Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Escrow Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Settlement Agreement. 1.1 "Action" means Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, Supreme Court of the State of New York,

ARTICLE 2 — ESTABLISHMENT OF ESCROW; DEPOSITS 2.1 Establishment of Escrow Account. Promptly following the execution of this Escrow Agreement and in any event no later than three (3) Business Days following the Effective Date, the Escrow Agent shall establish and maintain a segregated, interest-bearing escrow account, designated as Escrow Account No. ESC-2024-NYK-08831, at its offices at 60 Wall Street, Suite 2800, Ne

ARTICLE 3 — DISBURSEMENT OF ESCROW FUNDS 3.1 Disbursement Upon Joint Written Instructions. The Escrow Agent shall disburse Escrow Funds (including any accrued interest thereon) solely upon receipt of Joint Written Instructions signed by authorized representatives of both TSL (or Calderwood & Harkness LLP on its behalf) and Northwind (or Hargrove, Delacroix & Stern LLP on its behalf). Each set of Joint Written Instruc

ARTICLE 4 — INVESTMENT OF ESCROW FUNDS 4.1 Investment Direction. Unless otherwise directed by Joint Written Instructions, the Escrow Agent shall invest and reinvest the Escrow Funds, pending disbursement, in one or more of the following categories of investments: (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, having mat

ARTICLE 5 — ESCROW AGENT PROVISIONS 5.1 Duties and Responsibilities. The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Escrow Agreement and shall have no duty to perform any other acts or obligations. The Escrow Agent acts solely as a stakeholder and depository hereunder and is not a party to, and is not bound by, the Settlement Agreement or any other agreement between TSL and

ARTICLE 6 — LIMITATION OF LIABILITY 6.1 Standard of Care. The Escrow Agent shall not be liable for any act or omission in connection with this Escrow Agreement or the Escrow Funds, except for losses directly resulting from the Escrow Agent's own gross negligence, willful misconduct, or fraud, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the

ARTICLE 7 — INDEMNIFICATION 7.1 Indemnification of Escrow Agent. TSL and Northwind, jointly and severally, shall indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, agents, successors, and assigns (collectively, the "Escrow Agent Indemnitees") from and against any and all losses, liabilities, claims, actions, suits, proceedings, demands, damages, costs, charges, and expenses

ARTICLE 8 — REPRESENTATIONS AND WARRANTIES 8.1 Representations and Warranties of TSL. TSL hereby represents and warrants to Northwind and to the Escrow Agent as follows: (a) TSL is a Société Anonyme duly organized, validly existing, and in good standing under the laws of the Hellenic Republic. (b) TSL has full corporate power and authority to execute and deliver this Escrow Agreement and to perform its obligations he

ARTICLE 9 — NOTICES 9.1 General Notice Provisions. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Escrow Agreement shall be in writing and shall be delivered by hand delivery, by nationally recognized overnight courier service (such as Sundial Data Systems, Halcyon Partners LLC, or Tarrant & Co.), or by electronic mail (with confirmation o

ARTICLE 10 — GENERAL PROVISIONS 10.1 Governing Law. This Escrow Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

1. Amount to be Disbursed: $____

3. Wire Transfer Instructions for Payee: Bank Name: ________ Bank Address: ______ Account Name: ______ Account Number: ______ ABA Routing Number: ______ SWIFT Code: ______ Reference: ________

4. Requested Date of Disbursement: ____

5. Additional Instructions (if any): ________ The undersigned confirm that this Joint Written Instruction is being delivered in accordance with the terms of the Escrow Agreement and that each signatory below is duly authorized to execute and deliver these instructions on behalf of the applicable Party. THALASSA SHIPPING & LOGISTICS SA (or Calderwood & Harkness LLP, on its behalf) By: ________ Name: ________ Title: __