Common use of THE MANAGER’S GENERAL OBLIGATIONS Clause in Contracts

THE MANAGER’S GENERAL OBLIGATIONS. 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it by the Group and serve the Group faithfully and diligently in the performance of this Agreement, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry standards. 4.3 For each Vessel now or hereinafter owned by any member of the Group, the Owner shall cause each Subsidiary to enter with the Manager into 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, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and the Manager shall act and do all and/or any of the following acts or things described in this Agreement and each Shipmanagement Agreement in the name and/or on behalf of the Owner and/or its Subsidiaries in all parts of the world directly or through its agents. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordingly. Should the Owner decide not to extend the term of this Agreement pursuant to Section 16 hereof, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term of this Agreement. 4.5 The Manager acknowledges that the services it will provide pursuant to the Shipmanagement Agreements are not limited to the services described in such agreements and are instead as set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 The Manager shall ensure that all material property of the Group is clearly identified as such, held separately from the property of the Manager and, where applicable, in safe custody. 4.8 The Manager shall ensure that adequate manpower is employed by it to perform its obligations under this Agreement. 4.9 During the term hereof (as provided in Section 16.1 of this Agreement), the Manager shall provide the Management Services to the Group, subject always to the objectives and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Manager. 4.10 Notwithstanding anything to the contrary contained in this Agreement or the Shipmanagement Agreements, the Manager agrees that any and all decisions of a material nature relating to the Owner, any Subsidiary or any Vessel shall be reserved to the Owner, such decisions including, but not being limited to: (a) the purchase and/or sale of shares in a company or other assets of a material nature; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationships; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 or its equivalent. 4.11 During the term hereof, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful directions, regulations and recommendations made by such authorized representative, and in the absence of any specific directions, regulations and 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. 4.12 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, which shall be restricted to the Group, 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, subject always to the discretion of any Executive Officer or other authorized representative of the Owner. 4.13 The Manager, in the performance of its responsibilities under this Agreement, shall ensure that any purchases of products or services from any affiliates, any Submanager or any other related entity shall 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 third parties. 4.14 During the term hereof, the Manager agrees that, other than as provided in this Section 4.14, it will provide the services in this Agreement to the Group on an exclusive basis and it will not provide any Management Services or other services contemplated herein to any entity without receiving the prior written approval of the Owner, other than: (a) the Owner and each Subsidiary; (b) any entity or vessel directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Xxxxxxx, Danaos Investments Limited as the Trustee for the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectively, the “Coustas Entities”) (or any (i) current or future beneficiaries of the Coustas Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning a Drybulk Carrier or a Containership of larger than 2,500 TEU, shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation and its subsidiaries. For the avoidance of doubt, nothing in this Section 4.14 shall be construed to restrict the Manager from providing any Management Services or other services contemplated herein to any entity or vessel directly or indirectly owned or controlled, in whole or in part, or operated by any Coustas Entity (or any (i) current or future beneficiaries of the Coustas Family Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can be provided services in accordance with the terms of this Section 4.14). 4.15 The Manager shall at all times maintain and keep true and correct accounts and shall make the same available for inspection and auditing by the Owner or any Subsidiary at such times as may be mutually agreed. 4.16 The Manager agrees that the Owner shall have the right at any time to inspect any Vessel for any reason the Owner considers necessary. 4.17 Where the Manager is providing technical management services in accordance with Section 6.1, the Manager shall procure that the requirements of the law of the flag of each Vessel are satisfied and the Manager shall in particular be deemed to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable.

THE MANAGER’S GENERAL OBLIGATIONS. SECTION 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it in writing by any member of the Group and serve the Group faithfully and diligently in the performance of this AgreementGroup, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry shipmanagement standards. 4.3 For each Vessel now or hereinafter owned by any member of the Group, the Owner shall cause each Subsidiary to enter with the Manager into 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, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and the SECTION 4.2 The Manager shall act and do all and/or any of the following acts or things described in this Agreement and each the relevant Shipmanagement Agreement or, as the case may be, Supervision Agreement applicable to each Vessel in the name and/or on behalf of the Owner and/or its Subsidiaries in all parts of Parent and/or, as the world directly or through its agentscontext may require, the relevant Subsidiary. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordingly. Should the Owner decide not to extend the term of this Agreement pursuant to Section 16 hereof, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term of this Agreement. 4.5 SECTION 4.3 The Manager acknowledges that the services it will provide pursuant to the Shipmanagement Agreements and the Supervision Agreements are not limited to the services described in such agreements and are instead as include those set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 SECTION 4.4 The Manager shall ensure that all material property of any member of the Group is clearly identified as such, held separately from the property of the Manager and, where applicable, held in safe custody. 4.8 SECTION 4.5 The Manager shall ensure that adequate manpower is employed by it to perform its obligations under this Agreement. 4.9 During , PROVIDED HOWEVER, that the term hereof (as provided Manager, in Section 16.1 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 provide be entitled to allocate available resources and services in such manner as in the Management Services prevailing circumstances the Manager considers to the Group, subject always to the objectives be fair and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Managerreasonable. 4.10 SECTION 4.6 Notwithstanding anything to the contrary contained in this Agreement, any Shipmanagement Agreement or the Shipmanagement Agreementsany Supervision Agreement, the Manager agrees that any and all decisions of a material nature relating to the OwnerParent, any Subsidiary Subsidiary, or any Vessel shall be reserved to the OwnerParent, such decisions including, but not being limited to: (a) the purchase and/or sale of shares in a company any entity or other assets of a material nature; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationshipsrelationships between any member of the Group and a third party or another member of the Group; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 100,000 or its equivalent. 4.11 SECTION 4.7 During the term hereofTerm, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful and reasonable directions, regulations and or recommendations made by such authorized representative, and in the absence of any specific directions, regulations and directions or recommendations as aforesaid and 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. 4.12 SECTION 4.8 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, which shall be restricted to the Group, 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, subject always to the discretion of any Executive Officer Supervision Agreement or other authorized representative of the Owner. 4.13 The Manager, in the performance of its responsibilities under this any Shipmanagement Agreement, shall ensure that any purchases of products or services from any affiliates, any Submanager of its affiliates or any other related entity shall 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 third parties. 4.14 SECTION 4.9 During the term hereof, the Manager agrees that, other than except as provided in this Section 4.1412.4(b), it will provide the services in this Agreement to the Group on an exclusive basis and and, without receiving the Consent of the Parent, it will not provide any Management Services or other services contemplated herein to any entity without receiving other than the prior written approval of the OwnerParent, other than: (a) the Owner as applicable, and each Subsidiary;. (b) any entity or vessel SECTION 4.10 If a Vessel and a Drybulk Vessel directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Xxxxxxx, Danaos Investments Limited as the Trustee for the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectively, the “Coustas Entities”) (or any (i) current or future beneficiaries of the Coustas Trust, Hajioannou Entities (ii) entities beneficially owned by other than through the Parent or to the extent that such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning Hajioannou Entity is no longer subject to a Drybulk Carrier or a Containership of larger than 2,500 TEU, shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation are both available and its subsidiaries. For meet the avoidance of doubtcriteria for a charter being fixed by the Manager, nothing in this Section 4.14 then the Vessel shall be construed to restrict the Manager from providing any Management Services or other services contemplated herein to any entity or vessel directly or indirectly owned or controlled, in whole or in part, or operated by any Coustas Entity (or any (i) current or future beneficiaries of the Coustas Family Trust, (ii) entities beneficially owned by receive such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can be provided services in accordance with the terms of this Section 4.14)charter. 4.15 SECTION 4.11 The Manager shall at all times maintain and keep true and correct accounts as regards the Services and shall make the same available for inspection and auditing by the Owner or any Subsidiary Parent at such times as may be mutually agreed. 4.16 The Manager agrees that agreed by the Owner shall have Manager, on the right at any time to inspect any Vessel for any reason the Owner considers necessary. 4.17 Where the Manager is providing technical management services in accordance with Section 6.1one hand, the Manager shall procure that the requirements of the law of the flag of each Vessel are satisfied and the Manager shall in particular be deemed to be Parent, on the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicableother hand.

THE MANAGER’S GENERAL OBLIGATIONS. 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it by the Group and serve the Group faithfully and diligently in the performance of this Agreement, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry standards. 4.3 For each Vessel now or hereinafter owned by any member of the Group, the Owner shall cause each Subsidiary to enter with the Manager into 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, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and the Manager shall act and do all and/or any of the following acts or things described in this Agreement and each Shipmanagement Agreement in the name and/or on behalf of the Owner and/or its Subsidiaries in all parts of the world directly or through its agents. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordingly. Should the Owner decide not to extend the term Upon expiry of this Agreement pursuant to Section 16 hereofAgreement, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term expiry of this Agreement. 4.5 The Manager acknowledges that the services it will provide pursuant to the Shipmanagement Agreements are not limited to the services described in such agreements and are instead as set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 The Manager shall ensure that all material property of the Group is clearly identified as such, held separately from the property of the Manager and, where applicable, in safe custody. 4.8 The Manager shall ensure that adequate manpower is employed by it to perform its obligations under this Agreement. 4.9 During the term hereof (as provided in Section 16.1 11.1 of this Agreement), the Manager shall provide the Management Crewing & Technical Services and the Commercial Services to the Group, subject always to the objectives and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Manager. 4.10 Notwithstanding anything to the contrary contained in this Agreement or the Shipmanagement Agreements, the Manager agrees that any and all decisions of a material nature relating to the Owner, any Subsidiary or any Vessel shall be reserved to the Owner, such decisions including, but not being limited to: (a) the purchase and/or sale of shares in a company or other assets of a material nature; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationships; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 or its equivalent. 4.11 During the term hereof, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful directions, regulations and recommendations made by such authorized representative, and in the absence of any specific directions, regulations and 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. 4.12 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, which which, until the occurrence of a Change of Control Release, shall be restricted to the Group, 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, subject always to the discretion of any Executive Officer or other authorized representative of the Owner. 4.13 The Manager, in the performance of its responsibilities under this Agreement, shall ensure that any purchases of products or services from any affiliates, any Submanager or any other related entity shall 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 third parties. 4.14 During the term hereof, the Manager agrees that, subject to Section 4.15 below and other than as provided in this Section 4.14, it will provide the services in this Agreement to the Group on an exclusive basis and it will not provide any Management Crewing & Technical Services, Commercial Services or other services contemplated herein to any entity without receiving the prior written approval of the Owner, other than: (a) the Owner and each Subsidiary; (b) any entity or vessel directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Jxxx Xxxxxxx, Danaos Investments Investment Limited as the Trustee for the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectively, the “Coustas Entities”) (or any (i) current or future beneficiaries of the Coustas Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning a Drybulk Carrier or a Containership of larger than 2,500 TEU, shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation and its subsidiaries. For the avoidance of doubt, nothing in this Section 4.14 shall be construed to restrict the Manager from providing any Management Crewing & Technical Services, Commercial Services or other services contemplated herein to any entity or vessel directly or indirectly owned or controlled, in whole or in part, or operated by any Coustas Entity (or any (i) current or future beneficiaries of the Coustas Family Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can be provided services in accordance with the terms of this Section 4.14). 4.15 The Manager’s obligations contained in Section 4.14 above shall cease to apply with immediate effect upon the occurrence of a Change of Control Release. 4.16 The Manager shall at all times maintain and keep true and correct accounts and shall make the same available for inspection and auditing by the Owner or any Subsidiary at such times as may be mutually agreed. 4.16 4.17 The Manager agrees that the Owner shall have the right at any time to inspect any Vessel for any reason the Owner considers necessary. 4.17 4.18 Where the Manager is providing technical management services in accordance with Section 6.15.2, the Manager shall procure that the requirements of the law of the flag of each Vessel are satisfied and the Manager shall in particular be deemed to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable.

THE MANAGER’S GENERAL OBLIGATIONS. SECTION 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it in writing by any member of the Group and serve the Group faithfully and diligently in the performance of this AgreementGroup, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry shipmanagement standards. 4.3 For each Vessel now or hereinafter owned by any member of the Group, the Owner shall cause each Subsidiary to enter with the Manager into 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, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and the SECTION 4.2 The Manager shall act and do all and/or any of the following acts or things described in this Agreement and each the relevant Shipmanagement Agreement or, as the case may be, Supervision Agreement applicable to each Vessel in the name and/or on behalf of the Owner and/or its Subsidiaries in all parts of Parent and/or, as the world directly or through its agentscontext may require, the relevant Subsidiary. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordingly. Should the Owner decide not to extend the term of this Agreement pursuant to Section 16 hereof, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term of this Agreement. 4.5 SECTION 4.3 The Manager acknowledges that the services it will provide pursuant to the Shipmanagement Agreements and the Supervision Agreements are not limited to the services described in such agreements and are instead as include those set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 SECTION 4.4 The Manager shall ensure that all material property of any member of the Group is clearly identified as such, held separately from the property of the Manager and, where applicable, held in safe custody. 4.8 SECTION 4.5 The Manager shall ensure that adequate manpower is employed by it to perform its obligations under this Agreement. 4.9 During , PROVIDED HOWEVER, that the term hereof (as provided Manager, in Section 16.1 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 provide be entitled to allocate available resources and services in such manner as in the Management Services prevailing circumstances the Manager considers to the Group, subject always to the objectives be fair and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Managerreasonable. 4.10 SECTION 4.6 Notwithstanding anything to the contrary contained in this Agreement, any Shipmanagement Agreement or the Shipmanagement Agreementsany Supervision Agreement, the Manager agrees that any and all decisions of a material nature relating to the OwnerParent, any Subsidiary Subsidiary, or any Vessel shall be reserved to the OwnerParent, such decisions including, but not being limited to: (a) the purchase and/or sale of shares in a company any entity or other assets of a material nature; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationshipsrelationships between any member of the Group and a third party or another member of the Group; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 100,000 or its equivalent. 4.11 SECTION 4.7 During the term hereofTerm, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful and reasonable directions, regulations and or recommendations made by such authorized representative, and in the absence of any specific directions, regulations and directions or recommendations as aforesaid and 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. 4.12 SECTION 4.8 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, which shall be restricted to the Group, 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, subject always to the discretion of any Executive Officer Supervision Agreement or other authorized representative of the Owner. 4.13 The Manager, in the performance of its responsibilities under this any Shipmanagement Agreement, shall ensure that any purchases of products or services from any affiliates, any Submanager of its affiliates or any other related entity shall 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 third parties. 4.14 SECTION 4.9 During the term hereof, the Manager agrees that, other than except as provided in this Section 4.1412.4(b), it will provide the services in this Agreement to the Group on an exclusive basis and and, without receiving the Consent of the Parent, it will not provide any Management Services or other services contemplated herein to any entity without receiving other than the prior written approval of the OwnerParent, other than: (a) the Owner as applicable, and each Subsidiary;. (b) any entity or vessel SECTION 4.10 If a Vessel and a Drybulk Vessel directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Xxxxxxx, Danaos Investments Limited as the Trustee for the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectively, the “Coustas Entities”) (or any (i) current or future beneficiaries of the Coustas Trust, Hajioannou Entities (ii) entities beneficially owned by other than through the Parent or to the extent that such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning Hajioannou Entity is no longer subject to a Drybulk Carrier or a Containership of larger than 2,500 TEU, shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation are both available and its subsidiariesmeet the criteria for a charter being fixed by the Manager, then the Vessel shall receive such charter. For the avoidance of doubt, nothing in this Section 4.14 4.10 shall be construed apply only to restrict Drybulk Vessels owned or operated, directly or indirectly, by any Hajioannou Entity that is under the Manager from providing any Management Services or other services contemplated herein commercial management of the Manager, and shall not apply to any entity Drybulk Vessel owned or vessel operated, directly or indirectly owned or controlledindirectly, in whole or in part, or operated by any Coustas Hajioannou Entity (or any (i) current or future beneficiaries that is not under the commercial management of the Coustas Family Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can be provided services in accordance with the terms of this Section 4.14)Manager. 4.15 SECTION 4.11 The Manager shall at all times maintain and keep true and correct accounts as regards the Services and shall make the same available for inspection and auditing by the Owner or any Subsidiary Parent at such times as may be mutually agreedagreed by the Manager, on the one hand, and the Parent, on the other hand. 4.16 The Manager agrees that SECTION 5.1 To the Owner shall extent the Parent elects to have the right at any time to inspect any Vessel for any reason the Owner considers necessary. 4.17 Where the Manager is providing technical management services in accordance with Section 6.1provide such services, the Manager shall procure 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, reconciliation of the Group’s bank accounts, preparation of periodic financial statements, including, but not limited to, those required for governmental and regulatory or self-regulatory agency filings and reports to shareholders, arranging for the audit 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 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 all 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) appointing lawyers, at the Parent’s cost, for providing all legal services to ensure that each member of the Group is in compliance with all applicable laws, including all relevant securities laws, and owns or possesses all licenses, patents, copyrights and trademarks which are necessary and used in the operation of its business; (g) appointing lawyers, at the Parent’s cost, for 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 $100,000 or its equivalent, including the pursuit by any member of the Group of any rights of indemnification or reimbursement; (h) providing advice to the Group with respect to financing, including entering into negotiations with banks or other financial institutions for the purpose of arranging financing for the Parent and its Subsidiaries and the 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) providing or arranging for all services necessary to the engagement, employment and compensation of all employees, officers, consultants and directors of any member of the Group, including, without limitation, (i) administering payroll services, benefits and director’s or consultant’s fees, (ii) establishing and maintaining procedures and systems to comply with tax, labor and employment and worker’s compensation laws, rules and regulations applicable to any member of the Group and (iii) administering compensation and benefit programs of any member of the Group; (l) at the request of the Parent, negotiating and arranging for cash management services, financing and hedging arrangements relating to interest rates, currency exchange rates and commodity prices; (m) handling general and administrative expenses of the Parent, which are related to its operation as public company and, upon being provided by the Parent with funds in accordance with the terms of Article X of this Agreement, arranging for the payment of the same; (n) appointing lawyers, at the Parent’s cost, for 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 requirements 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; (o) providing, at the request and under the direction of the law Parent, such communications to the transfer agent for the Parent as may be necessary or desirable; and (p) providing any such other administrative services as the Parent, the authorized Executive Officers or any other representative of the flag of each Vessel are satisfied Parent may request and the Manager shall in particular be deemed may agree to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicableprovide from time to time.

THE MANAGER’S GENERAL OBLIGATIONS. 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 SECTION 4.1. In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it by the Group and serve the Group faithfully and diligently in the performance of this Agreement, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry standards. 4.3 For each Vessel now or hereinafter owned writing by any member of the Group. SECTION 4.2. For each Vessel or, as the Owner shall cause each Subsidiary to enter with the Manager into a contract substantially in the form attached hereto as Appendix I (each a “Shipmanagement Agreement” and collectively the “Shipmanagement Agreements”)case may be, with such alterations and additions as are appropriate (provided, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and Newbuild the Manager shall act and do all and/or any of the following acts or things described in this Agreement and each the relevant Shipmanagement Agreement or Supervision Agreement applicable to each such Vessel or Newbuild in the name and/or on behalf of the Owner Parent and/or its Subsidiaries in all parts of the world directly relevant Subsidiary or through its agentsSubsidiaries. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordinglySECTION 4.3. Should the Owner decide not to extend the term of this Agreement pursuant to Section 16 hereof, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term of this Agreement. 4.5 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 are instead as include those set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 SECTION 4.4. The Manager shall ensure that exercise commercially reasonable care to cause all material property of any member of the Group is to be clearly identified as such, held separately from the property of the Manager and, where applicable, held in safe custody. 4.8 SECTION 4.5. The Manager shall ensure that exercise commercially reasonable care to cause adequate manpower is to be employed by it to perform its obligations under this Agreement. 4.9 During , PROVIDED HOWEVER, that the term hereof (as provided in Section 16.1 of this Agreement), the Manager shall provide the Management Services to the Group, subject always to the objectives and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Manager. 4.10 Notwithstanding anything to the contrary contained in this Agreement or the Shipmanagement Agreements, the Manager agrees that any and all decisions of a material nature relating to the Owner, any Subsidiary or any Vessel shall be reserved to the Owner, such decisions including, but not being limited to: (a) the purchase and/or sale of shares in a company or other assets of a material nature; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationships; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 or its equivalent. 4.11 During the term hereof, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful directions, regulations and recommendations made by such authorized representative, and in the absence of any specific directions, regulations and 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. 4.12 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, which shall be restricted to the Group, 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 always to the discretion terms and conditions of any Executive Officer or other authorized representative this Agreement, shall provide general administrative and advisory services in connection with the management of the Ownerbusiness of the Group. 4.13 SECTION 4.8. The Manager, in the performance of its responsibilities under this Agreement, any Supervision Agreement or any Shipmanagement Agreement, shall ensure that exercise commercially reasonable care to cause any purchases of products or services from any affiliates, any Submanager or any other related entity shall 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-arm’s length basis from unrelated third parties. 4.14 SECTION 4.9. During the term hereof, the Manager agrees that, other than as provided in this Section 4.14, that it will provide the services in this Agreement Services to the Partnership Group and Parent and their respective subsidiaries on an exclusive basis and and, without receiving the prior Consent of the Parent, it will not provide any Management Services or other services contemplated herein to any entity without receiving other than the prior written approval Partnership Group, the Parent and the Subsidiaries. SECTION 4.10. If a Vessel (which expression for the purposes of this Section shall include any Newbuild to be acquired by a member of the Owner, other than: (aGroup) the Owner and each Subsidiary; (b) any entity or vessel a Container Vessel directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Xxxxxxx, Danaos Investments Limited as a third party are both available and meet the Trustee criteria for a charter being fixed by the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectivelyManager, the “Coustas Entities”) (or any (i) current or future beneficiaries of Vessel shall be offered such charter first and the Coustas Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning a Drybulk Carrier or a Containership of larger than 2,500 TEU, Parent shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation and its subsidiaries. For the avoidance of doubt48 hours from such offer being received to accept such offer, nothing in this Section 4.14 failing which such charter shall be construed then offered to restrict the Manager from providing any Management Services or other services contemplated herein to any entity or vessel relevant third party. If a Vessel and a Container Vessel directly or indirectly owned or controlled, in whole or in part, or operated by any Coustas Entity (or any (i) current or future beneficiaries of the Coustas Family TrustPartnership are both available and meet the criteria for a charter being fixed by the Manager, (ii) entities beneficially owned by the Vessel shall be offered such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of charter first, provided that such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can Vessel shall be provided services in accordance with subject to the terms of this Section 4.14)the Omnibus Agreement, as applicable. 4.15 SECTION 4.11. The Manager shall at all times maintain appropriate and keep true necessary accounts and correct accounts records as regards the Services and shall make the same available for inspection and auditing by the Owner or any Subsidiary Parent at such times as may be mutually agreedagreed by the Manager, on the one hand, and the Parent, on the other hand. 4.16 SECTION 5.1. The Manager agrees that shall provide certain general administrative services to the Owner shall have Group, including, but not limited to, the right at 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 inspect time, including, but not limited to, liaising with accountants, lawyers and other professional advisors; (b) except as otherwise contemplated herein, representing any Vessel 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 reason such financial statements and the Owner considers necessary.provision of related data processing services; 4.17 Where (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 is providing technical management services 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 Section 6.1the 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 Manager shall procure that the requirements Parent’s and each other member’s of the law 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 flag 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 Vessel are satisfied 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 shall in particular be deemed may agree to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicableprovide from time to time.

THE MANAGER’S GENERAL OBLIGATIONS. SECTION 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it in writing by any member of the Group and serve the Group faithfully and diligently in the performance of this AgreementGroup, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry shipmanagement standards. 4.3 For each Vessel now or hereinafter owned by any member of the Group, the Owner shall cause each Subsidiary to enter with the Manager into 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, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and the SECTION 4.2 The Manager shall act and do all and/or any of the following acts or things described in this Agreement and each the relevant Shipmanagement Agreement or, as the case may be, Supervision Agreement applicable to each Vessel in the name and/or on behalf of the Owner and/or its Subsidiaries in all parts of Parent and/or, as the world directly or through its agentscontext may require, the relevant Subsidiary. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordingly. Should the Owner decide not to extend the term of this Agreement pursuant to Section 16 hereof, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term of this Agreement. 4.5 SECTION 4.3 The Manager acknowledges that the services it will provide pursuant to the Shipmanagement Agreements and the Supervision Agreements are not limited to the services described in such agreements and are instead as include those set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 SECTION 4.4 The Manager shall ensure that all material property of any member of the Group is clearly identified as such, held separately from the property of the Manager and, where applicable, held in safe custody. 4.8 SECTION 4.5 The Manager shall ensure that adequate manpower is employed by it to perform its obligations under this Agreement. 4.9 During ; provided, however, that the term hereof (as provided Manager, in Section 16.1 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 provide be entitled to allocate available resources and services in such manner as in the Management Services prevailing circumstances the Manager considers to the Group, subject always to the objectives be fair and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Managerreasonable. 4.10 SECTION 4.6 Notwithstanding anything to the contrary contained in this Agreement, any Shipmanagement Agreement or the Shipmanagement Agreementsany Supervision Agreement, the Manager agrees that any and all decisions of a material nature relating to the OwnerParent, any Subsidiary Subsidiary, or any Vessel shall be reserved to the OwnerParent, such decisions including, but not being limited to: (a) the purchase and/or sale of shares in a company any entity or other assets of a material nature; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationshipsrelationships between any member of the Group and a third party or another member of the Group; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 100,000 or its equivalent. 4.11 SECTION 4.7 During the term hereofTerm, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful and reasonable directions, regulations and or recommendations made by such authorized representative, and in the absence of any specific directions, regulations and directions or recommendations as aforesaid and 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. 4.12 SECTION 4.8 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, which shall be restricted to the Group, 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, subject always to the discretion of any Executive Officer Supervision Agreement or other authorized representative of the Owner. 4.13 The Manager, in the performance of its responsibilities under this any Shipmanagement Agreement, shall ensure that any purchases of products or services from any affiliates, any Submanager of its affiliates or any other related entity shall 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 third parties. 4.14 SECTION 4.9 During the term hereof, the Manager agrees that, other than except as provided in this Section 4.1412.4(b), it will provide the services in this Agreement to the Group on an exclusive basis and and, without receiving the Consent of the Parent, it will not provide any Management Services or other services contemplated herein to any entity without receiving other than the prior written approval of the OwnerParent, other than: (a) the Owner as applicable, and each Subsidiary;. (b) any entity or vessel SECTION 4.10 If a Vessel and a Drybulk Vessel directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Xxxxxxx, Danaos Investments Limited as the Trustee for the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectively, the “Coustas Entities”) (or any (i) current or future beneficiaries of the Coustas Trust, Hajioannou Entities (ii) entities beneficially owned by other than through the Parent or to the extent that such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning Hajioannou Entity is no longer subject to a Drybulk Carrier or a Containership of larger than 2,500 TEU, shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation are both available and its subsidiariesmeet the criteria for a charter being fixed by the Manager, then the Vessel shall receive such charter. For the avoidance of doubt, nothing in this Section 4.14 4.10 shall be construed apply only to restrict Drybulk Vessels owned or operated, directly or indirectly, by any Hajioannou Entity that is under the Manager from providing any Management Services or other services contemplated herein commercial management of the Manager, and shall not apply to any entity Drybulk Vessel owned or vessel operated, directly or indirectly owned or controlledindirectly, in whole or in part, or operated by any Coustas Hajioannou Entity (or any (i) current or future beneficiaries that is not under the commercial management of the Coustas Family Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can be provided services in accordance with the terms of this Section 4.14)Manager. 4.15 SECTION 4.11 The Manager shall at all times maintain and keep true and correct accounts as regards the Services and shall make the same available for inspection and auditing by the Owner or any Subsidiary Parent at such times as may be mutually agreedagreed by the Manager, on the one hand, and the Parent, on the other hand. 4.16 The Manager agrees that SECTION 5.1 To the Owner shall have the right at any time to inspect any Vessel for any reason the Owner considers necessary. 4.17 Where extent the Manager is providing technical management services in accordance with Section 6.1acts as manager of a member of the Group, the Manager shall procure provide certain general administrative services to such member of 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, reconciliation of the Group’s bank accounts, preparation of periodic financial statements, including, but not limited to, those required for governmental and regulatory or self-regulatory agency filings and reports to shareholders, arranging for the audit 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 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 all 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) appointing lawyers, at the Parent’s cost, for providing all legal services to ensure that each member of the Group is in compliance with all applicable laws, including all relevant securities laws, and owns or possesses all licenses, patents, copyrights and trademarks which are necessary and used in the operation of its business; (g) appointing lawyers, at the Parent’s cost, for 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 $100,000 or its equivalent, including the pursuit by any member of the Group of any rights of indemnification or reimbursement; (h) providing advice to the Group with respect to financing, including entering into negotiations with banks or other financial institutions for the purpose of arranging financing for the Parent and its Subsidiaries and the 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) providing or arranging for all services necessary to the engagement, employment and compensation of all employees, officers, consultants and directors of any member of the Group, including, without limitation, (i) administering payroll services, benefits and director’s or consultant’s fees, (ii) establishing and maintaining procedures and systems to comply with tax, labor and employment and worker’s compensation laws, rules and regulations applicable to any member of the Group and (iii) administering compensation and benefit programs of any member of the Group; (l) at the request of the Parent, negotiating and arranging for cash management services, financing and hedging arrangements relating to interest rates, currency exchange rates and commodity prices; (m) handling general and administrative expenses of the Parent, which are related to its operation as public company and, upon being provided by the Parent with funds in accordance with the terms of Article X of this Agreement, arranging for the payment of the same; (n) appointing lawyers, at the Parent’s cost, for 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 requirements 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; (o) providing, at the request and under the direction of the law Parent, such communications to the transfer agent for the Parent as may be necessary or desirable; and (p) providing any such other administrative services as the Parent, the authorized Executive Officers or any other representative of the flag of each Vessel are satisfied Parent may request and the Manager shall in particular be deemed may agree to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicableprovide from time to time.

THE MANAGER’S GENERAL OBLIGATIONS. SECTION 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it in writing by any member of the Group and serve the Group faithfully and diligently in the performance of this AgreementGroup, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry shipmanagement standards. 4.3 For each Vessel now or hereinafter owned by any member of the Group, the Owner shall cause each Subsidiary to enter with the Manager into 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, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and the SECTION 4.2 The Manager shall act and do all and/or any of the following acts or things described in this Agreement and each the relevant Shipmanagement Agreement or, as the case may be, Supervision Agreement applicable to each Vessel in the name and/or on behalf of the Owner and/or its Subsidiaries in all parts of Parent and/or, as the world directly or through its agentscontext may require, the relevant Subsidiary. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordingly. Should the Owner decide not to extend the term of this Agreement pursuant to Section 16 hereof, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term of this Agreement. 4.5 SECTION 4.3 The Manager acknowledges that the services it will provide pursuant to the Shipmanagement Agreements and the Supervision Agreements are not limited to the services described in such agreements and are instead as include those set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 SECTION 4.4 The Manager shall ensure that all material property of any member of the Group is clearly identified as such, held separately from the property of the Manager and, where applicable, held in safe custody. 4.8 SECTION 4.5 The Manager shall ensure that adequate manpower is employed by it to perform its obligations under this Agreement. 4.9 During ; provided, however, that the term hereof (as provided Manager, in Section 16.1 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 provide be entitled to allocate available resources and services in such manner as in the Management Services prevailing circumstances the Manager considers to the Group, subject always to the objectives be fair and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Managerreasonable. 4.10 SECTION 4.6 Notwithstanding anything to the contrary contained in this Agreement, any Shipmanagement Agreement or the Shipmanagement Agreementsany Supervision Agreement, the Manager agrees that any and all decisions of a material nature relating to the OwnerParent, any Subsidiary Subsidiary, or any Vessel shall be reserved to the OwnerParent, such decisions including, but not being limited to: (a) the purchase and/or sale of shares in a company any entity or other assets of a material nature; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationshipsrelationships between any member of the Group and a third party or another member of the Group; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 100,000 or its equivalent. 4.11 SECTION 4.7 During the term hereofTerm, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful and reasonable directions, regulations and or recommendations made by such authorized representative, and in the absence of any specific directions, regulations and directions or recommendations as aforesaid and 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. 4.12 SECTION 4.8 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, which shall be restricted to the Group, 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, subject always to the discretion of any Executive Officer Supervision Agreement or other authorized representative of the Owner. 4.13 The Manager, in the performance of its responsibilities under this any Shipmanagement Agreement, shall ensure that any purchases of products or services from any affiliates, any Submanager of its affiliates or any other related entity shall 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 third parties. 4.14 SECTION 4.9 During the term hereof, the Manager agrees that, other than except as provided in this Section 4.1412.4(b), it will provide the services in this Agreement to the Group on an exclusive basis and and, without receiving the Consent of the Parent, it will not provide any Management Services or other services contemplated herein to any entity without receiving other than the prior written approval of the OwnerParent, other than: (a) the Owner as applicable, and each Subsidiary;. (b) any entity or vessel SECTION 4.10 If a Vessel and a Drybulk Vessel directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Xxxxxxx, Danaos Investments Limited as the Trustee for the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectively, the “Coustas Entities”) (or any (i) current or future beneficiaries of the Coustas Trust, Hajioannou Entities (ii) entities beneficially owned by other than through the Parent or to the extent that such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning Hajioannou Entity is no longer subject to a Drybulk Carrier or a Containership of larger than 2,500 TEU, shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation are both available and its subsidiariesmeet the criteria for a charter being fixed by the Manager, then the Vessel shall receive such charter. For the avoidance of doubt, nothing in this Section 4.14 4.10 shall be construed apply only to restrict Drybulk Vessels owned or operated, directly or indirectly, by any Hajioannou Entity that is under the Manager from providing any Management Services or other services contemplated herein commercial management of the Manager, and shall not apply to any entity Drybulk Vessel owned or vessel operated, directly or indirectly owned or controlledindirectly, in whole or in part, or operated by any Coustas Hajioannou Entity (or any (i) current or future beneficiaries that is not under the commercial management of the Coustas Family Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can be provided services in accordance with the terms of this Section 4.14)Manager. 4.15 SECTION 4.11 The Manager shall at all times maintain and keep true and correct accounts as regards the Services and shall make the same available for inspection and auditing by the Owner or any Subsidiary Parent at such times as may be mutually agreed. 4.16 The Manager agrees that agreed by the Owner shall have Manager, on the right at any time to inspect any Vessel for any reason the Owner considers necessary. 4.17 Where the Manager is providing technical management services in accordance with Section 6.1one hand, the Manager shall procure that the requirements of the law of the flag of each Vessel are satisfied and the Manager shall in particular be deemed to be Parent, on the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicableother hand.

THE MANAGER’S GENERAL OBLIGATIONS. 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 Section 1.1 In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it in writing by any member of the Group and serve the Group faithfully and diligently in the performance of this AgreementGroup, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry shipmanagement standards. 4.3 For each Vessel now or hereinafter owned by any member of the Group, the Owner shall cause each Subsidiary to enter with the Manager into 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, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and the Section 1.2 The Manager shall act and do all and/or any of the following acts or things described in this Agreement and each the relevant Shipmanagement Agreement or, as the case may be, Supervision Agreement applicable to each Vessel in the name and/or on behalf of the Owner and/or its Subsidiaries in all parts of Parent and/or, as the world directly or through its agentscontext may require, the relevant Subsidiary. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordingly. Should the Owner decide not to extend the term of this Agreement pursuant to Section 16 hereof, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term of this Agreement. 4.5 1.3 The Manager acknowledges that the services it will provide pursuant to the Shipmanagement Agreements and the Supervision Agreements are not limited to the services described in such agreements and are instead as include those set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 Section 1.4 The Manager shall ensure that all material property of any member of the Group is clearly identified as such, held separately from the property of the Manager and, where applicable, held in safe custody. 4.8 Section 1.5 The Manager shall ensure that adequate manpower is employed by it to perform its obligations under this Agreement. 4.9 During ; provided, however, that the term hereof (as provided Manager, in Section 16.1 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 provide be entitled to allocate available resources and services in such manner as in the Management Services prevailing circumstances the Manager considers to the Group, subject always to the objectives be fair and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Managerreasonable. 4.10 Section 1.6 Notwithstanding anything to the contrary contained in this Agreement, any Shipmanagement Agreement or the Shipmanagement Agreementsany Supervision Agreement, the Manager agrees that any and all decisions of a material nature relating to the OwnerParent, any Subsidiary Subsidiary, or any Vessel shall be reserved to the OwnerParent, such decisions including, but not being limited to:: USActive 37252385.18 (a) the purchase and/or sale of shares in a company any entity or other assets of a material nature; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationshipsrelationships between any member of the Group and a third party or another member of the Group; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 100,000 or its equivalent. 4.11 Section 1.7 During the term hereofTerm, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful and reasonable directions, regulations and or recommendations made by such authorized representative, and in the absence of any specific directions, regulations and directions or recommendations as aforesaid and 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. 4.12 Section 1.8 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, which shall be restricted to the Group, 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, subject always to the discretion of any Executive Officer Supervision Agreement or other authorized representative of the Owner. 4.13 The Manager, in the performance of its responsibilities under this any Shipmanagement Agreement, shall ensure that any purchases of products or services from any affiliates, any Submanager of its affiliates or any other related entity shall 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 third parties. 4.14 Section 1.9 During the term hereof, the Manager agrees that, other than except as provided in this Section 4.1412.4(b), it will provide the services in this Agreement to the Group on an exclusive basis and and, without receiving the Consent of the Parent, it will not provide any Management Services or other services contemplated herein to any entity without receiving other than the prior written approval of the OwnerParent, other than: (a) the Owner as applicable, and each Subsidiary;. (b) any entity or vessel Section 1.10 If a Vessel and a Drybulk Vessel directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Xxxxxxx, Danaos Investments Limited as the Trustee for the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectively, the “Coustas Entities”) (or any (i) current or future beneficiaries of the Coustas Trust, Hajioannou Entities (ii) entities beneficially owned by other than through the Parent or to the extent that such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning Hajioannou Entity is no longer subject to a Drybulk Carrier or a Containership of larger than 2,500 TEU, shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation are both available and its subsidiariesmeet the criteria for a charter being fixed by the Manager, then the Vessel shall receive such charter. For the avoidance of doubt, nothing in this Section 4.14 4.10 shall be construed apply only to restrict Drybulk Vessels owned or operated, directly or indirectly, by any Hajioannou Entity that is under the Manager from providing any Management Services or other services contemplated herein commercial management of the Manager, and shall not apply to any entity Drybulk Vessel owned or vessel operated, directly or indirectly owned or controlledindirectly, in whole or in part, or operated by any Coustas Hajioannou Entity (or any (i) current or future beneficiaries that is not under the commercial management of the Coustas Family Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can be provided services in accordance with the terms of this Section 4.14)Manager. 4.15 Section 1.11 The Manager shall at all times maintain and keep true and correct accounts as regards the Services and shall make the same available for inspection and auditing by the Owner or any Subsidiary Parent at such times as may be mutually agreed. 4.16 The Manager agrees that agreed by the Owner shall have Manager, on the right at any time to inspect any Vessel for any reason the Owner considers necessary. 4.17 Where the Manager is providing technical management services in accordance with Section 6.1one hand, the Manager shall procure that the requirements of the law of the flag of each Vessel are satisfied and the Manager shall in particular be deemed to be Parent, on the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable.other hand. USActive 37252385.18

THE MANAGER’S GENERAL OBLIGATIONS. 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 SECTION 4.1. In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it in writing by the Group and serve the Group faithfully and diligently in the performance of this Agreement, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry standardsany Subsidiary. 4.3 SECTION 4.2. For each Vessel now or hereinafter owned by any member of or, as the Groupcase may be, the Owner shall cause each Subsidiary to enter with the Manager into 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, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and Newbuild the Manager shall act and do all and/or any of the following acts or things described in this Agreement and each the relevant Shipmanagement Agreement or Supervision Agreement applicable to each such Vessel or Newbuild in the name and/or on behalf of the Owner and/or its Subsidiaries in all parts of the world directly relevant Subsidiary or through its agentsSubsidiaries. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordinglySECTION 4.3. Should the Owner decide not to extend the term of this Agreement pursuant to Section 16 hereof, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term of this Agreement. 4.5 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 are instead as include those set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 SECTION 4.4. The Manager shall ensure that exercise commercially reasonable care to cause all material property of the Group is any Subsidiary to be clearly identified as such, held separately from the property of the Manager and, where applicable, held in safe custody. 4.8 SECTION 4.5. The Manager shall ensure that exercise commercially reasonable care to cause adequate manpower is to be employed by it to perform its obligations under this Agreement. 4.9 During , PROVIDED HOWEVER, that the term hereof (as provided in Section 16.1 of this Agreement), the Manager shall provide the Management Services to the Group, subject always to the objectives and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Manager. 4.10 Notwithstanding anything to the contrary contained in this Agreement or the Shipmanagement Agreements, the Manager agrees that any and all decisions of a material nature relating to the Owner, any Subsidiary or any Vessel shall be reserved to the Owner, such decisions including, but not being limited to: (a) the purchase and/or sale of shares in a company or other assets of a material nature; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationships; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 or its equivalent. 4.11 During the term hereof, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful directions, regulations and recommendations made by such authorized representative, and in the absence of any specific directions, regulations and 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. 4.12 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 servicing of its clients, which shall be restricted to the Group, 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, subject always to the discretion of any Executive Officer or other authorized representative of the Owner. 4.13 SECTION 4.6. The Manager, in the performance of its responsibilities under this Agreement, any Supervision Agreement or any Shipmanagement Agreement, shall ensure that exercise commercially reasonable care to cause any purchases of products or services from any affiliates, any Submanager or any other related entity shall 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-arm’s length basis from unrelated third parties. 4.14 SECTION 4.7. During the term hereof, the Manager agrees that, other than as provided in this Section 4.14, that it will provide the services in this Agreement Services to the Group Subsidiaries on an exclusive basis and and, without receiving the prior Consent of the Parent, it will not provide any Management Services or other services contemplated herein to any entity without receiving other than the prior written approval Subsidiaries; provided, however, the Manager may also provide the Services to entities formed pursuant to the Framework Deed between the Parent, Costamare Ventures Inc. and York dated 15 May 2013 as amended from time to time. SECTION 4.8. If a Vessel (which expression for the purposes of the Owner, other than: (athis Section shall include any Newbuild to be acquired by a Subsidiary) the Owner and each Subsidiary; (b) any entity or vessel a Container Vessel directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Xxxxxxx, Danaos Investments Limited as a third party are both available and meet the Trustee criteria for a charter being fixed by the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectivelyManager, the “Coustas Entities”) (or any (i) current or future beneficiaries of Vessel shall be offered such charter first and the Coustas Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning a Drybulk Carrier or a Containership of larger than 2,500 TEU, Parent shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation and its subsidiaries. For the avoidance of doubt48 hours from such offer being received to accept such offer, nothing in this Section 4.14 failing which such charter shall be construed then offered to restrict the Manager from providing any Management Services or other services contemplated herein to any entity or vessel directly or indirectly owned or controlled, in whole or in part, or operated by any Coustas Entity (or any (i) current or future beneficiaries of the Coustas Family Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can be provided services in accordance with the terms of this Section 4.14)relevant third party. 4.15 SECTION 4.9. The Manager shall at all times maintain appropriate and keep true necessary accounts and correct accounts records as regards the Services and shall make the same available for inspection and auditing by the Owner or any Subsidiary Parent at such times as may be mutually agreed. 4.16 The Manager agrees that agreed by the Owner shall have Manager, on the right at any time to inspect any Vessel for any reason the Owner considers necessary. 4.17 Where the Manager is providing technical management services in accordance with Section 6.1one hand, the Manager shall procure that the requirements of the law of the flag of each Vessel are satisfied and the Manager shall in particular be deemed to be Parent, on the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicableother hand.

THE MANAGER’S GENERAL OBLIGATIONS. 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 SECTION 4.1. In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it in writing by the Group and serve the Group faithfully and diligently in the performance of this Agreement, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry standardsany Subsidiary. 4.3 SECTION 4.2. For each Vessel now or hereinafter owned by any member of or, as the Groupcase may be, the Owner shall cause each Subsidiary to enter with the Manager into 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, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and Newbuild the Manager shall act and do all and/or any of the following acts or things described in this Agreement and each the relevant Shipmanagement Agreement or Supervision Agreement applicable to each such Vessel or Newbuild in the name and/or on behalf of the Owner and/or its Subsidiaries in all parts of the world directly relevant Subsidiary or through its agentsSubsidiaries. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordinglySECTION 4.3. Should the Owner decide not to extend the term of this Agreement pursuant to Section 16 hereof, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term of this Agreement. 4.5 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 are instead as include those set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 SECTION 4.4. The Manager shall ensure that exercise commercially reasonable care to cause all material property of the Group is any Subsidiary to be clearly identified as such, held separately from the property of the Manager and, where applicable, held in safe custody. 4.8 SECTION 4.5. The Manager shall ensure that exercise commercially reasonable care to cause adequate manpower is to be employed by it to perform its obligations under this Agreement. 4.9 During , PROVIDED HOWEVER, that the term hereof (as provided in Section 16.1 of this Agreement), the Manager shall provide the Management Services to the Group, subject always to the objectives and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Manager. 4.10 Notwithstanding anything to the contrary contained in this Agreement or the Shipmanagement Agreements, the Manager agrees that any and all decisions of a material nature relating to the Owner, any Subsidiary or any Vessel shall be reserved to the Owner, such decisions including, but not being limited to: (a) the purchase and/or sale of shares in a company or other assets of a material nature; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationships; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 or its equivalent. 4.11 During the term hereof, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful directions, regulations and recommendations made by such authorized representative, and in the absence of any specific directions, regulations and 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. 4.12 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 servicing of its clients, which shall be restricted to the Group, 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, subject always to the discretion of any Executive Officer or other authorized representative of the Owner. 4.13 SECTION 4.6. The Manager, in the performance of its responsibilities under this Agreement, any Supervision Agreement or any Shipmanagement Agreement, shall ensure that exercise commercially reasonable care to cause any purchases of products or services from any affiliates, any Submanager or any other related entity shall 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-arm’s length basis from unrelated third parties. 4.14 SECTION 4.7. During the term hereof, the Manager agrees that, other than as provided in this Section 4.14, that it will provide the services in this Agreement Services to the Group Subsidiaries on an exclusive basis and and, without receiving the prior Consent of the Parent, it will not provide any Management Services or other services contemplated herein to any entity without receiving other than the prior written approval Subsidiaries; provided, however, the Manager may also provide the Services to (i) entities formed pursuant to the Framework Agreement between the Parent, Costamare Ventures Inc. and York dated 15 May 2013 as amended from time to time and (ii) to subsidiaries of Costamare Partners. SECTION 4.8. If a Vessel (which expression for the Owner, other than: (apurposes of this Section shall include any Newbuild to be acquired by a Subsidiary) the Owner and each Subsidiary; (b) any entity or vessel a Container Vessel directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Xxxxxxx, Danaos Investments Limited as a third party are both available and meet the Trustee criteria for a charter being fixed by the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectivelyManager, the “Coustas Entities”) (or any (i) current or future beneficiaries of Vessel shall be offered such charter first and the Coustas Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning a Drybulk Carrier or a Containership of larger than 2,500 TEU, Parent shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation and its subsidiaries. For the avoidance of doubt48 hours from such offer being received to accept such offer, nothing in this Section 4.14 failing which such charter shall be construed then offered to restrict the Manager from providing any Management Services or other services contemplated herein to any entity or vessel relevant third party. If a Vessel and a Container Vessel directly or indirectly owned or controlledoperated by Costamare Partners are both available and meet the criteria for a charter being fixed by the Manager, in whole or in part, the Container Vessel owned or operated by any Coustas Entity (or any (i) current or future beneficiaries of the Coustas Family TrustCostamare Partners shall be offered such charter first, (ii) entities beneficially owned by provided that such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can Container Vessel shall be provided services in accordance with subject to the terms of this Section 4.14)the Omnibus Agreement, as applicable. 4.15 SECTION 4.9. The Manager shall at all times maintain appropriate and keep true necessary accounts and correct accounts records as regards the Services and shall make the same available for inspection and auditing by the Owner or any Subsidiary Parent at such times as may be mutually agreed. 4.16 The Manager agrees that agreed by the Owner shall have Manager, on the right at any time to inspect any Vessel for any reason the Owner considers necessary. 4.17 Where the Manager is providing technical management services in accordance with Section 6.1one hand, the Manager shall procure that the requirements of the law of the flag of each Vessel are satisfied and the Manager shall in particular be deemed to be Parent, on the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicableother hand.

THE MANAGER’S GENERAL OBLIGATIONS. 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 SECTION 4.1. In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it in writing by the Group and serve the Group faithfully and diligently in the performance of this Agreement, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry standardsany Subsidiary. 4.3 SECTION 4.2. For each Vessel now or hereinafter owned by any member of or, as the Groupcase may be, the Owner shall cause each Subsidiary to enter with the Manager into 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, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and Newbuild the Manager shall act and do all and/or any of the following acts or things described in this Agreement and each the relevant Shipmanagement Agreement or Supervision Agreement applicable to each such Vessel or Newbuild in the name and/or on behalf of the Owner and/or its Subsidiaries in all parts of the world directly relevant Subsidiary or through its agentsSubsidiaries. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordinglySECTION 4.3. Should the Owner decide not to extend the term of this Agreement pursuant to Section 16 hereof, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term of this Agreement. 4.5 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 are instead as include those set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 SECTION 4.4. The Manager shall ensure that exercise commercially reasonable care to cause all material property of the Group is any Subsidiary to be clearly identified as such, held separately from the property of the Manager and, where applicable, held in safe custody. 4.8 SECTION 4.5. The Manager shall ensure that exercise commercially reasonable care to cause adequate manpower is to be employed by it to perform its obligations under this Agreement. 4.9 During , PROVIDED HOWEVER, that the term hereof (as provided in Section 16.1 of this Agreement), the Manager shall provide the Management Services to the Group, subject always to the objectives and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Manager. 4.10 Notwithstanding anything to the contrary contained in this Agreement or the Shipmanagement Agreements, the Manager agrees that any and all decisions of a material nature relating to the Owner, any Subsidiary or any Vessel shall be reserved to the Owner, such decisions including, but not being limited to: (a) the purchase and/or sale of shares in a company or other assets of a material nature; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationships; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 or its equivalent. 4.11 During the term hereof, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful directions, regulations and recommendations made by such authorized representative, and in the absence of any specific directions, regulations and 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. 4.12 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 servicing of its clients, which shall be restricted to the Group, 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, subject always to the discretion of any Executive Officer or other authorized representative of the Owner. 4.13 SECTION 4.6. The Manager, in the performance of its responsibilities under this Agreement, any Supervision Agreement or any Shipmanagement Agreement, shall ensure that exercise commercially reasonable care to cause any purchases of products or services from any affiliates, any Submanager or any other related entity shall 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-arm’s length basis from unrelated third parties. 4.14 SECTION 4.7. During the term hereof, the Manager agrees that, other than as provided in this Section 4.14, that it will provide the services in this Agreement Services to the Group Subsidiaries on an exclusive basis and and, without receiving the prior Consent of the Parent, it will not provide any Management Services or other services contemplated herein to any entity without receiving other than the prior written approval Subsidiaries, any Konstantakopoulos Entity or any Affiliate thereof; provided, however, the Manager may also provide the Services to entities formed pursuant to the Framework Deed between the Parent, Costamare Ventures Inc. and York dated 15 May 2013 as amended from time to time. SECTION 4.8. If a Vessel (which expression for the purposes of the Owner, other than: (athis Section shall include any Newbuild to be acquired by a Subsidiary) the Owner and each Subsidiary; (b) any entity or vessel a Ship directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Xxxxxxx, Danaos Investments Limited as a third party are both available and meet the Trustee criteria for a charter being fixed by the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectivelyManager, the “Coustas Entities”) (or any (i) current or future beneficiaries of Vessel shall be offered such charter first and the Coustas Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning a Drybulk Carrier or a Containership of larger than 2,500 TEU, Parent shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation and its subsidiaries. For the avoidance of doubt48 hours from such offer being received to accept such offer, nothing in this Section 4.14 failing which such charter shall be construed then offered to restrict the Manager from providing any Management Services or other services contemplated herein to any entity or vessel directly or indirectly owned or controlled, in whole or in part, or operated by any Coustas Entity (or any (i) current or future beneficiaries of the Coustas Family Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can be provided services in accordance with the terms of this Section 4.14)relevant third party. 4.15 SECTION 4.9. The Manager shall at all times maintain appropriate and keep true necessary accounts and correct accounts records as regards the Services and shall make the same available for inspection and auditing by the Owner or any Subsidiary Parent at such times as may be mutually agreedagreed by the Manager, on the one hand, and the Parent, on the other hand. 4.16 SECTION 5.1. The Manager agrees that shall provide certain general administrative services to the Owner shall have Subsidiaries, including, but not limited to, the right at following (in the case of paragraphs (a) to (e) and paragraph (i) below, upon the request of the Parent): (a) keeping all books and records of things done and transactions performed on behalf of any Subsidiary and/or the Parent (as the case may be) as it may require from time to inspect time, including, but not limited to, liaising with accountants, lawyers and other professional advisors and maintaining the necessary technical infrastructure such as computer network, PCs etc.; (b) except as otherwise contemplated herein, representing any Vessel Subsidiary generally in its dealings and relations with third parties; (c) maintaining the general ledgers of the Subsidiaries and/or the Parent (as the case may be), preparation of periodic consolidated financial statements of the Parent and/or the Subsidiaries (as the case may be), including, but not limited to, those required for governmental and regulatory or self-regulatory agency filings and reports to shareholders, arranging of the auditing and/or review of any such financial statements and the provision of related data processing services; (d) preparing and providing (or procuring, at the relevant Subsidiary’s cost, a third party service provider to prepare and provide) tax returns required by any law or regulatory authority; (e) arranging for the provision of advisory services (either directly or, at the relevant Subsidiary’s cost, through a third party service provider) to ensure such Subsidiary is in compliance with all applicable laws, including all relevant securities laws; (f) either directly or, at the relevant Subsidiary’s cost, through a third party service provider (such as by appointing lawyers), providing for the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition on behalf of such Subsidiary arising in connection with the business of such Subsidiary for an amount not exceeding US$1,000,000 or its equivalent, including the pursuit by such Subsidiary of any rights of indemnification or reimbursement; (g) administering payroll services, benefits and director’s or consultant’s fees, as applicable, for any reason the Owner considers necessary.person providing services of an employee, officer, consultant or director of a Subsidiary; 4.17 Where the Manager is providing technical management services in accordance with Section 6.1, the Manager shall procure that the requirements of the law of the flag (h) handling general and administrative expenses of each Vessel are satisfied Subsidiary; (i) assisting each Subsidiary and/or the Parent (as the case may be) in establishing and maintaining a system of internal controls sufficient to satisfy any applicable law or regulatory requirements; and (j) maintaining, at the Manager shall relevant Subsidiary’s cost, such Subsidiary’s corporate existence, qualification and good standing in particular be deemed to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel all necessary jurisdictions and taking over the duties assisting in all other corporate and responsibilities imposed by the ISM Code when applicableregulatory compliance requirements.

THE MANAGER’S GENERAL OBLIGATIONS. 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 SECTION 4.1. In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it in writing by the Group and serve the Group faithfully and diligently in the performance of this Agreement, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry standardsany Subsidiary. 4.3 SECTION 4.2. For each Vessel now or hereinafter owned by any member of or, as the Groupcase may be, the Owner shall cause each Subsidiary to enter with the Manager into 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, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and Newbuild the Manager shall act and do all and/or any of the following acts or things described in this Agreement and each the relevant Shipmanagement Agreement or Supervision Agreement applicable to each such Vessel or Newbuild in the name and/or on behalf of the Owner and/or its Subsidiaries in all parts of the world directly relevant Subsidiary or through its agentsSubsidiaries. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordinglySECTION 4.3. Should the Owner decide not to extend the term of this Agreement pursuant to Section 16 hereof, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term of this Agreement. 4.5 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 are instead as include those set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 SECTION 4.4. The Manager shall ensure that exercise commercially reasonable care to cause all material property of the Group is any Subsidiary to be clearly identified as such, held separately from the property of the Manager and, where applicable, held in safe custody. 4.8 SECTION 4.5. The Manager shall ensure that exercise commercially reasonable care to cause adequate manpower is to be employed by it to perform its obligations under this Agreement. 4.9 During , PROVIDED HOWEVER, that the term hereof (as provided in Section 16.1 of this Agreement), the Manager shall provide the Management Services to the Group, subject always to the objectives and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Manager. 4.10 Notwithstanding anything to the contrary contained in this Agreement or the Shipmanagement Agreements, the Manager agrees that any and all decisions of a material nature relating to the Owner, any Subsidiary or any Vessel shall be reserved to the Owner, such decisions including, but not being limited to: (a) the purchase and/or sale of shares in a company or other assets of a material nature; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationships; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 or its equivalent. 4.11 During the term hereof, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful directions, regulations and recommendations made by such authorized representative, and in the absence of any specific directions, regulations and 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. 4.12 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 servicing of its clients, which shall be restricted to the Group, 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, subject always to the discretion of any Executive Officer or other authorized representative of the Owner. 4.13 SECTION 4.6. The Manager, in the performance of its responsibilities under this Agreement, any Supervision Agreement or any Shipmanagement Agreement, shall ensure that exercise commercially reasonable care to cause any purchases of products or services from any affiliates, any Submanager or any other related entity shall 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-arm’s length basis from unrelated third parties. 4.14 SECTION 4.7. During the term hereof, the Manager agrees that, other than as provided in this Section 4.14, that it will provide the services in this Agreement Services to the Group Subsidiaries on an exclusive basis and and, without receiving the prior Consent of the Parent, it will not provide any Management Services or other services contemplated herein to any entity without receiving other than the prior written approval Subsidiaries; provided, however, the Manager may also provide the Services to entities formed pursuant to the Framework Deed between the Parent, Costamare Ventures Inc. and York dated 15 May 2013 as amended from time to time. SECTION 4.8. If a Vessel (which expression for the purposes of the Owner, other than: (athis Section shall include any Newbuild to be acquired by a Subsidiary) the Owner and each Subsidiary; (b) any entity or vessel a Container Vessel directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Xxxxxxx, Danaos Investments Limited as a third party are both available and meet the Trustee criteria for a charter being fixed by the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectivelyManager, the “Coustas Entities”) (or any (i) current or future beneficiaries of Vessel shall be offered such charter first and the Coustas Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning a Drybulk Carrier or a Containership of larger than 2,500 TEU, Parent shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation and its subsidiaries. For the avoidance of doubt48 hours from such offer being received to accept such offer, nothing in this Section 4.14 failing which such charter shall be construed then offered to restrict the Manager from providing any Management Services or other services contemplated herein to any entity or vessel directly or indirectly owned or controlled, in whole or in part, or operated by any Coustas Entity (or any (i) current or future beneficiaries of the Coustas Family Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can be provided services in accordance with the terms of this Section 4.14)relevant third party. 4.15 SECTION 4.9. The Manager shall at all times maintain appropriate and keep true necessary accounts and correct accounts records as regards the Services and shall make the same available for inspection and auditing by the Owner or any Subsidiary Parent at such times as may be mutually agreedagreed by the Manager, on the one hand, and the Parent, on the other hand. 4.16 SECTION 5.1. The Manager agrees that shall provide certain general administrative services to the Owner shall have Subsidiaries, including, but not limited to, the right at following (in the case of paragraphs (a) to (e) and paragraph (i) below, upon the request of the Parent): (a) keeping all books and records of things done and transactions performed on behalf of any Subsidiary and/or the Parent (as the case may be) as it may require from time to inspect time, including, but not limited to, liaising with accountants, lawyers and other professional advisors and maintaining the necessary technical infrastructure such as computer network, PCs etc.; (b) except as otherwise contemplated herein, representing any Vessel Subsidiary generally in its dealings and relations with third parties; (c) maintaining the general ledgers of the Subsidiaries and/or the Parent (as the case may be), preparation of periodic consolidated financial statements of the Parent and/or the Subsidiaries (as the case may be), including, but not limited to, those required for governmental and regulatory or self-regulatory agency filings and reports to shareholders, arranging of the auditing and/or review of any such financial statements and the provision of related data processing services; (d) preparing and providing (or procuring, at the relevant Subsidiary’s cost, a third party service provider to prepare and provide) tax returns required by any law or regulatory authority; (e) arranging for the provision of advisory services (either directly or, at the relevant Subsidiary’s cost, through a third party service provider) to ensure such Subsidiary is in compliance with all applicable laws, including all relevant securities laws; (f) either directly or, at the relevant Subsidiary’s cost, through a third party service provider (such as by appointing lawyers), providing for the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition on behalf of such Subsidiary arising in connection with the business of such Subsidiary for an amount not exceeding US$1,000,000 or its equivalent, including the pursuit by such Subsidiary of any rights of indemnification or reimbursement; (g) administering payroll services, benefits and director’s or consultant’s fees, as applicable, for any reason the Owner considers necessary.person providing services of an employee, officer, consultant or director of a Subsidiary; 4.17 Where the Manager is providing technical management services in accordance with Section 6.1, the Manager shall procure that the requirements of the law of the flag (h) handling general and administrative expenses of each Vessel are satisfied Subsidiary; (i) assisting each Subsidiary and/or the Parent (as the case may be) in establishing and maintaining a system of internal controls sufficient to satisfy any applicable law or regulatory requirements; and (j) maintaining, at the Manager shall relevant Subsidiary’s cost, such Subsidiary’s corporate existence, qualification and good standing in particular be deemed to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel all necessary jurisdictions and taking over the duties assisting in all other corporate and responsibilities imposed by the ISM Code when applicableregulatory compliance requirements.

THE MANAGER’S GENERAL OBLIGATIONS. 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 Section 1.1 In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it in writing by any member of the Group and serve the Group faithfully and diligently in the performance of this AgreementGroup, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry shipmanagement standards. 4.3 For each Vessel now or hereinafter owned by any member of the Group, the Owner shall cause each Subsidiary to enter with the Manager into 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, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and the Section 1.2 The Manager shall act and do all and/or any of the following acts or things described in this Agreement and each the relevant Shipmanagement Agreement or, as the case may be, Supervision Agreement applicable to each Vessel in the name and/or on behalf of the Owner and/or its Subsidiaries in all parts of Parent and/or, as the world directly or through its agentscontext may require, the relevant Subsidiary. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordingly. Should the Owner decide not to extend the term of this Agreement pursuant to Section 16 hereof, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term of this Agreement. 4.5 1.3 The Manager acknowledges that the services it will provide pursuant to the Shipmanagement Agreements and the Supervision Agreements are not limited to the services described in such agreements and are instead as include those set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 Section 1.4 The Manager shall ensure that all material property of any member of the Group is clearly identified as such, held separately from the property of the Manager and, where applicable, held in safe custody. 4.8 Section 1.5 The Manager shall ensure that adequate manpower is employed by it to perform its obligations under this Agreement. 4.9 During ; provided, however, that the term hereof (as provided Manager, in Section 16.1 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 provide be entitled to allocate available resources and services in such manner as in the Management Services prevailing circumstances the Manager considers to the Group, subject always to the objectives be fair and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Managerreasonable. 4.10 Section 1.6 Notwithstanding anything to the contrary contained in this Agreement, any Shipmanagement Agreement or the Shipmanagement Agreementsany Supervision Agreement, the Manager agrees that any and all decisions of a material nature relating to the OwnerParent, any Subsidiary Subsidiary, or any Vessel shall be reserved to the OwnerParent, such decisions including, but not being limited to: (a) the purchase and/or sale of shares in a company any entity or other assets of a material nature; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationshipsrelationships between any member of the Group and a third party or another member of the Group; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 100,000 or its equivalent. 4.11 Section 1.7 During the term hereofTerm, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful and reasonable directions, regulations and or recommendations made by such authorized representative, and in the absence of any specific directions, regulations and directions or recommendations as aforesaid and 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. 4.12 Section 1.8 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, which shall be restricted to the Group, 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, subject always to the discretion of any Executive Officer Supervision Agreement or other authorized representative of the Owner. 4.13 The Manager, in the performance of its responsibilities under this any Shipmanagement Agreement, shall ensure that any purchases of products or services from any affiliates, any Submanager of its affiliates or any other related entity shall 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 third parties. 4.14 Section 1.9 During the term hereof, the Manager agrees that, other than except as provided in this Section 4.1412.4(b),, it will provide the services in this Agreement to the Group on an exclusive basis and and, without receiving the Consent of the Parent, it will not provide any Management Services or other services contemplated herein to any entity without receiving other than the prior written approval of the OwnerParent, other than: (a) the Owner as applicable, and each Subsidiary;. (b) any entity or vessel Section 1.10 If a Vessel and a Drybulk Vessel directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Xxxxxxx, Danaos Investments Limited as the Trustee for the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectively, the “Coustas Entities”) (or any (i) current or future beneficiaries of the Coustas Trust, Hajioannou Entities (ii) entities beneficially owned by other than through the Parent or to the extent that such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning Hajioannou Entity is no longer subject to a Drybulk Carrier or a Containership of larger than 2,500 TEU, shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation are both available and its subsidiariesmeet the criteria for a charter being fixed by the Manager, then the Vessel shall receive such charter. For the avoidance of doubt, nothing in this Section 4.14 4.10 shall be construed apply only to restrict Drybulk Vessels owned or operated, directly or indirectly, by any Hajioannou Entity that is under the Manager from providing any Management Services or other services contemplated herein commercial management of the Manager, and shall not apply to any entity Drybulk Vessel owned or vessel operated, directly or indirectly owned or controlledindirectly, in whole or in part, or operated by any Coustas Hajioannou Entity (or any (i) current or future beneficiaries that is not under the commercial management of the Coustas Family Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can be provided services in accordance with the terms of this Section 4.14)Manager. 4.15 Section 1.11 The Manager shall at all times maintain and keep true and correct accounts as regards the Services and shall make the same available for inspection and auditing by the Owner or any Subsidiary Parent at such times as may be mutually agreed. 4.16 The Manager agrees that agreed by the Owner shall have Manager, on the right at any time to inspect any Vessel for any reason the Owner considers necessary. 4.17 Where the Manager is providing technical management services in accordance with Section 6.1one hand, the Manager shall procure that the requirements of the law of the flag of each Vessel are satisfied and the Manager shall in particular be deemed to be Parent, on the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicableother hand.

THE MANAGER’S GENERAL OBLIGATIONS. 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 SECTION 4.1. In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it in writing by any member of the Group and serve the Group faithfully and diligently in the performance of this AgreementGroup, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry shipmanagement standards. 4.3 For each Vessel now or hereinafter owned by any member of the Group, the Owner shall cause each Subsidiary to enter with the Manager into 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, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and the SECTION 4.2. The Manager shall act and do all and/or any of the following acts or things described in this Agreement and each the relevant Shipmanagement Agreement or, as the case may be, Supervision Agreement applicable to each Vessel in the name and/or on behalf of the Owner and/or its Subsidiaries in all parts of Parent and/or, as the world directly or through its agentscontext may require, the relevant Subsidiary. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordinglySECTION 4.3. Should the Owner decide not to extend the term of this Agreement pursuant to Section 16 hereof, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term of this Agreement. 4.5 The Manager acknowledges that the services it will provide pursuant to the Shipmanagement Agreements and the Supervision Agreements are not limited to the services described in such agreements and are instead as include those set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 SECTION 4.4. The Manager shall ensure that all material property of any member of the Group is clearly identified as such, held separately from the property of the Manager and, where applicable, held in safe custody. 4.8 SECTION 4.5. The Manager shall ensure that adequate manpower is employed by it to perform its obligations under this Agreement. 4.9 During , PROVIDED HOWEVER, that the term hereof (as provided Manager, in Section 16.1 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 provide be entitled to allocate available resources and services in such manner as in the Management Services prevailing circumstances the Manager considers to the Group, subject always to the objectives be fair and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Managerreasonable. 4.10 SECTION 4.6. Notwithstanding anything to the contrary contained in this Agreement, any Shipmanagement Agreement or the Shipmanagement Agreementsany Supervision Agreement, the Manager agrees that any and all decisions of a material nature relating to the OwnerParent, any Subsidiary Subsidiary, or any Vessel shall be reserved to the OwnerParent, such decisions including, but not being limited to: (a) the purchase and/or sale of shares in a company any entity or other assets of a material nature; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationshipsrelationships between any member of the Group and a third party or another member of the Group; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 100,000 or its equivalent. 4.11 SECTION 4.7. During the term hereofTerm, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful and reasonable directions, regulations and or recommendations made by such authorized representative, and in the absence of any specific directions, regulations and directions or recommendations as aforesaid and 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. 4.12 SECTION 4.8. 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, which shall be restricted to the Group, 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, subject always to the discretion of any Executive Officer Supervision Agreement or other authorized representative of the Owner. 4.13 The Manager, in the performance of its responsibilities under this any Shipmanagement Agreement, shall ensure that any purchases of products or services from any affiliates, any Submanager of its affiliates or any other related entity shall 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 third parties. 4.14 SECTION 4.9. During the term hereof, the Manager agrees that, other than except as provided in this Section 4.1412.4(b), it will provide the services in this Agreement to the Group on an exclusive basis and and, without receiving the Consent of the Parent, it will not provide any Management Services or other services contemplated herein to any entity without receiving other than the prior written approval of the Owner, other than: (a) the Owner Parent and each Subsidiary;. (b) any entity or vessel SECTION 4.10. If a Vessel and a Drybulk Vessel directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Xxxxxxx, Danaos Investments Limited as the Trustee for the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectively, the “Coustas Entities”) (or any (i) current or future beneficiaries of the Coustas Trust, Hajioannou Entities (ii) entities beneficially owned by other than through the Parent or to the extent that such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning Hajioannou Entity is no longer subject to a Drybulk Carrier or a Containership of larger than 2,500 TEU, shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation are both available and its subsidiaries. For meet the avoidance of doubtcriteria for a charter being fixed by the Manager, nothing in this Section 4.14 the Vessel shall be construed to restrict the Manager from providing any Management Services or other services contemplated herein to any entity or vessel directly or indirectly owned or controlled, in whole or in part, or operated by any Coustas Entity (or any (i) current or future beneficiaries of the Coustas Family Trust, (ii) entities beneficially owned by receive such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can be provided services in accordance with the terms of this Section 4.14)charter. 4.15 SECTION 4.11. The Manager shall at all times maintain and keep true and correct accounts as regards the Services and shall make the same available for inspection and auditing by the Owner or any Subsidiary Parent at such times as may be mutually agreed. 4.16 The Manager agrees that agreed by the Owner shall have Manager, on the right at any time to inspect any Vessel for any reason the Owner considers necessary. 4.17 Where the Manager is providing technical management services in accordance with Section 6.1one hand, the Manager shall procure that the requirements of the law of the flag of each Vessel are satisfied and the Manager shall in particular be deemed to be Parent, on the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicableother hand.

THE MANAGER’S GENERAL OBLIGATIONS. 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 SECTION 4.1. In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it by the Group and serve the Group faithfully and diligently in the performance of this Agreement, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry standards. 4.3 For each Vessel now or hereinafter owned writing by any member of the Partnership Group. SECTION 4.2. For each Vessel or, as the Owner shall cause each Subsidiary to enter with the Manager into a contract substantially in the form attached hereto as Appendix I (each a “Shipmanagement Agreement” and collectively the “Shipmanagement Agreements”)case may be, with such alterations and additions as are appropriate (provided, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and Newbuild the Manager shall act and do all and/or any of the following acts or things described in this Agreement and each the relevant Shipmanagement Agreement or Supervision Agreement applicable to each such Vessel or Newbuild in the name and/or on behalf of the Owner Partnership and/or its Subsidiaries in all parts of the world directly relevant Subsidiary or through its agentsSubsidiaries. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordinglySECTION 4.3. Should the Owner decide not to extend the term of this Agreement pursuant to Section 16 hereof, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term of this Agreement. 4.5 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 are instead as include those set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 SECTION 4.4. The Manager shall ensure that exercise commercially reasonable care to cause all material property of any member of the Partnership Group is to be clearly identified as such, held separately from the property of the Manager and, where applicable, held in safe custody. 4.8 SECTION 4.5. The Manager shall ensure that exercise commercially reasonable care to cause adequate manpower is to be employed by it to perform its obligations under this Agreement. 4.9 During , PROVIDED HOWEVER, that the term hereof (as provided in Section 16.1 of this Agreement), the Manager shall provide the Management Services to the Group, subject always to the objectives and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Manager. 4.10 Notwithstanding anything to the contrary contained in this Agreement or the Shipmanagement Agreements, the Manager agrees that any and all decisions of a material nature relating to the Owner, any Subsidiary or any Vessel shall be reserved to the Owner, such decisions including, but not being limited to: (a) the purchase and/or sale of shares in a company or other assets of a material nature; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationships; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 or its equivalent. 4.11 During the term hereof, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful directions, regulations and recommendations made by such authorized representative, and in the absence of any specific directions, regulations and 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. 4.12 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, which shall be restricted to the Group, clients (including Costamare) 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 Partnership Group, any Subsidiary, any Vessel or any Newbuild under construction shall be reserved to the General Partner, or, after a Board Election, the Partnership, 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 Partnership Group in accordance with the directions of the authorized representative or, as the case may be, representatives of the respective member of the Partnership 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 always to the discretion terms and conditions of any Executive Officer or other authorized representative this Agreement, shall provide general administrative and advisory services in connection with the management of the Ownerbusiness of the Partnership Group. 4.13 SECTION 4.8. The Manager, in the performance of its responsibilities under this Agreement, any Supervision Agreement or any Shipmanagement Agreement, shall ensure that exercise commercially reasonable care to cause any purchases of products or services from any affiliates, any Submanager or any other related entity shall 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-arm’s length basis from unrelated third parties. 4.14 SECTION 4.9. During the term hereof, the Manager agrees that, other than as provided in this Section 4.14, that it will provide the services in this Agreement Services to the Partnership Group and Costamare and their respective subsidiaries on an exclusive basis and and, without receiving the prior Consent of the Partnership, it will not provide any Management Services or other services contemplated herein to any entity without receiving other than the prior written approval Partnership Group and Costamare and their respective subsidiaries; provided, however, the Manager may also provide the Services to entities formed pursuant Framework Agreement between Costamare, Costamare Ventures Inc. and York dated 15 May 2013 as amended from time to time. 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 Owner, other than: (aPartnership Group) the Owner and each Subsidiary; (b) any entity or vessel a Container Vessel directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Xxxxxxx, Danaos Investments Limited as a third party are both available and meet the Trustee criteria for a charter being fixed by the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectivelyManager, the “Coustas Entities”) (or any (i) current or future beneficiaries of Vessel shall be offered such charter first and the Coustas Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning a Drybulk Carrier or a Containership of larger than 2,500 TEU, Partnership shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation and its subsidiaries. For the avoidance of doubt48 hours from such offer being received to accept such offer, nothing in this Section 4.14 failing which such charter shall be construed then offered to restrict the Manager from providing any Management Services or other services contemplated herein to any entity or vessel relevant third party. If a Vessel and a Container Vessel directly or indirectly owned or controlledoperated by Costamare are both available and meet the criteria for a charter being fixed by the Manager, in whole or in part, the Container Vessel owned or operated by any Coustas Entity (or any (i) current or future beneficiaries of the Coustas Family TrustCostamare shall be offered such charter first, (ii) entities beneficially owned by provided that such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can Container Vessel shall be provided services in accordance with subject to the terms of this Section 4.14)the Omnibus Agreement, as applicable. 4.15 SECTION 4.11. The Manager shall at all times maintain appropriate and keep true necessary accounts and correct accounts records as regards the Services and shall make the same available for inspection and auditing by the Owner or any Subsidiary Partnership at such times as may be mutually agreedagreed by the Manager, on the one hand, and the Partnership, on the other hand. 4.16 SECTION 5.1. The Manager agrees that shall provide certain general administrative services to the Owner shall have Partnership Group, including, but not limited to, the right at following: (a) keeping all books and records of things done and transactions performed on behalf of any member of the Partnership Group as it may require from time to inspect time, including, but not limited to, liaising with accountants, lawyers and other professional advisors; (b) except as otherwise contemplated herein, representing any Vessel member of the Partnership Group generally in its dealings and relations with third parties; (c) maintaining the general ledgers of the Partnership Group, establishing bank accounts with such financial institutions as the Partnership may request, managing, administering and reconciling of the Partnership Group’s bank accounts, preparation of periodic consolidated financial statements of the Partnership Group, including, but not limited to, those required for governmental and regulatory or self-regulatory agency filings and reports to unitholders or other holders of partnership interests, arranging of the auditing and/or review of any reason such financial statements and the Owner considers necessary.provision of related data processing services; 4.17 Where (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 Partnership or any member of the Partnership Group may be listed or quoted; (e) preparing and providing (or procuring, at the Partnership’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 Partnership Group; (f) arranging for the provision of advisory services (either directly or, at the Partnership’s cost, through a third party service provider) to ensure the Partnership Group is in compliance with all applicable laws, including all relevant securities laws, including the preparation for review, approval and filing by the Partnership 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 Partnership or with other securities exchanges on which the Partnership’s securities are listed; including the preparation for review, approval and filing by the Partnership Group of reports and other documents with all applicable regulatory authorities; provided that nothing herein shall permit or authorize the Manager to act for or on behalf of the Partnership in its relationship with regulatory authorities, except to the extent that specific authorization may from time to time be given by the General Partner, or, after a Board Election, the Partnership; (g) either directly or, at the Partnership’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 Partnership Group arising in connection with the business of any member of the Partnership Group for an amount not exceeding US$1,000,000 or its equivalent, including the pursuit by any member of the Partnership 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 Partnership Group (and any and all committees thereof) that, where applicable, contain such information as is providing technical management services 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 Section 6.1the Partnership’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 person providing services of an employee, officer, consultant or director of the Partnership Group; (l) handling general and administrative expenses of the Partnership, which are related to its operation as public company and, upon being placed by the Partnership in funds in accordance with the terms of this Agreement, arranging for the payment of the same; (m) either directly or, at the Partnership’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 unitholders of the Partnership pursuant to the Limited Partnership Agreement, (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 Partnership in sufficient time prior to the dates upon which they must be mailed, filed or otherwise relied upon so that the Partnership has full opportunity to review, approve, execute and return them to the Manager for filing or mailing or other disposition as the Partnership may require or direct; (n) providing, at the request and under the direction of the Partnership, such communications to the transfer agent for the Partnership as may be necessary or desirable; (o) assisting the Partnership in establishing and maintaining a system of internal controls sufficient to satisfy applicable regulatory requirements; (p) providing the Partnership Group with office accommodation, equipment, office staff (including all accounting, clerical, secretarial, corporate administrative and information technology services as may be reasonably necessary), facilities and stationery; (q) maintaining, at the Partnership’s cost, the Manager shall procure that the requirements Partnership’s and each other member’s of the law Partnership Group corporate existence, qualification and good standing in all necessary jurisdictions and assisting in all other corporate and regulatory compliance requirements; (r) at the Partnership’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 flag Partnership Group and/or for dissolving any member of the Partnership Group, in all necessary jurisdictions; (s) at the request of the Partnership, negotiating the terms and thereafter arranging for cash management services and/or hedging arrangements, in each Vessel are satisfied case with a third party provider at the cost of the Partnership; (t) at the request of the Partnership, monitoring the performance of investment managers; and (u) providing any such other administrative services as the General Partner, or, after a Board Election, the Partnership, the Executive Officers or any other representative of the Partnership may request and the Manager shall in particular be deemed may agree to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicableprovide from time to time.

THE MANAGER’S GENERAL OBLIGATIONS. 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 SECTION 4.1. In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it in writing by any member of the Group and serve the Group faithfully and diligently in the performance of this AgreementGroup, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry shipmanagement standards. 4.3 For each Vessel now or hereinafter owned by any member of the Group, the Owner shall cause each Subsidiary to enter with the Manager into 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, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and the SECTION 4.2. The Manager shall act and do all and/or any of the following acts or things described in this Agreement and each the relevant Shipmanagement Agreement or, as the case may be, Supervision Agreement applicable to each Vessel in the name and/or on behalf of the Owner and/or its Subsidiaries in all parts of Parent and/or, as the world directly or through its agentscontext may require, the relevant Subsidiary. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordinglySECTION 4.3. Should the Owner decide not to extend the term of this Agreement pursuant to Section 16 hereof, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term of this Agreement. 4.5 The Manager acknowledges that the services it will provide pursuant to the Shipmanagement Agreements and the Supervision Agreements are not limited to the services described in such agreements and are instead as include those set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 SECTION 4.4. The Manager shall ensure that all material property of any member of the Group is clearly identified as such, held separately from the property of the Manager and, where applicable, held in safe custody. 4.8 SECTION 4.5. The Manager shall ensure that adequate manpower is employed by it to perform its obligations under this Agreement. 4.9 During , PROVIDED HOWEVER, that the term hereof (as provided Manager, in Section 16.1 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 provide be entitled to allocate available resources and services in such manner as in the Management Services prevailing circumstances the Manager considers to the Group, subject always to the objectives be fair and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Managerreasonable. 4.10 SECTION 4.6. Notwithstanding anything to the contrary contained in this Agreement, any Shipmanagement Agreement or the Shipmanagement Agreementsany Supervision Agreement, the Manager agrees that any and all decisions of a material nature relating to the OwnerParent, any Subsidiary Subsidiary, or any Vessel shall be reserved to the OwnerParent, such decisions including, but not being limited to: (a) the purchase and/or sale of shares in a company any entity or other assets of a material naturenature or the sale of a Vessel or the purchase of a vessel; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationshipsrelationships between any member of the Group and a third party or another member of the Group; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 100,000 or its equivalent. 4.11 SECTION 4.7. During the term hereofTerm, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful and reasonable directions, regulations and or recommendations made by such authorized representative, and in the absence of any specific directions, regulations and directions or recommendations as aforesaid and 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. 4.12 SECTION 4.8. 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, which shall be restricted to the Group, 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, subject always to the discretion of any Executive Officer Supervision Agreement or other authorized representative of the Owner. 4.13 The Manager, in the performance of its responsibilities under this any Shipmanagement Agreement, shall ensure that any purchases of products or services from any affiliates, any Submanager of its Affiliates or any other related entity shall 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 third parties. 4.14 SECTION 4.9. During the term hereof, the Manager agrees that, other than as provided except in this Section 4.14respect of the Icon Vessels and the Xxxxxx, it will provide the services in this Agreement to the Group on an exclusive basis and and, without receiving the Consent of the Parent, neither it nor any Affiliate of the Manager will not provide any Management Services or other services contemplated herein to any entity without receiving the prior written approval of the Owner, other than: (a) the Owner and each Subsidiary; (b) any entity or vessel directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Xxxxxxx, Danaos Investments Limited as the Trustee for the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectively, the “Coustas Entities”) (or any (i) current or future beneficiaries of the Coustas Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning a Drybulk Carrier or a Containership of larger than 2,500 TEU, shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation and its subsidiaries. For the avoidance of doubt, nothing in this Section 4.14 shall be construed to restrict the Manager from providing any Management Services or other services contemplated herein to any entity or vessel directly or indirectly owned or controlled, in whole or in part, or operated by any Coustas Entity (or any (i) current or future beneficiaries of the Coustas Family Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can be provided services in accordance with the terms of this Section 4.14)Parent and the Subsidiaries. 4.15 SECTION 4.10. The Manager shall at all times maintain and keep true and correct accounts as regards the Services and shall make the same available for inspection and auditing by the Owner or any Subsidiary Parent at such times as may be mutually agreedagreed by the Manager, on the one hand, and the Parent, on the other hand. 4.16 SECTION 5.1. The Manager agrees that shall provide certain general administrative services to the Owner shall have Group, including, but not limited to, the right at 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 inspect time, including, but not limited to, liaising with accountants, lawyers and other professional advisors; (b) except as otherwise contemplated herein, representing any Vessel member of the Group generally in its dealings and relations with third parties; (c) maintaining the general ledgers of the Group, reconciling of the Group’s bank accounts, preparing of periodic financial statements, including, but not limited to, those required for governmental and regulatory or self-regulatory agency filings and reports to shareholders, arranging for the audit of any reason such financial statements and the Owner considers necessary.provision of related data processing services; 4.17 Where (d) providing assistance in the preparation and filing of periodic and other reports, proxy statements, registration statements and other documents and reports required by applicable law 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 all 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) appointing lawyers, at the Parent’s cost, for providing all legal services to ensure that each member of the Group is in compliance with all applicable laws, including all relevant securities laws, and owns or possesses all licenses, patents, copyrights and trademarks which are necessary and used in the operation of its business; (g) appointing lawyers, at the Parent’s cost, for 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 $100,000 or its equivalent, including the pursuit by any member of the Group of any rights of indemnification or reimbursement; (h) providing advice to the Group with respect to financing, including entering into negotiations with banks or other financial institutions for the purpose of arranging financing for the Parent and its Subsidiaries and the 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 is providing technical management services 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 Section 6.1the 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 any member of the Group; (l) at the request of the Parent, negotiating and arranging for cash management services, financing and hedging arrangements relating to interest rates, currency exchange rates and commodity prices; (m) handling general and administrative expenses of the Parent, which are related to its operation as a public company and, upon being provided by the Parent with funds in accordance with the terms of Article X of this Agreement, arranging for the payment of the same; (n) appointing lawyers, at the Parent’s cost, for 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; (o) 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; and (p) providing any such other administrative services as the Parent, the Manager shall procure that the requirements authorized Executive Officers or any other representative of the law of the flag of each Vessel are satisfied Parent may request and the Manager shall in particular be deemed may agree to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicableprovide from time to time.

THE MANAGER’S GENERAL OBLIGATIONS. 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 Section 1.1 In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it in writing by any member of the Group and serve the Group faithfully and diligently in the performance of this AgreementGroup, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry shipmanagement standards. 4.3 For each Vessel now or hereinafter owned by any member of the Group, the Owner shall cause each Subsidiary to enter with the Manager into 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, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and the Section 1.2 The Manager shall act and do all and/or any of the following acts or things described in this Agreement and each the relevant Shipmanagement Agreement or, as the case may be, Supervision Agreement applicable to each Vessel in the name and/or on behalf of the Owner and/or its Subsidiaries in all parts of Parent and/or, as the world directly or through its agentscontext may require, the relevant Subsidiary. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordingly. Should the Owner decide not to extend the term of this Agreement pursuant to Section 16 hereof, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term of this Agreement. 4.5 1.3 The Manager acknowledges that the services it will provide pursuant to the Shipmanagement Agreements and the Supervision Agreements are not limited to the services described in such agreements and are instead as include those set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 Section 1.4 The Manager shall ensure that all material property of any member of the Group is clearly identified as such, held separately from the property of the Manager and, where applicable, held in safe custody. 4.8 Section 1.5 The Manager shall ensure that adequate manpower is employed by it to perform its obligations under this Agreement. 4.9 During ; provided, however, that the term hereof (as provided Manager, in Section 16.1 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 provide be entitled to allocate available resources and services in such manner as in the Management Services prevailing circumstances the Manager considers to the Group, subject always to the objectives be fair and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Managerreasonable. 4.10 Section 1.6 Notwithstanding anything to the contrary contained in this Agreement, any Shipmanagement Agreement or the Shipmanagement Agreementsany Supervision Agreement, the Manager agrees that any and all decisions of a material nature relating to the OwnerParent, any Subsidiary Subsidiary, or any Vessel shall be reserved to the OwnerParent, such decisions including, but not being limited to: (a) the purchase and/or sale of shares in a company any entity or other assets of a material nature; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationshipsrelationships between any member of the Group and a third party or another member of the Group; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 100,000 or its equivalent. 4.11 Section 1.7 During the term hereofTerm, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the USActive 42608227.13 lawful and reasonable directions, regulations and or recommendations made by such authorized representative, and in the absence of any specific directions, regulations and directions or recommendations as aforesaid and 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. 4.12 Section 1.8 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, which shall be restricted to the Group, 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, subject always to the discretion of any Executive Officer Supervision Agreement or other authorized representative of the Owner. 4.13 The Manager, in the performance of its responsibilities under this any Shipmanagement Agreement, shall ensure that any purchases of products or services from any affiliates, any Submanager of its affiliates or any other related entity shall 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 third parties. 4.14 Section 1.9 During the term hereof, the Manager agrees that, other than except as provided in this Section 4.1412.4(b), it will provide the services in this Agreement to the Group on an exclusive basis and and, without receiving the Consent of the Parent, it will not provide any Management Services or other services contemplated herein to any entity without receiving other than the prior written approval of the OwnerParent, other than: (a) the Owner as applicable, and each Subsidiary;. (b) any entity or vessel Section 1.10 If a Vessel and a Drybulk Vessel directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Xxxxxxx, Danaos Investments Limited as the Trustee for the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectively, the “Coustas Entities”) (or any (i) current or future beneficiaries of the Coustas Trust, Hajioannou Entities (ii) entities beneficially owned by other than through the Parent or to the extent that such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning Hajioannou Entity is no longer subject to a Drybulk Carrier or a Containership of larger than 2,500 TEU, shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation are both available and its subsidiariesmeet the criteria for a charter being fixed by the Manager, then the Vessel shall receive such charter. For the avoidance of doubt, nothing in this Section 4.14 4.10 shall be construed apply only to restrict Drybulk Vessels owned or operated, directly or indirectly, by any Hajioannou Entity that is under the Manager from providing any Management Services or other services contemplated herein commercial management of the Manager, and shall not apply to any entity Drybulk Vessel owned or vessel operated, directly or indirectly owned or controlledindirectly, in whole or in part, or operated by any Coustas Hajioannou Entity (or any (i) current or future beneficiaries that is not under the commercial management of the Coustas Family Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can be provided services in accordance with the terms of this Section 4.14)Manager. 4.15 Section 1.11 The Manager shall at all times maintain and keep true and correct accounts as regards the Services and shall make the same available for inspection and auditing by the Owner or any Subsidiary Parent at such times as may be mutually agreed. 4.16 The Manager agrees that agreed by the Owner shall have Manager, on the right at any time to inspect any Vessel for any reason the Owner considers necessary. 4.17 Where the Manager is providing technical management services in accordance with Section 6.1one hand, the Manager shall procure that the requirements of the law of the flag of each Vessel are satisfied and the Manager shall in particular be deemed to be Parent, on the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicableother hand.

THE MANAGER’S GENERAL OBLIGATIONS. 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 SECTION 4.1. In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it by the Group and serve the Group faithfully and diligently in the performance of this Agreement, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry standards. 4.3 For each Vessel now or hereinafter owned writing by any member of the Group. SECTION 4.2. For each Vessel or, as the Owner shall cause each Subsidiary to enter with the Manager into a contract substantially in the form attached hereto as Appendix I (each a “Shipmanagement Agreement” and collectively the “Shipmanagement Agreements”)case may be, with such alterations and additions as are appropriate (provided, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and Newbuild the Manager shall act and do all and/or any of the following acts or things described in this Agreement and each the relevant Shipmanagement Agreement or Supervision Agreement applicable to each such Vessel or Newbuild in the name and/or on behalf of the Owner Parent and/or its Subsidiaries in all parts of the world directly relevant Subsidiary or through its agentsSubsidiaries. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordinglySECTION 4.3. Should the Owner decide not to extend the term of this Agreement pursuant to Section 16 hereof, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term of this Agreement. 4.5 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 are instead as include those set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 SECTION 4.4. The Manager shall ensure that exercise commercially reasonable care to cause all material property of any member of the Group is to be clearly identified as such, held separately from the property of the Manager and, where applicable, held in safe custody. 4.8 SECTION 4.5. The Manager shall ensure that exercise commercially reasonable care to cause adequate manpower is to be employed by it to perform its obligations under this Agreement. 4.9 During , PROVIDED HOWEVER, that the term hereof (as provided in Section 16.1 of this Agreement), the Manager shall provide the Management Services to the Group, subject always to the objectives and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Manager. 4.10 Notwithstanding anything to the contrary contained in this Agreement or the Shipmanagement Agreements, the Manager agrees that any and all decisions of a material nature relating to the Owner, any Subsidiary or any Vessel shall be reserved to the Owner, such decisions including, but not being limited to: (a) the purchase and/or sale of shares in a company or other assets of a material nature; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationships; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 or its equivalent. 4.11 During the term hereof, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful directions, regulations and recommendations made by such authorized representative, and in the absence of any specific directions, regulations and 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. 4.12 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, which shall be restricted to the Group, 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 always to the discretion terms and conditions of any Executive Officer or other authorized representative this Agreement, shall provide general administrative and advisory services in connection with the management of the Ownerbusiness of the Group. 4.13 SECTION 4.8. The Manager, in the performance of its responsibilities under this Agreement, any Supervision Agreement or any Shipmanagement Agreement, shall ensure that exercise commercially reasonable care to cause any purchases of products or services from any affiliates, any Submanager or any other related entity shall 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-arm’s length basis from unrelated third parties. 4.14 SECTION 4.9. During the term hereof, the Manager agrees that, other than as provided in this Section 4.14, that it will provide the services in this Agreement Services to the Group on an exclusive basis and and, without receiving the prior Consent of the Parent, it will not provide any Management Services or other services contemplated herein to any entity without receiving other than the prior written approval of the Owner, other than: (a) the Owner Parent and each Subsidiary;. SECTION 4.10. If a Vessel (bwhich expression for the purposes of this Section shall include any Newbuild to be acquired by a member of the Group) any entity or vessel and a Container Vessel directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Xxxxxxx, Danaos Investments Limited as a third party are both available and meet the Trustee criteria for a charter being fixed by the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectivelyManager, the “Coustas Entities”) (or any (i) current or future beneficiaries of Vessel shall be offered such charter first and the Coustas Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning a Drybulk Carrier or a Containership of larger than 2,500 TEU, Parent shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation and its subsidiaries. For the avoidance of doubt48 hours from such offer being received to accept such offer, nothing in this Section 4.14 failing which such charter shall be construed then offered to restrict the Manager from providing any Management Services or other services contemplated herein to any entity or vessel directly or indirectly owned or controlled, in whole or in part, or operated by any Coustas Entity (or any (i) current or future beneficiaries of the Coustas Family Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can be provided services in accordance with the terms of this Section 4.14)relevant third party. 4.15 SECTION 4.11. The Manager shall at all times maintain appropriate and keep true necessary accounts and correct accounts records as regards the Services and shall make the same available for inspection and auditing by the Owner or any Subsidiary Parent at such times as may be mutually agreed. 4.16 The Manager agrees that agreed by the Owner shall have Manager, on the right at any time to inspect any Vessel for any reason the Owner considers necessary. 4.17 Where the Manager is providing technical management services in accordance with Section 6.1one hand, the Manager shall procure that the requirements of the law of the flag of each Vessel are satisfied and the Manager shall in particular be deemed to be Parent, on the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicableother hand.

THE MANAGER’S GENERAL OBLIGATIONS. SECTION 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it in writing by any member of the Group and serve the Group faithfully and diligently in the performance of this AgreementGroup, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry shipmanagement standards. 4.3 For each Vessel now or hereinafter owned by any member of the Group, the Owner shall cause each Subsidiary to enter with the Manager into 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, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and the SECTION 4.2 The Manager shall act and do all and/or any of the following acts or things described in this Agreement and each the relevant Shipmanagement Agreement or, as the case may be, Supervision Agreement applicable to each Vessel in the name and/or on behalf of the Owner and/or its Subsidiaries in all parts of Parent and/or, as the world directly or through its agentscontext may require, the relevant Subsidiary. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordingly. Should the Owner decide not to extend the term of this Agreement pursuant to Section 16 hereof, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term of this Agreement. 4.5 SECTION 4.3 The Manager acknowledges that the services it will provide pursuant to the Shipmanagement Agreements and the Supervision Agreements are not limited to the services described in such agreements and are instead as include those set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 SECTION 4.4 The Manager shall ensure that all material property of any member of the Group is clearly identified as such, held separately from the property of the Manager and, where applicable, held in safe custody. 4.8 SECTION 4.5 The Manager shall ensure that adequate manpower is employed by it to perform its obligations under this Agreement. 4.9 During , PROVIDED HOWEVER, that the term hereof (as provided Manager, in Section 16.1 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 provide be entitled to allocate available resources and services in such manner as in the Management Services prevailing circumstances the Manager considers to the Group, subject always to the objectives be fair and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Managerreasonable. 4.10 SECTION 4.6 Notwithstanding anything to the contrary contained in this Agreement, any Shipmanagement Agreement or the Shipmanagement Agreementsany Supervision Agreement, the Manager agrees that any and all decisions of a material nature relating to the OwnerParent, any Subsidiary Subsidiary, or any Vessel shall be reserved to the OwnerParent, such decisions including, but not being limited to: (a) the purchase and/or sale of shares in a company any entity or other assets of a material nature; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationshipsrelationships between any member of the Group and a third party or another member of the Group; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 100,000 or its equivalent. 4.11 SECTION 4.7 During the term hereofTerm, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful and reasonable directions, regulations and or recommendations made by such authorized representative, and in the absence of any specific directions, regulations and directions or recommendations as aforesaid and 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. 4.12 SECTION 4.8 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, which shall be restricted to the Group, 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, subject always to the discretion of any Executive Officer Supervision Agreement or other authorized representative of the Owner. 4.13 The Manager, in the performance of its responsibilities under this any Shipmanagement Agreement, shall ensure that any purchases of products or services from any affiliates, any Submanager of its affiliates or any other related entity shall 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 third parties. 4.14 SECTION 4.9 During the term hereof, the Manager agrees that, other than except as provided in this Section 4.1412.4(b), it will provide the services in this Agreement to the Group on an exclusive basis and and, without receiving the Consent of the Parent, it will not provide any Management Services or other services contemplated herein to any entity without receiving other than the prior written approval of the Owner, other than: (a) the Owner Parent and each Subsidiary;. (b) any entity or vessel SECTION 4.10 If a Vessel and a Drybulk Vessel directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Xxxxxxx, Danaos Investments Limited as the Trustee for the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectively, the “Coustas Entities”) (or any (i) current or future beneficiaries of the Coustas Trust, Hajioannou Entities (ii) entities beneficially owned by other than through the Parent or to the extent that such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning Hajioannou Entity is no longer subject to a Drybulk Carrier or a Containership of larger than 2,500 TEU, shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation are both available and its subsidiaries. For meet the avoidance of doubtcriteria for a charter being fixed by the Manager, nothing in this Section 4.14 the Vessel shall be construed to restrict the Manager from providing any Management Services or other services contemplated herein to any entity or vessel directly or indirectly owned or controlled, in whole or in part, or operated by any Coustas Entity (or any (i) current or future beneficiaries of the Coustas Family Trust, (ii) entities beneficially owned by receive such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can be provided services in accordance with the terms of this Section 4.14)charter. 4.15 SECTION 4.11 The Manager shall at all times maintain and keep true and correct accounts as regards the Services and shall make the same available for inspection and auditing by the Owner or any Subsidiary Parent at such times as may be mutually agreed. 4.16 The Manager agrees that agreed by the Owner shall have Manager, on the right at any time to inspect any Vessel for any reason the Owner considers necessary. 4.17 Where the Manager is providing technical management services in accordance with Section 6.1one hand, the Manager shall procure that the requirements of the law of the flag of each Vessel are satisfied and the Manager shall in particular be deemed to be Parent, on the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicableother hand.

THE MANAGER’S GENERAL OBLIGATIONS. 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it by the Group and serve the Group faithfully and diligently in the performance of this Agreement, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry standards. 4.3 For each Vessel now or hereinafter owned by any member of the Group, the Owner shall cause each Subsidiary to enter with the Manager into 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, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and the Manager shall act and do all and/or any of the following acts or things described in this Agreement and each Shipmanagement Agreement in the name and/or on behalf of the Owner and/or its Subsidiaries in all parts of the world directly or through its agents. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordingly. Should the Owner decide not to extend the term Upon expiry of this Agreement pursuant to Section 16 hereofAgreement, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term expiry of this Agreement. 4.5 The Manager acknowledges that the services it will provide pursuant to the Shipmanagement Agreements are not limited to the services described in such agreements and are instead as set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 The Manager shall ensure that all material property of the Group is clearly identified as such, held separately from the property of the Manager and, where applicable, in safe custody. 4.8 The Manager shall ensure that adequate manpower is employed by it to perform its obligations under this Agreement. 4.9 During the term hereof (as provided in Section 16.1 11.1 of this Agreement), the Manager shall provide the Management Crewing & Technical Services and the Commercial Services to the Group, subject always to the objectives and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Manager. 4.10 Notwithstanding anything to the contrary contained in this Agreement or the Shipmanagement Agreements, the Manager agrees that any and all decisions of a material nature relating to the Owner, any Subsidiary or any Vessel shall be reserved to the Owner, such decisions including, but not being limited to: (a) the purchase and/or sale of shares in a company or other assets of a material nature; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationships; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 or its equivalent. 4.11 During the term hereof, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful directions, regulations and recommendations made by such authorized representative, and in the absence of any specific directions, regulations and 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. 4.12 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, which which, until the occurrence of a Change of Control Release, shall be restricted to the Group, 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, subject always to the discretion of any Executive Officer or other authorized representative of the Owner. 4.13 The Manager, in the performance of its responsibilities under this Agreement, shall ensure that any purchases of products or services from any affiliates, any Submanager or any other related entity shall 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 third parties. 4.14 During the term hereof, the Manager agrees that, subject to Section 4.15 below and other than as provided in this Section 4.14, it will provide the services in this Agreement to the Group on an exclusive basis and it will not provide any Management Crewing & Technical Services, Commercial Services or other services contemplated herein to any entity without receiving the prior written approval of the Owner, other than: (a) the Owner and each Subsidiary; (b) any entity or vessel directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Xxxxxxx, Danaos Investments Investment Limited as the Trustee for the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectively, the “Coustas Entities”) (or any (i) current or future beneficiaries of the Coustas Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning a Drybulk Carrier or a Containership of larger than 2,500 TEU, shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation and its subsidiaries. For the avoidance of doubt, nothing in this Section 4.14 shall be construed to restrict the Manager from providing any Management Crewing & Technical Services, Commercial Services or other services contemplated herein to any entity or vessel directly or indirectly owned or controlled, in whole or in part, or operated by any Coustas Entity (or any (i) current or future beneficiaries of the Coustas Family Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can be provided services in accordance with the terms of this Section 4.14). 4.15 The Manager’s obligations contained in Section 4.14 above shall cease to apply with immediate effect upon the occurrence of a Change of Control Release. 4.16 The Manager shall at all times maintain and keep true and correct accounts and shall make the same available for inspection and auditing by the Owner or any Subsidiary at such times as may be mutually agreed. 4.16 4.17 The Manager agrees that the Owner shall have the right at any time to inspect any Vessel for any reason the Owner considers necessary. 4.17 4.18 Where the Manager is providing technical management services in accordance with Section 6.15.2, the Manager shall procure that the requirements of the law of the flag of each Vessel are satisfied and the Manager shall in particular be deemed to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable.

THE MANAGER’S GENERAL OBLIGATIONS. 4.1 The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. 4.2 In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it by the Group and serve the Group faithfully and diligently in the performance of this Agreement, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry standards. 4.3 For each Vessel now or hereinafter owned by any member of the Group, the Owner shall cause each Subsidiary to enter with the Manager into 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, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and the Manager shall act and do all and/or any of the following acts or things described in this Agreement and each Shipmanagement Agreement in the name and/or on behalf of the Owner and/or its Subsidiaries in all parts of the world directly or through its agents. 4.4 For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordingly. Should the Owner decide not to extend the term of this Agreement pursuant to Section 16 11 hereof, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiration of the stated term of this Agreement. 4.5 The Manager acknowledges that the services it will provide pursuant to the Shipmanagement Agreements are not limited to the services described in such agreements and are instead as set forth in this Agreement. 4.6 In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. 4.7 The Manager shall ensure that all material property of the Group is clearly identified as such, held separately from the property of the Manager and, where applicable, in safe custody. 4.8 The Manager shall ensure that adequate manpower is employed by it to perform its obligations under this Agreement. 4.9 During the term hereof (as provided in Section 16.1 11.1 of this Agreement), the Manager shall provide the Management Crewing & Technical Services and the Commercial Services to the Group, subject always to the objectives and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Manager. 4.10 Notwithstanding anything to the contrary contained in this Agreement or the Shipmanagement Agreements, the Manager agrees that any and all decisions of a material nature relating to the Owner, any Subsidiary or any Vessel shall be reserved to the Owner, such decisions including, but not being limited to: (a) the purchase and/or sale of shares in a company or other assets of a material nature; (b) the purchase or formation of subsidiaries; (c) the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; (d) the entry into and/or termination or amendment of any contractual relationships; and (e) the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 or its equivalent. 4.11 During the term hereof, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful directions, regulations and recommendations made by such authorized representative, and in the absence of any specific directions, regulations and 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. 4.12 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, which shall be restricted to the Group, 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, subject always to the discretion of any Executive Officer or other authorized representative of the Owner. 4.13 The Manager, in the performance of its responsibilities under this Agreement, shall ensure that any purchases of products or services from any affiliates, any Submanager or any other related entity shall 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 third parties. 4.14 During the term hereof, the Manager agrees that, other than as provided in this Section 4.14, it will provide the services in this Agreement to the Group on an exclusive basis and it will not provide any Management Services or other services contemplated herein to any entity without receiving the prior written approval of the Owner, other than: (a) the Owner and each Subsidiary; (b) any entity or vessel directly or indirectly owned or controlled, in whole or in part, or operated by Xxxx Xxxxxxx, Danaos Investments Limited as the Trustee for the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectively, the “Coustas Entities”) (or any (i) current or future beneficiaries of the Coustas Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning a Drybulk Carrier or a Containership of larger than 2,500 TEU, shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and (c) Palmosa Shipping Corporation and its subsidiaries. For the avoidance of doubt, nothing in this Section 4.14 shall be construed to restrict the Manager from providing any Management Services or other services contemplated herein to any entity or vessel directly or indirectly owned or controlled, in whole or in part, or operated by any Coustas Entity (or any (i) current or future beneficiaries of the Coustas Family Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can be provided services in accordance with the terms of this Section 4.14). 4.15 The Manager shall at all times maintain and keep true and correct accounts and shall make the same available for inspection and auditing by the Owner or any Subsidiary at such times as may be mutually agreed. 4.16 The Manager agrees that the Owner shall have the right at any time to inspect any Vessel for any reason the Owner considers necessary. 4.17 Where the Manager is providing technical management services in accordance with Section 6.1, the Manager shall procure that the requirements of the law of the flag of each Vessel are satisfied and the Manager shall in particular be deemed to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable.