SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK — COMMERCIAL DIVISION

Part 49 Before Hon. Lorraine K. Chen, J.S.C.

NORTHWIND MARITIME CORPORATION,

Plaintiff,

–against–

THALASSA SHIPPING & LOGISTICS SA and AEGEAN FORTUNA SHIPHOLDING LTD.,

Defendants.

Index No. 655421/2023

STIPULATION OF DISCONTINUANCE WITH PREJUDICE

Dated: November 26, 2024

It is hereby stipulated and agreed, by and between the undersigned counsel for the respective parties, as follows:

WHEREAS, Plaintiff Northwind Maritime Corporation ("Plaintiff" or "Northwind") is a corporation duly incorporated and existing under the laws of the Republic of the marshall Islands, with its principal office located at 1700 Harbor Gateway, Suite 500, Stamford, Connecticut 06902, and is represented in this action by Hargrove, Delacroix & Stern LLP, 600 Lexington Avenue, 28th Floor, New York, New York 10022, Margaret Delacroix, Partner, serving as lead counsel;

WHEREAS, Defendant Thalassa Shipping & Logistics SA ("Thalassa") is a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its headquarters located at 42 Akti Miaouli, Piraeus 185 38, Greece, and Defendant Aegean Fortuna Shipholding Ltd. ("Aegean Fortuna") is a limited liability company incorporated under the laws of the Republic of Liberia, with its registered address at 80 Broad Street, Monrovia, Liberia (collectively, "Defendants"), and both Defendants are represented in this action by Calderwood & Harkness LLP, One Liberty Plaza, 50th Floor, New York, New York 10006, Douglas Carmichael, Partner, serving as responsible partner;

WHEREAS, this action was commenced by the filing of a Summons and Complaint by Plaintiff on October 2, 2023, asserting claims against Defendants sounding in, among other things, breach of charter-party, breach of the implied covenant of good faith and fair dealing, and unjust enrichment, arising out of the parties' commercial relationship concerning the time charter-party bearing Reference No. NW-TSL-CP-2020-1203 for the vessel M/V Aegean Fortuna (IMO 9847231);

WHEREAS, Defendants filed a Verified Answer and Counterclaim on November 17, 2023, denying the material allegations of the Complaint and asserting counterclaims against Plaintiff for, among other things, unpaid hire in the amount of One Million Six Hundred Twenty Thousand Dollars ($1,620,000), together with interest thereon, and other related relief;

WHEREAS, the parties, through their respective counsel, have engaged in extensive discovery and motion practice over the course of this litigation, including but not limited to the production and review of documents, the taking of depositions, and the briefing and argument of dispositive motions;

WHEREAS, the parties, acting voluntarily and through their duly authorized representatives, have entered into a certain Settlement Agreement and Mutual General Release dated November 20, 2024 (the "Settlement Agreement"), which resolves, compromises, and settles all claims, counterclaims, cross-claims, and third-party claims between and among them, whether asserted or unasserted, known or unknown, arising out of or in any way related to the charter-party (Reference No. NW-TSL-CP-2020-1203) for the vessel M/V Aegean Fortuna (IMO 9847231), and the facts and circumstances giving rise to the above-captioned action;

WHEREAS, the Settlement Agreement provides, among other things, that this Stipulation of discontinuance With Prejudice shall be executed by the parties and filed with the Clerk of the Court within ten (10) business days following the receipt by Plaintiff of the final settlement payment contemplated by the Settlement Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Settlement Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties stipulate and agree as follows:

1. Discontinuance of All Claims With Prejudice. The parties hereby stipulate and agree that all claims asserted by Plaintiff Northwind Maritime Corporation against Defendants Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd. in the above-captioned action, including but not limited to each and every cause of action set forth in the Complaint filed on October 2, 2023, and any and all amendments thereto, are hereby discontinued with prejudice and without costs or disbursements to any party as against any other party, except as may be otherwise expressly provided herein or in the Settlement Agreement dated November 20, 2024. This discontinuance with prejudice shall operate as a final adjudication on the merits of all such claims for all purposes, including but not limited to the doctrines of res judicata and collateral estoppel, and no party shall hereafter commence, maintain, or prosecute any action, proceeding, or claim arising out of or related to the subject matter of the Complaint in any court, tribunal, or other forum.

2. Discontinuance of All Counterclaims With Prejudice. The parties hereby stipulate and agree that all counterclaims asserted by Defendants Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd. against Plaintiff Northwind Maritime Corporation in their Verified Answer and Counterclaim filed on November 17, 2023, including but not limited to the counterclaim for One Million Six Hundred Twenty Thousand Dollars ($1,620,000) in unpaid hire under the charter-party, together with all demands for interest, attorneys' fees, costs, and other relief sought in connection therewith, are hereby discontinued with prejudice and without costs or disbursements to any party as against any other party. This discontinuance with prejudice shall operate as a final adjudication on the merits of all such counterclaims for all purposes, including but not limited to the doctrines of res judicata and collateral estoppel, and no party shall hereafter commence, maintain, or prosecute any action, proceeding, or claim arising out of or related to the subject matter of the counterclaims in any court, tribunal, or other forum.

3. Withdrawal of All Pending Motions With Prejudice. All pending motions in this action are hereby withdrawn with prejudice, including but not limited to Defendants' Motion for Partial Summary Judgment (Motion Seq. No. 003), which was filed on September 20, 2024. The parties acknowledge that Defendants' Motion for Partial Summary Judgment was previously withdrawn by stipulation so-ordered by this Court on November 25, 2024, and that withdrawal is hereby confirmed and ratified. No party shall seek to refile or renew any motion previously filed in this action, and the withdrawal of such motions shall be deemed final and irrevocable.

4. No Admission of Liability. This Stipulation of discontinuance With Prejudice does not constitute, and shall not be construed or interpreted as, an admission of liability, fault, wrongdoing, or the validity or invalidity of any claim, counterclaim, defense, or legal position by any party. The parties expressly deny any and all liability with respect to the claims and counterclaims asserted in this action. The discontinuance effected hereby is made solely pursuant to the terms of the confidential Settlement Agreement entered into between the parties dated November 20, 2024, and the terms and existence of the Settlement Agreement shall remain confidential in accordance with the confidentiality provisions set forth therein, except as may be required by applicable law, regulation, or court order.

5. Retention of Jurisdiction. The parties acknowledge and agree that, contemporaneously with the execution and filing of this Stipulation of discontinuance, they have submitted to this Court a separately filed Stipulation and Order Retaining Jurisdiction to Enforce Settlement, dated November 26, 2024, which provides, among other things, that this Court shall retain jurisdiction for a period of one hundred eighty (180) days following the Effective Date of the Settlement Agreement (as defined therein) for the limited purpose of enforcing the terms of the Settlement Agreement, including but not limited to the entry of a consent judgment upon default by either party as provided for in Section 9.3 of the Settlement Agreement. This Stipulation of discontinuance With Prejudice is expressly without prejudice to the Court's retained jurisdiction as set forth in that Stipulation and Order, and the discontinuance effected hereby shall not divest this Court of the jurisdiction so retained. In the event of any conflict between the provisions of this Stipulation of discontinuance and the provisions of the Stipulation and Order Retaining Jurisdiction, the latter shall control.

6. Effective Date of discontinuance. This Stipulation of discontinuance With Prejudice shall be filed with the Clerk of the Court, County of New York, and shall be effective upon the filing of a so-ordered version endorsed by the Court. Pursuant to Section 11.2 of the Settlement Agreement, this Stipulation is to be executed and filed within ten (10) business days of Defendants' final settlement payment, designated as Payment 3 in the Settlement Agreement, in the amount of One Million Eight Hundred Fifty Thousand Dollars ($1,850,000), which payment is due within one hundred fifty (150) days of the Effective Date of the Settlement Agreement. Until such time as this Stipulation is so-ordered by the Court, the parties agree that they shall not take any action inconsistent with the terms hereof or with the terms of the Settlement Agreement.

7. Compliance with CPLR. This Stipulation of discontinuance is made and filed pursuant to Section 3217(a)(2) of the New York Civil Practice Law and Rules ("CPLR"), which permits the voluntary discontinuance of an action by the filing of a stipulation signed by the attorneys of record for all parties who have appeared in the action. To the extent the Court endorses this Stipulation with a so-ordered endorsement, this Stipulation shall also be deemed to comply with CPLR § 3217(b). The undersigned counsel hereby confirm and represent that no party to this action is an infant, an incompetent person, or a person for whom a committee has been appointed pursuant to Article 78 of the Mental Hygiene Law or otherwise, and that no person who is not a party to this action has an interest in the subject matter of this action such that the approval of the Court would be required under CPLR § 3217(b) or any other provision of law as a condition to the effectiveness of this discontinuance. The parties further represent that no statutory lien or other encumbrance exists upon any claim asserted in this action that would require notice to, or the consent of, any third party prior to the filing of this Stipulation.

8. Authority. Each signatory to this Stipulation represents and warrants that he or she is duly authorized to execute this Stipulation on behalf of his or her respective client and that such client has consented to the entry of this Stipulation and the discontinuance of all claims and counterclaims with prejudice on the terms set forth herein. Specifically, counsel for Plaintiff, Margaret Delacroix of Hargrove, Delacroix & Stern LLP, confirms that she has obtained the express written authorization of Northwind Maritime Corporation, through its duly authorized officers, to execute this Stipulation and to consent to the discontinuance of all claims asserted by Plaintiff in this action with prejudice and on the terms stated herein. Counsel for Defendants, Douglas Carmichael of Calderwood & Harkness LLP, confirms that he has obtained the express written authorization of both Thalassa Shipping & Logistics SA, through its duly authorized officers, and Aegean Fortuna Shipholding Ltd., through its duly authorized officers, to execute this Stipulation and to consent to the discontinuance of all counterclaims asserted by Defendants in this action with prejudice and on the terms stated herein.

IN WITNESS WHEREOF, the undersigned attorneys of record for the respective parties have executed this Stipulation of discontinuance With Prejudice as of the date first written above.

SIGNATURE PAGE TO STIPULATION OF DISCONTINUANCE WITH PREJUDICE Index No. 655421/2023

FOR PLAINTIFF NORTHWIND MARITIME CORPORATION:

HARGROVE, DELACROIX & STERN LLP

By: ________

Margaret Delacroix, Partner 600 Lexington Avenue, 28th Floor New York, New York 10022 Telephone: (212) 554-7800 Facsimile: (212) 554-7801

Attorneys for Plaintiff Northwind Maritime Corporation

FOR DEFENDANTS THALASSA SHIPPING & LOGISTICS SA AND AEGEAN FORTUNA SHIPHOLDING LTD.:

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Carmichael, Partner One Liberty Plaza, 50th Floor New York, New York 10006 Telephone: (212) 403-6000 Facsimile: (212) 403-6001

Attorneys for Defendants Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd.

SO ORDERED:

Dated: New York, New York ____, 20

________________________________________

Hon. Lorraine K. Chen, J.S.C. Supreme Court, New York County Commercial Division, Part 49

Case Index No.: 655421/2023 C&H Matter No.: 1044-00006 Prepared by Calderwood & Harkness LLP

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK — COMMERCIAL DIVISION
Part 49 Before Hon. Lorraine K. Chen, J.S.C.
NORTHWIND MARITIME CORPORATION,
Plaintiff,
–against–
THALASSA SHIPPING & LOGISTICS SA and AEGEAN FORTUNA SHIPHOLDING LTD.,
Defendants.
Index No. 655421/2023
STIPULATION OF DISCONTINUANCE WITH PREJUDICE
Dated: November 26, 2024
It is hereby stipulated and agreed, by and between the undersigned counsel for the respective parties, as follows:
WHEREAS, Plaintiff Northwind Maritime Corporation ("Plaintiff" or "Northwind") is a corporation duly incorporated and existing under the laws of the Republic of the marshall Islands, with its principal office located at 1700 Harbor Gateway, Suite 500, Stamford, Connecticut 06902, and is represented in this action by Hargrove, Delacroix & Stern LLP, 600 Lexington Avenue, 28th Floor, New York, New York 10022, Margaret Delacroix, Partner, serving as lead counsel;
WHEREAS, Defendant Thalassa Shipping & Logistics SA ("Thalassa") is a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its headquarters located at 42 Akti Miaouli, Piraeus 185 38, Greece, and Defendant Aegean Fortuna Shipholding Ltd. ("Aegean Fortuna") is a limited liability company incorporated under the laws of the Republic of Liberia, with its registered address at 80 Broad Street, Monrovia, Liberia (collectively, "Defendants"), and both Defendants are represented in this action by Calderwood & Harkness LLP, One Liberty Plaza, 50th Floor, New York, New York 10006, Douglas Carmichael, Partner, serving as responsible partner;
WHEREAS, this action was commenced by the filing of a Summons and Complaint by Plaintiff on October 2, 2023, asserting claims against Defendants sounding in, among other things, breach of charter-party, breach of the implied covenant of good faith and fair dealing, and unjust enrichment, arising out of the parties' commercial relationship concerning the time charter-party bearing Reference No. NW-TSL-CP-2020-1203 for the vessel M/V Aegean Fortuna (IMO 9847231);
WHEREAS, Defendants filed a Verified Answer and Counterclaim on November 17, 2023, denying the material allegations of the Complaint and asserting counterclaims against Plaintiff for, among other things, unpaid hire in the amount of One Million Six Hundred Twenty Thousand Dollars ($1,620,000), together with interest thereon, and other related relief;
WHEREAS, the parties, through their respective counsel, have engaged in extensive discovery and motion practice over the course of this litigation, including but not limited to the production and review of documents, the taking of depositions, and the briefing and argument of dispositive motions;
WHEREAS, the parties, acting voluntarily and through their duly authorized representatives, have entered into a certain Settlement Agreement and Mutual General Release dated November 20, 2024 (the "Settlement Agreement"), which resolves, compromises, and settles all claims, counterclaims, cross-claims, and third-party claims between and among them, whether asserted or unasserted, known or unknown, arising out of or in any way related to the charter-party (Reference No. NW-TSL-CP-2020-1203) for the vessel M/V Aegean Fortuna (IMO 9847231), and the facts and circumstances giving rise to the above-captioned action;
WHEREAS, the Settlement Agreement provides, among other things, that this Stipulation of discontinuance With Prejudice shall be executed by the parties and filed with the Clerk of the Court within ten (10) business days following the receipt by Plaintiff of the final settlement payment contemplated by the Settlement Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Settlement Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties stipulate and agree as follows:
1. Discontinuance of All Claims With Prejudice. The parties hereby stipulate and agree that all claims asserted by Plaintiff Northwind Maritime Corporation against Defendants Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd. in the above-captioned action, including but not limited to each and every cause of action set forth in the Complaint filed on October 2, 2023, and any and all amendments thereto, are hereby discontinued with prejudice and without costs or disbursements to any party as against any other party, except as may be otherwise expressly provided herein or in the Settlement Agreement dated November 20, 2024. This discontinuance with prejudice shall operate as a final adjudication on the merits of all such claims for all purposes, including but not limited to the doctrines of res judicata and collateral estoppel, and no party shall hereafter commence, maintain, or prosecute any action, proceeding, or claim arising out of or related to the subject matter of the Complaint in any court, tribunal, or other forum.
2. Discontinuance of All Counterclaims With Prejudice. The parties hereby stipulate and agree that all counterclaims asserted by Defendants Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd. against Plaintiff Northwind Maritime Corporation in their Verified Answer and Counterclaim filed on November 17, 2023, including but not limited to the counterclaim for One Million Six Hundred Twenty Thousand Dollars ($1,620,000) in unpaid hire under the charter-party, together with all demands for interest, attorneys' fees, costs, and other relief sought in connection therewith, are hereby discontinued with prejudice and without costs or disbursements to any party as against any other party. This discontinuance with prejudice shall operate as a final adjudication on the merits of all such counterclaims for all purposes, including but not limited to the doctrines of res judicata and collateral estoppel, and no party shall hereafter commence, maintain, or prosecute any action, proceeding, or claim arising out of or related to the subject matter of the counterclaims in any court, tribunal, or other forum.
3. Withdrawal of All Pending Motions With Prejudice. All pending motions in this action are hereby withdrawn with prejudice, including but not limited to Defendants' Motion for Partial Summary Judgment (Motion Seq. No. 003), which was filed on September 20, 2024. The parties acknowledge that Defendants' Motion for Partial Summary Judgment was previously withdrawn by stipulation so-ordered by this Court on November 25, 2024, and that withdrawal is hereby confirmed and ratified. No party shall seek to refile or renew any motion previously filed in this action, and the withdrawal of such motions shall be deemed final and irrevocable.
4. No Admission of Liability. This Stipulation of discontinuance With Prejudice does not constitute, and shall not be construed or interpreted as, an admission of liability, fault, wrongdoing, or the validity or invalidity of any claim, counterclaim, defense, or legal position by any party. The parties expressly deny any and all liability with respect to the claims and counterclaims asserted in this action. The discontinuance effected hereby is made solely pursuant to the terms of the confidential Settlement Agreement entered into between the parties dated November 20, 2024, and the terms and existence of the Settlement Agreement shall remain confidential in accordance with the confidentiality provisions set forth therein, except as may be required by applicable law, regulation, or court order.
5. Retention of Jurisdiction. The parties acknowledge and agree that, contemporaneously with the execution and filing of this Stipulation of discontinuance, they have submitted to this Court a separately filed Stipulation and Order Retaining Jurisdiction to Enforce Settlement, dated November 26, 2024, which provides, among other things, that this Court shall retain jurisdiction for a period of one hundred eighty (180) days following the Effective Date of the Settlement Agreement (as defined therein) for the limited purpose of enforcing the terms of the Settlement Agreement, including but not limited to the entry of a consent judgment upon default by either party as provided for in Section 9.3 of the Settlement Agreement. This Stipulation of discontinuance With Prejudice is expressly without prejudice to the Court's retained jurisdiction as set forth in that Stipulation and Order, and the discontinuance effected hereby shall not divest this Court of the jurisdiction so retained. In the event of any conflict between the provisions of this Stipulation of discontinuance and the provisions of the Stipulation and Order Retaining Jurisdiction, the latter shall control.
6. Effective Date of discontinuance. This Stipulation of discontinuance With Prejudice shall be filed with the Clerk of the Court, County of New York, and shall be effective upon the filing of a so-ordered version endorsed by the Court. Pursuant to Section 11.2 of the Settlement Agreement, this Stipulation is to be executed and filed within ten (10) business days of Defendants' final settlement payment, designated as Payment 3 in the Settlement Agreement, in the amount of One Million Eight Hundred Fifty Thousand Dollars ($1,850,000), which payment is due within one hundred fifty (150) days of the Effective Date of the Settlement Agreement. Until such time as this Stipulation is so-ordered by the Court, the parties agree that they shall not take any action inconsistent with the terms hereof or with the terms of the Settlement Agreement.
7. Compliance with CPLR. This Stipulation of discontinuance is made and filed pursuant to Section 3217(a)(2) of the New York Civil Practice Law and Rules ("CPLR"), which permits the voluntary discontinuance of an action by the filing of a stipulation signed by the attorneys of record for all parties who have appeared in the action. To the extent the Court endorses this Stipulation with a so-ordered endorsement, this Stipulation shall also be deemed to comply with CPLR § 3217(b). The undersigned counsel hereby confirm and represent that no party to this action is an infant, an incompetent person, or a person for whom a committee has been appointed pursuant to Article 78 of the Mental Hygiene Law or otherwise, and that no person who is not a party to this action has an interest in the subject matter of this action such that the approval of the Court would be required under CPLR § 3217(b) or any other provision of law as a condition to the effectiveness of this discontinuance. The parties further represent that no statutory lien or other encumbrance exists upon any claim asserted in this action that would require notice to, or the consent of, any third party prior to the filing of this Stipulation.
8. Authority. Each signatory to this Stipulation represents and warrants that he or she is duly authorized to execute this Stipulation on behalf of his or her respective client and that such client has consented to the entry of this Stipulation and the discontinuance of all claims and counterclaims with prejudice on the terms set forth herein. Specifically, counsel for Plaintiff, Margaret Delacroix of Hargrove, Delacroix & Stern LLP, confirms that she has obtained the express written authorization of Northwind Maritime Corporation, through its duly authorized officers, to execute this Stipulation and to consent to the discontinuance of all claims asserted by Plaintiff in this action with prejudice and on the terms stated herein. Counsel for Defendants, Douglas Carmichael of Calderwood & Harkness LLP, confirms that he has obtained the express written authorization of both Thalassa Shipping & Logistics SA, through its duly authorized officers, and Aegean Fortuna Shipholding Ltd., through its duly authorized officers, to execute this Stipulation and to consent to the discontinuance of all counterclaims asserted by Defendants in this action with prejudice and on the terms stated herein.
IN WITNESS WHEREOF, the undersigned attorneys of record for the respective parties have executed this Stipulation of discontinuance With Prejudice as of the date first written above.
SIGNATURE PAGE TO STIPULATION OF DISCONTINUANCE WITH PREJUDICE Index No. 655421/2023
FOR PLAINTIFF NORTHWIND MARITIME CORPORATION:
HARGROVE, DELACROIX & STERN LLP
By: ________
Margaret Delacroix, Partner 600 Lexington Avenue, 28th Floor New York, New York 10022 Telephone: (212) 554-7800 Facsimile: (212) 554-7801
Attorneys for Plaintiff Northwind Maritime Corporation
FOR DEFENDANTS THALASSA SHIPPING & LOGISTICS SA AND AEGEAN FORTUNA SHIPHOLDING LTD.:
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Carmichael, Partner One Liberty Plaza, 50th Floor New York, New York 10006 Telephone: (212) 403-6000 Facsimile: (212) 403-6001
Attorneys for Defendants Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd.
SO ORDERED:
Dated: New York, New York ____, 20
________________________________________
Hon. Lorraine K. Chen, J.S.C. Supreme Court, New York County Commercial Division, Part 49
Case Index No.: 655421/2023 C&H Matter No.: 1044-00006 Prepared by Calderwood & Harkness LLP

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK — COMMERCIAL DIVISION

NORTHWIND MARITIME CORPORATION,

STIPULATION OF DISCONTINUANCE WITH PREJUDICE

FOR PLAINTIFF NORTHWIND MARITIME CORPORATION:

HARGROVE, DELACROIX & STERN LLP

CALDERWOOD & HARKNESS LLP

SO ORDERED:

Record

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