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ESCROW AGREEMENT

Execution Version

November 20, 2024

ESCROW AGREEMENT

This ESCROW AGREEMENT (this "Agreement") is made and entered into as of November 20, 2024 (the "Effective Date"), by and among:

(1) Thalassa Shipping & Logistics SA, a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its headquarters at 42 Akti Miaouli, Piraeus 185 38, Greece ("TSL" or the "Depositor");

(2) Aegean Fortuna Shipholding Ltd., a limited liability company organized and existing under the laws of the Republic of Liberia, with its registered address at 80 Broad Street, Monrovia, Liberia ("Aegean Fortuna Shipholding" and, together with TSL, the "TSL Parties");

(3) Northwind Maritime Corporation, a corporation duly incorporated 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 ("Northwind" or the "Beneficiary"); and

(4) Atlantic Fiduciary Trust Company, a trust company organized and existing under the laws of the State of New York, with its offices at 60 Wall Street, Suite 2800, New York, NY 10005 (the "Escrow Agent").

Each of the foregoing is sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, TSL and Aegean Fortuna Shipholding Ltd. are the beneficial owner and registered owner, respectively, of the M/V Aegean Fortuna (IMO No. 9847231), a Supramax dry bulk carrier of approximately 58,000 deadweight tonnes, flagged in the Republic of Liberia and classed with the American Bureau of Shipping;

WHEREAS, TSL and Northwind entered into a time charter-party dated December 3, 2020 (Charter-Party Reference No. NW-TSL-CP-2020-1203) on an amended New York Produce Exchange Form 2015 ("NYPE 2015") for a period of thirty-six (36) months commencing on January 15, 2021 (the "Charter-Party"), pursuant to which TSL agreed to let and Northwind agreed to hire the M/V Aegean Fortuna for the carriage of dry bulk cargoes in international trade;

WHEREAS, disputes arose between the parties in connection with the performance and termination of the Charter-Party, and Northwind commenced an action captioned 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, before the Honorable Lorraine K. Chen, J.S.C., Part 49 (the "Action"), alleging, among other things, breach of the Charter-Party and seeking damages in excess of Ten Million Dollars ($10,000,000);

WHEREAS, the TSL Parties denied the material allegations of the complaint and asserted counterclaims against Northwind;

WHEREAS, the Parties have resolved the Action, including all claims and counterclaims asserted therein, by entering into that certain Settlement Agreement and Mutual General Release of even date herewith among the TSL Parties and Northwind (the "Settlement Agreement"), which provides for the payment by the TSL Parties to Northwind of a total settlement amount of Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000) in three installments, on the terms and conditions set forth therein;

WHEREAS, the Settlement Agreement requires that all settlement payments be deposited into escrow with a mutually agreed escrow agent and released to Northwind upon joint instruction or as otherwise provided herein, and the Parties have determined that the establishment of an escrow arrangement is essential to effectuate the orderly payment and receipt of the settlement amounts;

WHEREAS, the Parties have selected Atlantic Fiduciary Trust Company to serve as the Escrow Agent in connection with the Settlement Agreement, and Atlantic Fiduciary Trust Company has agreed to serve in such capacity upon and subject to the terms and conditions set forth in this Agreement; and

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

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ARTICLE I — DEFINITIONS

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "Authorized Representative" means (i) with respect to the TSL Parties, either Markos Theodorakis, General Counsel of TSL, or Alexandros Stavridis, Chairman and Chief Executive Officer of TSL; (ii) with respect to Northwind, either Richard Hartnett, General Counsel of Northwind, or Viktor Lindgren, President and Managing Director of Northwind; and (iii) with respect to the Escrow Agent, Martin Schreiber, Vice President, Escrow Services, Atlantic Fiduciary Trust Company. Any Party may change its Authorized Representative by written notice to the other Parties in accordance with Section 8.1.

(b) "Business Day" means any day other than a Saturday, a Sunday, or any day on which banking institutions in the City of New York, State of New York, are authorized or required by law, regulation, or executive order to be closed.

(c) "Consent Judgment" has the meaning ascribed to such term in Section 7.3 of the Settlement Agreement, and refers to the form of consent judgment attached as Exhibit E to the Settlement Agreement, which Northwind shall be entitled to enter in the Supreme Court of the State of New York, New York County, in the event of a Default.

(d) "Default" means the failure of the TSL Parties to make any deposit into the Escrow Account in the full amount and within the time periods specified in Section 2.2 of this Agreement, after giving effect to the cure period set forth in Section 6.1.

(e) "Effective Date" means November 20, 2024, the date of execution of the Settlement Agreement.

(f) "Escrow Account" means the segregated, interest-bearing account established and maintained by the Escrow Agent at Atlantic Fiduciary Trust Company, designated as Escrow Account No. ESC-2024-NYK-08831, in which the Escrow Funds shall be held.

(g) "Escrow Funds" means all funds deposited in the Escrow Account from time to time pursuant to this Agreement, together with any interest, income, or other earnings earned thereon and credited to the Escrow Account.

(h) "First Deposit" means the amount of Four Million Dollars ($4,000,000), which constitutes the first installment of the Total Settlement Amount, due for deposit into the Escrow Account within thirty (30) calendar days of the Effective Date.

(i) "Joint Written Instructions" means written instructions, substantially in the form attached hereto as Exhibit D, signed by an Authorized Representative of each of the TSL Parties and Northwind, directing the Escrow Agent to release, disburse, or otherwise dispose of all or any portion of the Escrow Funds.

(j) "P&I Contribution" means the Two Million Five Hundred Thousand Dollar ($2,500,000) contribution toward the Total Settlement Amount to be made by the Oceanus Mutual Protection & Indemnity Club under Policy No. OCE-P&I-2020-TSL-0047, subject to the approval of the Board of Directors of the Oceanus Mutual Protection & Indemnity Club.

(k) "Second Deposit" means the amount of Two Million Dollars ($2,000,000), which constitutes the second installment of the Total Settlement Amount, due for deposit into the Escrow Account within ninety (90) calendar days of the Effective Date.

(l) "Settlement Agreement" means the Settlement Agreement and Mutual General Release dated November 20, 2024, by and among the TSL Parties and Northwind, as the same may be amended, supplemented, or modified from time to time in accordance with the terms thereof.

(m) "Third Deposit" means the amount of One Million Eight Hundred Fifty Thousand Dollars ($1,850,000), which constitutes the third and final installment of the Total Settlement Amount, due for deposit into the Escrow Account within one hundred fifty (150) calendar days of the Effective Date.

(n) "Total Settlement Amount" means the aggregate sum of Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000), representing the total settlement consideration payable by the TSL Parties to Northwind pursuant to the Settlement Agreement, comprising the First Deposit, the Second Deposit, and the Third Deposit.

Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Settlement Agreement.

Section 1.2 Interpretation. In this Agreement, unless the context otherwise requires:

(a) References to "Articles," "Sections," and "Exhibits" are references to Articles, Sections, and Exhibits of and to this Agreement.

(b) The headings of Articles and Sections are inserted for convenience of reference only and shall not affect the interpretation or construction of any provision of this Agreement.

(c) Words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders.

(d) The word "including" (and words of similar import) means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

(e) References to any statute, law, rule, or regulation shall be deemed to include all amendments thereto, and any successor statutes, laws, rules, or regulations.

(f) References to "dollars" or "$" are references to lawful money of the United States of America.

(g) The Parties have participated jointly in the negotiation and drafting of this Agreement, and, in the event of any ambiguity or question of intent or interpretation, this Agreement shall be construed as if drafted jointly by all Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSITS

Section 2.1 Escrow Account. The Escrow Agent has established and shall maintain the Escrow Account (Account No. ESC-2024-NYK-08831) at Atlantic Fiduciary Trust Company, 60 Wall Street, Suite 2800, New York, NY 10005, as a segregated, interest-bearing account held for the benefit of the Parties in accordance with the terms and conditions of this Agreement. The Escrow Agent shall maintain the Escrow Account separate and apart from all other accounts maintained by the Escrow Agent and shall not commingle the Escrow Funds with any other funds held by or on behalf of the Escrow Agent or any third party. The Escrow Account shall be maintained in the name of "Atlantic Fiduciary Trust Company, as Escrow Agent, for the benefit of the Parties to the TSL-Northwind Settlement Escrow." The Escrow Agent shall not use the Escrow Funds for any purpose other than as expressly authorized by this Agreement.

Section 2.2 Deposit Schedule. The TSL Parties shall deposit, or cause to be deposited, the following amounts into the Escrow Account by wire transfer of immediately available United States dollars in accordance with the wire transfer instructions set forth in Exhibit A hereto, on or before the dates specified below:

(a) First Deposit: Four Million Dollars ($4,000,000), to be deposited no later than the date that is thirty (30) calendar days after the Effective Date (i.e., no later than December 20, 2024). If such date falls on a day that is not a Business Day, the First Deposit shall be due on the immediately preceding Business Day.

(b) Second Deposit: Two Million Dollars ($2,000,000), to be deposited no later than the date that is ninety (90) calendar days after the Effective Date (i.e., no later than February 18, 2025). If such date falls on a day that is not a Business Day, the Second Deposit shall be due on the immediately preceding Business Day.

(c) Third Deposit: One Million Eight Hundred Fifty Thousand Dollars ($1,850,000), to be deposited no later than the date that is one hundred fifty (150) calendar days after the Effective Date (i.e., no later than April 19, 2025). If such date falls on a day that is not a Business Day, the Third Deposit shall be due on the immediately preceding Business Day.

The aggregate of all three deposits shall equal the Total Settlement Amount of Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000) (i.e., $4,000,000 + $2,000,000 + $1,850,000 = $7,850,000). The obligation to make each deposit in full and by the applicable due date is a material obligation of the TSL Parties under this Agreement and the Settlement Agreement. Time is of the essence with respect to each deposit.

Section 2.3 Source of Funds. Deposits may be made from any source available to the TSL Parties, and the Escrow Agent shall not be responsible for, and shall have no obligation to determine, verify, or inquire into, the source of any funds deposited into the Escrow Account. The Parties acknowledge that the Total Settlement Amount is expected to be funded from the following sources: (i) TSL corporate funds in the amount of Five Million Three Hundred Fifty Thousand Dollars ($5,350,000); and (ii) a contribution of Two Million Five Hundred Thousand Dollars ($2,500,000) from the Oceanus Mutual Protection & Indemnity Club under Policy No. OCE-P&I-2020-TSL-0047 (the "P&I Contribution"), subject to the approval of the Board of Directors of the Oceanus Mutual Protection & Indemnity Club. The TSL Parties acknowledge and agree that the P&I Contribution is expected but not guaranteed, and that the TSL Parties remain unconditionally obligated to make all deposits in the full amounts and within the time periods specified in Section 2.2 regardless of whether or when the P&I Contribution is received by the TSL Parties.

Section 2.4 Confirmation of Deposits. The Escrow Agent shall promptly confirm receipt of each deposit in writing (which may be by email) to the Authorized Representatives of each Party within one (1) Business Day following the Escrow Agent's receipt of such deposit. Each such confirmation shall specify the amount received, the date of receipt, and the cumulative balance of the Escrow Account (including any accrued interest or earnings) as of the date of the confirmation.

Section 2.5 Wire Transfer Instructions. The wire transfer instructions for deposits into the Escrow Account are set forth in Exhibit A attached hereto and incorporated herein by reference. The TSL Parties shall include the following reference on all wire transfers: "TSL-Northwind Settlement Escrow / Index No. 655421/2023." The Escrow Agent shall not be responsible for delays in the receipt of funds caused by errors in wire transfer instructions provided by the sending party or by interruptions in the banking or wire transfer systems.

ARTICLE III — INVESTMENT OF ESCROW FUNDS

Section 3.1 Investment. The Escrow Agent shall invest and reinvest the Escrow Funds, to the extent practicable, in one or more of the following permitted investments, as directed by Joint Written Instructions or, absent such instructions, as determined by the Escrow Agent in its reasonable discretion:

(a) Direct obligations of the United States of America, or obligations the principal of and interest on which are unconditionally guaranteed by the full faith and credit of the United States of America, in each case maturing within ninety (90) days of the date of purchase;

(b) Money market funds that invest exclusively in obligations described in clause (a) above or in repurchase agreements fully collateralized by such obligations, which money market funds are rated at least "AAAm" or the equivalent by a nationally recognized statistical rating organization (as defined under Section 3(a)(62) of the Securities Exchange Act of 1934, as amended);

(c) Certificates of deposit, time deposits, or demand deposits issued by or maintained at Atlantic Fiduciary Trust Company or any other commercial bank organized under the laws of the United States of America or any state thereof that (i) is a member of the Federal Deposit Insurance Corporation and (ii) has total capital and surplus of not less than Five Hundred Million Dollars ($500,000,000); and

(d) Such other investments as may be jointly directed in writing by the TSL Parties and Northwind, with the prior written consent of the Escrow Agent (which consent shall not be unreasonably withheld, conditioned, or delayed).

The Escrow Agent shall not be liable for any loss sustained as a result of any investment made in accordance with the terms of this Section 3.1, or as a result of the liquidation of any such investment prior to its maturity, or for any failure to maximize the return on any investment. The Parties acknowledge that the Escrow Agent is not providing investment advice and that the selection of any investment is subject to market conditions and availability.

Section 3.2 Income. All interest, dividends, and other income earned on the investment of the Escrow Funds (collectively, "Investment Income") shall be credited to and become part of the Escrow Funds and shall be held, invested, and disbursed by the Escrow Agent in accordance with the terms of this Agreement, including Article IV. Investment Income shall be allocated and disbursed to Northwind together with the principal amount of each deposit as provided in Section 4.1.

Section 3.3 Tax Reporting. For United States federal, state, and local income tax purposes, all interest and other income earned on the Escrow Funds shall be treated as income of Northwind Maritime Corporation (the Beneficiary), and the Escrow Agent shall report such income accordingly. Northwind shall provide the Escrow Agent with a completed and duly executed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), or any successor form, prior to the date on which the First Deposit is made. The Escrow Agent shall issue to Northwind appropriate Internal Revenue Service Forms 1099 (or any successor forms) with respect to all Investment Income earned on the Escrow Funds. Northwind's Taxpayer Identification Number shall be provided to the Escrow Agent under separate cover. For informational purposes, the Parties note that TSL's Greek Tax Identification Number (Αριθμός Φορολογικού Μητρώου / AFM) is 998342671, and Northwind's marshall Islands Entity Number is MI-94827. The Escrow Agent shall have no responsibility for the tax consequences of this Agreement to any Party and shall have no obligation to determine or advise any Party regarding any tax matter.

ARTICLE IV — DISBURSEMENT OF ESCROW FUNDS

Section 4.1 Release to Northwind. Upon receipt of each deposit into the Escrow Account in accordance with Section 2.2, the Escrow Agent shall release and disburse such deposited funds, together with any accrued Investment Income attributable thereto, to Northwind within two (2) Business Days of receipt of such deposit, provided that the Escrow Agent has received Joint Written Instructions (substantially in the form of Exhibit D hereto) directing such release. If no Joint Written Instructions have been received by the Escrow Agent within five (5) Business Days after the date on which the applicable deposit is received in the Escrow Account, the Escrow Agent shall release and disburse the applicable funds to Northwind upon receipt of a written certification from Northwind's Authorized Representative (which may be delivered by email with a PDF attachment bearing the signature of the Authorized Representative), certifying that:

(i) the applicable deposit has been timely made in the correct amount in accordance with Section 2.2; and

(ii) no dispute exists between the Parties regarding the release of such funds to Northwind.

The Escrow Agent shall be fully protected in relying upon any such certification and shall have no duty or obligation to verify the accuracy or truth of the statements contained therein.

Section 4.2 Disputed Disbursements. If, at any time prior to the release of Escrow Funds pursuant to Section 4.1, the Escrow Agent receives conflicting instructions from the Parties, or if the TSL Parties deliver a written objection to a proposed release to the Escrow Agent within the five (5) Business Day period described in Section 4.1, the Escrow Agent shall hold the disputed Escrow Funds in the Escrow Account without making any disbursement thereof and shall promptly notify all Parties in writing of the existence of the conflict or objection. The Escrow Agent shall continue to hold such disputed Escrow Funds until it receives either (a) Joint Written Instructions from the TSL Parties and Northwind directing the disposition of such funds, or (b) a final, non-appealable order or judgment of a court of competent jurisdiction directing the disposition of such funds. The Escrow Agent shall follow the dispute resolution procedures set forth in Article VII with respect to any such disputed disbursement. During any period in which the Escrow Funds are held pending resolution of a dispute, the Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 3.1.

Section 4.3 Release Upon Final Payment. Upon the deposit and release of the Third Deposit and all accrued Investment Income, and upon the Escrow Agent's confirmation that all Escrow Funds have been fully disbursed in accordance with this Agreement, the Escrow Agent shall provide a final written accounting to all Parties detailing all deposits received, Investment Income earned, disbursements made, and fees charged, and this Agreement shall terminate in accordance with Section 9.1. The Escrow Agent shall deliver such final accounting within fifteen (15) Business Days of the date of the final disbursement.

Section 4.4 Wire Transfer Instructions for Disbursement to Northwind. All disbursements to Northwind shall be made by wire transfer of immediately available United States dollars to the account designated by Northwind in the wire transfer instructions set forth in Exhibit B attached hereto and incorporated herein by reference. Northwind may change the designated account for the receipt of disbursements by providing the Escrow Agent and the TSL Parties with not less than five (5) Business Days' prior written notice, signed by an Authorized Representative of Northwind, setting forth the revised wire transfer instructions. The Escrow Agent shall not be liable for any delay or loss arising from the use of incorrect or incomplete wire transfer instructions provided by Northwind.

Section 4.5 No Setoff. The Escrow Agent shall not honor any instruction, claim, or demand from any Party, or from any third party, to setoff, deduct, withhold, or otherwise reduce any portion of the Escrow Funds, except as expressly provided in this Agreement or as directed by a final, non-appealable order or judgment of a court of competent jurisdiction. For the avoidance of doubt, the TSL Parties shall not be entitled to direct or request the Escrow Agent to withhold or setoff any amounts from the Escrow Funds on account of any claim, counterclaim, defense, or right of recoupment that the TSL Parties may assert against Northwind, whether arising under the Charter-Party, the Settlement Agreement, or otherwise.

ARTICLE V — DUTIES, RIGHTS, AND OBLIGATIONS OF THE ESCROW AGENT

Section 5.1 Standard of Care. The Escrow Agent undertakes to hold, safeguard, and disburse the Escrow Funds solely in accordance with the terms and conditions of this Agreement. The Escrow Agent shall act in good faith and shall exercise reasonable care consistent with the standards applicable to professional escrow agents in the performance of its duties hereunder. The Escrow Agent shall have no duties or obligations other than those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent.

Section 5.2 Reliance. The Escrow Agent shall be entitled to rely, and shall be fully protected in relying, upon:

(a) any written notice, instruction, request, certificate, direction, consent, or other document or communication believed by it in good faith to be genuine and to have been duly signed, executed, or presented by the proper person or persons;

(b) the advice of legal counsel (including counsel to any Party hereto) retained by the Escrow Agent at its own expense, or at the expense of the indemnifying Parties, with respect to any matter arising under or in connection with this Agreement, and the Escrow Agent shall not be liable for any action taken or omitted to be taken in good faith in accordance with such advice; and

(c) any Joint Written Instructions delivered by the Authorized Representatives of the TSL Parties and Northwind in the form contemplated by this Agreement and Exhibit D hereto.

Section 5.3 No Duty to Investigate. The Escrow Agent shall have no duty to investigate, verify, or confirm the authority, genuineness, completeness, or correctness of any document, instruction, notice, certification, or other communication received by it. The Escrow Agent shall have no duty to determine or inquire into the merits, terms, or provisions of any dispute between the TSL Parties and Northwind, or the enforceability or interpretation of the Settlement Agreement, the Charter-Party, or any other agreement between or among the other Parties. The Escrow Agent shall have no responsibility or liability for the sufficiency, correctness, genuineness, or validity of any instrument deposited with it or for the identity, authority, or rights of any person executing or delivering or purporting to execute or deliver any such instrument.

Section 5.4 Limitation of Liability. The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith, except to the extent that a final, non-appealable judgment of a court of competent jurisdiction determines that the Escrow Agent's gross negligence or willful misconduct was the proximate cause of any loss to a Party. In no event shall the Escrow Agent be liable for any indirect, consequential, special, incidental, exemplary, or punitive damages of any kind, regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and regardless of whether the Escrow Agent has been advised of the possibility of such damages. The Escrow Agent shall not be liable for any loss arising from (i) the acts, omissions, defaults, or insolvency of any other party, (ii) any force majeure event, including acts of God, war, terrorism, pandemic, epidemic, civil unrest, fire, flood, earthquake, strike, embargo, governmental action, or disruption of utility or telecommunications services, or (iii) any delay in performing its obligations hereunder caused by circumstances beyond its reasonable control.

Section 5.5 Indemnification. The TSL Parties and Northwind shall jointly and severally indemnify, defend, and hold harmless the Escrow Agent and its directors, officers, employees, agents, and representatives (each, an "Indemnified Person") from and against any and all losses, liabilities, damages, penalties, judgments, claims, costs, and expenses (including reasonable attorneys' fees, court costs, and expenses of investigation and litigation) (collectively, "Losses") arising out of or in connection with this Agreement or the Escrow Agent's acceptance of appointment as, or performance of its duties and obligations as, Escrow Agent hereunder, except to the extent that such Losses are finally determined by a court of competent jurisdiction to have resulted directly from the Escrow Agent's gross negligence or willful misconduct.

As between the TSL Parties and Northwind, and without affecting the joint and several nature of their indemnification obligations to the Escrow Agent, the TSL Parties shall bear sixty percent (60%) and Northwind shall bear forty percent (40%) of any indemnification payments made pursuant to this Section 5.5. Nothing in this Section 5.5 shall prevent either the TSL Parties or Northwind from seeking contribution from the other in the event that the allocation set forth herein results in an inequitable apportionment.

The Escrow Agent shall promptly notify the TSL Parties and Northwind in writing of any claim or demand made against any Indemnified Person for which indemnification may be sought under this Section 5.5; provided, however, that the failure to give such notice shall not relieve the TSL Parties or Northwind of their indemnification obligations except to the extent that such failure materially prejudices the other Party.

Section 5.6 Compensation. The Escrow Agent shall be entitled to reasonable compensation for its services hereunder as set forth in the fee schedule attached hereto as Exhibit C and incorporated herein by reference. Such fees shall be borne equally by the TSL Parties (fifty percent (50%)) and Northwind (fifty percent (50%)), and shall be invoiced separately to each Party in accordance with Exhibit C. The fees of the Escrow Agent shall not be deducted from the Escrow Funds unless otherwise agreed in writing by all Parties. In the event of any dispute or litigation requiring the Escrow Agent to incur extraordinary expenses, including legal fees, the Escrow Agent shall be entitled to reimbursement of such reasonable expenses, to be borne equally by the TSL Parties and Northwind in accordance with Section 5.5.

Section 5.7 Successor Escrow Agent. The Escrow Agent may resign at any time upon not less than thirty (30) days' prior written notice to the TSL Parties and Northwind. Upon receipt of such notice of resignation, the TSL Parties and Northwind shall jointly appoint a successor escrow agent within such thirty (30) day period. If the TSL Parties and Northwind are unable to agree upon a successor escrow agent within such period, the resigning Escrow Agent may apply to the Supreme Court of the State of New York, New York County, for the appointment of a successor escrow agent, and the costs of such application shall be borne equally by the TSL Parties and Northwind. If no successor escrow agent is appointed within the thirty (30) day notice period and the Escrow Agent has not applied for a court appointment, the Escrow Agent may deposit the Escrow Funds, together with all accrued Investment Income, with the Clerk of the Supreme Court of the State of New York, New York County, and upon such deposit, the Escrow Agent shall be fully discharged and released from all further obligations, responsibilities, and liabilities under this Agreement. The Escrow Agent may also be removed at any time by the joint written consent of the TSL Parties and Northwind, effective upon not less than thirty (30) days' prior written notice to the Escrow Agent and the appointment of a successor escrow agent.

Section 5.8 Primary Contact. Martin Schreiber, Vice President, Escrow Services, Atlantic Fiduciary Trust Company, shall serve as the primary point of contact for all matters arising under this Agreement. In the absence or unavailability of Mr. Schreiber, the Escrow Agent shall designate a substitute contact person and promptly notify the Parties of such designation in writing. All notices, instructions, and communications to the Escrow Agent shall be addressed as provided in Section 8.1.

ARTICLE VI — DEFAULT; CONSENT JUDGMENT

Section 6.1 Default by TSL Parties. A "Default" shall occur if any deposit required under Section 2.2 is not made in full in immediately available funds and credited to the Escrow Account within the applicable time period specified therein, subject to a cure period of five (5) Business Days after written notice of such failure is delivered by the Escrow Agent or Northwind to the TSL Parties in accordance with Section 8.1. For the avoidance of doubt, the failure of the TSL Parties to deposit any portion of the required amount by the applicable due date shall constitute a Default unless the full amount of the required deposit is received in the Escrow Account within the five (5) Business Day cure period. A partial deposit shall not cure a Default unless and until the entire required deposit amount has been received.

Section 6.2 Notice of Default. Upon the occurrence of a Default that is not cured within the five (5) Business Day cure period set forth in Section 6.1, the Escrow Agent shall, upon receipt of written notice from Northwind's Authorized Representative confirming the occurrence of such Default (which notice shall include a certification that the Default has not been cured), disburse any and all Escrow Funds then held in the Escrow Account, including any accrued Investment Income, to Northwind by wire transfer to the account specified in Exhibit B hereto, within two (2) Business Days of receipt of such notice. The Escrow Agent shall be fully protected in relying upon any such notice and certification from Northwind and shall have no obligation to independently verify the occurrence or continuation of such Default.

Section 6.3 Consent Judgment. Upon the occurrence of any Default that is not cured within the applicable cure period, Northwind shall have the right, in addition to and not in limitation of any other remedies available to it at law or in equity, to cause the entry of a consent judgment (the "Consent Judgment") in the Supreme Court of the State of New York, New York County, Commercial Division, in the amount of the unpaid balance of the Total Settlement Amount (after crediting any amounts previously disbursed to Northwind from the Escrow Account), together with interest thereon at the rate of nine percent (9%) per annum (the statutory rate of interest under Section 5004 of the New York Civil Practice Law and Rules) from the date of Default through the date of payment, all as more fully provided in Section 7.3 of the Settlement Agreement. The form of Consent Judgment is attached as Exhibit E to the Settlement Agreement and has been executed by the TSL Parties concurrently with the execution of the Settlement Agreement. The Escrow Agent acknowledges the foregoing provisions but shall have no obligations, duties, or responsibilities whatsoever with respect to the entry, enforcement, or satisfaction of any Consent Judgment.

Section 6.4 No Waiver. The disbursement of any Escrow Funds to Northwind upon the occurrence of a Default, whether pursuant to this Article VI or otherwise, shall not constitute a waiver by Northwind of any rights, claims, or remedies under the Settlement Agreement, this Agreement, or applicable law, including, without limitation, the right to cause the entry of the Consent Judgment for the full unpaid balance of the Total Settlement Amount plus accrued interest as described in Section 6.3. All rights and remedies of Northwind under this Agreement and the Settlement Agreement are cumulative and not exclusive of any other rights or remedies available at law, in equity, or otherwise.

ARTICLE VII — DISPUTE RESOLUTION

Section 7.1 Conflicting Instructions. In the event that the Escrow Agent receives conflicting instructions from the Parties, or in the event that any dispute or disagreement arises between the TSL Parties and Northwind (or any of them) regarding the Escrow Funds or the Escrow Agent's duties or obligations hereunder, the Escrow Agent shall be entitled, in its sole and absolute discretion, to take either or both of the following actions:

(a) refrain from taking any action (other than continuing to safeguard and invest the Escrow Funds in accordance with this Agreement) until such dispute is resolved either (i) by the mutual agreement of the TSL Parties and Northwind, evidenced by Joint Written Instructions delivered to the Escrow Agent, or (ii) by a final, non-appealable order or judgment of a court of competent jurisdiction directing the disposition of the Escrow Funds; or

(b) deposit the Escrow Funds, together with all accrued Investment Income, with the Clerk of the Supreme Court of the State of New York, New York County, by way of an interpleader action, in which case, upon the making of such deposit, the Escrow Agent shall be fully and finally discharged and released from all further obligations, duties, responsibilities, and liabilities under this Agreement with respect to the Escrow Funds so deposited.

The Escrow Agent shall not be liable for any delay in the disbursement of the Escrow Funds resulting from its good faith compliance with this Section 7.1.

Section 7.2 Interpleader. The Escrow Agent shall be entitled, at any time and in its sole discretion, to file an action in the nature of interpleader in the Supreme Court of the State of New York, New York County, or in any other court of competent jurisdiction, for the purpose of having the respective rights and obligations of the Parties adjudicated, and the Escrow Agent shall thereupon be fully released and discharged from all further duties, obligations, and liabilities hereunder upon deposit of the Escrow Funds into the registry of such court. The TSL Parties and Northwind shall jointly and severally indemnify and hold harmless the Escrow Agent for all reasonable costs and expenses (including reasonable attorneys' fees and court costs) incurred in connection with any such interpleader action, which costs and expenses shall be borne equally (fifty percent (50%) each) by the TSL Parties and Northwind as between themselves. The Escrow Agent may apply to the court for an award of its costs, fees, and expenses in connection with any interpleader action, and the Parties consent to such application.

Section 7.3 Jurisdiction. The Parties acknowledge and agree that, pursuant to the Stipulation and Order Retaining Jurisdiction to Enforce Settlement entered into by the Parties and approved by the Honorable Lorraine K. Chen, J.S.C., in connection with the Action (Index No. 655421/2023), the Supreme Court of the State of New York, New York County, Commercial Division, has retained jurisdiction for a period of one hundred eighty (180) days following the Effective Date (through approximately May 19, 2025) to enforce the terms and conditions of the Settlement Agreement and this Escrow Agreement. The Parties irrevocably submit to the jurisdiction of such court for purposes of any dispute arising under or relating to this Agreement during such period and thereafter in accordance with Section 11.2.

ARTICLE VIII — NOTICES

Section 8.1 Notices. All notices, instructions, requests, consents, demands, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally to the recipient; (b) one (1) Business Day after deposit with a nationally recognized overnight courier service (with tracking and written confirmation of delivery requested), charges prepaid; (c) three (3) Business Days after mailing by certified or registered mail, return receipt requested, postage prepaid; or (d) when transmitted by email (with a PDF or similar attachment containing the signed notice and with written or electronic confirmation of successful transmission and receipt), in each case addressed to the Party at the address or email address set forth below (or to such other address or email address as such Party may have specified in a notice duly given in accordance with this Section 8.1):

If to the TSL Parties:

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

Attention: Markos Theodorakis, General Counsel

Email: m.theodorakis@thalassashipping.gr

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

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

Attention: Douglas Carmichael, Esq.

Email: dcarmichael@calderwoodharkness.com

If to Northwind:

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

Attention: Richard Hartnett, General Counsel

Email: r.hartnett@northwindmaritime.com

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

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

Attention: Margaret Delacroix, Esq.

Email: mdelacroix@hdslaw.com

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

Email: mschreiber@atlanticfiduciary.com

Any Party may change its address or email address for purposes of notices hereunder by giving written notice of such change to each of the other Parties in the manner specified in this Section 8.1.

ARTICLE IX — TERM AND TERMINATION

Section 9.1 Term. This Agreement shall become effective upon execution and delivery hereof by all Parties and shall remain in full force and effect until the earlier of:

(a) the date on which all Escrow Funds (including all accrued Investment Income) have been fully disbursed in accordance with the terms of this Agreement and a final accounting has been provided by the Escrow Agent pursuant to Section 9.2; or

(b) the date on which this Agreement is terminated by the mutual written agreement of all Parties hereto, signed by an Authorized Representative of each Party.

Section 9.2 Final Accounting. Upon the termination of this Agreement, whether pursuant to Section 9.1(a) or Section 9.1(b), the Escrow Agent shall prepare and deliver to all Parties a final written accounting of all transactions relating to the Escrow Account, including a detailed statement of (i) all deposits received and the dates thereof, (ii) all Investment Income earned and credited to the Escrow Account, (iii) all disbursements made and the dates thereof, and (iv) all fees and expenses charged by the Escrow Agent. Such final accounting shall be delivered to all Parties within fifteen (15) Business Days of the date of the final disbursement of Escrow Funds from the Escrow Account. The Parties shall have thirty (30) days following receipt of the final accounting to raise any objection thereto in writing. If no objection is raised within such period, the final accounting shall be deemed accepted and approved by all Parties.

Section 9.3 Survival. Notwithstanding the termination of this Agreement, the provisions of Section 5.4 (Limitation of Liability), Section 5.5 (Indemnification), Article VII (Dispute Resolution), and this Section 9.3 shall survive the termination of this Agreement and shall continue in full force and effect with respect to any Losses, claims, disputes, or proceedings arising out of or relating to events occurring prior to such termination, until the latest of (i) the final resolution of any pending claim or proceeding, (ii) the expiration of any applicable statute of limitations, or (iii) the fulfillment of all indemnification obligations hereunder.

ARTICLE X — REPRESENTATIONS AND WARRANTIES

Section 10.1 TSL Parties' Representations and Warranties. Each of the TSL Parties hereby represents and warrants to Northwind and the Escrow Agent, as of the date hereof, as follows:

(a) Organization and Good Standing. TSL is a Société Anonyme duly organized, validly existing, and in good standing under the laws of the Hellenic Republic, with full corporate power and authority to own its properties and to conduct its business as presently conducted.

(b) Organization of Aegean Fortuna Shipholding. Aegean Fortuna Shipholding Ltd. is a limited liability company duly organized, validly existing, and in good standing under the laws of the Republic of Liberia (Registration No. LR-C-20167845), with full corporate power and authority to own its properties, including the M/V Aegean Fortuna, and to conduct its business as presently conducted.

(c) Power and Authority. Each TSL Party has full corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the performance of the obligations of each TSL Party hereunder have been duly and validly authorized by all necessary corporate action on the part of each such entity.

(d) Corporate Authorization. The execution and performance of this Agreement have been duly authorized by all necessary corporate action of each TSL Party, including, without limitation, a resolution of the Board of Directors of TSL dated October 18, 2024, authorizing the execution and delivery of the Settlement Agreement and this Agreement, and the performance of the obligations of TSL thereunder and hereunder, including the making of the deposits contemplated by Section 2.2.

(e) Binding Obligation. This Agreement has been duly executed and delivered by each TSL Party and constitutes the legal, valid, and binding obligation of each TSL Party, enforceable against each TSL Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general application affecting the rights and remedies of creditors and to general principles of equity.

(f) No Insolvency Proceedings. As of the date hereof, neither TSL nor Aegean Fortuna Shipholding Ltd. is the subject of any pending or, to the knowledge of the TSL Parties, contemplated petition in bankruptcy, insolvency, receivership, conservatorship, or similar proceeding in any jurisdiction, and neither TSL nor Aegean Fortuna Shipholding Ltd. has made a general assignment for the benefit of creditors or has otherwise admitted in writing its inability to pay its debts as they become due.

(g) No Conflict with Credit Agreement. The execution, delivery, and performance of this Agreement does not violate or conflict with, and will not result in a breach or default under, any provision of the Credit Agreement dated April 1, 2019 between TSL and Meridian Capital Bank AG, as amended from time to time (the "Credit Agreement"), or any other material agreement to which any TSL Party is a party. TSL shall provide written notice of the settlement and the terms thereof to Meridian Capital Bank AG in accordance with Section 8.14 of the Credit Agreement within the time period required thereby.

Section 10.2 Northwind's Representations and Warranties. Northwind hereby represents and warrants to the TSL Parties and the Escrow Agent, as of the date hereof, as follows:

(a) Organization and Good Standing. 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), with full corporate power and authority to own its properties and to conduct its business as presently conducted.

(b) Power and Authority. Northwind has full corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the performance of the obligations of Northwind hereunder have been duly and validly authorized by all necessary corporate action on the part of Northwind.

(c) Corporate Authorization. The execution and performance of this Agreement have been duly authorized by all necessary corporate action of Northwind, including resolutions of the Board of Directors of Northwind.

(d) Binding Obligation. This Agreement has been duly executed and delivered by Northwind and constitutes the legal, valid, and binding obligation of Northwind, enforceable against Northwind in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general application affecting the rights and remedies of creditors and to general principles of equity.

(e) No Insolvency Proceedings. As of the date hereof, Northwind is not the subject of any pending or, to the knowledge of Northwind, contemplated petition in bankruptcy, insolvency, receivership, conservatorship, or similar proceeding in any jurisdiction, and Northwind has not made a general assignment for the benefit of creditors or has otherwise admitted in writing its inability to pay its debts as they become due.

Section 10.3 Escrow Agent's Representations and Warranties. Atlantic Fiduciary Trust Company hereby represents and warrants to the TSL Parties and Northwind, as of the date hereof, as follows:

(a) Organization and Good Standing. Atlantic Fiduciary Trust Company is a trust company duly organized and validly existing under the laws of the State of New York, with full power and authority to act as a fiduciary and to perform the services contemplated by this Agreement.

(b) Power and Authority. Atlantic Fiduciary Trust Company has full corporate and fiduciary power and authority to execute, deliver, and perform this Agreement, and to accept appointment as and to serve as the Escrow Agent hereunder. The execution and delivery of this Agreement and the performance of the obligations of the Escrow Agent hereunder have been duly and validly authorized by all necessary corporate action.

(c) Escrow Account. The Escrow Account (Account No. ESC-2024-NYK-08831) has been duly established, is maintained at Atlantic Fiduciary Trust Company, and is a segregated, interest-bearing account that will be administered in accordance with the terms and conditions of this Agreement. The Escrow Account is not subject to any lien, encumbrance, setoff right, or other claim of Atlantic Fiduciary Trust Company or any third party.

ARTICLE XI — MISCELLANEOUS

Section 11.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the 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.

Section 11.2 Jurisdiction and Venue. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York, New York County, and any appellate court therefrom, for any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Parties hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court and any claim that any such action, suit, or proceeding has been brought in an inconvenient forum. The Parties acknowledge that, pursuant to the Stipulation and Order Retaining Jurisdiction to Enforce Settlement entered in connection with the Action (Index No. 655421/2023), the Supreme Court of the State of New York, New York County, Commercial Division, has retained jurisdiction for a period of one hundred eighty (180) days following the Effective Date to enforce the terms and conditions of the Settlement Agreement and this Escrow Agreement, and each Party agrees not to contest or challenge such jurisdiction during such period. Service of process may be made in any manner permitted by New York law.

Section 11.3 Entire Agreement. This Agreement, together with the Settlement Agreement and the Exhibits attached hereto (Exhibits A, B, C, and D), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating thereto. No representation, warranty, promise, inducement, or statement of intention has been made by any Party that is not expressly set forth in this Agreement or the Settlement Agreement, and no Party shall be bound by or liable for any alleged representation, warranty, promise, inducement, or statement of intention not so set forth.

Section 11.4 Amendments. This Agreement may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by all Parties hereto. No oral agreement, course of dealing, or course of performance shall be effective to amend, modify, or supplement any provision of this Agreement.

Section 11.5 Waiver. No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and are not exclusive of any rights or remedies provided by law or equity.

Section 11.6 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. No Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of all other Parties hereto, and any purported assignment or transfer in violation of this Section 11.6 shall be null and void and of no force or effect.

Section 11.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The Parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the original intent and economic effect of the invalid, illegal, or unenforceable provision.

Section 11.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, electronic mail (including a PDF or any electronic signature complying with the federal ESIGN Act of 2000 or the New York Electronic Signatures and Records Act), or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. Each Party that delivers an executed counterpart by facsimile or electronic transmission shall also deliver a manually executed counterpart, but the failure to do so shall not affect the validity, enforceability, or binding effect of this Agreement.

Section 11.9 Confidentiality. The terms and conditions of this Agreement, including the amounts deposited in or held in the Escrow Account and the timing and amounts of any disbursements, shall be treated as strictly confidential by all Parties and shall not be disclosed to any third party without the prior written consent of all other Parties, except as follows and consistent with the confidentiality provisions set forth in the Settlement Agreement:

(a) disclosures to the Parties' respective insurers, including the Oceanus Mutual Protection & Indemnity Club and Fortis Marine Underwriters Ltd., to the extent necessary for the administration or enforcement of applicable insurance policies;

(b) disclosures to the Parties' respective lenders, including Meridian Capital Bank AG, to the extent required by the terms of any applicable credit agreement or financing arrangement;

(c) disclosures to the Parties' respective auditors, including Lysander & Associates, Chartered Accountants, to the extent necessary for the preparation or audit of financial statements;

(d) disclosures to the Parties' respective legal counsel and financial advisors who have a need to know such information in connection with the administration of this Agreement or the Settlement Agreement and who are bound by obligations of confidentiality;

(e) disclosures required by applicable law, regulation, court order, subpoena, or legal process, provided that the disclosing Party shall provide prompt written notice to the other Parties of such requirement (to the extent legally permissible) and shall cooperate with the other Parties in seeking a protective order or other appropriate remedy to limit the scope or nature of such disclosure; and

(f) disclosures required by applicable stock exchange rules or securities regulations.

Section 11.10 Relationship of Parties. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, employment, or fiduciary relationship between or among the TSL Parties and Northwind, or between any Party and any other Party, except that the Escrow Agent shall hold the Escrow Funds in a fiduciary capacity in accordance with the terms and conditions of this Agreement. No Party shall have authority to bind, obligate, or commit any other Party in any manner whatsoever, except as expressly provided herein.

Section 11.11 No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement. Without limiting the generality of the foregoing, neither the Oceanus Mutual Protection & Indemnity Club, Fortis Marine Underwriters Ltd., Meridian Capital Bank AG, nor any other third party shall be deemed a third-party beneficiary of this Agreement.

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

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

THALASSA SHIPPING & LOGISTICS SA

By: ________

Name: Alexandros Stavridis

Title: Chairman and Chief Executive Officer

Date: November 20, 2024

AEGEAN FORTUNA SHIPHOLDING LTD.

By: ________

Name: Alexandros Stavridis

Title: Authorized Signatory

Date: November 20, 2024

NORTHWIND MARITIME CORPORATION

By: ________

Name: Viktor Lindgren

Title: President and Managing Director

Date: November 20, 2024

ATLANTIC FIDUCIARY TRUST COMPANY, as Escrow Agent

By: ________

Name: Martin Schreiber

Title: Vice President, Escrow Services

Date: November 20, 2024

EXHIBIT A

Wire Transfer Instructions for Deposits into Escrow Account

All deposits into the Escrow Account shall be made by wire transfer of immediately available United States dollars to the following account:

All wire transfers must include the reference line set forth above. The sending party shall notify the Escrow Agent by email at mschreiber@atlanticfiduciary.com on the same Business Day as any wire transfer is initiated, providing the amount, the sending bank's name, and the expected value date.

The Escrow Agent shall not be responsible for any delays in the receipt of funds caused by errors in wire transfer instructions submitted by the sending party, by the failure of the sending party to include the required reference information, or by interruptions in the banking or wire transfer systems.

EXHIBIT B

Wire Transfer Instructions for Disbursements to Northwind

All disbursements to Northwind Maritime Corporation shall be made by wire transfer of immediately available United States dollars to the following account:

Northwind shall provide the Escrow Agent with complete and accurate wire transfer instructions, including account number, ABA routing number, and SWIFT code, under separate cover prior to the date on which the First Deposit is due. The Escrow Agent shall not be obligated to make any disbursement to Northwind until it has received complete wire transfer instructions from Northwind's Authorized Representative. Northwind may update its wire transfer instructions at any time by providing written notice to the Escrow Agent and the TSL Parties in accordance with Section 4.4 and Section 8.1 of this Agreement.

ESCROW AGREEMENT
Execution Version
November 20, 2024
ESCROW AGREEMENT
This ESCROW AGREEMENT (this "Agreement") is made and entered into as of November 20, 2024 (the "Effective Date"), by and among:
(1) Thalassa Shipping & Logistics SA, a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its headquarters at 42 Akti Miaouli, Piraeus 185 38, Greece ("TSL" or the "Depositor");
(2) Aegean Fortuna Shipholding Ltd., a limited liability company organized and existing under the laws of the Republic of Liberia, with its registered address at 80 Broad Street, Monrovia, Liberia ("Aegean Fortuna Shipholding" and, together with TSL, the "TSL Parties");
(3) Northwind Maritime Corporation, a corporation duly incorporated 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 ("Northwind" or the "Beneficiary"); and
(4) Atlantic Fiduciary Trust Company, a trust company organized and existing under the laws of the State of New York, with its offices at 60 Wall Street, Suite 2800, New York, NY 10005 (the "Escrow Agent").
Each of the foregoing is sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, TSL and Aegean Fortuna Shipholding Ltd. are the beneficial owner and registered owner, respectively, of the M/V Aegean Fortuna (IMO No. 9847231), a Supramax dry bulk carrier of approximately 58,000 deadweight tonnes, flagged in the Republic of Liberia and classed with the American Bureau of Shipping;
WHEREAS, TSL and Northwind entered into a time charter-party dated December 3, 2020 (Charter-Party Reference No. NW-TSL-CP-2020-1203) on an amended New York Produce Exchange Form 2015 ("NYPE 2015") for a period of thirty-six (36) months commencing on January 15, 2021 (the "Charter-Party"), pursuant to which TSL agreed to let and Northwind agreed to hire the M/V Aegean Fortuna for the carriage of dry bulk cargoes in international trade;
WHEREAS, disputes arose between the parties in connection with the performance and termination of the Charter-Party, and Northwind commenced an action captioned 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, before the Honorable Lorraine K. Chen, J.S.C., Part 49 (the "Action"), alleging, among other things, breach of the Charter-Party and seeking damages in excess of Ten Million Dollars ($10,000,000);
WHEREAS, the TSL Parties denied the material allegations of the complaint and asserted counterclaims against Northwind;
WHEREAS, the Parties have resolved the Action, including all claims and counterclaims asserted therein, by entering into that certain Settlement Agreement and Mutual General Release of even date herewith among the TSL Parties and Northwind (the "Settlement Agreement"), which provides for the payment by the TSL Parties to Northwind of a total settlement amount of Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000) in three installments, on the terms and conditions set forth therein;
WHEREAS, the Settlement Agreement requires that all settlement payments be deposited into escrow with a mutually agreed escrow agent and released to Northwind upon joint instruction or as otherwise provided herein, and the Parties have determined that the establishment of an escrow arrangement is essential to effectuate the orderly payment and receipt of the settlement amounts;
WHEREAS, the Parties have selected Atlantic Fiduciary Trust Company to serve as the Escrow Agent in connection with the Settlement Agreement, and Atlantic Fiduciary Trust Company has agreed to serve in such capacity upon and subject to the terms and conditions set forth in this Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties agree as follows:
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ARTICLE I — DEFINITIONS
Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
(a) "Authorized Representative" means (i) with respect to the TSL Parties, either Markos Theodorakis, General Counsel of TSL, or Alexandros Stavridis, Chairman and Chief Executive Officer of TSL; (ii) with respect to Northwind, either Richard Hartnett, General Counsel of Northwind, or Viktor Lindgren, President and Managing Director of Northwind; and (iii) with respect to the Escrow Agent, Martin Schreiber, Vice President, Escrow Services, Atlantic Fiduciary Trust Company. Any Party may change its Authorized Representative by written notice to the other Parties in accordance with Section 8.1.
(b) "Business Day" means any day other than a Saturday, a Sunday, or any day on which banking institutions in the City of New York, State of New York, are authorized or required by law, regulation, or executive order to be closed.
(c) "Consent Judgment" has the meaning ascribed to such term in Section 7.3 of the Settlement Agreement, and refers to the form of consent judgment attached as Exhibit E to the Settlement Agreement, which Northwind shall be entitled to enter in the Supreme Court of the State of New York, New York County, in the event of a Default.
(d) "Default" means the failure of the TSL Parties to make any deposit into the Escrow Account in the full amount and within the time periods specified in Section 2.2 of this Agreement, after giving effect to the cure period set forth in Section 6.1.
(e) "Effective Date" means November 20, 2024, the date of execution of the Settlement Agreement.
(f) "Escrow Account" means the segregated, interest-bearing account established and maintained by the Escrow Agent at Atlantic Fiduciary Trust Company, designated as Escrow Account No. ESC-2024-NYK-08831, in which the Escrow Funds shall be held.
(g) "Escrow Funds" means all funds deposited in the Escrow Account from time to time pursuant to this Agreement, together with any interest, income, or other earnings earned thereon and credited to the Escrow Account.
(h) "First Deposit" means the amount of Four Million Dollars ($4,000,000), which constitutes the first installment of the Total Settlement Amount, due for deposit into the Escrow Account within thirty (30) calendar days of the Effective Date.
(i) "Joint Written Instructions" means written instructions, substantially in the form attached hereto as Exhibit D, signed by an Authorized Representative of each of the TSL Parties and Northwind, directing the Escrow Agent to release, disburse, or otherwise dispose of all or any portion of the Escrow Funds.
(j) "P&I Contribution" means the Two Million Five Hundred Thousand Dollar ($2,500,000) contribution toward the Total Settlement Amount to be made by the Oceanus Mutual Protection & Indemnity Club under Policy No. OCE-P&I-2020-TSL-0047, subject to the approval of the Board of Directors of the Oceanus Mutual Protection & Indemnity Club.
(k) "Second Deposit" means the amount of Two Million Dollars ($2,000,000), which constitutes the second installment of the Total Settlement Amount, due for deposit into the Escrow Account within ninety (90) calendar days of the Effective Date.
(l) "Settlement Agreement" means the Settlement Agreement and Mutual General Release dated November 20, 2024, by and among the TSL Parties and Northwind, as the same may be amended, supplemented, or modified from time to time in accordance with the terms thereof.
(m) "Third Deposit" means the amount of One Million Eight Hundred Fifty Thousand Dollars ($1,850,000), which constitutes the third and final installment of the Total Settlement Amount, due for deposit into the Escrow Account within one hundred fifty (150) calendar days of the Effective Date.
(n) "Total Settlement Amount" means the aggregate sum of Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000), representing the total settlement consideration payable by the TSL Parties to Northwind pursuant to the Settlement Agreement, comprising the First Deposit, the Second Deposit, and the Third Deposit.
Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Settlement Agreement.
Section 1.2 Interpretation. In this Agreement, unless the context otherwise requires:
(a) References to "Articles," "Sections," and "Exhibits" are references to Articles, Sections, and Exhibits of and to this Agreement.
(b) The headings of Articles and Sections are inserted for convenience of reference only and shall not affect the interpretation or construction of any provision of this Agreement.
(c) Words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders.
(d) The word "including" (and words of similar import) means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.
(e) References to any statute, law, rule, or regulation shall be deemed to include all amendments thereto, and any successor statutes, laws, rules, or regulations.
(f) References to "dollars" or "$" are references to lawful money of the United States of America.
(g) The Parties have participated jointly in the negotiation and drafting of this Agreement, and, in the event of any ambiguity or question of intent or interpretation, this Agreement shall be construed as if drafted jointly by all Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSITS
Section 2.1 Escrow Account. The Escrow Agent has established and shall maintain the Escrow Account (Account No. ESC-2024-NYK-08831) at Atlantic Fiduciary Trust Company, 60 Wall Street, Suite 2800, New York, NY 10005, as a segregated, interest-bearing account held for the benefit of the Parties in accordance with the terms and conditions of this Agreement. The Escrow Agent shall maintain the Escrow Account separate and apart from all other accounts maintained by the Escrow Agent and shall not commingle the Escrow Funds with any other funds held by or on behalf of the Escrow Agent or any third party. The Escrow Account shall be maintained in the name of "Atlantic Fiduciary Trust Company, as Escrow Agent, for the benefit of the Parties to the TSL-Northwind Settlement Escrow." The Escrow Agent shall not use the Escrow Funds for any purpose other than as expressly authorized by this Agreement.
Section 2.2 Deposit Schedule. The TSL Parties shall deposit, or cause to be deposited, the following amounts into the Escrow Account by wire transfer of immediately available United States dollars in accordance with the wire transfer instructions set forth in Exhibit A hereto, on or before the dates specified below:
(a) First Deposit: Four Million Dollars ($4,000,000), to be deposited no later than the date that is thirty (30) calendar days after the Effective Date (i.e., no later than December 20, 2024). If such date falls on a day that is not a Business Day, the First Deposit shall be due on the immediately preceding Business Day.
(b) Second Deposit: Two Million Dollars ($2,000,000), to be deposited no later than the date that is ninety (90) calendar days after the Effective Date (i.e., no later than February 18, 2025). If such date falls on a day that is not a Business Day, the Second Deposit shall be due on the immediately preceding Business Day.
(c) Third Deposit: One Million Eight Hundred Fifty Thousand Dollars ($1,850,000), to be deposited no later than the date that is one hundred fifty (150) calendar days after the Effective Date (i.e., no later than April 19, 2025). If such date falls on a day that is not a Business Day, the Third Deposit shall be due on the immediately preceding Business Day.
The aggregate of all three deposits shall equal the Total Settlement Amount of Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000) (i.e., $4,000,000 + $2,000,000 + $1,850,000 = $7,850,000). The obligation to make each deposit in full and by the applicable due date is a material obligation of the TSL Parties under this Agreement and the Settlement Agreement. Time is of the essence with respect to each deposit.
Section 2.3 Source of Funds. Deposits may be made from any source available to the TSL Parties, and the Escrow Agent shall not be responsible for, and shall have no obligation to determine, verify, or inquire into, the source of any funds deposited into the Escrow Account. The Parties acknowledge that the Total Settlement Amount is expected to be funded from the following sources: (i) TSL corporate funds in the amount of Five Million Three Hundred Fifty Thousand Dollars ($5,350,000); and (ii) a contribution of Two Million Five Hundred Thousand Dollars ($2,500,000) from the Oceanus Mutual Protection & Indemnity Club under Policy No. OCE-P&I-2020-TSL-0047 (the "P&I Contribution"), subject to the approval of the Board of Directors of the Oceanus Mutual Protection & Indemnity Club. The TSL Parties acknowledge and agree that the P&I Contribution is expected but not guaranteed, and that the TSL Parties remain unconditionally obligated to make all deposits in the full amounts and within the time periods specified in Section 2.2 regardless of whether or when the P&I Contribution is received by the TSL Parties.
Section 2.4 Confirmation of Deposits. The Escrow Agent shall promptly confirm receipt of each deposit in writing (which may be by email) to the Authorized Representatives of each Party within one (1) Business Day following the Escrow Agent's receipt of such deposit. Each such confirmation shall specify the amount received, the date of receipt, and the cumulative balance of the Escrow Account (including any accrued interest or earnings) as of the date of the confirmation.
Section 2.5 Wire Transfer Instructions. The wire transfer instructions for deposits into the Escrow Account are set forth in Exhibit A attached hereto and incorporated herein by reference. The TSL Parties shall include the following reference on all wire transfers: "TSL-Northwind Settlement Escrow / Index No. 655421/2023." The Escrow Agent shall not be responsible for delays in the receipt of funds caused by errors in wire transfer instructions provided by the sending party or by interruptions in the banking or wire transfer systems.
ARTICLE III — INVESTMENT OF ESCROW FUNDS
Section 3.1 Investment. The Escrow Agent shall invest and reinvest the Escrow Funds, to the extent practicable, in one or more of the following permitted investments, as directed by Joint Written Instructions or, absent such instructions, as determined by the Escrow Agent in its reasonable discretion:
(a) Direct obligations of the United States of America, or obligations the principal of and interest on which are unconditionally guaranteed by the full faith and credit of the United States of America, in each case maturing within ninety (90) days of the date of purchase;
(b) Money market funds that invest exclusively in obligations described in clause (a) above or in repurchase agreements fully collateralized by such obligations, which money market funds are rated at least "AAAm" or the equivalent by a nationally recognized statistical rating organization (as defined under Section 3(a)(62) of the Securities Exchange Act of 1934, as amended);
(c) Certificates of deposit, time deposits, or demand deposits issued by or maintained at Atlantic Fiduciary Trust Company or any other commercial bank organized under the laws of the United States of America or any state thereof that (i) is a member of the Federal Deposit Insurance Corporation and (ii) has total capital and surplus of not less than Five Hundred Million Dollars ($500,000,000); and
(d) Such other investments as may be jointly directed in writing by the TSL Parties and Northwind, with the prior written consent of the Escrow Agent (which consent shall not be unreasonably withheld, conditioned, or delayed).
The Escrow Agent shall not be liable for any loss sustained as a result of any investment made in accordance with the terms of this Section 3.1, or as a result of the liquidation of any such investment prior to its maturity, or for any failure to maximize the return on any investment. The Parties acknowledge that the Escrow Agent is not providing investment advice and that the selection of any investment is subject to market conditions and availability.
Section 3.2 Income. All interest, dividends, and other income earned on the investment of the Escrow Funds (collectively, "Investment Income") shall be credited to and become part of the Escrow Funds and shall be held, invested, and disbursed by the Escrow Agent in accordance with the terms of this Agreement, including Article IV. Investment Income shall be allocated and disbursed to Northwind together with the principal amount of each deposit as provided in Section 4.1.
Section 3.3 Tax Reporting. For United States federal, state, and local income tax purposes, all interest and other income earned on the Escrow Funds shall be treated as income of Northwind Maritime Corporation (the Beneficiary), and the Escrow Agent shall report such income accordingly. Northwind shall provide the Escrow Agent with a completed and duly executed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), or any successor form, prior to the date on which the First Deposit is made. The Escrow Agent shall issue to Northwind appropriate Internal Revenue Service Forms 1099 (or any successor forms) with respect to all Investment Income earned on the Escrow Funds. Northwind's Taxpayer Identification Number shall be provided to the Escrow Agent under separate cover. For informational purposes, the Parties note that TSL's Greek Tax Identification Number (Αριθμός Φορολογικού Μητρώου / AFM) is 998342671, and Northwind's marshall Islands Entity Number is MI-94827. The Escrow Agent shall have no responsibility for the tax consequences of this Agreement to any Party and shall have no obligation to determine or advise any Party regarding any tax matter.
ARTICLE IV — DISBURSEMENT OF ESCROW FUNDS
Section 4.1 Release to Northwind. Upon receipt of each deposit into the Escrow Account in accordance with Section 2.2, the Escrow Agent shall release and disburse such deposited funds, together with any accrued Investment Income attributable thereto, to Northwind within two (2) Business Days of receipt of such deposit, provided that the Escrow Agent has received Joint Written Instructions (substantially in the form of Exhibit D hereto) directing such release. If no Joint Written Instructions have been received by the Escrow Agent within five (5) Business Days after the date on which the applicable deposit is received in the Escrow Account, the Escrow Agent shall release and disburse the applicable funds to Northwind upon receipt of a written certification from Northwind's Authorized Representative (which may be delivered by email with a PDF attachment bearing the signature of the Authorized Representative), certifying that:
(i) the applicable deposit has been timely made in the correct amount in accordance with Section 2.2; and
(ii) no dispute exists between the Parties regarding the release of such funds to Northwind.
The Escrow Agent shall be fully protected in relying upon any such certification and shall have no duty or obligation to verify the accuracy or truth of the statements contained therein.
Section 4.2 Disputed Disbursements. If, at any time prior to the release of Escrow Funds pursuant to Section 4.1, the Escrow Agent receives conflicting instructions from the Parties, or if the TSL Parties deliver a written objection to a proposed release to the Escrow Agent within the five (5) Business Day period described in Section 4.1, the Escrow Agent shall hold the disputed Escrow Funds in the Escrow Account without making any disbursement thereof and shall promptly notify all Parties in writing of the existence of the conflict or objection. The Escrow Agent shall continue to hold such disputed Escrow Funds until it receives either (a) Joint Written Instructions from the TSL Parties and Northwind directing the disposition of such funds, or (b) a final, non-appealable order or judgment of a court of competent jurisdiction directing the disposition of such funds. The Escrow Agent shall follow the dispute resolution procedures set forth in Article VII with respect to any such disputed disbursement. During any period in which the Escrow Funds are held pending resolution of a dispute, the Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 3.1.
Section 4.3 Release Upon Final Payment. Upon the deposit and release of the Third Deposit and all accrued Investment Income, and upon the Escrow Agent's confirmation that all Escrow Funds have been fully disbursed in accordance with this Agreement, the Escrow Agent shall provide a final written accounting to all Parties detailing all deposits received, Investment Income earned, disbursements made, and fees charged, and this Agreement shall terminate in accordance with Section 9.1. The Escrow Agent shall deliver such final accounting within fifteen (15) Business Days of the date of the final disbursement.
Section 4.4 Wire Transfer Instructions for Disbursement to Northwind. All disbursements to Northwind shall be made by wire transfer of immediately available United States dollars to the account designated by Northwind in the wire transfer instructions set forth in Exhibit B attached hereto and incorporated herein by reference. Northwind may change the designated account for the receipt of disbursements by providing the Escrow Agent and the TSL Parties with not less than five (5) Business Days' prior written notice, signed by an Authorized Representative of Northwind, setting forth the revised wire transfer instructions. The Escrow Agent shall not be liable for any delay or loss arising from the use of incorrect or incomplete wire transfer instructions provided by Northwind.
Section 4.5 No Setoff. The Escrow Agent shall not honor any instruction, claim, or demand from any Party, or from any third party, to setoff, deduct, withhold, or otherwise reduce any portion of the Escrow Funds, except as expressly provided in this Agreement or as directed by a final, non-appealable order or judgment of a court of competent jurisdiction. For the avoidance of doubt, the TSL Parties shall not be entitled to direct or request the Escrow Agent to withhold or setoff any amounts from the Escrow Funds on account of any claim, counterclaim, defense, or right of recoupment that the TSL Parties may assert against Northwind, whether arising under the Charter-Party, the Settlement Agreement, or otherwise.
ARTICLE V — DUTIES, RIGHTS, AND OBLIGATIONS OF THE ESCROW AGENT
Section 5.1 Standard of Care. The Escrow Agent undertakes to hold, safeguard, and disburse the Escrow Funds solely in accordance with the terms and conditions of this Agreement. The Escrow Agent shall act in good faith and shall exercise reasonable care consistent with the standards applicable to professional escrow agents in the performance of its duties hereunder. The Escrow Agent shall have no duties or obligations other than those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent.
Section 5.2 Reliance. The Escrow Agent shall be entitled to rely, and shall be fully protected in relying, upon:
(a) any written notice, instruction, request, certificate, direction, consent, or other document or communication believed by it in good faith to be genuine and to have been duly signed, executed, or presented by the proper person or persons;
(b) the advice of legal counsel (including counsel to any Party hereto) retained by the Escrow Agent at its own expense, or at the expense of the indemnifying Parties, with respect to any matter arising under or in connection with this Agreement, and the Escrow Agent shall not be liable for any action taken or omitted to be taken in good faith in accordance with such advice; and
(c) any Joint Written Instructions delivered by the Authorized Representatives of the TSL Parties and Northwind in the form contemplated by this Agreement and Exhibit D hereto.
Section 5.3 No Duty to Investigate. The Escrow Agent shall have no duty to investigate, verify, or confirm the authority, genuineness, completeness, or correctness of any document, instruction, notice, certification, or other communication received by it. The Escrow Agent shall have no duty to determine or inquire into the merits, terms, or provisions of any dispute between the TSL Parties and Northwind, or the enforceability or interpretation of the Settlement Agreement, the Charter-Party, or any other agreement between or among the other Parties. The Escrow Agent shall have no responsibility or liability for the sufficiency, correctness, genuineness, or validity of any instrument deposited with it or for the identity, authority, or rights of any person executing or delivering or purporting to execute or deliver any such instrument.
Section 5.4 Limitation of Liability. The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith, except to the extent that a final, non-appealable judgment of a court of competent jurisdiction determines that the Escrow Agent's gross negligence or willful misconduct was the proximate cause of any loss to a Party. In no event shall the Escrow Agent be liable for any indirect, consequential, special, incidental, exemplary, or punitive damages of any kind, regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and regardless of whether the Escrow Agent has been advised of the possibility of such damages. The Escrow Agent shall not be liable for any loss arising from (i) the acts, omissions, defaults, or insolvency of any other party, (ii) any force majeure event, including acts of God, war, terrorism, pandemic, epidemic, civil unrest, fire, flood, earthquake, strike, embargo, governmental action, or disruption of utility or telecommunications services, or (iii) any delay in performing its obligations hereunder caused by circumstances beyond its reasonable control.
Section 5.5 Indemnification. The TSL Parties and Northwind shall jointly and severally indemnify, defend, and hold harmless the Escrow Agent and its directors, officers, employees, agents, and representatives (each, an "Indemnified Person") from and against any and all losses, liabilities, damages, penalties, judgments, claims, costs, and expenses (including reasonable attorneys' fees, court costs, and expenses of investigation and litigation) (collectively, "Losses") arising out of or in connection with this Agreement or the Escrow Agent's acceptance of appointment as, or performance of its duties and obligations as, Escrow Agent hereunder, except to the extent that such Losses are finally determined by a court of competent jurisdiction to have resulted directly from the Escrow Agent's gross negligence or willful misconduct.
As between the TSL Parties and Northwind, and without affecting the joint and several nature of their indemnification obligations to the Escrow Agent, the TSL Parties shall bear sixty percent (60%) and Northwind shall bear forty percent (40%) of any indemnification payments made pursuant to this Section 5.5. Nothing in this Section 5.5 shall prevent either the TSL Parties or Northwind from seeking contribution from the other in the event that the allocation set forth herein results in an inequitable apportionment.
The Escrow Agent shall promptly notify the TSL Parties and Northwind in writing of any claim or demand made against any Indemnified Person for which indemnification may be sought under this Section 5.5; provided, however, that the failure to give such notice shall not relieve the TSL Parties or Northwind of their indemnification obligations except to the extent that such failure materially prejudices the other Party.
Section 5.6 Compensation. The Escrow Agent shall be entitled to reasonable compensation for its services hereunder as set forth in the fee schedule attached hereto as Exhibit C and incorporated herein by reference. Such fees shall be borne equally by the TSL Parties (fifty percent (50%)) and Northwind (fifty percent (50%)), and shall be invoiced separately to each Party in accordance with Exhibit C. The fees of the Escrow Agent shall not be deducted from the Escrow Funds unless otherwise agreed in writing by all Parties. In the event of any dispute or litigation requiring the Escrow Agent to incur extraordinary expenses, including legal fees, the Escrow Agent shall be entitled to reimbursement of such reasonable expenses, to be borne equally by the TSL Parties and Northwind in accordance with Section 5.5.
Section 5.7 Successor Escrow Agent. The Escrow Agent may resign at any time upon not less than thirty (30) days' prior written notice to the TSL Parties and Northwind. Upon receipt of such notice of resignation, the TSL Parties and Northwind shall jointly appoint a successor escrow agent within such thirty (30) day period. If the TSL Parties and Northwind are unable to agree upon a successor escrow agent within such period, the resigning Escrow Agent may apply to the Supreme Court of the State of New York, New York County, for the appointment of a successor escrow agent, and the costs of such application shall be borne equally by the TSL Parties and Northwind. If no successor escrow agent is appointed within the thirty (30) day notice period and the Escrow Agent has not applied for a court appointment, the Escrow Agent may deposit the Escrow Funds, together with all accrued Investment Income, with the Clerk of the Supreme Court of the State of New York, New York County, and upon such deposit, the Escrow Agent shall be fully discharged and released from all further obligations, responsibilities, and liabilities under this Agreement. The Escrow Agent may also be removed at any time by the joint written consent of the TSL Parties and Northwind, effective upon not less than thirty (30) days' prior written notice to the Escrow Agent and the appointment of a successor escrow agent.
Section 5.8 Primary Contact. Martin Schreiber, Vice President, Escrow Services, Atlantic Fiduciary Trust Company, shall serve as the primary point of contact for all matters arising under this Agreement. In the absence or unavailability of Mr. Schreiber, the Escrow Agent shall designate a substitute contact person and promptly notify the Parties of such designation in writing. All notices, instructions, and communications to the Escrow Agent shall be addressed as provided in Section 8.1.
ARTICLE VI — DEFAULT; CONSENT JUDGMENT
Section 6.1 Default by TSL Parties. A "Default" shall occur if any deposit required under Section 2.2 is not made in full in immediately available funds and credited to the Escrow Account within the applicable time period specified therein, subject to a cure period of five (5) Business Days after written notice of such failure is delivered by the Escrow Agent or Northwind to the TSL Parties in accordance with Section 8.1. For the avoidance of doubt, the failure of the TSL Parties to deposit any portion of the required amount by the applicable due date shall constitute a Default unless the full amount of the required deposit is received in the Escrow Account within the five (5) Business Day cure period. A partial deposit shall not cure a Default unless and until the entire required deposit amount has been received.
Section 6.2 Notice of Default. Upon the occurrence of a Default that is not cured within the five (5) Business Day cure period set forth in Section 6.1, the Escrow Agent shall, upon receipt of written notice from Northwind's Authorized Representative confirming the occurrence of such Default (which notice shall include a certification that the Default has not been cured), disburse any and all Escrow Funds then held in the Escrow Account, including any accrued Investment Income, to Northwind by wire transfer to the account specified in Exhibit B hereto, within two (2) Business Days of receipt of such notice. The Escrow Agent shall be fully protected in relying upon any such notice and certification from Northwind and shall have no obligation to independently verify the occurrence or continuation of such Default.
Section 6.3 Consent Judgment. Upon the occurrence of any Default that is not cured within the applicable cure period, Northwind shall have the right, in addition to and not in limitation of any other remedies available to it at law or in equity, to cause the entry of a consent judgment (the "Consent Judgment") in the Supreme Court of the State of New York, New York County, Commercial Division, in the amount of the unpaid balance of the Total Settlement Amount (after crediting any amounts previously disbursed to Northwind from the Escrow Account), together with interest thereon at the rate of nine percent (9%) per annum (the statutory rate of interest under Section 5004 of the New York Civil Practice Law and Rules) from the date of Default through the date of payment, all as more fully provided in Section 7.3 of the Settlement Agreement. The form of Consent Judgment is attached as Exhibit E to the Settlement Agreement and has been executed by the TSL Parties concurrently with the execution of the Settlement Agreement. The Escrow Agent acknowledges the foregoing provisions but shall have no obligations, duties, or responsibilities whatsoever with respect to the entry, enforcement, or satisfaction of any Consent Judgment.
Section 6.4 No Waiver. The disbursement of any Escrow Funds to Northwind upon the occurrence of a Default, whether pursuant to this Article VI or otherwise, shall not constitute a waiver by Northwind of any rights, claims, or remedies under the Settlement Agreement, this Agreement, or applicable law, including, without limitation, the right to cause the entry of the Consent Judgment for the full unpaid balance of the Total Settlement Amount plus accrued interest as described in Section 6.3. All rights and remedies of Northwind under this Agreement and the Settlement Agreement are cumulative and not exclusive of any other rights or remedies available at law, in equity, or otherwise.
ARTICLE VII — DISPUTE RESOLUTION
Section 7.1 Conflicting Instructions. In the event that the Escrow Agent receives conflicting instructions from the Parties, or in the event that any dispute or disagreement arises between the TSL Parties and Northwind (or any of them) regarding the Escrow Funds or the Escrow Agent's duties or obligations hereunder, the Escrow Agent shall be entitled, in its sole and absolute discretion, to take either or both of the following actions:
(a) refrain from taking any action (other than continuing to safeguard and invest the Escrow Funds in accordance with this Agreement) until such dispute is resolved either (i) by the mutual agreement of the TSL Parties and Northwind, evidenced by Joint Written Instructions delivered to the Escrow Agent, or (ii) by a final, non-appealable order or judgment of a court of competent jurisdiction directing the disposition of the Escrow Funds; or
(b) deposit the Escrow Funds, together with all accrued Investment Income, with the Clerk of the Supreme Court of the State of New York, New York County, by way of an interpleader action, in which case, upon the making of such deposit, the Escrow Agent shall be fully and finally discharged and released from all further obligations, duties, responsibilities, and liabilities under this Agreement with respect to the Escrow Funds so deposited.
The Escrow Agent shall not be liable for any delay in the disbursement of the Escrow Funds resulting from its good faith compliance with this Section 7.1.
Section 7.2 Interpleader. The Escrow Agent shall be entitled, at any time and in its sole discretion, to file an action in the nature of interpleader in the Supreme Court of the State of New York, New York County, or in any other court of competent jurisdiction, for the purpose of having the respective rights and obligations of the Parties adjudicated, and the Escrow Agent shall thereupon be fully released and discharged from all further duties, obligations, and liabilities hereunder upon deposit of the Escrow Funds into the registry of such court. The TSL Parties and Northwind shall jointly and severally indemnify and hold harmless the Escrow Agent for all reasonable costs and expenses (including reasonable attorneys' fees and court costs) incurred in connection with any such interpleader action, which costs and expenses shall be borne equally (fifty percent (50%) each) by the TSL Parties and Northwind as between themselves. The Escrow Agent may apply to the court for an award of its costs, fees, and expenses in connection with any interpleader action, and the Parties consent to such application.
Section 7.3 Jurisdiction. The Parties acknowledge and agree that, pursuant to the Stipulation and Order Retaining Jurisdiction to Enforce Settlement entered into by the Parties and approved by the Honorable Lorraine K. Chen, J.S.C., in connection with the Action (Index No. 655421/2023), the Supreme Court of the State of New York, New York County, Commercial Division, has retained jurisdiction for a period of one hundred eighty (180) days following the Effective Date (through approximately May 19, 2025) to enforce the terms and conditions of the Settlement Agreement and this Escrow Agreement. The Parties irrevocably submit to the jurisdiction of such court for purposes of any dispute arising under or relating to this Agreement during such period and thereafter in accordance with Section 11.2.
ARTICLE VIII — NOTICES
Section 8.1 Notices. All notices, instructions, requests, consents, demands, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally to the recipient; (b) one (1) Business Day after deposit with a nationally recognized overnight courier service (with tracking and written confirmation of delivery requested), charges prepaid; (c) three (3) Business Days after mailing by certified or registered mail, return receipt requested, postage prepaid; or (d) when transmitted by email (with a PDF or similar attachment containing the signed notice and with written or electronic confirmation of successful transmission and receipt), in each case addressed to the Party at the address or email address set forth below (or to such other address or email address as such Party may have specified in a notice duly given in accordance with this Section 8.1):
If to the TSL Parties:
Thalassa Shipping & Logistics SA 42 Akti Miaouli Piraeus 185 38, Greece
Attention: Markos Theodorakis, General Counsel
Email: m.theodorakis@thalassashipping.gr
With a copy to (which shall not constitute notice):
Calderwood & Harkness LLP One Liberty Plaza, 50th Floor New York, NY 10006
Attention: Douglas Carmichael, Esq.
Email: dcarmichael@calderwoodharkness.com
If to Northwind:
Northwind Maritime Corporation 1700 Harbor Gateway, Suite 500 Stamford, CT 06902
Attention: Richard Hartnett, General Counsel
Email: r.hartnett@northwindmaritime.com
With a copy to (which shall not constitute notice):
Hargrove, Delacroix & Stern LLP 600 Lexington Avenue, 28th Floor New York, NY 10022
Attention: Margaret Delacroix, Esq.
Email: mdelacroix@hdslaw.com
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
Email: mschreiber@atlanticfiduciary.com
Any Party may change its address or email address for purposes of notices hereunder by giving written notice of such change to each of the other Parties in the manner specified in this Section 8.1.
ARTICLE IX — TERM AND TERMINATION
Section 9.1 Term. This Agreement shall become effective upon execution and delivery hereof by all Parties and shall remain in full force and effect until the earlier of:
(a) the date on which all Escrow Funds (including all accrued Investment Income) have been fully disbursed in accordance with the terms of this Agreement and a final accounting has been provided by the Escrow Agent pursuant to Section 9.2; or
(b) the date on which this Agreement is terminated by the mutual written agreement of all Parties hereto, signed by an Authorized Representative of each Party.
Section 9.2 Final Accounting. Upon the termination of this Agreement, whether pursuant to Section 9.1(a) or Section 9.1(b), the Escrow Agent shall prepare and deliver to all Parties a final written accounting of all transactions relating to the Escrow Account, including a detailed statement of (i) all deposits received and the dates thereof, (ii) all Investment Income earned and credited to the Escrow Account, (iii) all disbursements made and the dates thereof, and (iv) all fees and expenses charged by the Escrow Agent. Such final accounting shall be delivered to all Parties within fifteen (15) Business Days of the date of the final disbursement of Escrow Funds from the Escrow Account. The Parties shall have thirty (30) days following receipt of the final accounting to raise any objection thereto in writing. If no objection is raised within such period, the final accounting shall be deemed accepted and approved by all Parties.
Section 9.3 Survival. Notwithstanding the termination of this Agreement, the provisions of Section 5.4 (Limitation of Liability), Section 5.5 (Indemnification), Article VII (Dispute Resolution), and this Section 9.3 shall survive the termination of this Agreement and shall continue in full force and effect with respect to any Losses, claims, disputes, or proceedings arising out of or relating to events occurring prior to such termination, until the latest of (i) the final resolution of any pending claim or proceeding, (ii) the expiration of any applicable statute of limitations, or (iii) the fulfillment of all indemnification obligations hereunder.
ARTICLE X — REPRESENTATIONS AND WARRANTIES
Section 10.1 TSL Parties' Representations and Warranties. Each of the TSL Parties hereby represents and warrants to Northwind and the Escrow Agent, as of the date hereof, as follows:
(a) Organization and Good Standing. TSL is a Société Anonyme duly organized, validly existing, and in good standing under the laws of the Hellenic Republic, with full corporate power and authority to own its properties and to conduct its business as presently conducted.
(b) Organization of Aegean Fortuna Shipholding. Aegean Fortuna Shipholding Ltd. is a limited liability company duly organized, validly existing, and in good standing under the laws of the Republic of Liberia (Registration No. LR-C-20167845), with full corporate power and authority to own its properties, including the M/V Aegean Fortuna, and to conduct its business as presently conducted.
(c) Power and Authority. Each TSL Party has full corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the performance of the obligations of each TSL Party hereunder have been duly and validly authorized by all necessary corporate action on the part of each such entity.
(d) Corporate Authorization. The execution and performance of this Agreement have been duly authorized by all necessary corporate action of each TSL Party, including, without limitation, a resolution of the Board of Directors of TSL dated October 18, 2024, authorizing the execution and delivery of the Settlement Agreement and this Agreement, and the performance of the obligations of TSL thereunder and hereunder, including the making of the deposits contemplated by Section 2.2.
(e) Binding Obligation. This Agreement has been duly executed and delivered by each TSL Party and constitutes the legal, valid, and binding obligation of each TSL Party, enforceable against each TSL Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general application affecting the rights and remedies of creditors and to general principles of equity.
(f) No Insolvency Proceedings. As of the date hereof, neither TSL nor Aegean Fortuna Shipholding Ltd. is the subject of any pending or, to the knowledge of the TSL Parties, contemplated petition in bankruptcy, insolvency, receivership, conservatorship, or similar proceeding in any jurisdiction, and neither TSL nor Aegean Fortuna Shipholding Ltd. has made a general assignment for the benefit of creditors or has otherwise admitted in writing its inability to pay its debts as they become due.
(g) No Conflict with Credit Agreement. The execution, delivery, and performance of this Agreement does not violate or conflict with, and will not result in a breach or default under, any provision of the Credit Agreement dated April 1, 2019 between TSL and Meridian Capital Bank AG, as amended from time to time (the "Credit Agreement"), or any other material agreement to which any TSL Party is a party. TSL shall provide written notice of the settlement and the terms thereof to Meridian Capital Bank AG in accordance with Section 8.14 of the Credit Agreement within the time period required thereby.
Section 10.2 Northwind's Representations and Warranties. Northwind hereby represents and warrants to the TSL Parties and the Escrow Agent, as of the date hereof, as follows:
(a) Organization and Good Standing. 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), with full corporate power and authority to own its properties and to conduct its business as presently conducted.
(b) Power and Authority. Northwind has full corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the performance of the obligations of Northwind hereunder have been duly and validly authorized by all necessary corporate action on the part of Northwind.
(c) Corporate Authorization. The execution and performance of this Agreement have been duly authorized by all necessary corporate action of Northwind, including resolutions of the Board of Directors of Northwind.
(d) Binding Obligation. This Agreement has been duly executed and delivered by Northwind and constitutes the legal, valid, and binding obligation of Northwind, enforceable against Northwind in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general application affecting the rights and remedies of creditors and to general principles of equity.
(e) No Insolvency Proceedings. As of the date hereof, Northwind is not the subject of any pending or, to the knowledge of Northwind, contemplated petition in bankruptcy, insolvency, receivership, conservatorship, or similar proceeding in any jurisdiction, and Northwind has not made a general assignment for the benefit of creditors or has otherwise admitted in writing its inability to pay its debts as they become due.
Section 10.3 Escrow Agent's Representations and Warranties. Atlantic Fiduciary Trust Company hereby represents and warrants to the TSL Parties and Northwind, as of the date hereof, as follows:
(a) Organization and Good Standing. Atlantic Fiduciary Trust Company is a trust company duly organized and validly existing under the laws of the State of New York, with full power and authority to act as a fiduciary and to perform the services contemplated by this Agreement.
(b) Power and Authority. Atlantic Fiduciary Trust Company has full corporate and fiduciary power and authority to execute, deliver, and perform this Agreement, and to accept appointment as and to serve as the Escrow Agent hereunder. The execution and delivery of this Agreement and the performance of the obligations of the Escrow Agent hereunder have been duly and validly authorized by all necessary corporate action.
(c) Escrow Account. The Escrow Account (Account No. ESC-2024-NYK-08831) has been duly established, is maintained at Atlantic Fiduciary Trust Company, and is a segregated, interest-bearing account that will be administered in accordance with the terms and conditions of this Agreement. The Escrow Account is not subject to any lien, encumbrance, setoff right, or other claim of Atlantic Fiduciary Trust Company or any third party.
ARTICLE XI — MISCELLANEOUS
Section 11.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the 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.
Section 11.2 Jurisdiction and Venue. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York, New York County, and any appellate court therefrom, for any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Parties hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court and any claim that any such action, suit, or proceeding has been brought in an inconvenient forum. The Parties acknowledge that, pursuant to the Stipulation and Order Retaining Jurisdiction to Enforce Settlement entered in connection with the Action (Index No. 655421/2023), the Supreme Court of the State of New York, New York County, Commercial Division, has retained jurisdiction for a period of one hundred eighty (180) days following the Effective Date to enforce the terms and conditions of the Settlement Agreement and this Escrow Agreement, and each Party agrees not to contest or challenge such jurisdiction during such period. Service of process may be made in any manner permitted by New York law.
Section 11.3 Entire Agreement. This Agreement, together with the Settlement Agreement and the Exhibits attached hereto (Exhibits A, B, C, and D), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating thereto. No representation, warranty, promise, inducement, or statement of intention has been made by any Party that is not expressly set forth in this Agreement or the Settlement Agreement, and no Party shall be bound by or liable for any alleged representation, warranty, promise, inducement, or statement of intention not so set forth.
Section 11.4 Amendments. This Agreement may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by all Parties hereto. No oral agreement, course of dealing, or course of performance shall be effective to amend, modify, or supplement any provision of this Agreement.
Section 11.5 Waiver. No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and are not exclusive of any rights or remedies provided by law or equity.
Section 11.6 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. No Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of all other Parties hereto, and any purported assignment or transfer in violation of this Section 11.6 shall be null and void and of no force or effect.
Section 11.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The Parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the original intent and economic effect of the invalid, illegal, or unenforceable provision.
Section 11.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, electronic mail (including a PDF or any electronic signature complying with the federal ESIGN Act of 2000 or the New York Electronic Signatures and Records Act), or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. Each Party that delivers an executed counterpart by facsimile or electronic transmission shall also deliver a manually executed counterpart, but the failure to do so shall not affect the validity, enforceability, or binding effect of this Agreement.
Section 11.9 Confidentiality. The terms and conditions of this Agreement, including the amounts deposited in or held in the Escrow Account and the timing and amounts of any disbursements, shall be treated as strictly confidential by all Parties and shall not be disclosed to any third party without the prior written consent of all other Parties, except as follows and consistent with the confidentiality provisions set forth in the Settlement Agreement:
(a) disclosures to the Parties' respective insurers, including the Oceanus Mutual Protection & Indemnity Club and Fortis Marine Underwriters Ltd., to the extent necessary for the administration or enforcement of applicable insurance policies;
(b) disclosures to the Parties' respective lenders, including Meridian Capital Bank AG, to the extent required by the terms of any applicable credit agreement or financing arrangement;
(c) disclosures to the Parties' respective auditors, including Lysander & Associates, Chartered Accountants, to the extent necessary for the preparation or audit of financial statements;
(d) disclosures to the Parties' respective legal counsel and financial advisors who have a need to know such information in connection with the administration of this Agreement or the Settlement Agreement and who are bound by obligations of confidentiality;
(e) disclosures required by applicable law, regulation, court order, subpoena, or legal process, provided that the disclosing Party shall provide prompt written notice to the other Parties of such requirement (to the extent legally permissible) and shall cooperate with the other Parties in seeking a protective order or other appropriate remedy to limit the scope or nature of such disclosure; and
(f) disclosures required by applicable stock exchange rules or securities regulations.
Section 11.10 Relationship of Parties. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, employment, or fiduciary relationship between or among the TSL Parties and Northwind, or between any Party and any other Party, except that the Escrow Agent shall hold the Escrow Funds in a fiduciary capacity in accordance with the terms and conditions of this Agreement. No Party shall have authority to bind, obligate, or commit any other Party in any manner whatsoever, except as expressly provided herein.
Section 11.11 No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement. Without limiting the generality of the foregoing, neither the Oceanus Mutual Protection & Indemnity Club, Fortis Marine Underwriters Ltd., Meridian Capital Bank AG, nor any other third party shall be deemed a third-party beneficiary of this Agreement.
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IN WITNESS WHEREOF, the Parties hereto have caused this Escrow Agreement to be duly executed and delivered as of the date first set forth above.
THALASSA SHIPPING & LOGISTICS SA
By: ________
Name: Alexandros Stavridis
Title: Chairman and Chief Executive Officer
Date: November 20, 2024
AEGEAN FORTUNA SHIPHOLDING LTD.
By: ________
Name: Alexandros Stavridis
Title: Authorized Signatory
Date: November 20, 2024
NORTHWIND MARITIME CORPORATION
By: ________
Name: Viktor Lindgren
Title: President and Managing Director
Date: November 20, 2024
ATLANTIC FIDUCIARY TRUST COMPANY, as Escrow Agent
By: ________
Name: Martin Schreiber
Title: Vice President, Escrow Services
Date: November 20, 2024
EXHIBIT A
Wire Transfer Instructions for Deposits into Escrow Account
All deposits into the Escrow Account shall be made by wire transfer of immediately available United States dollars to the following account:
All wire transfers must include the reference line set forth above. The sending party shall notify the Escrow Agent by email at mschreiber@atlanticfiduciary.com on the same Business Day as any wire transfer is initiated, providing the amount, the sending bank's name, and the expected value date.
The Escrow Agent shall not be responsible for any delays in the receipt of funds caused by errors in wire transfer instructions submitted by the sending party, by the failure of the sending party to include the required reference information, or by interruptions in the banking or wire transfer systems.
EXHIBIT B
Wire Transfer Instructions for Disbursements to Northwind
All disbursements to Northwind Maritime Corporation shall be made by wire transfer of immediately available United States dollars to the following account:
Northwind shall provide the Escrow Agent with complete and accurate wire transfer instructions, including account number, ABA routing number, and SWIFT code, under separate cover prior to the date on which the First Deposit is due. The Escrow Agent shall not be obligated to make any disbursement to Northwind until it has received complete wire transfer instructions from Northwind's Authorized Representative. Northwind may update its wire transfer instructions at any time by providing written notice to the Escrow Agent and the TSL Parties in accordance with Section 4.4 and Section 8.1 of this Agreement.
T

ESCROW AGREEMENT

ESCROW AGREEMENT

RECITALS

THALASSA SHIPPING & LOGISTICS SA

AEGEAN FORTUNA SHIPHOLDING LTD.

NORTHWIND MARITIME CORPORATION

EXHIBIT A

EXHIBIT B

Record

Parties

Dates

Amounts