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

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MEDIATOR'S TERM SHEET — SETTLEMENT IN PRINCIPLE

CONFIDENTIAL — FOR SETTLEMENT PURPOSES ONLY

Date: October 29, 2024

Mediation Conducted: October 28–29, 2024

Venue: Bayside Dispute Resolution Services LLC, 140 Broadway, Suite 3200, New York, NY 10005

Mediator: Hon. Gerald K. Fitzpatrick (Ret.)

Case Reference: Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, Supreme Court of the State of New York, New York County, Commercial Division (Part 49, Hon. Lorraine K. Chen, J.S.C.)

This Mediator's Term Sheet (this "Term Sheet") memorializes the principal terms upon which the parties identified below have reached a settlement in principle following a two-day mediation session conducted on October 28–29, 2024, under the supervision of the Honorable Gerald K. Fitzpatrick (Ret.), serving as neutral mediator through Bayside Dispute Resolution Services LLC. The terms set forth below reflect the good-faith agreement of the parties and are intended to govern their respective rights and obligations pending the execution of definitive settlement documentation as more fully described in Section 13 hereof.

1. Parties

Plaintiff: Northwind Maritime Corporation, a corporation duly organized and existing under the laws of the Republic of the marshall Islands, with its principal offices located at 1700 Harbor Gateway, Suite 500, Stamford, Connecticut 06902 (hereinafter referred to as "Northwind" or "Plaintiff").

Defendants:

(a) Thalassa Shipping & Logistics SA, a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its principal place of business and headquarters located at 42 Akti Miaouli, Piraeus 185 38, Greece (hereinafter referred to as "TSL"); and

(b) Aegean Fortuna Shipholding Ltd., a limited liability company organized and existing under the laws of the Republic of Liberia (hereinafter referred to as "Aegean Fortuna Shipholding").

TSL and Aegean Fortuna Shipholding are collectively referred to herein as the "Defendants" or the "Thalassa Parties." Northwind, TSL, and Aegean Fortuna Shipholding are each individually referred to as a "Party" and collectively as the "Parties."

Counsel for Plaintiff: Hargrove, Delacroix & Stern LLP, 600 Lexington Avenue, 28th Floor, New York, New York 10022, by and through Margaret Delacroix, Lead Partner.

Counsel for Defendants: Calderwood & Harkness LLP, One Liberty Plaza, 50th Floor, New York, New York 10006, by and through Douglas Carmichael, Responsible Partner.

2. Settlement Amount

In full and final resolution of all claims, counterclaims, cross-claims, and any and all other disputes between and among the Parties arising out of or relating to the above-captioned action, the Thalassa Parties shall pay to Northwind a total settlement amount of Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000.00) (the "Settlement Amount").

The Settlement Amount represents the negotiated compromise of Northwind's claims, which as pled in the Verified Amended Complaint totaled approximately $18,300,000.00 in damages (inclusive of alleged off-hire losses, charter-party breach damages, vessel damage claims, and consequential damages), as well as the Thalassa Parties' counterclaim in the amount of $1,620,000.00 for unpaid hire allegedly due and owing under the charter-party. The Settlement Amount is agreed upon without any admission of fault, liability, or wrongdoing by any Party, as more fully set forth in Section 6 below.

3. Payment Structure

The Settlement Amount shall be paid by the Thalassa Parties to Northwind in three (3) installments, according to the following schedule:

(a) Payment 1 — $4,000,000.00 (Four Million Dollars): Due and payable within thirty (30) calendar days following the date of execution of the definitive Settlement Agreement by all Parties (such date of execution being referred to herein as the "Effective Date").

(b) Payment 2 — $2,000,000.00 (Two Million Dollars): Due and payable within ninety (90) calendar days following the Effective Date.

(c) Payment 3 — $1,850,000.00 (One Million Eight Hundred Fifty Thousand Dollars): Due and payable within one hundred fifty (150) calendar days following the Effective Date.

All payments shall be made by wire transfer of immediately available funds in United States Dollars to the escrow account identified in Section 4 below. A payment shall be deemed made on the date on which the wire transfer is received by the escrow agent and the funds are confirmed as cleared and available. In the event that any payment date falls on a weekend or a day on which banks in the City of New York are not open for general commercial business (a "Non-Business Day"), such payment shall be due on the next succeeding Business Day.

The obligation to make payments under this Section 3 shall be the joint and several obligation of TSL and Aegean Fortuna Shipholding, and the failure of one Thalassa Party to make a required payment shall not relieve the other Thalassa Party of its obligation to ensure timely payment of the full amount due.

4. Escrow

All settlement payments made pursuant to Section 3 above shall be deposited with Atlantic Fiduciary Trust Company, located at 60 Wall Street, Suite 2800, New York, New York 10005 (the "Escrow Agent"). The designated escrow account for receipt of all settlement funds is:

Escrow Account No.: ESC-2024-NYK-08831 Contact: Martin Schreiber, Vice President, Escrow Services Atlantic Fiduciary Trust Company 60 Wall Street, Suite 2800 New York, NY 10005

Funds held in the escrow account shall be maintained in a federally insured, interest-bearing account or such other investment vehicle as the Parties may jointly direct in writing. Any interest earned on escrowed funds shall accrue for the benefit of Northwind and shall be disbursed to Northwind together with the underlying settlement payments unless otherwise agreed by the Parties.

Funds deposited with the Escrow Agent shall be released to Northwind upon joint written instruction signed by counsel for both Parties (or their designated representatives), or as otherwise provided in the definitive Escrow Agreement to be executed by the Parties and the Escrow Agent. In the event of any dispute concerning the release of escrowed funds, the Escrow Agent shall hold such funds pending resolution of the dispute by agreement of the Parties, by order of a court of competent jurisdiction, or as otherwise provided in the Escrow Agreement.

The Parties agree to negotiate in good faith and execute a separate Escrow Agreement with the Escrow Agent, which shall be executed contemporaneously with the definitive Settlement Agreement. The Escrow Agreement shall set forth, among other things, the terms governing the deposit, maintenance, investment, and disbursement of the escrowed funds, the Escrow Agent's fees and expenses (which shall be borne equally by the Parties unless otherwise agreed), and the Escrow Agent's liability and indemnification provisions.

5. Mutual General Release

Upon execution of the definitive Settlement Agreement and Mutual General Release, each Party shall fully, finally, and irrevocably release and forever discharge the other Party or Parties from any and all claims, counterclaims, cross-claims, third-party claims, demands, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, obligations, liabilities, costs, expenses, and attorneys' fees, whether known or unknown, foreseen or unforeseen, matured or unmatured, liquidated or unliquidated, at law or in equity, of whatsoever kind and nature, that arise out of, relate to, or are in any way connected with:

(a) the charter-party agreement dated December 3, 2020, bearing Reference Number NW-TSL-CP-2020-1203, entered into between Northwind and TSL for the time charter of the M/V Aegean Fortuna (IMO Number 9847231), including all addenda, riders, amendments, and supplements thereto, and all performance, non-performance, or breach thereof; and

(b) the above-captioned litigation, Index No. 655421/2023, Supreme Court of the State of New York, New York County, Commercial Division, including without limitation all claims asserted or that could have been asserted in the Verified Amended Complaint, all counterclaims asserted or that could have been asserted in the Verified Answer and Counterclaim, and all motions, discovery disputes, and other proceedings had therein.

Without limiting the generality of the foregoing, the mutual general release shall encompass the following:

(i) Northwind's claims against the Thalassa Parties, as pled in the Verified Amended Complaint, totaling approximately $18,300,000.00, including but not limited to claims for breach of charter-party, off-hire losses, vessel damage, cargo loss, demurrage, and consequential damages; and

(ii) TSL's counterclaim against Northwind in the amount of $1,620,000.00 for alleged unpaid hire and associated charges under the charter-party.

The mutual general release shall extend to and inure to the benefit of each Party and each Party's respective past and present parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, members, managers, shareholders, partners, employees, agents, representatives, attorneys, insurers, reinsurers, and any other persons or entities acting on behalf of or claiming through any of the foregoing (collectively, the "Released Parties"). Each Party covenants not to sue, commence, maintain, or prosecute any action or proceeding against any Released Party with respect to any released claim.

6. No Admission of Liability

This settlement, including the payment of the Settlement Amount and all other terms set forth herein and in the definitive Settlement Agreement, does not constitute and shall not be construed as an admission of liability, fault, wrongdoing, or responsibility by any Party with respect to any of the claims, counterclaims, defenses, or other matters at issue in the above-captioned action or otherwise.

Neither this Term Sheet, the definitive Settlement Agreement, the Escrow Agreement, nor any statements, proposals, or communications made during the course of the mediation shall be admissible in evidence, offered, or used in any judicial, arbitral, administrative, or other proceeding for any purpose, including but not limited to as evidence of liability, as evidence of the invalidity of any claim or defense, or as evidence of the amount of damages. This provision shall not, however, preclude the use or admissibility of the definitive Settlement Agreement in any proceeding to enforce its terms, to enter a consent judgment pursuant to Section 8, or to file a Stipulation of discontinuance pursuant to Section 10.

7. Confidentiality

The existence and terms of this Term Sheet, the definitive Settlement Agreement, the Escrow Agreement, and the Settlement Amount, including the payment structure and all related terms and conditions, shall be strictly confidential and shall not be disclosed by any Party or by counsel for any Party to any third party, except as expressly permitted below.

Notwithstanding the foregoing, the following disclosures shall be permitted:

(a) Insurers: Each Party may disclose the terms of the settlement to its respective insurers, including, in the case of TSL and Aegean Fortuna Shipholding, Oceanus Mutual Protection & Indemnity Club and Fortis Marine Underwriters Ltd., and including any insurer or reinsurer from whom a Party is seeking or may seek coverage, contribution, or indemnification with respect to the claims settled herein;

(b) Lenders: Each Party may disclose the terms of the settlement to its respective lenders and financial institutions, including, in the case of TSL, Meridian Capital Bank AG, as required or advisable under the terms of any credit agreement, loan agreement, or other financing arrangement to which such Party is a party;

(c) Auditors: Each Party may disclose the terms of the settlement to its respective independent auditors and accountants as reasonably necessary for purposes of financial statement preparation, audit, or review;

(d) Legal and Tax Advisors: Each Party may disclose the terms of the settlement to its respective legal counsel (including in-house counsel) and tax advisors, in each case for the purpose of obtaining legal or tax advice in connection with the settlement; and

(e) Required Disclosures: Any Party may disclose the terms of the settlement to the extent required by applicable law, regulation, or valid order of a court or governmental authority of competent jurisdiction, provided that the disclosing Party shall, to the extent legally permissible and practicable, provide the other Parties with prompt written notice of any such required disclosure and shall cooperate with the other Parties in seeking a protective order or other appropriate remedy to limit the scope of any such disclosure.

Any person or entity to whom disclosure is made pursuant to this Section 7 shall be informed of the confidential nature of the settlement and shall be required, as a condition of disclosure, to agree to maintain such confidentiality in a manner consistent with this Section 7. Each Party shall be responsible for any breach of confidentiality by its respective permitted recipients.

8. Consent Judgment Upon Default

In the event that any Thalassa Party fails to make any scheduled payment required under Section 3 of this Term Sheet (or the corresponding provisions of the definitive Settlement Agreement) within five (5) business days following the applicable due date (a "Payment Default"), Northwind shall be entitled, upon written notice to the defaulting Thalassa Party or Parties, to enter a consent judgment against the defaulting Party or Parties in the Supreme Court of the State of New York, New York County, for the full unpaid balance of the Settlement Amount then remaining due and owing, together with interest thereon at the rate of nine percent (9%) per annum (the applicable New York statutory rate of interest pursuant to CPLR § 5004), calculated from the date of the Payment Default through the date of payment in full.

The definitive Settlement Agreement shall include, as an exhibit or attachment thereto, a form of consent judgment in a form mutually agreed upon by the Parties (the "Consent Judgment"). The executed Consent Judgment shall be held in escrow by the Escrow Agent, or by counsel for Northwind, or shall otherwise be available for immediate filing with the Court upon the occurrence of a Payment Default. The Thalassa Parties hereby consent to the entry of such judgment and agree not to oppose or contest the filing, entry, or enforcement thereof, except on the sole ground that the alleged Payment Default has been cured or did not in fact occur.

The right to enter a consent judgment pursuant to this Section 8 shall be in addition to, and not in limitation of, any other rights or remedies available to Northwind at law or in equity, including but not limited to the right to recover reasonable attorneys' fees and costs incurred in connection with the enforcement of the settlement.

9. Withdrawal of Pending Motions

Upon execution of the definitive Settlement Agreement by all Parties, the Parties shall promptly take all steps necessary to withdraw, with prejudice, all pending motions, applications, and requests for relief in the above-captioned action. Without limiting the generality of the foregoing, the Defendants shall withdraw, with prejudice, Defendants' Motion for Partial Summary Judgment, which was filed on September 20, 2024, and which remains pending before the Court.

The Parties shall cooperate in the preparation and filing of any stipulations, notices of withdrawal, or other documents required to effectuate the withdrawal of all pending motions and shall jointly notify the Court and the Clerk of the Commercial Division of the settlement and the withdrawal of all pending motions as promptly as practicable following the Effective Date.

10. Stipulation of discontinuance

Within ten (10) business days following confirmed receipt by Northwind of the third and final settlement payment (Payment 3) as set forth in Section 3(c) above, and provided that all prior payments have been made in full, the Parties shall execute and file with the Clerk of the Supreme Court of the State of New York, New York County, a Stipulation of discontinuance with Prejudice in the above-captioned action, Index No. 655421/2023. The Stipulation of discontinuance shall provide that the action is discontinued with prejudice as to all Parties and as to all claims, counterclaims, and cross-claims asserted therein, without costs or attorneys' fees to any Party except as otherwise provided in the definitive Settlement Agreement.

Notwithstanding the filing of the Stipulation of discontinuance, the Court shall retain jurisdiction over the above-captioned action for a period of one hundred eighty (180) days following the Effective Date (the "Retention Period") for the sole and limited purpose of enforcing the terms of the Settlement Agreement, including but not limited to the entry of a consent judgment upon a Payment Default pursuant to Section 8 and the resolution of any disputes arising under the Settlement Agreement. The Stipulation of discontinuance shall expressly provide for such retention of jurisdiction and shall be in a form approved by the Court.

11. Representations and Warranties

Each Party represents and warrants to the other Parties, as of the date hereof and as of the Effective Date of the definitive Settlement Agreement, as follows:

(a) Authority. Such Party has the full corporate power, legal capacity, and authority to enter into this Term Sheet and the definitive Settlement Agreement, and to perform its obligations hereunder and thereunder. The execution and delivery of this Term Sheet, and the performance of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of such Party, and no further approval, consent, or authorization of any person or entity is required in connection therewith.

(b) No Assignment of Claims. No claim, right, cause of action, or interest of any kind that is being released pursuant to Section 5 of this Term Sheet has been assigned, transferred, conveyed, pledged, hypothecated, or otherwise encumbered or disposed of by such Party to any third party, in whole or in part, and such Party is the sole and exclusive owner of all such claims, rights, and causes of action.

(c) No Insolvency Proceedings. No petition in bankruptcy, application for receivership, proceeding for reorganization, arrangement, or composition with creditors, or any other insolvency proceeding of any kind, whether voluntary or involuntary, is pending, has been filed, or is contemplated with respect to such Party or any of its affiliates that are signatories hereto. Such Party is solvent and has not made any assignment for the benefit of creditors, nor has any receiver, trustee, or similar fiduciary been appointed for such Party or for any substantial part of its assets.

Each Party acknowledges that the other Parties are relying upon the accuracy and completeness of the foregoing representations and warranties in entering into this settlement, and that such representations and warranties shall survive the execution and delivery of the definitive Settlement Agreement and the consummation of the transactions contemplated thereby.

12. Return/Destruction of discovery Materials

Within sixty (60) calendar days following confirmed receipt by Northwind of the final settlement payment (Payment 3), each Party shall, at its election, return to the producing Party or destroy all documents, electronically stored information, tangible items, and other materials produced by the other Party or Parties in the course of discovery in the above-captioned action, including all copies, reproductions, summaries, abstracts, compilations, and derivative works thereof (collectively, "Discovery Materials").

Upon completion of such return or destruction, each Party shall provide to the other Party or Parties a written certification, signed by counsel of record, confirming that all discovery Materials received from the certifying Party have been returned or destroyed in accordance with this Section 12. Such certification shall be provided within ten (10) business days following the completion of the return or destruction.

Notwithstanding the foregoing, each Party may retain (i) one archival copy of the discovery Materials in the possession of outside counsel, maintained in a secure and confidential manner, solely for the purpose of establishing compliance with the terms of the Settlement Agreement or for use in connection with any proceeding to enforce the Settlement Agreement, and (ii) any copies of discovery Materials that are required to be retained by applicable law, regulation, or professional ethical obligation, provided that such retained copies shall remain subject to the terms of any Confidentiality Stipulation and Protective Order entered in the above-captioned action.

13. Definitive Documentation

The Parties agree to negotiate in good faith and to use their respective best efforts to finalize, execute, and deliver a definitive Settlement Agreement and Mutual General Release (the "Settlement Agreement") and a separate Escrow Agreement with the Escrow Agent, each in a form mutually acceptable to all Parties and consistent with the terms set forth in this Term Sheet, as promptly as practicable following the date hereof, and in any event no later than thirty (30) calendar days from the date of this Term Sheet. The definitive Settlement Agreement shall incorporate the terms set forth herein and may contain such additional terms and provisions as are customary for agreements of this type and as the Parties may mutually agree.

Binding Effect of This Term Sheet. This Term Sheet memorializes the principal terms of the Parties' settlement in principle. The Parties acknowledge and agree that this Term Sheet constitutes a binding agreement among the Parties as to the terms expressly set forth herein, subject to and contingent upon the negotiation, execution, and delivery of the definitive Settlement Agreement and Escrow Agreement. In the event of any conflict between the terms of this Term Sheet and the terms of the definitive Settlement Agreement, the terms of the definitive Settlement Agreement shall control.

Each Party agrees that it will not take any action, or fail to take any action, that would frustrate the purposes or intent of this Term Sheet or impede the timely negotiation and execution of the definitive Settlement Agreement. In the event that the Parties are unable to agree on the terms of the definitive Settlement Agreement within the thirty (30) day period specified above, any Party may request that the Mediator reconvene the mediation for the limited purpose of resolving any outstanding issues relating to the definitive documentation.

14. Governing Law

This Term Sheet and the definitive Settlement Agreement, and all matters arising out of or relating to this Term Sheet and the definitive Settlement Agreement, including all questions concerning the construction, interpretation, validity, and enforceability hereof and thereof, shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would result in the application of the laws of any other jurisdiction.

15. Lender and Insurer Notifications

TSL shall notify Meridian Capital Bank AG of the settlement and its principal terms within five (5) business days following the execution of the definitive Settlement Agreement, in accordance with, and to the extent required by, Section 8.14 (Notification of Material Litigation and Settlement) of the Credit Agreement dated April 1, 2019, by and between TSL and Meridian Capital Bank AG, as the same may have been amended, restated, supplemented, or otherwise modified from time to time. TSL shall provide Northwind with written confirmation that such notification has been made within two (2) business days following the delivery of such notice to Meridian Capital Bank AG.

To the extent that any other Party is required by the terms of any loan agreement, credit facility, insurance policy, or similar arrangement to notify a lender, insurer, or other third party of the settlement, such Party shall make such notification within the timeframe required by the applicable agreement or, if no specific timeframe is prescribed, within ten (10) business days following the execution of the definitive Settlement Agreement.

[SIGNATURE PAGE FOLLOWS]

SIGNATURE PAGE TO MEDIATOR'S TERM SHEET — SETTLEMENT IN PRINCIPLE

IN WITNESS WHEREOF, the undersigned, being duly authorized to act on behalf of their respective clients, have executed this Mediator's Term Sheet as of the date first written above, thereby acknowledging and confirming the Parties' agreement to the terms set forth herein.

FOR PLAINTIFF NORTHWIND MARITIME CORPORATION:

HARGROVE, DELACROIX & STERN LLP Counsel for Plaintiff

By: ________

Name: Margaret Delacroix

Title: Partner

Address: 600 Lexington Avenue, 28th Floor

New York, New York 10022

Date: October 29, 2024

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

CALDERWOOD & HARKNESS LLP Counsel for Defendants

By: ________

Name: Douglas Carmichael

Title: Partner

Address: One Liberty Plaza, 50th Floor

New York, New York 10006

Date: October 29, 2024

ACKNOWLEDGED BY MEDIATOR:

BAYSIDE DISPUTE RESOLUTION SERVICES LLC

By: ________

Name: Hon. Gerald K. Fitzpatrick (Ret.)

Title: Mediator

Address: 140 Broadway, Suite 3200

New York, New York 10005

Date: October 29, 2024

This Mediator's Term Sheet consists of the foregoing pages and is delivered to counsel for all Parties. This document is confidential and is intended solely for settlement purposes. It is protected by Federal Rule of Evidence 408 and its state-law equivalents, including New York CPLR § 4547.

MEDIATOR'S TERM SHEET — SETTLEMENT IN PRINCIPLE
CONFIDENTIAL — FOR SETTLEMENT PURPOSES ONLY
Date: October 29, 2024
Mediation Conducted: October 28–29, 2024
Venue: Bayside Dispute Resolution Services LLC, 140 Broadway, Suite 3200, New York, NY 10005
Mediator: Hon. Gerald K. Fitzpatrick (Ret.)
Case Reference: Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, Supreme Court of the State of New York, New York County, Commercial Division (Part 49, Hon. Lorraine K. Chen, J.S.C.)
This Mediator's Term Sheet (this "Term Sheet") memorializes the principal terms upon which the parties identified below have reached a settlement in principle following a two-day mediation session conducted on October 28–29, 2024, under the supervision of the Honorable Gerald K. Fitzpatrick (Ret.), serving as neutral mediator through Bayside Dispute Resolution Services LLC. The terms set forth below reflect the good-faith agreement of the parties and are intended to govern their respective rights and obligations pending the execution of definitive settlement documentation as more fully described in Section 13 hereof.
1. Parties
Plaintiff: Northwind Maritime Corporation, a corporation duly organized and existing under the laws of the Republic of the marshall Islands, with its principal offices located at 1700 Harbor Gateway, Suite 500, Stamford, Connecticut 06902 (hereinafter referred to as "Northwind" or "Plaintiff").
Defendants:
(a) Thalassa Shipping & Logistics SA, a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its principal place of business and headquarters located at 42 Akti Miaouli, Piraeus 185 38, Greece (hereinafter referred to as "TSL"); and
(b) Aegean Fortuna Shipholding Ltd., a limited liability company organized and existing under the laws of the Republic of Liberia (hereinafter referred to as "Aegean Fortuna Shipholding").
TSL and Aegean Fortuna Shipholding are collectively referred to herein as the "Defendants" or the "Thalassa Parties." Northwind, TSL, and Aegean Fortuna Shipholding are each individually referred to as a "Party" and collectively as the "Parties."
Counsel for Plaintiff: Hargrove, Delacroix & Stern LLP, 600 Lexington Avenue, 28th Floor, New York, New York 10022, by and through Margaret Delacroix, Lead Partner.
Counsel for Defendants: Calderwood & Harkness LLP, One Liberty Plaza, 50th Floor, New York, New York 10006, by and through Douglas Carmichael, Responsible Partner.
2. Settlement Amount
In full and final resolution of all claims, counterclaims, cross-claims, and any and all other disputes between and among the Parties arising out of or relating to the above-captioned action, the Thalassa Parties shall pay to Northwind a total settlement amount of Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000.00) (the "Settlement Amount").
The Settlement Amount represents the negotiated compromise of Northwind's claims, which as pled in the Verified Amended Complaint totaled approximately $18,300,000.00 in damages (inclusive of alleged off-hire losses, charter-party breach damages, vessel damage claims, and consequential damages), as well as the Thalassa Parties' counterclaim in the amount of $1,620,000.00 for unpaid hire allegedly due and owing under the charter-party. The Settlement Amount is agreed upon without any admission of fault, liability, or wrongdoing by any Party, as more fully set forth in Section 6 below.
3. Payment Structure
The Settlement Amount shall be paid by the Thalassa Parties to Northwind in three (3) installments, according to the following schedule:
(a) Payment 1 — $4,000,000.00 (Four Million Dollars): Due and payable within thirty (30) calendar days following the date of execution of the definitive Settlement Agreement by all Parties (such date of execution being referred to herein as the "Effective Date").
(b) Payment 2 — $2,000,000.00 (Two Million Dollars): Due and payable within ninety (90) calendar days following the Effective Date.
(c) Payment 3 — $1,850,000.00 (One Million Eight Hundred Fifty Thousand Dollars): Due and payable within one hundred fifty (150) calendar days following the Effective Date.
All payments shall be made by wire transfer of immediately available funds in United States Dollars to the escrow account identified in Section 4 below. A payment shall be deemed made on the date on which the wire transfer is received by the escrow agent and the funds are confirmed as cleared and available. In the event that any payment date falls on a weekend or a day on which banks in the City of New York are not open for general commercial business (a "Non-Business Day"), such payment shall be due on the next succeeding Business Day.
The obligation to make payments under this Section 3 shall be the joint and several obligation of TSL and Aegean Fortuna Shipholding, and the failure of one Thalassa Party to make a required payment shall not relieve the other Thalassa Party of its obligation to ensure timely payment of the full amount due.
4. Escrow
All settlement payments made pursuant to Section 3 above shall be deposited with Atlantic Fiduciary Trust Company, located at 60 Wall Street, Suite 2800, New York, New York 10005 (the "Escrow Agent"). The designated escrow account for receipt of all settlement funds is:
Escrow Account No.: ESC-2024-NYK-08831 Contact: Martin Schreiber, Vice President, Escrow Services Atlantic Fiduciary Trust Company 60 Wall Street, Suite 2800 New York, NY 10005
Funds held in the escrow account shall be maintained in a federally insured, interest-bearing account or such other investment vehicle as the Parties may jointly direct in writing. Any interest earned on escrowed funds shall accrue for the benefit of Northwind and shall be disbursed to Northwind together with the underlying settlement payments unless otherwise agreed by the Parties.
Funds deposited with the Escrow Agent shall be released to Northwind upon joint written instruction signed by counsel for both Parties (or their designated representatives), or as otherwise provided in the definitive Escrow Agreement to be executed by the Parties and the Escrow Agent. In the event of any dispute concerning the release of escrowed funds, the Escrow Agent shall hold such funds pending resolution of the dispute by agreement of the Parties, by order of a court of competent jurisdiction, or as otherwise provided in the Escrow Agreement.
The Parties agree to negotiate in good faith and execute a separate Escrow Agreement with the Escrow Agent, which shall be executed contemporaneously with the definitive Settlement Agreement. The Escrow Agreement shall set forth, among other things, the terms governing the deposit, maintenance, investment, and disbursement of the escrowed funds, the Escrow Agent's fees and expenses (which shall be borne equally by the Parties unless otherwise agreed), and the Escrow Agent's liability and indemnification provisions.
5. Mutual General Release
Upon execution of the definitive Settlement Agreement and Mutual General Release, each Party shall fully, finally, and irrevocably release and forever discharge the other Party or Parties from any and all claims, counterclaims, cross-claims, third-party claims, demands, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, obligations, liabilities, costs, expenses, and attorneys' fees, whether known or unknown, foreseen or unforeseen, matured or unmatured, liquidated or unliquidated, at law or in equity, of whatsoever kind and nature, that arise out of, relate to, or are in any way connected with:
(a) the charter-party agreement dated December 3, 2020, bearing Reference Number NW-TSL-CP-2020-1203, entered into between Northwind and TSL for the time charter of the M/V Aegean Fortuna (IMO Number 9847231), including all addenda, riders, amendments, and supplements thereto, and all performance, non-performance, or breach thereof; and
(b) the above-captioned litigation, Index No. 655421/2023, Supreme Court of the State of New York, New York County, Commercial Division, including without limitation all claims asserted or that could have been asserted in the Verified Amended Complaint, all counterclaims asserted or that could have been asserted in the Verified Answer and Counterclaim, and all motions, discovery disputes, and other proceedings had therein.
Without limiting the generality of the foregoing, the mutual general release shall encompass the following:
(i) Northwind's claims against the Thalassa Parties, as pled in the Verified Amended Complaint, totaling approximately $18,300,000.00, including but not limited to claims for breach of charter-party, off-hire losses, vessel damage, cargo loss, demurrage, and consequential damages; and
(ii) TSL's counterclaim against Northwind in the amount of $1,620,000.00 for alleged unpaid hire and associated charges under the charter-party.
The mutual general release shall extend to and inure to the benefit of each Party and each Party's respective past and present parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, members, managers, shareholders, partners, employees, agents, representatives, attorneys, insurers, reinsurers, and any other persons or entities acting on behalf of or claiming through any of the foregoing (collectively, the "Released Parties"). Each Party covenants not to sue, commence, maintain, or prosecute any action or proceeding against any Released Party with respect to any released claim.
6. No Admission of Liability
This settlement, including the payment of the Settlement Amount and all other terms set forth herein and in the definitive Settlement Agreement, does not constitute and shall not be construed as an admission of liability, fault, wrongdoing, or responsibility by any Party with respect to any of the claims, counterclaims, defenses, or other matters at issue in the above-captioned action or otherwise.
Neither this Term Sheet, the definitive Settlement Agreement, the Escrow Agreement, nor any statements, proposals, or communications made during the course of the mediation shall be admissible in evidence, offered, or used in any judicial, arbitral, administrative, or other proceeding for any purpose, including but not limited to as evidence of liability, as evidence of the invalidity of any claim or defense, or as evidence of the amount of damages. This provision shall not, however, preclude the use or admissibility of the definitive Settlement Agreement in any proceeding to enforce its terms, to enter a consent judgment pursuant to Section 8, or to file a Stipulation of discontinuance pursuant to Section 10.
7. Confidentiality
The existence and terms of this Term Sheet, the definitive Settlement Agreement, the Escrow Agreement, and the Settlement Amount, including the payment structure and all related terms and conditions, shall be strictly confidential and shall not be disclosed by any Party or by counsel for any Party to any third party, except as expressly permitted below.
Notwithstanding the foregoing, the following disclosures shall be permitted:
(a) Insurers: Each Party may disclose the terms of the settlement to its respective insurers, including, in the case of TSL and Aegean Fortuna Shipholding, Oceanus Mutual Protection & Indemnity Club and Fortis Marine Underwriters Ltd., and including any insurer or reinsurer from whom a Party is seeking or may seek coverage, contribution, or indemnification with respect to the claims settled herein;
(b) Lenders: Each Party may disclose the terms of the settlement to its respective lenders and financial institutions, including, in the case of TSL, Meridian Capital Bank AG, as required or advisable under the terms of any credit agreement, loan agreement, or other financing arrangement to which such Party is a party;
(c) Auditors: Each Party may disclose the terms of the settlement to its respective independent auditors and accountants as reasonably necessary for purposes of financial statement preparation, audit, or review;
(d) Legal and Tax Advisors: Each Party may disclose the terms of the settlement to its respective legal counsel (including in-house counsel) and tax advisors, in each case for the purpose of obtaining legal or tax advice in connection with the settlement; and
(e) Required Disclosures: Any Party may disclose the terms of the settlement to the extent required by applicable law, regulation, or valid order of a court or governmental authority of competent jurisdiction, provided that the disclosing Party shall, to the extent legally permissible and practicable, provide the other Parties with prompt written notice of any such required disclosure and shall cooperate with the other Parties in seeking a protective order or other appropriate remedy to limit the scope of any such disclosure.
Any person or entity to whom disclosure is made pursuant to this Section 7 shall be informed of the confidential nature of the settlement and shall be required, as a condition of disclosure, to agree to maintain such confidentiality in a manner consistent with this Section 7. Each Party shall be responsible for any breach of confidentiality by its respective permitted recipients.
8. Consent Judgment Upon Default
In the event that any Thalassa Party fails to make any scheduled payment required under Section 3 of this Term Sheet (or the corresponding provisions of the definitive Settlement Agreement) within five (5) business days following the applicable due date (a "Payment Default"), Northwind shall be entitled, upon written notice to the defaulting Thalassa Party or Parties, to enter a consent judgment against the defaulting Party or Parties in the Supreme Court of the State of New York, New York County, for the full unpaid balance of the Settlement Amount then remaining due and owing, together with interest thereon at the rate of nine percent (9%) per annum (the applicable New York statutory rate of interest pursuant to CPLR § 5004), calculated from the date of the Payment Default through the date of payment in full.
The definitive Settlement Agreement shall include, as an exhibit or attachment thereto, a form of consent judgment in a form mutually agreed upon by the Parties (the "Consent Judgment"). The executed Consent Judgment shall be held in escrow by the Escrow Agent, or by counsel for Northwind, or shall otherwise be available for immediate filing with the Court upon the occurrence of a Payment Default. The Thalassa Parties hereby consent to the entry of such judgment and agree not to oppose or contest the filing, entry, or enforcement thereof, except on the sole ground that the alleged Payment Default has been cured or did not in fact occur.
The right to enter a consent judgment pursuant to this Section 8 shall be in addition to, and not in limitation of, any other rights or remedies available to Northwind at law or in equity, including but not limited to the right to recover reasonable attorneys' fees and costs incurred in connection with the enforcement of the settlement.
9. Withdrawal of Pending Motions
Upon execution of the definitive Settlement Agreement by all Parties, the Parties shall promptly take all steps necessary to withdraw, with prejudice, all pending motions, applications, and requests for relief in the above-captioned action. Without limiting the generality of the foregoing, the Defendants shall withdraw, with prejudice, Defendants' Motion for Partial Summary Judgment, which was filed on September 20, 2024, and which remains pending before the Court.
The Parties shall cooperate in the preparation and filing of any stipulations, notices of withdrawal, or other documents required to effectuate the withdrawal of all pending motions and shall jointly notify the Court and the Clerk of the Commercial Division of the settlement and the withdrawal of all pending motions as promptly as practicable following the Effective Date.
10. Stipulation of discontinuance
Within ten (10) business days following confirmed receipt by Northwind of the third and final settlement payment (Payment 3) as set forth in Section 3(c) above, and provided that all prior payments have been made in full, the Parties shall execute and file with the Clerk of the Supreme Court of the State of New York, New York County, a Stipulation of discontinuance with Prejudice in the above-captioned action, Index No. 655421/2023. The Stipulation of discontinuance shall provide that the action is discontinued with prejudice as to all Parties and as to all claims, counterclaims, and cross-claims asserted therein, without costs or attorneys' fees to any Party except as otherwise provided in the definitive Settlement Agreement.
Notwithstanding the filing of the Stipulation of discontinuance, the Court shall retain jurisdiction over the above-captioned action for a period of one hundred eighty (180) days following the Effective Date (the "Retention Period") for the sole and limited purpose of enforcing the terms of the Settlement Agreement, including but not limited to the entry of a consent judgment upon a Payment Default pursuant to Section 8 and the resolution of any disputes arising under the Settlement Agreement. The Stipulation of discontinuance shall expressly provide for such retention of jurisdiction and shall be in a form approved by the Court.
11. Representations and Warranties
Each Party represents and warrants to the other Parties, as of the date hereof and as of the Effective Date of the definitive Settlement Agreement, as follows:
(a) Authority. Such Party has the full corporate power, legal capacity, and authority to enter into this Term Sheet and the definitive Settlement Agreement, and to perform its obligations hereunder and thereunder. The execution and delivery of this Term Sheet, and the performance of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of such Party, and no further approval, consent, or authorization of any person or entity is required in connection therewith.
(b) No Assignment of Claims. No claim, right, cause of action, or interest of any kind that is being released pursuant to Section 5 of this Term Sheet has been assigned, transferred, conveyed, pledged, hypothecated, or otherwise encumbered or disposed of by such Party to any third party, in whole or in part, and such Party is the sole and exclusive owner of all such claims, rights, and causes of action.
(c) No Insolvency Proceedings. No petition in bankruptcy, application for receivership, proceeding for reorganization, arrangement, or composition with creditors, or any other insolvency proceeding of any kind, whether voluntary or involuntary, is pending, has been filed, or is contemplated with respect to such Party or any of its affiliates that are signatories hereto. Such Party is solvent and has not made any assignment for the benefit of creditors, nor has any receiver, trustee, or similar fiduciary been appointed for such Party or for any substantial part of its assets.
Each Party acknowledges that the other Parties are relying upon the accuracy and completeness of the foregoing representations and warranties in entering into this settlement, and that such representations and warranties shall survive the execution and delivery of the definitive Settlement Agreement and the consummation of the transactions contemplated thereby.
12. Return/Destruction of discovery Materials
Within sixty (60) calendar days following confirmed receipt by Northwind of the final settlement payment (Payment 3), each Party shall, at its election, return to the producing Party or destroy all documents, electronically stored information, tangible items, and other materials produced by the other Party or Parties in the course of discovery in the above-captioned action, including all copies, reproductions, summaries, abstracts, compilations, and derivative works thereof (collectively, "Discovery Materials").
Upon completion of such return or destruction, each Party shall provide to the other Party or Parties a written certification, signed by counsel of record, confirming that all discovery Materials received from the certifying Party have been returned or destroyed in accordance with this Section 12. Such certification shall be provided within ten (10) business days following the completion of the return or destruction.
Notwithstanding the foregoing, each Party may retain (i) one archival copy of the discovery Materials in the possession of outside counsel, maintained in a secure and confidential manner, solely for the purpose of establishing compliance with the terms of the Settlement Agreement or for use in connection with any proceeding to enforce the Settlement Agreement, and (ii) any copies of discovery Materials that are required to be retained by applicable law, regulation, or professional ethical obligation, provided that such retained copies shall remain subject to the terms of any Confidentiality Stipulation and Protective Order entered in the above-captioned action.
13. Definitive Documentation
The Parties agree to negotiate in good faith and to use their respective best efforts to finalize, execute, and deliver a definitive Settlement Agreement and Mutual General Release (the "Settlement Agreement") and a separate Escrow Agreement with the Escrow Agent, each in a form mutually acceptable to all Parties and consistent with the terms set forth in this Term Sheet, as promptly as practicable following the date hereof, and in any event no later than thirty (30) calendar days from the date of this Term Sheet. The definitive Settlement Agreement shall incorporate the terms set forth herein and may contain such additional terms and provisions as are customary for agreements of this type and as the Parties may mutually agree.
Binding Effect of This Term Sheet. This Term Sheet memorializes the principal terms of the Parties' settlement in principle. The Parties acknowledge and agree that this Term Sheet constitutes a binding agreement among the Parties as to the terms expressly set forth herein, subject to and contingent upon the negotiation, execution, and delivery of the definitive Settlement Agreement and Escrow Agreement. In the event of any conflict between the terms of this Term Sheet and the terms of the definitive Settlement Agreement, the terms of the definitive Settlement Agreement shall control.
Each Party agrees that it will not take any action, or fail to take any action, that would frustrate the purposes or intent of this Term Sheet or impede the timely negotiation and execution of the definitive Settlement Agreement. In the event that the Parties are unable to agree on the terms of the definitive Settlement Agreement within the thirty (30) day period specified above, any Party may request that the Mediator reconvene the mediation for the limited purpose of resolving any outstanding issues relating to the definitive documentation.
14. Governing Law
This Term Sheet and the definitive Settlement Agreement, and all matters arising out of or relating to this Term Sheet and the definitive Settlement Agreement, including all questions concerning the construction, interpretation, validity, and enforceability hereof and thereof, shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would result in the application of the laws of any other jurisdiction.
15. Lender and Insurer Notifications
TSL shall notify Meridian Capital Bank AG of the settlement and its principal terms within five (5) business days following the execution of the definitive Settlement Agreement, in accordance with, and to the extent required by, Section 8.14 (Notification of Material Litigation and Settlement) of the Credit Agreement dated April 1, 2019, by and between TSL and Meridian Capital Bank AG, as the same may have been amended, restated, supplemented, or otherwise modified from time to time. TSL shall provide Northwind with written confirmation that such notification has been made within two (2) business days following the delivery of such notice to Meridian Capital Bank AG.
To the extent that any other Party is required by the terms of any loan agreement, credit facility, insurance policy, or similar arrangement to notify a lender, insurer, or other third party of the settlement, such Party shall make such notification within the timeframe required by the applicable agreement or, if no specific timeframe is prescribed, within ten (10) business days following the execution of the definitive Settlement Agreement.
[SIGNATURE PAGE FOLLOWS]
SIGNATURE PAGE TO MEDIATOR'S TERM SHEET — SETTLEMENT IN PRINCIPLE
IN WITNESS WHEREOF, the undersigned, being duly authorized to act on behalf of their respective clients, have executed this Mediator's Term Sheet as of the date first written above, thereby acknowledging and confirming the Parties' agreement to the terms set forth herein.
FOR PLAINTIFF NORTHWIND MARITIME CORPORATION:
HARGROVE, DELACROIX & STERN LLP Counsel for Plaintiff
By: ________
Name: Margaret Delacroix
Title: Partner
Address: 600 Lexington Avenue, 28th Floor
New York, New York 10022
Date: October 29, 2024
FOR DEFENDANTS THALASSA SHIPPING & LOGISTICS SA AND AEGEAN FORTUNA SHIPHOLDING LTD.:
CALDERWOOD & HARKNESS LLP Counsel for Defendants
By: ________
Name: Douglas Carmichael
Title: Partner
Address: One Liberty Plaza, 50th Floor
New York, New York 10006
Date: October 29, 2024
ACKNOWLEDGED BY MEDIATOR:
BAYSIDE DISPUTE RESOLUTION SERVICES LLC
By: ________
Name: Hon. Gerald K. Fitzpatrick (Ret.)
Title: Mediator
Address: 140 Broadway, Suite 3200
New York, New York 10005
Date: October 29, 2024
This Mediator's Term Sheet consists of the foregoing pages and is delivered to counsel for all Parties. This document is confidential and is intended solely for settlement purposes. It is protected by Federal Rule of Evidence 408 and its state-law equivalents, including New York CPLR § 4547.

MEDIATOR'S TERM SHEET — SETTLEMENT IN PRINCIPLE

FOR PLAINTIFF NORTHWIND MARITIME CORPORATION:

ACKNOWLEDGED BY MEDIATOR:

BAYSIDE DISPUTE RESOLUTION SERVICES LLC

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