1044-00006 · Hargrove, Delacroix & Stern LLP · Settlement

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ESCROW AGREEMENT

DRAFT — For Discussion Purposes Only

Dated as of November 8, 2024

CONFIDENTIAL TREATMENT REQUESTED — This draft Escrow Agreement is circulated for discussion purposes only and does not constitute a binding agreement among the parties. All terms remain subject to final negotiation and execution.

This ESCROW AGREEMENT (this "Agreement" or "Escrow Agreement") is made and entered into as of November 8, 2024, by and among:

(1) THALASSA SHIPPING & LOGISTICS SA, a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its principal office at 42 Akti Miaouli, Piraeus 185 38, Greece (hereinafter referred to as "TSL" or the "Depositor");

(2) NORTHWIND MARITIME CORPORATION, a corporation organized and existing under the laws of the Republic of the marshall Islands, with its principal office at 1700 Harbor Gateway, Suite 500, Stamford, CT 06902 (hereinafter referred to as "Northwind" or the "Beneficiary"); and

(3) ATLANTIC FIDUCIARY TRUST COMPANY, a trust company organized and existing under the laws of the State of New York, with offices at 60 Wall Street, Suite 2800, New York, NY 10005 (hereinafter referred to as the "Escrow Agent").

TSL, Northwind, and the Escrow Agent are sometimes referred to herein collectively as the "Parties" and individually as a "Party."

Aegean Fortuna Shipholding Ltd., a limited liability company incorporated in the Republic of Liberia (Liberian Registration No. LR-C-20167845), is a co-defendant in the Action (as defined below) and joins this Agreement through the Settlement Agreement (as defined below) and is bound by the terms thereof. TSL acts on behalf of itself and Aegean Fortuna Shipholding Ltd. for all purposes of this Escrow Agreement, and all references to TSL herein shall be deemed to include Aegean Fortuna Shipholding Ltd. unless the context otherwise requires.

RECITALS

WHEREAS, Northwind commenced an action styled Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, in the Supreme Court of the State of New York, New York County, Commercial Division, Part 49 (the "Action"), asserting claims for breach of contract, unjust enrichment, and related causes of action against TSL and Aegean Fortuna Shipholding Ltd.;

WHEREAS, the Action arises out of a time charter-party dated December 3, 2020 (Charter-Party Reference No. NW-TSL-CP-2020-1203) for the vessel M/V Aegean Fortuna (IMO No. 9847231), including disputes concerning off-hire deductions, maintenance and repair obligations, and related performance claims under such charter-party;

WHEREAS, the parties to the Action have reached a settlement in principle as memorialized in a Mediator's Term Sheet dated October 29, 2024, signed by counsel for both parties following mediation conducted before the Honorable Gerald K. Fitzpatrick (Ret.) of Bayside Dispute Resolution Services LLC;

WHEREAS, TSL and Northwind intend to enter into a Settlement Agreement and Mutual General Release (the "Settlement Agreement") providing for the payment by TSL to Northwind of a total settlement amount of Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000) (the "Settlement Amount"), payable in three installments as more particularly described herein;

WHEREAS, the Settlement Agreement requires that all settlement payments be deposited into escrow with the Escrow Agent and released to Northwind upon joint instruction of TSL and Northwind or as otherwise provided herein, in order to provide assurance of payment and an orderly mechanism for the disbursement of settlement funds;

WHEREAS, the Escrow Agent is willing to act as escrow agent and to hold, invest, and disburse the escrowed funds in accordance with the terms and conditions set forth in this Escrow Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

As used in this Escrow Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Settlement Agreement.

1.1 "Action" means 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.

1.2 "Beneficiary" means Northwind Maritime Corporation.

1.3 "Business Day" means any day other than a Saturday, Sunday, or legal holiday on which banking institutions in New York, New York are required or authorized by law or executive order to be closed.

1.4 "Depositor" means Thalassa Shipping & Logistics SA, acting on behalf of itself and Aegean Fortuna Shipholding Ltd.

1.5 "Effective Date" means the date of full execution of the Settlement Agreement by all parties thereto (i.e., TSL, Aegean Fortuna Shipholding Ltd., and Northwind).

1.6 "Escrow Account" means the segregated interest-bearing escrow account established and maintained by the Escrow Agent at Atlantic Fiduciary Trust Company, designated as Account No. ESC-2024-NYK-08831, as more particularly described in Section 2.1.

1.7 "Escrow Agent" means Atlantic Fiduciary Trust Company, a trust company organized under the laws of the State of New York.

1.8 "Escrow Funds" means all funds deposited in the Escrow Account from time to time, together with any interest, dividends, or other income earned thereon, as such amount may be reduced by disbursements made in accordance with this Escrow Agreement.

1.9 "Installment Payments" means the three scheduled deposits described in Section 2.2 hereof, comprising the First Installment, the Second Installment, and the Third Installment.

1.10 "Joint Written Instructions" means written instructions signed by authorized representatives of both TSL and Northwind (or their respective counsel of record — Calderwood & Harkness LLP, on behalf of TSL, and Hargrove, Delacroix & Stern LLP, on behalf of Northwind — acting on their behalf pursuant to the authorizations set forth in Section 9.1 hereof), directing the Escrow Agent to disburse or take other action with respect to the Escrow Funds. The form of Joint Written Instructions is attached hereto as Exhibit D.

1.11 "P&I Contribution" means the Two Million Five Hundred Thousand Dollar ($2,500,000) contribution to the Settlement Amount by Oceanus Mutual Protection & Indemnity Club (Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda) under Policy No. OCE-P&I-2020-TSL-0047, subject to Oceanus Board approval as contemplated by the Settlement Agreement.

1.12 "Settlement Agreement" means the Settlement Agreement and Mutual General Release among TSL, Aegean Fortuna Shipholding Ltd., and Northwind, dated on or about November 20, 2024 (or such other date as the parties thereto may execute the same), as the same may be amended, supplemented, or modified from time to time in accordance with its terms.

1.13 "Settlement Amount" means Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000) in the aggregate, as more particularly described in Section 2.2.

ARTICLE 2 — ESTABLISHMENT OF ESCROW; DEPOSITS

2.1 Establishment of Escrow Account.

Promptly following the execution of this Escrow Agreement and in any event no later than three (3) Business Days following the Effective Date, the Escrow Agent shall establish and maintain a segregated, interest-bearing escrow account, designated as Escrow Account No. ESC-2024-NYK-08831, at its offices at 60 Wall Street, Suite 2800, New York, NY 10005. The Escrow Account shall be maintained in the name of "Atlantic Fiduciary Trust Company, as Escrow Agent, for the benefit of Northwind Maritime Corporation and Thalassa Shipping & Logistics SA." The Escrow Agent shall hold the Escrow Funds in the Escrow Account separate and apart from all other funds held by the Escrow Agent, and the Escrow Funds shall not be subject to any lien, attachment, trustee process, or any other judicial process of any creditor of any Party. The Escrow Funds shall be held in a federally insured deposit account or invested as provided in Article 4 hereof.

2.2 Deposit Schedule.

TSL (or its designee, including Oceanus Mutual Protection & Indemnity Club with respect to the P&I Contribution) shall deposit funds into the Escrow Account by wire transfer of immediately available funds in accordance with the following schedule:

(a) First Installment. Four Million Dollars ($4,000,000), due and payable no later than thirty (30) days following the Effective Date.

(b) Second Installment. Two Million Dollars ($2,000,000), due and payable no later than ninety (90) days following the Effective Date.

(c) Third Installment. One Million Eight Hundred Fifty Thousand Dollars ($1,850,000), due and payable no later than one hundred fifty (150) days following the Effective Date.

The aggregate of all Installment Payments shall equal the Settlement Amount of $7,850,000 (i.e., $4,000,000 + $2,000,000 + $1,850,000 = $7,850,000).

For informational purposes only, and without creating any obligation on the part of the Escrow Agent to monitor or verify the same, TSL has represented to Northwind that (i) TSL corporate funds account for Five Million Three Hundred Fifty Thousand Dollars ($5,350,000) of the Settlement Amount and (ii) the remaining Two Million Five Hundred Thousand Dollars ($2,500,000) constitutes the P&I Contribution from Oceanus Mutual Protection & Indemnity Club under Policy No. OCE-P&I-2020-TSL-0047. The source of funds deposited into the Escrow Account is immaterial to the Escrow Agent's obligations hereunder, and the Escrow Agent shall not be required to verify, monitor, or inquire into the source of any deposit. The Escrow Agent's sole obligation with respect to deposits is to confirm receipt as provided in Section 2.3.

2.3 Method of Deposit.

All deposits into the Escrow Account shall be made by wire transfer of immediately available funds in United States Dollars to the Escrow Account using the wire transfer instructions provided by the Escrow Agent in Exhibit A attached hereto. The Escrow Agent shall confirm receipt of each deposit in writing (which may be by electronic mail) to both of the following within two (2) Business Days of receipt:

(a) TSL, c/o Calderwood & Harkness LLP, Attention: Douglas Carmichael, Esq., One Liberty Plaza, 50th Floor, New York, NY 10006; and

(b) Northwind, c/o Hargrove, Delacroix & Stern LLP, Attention: Margaret Delacroix, Esq., 600 Lexington Avenue, 28th Floor, New York, NY 10022.

Each such confirmation shall set forth the amount of the deposit received, the date of receipt, and the aggregate balance of the Escrow Funds as of the date of such confirmation.

2.4 Late Deposits.

If any Installment Payment is not deposited into the Escrow Account within the time period specified in Section 2.2, the Escrow Agent shall promptly (and in any event within two (2) Business Days following the applicable due date) notify both TSL and Northwind (and their respective counsel at the addresses set forth in Article 9) in writing of the non-receipt of such Installment Payment. Notwithstanding the foregoing, a late deposit shall not relieve TSL of its payment obligations under the Settlement Agreement, and Northwind reserves all rights and remedies available to it under the Settlement Agreement in the event of a default in the timely payment of any Installment Payment, including without limitation the right to seek entry of a consent judgment for the unpaid balance of the Settlement Amount plus interest at the rate of nine percent (9%) per annum (the New York statutory rate), as provided in Section 7.3 of the Settlement Agreement. The Escrow Agent shall have no obligation to enforce the payment obligations of TSL under the Settlement Agreement or to take any action with respect to any late deposit other than providing the notice described in this Section 2.4.

ARTICLE 3 — DISBURSEMENT OF ESCROW FUNDS

3.1 Disbursement Upon Joint Written Instructions.

The Escrow Agent shall disburse Escrow Funds (including any accrued interest thereon) solely upon receipt of Joint Written Instructions signed by authorized representatives of both TSL (or Calderwood & Harkness LLP on its behalf) and Northwind (or Hargrove, Delacroix & Stern LLP on its behalf). Each set of Joint Written Instructions shall specify: (a) the amount to be disbursed; (b) the identity of the payee or payees; (c) the wire transfer or other payment instructions for each payee; and (d) the requested date of disbursement. The Escrow Agent shall not disburse any Escrow Funds except as expressly provided in this Article 3.

3.2 Disbursement to Northwind.

Upon receipt of each Installment Payment into the Escrow Account and upon receipt of conforming Joint Written Instructions, the Escrow Agent shall disburse the applicable Installment Payment, together with any accrued interest attributable thereto (unless the Joint Written Instructions direct otherwise with respect to the allocation or disposition of interest), to Northwind by wire transfer of immediately available funds to the account designated by Northwind in Exhibit B attached hereto (or to such other account as Northwind may designate by written notice to the Escrow Agent and TSL, provided that such notice is received by the Escrow Agent at least five (5) Business Days prior to the date of the requested disbursement). Disbursement shall occur within three (3) Business Days of the Escrow Agent's receipt of conforming Joint Written Instructions, provided that no disbursement shall be made until the Escrow Agent has confirmed that immediately available funds in the applicable amount are on deposit in the Escrow Account.

3.3 Disbursement in the Event of Dispute.

If the Escrow Agent receives conflicting instructions from TSL and Northwind, or if the Escrow Agent receives any instructions that it believes, in its sole and reasonable discretion, to be ambiguous, uncertain, or in conflict with the terms of this Escrow Agreement, or if the Escrow Agent is otherwise uncertain as to its duties or obligations hereunder, the Escrow Agent shall be entitled, in its sole discretion, to take any one or more of the following actions:

(a) refrain from taking any action with respect to the Escrow Funds (other than continuing to hold and invest the same in accordance with Article 4) until the Escrow Agent receives Joint Written Instructions resolving the conflict or uncertainty, or a final, non-appealable order of a court of competent jurisdiction directing the disbursement of the Escrow Funds;

(b) deposit or interplead all or any portion of the Escrow Funds into the registry of the Supreme Court of the State of New York, New York County (which retains jurisdiction for one hundred eighty (180) days following the Effective Date to enforce the Settlement Agreement pursuant to the Stipulation and Order Retaining Jurisdiction), and interplead the Parties, whereupon the Escrow Agent shall be fully and finally discharged from any and all further liability hereunder with respect to the Escrow Funds so deposited; or

(c) comply with the terms of any final, non-appealable order of a court of competent jurisdiction directing the disbursement, retention, or other disposition of the Escrow Funds.

In the event the Escrow Agent interpleads the Escrow Funds as provided in clause (b) above, the Escrow Agent shall be entitled to recover its reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection with such interpleader action from the Escrow Funds prior to depositing the same into the court registry, or from TSL and Northwind jointly and severally pursuant to Article 7.

3.4 Tax Withholding.

The Escrow Agent shall have the right to deduct and withhold from any disbursement of Escrow Funds such amounts as may be required to be deducted and withheld under the Internal Revenue Code of 1986, as amended, or under any applicable federal, state, local, or foreign tax law, regulation, or ruling. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Escrow Agreement as having been disbursed to the Party or payee in respect of which such deduction and withholding was made. Each Party shall provide the Escrow Agent with a completed and executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) or applicable Form W-8 (for non-U.S. persons) prior to any disbursement from the Escrow Account. TSL shall provide a completed and executed IRS Form W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting — Entities) or such other applicable form reflecting its status as a Greek entity, together with any applicable treaty documentation. For informational purposes, TSL's Greek Tax Identification Number (AFM) is 998342671, and Northwind's marshall Islands Entity Number is MI-94827. The Escrow Agent shall report any interest or other income earned on the Escrow Funds to the Internal Revenue Service as required by applicable law, and each Party agrees to cooperate with the Escrow Agent in connection with any such reporting obligations.

3.5 Final Disbursement and Termination.

Upon the disbursement of all Escrow Funds from the Escrow Account (including the final Installment Payment and all accrued and unpaid interest), the Escrow Agent shall deliver a written confirmation of final disbursement to all Parties and their respective counsel at the addresses set forth in Article 9. Such confirmation shall include the date and amount of the final disbursement, the aggregate amount of all disbursements made from the Escrow Account, and a final accounting of interest earned. This Escrow Agreement shall terminate automatically upon the complete disbursement of all Escrow Funds and the delivery of such written confirmation, subject, however, to the survival of the indemnification obligations set forth in Article 7 and any other provisions of this Escrow Agreement that by their terms survive termination.

ARTICLE 4 — INVESTMENT OF ESCROW FUNDS

4.1 Investment Direction.

Unless otherwise directed by Joint Written Instructions, the Escrow Agent shall invest and reinvest the Escrow Funds, pending disbursement, in one or more of the following categories of investments:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, having maturities not exceeding one hundred eighty (180) days from the date of acquisition;

(b) certificates of deposit, demand deposit accounts, or money market accounts at Atlantic Fiduciary Trust Company or at another federally insured depository institution organized under the laws of the United States or any state thereof and having total assets exceeding Ten Billion Dollars ($10,000,000,000); or

(c) money market mutual funds that invest exclusively in obligations described in clause (a) above and that maintain a constant net asset value per share.

The Escrow Agent shall not invest any Escrow Funds in equities, derivative instruments, auction rate securities, or any instruments with maturities exceeding one hundred eighty (180) days from the date of acquisition, unless the Escrow Agent has received Joint Written Instructions specifically authorizing such investment. The Escrow Agent shall have no responsibility for determining the tax consequences of any investment made or action taken hereunder.

4.2 Earnings.

All interest, dividends, and other income earned on the investment of the Escrow Funds shall be added to and become part of the Escrow Funds. The allocation of interest and other income earned on the Escrow Funds as between TSL and Northwind shall be governed by Joint Written Instructions; in the absence of such Joint Written Instructions, all interest and other income shall be disbursed to Northwind together with each corresponding Installment Payment, pro rata based on the amount and duration of each Installment Payment held in escrow.

4.3 Investment Risk.

The Escrow Agent shall not be liable for any loss of principal or income resulting from any investment made in accordance with this Article 4, provided that such investment was made in compliance with the investment criteria set forth in Section 4.1 or in accordance with Joint Written Instructions. TSL and Northwind acknowledge that the Escrow Agent is not acting as an investment adviser hereunder and that the Escrow Agent makes no representations as to the yield, return, safety, or suitability of any investment. The Parties further acknowledge that certain investments described in Section 4.1 may result in investment losses and that the Escrow Agent shall bear no liability for any such losses.

ARTICLE 5 — ESCROW AGENT PROVISIONS

5.1 Duties and Responsibilities.

The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Escrow Agreement and shall have no duty to perform any other acts or obligations. The Escrow Agent acts solely as a stakeholder and depository hereunder and is not a party to, and is not bound by, the Settlement Agreement or any other agreement between TSL and Northwind, except to the extent of this Escrow Agreement. The Escrow Agent shall have no duty or obligation to verify the authority, identity, or rights of any person acting or purporting to act on behalf of any Party, provided that the Escrow Agent acts in good faith reliance on written instructions that appear on their face to be genuine and to have been properly executed by the persons authorized to give such instructions. The Escrow Agent shall have no duty to interpret or enforce the terms of the Settlement Agreement, to determine whether any condition to disbursement has been satisfied (other than the receipt of Joint Written Instructions), or to inquire into the merits of the Action or the settlement thereof. The Escrow Agent shall have no liability whatsoever arising from the terms of the Settlement Agreement.

5.2 Reliance.

The Escrow Agent may rely, and shall be fully protected in relying, upon any notice, instruction, request, certificate, consent, statement, or other instrument or document believed by it in good faith to be genuine and to have been signed, sent, or presented by the proper person or entity. The Escrow Agent may consult with legal counsel of its own selection (including in-house counsel) at any time and shall not be liable for any action taken, suffered, or omitted by it in good faith in accordance with the advice of such counsel. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, this Escrow Agreement, or any duty hereunder, and shall not be required to defend any legal proceeding that may be instituted against it with respect to the subject matter of this Escrow Agreement unless and until it has been indemnified to its reasonable satisfaction pursuant to Article 7.

5.3 Escrow Agent Fees and Expenses.

TSL shall pay the Escrow Agent's fees and expenses in connection with this Escrow Agreement, as set forth in the Fee Schedule attached hereto as Exhibit C. Such fees and expenses shall include, without limitation: (a) an initial acceptance fee payable upon execution of this Escrow Agreement; (b) an annual administration fee, pro-rated for any partial year during the term of this Escrow Agreement; (c) wire transfer fees for each outgoing wire transfer from the Escrow Account; and (d) all reasonable out-of-pocket expenses incurred by the Escrow Agent in connection with the performance of its duties hereunder, including reasonable legal fees and expenses incurred in connection with the Escrow Agent's duties. All fees and expenses shall be paid directly by TSL and shall not be deducted from the Escrow Funds; provided, however, that in the event TSL defaults on any fee payment and fails to cure such default within ten (10) Business Days following written notice from the Escrow Agent to all Parties, the Escrow Agent shall be entitled to deduct the unpaid fees and expenses from the Escrow Funds. Any such deduction shall be promptly reported in writing to all Parties and their respective counsel. All inquiries regarding fees and invoices should be directed to Martin Schreiber, Vice President, Escrow Services, Atlantic Fiduciary Trust Company, at the address set forth in Article 9.

5.4 Resignation and Removal.

The Escrow Agent may resign at any time by providing thirty (30) days' prior written notice to TSL and Northwind (and their respective counsel) at the addresses set forth in Article 9. TSL and Northwind, acting jointly by Joint Written Instructions, may remove the Escrow Agent at any time by providing thirty (30) days' prior written notice to the Escrow Agent. Upon the effective date of any such resignation or removal, the Escrow Agent shall deliver the Escrow Funds (together with a final accounting of all amounts received, invested, earned, disbursed, and then held) to a successor escrow agent designated by Joint Written Instructions; provided, however, that if no successor escrow agent is designated by Joint Written Instructions within thirty (30) days following the effective date of such resignation or removal, the Escrow Agent may deposit the Escrow Funds into the registry of a court of competent jurisdiction and shall thereupon be fully and finally discharged from all further obligations and liabilities under this Escrow Agreement. Upon delivery of the Escrow Funds to a successor escrow agent or deposit into a court registry, the resigning or removed Escrow Agent shall be released from all duties and responsibilities under this Escrow Agreement, except with respect to any pending claims for fees, expenses, or indemnification.

5.5 Merger or Consolidation.

Any corporation or other entity into which the Escrow Agent may be merged, converted, or consolidated, or any corporation or entity resulting from any merger, conversion, or consolidation to which the Escrow Agent is a party, or any corporation or entity to which all or substantially all of the escrow business of the Escrow Agent may be transferred, shall be the Escrow Agent hereunder without the execution or filing of any instrument or the performance of any further act on the part of any of the Parties.

ARTICLE 6 — LIMITATION OF LIABILITY

6.1 Standard of Care.

The Escrow Agent shall not be liable for any act or omission in connection with this Escrow Agreement or the Escrow Funds, except for losses directly resulting from the Escrow Agent's own gross negligence, willful misconduct, or fraud, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, the Escrow Agent shall not be liable for any loss of Escrow Funds resulting from the insolvency, failure, or default of any depository institution, investment vehicle, or counterparty, provided that the Escrow Agent acted in accordance with the investment criteria set forth in Article 4 or in accordance with Joint Written Instructions.

6.2 Force Majeure.

The Escrow Agent shall not be liable for any failure or delay in the performance of its obligations under this Escrow Agreement to the extent that such failure or delay results from circumstances beyond the Escrow Agent's reasonable control, including but not limited to acts of God, flood, fire, earthquake, hurricane, or other natural disaster; epidemic, pandemic, or public health emergency; war, invasion, hostilities, terrorist threats or acts, riot, or other civil unrest; government order, law, or regulation; embargo, blockade, or sanctions; strike, lockout, or other labor dispute; failure or interruption of communication, computer, or power supply systems; or any other event or condition analogous to the foregoing. In the event of any such force majeure event, the Escrow Agent shall use commercially reasonable efforts to resume performance of its obligations as promptly as practicable.

6.3 No Consequential Damages.

IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE TO ANY PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF OPPORTUNITY, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND REGARDLESS OF WHETHER THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ARTICLE 7 — INDEMNIFICATION

7.1 Indemnification of Escrow Agent.

TSL and Northwind, jointly and severally, shall indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, agents, successors, and assigns (collectively, the "Escrow Agent Indemnitees") from and against any and all losses, liabilities, claims, actions, suits, proceedings, demands, damages, costs, charges, and expenses of every nature and character (including reasonable attorneys' fees and expenses, court costs, and the costs of appellate proceedings) that may be imposed upon, incurred by, or asserted against any Escrow Agent Indemnitee arising out of, in connection with, or related to the acceptance of or the performance or non-performance of the Escrow Agent's duties under this Escrow Agreement, including any litigation arising from this Escrow Agreement or the Escrow Funds, except to the extent that any such loss, liability, claim, damage, cost, or expense is finally determined by a court of competent jurisdiction (in a judgment that is no longer subject to appeal) to have resulted directly from the Escrow Agent's own gross negligence, willful misconduct, or fraud.

As between TSL and Northwind, and without affecting the joint and several liability of TSL and Northwind to the Escrow Agent Indemnitees, the indemnification obligations under this Section 7.1 shall be borne equally (fifty percent (50%) each) by TSL and Northwind, unless the loss, liability, claim, damage, cost, or expense arises solely from the act, omission, or default of one Party, in which case such Party shall bear the entirety of the indemnification obligation. Nothing in this Section 7.1 shall be construed to limit or modify any indemnification, contribution, or reimbursement rights as between TSL and Northwind under the Settlement Agreement.

7.2 Survival.

The indemnification obligations set forth in this Article 7 shall survive the termination of this Escrow Agreement, the final disbursement of all Escrow Funds, and the resignation or removal of the Escrow Agent, and shall remain in full force and effect until the expiration of any applicable statute of limitations with respect to any claim that may be asserted against any Escrow Agent Indemnitee.

ARTICLE 8 — REPRESENTATIONS AND WARRANTIES

8.1 Representations and Warranties of TSL.

TSL hereby represents and warrants to Northwind and to the Escrow Agent as follows:

(a) TSL is a Société Anonyme duly organized, validly existing, and in good standing under the laws of the Hellenic Republic.

(b) TSL has full corporate power and authority to execute and deliver this Escrow Agreement and to perform its obligations hereunder.

(c) The execution, delivery, and performance of this Escrow Agreement by TSL have been duly authorized by all necessary corporate action, including the approval of TSL's Board of Directors pursuant to a resolution dated October 18, 2024, authorizing the settlement of the Action in an amount not to exceed Eight Million Five Hundred Thousand Dollars ($8,500,000) and the execution of all agreements and instruments related thereto.

(d) This Escrow Agreement constitutes a legal, valid, and binding obligation of TSL, enforceable against TSL in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and by general principles of equity.

(e) The execution, delivery, and performance of this Escrow Agreement by TSL do not and will not violate, conflict with, or result in a breach of, any provision of TSL's articles of association, any applicable law or regulation, or any material agreement or instrument to which TSL is a party or by which it is bound.

(f) TSL's registered agent for service of process in the State of New York is Piraeus Global Agency Corp., 30 Broad Street, Suite 1410, New York, NY 10004.

8.2 Representations and Warranties of Northwind.

Northwind hereby represents and warrants to TSL and to the Escrow Agent as follows:

(a) 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).

(b) Northwind has full corporate power and authority to execute and deliver this Escrow Agreement and to perform its obligations hereunder.

(c) The execution, delivery, and performance of this Escrow Agreement by Northwind have been duly authorized by all necessary corporate action.

(d) This Escrow Agreement constitutes a legal, valid, and binding obligation of Northwind, enforceable against Northwind in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and by general principles of equity.

(e) The execution, delivery, and performance of this Escrow Agreement by Northwind do not and will not violate, conflict with, or result in a breach of, any provision of Northwind's articles of incorporation or bylaws, any applicable law or regulation, or any material agreement or instrument to which Northwind is a party or by which it is bound.

8.3 Representations and Warranties of Escrow Agent.

The Escrow Agent hereby represents and warrants to TSL and Northwind as follows:

(a) The Escrow Agent is a trust company duly organized, validly existing, and in good standing under the laws of the State of New York.

(b) The Escrow Agent has full power and authority to act as escrow agent under this Escrow Agreement and to perform its obligations hereunder.

(c) The Escrow Agent will establish and maintain the Escrow Account in accordance with all applicable federal and state laws and banking regulations.

(d) The execution, delivery, and performance of this Escrow Agreement by the Escrow Agent have been duly authorized by all necessary corporate action.

ARTICLE 9 — NOTICES

9.1 General Notice Provisions.

All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Escrow Agreement shall be in writing and shall be delivered by hand delivery, by nationally recognized overnight courier service (such as Sundial Data Systems, Halcyon Partners LLC, or Tarrant & Co.), or by electronic mail (with confirmation of receipt requested), addressed as follows:

If to TSL (Depositor):

Thalassa Shipping & Logistics SA 42 Akti Miaouli Piraeus 185 38, Greece

Attention: Markos Theodorakis, General Counsel

With a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP One Liberty Plaza, 50th Floor New York, NY 10006

Attention: Douglas Carmichael, Esq.

If to Northwind (Beneficiary):

Northwind Maritime Corporation 1700 Harbor Gateway, Suite 500 Stamford, CT 06902

Attention: Richard Hartnett, General Counsel

With a copy (which shall not constitute notice) to:

Hargrove, Delacroix & Stern LLP 600 Lexington Avenue, 28th Floor New York, NY 10022

Attention: Margaret Delacroix, Esq.

If to the Escrow Agent:

Atlantic Fiduciary Trust Company 60 Wall Street, Suite 2800 New York, NY 10005

Attention: Martin Schreiber, Vice President, Escrow Services

Any Party may change its address or contact information for purposes of this Article 9 by providing written notice thereof to the other Parties in accordance with this Section 9.1.

9.2 Effectiveness of Notice.

Any notice given in accordance with Section 9.1 shall be deemed to have been given and shall be effective: (a) upon receipt, if delivered by hand or by electronic mail with confirmation of receipt; or (b) on the first Business Day following the date of deposit with a nationally recognized overnight courier service, with all charges prepaid or billed to the sender. Notices delivered by electronic mail after 5:00 p.m. (Eastern Time) on a Business Day, or at any time on a day that is not a Business Day, shall be deemed received on the next succeeding Business Day.

ARTICLE 10 — GENERAL PROVISIONS

10.1 Governing Law.

This Escrow Agreement shall be governed by, and construed and enforced in accordance with, the internal 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.

10.2 Jurisdiction and Venue.

Any dispute, claim, or controversy arising out of or relating to this Escrow Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Section 10.2, shall be submitted to the exclusive jurisdiction of the Supreme Court of the State of New York, New York County, or the United States District Court for the Southern District of New York, and each Party hereby irrevocably and unconditionally submits to the personal jurisdiction of such courts for purposes of any such action, suit, or proceeding. Each Party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Escrow Agreement in any such court, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Without limiting the foregoing, the Parties acknowledge that the Supreme Court of the State of New York, New York County, Part 49 (Hon. Justice presiding), retains jurisdiction for a period of one hundred eighty (180) days following the Effective Date to enforce the terms of the Settlement Agreement pursuant to the Stipulation and Order Retaining Jurisdiction filed or to be filed in the Action.

10.3 Entire Agreement.

This Escrow Agreement, including the Exhibits attached hereto and made a part hereof, together with the Settlement Agreement, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, representations, warranties, and agreements among the Parties, whether written or oral, relating to such subject matter. No Party has relied on any representation or warranty not expressly set forth in this Escrow Agreement.

10.4 Amendments and Waivers.

This Escrow Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by all three Parties. No waiver of any provision of this Escrow Agreement shall be effective unless made in writing and signed by the Party against whom enforcement of such waiver is sought. No waiver of any provision shall be deemed a waiver of any other provision or of the same provision on any subsequent occasion. No failure or delay by any Party in exercising any right, power, or remedy under this Escrow Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

10.5 Counterparts.

This Escrow Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Escrow Agreement by facsimile, electronic mail in portable document format (.pdf), or other electronic transmission shall be deemed to be the equivalent of delivery of an original executed counterpart. Electronic signatures and PDF signatures shall be deemed original signatures for all purposes of this Escrow Agreement and shall be sufficient to bind each Party.

10.6 Severability.

If any term, provision, covenant, or restriction of this Escrow Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the Parties shall use commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such invalid, illegal, void, or unenforceable term or provision.

10.7 Assignment.

No Party may assign, transfer, delegate, or otherwise dispose of any of its rights, interests, or obligations under this Escrow Agreement without the prior written consent of the other Parties hereto, and any purported assignment in violation of this Section 10.7 shall be null and void; provided, however, that the Escrow Agent may assign its rights and obligations to a successor entity as provided in Sections 5.4 and 5.5 without the consent of TSL or Northwind. Subject to the foregoing, this Escrow Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

10.8 Headings.

The article and section headings contained in this Escrow Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Escrow Agreement. References to "Articles," "Sections," and "Exhibits" are to the articles, sections, and exhibits of this Escrow Agreement, unless otherwise specified.

10.9 Confidentiality.

The existence and terms of this Escrow Agreement, including the Settlement Amount and the Installment Payment schedule, shall be subject to and governed by the confidentiality provisions set forth in the Settlement Agreement. Notwithstanding the foregoing, each Party may disclose the existence and terms of this Escrow Agreement:

(a) to its insurers, including Oceanus Mutual Protection & Indemnity Club, Fortis Marine Underwriters Ltd., and Castellan Professional Liability Insurers Ltd.;

(b) to its lenders, including Meridian Capital Bank AG, as required by Section 8.14 (Litigation Reporting Covenant) of the Credit Agreement dated April 1, 2019 among TSL, as borrower, and Meridian Capital Bank AG, as administrative agent and lender;

(d) to its legal counsel, financial advisors, and other professional advisors retained in connection with the Action, the Settlement Agreement, or this Escrow Agreement;

(e) to governmental or regulatory authorities as required by applicable law, rule, or regulation; and

(f) as required by order of any court or tribunal of competent jurisdiction.

The Escrow Agent shall maintain the confidentiality of the Escrow Funds and all information received in connection with its duties hereunder, subject to its obligations under applicable law and regulations and its right to disclose such information to its legal counsel and auditors.

10.10 No Third-Party Beneficiaries.

This Escrow Agreement is not intended to, and shall not, confer any rights, benefits, or remedies upon any person or entity other than the Parties hereto and their respective successors and permitted assigns; provided, however, that Oceanus Mutual Protection & Indemnity Club shall be a permitted depositor under Section 2.2 with respect to the P&I Contribution, and the Escrow Agent shall accept deposits from Oceanus Mutual Protection & Indemnity Club in satisfaction of TSL's deposit obligations to the extent of the P&I Contribution. Nothing in this Escrow Agreement shall be construed to create any duty, obligation, or liability of the Escrow Agent to Oceanus Mutual Protection & Indemnity Club or any other third party.

10.11 Relationship of This Agreement to the Settlement Agreement.

This Escrow Agreement is entered into pursuant to and in furtherance of the settlement of the Action as contemplated by the Settlement Agreement. In the event of any conflict or inconsistency between the terms and provisions of this Escrow Agreement and the terms and provisions of the Settlement Agreement, the Settlement Agreement shall control and govern as between TSL and Northwind; provided, however, that the rights, duties, obligations, and liabilities of the Escrow Agent shall be determined solely by reference to this Escrow Agreement, and no provision of the Settlement Agreement shall be deemed to impose any duty or obligation upon the Escrow Agent beyond those expressly set forth in this Escrow Agreement.

[Remainder of page intentionally left blank. Signature pages follow.]

SIGNATURE PAGE TO ESCROW AGREEMENT

IN WITNESS WHEREOF, the Parties hereto have caused this Escrow Agreement to be duly executed and delivered as of the date first written above.

THALASSA SHIPPING & LOGISTICS SA

By: ________

Name: Alexandros Stavridis

Title: Chairman and Chief Executive Officer

Date: ________

SIGNATURE PAGE TO ESCROW AGREEMENT

NORTHWIND MARITIME CORPORATION

By: ________

Name: Viktor Lindgren

Title: President and Managing Director

Date: ________

SIGNATURE PAGE TO ESCROW AGREEMENT

ATLANTIC FIDUCIARY TRUST COMPANY, as Escrow Agent

By: ________

Name: Martin Schreiber

Title: Vice President, Escrow Services

Date: ________

EXHIBIT A

WIRE TRANSFER INSTRUCTIONS FOR ESCROW ACCOUNT

All deposits into the Escrow Account shall be made by wire transfer of immediately available funds in accordance with the following instructions:

All wire transfers should include the reference line noted above to ensure proper crediting to the Escrow Account. Questions regarding wire instructions should be directed to Martin Schreiber, Vice President, Escrow Services, Atlantic Fiduciary Trust Company, at the contact information set forth in Article 9 of this Escrow Agreement.

EXHIBIT B

WIRE TRANSFER INSTRUCTIONS FOR NORTHWIND (BENEFICIARY)

All disbursements to Northwind Maritime Corporation shall be made by wire transfer of immediately available funds in accordance with the following instructions:

ESCROW AGREEMENT
DRAFT — For Discussion Purposes Only
Dated as of November 8, 2024
CONFIDENTIAL TREATMENT REQUESTED — This draft Escrow Agreement is circulated for discussion purposes only and does not constitute a binding agreement among the parties. All terms remain subject to final negotiation and execution.
This ESCROW AGREEMENT (this "Agreement" or "Escrow Agreement") is made and entered into as of November 8, 2024, by and among:
(1) THALASSA SHIPPING & LOGISTICS SA, a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its principal office at 42 Akti Miaouli, Piraeus 185 38, Greece (hereinafter referred to as "TSL" or the "Depositor");
(2) NORTHWIND MARITIME CORPORATION, a corporation organized and existing under the laws of the Republic of the marshall Islands, with its principal office at 1700 Harbor Gateway, Suite 500, Stamford, CT 06902 (hereinafter referred to as "Northwind" or the "Beneficiary"); and
(3) ATLANTIC FIDUCIARY TRUST COMPANY, a trust company organized and existing under the laws of the State of New York, with offices at 60 Wall Street, Suite 2800, New York, NY 10005 (hereinafter referred to as the "Escrow Agent").
TSL, Northwind, and the Escrow Agent are sometimes referred to herein collectively as the "Parties" and individually as a "Party."
Aegean Fortuna Shipholding Ltd., a limited liability company incorporated in the Republic of Liberia (Liberian Registration No. LR-C-20167845), is a co-defendant in the Action (as defined below) and joins this Agreement through the Settlement Agreement (as defined below) and is bound by the terms thereof. TSL acts on behalf of itself and Aegean Fortuna Shipholding Ltd. for all purposes of this Escrow Agreement, and all references to TSL herein shall be deemed to include Aegean Fortuna Shipholding Ltd. unless the context otherwise requires.
RECITALS
WHEREAS, Northwind commenced an action styled Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, in the Supreme Court of the State of New York, New York County, Commercial Division, Part 49 (the "Action"), asserting claims for breach of contract, unjust enrichment, and related causes of action against TSL and Aegean Fortuna Shipholding Ltd.;
WHEREAS, the Action arises out of a time charter-party dated December 3, 2020 (Charter-Party Reference No. NW-TSL-CP-2020-1203) for the vessel M/V Aegean Fortuna (IMO No. 9847231), including disputes concerning off-hire deductions, maintenance and repair obligations, and related performance claims under such charter-party;
WHEREAS, the parties to the Action have reached a settlement in principle as memorialized in a Mediator's Term Sheet dated October 29, 2024, signed by counsel for both parties following mediation conducted before the Honorable Gerald K. Fitzpatrick (Ret.) of Bayside Dispute Resolution Services LLC;
WHEREAS, TSL and Northwind intend to enter into a Settlement Agreement and Mutual General Release (the "Settlement Agreement") providing for the payment by TSL to Northwind of a total settlement amount of Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000) (the "Settlement Amount"), payable in three installments as more particularly described herein;
WHEREAS, the Settlement Agreement requires that all settlement payments be deposited into escrow with the Escrow Agent and released to Northwind upon joint instruction of TSL and Northwind or as otherwise provided herein, in order to provide assurance of payment and an orderly mechanism for the disbursement of settlement funds;
WHEREAS, the Escrow Agent is willing to act as escrow agent and to hold, invest, and disburse the escrowed funds in accordance with the terms and conditions set forth in this Escrow Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
As used in this Escrow Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Settlement Agreement.
1.1 "Action" means 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.
1.2 "Beneficiary" means Northwind Maritime Corporation.
1.3 "Business Day" means any day other than a Saturday, Sunday, or legal holiday on which banking institutions in New York, New York are required or authorized by law or executive order to be closed.
1.4 "Depositor" means Thalassa Shipping & Logistics SA, acting on behalf of itself and Aegean Fortuna Shipholding Ltd.
1.5 "Effective Date" means the date of full execution of the Settlement Agreement by all parties thereto (i.e., TSL, Aegean Fortuna Shipholding Ltd., and Northwind).
1.6 "Escrow Account" means the segregated interest-bearing escrow account established and maintained by the Escrow Agent at Atlantic Fiduciary Trust Company, designated as Account No. ESC-2024-NYK-08831, as more particularly described in Section 2.1.
1.7 "Escrow Agent" means Atlantic Fiduciary Trust Company, a trust company organized under the laws of the State of New York.
1.8 "Escrow Funds" means all funds deposited in the Escrow Account from time to time, together with any interest, dividends, or other income earned thereon, as such amount may be reduced by disbursements made in accordance with this Escrow Agreement.
1.9 "Installment Payments" means the three scheduled deposits described in Section 2.2 hereof, comprising the First Installment, the Second Installment, and the Third Installment.
1.10 "Joint Written Instructions" means written instructions signed by authorized representatives of both TSL and Northwind (or their respective counsel of record — Calderwood & Harkness LLP, on behalf of TSL, and Hargrove, Delacroix & Stern LLP, on behalf of Northwind — acting on their behalf pursuant to the authorizations set forth in Section 9.1 hereof), directing the Escrow Agent to disburse or take other action with respect to the Escrow Funds. The form of Joint Written Instructions is attached hereto as Exhibit D.
1.11 "P&I Contribution" means the Two Million Five Hundred Thousand Dollar ($2,500,000) contribution to the Settlement Amount by Oceanus Mutual Protection & Indemnity Club (Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda) under Policy No. OCE-P&I-2020-TSL-0047, subject to Oceanus Board approval as contemplated by the Settlement Agreement.
1.12 "Settlement Agreement" means the Settlement Agreement and Mutual General Release among TSL, Aegean Fortuna Shipholding Ltd., and Northwind, dated on or about November 20, 2024 (or such other date as the parties thereto may execute the same), as the same may be amended, supplemented, or modified from time to time in accordance with its terms.
1.13 "Settlement Amount" means Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000) in the aggregate, as more particularly described in Section 2.2.
ARTICLE 2 — ESTABLISHMENT OF ESCROW; DEPOSITS
2.1 Establishment of Escrow Account.
Promptly following the execution of this Escrow Agreement and in any event no later than three (3) Business Days following the Effective Date, the Escrow Agent shall establish and maintain a segregated, interest-bearing escrow account, designated as Escrow Account No. ESC-2024-NYK-08831, at its offices at 60 Wall Street, Suite 2800, New York, NY 10005. The Escrow Account shall be maintained in the name of "Atlantic Fiduciary Trust Company, as Escrow Agent, for the benefit of Northwind Maritime Corporation and Thalassa Shipping & Logistics SA." The Escrow Agent shall hold the Escrow Funds in the Escrow Account separate and apart from all other funds held by the Escrow Agent, and the Escrow Funds shall not be subject to any lien, attachment, trustee process, or any other judicial process of any creditor of any Party. The Escrow Funds shall be held in a federally insured deposit account or invested as provided in Article 4 hereof.
2.2 Deposit Schedule.
TSL (or its designee, including Oceanus Mutual Protection & Indemnity Club with respect to the P&I Contribution) shall deposit funds into the Escrow Account by wire transfer of immediately available funds in accordance with the following schedule:
(a) First Installment. Four Million Dollars ($4,000,000), due and payable no later than thirty (30) days following the Effective Date.
(b) Second Installment. Two Million Dollars ($2,000,000), due and payable no later than ninety (90) days following the Effective Date.
(c) Third Installment. One Million Eight Hundred Fifty Thousand Dollars ($1,850,000), due and payable no later than one hundred fifty (150) days following the Effective Date.
The aggregate of all Installment Payments shall equal the Settlement Amount of $7,850,000 (i.e., $4,000,000 + $2,000,000 + $1,850,000 = $7,850,000).
For informational purposes only, and without creating any obligation on the part of the Escrow Agent to monitor or verify the same, TSL has represented to Northwind that (i) TSL corporate funds account for Five Million Three Hundred Fifty Thousand Dollars ($5,350,000) of the Settlement Amount and (ii) the remaining Two Million Five Hundred Thousand Dollars ($2,500,000) constitutes the P&I Contribution from Oceanus Mutual Protection & Indemnity Club under Policy No. OCE-P&I-2020-TSL-0047. The source of funds deposited into the Escrow Account is immaterial to the Escrow Agent's obligations hereunder, and the Escrow Agent shall not be required to verify, monitor, or inquire into the source of any deposit. The Escrow Agent's sole obligation with respect to deposits is to confirm receipt as provided in Section 2.3.
2.3 Method of Deposit.
All deposits into the Escrow Account shall be made by wire transfer of immediately available funds in United States Dollars to the Escrow Account using the wire transfer instructions provided by the Escrow Agent in Exhibit A attached hereto. The Escrow Agent shall confirm receipt of each deposit in writing (which may be by electronic mail) to both of the following within two (2) Business Days of receipt:
(a) TSL, c/o Calderwood & Harkness LLP, Attention: Douglas Carmichael, Esq., One Liberty Plaza, 50th Floor, New York, NY 10006; and
(b) Northwind, c/o Hargrove, Delacroix & Stern LLP, Attention: Margaret Delacroix, Esq., 600 Lexington Avenue, 28th Floor, New York, NY 10022.
Each such confirmation shall set forth the amount of the deposit received, the date of receipt, and the aggregate balance of the Escrow Funds as of the date of such confirmation.
2.4 Late Deposits.
If any Installment Payment is not deposited into the Escrow Account within the time period specified in Section 2.2, the Escrow Agent shall promptly (and in any event within two (2) Business Days following the applicable due date) notify both TSL and Northwind (and their respective counsel at the addresses set forth in Article 9) in writing of the non-receipt of such Installment Payment. Notwithstanding the foregoing, a late deposit shall not relieve TSL of its payment obligations under the Settlement Agreement, and Northwind reserves all rights and remedies available to it under the Settlement Agreement in the event of a default in the timely payment of any Installment Payment, including without limitation the right to seek entry of a consent judgment for the unpaid balance of the Settlement Amount plus interest at the rate of nine percent (9%) per annum (the New York statutory rate), as provided in Section 7.3 of the Settlement Agreement. The Escrow Agent shall have no obligation to enforce the payment obligations of TSL under the Settlement Agreement or to take any action with respect to any late deposit other than providing the notice described in this Section 2.4.
ARTICLE 3 — DISBURSEMENT OF ESCROW FUNDS
3.1 Disbursement Upon Joint Written Instructions.
The Escrow Agent shall disburse Escrow Funds (including any accrued interest thereon) solely upon receipt of Joint Written Instructions signed by authorized representatives of both TSL (or Calderwood & Harkness LLP on its behalf) and Northwind (or Hargrove, Delacroix & Stern LLP on its behalf). Each set of Joint Written Instructions shall specify: (a) the amount to be disbursed; (b) the identity of the payee or payees; (c) the wire transfer or other payment instructions for each payee; and (d) the requested date of disbursement. The Escrow Agent shall not disburse any Escrow Funds except as expressly provided in this Article 3.
3.2 Disbursement to Northwind.
Upon receipt of each Installment Payment into the Escrow Account and upon receipt of conforming Joint Written Instructions, the Escrow Agent shall disburse the applicable Installment Payment, together with any accrued interest attributable thereto (unless the Joint Written Instructions direct otherwise with respect to the allocation or disposition of interest), to Northwind by wire transfer of immediately available funds to the account designated by Northwind in Exhibit B attached hereto (or to such other account as Northwind may designate by written notice to the Escrow Agent and TSL, provided that such notice is received by the Escrow Agent at least five (5) Business Days prior to the date of the requested disbursement). Disbursement shall occur within three (3) Business Days of the Escrow Agent's receipt of conforming Joint Written Instructions, provided that no disbursement shall be made until the Escrow Agent has confirmed that immediately available funds in the applicable amount are on deposit in the Escrow Account.
3.3 Disbursement in the Event of Dispute.
If the Escrow Agent receives conflicting instructions from TSL and Northwind, or if the Escrow Agent receives any instructions that it believes, in its sole and reasonable discretion, to be ambiguous, uncertain, or in conflict with the terms of this Escrow Agreement, or if the Escrow Agent is otherwise uncertain as to its duties or obligations hereunder, the Escrow Agent shall be entitled, in its sole discretion, to take any one or more of the following actions:
(a) refrain from taking any action with respect to the Escrow Funds (other than continuing to hold and invest the same in accordance with Article 4) until the Escrow Agent receives Joint Written Instructions resolving the conflict or uncertainty, or a final, non-appealable order of a court of competent jurisdiction directing the disbursement of the Escrow Funds;
(b) deposit or interplead all or any portion of the Escrow Funds into the registry of the Supreme Court of the State of New York, New York County (which retains jurisdiction for one hundred eighty (180) days following the Effective Date to enforce the Settlement Agreement pursuant to the Stipulation and Order Retaining Jurisdiction), and interplead the Parties, whereupon the Escrow Agent shall be fully and finally discharged from any and all further liability hereunder with respect to the Escrow Funds so deposited; or
(c) comply with the terms of any final, non-appealable order of a court of competent jurisdiction directing the disbursement, retention, or other disposition of the Escrow Funds.
In the event the Escrow Agent interpleads the Escrow Funds as provided in clause (b) above, the Escrow Agent shall be entitled to recover its reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection with such interpleader action from the Escrow Funds prior to depositing the same into the court registry, or from TSL and Northwind jointly and severally pursuant to Article 7.
3.4 Tax Withholding.
The Escrow Agent shall have the right to deduct and withhold from any disbursement of Escrow Funds such amounts as may be required to be deducted and withheld under the Internal Revenue Code of 1986, as amended, or under any applicable federal, state, local, or foreign tax law, regulation, or ruling. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Escrow Agreement as having been disbursed to the Party or payee in respect of which such deduction and withholding was made. Each Party shall provide the Escrow Agent with a completed and executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) or applicable Form W-8 (for non-U.S. persons) prior to any disbursement from the Escrow Account. TSL shall provide a completed and executed IRS Form W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting — Entities) or such other applicable form reflecting its status as a Greek entity, together with any applicable treaty documentation. For informational purposes, TSL's Greek Tax Identification Number (AFM) is 998342671, and Northwind's marshall Islands Entity Number is MI-94827. The Escrow Agent shall report any interest or other income earned on the Escrow Funds to the Internal Revenue Service as required by applicable law, and each Party agrees to cooperate with the Escrow Agent in connection with any such reporting obligations.
3.5 Final Disbursement and Termination.
Upon the disbursement of all Escrow Funds from the Escrow Account (including the final Installment Payment and all accrued and unpaid interest), the Escrow Agent shall deliver a written confirmation of final disbursement to all Parties and their respective counsel at the addresses set forth in Article 9. Such confirmation shall include the date and amount of the final disbursement, the aggregate amount of all disbursements made from the Escrow Account, and a final accounting of interest earned. This Escrow Agreement shall terminate automatically upon the complete disbursement of all Escrow Funds and the delivery of such written confirmation, subject, however, to the survival of the indemnification obligations set forth in Article 7 and any other provisions of this Escrow Agreement that by their terms survive termination.
ARTICLE 4 — INVESTMENT OF ESCROW FUNDS
4.1 Investment Direction.
Unless otherwise directed by Joint Written Instructions, the Escrow Agent shall invest and reinvest the Escrow Funds, pending disbursement, in one or more of the following categories of investments:
(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, having maturities not exceeding one hundred eighty (180) days from the date of acquisition;
(b) certificates of deposit, demand deposit accounts, or money market accounts at Atlantic Fiduciary Trust Company or at another federally insured depository institution organized under the laws of the United States or any state thereof and having total assets exceeding Ten Billion Dollars ($10,000,000,000); or
(c) money market mutual funds that invest exclusively in obligations described in clause (a) above and that maintain a constant net asset value per share.
The Escrow Agent shall not invest any Escrow Funds in equities, derivative instruments, auction rate securities, or any instruments with maturities exceeding one hundred eighty (180) days from the date of acquisition, unless the Escrow Agent has received Joint Written Instructions specifically authorizing such investment. The Escrow Agent shall have no responsibility for determining the tax consequences of any investment made or action taken hereunder.
4.2 Earnings.
All interest, dividends, and other income earned on the investment of the Escrow Funds shall be added to and become part of the Escrow Funds. The allocation of interest and other income earned on the Escrow Funds as between TSL and Northwind shall be governed by Joint Written Instructions; in the absence of such Joint Written Instructions, all interest and other income shall be disbursed to Northwind together with each corresponding Installment Payment, pro rata based on the amount and duration of each Installment Payment held in escrow.
4.3 Investment Risk.
The Escrow Agent shall not be liable for any loss of principal or income resulting from any investment made in accordance with this Article 4, provided that such investment was made in compliance with the investment criteria set forth in Section 4.1 or in accordance with Joint Written Instructions. TSL and Northwind acknowledge that the Escrow Agent is not acting as an investment adviser hereunder and that the Escrow Agent makes no representations as to the yield, return, safety, or suitability of any investment. The Parties further acknowledge that certain investments described in Section 4.1 may result in investment losses and that the Escrow Agent shall bear no liability for any such losses.
ARTICLE 5 — ESCROW AGENT PROVISIONS
5.1 Duties and Responsibilities.
The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Escrow Agreement and shall have no duty to perform any other acts or obligations. The Escrow Agent acts solely as a stakeholder and depository hereunder and is not a party to, and is not bound by, the Settlement Agreement or any other agreement between TSL and Northwind, except to the extent of this Escrow Agreement. The Escrow Agent shall have no duty or obligation to verify the authority, identity, or rights of any person acting or purporting to act on behalf of any Party, provided that the Escrow Agent acts in good faith reliance on written instructions that appear on their face to be genuine and to have been properly executed by the persons authorized to give such instructions. The Escrow Agent shall have no duty to interpret or enforce the terms of the Settlement Agreement, to determine whether any condition to disbursement has been satisfied (other than the receipt of Joint Written Instructions), or to inquire into the merits of the Action or the settlement thereof. The Escrow Agent shall have no liability whatsoever arising from the terms of the Settlement Agreement.
5.2 Reliance.
The Escrow Agent may rely, and shall be fully protected in relying, upon any notice, instruction, request, certificate, consent, statement, or other instrument or document believed by it in good faith to be genuine and to have been signed, sent, or presented by the proper person or entity. The Escrow Agent may consult with legal counsel of its own selection (including in-house counsel) at any time and shall not be liable for any action taken, suffered, or omitted by it in good faith in accordance with the advice of such counsel. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, this Escrow Agreement, or any duty hereunder, and shall not be required to defend any legal proceeding that may be instituted against it with respect to the subject matter of this Escrow Agreement unless and until it has been indemnified to its reasonable satisfaction pursuant to Article 7.
5.3 Escrow Agent Fees and Expenses.
TSL shall pay the Escrow Agent's fees and expenses in connection with this Escrow Agreement, as set forth in the Fee Schedule attached hereto as Exhibit C. Such fees and expenses shall include, without limitation: (a) an initial acceptance fee payable upon execution of this Escrow Agreement; (b) an annual administration fee, pro-rated for any partial year during the term of this Escrow Agreement; (c) wire transfer fees for each outgoing wire transfer from the Escrow Account; and (d) all reasonable out-of-pocket expenses incurred by the Escrow Agent in connection with the performance of its duties hereunder, including reasonable legal fees and expenses incurred in connection with the Escrow Agent's duties. All fees and expenses shall be paid directly by TSL and shall not be deducted from the Escrow Funds; provided, however, that in the event TSL defaults on any fee payment and fails to cure such default within ten (10) Business Days following written notice from the Escrow Agent to all Parties, the Escrow Agent shall be entitled to deduct the unpaid fees and expenses from the Escrow Funds. Any such deduction shall be promptly reported in writing to all Parties and their respective counsel. All inquiries regarding fees and invoices should be directed to Martin Schreiber, Vice President, Escrow Services, Atlantic Fiduciary Trust Company, at the address set forth in Article 9.
5.4 Resignation and Removal.
The Escrow Agent may resign at any time by providing thirty (30) days' prior written notice to TSL and Northwind (and their respective counsel) at the addresses set forth in Article 9. TSL and Northwind, acting jointly by Joint Written Instructions, may remove the Escrow Agent at any time by providing thirty (30) days' prior written notice to the Escrow Agent. Upon the effective date of any such resignation or removal, the Escrow Agent shall deliver the Escrow Funds (together with a final accounting of all amounts received, invested, earned, disbursed, and then held) to a successor escrow agent designated by Joint Written Instructions; provided, however, that if no successor escrow agent is designated by Joint Written Instructions within thirty (30) days following the effective date of such resignation or removal, the Escrow Agent may deposit the Escrow Funds into the registry of a court of competent jurisdiction and shall thereupon be fully and finally discharged from all further obligations and liabilities under this Escrow Agreement. Upon delivery of the Escrow Funds to a successor escrow agent or deposit into a court registry, the resigning or removed Escrow Agent shall be released from all duties and responsibilities under this Escrow Agreement, except with respect to any pending claims for fees, expenses, or indemnification.
5.5 Merger or Consolidation.
Any corporation or other entity into which the Escrow Agent may be merged, converted, or consolidated, or any corporation or entity resulting from any merger, conversion, or consolidation to which the Escrow Agent is a party, or any corporation or entity to which all or substantially all of the escrow business of the Escrow Agent may be transferred, shall be the Escrow Agent hereunder without the execution or filing of any instrument or the performance of any further act on the part of any of the Parties.
ARTICLE 6 — LIMITATION OF LIABILITY
6.1 Standard of Care.
The Escrow Agent shall not be liable for any act or omission in connection with this Escrow Agreement or the Escrow Funds, except for losses directly resulting from the Escrow Agent's own gross negligence, willful misconduct, or fraud, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, the Escrow Agent shall not be liable for any loss of Escrow Funds resulting from the insolvency, failure, or default of any depository institution, investment vehicle, or counterparty, provided that the Escrow Agent acted in accordance with the investment criteria set forth in Article 4 or in accordance with Joint Written Instructions.
6.2 Force Majeure.
The Escrow Agent shall not be liable for any failure or delay in the performance of its obligations under this Escrow Agreement to the extent that such failure or delay results from circumstances beyond the Escrow Agent's reasonable control, including but not limited to acts of God, flood, fire, earthquake, hurricane, or other natural disaster; epidemic, pandemic, or public health emergency; war, invasion, hostilities, terrorist threats or acts, riot, or other civil unrest; government order, law, or regulation; embargo, blockade, or sanctions; strike, lockout, or other labor dispute; failure or interruption of communication, computer, or power supply systems; or any other event or condition analogous to the foregoing. In the event of any such force majeure event, the Escrow Agent shall use commercially reasonable efforts to resume performance of its obligations as promptly as practicable.
6.3 No Consequential Damages.
IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE TO ANY PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF OPPORTUNITY, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND REGARDLESS OF WHETHER THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ARTICLE 7 — INDEMNIFICATION
7.1 Indemnification of Escrow Agent.
TSL and Northwind, jointly and severally, shall indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, agents, successors, and assigns (collectively, the "Escrow Agent Indemnitees") from and against any and all losses, liabilities, claims, actions, suits, proceedings, demands, damages, costs, charges, and expenses of every nature and character (including reasonable attorneys' fees and expenses, court costs, and the costs of appellate proceedings) that may be imposed upon, incurred by, or asserted against any Escrow Agent Indemnitee arising out of, in connection with, or related to the acceptance of or the performance or non-performance of the Escrow Agent's duties under this Escrow Agreement, including any litigation arising from this Escrow Agreement or the Escrow Funds, except to the extent that any such loss, liability, claim, damage, cost, or expense is finally determined by a court of competent jurisdiction (in a judgment that is no longer subject to appeal) to have resulted directly from the Escrow Agent's own gross negligence, willful misconduct, or fraud.
As between TSL and Northwind, and without affecting the joint and several liability of TSL and Northwind to the Escrow Agent Indemnitees, the indemnification obligations under this Section 7.1 shall be borne equally (fifty percent (50%) each) by TSL and Northwind, unless the loss, liability, claim, damage, cost, or expense arises solely from the act, omission, or default of one Party, in which case such Party shall bear the entirety of the indemnification obligation. Nothing in this Section 7.1 shall be construed to limit or modify any indemnification, contribution, or reimbursement rights as between TSL and Northwind under the Settlement Agreement.
7.2 Survival.
The indemnification obligations set forth in this Article 7 shall survive the termination of this Escrow Agreement, the final disbursement of all Escrow Funds, and the resignation or removal of the Escrow Agent, and shall remain in full force and effect until the expiration of any applicable statute of limitations with respect to any claim that may be asserted against any Escrow Agent Indemnitee.
ARTICLE 8 — REPRESENTATIONS AND WARRANTIES
8.1 Representations and Warranties of TSL.
TSL hereby represents and warrants to Northwind and to the Escrow Agent as follows:
(a) TSL is a Société Anonyme duly organized, validly existing, and in good standing under the laws of the Hellenic Republic.
(b) TSL has full corporate power and authority to execute and deliver this Escrow Agreement and to perform its obligations hereunder.
(c) The execution, delivery, and performance of this Escrow Agreement by TSL have been duly authorized by all necessary corporate action, including the approval of TSL's Board of Directors pursuant to a resolution dated October 18, 2024, authorizing the settlement of the Action in an amount not to exceed Eight Million Five Hundred Thousand Dollars ($8,500,000) and the execution of all agreements and instruments related thereto.
(d) This Escrow Agreement constitutes a legal, valid, and binding obligation of TSL, enforceable against TSL in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and by general principles of equity.
(e) The execution, delivery, and performance of this Escrow Agreement by TSL do not and will not violate, conflict with, or result in a breach of, any provision of TSL's articles of association, any applicable law or regulation, or any material agreement or instrument to which TSL is a party or by which it is bound.
(f) TSL's registered agent for service of process in the State of New York is Piraeus Global Agency Corp., 30 Broad Street, Suite 1410, New York, NY 10004.
8.2 Representations and Warranties of Northwind.
Northwind hereby represents and warrants to TSL and to the Escrow Agent as follows:
(a) 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).
(b) Northwind has full corporate power and authority to execute and deliver this Escrow Agreement and to perform its obligations hereunder.
(c) The execution, delivery, and performance of this Escrow Agreement by Northwind have been duly authorized by all necessary corporate action.
(d) This Escrow Agreement constitutes a legal, valid, and binding obligation of Northwind, enforceable against Northwind in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and by general principles of equity.
(e) The execution, delivery, and performance of this Escrow Agreement by Northwind do not and will not violate, conflict with, or result in a breach of, any provision of Northwind's articles of incorporation or bylaws, any applicable law or regulation, or any material agreement or instrument to which Northwind is a party or by which it is bound.
8.3 Representations and Warranties of Escrow Agent.
The Escrow Agent hereby represents and warrants to TSL and Northwind as follows:
(a) The Escrow Agent is a trust company duly organized, validly existing, and in good standing under the laws of the State of New York.
(b) The Escrow Agent has full power and authority to act as escrow agent under this Escrow Agreement and to perform its obligations hereunder.
(c) The Escrow Agent will establish and maintain the Escrow Account in accordance with all applicable federal and state laws and banking regulations.
(d) The execution, delivery, and performance of this Escrow Agreement by the Escrow Agent have been duly authorized by all necessary corporate action.
ARTICLE 9 — NOTICES
9.1 General Notice Provisions.
All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Escrow Agreement shall be in writing and shall be delivered by hand delivery, by nationally recognized overnight courier service (such as Sundial Data Systems, Halcyon Partners LLC, or Tarrant & Co.), or by electronic mail (with confirmation of receipt requested), addressed as follows:
If to TSL (Depositor):
Thalassa Shipping & Logistics SA 42 Akti Miaouli Piraeus 185 38, Greece
Attention: Markos Theodorakis, General Counsel
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP One Liberty Plaza, 50th Floor New York, NY 10006
Attention: Douglas Carmichael, Esq.
If to Northwind (Beneficiary):
Northwind Maritime Corporation 1700 Harbor Gateway, Suite 500 Stamford, CT 06902
Attention: Richard Hartnett, General Counsel
With a copy (which shall not constitute notice) to:
Hargrove, Delacroix & Stern LLP 600 Lexington Avenue, 28th Floor New York, NY 10022
Attention: Margaret Delacroix, Esq.
If to the Escrow Agent:
Atlantic Fiduciary Trust Company 60 Wall Street, Suite 2800 New York, NY 10005
Attention: Martin Schreiber, Vice President, Escrow Services
Any Party may change its address or contact information for purposes of this Article 9 by providing written notice thereof to the other Parties in accordance with this Section 9.1.
9.2 Effectiveness of Notice.
Any notice given in accordance with Section 9.1 shall be deemed to have been given and shall be effective: (a) upon receipt, if delivered by hand or by electronic mail with confirmation of receipt; or (b) on the first Business Day following the date of deposit with a nationally recognized overnight courier service, with all charges prepaid or billed to the sender. Notices delivered by electronic mail after 5:00 p.m. (Eastern Time) on a Business Day, or at any time on a day that is not a Business Day, shall be deemed received on the next succeeding Business Day.
ARTICLE 10 — GENERAL PROVISIONS
10.1 Governing Law.
This Escrow Agreement shall be governed by, and construed and enforced in accordance with, the internal 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.
10.2 Jurisdiction and Venue.
Any dispute, claim, or controversy arising out of or relating to this Escrow Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Section 10.2, shall be submitted to the exclusive jurisdiction of the Supreme Court of the State of New York, New York County, or the United States District Court for the Southern District of New York, and each Party hereby irrevocably and unconditionally submits to the personal jurisdiction of such courts for purposes of any such action, suit, or proceeding. Each Party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Escrow Agreement in any such court, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Without limiting the foregoing, the Parties acknowledge that the Supreme Court of the State of New York, New York County, Part 49 (Hon. Justice presiding), retains jurisdiction for a period of one hundred eighty (180) days following the Effective Date to enforce the terms of the Settlement Agreement pursuant to the Stipulation and Order Retaining Jurisdiction filed or to be filed in the Action.
10.3 Entire Agreement.
This Escrow Agreement, including the Exhibits attached hereto and made a part hereof, together with the Settlement Agreement, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, representations, warranties, and agreements among the Parties, whether written or oral, relating to such subject matter. No Party has relied on any representation or warranty not expressly set forth in this Escrow Agreement.
10.4 Amendments and Waivers.
This Escrow Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by all three Parties. No waiver of any provision of this Escrow Agreement shall be effective unless made in writing and signed by the Party against whom enforcement of such waiver is sought. No waiver of any provision shall be deemed a waiver of any other provision or of the same provision on any subsequent occasion. No failure or delay by any Party in exercising any right, power, or remedy under this Escrow Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
10.5 Counterparts.
This Escrow Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Escrow Agreement by facsimile, electronic mail in portable document format (.pdf), or other electronic transmission shall be deemed to be the equivalent of delivery of an original executed counterpart. Electronic signatures and PDF signatures shall be deemed original signatures for all purposes of this Escrow Agreement and shall be sufficient to bind each Party.
10.6 Severability.
If any term, provision, covenant, or restriction of this Escrow Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the Parties shall use commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such invalid, illegal, void, or unenforceable term or provision.
10.7 Assignment.
No Party may assign, transfer, delegate, or otherwise dispose of any of its rights, interests, or obligations under this Escrow Agreement without the prior written consent of the other Parties hereto, and any purported assignment in violation of this Section 10.7 shall be null and void; provided, however, that the Escrow Agent may assign its rights and obligations to a successor entity as provided in Sections 5.4 and 5.5 without the consent of TSL or Northwind. Subject to the foregoing, this Escrow Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
10.8 Headings.
The article and section headings contained in this Escrow Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Escrow Agreement. References to "Articles," "Sections," and "Exhibits" are to the articles, sections, and exhibits of this Escrow Agreement, unless otherwise specified.
10.9 Confidentiality.
The existence and terms of this Escrow Agreement, including the Settlement Amount and the Installment Payment schedule, shall be subject to and governed by the confidentiality provisions set forth in the Settlement Agreement. Notwithstanding the foregoing, each Party may disclose the existence and terms of this Escrow Agreement:
(a) to its insurers, including Oceanus Mutual Protection & Indemnity Club, Fortis Marine Underwriters Ltd., and Castellan Professional Liability Insurers Ltd.;
(b) to its lenders, including Meridian Capital Bank AG, as required by Section 8.14 (Litigation Reporting Covenant) of the Credit Agreement dated April 1, 2019 among TSL, as borrower, and Meridian Capital Bank AG, as administrative agent and lender;
(c) to its auditors, including Lysander & Associates, Chartered Accountants;
(d) to its legal counsel, financial advisors, and other professional advisors retained in connection with the Action, the Settlement Agreement, or this Escrow Agreement;
(e) to governmental or regulatory authorities as required by applicable law, rule, or regulation; and
(f) as required by order of any court or tribunal of competent jurisdiction.
The Escrow Agent shall maintain the confidentiality of the Escrow Funds and all information received in connection with its duties hereunder, subject to its obligations under applicable law and regulations and its right to disclose such information to its legal counsel and auditors.
10.10 No Third-Party Beneficiaries.
This Escrow Agreement is not intended to, and shall not, confer any rights, benefits, or remedies upon any person or entity other than the Parties hereto and their respective successors and permitted assigns; provided, however, that Oceanus Mutual Protection & Indemnity Club shall be a permitted depositor under Section 2.2 with respect to the P&I Contribution, and the Escrow Agent shall accept deposits from Oceanus Mutual Protection & Indemnity Club in satisfaction of TSL's deposit obligations to the extent of the P&I Contribution. Nothing in this Escrow Agreement shall be construed to create any duty, obligation, or liability of the Escrow Agent to Oceanus Mutual Protection & Indemnity Club or any other third party.
10.11 Relationship of This Agreement to the Settlement Agreement.
This Escrow Agreement is entered into pursuant to and in furtherance of the settlement of the Action as contemplated by the Settlement Agreement. In the event of any conflict or inconsistency between the terms and provisions of this Escrow Agreement and the terms and provisions of the Settlement Agreement, the Settlement Agreement shall control and govern as between TSL and Northwind; provided, however, that the rights, duties, obligations, and liabilities of the Escrow Agent shall be determined solely by reference to this Escrow Agreement, and no provision of the Settlement Agreement shall be deemed to impose any duty or obligation upon the Escrow Agent beyond those expressly set forth in this Escrow Agreement.
[Remainder of page intentionally left blank. Signature pages follow.]
SIGNATURE PAGE TO ESCROW AGREEMENT
IN WITNESS WHEREOF, the Parties hereto have caused this Escrow Agreement to be duly executed and delivered as of the date first written above.
THALASSA SHIPPING & LOGISTICS SA
By: ________
Name: Alexandros Stavridis
Title: Chairman and Chief Executive Officer
Date: ________
SIGNATURE PAGE TO ESCROW AGREEMENT
NORTHWIND MARITIME CORPORATION
By: ________
Name: Viktor Lindgren
Title: President and Managing Director
Date: ________
SIGNATURE PAGE TO ESCROW AGREEMENT
ATLANTIC FIDUCIARY TRUST COMPANY, as Escrow Agent
By: ________
Name: Martin Schreiber
Title: Vice President, Escrow Services
Date: ________
EXHIBIT A
WIRE TRANSFER INSTRUCTIONS FOR ESCROW ACCOUNT
All deposits into the Escrow Account shall be made by wire transfer of immediately available funds in accordance with the following instructions:
All wire transfers should include the reference line noted above to ensure proper crediting to the Escrow Account. Questions regarding wire instructions should be directed to Martin Schreiber, Vice President, Escrow Services, Atlantic Fiduciary Trust Company, at the contact information set forth in Article 9 of this Escrow Agreement.
EXHIBIT B
WIRE TRANSFER INSTRUCTIONS FOR NORTHWIND (BENEFICIARY)
All disbursements to Northwind Maritime Corporation shall be made by wire transfer of immediately available funds in accordance with the following instructions:
Northwind Maritime Corporation shall provide the Escrow Agent and TSL with completed wire transfer instructions no later than five (5) Business Days prior to the anticipated date of the first disbursement from the Escrow Account. Northwind may update or change the foregoing wire transfer instructions by providing written notice to the Escrow Agent and TSL in accordance with Article 9 of this Escrow Agreement, provided that any such updated instructions must be received by the Escrow Agent at least five (5) Business Days prior to the date of the requested disbursement.
EXHIBIT C
ESCROW AGENT FEE SCHEDULE
The following fees and expenses shall be payable to the Escrow Agent by TSL in connection with the Escrow Agent's services under this Escrow Agreement:
All fees shall be invoiced to TSL on a quarterly basis (or more frequently at the Escrow Agent's discretion for extraordinary services) and shall be payable within thirty (30) days of the date of invoice. All fees are payable directly by TSL and shall not be deducted from the Escrow Funds, absent a default by TSL in the payment of fees as set forth in Section 5.3 of this Escrow Agreement (subject to ten (10) Business Days' prior written notice to all Parties).
Fee inquiries should be directed to:
Martin Schreiber Vice President, Escrow Services Atlantic Fiduciary Trust Company 60 Wall Street, Suite 2800 New York, NY 10005
EXHIBIT D
FORM OF JOINT WRITTEN INSTRUCTIONS
[Date]
Atlantic Fiduciary Trust Company 60 Wall Street, Suite 2800 New York, NY 10005
Attention: Martin Schreiber, Vice President, Escrow Services
Re: Escrow Agreement dated November 8, 2024 (the "Escrow Agreement") Escrow Account No. ESC-2024-NYK-08831
Dear Mr. Schreiber:
Reference is made to the Escrow Agreement dated as of November 8, 2024, by and among Thalassa Shipping & Logistics SA ("TSL"), Northwind Maritime Corporation ("Northwind"), and Atlantic Fiduciary Trust Company, as Escrow Agent (the "Escrow Agent"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Escrow Agreement.
Pursuant to Section 3.1 of the Escrow Agreement, the undersigned authorized representatives of TSL and Northwind (or their respective counsel) hereby jointly instruct the Escrow Agent to disburse funds from the Escrow Account as follows:
1. Amount to be Disbursed: $____
2. Payee: ________
3. Wire Transfer Instructions for Payee:
Bank Name: ________ Bank Address: ______ Account Name: ______ Account Number: ______ ABA Routing Number: ______ SWIFT Code: ______ Reference: ________
4. Requested Date of Disbursement: ____
5. Additional Instructions (if any): ________
The undersigned confirm that this Joint Written Instruction is being delivered in accordance with the terms of the Escrow Agreement and that each signatory below is duly authorized to execute and deliver these instructions on behalf of the applicable Party.
THALASSA SHIPPING & LOGISTICS SA (or Calderwood & Harkness LLP, on its behalf)
By: ________
Name: ________
Title: ________
Date: ________
NORTHWIND MARITIME CORPORATION (or Hargrove, Delacroix & Stern LLP, on its behalf)
By: ________
Name: ________
Title: ________
Date: ________
[End of Exhibit D]
[End of Escrow Agreement]
Item | Detail
Bank Name | Atlantic Fiduciary Trust Company
Bank Address | 60 Wall Street, Suite 2800, New York, NY 10005
Account Name | Atlantic Fiduciary Trust Company, as Escrow Agent — ESC-2024-NYK-08831
Account Number | ESC-2024-NYK-08831
ABA Routing Number | [To be provided upon execution]
SWIFT Code | [To be provided upon execution]
Reference | Thalassa / Northwind Settlement Escrow
Item | Detail
Bank Name | [To be provided by Northwind prior to first disbursement]
Bank Address | [To be provided by Northwind prior to first disbursement]
Account Name | [To be provided by Northwind prior to first disbursement]
Account Number | [To be provided by Northwind prior to first disbursement]
ABA Routing Number | [To be provided by Northwind prior to first disbursement]
SWIFT Code | [To be provided by Northwind prior to first disbursement]
Reference | [To be provided by Northwind prior to first disbursement]
Fee Category | Amount
Initial Acceptance Fee (one-time, payable upon execution) | [Amount TBD]
Annual Administration Fee (pro-rated for partial year) | [Amount TBD]
Per-Wire-Transfer Fee (each outgoing wire transfer) | [Amount TBD]
Extraordinary Services Fee (per hour, for services beyond the scope of ordinary escrow administration, including document review, consultation with counsel, and responses to subpoenas or court orders) | [Amount TBD]

ESCROW AGREEMENT

RECITALS

SIGNATURE PAGE TO ESCROW AGREEMENT

THALASSA SHIPPING & LOGISTICS SA

SIGNATURE PAGE TO ESCROW AGREEMENT

NORTHWIND MARITIME CORPORATION

SIGNATURE PAGE TO ESCROW AGREEMENT

EXHIBIT A

WIRE TRANSFER INSTRUCTIONS FOR ESCROW ACCOUNT

EXHIBIT B

WIRE TRANSFER INSTRUCTIONS FOR NORTHWIND (BENEFICIARY)

Record

Parties

Dates

Amounts