Contract analysis

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

Section 1.2 — Rules of Construction Unless the context of this Agreement otherwise requires: (a) references to "Articles," "Sections," "Exhibits," and "Schedules" are to Articles, Sections, Exhibits, and Schedules of and to this Agreement; (b) the headings and captions of the Articles, Sections, and Exhibits are inserted for convenience of reference only and shall not affect the interpretation or construction of this

ARTICLE 2 — SETTLEMENT PAYMENTS

Section 2.1 — Payment Amounts and Schedule In full and final settlement of all Released Claims and in consideration of the mutual covenants, agreements, and releases set forth herein, the Thalassa Parties shall pay to Northwind the total Settlement Amount of seven million eight hundred fifty thousand dollars ($7,850,000) in three (3) installment payments as follows: (a) First Settlement Payment. The sum of four milli

Section 2.2 — Escrow Deposit and Release Mechanics All Settlement Payments shall be deposited by wire transfer of immediately available funds in United States dollars into the Escrow Account (Account No. ESC-2024-NYK-08831) maintained at Atlantic Fiduciary Trust Company, 60 Wall Street, Suite 2800, New York, NY 10005 (Contact: Martin Schreiber, Vice President, Escrow Services). The wire transfer instructions for depo

Section 2.3 — Funding Sources The Thalassa Parties' obligation to deposit the full Settlement Amount into the Escrow Account in accordance with Section 2.1 is unconditional and shall not be contingent upon or subject to the receipt of funds from any particular source, including any insurer, protection and indemnity club, or third party. The failure or refusal of any insurer or other third party to contribute funds to

Section 2.4 — Late Payment; Interest If any Settlement Payment is not deposited into the Escrow Account by the applicable due date specified in Section 2.1, the Thalassa Parties shall have a grace period of five (5) business days following such due date (the "Grace Period") before an Event of Default is deemed to have occurred under Section 7.1(a). Notwithstanding the foregoing, the Grace Period does not excuse or ex

Section 2.5 — Tax Treatment Each Party shall be solely responsible for its own tax obligations arising from or relating to the receipt, payment, or other treatment of the Settlement Amount, and neither Party makes any representation or warranty to any other Party regarding the tax consequences of this Agreement or the Settlement Amount. The Thalassa Parties shall not be required to withhold any amounts from the Settl

Section 2.6 — Wire Transfer Instructions Northwind shall provide wire transfer instructions for the ultimate receipt of released funds to the Escrow Agent and to counsel for the Thalassa Parties (Calderwood & Harkness LLP, Attention: Douglas Carmichael) no later than five (5) business days after the Effective Date. The Thalassa Parties shall wire all Settlement Payments to the Escrow Account in accordance with the wi

ARTICLE 3 — COUNTERCLAIM WAIVER

Section 3.1 — Waiver of Counterclaim As part of the global settlement reflected in this Agreement and as additional consideration flowing from the Thalassa Parties to Northwind, the Thalassa Parties hereby irrevocably and unconditionally waive, relinquish, and release their counterclaim for one million six hundred twenty thousand dollars ($1,620,000) in unpaid hire for the period of October 1 through December 31, 202

Section 3.2 — No Separate Payment on Counterclaim Northwind shall have no obligation to make any payment to the Thalassa Parties on account of the counterclaim, any claim for withheld hire, or any other claim or demand that has been or could have been asserted by the Thalassa Parties in connection with the Charter-Party or the Vessel. The Thalassa Parties acknowledge that they are receiving no separate monetary recov

ARTICLE 4 — MUTUAL GENERAL RELEASE

Section 4.1 — Release by Northwind (Northwind Released Claims) Northwind, for itself and for each of its successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees, agents, representatives, attorneys, insurers, and all Persons acting by, through, under, or on behalf of Northwind, hereby fully, finally, and irrevocably releases, acquits, and forever discharges the Thalassa Released Parties

Section 4.2 — Thalassa Released Parties For purposes of this Agreement, "Thalassa Released Parties" means TSL, Aegean Fortuna Shipholding Ltd., and each of their respective past, present, and future parents, subsidiaries, affiliates, divisions, successors, assigns, officers, directors, shareholders, members, partners, employees, servants, agents, representatives, attorneys, accountants, auditors (including Lysander &

Section 4.3 — Release by the Thalassa Parties (Thalassa Released Claims) The Thalassa Parties, for themselves and for each of their respective successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees, agents, representatives, attorneys, insurers, and all Persons acting by, through, under, or on behalf of the Thalassa Parties, hereby fully, finally, and irrevocably release, acquit, and fo

Section 4.4 — Northwind Released Parties For purposes of this Agreement, "Northwind Released Parties" means Northwind and each of its respective past, present, and future parents, subsidiaries, affiliates, divisions, successors, assigns, officers, directors, shareholders, members, partners, employees, servants, agents, representatives, attorneys, accountants, insurers, and all Persons acting by, through, under, or in

Section 4.5 — Unknown Claims Waiver Each Party expressly acknowledges and agrees that the releases set forth in this Article 4 are intended to be and are general releases of all Released Claims, including claims that are presently unknown, unanticipated, or unsuspected. Each Party hereby expressly waives and relinquishes, to the fullest extent permitted by law, any rights or benefits it may have under any statute, re

Section 4.6 — Covenant Not to Sue Each Party hereby covenants and agrees that it will not, directly or indirectly, commence, prosecute, maintain, participate in, or encourage or assist any other Person in commencing, prosecuting, or maintaining any action, suit, claim, arbitration, or proceeding of any kind against any Released Party with respect to any Released Claim before any court, tribunal, arbitral body, admini

Section 4.7 — Preservation of Rights Under This Agreement and Escrow Agreement Notwithstanding any provision of this Article 4 to the contrary, nothing herein shall release, discharge, or otherwise affect any Party's rights, obligations, or remedies under this Agreement, the Escrow Agreement, or any exhibit or ancillary document executed in connection herewith. The releases set forth in Sections 4.1 and 4.3 shall not

ARTICLE 5 — LITIGATION DISPOSITION

Section 5.1 — Withdrawal of Pending Motions Within five (5) business days following the Effective Date, the Parties shall execute and file in the Action agreed stipulations withdrawing with prejudice all pending motions, including the Thalassa Parties' Motion for Partial Summary Judgment filed on September 20, 2024 and any other pending applications, cross-motions, or requests for relief. Each Party shall cooperate f

Section 5.2 — Stipulation of discontinuance Within ten (10) business days following the Final Payment Date (i.e., the date on which the third and final Settlement Payment is deposited into the Escrow Account in accordance with Section 2.1(c)), the Parties shall execute and file a Stipulation of discontinuance with Prejudice (the "Stipulation of discontinuance") discontinuing the Action in its entirety, including all

Section 5.3 — Retention of Jurisdiction Contemporaneously with the filing of the stipulations withdrawing pending motions pursuant to Section 5.1, the Parties shall submit to the Court for so-ordering a Stipulation and Order providing that the Supreme Court of the State of New York, New York County, shall retain jurisdiction for a period of one hundred eighty (180) days following the Effective Date for the purpose of

Section 5.4 — Notification to Court Within five (5) business days following the Effective Date, counsel for the Parties shall jointly notify the Honorable Lorraine K. Chen, J.S.C., of the settlement reached between the Parties and shall request that the conference presently scheduled for December 6, 2024, and any other scheduled appearances or deadlines in the Action, be adjourned and removed from the Court's calenda

Section 6.1 — Confidential Information Defined For purposes of this Agreement, "Confidential Information" means: (a) the existence of this Agreement and the fact of settlement; (b) the terms, conditions, and provisions of this Agreement, including the Settlement Amount, the payment schedule, and any other financial or substantive terms set forth herein; (c) the Mediator's Term Sheet and the terms thereof; (d) all neg

Section 6.2 — Non-Disclosure Obligations Each Party agrees to hold all Confidential Information in strict confidence and shall not, directly or indirectly, disclose, publish, disseminate, or otherwise make available any Confidential Information to any Person, except as expressly permitted under Section 6.3. Each Party shall take reasonable measures to ensure that its officers, directors, employees, agents, and repres

Section 6.3 — Permitted Disclosures Notwithstanding Section 6.2, disclosure of Confidential Information shall be permitted in the following circumstances: (a) Legal Counsel. Each Party may disclose Confidential Information to its legal counsel, including Calderwood & Harkness LLP (for the Thalassa Parties), Hargrove, Delacroix & Stern LLP (for Northwind), Konstantinou & Rizos Law Offices (for TSL), and Pacific Mariti

Section 6.4 — Public Statements Neither Party shall issue any press release or make any public statement regarding the settlement, the terms of this Agreement, or the existence of this Agreement without the prior written consent of the other Party, which consent may be withheld in such Party's sole discretion. If either Party is required by applicable law, regulation, stock exchange rule, or governmental authority to

Section 6.5 — Remedies for Breach of Confidentiality The Parties acknowledge and agree that a breach or threatened breach of this Article 6 may cause irreparable harm to the non-breaching Party for which monetary damages alone would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek temporary, preliminary, and perman

ARTICLE 7 — DEFAULT AND CONSENT JUDGMENT

Section 7.1 — Events of Default An "Event of Default" shall be deemed to have occurred if: (a) the Thalassa Parties fail to deposit any Settlement Payment into the Escrow Account within five (5) business days following its due date as specified in Section 2.1 (i.e., after the expiration of the Grace Period specified in Section 2.4); or (b) any Party materially breaches any representation, warranty, or covenant contai

Section 7.2 — Notice of Default The non-defaulting Party shall provide written notice to the defaulting Party specifying the Event of Default in reasonable detail. In the case of a payment default under Section 7.1(a), such notice shall specify the amount of the Settlement Payment that remains unpaid and the due date on which such payment was required to have been made. Notice of default shall be delivered to both th

Section 7.3 — Consent Judgment In the event that the Thalassa Parties default on any Settlement Payment and such default constitutes an Event of Default under Section 7.1(a) (i.e., the payment has not been deposited into the Escrow Account within the Grace Period), Northwind shall be entitled, without further notice or motion, to present for entry a consent judgment against the Thalassa Parties, jointly and severally

Section 7.4 — Acceleration Upon the occurrence of an Event of Default under Section 7.1(a), all remaining unpaid Settlement Payments shall become immediately due and payable in full, without further notice or demand, and Northwind shall be entitled to seek entry of the Consent Judgment for the full unpaid balance of the Settlement Amount (less credit for payments previously deposited and released), together with accr

ARTICLE 8 — REPRESENTATIONS AND WARRANTIES

Section 8.1 — Mutual Representations and Warranties Each Party hereby represents and warrants to the other Parties as of the Effective Date as follows: (a) Organization and Good Standing. Such Party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization (in the case of TSL, the Hellenic Republic; in the case of Aegean Fortuna Shipholding, the Republic of Liberia;

Section 8.2 — No Assignment of Claims Each Party represents and warrants that it has not assigned, transferred, conveyed, pledged, encumbered, or otherwise disposed of, in whole or in part, any claim, demand, cause of action, right, or interest that is the subject of the Released Claims, and that no other Person has any interest in any of the Released Claims by reason of any assignment, transfer, conveyance, pledge,

Section 8.3 — No Bankruptcy Each Party represents and warrants that, as of the Effective Date, no petition in bankruptcy, petition for reorganization, or proceeding under any chapter of the United States Bankruptcy Code (Title 11 of the United States Code), or any analogous proceeding under applicable foreign law, has been filed by or against such Party, and no receivership, insolvency, or similar proceeding is pendi

Section 8.4 — Authority of Signatories Each individual executing this Agreement on behalf of a Party hereby represents and warrants that he or she has been duly authorized by all necessary corporate or organizational action to execute and deliver this Agreement on behalf of such Party, and that his or her signature is sufficient to bind such Party to the terms hereof. Without limiting the foregoing: (a) For TSL, this

Section 8.5 — Voluntary Execution Each Party represents and warrants that it has entered into this Agreement voluntarily, with full knowledge and understanding of its terms, provisions, and effects, and after consultation with legal counsel of its own choosing. Each Party further represents that it has had a full and fair opportunity to review and negotiate the terms of this Agreement and that no Party has been coerc

ARTICLE 9 — NO ADMISSION OF LIABILITY

Section 9.1 — No Admission This Agreement represents a compromise and settlement of disputed claims and counterclaims. Nothing contained in this Agreement, and no action taken by any Party in connection with this Agreement, shall be construed as, or deemed to be, an admission of liability, fault, wrongdoing, breach, or violation of law by any Party. Each Party expressly denies any liability, fault, or wrongdoing in c

ARTICLE 10 — RETURN AND DESTRUCTION OF DISCOVERY MATERIALS

Section 10.1 — Obligation to Return or Destroy Within sixty (60) calendar days following the Final Payment Date, each Party shall return to the producing Party or destroy all documents, materials, electronically stored information, and other items obtained from the other Party or its representatives during the course of discovery in the Action, including all copies, duplicates, summaries, extracts, compilations, anal

Section 10.2 — Certification of Compliance Within seventy-five (75) calendar days following the Final Payment Date, counsel for each Party shall provide to the other Party's counsel a written certification confirming compliance with Section 10.1, which certification shall confirm the return or destruction of all discovery materials, including confirmation that all e-discovery materials have been deleted and purged fr

Section 10.3 — Exceptions The obligations to return or destroy discovery materials set forth in Section 10.1 shall not apply to: (a) documents, materials, or information that are a Party's own documents and were not obtained from the opposing Party or its representatives during the course of discovery; (b) court filings, transcripts, and other materials that are part of the public record of the Action; (c) documents,

ARTICLE 11 — LENDER AND INSURER NOTIFICATIONS

Section 11.1 — Meridian Capital Bank AG Notification Within five (5) business days following the Effective Date, TSL shall notify Meridian Capital Bank AG (Attention: Lukas Brandt, Ballindamm 40, 20095 Hamburg, Germany) of the execution of this Agreement and the material terms of the settlement contemplated hereby, pursuant to Section 8.14 of the Credit Agreement dated April 1, 2019 between TSL (as borrower) and Meri

Section 11.2 — Insurance Notifications TSL shall be solely responsible for providing all necessary notifications to its insurers in connection with this Agreement and the settlement contemplated hereby, including notifications to: (a) Oceanus Mutual Protection & Indemnity Club, in respect of Policy No. OCE-P&I-2020-TSL-0047; (b) Fortis Marine Underwriters Ltd., in respect of Policy No. FMU-HM-2020-4892; and (c) Caste

Section 11.3 — Cooperation with Insurer Requirements Each Party agrees to cooperate reasonably with the other Party's insurers in connection with the settlement, including by providing information, documentation, or certifications reasonably necessary for insurance coverage, claims-handling, or regulatory compliance purposes. Any such cooperation shall be subject to the confidentiality provisions of Article 6 and sha

Section 12.1 — Indemnification by Each Party Each Party (in such capacity, the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its respective Released Parties (in such capacity, each an "Indemnified Party") from and against any and all claims, demands, actions, causes of action, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and disbursemen

Section 12.2 — Indemnification Procedures An Indemnified Party seeking indemnification under this Article 12 shall provide prompt written notice to the Indemnifying Party of any claim, demand, action, or proceeding for which indemnification is sought, describing in reasonable detail the nature of the claim and the amount or estimated amount of the loss (to the extent known). The failure to provide timely notice shall