Contract analysis

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: (a) "Authorized Representative" means (i) with respect to the TSL Parties, either Markos Theodorakis, General Counsel of TSL, or Alexandros Stavridis, Chairman and Chief Executive Officer of TSL; (ii) with respect to Northwind, either Richard Hartnett, General Counsel of Northwind, or Viktor Lindgren, Pr

Section 1.2 Interpretation. In this Agreement, unless the context otherwise requires: (a) References to "Articles," "Sections," and "Exhibits" are references to Articles, Sections, and Exhibits of and to this Agreement. (b) The headings of Articles and Sections are inserted for convenience of reference only and shall not affect the interpretation or construction of any provision of this Agreement. (c) Words importing

ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSITS

Section 2.1 Escrow Account. The Escrow Agent has established and shall maintain the Escrow Account (Account No. ESC-2024-NYK-08831) at Atlantic Fiduciary Trust Company, 60 Wall Street, Suite 2800, New York, NY 10005, as a segregated, interest-bearing account held for the benefit of the Parties in accordance with the terms and conditions of this Agreement. The Escrow Agent shall maintain the Escrow Account separate an

Section 2.2 Deposit Schedule. The TSL Parties shall deposit, or cause to be deposited, the following amounts into the Escrow Account by wire transfer of immediately available United States dollars in accordance with the wire transfer instructions set forth in Exhibit A hereto, on or before the dates specified below: (a) First Deposit: Four Million Dollars ($4,000,000), to be deposited no later than the date that is t

Section 2.3 Source of Funds. Deposits may be made from any source available to the TSL Parties, and the Escrow Agent shall not be responsible for, and shall have no obligation to determine, verify, or inquire into, the source of any funds deposited into the Escrow Account. The Parties acknowledge that the Total Settlement Amount is expected to be funded from the following sources: (i) TSL corporate funds in the amoun

Section 2.4 Confirmation of Deposits. The Escrow Agent shall promptly confirm receipt of each deposit in writing (which may be by email) to the Authorized Representatives of each Party within one (1) Business Day following the Escrow Agent's receipt of such deposit. Each such confirmation shall specify the amount received, the date of receipt, and the cumulative balance of the Escrow Account (including any accrued in

Section 2.5 Wire Transfer Instructions. The wire transfer instructions for deposits into the Escrow Account are set forth in Exhibit A attached hereto and incorporated herein by reference. The TSL Parties shall include the following reference on all wire transfers: "TSL-Northwind Settlement Escrow / Index No. 655421/2023." The Escrow Agent shall not be responsible for delays in the receipt of funds caused by errors i

ARTICLE III — INVESTMENT OF ESCROW FUNDS

Section 3.1 Investment. The Escrow Agent shall invest and reinvest the Escrow Funds, to the extent practicable, in one or more of the following permitted investments, as directed by Joint Written Instructions or, absent such instructions, as determined by the Escrow Agent in its reasonable discretion: (a) Direct obligations of the United States of America, or obligations the principal of and interest on which are unc

Section 3.2 Income. All interest, dividends, and other income earned on the investment of the Escrow Funds (collectively, "Investment Income") shall be credited to and become part of the Escrow Funds and shall be held, invested, and disbursed by the Escrow Agent in accordance with the terms of this Agreement, including Article IV. Investment Income shall be allocated and disbursed to Northwind together with the princ

Section 3.3 Tax Reporting. For United States federal, state, and local income tax purposes, all interest and other income earned on the Escrow Funds shall be treated as income of Northwind Maritime Corporation (the Beneficiary), and the Escrow Agent shall report such income accordingly. Northwind shall provide the Escrow Agent with a completed and duly executed Internal Revenue Service Form W-9 (Request for Taxpayer

ARTICLE IV — DISBURSEMENT OF ESCROW FUNDS

Section 4.1 Release to Northwind. Upon receipt of each deposit into the Escrow Account in accordance with Section 2.2, the Escrow Agent shall release and disburse such deposited funds, together with any accrued Investment Income attributable thereto, to Northwind within two (2) Business Days of receipt of such deposit, provided that the Escrow Agent has received Joint Written Instructions (substantially in the form o

Section 4.2 Disputed Disbursements. If, at any time prior to the release of Escrow Funds pursuant to Section 4.1, the Escrow Agent receives conflicting instructions from the Parties, or if the TSL Parties deliver a written objection to a proposed release to the Escrow Agent within the five (5) Business Day period described in Section 4.1, the Escrow Agent shall hold the disputed Escrow Funds in the Escrow Account wit

Section 4.3 Release Upon Final Payment. Upon the deposit and release of the Third Deposit and all accrued Investment Income, and upon the Escrow Agent's confirmation that all Escrow Funds have been fully disbursed in accordance with this Agreement, the Escrow Agent shall provide a final written accounting to all Parties detailing all deposits received, Investment Income earned, disbursements made, and fees charged, a

Section 4.4 Wire Transfer Instructions for Disbursement to Northwind. All disbursements to Northwind shall be made by wire transfer of immediately available United States dollars to the account designated by Northwind in the wire transfer instructions set forth in Exhibit B attached hereto and incorporated herein by reference. Northwind may change the designated account for the receipt of disbursements by providing t

Section 4.5 No Setoff. The Escrow Agent shall not honor any instruction, claim, or demand from any Party, or from any third party, to setoff, deduct, withhold, or otherwise reduce any portion of the Escrow Funds, except as expressly provided in this Agreement or as directed by a final, non-appealable order or judgment of a court of competent jurisdiction. For the avoidance of doubt, the TSL Parties shall not be entit

ARTICLE V — DUTIES, RIGHTS, AND OBLIGATIONS OF THE ESCROW AGENT

Section 5.1 Standard of Care. The Escrow Agent undertakes to hold, safeguard, and disburse the Escrow Funds solely in accordance with the terms and conditions of this Agreement. The Escrow Agent shall act in good faith and shall exercise reasonable care consistent with the standards applicable to professional escrow agents in the performance of its duties hereunder. The Escrow Agent shall have no duties or obligation

Section 5.2 Reliance. The Escrow Agent shall be entitled to rely, and shall be fully protected in relying, upon: (a) any written notice, instruction, request, certificate, direction, consent, or other document or communication believed by it in good faith to be genuine and to have been duly signed, executed, or presented by the proper person or persons; (b) the advice of legal counsel (including counsel to any Party

Section 5.3 No Duty to Investigate. The Escrow Agent shall have no duty to investigate, verify, or confirm the authority, genuineness, completeness, or correctness of any document, instruction, notice, certification, or other communication received by it. The Escrow Agent shall have no duty to determine or inquire into the merits, terms, or provisions of any dispute between the TSL Parties and Northwind, or the enfor

Section 5.4 Limitation of Liability. The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith, except to the extent that a final, non-appealable judgment of a court of competent jurisdiction determines that the Escrow Agent's gross negligence or willful misconduct was the proximate cause of any loss to a Party. In no event shall the Escrow Agent be liable for any indirect,

Section 5.5 Indemnification. The TSL Parties and Northwind shall jointly and severally indemnify, defend, and hold harmless the Escrow Agent and its directors, officers, employees, agents, and representatives (each, an "Indemnified Person") from and against any and all losses, liabilities, damages, penalties, judgments, claims, costs, and expenses (including reasonable attorneys' fees, court costs, and expenses of in

Section 5.6 Compensation. The Escrow Agent shall be entitled to reasonable compensation for its services hereunder as set forth in the fee schedule attached hereto as Exhibit C and incorporated herein by reference. Such fees shall be borne equally by the TSL Parties (fifty percent (50%)) and Northwind (fifty percent (50%)), and shall be invoiced separately to each Party in accordance with Exhibit C. The fees of the E

Section 5.7 Successor Escrow Agent. The Escrow Agent may resign at any time upon not less than thirty (30) days' prior written notice to the TSL Parties and Northwind. Upon receipt of such notice of resignation, the TSL Parties and Northwind shall jointly appoint a successor escrow agent within such thirty (30) day period. If the TSL Parties and Northwind are unable to agree upon a successor escrow agent within such

Section 5.8 Primary Contact. Martin Schreiber, Vice President, Escrow Services, Atlantic Fiduciary Trust Company, shall serve as the primary point of contact for all matters arising under this Agreement. In the absence or unavailability of Mr. Schreiber, the Escrow Agent shall designate a substitute contact person and promptly notify the Parties of such designation in writing. All notices, instructions, and communica

ARTICLE VI — DEFAULT; CONSENT JUDGMENT

Section 6.1 Default by TSL Parties. A "Default" shall occur if any deposit required under Section 2.2 is not made in full in immediately available funds and credited to the Escrow Account within the applicable time period specified therein, subject to a cure period of five (5) Business Days after written notice of such failure is delivered by the Escrow Agent or Northwind to the TSL Parties in accordance with Section

Section 6.2 Notice of Default. Upon the occurrence of a Default that is not cured within the five (5) Business Day cure period set forth in Section 6.1, the Escrow Agent shall, upon receipt of written notice from Northwind's Authorized Representative confirming the occurrence of such Default (which notice shall include a certification that the Default has not been cured), disburse any and all Escrow Funds then held i

Section 6.3 Consent Judgment. Upon the occurrence of any Default that is not cured within the applicable cure period, Northwind shall have the right, in addition to and not in limitation of any other remedies available to it at law or in equity, to cause the entry of a consent judgment (the "Consent Judgment") in the Supreme Court of the State of New York, New York County, Commercial Division, in the amount of the un

Section 6.4 No Waiver. The disbursement of any Escrow Funds to Northwind upon the occurrence of a Default, whether pursuant to this Article VI or otherwise, shall not constitute a waiver by Northwind of any rights, claims, or remedies under the Settlement Agreement, this Agreement, or applicable law, including, without limitation, the right to cause the entry of the Consent Judgment for the full unpaid balance of the

ARTICLE VII — DISPUTE RESOLUTION

Section 7.1 Conflicting Instructions. In the event that the Escrow Agent receives conflicting instructions from the Parties, or in the event that any dispute or disagreement arises between the TSL Parties and Northwind (or any of them) regarding the Escrow Funds or the Escrow Agent's duties or obligations hereunder, the Escrow Agent shall be entitled, in its sole and absolute discretion, to take either or both of the

Section 7.2 Interpleader. The Escrow Agent shall be entitled, at any time and in its sole discretion, to file an action in the nature of interpleader in the Supreme Court of the State of New York, New York County, or in any other court of competent jurisdiction, for the purpose of having the respective rights and obligations of the Parties adjudicated, and the Escrow Agent shall thereupon be fully released and discha

Section 7.3 Jurisdiction. The Parties acknowledge and agree that, pursuant to the Stipulation and Order Retaining Jurisdiction to Enforce Settlement entered into by the Parties and approved by the Honorable Lorraine K. Chen, J.S.C., in connection with the Action (Index No. 655421/2023), the Supreme Court of the State of New York, New York County, Commercial Division, has retained jurisdiction for a period of one hund

Section 8.1 Notices. All notices, instructions, requests, consents, demands, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally to the recipient; (b) one (1) Business Day after deposit with a nationally recognized overnight courier service (with tracking and written confirmation of delivery requ

ARTICLE IX — TERM AND TERMINATION

Section 9.1 Term. This Agreement shall become effective upon execution and delivery hereof by all Parties and shall remain in full force and effect until the earlier of: (a) the date on which all Escrow Funds (including all accrued Investment Income) have been fully disbursed in accordance with the terms of this Agreement and a final accounting has been provided by the Escrow Agent pursuant to Section 9.2; or (b) the

Section 9.2 Final Accounting. Upon the termination of this Agreement, whether pursuant to Section 9.1(a) or Section 9.1(b), the Escrow Agent shall prepare and deliver to all Parties a final written accounting of all transactions relating to the Escrow Account, including a detailed statement of (i) all deposits received and the dates thereof, (ii) all Investment Income earned and credited to the Escrow Account, (iii)

Section 9.3 Survival. Notwithstanding the termination of this Agreement, the provisions of Section 5.4 (Limitation of Liability), Section 5.5 (Indemnification), Article VII (Dispute Resolution), and this Section 9.3 shall survive the termination of this Agreement and shall continue in full force and effect with respect to any Losses, claims, disputes, or proceedings arising out of or relating to events occurring prio

ARTICLE X — REPRESENTATIONS AND WARRANTIES

Section 10.1 TSL Parties' Representations and Warranties. Each of the TSL Parties hereby represents and warrants to Northwind and the Escrow Agent, as of the date hereof, as follows: (a) Organization and Good Standing. TSL is a Société Anonyme duly organized, validly existing, and in good standing under the laws of the Hellenic Republic, with full corporate power and authority to own its properties and to conduct its

Section 10.2 Northwind's Representations and Warranties. Northwind hereby represents and warrants to the TSL Parties and the Escrow Agent, as of the date hereof, as follows: (a) Organization and Good Standing. Northwind is a corporation duly organized, validly existing, and in good standing under the laws of the Republic of the marshall Islands (Entity No. MI-94827), with full corporate power and authority to own its

Section 10.3 Escrow Agent's Representations and Warranties. Atlantic Fiduciary Trust Company hereby represents and warrants to the TSL Parties and Northwind, as of the date hereof, as follows: (a) Organization and Good Standing. Atlantic Fiduciary Trust Company is a trust company duly organized and validly existing under the laws of the State of New York, with full power and authority to act as a fiduciary and to per

Section 11.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the 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.

Section 11.2 Jurisdiction and Venue. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York, New York County, and any appellate court therefrom, for any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Parties hereby irrevocably waives, to the fullest ext

Section 11.3 Entire Agreement. This Agreement, together with the Settlement Agreement and the Exhibits attached hereto (Exhibits A, B, C, and D), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating thereto. No representation, warranty, promi

Section 11.4 Amendments. This Agreement may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by all Parties hereto. No oral agreement, course of dealing, or course of performance shall be effective to amend, modify, or supplement any provision of this Agreement.

Section 11.5 Waiver. No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or

Section 11.6 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. No Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of all other Parties hereto, and any purported assignment or transfer in violation of this Section 11.6 shall b

Section 11.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The Parties shall negoti

Section 11.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, electronic mail (including a PDF or any electronic signature complying with the federal ESIGN Act of 2000 or the New York E

Section 11.9 Confidentiality. The terms and conditions of this Agreement, including the amounts deposited in or held in the Escrow Account and the timing and amounts of any disbursements, shall be treated as strictly confidential by all Parties and shall not be disclosed to any third party without the prior written consent of all other Parties, except as follows and consistent with the confidentiality provisions set

Section 11.10 Relationship of Parties. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, employment, or fiduciary relationship between or among the TSL Parties and Northwind, or between any Party and any other Party, except that the Escrow Agent shall hold the Escrow Funds in a fiduciary capacity in accordance with the terms and conditions of this Agreement. No Party shall

Section 11.11 No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement. Without limiting the genera