Contract analysis

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Action" means the action captioned 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, New York County, Commercial Division, Part 49. "Agreement" means this Settlement Agreement and Mutual

Section 1.2 Interpretation. In this Agreement, unless the context otherwise requires: (a) Section headings, article headings, and captions are included for convenience of reference only and shall not affect the meaning, construction, or interpretation of any provision of this Agreement. (b) The word "including" and words of similar import, when used in this Agreement, shall mean "including, without limitation," and s

Section 2.1 Settlement. In consideration of the mutual covenants and agreements set forth in this Agreement, the representations and warranties contained herein, the releases granted pursuant to Article 5, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties agree to settle and resolve, fully, finally, and irrevocably, all claims, count

Section 2.2 No Admission of Liability. This Agreement and the settlement contemplated hereby shall not constitute, and shall not be construed as, an admission of liability, fault, wrongdoing, responsibility, or the validity of any claim or defense by any Party. No Party, by entering into this Agreement, concedes the merit or lack of merit of any position asserted in the Action. Neither this Agreement, nor any of its

ARTICLE 3 — SETTLEMENT PAYMENTS

Section 3.1 Payment Schedule. In full and complete settlement of all claims, counterclaims, and disputes between the Parties arising out of or related to the Charter-Party, the Vessel, and the Action, the TSL Parties shall pay to Northwind an aggregate amount of Seven Million Eight Hundred Fifty Thousand United States Dollars ($7,850,000) (the "Settlement Amount"), payable in three (3) installments as follows: (a) Fi

Section 3.2 Escrow Arrangements. All payments made pursuant to Section 3.1 shall be effected by wire transfer of immediately available United States Dollars to the Escrow Account (Account No. ESC-2024-NYK-08831) maintained by Atlantic Fiduciary Trust Company at 60 Wall Street, Suite 2800, New York, NY 10005. The wire transfer instructions for the Escrow Account are set forth in Exhibit D attached hereto. The release

Section 3.3 Funding Sources. The Settlement Amount shall be funded from the following sources: (a) TSL Corporate Funds. TSL corporate funds in the aggregate amount of Five Million Three Hundred Fifty Thousand United States Dollars ($5,350,000). (b) P&I Contribution. A contribution from Oceanus Mutual Protection & Indemnity Club in the aggregate amount of Two Million Five Hundred Thousand United States Dollars ($2,500

Section 3.4 TSL Counterclaim Waiver. As an integral part of the settlement contemplated by this Agreement, and in consideration of the mutual covenants set forth herein, the TSL Parties hereby irrevocably waive, release, and abandon the TSL Counterclaim for One Million Six Hundred Twenty Thousand United States Dollars ($1,620,000) in unpaid hire for the period October 1 through December 31, 2022, as asserted in the V

Section 3.5 Tax Treatment. Each Party shall be solely responsible for the payment of any and all taxes, duties, levies, assessments, and other governmental charges (including, without limitation, income taxes, value-added taxes, withholding taxes, and any penalties or interest thereon) arising from or attributable to the receipt or payment of any portion of the Settlement Amount by such Party. Neither Party makes any

ARTICLE 4 — WITHDRAWAL OF PENDING MOTIONS AND DISCONTINUANCE

Section 4.1 Withdrawal of Pending Motions. Within five (5) business days of the Effective Date, counsel for the Parties shall jointly prepare, execute, and file with the Court a stipulation withdrawing with prejudice the TSL Parties' Motion for Partial Summary Judgment filed September 20, 2024, together with all other pending motions, applications, and requests for relief in the Action. Such stipulation shall be subm

Section 4.2 Notification to Court. Promptly following the execution of this Agreement, and in any event within three (3) business days of the Effective Date, counsel for the Parties shall jointly notify the Court, by letter or such other communication as is appropriate and customary, that the Action has been settled in its entirety and shall request that the oral argument currently scheduled for December 6, 2024, and

Section 4.3 Stipulation of discontinuance. Within ten (10) business days following receipt by Northwind of the Third Payment and the release of such payment from escrow in accordance with the Escrow Agreement (i.e., following the Final Payment Date), counsel for the Parties shall jointly prepare, execute, and file with the Court a Stipulation of discontinuance with Prejudice discontinuing the Action, including all cl

Section 4.4 Retention of Jurisdiction. Substantially contemporaneously with the filing of the stipulation withdrawing pending motions pursuant to Section 4.1, counsel for the Parties shall jointly prepare, execute, and submit to the Court a Stipulation and Order Retaining Jurisdiction (the "Stipulation and Order"), which shall provide that the Court retains jurisdiction over the Action and the Parties for a period of

ARTICLE 5 — MUTUAL GENERAL RELEASE

Section 5.1 Release by Northwind. Effective as of the Effective Date, Northwind, on behalf of itself and its past, present, and future parents, subsidiaries, affiliates, officers, directors, shareholders, members, partners, employees, agents, representatives, attorneys, insurers, lenders, successors, assigns, heirs, and executors (collectively, the "Northwind Releasing Parties"), hereby fully, finally, unconditionall

Section 5.2 Release by TSL Parties. Effective as of the Effective Date, the TSL Parties, on behalf of themselves and each of their respective past, present, and future parents, subsidiaries, affiliates, officers, directors, shareholders, members, partners, employees, agents, representatives, attorneys, insurers, lenders, successors, assigns, heirs, and executors (collectively, the "TSL Releasing Parties"), hereby ful

Section 5.3 Scope of Release. The releases set forth in Sections 5.1 and 5.2 are intended to be broadly construed and shall expressly extend to, and encompass, all claims, demands, and causes of action of whatever kind or nature arising under contract, tort (including, without limitation, negligence, gross negligence, and fraud), statute, admiralty, general maritime law, federal law, state law, foreign law, or any ot

Section 5.4 Waiver of Unknown Claims. Each Party, on behalf of itself and its respective Releasing Parties, expressly and knowingly waives any and all rights and benefits conferred by any statute, rule, principle of law, or doctrine providing that a release does not extend to claims that a releasing party does not know or suspect to exist in its favor at the time of executing the release, which if known by such party

Section 5.5 Covenant Not to Sue. Each Party, on behalf of itself and its respective Releasing Parties, covenants and agrees that it will not commence, institute, maintain, prosecute, participate in, or voluntarily aid or assist in any action, suit, claim, proceeding, or investigation of any kind, at law or in equity, in admiralty, in any court, tribunal, or administrative body, or in any other forum, against any Rele

Section 5.6 Preservation of Rights Against Non-Parties. Nothing in this Agreement shall be construed or interpreted to release, impair, diminish, or otherwise affect any claims, rights, or causes of action that the TSL Parties or any of the TSL Releasing Parties may have against any person or entity other than the Northwind Released Parties, or any claims, rights, or causes of action that Northwind or any of the Nort

ARTICLE 6 — DISCOVERY MATERIALS

Section 6.1 Return or Destruction of discovery Materials. Within sixty (60) calendar days following the Final Payment Date, each Party shall return to the producing Party, or destroy, all documents, electronically stored information ("ESI"), deposition transcripts, expert reports, and tangible things produced by the other Party or Parties in connection with the Action, including all copies, duplicates, summaries, abs

Section 6.2 Exceptions. Notwithstanding the obligations set forth in Section 6.1, each Party may retain the following materials: (a) One (1) archival copy of all discovery materials, including documents, ESI, deposition transcripts, and expert reports, to be maintained by such Party's outside counsel solely for the purposes of (i) enforcement of the terms of this Agreement or defense against any claim that may be bro

Section 6.3 E-discovery Vendor. The TSL Parties shall, within ten (10) business days following the Final Payment Date, direct their e-discovery vendor, Lighthouse Data Analytics Inc., to return to Northwind or destroy all copies, images, databases, and reproductions of Northwind's document production materials in the possession, custody, or control of Lighthouse Data Analytics Inc. The TSL Parties shall provide North

ARTICLE 7 — DEFAULT AND REMEDIES

Section 7.1 Event of Default. An "Event of Default" shall mean the occurrence of any of the following: (a) Payment Default. The failure of the TSL Parties to deposit any payment required under Section 3.1 into the Escrow Account in immediately available funds within five (5) business days after the applicable due date for such payment as specified in Section 3.1 (each such failure, a "Payment Default"); or (b) Non-Pa

Section 7.2 Remedies Upon Default. (a) Payment Default. Upon the occurrence of a Payment Default under Section 7.1(a), Northwind shall be entitled, in addition to all other remedies available at law, in equity, or in admiralty, to the following remedies: (i) Acceleration. To accelerate the entire unpaid balance of the Settlement Amount, which unpaid balance shall become immediately due and payable in full without fur

Section 7.3 Consent Judgment. (a) Contemporaneously with the execution of this Agreement, the TSL Parties shall execute a proposed Consent Judgment in favor of Northwind, substantially in the form attached hereto as Exhibit C, in the amount of the unpaid balance of the Settlement Amount, together with accrued interest at the rate of nine percent (9%) per annum (the New York statutory rate) computed from the date of a

Section 7.4 Attorneys' Fees and Costs. In any action, suit, or proceeding commenced by any Party to enforce the terms, provisions, or conditions of this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party or Parties its reasonable attorneys' fees, costs, and disbursements incurred in connection with such enforcement action, in addition to any other relief to which such prevailin

Section 8.1 Confidentiality Obligations. The Parties agree that the existence and terms of this Agreement, including, without limitation, the Settlement Amount, the payment schedule set forth in Section 3.1, the funding sources described in Section 3.3, the negotiation history of this Agreement, all communications and proposals exchanged during the course of settlement discussions, and all mediation communications ma

Section 8.2 Permitted Disclosures. Notwithstanding the confidentiality obligations set forth in Section 8.1, any Party may disclose Confidential Information under the following circumstances: (a) Officers, Directors, Employees, and Agents. To its officers, directors, employees, and agents who have a bona fide need to know such Confidential Information in connection with the performance of their duties, provided that

Section 8.3 Public Statements. Neither Party shall issue, authorize, or cause to be issued any press release, public statement, social media post, investor communication, or other public disclosure or communication regarding the settlement, this Agreement, or the terms hereof, without the prior written consent of all other Parties, which consent may be withheld in such Party's sole and absolute discretion. In the eve

Section 8.4 Mediation Communications. All communications, offers, proposals, counterproposals, statements, admissions, documents, and other materials made, exchanged, prepared, or submitted during or in connection with the mediation conducted on October 28–29, 2024, before Hon. Gerald K. Fitzpatrick (Ret.) at Bayside Dispute Resolution Services LLC, shall remain strictly confidential and privileged in accordance with

Section 8.5 Remedies for Breach of Confidentiality. Each Party acknowledges and agrees that a breach of the confidentiality provisions of this Article 8 would cause irreparable harm and injury to the non-breaching Party or Parties that could not be adequately compensated by monetary damages alone. Accordingly, in the event of any actual or threatened breach of this Article 8, the non-breaching Party shall be entitled

ARTICLE 9 — REPRESENTATIONS AND WARRANTIES

Section 9.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to each other Party, as of the date of this Agreement and as of the Effective Date, as follows: (a) Authority. Such Party is a legal entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization. Such Party has full power, capacity, and authority to enter into this Agreement,

Section 9.2 Additional Representations by TSL Parties. (a) TSL represents and warrants that it has obtained, or will obtain prior to the Effective Date, all necessary corporate approvals required under the laws of the Hellenic Republic and its constitutive documents (including its Articles of Association and any applicable internal regulations), including any required board of directors resolutions, for the execution

Section 9.3 Additional Representations by Northwind. Northwind represents and warrants that it has obtained, or will obtain prior to the Effective Date, all necessary corporate approvals required under the laws of the Republic of the marshall Islands and its constitutive documents (including its Articles of Incorporation and Bylaws) for the execution, delivery, and performance of this Agreement. Northwind confirms th

ARTICLE 10 — LENDER AND INSURER NOTIFICATIONS

Section 10.1 Lender Notification. TSL shall provide written notification to Meridian Capital Bank AG of the execution of this Agreement and the settlement of the Action within five (5) business days of the Effective Date, in accordance with the requirements of Section 8.14 of the Credit Agreement dated April 1, 2019. Such notification shall be sent to Meridian Capital Bank AG at the following address: Ballindamm 40,

Section 10.2 P&I Club Notification and Approval. TSL shall provide a complete copy of this Agreement, together with such additional documentation as may be reasonably requested, to Oceanus Mutual Protection & Indemnity Club (Policy No. OCE-P&I-2020-TSL-0047) for review and consideration by the Oceanus P&I Club Board of Directors in connection with the approval of the P&I Contribution of Two Million Five Hundred Thous