6-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2016

Commission File Number: 001-34934

COSTAMARE INC. (Translation of registrant's name into English)

7 Rue du Gabian, MC 98000 Monaco

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F     ☒          Form 40-F     ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

INCORPORATION BY REFERENCE

Exhibits 99.1 and 99.2 to this Report on Form 6-K shall be incorporated by reference into our registration statements on Form F-3, as filed with the Securities and Exchange Commission on November 20, 2013 (File No. 333-191833) and October 27, 2016 (File No. 333-214268), to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.

EXHIBIT INDEX

99.1	Unaudited interim condensed consolidated financial statements of Costamare Inc. for the nine-month period ended September 30, 2016, and the accompanying notes thereto.
99.2	Ninth Supplemental Agreement, dated September 28, 2016, in relation to the Facility Agreement dated 22nd July, 2008 for an amount of (initially) US $1,000,000,000.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  November 8, 2016

COSTAMARE INC.
By:	/s/ Gregory G. Zikos
Name:	Gregory G. Zikos
Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

COSTAMARE INC.

Unaudited Consolidated Balance Sheets

As of December 31, 2015 and September 30, 2016

(Expressed in thousands of U.S. dollars)

	December 31, 2015			September 30, 2016
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	100,105		$	106,720
Restricted cash		14,007			6,365
Accounts receivable		1,111			1,218
Inventories (Note 5)		10,578			10,350
Due from related parties (Notes 3 and 9)		6,012			3,346
Fair value of derivatives (Notes 18 and 19)		352			-
Insurance claims receivable		3,906			5,720
Prepaid lease rentals (Note 11)		4,982			8,745
Accrued charter revenue (Note 12)		457			427
Prepayments and other		3,546			7,430
Total current assets		145,056			150,321
FIXED ASSETS, NET:
Capital leased assets (Note 11)		242,966			388,029
Vessels, net (Note 6)		2,004,650			1,753,300
Total fixed assets, net		2,247,616			2,141,329
NON-CURRENT ASSETS:
Equity method investments (Note 9)		117,931			149,563
Prepaid lease rentals, non-current (Note 11)		35,829			53,877
Accounts receivable, non-current (Note 3)		1,425			1,500
Deferred charges, net (Note 7)		22,809			22,668
Restricted cash		48,708			41,044
Accrued charter revenue, non-current (Note 12)		569			288
Other non-current assets (Note 4)		12,612			12,864
Total assets	$	2,632,555		$	2,573,454
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt, net of deferred financing costs (Note 10)	$	183,828		$	181,353
Accounts payable		4,047			4,178
Due to related parties (Note 3)		371			205
Capital lease obligations, net  (Note 11)		14,307			28,779
Accrued liabilities		15,225			15,161
Unearned revenue (Note 12)		18,356			19,747
Fair value of derivatives (Notes 18 and 19)		32,462			19,752
Other current liabilities		1,712			1,876
Total current liabilities		270,308			271,051
NON-CURRENT LIABILITIES:
Long-term debt, net of current portion  and deferred financing costs (Note 10)		1,134,764			924,096
Capital lease obligations, net of current portion (Note 11)		217,810			338,566
Fair value of derivatives, net of current portion (Notes 18 and 19)		19,655			12,505
Unearned revenue, net of current portion (Note 12)		26,508			19,446
Total non-current liabilities		1,398,737			1,294,613
COMMITMENTS AND CONTINGENCIES (Note 13)		-			-
STOCKHOLDERS' EQUITY:
Preferred stock (Note 14)		-			-
Common stock (Note 14)		8			8
Additional paid-in capital (Note 14)		963,904			982,399
Retained earnings		44,247			55,435
Accumulated other comprehensive loss (Notes 18 and 20)		(44,649	)		(30,052	)
Total stockholders' equity		963,510			1,007,790
Total liabilities and stockholders' equity	$	2,632,555		$	2,573,454

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

1

COSTAMARE INC.

Unaudited Interim Consolidated Statements of Income

For the nine-month periods ended September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

	Nine-month period ended September 30,
	2015			2016
REVENUES:
Voyage revenue	$	368,102		$	358,055
EXPENSES:
Voyage expenses		(1,902	)		(1,456	)
Voyage expenses-related parties (Note 3)		(2,757	)		(2,686	)
Vessels' operating expenses		(88,554	)		(79,648	)
General and administrative expenses		(2,181	)		(2,436	)
General and administrative expenses – related parties (Note 3)		(9,094	)		(5,989	)
Management fees-related parties (Note 3)		(14,615	)		(14,441	)
Amortization of dry-docking and special survey costs (Note 7)		(5,434	)		(5,937	)
Depreciation (Notes 6, 11 and 20)		(76,034	)		(75,786	)
Amortization of prepaid lease rentals (Note 11)		(3,726	)		(4,579	)
Loss on sale / disposal of vessels, net (Note 6)		-			(4,440	)
Foreign exchange gains / (losses), net		15			(334	)
Operating income		163,820			160,323
OTHER INCOME / (EXPENSES):
Interest income		1,053			1,140
Interest and finance costs (Notes 2 and 16)		(61,092	)		(55,090	)
Swaps breakage cost (Note 18)		-			(9,404	)
Equity gain / (loss) on investments (Note 9)		38			(460	)
Other, net		404			551
Gain / (Loss) on derivative instruments, net (Notes 2 and 18)		1,213			(4,350	)
Total other expenses		(58,384	)		(67,613	)
Net Income	$	105,436		$	92,710
Earnings allocated to Preferred Stock (Note 15)		(12,637	)		(15,797	)
Net income available to Common Stockholders		92,799			76,913
Earnings per common share, basic and diluted (Note 15)	$	1.24		$	1.01
Weighted average number of shares, basic and diluted		74,952,340			75,814,641

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

2

COSTAMARE INC.

Unaudited Interim Consolidated Statements of Comprehensive Income

For the nine-month periods ended September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars)

		September 30,
		2015			2016
Net income for the period	$	105,436		$	92,710
Other comprehensive income / (loss):
Unrealized gain / (loss) on cash flow hedges, net (Notes 18 and 20)		(1,357	)		13,453
Amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to Depreciation (Note 20)		77			68
Amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to Prepaid lease rentals (Note 11)		-			1,076
Other comprehensive income / (loss) for the period	$	(1,280	)	$	14,597
Total comprehensive income for the period	$	104,156		$	107,307

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

3

COSTAMARE INC.

Unaudited Interim Consolidated Statements of Stockholders' Equity

For the nine-month periods ended September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

	Preferred Stock (Series D)				Preferred Stock (Series C)				Preferred Stock (Series B)				Common Stock
																	Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings
																										Total
	# of shares		Par value		# of shares		Par value		# of shares		Par value		# of shares		Par value
BALANCE, January 1, 2015		-	$	-		4,000,000	$	-		2,000,000	$	-		74,800,000	$	8	$	858,665		$	(56,134	)	$	103		$	802,642
- Net income		-		-		-		-		-		-		-		-		-			-			105,436			105,436
- Preferred stock Series D issuance		4,000,000		-		-		-		-		-		-		-		96,850			-			-			96,850
- Preferred stock Series D expenses		-		-		-		-		-		-		-		-		(234	)		-			-			(234	)
- Issuance of common stock (Note 3)		-		-		-		-		-		-		448,800		-		7,219			-			-			7,219
- Dividends -Common stock		-		-		-		-		-		-		-		-		-			-			(64,458	)		(64,458	)
- Dividends -Preferred stock		-		-		-		-		-		-		-		-		-			-			(12,637	)		(12,637	)
- Other comprehensive loss		-		-		-		-		-		-		-		-		-			(1,280	)		-			(1,280	)
BALANCE, September 30, 2015		4,000,000	$	-		4,000,000	$	-		2,000,000	$	-		75,248,800	$	8	$	962,500		$	(57,414	)	$	28,444		$	933,538
BALANCE, January 1, 2016		4,000,000	$	-		4,000,000	$	-		2,000,000	$	-		75,398,400	$	8	$	963,904		$	(44,649	)	$	44,247		$	963,510
- Net income		-		-		-		-		-		-		-		-		-			-			92,710			92,710
- Issuance of common stock (Notes 3 and 14)		-		-		-		-		-		-		2,059,048		-		18,495			-			-			18,495
- Dividends -Common stock		-		-		-		-		-		-		-		-		-			-			(65,725	)		(65,725	)
- Dividends -Preferred stock		-		-		-		-		-		-		-		-		-			-			(15,797	)		(15,797	)
- Other comprehensive income		-		-		-		-		-		-		-		-		-			14,597			-			14,597
BALANCE, September 30, 2016		4,000,000	$	-		4,000,000	$	-		2,000,000	$	-		77,457,448	$	8	$	982,399		$	(30,052	)	$	55,435		$	1,007,790

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

4

COSTAMARE INC.

Unaudited Interim Consolidated Statements of Cash Flows

For the nine-month periods ended September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars)

	September 30,
	2015			2016
Cash Flows From Operating Activities:
Net income:	$	105,436		$	92,710
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		76,034			75,786
Amortization of debt discount		(640	)		(487	)
Amortization of prepaid lease rentals		3,726			4,579
Amortization and write-off of financing costs		1,424			2,032
Amortization of deferred dry-docking and special survey costs		5,434			5,937
Equity based payments		7,219			4,114
Gain on derivative instruments, net		(11,508	)		(2,163	)
Loss on sale / disposal of vessels, net		-			4,440
Equity (gain) / loss on investments		(38	)		460
Changes in operating assets and liabilities:
Accounts receivable		775			(182	)
Due from related parties		613			2,666
Inventories		(1,044	)		228
Insurance claims receivable		(1,635	)		(1,814	)
Prepayments and other		(1,866	)		(3,884	)
Accounts payable		450			131
Due to related parties		282			(166	)
Accrued liabilities		582			(3,785	)
Unearned revenue		(474	)		(466	)
Other current liabilities		(280	)		164
Dry-dockings		(6,952	)		(5,868	)
Accrued charter revenue		2,029			(4,894	)
Net Cash provided by Operating Activities		179,567			169,538
Cash Flows From Investing Activities:
Equity method investments		(26,498	)		(32,092	)
Debt securities capital redemption		-			46
Additions to vessel cost		(1,792	)		(2,724	)
Proceeds from the sale of vessels, net		-			3,629
Net Cash used in Investing Activities		(28,290	)		(31,141	)
Cash Flows From Financing Activities:
Offering proceeds, net of related expenses		96,616			-
Capital lease proceeds		-			151,848
Capital lease repayment		(10,039	)		(14,362	)
Proceeds from long-term debt		-			39,000
Repayment of long-term debt		(148,176	)		(252,907	)
Payment of financing costs		-			(3,526	)
Dividends paid		(75,199	)		(67,141	)
Decrease in restricted cash		7,045			15,306
Net Cash used in Financing Activities		(129,753	)		(131,782	)
Net  increase in cash and cash equivalents		21,524			6,615
Cash and cash equivalents at beginning of the period		113,089			100,105
Cash and cash equivalents at end of the period	$	134,613		$	106,720
Supplemental Cash Information:
Cash paid during the period for interest	$	34,629		$	36,796

The accompanying notes are an integral part of these unaudited interim consolidated financial statement

5

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

1. Basis of Presentation and General Information:

The accompanying unaudited interim consolidated financial statements include the accounts of Costamare Inc. ("Costamare") and its wholly-owned subsidiaries (collectively, the "Company"). Costamare was formed on April 21, 2008, under the laws of the Republic of the Marshall Islands.

Costamare was incorporated as part of a reorganization to acquire the ownership interest in 53 ship-owning companies owned by the Konstantakopoulos family (Vasileios Konstantakopoulos and his three sons Messrs. Konstantinos Konstantakopoulos, Achillefs Konstantakopoulos and Christos Konstantakopoulos, together the "Konstantakopoulos Family"). The reorganization was completed in November 2008. On November 4, 2010, Costamare completed its initial public offering ("Initial Public Offering") in the United States under the United States Securities Act of 1933, as amended (the "Securities Act"). On March 27, 2012 and on October 19, 2012, the Company completed two follow-on public offerings in the United States under the Securities Act and issued 7,500,000 shares and 7,000,000 shares, respectively, par value $0.0001, at a public offering price of $14.10 per share and $14.00 per share, respectively, increasing the issued share capital to 74,800,000 shares. During 2015, the Company issued 448,800 shares to Costamare Shipping Company S.A. and 149,600 to Costamare Shipping Services Ltd. (Note 3) in accordance with the Group Management Agreement until November 2, 2015, and the Services Agreement from November 2, 2015, respectively. On March 31, 2016, June 30, 2016 and September 30, 2016, the Company issued 448,800 shares, in aggregate, to Costamare Shipping Services Ltd. (Note 3). On July 6, 2016, the Company implemented a dividend reinvestment plan (the "plan") (Note 14). Under the plan, the Company issued to its common stockholders 1,610,248 shares, increasing the issued share capital to 77,457,448 shares. At September 30, 2016, members of the Konstantakopoulos Family owned, directly or indirectly, approximately 65.8% of the outstanding common shares, in the aggregate. Furthermore, (i) on August 7, 2013, the Company completed a public offering of 2,000,000 shares of its 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock (the "Series B Preferred Stock"), par value $0.0001, at a public offering price of $25.00 per share, (ii) on January 21, 2014, the Company completed a public offering of 4,000,000 shares of its 8.50% Series C Cumulative Redeemable Perpetual Preferred Stock (the "Series C Preferred Stock"), par value $0.0001, at a public offering price of $25.00 per share and, (iii) on May 13, 2015, the Company completed a public offering of 4,000,000 shares of its 8.75% Series D Cumulative Redeemable Perpetual Preferred Stock (the "Series D Preferred Stock"), par value $0.0001, at a public offering price of $25.00 per share.

As of September 30, 2016 and December 31, 2015, the Company owned and/or operated a fleet of 53 and 54 container vessels, respectively, with a total carrying capacity of approximately 314,423 and 317,774 twenty-foot equivalent units ("TEU"), respectively, through wholly-owned subsidiaries incorporated in the Republic of Liberia. The Company provides worldwide marine transportation services by chartering its container vessels to some of the world's leading liner operators under long, medium and short-term time charters.

At September 30, 2016, Costamare had 92 wholly-owned subsidiaries, all incorporated in the Republic of Liberia, except for five incorporated in the Republic of the Marshall Islands.

Revenues for the nine-month periods ended September 30, 2015 and 2016, derived from significant charterers individually accounting for 10% or more of revenues (in percentages of total revenues) were as follows:

	2015	2016
A	26%	27%
B	31%	30%
C	13%	13%
D	18%	19%
Total	88%	89%

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and applicable rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for annual financial statements. These statements and the accompanying notes should be read in conjunction with the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 27, 2016.

6

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

These unaudited interim consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. Operating results for the nine-month period ended September 30, 2016, are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2016.

2. Significant Accounting Policies and Recent Accounting Pronouncements:

A discussion of the Company's significant accounting policies can be found in the Company's Consolidated Financial Statements included in the Annual Report on Form 20-F for the year ended December 31, 2015. There have been no material changes to these policies in the nine-month period ended September 30, 2016, except for as discussed below.

(a) Debt issuance costs: In April 2015, Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03 – Interest – Imputation of Interest to simplify the presentation of debt issuance costs. Previous guidance generally required entities to capitalize costs paid to third parties that are directly related to issuing debt and that otherwise wouldn't be incurred and present those amounts separately as deferred charges (i.e., assets). However, the discount or premium resulting from the difference between the net proceeds received upon debt issuance and the amount payable at maturity is presented as a direct deduction from or an addition to the face amount of the debt. The new guidance simplifies financial reporting by eliminating the different presentation requirements for debt issuance costs and debt discounts or premiums. Upon adoption, an entity must apply the new guidance retrospectively to all prior periods presented in the financial statements.

On January 1, 2016, the Company adopted ASU No. 2015-03 Interest – Imputation of Interest effective for the financial statements for the fiscal year ending December 31, 2016 and interim periods within this fiscal year and thus presents deferred financing costs, net of accumulated amortization, as a reduction of long-term debt and capital lease obligation. In order to conform with the current period presentation, the Company has reduced Deferred charges, net by $6,006 and has decreased the amount of the related current and non-current obligations by $1,658 and $4,348, respectively on the consolidated balance sheet as of December 31, 2015 (see Notes 10 and 11). This reclassification has no impact on the Company's results of operations, cash flows and net assets for any period.

(b) On January 1, 2016 the Company changed the presentation of interest accrued and realized on non-hedging derivative instruments and reclassified such from the Interest and Finance costs  line item to Gain / (Loss) on derivative instruments, net on the consolidated statements of income. Comparative figures have been recast to reflect this change in presentation.

(c) On January 1, 2016, the Company adoptedASU No. 2015-02 Consolidation (Topic 810), Amendments to the Consolidation Analysis effective for the fiscal year ending December 31, 2016 and interim periods within this fiscal year. The adoption of this guidance had no impact on the Company's results of operations, cash flows and net assets for any period.

New accounting pronouncements

In January 2016, the FASB issued ASU No. 2016-01—Financial Instruments – Overall (Subtopic 825-10) which includes the requirement for all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). This update is effective for all entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is not permitted. The Company has not yet determined what impact, if any, the adoption of the new standard will have on its consolidated financial position, results of operations or cash flows.

In March 2016, the FASB issued ASU No. 2016-07—Investments—Equity Method and Joint Ventures (Topic 323) to simplify the accounting for equity method investments which eliminates the requirement in Topic 323 that an entity retroactively adopt the equity method of accounting if an investment qualifies for use of the equity method as a result of an increase in the level of ownership or degree of influence. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. This update is effective for all entities for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. The Company believes that the implementation of this update will not have any material impact on its financial statements and has not elected early adoption.

7

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the guidance in ASU 2014-09 and has the same effective date as the original standard. On August 12, 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers, which amends ASU No. 2014-09 (issued by the FASB on May 28, 2014), outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This standard is effective for public entities with reporting periods beginning after December 15, 2017. Early application is permitted only as of annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. The Company is currently evaluating the impact, if any, of the adoption of this new standard.

In March 2016, the FASB issued ASU 2016-09, Compensation — Stock Compensation: Improvements to Employee Share-Based Payment Accounting which is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. This standard is effective for public entities with annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period.  The Company believes that the implementation of this update will not have any material impact on its financial statements and has not elected early adoption.

In June 2016, the FASB issued ASU 2016-13– Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities.  For public entities, the amendments of this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.  Early application is permitted. Management is in the process of assessing the impact of the amendment of this Update on the Company's consolidated financial position and performance.

3. Transactions with Related Parties:

(a) Costamare Shipping Company S.A. (the "Manager" or "Costamare Shipping") and Costamare Shipping Services Ltd. ("Costamare Services"): Costamare Shipping is a ship management company wholly-owned by Mr. Konstantinos Konstantakopoulos, the Company's Chairman and Chief Executive Officer and, as such, is not part of the consolidated group of the Company, but is a related party. Costamare Shipping provides the Company with general administrative services and certain commercial services.

Costamare Shipping, itself or through Shanghai Costamare Ship Management Co., Ltd. ("Shanghai Costamare"), which is also controlled by Mr. Konstantinos Konstantakopoulos, or through or together with third party sub-managers, provides technical, crewing, commercial, provisioning, bunkering, sale and purchase, chartering, accounting, insurance and administrative services in respect of our containerships in exchange for a daily fee for each containership.

On March 3, 2015, the Company entered into an amended and restated management agreement with Costamare Shipping (the "Group Management Agreement") which, among other things, extended the term of the agreement such that it automatically renewed for 10 consecutive one-year periods until December 31, 2025 (rather than five consecutive periods until December 31, 2020), removed the annual 4% increase of the fee payable in respect of each containership managed by Costamare Shipping and in respect of the flat fee for the supervision of each newbuild ordered by the Company and, beginning in the first quarter of 2015, provided for an annual fee to Costamare Shipping of $2,500 and 598,400 shares (which is equal to 0.8% of the issued and outstanding Company common stock as of January 1, 2015) payable quarterly in arrears. No separate payment is made for the services of the Company's executive officers (prior to 2015, the Company paid Costamare Shipping $1,000 annually for such services). The Group Management Agreement has been terminated on November 2, 2015.

On November 2, 2015, the Company entered into a Framework Agreement with Costamare Shipping (the "Framework Agreement") and its vessel-owning subsidiaries entered into a Services Agreement with Costamare Services (the "Services Agreement"), a company controlled by the Company's Chairman and Chief Executive Officer and members of his family. On November 27, 2015, the Company amended and restated the Registration Rights Agreement entered into in connection with the Company's Initial Public Offering, to extend registration rights to Costamare Shipping and Costamare Services each of which have received or may receive shares of our common stock as fee compensation under the Group Management Agreement (until November 2, 2015) or the Services Agreement.

8

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

Under the Group Management Agreement until November 2, 2015 and the Framework Agreement and the Services Agreement from November 2, 2015, Costamare Shipping and Costamare Services received (i) for each containership which is not subject to a bareboat charter a daily fee of $0.956 since January 1, 2015 and for each containership subject to a bareboat charter a daily fee of $0.478 since January 1, 2015, in each case prorated for the calendar days the Company owned each containership and for the three-month period following the date of the sale of a vessel, (ii) a flat fee of $787.4 for the supervision of the construction of any newbuild vessel contracted by the Company, (iii) a fee of 0.75% on all gross freight, demurrage, charter hire, ballast bonus or other income earned with respect to each containership in the Company's fleet and, (iv) an annual fee of $2,500 and 598,400 shares as noted above. Fees under (i) and (ii) may be annually adjusted upwards to reflect any strengthening of the Euro against the U.S. dollar and/or material unforeseen cost increases.

After the initial term of the Framework Agreement and the Services Agreement, which expired on December 31, 2015, the Company is able to terminate both agreements, subject to a termination fee, by providing written notice to Costamare Shipping or Costamare Services, as applicable, at least 12 months before the end of the subsequent one-year term. The termination fee is equal to (a) the number of full years remaining prior to December 31, 2025, times (b) the aggregate fees due and payable to Costamare Shipping or Costamare Services, as applicable, during the 12-month period ending on the date of termination (without taking into account any reduction in fees under the Framework Agreement to reflect that certain obligations have been delegated to a sub-manager or a sub-provider, as applicable); provided that the termination fee will always be at least two times the aggregate fees over the 12-month period described above.

On January 7, 2013, Costamare Shipping entered into a co-operation agreement (the "Co-operation Agreement") with third-party ship managers V.Ships Greece Ltd. ("V.Ships Greece"), pursuant to which the two companies established a ship management cell (the "Cell") under V.Ships Greece. Since April 2013, the Cell provides technical, crewing, provisioning, bunkering, sale and purchase and accounting services, as well as certain commercial and insurance services to certain of the Company's container vessels, pursuant to separate management agreements entered into between V.Ships Greece and the ship-owning company of the respective container vessel, for a daily management fee.

The Cell also offers ship management services to third-party owners. Costamare Shipping passes to the Company the net profit, if any, it receives pursuant to the Co-operation Agreement as a refund or reduction of the management fees payable by the Company to Costamare Shipping under the Group Management Agreement until November 2, 2015 and the Framework Agreement from November 2, 2015 onwards. As at September 30, 2016, the Cell provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services, as well as certain commercial management services to 19 of Costamare's vessels.

Management fees charged by Costamare Shipping in the nine-month periods ended September 30, 2015 and 2016, amounted to $14,451 and $14,441 respectively and are included in Management fees-related parties in the accompanying consolidated statements of income. In addition, Costamare Shipping and Costamare Services as from November 2, 2015, charged (i) $2,686 for the nine-month period ended September 30, 2016 ($2,757 for the nine-month period ended September 30, 2015), representing a fee of 0.75% on all gross revenues, as provided in the Group Management Agreement and from November 2, 2015, the Framework Agreement and the Services Agreement, as applicable, which is separately reflected as Voyage expenses-related parties in the accompanying consolidated statement of income for the nine-month period ended September 30, 2016, (ii) $1,875, which is included in General and administrative expenses – related parties in the accompanying consolidated statement of income for the nine-month period ended September 30, 2016 ($1,875 for the nine-month period ended September 30, 2015) and (iii) $4,114 representing the fair value of 448,800 shares, which is included in General and administrative expenses - related parties in the accompanying consolidated statement of income for the nine-month period ended September 30, 2016 ($7,219 for the nine-month period ended September 30, 2015). Furthermore, in accordance with the management agreement with V.Ships Greece, V.Ships Greece has been provided with the amount of $1,425 and $1,500 ($75 per vessel) as working capital security, which is included in Accounts receivable, non-current, in the accompanying 2015 and 2016 consolidated balance sheets, respectively.

During the nine-month periods ended September 30, 2015 and 2016, the Manager charged in aggregate to the companies established pursuant to the Framework Deed (Notes 8 and 9) the amount of $1, 356 and $1,989, respectively for services provided in accordance with the respective management agreements.

The balance due from the Manager at December 31, 2015 and September 30, 2016, amounted to $3,728 and $2,740, respectively, and is included in Due from related parties in the accompanying consolidated balance sheets. The balance due to Costamare Services at December 31, 2015 and September 30, 2016, amounted to $371 and $205, respectively, and is reflected as Due to related parties in the accompanying consolidated balance sheets.

9

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

(b) Ciel Shipmanagement S.A. ("CIEL"): CIEL, a company incorporated in the Republic of Liberia, is wholly-owned by Mr. Konstantinos Konstantakopoulos, the Company's Chairman and Chief Executive Officer. CIEL is not part of the consolidated group of the Company. CIEL provided the Company's vessels, through to April 2013, certain ship management services such as technical support and maintenance, financial and accounting services. From April 2013 until November 2, 2015, CIEL provided services in respect of the Rena wreck. Management fees charged by CIEL in the nine-month periods ended September 30, 2015 and 2016, amounted to $164 and $nil, respectively and are included in Management fees-related parties in the accompanying consolidated statements of income. The balance due from CIEL at both December 31, 2015 and September 30, 2016 amounted to $606 and is included in Due from related parties in the accompanying consolidated balance sheets.

(c) Shanghai Costamare Ship Management Co., Ltd.: Shanghai Costamare is owned (indirectly) 70% by the Company's Chairman and Chief Executive Officer and 30% (indirectly) by Shanghai Costamare's General Manager. Shanghai Costamare is a company incorporated in the Peoples' Republic of China and is not part of the consolidated group of the Company but is a related party. The technical, crewing, provisioning, bunkering, sale and purchase and accounting services, as well as certain commercial services of certain of the Company's vessels have been subcontracted from the Manager to Shanghai Costamare. As of September 30, 2016, Shanghai Costamare provided such services to fifteen (13 as of December 31, 2015) of the Company's containerships. There was no balance due from/to Shanghai Costamare at both December 31, 2015 and September 30, 2016.

4. Other non-current assets:

As of July 16, 2014, Zim Integrated Services ("Zim") and its creditors including vessel and container lenders, ship-owners, shipyards, unsecured lenders and bond holders, entered into definitive documentation to restructure its debt. Based on this agreement, the Company received equity securities representing 1.2% of Zim's equity and $8,229 aggregate principal amount of unsecured interest bearing Zim notes maturing in 2023 consisting of $1,452 of 3.0% Series 1 Notes due 2023 amortizing subject to available cash flows in accordance with a corporate mechanism and $6,777 of 5.0% Series 2 Notes due 2023 non-amortizing (of the 5% interest, 3% is payable quarterly in cash and 2% interest is accrued quarterly with deferred cash payment on maturity) in exchange for amounts owed by Zim to the Company under their charter agreements. The Company calculated the fair value of the instruments received by Zim based on the agreement discussed above, available information on Zim and other similar contracts with similar terms, maturities and interest rates, and recorded at fair value of $676 in relation to the Series 1 Notes, $3,567 in relation to the Series 2 Notes and $7,802 in relation to its equity participation in Zim. The difference between the aggregate fair value of the debt and equity securities received from Zim and the then net carrying value of the amounts due from Zim of $2,888 was written-off in 2014.

On a quarterly basis, the Company will account for the fair value unwinding of the Series 1 and Series 2 Notes, until the book value of the instruments equals their face value on maturity. During the nine-month period ended September 30, 2016, the Company recorded $487 in relation to their fair value unwinding ($640 for the nine-month period ended September 30, 2015), which is included in "Interest income" in the consolidated statement of income for the nine-month period ended September 30, 2016. The Company has classified such debt and equity securities under other non-current assets, since it has no intention to sell the securities in the near term. The Series 1 and Series 2 Zim Notes are carried at amortized cost in the accompanying consolidated balance sheet as at September 30, 2016, which approximates their fair value as of such date. These financial instruments are not measured at fair value on a recurring basis. The equity securities are carried at cost in the accompanying consolidated balance sheet as at September 30, 2016, which approximates the fair value of the instruments at inception considering that it relates to a nonmonetary exchange (as described above). No dividends have been received from Zim since July 16, 2014. During the nine-month period ended September 30, 2016, the Company received $46 capital redemption, of the Series 1 Notes, reducing the principal to $1,406. As of September 30, 2016, the Company has assessed for other than temporary impairment of its investment in Zim and has concluded that no impairment existed.

5. Inventories:

Inventories of $10,578 and $10,350 in the accompanying balance sheets at December 31, 2015 and September 30, 2016, respectively relate to bunkers, lubricants and spare parts.

10

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

6. Vessels, Net:

The amounts in the accompanying consolidated balance sheets are analyzed as follows:

	Vessel Cost			Accumulated Depreciation			Net Book Value
Balance, December 31, 2015		2,950,042			(945,392	)		2,004,650
Depreciation		-			(68,933	)		(68,933	)
Other vessels' costs		2,724			-			2,724
Disposals		(12,228	)		4,249			(7,979	)
Sale and leaseback (Note 11)		(196,676	)		19,514			(177,162	)
Balance, September 30, 2016		2,743,862			(990,562	)		1,753,300

On July 6, 2016 and July 15, 2016, the Company entered into an agreement with a financial institution to refinance the then outstanding balance of the loan relating to MSC Athens and MSC Athos under a seven-year sale and leaseback transaction (Note 11). Under the sale and leaseback transaction, the vessels were chartered back to the Company on a bareboat basis and remained on charter with their initial time charterer.

During the nine-month period ended September 30, 2016, the Company sold for demolition the container vessel Karmen at a price of $3,953 and recognized a loss of $4,440, which is separately reflected in Loss on sale / disposal of vessels, net in the accompanying 2016 consolidated statement of income.

Forty-six of the Company's vessels, with a total carrying value of $1,738,529 as of September 30, 2016, have been provided as collateral to secure the long-term debt discussed in Note 10. This excludes the five vessels under the sale and leaseback transaction described in Note 11.

7. Deferred Charges, net:

Deferred charges, net include the unamortized dry-docking and special survey costs. The amounts in the accompanying consolidated balance sheets are analyzed as follows:

	Dry-docking and Special Survey Costs
Balance, December 31, 2015		22,809
Additions		5,868
Amortization		(5,937	)
Write-off		(72	)
Balance, September 30, 2016		22,668

During the nine-month period ended September 30, 2015 seven vessels underwent and completed their special surveys. During the nine-month period ended September 30, 2016 six vessels underwent and completed their special surveys. The amortization of the dry-docking and special survey costs is separately reflected in the accompanying consolidated statements of income.

8. Costamare Ventures Inc.:

On May 15, 2013, the Company, along with its wholly-owned subsidiary, Costamare Ventures Inc. ("Costamare Ventures"), entered into a Framework Deed (the "Framework Deed") with York Capital Management Global Advisors LLC and its affiliate Sparrow Holdings, L.P. (collectively, "York") to invest jointly in the acquisition and construction of container vessels. Under the Framework Deed the decisions regarding vessel acquisitions will be made jointly by Costamare Ventures and York and the Company reserves the right to acquire any vessels that York decides not to pursue.

11

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

Under the terms of the Framework Deed, York agreed to invest up to $250 million in mutually agreed vessel acquisitions and Costamare Ventures agreed to invest a minimum of $75 million with an option to invest up to $240 million in these transactions. Depending on the amount Costamare Ventures elected to invest, it was expected that it would hold between 25% and 49% of the equity in the entities that would be formed under the Framework Deed  and York would hold the balance. The Framework Deed was to terminate on its sixth anniversary or upon the occurrence of certain extraordinary events as described therein.

The Framework Deed was amended and restated by an Amendment and Restatement Deed dated May 18, 2015 (the "Restated Framework Deed"). Pursuant to the Restated Framework Deed, there is no minimum and maximum amount to be invested by Costamare Ventures or York, both Costamare Ventures and York can invest between 25% and 75% in the equity of the entities formed under the Restated Framework Deed, the commitment period has been extended up to May 18, 2020 and the termination of the Restated Framework Deed will occur on May 18, 2024, or upon the occurrence of certain extraordinary events as described therein.

On termination and on the occurrence of certain extraordinary events, Costamare Ventures may elect to divide the vessels owned by all such vessel-owning entities between itself and York to reflect their cumulative participation in all such entities. Costamare Shipping provides shipmanagement and administrative services to the vessels acquired under the Framework Deed, with the right to subcontract to V.Ships Greece and/or Shanghai Costamare. As at September 30, 2016, the Company holds a range of 25% to 49% of the capital stock of nineteen jointly-owned companies formed pursuant to the Restated Framework Deed with York (Note 9). The Company accounts for the entities formed under the Restated Framework Deed as equity investments.

9. Equity method investments:

The companies accounted for as equity method investments, all of which are incorporated in the Marshall Islands, are as follows: 

		Participation %	Date Established
Entity	Vessel/Hull	September 30, 2016	/Acquired
Steadman Maritime Co.	Ensenada Express	49%	July 1, 2013
Marchant Maritime Co.	Padma	49%	July 8, 2013
Horton Maritime Co.	Petalidi	49%	June 26, 2013
Smales Maritime Co.	Elafonisos	49%	June 6, 2013
Geyer Maritime Co.	Arkadia	49%	May 18, 2015
Goodway Maritime Co.	Monemvasia	49%	September 22, 2015
Kemp Maritime Co.	Cape Akritas	49%	June 6, 2013
Hyde Maritime Co.	Hull NCP0114	49%	June 6, 2013
Skerrett Maritime Co.	Hull NCP0152	49%	December 23, 2013
Ainsley Maritime Co.	Hull NCP0115	25%	June 25, 2013
Ambrose Maritime Co.	Hull NCP0116	25%	June 25, 2013
Benedict Maritime Co.	Triton	40%	October 16, 2013
Bertrand Maritime Co.	Titan	40%	October 16, 2013
Beardmore Maritime Co.	Talos	40%	December 23, 2013
Schofield Maritime Co.	Taurus	40%	December 23, 2013
Fairbank Maritime Co.	Theseus	40%	December 23, 2013
Platt Maritime Co.	Hull YZJ1206	49%	May 18, 2015
Sykes Maritime Co.	Hull YZJ1207	49%	May 18, 2015
Connell Maritime Co.	n/a	40%	December 18, 2013

12

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

During the year ended December 31, 2013, in accordance with the Framework Deed, York contributed $16,044, in the aggregate, in order to acquire a 51% equity interest in the ship-owning companies Steadman Maritime Co., Marchant Maritime Co. and Horton Maritime Co., and for initial working capital of such ship-owning companies. There was no difference between: (a) the aggregate of the fair value of the consideration received and the fair value of the retained investment, as compared with (b) the carrying amount of the former subsidiaries assets and liabilities, in each case at the date the subsidiaries were deconsolidated. Furthermore, during the nine-month period ended September 30, 2016, Costamare Ventures contributed the amount of $294 in the equity of Steadman Maritime Co. During the nine-month period ended September 30, 2016 the Company received in the form of special dividend the amount of $294 from Horton Maritime Co. and Marchant Maritime Co.

During the same year, 2013, Costamare Ventures participated with a 49% interest in the equity of Kemp Maritime Co. and Hyde Maritime Co. which entered into ship-building contracts for the construction of two 11,000 TEU container vessels, by contributing in aggregate $921 during the year ended December 31, 2015 and $1,939 during the nine-month period ended September 30, 2016. In June 2016, the two ship-owning companies, as joint and several borrowers, signed a loan agreement with a bank for an amount up to $88,000, in aggregate, to partly finance the construction cost of the two newbuild vessels. The Company, Costamare Ventures and York through its affiliate Bluebird Holdings L.P. participate as corporate guarantors (Note 13 (c)). 

During the year ended December 31, 2015, Costamare Ventures participated with a 25% interest in the equity of Ainsley Maritime Co. and Ambrose Maritime Co., which entered into ship-building contracts for the construction of two 11,000 TEU container vessels, by contributing $13,200 and $4,533 during the nine-month period ended September 30, 2016. In August 2016, the two ship-owning companies, as joint and several borrowers, signed a loan agreement with a bank for an amount up to $86,600, in aggregate, to partly finance the construction cost of the two newbuild vessels. The Company, Costamare Ventures and York through its affiliate Bluebird Holdings L.P. participate as corporate guarantors (Note 13 (c)).

During the year ended December 31, 2014, Costamare Ventures participated with a 40% interest in the equity of Benedict Maritime Co., Bertrand Maritime Co., Beardmore Maritime Co., Schofield Maritime Co. and Fairbank Maritime Co., which entered into ship-building contracts for the construction of five 14,000 TEU container vessels, by contributing $30,305, in the aggregate. In December 2014, these five companies novated their ship-building contracts to a financial institution and agreed to lease back the vessels upon their delivery from the shipyard for a period of 12 years. Upon novation of the contracts, the Company received the amount of $23,400 in the form of a dividend. During the year ended December 31, 2015 and the nine-month period ended September 30, 2016, Costamare Ventures contributed in aggregate $1,090 and $24,341, respectively, to such companies.

During the year ended December 31, 2014, Costamare Ventures participated with a 40% interest in the equity of Connell Maritime Co. by contributing the amount of $6,669 and a 49% interest in the equity of Smales Maritime Co. by contributing the amount of $4,654 for the acquisition of the secondhand vessel Elafonisos of which $251 was refunded to the Company during the year ended December 31, 2015. Furthermore, during the nine-month period ended September 30, 2016, Costamare Ventures contributed the amount of $164 in the equity of Smales Maritime Co.

During the year ended December 31, 2015, Costamare Ventures participated with a 49% interest in the equity of Geyer Maritime Co. by contributing the amount of $3,212 for the acquisition of the secondhand vessel Arkadia and a 49% interest in the equity of Skerrett Maritime Co., which entered into a ship-building contract for the construction of an 11,000 TEU container vessel. During the year ended December 31, 2015 and the nine-month period ended September 30, 2016, Costamare Ventures contributed to Skerrett Maritime Co., in aggregate, the amount of $21,662 and $123, respectively. Costamare Ventures also participated with a 49% interest in the equity of Goodway Maritime Co., for the acquisition of the secondhand vessel Monemvasia, which was delivered in February 2016, by contributing in aggregate the amount of $637 during the year ended December 31, 2015 and $2,925 during the nine-month period ended September 30, 2016.

During the same year, 2015, Costamare Ventures participated with a 49% interest in the equity of Platt Maritime Co. and Sykes Maritime Co., which entered into ship-building contracts for the construction of two 3,800 TEU container vessels, by contributing $4,410, in the aggregate. In December 2015, these two companies agreed to novate their ship-building contracts to a financial institution and agreed to lease back the vessels upon their delivery from the shipyard for a period of seven years. Upon novation of the contracts in February 2016, the Company received the amount of $2,744 in the form of special dividend.

13

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

For the nine-month periods ended September 30, 2015 and 2016, the Company recorded net gains of $38 and net losses of $460, respectively, which are separately reflected as Equity gain / (loss) on investments in the accompanying consolidated statements of income. Costamare Ventures has provided Marchant Maritime Co., Horton Maritime Co. and Steadman Maritime Co. with certain cash advances. As of December 31, 2015 and September 30, 2016, the aggregate balance due from the three companies, amounted to $1,678 and nil, respectively and are included in Due from related parties in the accompanying consolidated balance sheets.

The summarized combined financial information of the companies accounted for as equity method investment is as follows:

	December 31, 2015			September 30, 2016
Non-current assets		290,805			746,472
Current assets		11,969			26,050
		302,774			772,522
Current liabilities		5,335			25,751
	Nine-month periods ended September 30,
		2015			2016
Voyage revenue		11,114			23,027
Net loss		(416	)		(760	)

10. Long-Term Debt:

The amounts shown in the accompanying consolidated balance sheets consist of the following:

Borrower(s)			December 31, 2015			September 30, 2016
1.	Credit Facility			495,993			428,575
2.	Term Loans:
	1.	Costis Maritime Corporation and Christos Maritime Corporation		82,500			-
	2.	Mas Shipping Co.		30,625			22,375
	3.	Montes Shipping Co. and Kelsen Shipping Co.		66,000			60,000
	4.	Capetanissa Maritime Corporation		45,000			-
	5.	Rena Maritime Corporation		42,500			37,500
	6.	Costamare Inc.		60,463			52,850
	7.	Costamare Inc.		111,417			-
	8.	Undine Shipping Co., Quentin Shipping Co. and Sander Shipping Co.		193,545			182,084
	9.	Raymond Shipping Co. and Terance Shipping Co.		126,878			118,693
	10.	Costamare Inc.		68,170			56,190
	11.	Uriza Shipping S.A.		-			37,917
	12.	Costis Maritime Corporation, Christos Maritime Corporation and Capetanissa Maritime Corporation		-			113,000
				827,098			680,609
		Total		1,323,091			1,109,184
		Less: Deferred financing costs		(4,499	)		(3,735	)
		Total long term debt, net		1,318,592			1,105,449
		Less: Long-term debt current portion		(185,259	)		(182,679	)
		Add: Deferred financing costs, current portion		1,431			1,326
		Total long term debt, non-current, net		1,134,764			924,096

14

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

A. Credit Facility:On July 22, 2008, the Company signed a loan agreement with a consortium of banks, for a $1,000,000 Credit Facility (the "Facility") for general corporate and working capital purposes. The Company used $631,340 of the proceeds from the Facility to repay the then existing indebtedness. The Facility bears interest at the 3, 6, 9 or 12 months (at the Company's option) LIBOR plus margin.

On September 28, 2016, the Company entered into a ninth supplemental agreement which extended the Facility maturity date to June 30, 2021, waived the security requirement covenant of the principal agreement, amended the margin and mortgaged four additional vessels in favor of the lending banks.

Under the supplemental agreement, the outstanding balance of the Facility as of September 30, 2016 (after giving effect to a quarterly installment payment made on September 30, 2016), is repayable in 18 equal, consecutive quarterly installments, of $22,473 each plus a final installment of $24,061.

The Facility, as of September 30, 2016, was secured with, among others, first priority mortgages over 22 of the Company's vessels, first priority assignment of vessels' insurances and earnings, charter party assignments, first priority pledges over the operating accounts of the vessels and corporate guarantees of 22 ship-owning companies.

The Facility and certain of the term loans described under Note 10.B below include among others, financial covenants requiring: (i) the ratio of Total Liabilities (after deducting cash and cash equivalents) to Market Value Adjusted Total Assets (after deducting cash and cash equivalents) not to exceed 0.75 to 1.00, (ii) minimum liquidity of the greater of $30,000 or 3% of the total debt of the Company, (iii) the ratio of EBITDA to net interest expense not to be less than 2.50 to 1.00, (iv) Market Value Adjusted Net Worth, defined as the amount by which the Market Value Adjusted Total Assets exceed the Total Liabilities, to exceed $500,000. The Company's other term loans described under Note 10.B below also contain financial covenants requiring the ratio of net funded debt to total net assets ratio not to exceed 80% on a charter inclusive valuation basis as well as financial covenants that are either equal to or less stringent than the aforementioned financial covenants.

B. Term loans:

1. In May 2008, Costis Maritime Corporation and Christos Maritime Corporation entered into a loan agreement with a bank for an amount of up to $150,000 in the aggregate ($75,000 each) on a joint and several basis in order to partly finance the acquisition cost of the vessels Sealand New York and Sealand Washington. On August 10, 2016, the two subsidiaries entered into a new loan agreement (Note 10.B.12) along with Capetanissa Maritime Corporation (Note 10.B.4), in order to extend the repayment and amend the repayment profile of the then outstanding loan in the amount of $78,000.

2. In January 2008, Mas Shipping Co. entered into a loan agreement with a bank for an amount of up to $75,000 in order to partly finance the acquisition cost of vessel Maersk Kokura. As at September 30, 2016, the outstanding balance of the loan of $22,375 is repayable in 3 equal semi-annual installments of $4,125, each from February 2017 to February 2018 and a balloon payment of $10,000 payable together with the last installment.

3. In December 2007, Montes Shipping Co. and Kelsen Shipping Co. entered into a loan agreement with a bank for an amount of up to $150,000 in the aggregate ($75,000 each) on a joint and several basis in order to partly finance the acquisition cost of the vessels Maersk Kawasaki and Maersk Kure. On January 27, 2016, these two subsidiaries of Costamare entered into a supplemental agreement with the bank in order to extend the repayment of the then outstanding loan amount of $66,000 and amend the repayment schedule. As at September 30, 2016, the outstanding balance of the loan of $60,000 is repayable in 9 consecutive semi-annual variable installments from December 2016 until December 2020 and a balloon payment of $12,000 payable together with the last installment.

4. In June 2006, Capetanissa Maritime Corporation entered into a loan agreement with a bank for an amount of up to $90,000, in order to partly finance the acquisition cost of the vessel Cosco Beijing. On August 10, 2016, Capetanissa Maritime Corporation entered into a new loan agreement (Note 10.B.12) along with Costis Maritime Corporation and Christos Maritime Corporation (Note 10.B.1), in order to extend the repayment and amend the repayment profile of the then outstanding loan in the amount of $38,500.

5. In February 2006, Rena Maritime Corporation entered into a loan agreement with a bank for an amount of up to $90,000 in order to partly finance the acquisition cost of the vessel Cosco Guangzhou. As at September 30, 2016, the outstanding balance of the loan of $37,500 is repayable in 3 equal semi-annual installments of $2,500 each from February 2017 to February 2018 and a balloon payment of $30,000 payable together with the last installment.

15

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

6. In November 2010, Costamare entered into a term loan agreement with a consortium of banks for an amount of up to $120,000, which was available for drawing for a period up to 18 months. As of September 30, 2016, the Company had drawn the amount of $38,500 (tranche a), the amount of $42,000 (tranche b), the amount of $21,000 (tranche c), the amount of $7,470 (tranche d) and the amount of $7,470 (tranche e) under this term loan agreement in order to finance part of the acquisition cost of MSC Romanos, MSC Methoni, MSC Ulsan, MSC Koroni and MSC Itea, respectively. As at September 30, 2016, the outstanding balance of the tranche (a) of the loan of $19,250 is repayable in 12 equal quarterly installments of $962.5 from November 2016 to August 2019 and a balloon payment of $7,700 payable together with the last installment. As at September 30, 2016, the outstanding balance of the tranche (b) of the loan of $22,050 is repayable in 13 equal quarterly installments of $1,050 from October 2016 to October 2019 and a balloon payment of $8,400 payable together with the last installment. As at September 30, 2016, the outstanding balance of the tranche (c) of the loan of $11,550 is repayable in 14 equal quarterly installments of $525 from November 2016 to February 2020 and a balloon payment of $4,200 payable together with the last installment. On May 21, 2014, the then outstanding balance of $4,202 of the tranche (d) of the loan was fully repaid and on May 29, 2015, the then outstanding balance of $2,334 of the tranche (e) of the loan was fully repaid.

7. In April 2011, Costamare, as borrower, concluded a credit facility with a bank, for an amount up to $140,000 to finance part of the construction cost of Hulls S4010 (MSC Athens) and S4011 (MSC Athos). Through December 31, 2013, the Company had drawn $133,700 in the aggregate for the two hulls which were delivered in March and April 2013, respectively. On July 6, 2016 and July 15, 2016, the outstanding balance of the loan was fully repaid with the proceeds from the sale and leaseback transaction described in Note 11.

8. In August 2011, Undine Shipping Co., Quentin Shipping Co. and Sander Shipping Co., wholly-owned subsidiaries of Costamare, concluded a credit facility with a consortium of banks, as joint-and-several borrowers, for an amount of up to $229,200 to finance part of the construction cost of Hulls S4020, S4022 and S4024. The facility has been drawn down in three tranches. As at September 30, 2016, the aggregate outstanding balance of tranches (a) and (b) of $119,691 relating to Hull S4020 (Valor) and Hull S4022 (Valiant), is each repayable in 15 equal quarterly installments for each tranche of $1,273.4 from October 2016 to June 2020 and a balloon payment for each tranche of $40,744.8 payable together with the last installment. As at September 30, 2016, the outstanding balance of the tranche (c) of $62,393 relating to Hull S4024 (Vantage) is repayable in 17 equal quarterly installments of $1,273.4 and a balloon payment payable together with the last installment of $40,744.8 from November 2016 to November 2020.

9. In October 2011, Raymond Shipping Co. and Terance Shipping Co., wholly-owned subsidiaries of the Company, concluded a credit facility with a bank, as joint and several borrowers, for an amount of up to $152,800 to finance part of the acquisition cost of Hulls S4021 and S4023. As at September 30, 2016, the outstanding balance of the tranche (a) of $58,664 relating to Hull S4021 (Value), is repayable in 15 equal quarterly installments of $1,364.3 from December 2016 to June 2020 and a balloon payment of $38,199.6 payable together with the last installment. As at September 30, 2016, the outstanding balance of tranche (b) of the loan of $60,029 relating to Hull S4023 (Valence) is repayable in 16 equal quarterly installments of $1,364.3 from November 2016 to August 2020 and a balloon payment of $38,199.6 payable together with the last installment.

10. In October 2011, the Company concluded a loan facility with a bank for an amount of up to $120,000, in order to partly finance eleven vessels in its fleet. In March 2012, the Company drew the amount of $113,700. On June 29, 2012, the Company entered into a supplemental agreement for a further amount of $11,300 to finance the acquisition of the vessel Stadt Luebeck, which was drawn down in August 2012. In April 11, 2014, the Company entered into a further supplemental agreement, for an amount of $9,000 to partly finance the acquisition of the vessel Neapolis. The Company repaid in May 2014 the amount of $6,495 due to the sale of the vessel Konstantina, in September 2014 the amount of $6,000 due to the sale of the vessel Akritas, in November 2015 the amount of $3,900 due to the sale of MSC Challenger and in July 2016 the amount of $3,835 due to the sale of Karmen. As at September 30, 2016, the outstanding balance of $56,190 is repayable in 9 equal quarterly installments of $2,715 from December 2016 to December 2018 and a balloon payment of $31,755 payable together with the last installment.

11. On May 6, 2016, Uriza Shipping S.A., a wholly-owned subsidiary of the Company, entered into a loan agreement with a bank for an amount of up to $39,000 for general corporate purposes. On May 11, 2016 the Company drew the amount of $39,000. As of September 30, 2016, the outstanding balance of $37,917 is repayable in 19 equal quarterly installments of $1,083.3, from November 2016 to May 2021 and a balloon payment of $17,333.3 payable together with the last installment.

16

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

12. On August 10, 2016, Costis Maritime Corporation, Christos Maritime Corporation and Capetanissa Maritime Corporation entered into a loan agreement with a bank in order to extend the repayment and amend the repayment profile of the then outstanding loans in the amounts of $116,500 in aggregate (Notes 10.B.1 and 10.B.4). As of September 30, 2016, the outstanding balance of $113,000 is repayable in 19 variable quarterly installments, from November 2016 to August 2021 and a balloon payment of $43,500 payable together with the last installment.

The Company considered the provisions of ASC 470-50 Debt: Modifications and Extinguishments for the loans discussed above in A, B.1, B.3 and B.4, which were accounted for as loan modifications.

The term loans discussed above bear interest at LIBOR plus a spread and are secured by, inter alia, (a) first priority mortgages over the financed vessels, (b) first priority assignments of all insurances and earnings of the mortgaged vessels and (c) corporate guarantees of Costamare or its subsidiaries, as the case may be. The loan agreements contain usual ship finance covenants, including restrictions as to changes in management and ownership of the vessels, as to additional indebtedness and as to further mortgaging of vessels, as well as minimum requirements regarding hull Value Maintenance Clauses ("VMC") in the range of 80% to 125% and restrictions in dividend payments if an event of default which has occurred and is continuing or would occur as a result of the payment of such dividend.

The annual repayments under the Credit Facility and the term loans after September 30, 2016, are in the aggregate as follows:

Year ending December 31,	Amount
2016	45,357
2017	182,679
2018	244,934
2019	168,206
2020	349,092
2021	118,916
	1,109,184

The interest rate of Costamare's long-term debt as at December 31, 2015 and September 30, 2016, was in the range of 1.11%-6.75% and 1.98%-6.75%, respectively. The weighted average interest rate as at December 31, 2015 and September 30, 2016, was 4.2% and 4.8%, respectively.

Total interest expense incurred on long-term debt (including the effect of the interest rate swaps discussed in Note 16) for the nine-month periods ended September 30, 2015 and 2016, amounted to $45,987 and $38,463, respectively and is included in Interest and finance costs in the accompanying consolidated statements of income.

C. Financing Costs

The amounts of financing costs included in the loan balances are analyzed as follows:

Balance, December 31, 2015	4,499
Additions	982
Amortization	(1,160	)
Write-off	(586	)
Balance, September 30, 2016	3,735
Less: Current portion of financing costs	(1,326	)
Financing costs, non-current portion	2,409

Financing costs represent legal fees and fees paid to the lenders for the conclusion of the Company's financing. The amortization of loan financing costs is included in interest and finance costs in the accompanying consolidated statements of income (Note 16).

17

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

11. Capital Leased Assets and Capital Lease Obligations:

Between January and April 2014, the Company took delivery of the newbuild vessels MSC Azov, MSC Ajaccio and MSC Amalfi.Upon the delivery of each vessel, the Company agreed with a financial institution to refinance the then outstanding balance of the loans relating tothese vessels, by entering into a ten-year sale and leaseback transaction for each vessel. The shipbuilding contracts were novated to the financial institution for an amount of $85,572 each.

On July 6, 2016 and July 15, 2016 the Company agreed with a financial institution to refinance the then outstanding balance of the loans relating to MSC Athos and MSC Athens (Note 10.B.7), by entering into a seven-year sale and leaseback transaction for each vessel.

The sale and leaseback transactions were classified as capital leases. As the fair value of each vessel sold was in excess of its carrying amount, the difference between the sale proceeds and the carrying amount was classified as prepaid lease rentals. In this respect, in 2014 an aggregate amount of $49,817 (including the net settlements on interest rate swaps qualifying for hedge accounting of $6,604) was transferred to prepaid lease rentals. In 2016, with respect to MSC Athens and MSC Athos transaction and aggregate amount of $26,390 (including the net settlements on interest rate swaps qualifying for hedge accounting of $1,076) was transferred to prepaid lease rentals.

The total value of the three first vessels at the inception of the capital lease transactions amounted to $256,716 and the total value of the two vessels added in 2016, amounted to $151,848. The depreciation charged during the nine-month periods ended September 30, 2015 and 2016, amounted to $5,670 and $6,785 respectively and is included in Depreciation in the accompanying consolidated statements of income. As of December 31, 2015 and September 30, 2016, the accumulated depreciation amounted to $13,750 and $20,535 respectively and is included in Capital leased assets, in the accompanying consolidated balance sheets. As of December 31, 2015 and September 30, 2016, the net book value of the vessels amounted to $242,966 and $388,029 respectively and is separately reflected as Capital leased assets, in the accompanying consolidated balance sheet.

The balance of prepaid lease rentals, as of December 31, 2015 and September 30, 2016, is analyzed as follows:

	December 31, 2015			September 30, 2016
Prepaid lease rentals		45,793			40,811
Additions		-			26,390
Less: Amortization of prepaid lease rentals		(4,982	)		(4,579	)
Prepaid lease rentals		40,811			62,622
Less: current portion		(4,982	)		(8,745	)
Non-current portion		35,829			53,877

The capital lease obligations amounting to $371,110 as at September 30, 2016, are scheduled to expire through 2024 and include a bargain purchase option to repurchase the vessels at any time during the charter period. Total interest expenses incurred on capital leases for the nine-month periods ended September 30, 2015 and 2016 amounted to $12,904 and $13,476, respectively and are included in Interest and finance costs in the accompanying consolidated statements of income. Finance lease obligations of MSC Athos and MSC Athens bear interest at LIBOR plus a spread, which is not included in the annual lease payments table below.

18

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

The annual lease payments under the capital leases after September 30, 2016, are in the aggregate as follows:

Year ending December 31,	Amount
2016	11,234
2017	44,906
2018	44,906
2019	44,906
2020	44,991
2021 and thereafter	264,683
Total	455,626
Less: Amount of interest (MSC Azov, MSC Ajaccio and MSC Amalfi)	(84,516)
Total lease payments	371,110
Less: Financing costs, net	(3,765)
Total lease payments, net	367,345

The total capital lease obligations, net of related financing costs are presented in the accompanying September 30, 2016, consolidated balance sheet as follows:

Capital lease obligation – current	29,489
Less: current portion of financing costs	(710	)
Capital lease obligation – non current	341,621
Less: non-current portion of financing costs	(3,055	)
	367,345

12. Accrued Charter Revenue, Current and Non-Current and Unearned Revenue, Current and Non-Current:

(a) Accrued charter revenue, Current and Non-Current:The amounts presented as current and non-current accrued charter revenue in the accompanying consolidated balance sheets as of December 31, 2015 and September 30, 2016, reflect revenue earned, but not collected, resulting from charter agreements providing for varying annual charter rates over their term, which were accounted for on a straight-line basis at their average rates.

As at December 31, 2015, the net accrued charter revenue, totaling to ($35,369) comprises $457 separately reflected in Current assets, $569 separately reflected in Non-current assets, and ($36,395) (discussed in (b) below) included in Unearned revenue in current and non-current liabilities in the accompanying 2015 consolidated balance sheet. As at September 30, 2016, the net accrued charter revenue, totaling to ($30,475) comprises $427 separately reflected in Current assets, $288 separately reflected in Non-current assets, and ($31,190) (discussed in (b) below) included in Unearned revenue in current and non-current liabilities in the accompanying 2016 consolidated balance sheet. The maturities of the net accrued charter revenue of September 30, 2016 as of December 31 of each year presented below are as follows:

Year ending December 31,	Amount
2016	(2,839)
2017	(11,336)
2018	(8,898)
2019	(6,602)
2020	(800)
	(30,475)

19

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

(b) Unearned Revenue, Current and Non-Current:The amounts presented as current and non-current unearned revenue in the accompanying consolidated balance sheets as of December 31, 2015 and September 30, 2016, reflect: (a) cash received prior to the balance sheet date for which all criteria to recognize as revenue have not been met and, (b) any unearned revenue resulting from charter agreements providing for varying annual charter rates over their term, which were accounted for on a straight-line basis at their average rate.

	December 31, 2015			September 30, 2016
Hires collected in advance		8,469			8,003
Charter revenue resulting from varying charter rates		36,395			31,190
Total		44,864			39,193
Less current portion		(18,356	)		(19,747	)
Non-current portion		26,508			19,446

13. Commitments and Contingencies:

(a) Time charters:As at September 30, 2016, the Company has entered into time charter arrangements on all of its vessels in operation, with the exception of one vessel, with international liner operators. These arrangements as at September 30, 2016, have remaining terms of up to 90 months. After September 30, 2016, future minimum contractual charter revenues assuming 365 revenue days per annum per vessel and the earliest redelivery dates possible, based on vessels' committed, non-cancelable, time charter contracts, are as follows:

Year ending December 31,	Amount
2016	108,716
2017	384,269
2018	198,759
2019	122,306
2020	93,841
2021 and thereafter	217,011
	1,124,902

(b) Capital Commitments: Pursuant to the Restated Framework Deed the Company has a contractual commitment of approximately $24,779 representing 49% of the remaining construction cost of four vessels under construction (Note 9).

(c) Debt Guarantees with respect to entities formed under the Framework Deed:Costamare agreed to guarantee 100% of the debt of Ainsley Maritime Co., Ambrose Maritime Co., Kemp Maritime Co. and Hyde Maritime Co., which were formed under the Framework Deed and own Hulls NCP0115, NCP0116, NCP0113 and NCP0114 respectively. As at September 30, 2016, Costamare has guaranteed $88,000 of debt relating to Kemp Maritime Co. and Hyde Maritime Co. (Note 9) and $86,600 of the debt relating to Ainsley Maritime Co. and Ambrose Maritime Co. (Note 9). As security for providing the guarantee, in the event that Costamare is required to pay under any guarantee, Costamare is entitled to acquire all of the shares in the entities for whose benefit the guarantee has been issued that it does not already own for nominal consideration.

(d) Other: Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company's vessels. Currently, management is not aware of any such claims not covered by insurance or contingent liabilities, which should be disclosed, or for which a provision has not been established in the accompanying consolidated financial statements.

The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any other claims or contingent liabilities which should be disclosed or for which a provision should be established in the accompanying consolidated financial statements.

20

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

The Company is covered for liabilities associated with the individual vessels' actions to the maximum limits as provided by Protection and Indemnity ("P&I") Clubs, members of the International Group of P&I Clubs.

14. Common Stock, Preferred Stock and Additional Paid-In Capital: 

(a) Common Stock: From inception through July 11, 2010, the authorized common stock of Costamare consisted of 2,000,000 shares with a par value of $0.0001 per share out of which 1,000,000 shares were issued to the Konstantakopoulos Family. On July 12, 2010, the Company's articles of incorporation were amended. Under the amended articles of incorporation, the Company's authorized capital stock consists of 1,000,000,000 shares of common stock, par value $0.0001 per share and 100,000,000 preferred shares, par value $0.0001 per share of which no shares were issued. Of these preferred shares, 10,000,000 shares have been designated Series A Participating Preferred Stock in connection with the adoption of a stockholder rights plan. All shares of stock are in registered form.

On July 20, 2010, pursuant to a rights offering authorized by the Board of Directors on July 14, 2010, the Company issued 24,000,000 shares of common stock in exchange of $2,400, increasing the issued share capital of the Company to 25,000,000 shares of common stock.

On October 19, 2010, within the context of the Initial Public Offering completed in November 2010, the Company effected a dividend of 0.88 shares for each share of common stock outstanding on the record date of August 27, 2010 (the "Stock Split"). As a result of this dividend, the Company issued 22,000,000 additional shares in respect of its 25,000,000 shares of the then outstanding common stock.

On November 4, 2010, the Company completed its Initial Public Offering in the United States under the Securities Act. In this respect 13,300,000 common shares at par value $0.0001 were issued at a public offering price of $12.00 per share, increasing the issued share capital to 60,300,000 shares. The net proceeds of the Initial Public Offering were $145,543.

On March 27, 2012, the Company completed a follow-on public equity offering in the United States under the Securities Act. In this respect 7,500,000 shares at par value $0.0001 were issued at a public offering price of $14.10 per share, increasing the issued share capital to 67,800,000 shares. The net proceeds of the follow-on offering were $100,584.

On October 19, 2012, the Company completed a follow-on public equity offering in the United States under the Securities Act. In this respect 7,000,000 shares at par value $0.0001 were issued at a public offering price of $14.00 per share, increasing the issued share capital to 74,800,000 shares. The net proceeds of the follow-on offering were $93,547.

During 2015, the Company issued 448,800 shares, in aggregate, at par value of $0.0001 to Costamare Shipping pursuant to the Group Management Agreement (Note 3). On December 31, 2015, the Company issued 149,600 shares, at par value of $0.0001 to Costamare Services pursuant to the Services Agreement (Note 3). On March 31, 2016, June 30, 2016 and September 30, 2016 the Company issued 448,800 shares, in aggregate, at par value of $0.0001 to Costamare Services pursuant to the Services Agreement (Note 3). The fair value of such shares was calculated based on the closing trading price at the date of issuance. There were no share based payment awards outstanding during the nine-month period ended September 30, 2016.

On July 6, 2016, the Company implemented the plan. The plan offers holders of Company common stock the opportunity to purchase additional shares by having their cash dividend automatically reinvested in Company common stock. Participation in the plan is optional, and shareholders who decide not to participate in the plan will continue to receive cash dividends, as declared and paid in the usual manner. During the nine-month period ended September 30, 2016, the Company issued 1,610,248 shares at par value of $0.0001 to its common stockholders, at a price of $8.9315 per share.

(b) Preferred Stock: On August 7, 2013, the Company issued 2,000,000, Series B Preferred Stock in the United States under the Securities Act, which pay a dividend of 7.625% per annum in arrears on a quarterly basis (equal to $1.90625 per annum per share) at $25 per share. At any time after August 6, 2018, the Series B Preferred Stock may be redeemed, at the Company's election at a price of $25 of liquidation preference per share. The net proceeds from the offering were $48,042.

21

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

On January 22, 2014, the Company issued 4,000,000, Series C Preferred Stock in the United States under the Securities Act, which pay a dividend of 8.50% per annum in arrears on a quarterly basis (equal to $2.125 per annum per share) at $25 per share. At any time after January 21, 2019, the Series C Preferred Stock may be redeemed, at the Company's election at a price of $25 of liquidation preference per share. The net proceeds from the offering were $96,523.

On May 13, 2015, the Company issued 4,000,000, Series D Preferred Stock in the United States under the Securities Act, which pay a dividend of 8.75% per annum in arrears on a quarterly basis (equal to $2.1875 per annum per share) at $25 per share. At any time after May 13, 2020, the Series D Preferred Stock may be redeemed, at the Company's election at a price of $25 of liquidation preference per share. The net proceeds from the offering were $96,616.

(c) Additional Paid-in Capital: The amounts shown in the accompanying consolidated balance sheets, as additional paid-in capital, include: (i) payments made by the stockholders at various dates to finance vessel acquisitions in excess of the amounts of bank loans obtained, (ii) the difference between the par value of the shares issued in the Initial Public Offering in November 2010 and the offerings in March 2012, October 2012, August 2013, January 2014, May 2015 and the net proceeds received from the issuance of such shares, (iii) the difference between the par value and the fair value of the shares issued to Costamare Shipping and Costamare Services (Note 3) and (iv) the difference between the par value of the shares issued under the plan.

(d) Dividends declared and / or paid: During the nine-month period ended September 30, 2015, the Company declared and paid to its common stockholders (i) $20,944 or $0.28per common share for the fourth quarter of 2014, (ii) $21,736 or $0.29 per common share for the first quarter of 2015 and (iii) $21,779 or $0.29 per common share for the second quarter of 2015. During the nine-month period ended September 30, 2016, the Company declared and paid to its common stockholders (i) $21,866 or $0.29per common share for the fourth quarter of 2015 (ii) $21,908 or $0.29 per common share for the first quarter of 2016 and (iii) paid $7,570 or $0.29 per share and issued 1,610,248 shares pursuant to the plan.

During the nine-month period ended September 30, 2015 the Company declared and paid to its holders of Series B Preferred Stock (i) $953 or $0.476563 per share for the period from October 15, 2014 to January 14, 2015, (ii) $953 or $0.476563 per share for the period from January 15, 2015 to April 14, 2015 and (iii) $953 or $0.476563 per share for the period from April 15, 2015 to July 14, 2015. During the nine-month period ended September 30, 2016 the Company declared and paid to its holders of Series B Preferred Stock (i) $953 or $0.476563 per share for the period from October 15, 2015 to January 14, 2016, (ii) $953 or $0.476563 per share for the period from January 15, 2016 to April 14, 2016 and (iii) $953 or $0.476563 per share for the period from April 15, 2016 to July 14, 2016.

During the nine-month period ended September 30, 2015, the Company declared and paid to its holders of Series C Preferred Stock (i) $2,125 or $0.531250 per share for the period from October 15, 2014 to January 14, 2015, (ii) $2,125 or $0.531250 per share for the period from January 15, 2015 to April 14, 2015 and (iii) $2,125 or $0.531250 per share for the period from April 15, 2015 to July 14, 2015.During the nine-month period ended September 30, 2016, the Company declared and paid to its holders of Series C Preferred Stock (i) $2,125 or $0.531250 per share for the period from October 15, 2015 to January 14, 2016, (ii) $2,125 or $0.531250 per share for the period from January 15, 2016 to April 14, 2016 and (iii) $2,125 or $0.531250 per share for the period from April 15, 2016 to July 14, 2016.

During the nine-month period ended September 30, 2015, the Company declared and paid to its holders of Series D Preferred Stock $1,506 or $0.376736 per share for the period from May 13, 2015 to July 14, 2015. During the nine-month period ended September 30, 2016, the Company declared and paid to its holders of Series D Preferred Stock (i) $2,188 or $0.546875 per share for the period from October 15, 2015 to January 14, 2016, (ii) $2,188 or $0.546875 per share for the period from January 15, 2016 to April 14, 2016 and (iii) $2,188 or $0.546875 per share for the period from April 15, 2016 to July 14, 2016.

22

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

15. Earnings per share (EPS)

All common shares issued are Costamare common stock and have equal rights to vote and participate in dividends. In August 2013, the Company issued Series B Preferred Stock, receiving an annual dividend of 7.625% in arrears on the 15th day of January, April, July and October of each year. In January 2014, the Company issued Series C Preferred Stock, receiving an annual dividend of 8.50% in arrears on the 15th day of January, April, July and October of each year. Additionally, in May 2015, the Company issued Series D Preferred Stock, receiving an annual dividend of 8.75% in arrears on the 15th day of January, April, July and October of each year. Profit or loss attributable to common equity holders is adjusted by the contractual amount of dividends on Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock that should be paid for the period. Dividends paid or accrued on Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock during the nine-month periods ended September 30, 2015 and 2016, amounted to $12,637 and $15,797, respectively.

	September 30,
	2015			2016
	Basic EPS			Basic EPS
Net income	$	105,436		$	92,710
Less: paid and accrued earnings allocated to Preferred Stock		(12,637	)		(15,797	)
Net income available to common stockholders		92,799			76,913
Weighted average number of common shares, basic and diluted		74,952,340			75,814,641
Earnings per common share, basic and diluted	$	1.24		$	1.01

16.  Interest and Finance Costs:

 The amounts in the accompanying consolidated statements of income are analyzed as follows:

	Nine-month periods ended September 30,
	2015		2016
Interest expense		33,910		35,730
Swap effect		24,981		16,209
Amortization and write-off of financing costs		1,424		2,032
Commitment fees		585		60
Other financing costs		-		866
Bank charges and other		192		193
		61,092		55,090

17. Taxes:

Under the laws of the countries of incorporation for the vessel owning companies and/or of the countries of registration of the vessels, the companies are not subject to tax on international shipping income; however, they are subject to registration and tonnage taxes, which are included in Vessel operating expenses in the accompanying consolidated statements of income.

23

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

The vessel owning companies with vessels that have called on the United States during the relevant year of operation are obliged to file tax returns with the Internal Revenue Service. The applicable tax is 50% of 4% of U.S. related gross transportation income unless an exemption applies. Management believes that based on current legislation the relevant vessel owning companies are entitled to an exemption because they satisfy the relevant requirements, namely that (i) the related vessel owning companies are incorporated in a jurisdiction granting an equivalent exemption to U.S. corporations and (ii) over 50% of the ultimate stockholders of the vessel owning companies are residents of a country granting an equivalent exemption to U.S. persons.

18. Derivatives:

(a) Interest rate swaps that meet the criteria for hedge accounting:The Company, according to its long-term strategic plan to maintain stability in its interest rate exposure, has decided to minimize its exposure to floating interest rates by entering into interest rate swap agreements. To this effect, the Company has entered into interest rate swap transactions with varying start and maturity dates, in order to manage its floating rate exposure.

These interest rate swaps are designed to hedge the variability of interest cash flows arising from floating rate debt, attributable to movements in three-month or six-month USD LIBOR. According to the Company's Risk Management Accounting Policy, after putting in place the formal documentation required by ASC 815 in order to designate these swaps as hedging instruments as from their inception, these interest rate swaps qualified for hedge accounting. Accordingly, only hedge ineffectiveness amounts arising from the differences in the change in fair value of the hedging instrument and the hedged item are recognized in the Company's earnings. Assessment and measurement of the effectiveness of these interest rate swaps are performed at each reporting period. For qualifying cash flow hedges, the fair value gain or loss associated with the effective portion of the cash flow hedge is recognized initially in "Other comprehensive income" and recognized to the consolidated statement of income in the periods when the hedged item affects profit or loss. Any ineffective portion of the gain or loss on the hedging instrument is recognized in the consolidated statement of income immediately.

At December 31, 2015 and September 30, 2016, the Company had interest rate swap agreements with an outstanding notional amount of $904,627 and $811,679, respectively. The fair value of these interest rate swaps outstanding at December 31, 2015 and September 30, 2016, amounted to a liability of $39,654 and a liability of $24,926, respectively and these are included in the accompanying consolidated balance sheets. The maturity of these interest rate swaps range between June 2018 and May 2023.

During the nine-month periods ended September 30, 2015 and 2016, the realized ineffectiveness on the interest rate swaps discussed under (a) above was a loss of $60, and $nil, respectively and are included in Gain / (Loss) on derivative instruments, net in the accompanying consolidated statements of income.

During the nine-month period ended September 30, 2016, the Company terminated an interest rate derivative instrument and paid the counter party a breakage cost of $9,404, which is separately reflected in Swaps breakage cost in the accompanying 2016 consolidated statement of income.

The estimated net amount that is expected to be reclassified within the next 12 months from Accumulated Other Comprehensive Loss to earnings in respect of the settlements on interest rate swaps amounts to $14,733.

(b) Interest rate swaps that do not meet the criteria for hedge accounting: As of December 31, 2015 and September 30, 2016, the Company had interest rate swap agreements with an outstanding notional amount of $207,439 and $238,619, respectively for the purpose of managing risks associated with the variability of changing LIBOR-related interest rates. Such agreements did not meet hedge accounting criteria and, therefore, changes in its fair value are reflected in earnings. The fair value of these interest rate swaps at December 31, 2015 and September 30, 2016, was a liability of $12,463 and a liability of $7,331, respectively and these are included in Fair value of derivatives in the accompanying consolidated balance sheets. The maturity of these interest rate swaps range between February 2017 and August 2020.

(c) Foreign currency agreements: As of September 30, 2016, the Company did not have any outstanding Euro/U.S. dollar forward agreements.

As of December 31, 2015, the Company was engaged in sixteen Euro/U.S. dollar forward agreements totaling $20,000 at an average forward rate of Euro/U.S. dollar 1.0725 expiring in monthly intervals up to August 2016.

The total change of forward contracts fair value for the nine-month period ended September 30, 2016, was a loss of $352 (gain of $1,243 for the nine-month period ended September 30, 2015) and is included in Gain / (Loss) on derivative instruments, net in the accompanying consolidated statements of income.

24

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

The Effect of Derivative Instruments for the nine-month periods ended September 30, 2015 and 2016
Derivatives in ASC 815 Cash Flow Hedging Relationships
	Amount of Gain / (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)		Location of Gain / (Loss)  Recognized in Income on Derivative (Ineffective  Portion)	Amount of Gain / (Loss) Recognized in Income on Derivative (Ineffective Portion)
	2015	2016		2015	2016
Interest rate swaps	(26,338)	(2,756)	Gain / (Loss) on derivative instruments, net	(60)	-
Reclassification to Interest and finance costs	24,981	16,209		-	-
Total	(1,357)	13,453		(60)	-

Derivatives Not Designated as Hedging Instruments and ineffectiveness of Hedging Instruments under ASC 815
	Location of Gain / (Loss) Recognized in Income on Derivative	Amount of Gain / (Loss) Recognized in Income on Derivative
		2015	2016
Non hedging interest rate swaps	Gain / (Loss) on derivative instruments, net	30	(3,998)
Ineffective portion of hedging interest rate swaps	Gain / (Loss) on derivative instruments, net	(60)	-
Forward contracts	Gain / (Loss) on derivative instruments, net	1,243	(352)
Total		1,213	(4,350)

The realized loss on non-hedging interest rate swaps included in "Gain / (Loss) on derivative instruments, net" amounted to $10,295 and $6,513 for the nine-month period ended September 30, 2015 and 2016, respectively.

19. Financial Instruments:

(a) Interest rate risk: The Company's interest rates and loan repayment terms are described in Note 10.

(b) Concentration of credit risk: Financial instruments which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents, accounts receivable (included in current and non-current assets), equity method investments, equity securities, debt securities and derivative contracts (interest rate swaps and foreign currency contracts). The Company places its cash and cash equivalents, consisting mostly of deposits, with high credit rated financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions. The Company is exposed to credit risk in the event of non-performance by counterparties to derivative instruments; however, the Company limits its exposure by diversifying among counterparties with high credit ratings. The Company limits its credit risk with accounts receivable, equity method investments and equity and debt securities by performing ongoing credit evaluations of its customers' and investees' financial condition and generally does not require collateral for its accounts receivable.

25

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

(c) Fair value: The carrying amounts reflected in the accompanying consolidated balance sheet of financial assets and accounts payable approximate their respective fair values due to the short maturity of these instruments. The fair value of long-term bank loans with variable interest rates approximate the recorded values, generally due to their variable interest rates. The fair value of the interest rate swap agreements and the foreign currency agreements discussed in Note 18 above are determined through Level 2 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements and are derived principally from or corroborated by observable market data, interest rates, yield curves and other items that allow value to be determined.

The fair value of the interest rate swap agreements discussed in Note 18(a) and (b) equates to the amount that would be paid by the Company to cancel the agreements. As at December 31, 2015 and September 30, 2016, the fair value of these interest rate swaps in aggregate amounted to a liability of $52,117 and $32,257, respectively.

The fair market value of the forward contracts discussed in Note 18(c) determined through Level 2 of the fair value hierarchy as at December 31, 2015 and September 30, 2016, amounted to an asset of $352 and $0, respectively.

The following tables summarize the hierarchy for determining and disclosing the fair value of assets and liabilities by valuation technique on a recurring basis as of the valuation date.

	December 31, 2015			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Unobservable Inputs (Level 3)
Recurring measurements:
Forward contracts-asset position		352			-		352			-
Interest rate swaps-liability position		(52,117	)		-		(52,117	)		-
Total		(51,765	)		-		(51,765	)		-

	September 30, 2016			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Unobservable Inputs (Level 3)
Recurring measurements:
Forward contracts-asset position		-			-		-			-
Interest rate swaps-liability position		(32,257	)		-		(32,257	)		-
Total		(32,257	)		-		(32,257	)		-

20. Comprehensive Income: 

During the nine-month period ended September 30, 2015, Other comprehensive income increased with net losses of $1,280 relating to (i) the change of the fair value of derivatives that qualify for hedge accounting (loss of $26,338), net of the settlements to net income of derivatives that qualify for hedge accounting (gain of $24,981) and, (ii) the amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to depreciation ($77). During the nine-month period ended September 30, 2016, Other comprehensive income decreased with net gains of $14,597 relating to (i) the change of the fair value of derivatives that qualify for hedge accounting (loss of $2,756), net of the settlements to net income of derivatives that qualify for hedge accounting (gain of $16,209), (ii) the amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to depreciation ($68) and (iv) the amounts reclassified from net settlements on interest rate swaps qualifying for hedge accounting to Prepaid lease rentals ($1,076).

As at September 30, 2015 and 2016, Comprehensive income amounted to $104,156 and $107,307, respectively. The estimated net amount that is expected to be reclassified within the next 12 months from Accumulated Other Comprehensive Loss to earnings in respect of the net settlements on interest rate swaps amounts to $14,733.

26

COSTAMARE INC.

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2015 and 2016

(Expressed in thousands of U.S. dollars, except share and per share data)

21. Subsequent Events:

(a) Declaration of Dividends (common stock): On October 4, 2016, the Company declared a dividend for the third quarter ended September 30, 2016, of $0.10 per share on its common stock, payable on November 4, 2016, to stockholders of record on October 21, 2016.

(b) Declaration and Payment of Dividends (preferred stock Series B, Series C and Series D):On October 4, 2016, the Company declared a dividend of $0.476563 per share on its Series B Preferred Stock, a dividend of $0.531250 per share on its Series C Preferred Stock and a dividend of $0.546875 per share on its Series D Preferred Stock which were all paid on October 17, 2016 to holders of record on October 14, 2016.

(c) Issuance of Common Stock: On November 4, 2016, pursuant to the plan, the Company issued 817,832 shares at par value of $0.0001 to its common stockholders, at a price of $6.2961 per share.

27

EX-99.2

Exhibit 99.2

Dated: 28^th September, 2016

The Lenders and financial institutions set out in schedule 1

- and -

Commerzbank Aktiengesellschaft

(as legal successor of Deutsche Schiffsbank Aktiengesellschaft)

as joint Arranger, Agent, Swap Bank and Security Agent

- and -

UniCredit Bank AG

(formerlyBayerische Hypo-Und Vereinsbank Aktiengesellschaft)

as joint Arranger, Swap Bank and Account Bank

- and -

HSH Nordbank AG

as Swap Bank, new Agent and Security Agent

- and -

COSTAMARE INC.

as Borrower

- and -

The Corporate Guarantors set out in part-A of schedule 2

as Existing Corporate Guarantors

- and -

Lindner Shipping Co.

Spedding Shipping Co.

Timpson Shipping Co.

Valli Shipping Co.

as New Corporate Guarantors

NINTH SUPPLEMENTAL AGREEMENT

in relation to a Facility Agreement dated 22^nd July, 2008

for an amount of (initially) US$1,000,000,000

TABLE OF CONTENTS

CLAUSE	HEADINGS	PAGE
1	Definitions	3
2	Representations and warranties	6
3	Agreement of the Creditors	7
4	Conditions	8
5	Variations to the Principal Agreement	11
6	Pledged Deposit	21
7	Distributions Assignment	21
8	Appointment of new Agent and new Security Agent	21
9	Entire agreement and amendment	22
10	Continuance of Principal Agreement and the Security Documents	22
11	Continuance and reconfirmation of the Existing Corporate Guarantees	22
12	Fees and expenses	22
13	Miscellaneous	23
14	Governing law and jurisdiction	23

Schedule 1:

The Lenders and their Commitments

Schedule 2:

Part-A:List of the Existing Corporate Guarantors

Part-B: List of the New Corporate Guarantors

Schedule 3:

Form of Costamare Pledge Agreement;

THIS AGREEMENT is made this 28^th day of September, 2016

B E T W E E N

(1) The Lenders and financial institutions set out in schedule 1, as Lenders (the “Lenders”);

(2) Commerzbank Aktiengesellschaft (“CBA”) as legal successor by way of merger of Deutsche Schiffsbank Aktiengesellschaft(“DSB”), as joint Arranger, Agent, Swap Bank and Security Agent;

(3) UniCredit Bank AG (formerly Bayerische Hypo-Und Vereinsbank Aktiengesellschaft) (“UCB”),as joint Arranger, Swap Bank and Account Bank;

(4) HSH Nordbank AG (“HSH”), asSwap Bank, new Agent and new Security Agent;

(5) Costamare Inc., as Borrower;

(6) The Corporate Guarantors set out in Part-A of schedule 2, as Corporate Guarantors (hereinafter together called the “Existing Corporate Guarantors” and singlyan “Existing Corporate Guarantor”,which expression shall include their respective successors in title); and

(7)   (a) Lindner Shipping Co., a company organised and existing under the laws of the Republic of Liberia (hereinafter called the “Lindner Owner”, which expressions shall include its successors in title;

  (b) Spedding Shipping Co., a company organised and existing under the laws of the Republic of Liberia (hereinafter called the “Spedding Owner”, which expressions shall include its successors in title;

  (c) Timpson Shipping Co., a company organised and existing under the laws of the Republic of Liberia (hereinafter called the “Timpson Owner”, which expressions shall include its successors in title; and

  (d) Valli Shipping Co., a company organised and existing under the laws of the Republic of Liberia (hereinafter called the “Valli Owner”,which expression shall include its successors in title, and together with the Lindner Owner, the Spedding Owner and the Timpson Owner hereinafter called the “New Corporate Guarantors” and singlya “New Corporate Guarantor” and together with the Existing Corporate Guarantors hereinafter called the “Corporate Guarantors” and singlya “Corporate Guarantor”)

AND IS SUPPLEMENTAL to a term loan and revolving credit facility agreement dated 22^nd July, 2008 (hereinafter called the “Principal Agreement”) made by and among (1) the Borrower, (2) DSB (whose legal successor by way of merger is CBA), as joint Arranger, Agent, Swap Bank and Security Agent, (3) UCB, as joint Arranger, Swap Bank and Account Bank, (4) HSH, as Swap Bank and (5) The Lenders and financial institutions set out in schedule 1 to the Principal Agreement, as Lenders (therein and hereinafter together called the “Original Lenders”), as amended and/or supplemented by (i) a first supplemental agreement dated 23^rd April, 2010 made between the OriginalLenders, as Lenders, DSB, as joint Arranger, Agent, Swap Bank and Security Agent, UCB, as joint Arranger, Swap Bank and Account Bank, HSH, as Swap Bank, the Borrower, as borrower and the Corporate Guarantors set out in Schedule 2 thereto, as corporate guarantors, (ii) a second supplemental agreement dated 22^nd June, 2010 made between the OriginalLenders, as Lenders, DSB, as joint Arranger, Agent, Swap Bank and Security Agent,  UCB, as joint Arranger, Swap Bank and Account Bank, HSH, as Swap Bank, the Borrower, as borrower and the Corporate Guarantors set out in Schedule 2 thereto, as corporate guarantors, (iii) a third supplemental agreement dated 6^th September, 2011 made between the OriginalLenders, as Lenders, DSB, as joint Arranger, Agent, Swap Bank and Security Agent,  UCB, as joint Arranger, Swap Bank and Account Bank, HSH, as Swap Bank, the Borrower, as borrower and the Corporate Guarantors set out in Schedule 2 thereto, as corporate guarantors, (iv) a fourth supplemental agreement dated 17^th December, 2012 made between the OriginalLenders, as Lenders, CBA, as joint Arranger, Agent, Swap Bank and Security Agent,  UCB, as joint Arranger, Swap Bank and Account Bank, HSH, as Swap Bank, the Borrower, as borrower and the Corporate Guarantors set out in Schedule 2 thereto, as corporate guarantors, (v) a fifth supplemental agreement dated 28^th May, 2013 made between the OriginalLenders, as Lenders, CBA, as joint Arranger, Agent, Swap Bank and Security Agent,  UCB, as joint Arranger, Swap Bank and Account Bank, HSH, as Swap Bank, the Borrower, as borrower and the Corporate Guarantors set out in Schedule 2 thereto, as corporate guarantors, (vi) a sixth supplemental agreement dated 30^th August, 2013 made between the OriginalLenders, as Lenders, CBA, as joint Arranger, Agent, Swap Bank and Security Agent,  UCB, as joint Arranger, Swap Bank and Account Bank, HSH, as Swap Bank, the Borrower, as borrower and the Corporate Guarantors set out in Schedule 2 thereto, as corporate guarantors, (vii) a seventh supplemental agreement dated 2^nd July, 2014 made between the OriginalLenders, as Lenders, CBA, as joint Arranger, Agent, Swap Bank and Security Agent,  UCB, as joint Arranger, Swap Bank and Account Bank, HSH, as Swap Bank, the Borrower, as borrower and the Corporate Guarantors set out in Schedule 2 thereto, as corporate guarantors, and (viii) an eighth supplemental agreement dated 25^th August, 2015 made between (inter alia) the Lenders (as defined therein), as Lenders, CBA, as joint Arranger, Agent, Swap Bank and Security Agent,  UCB, as joint Arranger, Swap Bank and Account Bank, HSH, as Swap Bank, the Borrower, as borrower and the Corporate Guarantors set out in Schedule 2 thereto, as corporate guarantors, on the terms and conditions of which the OriginalLenders agreed to make available to the Borrower, as borrower (a) a term loan facility in the amount of up to Seven hundred million United States Dollars (US$700,000,000) and (b) a revolving credit facility in the maximum amount of up to Three hundred million United States Dollars (US$300,000,000) and in the aggregate not exceeding One billion United States Dollars (US$1,000,000,000), for the purposes therein specified.

W H E R E A S:

(A) pursuant to Drawdown Notices from the Borrower to the Agent, the OriginalLenders have advanced to the Borrower the aggregate amount of United States Dollars One billion (US$1,000,000,000) (as the Borrower, the Existing Corporate Guarantors and the New Corporate Guarantors hereby jointly and severally acknowledge), out of which the principal amount outstanding as at the date hereof is United States Dollars Four hundred fifty one million forty seven thousand eight hundred forty and twelve cents (US$451,047,840.12) (as the Borrower, the Existing Corporate Guarantors and the New Corporate Guarantors hereby jointly and severally acknowledge);

(B) pursuant to:

(a) a Transfer Certificate dated 28^th October, 2014 (with effective date 30^th October, 2014) HSH transferred all its rights under the Principal Agreement and the Security Documents to  Ocean Funding 2013 GMBH, a company incorporated under and in accordance with the laws of the Federal Republic of Germany, having its registered office at Steinweg 3-5, 60313 Frankfurt am Main, Federal Republic of Germany(hereinafter called “Ocean Funding”), as a result of which HSH ceased to be a Lender and was replaced by Ocean Funding;

(b) a Transfer Certificate dated 2^nd August, 2016 (with effective date 3^rd August, 2016) Ocean Funding re-transferred all its rights under the Principal Agreement and the Security Documents to HSH, as a result of which Ocean Funding ceased to be a Lender and was replaced by HSH;

(C) CBA has notified all the other Creditors and the Borrower that it wishes to retire from its duties under the Facility Agreement as Agent and Security Agent, its retirement and appointment of a new Agent and Security Agent being of utmost importance to CBA, and HSH has agreed to be appointed as a new Agent and Security Agent; and

(D) the Borrower and the Corporate Guarantors have together requested the Lenders to consent to:

(a) the extension of the Final Maturity Date to 30 June 2021 and the repayment of the Balloon Instalment in a number of instalments; and

(b) the full waiver of the Security Requirement covenant under clause 8.2.1 (Security shortfall) of the Principal Agreement,

and the Lenders have agreed to do so upon terms that (inter alia) the Principal Agreement shall be amended in the manner hereinafter set out.

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

1. Definitions

1.1 Defined terms. Words and expressions defined in the Principal Agreement and not otherwise defined herein (including the Recitals hereto) shall have the same meanings when used in this Agreement.

1.2 Additional definitions. In addition, in this Agreement the words and expressions specified below shall have the meanings attributed to them below:

“Costamare Pledge Agreement” means the agreement to be entered into between the Borrower, the Lenders and HSH, in the form of Schedule 3 hereto;

“Distributions Assignment” means a deed of first priority assignment of the dividends received by the Borrower pursuant to clause 12 of the Amendment and Restatement Agreement dated 18^th May 2015 relating to a Framework Deed dated 15^th May 2013 made between Sparrow Holdings, L.P., York Capital Management Global Advisors LLC, Costamare Ventures Inc. and the Borrower (the “JV York Agreement”) executed or to be executed by the Borrower in favour of the Lenders, in a form agreed between the Borrower and the Agent (acting on the instructions of the Lenders);

“Effective Date” means the date upon which all the conditions contained in clause 4 shall have been satisfied and/or as the case may be, waived in writing by the Agent  (acting on the instructions of the Lenders) and this Agreement shall become effective;

“Facility Agreement” means the Principal Agreement as hereby amended and as the same may from time to time be further amended and/or supplemented;

“Mortgage Amendment” in relation to each Greek flag Ship and Liberian flag Shipmeans the amendment to the first preferred Ship mortgage registered over such Ship in favour of the Lenders, whereby the said mortgage shall be amended, executed or (as the context may require) to be executed by the relevant Owner in form and substance satisfactory to the Agent (acting on the instructions of the Lenders) (together, the “Mortgages Amendments”);

“New Accounts Pledge Agreement” means the first priority pledge executed or (as the context may require) to be entered into between one or more New Corporate Guarantors, the Lenders and the Account Bank in respect of the Operating Accounts relative to the Ship(s) of such New Corporate Guarantor(s) in form and substance satisfactory to the Agent (acting on the instructions of the Lenders) (together, the “New Accounts Pledge Agreements”);

“New Costamare Manager’s Undertaking” in relation to the New Ships means an undertaking and letter of subordination executed or (as the context may require) to be executed by the Commercial Manager in favour of the Security Agent or the Lenders in form and substance satisfactory to the Agent (acting on the instructions of the Lenders);

“New Corporate Guarantee” means the irrevocable and unconditional guarantee given or, as the context may require, to be given by each New Corporate Guarantor in favour of the Security Agent in form and substance satisfactory to the Agent (acting on the instructions of the Lenders) (together, the “New Corporate Guarantees”);

“New General Assignment” in relation to each New Ship means the first priority deed of general assignment of the Earnings, Insurances and any Requisition Compensation in respect of such New Ship, to be executed by the relevant Owner thereof in favour of the Security Agent or the Lenders in form and substance satisfactory to the Agent (acting on the instructions of the Lenders) (together, the “New General Assignments”);

“New Manager’s Undertakings” means together the New Technical Manager’s Undertakings and the New Costamare Manager’s Undertaking and in the singular means any of them as the context may require;

“New Mortgage” in relation to each New Ship means the first preferred/priority ship mortgage and (in the case of the Lakonia Ship) the deed of covenant collateral thereto, executed or (as the context may require) to be executed by the Owner of such New Ship in favour of the Security Agent or the Lenders in form and substance satisfactory to the Agent (acting on the instructions of the Lenders) (together, the “New Mortgages”);

“New Security Documents” means together the Costamare Pledge Agreement, the Distributions Assignment, the Mortgages Amendments, the New Accounts Pledge Agreements, the New Corporate Guarantees, the New General Assignments, the New Mortgages and the New Manager’s Undertakings;

“New Ships” means the following ships:

(a) m/v “AREOPOLIS”, of about 25,630 gt and 12,733 nt, built in 2000in Germany,registered under the Liberian flag in the ownership of the Timpson Owner, having IMO No. 9222467 (the “Areopolis Ship”);

(b) m/v “LAKONIA”, of about 28,270 gt and 13,327 nt, built in 2004in Singapore, registered under the Hong Kong flag in the ownership of the Spedding Owner, having IMO No. 9248679 (the “Lakonia Ship”);

(c) m/v “ITEA”, of about 39,582 gt and 23,040 nt, built in 1998in South Korea, registered under the Liberian flag in the ownership of the Valli Owner, having IMO No. 9157698 (the “Itea Ship”); and

(d) m/v “VENETIKO”, of about 66,462 gt and 25,614 nt, built in 2003in Japan, registered under the Liberian flag in the ownership of the Lindner Owner, having IMO No. 9260914 (the “Venetiko Ship”);

and “New Ship” means any of them, as the context may require;

“New Technical Manager’s Undertaking” means in relation to:

(a) each of the New Ships (other than the Lakonia Ship), an undertaking and letter of subordination executed or (as the context may require) to be executed by the Technical Manager V. Ships Greece Ltd. of Bermuda in favour of the Security Agent or the Lenders in form and substance satisfactory to the Agent (acting on the instructions of the Lenders); and

(b) the Lakonia Ship, an undertaking and letter of subordination executed or (as the context may require) to be executed by the Technical Manager Shanghai Costamare Ship Management Co., Ltd., of China in favour of the Security Agent or the Lenders in form and substance satisfactory to the Agent (acting on the instructions of the Lenders),

(together, the “New Technical Manager’s Undertakings”); and

“Pledged Deposit” means the amount of Dollars Twenty million ($20,000,000), as reduced from time to time pursuant to clause 6, which shall be deposited into the Pledged Deposit Account and shall be subject to the terms and conditions of the Costamare Pledge Agreement; and

“Pledged Deposit Account” means the Borrower’s account opened or to be opened with the Hamburg office of HSH and into which the Pledged Deposit shall be deposited.

1.3 Interpretation.  In this Agreement:

(a) Where the context so admits words importing the singular number only shall include the plural and vice versa and words importing persons shall include firms and corporations;

(b) clause headings are inserted for convenience of reference only and shall be ignored in construing this Agreement;

(c) references to clauses are to clauses of this Agreement save as may be otherwise expressly provided in this Agreement; and

(d) all capitalised terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Principal Agreement.

2. Representations and warranties

2.1 Representations and warranties true and correct.  The Borrower and the Corporate Guarantors hereby jointly and severally represent and warrant to the Creditors as at the date hereof that the representations and warranties set forth in the Principal Agreement (except in relation to the representations and warranties in clause 7.2 (Initial representations and warranties) of the Principal Agreement) and the Security Documents (updated mutatis mutandis to the date of this Agreement) are (and will be on the Effective Date) true and correct as if all references therein to “this Agreement” were references to the Principal Agreement as amended and supplemented by this Agreement.

2.2 Additional representations and warranties.  In addition to the above the Borrower and the Corporate Guarantors hereby jointly and severally represent and warrant to the Creditors as at the date of this Agreement that:

(a) Due Incorporation/Valid Existence: each of the Security Parties and the Managers is duly formed, is validly existing and in good standing under the laws of the place of its incorporation and each of the Borrower and the Corporate Guarantors has full power to carry on its business as it is now being conducted and to enter into and perform its obligations under the Principal Agreement, this Agreement, each of the New Security Documents and the Security Documents to which it is or is to be a party and each of the Managers has full power to carry on its business as it is now being conducted and to enter into and perform its obligations under the relevant New Manager’s Undertaking to which it is or is to be a party, and each of the Security Parties has complied with all statutory and other requirements relative to its business and does not have an established place of business in any part of the United Kingdom or the USA;

(b) Licences/Authorisations: all necessary licences, consents and authorities, governmental or otherwise under this Agreement, the Principal Agreement, the New Security Documents and the Security Documents have been obtained and, as of the date of this Agreement, no further consents or authorities are necessary for any of the Security Parties to enter into this Agreement or otherwise perform its obligations hereunder;

(c) Validity and binding effect: this Agreement constitutes, and each of the New Security Documents on the execution thereof will constitute, the legal, valid and binding obligations of the Security Parties thereto enforceable in accordance with its terms;

(d) No conflict with law and other obligations: the execution and delivery of, and the performance of the provisions of this Agreement and the New Security Documents do not, and will not contravene any applicable law or regulation existing at the date hereof or any contractual restriction binding on any of the Security Parties or its respective constitutional documents;

(e) No litigation: no litigation, arbitration or administrative proceeding relating to an amount  exceeding in respect of (a) the Group cumulatively US$50,000,000 and (b) each Related Company US$3,000,000is taking place, pending or, to the knowledge of the officers of the Borrower, threatened against the Borrower or any of its Related Companies or any other Security Party which could have a material (in the reasonable opinion of the Majority Lenders) adverse effect on the business, assets or financial condition of the Borrower or any of its Related Companies or any other Security Party; and

(f) No Event of Default:  no Event of Default is continuing or will be continuing on the Effective Date.

2.3 Repetition of representations and warranties.  The representations and warranties of the Borrowers and the Corporate Guarantors in this Agreement shall survive the execution of this Agreement and shall be deemed to be repeated at the commencement of each Interest Period.

3. Agreement of the Creditors

3.1 Consent.  The Creditors, relying upon each of the representations and warranties set out in clause 2 and subject to and upon the terms and conditions of this Agreement and in particular, but without limitation, subject to the fulfilment of the conditions precedent set out in clause 4, hereby agree with the Borrower to:

(a) extend the Final Maturity Date to 30 June 2021 and the repayment of such Balloon Instalment by the instalments set out in clause 5.1(f) of this Agreement;

(b) the full and permanent waiver of the application of clause 8.2.1 (Security shortfall) of the Principal Agreement from the Effective Date and until the last day of the Security Period; and

(c) the amendment of the Principal Agreement in the manner more particularly set out in clause 5.1.

4. Conditions

4.1 Conditions precedent.  The agreement of the Creditors contained in clause 3.1 shall be expressly subject to the condition that:

(a) Documents and evidence: the Agent shall have received on or before the Effective Date in form and substance satisfactory to the Agent and its legal advisers:

(i) a certified true copy of the certificate of good standing or equivalent document issued by the competent authorities of the place of its incorporation in respect of each of the Borrower and the Corporate Guarantors;

(ii) certified and duly legalised copies of resolutions passed (i) at a meeting of the Board of Directors of the Borrower and (ii) by the Sole Director of each of the Corporate Guarantors and certified and duly legalised copies of the resolutions passed at a meeting of the sole shareholder of each of the Corporate Guarantors evidencing approval of this Agreement and of the New Security Documents and authorising appropriate officers or attorneys to execute the same and to sign all notices required to be given under this Agreement on its behalf or other evidence of such approvals and authorisations as shall be acceptable to the Agent;

(iii) certified and duly legalised copies of the certificates of incumbency of each of the Borrower and the Corporate Guarantors signed by the secretary or a director of each of them, including, inter alia, a list of director(s) and officer(s) thereof, and confirming that (i) the Resolutions passed by Written Consent of the Sole Shareholder and the Sole Director of each such Security Party remain in full force as of the date thereof and have not been amended, rescinded or revoked and (ii) the power of attorney issued by each such Security Party in accordance with such Resolutions contained in the said Written Consents remains in full force as of the date hereof and has not been amended, rescinded or revoked;

(iv) all documents evidencing any other necessary action or approvals or consents with respect to this Agreement and the New Security Documents;

(v) the original of any power(s) of attorney issued in favour of any person executing this Agreement or the New Security Documents on behalf of each of the Borrower and the Corporate Guarantors and the Managers;

(vi) evidence satisfactory to the Agent of the authority of the person executing each New Technical Manager’s Undertaking on behalf of the relevant New Technical Manager; and

(vii) evidence satisfactory to the Agent that an amount equal to the initial amount of the Pledged Deposit (i.e. $20,000,000) has been deposited in the Pledged Deposit Account;

(b) Conditions concerning the New Ships: the Agent shall have received on or before the Effective Date evidence that:

(i) each New Ship is registered in the name of the Owner thereof through the relevant Registry under the laws and flag of Liberia or, as the case may be, Hong Kong and that such New Ship and its Earnings, Insurances and Requisition Compensation (as each such term is defined in the General Assignment relative thereto) are free of Encumbrances save for the Permitted Encumbrances;

(ii) each New Ship maintains the Classification referred to in the New Mortgage relative thereto free of all overdue requirements and overdue recommendations of the relevant Classification Society which would lead to the withdrawal of class;

(iii) each New Ship is insured in accordance with the provisions of the New Mortgage relative thereto and all requirements of the relevant Security Documents in respect of such insurance have been complied with (including without limitation, confirmation from the protection and indemnity association or other insurer with which such New Shipis, or is to be, entered for insurance or insured against protection and indemnity risks (including oil pollution risks) that any necessary declarations required by the association or insurer for the removal of any oil pollution exclusion have been made and that any such exclusion does not apply to such New Ship);

(iv) each Liberian Mortgage has been registered against the relevant Liberian flag Ship through the relevant Registry under the laws of Liberia and the Hong Kong Mortgage has been registered against the Lakonia Ship through the relevant Registry under the laws of Hong Kong;

(v) a copy of the DOC applicable to each New Shipand of the SMC applicable to each Manager certified as true, complete and in effect by the Borrower’s lawyer;

(vi) copies of such ISM Code Documentation in respect of each New Ship,as the Agent may by written notice to the Borrower have requested not later than two (2) days before the Effective Date certified as true and complete in all material respects by the Borrower’s lawyer;

(vii) copy of the ISSC of each New Shipissued pursuant to the ISPS Code certified as true, complete and in effect by the Borrower’s lawyer; and

(viii) a copy, certified as a true and complete copy by the Borrower’s lawyer, of the Management Agreement in respect of each New Ship;

(c) New Security Documents: the Agent shall have received on or before the Effective Date evidence that (i) each of the New Security Documents are duly executed by the respective parties thereto and, where appropriate, duly registered in favour of the Lenders and (ii) that the notice in the form of Schedule 4C of the Costamare Pledge Agreement has been given and acknowledged by HSH;

(d) Legal opinions: the Agent shall have received on or before the Effective Date the form of an opinion of the Lenders’ legal advisers on (i) Liberian Law matters in relation to the Liberian flag New Ships and the New Corporate Guarantors, (ii) Hong Kong Law matters in relation to the Lakonia Ship, (iii) Marshall Islands Law matters in relation to the Borrower and (iv) German Law matters in relation to the Costamare Pledge Agreement; and

(e) Fees: any fees and commissions payable from the Borrower to the Creditors pursuant to the terms of clause 5.1 (Fees) of the Principal Agreement or any other provision of the Security Documents have been paid in full.

4.2 Conditions subsequent.   The Borrower shall procure that:

(a) Hong Kong Companies Registry:  the Agent shall be furnished within thirty (30) days from the date of registration of the relevant New Mortgage on the Lakonia Ship with evidence, satisfactory to the Agent and its legal advisers, of the due filing/registration with the Hong Kong Companies Registry of such New Mortgage and the Deed of Covenant supplemental thereto and any other Security Document executed by the Owner of Lakonia Ship required to be filed/registered with the Hong Kong Companies Registry; and

(b) Process Agent: the Agent shall have received, if possible on or before the Effective Date or within three (3) Banking Days thereafter, a letter from the Security Parties’ agent in England for receipt of service of proceedings appointed as per clause 18.2 (Submission to Jurisdiction) of the Principal Agreement as hereby amended, accepting its appointment under the said clause and under each of the New Security Documents to which the Borrower is a party and in which it is or is to be appointed as the New Security Parties’ agent.

4.3 Conditions for Creditor’s benefit.  The conditions specified in this clause 4 are inserted solely for the benefit of the Creditors and may be waived by the Agent (acting on the instructions of the Lenders) in whole or in part with or without conditions.

5. Variations to the Principal Agreement

5.1 Amendments.  In consideration of the agreement of the Lenders and the Agent contained in clause 3.1, the Borrower and the Corporate Guarantors hereby jointly and severally agree with the Creditors that with effect from the Effective Date, the provisions of the Principal Agreement shall be varied and/or amended and/or supplemented as follows:

(a) by inserting the following new definitions in alphabetical order in clause 1.2 (Definitions) of the Principal Agreement:

““Affiliate” means in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

“Costamare Pledge Agreement” means the agreement to be entered into between the Borrower, the Lenders and HSH Nordbank AG for the creation, of a first priority pledge over the Pledged Deposit to be deposited in the Pledged Deposit Account, in the form of Schedule 3 of the Ninth Supplemental Agreement;

“Distributions Assignment” means a deed of first priority assignment of the dividends received by the Borrower pursuant to clause 12 of the Amendment and Restatement Agreement dated 18^th May 2015 relating to a Framework Deed dated 15^th May 2013 made between Sparrow Holdings, L.P., York Capital Management Global Advisors LLC, Costamare Ventures Inc. and the Borrower (the “JV York Agreement”) executed or to be executed by the Borrower in favour of the Security Agent or the Lenders, in the form of Schedule 4 of the Ninth Supplemental Agreement;

“Holding Company” means in relation to a person, any other person in respect of which it is a Subsidiary;

“Loan-Parts” means, together, the Loan-Part A and the Loan-Part B, and “Loan-Part” means either of the Loan-Part A and Loan-Part B as the context may require;

“Loan-Part A” means the part of the Loan being on the date of the Ninth Supplemental Agreement Dollars Three hundred seventy million one hundred ninety four thousand eight hundred and twelve cents (US$370,194,800.12) or (as the context may require) the principal amount thereof owing to the Lenders under this Agreement at any relevant time;

“Loan-Part B” means the part of the Loan being on the date of the Ninth Supplemental Agreement Dollars Eighty million eight hundred fifty three thousand forty (US$80,853,040.00) or (as the context may require) the principal amount thereof owing to the Lenders under this Agreement at any relevant time;

“Ninth Supplemental Agreement” means the Ninth Supplemental Agreement dated 28^th September, 2016 supplemental to this Agreement executed and made by and among the Lenders, as Lenders, Commerzbank AG, as joint Arranger, Agent, Swap Bank and Security Agent,  UniCredit AG, as joint Arranger, Swap Bank and Account Bank, HSH Nordbank AG, as Swap Bank, new Agent and new Security Agent, the Borrower, as borrower and the Corporate Guarantors, as corporate guarantors, whereby this Agreement has been amended as therein provided;

“Pledged Deposit” means the amount of Dollars Twenty million ($20,000,000), as reduced from time to time pursuant to clause 6 of the Ninth Supplemental Agreement, which shall be deposited into the Pledged Deposit Account and which shall be subject to the terms and conditions of the Costamare Pledge Agreement;

“Pledged Deposit Account” means an account opened or to be opened in the name of the Borrower with the Hamburg office of HSH Nordbank AG and includes any sub-accounts thereof and any other account with HSH Nordbank AG designated in writing by the Agent (acting on the instructions of the Lenders) to be the Pledged Deposit Account for the purposes of this Agreement;

“Sanctions” means any economic or trade sanctions or restrictive measures enacted, administered, imposed or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council, and/or the European Union and/or the French Republic, and/or Her Majesty’s Treasury, and/or the State Secretariat for Economic Affairs of Switzerland (“SECO”) or the Swiss Directorate of International Law (“DIL”), and/orthe Flag State or other relevant sanctions authority;”;

(b) by amending the definitions “Final Maturity Date”, “Margin”, “Security Documents” and “Subsidiary” in clause 1.2 (Definitions) of the Principal Agreement to read as follows:

“ “Final Maturity Date” means 30^th June, 2021;

 “Margin” means:

(a) prior to the Effective Date, in respect of the Loan, zero point eight five per cent (0.85%) per annum;

(b) following the Effective Date:

(i) in respect of Loan-Part A, two point two zero per cent (2.20%) per annum; and

(ii) in respect of Loan-Part B, two point five zero per cent (2.50%) per annum;

“Security Documents” means:

(a)this Agreement;

(b)the Master Agreements;

(c)the Master Agreement Security Deeds;

(d)the Mortgages;

(e)the General Assignments;

(f)the Corporate Guarantees;

(g)the Accounts Pledge Agreements;

(h)the Costamare Pledge Agreement;

(i)the Distributions Assignment; and

(j)the Charterparty Assignments;

and any other agreement or document that may has been or shall from time to time after the date of this Agreement be executed to guarantee and/or secure all or any part of the Outstanding Indebtedness and/or any and all other obligations of the Borrower pursuant to this Agreement and the Master Agreements and any other moneys from time to time owing by the Borrower under or in connection with this Agreement and/or the Master Agreements and/or any of the other documents referred to in this definition, as each such document may from time to time be amended and/or supplemented, and “Security Document” means any of them as the context may require;

“Subsidiary” of a person means any company or entity directly or indirectly controlled by such person, and for this purpose “control” means either the ownership of more than fifty per cent (50%) of the voting share capital (or equivalent rights of ownership) of such company or entity or the power to direct its policies and management, whether by contract or otherwise; and for the purposes of this Agreement, a company is to be treated as a subsidiary even if the relevant shares are registered in the name of (a) a nominee, or (b) any party holding security over those shares, or that secured party’s nominee)”;

(c) by adding the following proviso at the end of the definition “LIBOR” in clause 1.2 (Definitions) of the Principal Agreement:

“Provided, however, that in case LIBOR is less than zero (0) in relation to any Interest Period falling after 30 June 2018, LIBOR for such Interest Period shall be deemed to be zero (0);”;

(d) by amending clause 3.1 (Normal interest rate) of the Principal Agreement to read as follows:

“3.1 Normal interest rate

Subject to the provisions of this Agreement, the Borrower shall pay interest on the Loan (or as the case may be, each portion thereof to which a different Interest Period relates), in respect of each Interest Period relating thereto on each Interest Payment Date at the rate per annum determined by the Agent to be the aggregate of (i) the applicable Margin to the relevant part of the Loan (or as the case may be, each portion thereof to which a different Interest Period relates), (ii) LIBOR for that Interest Period and (iii) the Mandatory Cost Rate (if any). In addition in the event that the Borrower selects (under clause 3.2) an Interest Period for the Loan or any part thereof longer than three (3) months but not longer than twelve (12) months, the Borrower shall, after 3 months from the commencement of such Interest Period, place into a time deposit maintained with the Account Bank in an account in the name of the Borrower and pledged, throughout the remainder of such Interest Period, in favour of the Lenders and the Swap Banks an amount equal to the pro-rata interest on the Loan for the first three (3) months of such Interest Period. Such amount placed into the said time deposit as well as accrued interest thereon up to the end of the relevant Interest Period shall be applied by the Agent in payment of interest on the Loan on the relevant Interest Payment Date and the Borrower hereby irrevocably and unconditionally authorises the Agent and the Account Bank to effect such transfer and application provided, however, that notwithstanding the above proviso, interest on the Loan shall accrue and shall be payable by the Borrower at the rate provided in this clause 3.1 on each Interest Payment Date falling during and on the last Interest Payment Date of, such longer Interest Period and such interest shall be applied by the Agent in payment of interest on the Loan on each such Interest Payment Date.”;

(e) by adding the word ‘applicable’ before the word ‘Margin’ in clauses 3.4 (Default interest), 3.6.2 and 16.11.2 of the Principal Agreement;

(f) by amending clause 4.1.1 (Repayment of the Loan) of the Principal Agreement to read as follows:

“4.1.1 Repayment of the Loan: The Borrower shall repay the outstanding principal amount of the Loan being on the date of the Ninth Supplemental Agreement Dollars Four hundred fifty one million forty seven thousand eight hundred forty and twelve cents (US$451,047,840.12) as follows:

(a) Loan-Part A: The Borrower shall repay the outstanding principal amount of the Loan-Part A, being on the date of the Ninth Supplemental Agreement Dollars Three hundred seventy million one hundred ninety four thousand eight hundred and twelve cents (US$370,194,800.12) by seventeen (17) consecutive quarterly Repayment Instalments, the first of which shall be payable on 30^th September, 2016 and the last (the 17^th) shall be payable on 30^th September, 2020.  Subject to the provisions of this Agreement, the amount of each of the Repayment Instalments of the Loan-Part A shall be as follows:

(i) 1^st to 16^th (both incl.) Repayment Instalments in the amount of Dollars twenty two million four hundred seventy two thousand six hundred seven and ninety nine cents ($22,472,607.99) each; and

(ii) 17^th Repayment Instalment in the amount of Ten million six hundred thirty three thousand seventy two Dollars and twenty eight cents ($10,633,072.28);

(b) Loan-Part B:, The Borrower shall repay the outstanding principal amount of the Loan-Part B, being on the date of the Ninth Supplemental Agreement Dollars Eighty million eight hundred fifty three thousand forty (US$80,853,040.00) by four (4) consecutive quarterly Repayment Instalments, the first of which shall be payable on 30^th September, 2020 and the last (the 4^th) shall be payable on 30^th June, 2021 (the “Final Maturity Date”).  Subject to the provisions of this Agreement, the amount of each of the Repayment Instalments of the Loan-Part B shall be as follows:

(i) 1^st Repayment Instalment in the amount of Eleven million eight hundred thirty nine thousand five hundred thirty five Dollars and seventy one cents ($11,839,535.71) each;

(ii) 2^nd and 3^rd Repayment Instalment in the amount of Dollars twenty two million four hundred seventy two thousand six hundred seven and ninety nine cents ($22,472,607.99) each;

(iii) the 4^th and last Repayment Instalment in the amount of Dollars Twenty four million sixty eight thousand two hundred eighty eight and thirty one cents ($24,068,288.31) payable on the Final Maturity Date.

provided that (a) if the last Repayment Date would otherwise fall after the Final Maturity Date, the last Repayment Date shall be the Final Maturity Date, (b) there shall be no Repayment Dates after the Final Maturity Date and (c) on the Final Maturity Date the Borrower shall also pay to the Agent any and all other moneys then due and payable under this Agreement and the other Security Documents; and

provided further that if any of the Repayment Instalments shall become due on a day which is not a Banking Day, the due date therefor shall be extended to the next succeeding Banking Day unless such Banking Day falls in the next calendar month in which event such due date shall be the immediately preceding Banking Day.”;

(g) by adding the following new clauses 7.1.12 and 7.1.13 to the Principal Agreement reading as follows:

“7.1.12 Anti-bribery, anti-corruption and anti-money laundering:  none of the Security Parties nor any of its Subsidiaries, directors or officers, or, to the best knowledge of the Borrower, any Affiliate, agent or employee of it, has engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations or rules in any applicable jurisdiction and the Borrower has instituted and maintains policies and procedures designed to prevent violation of such laws, regulations and rules;

7.1.13 Sanctions:  none of the Security Parties, any of its Subsidiaries, directors or officers, or, to the best knowledge of Borrower, any Affiliate, agent or employee of the Borrower is an individual or entity (a “Person”), that is, or is owned or controlled by Persons that are: (i) the target of any Sanctions (a “Sanctioned Person”) or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions broadly prohibiting dealings with such government, country or territory (a “Sanctioned Country”);

Provided always that the Borrower's representations and warranties in this Clause 7.1.13 (Sanctions) shall not be made or given for the benefit of a Creditor if that Creditor is resident in Germany (“Inländer”) within the meaning of Section 2 Para. 15 of the German Foreign Trade and Payments Act (“Außenwirtschaftsgesetz” or “AWG”), to the extent that the giving of such representations or the making of such undertakings would result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or (ii) any violation of or conflict with Section 7 of the German Foreign Trade and Payments Regulation (“Außenwirtschaftsverordnung” or “AWV”) (in connection with section 4 paragraph 1 no. 3 AWG); and

Provided further that any representations and warranties given by the Borrower and/or the Security Parties to a Creditor resident in Germany shall be deemed, as regards any such Creditor, to be solely restricted to such sanctions laws administered, enacted, imposed or enforced by Germany, the European Union and the United Nations.

(h) by replacing paragraph (iii) of clause 8.1.5 to the Principal Agreement with the following two new paragraphs (iii) and (iv):

“ (iii) within ninety (90) days of the end of each quarter of each financial year during which a dividend has been paid by the Borrower, copies of the unaudited consolidated financial statements of the Borrower and its Subsidiaries (including the Owners); and

(iv) within ninety (90) days of the end of the first half-year of each financial year and one hundred and eighty (180) after the end of each financial year, together with the financial statements furnished to the Agent under clause 8.1.5(i) and clause 8.1.5(ii) a Compliance Certificate duly signed by the chief financial officer of the Borrower in the form set out in schedule 10, duly completed and supported by calculations setting out in reasonable detail the materials underling the statements made in such compliance certificate;”;

(i) by adding the following new clause 8.1.12 to the Principal Agreement reading as follows:

“8.1.12 Sanctions:

(a) None of Security Parties  will, directly or indirectly, use the proceeds of the loan hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or any other Person, (i) to fund any activities or business of involving a Sanctioned Person or Sanctioned Country, or (ii) use in repayment of any moneys due to the Finance Parties any earnings of the Ship paid directly or indirectly from any activities or business of or with any Person, or in any country, territory or port, that, at the time of such payment, is, a Sanctioned Person or Sanctioned Country, or (iii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the loan hereunder, whether as underwriter, advisor, investor, lender, hedge provider, facility or security agent or otherwise).

(b) The Borrower shall and shall procure that:

(i) each of the Security Parties shall not breach any laws, regulations or rules relating to each of the Ships, its ownership, employment, operation, management and registration, including, but not limited to, all Sanctions; and

(ii) without limiting paragraph (a) above, none of the Owners will employ its Ship or allow its employment, operation or management in any manner contrary to any law, regulation or rule including but not limited to all Sanctions.

(c) Without limiting paragraph (i) of sub-Clause (b) above, the Borrower shall procure:

(i) that none of the Ships shall be used directly or indirectly by or for the benefit of a Sanctioned Person;

(ii) that none of the Ships shall be used directly or indirectly in trading to a Sanctioned Country in breach of any Sanction;

(iii) that none of the Ships shall be used directly or indirectly in any transport of any goods that are prohibited by Sanctions;

(iv) that none of the Ships shall be traded in any manner which would expose such Ship, any Security Party, to enforcement proceedings or any other consequences whatsoever arising from Sanctions; and

(v) that none of the Ships shall be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances and/or re-insurances; and

(vi) that its employees shall use reasonable commercial efforts to agree with the relevant counterparty in each charterparty (including any sub-charterparty) in respect of a Ship to incorporate, for the benefit of its Owner, language which broadly gives effect to the provisions of paragraph (ii) of sub-Clause (b) above and of this sub-Clause (c) and which permits refusal of employment or voyage orders if compliance would result in a breach of Sanctions;

Provided always that the Borrower's undertakings in this Clause 8.1.12 (Sanctions) shall not be made or given for the benefit of a Creditor if that Creditor is resident in Germany (“Inländer”) within the meaning of Section 2 Para. 15 of the German Foreign Trade and Payments Act (“Außenwirtschaftsgesetz” or “AWG”), to the extent that the giving of such representations or the making of such undertakings would result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or (ii) a violation of or conflict with Section 7 of the German Foreign Trade and Payments Regulation (“Außenwirtschaftsverordnung” or “AWV”) (in connection with section 4 paragraph 1 no. 3 AWG);

Provided further that the above undertakings given by the Borrower to a Lender resident in Germany shall be deemed, as regards any such Lender, to be solely restricted to such sanctions laws administered, enacted, imposed or enforced by Germany, the European Union and the United Nations.”;

(j) by waiving the obligation of the Borrower to comply with the covenant set out in clause 8.2.1 (Security shortfall) of the Principal Agreement for the remainder of the Security Period;

(k) by amending clause 8.6.1 of the Principal Agreement to read as follows:

“8.6.1 The Borrower shall ensure that:

(i) at all times while compliance with the Financial Covenants is determined in accordance with clause 8.6.2, its financial condition on a consolidated basis and as evidenced by the most recent semi-annual or, as applicable, annual Accounting Information, shall be such that:

(a) the ratio of Total Liabilities (after deducting all Cash and Cash Equivalents) to Market Value Adjusted Total Assets (after deducting all Cash and Cash Equivalents) shall not exceed 0.75:1;

(b) the ratio of EBITDA over Net Interest Expenses shall be equal to or higher than 2.5:1;

(c) the aggregate amount of all Cash and Cash Equivalents shall not be less than the greater of (i) Thirty Million Dollars ($30,000,000) and (ii) 3% of the Total Debt (for the avoidance of any doubt, the minimum cash amount of the Pledged Deposit to be maintained pursuant to clause 6 of the Ninth Supplemental Agreement, shall be included in the amount set out to in this paragraph (c) of this clause 8.6.1); and

(d) the Market Value Adjusted Net Worth shall at all times exceed Five hundred million Dollars ($500,000,000); and

(ii) at the end of each financial quarter (falling after 30 September 2016) during which dividends have been paid by the Borrower to its shareholders in respect of the preceding financial quarter, the Group (on a consolidated basis) shall maintain cash at hand or in non restricted bank accounts with banks of its choice in an amount of at least Dollars Fifteen  million ($15,000,000) in aggregate; such amount of cash to be maintained at the end of the relevant financial quarter pursuant to this clause and shall be evidenced by the most recent quarterly unaudited consolidated financial statements of the Borrower delivered to the Agent pursuant to clause 8.1.5(i) for the relevant financial quarter and shall be in excess of any amount of Cash and Cash Equivalents to be maintained by the Borrower pursuant to clause 8.6.1(i)(c)) ;

(l) by amending paragraphs (a) and (b) of clause 8.6.2 of the Principal Agreement to read as follows:

“(a) “Accounting Information” means (i) the annual audited consolidated financial statements of the Borrower and its Subsidiaries (including the Owners) (ii) and the interim semi-annual unaudited financial statements of the Borrower and its Subsidiaries (including the Owners), to be provided by the Borrower to the Agent in accordance with clause 8.1.5;

(b) “Accounting Period” means each consecutive period of six (6) months falling during the Security Period for which semi-annual or, as applicable annual Accounting Information is required to be delivered pursuant to clause 8.1.5;

(m) by amending clause 8.6.4 of the Principal Agreement to read as follows:

“8.6.4 Compliance with the undertakings contained in clause 8.6.1(i) shall be determined at the end of each half year of each financial year of the Borrower on the basis of the relevant semi-annual or, as applicable, annual Accounting Information to be provided by the Borrower to the Agent as per clause 8.1.5, testing of such compliance, where applicable, to be done on a 12-month trailing basis”; and

(n) by adding the following sub-clause 13.9 to the Principal Agreement which reads as follows:

"13.9 In order to secure all current, future and/or conditional claims (including statutory) of the Lenders under or in connection with the Loan as well as the validity and the continued existence of the security furnished under the Security Documents the Borrower hereby undertakes, by way of an abstract acknowledgement of debt, to pay the Security Agent an amount equal to the Outstanding Indebtedness (the "Parallel Obligation") by the Borrower under or in connection with the Loan (the "Primary Obligation"). Accordingly, the Security Agent will have its own independent right under the Parallel Obligation to demand discharge of the aforementioned obligations by the Borrower.

The final, irrevocable and not merely temporary payment by the Borrower of its Parallel Obligation to the Security Agent in accordance with this Clause 13.9 shall reduce (in the amount of the relevant payment) the corresponding Primary Obligation and vice versa the final, irrevocable and not merely temporary payment by the Borrower of its Primary Obligation shall reduce (in the amount of the relevant payment) the corresponding Parallel Obligations provided that no Primary Obligation shall be reduced by a discharge of the Parallel Obligation if such discharge of the Parallel Obligation is effected by virtue of any set–off, counterclaim or similar defence invoked by the Borrower vis–à–vis the Security Agent. ".

5.2 Construction.with effect from the date hereof:

(a) all references in the Principal Agreement to:

i. “Corporate Guarantee” and “Corporate Guarantees” shall be deemed to include the “New Corporate Guarantees”, as herein defined;

ii. “General Assignment” and “General Assignments” shall be deemed to include the “New General Assignments”, as herein defined;

iii. “Manager’s Undertaking” and “Manager’s Undertakings” shall be deemed to include the “New Manager’s Undertakings”, as herein defined;

iv. “Mortgage” and “Mortgages” shall be deemed to include the “New Mortgages”, as herein defined;

v. “Owner” and “Owners” shall be deemed to include the “New Corporate Guarantors”, as herein defined;

vi. “Security Party” and “Security Parties” shall be deemed to include the “New Corporate Guarantors”, as herein defined; and

vii. “Ships” and “Ship” shall be deemed to include the “New Ships” and “New Ship”, as defined herein; and

(b) all references to “this Agreement”, “hereunder” and the like in the Principal Agreement and “the Agreement” in the Security Documents shall be construed as references to the Principal Agreement as amended and/or supplemented by this Agreement.

5.3 Meaning of “Security Documents”.  The definition “Security Documents” with effect as from the date hereof shall be deemed to include the Security Documents as amended and/or supplemented in pursuance to the terms hereof as well as the New Security Documents and any document or documents (including if the context requires the Facility Agreement) that may now or hereafter be executed as security for the repayment of the Outstanding Indebtedness payable to the Creditors under the Principal Agreement (as hereby amended) and the Security Documents (as herein defined) as well as for the performance by the Borrower and the other Security Parties of all obligations, covenants and agreements pursuant to the Principal Agreement, this Agreement and/or the Security Documents.

6. Pledged Deposit

6.1 The Borrower hereby undertakes:

(a) on or before the Effective Date to open the Pledged Deposit Account; and

(b) to deposit into the credit of the Pledged Deposit Account and maintain therein from the Effective Date until 30 June 2018the initial amount of the Pledged Deposit (i.e. $20,000,000), which thereafter shall be reduced from time to time, so that the amount remaining deposited is equal to 7.4% of the outstanding amount of the Loan as provided in the Costamare Pledge Agreement.

7. Distributions Assignment

7.1 The Borrower hereby undertakes to execute the Distribution Assignment, pursuant to which any dividends payable to it pursuant to clause 12 of the JV York Agreement upon the occurrence of the Event of Default described in clause 10.1.1 (Non-payment) of the Principal Agreement and whilst such Event of Default is continuing shall be payable to the Agent (on behalf of the Lenders). Any such dividends shall be applied by the Agent towards prepayment of the Loan as provided in clause 4.3.3(a)(ii) of the Principal Agreement. Failure of the Borrower to comply with its obligation and undertaking under this clause 7.1 shall constitute an Event of Default under clause 10.1.3 the Facility Agreement.

8. Appointment of new Agent and new Security Agent

8.1 Appointment. The Creditors hereby appoint HSH as successor Security Agent and successor Agent under the Facility Agreement and the Security Documents in the place of the retiring CBA, such appointment to take effect as from the date of this Agreement and HSH hereby accepts such appointment.

8.2 Discharge of retiring Agent and Security Agent.  CBA in its capacity as the retiring Agent and Security Agent, is hereby discharged from any further obligation under the Security Documents (but shall continue to have the benefit of clause 16 (Arrangers, Agent and Security Agent) of the Principal Agreement (as hereby amended) in respect of any action it has taken or refrained from taking prior to the date hereof) and HSH, as its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to the Principal Agreement in place of CBA (the retiring Agent and Security Agent).

8.3 Construction. With effect from the date of this Agreement, all references in the Facility Agreement and the Security Documents to “the Agent” and the “the Security Agent” shall be construed as references to HSH.

9. Entire agreement and amendment

9.1 Entire Agreement.  The Principal Agreement, the New Security Documents, the other Security Documents, and this Agreement represent the entire agreement among the parties hereto with respect to the subject matter hereof and supersede any prior expressions of intent or understanding with respect to this transaction and may be amended only by an instrument in writing executed by the parties to be bound or burdened thereby.

9.2 Agreement supplementary.  This Agreement is supplementary to and incorporated in the Principal Agreement, all terms and conditions whereof, including, but not limited to, provisions on payments, calculation of interest and Events of Default, shall apply to the performance and interpretation of this Agreement.

10. Continuance of Principal Agreement and the Security Documents

10.1 Save for the alterations to the Principal Agreement made or deemed to be made pursuant to this Agreement and such further modifications (if any) thereto as may be necessary to make the same consistent with the terms of this Agreement the Principal Agreement shall remain in full force and effect and the security constituted by the Security Documents executed by the Borrower and the other Security Parties shall continue and remain valid and enforceable.

11. Continuance and reconfirmationof the Existing Corporate Guarantees

11.1 Each of the Existing Corporate Guarantors hereby respectively confirms that, notwithstanding the variation to the Principal Agreement contained herein, the provisions of each Corporate Guarantee executed by such Existing Corporate Guarantor shall remain in full force and effect as guarantee of the obligations of the Borrower under the Principal Agreement as amended hereby and in respect of all sums due to the Creditors under the Principal Agreement (as so amended) and the Security Documents.

12. Fees and expenses

12.1 Costs and fees.  The Borrower agrees to pay to the Creditors upon demand on a full indemnity basis and from time to time all documented costs, charges and expenses (including legal fees) incurred by the Creditors (or any of them) in connection with the negotiation, preparation, execution and enforcement or attempted enforcement of this Agreement and any document executed pursuant thereto and/or in preserving or protecting or attempting to preserve or protect the security created hereunder and/or under the New Security Documents and/or the other Security Documents.

12.2 Stamp duty etc.  The Borrower and the Corporate Guarantors jointly and severally covenant and agree to pay and discharge all documented stamp duties, registration and recording fees and charges and any other charges whatsoever and wheresoever payable or due in respect of this Agreement and/or any document executed pursuant hereto.

13. Miscellaneous

13.1 Assignment – Notices.  The provisions of Clause 15 (Assignment, Transfer and Lending Office), clause 17.1 (Notices) and clause 17.2 (Notices through the Agent) of the Principal Agreement shall apply to this Agreement as if the same were set out herein in full.

13.2 Counterparts.  This Agreement may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute but one and the same instrument.

14. Governing law and jurisdiction

14.1 Law and Jurisdiction. This Agreement and any non contractual obligations arising out of or connected with it are governed by and shall be construed in accordance with English law and the provisions of clause 18 (Governing Law and Jurisdiction) of the Principal Agreement, as hereby amended, shall extend and apply to this Agreement as if the same were (mutatis mutandis) set out herein in full.

14.2 Third Party rights.  No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not party to this Agreement.

IN WITNESS whereof the parties hereto have caused this Agreement to be duly executed the date first above written.

[Intentionally left blank]

SCHEDULE 1

The Lenders and their Commitments

Name	Address and fax number	Commitment (Term Loan Facility) (US$)
		Loan-Part A	Loan-Part B
Commerzbank Aktiengesellschaft (as legal successor of Deutsche Schiffsbank Aktiengesellschaft)	Lending Office Lübeckertordamm 5, 20099, Hamburg, Federal Republic of Germany Address for Notices Commerzbank Aktiengesellschaft Domstraße 18, 20095, Hamburg, Federal Republic of Germany Fax No.: +49 40 –3683 6468 email: annaisabel.schneider@commerzbank.com Attn: Ms. Anna Isabel Schneider	111,058,440	24,255,912
UniCredit Bank AG (formerly Bayerische Hypo-Und Vereinsbank Aktiengesellschaft)	Lending Office UniCredit Bank AG, Neuer Wall 64, D-20354 Hamburg, Germany Address for Notices UniCredit Bank AG, 7 Heraklitou Street,  106 73  Athens, Greece Fax No.:  +30 210 3640063 e-mail: vassilis.mantzavinos@unicreditgroup.gr Attn: Mr. Vassilis Mantzavinos With copy to: UniCredit Bank AG, Neuer Wall 64, D-20354 Hamburg, Germany Fax No.:  (+49) 40 3692 3060 Attn: The Manager	111,058,440	24,255,912

	Address and fax number	Commitment (Term Loan Facility) (US$)
		Loan-Part A	Loan-Part B
Credit Suisse AG	Lending Office St. Alban-Graben 1, CH-4002 Basel, Switzerland Fax No. : 41 61 266 79 39 e-mail: tobias.angehrn@credit-suisse.com Address for Notices St. Alban-Graben 1, CH-4002 Basel, Switzerland Fax No. : 41 61 266 79 39 Attn: Mr. Tobias Angehrn e-mail: tobias.angehrn@credit-suisse.com	74,038,960	16,170,608
HSH Nordbank AG	Lending Office Gerhart-Hauptmann-Platz 50, 20095 Hamburg, Germany Address for Notices HSH Nordbank AG, Gerhart-Hauptmann-Platz 50, 20095 Hamburg, Germany, Fax No.: +49 40 3333 610895 Attn: Mrs. Stefanie Berger e-mail: Stefanie.berger@hsh-nordbank.com	55,529,220	12,127,956
BNP Paribas S.A. (as legal successor of Fortis Bank S.A./N.V.)	Lending Office 16 rue de Hanovre, ACI: CAT04B1, 75078, Paris, Cedex 02, France, Address for Notices 16 rue de Hanovre, ACI: CAT04b1, 75078, Paris, Cedex 02, France, Fax No.: +33 (0) 1 42 984 355 e-mail: tgmo.shipping@bnpparibas.com Attn: Transportation Group Middle Office	18,509,740	4,042,652
	Total Commitment	370,194,800	80,853,040

SCHEDULE 2

Part-A

Existing Corporate Guarantors

Achilleas Maritime Corporation

Angistri Corporation

Alexia Transport Corp.

Bullow Investments Inc.

Caravokyra Maritime Corporation

Costachille Maritime Corporation

Fanakos Maritime Corporation

Fastsailing Maritime Co.

Flow Shipping Co.

Idris Shipping Co.

Kalamata Shipping Corporation

Leroy Shipping Co.

Marathos Shipping Inc.

Marina Maritime Corporation

Merten Shipping Co.

Miko Shipping Co.

Navarino Maritime Corporation

Takoulis Maritime Corporation

Part-B

New Corporate Guarantors

Lindner Shipping Co.

Spedding Shipping Co.

Timpson Shipping Co.

Valli Shipping Co.

EXECUTION PAGE

THE CREDITORS
SIGNED by	)
Mr. Charalampos Sioufas	)
for and on behalf of	)
COMMERZBANK AKTIENGESELLSCHAFT,	)
(as legal successor of	)
Deutsche Schiffsbank Aktiengesellschaft),	)
as joint Arranger, Security Agent, Swap Bank,	)
Agent and Lender	)	________________________
in the presence of:	)	Attorney-in-fact

Witness:	____________________________
Name:	Lilian Kouleri
Address:	13 Defteras Merarchias Street
	185 35 Piraeus, Greece
Occupation:	Attorney-at-Law

SIGNED by	)
Mrs. Anastasia Kerpinioti and	)
Mr. Nikolaos Tzoumakas	)	________________________
for and on behalf of	)	Attorney-in-fact
UniCredit Bank AG	)
(formerlyBayerische Hypo-Und	)
Vereinsbank Aktiengesellschaft),	)
as joint Arranger, Account Bank,	)
Swap Bank,	)	________________________
and Lender, in the presence of:	)	Attorney-in-fact

Witness:	____________________________
Name:	Lilian Kouleri
Address:	13 Defteras Merarchias Street
	185 35 Piraeus, Greece
Occupation:	Attorney-at-Law

SIGNED by	)
Mr. Charalampos Sioufas	)
for and on behalf of	)
CREDIT SUISSE AG,	)
as Lender	)	__________________________
in the presence of:	)	Attorney-in-fact

Witness:	____________________________
Name:	Lilian Kouleri
Address:	13 Defteras Merarchias Street
	185 35 Piraeus, Greece
Occupation:	Attorney-at-Law

SIGNED by	)
Mr. Charalampos Sioufas	)
for and on behalf of	)
BNP PARIBAS S.A.	)
(as legal successor of Fortis Bank S.A./N.V.),	)
as Lender	)
in the presence of:	)	_________________________
	)	Attorney-in-fact

Witness:	____________________________
Name:	Lilian Kouleri
Address:	13 Defteras Merarchias Street
	185 35 Piraeus, Greece
Occupation:	Attorney-at-Law

SIGNED by	)
Mr. Charalampos Sioufas	)
for and on behalf of	)
HSH NORDBANK AG,	)
as Swap Bank, new Agent and new Security Agent,	)	_________________________
in the presence of:	)	Attorney-in-fact

Witness:	____________________________
Name:	Lilian Kouleri
Address:	13 Defteras Merarchias Street
	185 35 Piraeus, Greece
Occupation:	Attorney-at-Law

THE BORROWER

SIGNED by	)
Mr. Grigorios Zikos	)
for and on behalf of	)
COSTAMARE INC.,	)
as Borrower	)	_________________________
in the presence of:	)	Attorney-in-fact

Witness:	____________________________
Name:	Lilian Kouleri
Address:	13 Defteras Merarchias Street
	185 35 Piraeus, Greece
Occupation:	Attorney-at-Law

THE EXISTING CORPORATE GUARANTORS

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
ACHILLEAS MARITIME CORPORATION,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
ANGISTRI CORPORATION,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
ALEXIA TRANSPORT CORP.,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
BULLOW INVESTMENTS INC.,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
CARAVOKYRA MARITIME CORPORATION,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
COSTACHILLE MARITIME CORPORATION,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
FANAKOS MARITIME CORPORATION,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
FASTSAILING MARITIME CO.,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
FLOW SHIPPING CO.,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
IDRIS SHIPPING CO.,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
KALAMATA SHIPPING CORPORATION,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
LEROY SHIPPING CO.,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
MARATHOS SHIPPING INC.,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
MARINA MARITIME CORPORATION,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
MERTEN SHIPPING CO.,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
MIKO SHIPPING CO.,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
NAVARINO MARITIME CORPORATION,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
TAKOULIS MARITIME CORPORATION,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

Witness to all the above signatures

on behalf of the Corporate Guarantors

Witness:	____________________________
Name:	Lilian Kouleri
Address:	13 Defteras Merarchias Street
	185 35 Piraeus, Greece
Occupation:	Attorney-at-Law

THE NEW CORPORATE GUARANTORS

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
LINDNER SHIPPING CO.,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
SPEDDING SHIPPING CO.,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
TIMPSON SHIPPING CO.,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

SIGNED by Mr. Grigorios Zikos	)
for and on behalf of	)
VALLI SHIPPING CO.,	)	_________________________
of Liberia, in the presence of:	)	Attorney-in-fact

Witness to all the above signatures

on behalf of the Corporate Guarantors

Witness:	____________________________
Name:	Lilian Kouleri
Address:	13 Defteras Merarchias Street
	185 35 Piraeus, Greece
Occupation:	Attorney-at-Law

Schedule 3:

(Form of Costamare Pledge Agreement)