Costamare Inc. (Form: F-1/A, Received: 10/27/2010 16:37:06)

As filed with the Securities and Exchange Commission on October 27, 2010

Registration Statement No. 333-170033

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1 to
Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

COSTAMARE INC.
(Exact name of Registrant as specified in its charter)


Republic of the Marshall Islands (State or Other Jurisdiction of Incorporation or Organization)		4412 (Primary Standard Industrial Classification Code Number )		N/A (I.R.S. Employer Identification No.)

60 Zephyrou Street &
Syngrou Avenue
17564 Athens
Greece
(+30-210-949-0000)
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 590-9338
(Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)


William P. Rogers, Jr., Esq. Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019 (212) 474-1000 (telephone number) (212) 474-3700 (facsimile number)		Stephen P. Farrell, Esq. Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 (212) 309-6050 (telephone number) (212) 309-6001 (facsimile number)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. £

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

The sole purpose of this Amendment No. 1 is to amend the exhibit index and to file Exhibits 1.1, 4.1, 5.1, 5.2, 10.1, 10.8 and 10.9 to the registration statement. No other changes have been made to the registration statement. Accordingly, the amendment consists only of the facing page, this explanatory note and Part II of this registration statement.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of Directors and Officers.

The Registrant is a corporation of the Republic of the Marshall Islands (the “Marshall Islands”). Section 60 of the Business Corporations Act of the Marshall Islands (the “BCA”) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful.

A Marshall Islands corporation also has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

To the extent that a director or officer of a Marshall Islands corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the preceding paragraphs, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized under Section 60 of the BCA.

Section 60 of the BCA also permits a Marshall Islands corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of Section 60 of the BCA.

The indemnification and advancement of expenses provided by, or granted pursuant to, Section 60 of the BCA are not exclusive of any other rights to which those seeking indemnification and advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

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The Registrant’s articles of incorporation include a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director to the fullest extent permitted by law.

The Registrant’s bylaws provide that the Registrant must indemnify, to the fullest extent permitted by applicable law, any person who was or is made or is threatened to be made a party to or a witness in or is otherwise involved in any action, suit, claim, inquiry or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the company) and whether formal or informal, by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Registrant or is or was serving at the Registrant’s request as a director, officer, employee, trustee or agent of another entity or of a partnership, joint venture, trust, nonprofit entity or other entity (including service with respect to employee benefit plans) against all liability and loss suffered, and expenses (including attorneys’ fees) actually and reasonably incurred, by such person in connection with such action, suit, claim, inquiry or proceeding. The Registrant’s bylaws also expressly authorize the advancement of certain expenses (including attorneys’ fees and disbursements and court costs) to directors and officers and the carrying of directors’ and officers’ insurance providing indemnification for the Registrant’s directors, officers and certain employees for some liabilities.

Section 8 of the Underwriting Agreement, the form of which will be filed as Exhibit 1.1 hereto, provides that the underwriters named therein will indemnify us and hold us harmless and each of our directors, officers or controlling persons from and against certain liabilities, including liabilities under the Securities Act. Section 8 of the Underwriting Agreement also provides that such underwriters will contribute to certain liabilities of such persons under the Securities Act.

Item 7. Recent Sales of Unregistered Securities.

On April 24, 2008, the Company issued 750,000 shares of its common stock to its original six shareholders in exchange for cash, and on November 26, 2008, the Company issued 250,000 shares of its common stock to its seventh shareholder, Captain Vasileios Konstantakopoulos, as part of consideration under the MSA. On July 20, 2010, the Company issued 24,000,000 shares of its common stock to six of its seven existing owners in exchange for cash, pursuant to a rights offering to stockholders of record on July 14, 2010. On October 19, 2010, the Company issued 22,000,000 shares of its common stock to its existing stockholders pursuant to a 1.88-for-1 stock split. Each of these issuances was exempt from registration as a transaction that did not involve an offer or sale and, in any event, as a transaction not involving an offering in the United States under Regulation S of the Securities Act.

Item 8. Exhibits and Financial Statement Schedules.

(a) Exhibits


Exhibit Number		Description
1.1		Form of Underwriting Agreement
3.1		Form of Second Amended and Restated Articles of Incorporation*
3.2		Form of First Amended and Restated Bylaws*
4.1		Specimen Share Certificate
4.2		Form of Stockholders Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC*
5.1		Opinion of Cozen O’Connor, special counsel on Marshall Islands law to the Company, as to the validity of the common stock being issued
5.2		Opinion of Cravath, Swaine & Moore LLP, United States counsel to the Company, with respect to New York law
8.1		Opinion of Cravath, Swaine & Moore LLP, United States counsel to the Company, with respect to certain tax matters*
8.2		Opinion of Cozen O’Connor, special counsel on Marshall Islands and Liberian law to the Company, with respect to certain tax matters*

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Exhibit
Number

Description

10.1

Form of Management Agreement between the Company and Costamare Shipping Company S.A.

10.2

Form of Restrictive Covenant Agreement between the Company and Konstantinos Konstantakopoulos*

10.3

Form of Registration Rights Agreement between the Company and the Stockholders Named Therein*

10.4

Facility Agreement dated July 22, 2008 (the “Facility Agreement”) relating to a loan facility of US$1,000,000,000 comprising (i) a term loan facility of up to US$700,000,000 and (ii) a revolving credit facility of up to US$300,000,000 among the lenders and financial institutions set out on Schedule I thereto, Deutsche Schiffsbank Aktiengessellschaft, as joint arranger, agent, swap bank and security agent, Bayerische Hypo-Und Vereinsbank Aktiengessellschaft, as joint arranger, swap bank and account bank, HSH Nordbank AG, as swap bank, and the Company, as borrower*

10.5

First Supplemental Agreement dated April 23, 2010 in Relation to the Facility Agreement*

10.6

Second Supplemental Agreement dated June 22, 2010 in Relation to the Facility Agreement*

10.7

Form of Trademark Licensing Agreement between the Company and Costamare Shipping Company S.A.*

10.8

Form of Shipmanagement Agreement between Costamare Shipping Company S.A. and CIEL Shipmanagement S.A.

10.9

Form of Shipmanagement Agreement between Costamare Shipping Company S.A. and Shanghai Costamare Ship Management Co. Ltd.

10.10

Loan Agreement dated December 7, 2007 for a secured floating interest rate loan facility of up to US$150,000,000 between Alpha Bank A.E., as lender, and Kelsen Shipping Co. and Montes Shipping Co., as joint and several borrowers (the “Alpha-Montes Agreement”)*

10.11

First Supplemental Agreement dated October 30, 2008 in Relations to the Alpha-Montes Agreement*

10.12

Loan Agreement dated May 12, 2008 for a secured floating interest rate loan facility of up to US$150,000,000 between Emporiki Bank of Greece S.A., as lender, and Christos Maritime Corporation and Costis Maritime Corporation, as joint and several borrowers (the “Emporiki-Costis Agreement”)*

10.13

First Supplemental Agreement dated January 28, 2009 in Relation to the Emporiki-Costis Agreement*

21.1

Subsidiaries*

23.1

Consent of Independent Registered Public Accounting Firm*

23.2

Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.2 and Exhibit 8.1)*

23.3

Consent of Cozen O’Connor, special counsel on Marshall Islands and Liberian law to the Company (included in Exhibit 5.1 and Exhibit 8.2)*

23.4

Consent of Clarkson Research Services Limited*

23.5

Consent of Vagn Lehd Møller, Nominee for Director*

23.6

Consent of Charlotte Stratos, Nominee for Director*

24.1

Power of Attorney (included on the signature page hereto)*

Previously filed

(b) Financial Statement Schedules

The financial statement schedules are omitted because they are inapplicable or the requested information is shown in the consolidated financial statements of Costamare Inc. or related notes thereto.

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Item 9. Undertakings

The undersigned Registrant hereby undertakes:


(1)				To provide to the underwriters at the closing specified in the underwriting agreement, share certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(2)				That for purposes of determining any liability under the Securities Act of 1933, as amended (the “Act”), the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) under the Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(3)				That for the purpose of determining any liability under the Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(4)				Each prospectus filed pursuant to Rule 424(b) as part of this registration statement, other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in this registration statement as of the date it is first used after effectiveness. Provided , however , that no statement made in this registration statement or any prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or any prospectus that is part of this registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such date of first use.

(5)				That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(6)

That insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Athens, Greece, on October 27, 2010.

C OSTAMARE I NC .

By:

/ S / K ONSTANTINOS Z ACHARATOS

Name: Konstantinos Zacharatos
Title: General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities indicated on October 27, 2010.

Signature				Title

* (Konstantinos Konstantakopoulos)				Chief Executive Officer and Chairman (Principal Executive Officer)
* (Gregory Zikos)				Chief Financial Officer and Director (Principal Financial and Accounting Officer)
/s/ K ONSTANTINOS Z ACHARATOS (Konstantinos Zacharatos)				General Counsel, Secretary and Director

* by Konstantinos Zacharatos as Attorney-in-Fact

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant’s duly authorized representative in the United States has signed this amended Registration Statement in the City of Newark, State of Delaware on October 27, 2010.

P UGLISI & A SSOCIATES

By:

/ S / D ONALD J. P UGLISI

Name: Donald J. Puglisi
Title: Managing Director

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EXHIBIT INDEX

Set forth below is a list of exhibits that are being or will be filed with this Registration Statement on Form F-1.


Exhibit Number		Description
	1.1	Form of Underwriting Agreement
	3.1	Form of Second Amended and Restated Articles of Incorporation*
	3.2	Form of First Amended and Restated Bylaws*
	4.1	Specimen Share Certificate
	4.2	Form of Stockholders Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC*
	5.1	Opinion of Cozen O’Connor, special counsel on Marshall Islands law to the Company, as to the validity of the common stock being issued
	5.2	Opinion of Cravath, Swaine & Moore LLP, United States counsel to the Company, with respect to New York law
	8.1	Opinion of Cravath, Swaine & Moore LLP, United States counsel to the Company, with respect to certain tax matters*
	8.2	Opinion of Cozen O’Connor, special counsel on Marshall Islands and Liberian law to the Company, with respect to certain tax matters*
	10.1	Form of Management Agreement between the Company and Costamare Shipping Company S.A.
	10.2	Form of Restrictive Covenant Agreement between the Company and Konstantinos Konstantakopoulos*
	10.3	Form of Registration Rights Agreement between the Company and the Stockholders Named Therein*
	10.4	Facility Agreement dated July 22, 2008 (the “Facility Agreement”) relating to a loan facility of US$1,000,000,000 comprising (i) a term loan facility of up to US$700,000,000 and (ii) a revolving credit facility of up to US$300,000,000 among the lenders and financial institutions set out on Schedule I thereto, Deutsche Schiffsbank Aktiengessellschaft, as joint arranger, agent, swap bank and security agent, Bayerische Hypo-Und Vereinsbank Aktiengessellschaft, as joint arranger, swap bank and account bank, HSH Nordbank AG, as swap bank, and the Company, as borrower*
	10.5	First Supplemental Agreement dated April 23, 2010 in Relation to the Facility Agreement*
	10.6	Second Supplemental Agreement dated June 22, 2010 in Relation to the Facility Agreement*
	10.7	Form of Trademark Licensing Agreement between the Company and Costamare Shipping Company S.A.*
	10.8	Form of Shipmanagement Agreement between Costamare Shipping Company S.A. and CIEL Shipmanagement S.A.
	10.9	Form of Shipmanagement Agreement between Costamare Shipping Company S.A. and Shanghai Costamare Ship Management Co. Ltd.
	10.10	Loan Agreement dated December 7, 2007 for a secured floating interest rate loan facility of up to US$150,000,000 between Alpha Bank A.E., as lender, and Kelsen Shipping Co. and Montes Shipping Co., as joint and several borrowers (the “Alpha-Montes Agreement”)*
	10.11	First Supplemental Agreement dated October 30, 2008 in Relations to the Alpha-Montes Agreement*
	10.12	Loan Agreement dated May 12, 2008 for a secured floating interest rate loan facility of up to US$150,000,000 between Emporiki Bank of Greece S.A., as lender, and Christos Maritime Corporation and Costis Maritime Corporation, as joint and several borrowers (the “Emporiki- Costis Agreement”)*
	10.13	First Supplemental Agreement dated January 28, 2009 in Relation to the Emporiki-Costis Agreement*
	21.1	Subsidiaries*

Exhibit
Number

Description

23.1

Consent of Independent Registered Public Accounting Firm*

23.2

Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.2 and Exhibit 8.1)*

23.3

Consent of Cozen O’Connor, special counsel on Marshall Islands and Liberian law to the Company (included in Exhibit 5.1 and Exhibit 8.2)*

23.4

Consent of Clarkson Research Services Limited*

23.5

Consent of Vagn Lehd Møller, Nominee for Director*

23.6

Consent of Charlotte Stratos, Nominee for Director*

24.1

Power of Attorney (included on the signature page hereto)*

Previously filed

Exhibit 1.1

13,300,000 Shares

Costamare Inc.

Shares of Common Stock, Par Value $0.0001 Per Share

UNDERWRITING AGREEMENT

[●], 2010

Morgan Stanley & Co. Incorporated

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

c/o Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036

Ladies and Gentlemen:

Costamare Inc., a Marshall Islands corporation (the “ Company ”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “ Underwriters ”), for whom Morgan Stanley & Co. Incorporated (“ Morgan Stanley ”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ Merrill Lynch ” and, together with Morgan Stanley, the “ Representatives ”) are acting as representatives, 13,300,000 shares of its common stock, par value $0.0001 per share (the “ Firm Shares ”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 1,995,000 shares of its common stock, par value $0.0001 per share (the “ Additional Shares ”), if and to the extent that you as the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Common Stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “ Shares .” The shares of common stock, par value $0.0001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “ Common Stock .”

The Company has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form F-1 (File No. 333-170033), including a prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the “ Securities Act ”), is hereinafter referred to as the “ Registration Statement ”; the prospectus in the form first used to confirm sales of Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “ Prospectus .” If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “ Rule 462 Registration Statement ”), then any reference herein to the term “ Registration Statement ” shall be deemed to include such Rule 462 Registration Statement.

In addition, for purposes of this Agreement, “ free writing prospectus ” has the meaning set forth in Rule 405 under the Securities Act, “ Time of Sale Prospectus ” means the preliminary prospectus together with the free writing prospectuses, if any, each identified in Schedule II hereto, and “ broadly available road show ” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person.

1. Representations and Warranties . The Company represents and warrants to and agrees with each of the Underwriters that:

(a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission.

(b) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 4), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

(c) The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II hereto, and electronic road shows, if any, each furnished to the Representatives before first use, the Company has not prepared, used or referred to, and will not, without the Representatives’ prior consent, prepare, use or refer to, any free writing prospectus.

(d) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the condition, financial or otherwise, or on the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, on the Company and its subsidiaries, taken as a whole (a “ Material Adverse Effect ”).

(e) Each subsidiary of the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale

Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect; all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Company, free and clear of all liens, encumbrances, equities or claims. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement.

(f) No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any cash dividends to the Company, from making any other distribution on such subsidiary’s capital stock, or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company, except as described in the Time of Sale Prospectus. The Company currently does not have, and currently does not intend to make, any loans or advances to any subsidiary of the Company.

(g) This Agreement has been duly authorized, executed and delivered by the Company.

(h) The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in each of the Time of Sale Prospectus and the Prospectus.

(i) The shares of Common Stock outstanding prior to the issuance of the Shares have been duly authorized and are validly issued, fully paid and non-assessable.

(j) The Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights.

(k) There are no restrictions on subsequent transfers of the Shares under the laws of the Marshall Islands.

(l) The execution, delivery and performance of this Agreement, and the issuance and sale of the Shares will not contravene, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries or, to the knowledge of the Company, of Costamare Shipping Company S.A. (“ Costamare Shipping ”), CIEL Shipmanagement S.A. (“ CIEL ”) or Shanghai Costamare Ship Management Co. Ltd. (“ Shanghai Costamare ”) (collectively, the “ Managers ”) pursuant to, (i) the charter or by-laws of the Company and any of its subsidiaries or any of the Managers, (ii) any statute, rule, regulation, judgment or order of any governmental body or agency or any court, domestic or foreign, having jurisdiction over the Company and any of its subsidiaries or any of the Managers or any of their properties, or (iii) any agreement or other instrument to which the Company or any of its subsidiaries or any of the Managers is a party or by which the Company or any of its subsidiaries or any of the Managers is bound or to which any of the properties of the Company or any of its subsidiaries or any of the Managers is subject, except for such breach, violation or default of any such agreement or other instrument which would not result in a Material Adverse Effect or, to the knowledge of the Company, a material adverse effect in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, on any of the Managers and their respective subsidiaries, taken as a whole (a “ Manager Material Adverse Effect ”), as the case may be; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all

or a portion of such indebtedness by the Company or any of its subsidiaries or, to the knowledge of the Company, any of the Managers or any of their respective subsidiaries.

(m) No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares.

(n) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus.

(o) There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened, to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject (i) other than proceedings accurately described in all material respects in the Time of Sale Prospectus and proceedings that would not have a Material Adverse Effect, or a material adverse effect on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by the Time of Sale Prospectus or (ii) that are required to be described in the Registration Statement or the Prospectus and are not so described; and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.

(p) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any of the Managers is (i) in violation of its respective charter or by-laws, (ii) in violation of any applicable statute, law, rule, regulation, judgment, order or decree of any competent court, regulatory body, administrative agency, governmental body, arbitrator or other authority or (iii) in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except in each case covered by clauses (ii) and (iii) such as would not, individually or in the aggregate, result in a Material Adverse Effect or a Manager Material Adverse Effect, as the case may be, or materially adversely effect the Company’s power or ability to perform its obligations under this Agreement or consummate the transactions contemplated by the Time of Sale Prospectus.

(q) Each of the Stockholder Rights Agreement between the Company and the rights agent party thereto and the Management Agreement between the Company and Costamare Shipping has been duly authorized and has been executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company and, to the knowledge of the Company, each such other party thereto in accordance with its terms.

(r) Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.

(s) The Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(t) Except as disclosed in the Time of Sale Prospectus, (A)(i) neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any of the Managers is in violation of any applicable United States federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any competent domestic or foreign governmental agency, governmental body or court applicable to them, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “ Environmental Laws ”), (ii) neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any of the Managers occupies, operates or uses any real property contaminated with Hazardous Substances, (iii) neither the Company, nor any of its subsidiaries nor, to the knowledge of the Company, any of the Managers is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any of the Managers is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site, (v) neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any of the Managers is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (vi) the Company and its subsidiaries and, to the knowledge of the Company, the Managers have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) – (vi) such as would not individually or in the aggregate have a Material Adverse Effect; (B) to the Company’s knowledge there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim pursuant to any Environmental Law that would have a Material Adverse Effect; and (C) to the Company’s knowledge, there are no requirements proposed for adoption or implementation under any Environmental Law that would reasonably be expected to have a Material Adverse Effect. For purposes of this subsection “ Hazardous Substances ” means (x) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and (y) any other chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

(u) In the ordinary course of its business, the Company reviews the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries. On the basis of such review, the Company has reasonably concluded that the Company has not incurred any costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, individually or in the aggregate, have a Material Adverse Effect or, to the knowledge of the Company, a Manager Material Adverse Effect.

(v) Neither the Company nor, to the Company’s knowledge, any of its affiliates (within the meaning of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), has taken, directly or indirectly, any action which constitutes or is designed to cause or result in, or which would reasonably be expected to constitute, cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares, or which is otherwise prohibited by Regulation M under the Exchange Act.

(w) Any third-party statistical and market-related data included in the Time of Sale Prospectus are based on or derived from sources that the Company believes to be reliable and accurate.

(x) There are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering.

(y) Except as disclosed in the Time of Sale Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities with the Shares registered pursuant to the Registration Statement.

(z) The Common Stock has been approved for listing on the New York Stock Exchange.

(aa) Neither the Company nor any of its subsidiaries or affiliates, nor any director or officer, nor, to the knowledge of the Company, any employee, Manager, or any agent or representative of the Company or of any of its subsidiaries or affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage in violation of any applicable law; and the Company and its subsidiaries and, to the knowledge of the Company, each of its affiliates and each of the Managers have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.

(bb) The operations of the Company and its subsidiaries and, to the knowledge of the Company, each of the Managers and their respective subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries and the Managers conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “ Anti-Money Laundering Laws ”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or, to the knowledge of the Company, any of the Managers with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(cc) (i) The Company represents that neither the Company nor any of its subsidiaries nor any director or officer thereof nor, to the Company’s knowledge, any Manager or any employee, agent or affiliate of the Company or any of its subsidiaries or Managers, is an individual or entity (“ Person ”) that is, or is owned or controlled by a Person that is the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“ OFAC ”), the United Nations Security Council (“ UNSC ”) or the European Union (“ EU ”) (collectively, “ Sanctions ”), and neither the Company nor any of its subsidiaries nor any director or officer thereof nor, to the Company’s knowledge, any Manager, employee or affiliate of the Company or any of its subsidiaries or Managers, is an individual or entity located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria).

(ii) The Company represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to its subsidiaries, joint venture partners or other Person:


	(A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

	(B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

(iii) The Company represents that, since January 1, 2006, except as set forth in the Registration Statement and the Time of Sale Prospectus, it has not knowingly engaged in, and is not now knowingly engaged in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

(dd) Subsequent to the respective dates as of which information is given in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (ii) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock, short term debt or long term debt of the Company and its subsidiaries, except in each case as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, respectively.

(ee) The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except for those arising under credit facilities, each as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus or such as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property taken as a whole by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries, in each case except as described in the Time of Sale Prospectus.

(ff) The Company and its subsidiaries own or possess, or hold a right or license to use, or can acquire on reasonable terms, all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection with the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect.

(gg) No material labor dispute with the employees of the Company or any of its subsidiaries exists, except as described in the Time of Sale Prospectus, or, to the knowledge of the Company, is imminent; and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that could have a Material Adverse Effect.

(hh) The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the

businesses in which they are engaged; neither the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for; and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, except as described in the Time of Sale Prospectus.

(ii) The Company and its subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as described in the Time of Sale Prospectus.

(jj) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Time of Sale Prospectus, since December 31, 2009, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting (each an “ Internal Control Event ”).

(kk) Neither the Company’s independent auditors nor any internal auditor has recommended that the Board of Directors review or investigate, (i) adding to, deleting, changing the application of, or changing the Company’s disclosure with respect to, any of the Company’s material accounting policies; (ii) any matter which could result in a restatement of the Company’s audited balance sheet included in the Registration Statement; or (iii) any Internal Control Event.

(ll) The financial statements included in the Time of Sale Prospectus, together with the related notes thereto, present fairly in all material respects the financial position of the Company as of the date shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States, applied on a consistent basis throughout the periods involved; and the schedules included in the Time of Sale Prospectus, if any, present fairly the information required to be stated therein. The selected financial data and the summary financial information included in the Time of Sale Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included in the Time of Sale Prospectus.

(mm) The Company is a “foreign private issuer” as defined in Rule 405 under the Securities Act.

(nn) As described in the Registration Statement and subject to the limitations and restrictions therein the Company believes that it did not qualify as a “passive foreign investment company” as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended, for its most recently completed taxable year, if any, and, based on the Company’s current projected income, assets and

activities, the Company does not expect to be classified as a PFIC for any taxable year subsequent to the date hereof.

(oo) Under current laws and regulations of the Marshall Islands and any political subdivision thereof, any amounts payable with respect to the Shares upon liquidation of the Company or upon redemption thereof and dividends and other distributions declared and payable on the Shares may be paid by the Company to the holder thereof in United States dollars that may be freely transferred out of the Marshall Islands and all such payments made to holders thereof or therein who are non-residents of the Marshall Islands will not be subject to income, withholding or other taxes under laws and regulations of the Marshall Islands or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction in the Marshall Islands or any political subdivision or taxing authority thereof or therein and without the necessity of obtaining any governmental authorization in the Marshall Islands or any political subdivision or taxing authority thereof or therein.

(pp) The Company and its subsidiaries have filed all United States federal, state and local and non-U.S. tax returns that are required to be filed or have requested extensions thereof (except in any case in which the failure so to file would not, individually or in the aggregate, have a Material Adverse Effect); except as set forth in the Time of Sale Prospectus, the Company and its subsidiaries have paid all taxes (including any assessments, fines or penalties that are currently owed and due) required to be paid by them and that are currently owed and due, except for any such taxes, assessments, fines or penalties currently being contested in good faith or as would not, individually or in the aggregate, have a Material Adverse Effect; and no capital gains, income, withholding or other taxes or stamp or other issuance or transfer taxes or duties or similar fees or charges are payable by or on behalf of the Underwriters to the Marshall Islands or to any political subdivision or taxing authority thereof or therein in connection with the sale and delivery by the Company of the Shares to or for the respective accounts of the Underwriters or the sale and delivery by the Underwriters of the Shares to the initial purchasers thereof.

(qq) Neither the Company nor its subsidiaries, nor any of their properties or assets, has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the United States, the Marshall Islands or any political subdivisions thereof.

(rr) No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Time of Sale Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(ss) The Company has taken all necessary actions to comply with all applicable corporate governance requirements of the New York Stock Exchange that are, or will be, applicable to the Company, except for such requirements that have been waived and disclosed in the Time of Sale Prospectus.

(tt) Neither the Company nor any of its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or is a person associated with (within the meaning of Article I (dd) of the By-laws of the Financial Industry Regulatory Authority (the “ FINRA ”)), any member firm of the FINRA.

(uu) There are no business relationships or related-party transactions involving the Company or any other person required to be described in the Time of Sale Prospectus that have not been described as required.

(vv) There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company, directly or indirectly, including through a subsidiary, to or for the benefit of any of the officers or directors of the Company, except as disclosed in the Time of Sale Prospectus.

(ww) Ernst & Young (Hellas) Certified Auditors-Accountants S.A., who have expressed their opinion with respect to the financial statements and related notes thereto filed with the Commission as a part of the Time of Sale Prospectus are independent registered public accountants with respect to the Company as required by the Securities Act.

(xx) Neither the Company nor any of its subsidiaries has any off-balance sheet arrangements.

(yy) Except as described in the Time of Sale Prospectus, the Company has not sold, issued or distributed any shares of Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

(zz) Each of the Memoranda of Agreement (the “ MoAs ” and each, an “ MoA ”) to purchase, or newbuilding contracts (the “ Newbuilding Contracts ” and each, a “ Newbuilding Contract ”) for the construction of, the vessels to be acquired by the Company, as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, has been duly authorized and has been executed and delivered by the Company or one of its subsidiaries, and assuming the due authorization, execution and delivery by the other parties thereto, the Company has no reason to believe that such MoAs and Newbuilding Contracts do not constitute valid and binding agreements of each such party enforceable in all material respects against each such party in accordance with their terms, as may be amended.


	(aaa)	(i) (A) All of the vessels described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except for each of the vessels listed on Schedule III-2 hereto (each of which a subsidiary of the Company has contracted to acquire) (the “ Contracted Vessels ”), are owned directly by subsidiaries of the Company; each of the vessels listed on Schedule III (the “ Owned Vessels ”) hereto has been duly registered as a vessel under the laws and regulations and flag of the jurisdiction set forth opposite its name on Schedule III in the sole ownership of the subsidiary set forth opposite its name on Schedule III and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or other third party; each such subsidiary has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record except for those mortgages, pledges, liens, security interests and claims arising under credit facilities, each as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and any other encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Owned Vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction except for failures to be in good standing which would not, in the aggregate, result in a Material Adverse Effect. The Company will use reasonable commercial efforts so that upon delivery to and acceptance by the relevant subsidiary under the MoAs and the Newbuilding Contracts described in the Registration Statement, Time of Sale Prospectus and Prospectus, each of the Contracted Vessels will be duly registered as a vessel under the laws of a generally accepted shipping industry flag jurisdiction in the sole ownership of a subsidiary of the Company; the Company will use


		reasonable commercial efforts so that, on such date, each such subsidiary of the Company will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any financing arrangement which the Company or subsidiary of the Company may enter into with respect to such Contracted Vessel and except such encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and the Company will use reasonable commercial efforts so that, on such date, each such Contracted Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction.

		(B) Each Owned Vessel is, and the Company will use reasonable commercial efforts so that each Contracted Vessel will be on the date of delivery, operated in compliance in all material respects with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any governmental authority, classification society or insurer applicable to the respective vessel (collectively, “ Maritime Guidelines ”) and all applicable international, national, state and local conventions, laws, regulations, orders, governmental licenses and other requirements (including, without limitation, all Environmental Laws), in each case as in effect on the date hereof, except where such failure to be in compliance would not have, individually or in the aggregate, a Material Adverse Effect. The Company and each applicable subsidiary are, and the Company will use reasonable commercial efforts so that the Contracted Vessels will be on the date of delivery, qualified to own or lease, as the case may be, and operate such vessels under all applicable international, national, state and local conventions, laws, regulations, orders, governmental licenses and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, regulations and orders of each such vessel’s flag state, in each case as in effect on the date hereof, except where such failure to be so qualified would not have, individually or in the aggregate, a Material Adverse Effect.

		(C) Each Owned Vessel is, and each Contracted Vessel will be on the date of delivery, classed by a classification society which is a full member of the International Association of Classification Societies and each Owned Vessel is, and the Company will use reasonable commercial efforts to ensure each Contracted Vessel will be on the date of delivery, in class with valid class and trading certificates, without any overdue recommendations, in each case based on the classification and certification requirements in effect on the date hereof.

2. Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $ [●] a share (the “ Purchase Price ”).

On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,995,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and

payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice and, in the case of any exercise notice delivered after the closing date for the Firm Shares, must be at least one business day after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “ Option Closing Date ”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

3. Terms of Public Offering . The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Shares are to be offered to the public initially at $ [●] a share (the “ Public Offering Price ”) and to certain dealers selected by you at a price that represents a concession not in excess of $ [●] a share under the Public Offering Price [ , and that any Underwriter may allow, and such dealers may reallow, a concession not in excess of $[●] a share, to any Underwriter or to certain other dealers ] .

4. Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●] , 2010 or at such other time on the same or such other date, not later than [●] , 2010 as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “ Closing Date .”

Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●] , 2010 as shall be designated in writing by you.

The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

5. Conditions to the Underwriters’ Obligations . The obligations of the Company to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the accuracy of the representations and warranties of the Company contained in this Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to the provisions of this Agreement, to the performance by the Company of its covenants and other obligations hereunder, and to the condition that the Registration Statement shall have become effective not later than [4:00 p.m.] (New York City time) on the date hereof.


	The several obligations of the Underwriters are subject to the following further conditions:

	(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:

		(i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and

		(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus.

(b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 5(a) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

(c) The Underwriters shall have received on each of the date hereof and the Closing Date (i) a certificate signed by an executive officer of Costamare Shipping, (ii) a certificate signed by an executive officer of CIEL and (iii) a certificate signed by an executive officer of Shanghai Costamare, dated as of such date, each substantially in the form attached hereto as Exhibit B (collectively the “ Manager Certificates ”).

(d) The Underwriters shall have received on the Closing Date an opinion and statement of Cravath, Swaine & Moore LLP, outside counsel for the Company, dated the Closing Date, to the effect that:


	(i) Assuming that this Agreement has been duly authorized by the Company under the laws of the Republic of the Marshall Islands, this Agreement has been duly executed and delivered by the Company, to the extent such execution and delivery are governed by the laws of the State of New York.

	(ii) To the extent governed by the laws of the State of New York, the Stockholder Rights Agreement has been duly authorized, validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in proceeding in equity or at law), and to the extent governed by the laws of the State of New York, the Rights have been duly authorized and, when the Stockholders Rights Agreement is executed and delivered, the Rights will constitute legal, valid and binding obligations of the Company


	entitled to the benefits of the Stockholders Rights Agreement and enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in proceeding in equity or at law).

	(iii) The Registration Statement became effective under the Securities Act on [●], and thereupon the offering of the Shares as contemplated by the Prospectus became registered under the Securities Act; to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; the required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b) (without reference to Rule 424(b)(8)); to such counsel’s knowledge, no Issuer Free Writing Prospectus pursuant to Rule 433 was required to be filed pursuant to Rule 433(d).

	(iv) The form of certificate used to evidence the Common Stock is valid and sufficient and complies in all material respects with the requirements of the New York Stock Exchange.

	(v) To such counsel’s knowledge, there is no pending or threatened action, suit, proceeding or investigation before or by any United States Federal or New York State court, governmental agency or authority against the Company or any of its subsidiaries of a character required to be disclosed in the Registration Statement and Time of Sale Prospectus or Prospectus which is not adequately disclosed as required.

	(vi) The statements made in the Time of Sale Prospectus and the Prospectus under the captions “Our Managers and Management-Related Agreement” and “Related Party Transactions—Restrictive Covenant Agreement” insofar as they purport to constitute a summary of the terms of the identified contracts, fairly summarize the matters therein described.

	(vii) Although the discussion in the Registration Statement under the heading “Tax Considerations–United States Federal Income Tax Considerations” does not purport to discuss all possible United States federal income tax consequences of the acquisition, ownership and disposition of Company common stock, such counsel hereby confirms that the statements of law (including the qualifications thereto) under such heading represent such counsel’s opinion of the material United States federal income tax consequences of the acquisition, ownership and disposition of Company common stock, subject to certain assumptions expressly described in the Registration Statement under such heading.

	(viii) To such counsel’s knowledge, there is no contract, indenture, mortgage, loan agreement, note, lease or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit, which is not described or filed as required.

	(ix) No authorization, approval or other action by, and no notice to, consent of, order of, or filing with, any United States Federal or New York State court, governmental authority or regulatory body is required to be made or obtained by the Company for the consummation of the transactions contemplated by this Agreement, other than (i) those that have been obtained or made under the Securities Act, (ii) those that may be required under the Securities Act in connection with the use of a “free writing prospectus” and (iii) those that may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Shares by the Underwriters.


	(x) None of the execution, delivery and performance of the terms of the Underwriting Agreement by the Company and the consummation by the Company of the transactions set forth therein will result in a breach of or constitute a default (nor constitute an event that, with notice, lapse of time or both, would result in any breach or constitute a default) under or Debt Repayment Triggering Event (as defined in Section 1(l) of this Agreement) under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any Specified Agreement ¹ , nor will such action result in any violation of United States Federal or New York State law, rule or regulation or any ruling, judgment, order or decree, known to us, of any United States Federal or New York State court, agency or official having jurisdiction over the Company or any of its subsidiaries or any of the properties or assets of the Company or any of its subsidiaries. Such counsel’s opinion in the preceding sentence relating to the Specified Agreements does not extend to compliance with any financial ratio or any limitation in any contractual restriction expressed as a dollar amount (or an amount expressed in another currency). Such counsel notes that certain of the Specified Agreements are governed by laws other than New York law; such counsel’s opinions expressed herein are based solely upon our understanding of the plain language of such agreements, and such counsel does not express any opinion with respect to the effect of the opinions or statements set forth herein on any interpretation thereof inconsistent with such understanding.

	(xi) To such counsel’s knowledge, other than as have been validly waived and are described in the Time of Sale Prospectus, there are no persons with registration rights or other similar rights to have any securities registered pursuant to the Registration Statement by the Company under the Securities Act.

	(xii) After giving effect to the offering and sale of the Shares, the Company will not be an “investment company” within the meaning of, or is registered or otherwise required to be registered under, the Investment Company Act of 1940, as amended.

	(xiii) Neither the Company nor any of its subsidiaries should be a “passive foreign investment company” as such term is defined in the Internal Revenue Code of 1986, as amended.

	(xiv) The Common Stock has been duly registered as a class pursuant to section 12 of the Securities Exchange Act of 1934.

	(xv) Based on the New York Stock Exchange Authorization Letter dated [●], the Shares have been duly authorized for listing, subject to official notice of issuance, on the New York Stock Exchange.

	(xvi) Assuming the validity of such action under the laws of the Republic of the Marshall Islands relating to submission to jurisdiction, the Company has, pursuant to Section 13 of this Agreement (a) validly and irrevocably submitted to the personal jurisdiction of the courts of the State of New York, and (b) appointed CT Corporation as its agent for service of process.

	(xvii) The Company is a “foreign private issuer” as defined in Rule 405 of the Securities Act.



	¹ List of agreements to be agreed.

Such counsel shall also state (i) on the basis of information gained in the course of the performance of the services rendered, that, the Registration Statement, at the time it initially became effective, and the Prospectus, as of the Closing Date, appeared or appears on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the applicable rules and regulations thereunder, except that such counsel does not express any view as to the financial statements and other information of an accounting or financial nature included therein and (ii) that nothing has come to our attention that causes us to believe that (a) the Registration Statement, at the time the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) the Prospectus, as of its date or at the Closing Date, included or includes, an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (c) the Time of Sale Prospectus, as of [●] [a.m.], included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that, in each case, such does not express any view as to the financial statements and other information of an accounting or financial nature included therein.

(e) The Underwriters shall have received on the Closing Date an opinion of Cozen O’Connor, counsel on issues of Marshall Islands law for the Company, dated the Closing Date, to the effect that:


	(i) The Company has been duly incorporated and is a validly subsisting corporation in good standing under the laws of the Republic of the Marshall Islands.

	(ii) The Company has the corporate power and corporate authority to own, lease and operate its properties and conduct its business as described in the Registration Statement and the Time of Sale Prospectus and to enter into and perform its obligations under this Agreement.

	(iii) The authorized capital stock of the Company conforms in all material respects to the description thereof set forth in the Registration Statement and the Time of Sale Prospectus, and the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and, to such counsel’s knowledge, are fully paid and non-assessable. Neither the articles of incorporation or bylaws of the Company nor any agreement filed as an exhibit to the Registration Statement grant the holders of the outstanding shares of the capital stock of the Company any preemptive rights, and, to such counsel’s knowledge, none of the outstanding shares of the capital stock of the Company were issued in violation of any preemptive right or similar rights of any securityholder of the Company. The issued and outstanding capital stock of the Company is as set forth in the Registration Statement and Time of Sale Prospectus under the caption “Capitalization.”

	(iv) The Shares have been duly authorized for issuance and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non assessable and no holder of the Shares is or will be subject to personal liability solely by reason of being such a holder.

	(v) The issuance of the Shares is not subject to the preemptive or other similar rights.

	(vi) The Management Agreement (the “ Management Agreement ”), dated as of [__], 2010, between the Company and Costamare Shipping has been duly authorized and validly


	executed and delivered by the Company and is a valid and binding agreement of the Company and is enforceable against it in accordance with its terms.

	(vii) The Company has taken all corporate action required to authorize the execution and delivery by the Company and the performance by the Company of its obligations under this Agreement, and this Agreement has been duly executed and delivered by the Company.

	(viii) The form of certificate used to evidence the common stock complies in all material respects with all applicable statutory requirements of the Republic of the Marshall Islands and with any applicable requirements of the articles of incorporation and bylaws of the Company.

	(ix) The statements in the Registration Statement and the Time of Sale Prospectus under “Risk Factors— We are a Marshall Islands corporation, and the Marshall Islands does not have a well developed body of corporate law and, as a result, stockholders may have fewer rights and protections under Marshall Islands law than under the laws of a jurisdiction in the United States”, “Risk Factors— It may be difficult or impossible to enforce services of process and enforcement of judgments against us and our officers and directors”, “Enforceability of Civil Liabilities”, “Dividend Policy”, “Description of Capital Stock” and “Marshall Islands Company Considerations”, and in the Registration Statement under Item 6, insofar as such statements constitute a summary of the rights and obligations of the holders of the capital stock of the Company and Marshall Islands legal matters, and the statements in the Registration Statement and the Time of Sale Prospectus under “Tax Considerations – Marshall Islands Tax Considerations”, insofar as such statements describe Marshall Islands tax law fairly present in all material respects such matters, and such counsel’s opinion set forth under the caption “Tax Considerations – Marshall Islands Tax Considerations” (subject to the limitations and restrictions set forth therein) is confirmed.

	(x) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the Republic of the Marshall Islands is required in order for the execution and delivery by the Company of this Agreement in order for it to be duly and validly authorized by the Company.

	(xi) No consent, approval, authorization, order, license, registration or qualification of or with any court or governmental agency or body the Republic of the Marshall Islands is required for the consummation by the Company of the transactions contemplated by this Agreement or the sale and delivery of the Shares by the Company.

	(xii) No licenses, permits, certificates, consents, orders, approvals and other authorizations of, or declarations or filings with, any governmental or regulatory authorities of the Republic of the Marshall Islands are required for the Company to own or lease, as the case may be, and to operate, its properties and to carry on its business in the manner described in the Registration Statement and the Time of Sale Prospectus.

	(xiii) To such counsel’s knowledge there are no legal or governmental investigations, actions, suits or proceedings pending or threatened in writing in the Republic of the Marshall Islands against the Company or any of its properties specifically or to which the Company is a party or to which any of its properties is subject.

	(xiv) Neither the sale of the Shares, nor the execution, delivery and performance of this Agreement, nor the consummation of any other of the transactions contemplated in this Agreement, nor the fulfillment of the terms thereof will conflict with, result in a violation of, or


	result in the imposition of any lien, charge or encumbrance under Marshall Islands law upon any property or assets of the Company pursuant to (i) its articles of incorporation or bylaws or (ii) any Marshall Islands statute, law, rule, order or regulation of general application or of any Marshall Islands governmental agency or body to which the Company is subject.

	(xv) Assuming that none of the Underwriters is carrying on business or conducting transactions in the Republic of the Marshall Islands and none of the Shares is sold to citizens or residents of the Republic of the Marshall Islands, no documentary stamp or other issuance or transfer taxes or duties or similar fees and no capital gains, income, withholding or other taxes, are payable by the Underwriters to the Republic of the Marshall Islands or to any political subdivision or taxing authority thereof or therein solely in connection with the sale and delivery by the Company of the Shares to or for the respective accounts of the Underwriters or the sale and delivery by the Underwriters of the Shares to the initial purchasers thereof.

	(xvi) The Company has taken all corporate action required under Marshall Islands law to authorize the execution and delivery of the Registration Statement and the filing of the Registration Statement with the Commission, and the Registration Statement has been duly executed pursuant to such authorization by and on behalf of the Company.

	(xvii) So long as the Company remains a non-resident domestic corporation under the laws of the Republic of the Marshall Islands, all dividends and other distributions declared and payable on the capital stock of the Company may under the current laws and regulations of the Republic of the Marshall Islands be paid in United States dollars and are not subject to Marshall Islands exchange controls and, assuming that the recipient thereof is not a resident or citizen of the Republic of the Marshall Islands or carrying on business or conducting transactions in the Republic of the Marshall Islands, will not be subject to withholding taxes under the laws and regulations of the Marshall Islands, and are otherwise free and clear of any other Marshall Islands tax, withholding or deduction, without the necessity of obtaining any consents, approvals, authorizations, orders, licenses, registrations, clearances and qualifications of or with any court or governmental agency or body or any stock exchange authorities in the Marshall Islands.

	(xviii) So long as none of the capital stock of the Company is owned, directly or indirectly, by the Republic of the Marshall Islands or any other sovereign, neither the Company nor any of its properties or assets will have an immunity from suit, execution, attachment or legal process in any proceedings taken in the Marshall Islands in relation to this Agreement.

	(xix) The Company has taken all corporate action required to authorize the issuance of the Rights under the Company’s Stockholder Rights Agreement and such Rights with respect to the authorized shares of Common Stock have been validly issued.

	(xx) The agreement of the Company to the choice of law provisions set forth in Section 13 of this Agreement would be regarded by the courts of the Marshall Islands as a matter of civil contract to be enforced in the same manner as other contracts; the Company can sue and be sued in its own name under the law of the Marshall Islands; and the irrevocable submission of the Company to the exclusive jurisdiction of a New York Court, and the waiver by the Company of any objection to the venue of a proceeding of a New York Court are valid and binding under the laws of the Republic of the Marshall Islands. Such counsel notes, however, that the validity and enforceability of such submission to jurisdiction and waiver of venue provisions set forth in this Agreement are not dependent on the law of the Republic of the Marshall Islands and such provisions may not be enforceable under the laws of any particular jurisdiction. Service of process effected in the manner set forth in Section 13 of this Agreement will be effective, insofar

as the law of the Marshall Islands is concerned, to confer valid personal jurisdiction over the Company; and a final non-appealable judgment against the Company entered by a court in any United States or foreign jurisdiction in any suit, action or proceeding would be enforceable against the Company in the courts of the Republic of the Marshall Islands without a retrial of the merits of the matter, except where (A) it has not been pronounced by a court of competent jurisdiction, (B) it has not been given on the merits of the case, (C) it appears on the face of the proceeding to be founded on an incorrect view of international law or a refusal to recognize the laws of the Republic of the Marshall Islands in cases where such laws are applicable, (D) the proceedings in which judgment was obtained are opposed to natural justice, (E) it has been obtained by fraud, (F) it sustains a claim founded on a breach of any law in force in the Republic of the Marshall Islands, or (G) it has been obtained by default where the Company was not represented.

(f) The Underwriters shall have received on the Closing Date an opinion of Cozen O’Connor, counsel on matters of Liberian law for the Company, dated the Closing Date, to the effect that:


	(i) Each of the subsidiaries has been duly incorporated, is validly subsisting as a corporation in good standing under the laws of the Republic of Liberia;

	(ii) Each of the subsidiaries has the corporate power and corporate authority to own, lease and operate its properties and conduct its business as described in the Time of Sale Prospectus and Prospectus;

	(iii) To such counsel’s knowledge, based solely upon such counsel’s review of (i) a copy of each of the Subsidiaries’ stock ledgers, and (ii) a copy of certificates representing the capital stock of each Subsidiary, each certified as true and correct by the relevant Subsidiary, all of the issued and outstanding capital stock of each of the subsidiaries is held of record by the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The outstanding shares of the capital stock of each of the subsidiaries have been duly authorized and validly issued by the subsidiary that is the issuer thereof and, to such counsel’s knowledge, are fully paid and are non-assessable and were not issued in violation of any preemptive rights of any security holder of such subsidiary;

	(iv) Based on such counsel’s review of the Certificates of Ownership and Encumbrances issued by the Bureau of Maritime Affairs of the Republic of Liberia, each of the vessels listed on Schedule III to this Agreement as being registered in the Republic of Liberia is duly and validly registered as a vessel in the sole ownership of the entity indicated as the “Owning Entity” of such vessel on such schedule under the laws of the Republic of Liberia, free and clear of all liens, claims, debts or encumbrances of record except as set forth in an annex to this opinion; and to such counsel’s knowledge, each such vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the Republic of Liberia as would affect its registry with the Liberian maritime authority;

	(v) CIEL has been duly incorporated, is validly subsisting as a corporation under the laws of the Republic of Liberia, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus;

	(vi) The statements in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the headings “Risk Factors—Risks Inherent in our Business—If the regulations regarding the exemption from Liberian taxation for non-resident corporations issued by the Liberian Ministry of Finance were found to be invalid, the net income and cash flows of our


	Liberian subsidiaries and therefore our net income and cash flows, would be materially reduced”, insofar as such statements constitute summaries of documents or legal proceedings or refer to matters of law or legal conclusions, are accurate and complete in all material respects and present fairly the information purported to be shown;

	(vii) The statements made in the Registration Statement, Time of Sale Prospectus and Prospectus under the caption “Tax Considerations – Liberian Tax Considerations”, insofar as such statements describe Liberian tax law generally, fairly present in all material respects such matters; and

	(viii) No licenses, permits, certificates, consents, orders, approvals and other authorizations of, or declarations or filings with, any governmental or regulatory authorities of the Republic of Liberia are required for each of the Subsidiaries to own or lease, as the case may be, and to operate, its properties and to carry on its business in the manner described in the Registration Statement, Time of Sale Prospectus and Prospectus.

(g) The Underwriters shall have received on the Closing Date an opinion of Richards Butler, in association with Reed Smith LLP, Hong Kong counsel for the Company, dated the Closing Date, to the effect that:

	(i) Based on such counsel’s review of the transcripts of register, issued by the Hong Kong Shipping Registry, each of the vessels listed on Schedule III to this Agreement for which the jurisdiction of registration is stated to be Hong Kong is duly and validly registered as a vessel in the sole ownership of the entity indicated as the “Owning Entity” of such vessel on Schedule III under the laws of Hong Kong; each of said entities has title thereto, free and clear of all Hong Kong recorded liens, charges, security interests or encumbrances and of defects of title of record except as set forth in an annex to this opinion; and to such counsel’s knowledge, any past and current taxes, fees and other amounts payable under the laws of Hong Kong as would affect its registration with the Hong Kong Shipping Registry have been paid;

	(ii) Each of the Owning Entities for which the conduct of its business or its ownership or leasing of property requires such qualification are each qualified to transact business as a non-Hong Kong company under the laws of Hong Kong; and

	(iii) All dividends and other distributions declared and payable on the shares of capital stock of any Owning Entity qualified to transact business in Hong Kong will not be subject to withholding or other taxes under the current law and regulations of Hong Kong.

(h) The Underwriters shall have received on the Closing Date an opinion of Kyriakides Georgopoulos & Daniolos Issaias, Greek counsel for the Company, dated the Closing Date, to the effect that:

	(i) To the best of such counsel’s knowledge, there are no legal or governmental proceedings pending or threatened in the Republic of Greece to which Company, any of its subsidiaries or Costamare Shipping Company, S.A. or Ciel Shipmanagement S.A. is a party or to which any property of the Company, any of its subsidiaries or Costamare Shipping Company, S.A. or Ciel Shipmanagement S.A. is the subject;

	(ii) The compliance by the Company with the provisions of this Agreement and the consummation of the transactions contemplated herein will not conflict in any material respect with any Greek law;


	(iii) Based on such counsel’s review of the certificates of ownership and encumbrances, issued by the Hellenic Republic Piraeus Port Authority of the Republic of Greece, each of the vessels listed on Schedule III to this Agreement as being registered in Greece is duly and validly registered as a vessel in the sole ownership of the entity indicated as the “Owning Entity” of such vessel on such schedule under the laws of Greece; each of said entities has good and marketable title thereto;

	(iv) Each of the Vessels is free and clear of all liens, claims, debts or encumbrances and defects of title of record except as set forth in an annex to this opinion; and to such counsel’s knowledge, each such vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the Greece as would affect its registration under the Greek flag;

	(v) The Company is not required to file tax returns or pay any taxes in the Republic of Greece; All subsidiaries owning vessels under the Greek flag are in full compliance with their tax obligations up until the last financial year before the present agreement;

	(vi) Each of the Company, its subsidiaries and Costamare Shipping Company S.A. and Ciel Shipmanagement S.A. has obtained any licenses and other forms of authorization from, and has made all declarations and filings with, any governmental authorities, self-regulatory organizations and any courts and other tribunals in the Republic of Greece necessary to own or lease, as the case may be, and to operate the vessels contemplated to be owned by it and to carry on its business as contemplated by the Registration Statement, the Time of Sale Prospectus and the Prospectus, and none of the Company, any of its subsidiaries or Costamare Shipping Company S.A. and Ciel Shipmanagement S.A. has received any actual notice of any proceedings relating to revocation or modification of any such license or other form of authorization, and the Company, its subsidiaries and Costamare Shipping Company S.A. and Ciel Shipmanagement S.A. are each in compliance in all material respects with all laws and regulations in the Republic of Greece relating to the ownership or lease, as the case may be, and the operation of the vessels and the conduct of its business as contemplated by the Registration Statement, the Time of Sale Prospectus and the Prospectus;

	(vii) No capital gains, income, withholding or other taxes, are payable by or on behalf of the Underwriters to the Republic of Greece or to any political subdivision or taxing authority thereof or therein in connection with the sale and delivery by the Company of the Shares to the Underwriters or the initial resales thereof by the Underwriters in the manner contemplated by this Agreement. There are no documentary, stamp or other issuance or transfer taxes or duties or similar fees under the laws of the Republic of Greece or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the sale and delivery by the Company of the Shares to or for the respective accounts of the Underwriters or the sale and delivery by the Underwriters of the Shares to the initial purchasers thereof;

	(viii) All dividends and other distributions declared and payable on the shares of capital stock of the Company will not be subject to withholding or other taxes under the current law and regulations of the Republic of Greece; and

	(ix) The Company, each of its subsidiaries and Costamare Shipping Company S.A. and Ciel Shipmanagement S.A.are each qualified to transact business as a foreign corporation under the laws of the Republic of Greece.


(i) The Underwriters shall have received on the Closing Date an opinion of Chen, Estrada y Wong, Panamanian counsel for the Company, dated the Closing Date, to the effect that:

	(i) Costamare Shipping has been duly organized, is validly existing as a corporation under the laws of the Republic of Panama, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification; and

	(ii) The Management Agreement has been duly authorized and validly executed and delivered by Costamare Shipping and is a valid and binding agreement of Costamare Shipping and is enforceable against it in accordance with its terms.

(j) The Underwriters shall have received on the Closing Date an opinion of Norton Rose LLP, English counsel for the Company, dated the Closing Date, to the effect that:

	(i) Assuming that the Management Agreement has been duly authorized, validly executed and delivered by each of the Company and Costamare Shipping under the laws of the Marshall Islands and Panama, respectively, the Management Agreement is a valid and binding agreement of each of the Company and Costamare Shipping and is enforceable against each of them in accordance with its terms.

(k) The Underwriters shall have received on the Closing Date an opinion and statement of Morgan, Lewis & Bockius LLP, counsel for the Underwriters, dated the Closing Date, with respect to such matters as may be requested by the Underwriters.

(l) The opinions of Cravath, Swaine & Moore LLP, Cozen O’Connor, Cozen O’Connor, Richards Butler in association with Reed Smith LLP, Kyriakides Georgopoulos & Daniolos Issaias, Chen, Estrada y Wong and Norton Rose LLP described in Sections 5(d), 5(e), 5(f), 5(g), 5(h), 5(i) and 5(j), respectively, shall be rendered to the Underwriters at the request of the Company and shall so state therein. In giving the opinions above, such counsel may rely, with respect to certain factual matters, on the representations and warranties of the Company contained in this Agreement and on certificates of officers of such parties and others, and may assume compliance by each such party with the terms of this Agreement.

(m) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Representatives, from Ernst & Young (Hellas) Certified Auditors-Accountants S.A., independent registered public accounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.

(n) The Shares shall have been approved for listing on the New York Stock Exchange, and satisfactory evidence thereof shall have been provided to you.

(o) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

(p) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and each of our stockholders and each of the officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date.

The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

6. Covenants of the Company . The Company covenants with each Underwriter as follows:

(a) To furnish to you, without charge, three (3) signed copies of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 6(e) or 6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

(b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

(c) To furnish to the Representatives a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably object.

(d) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

(f) If, during such period after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Shares may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

(g) To endeavor, in cooperation with the Underwriters, to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as you shall reasonably request, provided , however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

(h) To make generally available to the Company’s security holders and to you as soon as practicable an earning statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters (not to exceed $5,000) in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters (not to exceed $25,000) incurred in connection with the review and qualification of the offering of the Shares by FINRA, (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the New York Stock Exchange, (vi) the cost of printing certificates representing the Shares, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of

the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the document production charges and expenses associated with printing this Agreement, and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8 entitled “Indemnity and Contribution” and the last paragraph of Section 10 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.

The Company also covenants with each Underwriter that, without the prior written consent of Morgan Stanley and Merrill Lynch on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock.

The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder , or (b) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 180 day restricted period. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180–day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify the Representatives of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.

7. Covenants of the Underwriters . Each Underwriter severally covenants with the Company that it will not take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

8. Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof or caused by any omission or alleged omission to state therein a material fact required to be stated

therein or necessary to make the statements therein not misleading or caused by any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein. The Company agrees and confirms that references to “affiliates” of Morgan Stanley that appear in this Agreement shall be understood to include Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.

(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or the Prospectus or any amendment or supplement thereto. The Company acknowledges that the statements set forth (i) in the last paragraph of the cover page regarding delivery of the Shares, (ii) the list of Underwriters and their respective participation in the sale of the Shares under the heading “Underwriting,” (iii) the sentences related to concessions and reallowances under the heading “Underwriting” and (iv) the paragraphs related to stabilization and syndicate covering transactions under the heading “Underwriting” constitute the only information furnished by the several Underwriters for inclusion in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or the Prospectus or any amendment or supplement thereto.

(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b), such person (the “ indemnified party ”) shall promptly notify the person against whom such indemnity may be sought (the “ indemnifying party ”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representatives, in the case of parties indemnified pursuant to Section 8(a), and by the Company, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing

sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) To the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Shares (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the respective number of Shares they have purchased hereunder, and not joint.

(e) The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and

shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f) The indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Shares.

9. Termination . The Underwriters may terminate this Agreement by notice given by you to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Market or other relevant exchanges, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States or other relevant jurisdiction shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.

10. Effectiveness; Defaulting Underwriters . This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional

Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

11. Entire Agreement . (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Shares.

(b) The Company acknowledges that in connection with the offering of the Shares: (i) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares.

12. Counterparts . This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

13. Applicable Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. The Company hereby submits to the non-exclusive jurisdiction of the United States federal and state courts in the Borough of Manhattan in The City of New York (a “ New York Court ”) in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in a New York Court and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company has appointed CT Corporation as its authorized agent (the “ Authorized Agent ”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of them agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees and agents

of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Republic of the Marshall Islands.

The obligation of the Company pursuant to this Agreement in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder.

14. Waiver of Immunity . To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Company hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement.

15. Headings . The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

16. Notices . All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent care of (i) Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department and (ii) Merrill Lynch at One Bryant Park, New York, New York 10036, attention of Syndicate Department, with a copy to ECM Legal, with a copy to Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178, Attention: Stephen P. Farrell, Esq.; and if to the Company shall be delivered, mailed or sent to Costamare Inc., 60 Zephyrou Street & Syngrou Avenue, 175 64 Athens, Greece, Attention: General Counsel, with a copy to Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019, Attention: William P. Rogers, Esq.

17. Parties . This Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Company and their respective successors and the controlling persons and officers and directors referred to in Section 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Shares from any Underwriter shall be deemed to be a successor by reason merely of such purchase. No party may assign this Agreement, in whole or in part, without the prior written consent of the other parties.

[Signature page follows.]


		Very truly yours,

		Costamare Inc.

		By:

			Name:
			Title:

Accepted as of the date hereof, on behalf of itself and the several Underwriters named in Schedule I hereto:

By: Morgan Stanley & Co. Incorporated

By:

	Name:
	Title:

By: Merrill Lynch, Pierce, Fenner & Smith
	Incorporated
By:

	Name:
	Title:

[Signature Page to the Underwriting Agreement]

SCHEDULE I


Underwriter		Number of Firm Shares To Be Purchased

Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Dahlman Rose & Company, LLC
RBS Securities Inc.
Wells Fargo Securities, LLC

Total:

I-1

SCHEDULE II

Time of Sale Prospectus


1.	Preliminary Prospectus issued [●], 2010

[2.	Free writing prospectus filed by the Company under Rule 433(d) of the Securities Act on [●], 2010]

II-1

SCHEDULE III

Schedule III-1

Owned Vessels


Owning Entity	Vessel Name	Jurisdiction of Owning Entity Incorporation	Jurisdiction of Vessel Registration

Achilleas Maritime Corporation	Maersk Kobe	Liberia	Greece
Alexia Transport Corp.	Zim Piraeus	Liberia	Hong Kong
Angistri Corporation	Zim New York	Liberia	Hong Kong
Bullow Investments Inc.	MSC Mykonos	Liberia	Greece
Burton Shipping Co.	MSC Sudan	Liberia	Liberia
Capetanissa Maritime Corporation	Cosco Beijing	Liberia	Greece
Caravokyra Maritime Corporation	Cosco Hellas	Liberia	Greece
Christos Maritime Corporation	Sealand Washington	Liberia	Greece
Costachille Maritime Corporation	Cosco Yantian	Liberia	Greece
Costis Maritime Corporation	Sealand New York	Liberia	Greece
Denor Shipping Co.	Horizon	Liberia	Hong Kong
Dino Shipping Co.	Sealand Michigan	Liberia	Greece
Fanakos Maritime Corporation	Oakland Express	Liberia	Greece
Fastsailing Maritime Co.	Zim Shanghai	Liberia	Hong Kong
Flow Shipping Co.	New York Express	Liberia	Greece
Grappa Shipping Co.	Akritas	Liberia	Hong Kong
Guildmore Navigation S.A.	MSC Austria (ex. Maersk Toyama)	Liberia	Greece
Honaker Shipping Company	MSC Washington	Liberia	Greece
Kalamata Shipping Corporation	Maersk Kolkata	Liberia	Greece
Kelsen Shipping Co.	Maersk Kure	Liberia	Greece
Lang Shipping Co.	MSC Challenger	Liberia	Hong Kong
Lege Shipping Co.	MSC Fado (ex. Westmed II)	Liberia	Liberia
Lytton Shipping Co.	Garden	Liberia	Liberia
Marathos Shipping Inc.	MSC Mandraki	Liberia	Greece
Marina Maritime Corporation	Cosco Ningbo	Liberia	Greece
Marvista Maritime Inc.	MSC Kyoto	Liberia	Greece
Mas Shipping Co.	Maersk Kokura	Liberia	Greece
Mera Shipping Co.	MSC Sierra	Liberia	Liberia
Merin Shipping Co.	Gather	Liberia	Liberia
Merten Shipping Co.	Maersk Kalamata	Liberia	Greece
Miko Shipping Co.	Sealand Illinois	Liberia	Greece
Montes Shipping Co.	Maersk Kawasaki	Liberia	Greece
Navarino Maritime Corporation	Maersk Kingston	Liberia	Greece
Ray Shipping Co.	MSC Tuscany	Liberia	Hong Kong
Rena Maritime Corporation	Cosco Guangzhou	Liberia	Greece
Sims Shipping Co.	MSC Namibia	Liberia	Liberia
Takoulis Maritime Corporation	Singapore Express	Liberia	Greece
Uriza Shipping S.A.	MSC Navarino	Liberia	Greece
Venor Shipping Co.	Genius I	Liberia	Liberia
Volk Shipping Co.	Gifted	Liberia	Liberia
West End Shipping Co. Ltd.	MSC Antwerp (ex. Sophia Britannia)	Liberia	Hong Kong

III-1

Schedule III-2

Contracted Vessels

Vessel Name

H 1068 A ⁽¹⁾

H 1069 A ⁽¹⁾

H 1070 A ⁽¹⁾

Japan Sea ⁽²⁾

Andaman Sea ⁽²⁾

Zim Israel ⁽²⁾

Zim Hong Kong ⁽²⁾


(1)	Indicates a newbuilding.
(2)	Indicates the vessel’s name on the date hereof.

III-2

EXHIBIT A

[FORM OF LOCK-UP LETTER]

________, 2010

Morgan Stanley & Co. Incorporated

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

As Representatives of the several Underwriters

c/o Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036

Ladies and Gentlemen:

The undersigned understands that Morgan Stanley & Co. Incorporated (“ Morgan Stanley ”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ Merrill Lynch ”) propose to enter into an Underwriting Agreement (the “ Underwriting Agreement ”) with Costamare Inc., a Marshall Islands corporation (the “ Company ”), providing for the public offering (the “ Public Offering ”) by the several Underwriters, including Morgan Stanley and Merrill Lynch (the “ Underwriters ”), of shares (the “ Shares ”) of the common stock, par value $0.0001 per share, of the Company (the “ Common Stock ”).

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley and Merrill Lynch on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus relating to the Public Offering (the “ Prospectus ”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (c) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned; (d) transfers of shares of Common Stock or any security convertible into Common Stock to any immediate family member of the undersigned or any trust or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for the purposes of this agreement, “immediate family” shall mean a relationship by blood, marriage or adoption); provided that in the case

A-1

of any transfer or distribution pursuant to clause (b), (c) or (d), (i) each donee, distributee, transferee or beneficiary shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence, or (e) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the restricted period. In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley and Merrill Lynch on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

If:

(1) during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or

(2) prior to the expiration of the restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period;

the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

The undersigned shall not engage in any transaction that may be restricted by this agreement during the 34-day period beginning on the last day of the initial restricted period unless the undersigned requests and receives prior written confirmation from the Company or Morgan Stanley and Merrill Lynch that the restrictions imposed by this agreement have expired.

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.


	Very truly yours,


	(Name)


	(Address)

A-2

EXHIBIT B

FORM OF MANAGER CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 5(C)

_____, 2010

Pursuant to Section 5(c) of the Underwriting Agreement, dated _______, 2010 (the “ Underwriting Agreement ”), by and among Costamare Inc. and Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives (the “ Representatives ”) of the several underwriters named therein (the “ Underwriters ”), [Costamare Shipping][CIEL][Shanghai Costamare] (the “ Manager ”) hereby delivers this certificate (the “ Manager Certificate ”) to the Underwriters on the date first written above. Capitalized terms used herein but not defined herein shall have the meanings given to them in the Underwriting Agreement.

1. Representations and Warranties . The Manager represents and warrants to each Underwriter as of the date hereof and agrees with each Underwriter, as follows:

(a) The Manager has received and reviewed a copy of the Underwriting Agreement.

(b) The Manager has been duly organized, is validly existing as a corporation under the laws of the jurisdiction of its organization, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify would not result in a Manager Material Adverse Effect.

(c) The representations in Sections 1(l), 1(p), 1(t), 1(u), 1(aa), 1(bb) and 1(cc) of the Underwriting Agreement, insofar as such statements in such sections relate to the Manager, are true and correct.

2. Manager Officer’s Certificate . The Manager agrees to deliver to the Representatives at the Closing Date and any Option Closing Date a certificate of an executive officer, dated as of such date, to the effect that the representations and warranties of the Manager set forth in this Manager Certificate are true and correct with the same force and effect as though expressly made at and as of such date.

B-1

EXHIBIT 4.1

COSTAMARE INC.

INCORPORATED UNDER THE LAWS OF THE REPUBLIC
OF THE MARSHALL ISLANDS

TOTAL AUTHORIZED ISSUE
1,000,000,000 COMMON SHARES PAR VALUE $0.0001 EACH
100,000,000 PREFERRED SHARES PAR VALUE $0.0001 EACH

COMMON SHARES

N U M B E R

S H A R E S

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP Y1771G 10 2

THIS IS TO CERTIFY that

is the owner of

FULLY PAID AND NONASSESSABLE COMMON SHARES OF CAPITAL STOCK OF

COSTAMARE INC.

transferable on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.
WITNESS, the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated

SECRETARY

CHIEF EXECUTIVE OFFICER

© SECURITY-COLUMBIAN BANKNOTE COMPANY

The Corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class and each series of a class of shares authorized to be issued by the Corporation. With respect to the preferred shares of the Corporation, in accordance with the Articles of Incorporation, as such have been or may be amended and/or restated of the Corporation, the Board of Directors is expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of the Preferred Stock, for series of Preferred Stock and, with respect to each series, to fix the number of shares constituting such series and designations of such series, the voting power (if any) of the shares of such series and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. Such request may be made to the Secretary of the Corporation or the Transfer Agent.

THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A STOCKHOLDERS RIGHTS AGREEMENT BETWEEN COSTAMARE INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS THE RIGHTS AGENT (THE ”RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF COSTAMARE INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. COSTAMARE INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF WHO IS, WAS OR BECOMES AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


TEN COM	–	as tenants in common	UNIF GIFT MIN ACT	–		Custodian
					(Cust)		(Minor)
TEN ENT	–	as tenants by the entireties			under Uniform Gifts to Minors Act

JT TEN	–	as joint tenants with right of			(State)
		survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

For value received, __________________ hereby sell, assign and transfer unto


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE



PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

___________________________________________________________________________________________ Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _______ _________________________________________________________________________________________________ Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.


Dated

		Signature(s):

		X

		X
	NOTICE:		THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.


Signature(s) Guaranteed
By_____________________________________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

Exhibit 5.1

October 27, 2010

Geoffrey D. Ferrer
Direct Phone 212.908.1201
Direct Fax 877.836.0586
gferrer@cozen.com

Costamare Inc.
60 Zephyrou Street &
Syngrou Avenue
17564 Athens
Greece

Re: Costamare Inc.

Dear Sirs:

We have acted as special counsel as to matters of the law of the Republic of the Marshall Islands (“ Marshall Islands Law ”) to Costamare Inc. (the “ Company ”) in connection with the Company’s Registration Statement on Form F-1 (the “ Registration Statement ”) filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “ Act ”), and the rules and regulations thereunder, with respect to the sale by the Company of up to 15,295,000 shares (the “ Shares ”) of common stock, par value $0.0001 per share, of the Company, including 1,995,000 Shares that may be sold pursuant to the exercise of an over-allotment option, and related preferred stock purchase rights (the “ Rights ”) under a Stockholder Rights Agreement dated as of October 19, 2010 (the “ Stockholder Rights Agreement ”) between the Company and American Stock Transfer & Trust Company, LLC, as rights agent.

In so acting, we have examined originals, or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement and the prospectus (the “ Prospectus ”) included therein, (ii) the underwriting agreement (the “ Underwriting Agreement ”) to be executed between the Company and the underwriters named therein in the form filed by the Company as an exhibit to the Registration Statement, (iii) the Stockholder Rights Agreement, and (iv) originals, or copies certified or otherwise identified to our satisfaction, of all such records of the Company, agreements and other documents, certificates of public officials, officers and representatives of the Company and other appropriate persons, and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination, we have

October 27, 2010
Page 2
_______________________________________

assumed without independent investigation, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as photostatic or facsimile copies, and the accuracy of the factual representations made to us by officers and other representatives of the Company. We have also assumed the power, authority and legal right of all parties (other than the Company) to the Underwriting Agreement and the Stockholder Rights Agreement to enter into and perform their respective obligations thereunder and the due authorization, execution and delivery of such documents by such parties.

This opinion is limited to Marshall Islands Law as of the date hereof. In rendering our opinion in Paragraph E below we have, with your permission, relied on the opinion addressed to you dated the date hereof of Cravath, Swaine & Moore LLP, U.S. counsel to the Company, with respect to the Stockholder Rights Agreement. In rendering our opinion as to the valid existence in good standing of the Company, we have relied solely on a Certificate of Goodstanding issued by the Registrar of Corporations of the Republic of the Marshall Islands on the date hereof.

Based on the foregoing and having regard to legal considerations which we deem relevant, we are of the opinion that:

	A.	The Company is a corporation duly incorporated, validly existing and in good standing under the law of the Republic of The Marshall Islands.

	B.	The Company has the corporate power and corporate authority to enter into, execute, deliver and perform the Stockholder Rights Agreement.

	C.	The Company has taken all corporate action required to authorize the Shares and when the Shares are issued and delivered against payment therefore as contemplated in the Registration Statement, the Shares will be validly issued, fully paid and non-assessable.

	D.	The Company has taken all corporate action required to authorize the execution and delivery of the Stockholder Rights Agreement and the issuance of the Rights, and the Stockholder Rights Agreement has been duly executed and delivered by a duly authorized signatory of the Company.

	E.	When issued in accordance with the terms of the Stockholder Rights Agreement, the Rights will have been validly issued and constitute valid and binding obligations of the Company.

Our opinion in Paragraph E above is subject to the qualification that the rights and remedies of any party to the Stockholder Rights Agreement(a) may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting generally the enforcement of creditors’ rights from time to time in effect, and (b) are subject to general principles of equity (regardless of whether such rights and remedies are considered in a proceeding in equity or at law), including application by a court of competent jurisdiction of principles of good faith, fair dealing, commercial reasonableness, materiality, unconscionability and conflict with public policy or other similar principles.

October 27, 2010
Page 3
_______________________________________

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name in the Prospectus. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

COZEN O'CONNOR
/s/ COZEN O’CONNOR

Exhibit 5.2

[Letterhead of]

CRAVATH, SWAINE & MOORE LLP
[New York Office]

October 27, 2010

Costamare Inc.
Registration Statement on Form F-1

Ladies and Gentlemen:

We have acted as special United States counsel for Costamare Inc., a Marshall Islands corporation (the “Company”), in connection with the filing of the registration statement on Form F-1 referenced above (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of 15,295,000 shares of common stock, par value $0.0001 per share of the Company (and associated preferred stock purchase rights (the “Rights”)), covering the offer and sale by the Company of up to 15,295,000 shares and the associated Rights to the underwriters (the “Underwriters”) pursuant to the terms of the underwriting agreement (the “Underwriting Agreement”) to be executed by the Company and Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representatives of the Underwriters.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Registration Statement and the exhibits thereto and such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including, without limitation, (a) the Second Amended and Restated Certificate of Incorporation of the Company, (b) the First Amended and Restated Bylaws of the Company; and (c) the Stockholders Rights Agreement (the “Stockholder Rights Agreement”) made and entered into as of October 19, 2010 by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent.

Based on the foregoing and subject to the qualifications set forth herein, we are of the opinion as follows:

To the extent governed by the laws of the State of New York, the Stockholder Rights Agreement has been duly authorized, validly executed and delivered

by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in proceeding in equity or at law), and to the extent governed by the laws of the State of New York, the Rights have been duly authorized, validly executed and delivered by the Company and constitute legal, valid and binding obligations of the Company entitled to the benefits of the Stockholders Rights Agreement and enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in proceeding in equity or at law).

We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of the State of New York and the Federal laws of the United States of America. Insofar as this opinion involves matters of law of the Republic of the Marshall Islands, we have, with your approval, relied upon, without independent investigation, the opinion dated October 27, 2010 of Cozen O’Connor, a copy of which has been delivered to you, as to all matters of law covered therein relating to the laws of the Republic of the Marshall Islands.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.2 to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.


	Very truly yours,

	/s/ Cravath, Swaine & Moore LLP

Costamare Inc.
     60 Zephyrou Street &
          Syngrou Avenue
               17564 Athens
                    GREECE
O

Exhibit 10.1

COSTAMARE INC.

- and -

COSTAMARE SHIPPING COMPANY S.A.

MANAGEMENT AGREEMENT

TABLE OF CONTENTS


		Page


ARTICLE I INTERPRETATION		1
ARTICLE II APPOINTMENT		5
ARTICLE III THE PARENT’S GENERAL OBLIGATIONS		7
ARTICLE IV THE MANAGER’S GENERAL OBLIGATIONS		8
ARTICLE V ADMINISTRATIVE SERVICES		10
ARTICLE VI COMMERCIAL SERVICES		13
ARTICLE VII INSURANCE		13
ARTICLE VIII AVAILABILITY OF OFFICERS AND EMPLOYEES		14
ARTICLE IX MANAGEMENT FEES AND EXPENSES		14
ARTICLE X BUDGETS, CORPORATE PLANNING AND EXPENSES		18
ARTICLE XI LIABILITY AND INDEMNITY		20
ARTICLE XII RIGHTS OF THE MANAGER AND RESTRICTIONS ON THE MANAGER’S AUTHORITY		21
ARTICLE XIII TERMINATION OF THIS AGREEMENT		23
ARTICLE XIV NOTICES		25
ARTICLE XV APPLICABLE LAW		26
ARTICLE XVI ARBITRATION		26
ARTICLE XVII MISCELLANEOUS		27

APPENDIX I	Form of Shipmanagement Agreement
APPENDIX II	Form of Supervision Agreement

-i-

THIS MANAGEMENT AGREEMENT (this “ Agreement ”) is made on the day of November, 2010, 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 wholly owns (i) the corporations set out in Schedule A hereto, 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 hereto, as such Schedule B may be amended from time to time (together with the Shipowning Subsidiaries, the “ Subsidiaries ”).

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

(C) The Parent and the Manager desire to adopt this 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. In this Agreement, unless the context otherwise requires:

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

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

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

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

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

“ Consent of the Parent ” means the prior written consent of a 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.

“ 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.

“ 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, Vasileios Konstantakopoulos, Christos Konstantakopoulos or Achillefs 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.

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

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

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

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

“ 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.

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

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

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

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

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

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

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

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

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

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

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 hereof as the technical and 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:


	(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, 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 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 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 hereto, 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 hereto 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 hereto 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 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:


	(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 Group 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 Parent and each Subsidiary.

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.

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 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 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.

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


	(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

AVAILABILITY OF 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, PROVIDED ALWAYS , that any remuneration of any officers, managers, employees or Executive Officers made available by the Manager to any member of the Group, shall be paid by the Parent to the Manager according to terms to be agreed at the time.

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$850 per day per Vessel, payable monthly in arrears (pro rated to reflect the 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 payable to the Manager for such Vessel shall be, subject to Sections 9.2 and 9.3, US$425 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$850 per day, or as the case may be, US$425 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$700,000 per Newbuild under construction for the services rendered by the Manager under the Supervision Agreement in respect of such Newbuild, payable in accordance with the terms of such Supervision Agreement.

SECTION 9.2. The Management Fees will be fixed for the period commencing on the date of this Agreement and ending on the last day of the calendar year falling two years after the date of this Agreement (the “ Fixed Period ”) and shall not be subject to adjustment for Euro/U.S. Dollar exchange rate fluctuations or inflation until the last day of the Fixed Period. For the 12-month period starting on the day falling immediately after the end of the Fixed Period 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 upwards with effect from the beginning of such Annual Period by application, to the relevant per Vessel amount, of a percentage figure equal to four per cent (4%), PROVIDED ALWAYS , that in the event of any of the provisions of Section 9.3 applying, further increases may be applied to such Management Fees as determined pursuant to Section 9.3.

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:


	(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 or which are 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 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.

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.

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.

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 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.

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 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 hereof.

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 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 the last day of the calendar year falling five years after the calendar year that the Effective Date falls in (the “ Initial Term ”). Thereafter the term of this Agreement shall be extended on a year-to-year basis for up to five 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 five 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;

	(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 of 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, 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) five times and (b) the number of full years remaining prior to the date falling five 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.

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 Zefyrou Street & Syngrou Avenue,
	Palaio Faliro, Athens, Greece

Telefax: +30 210 9409081
Attention: Managing Director

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 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 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.

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


COSTAMARE INC.

by


	Name:	Konstantinos Konstantakopoulos
	Title:	CEO

COSTAMARE SHIPPING COMPANY
S.A.

by


	Name: Diamantis Manos
	Title: Director

SCHEDULE A

SHIPOWNING SUBSIDIARIES

1) Achilleas Maritime Corporation

2) Alexia Transport Corp.

3) Angistri Corporation

4) Bullow Investments Inc.

5) Burton Shipping Co.

6) Capetanissa Maritime Corporation

7) Caravokyra Maritime Corporation

8) Christos Maritime Corporation

9) Costachille Maritime Corporation

10) Costis Maritime Corporation

11) Denor Shipping Co.

12) Dino Shipping Co.

13) Fanakos Maritime Corporation

14) Fastsailing Maritime Co.

15) Flow Shipping Co.

16) Grappa Shipping Co.

17) Guildmore Navigation S.A.

18) Honaker Shipping Company

19) Kalamata Shipping Corporation

20) Kelsen Shipping Co.

21) Lang Shipping Co.

22) Lege Shipping Co.

23) Lytton Shipping Co.

24) Marathos Shipping Inc.

25) Marina Maritime Corporation

26) Marvista Maritime Inc.

27) Mas Shipping Co.

28) Mera Shipping Co.

29) Merin Shipping Co.

30) Merten Shipping Co.

31) Miko Shipping Co.

32) Montes Shipping Co.

33) Navarino Maritime Corporation

34) Ray Shipping Co.

35) Rena Maritime Corporation

36) Sims Shipping Co.

37) Takoulis Maritime Corporation

38) West End Shipping Co. Ltd.

39) Venor Shipping Co.

40) Volk Shipping Co.

41) Uriza Shipping Co.

SCHEDULE B

NON-SHIPOWNING SUBSIDIARIES

1. Brookes Shipping Co.

2. Cagney Shipping Co.

3. Convey Shipping Co.

4. Cornas Shipping Co.

5. Davies Shipping Co.

6. Douro Shipping Co.

7. Dome Shipping Co.

8. Idea Shipping Co.

9. Erin Shipping Co.

10. Nigel Shipping Co.

11. Ronda Shipping Co.

12. Royce Shipping Co.

13. Madelia Shipping Co.

14. Mabel Shipping Co.

15. Warrick Shipping Co.

16. Sea Elf Maritime Inc

17. Simone Shipping Co.

18. Adele Shipping Co.

19. Bastian Shipping Co.

20. Cadence Shipping Co.

21. Daina Shipping Co.

22. Edith Shipping Co.

23. Fay Shipping Co.

APPENDIX I

FORM OF SHIPMANAGEMENT AGREEMENT


	Approved by
	the Documentary Committee of The	Approved by
Printed by BIMCO’s idea	Japan Shipping Exchange Inc., Tokyo	the International Ship Managers’ Association (ISMA)


	1.	Date of Agreement [to be dated the date of execution]	THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
		Date of Agreement [to be dated the date of execution]
			STANDARD SHIP MANAGEMENT AGREEMENT

			CODE NAME: “SHIPMAN 98”

				PART I

	2.	Owners (name, place of registered office and law of registry) ( CI. 1 )	3.	Managers (name, place of registered office and law of registry) ( CI. 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) ( Cl. 3.1 ) YES	6.	Technical Management (state “yes” or “no” as agreed) ( Cl. 3.2 ) YES

	7.	Commercial Management (state “yes” or “no” as agreed) ( Cl. 3.3 ) YES	8.	Insurance Arrangements (state “yes” or “no” as agreed) ( Cl. 3.4 ) YES

	9.	Accounting Services (state “yes” or “no” as agreed) ( CI. 3.5 ) YES	10.	Sale or purchase of the Vessel (state “yes” or “no” as agreed) ( Cl. 3.6 ) YES

	11.	Provisions (state “yes” or “no” as agreed) ( Cl. 3.7 ) YES	12.	Bunkering (state “yes” or “no” as agreed) ( Cl. 3.8 ) YES

	13.	Chartering Services Period (only to be filled in if “yes” stated in Box 7) ( Cl. 3.3(i) ) 36 months (including any optional extensions applicable) and with a gross daily rate (or time charter equivalent) of US$[ ]	14.	Owners’ Insurance (state alternative ( i ), ( ii ) or ( iii ) of Cl. 6.3 ) Clause 6.3(ii)

	15.	~~Annual~~ Management Fee (state ~~annual~~ amount) ( Cl. 8.1 ) See Clause 8.1	16.	Severance Costs (state maximum amount) ( Cl. 8.4(ii) ) not applicable

	17.	Day and year of termination of Agreement ( Cl. 17 ) see Clause 17	18.	Law and Arbitration (state alternative 19.1 , 19.2 or 19.3 ; if 19.3 place of arbitration must be stated) ( Cl. 19 ) see Clause 19.1

	19.	Notices (state postal ~~and cable~~ address ~~, telex~~ and telefax number for serving notice and communication to the Owners ) ( Cl. 20 )	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 Annex es “A” (Details of Vessel) ~~, “B” (Details of Crew), “C” (Budget) and “D” (Associated vessels)~~ attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annex ~~es “A” , “B” , “C” and “D”~~ shall prevail over those of PART II to the extent of such conflict but no further. .

	Signature(s) (Owners)		Signature(s) (Managers)
		[name of relevant member of the Group]		COSTAMARE SHIPPING COMPANY S.A.

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

A-A-1

Printed by BIMCO’s idea

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

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

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

Date of Agreement:

[to be completed]

Name of Vessel(s):

[to be completed]

Particulars of Vessel(s):

[to be completed]

A-A-2

~~ANNEX “B” (DETAILS OF CREW) TO~~

~~THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)~~

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

~~Date of Agreement:~~

~~Details of Crew:~~


~~Numbers~~	~~Rank~~	~~Nationality~~
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______

A-A-3

Printed by BIMCO’s idea

~~ANNEX “C” (BUDGET) TO~~

~~THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)~~

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

~~Date of Agreement:~~

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

A-A-4

~~ANNEX “D” (ASSOCIATED VESSELS) TO~~

~~THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)~~

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

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

~~Date of Agreement:~~

~~Details of Associated Vessels:~~

A-A-5

PART II
“SHIPMAN 98” Standard Ship Management Agreement


1.	Definitions	1
	In this Agreement save where the context otherwise requires,	2
	the following words and expressions shall have the meanings	3
	hereby assigned to them.	4

	“Owners” means the party identified in Box 2 .	5
	“Managers” means the party identified in Box 3 .	6
	“Vessel” means the vessel or vessels details of which are set	7
	out in Annex “A” attached hereto.	8
	“Business Day” shall have the same meaning as ascribed
	thereto in Section 1.1 of the Group Management Agreement.
	“Crew” means the Master, officers and ratings employed on the	9
	Vessel from time to time ~~of the numbers,~~
	~~rank and nationality specified in Annex “B” attached hereto.~~	10
	~~“Crew Support Costs”~~ ~~means all expenses of a general nature~~	11
	~~which are not particularly referable to any individual vessel for~~	12
	~~the time being managed by the Managers and which are incurred~~	13
	~~by the Managers for the purpose of providing an efficient and~~	14
	~~economic management service and, without prejudice to the~~	15
	~~generality of the foregoing, shall include the cost of crew standby~~	16
	~~pay, training schemes for officers and ratings, cadet training~~	17
	~~schemes, sick pay, study pay, recruitment and interviews.~~	18
	“Related Manager” shall have the meaning as ascribed thereto	19
	in Section 1.1 of the Group Management Agreement.
	“Severance Costs” means the costs which the employers are
	legally obliged to pay to or in respect of the Crew as a result of	20
	the early termination of any employment contract for service on	21
	the Vessel.	22
	“Crew Insurances” means insurances against crew risks which	23
	shall include but not be limited to death, sickness, repatriation,	24
	injury, shipwreck unemployment indemnity and loss of personal	25
	effects.	26
	“Group Management Agreement” means the agreement dated [ ]
	2010 made between the Parent and the Managers.
	“Management Services” means the services specified in sub-	27
	clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12 .	28
	“ISM Code” means the International Management Code for the	29
	Safe Operation of Ships and for Pollution Prevention as adopted	30
	by the International Maritime Organization (IMO) by resolution	31
	A.741(18) or any subsequent amendment thereto.	32
	“ISPS Code” means the International Ship and Port Facility
	Security Code constituted pursuant to resolution A.924(22) of
	the International Maritime Organisation now set out in Chapter
	XI-2 of the International Convention for the Safety of Life at Sea
	(SOLAS) 1974 (as amended) and the mandatory ISPS Code as
	adopted by a Diplomatic Conference of the International
	Maritime Organisation on Maritime Security in December 2002
	and includes any amendments or extensions to it and any
	regulation issued pursuant to it.
	“Parent” means Costamare Inc. of Trust Company Complex,
	Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall
	Islands MH96960.
	“STCW 95” means the International Convention on Standards	33
	of Training, Certification and Watchkeeping for Seafarers, 1978,	34
	as amended in 1995 or any subsequent amendment thereto.	35

2.	Appointment of Managers	36
	With effect from the day and year stated in Box 4 and continuing	37
	unless and until terminated provided herein, the Owners	38
	hereby appoint the Managers as the technical and commercial managers of the Vessel and the Managers hereby agree	39
	to act as the technical and commercial M m anagers of the Vessel.	40

3.	Basis of Agreement	41
	Subject to the terms and conditions herein provided, during the	42
	period of this Agreement, the Managers shall carry out	43
	Management Services in respect of the Vessel as agents for	44
	and on behalf of the Owners. Subject to Section 4.6 of the Group	45
	Management Agreement, T t he Managers shall have authority
	to take such actions as they may from time to time in their absolute	46
	discretion consider to be necessary to enable them to perform	47
	this Agreement in accordance with sound ship management	48
	practice.	49


3.1	Crew Management	50
(only applicable if agreed according to Box 5 )		51
The Managers shall provide suitably qualified Crew for the Vessel		52
as required by the Owners in accordance with the STCW 95		53
requirements, provision of which includes but is not limited to		54
the following functions:		55
(i)	selecting and engaging the Vessel’s Crew, including payroll	56
	arrangements, pension administration, and insurances for	57
	the Crew other than those mentioned in Clause 6 ;	58
(ii)	ensuring that the applicable requirements of the law of the	59
	flag of the Vessel are satisfied in respect of manning levels,	60
	rank, qualification and certification of the Crew and	61
	employment regulations including Crew’s tax, social	62
	insurance, discipline and other requirements;	63
(iii)	ensuring that all members of the Crew have passed a medical	64
	examination with a qualified doctor certifying that they are fit	65
	for the duties for which they are engaged and are in possession	66
	of valid medical certificates issued in accordance with	67
	appropriate flag State requirements. In the absence of	68
	applicable flag State requirements the medical certificate shall	69
	be dated not more than three months prior to the respective	70
	Crew members leaving their country of domicile and	71
	maintained for the duration of their service on board the Vessel;	72
(iv)	ensuring that the Crew shall have a command of the English	73
	language of a sufficient standard to enable them to perform	74
	their duties safely;	75
(v)	arranging transportation of the Crew, including repatriation ,	76
board and lodging as and when required at rates and types of
accommodations as customary in the industry ;
(vi)	training of the Crew and supervising their efficiency;	77
(vii)	keeping and maintaining full and complete records of any	78
labor agreements which may be entered into with the Crew and,
if applicable, conducting union negotiations;
(viii)	operating the Managers’ drug and alcohol policy unless	79
	otherwise agreed in writing .	80

3.2	Technical Management	81
(only applicable if agreed according to Box 6 )		82
The Managers shall provide technical management which		83
includes, but is not limited to, the following functions:		84
(i)	provision of competent personnel to supervise the	85
	maintenance and general efficiency of the Vessel;	86
(ii)	arrangement and supervision of dry dockings, repairs,	87
	alterations and the upkeep of the Vessel to the standards	88
	required by the Owners provided that the Managers shall	89
	be entitled to incur the necessary expenditure to ensure	90
	that the Vessel will comply with the law of the flag of the	91
	Vessel and of the places where she trades, and all	92
	requirements and recommendations of the classification	93
	society;	94
(iii)	arrangement of the supply of necessary stores, spares and	95
	lubricating oil;	96
(iv)	appointment of surveyors and technical consultants as the	97
	Managers may consider from time to time to be necessary;	98
(v)	development, implementation and maintenance of a Safety	99
	Management System (SMS) in accordance with the ISM	100
	Code (see sub-clauses 4.2 and 5.3 ) and of a security system in	101
	accordance with the ISPS Code;
	(vi) handling any claims against the builder of the Vessel
	arising out of the relevant shipbuilding contract, if
	applicable; and
	(vii) on request by the Owners, providing the Owners with a
	copy of any inspection report, survey, valuation or any other
	similar report prepared by any shipbrokers, surveyors, the
	Class etc..

3.3	Commercial Management	102
(only applicable if agreed according to Box 7 )		103
The Managers shall provide the commercial operation of the		104
Vessel ~~, as required by the Owners~~ , which includes, but is not		105
limited to , the following functions:		106
(i)	providing chartering services ~~in accordance with the Owners’~~	107

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	~~instructions~~ which include, but are not limited to, seeking	108
	and negotiating employment for the Vessel and the conclusion	109
	(including the execution thereof) of charter parties or other	110
	contracts relating to the employment of the Vessel , whether on a voyage, time, demise, contract of affreightment or other basis. If such a	111
	contract exceeds the period and is for a rate that is less than the rate, in either case, stated in Box 13 , consent thereto	112
	in writing shall first be obtained from the Owners.	113
(ii)	arranging of the proper payment to Owners or their nominees	114
	of all hire and/or freight revenues or other moneys of	115
	whatsoever nature to which Owners may be entitled arising	116
	out of the employment of or otherwise in connection with the	117
	Vessel ; .	118
(iii)	providing voyage estimates and accounts and calculating of	119
	hire, freights, demurrage and/or despatch moneys due from	120
	or due to the charterers of the Vessel;	121
(iv)	issuing to the Crew of appropriate voyage instructions and monitoring voyage performance ;	122
(v)	appointing agents;	123
(vi)	appointing stevedores;	124
(vii)	arranging surveys associated with the commercial operation	125
	of the Vessel ;	126
	(viii) carrying out the necessary communications with the shippers, charterers and others involved with the receiving and handling of the Vessel at the relevant loading and discharging ports, including sending any notices required under the terms of the Vessel’s employment at the time; (ix) invoicing on behalf of the Owners all freights, hires, demurrages, outgoing claims, refund of taxes, balances of disbursements, statements of account and other sums due to the Owners and account receivables arising from the operation of the Vessel and, upon the request of the Owners, issuing releases on behalf of the Owners upon receipt of payment or settlement of any such amounts; (x) preparing off-hire statements and/or hire statements; (xi) procuring and arranging for port entrance and clearance, pilots, consular approvals and other services necessary for the management and safe operation of the Vessel; and (xii) reporting to the Owners of any major casualties, damages received or caused by the Vessel or any major release or discharge of oil or other hazardous material not in compliance with any laws.

3.4	Insurance Arrangements’	127
(only applicable if agreed according to Box 8 )		128
The Managers shall arrange insurances in accordance with		129
Clause 6, on such terms and conditions as the Owners shall		130
have instructed or agreed, in particular regarding underwriters, conditions,		131
insured values, deductibles and franchises.		132

3.5	Accounting Services	133
(only applicable if agreed according to Box 9 )		134
Without prejudice to the relevant provisions of the Group		135
Management Agreement and, in particular, but without
limitation, Section 4.11, Section 5.1 and Section 10.6 thereof, T t he Managers
shall:
(i)	establish an accounting system which meets the	136
	requirements of the Owners and provide regular accounting	137
	services, supply regular reports and records,	138
(ii)	maintain the records of all costs and expenditure incurred	139
	as well as data necessary or proper for the settlement of	140
	accounts between the parties.	141

3.6	Sale or Purchase of the Vessel	142
(only applicable if agreed according to Box 10 )		143
The Managers shall, in accordance with the Owners’ instructions,		144
supervise the sale or purchase of the Vessel, including the		145
performance of any sale or purchase agreement, but not		146
negotiation of the same. The Managers shall, on the request of the		147
Owners, either directly or by employing the services of a broker,
endeavor to procure a buyer for the Vessel at a price and
otherwise on terms acceptable to the Owners.
3.7	Provisions (only applicable if agreed according to Box 11* )*	148


	The Managers shall arrange for the supply of provisions.		149

	3.8	Bunkering (only applicable if agreed according to *Box 12* )	150
	The Managers shall arrange for the provision of bunker fuel of the		151
	quality specified by the Owners as required for the Vessel’s trade.		152

4 .	Managers’ Obligations		153
	4.1	Without prejudice to the relevant provisions of the Group	154
	Management Agreement and in particular, but without limitation
	to the foregoing, the provisions of Section 2.3, Section 4.1,
	Section 4.5 and Section 4.7 thereof, T t he Managers undertake to
	use their ~~best endeavours~~ commercially reasonable efforts to
	provide the agreed Management Services as agents for and on		155
	behalf of the Owners in accordance with sound ship management		156
	practice and to protect and promote the interests of the Owners in		157
	all matters relating to the provision of services hereunder.		158
	Provided, however, that the Managers in the performance of their		159
	management responsibilities under this Agreement shall be entitled		160
	to have regard to their overall responsibility in relation to all vessels		161
	as may from time to time be entrusted to their management and		162
	in particular, but without prejudice to the generality of the foregoing,		163
	the Managers shall be entitled to allocate available supplies,		164
	manpower and services in such manner as in the prevailing		165
	circumstances the Managers in their absolute discretion consider		166
	to be fair and reasonable.		167
	4.2	Where the Managers are providing Technical Management	168
	in accordance with sub-clause 3.2 , they shall procure that the		169
	requirements of the law of the flag of the Vessel are satisfied and		170
	they shall in particular be deemed to be the “Company” as defined		171
	by the ISM Code, assuming the responsibility for the operation of		172
	the Vessel and taking over the duties and responsibilities imposed		173
	by the ISM Code and/or the ISPS Code when applicable.		174

5 .	Owners’ Obligations		175
	5.1	Without prejudice to the relevant provisions of the Group	176
	Management Agreement, T t he Owners shall pay all sums due to
	the Managers punctually
	in accordance with the terms of this Agreement.		177
	5.2	Where the Managers are providing Technical Management	178
	in accordance with sub-clause 3.2 , the Owners shall:		179
	(i)	procure that all officers and ratings supplied by them or on	180
		their behalf comply with the requirements of STCW 95;	181
	(ii)	instruct such officers and ratings to obey all reasonable orders	182
		of the Managers in connection with the operation of the	183
		Managers’ safety management system.	184
	5.3	Where the Managers are not providing Technical Management	185
	in accordance with sub-clause 3.2 , the Owners shall procure that		186
	the requirements of the law of the flag of the Vessel are satisfied		187
	and that they, or such other entity as may be appointed by them		188
	and identified to the Managers, shall be deemed to be the		189
	“Company” as defined by the ISM Code assuming the responsibility		190
	for the operation of the Vessel and taking over the duties and		191
	responsibilities imposed by the ISM Code when applicable.		192

6 .	Insurance Policies		193
	The Owners shall procure, ~~whether~~ by instructing the Managers		194
	under sub-clause 3.4 ~~or otherwise,~~ that throughout the period of		195
	this Agreement:		196
	6.1	at the Owners’ expense, the Vessel is insured for not less	197
	than her sound market value or entered for her full gross tonnage,		198
	as the case may be for:		199
	(i)	usual hull and machinery marine risks (including crew	200
		negligence) and excess liabilities;	201
	(ii)	protection and indemnity risks (including pollution risks and	202
		Crew Insurances); ~~and~~	203
	(iii)	war risks (including protection and indemnity and crew risks) ;	204
	and
	(iv)	any other insurance that the Owners determine or the Managers advise them in writing that, in either case, it is prudent or, as the case may be, appropriate on the basis of prevailing market practices to be obtained in respect of the Vessel, its freight/hire or any third party liabilities,
	in each case in accordance with the best practice of prudent owners		205
	of

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	vessels of a similar type to the Vessel, with first class insurance		206
	companies, underwriters or associations (“the Owners’		207
	Insurances”);		208
	6.2	all premiums and calls and applicable deductibles and/or	209
	franchises on the Owners’ Insurances are paid
	promptly by their due date,		210
	6.3	the Owners’ Insurances name the Managers and, subject	211
	to underwriters’ agreement, any third party designated by the		212
	Managers as a joint assured, with full cover, with the Owners		213
	obtaining cover in respect of each of the insurances specified in		214
	sub-clause 6.1 :		215
	(i)	on terms whereby the Managers and any such third party	216
		are liable in respect of premiums or calls arising in connection	217
		with the Owners’ Insurances; or	218
	(ii)	if reasonably obtainable, on terms such that neither the	219
		Managers nor any such third party shall be under any	220
		liability in respect of premiums or calls arising in connection	221
		with the Owners’ Insurances; or	222
	(iii)	on such other terms as may be agreed in writing.	223
	Indicate alternative (i), (ii) or (iii) in Box 14 . If Box 14 is left		224
	blank then (i) applies.		225
	6.4	written evidence is provided, to the reasonable satisfaction	226
	of the Managers, of their compliance with their obligations under		227
	Clause 6 within a reasonable time of the commencement of		228
	the Agreement, and of each renewal date and, if specifically		229
	requested, of each payment date of the Owners’ Insurances.		230

7 .	Income Collected and Expenses Paid on Behalf of Owners		231
	7.1	Without prejudice to the provisions of Section 10.7 of the	232
	Group Management Agreement , A a ll moneys collected by the
	Managers under the terms of
	this Agreement (other than moneys payable by the Owners to		233
	the Managers) and any interest thereon shall be held to the		234
	credit of the Owners in a separate bank account.		235
	7.2	Without prejudice to the provisions of Section 9.7, Section	236
	10.5 and Section 10.8 of the Group Management Agreement, A a ll
	expenses incurred by the Managers under the terms
	of this Agreement on behalf of the Owners (including expenses		237
	as provided in Clause 8 ) may be debited against the Owners		238
	in the account referred to under sub-clause 7.1 but shall in any		239
	event remain payable by the Owners to the Managers on		240
	demand. For the avoidance of doubt, the Managers can make		241
	such demand on the Owners as well as on the Parent as
	provided in Section 10.5 of the Group Management Agreement.
	Furthermore and without prejudice to the generality of the
	provisions of this Clause 7, the Managers shall, subject to being
	placed in funds by the Owners or the Parent, arrange for the
	payment of all ordinary charges incurred in connection with the
	Management Services, including, but not limited to, all canal
	tolls, port charges, amounts due to any governmental
	authority with respect to the Crew and all duties and taxes in
	respect of the Vessel, the cargo, hire or freight (whether levied
	against the Owners, the Parent or the Vessel), insurance
	premiums, advances of balances of disbursements, invoices for
	bunkers, stores, spares, provisions, repairs and any other
	material and/or service in respect of the Vessel.

8 .	Management Fee		242
	8.1	The Owners shall pay to the Managers for their services	243
	as Managers under this Agreement ~~an annual~~ the management		244
	fee s as stated in ~~Box 15~~ Section 9.1(a) and Section 9(b) of the		245
	Group Management Agreement which shall be payable ~~by equal~~
	~~monthly instalments in advance, the first instalment being~~ monthly		246
	in accordance with the provisions of Article IX of the Group
	Management Agreement.
	~~payable on the commencement of this Agreement (see Clause~~		247
	2 ~~and Box 4 ) and subsequent instalments being payable every~~		248
	~~month.~~		249
	8.2	The management fee shall be subject to ~~an annual~~ review	250
	in accordance with the provisions of Sections 9.2 and 9.3 of the		251
	Group Management Agreement ~~on the anniversary date of the~~
	~~Agreement and the proposed~~
	~~fee shall be presented in the annual budget referred to in sub-~~		252
	~~clause 9.1 .~~		253
	8.3	~~The Managers shall, at no extra cost to the Owners, provide~~	254
	~~their own office accommodation, office staff, facilities and~~		255
	~~stationery.~~ Without limiting the generality of Clause 7 the Owners		256


	shall reimburse the Managers for postage and communication		257
	expenses, travelling expenses, and other out of pocket		258
	expenses properly incurred by the Managers in pursuance of		259
	the Management Services.		260
	8.4	The provisions of Section 9.4, Section 9.5, Section 9.6 and Section 9.7 of	261
	the Group Management Agreement shall be deemed as
	incorporated herein mutatis mutandis.
	8.5	The Managers have the right to demand the payment of any
	of the management fees and expenses payable under this
	Agreement either from the Parent or the Owners. Payment of
	any such fees or expenses or any part thereof by either the
	Parent or the Owners shall prevent the Managers from making a
	claim on the other person for the same amount to the extent
	that the same has been already paid to the Managers.
	~~In the event of the appointment of the Managers being~~
	~~terminated by the Owners or the Managers in accordance with~~		262
	~~the provisions of Clauses 17 and 18 other than by reason of~~		263
	~~default by the Managers, or if the Vessel is lost, sold or otherwise~~		264
	~~Disposed of, the “management fee” payable to the Managers~~		265
	~~According to the provisions of sub-clause 8.1 , shall continue to~~		266
	~~be payable for a further period of three calendar months as~~		267
	~~from the termination date. In addition, provided that the~~		268
	~~Managers provide Crew for the Vessel in accordance with sub-~~		269
	~~clause- 3,1 :~~		270
	~~(i)~~	~~the Owners shall continue to pay Crew Support Costs during~~	271
		~~the said further period of three calendar months and~~	272
	~~(ii)~~	~~the Owners shall pay an equitable proportion of any~~	273
		~~Severance Costs which may materialize, not exceeding~~	274
		~~the amount stated in Box 16 .~~	275
	~~8.5~~	~~If the Owners decide to lay up the Vessel whilst this~~	276
	~~Agreement remains in force and such lay up lasts for more~~		277
	~~than three months, an appropriate reduction of the management~~		278
	~~fee for the period exceeding three months until one month~~		279
	~~before the Vessel is again put into service shall be mutually~~		280
	~~agreed between the parties.~~		281
	~~8.6~~ ~~Unless otherwise agreed in writing all discounts and~~		282
	~~commissions obtained by the Managers in the course of the~~		283
	~~management of the Vessel shall be credited to the Owners.~~		284

9 .	Budgets and Management of Funds		285
	9.1	The Owners are aware that the Managers will be preparing	286
	budgets in connection with, inter alia, the provision of the
	Management Services which the Managers will be submitting
	for approval to the Parent in accordance with the provisions of
	Article X of the Group Management Agreement. ~~The Managers~~
	~~shall present to the Owners annually a~~
	~~budget for the following twelve months in such form as the~~		287
	~~Owners require. The budget for the first year hereof is set out~~		288
	~~in Annex “C” hereto. Subsequent annual budgets shall be~~		289
	~~prepared by the Managers and submitted to the Owners not~~		290
	~~less than three months before the anniversary date of the~~		291
	~~commencement of this Agreement (see Clause 2 and Box 4 ).~~		292
	~~9.2~~ ~~The Owners shall indicate to the Managers their acceptance~~		293
	~~and approval of the annual budget within one month of~~		294
	~~presentation and in the absence of any such indication the~~		295
	~~Managers shall be entitled to assume that the Owners have~~		296
	~~accepted the proposed budget.~~		297
	~~9.3~~ ~~Following the agreement of the budget, the Managers shall~~		298
	~~prepare and present to the Owners their estimate of the working~~		299
	~~capital requirement of the Vessel and the Managers shall each~~		300
	~~month up date this estimate. Based thereon,~~ Without prejudice to		301
	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
	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		309
	or, if requested by the Managers, in the name of the Owners .
	~~9.4~~ ~~The Managers shall produce a comparison between~~		310

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	~~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 (where the Manager may		319
	subcontract any of their obligations hereunder, without need of
	obtaining the Owner’s consent for doing so), T t he Managers
	shall not have the right to sub-contract any of
	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		322
	responded to . In the event of such a sub-
	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 XI” 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
	~~protect 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		390
	Management Agreement, W w here the Managers are providing
	Technical Management in
	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
	3.1	Without prejudice to the provisions of Article V of the	399
	Group Management Agreement, but subject to the provisions of
	Section 4.6 of the Group Management Agreement, T t he
	Managers shall handle and settle all claims arising
	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		402
	involving
	third parties.		403
	13.2	The Managers shall, as instructed by the Owners under this	404
	Agreement and/or, as the case may be, Section 4.6 of the Group
	Management Agreement , bring
	or defend actions, suits or proceedings in connection with matters		405
	entrusted to the Managers according to this Agreement.		406
	13.3	The Managers shall also have power to obtain legal or	407
	technical or other outside expert advice in relation to the handling		408
	and settlement of claims and disputes or all other matters		409
	affecting 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

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PART II
“SHIPMAN 98” Standard Ship Management Agreement


	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 hereof ~~the 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 ~~ten~~ 20 ~~running~~ Business d D ays 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)	fail to meet their obligations under sub-clauses 5.2	451
			and 5.3 of this Agreement for any reason within their	452
			control, or	453
		(b)	proceed with the employment of or continue to employ	454
			the Vessel in the carriage of contraband, blockade	455
			running, or in an unlawful trade, or on a voyage which	456
			in the reasonable opinion of the Managers is unduly	457
			hazardous or improper,	458
		the Managers may give notice of the default to the Owners,		459
		requiring them to remedy it as soon as practically possible.		460
		In the event that the Owners fail 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 time~~ such 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 either 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 carry~~		495
	~~on business or makes any special arrangement or composition~~		496
	~~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		499
	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		503
	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~~
	~~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 party 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

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PART II
“SHIPMAN 98” Standard Ship Management Agreement


	~~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 agreed 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

A-A-11

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 [ ] (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.

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

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

ARTICLE II

APPOINTMENT

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

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


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

A-II-2


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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE III

CONSTRUCTION SUPERVISOR’S DUTIES
REGARDING CONSTRUCTION

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


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

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

	(c) to (i) advise the Owner in writing, four (4) Business Days prior to the date on which the delivery installment under the Shipbuilding Contract is 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-II-5


	(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:

	(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.

A-II-6

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 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$700,000 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$350,000 on execution of this Agreement; and

A-II-7


	(b) US$350,000 upon the Construction Supervisor advising the Owner of the completion of the sea trial run of the Vessel.

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

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; or

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

A-II-8


	the other party seeking to have it declared insolvent or bankrupt and such petition is not dismissed or stayed within 40 Business Days of its filing; (iii) the other party shall admit in writing its insolvency or its inability to pay its debts as they mature; (iv) an order is made for the appointment of a liquidator, manager, receiver or trustee of the other party of all or a substantial part of its assets; (v) or if 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) if an order is made or a resolution is passed for the other party’s winding up; or

	(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; or

	(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 hereof, 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

A-II-9

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

SECTION 9.3. In the event that the 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

A-II-10

the addressee it shall be deemed to have been received at the opening of business on the next day which is not a Saturday or Sunday or public holiday); and


	(c) be sent:

	(i) to the Construction Supervisor at:

		COSTAMARE SHIPPING COMPANY S.A. 60 Zephyrou Street & Syngrou Avenue 17564 Athens, Greece Telephone No.: +30 210-949-0000 Fax No.: +30 210-940-6454

	(ii) to the Owner at:

		COSTAMARE INC. 60 Zephyrou Street & Syngrou Avenue 17564 Athens, Greece Telephone No.: +30 210-949-0000 Fax No.: +30 210-940-6454 Attention: Chief Executive Officer

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:


(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; and

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

S-1-1

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-1-2

EXHIBIT 10.8


	Approved by
	the Documentary Committee of The	Approved by
Printed by BIMCO’S idea	Japan Shipping Exchange Inc., Tokyo	the International Ship Managers’ Association (ISMA)


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

		Name		Name
		[name of relevant member of the Group]		CIEL Shipmanagement S.A.

		Place of registered office		Place of registered office
		[to be completed]		Monrovia, Republic of Liberia

		Law of registry		Law of registry
		[to be completed]		Republic of Liberia

	4.	Day and year of commencement of Agreement ( Cl. 2 ) [to be completed on execution]

	5.	Crew Management (state “yes” or “no” as agreed) ( Cl. 3.1 ) YES	6.	Technical Management (state “yes” or “no” as agreed) ( Cl. 3.2 ) YES

	7.	Commercial Management (state “yes” or “no” as agreed) ( Cl. 3.3 ) YES	8.	Insurance Arrangements (state “yes” or “no” as agreed) ( Cl. 3.4 ) NO

	9.	Accounting Services (state “yes” or “no” as agreed) ( CI. 3.5 ) YES	10.	Sale or purchase of the Vessel (state “yes” or “no” as agreed) ( Cl. 3.6 ) YES

	11.	Provisions (state “yes” or “no” as agreed) ( Cl. 3.7 ) YES	12.	Bunkering (state “yes” or “no” as agreed) ( Cl. 3.8 ) YES

	13.	Chartering Services Period (only to be filled in if “yes” stated in Box 7) ( Cl. 3.3(i) ) N/A	14.	Owners’ Insurance (state alternative ( i ), ( ii ) or ( iii ) of Cl. 6.3 ) Clause 6.3(ii)

	15.	~~Annual~~ Daily Management Fee (state ~~annual~~ amount) ( Cl. 8.1 ) $[ ]	16.	Severance Costs (state maximum amount) ( Cl. 8.4(ii) ) not applicable

	17.	Day and year of termination of Agreement ( Cl. 17 ) see Clause 17	18.	Law and Arbitration (state alternative 19.1 , 19.2 or 19.3 ; if 19.3 place of arbitration must be stated) (Cl. 19) see Clause 19.1

	19.	Notices (state postal ~~and cable~~ address ~~, telex~~ and telefax number for serving notice and communication to the Owners ) ( Cl. 20 )	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.		2-6 Aeroporon Street
		60 Zephyrou Street & Syngrou Avenue		175 64 Athens, Greece
		175 64 Athens, Greece		Telefax: +30 210 940 4081
		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 Annex es “A” (Details of Vessel), ~~“B” (Details of Crew), “C” (Budget) and “D” (Associated vessels)~~ attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annex es “A” ~~, “B” , “C” and “D”~~ shall prevail over those of PART II to the extent of such conflict but no further. .

	Signature(s) (Owners)		Signature(s) (Managers)
		[name of relevant member of the Group]		CIEL SHIPMANAGEMENT S.A.

Printed by BIMCO’S idea

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

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

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

Date of Agreement:

[to be completed]

Name of Vessel(s):

[to be completed]

Particulars of Vessel(s):

[to be completed]

~~ANNEX “B” (DETAILS OF CREW) TO~~

~~THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)~~

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

~~Date of Agreement:~~

~~Details of Crew:~~


~~Numbers~~	~~Rank~~	~~Nationality~~
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______

Printed by BIMCO’S idea

~~ANNEX “C” (BUDGET) TO~~

~~THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)~~

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

~~Date of Agreement:~~

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

~~ANNEX “D” (ASSOCIATED VESSELS) TO~~

~~THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)~~

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

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

~~Date of Agreement:~~

~~Details of Associated Vessels:~~

PART II
“SHIPMAN 98” Standard Ship Management Agreement


1.	Definitions	1
	In this Agreement save where the context otherwise requires,	2
	the following words and expressions shall have the meanings	3
	hereby assigned to them.	4

	“Costamare” means Costamare Shipping Company S.A. of	5
	Panama City, Republic of Panama and includes its successors
	in title.
	“Owners” means the party identified in Box 2 .
	“Managers” means the party identified in Box 3 .	6
	“Vessel” means the vessel or vessels details of which are set	7
	out in Annex “A” attached hereto.	8
	“Business Day” shall have the same meaning as ascribed
	thereto in Section 1.1 of the Group Management Agreement.
	“Crew” means the Master, officers and ratings employed on the	9
	Vessel from time to time ~~of the numbers,~~
	~~rank and nationality specified in Annex “B” attached hereto.~~	10
	~~“Crew Support Costs”~~ ~~means all expenses of a general nature~~	11
	~~which are not particularly referable to any individual vessel for~~	12
	~~the time being managed by the Managers and which are incurred~~	13
	~~by the Managers for the purpose of providing an efficient and~~	14
	~~economic management service and, without prejudice to the~~	15
	~~generality of the foregoing, shall include the cost of crew standby~~	16
	~~pay, training schemes for officers and ratings, cadet training~~	17
	~~schemes, sick pay, study pay, recruitment and interviews.~~	18
	“Related Manager” shall have the meaning as ascribed thereto	19
	in Section 1.1 of the Group Management Agreement.
	“Severance Costs” means the costs which the employers are
	legally obliged to pay to or in respect of the Crew as a result of	20
	the early termination of any employment contract for service on	21
	the Vessel.	22
	“Crew Insurances” means insurances against crew risks which	23
	shall include but not be limited to death, sickness, repatriation,	24
	injury, shipwreck unemployment indemnity and loss of personal	25
	effects.	26
	“Group Management Agreement” means the agreement dated [ ]
	2010 made between the Parent and the Managers.
	“Management Services” means the services specified in sub-	27
	clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12 .	28
	“ISM Code” means the International Management Code for the	29
	Safe Operation of Ships and for Pollution Prevention as adopted	30
	by the International Maritime Organization (IMO) by resolution	31
	A.741(18) or any subsequent amendment thereto.	32
	“ISPS Code” means the International Ship and Port Facility
	Security Code constituted pursuant to resolution A.924(22) of
	the International Maritime Organisation now set out in Chapter
	XI-2 of the International Convention for the Safety of Life at Sea
	(SOLAS) 1974 (as amended) and the mandatory ISPS Code as
	adopted by a Diplomatic Conference of the International
	Maritime Organisation on Maritime Security in December 2002
	and includes any amendments or extensions to it and any
	regulation issued pursuant to it.
	“Parent” means Costamare Inc. of Trust Company Complex,
	Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall
	Islands MH96960.
	“STCW 95” means the International Convention on Standards	33
	of Training, Certification and Watchkeeping for Seafarers, 1978,	34
	as amended in 1995 or any subsequent amendment thereto.	35

2.	Appointment of Managers	36
	With effect from the day and year stated in Box 4 and continuing	37
	unless and until terminated provided herein, the Owners	38
	hereby appoint the Managers and the Managers hereby agree	39
	to act as the M m anagers of the Vessel.	40
	The Managers hereby (i) acknowledge that they have received a
	copy of the Group Management Agreement and have reviewed
	all its terms and (ii) agree to abide by such terms so long as the
	provisions thereof relate to the management of the Vessel.

3.	Basis of Agreement	41
	Subject to the terms and conditions herein provided, during the	42
	period of this Agreement, the Managers shall carry out	43
	Management Services in respect of the Vessel as agents for	44


and on behalf of the Owners. Subject to Section 4.6 of the Group		45
Management Agreement, T t he Managers shall have authority
to take such actions as they may from time to time in their absolute		46
discretion consider to be necessary to enable them to perform		47
this Agreement in accordance with sound ship management		48
practice.		49

3.1	Crew Management	50
(only applicable if agreed according to Box 5 )		51
The Managers shall provide suitably qualified Crew for the Vessel		52
as required by the Owners in accordance with the STCW 95		53
requirements, provision of which includes but is not limited to		54
the following functions:		55
(i)	selecting and engaging the Vessel’s Crew, including payroll	56
	arrangements, pension administration, and insurances for	57
	the Crew other than those mentioned in Clause 6 ;	58
(ii)	ensuring that the applicable requirements of the law of the	59
	flag of the Vessel are satisfied in respect of manning levels,	60
	rank, qualification and certification of the Crew and	61
	employment regulations including Crew’s tax, social	62
	insurance, discipline and other requirements;	63
(iii)	ensuring that all members of the Crew have passed a medical	64
	examination with a qualified doctor certifying that they are fit	65
	for the duties for which they are engaged and are in possession	66
	of valid medical certificates issued in accordance with	67
	appropriate flag State requirements. In the absence of	68
	applicable flag State requirements the medical certificate shall	69
	be dated not more than three months prior to the respective	70
	Crew members leaving their country of domicile and	71
	maintained for the duration of their service on board the Vessel;	72
(iv)	ensuring that the Crew shall have a command of the English	73
	language of a sufficient standard to enable them to perform	74
	their duties safely;	75
(v)	arranging transportation of the Crew, including repatriation ,	76
board and lodging as and when required at rates and types of
accommodations as customary in the industry ;
(vi)	training of the Crew and supervising their efficiency;	77
(vii)	keeping and maintaining full and complete records of any	78
labor agreements which may be entered into with the Crew and,
if applicable, conducting union negotiations;
(viii)	operating the Managers’ drug and alcohol policy unless	79
	otherwise agreed in writing .	80

3.2	Technical Management	81
(only applicable if agreed according to Box 6 )		82
The Managers shall provide technical management which		83
includes, but is not limited to, the following functions:		84
(i)	provision of competent personnel to supervise the	85
	maintenance and general efficiency of the Vessel;	86
(ii)	arrangement and supervision of dry dockings, repairs,	87
	alterations and the upkeep of the Vessel to the standards	88
	required by the Owners provided that the Managers shall	89
	be entitled to incur the necessary expenditure to ensure	90
	that the Vessel will comply with the law of the flag of the	91
	Vessel and of the places where she trades, and all	92
	requirements and recommendations of the classification	93
	society;	94
(iii)	arrangement of the supply of necessary stores, spares and	95
	lubricating oil;	96
(iv)	appointment of surveyors and technical consultants as the	97
	Managers may consider from time to time to be necessary;	98
(v)	development, implementation and maintenance of a Safety	99
	Management System (SMS) in accordance with the ISM	100
	Code (see sub-clauses 4.2 and 5.3 ) and of a security system in	101
	accordance with the ISPS Code;
(vi)	handling any claims against the builder of the Vessel
	arising out of the relevant shipbuilding contract, if
	applicable; and
(vii)	on request by the Owners, providing the Owners with a
	copy of any inspection report, survey, valuation or any other
	similar report prepared by any shipbrokers, surveyors, the
	Class etc..

PART II
“SHIPMAN 98” Standard Ship Management Agreement


	3.3	Commercial Management	102
	(only applicable if agreed according to Box 7 )		103
	The Managers shall provide ~~the commercial operation of the~~		104
	~~Vessel~~ , as required by the Owners, ~~which includes, but is not~~		105
	~~limited to~~ , the following functions:		106
	~~(i)~~ ~~providing chartering services in accordance with the Owners’~~		107
		~~instructions which include, but are not limited to, seeking~~	108
		~~and negotiating employment for the Vessel and the conclusion~~	109
		~~(including the execution thereof) of charter parties or other~~	110
		~~contracts relating to the employment of the Vessel. If such a~~	111
		~~contract exceeds the period stated in Box 13 , consent thereto~~	112
		~~in writing shall first be obtained from the Owners.~~	113
	~~(ii)~~ ~~arranging of the proper payment to Owners or their nominees~~		114
		~~of all hire and/or freight revenues or other moneys of~~	115
		~~whatsoever nature to which Owners may be entitled arising~~	116
		~~out of the employment of or otherwise in connection with the~~	117
		~~Vessel.~~	118
	~~(iii)~~ ~~providing voyage estimates and accounts and calculating of~~		119
		~~hire, freights, demurrage and/or despatch moneys due from~~	120
		~~or due to the charterers of the Vessel;~~	121
	(i v )	issuing of ~~voyage~~ instructions;	122
	( v ii )	appointing agents;	123
	( v iii )	appointing stevedores;	124
	( i v ii )	arranging surveys associated with the commercial operation	125
		of the Vessel;	126

	3.4	Insurance Arrangements’	127
	(only applicable if agreed according to Box 8 )		128
	The Managers shall arrange insurances in accordance with		129
	Clause 6, on such terms and conditions as the Owners shall		130
	have instructed or agreed, in particular regarding conditions,		131
	insured values, deductibles and franchises.		132

	3.5	Accounting Services	133
	(only applicable if agreed according to Box 9 )		134
	Without prejudice to the relevant provisions of the Group		135
	Management Agreement and, in particular, but without
	limitation, Section 4.11 and Section 10.6 thereof, T t he Managers
	shall:
	(i)	establish an accounting system which meets the	136
		requirements of the Owners and provide regular accounting	137
		services, supply regular reports and records,	138
	(ii)	maintain the records of all costs and expenditure incurred	139
		as well as data necessary or proper for the settlement of	140
		accounts between the parties.	141

	3.6	Sale or Purchase of the Vessel	142
	(only applicable if agreed according to Box 10 )		143
	The Managers shall, in accordance with the Owners’ instructions,		144
	~~supervise the sale or purchase~~ attend to the physical delivery of		145
	the Vessel, ~~including the~~
	~~performance of~~ and any matters specifically relating thereto		146
	under any sale or purchase agreement ~~, but not~~
	~~negotiation of the same~~ .		147

	3.7	Provisions (only applicable if agreed according to Box 11 )	148
	The Managers shall arrange for the supply of provisions.		149

	3.8	Bunkering (only applicable if agreed according to Box 12 )	150
	The Managers shall arrange for the provision of bunker fuel of the		151
	quality specified by the Owners as required for the Vessel’s trade.		152

4 .	Managers’ Obligations		153
	4.1	The Managers undertake to use their ~~best endeavours~~	154
	commercially reasonable efforts to
	provide the agreed Management Services as agents for and on		155
	behalf of the Owners in accordance with sound ship management		156
	practice and to protect and promote the interests of the Owners in		157
	all matters relating to the provision of services hereunder.		158
	Provided, however, that the Managers in the performance of their		159
	management responsibilities under this Agreement shall be entitled		160
	to have regard to their overall responsibility in relation to all vessels		161
	as may from time to time be entrusted to their management and		162


	in particular, but without prejudice to the generality of the foregoing,		163
	the Managers shall be entitled to allocate available supplies,		164
	manpower and services in such manner as in the prevailing		165
	circumstances the Managers in their absolute discretion consider		166
	to be fair and reasonable.		167
	4.2	Where the Managers are providing Technical Management	168
	in accordance with sub-clause 3.2 , they shall procure that the		169
	requirements of the law of the flag of the Vessel are satisfied and		170
	they shall in particular be deemed to be the “Company” as defined		171
	by the ISM Code, assuming the responsibility for the operation of		172
	the Vessel and taking over the duties and responsibilities imposed		173
	by the ISM Code and/or the ISPS Code when applicable.		174
	4.3	In the exercise of their duties hereunder, the Managers shall
	act in accordance with the reasonable policies, guidelines and
	instructions from time to time communicated to it in writing by
	the Owners.
	4.4	During this Agreement, the Managers shall promote the
	business of the Owners in accordance with the directions of the
	authorized representative or, as the case may be,
	representatives of the Owners 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.

5 .	Owners’ Obligations		175
	5.1	The Owners shall pay all sums due to the Managers punctually	176
	in accordance with the terms of this Agreement.		177
	5.2	Where the Managers are providing Technical Management	178
	in accordance with sub-clause 3.2 , the Owners shall:		179
	(i)	procure that all officers and ratings supplied by them or on	180
		their behalf comply with the requirements of STCW 95;	181
	(ii)	instruct such officers and ratings to obey all reasonable orders	182
		of the Managers in connection with the operation of the	183
		Managers’ safety management system.	184
	5.3	Where the Managers are not providing Technical Management	185
	in accordance with sub-clause 3.2 , the Owners shall procure that		186
	the requirements of the law of the flag of the Vessel are satisfied		187
	and that they, or such other entity as may be appointed by them		188
	and identified to the Managers, shall be deemed to be the		189
	“Company” as defined by the ISM Code assuming the responsibility		190
	for the operation of the Vessel and taking over the duties and		191
	responsibilities imposed by the ISM Code when applicable.		192

6 .	Insurance Policies		193
	The Owners shall procure, ~~whether by instructing the Managers~~		194
	~~under sub-clause 3.4 or otherwise,~~ that throughout the period of		195
	this Agreement:		196
	6.1	at the Owners’ expense, the Vessel is insured for not less	197
	than her sound market value or entered for her full gross tonnage,		198
	as the case may be for:		199
	(i)	usual hull and machinery marine risks (including crew	200
		negligence) and excess liabilities;	201
	(ii)	protection and indemnity risks (including pollution risks and	202
		Crew Insurances); and	203
	(iii)	war risks (including protection and indemnity and crew risks);	204
	in each case in accordance with the best practice of prudent owners		205
	of
	vessels of a similar type to the Vessel, with first class insurance		206
	companies, underwriters or associations (“the Owners’		207
	Insurances”);		208
	6.2	all premiums and calls and applicable deductibles and/or	209
	franchises on the Owners’ Insurances are paid
	promptly by their due date,		210
	6.3	the Owners’ Insurances name the Managers and, subject	211
	to underwriters’ agreement, any third party designated by the		212
	Managers as a joint assured, with full cover, with the Owners		213
	obtaining cover in respect of each of the insurances specified in		214
	sub-clause 6.1 :		215
	(i)	on terms whereby the Managers and any such third party	216
		are liable in respect of premiums or calls arising in connection	217
		with the Owners’ Insurances; or	218

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“SHIPMAN 98” Standard Ship Management Agreement


	(ii)	if reasonably obtainable, on terms such that neither the	219
		Managers nor any such third party shall be under any	220
		liability in respect of premiums or calls arising in connection	221
		with the Owners’ Insurances; or	222
	(iii)	on such other terms as may be agreed in writing.	223
	Indicate alternative (i), (ii) or (iii) in Box 14 . If Box 14 is left		224
	blank then (i) applies.		225
	6.4	written evidence is provided, to the reasonable satisfaction	226
	of the Managers, of their compliance with their obligations under		227
	Clause 6 within a reasonable time of the commencement of		228
	the Agreement, and of each renewal date and, if specifically		229
	requested, of each payment date of the Owners’ Insurances.		230

7 .	Income Collected and Expenses Paid on Behalf of Owners		231
	7.1	All moneys collected by the Managers under the terms of	232
	this Agreement (other than moneys payable by the Owners to		233
	the Managers) and any interest thereon shall be held to the		234
	credit of the Owners in a separate bank account.		235
	7.2	Without prejudice to the provisions of Clause 9.5 hereof, A a ll	236
	expenses incurred by the Managers under the terms
	of this Agreement on behalf of the Owners (including expenses		237
	as provided in Clause 8 ) may be debited against the Owners		238
	in the account referred to under sub-clause 7.1 but shall in any		239
	event remain payable by the Owners to the Managers on		240
	demand. For the avoidance of doubt, the Managers can make		241
	such demand on the Owners as well as on the Parent as
	provided in Section 10.5 of the Group Management Agreement.
	Furthermore and without prejudice to the generality of the
	provisions of this Clause 7, the Managers shall, subject to being
	placed in funds by the Owners or the Parent, arrange for the
	payment of all ordinary charges incurred in connection with the
	Management Services, including, but not limited to, any
	amounts due to any governmental authority with respect to the
	Crew, invoices for bunkers, stores, spares, provisions, repairs
	and any other material and/or service in respect of the Vessel.

8 .	Management Fee		242
	8.1	The Owners shall pay to the Managers for their services	243
	as Managers under this Agreement ~~an annual~~ a daily management		244
	fee as stated in Box 15 which shall be payable ~~by equal~~		245
	monthly ~~instalments~~ in ~~advance~~ arrears ~~, the first instalment being~~		246
	~~payable on the commencement of this Agreement (see Clause~~		247
	2 ~~and Box 4 ) and subsequent installments being payable every~~		248
	~~Month.~~		249
	8.2	The daily management fee shall be subject to an annual review	250
	~~on the anniversary date of the Agreement~~ and the proposed		251
	fee shall be presented in the annual budget referred to in sub-		252
	clause 9.1 .		253
	8.3	The Managers shall, at no extra cost to the Owners, provide	254
	their own office accommodation, office staff, facilities and		255
	stationery. Without limiting the generality of Clause 7 the Owners		256
	shall reimburse the Managers for postage and communication		257
	expenses, travelling expenses, and other out of pocket		258
	expenses properly incurred by the Managers in pursuance of		259
	the Management Services.		260
	8.4	The provisions of Section 9.4, Section 9.5 and Section 9.7 of	261
	the Group Management Agreement shall be deemed as
	incorporated herein mutatis mutandis.
	8.5	The Managers have the right to demand the payment of any
	of the management fees and expenses payable under this
	Agreement either from the Parent or the Owners. Payment of
	any such fees or expenses or any part thereof by either the
	Parent or the Owners shall prevent the Managers from making a
	claim on the other person for the same amount to the extent
	that the same has been already paid to the Managers.
	~~In the event of the appointment of the Managers being~~
	~~terminated by the Owners or the Managers in accordance with~~		262
	~~the provisions of Clauses 17 and 18 other than by reason of~~		263
	~~default by the Managers, or if the Vessel is lost, sold or otherwise~~		264
	~~Disposed of, the “management fee” payable to the Managers~~		265
	~~According to the provisions of sub-clause 8.1 , shall continue to~~		266
	~~be payable for a further period of three calendar months as~~		267
	~~from the termination date. In addition, provided that the~~		268
	~~Managers provide Crew for the Vessel in accordance with sub-~~		269


	~~clause -3,1 :~~		270
	~~(i)~~	~~the Owners shall continue to pay Crew Support Costs during~~	271
		~~the said further period of three calendar months and~~	272
	~~(ii)~~	~~the Owners shall pay an equitable proportion of any~~	273
		~~Severance Costs which may materialize, not exceeding~~	274
		~~the amount stated in Box 16 .~~	275
	~~8.5~~	~~If the Owners decide to lay up the Vessel whilst this~~	276
	~~Agreement remains in force and such lay up lasts for more~~		277
	~~than three months, an appropriate reduction of the management~~		278
	~~fee for the period exceeding three months until one month~~		279
	~~before the Vessel is again put into service shall be mutually~~		280
	~~agreed between the parties.~~		281
	~~8.6~~	~~Unless otherwise agreed in writing all discounts and~~	282
	~~commissions obtained by the Managers in the course of the~~		283
	~~management of the Vessel shall be credited to the Owners.~~		284

9 .	Budgets and Management of Funds		285
	9.1	The Owners and the Managers are aware that Costamare will	286
	be preparing budgets in connection with, inter alia, the
	provision of the Management Services which Costamare will be
	submitting for approval to the Parent in accordance with the
	provisions of Article X of the Group Management Agreement.
	9.2	The Managers shall present to ~~the Owners~~ Costamare annually a
	budget for the following twelve months in such form as ~~the~~		287
	~~Owners~~ Costamare require s . ~~The budget for the first year hereof is~~		288
	~~set out~~
	~~in Annex “C” hereto. Subsequent annual b~~ B udgets shall be		289
	prepared by the Managers and submitted to ~~the Owners~~ Costamare		290
	not
	~~less than three months before the anniversary date of the~~		291
	~~commencement of~~ later than 30 September of each calendar year		292
	during this Agreement (see Clause 2 and Box 4 ).
	9. 3 2	Costamare ~~The Owners~~ shall indicate to the Managers ~~their~~ its	293
	acceptance
	and approval of the annual budget within one month of		294
	presentation and in the absence of any such indication the		295
	Managers shall be entitled to assume that the Owners have		296
	accepted the proposed budget.		297
	9. 3 4 ~~Following the agreement of the budget, the Managers shall~~		298
	~~prepare and present to the Owners their estimate of the working~~		299
	~~capital requirement of the Vessel and the Managers shall each~~		300
	~~month up date this estimate. Based thereon,~~ Without prejudice to		301
	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
	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		309
	or, if requested by the Managers, in the name of the Owners.
	~~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 (where the Manager may		319
	subcontract any of their obligations hereunder, without need of
	obtaining the Owner’s consent for doing so), T t he Managers
	shall not have the right to sub-contract any of
	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		322
	responded to . In the event of such a sub-

PART II
“SHIPMAN 98” Standard Ship Management Agreement


	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 XI” 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


	~~protect 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
	Where 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 Subject to the provisions of Section 4.6 of the Group	399
	Management Agreement, T t he Managers shall
	handle and settle all claims arising
	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	402
	involving
	third parties.	403
	13.2 The Managers shall, as instructed by the Owners under this	404
	Agreement , bring
	or defend actions, suits or proceedings in connection with matters	405
	entrusted to the Managers according to this Agreement.	406
	13.3 The Managers shall also have power to obtain legal or	407
	technical or other outside expert advice in relation to the handling	408
	and settlement of claims and disputes or all other matters	409
	affecting 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 hereof ~~the 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

PART II
“SHIPMAN 98” Standard Ship Management Agreement


	~~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 ~~ten~~ 20 ~~running~~ Business d D ays 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)	fail to meet their obligations under sub-clauses 5.2	451
				and 5.3 of this Agreement for any reason within their	452
				control, or	453
			(b)	proceed with the employment of or continue to employ	454
				the Vessel in the carriage of contraband, blockade	455
				running, or in an unlawful trade, or on a voyage which	456
				in the reasonable opinion of the Managers is unduly	457
				hazardous or improper,	458
		the Managers may give notice of the default to the Owners,			459
		requiring them to remedy it as soon as practically possible.			460
		In the event that the Owners fail 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 time~~ such 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 either 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 carry~~				495
	~~on business or makes any special arrangement or composition~~				496
	~~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				499
	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	503
	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 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. Until such time as the arbitrators finally close
	the hearings, either party shall have the right by written notice
	served on the arbitrators and on the other party to specify
	further disputes or differences under this Agreement for hearing
	and determination. The arbitrators may grant any relief, and
	render an award, which they or a majority of them deem just and
	equitable and within the scope of this Agreement, including but
	not limited to the posting of security. Awards pursuant to this
	Clause 19.1 may include costs and judgments may be entered
	upon any award made herein in any court having jurisdiction.
	~~and any dispute arising out of or~~
	~~in connection with this Agreement shall be referred to arbitration~~	504
	~~in London in accordance with the Arbitration Act 1996- or~~	505
	~~any statutory modification or re-enactment thereof save to~~	506
	~~the extent necessary to give effect to the provisions of this~~	507
	~~Clause.~~	508
	~~The arbitration shall be conducted in accordance with the~~	509
	~~London Maritime Arbitrators Association (LMAA) Terms~~	510
	~~current at the time when the arbitration proceedings are~~	511
	~~commenced.~~	512
	~~The reference shall be to three arbitrators. A party wishing~~	513
	~~to refer a dispute to arbitration shall appoint its arbitrator~~	514
	~~and send notice of such appointment in writing to the other~~	515
	~~party requiring the other party to appoint its own arbitrator~~	516
	~~within 14 calendar days of that notice and stating that it will~~	517
	~~appoint its arbitrator as sole arbitrator unless the other party~~	518
	~~appoints its own arbitrator and gives notice that it has done~~	519
	~~so within the 14 days specified. If the other party does not~~	520
	~~appoint its own arbitrator and give notice that it has done so~~	521
	~~within the 14 days specified, the party 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

PART II
“SHIPMAN 98” Standard Ship Management Agreement


	~~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 agreed 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

EXHIBIT 10.9


	Approved by
	the Documentary Committee of The	Approved by
Printed by BIMCO’S idea	Japan Shipping Exchange Inc., Tokyo	the International Ship Managers’ Association (ISMA)


	1.	Date of Agreement [to be dated the date of execution]	THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
		Date of Agreement [to be dated the date of execution]
			STANDARD SHIP MANAGEMENT AGREEMENT

			CODE NAME: “SHIPMAN 98”

				PART I

	2.	~~Owners~~ Head Managers (name, place of registered office and law of registry) ( CI. 1 )	3.	~~Managers~~ Sub-managers (name, place of registered office and law of registry) ( CI. 1 )

		Name		Name
		Costamare Shipping Company S.A.		Shanghai Costamare Ship Management Co. Ltd.

		Place of registered office		Place of registered office
		Panama City, Republic of Panama		Shanghai, P.R.C.

		Law of registry		Law of registry
		Republic of Panama		P.R.C.

	4.	Day and year of commencement of Agreement ( Cl. 2 ) [to be completed on execution]

	5.	Crew Management (state “yes” or “no” as agreed) ( Cl. 3.1 ) YES	6.	Technical Management (state “yes” or “no” as agreed) ( Cl. 3.2 ) NO

	7.	Commercial Management (state “yes” or “no” as agreed) ( Cl. 3.3 ) YES	8.	Insurance Arrangements (state “yes” or “no” as agreed) ( Cl. 3.4 ) YES

	9.	Accounting Services (state “yes” or “no” as agreed) ( CI. 3.5 ) YES	10.	Sale or purchase of the Vessel (state “yes” or “no” as agreed) ( Cl. 3.6 ) YES

	11.	Provisions (state “yes” or “no” as agreed) ( Cl. 3.7 ) YES	12.	Bunkering (state “yes” or “no” as agreed) ( Cl. 3.8 ) YES

	13.	Chartering Services Period (only to be filled in if “yes” stated in Box 7) ( Cl. 3.3(i) ) N/A	14.	~~Owners’~~ Head Managers’ Insurance (state alternative ( i ), ( ii ) or ( iii ) of Cl. 6.3 ) Clause 6.3(ii)

	15.	~~Annual~~ Daily Management Fee (state ~~annual~~ amount) ( Cl. 8.1 ) $[ ]	16.	Severance Costs (state maximum amount) ( Cl. 8.4(ii) ) not applicable

	17.	Day and year of termination of Agreement ( Cl. 17 ) see Clause 17	18.	Law and Arbitration (state alternative 19.1 , 19.2 or 19.3 ; if 19.3 place of arbitration must be stated) (Cl. 19) see Clause 19.1

	19.	Notices (state postal ~~and cable~~ address ~~, telex~~ and telefax number for serving notice and communication to the ~~Owners~~ Head Managers ) ( Cl. 20 )	20.	Notices (state postal ~~and cable~~ address ~~, telex~~ and telefax number for serving notice and communication to the ~~Managers~~ Sub-managers ) ( Cl. 20 )
		Costamare Shipping Company, S.A.		38F Sino Life Tower
		60 Zephyrou Street & Syngrou Avenue		707 Zhangyang Rd.
		Athens, Greece		Pudong New District
		Telefax: + 30 210 940 9051		Shanghai, P.R.C. 200122
		Attention: Chief Executive Officer		Telefax: +86 21 58359320 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 Annex es “A” (Details of Vessel) ~~, “B” (Details of Crew), “C” (Budget) and “D” (Associated vessels)~~ attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annex es “A” ~~, “B” , “C” and “D”~~ shall prevail over those of PART II to the extent of such conflict but no further. .

	Signature(s) ( ~~Owners’~~ Head Managers )		Signature(s) ( ~~Managers~~ Sub-managers )
		COSTAMARE SHIPPING COMPANY S.A.		SHANGHAI COSTAMARE SHIP MANAGEMENT CO. LTD.

Printed by BIMCO’S idea

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

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

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

Date of Agreement:

[to be completed]

Name of Vessel(s):

[to be completed]

Particulars of Vessel(s):

[to be completed]

~~ANNEX “B” (DETAILS OF CREW) TO~~

~~THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)~~

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

~~Date of Agreement:~~

~~Details of Crew:~~


~~Numbers~~	~~Rank~~	~~Nationality~~
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______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______

Printed by BIMCO’S idea

~~ANNEX “C” (BUDGET) TO~~

~~THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)~~

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

~~Date of Agreement:~~

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

~~ANNEX “D” (ASSOCIATED VESSELS) TO~~

~~THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)~~

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

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

~~Date of Agreement:~~

~~Details of Associated Vessels:~~

PART II
“SHIPMAN 98” Standard Ship Management Agreement


1.	Definitions	1
	In this Agreement save where the context otherwise requires,	2
	the following words and expressions shall have the meanings	3
	hereby assigned to them.	4


	“ ~~Owners~~ Head Managers* ”* means the party identified in Box 2 .	5
	“ ~~Managers~~ Sub-managers* ”* means the party identified in Box 3 .	6
	“Owners” means [insert name of relevant subsidiary] of [] and	7
	includes its successors in title.
	“Vessel” means the vessel or vessels details of which are set
	out in Annex “A” attached hereto.	8
	“Business Day” shall have the same meaning as ascribed
	thereto in Section 1.1 of the Group Management Agreement.
	“Crew” means the Master, officers and ratings employed on the	9
	Vessel from time to time ~~of the numbers,~~
	~~rank and nationality specified in Annex “B” attached hereto.~~	10
	~~“Crew Support Costs”~~ ~~means all expenses of a general nature~~	11
	~~which are not particularly referable to any individual vessel for~~	12
	~~the time being managed by the Managers and which are incurred~~	13
	~~by the Managers for the purpose of providing an efficient and~~	14
	~~economic management service and, without prejudice to the~~	15
	~~generality of the foregoing, shall include the cost of crew standby~~	16
	~~pay, training schemes for officers and ratings, cadet training~~	17
	~~schemes, sick pay, study pay, recruitment and interviews.~~	18
	“Related Sub-manager” shall have the meaning as ascribed	19
	thereto in Section 1.1 of the Group Management Agreement.
	“Severance Costs” means the costs which the employers are
	legally obliged to pay to or in respect of the Crew as a result of	20
	the early termination of any employment contract for service on	21
	the Vessel.	22
	“Crew Insurances” means insurances against crew risks which	23
	shall include but not be limited to death, sickness, repatriation,	24
	injury, shipwreck unemployment indemnity and loss of personal	25
	effects.	26
	“Group Management Agreement” means the agreement dated [ ]
	2010 made between the Parent and the Managers.
	“Management Services” means the services specified in sub-	27
	clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12 .	28
	“ISM Code” means the International Management Code for the	29
	Safe Operation of Ships and for Pollution Prevention as adopted	30
	by the International Maritime Organization (IMO) by resolution	31
	A.741(18) or any subsequent amendment thereto.	32
	“ISPS Code” means the International Ship and Port Facility
	Security Code constituted pursuant to resolution A.924(22) of
	the International Maritime Organisation now set out in Chapter
	XI-2 of the International Convention for the Safety of Life at Sea
	(SOLAS) 1974 (as amended) and the mandatory ISPS Code as
	adopted by a Diplomatic Conference of the International
	Maritime Organisation on Maritime Security in December 2002
	and includes any amendments or extensions to it and any
	regulation issued pursuant to it.
	“Parent” means Costamare Inc. of Trust Company Complex,
	Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall
	Islands MH96960 and includes its successors in title.
	“STCW 95” means the International Convention on Standards	33
	of Training, Certification and Watchkeeping for Seafarers, 1978,	34
	as amended in 1995 or any subsequent amendment thereto.	35

	Head Management Agreement” means the “Shipman 98” form
	shipmanagement agreement dated [ ] 2010 made between the
	Owners and the Head Managers in respect of the management
	of the Vessel by the Head Managers.
2.	Appointment of M Sub-m anagers	36
	With effect from the day and year stated in Box 4 and continuing	37
	unless and until terminated provided herein, the ~~Owners~~ Head	38
	Managers
	hereby appoint the ~~Managers~~ Sub-managers and the ~~Managers~~	39
	Sub-managers hereby agree


	to act as the ~~Managers~~ Sub-managers of the Vessel.		40
	The Sub-managers hereby acknowledge that they are aware that
	the Head Managers have been appointed as the managers of the
	Vessel pursuant to the Head Management Agreement.
	The Sub-managers hereby (i) acknowledge that they have
	received a copy of the Group Management Agreement and have
	reviewed all its terms and (ii) agree to abide by such terms so
	long as the provisions thereof relate to the management of the
	Vessel.

3.	Basis of Agreement		41
	Subject to the terms and conditions herein provided, during the		42
	period of this Agreement, the ~~Managers~~ Sub-managers shall carry		43
	out
	Management Services in respect of the Vessel as agents for		44
	and on behalf of the ~~Owners~~ Head Managers. Subject to Section 4.6		45
	of the Group Management Agreement, T t he
	~~Managers~~ Sub- managers shall have authority
	to take such actions as they may from time to time in their absolute		46
	discretion consider to be necessary to enable them to perform		47
	this Agreement in accordance with sound ship management		48
	practice.		49

	3.1 Crew Management		50
	(only applicable if agreed according to Box 5 )		51
	The ~~Managers~~ Sub-managers shall provide suitably qualified Crew		52
	for the Vessel
	as required by the ~~Owners~~ Head Managers in accordance with the		53
	STCW 95
	requirements, provision of which includes but is not limited to		54
	the following functions:		55
	(i)	selecting and engaging the Vessel’s Crew, including payroll	56
		arrangements, pension administration, and insurances for	57
		the Crew other than those mentioned in Clause 6 ;	58
	(ii)	ensuring that the applicable requirements of the law of the	59
		flag of the Vessel are satisfied in respect of manning levels,	60
		rank, qualification and certification of the Crew and	61
		employment regulations including Crew’s tax, social	62
		insurance, discipline and other requirements;	63
	(iii)	ensuring that all members of the Crew have passed a medical	64
		examination with a qualified doctor certifying that they are fit	65
		for the duties for which they are engaged and are in possession	66
		of valid medical certificates issued in accordance with	67
		appropriate flag State requirements. In the absence of	68
		applicable flag State requirements the medical certificate shall	69
		be dated not more than three months prior to the respective	70
		Crew members leaving their country of domicile and	71
		maintained for the duration of their service on board the Vessel;	72
	(iv)	ensuring that the Crew shall have a command of the English	73
		language of a sufficient standard to enable them to perform	74
		their duties safely;	75
	(v)	arranging transportation of the Crew, including repatriation ,	76
	board and lodging as and when required at rates and types of
	accommodations as customary in the industry ;
	(vi)	training of the Crew and supervising their efficiency;	77
	(vii)	keeping and maintaining full and complete records of any	78
	labor agreements which may be entered into with the Crew and,
	if applicable, conducting union negotiations;
	(viii) operating the ~~Managers’~~ Head Managers’ drug and alcohol		79
	policy unless
		otherwise agreed in writing .	80

	3.2 Technical Management		81
	(only applicable if agreed according to Box 6 )		82
	The ~~Managers~~ Sub-managers shall provide technical management		83
	which
	includes, but is not limited to, the following functions:		84
	(i)	provision of competent personnel to supervise the	85
		maintenance and general efficiency of the Vessel;	86
	(ii)	arrangement and supervision of dry dockings, repairs,	87
		alterations and the upkeep of the Vessel to the standards	88
		required by the ~~Owners~~ Head Managers provided that the	89

PART II
“SHIPMAN 98” Standard Ship Management Agreement


	~~Managers~~ Sub-managers shall
	be entitled to incur the necessary expenditure to ensure	90
	that the Vessel will comply with the law of the flag of the	91
	Vessel and of the places where she trades, and all	92
	requirements and recommendations of the classification	93
	society;	94
(iii)	arrangement of the supply of necessary stores, spares and	95
	lubricating oil;	96
(iv)	appointment of surveyors and technical consultants as the	97
	~~Managers~~ Sub-managers may consider from time to time to be	98
	necessary;
(v)	development, implementation and maintenance of a Safety	99
	Management System (SMS) in accordance with the ISM	100
	Code (see sub-clauses 4.2 and 5.3 ) and of a security system in	101
	accordance with the ISPS Code;
	(vi) handling any claims against the builder of the Vessel
	arising out of the relevant shipbuilding contract, if
	applicable; and
	(vii) providing the Head Managers with a copy of any
	inspection report, survey, valuation or any other similar
	report prepared by any shipbrokers, surveyors, the Class
	etc..

3.3	Commercial Management	102
(only applicable if agreed according to Box 7 )		103
The ~~Managers~~ Sub-managers shall provide ~~the commercial~~		104
~~operation of the~~
~~Vessel~~ , as required by the ~~Owners~~ Head Managers , ~~which includes,~~		105
~~but is not~~
~~limited to,~~ the following functions:		106
(i) providing chartering services in accordance with the Owners’		107
	~~instructions which include, but are not limited to, seeking~~	108
	~~and negotiating employment for the Vessel and the conclusion~~	109
	~~(including the execution thereof) of charter parties or other~~	110
	~~contracts relating to the employment of the Vessel. If such a~~	111
	~~contract exceeds the period stated in Box 13 , consent thereto~~	112
	~~in writing shall first be obtained from the Owners.~~	113
(ii) arranging of the proper payment to Owners or their nominees		114
	~~of all hire and/or freight revenues or other moneys of~~	115
	~~whatsoever nature to which Owners may be entitled arising~~	116
	~~out of the employment of or otherwise in connection with the~~	117
	~~Vessel;.~~	118
(iii) providing voyage estimates and accounts and calculating of		119
	~~hire, freights, demurrage and/or despatch moneys due from~~	120
	~~or due to the charterers of the Vessel;~~	121
(i v )	issuing of ~~voyage~~ instructions;	122
( v ii )	appointing agents;	123
( v i ii )	appointing stevedores;	124
( i v ii )	arranging surveys associated with the commercial operation	125
	of the Vessel;	126

3.4	Insurance Arrangements’	127
(only applicable if agreed according to Box 8 )		128
The ~~Managers~~ Head Managers shall arrange insurances in		129
accordance with
Clause 6, on such terms and conditions as the Owners shall		130
have instructed or agreed, in particular regarding conditions,		131
insured values, deductibles and franchises.		132

3.5	Accounting Services	133
(only applicable if agreed according to Box 9 )		134
Without prejudice to the relevant provisions of the Group		135
Management Agreement and, in particular, but without
limitation, Section 4.11 and Section 10.6 thereof, T t he ~~Managers~~
Sub-managers shall:
(i)	establish an accounting system which meets the	136
	requirements of the ~~Owners~~ Head Managers and provide regular	137
	accounting
	services, supply regular reports and records,	138
(ii)	maintain the records of all costs and expenditure incurred	139
	as well as data necessary or proper for the settlement of	140


		accounts between the parties.	141

	3.6	Sale or Purchase of the Vessel	142
	(only applicable if agreed according to Box 10 )		143
	The ~~Managers~~ Sub-managers shall, in accordance with the ~~Owners’~~		144
	Head Managers’ instructions,
	~~supervise the sale or purchase~~ attend to the physical delivery of		145
	the Vessel , ~~including the~~
	~~performance of~~ and any matters specifically relating thereto		146
	under any sale or purchase agreement ~~, but not~~
	~~negotiation of the same~~ .		147

	3.7	Provisions (only applicable if agreed according to Box 11 )	148
	The ~~Managers~~ Sub-managers shall arrange for the supply of		149
	provisions.
	3.8	Bunkering (only applicable if agreed according to Box 12 )	150
	The ~~Managers~~ Sub-managers shall arrange for the provision of		151
	bunker fuel of the
	quality specified by the ~~Owners~~ Head Managers as required for the		152
	Vessel’s trade.
4 .	~~Managers’~~ Sub-managers’ Obligations		153
	4.1	The ~~Managers~~ Sub-managers undertake to use their ~~best~~	154
	~~endeavours~~ commercially reasonable efforts to
	provide the agreed Management Services as agents for and on		155
	behalf of the ~~Owners~~ Head Managers in accordance with sound ship		156
	management
	practice and to protect and promote the interests of the ~~Owners~~		157
	Head Managers in
	all matters relating to the provision of services hereunder.		158
	Provided, however, that the ~~Managers~~ Sub-managers in the		159
	performance of their
	management responsibilities under this Agreement shall be entitled		160
	to have regard to their overall responsibility in relation to all vessels		161
	as may from time to time be entrusted to their management and		162
	in particular, but without prejudice to the generality of the foregoing,		163
	the ~~Managers~~ Sub-managers shall be entitled to allocate available		164
	supplies,
	manpower and services in such manner as in the prevailing		165
	circumstances the ~~Managers~~ Sub-managers in their absolute		166
	discretion consider
	to be fair and reasonable.		167
	4.2	Where the ~~Managers~~ Sub-managers are providing Technical	168
	Management
	in accordance with sub-clause 3.2 , they shall procure that the		169
	requirements of the law of the flag of the Vessel are satisfied and		170
	they shall in particular be deemed to be the “Company” as defined		171
	by the ISM Code, assuming the responsibility for the operation of		172
	the Vessel and taking over the duties and responsibilities imposed		173
	by the ISM Code and/or the ISPS Code when applicable.		174
	4.3	In the exercise of their duties hereunder, the Sub-managers
	shall act in accordance with the reasonable policies, guidelines
	and instructions from time to time communicated to it in writing
	by the Managers.
	4.4	During this Agreement, the Sub-managers shall promote the
	business of the Head Managers in accordance with the
	directions of the authorized representative or, as the case may
	be, representatives of the Head managers 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, representative.

5 .	~~Owners’~~ Head Managers’ Obligations		175
	5.1	The ~~Owners~~ Head Managers shall pay all sums due to the	176
	~~Managers~~ Sub-managers punctually
	in accordance with the terms of this Agreement.		177
	5.2	Where the ~~Managers~~ Sub-managers are providing Technical	178
	Management
	in accordance with sub-clause 3.2 , the ~~Owners~~ Head Managers		179
	shall procure that the Owners shall :
	(i)	procure that all officers and ratings supplied by them or on	180
		their behalf comply with the requirements of STCW 95;	181
	(ii)	instruct such officers and ratings to obey all reasonable orders	182

PART II
“SHIPMAN 98” Standard Ship Management Agreement


		of the ~~Managers~~ Sub-managers in connection with the operation	183
		of the
		~~Managers’~~ Sub-managers’ safety management system.	184
	5.3 Where the ~~Managers~~ Sub-managers are not providing Technical		185
	Management
	in accordance with sub-clause 3.2 , the ~~Owners~~ Head Managers		186
	shall procure that the Owners shall procure that
	the requirements of the law of the flag of the Vessel are satisfied		187
	and that they, or such other entity as may be appointed by them		188
	and identified to the ~~Managers~~ Sub-managers , shall be deemed to		189
	be the
	“Company” as defined by the ISM Code assuming the responsibility		190
	for the operation of the Vessel and taking over the duties and		191
	responsibilities imposed by the ISM Code when applicable.		192

6	Insurance Policies		193
	The ~~Owners~~ Head Managers shall procure, ~~whether by instructing~~		194
	~~the Managers~~
	~~under sub-clause 3.4 or otherwise~~ , that throughout the period of		195
	this Agreement:		196
	6.1 at the Owners’ expense, the Vessel is insured for not less		197
	than her sound market value or entered for her full gross tonnage,		198
	as the case may be for:		199
	(i)	usual hull and machinery marine risks (including crew	200
		negligence) and excess liabilities;	201
	(ii)	protection and indemnity risks (including pollution risks and	202
		Crew Insurances); and	203
	(iii)	war risks (including protection and indemnity and crew risks)	204

	in each case in accordance with the best practice of prudent owners		205
	of
	vessels of a similar type to the Vessel, with first class insurance		206
	companies, underwriters or associations (“the Owners’		207
	Insurances”);		208
	6.2 all premiums and calls and applicable deductibles and/or		209
	franchises on the Owners’ Insurances are paid
	promptly by their due date,		210
	6.3 the Owners’ Insurances name the ~~Managers~~ Sub-managers		211
	and, subject
	to underwriters’ agreement, any third party designated by the		212
	~~Managers~~ Sub-managers as a joint assured, with full cover, with the		213
	Owners
	obtaining cover in respect of each of the insurances specified in		214
	sub-clause 6.1 :		215
	(i)	on terms whereby the ~~Managers~~ Sub-managers and any such	216
	third party
		are liable in respect of premiums or calls arising in connection	217
		with the Owners’ Insurances; or	218
	(ii)	if reasonably obtainable, on terms such that neither the	219
		~~Managers~~ Sub-managers nor any such third party shall be under	220
		any
		liability in respect of premiums or calls arising in connection	221
		with the Owners’ Insurances; or	222
	(iii)	on such other terms as may be agreed in writing.	223
	Indicate alternative (i), (ii) or (iii) in Box 14 . If Box 14 is left		224
	blank then (i) applies.		225
	6.4	written evidence is provided, to the reasonable satisfaction	226
	of the ~~Managers~~ Sub-managers , of their compliance with their		227
	obligations under
	Clause 6 within a reasonable time of the commencement of		228
	the Agreement, and of each renewal date and, if specifically		229
	requested, of each payment date of the Owners’ Insurances.		230

7 .	Income Collected and Expenses Paid on Behalf of Owners		231
Clause 7 has been intentionally blank
	7.1 ~~All moneys collected by the Managers under the terms of~~		232
	~~this Agreement (other than moneys payable by the Owners to~~		233
	~~the Managers) and any interest thereon shall be held to the~~		234
	credit of the ~~Owners in a separate bank account.~~		235
	7.2 ~~All expenses incurred by the Managers under the terms~~		236


	~~of this Agreement on behalf of the Owners (including expenses~~		237
	~~as provided in Clause 8 ) may be debited against the Owners~~		238
	~~in the account referred to under sub-clause 7.1 but shall in any~~		239
	~~event remain payable by the Owners to the Managers on~~		240
	~~demand.~~		241

8 .	Management Fee		242
	8.1	The ~~Owners~~ Head Managers shall pay to the ~~Managers~~ Sub-	243
	managers for their services
	as ~~Managers~~ managers under this Agreement ~~an annual~~ a daily		244
	management
	fee as stated in Box 15 which shall be payable ~~by equal~~		245
	monthly ~~instalments~~ in ~~advance~~ arrears ~~, the first instalment being~~		246
	~~payable on the commencement of this Agreement (see Clause~~		247
	2 ~~and Box 4 ) and subsequent installments being payable every~~		248
	~~month.~~		249
	8.2	The daily management fee shall be subject to an annual review	250
	~~on the anniversary date of the Agreement~~ and the proposed		251
	fee shall be presented in the annual budget referred to in sub-		252
	clause 9.1 .		253
	8.3	~~The~~ ~~Managers~~ Sub-managers shall, at no extra cost to the ~~Owners~~	254
	Head Managers , provide
	their own office accommodation, office staff, facilities and		255
	stationery. ~~Without limiting the generality of Clause 7 t~~ T he		256
	~~Owners~~ Head Managers
	shall reimburse the ~~Managers~~ Sub-managers for postage and		257
	communication
	expenses, travelling expenses, and other out of pocket		258
	expenses properly incurred by the ~~Managers~~ Sub-managers in		259
	pursuance of
	the Management Services.		260
	8.4	The provisions of Section 9.4, Section 9.5 and Section 9.7 of	261
	the Group Management Agreement shall be deemed as
	incorporated herein mutatis mutandis.
	8.5	The Sub-managers have the right to demand the payment of
	any of the management fees and expenses payable under this
	Agreement either from the Parent or the Head Managers.
	Payment of any such fees or expenses or any part thereof by
	either the Parent or the Head Managers shall prevent the Sub-
	managers from making a claim on the other person for the same
	amount to the extent that the same has been already paid to the
	Sub-managers.
	~~In the event of the appointment of the Managers being~~
	~~terminated by the Owners or the Managers in accordance with~~		262
	~~the provisions of Clauses 17 and 18 other than by reason of~~		263
	~~default by the Managers, or if the Vessel is lost, sold or otherwise.~~		264
	~~Disposed of, the “management fee” payable to the Managers~~		265
	~~According to the provisions of sub-clause 8.1 , shall continue to~~		266
	~~be payable for a further period of three calendar months as~~		267
	~~from the termination date. In addition, provided that the~~		268
	~~Managers provide Crew for the Vessel in accordance with sub-~~		269
	~~clause -3,1 :~~		270
	~~(i)~~ ~~the Owners shall continue to pay Crew Support Costs during~~		271
		~~the said further period of three calendar months and~~	272
	~~(ii)~~ ~~the Owners shall pay an equitable proportion of any~~		273
		~~Severance Costs which may materialize, not exceeding~~	274
		~~the amount stated in Box 16 .~~	275
	~~8.5~~ ~~If the Owners decide to lay up the Vessel whilst this~~		276
	~~Agreement remains in force and such lay up lasts for more~~		277
	~~than three months, an appropriate reduction of the management~~		278
	~~fee for the period exceeding three months until one month~~		279
	~~before the Vessel is again put into service shall be mutually~~		280
	~~agreed between the parties.~~		281
	~~8.6~~ ~~Unless otherwise agreed in writing all discounts and~~		282
	~~commissions obtained by the Managers in the course of the~~		283
	~~management of the Vessel shall be credited to the Owners.~~		284

9 .	Budgets and Management of Funds		285
	9.1	The Head Managers and the Sub-managers are aware that	286
	the Head Managers will be preparing budgets in connection
	with, inter alia, the provision of the Management Services which
	the Head Managers will be submitting for approval to the Parent

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“SHIPMAN 98” Standard Ship Management Agreement


	in accordance with the provisions of Article X of the Group
	Management Agreement.
	9.2 The ~~Managers~~ Sub-managers shall present to ~~the Owners~~ the
	Head Managers annually a
	budget for the following twelve months in such form as ~~the~~	287
	~~Owners~~ Head Managers require. ~~The budget for the first year~~	288
	~~hereof is set out~~
	~~in Annex “C” hereto. Subsequent annual b~~ B udgets shall be	289
	prepared by the ~~Managers~~ Sub-managers and submitted to ~~the~~	290
	~~Owners~~ the Head Managers not
	~~less than three months before the anniversary date of the~~	291
	~~commencement of~~ later than 30 September of each calendar year	292
	falling during this Agreement (see Clause 2 and Box 4 ).
	9. 3 2 The Head Managers ~~The Owners~~ shall indicate to the	293
	~~Managers~~ Sub-managers their acceptance
	and approval of the annual budget within one month of	294
	presentation and in the absence of any such indication the	295
	~~Managers~~ Sub-managers shall be entitled to assume that the	296
	~~Owners~~ Head Managers have
	accepted the proposed budget.	297
	9. 3 4 ~~Following the agreement of the budget, the Managers shall~~	298
	~~prepare and present to the Owners their estimate of the working~~	299
	~~capital requirement of the Vessel and the Managers shall each~~	300
	~~month up date this estimate. Based thereon,~~ Without prejudice to	301
	the right of the Sub-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~~ Sub-managers shall
	each month request the ~~Owners~~ Head Managers in writing for the	302
	funds required
	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~~ Sub-	306
	managers
	within ten running days after the receipt by the ~~Owners~~ Head	307
	Managers of the
	~~Managers’~~ Sub-managers’ written request and shall be held ~~to the~~	308
	~~credit of the~~
	~~Owners~~ in a separate bank account in the name of the Sub-	309
	managers or, if requested by the Sub-managers, in the name of
	the Owners or the Head Managers.
	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~~ Sub-managers shall in no circumstances be required	315
	to use or
	commit their own funds to finance the provision of the	316
	Management Services.	317

10 .	~~Managers’~~ Sub-managers’ Right to Sub-Contract	318
	Except to a Related Manager (where the Sub-manager may	319
	subcontract any of their obligations hereunder, without need of
	obtaining the Head Manager’s consent for doing so), T t he
	~~Managers~~ Sub-managers shall not have the right to sub-contract
	any of
	their obligations hereunder, including those mentioned in sub-	320
	clause 3.1 , without the prior written consent of the ~~Owners~~ Head	321
	Managers which
	shall not be unreasonably withheld and which shall be promptly	322
	responded to . In the event of such a sub-
	contract the ~~Managers~~ Sub-managers shall remain fully liable for the	323
	due
	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 XI” shall be
	construed as references to the Head Managers, the Head
	Managers, the Sub-managers, any submanager, the Vessel,
	Clause, management fee, this Agreement, the Head Managers 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
	~~lose 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
	~~protect 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

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“SHIPMAN 98” Standard Ship Management Agreement


	~~Agreement.~~	388

12 .	Documentation	389
	Where the ~~Managers~~ Sub-managers are providing Technical	390
	Management in
	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~~ Head Managers’ request, all documentation and	393
	records related
	to the Safety Management System (SMS) and/or the Crew	394
	which the ~~Owners~~ Head Managers or the Owners need in order to	395
	demonstrate compliance
	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
	3.1 Subject to the provisions of Section 4.6 of the Group	399
	Management Agreement, T t he ~~Managers~~ Sub-managers shall
	handle and settle all claims arising
	out of the Management Services hereunder and keep the ~~Owners~~	400
	Head Managers
	informed regarding any incident of which the ~~Managers~~ Sub-	401
	managers become
	aware which gives or may give rise to material claims or disputes	402
	involving
	third parties.	403
	13.2 The ~~Managers~~ Sub-managers shall, as instructed by the	404
	~~Owners~~ Head Managers under this Agreement , bring
	or defend actions, suits or proceedings in connection with matters	405
	entrusted to the ~~Managers~~ Sub-managers according to this	406
	Agreement.
	13.3 The ~~Managers~~ Sub-managers shall also have power to obtain	407
	legal or
	technical or other outside expert advice in relation to the handling	408
	and settlement of claims and disputes or all other matters	409
	affecting the interests of the Owners or the Head Managers in	410
	respect of the Vessel.
	13.4 The ~~Owners~~ Head Managers shall procure that the Owners	411
	arrange for the provision of any
	necessary guarantee bond or other security.	412
	13.5 Any costs ~~reasonably~~ incurred by the ~~Managers~~ Sub-managers	413
	in
	carrying out their obligations according to Clause 13 shall be	414
	reimbursed by the ~~Owners~~ Head Managers .	415

14 .	Auditing	416
	The ~~Managers~~ Sub-managers shall at all times maintain and keep	417
	true and
	correct accounts and shall make the same available for inspection	418
	and auditing by the ~~Owners~~ Head Managers at such times as may	419
	be mutually
	agreed. On the termination, for whatever reasons, of this	420
	Agreement, the ~~Managers~~ Sub-managers shall release to the	421
	~~Owners~~ Head Managers , if so
	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~~ Head Managers shall have the right at any time after	426
	giving
	reasonable notice to the ~~Managers~~ Sub-managers to inspect the	427
	Vessel for any
	reason they consider necessary.	428

16 .	Compliance with Laws and Regulations	429
	The ~~Managers~~ Sub-managers will not do or permit to be done	430
	anything which
	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 earlier of (i) the date the				435
	Group Management Agreement is terminated in accordance
	with the provisions of Article XIII thereof and (ii) the Head
	Management Agreement is terminated in accordance with its
	terms, unless this Agreement is terminated earlier in
	accordance with the provision of Clause 18 hereof ~~the 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’~~* *Head Managers’* *default*				441
	(i)	The ~~Managers~~ Sub-managers shall be entitled to terminate the			442
		Agreement
		with immediate effect by notice in writing if any moneys			443
		payable by the ~~Owners~~ Head Managers under this Agreement			444
		~~and/or the~~
		~~owners of any associated vessel, details of which are listed~~			445
		~~in Annex “D” ,~~ shall not have been received in the ~~Managers’~~ Sub-			446
		managers’
		nominated account within ~~ten~~ 20 ~~running~~ Business d D ays of			447
		receipt by
		the ~~Owners~~ Head Managers of the ~~Managers~~ Sub-managers			448
		written request or if the Vessel
		is repossessed by the Mortgagees.			449
	(ii)	If the ~~Owner~~ Head s Managers :			450
			(a)	fail to meet their obligations under sub-clauses 5.2	451
				and 5.3 of this Agreement for any reason within their	452
				control, or	453
			(b)	proceed with the employment of or continue to employ	454
				the Vessel in the carriage of contraband, blockade	455
				running, or in an unlawful trade, or on a voyage which	456
				in the reasonable opinion of the ~~Managers~~ Sub-managers is	457
				unduly
				hazardous or improper,	458
		the ~~Managers~~ Sub-managers may give notice of the default to			459
		the ~~Owners~~ Head Managers ,
		requiring them to remedy it as soon as practically possible.			460
		In the event that the ~~Owners~~ Managers fail to remedy it within a			461
		~~reasonable time~~ 20 Business Days of receipt by the Head			462
		Managers of the Sub-managers’ written request to the
		satisfaction of the ~~Managers~~ Sub-managers , the
		~~Managers~~ Sub-managers shall be entitled to terminate the			463
		Agreement
		with immediate effect by notice in writing.			464

	18.2 ~~Managers’~~ Sub-managers’ Default				465
	If the ~~Managers~~ Sub-managers fail to meet their obligations under				466
	Clauses 3
	and 4 of this Agreement for any reason within the control of the				467
	~~Managers~~ Sub-managers , the ~~Owners~~ Head Managers may give				468
	notice to the ~~Managers~~ Sub-managers of the
	default, requiring them to remedy it within 20 Business Days as				469
	~~soon as practically~~
	~~possible~~ . In the event that the ~~Managers~~ Sub-managers fail to				470
	remedy it within a
	~~reasonable time~~ such period to the satisfaction of the ~~Owners~~ Head				471
	Managers , the ~~Owners~~ Managers
	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

PART II
“SHIPMAN 98” Standard Ship Management Agreement


		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 either 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 carry~~		495
	~~on business or makes any special arrangement or composition~~		496
	~~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		499
	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		503
	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 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. Until such time as the arbitrators finally close
	the hearings, either party shall have the right by written notice
	served on the arbitrators and on the other party to specify
	further disputes or differences under this Agreement for hearing
	and determination. The arbitrators may grant any relief, and
	render an award, which they or a majority of them deem just and
	equitable and within the scope of this Agreement, including but
	not limited to the posting of security. Awards pursuant to this
	Clause 19.1 may include costs and judgments may be entered
	upon any award made herein in any court having jurisdiction.
	~~and any dispute arising out of or~~
	~~in connection with this Agreement chall 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 solo 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 party 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 advice 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 cum 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 agreed 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

21 .	Co-operation
	The Head Managers shall cooperate and join their resources
	with the Sub-managers in order for the Sub-managers to obtain
	favourable prices for major supplies for the Vessel, e.g.
	lubricants.


Exhibit Number		Description
	23.1	Consent of Independent Registered Public Accounting Firm*
	23.2	Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.2 and Exhibit 8.1)*
	23.3	Consent of Cozen O’Connor, special counsel on Marshall Islands and Liberian law to the Company (included in Exhibit 5.1 and Exhibit 8.2)*
	23.4	Consent of Clarkson Research Services Limited*
	23.5	Consent of Vagn Lehd Møller, Nominee for Director*
	23.6	Consent of Charlotte Stratos, Nominee for Director*
	24.1	Power of Attorney (included on the signature page hereto)*


	(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.