Contract analysis

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

ARTICLE 2 — SETTLEMENT AMOUNT AND PAYMENT SCHEDULE 2.1 Settlement Amount. In full and final settlement of all claims and counterclaims asserted or that could have been asserted in the Action, and all other Released Claims as defined herein, the Thalassa Parties shall pay, or cause to be paid, to Northwind the aggregate Settlement Amount of Seven Million Eight Hundred Fifty Thousand United States Dollars ($7,850,000),

ARTICLE 3 — WAIVER OF COUNTERCLAIM 3.1 Release of Counterclaim. Contemporaneously with the execution of this Agreement and as part of the consideration for the mutual release set forth in Article 4 and the payment of the Settlement Amount, the Thalassa Parties hereby irrevocably waive, release, and forever discharge all claims asserted in the Counterclaim, including, without limitation, the claim for One Million Six

ARTICLE 4 — MUTUAL GENERAL RELEASE 4.1 Release by Northwind. Effective upon the Effective Date and subject to receipt of the Settlement Amount in full in accordance with Article 2, Northwind, for itself and on behalf of its parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, members, managers, shareholders, employees, agents, attorneys, accountants, advisors, consultants, and re

ARTICLE 5 — CONFIDENTIALITY 5.1 Confidentiality Obligation. The Parties agree that the terms and conditions of this Agreement, the Settlement Amount, the payment schedule, the mediation proceedings and submissions, and all negotiations, communications, and discussions leading to this Agreement (collectively, "Confidential Information") shall be kept strictly confidential and shall not be disclosed to any third party,

ARTICLE 6 — DISCONTINUANCE AND WITHDRAWAL OF MOTIONS 6.1 Withdrawal of Pending Motions. Within five (5) business days of the Effective Date, the Parties shall execute and cause to be filed with the Court an agreed stipulation withdrawing with prejudice all pending motions in the Action, including, without limitation, the Thalassa Parties' Motion for Partial Summary Judgment on Counts I and III, filed on September 20,

ARTICLE 7 — DEFAULT AND CONSENT JUDGMENT 7.1 Timely Payment Required. The Parties expressly acknowledge and agree that time is of the essence with respect to each installment of the Settlement Amount due under Section 2.1. The failure to make any installment payment on or before its due date shall constitute a material breach of this Agreement, subject to the Cure Period set forth in Section 7.2. 7.2 Payment Default.

ARTICLE 8 — REPRESENTATIONS AND WARRANTIES 8.1 Authority — Thalassa Parties. Each of the Thalassa Parties represents and warrants to Northwind as follows: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has the full corporate power and authority to enter into this Agreement and to perform all of its obligations hereunder; (b) the execution, deliv

ARTICLE 9 — LENDER AND INSURER NOTIFICATIONS 9.1 Lender Notification. Within five (5) business days of the Effective Date, Thalassa shall notify Meridian Capital Bank AG, in writing, of the execution of this Agreement and the settlement of the Action in the aggregate amount of Seven Million Eight Hundred Fifty Thousand United States Dollars ($7,850,000), as required pursuant to Section 8.14 of the Credit Agreement da

ARTICLE 10 — NO ADMISSION OF LIABILITY 10.1 This Agreement is entered into solely for the purpose of compromising and settling disputed claims and counterclaims between the Parties, and to avoid the expense, burden, inconvenience, and uncertainty of further litigation. Nothing contained in this Agreement, the negotiation of this Agreement, the payment of the Settlement Amount, the waiver of the Counterclaim, or the e

ARTICLE 11 — RETURN AND DESTRUCTION OF DISCOVERY MATERIALS 11.1 Return or Destruction. Within sixty (60) calendar days of the Final Payment Date, each Party shall return to the producing Party, or destroy, all documents, materials, data, and information (including all copies, summaries, abstracts, notes, and compilations thereof, whether in paper, electronic, or any other form) obtained from any other Party or any no

ARTICLE 12 — MISCELLANEOUS PROVISIONS 12.1 Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without regard to its conflict of laws principles or any choice of law rules that would cause the application of the laws of any other jurisdiction. 12.2 Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally consents and submit

ARTICLE 13 — EXHIBITS The following Exhibits are annexed hereto and incorporated by reference as if fully set forth herein: Exhibit A: Escrow Agreement (Execution Version) dated November 20, 2024, among Thalassa Shipping & Logistics SA, Aegean Fortuna Shipholding Ltd., Northwind Maritime Corporation, and Atlantic Fiduciary Trust Company, governing Escrow Account No. ESC-2024-NYK-08831. Exhibit B: Stipulation and Orde