76
	injury, shipwreck unemployment indemnity and loss of personal 	25	 	repatriation, board and lodging as and when required at rates and 	 
	effects.	26	 	types of accommodations as customary in the industry;	 
	“Group Management Agreement” means the
agreement dated 3 November 2010 as amended and restated [  ] March 2015	 	 	(vi)	training of the Crew and supervising their efficiency;	77
	made between the Parent and the Managers.	 	 	(vii) 	keeping and maintaining full and complete records of any	78
	“Management Services” means the services specified in sub-	27	 	labor agreements which may be entered into with the Crew and,  	 
	clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.	28	 	if applicable, conducting union negotiations;	 
	“ISM Code” means the International Management Code for the	29	 	(viii)	operating the Managers’ drug and alcohol policy unless	79
	Safe Operation of Ships and for Pollution Prevention as adopted	30	 	 	otherwise agreed in writing.	80
	by the International Maritime Organization (IMO) by resolution	31	 	 	 
	A.741(18) or any subsequent amendment thereto.	32	 	3.2 Technical Management	81
	 	 	 	 	 
	“ISPS Code” means the International Ship and Port Facility.	 	 	(only applicable if agreed according to Box 6)	82
	Security Code constituted pursuant to resolution
A.924(22) of 	 	 	The Managers shall provide technical management which	83
	the International Maritime Organisation now set
out in Chapter 	 	 	includes, but is not limited to, the following functions:	84
	XI-2 of the International Convention for the Safety
of Life at Sea 	 	 	(i)	provision of competent personnel to supervise the	85
	(SOLAS) 1974 (as amended) and the mandatory ISPS
Code as 	 	 	 	maintenance and general efficiency of the Vessel;	86
	adopted by a Diplomatic Conference of the International
	 	 	(ii)	arrangement and supervision of dry dockings, repairs,	87
	Maritime Organisation on Maritime Security in December
2002 	 	 	 	alterations and the upkeep of the Vessel to the standards	88
	and includes any amendments or extensions to it
and any 	 	 	 	required by the Owners provided that the Managers shall	89
	regulation issued pursuant to it.	 	 	 	be entitled to incur the necessary expenditure to ensure	90
	“Parent” means Costamare Inc. of Trust Company Complex, 	 	 	 	that the Vessel will comply with the law of the flag of the	91
	Ajeltake Road, Ajeltake Island, Majuro, Republic
of the Marshall 	 	 	 	Vessel and of the places where she trades, and all	92
	Islands MH96960.	 	 	 	requirements and recommendations of the classification	93
	“STCW 95” means the International Convention on Standards	33	 	 	society;	94
	of Training, Certification and Watchkeeping for Seafarers, 1978, 	34	 	(iii)	arrangement of the supply of necessary stores, spares and	95
	as amended in 1995 or any subsequent amendment thereto.	35	 	 	lubricating oil;	96
	 	 	 	(iv)	appointment of surveyors and technical consultants as the	97
	 	 	 	 	 	 
	2. Appointment of Managers	36	 	 	Managers may consider from time to time to be necessary;	98
	 	 	 	 	 	 
	With effect from the day and year stated in Box 4 and continuing 	37	 	(v)	development, implementation and maintenance of a Safety	99
	unless and until terminated as provided herein, the Owners 	38	 	 	Management System (SMS) in accordance with the ISM	100
	hereby appoint the Managers as the technical and commercial 	39	 	 	Code (see sub-clauses 4.2 and 5.3) and of a security system in 	101
	managers of the Vessel and the Managers hereby agree 	 	 	 	accordance with the ISPS Code;	 
	to act as the technical and commercial Mmanagers of the Vessel.	40	 	 	(vi) handling any claims against the builder of the Vessel 	 
	 	 	 	 	arising out of the relevant shipbuilding contract, 	 
	3. Basis of Agreement	 	 	 	if applicable; and	 
	 	 	 	 	 	 
	Subject to the terms and conditions herein provided, during the	42	 	 	(vii) on request by the Owners, providing the Owners with a 	 
	period of this Agreement, the Managers shall carry out	43	 	 	copy of any inspection report, survey, valuation or any other 	 
	Management Services in respect of the Vessel as agents for	44	 	 	similar report prepared by any shipbrokers, surveyors, the 	 
	and on behalf of the Owners. Subject to Section 4.6 of the Group	45	 	 	Class etc..	 
	Management Agreement, Tthe Managers shall have authority 	 	 	 	 







    	 



    	



    

PART II

“SHIPMAN 98” Standard Ship Management Agreement


 


	 	 	 	 	 	 
	to take such actions as they may from time to time in their absolute 	46	 	3.3 Commercial Management	102
	 	 	 	 	 
	discretion consider to be necessary to enable them to perform 	47	 	(only applicable if agreed according to Box 7)	103
	this Agreement in accordance with sound ship management	48	 	The Managers shall provide the commercial operation of the	104







    	 



    	



    

PART II

“SHIPMAN 98” Standard Ship Management Agreement


 





	Vessel,-as-required-by-the-Owners, which includes, but is not	105	 	 	negotiation of the same. The Managers shall, on the request of	147
	limited to, the following functions:	106	 	 	the Owners, either directly or by employing the services of a	 
	(1)	providing chartering services in-accordance-with-the-Owners’	107	 	 	broker, endeavor to procure a buyer for the Vessel at a price	 
	 	 	institutions-which include, but are not limited to, seeking	108	 	 	and otherwise on terms acceptable to the Owners.	 
	 	 	and negotiating employment for the Vessel and the conclusion	109	 	 	3.7 Provisions (only applicable if agreed according to Box 11)	148
	 	 	(including the execution thereof) of charter parties or other	110	 	 	The Managers shall arrange for the supply of provisions.	149
	 	 	contracts relating to the employment of the Vessel, whether on a	111	 	 	 	 
	 	 	voyage, time, demise, contract of affreightment or other	 	 	 	3.8 Bunkering (only applicable if agreed according to Box 12)	150
	 	 	basis. If such a	 	 	 	The Managers shall arrange for the provision of bunker fuel of the	151
	 	 	contract exceeds the period and is for a rate that is less than	112	 	 	quality specified by the Owners as required for the Vessel’s trade.	152
	 	 	the rate, in either case, stated in Box 13, consent thereto	 	 	 	 	 
	 	 	in writing shall first be obtained from the Owners.	113	 	4.	Managers’ Obligations	153
	(ii)	arranging of the proper payment to Owners or their nominees	114	 	 	4.1 Without prejudice to the relevant provisions of the Group	154
	 	 	of all hire and/or freight revenues or other moneys of	115	 	 	Management Agreement and in particular, but without limitation	 
	 	 	whatsoever nature to which Owners may be entitled arising	116	 	 	to the foregoing, the provisions of Section 2.3, Section 4.1,	 
	 	 	out of the employment of or otherwise in connection with the	117	 	 	Section 4.5 and Section 4.7 thereof, the Managers undertake to	 
	 	 	Vessel;.	118	 	 	use their best-endeavors commercially reasonable efforts to	 
	(iii)	providing voyage estimates and accounts and calculating of	119	 	 	provide the agreed Management Services as agents for and on	155
	 	 	hire, freights, demurrage and/or dispatch moneys due from	120	 	 	behalf of the Owners in accordance with sound ship management	156
	 	 	or due to the charterers of the Vessel;	121	 	 	practice and to protect and promote the interests of the Owners in	157
	(iv)	issuing to the Crew ofappropriate voyage instructions and	122	 	 	all matters relating to the provision of services hereunder.	158
	monitoring voyage performance;	 	 	 	Provided, however, that the Managers in the performance of their	159
	(v)	appointing agents;	123	 	 	management responsibilities under this Agreement shall be entitled	160
	(vi)	appointing stevedores;	124	 	 	to have regard to their overall responsibility in relation to all vessels	161
	(vii)	arranging surveys associated with the commercial operation	125	 	 	as may from time to time be entrusted to their management and	162
	 	 	of the Vessel;	126	 	 	in particular, but without prejudice to the generality of the foregoing,	163
	 	 	(viii) carrying out the necessary communications with the	 	 	 	the Managers shall be entitled to allocate available supplies,	164
	 	 	shippers, charterers and others involved with the receiving	 	 	 	manpower and services in such manner as in the prevailing	165
	 	 	and handling of the Vessel at the relevant loading and	 	 	 	circumstances the Managers in their absolute discretion consider	166
	 	 	discharging ports, including sending any notices required	 	 	 	to be fair and reasonable.	167
	 	 	under the terms of the Vessel’s employment at the time;	 	 	 	4.2 Where the Managers are providing Technical Management	168
	 	 	(ix) invoicing on behalf of the Owners all freights, hires,	 	 	 	in accordance with sub-clause 3.2, they shall procure that the	169
	 	 	demurrages, outgoing claims, refund of taxes, balances of	 	 	 	requirements of the law of the flag of the Vessel are satisfied and	170
	 	 	disbursements, statements of account and other sums due	 	 	 	they shall in particular be deemed to be the “Company’ as defined	171
	 	 	to the Owners and account receivables arising from the	 	 	 	by the ISM Code, assuming the responsibility for the operation of	172
	 	 	operation of the Vessel and, upon the request of the Owners,	 	 	 	the Vessel and taking over the duties and responsibilities imposed	173
	 	 	issuing releases on behalf of the Owners upon receipt of	 	 	 	by the ISM Code and/or the ISPS Code when applicable.	174
	 	 	payment or settlement of any such amounts;	 	 	 	 	 
	 	 	(x) preparing off-hire statements and/or hire statements;	 	 	 	 	 
	 	 	(xi) procuring and arranging for port entrance and clearance,	 	 	 	 	 
	 	 	pilots, consular approvals and other services necessary for	 	 	5.	Owners’ Obligations	175
	 	 	the management and safe operation of the Vessel; and	 	 	 	5.1 Without prejudice to the relevant provisions of the Group	176
	 	 	(xii) reporting to the Owners of any major casualties,	 	 	 	Management Agreement, Tthe Owners shall pay all sums due to	 
	 	 	damages received or caused by the Vessel or any major	 	 	 	the Managers punctually	 
	 	 	release or discharge of oil or other hazardous material not in	 	 	 	in accordance with the terms of this Agreement.	177
	 	 	compliance with any laws.	 	 	 	5.2 Where the Managers are providing Technical Management	178
	3.4 Insurance Arrangements’	127	 	 	in accordance with sub-clause 3.2, the Owners shall:	179
	(only applicable if agreed according to Box 8)	128	 	 	(i) procure that all officers and ratings supplied by them or on	180
	The Managers shall arrange insurances in accordance with	129	 	 	their behalf comply with the requirements of STCW 95;	181
	Clause 6, on such terms and conditions as the Owners shall	130	 	 	(ii) instruct such officers and ratings to obey all reasonable orders	182
	have instructed or agreed, in particular regarding underwriters	131	 	 	    of the Managers in connection with the operation of the	183
	conditions,	 	 	 	    Managers’ safety management system.	184
	insured values, deductibles and franchises.	132	 	 	5.3 Where the Managers are not providing Technical Management	185
	 	 	 	 	 	in accordance with sub-clause 3.2, the Owners shall procure that	186
	3.5 Accounting Services	133	 	 	the requirements of the law of the flag of the Vessel are satisfied	187
	(only applicable if agreed according to Box 9)	134	 	 	and that they, or such other entity as may be appointed by them	188
	Without prejudice to the relevant provisions of the Group	135	 	 	and identified to the Managers, shall be deemed to be the	189
	Management Agreement and, in particular, but without	 	 	 	“Company” as defined by the ISM Code assuming the responsibility	190
	limitation, Section 4.11, Section 5.1 and Section 10.6 thereof,	 	 	 	for the operation of the Vessel and taking over the duties and	191
	Tthe Managers shall:	 	 	 	responsibilities imposed by the ISM Code when applicable.	192
	(I)	establish an accounting system which meets the	136	 	 	 	 
	 	 	requirements of the Owners and provide regular accounting	137	 	 	 	 
	 	 	services, supply regular reports and records,	138	 	 	 	 
	(ii)	maintain the records of all costs and expenditure incurred	139	 	6.	Insurance Policies	193
	 	 	as well as data necessary or proper for the settlement of	140	 	 	The Owners shall procure, whether-by instructing the Managers	194
	 	 	accounts between the parties.	141	 	 	under sub-clause 3.4 or otherwise, that throughout the period of	195
	 	 	 	 	 	 	this Agreement:	196
	3.6 Sale or Purchase of the Vessel	142	 	 	6.1 at the Owners’ expense, the Vessel is insured for not less	197
	(only applicable if agreed according to Box 10)	143	 	 	than her sound market value or entered for her full gross tonnage,	198
	The Managers shall, in accordance with the Owners’ instructions,	144	 	 	as the case may be for:	199
	supervise the sale or purchase of the Vessel, including the	145	 	 	(i) usual hull and machinery marine risks (including crew	200
	performance of any sale or purchase agreement, but not	146	 	 	    negligence) and excess liabilities;	201
	 	 	 	 	 	 	(ii) protection and indemnity risks (including pollution risks and	202




    	 



    	



    

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“SHIPMAN 98” Standard Ship Management Agreement


 


	 	Crew insurances); and	203	 	 	in accordance with the provisions of Article IX of the Group	 
	 	(iii) war risks (including protection and indemnity and crew risks);	204	 	 	Management Agreement.	 
	 	and	 	 	 	payable on the commencement of the Agreement (see Clause 	247
	 	(iv) any other insurance that the Owners determine or the	 	 	 	2 and Box 4) and subsequent installments being payable every	248
	 	Managers advise them in writing that, in either case, it is	 	 	 	month.	249
	 	prudent or, as the case may be, appropriate on the basis of	 	 	 	8.2 The management fee shall be subject to an annual-review	250
	 	prevailing market practices to be obtained in respect of the	 	 	 	in accordance with the provisions of Sections 9.2 and 9.3 of the	251
	 	Vessel, its freight/hire or any third party liabilities,	 	 	 	Group Management Agreement the anniversary date of the	 
	 	 	 	 	 	 	Agreement and the proposed	 
	 	in each case in accordance with the best practice of prudent owners	205	 	 	fee shall be presented in the annual budget referred to in sub-	252
	 	of	 	 	 	clause 9.1.	253
	 	vessels of a similar type to the Vessel, with first crass insurance	206	 	 	8.3 The Managers shall, at no extra cost to the Owners, provide	254
	 	companies, underwriters or associations (“the Owners’	207	 	 	their own office accommodation, office staff, facilities and	255
	 	Insurances”);	208	 	 	stationery. Without limiting the generality of Clause 7 the Owners	256
	 	6.2 all premiums and calls and applicable deductibles and/or	209	 	 	shall reimburse the Managers for postage and communication	257
	 	franchises on the Owners’ Insurances are paid	 	 	 	expenses, travelling expenses, and other out of pocket	258
	 	promptly by their due date,	210	 	 	expenses properly incurred by the Managers in pursuance of	259
	 	6.3 the Owners’ Insurances name the Managers and, subject	211	 	 	the Management Services.	260
	 	to underwriters’ agreement, any third party designated by the	212	 	 	8.4 The provisions of Section 9.4, Section 9.5, Section 9.6 and	261
	 	Managers as a joint assured, with full cover, with the Owners	213	 	 	Section 9.7 of the Group Management Agreement shall be	 
	 	obtaining cover in respect of each of the insurances specified in	214	 	 	deemed as incorporated herein mutatis mutandis.	 
	 	sub-clause 6.1:	215	 	 	8.5 The Managers have the right to demand the payment of any	 
	 	(i)	on terms whereby the Managers and any such third party	216	 	 	of the management fees and expenses payable under this	 
	 	 	are liable in respect of premiums or calls arising in connection	217	 	 	Agreement either from the Parent or the Owners. Payment of	 
	 	 	with the Owners’ Insurances; or	218	 	 	any such fees or expenses or any part thereof by either the	 
	 	(ii) 	if reasonably obtainable, on terms such that neither the	219	 	 	Parent or the Owners shall prevent the Managers from making a	 
	 	 	Managers nor any such third party shall be under any	220	 	 	claim on the other person for the same amount to the extent	 
	 	 	liability in respect of premiums or calls arising in connection	221	 	 	that the same has been already paid to the Managers.	 
	 	 	with the Owners’ Insurances; or	222	 	 	in the event of the appointment of the Managers being	 
	 	(iii) on such other terms as may be agreed in writing.	223	 	 	terminated by the Owners of the Managers in accordance with	262
	 	Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left	224	 	 	the provisions of Clauses 17 and 18 other than by reason of 	263
	 	blank then (i) applies.	225	 	 	default by the Managers, or if the Vessel is lost, sold or otherwise	264
	 	6.4 written evidence is provided, to the reasonable satisfaction	226	 	 	Disposed of, the “management fee” payable to the Managers	265
	 	of the Managers, of their compliance with their obligations under	227	 	 	According to the provisions of sub-clause 8.1, shall continue to	266
	 	Clause 6 within a reasonable time of the commencement of	228	 	 	be payable for a further period of three calendar months as	267
	 	the Agreement, and of each renewal date and, If specifically	229	 	 	from the termination date. In addition, provided that the 	268
	 	requested, of each payment date of the Owners’ Insurances,	230	 	 	Managers provide Crew for the Vessel in accordance with sub-	269
	 	 	 	 	 	 	clause 3.1.	270
	 	 	 	 	 	 	 	 	 
	7.	Income Collected and Expenses Paid on Behalf of Owners	231	 	 	(i)	the Owners shall continue to pay Crew Support Costs during	271
	 	7.1 Without prejudice to the provisions of Section 10.7 of the	232	 	 	 	the said further period of three calendar months and	272
	 	Group Management Agreement, Aall moneys collected by the	 	 	 	(ii)	the Owners shall pay an equitable proportion of any	273
	 	Managers under the terms of	 	 	 	 	Severance Costs which may materialize, not exceeding	274
	 	this Agreement (other than moneys payable by the Owners to	233	 	 	 	the amount stated in Box 16.	275
	 	the Managers) and any interest thereon shall be held to the	234	 	 	8.5 If the Owners decide to lay up the Vessel whilst this	276
	 	credit of the Owners in a separate bank account.	235	 	 	Agreement remain in force and such lay up lasts for more	277
	 	7.2 Without prejudice to the provisions of Section 9.7, Section	236	 	 	than three months, an appropriate reduction of the management	278
	 	10.5 and Section 10.8 of the Group Management Agreement, Aall	 	 	 	fee for the period exceeding three months until one month	279
	 	expenses incurred by the Managers under the terms	 	 	 	before the Vessel is again put into service shall be mutually 	280
	 	of this Agreement on behalf of the Owners (including expenses	237	 	 	agreed between the parties.	281
	 	as provided in Clause 8) may be debited against the Owners	238	 	 	8.6 Unless otherwise agreed in writing all discounts and 	282
	 	in the account referred to
    under sub-clause 7.1 but shall in any	239	 	 	commissions obtained by the Managers in the course of the	283
	 	event remain payable by the Owners to the Managers on	240	 	 	management of the Vessel shall be credited to the Owners	284
	 	demand. For the avoidance of doubt, the Managers can make	241	 	 	 	 	 
	 	such demand on the Owners as well as on the Parent as	 	 	 9.	Budgets and Management of Funds	285
	 	provided in Section 10.5 of the Group Management Agreement.	 	 	 	9.1 The Owners are aware that the Managers will be preparing	286
	 	Furthermore and without prejudice to the generality of the	 	 	 	budgets in connection with, inter alia, the provision of the	 
	 	provisions of this Clause 7, the Managers shall, subject to being	 	 	 	Management Services which the Managers will be submitting	 
	 	placed in funds by the Owners or the Parent, arrange for the	 	 	 	for approval to the Parent in accordance with the provisions of	 
	 	payment of all ordinary charges incurred in connection with the	 	 	 	Article X of the Group Management Agreement. The Managers	 
	 	Management Services, including, but not limited to, all canal	 	 	 	shall present to the Owners annually a	 
	 	tolls, port charges, any amounts due to any governmental	 	 	 	budget for the following twelve months in such form as the	287
	 	authority with respect to the Crew and all duties and taxes in	 	 	 	Owners require. The budget for the first year hereof is set out	288
	 	respect of the Vessel, the cargo, hire or freight (whether levied	 	 	 	in Annex “C” hereto. Subsequent annual budgets shall be	289
	 	against the Owners, the Parent or the Vessel), insurance	 	 	 	prepared by the Managers and submitted to the Owners not	290
	 	premiums, advances of balances of disbursements, invoices for	 	 	 	less than three months before the anniversary date of the 	291
	 	bunkers, stores, spares, provisions, repairs and any other	 	 	 	commencement of this Agreement (see Clause 2 and Box 4).	292
	 	material and/or service in respect of the Vessel.	 	 	 	9.2 The Owners shall indicate to the Managers their acceptance	293
	 8	Management Fee	242	 	 	and approval of the annual budget within one month of	294
	 	8.1 The Owners shall pay to the Managers for their services	243	 	 	presentation and in the absence of any such indication the	295
	 	as Managers under this Agreement an-annual the management	244	 	 	Managers shall be entitled to assume that the Owners have	296
	 	fees as stated in Box 15 Section 9.1(a) and Section 9(b) of the	245	 	 	accepted the proposed budget.	297
	 	Group Management Agreement -which shall be payable by-equal	 	 	 	9.3 Following the agreement of the budget, the Managers shall	298
	 	monthly installments in advance, the first installment being monthly	246	 	 	 	 	 











    	 



    	



    

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“SHIPMAN 98” Standard Ship Management Agreement


 






	prepare and present to the Owners their estimate of the working	299
	capital requirement of the Vessel and the Managers shall each	300
	month up date this estimate. Based thereon, Without
prejudice to

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

Management Services directly from the Parent in accordance


with the relevant provisions of the Group Management

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

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

Manager may

subcontract any of their obligations hereunder, without
need of

obtaining the Owners’ consent for doing so), Tthe Managers

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

responded to. In the event of such a sub-	322
	 	contract the Managers shall remain fully liable for the due	323
	 	performance of their obligations under this Agreement	324
	 	 	 
	11. 	Responsibilities	325
	 	 	326
	 	The parties agree that the provisions of Sections 11.1 to 11.5

(inclusive) of the Group Management Agreement, shall apply to

this
Agreement mutatis mutandis, save that references therein

to “any Shipmanagement Agreement or any Supervision 

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

member of the Group”, “Manager”, “any Submanager”,
“a 

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

Shipmanagement Agreement”, “Group”
and “Article Xl” shall be

construed as references to the Owners, the Owners, the 

Managers, any submanager, the Vessel,
Clause, management

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

when used herein.	 
	 	 	 
	 	11.1 Force Majeure - Neither the Owners nor the Managers	 
	 	shall be under any liability for any failure to perform any of their	327
	 	obligations hereunder by reason of any cause whatsoever of	328
	 	any nature or kind beyond their reasonable control	329
	 	11.2 Liability to Owners – (i) Without prejudice to sub-clause	330
	 	11.1, the Managers shall be under no liability whatsoever to the	331
	 	Owners for any loss, damage, delay or expense of whatsoever	332
	 	nature, whether direct or indirect, (including but not limited to	333
	 	loss of profit arising out of or in connection with detention of or	334
	 	delay to the Vessel) and howsoever arising in the course of	335
	 	performance of the Management Services UNLESS same is	336
		proved to have resulted solely from the negligence, gross	337
		negligence or wilful default of the Managers or their employees,	338
		or agents or sub-contractors employed by them in connection	339
		with the Vessel, in which case (save where loss, damage, delay	340
		or expense has resulted from the Managers’ personal act or	341
		omission committed with the intent to cause same or recklessly	342
		and with knowledge that such loss, damage, delay or expense	343
		would probably result) the Managers’ liability for each incident	344
		or series of incidents giving rise to a claim or claims shall never	345








	 	Exceed a total of ten times the annual management
    fee payable	346
	 	hereunder,	347
	 	(ii) Notwithstanding anything that may appear to the contrary
    in	348
	 	this Agreement, the Managers shall not be liable for any of
    the	349
	 	actions of the Crew, even if such actions are negligent, grossly	350
	 	negligent or wilful, except only to the extent that they are
    shown	351
	 	to have resulted from a failure by the Managers to discharge	352
	 	their obligations under sub clause 3.1,
    in which case their liability	353
	 	shall be limited in accordance with the terms of this Clause
    11.	354
	 	11.3 Indemnity – Except
    to the extent and solely for the amount	355
	 	therein set out that the Managers would be liable under sub-	356
	 	clause 11.2, the Owners hereby undertake
    to keep the Managers	357
	 	and their employees, agents and sub-contractors indemnified	358
	 	and to hold them harmless against all actions, proceedings,	359
	 	claims, demands or liabilities whatsoever or howsoever arising	360
	 	which may be brought against them or incurred or suffered by	361
	 	them arising out of or in connection with the performance of
    the	362
	 	Agreement, and against and in respect of all costs, losses,	363
	 	damages and expenses including legal costs and expenses on	364
	 	a full indemnity basis) which the Managers may suffer or incur	365
	 	(either directly or indirectly) in the course of the performance
    of	366
	 	this Agreement.	367
	 	11.4 “Himalaya” –
    It is hereby expressly agreed that no	368
	 	employee or agent of the Managers (including every sub-	369
	 	contractor from time to time employed by the Managers) shall
    in	370
	 	Any circumstances whatsoever be under any liability whatsoever	371
	 	to the Owners for any loss, damage or delay of whatsoever kind	372
	 	arising or resulting directly or indirectly from any act, neglect
    or	373
	 	default on his part while acting in the course of or in connection	374
	 	with his employment and, without prejudice to the generality
    of	375
	 	the foregoing provisions in this Clause 11,
    every exemption,	376
	 	limitation, condition and liberty herein contained and every
    right,	377
	 	exemption from liability, defence and immunity of whatsoever	378
	 	nature applicable to the Managers or to which the Managers are	379
	 	entitled hereunder shall also be available and shall extend
    to	380
	 	protest every such employee or agent of the Managers acting	381
	 	as aforesaid and for the purpose of all the foregoing provisions	382
	 	of this Clause 11 the Managers are or
    shall be deemed to be	383
	 	acting as agent or trustee on behalf of and for the benefit
    of all	384
	 	persons who are or might be their servants or agents from time	385
	 	to time (including sub-contractors as aforesaid) and all such	386
	 	persons shall to this extent be or be deemed to be parties to
    this	387
	 	Agreement.	388
	 	 	 
	12.	Documentation	389
	 	Without prejudice to the relevant provisions of the Group 

Management Agreement,
    Wwhere the Managers are providing

Technical Management in	390
	 	accordance with sub-clause 3.2 and/or Crew Management in	391
	 	accordance with sub-clause 3.1, they shall make available,	392
	 	upon Owners’ request, all documentation and records related	393
	 	to the Safety Management System (SMS) and/or the Crew	394
	 	which the Owners need in order to demonstrate compliance	395
	 	with the ISM Code, the ISPS Code and STCW 95 or to defend a 	396
	 	claim against	 
	 	a third party.	397
	 	 	 
	13. 	General Administration	398
	 	13.1 Without prejudice to the provisions of Article V of the 

Group Management
    Agreement, but subject to the provisions of

Section 4.6 of the Group Management Agreement, Tthe 

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

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

Agreement and/or, as the case may be, Section 4.6 of the Group

Management Agreement, bring	404
	 	or defend actions, suits or proceedings in connection with matters	405
	 	entrusted to the Managers according to this Agreement.	406










    	 



    	



    
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“SHIPMAN 98” Standard Ship Management Agreement


 




	 	13.3 The Managers shall also have power to obtain legal
    or	407
	 	technical or other outside expert advice in relation to the handling	408
	 	and settlement of claims and disputes or all other matters	409
	 	effecting the interests of the Owners in respect of the Vessel.	410
	 	13.4 The Owners shall arrange for the provision of any	411
	 	necessary guarantee bond or other security.	412
	 	13.5 Any costs reasonably-incurred by the
    Managers in	413
	 	carrying out their obligations according to Clause 13 shall be	414
	 	reimbursed by the Owners.	415
	 	 	 
	14.	Auditing	416
	 	The Managers shall at all times maintain and keep true and	417
	 	correct accounts and shall make the same available for inspection	418
	 	and auditing by the Owners at such times as may be mutually	419
	 	agreed. On the termination, for whatever reasons, of this	420
	 	Agreement, the Managers shall release to the Owners, if so	421
	 	requested, the originals where possible, or otherwise certified	422
	 	copies, of all such accounts and all documents specifically relating	423
	 	to the Vessel and her operation. For the avoidance of any doubt,	424
	 	this Clause is in addition to and not in substitution of the	 
	 	relevant provisions of the Group Management Agreement,.	 
	15.	Inspection of Vessel	425
	 	The Owners shall have the right at any time after giving	426
	 	reasonable notice to the Managers to inspect the Vessel for any	427
	 	reason they consider necessary.	428
	 	 	 
	16.	Compliance with Laws and Regulations	429
	 	The Managers will not do or permit to be done anything which	430
	 	might cause any breach or infringement of the laws and	431
	 	regulations of the Vessel’s flag, or of the places where she trades.	432
	 	 	 
	17.	Duration of the Agreement	433
	 	This Agreement shall come into effect on the day and year stated	434
	 	in Box 4 and shall continue until the date the Group Management	435
	 	Agreement is terminated in accordance with the provisions of	 
	 	Article XIII thereof, unless this Agreement is terminated earlier	 
	 	in accordance with the provision of Clause 18 hereofthe date	 
	 	stated in Box 17.	 
	 	Thereafter it shall continue until terminated by either party
    giving	436
	 	to the other notice in writing, in which event the Agreement
    shall	437
	 	terminate upon the expiration of a period of two months from
    the	438
	 	date upon which such notice was given.	439
	 	 	 
	18.	Termination	440
	 	18.1 Owners’ default	441
	 	(i) 	The Managers shall be entitled to terminate the Agreement	442
	 	 	with immediate effect by notice in writing if any moneys	443
	 	 	payable by the Owners under this Agreement and/or the	444
	 	 	owners of-any associated vessel, details of which are listed	445
	 	 	in Annex “D”, shall not have been received in the Managers’	446
	 	 	nominated account within ten20 running Business dDays of	447
	 	 	receipt by	 
	 	 	the Owners of the Managers written request or if the Vessel	448
	 	 	is repossessed by the Mortgagees.	449
	 	(ii) 	if the Owners:	450
	 	 	(a)	 fall to meet their obligations under 5 sub-clauses 5.2	451
	 	 	 	and 5.3 of this Agreement for any reason within their	452
	 	 	 	control, or	453
		 	(b)	proceed with the employment of or continue to employ	454
	 	 	 	the Vessel in the carriage of contraband, blockade	455
	 	 	 	running, or in an unlawful trade, or on a voyage which	456
	 	 	 	in the reasonable opinion of the Managers is unduly	457
	 	 	 	hazardous or improper,	458
	 	 	the Managers may give notice of the default to the Owners,	459
	 	 	requiring them to remedy it as soon as practically possible.	460
	 	 	In the event that the Owners fall to remedy it within a	461
	 	 	reasonable time 20 Business Days of receipt by the Owners	462
	 	 	of the Managers’ written request to the satisfaction of the	 
	 	 	Managers, the	 
	 	 	Managers shall be entitled to terminate the Agreement	463











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

Agreement and/or any non-contractual obligations connected

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

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

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

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

persons, conversant with shipping
    matters. Such arbitration is

to be conducted in accordance with the London Maritime 

Arbitration Association (LMAA) Terms current
    at the time when 

the arbitration proceedings are commenced and in accordance

with the Arbitration Act 1996 or any statutory
    modification or re- enactment thereof. In the event that a party hereto shall state a

dispute and designate an arbitrator
    in writing, the other party

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

such other party fails to designate
    its own arbitrator within such

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

award hereunder. Until such
    time as the arbitrators finally close 

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

served on the arbitrators
    and on the other party to specify 

further disputes or differences under this Agreement for hearing 

and determination. The
    arbitrators may grant any relief, and 

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

equitable and within
    the scope of this Agreement, including but 

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

Clause 19.1 may
    include costs and judgments may be entered 

upon any award made herein in any court having jurisdiction. 

and any
    dispute arising out of or	503
	 	in connection with this
    Agreement shall be referred to arbitration	504









    	 



    	



    




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










	arising out of or in connection with this Agreement
    shall be	539
	referred to three persons at New York, one to be appointed	540
	by each of the parties hereto, and the third by the two
    so	541
	chosen; their decision or that of any two of them shall
    be	542
	final, and for the purposes of enforcing any award,	543
	judgement may be entered on an award by any court of	544
	competent jurisdiction. The proceedings shall be conducted	545
	in accordance with the rules of the Society of Maritime	546
	Arbitrators, Inc.	547
	In cases where neither the claim nor any counterclaim	548
	exceeds the sum of USD50,000 (or such other sum as the	549
	parties may agree) the arbitration shall be conducted in	550
	accordance with the Shortened Arbitration Procedure of
    the	551
	Society of Maritime Arbitrators, Inc. current at the time
    when	552
	the arbitration proceedings are commenced.	553
	19.3 This Agreement shall be governed
    by and construed	554
	in accordance with the laws of the place mutually agreed
    by	555
	the parties and any dispute arising out of or in connection	556
	with this Agreement shall be referred to arbitration at
    a	557
	mutually agreed place, subject to the procedures applicable	558
	there.	559
	19.4 If Box 18 in Part I is not appropriately filled
    in, sub-	560
	clause 19.1 of this Clause shall apply.	561
	 	 
	Note: 19.1, 19.2 and 19.3 are alternatives;
    indicate	562
	alternative agree in Box 18.	563
	 	 
	20.	Notices	564
	20.1 Any notice to be given by either party to the other	565
	Party shall be in writing and may be sent by fax, telex,	566
	Registered or recorded mail or by personal service.	567
	20.2 The address of the Parties for service of such	568
	communication shall be as stated in Boxes 19 and 20,	569
	respectively.	570







 


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



    	 



    	



    

APPENDIX II


 


FORM OF SUPERVISION AGREEMENT


 


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


 


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



 


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



 


WHEREAS:


 


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


 


IT IS NOW AGREED as follows:


 


ARTICLE I


 


DEFINITIONS


 


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


 


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


 


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


 


“Group Management Agreement”
means the agreement dated [   ] 2010 made between the Parent and the Construction Supervisor.


 


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


 


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






    	A-II-1



    	



    

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


 


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


 


ARTICLE II


 


APPOINTMENT


 


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


 


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


 


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






    	A-II-2



    	



    

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


 


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


 


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


 


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


 


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


 


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


 


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






    	A-II-3



    	



    

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


 


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


 


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


 


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


 


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


 


ARTICLE III


 


CONSTRUCTION SUPERVISOR’S DUTIES

REGARDING CONSTRUCTION


 


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


 


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


 


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


 


(c) to (i) advise the Owner in writing,
four (4) Business Days prior to the date on which the delivery installment under the Shipbuilding Contract is anticipated to become
due, of the times and amounts of payments to be made to






    	A-II-4



    	



    

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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE IV


 


CONSTRUCTION SUPERVISOR’S GENERAL
OBLIGATIONS


 


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


 


(a) it will exercise commercially
reasonable efforts to cause the due and punctual observance and performance of all conditions, duties and obligations imposed on
the Owner by the Shipbuilding Contract (other than to pay the Contract Price) and will not without the prior written consent of
the Owner:






    	A-II-5



    	



    

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


 


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


 


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


 


ARTICLE V


 


LIABILITY AND INDEMNITY


 


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


 


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


 


SECTION 5.3. The Owner shall indemnify and
hold harmless the Construction Supervisor Related Parties against all actions, proceedings, claims, demands or liabilities whatsoever
or howsoever arising which may be brought against them or incurred or suffered by them arising out of or in connection with the
performance of this Agreement and against and in respect of any loss, damage, delay or expense of






    	A-II-6



    	



    

whatsoever nature (including legal costs and
expenses on a full indemnity basis), whether direct or indirect, incurred or suffered by any Construction Supervisor Related Party
in the performance of this Agreement, unless incurred or suffered due to the gross negligence or willful misconduct of any Construction
Supervisor Related Party.


 


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


 


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


 


ARTICLE VI


 


FEES


 


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


 


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


 


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






    	A-II-7



    	



    

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


 


ARTICLE VII


 


COMMENCEMENT - TERMINATION


 


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


 


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


 


SECTION 7.3. This Agreement shall terminate
automatically if:


 


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


 


(b) the Group Management Agreement
is terminated.


 


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


 


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


 


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


 


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


 


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


 


(b) (i) the other party files a
petition under any bankruptcy law, makes an assignment for the benefit of its creditors, seeks relief under any law for the protection
of debtors or adopts a plan of liquidation; (ii) a petition is filed against the other party seeking to have it declared insolvent
or bankrupt and such petition is not dismissed or stayed within 40 Business Days of its filing; (iii) the other






    	A-II-8



    	



    

party shall admit in writing its
insolvency or its inability to pay its debts as they mature; (iv) an order is made for the appointment of a liquidator, manager,
receiver or trustee of the other party of all or a substantial part of its assets; (v) an encumbrancer takes possession of or a
receiver or trustee is appointed over the whole or any part of the other party’s undertaking, property or assets; or (vi)
an order is made or a resolution is passed for the other party’s winding up;


 


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


 


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


 


or


 


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


 


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


 


ARTICLE VIII


 


EMPLOYEES


 


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


 


ARTICLE IX


 


GOVERNING LAW - ARBITRATION


 


SECTION 9.1. This Agreement shall be governed
by and be construed in accordance with the laws of England.


 


SECTION 9.2. All disputes arising out of
this Agreement shall be arbitrated in London in the following manner. One arbitrator is to be appointed by each of the parties
hereto and a third by the two so chosen. Their decision or that of any two of them shall be final and, for the purpose of enforcing
any award, this Agreement may






    	A-II-9



    	



    

be made a rule of the court. The arbitrators
shall be commercial persons, conversant with shipping matters. Such arbitration is to be conducted in accordance with the rules
of the London Maritime Arbitration Association terms current at the time when the arbitration proceedings are commenced and in
accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof.


 


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


 


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


 


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


 


ARTICLE X


 


COUNTERPARTS


 


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


 


ARTICLE XI


 


NOTICES


 


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


 


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


 


(b) be deemed to have been received,
in the case of a letter, when delivered personally or three (3) days after it has been put into the post and, in the case of a
facsimile transmission or other means of telecommunication (other than telex) in permanent written form, at the time of dispatch
(provided that if the date of dispatch is a Saturday or Sunday or a public holiday in the country of the addressee or if the time
of dispatch is after the close of business in the country of the addressee it shall be deemed to have been received at the opening
of business on the next day which is not a Saturday or Sunday or public holiday); and






    	A-II-10



    	



    

(c) be sent:


 


	 	(i)	to the Construction Supervisor at:



 


Costamare Shipping Company S.A.

[•l

Facsimile No.: [•]

Attention: [•]


 


		(ii)	to the Owner at:



 


C/o Costamare Inc.

[•]Athens, Greece

Facsimile No.: +30 210 [•]

Attention: [•]


 


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


 


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


 


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






    	A-II-11



    	



    

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


 


For the Owner


 


For the Construction Supervisor






    	A-II-12



    	



    

SCHEDULE 1


 


FORM OF CONSTRUCTION CERTIFICATE


 


[On the letterhead of the Construction
Supervisor]


 


[Vessel Owner] (the “Owner”)

[Address]

Facsimile: [    ]

Attention: [    ]


 


	 	Date: 	 



 


Dear Sirs,


 


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


 


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


 


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


 


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


 


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



 


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



 


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



 


	 		Yours faithfully,	 
	 	 	 	 
	 	 	 	 
	 	 	for and on behalf of	 
	 	 	 	 
	 	 	COSTAMARE SHIPPING COMPANY S.A.	 





    	S-1-1