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SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

Execution Version

November 20, 2024

SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

This Settlement Agreement and Mutual General Release (this "Agreement") is 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 principal offices at 42 Akti Miaouli, Piraeus 185 38, Greece ("Thalassa" or "TSL");

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

(3) Northwind Maritime Corporation, a corporation incorporated under the laws of the Republic of the marshall Islands, with its principal office at 1700 Harbor Gateway, Suite 500, Stamford, CT 06902 ("Northwind").

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

RECITALS

WHEREAS:

A. The Charter-Party. On December 3, 2020, Aegean Fortuna Shipholding (as Owner) and Northwind (as Charterer) entered into a time charter-party on the New York Produce Exchange Form 2015 (NYPE 2015), as amended by Addenda Nos. 1 through 4 thereto (Charter-Party Reference No. NW-TSL-CP-2020-1203) (the "Charter-Party"), for the vessel M/V Aegean Fortuna (IMO No. 9847231), a Supramax dry bulk carrier of approximately 58,200 deadweight tonnage ("DWT"), flagged in the Republic of Liberia, for a charter period of thirty-six (36) months commencing on January 15, 2021 and expiring on January 14, 2024, at a daily hire rate of Fourteen Thousand Seven Hundred Fifty United States Dollars ($14,750);

B. The Litigation. On October 2, 2023, 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 (the "Action"), asserting claims for breach of the Charter-Party arising from alleged mechanical failures of the Vessel's main engine, auxiliary systems, and cargo-handling equipment, as well as alleged deviations from agreed trade routes, and seeking damages in the aggregate amount of approximately Eighteen Million Three Hundred Thousand United States Dollars ($18,300,000);

C. The Answer and Counterclaim. On November 17, 2023, the Thalassa Parties filed a Verified Answer in the Action denying liability on all counts and asserting affirmative defenses, including defenses based upon contractual limitation of liability, the Charterer's failure to mitigate damages, and the Charterer's alleged breaches of its own obligations under the Charter-Party, together with a counterclaim seeking One Million Six Hundred Twenty Thousand United States Dollars ($1,620,000) in unpaid hire for the period October 1 through December 31, 2022 (the "Counterclaim");

D. Procedural History. The Action has been the subject of extensive motion practice and discovery proceedings, including, without limitation: (i) the Thalassa Parties' Motion to Dismiss Counts III and V of the Complaint, filed on December 15, 2023, which was decided on March 8, 2024 by the Honorable Lorraine K. Chen, J.S.C., resulting in the dismissal with prejudice of Count V (unjust enrichment) and the narrowing of Count III (breach of implied warranty of seaworthiness) to exclude claims arising prior to July 8, 2022; (ii) extensive fact discovery conducted between January 2024 and August 2024, including the production of approximately 347,000 pages of documents by the Thalassa Parties and approximately 198,000 pages of documents by Northwind, the completion of twelve (12) fact depositions, and expert discovery including the exchange of expert reports and the depositions of four (4) expert witnesses; and (iii) the Thalassa Parties' Motion for Partial Summary Judgment on Counts I and III, filed on September 20, 2024, which remains pending before the Court with oral argument scheduled for December 6, 2024;

E. The Mediation. On October 28 and 29, 2024, the Parties participated in a formal mediation before the Honorable Gerald K. Fitzpatrick (Ret.) of Bayside Dispute Resolution Services LLC, located at 140 Broadway, Suite 3200, New York, NY 10005, and reached a settlement in principle on October 29, 2024, the material terms of which were memorialized in a mediator's term sheet signed by counsel for all Parties on that date (the "Term Sheet");

F. Desire to Resolve. The Parties desire to fully and finally resolve all claims, counterclaims, cross-claims, and disputes between and among them arising out of, relating to, or in connection with the Charter-Party, the M/V Aegean Fortuna, and the Action, including all claims that were asserted or that could have been asserted therein, on the terms and conditions set forth herein; and

G. No Admission of Liability. This Agreement is entered into for the purpose of compromising disputed claims and avoiding the expense, burden, and uncertainty of continued litigation, and does not constitute, and shall not be construed as, an admission of liability, wrongdoing, or fault by any Party with respect to any matter whatsoever.

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

ARTICLE 1 — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement.

1.1 "Action" means the 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, Part 49, assigned to the Honorable Lorraine K. Chen, J.S.C., together with all claims, counterclaims, cross-claims, motions, and proceedings therein.

1.2 "Charter-Party" means the time charter-party on the NYPE 2015 form, as amended by Addenda Nos. 1 through 4 thereto, dated December 3, 2020, Reference No. NW-TSL-CP-2020-1203, entered into between Aegean Fortuna Shipholding (as Owner) and Northwind (as Charterer) for the M/V Aegean Fortuna, together with all riders, addenda, amendments, and supplements thereto.

1.3 "Confidential Information" means the terms and conditions of this Agreement, the Settlement Amount, the payment schedule set forth in Section 2.1, the Escrow Agreement and the details thereof, all negotiations, draft agreements, mediation submissions, mediation statements, mediation briefs, and all other communications between and among the Parties, their counsel, and the mediator in connection with the mediation and the negotiation and execution of this Agreement.

1.4 "Consent Judgment" means the form of consent judgment annexed hereto as Exhibit D, in the amount of the then-unpaid balance of the Settlement Amount, together with interest thereon at the rate of nine percent (9%) per annum (the statutory rate under New York law, as set forth in CPLR Section 5004), to be entered by the Court only upon the occurrence of a Payment Default as provided in Article 7.

1.5 "Counterclaim" means the counterclaim filed by the Thalassa Parties on November 17, 2023 in the Action, seeking the sum of One Million Six Hundred Twenty Thousand United States Dollars ($1,620,000) in unpaid hire for the period October 1 through December 31, 2022, together with interest, costs, and attorneys' fees.

1.6 "Court" means the Supreme Court of the State of New York, New York County, Commercial Division.

1.7 "Effective Date" means the date on which this Agreement is executed by all Parties, which the Parties acknowledge and agree is November 20, 2024.

1.8 "Escrow Agent" means Atlantic Fiduciary Trust Company, located at 60 Wall Street, Suite 2800, New York, NY 10005, Attention: Martin Schreiber, Vice President, Escrow Services, or such successor escrow agent as may be appointed in accordance with the terms of the Escrow Agreement.

1.9 "Escrow Agreement" means the Escrow Agreement of even date herewith, entered into among the Thalassa Parties, Northwind, and the Escrow Agent, governing the establishment, maintenance, and administration of the Escrow Account, a copy of which is annexed hereto as Exhibit A.

1.10 "Escrow Account" means the escrow account designated as Account No. ESC-2024-NYK-08831, established and maintained by the Escrow Agent in accordance with the terms of the Escrow Agreement.

1.11 "Final Payment Date" means the date on which the third and final installment of the Settlement Amount is deposited into the Escrow Account and released to Northwind in accordance with the terms of Section 2.1(c) and the Escrow Agreement.

1.12 "Payment Default" has the meaning set forth in Section 7.2 of this Agreement.

1.13 "Released Claims" has the meaning set forth in Section 4.1 of this Agreement.

1.14 "Settlement Amount" means the aggregate sum of Seven Million Eight Hundred Fifty Thousand United States Dollars ($7,850,000), payable in the installments and on the schedule set forth in Section 2.1.

1.15 "Stipulation of discontinuance" means the Stipulation of discontinuance With Prejudice in the form annexed hereto as Exhibit C, to be executed and filed with the Court in accordance with Section 6.3 of this Agreement.

1.16 "Vessel" means the M/V Aegean Fortuna, IMO No. 9847231, a Supramax dry bulk carrier of approximately 58,200 DWT, flagged in the Republic of Liberia, classified by the Global Maritime Classification Bureau, and beneficially owned by Aegean Fortuna Shipholding Ltd.

ARTICLE 2 — SETTLEMENT AMOUNT AND PAYMENT SCHEDULE

2.1 Settlement Amount. In full and final settlement of all claims and counterclaims asserted or that could have been asserted in the Action, and all other Released Claims as defined herein, the Thalassa Parties shall pay, or cause to be paid, to Northwind the aggregate Settlement Amount of Seven Million Eight Hundred Fifty Thousand United States Dollars ($7,850,000), payable in three (3) installments as follows:

(a) First Installment. Four Million United States Dollars ($4,000,000), to be deposited by wire transfer of immediately available funds into the Escrow Account within thirty (30) calendar days of the Effective Date (i.e., on or before December 20, 2024).

(b) Second Installment. Two Million United States Dollars ($2,000,000), to be deposited by wire transfer of immediately available funds into the Escrow Account within ninety (90) calendar days of the Effective Date (i.e., on or before February 18, 2025).

(c) Third Installment. One Million Eight Hundred Fifty Thousand United States Dollars ($1,850,000), to be deposited by wire transfer of immediately available funds into the Escrow Account within one hundred fifty (150) calendar days of the Effective Date (i.e., on or before April 19, 2025).

The obligation to pay the Settlement Amount shall be a joint and several obligation of the Thalassa Parties.

2.2 Escrow Mechanism. All installments of the Settlement Amount shall be made by wire transfer of immediately available funds in United States Dollars to Escrow Account No. ESC-2024-NYK-08831 at Atlantic Fiduciary Trust Company, in accordance with the wire transfer instructions set forth in the Escrow Agreement. Each installment deposited into the Escrow Account shall be released to Northwind by the Escrow Agent promptly upon receipt of joint written instructions from counsel for the Parties, being Calderwood & Harkness LLP (counsel for the Thalassa Parties) and Hargrove, Delacroix & Stern LLP (counsel for Northwind), in accordance with the terms and conditions of the Escrow Agreement. Any interest earned on funds held in the Escrow Account shall be distributed to the Party ultimately entitled to receive the underlying principal in accordance with the Escrow Agreement.

2.3 Funding Sources. The source of the Settlement Amount shall be determined by the Thalassa Parties in their sole and absolute discretion. The Parties acknowledge that portions of the Settlement Amount may be funded by contributions from Thalassa's protection and indemnity insurer, Oceanus Mutual Protection & Indemnity Club, or from other insurance carriers maintained by the Thalassa Parties. The Parties further acknowledge and agree that any insurance-related arrangements, including the terms, timing, and conditions of insurance contributions, are solely between the Thalassa Parties and their respective insurers and do not in any way affect, diminish, or condition the Thalassa Parties' obligations to pay the Settlement Amount to Northwind in full and on the schedule set forth herein. In no event shall any dispute between the Thalassa Parties and their insurers excuse or delay the Thalassa Parties' payment obligations under this Agreement.

2.4 Taxes. Each Party shall be solely responsible for its own tax obligations, if any, arising from the receipt or payment of the Settlement Amount, including any applicable income, withholding, value-added, or other taxes imposed by any governmental authority. No Party makes any representation or warranty to any other Party regarding the tax treatment or tax consequences of the Settlement Amount or any payment made hereunder. Each Party agrees to indemnify and hold harmless the other Parties from any tax liability, penalty, or interest arising from such Party's failure to comply with its own tax obligations in connection with this Agreement.

ARTICLE 3 — WAIVER OF COUNTERCLAIM

3.1 Release of Counterclaim. Contemporaneously with the execution of this Agreement and as part of the consideration for the mutual release set forth in Article 4 and the payment of the Settlement Amount, the Thalassa Parties hereby irrevocably waive, release, and forever discharge all claims asserted in the Counterclaim, including, without limitation, the claim for One Million Six Hundred Twenty Thousand United States Dollars ($1,620,000) in unpaid hire for the period October 1 through December 31, 2022, and all claims arising therefrom, related thereto, or that could have been asserted in connection therewith. The Thalassa Parties acknowledge and agree that this waiver is unconditional and is not contingent upon the receipt of any portion of the Settlement Amount.

3.2 No Offset. For the avoidance of doubt, the Settlement Amount of Seven Million Eight Hundred Fifty Thousand United States Dollars ($7,850,000) is payable by the Thalassa Parties to Northwind in full, without any offset, deduction, setoff, recoupment, or counterclaim on account of the Counterclaim or any other claim, demand, or cause of action that the Thalassa Parties may have or claim to have against Northwind, whether arising under the Charter-Party, at law, in equity, in admiralty, or otherwise. The Thalassa Parties expressly waive any right of setoff or recoupment with respect to the Settlement Amount.

ARTICLE 4 — MUTUAL GENERAL RELEASE

4.1 Release by Northwind. Effective upon the Effective Date and subject to receipt of the Settlement Amount in full in accordance with Article 2, Northwind, for itself and on behalf of its parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, members, managers, shareholders, employees, agents, attorneys, accountants, advisors, consultants, and representatives, and each of their respective heirs, executors, administrators, successors, and assigns (collectively, the "Northwind Releasors"), hereby fully, finally, and irrevocably releases, acquits, and forever discharges the Thalassa Parties and each of their respective parents, subsidiaries, affiliates (including, without limitation, Aegean Fortuna Shipholding Ltd. and any entity directly or indirectly controlling, controlled by, or under common control with Thalassa Shipping & Logistics SA), predecessors, successors, assigns, officers, directors, members, managers, shareholders, employees, agents, insurers (including, without limitation, Oceanus Mutual Protection & Indemnity Club and Fortis Marine Underwriters Ltd.), attorneys, accountants, advisors, consultants, and representatives, and each of their respective heirs, executors, administrators, successors, and assigns (collectively, the "Thalassa Releasees"), from any and all claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, obligations, promises, variances, trespasses, judgments, executions, liens, liabilities, damages, losses, costs, and expenses of every kind, nature, and description whatsoever, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, liquidated or unliquidated, accrued or unaccrued, in law, equity, admiralty, or otherwise, that the Northwind Releasors ever had, now have, or hereafter may have against the Thalassa Releasees, or any of them, arising out of, relating to, or in connection with the Charter-Party, the Vessel, the Action, or any of the acts, omissions, events, facts, circumstances, or transactions alleged or that could have been alleged in the Action (collectively, the "Released Claims").

4.2 Release by the Thalassa Parties. Effective upon the Effective Date, each of the Thalassa Parties, for itself and on behalf of its respective parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, members, managers, shareholders, employees, agents, attorneys, accountants, advisors, consultants, and representatives, and each of their respective heirs, executors, administrators, successors, and assigns (collectively, the "Thalassa Releasors"), hereby fully, finally, and irrevocably releases, acquits, and forever discharges Northwind and its parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, members, managers, shareholders, employees, agents, insurers, attorneys, accountants, advisors, consultants, and representatives, and each of their respective heirs, executors, administrators, successors, and assigns (collectively, the "Northwind Releasees"), from any and all Released Claims, including, without limitation, all claims asserted or that could have been asserted in the Counterclaim or otherwise in the Action.

4.3 Scope of Release. The Released Claims released by the Northwind Releasors and the Thalassa Releasors include, without limitation:

(a) all claims for breach of the Charter-Party, whether arising under express or implied terms thereof;

(b) all claims arising from the mechanical incidents affecting the Vessel's main engine, auxiliary systems, and cargo-handling equipment during the periods of March 12 through April 2, 2022, July 8 through July 29, 2022, and November 15 through December 10, 2022, and any related off-hire periods;

(c) all claims arising from the alleged deviation of the Vessel to Maputo, Mozambique in or about September 2022, including all claims for additional voyage costs, delay, bunker consumption, and consequential damages arising therefrom;

(d) all claims for off-hire, liquidated damages under Clause 28 of the Charter-Party, substitute charter costs, cargo damage, demurrage, dead freight, additional port costs, bunker surcharges, lost sub-charter profit, third-party shipper claims, and legal fees, in each case arising from or related to the Charter-Party, the Vessel, or the Action;

(e) all claims for unpaid hire, including the claims for $1,620,000 in unpaid hire asserted in the Counterclaim;

(f) all claims sounding in contract, tort, negligence, gross negligence, willful misconduct, breach of warranty (whether express or implied), breach of the implied warranty of seaworthiness, strict liability, unjust enrichment, quantum meruit, conversion, fraud, misrepresentation, or any other legal or equitable theory, whether arising under the laws of any jurisdiction, including the laws of the Hellenic Republic, the Republic of Liberia, the Republic of the marshall Islands, the State of New York, the United States, or any other applicable jurisdiction; and

(g) all claims for damages (whether compensatory, consequential, incidental, special, punitive, or exemplary), costs, interest, attorneys' fees, expert fees, consultant fees, and expenses of every kind and nature.

4.4 Unknown Claims. Each Party expressly acknowledges that the releases set forth in this Article 4 extend to claims that such Party does not know or suspect to exist in its favor at the time of executing this Agreement, which, if known or suspected by such Party, might have materially affected its decision to enter into this Agreement. Each Party expressly waives and relinquishes, to the fullest extent permitted by applicable law, any rights and benefits it may have under Section 1542 of the California Civil Code, or any similar statute or common law principle of any jurisdiction, that would otherwise limit the release to claims known or suspected to exist at the time of execution. Section 1542 of the California Civil Code provides:

"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

Each Party acknowledges that it has been advised by its counsel with respect to the significance of this waiver and that it understands and voluntarily accepts the risk that facts additional to or different from the facts that it currently knows or believes to be true may exist with respect to the Released Claims.

4.5 Covenant Not to Sue. Each Party covenants and agrees that it shall not commence, maintain, or prosecute, or cause or permit to be commenced, maintained, or prosecuted, directly or indirectly, individually or as part of a class, any action, suit, proceeding, complaint, charge, grievance, or arbitration demand against any Released Party with respect to any of the Released Claims in any court, tribunal, arbitral forum, administrative agency, or other forum, whether domestic or foreign. If any Party breaches this covenant not to sue, the breaching Party shall be liable for all costs and expenses, including reasonable attorneys' fees, incurred by the Released Party in defending against such action, suit, or proceeding.

ARTICLE 5 — CONFIDENTIALITY

5.1 Confidentiality Obligation. The Parties agree that the terms and conditions of this Agreement, the Settlement Amount, the payment schedule, the mediation proceedings and submissions, and all negotiations, communications, and discussions leading to this Agreement (collectively, "Confidential Information") shall be kept strictly confidential and shall not be disclosed to any third party, except as expressly provided in Section 5.2 below. Each Party shall take reasonable steps to ensure that its officers, directors, employees, agents, and representatives who receive Confidential Information maintain the confidentiality thereof in accordance with this Article 5.

5.2 Permitted Disclosures. Notwithstanding the provisions of Section 5.1, each Party may disclose Confidential Information:

(a) to its insurers, including, in the case of the Thalassa Parties, Oceanus Mutual Protection & Indemnity Club, Fortis Marine Underwriters Ltd., and Castellan Professional Liability Insurers Ltd., and in the case of Northwind, its applicable marine and commercial liability insurers, in each case to the extent necessary in connection with insurance claims, coverage determinations, or regulatory reporting;

(b) to its lenders, including, in the case of the Thalassa Parties, Meridian Capital Bank AG, to the extent required under applicable credit agreements, loan covenants, or financing arrangements;

(c) to its auditors, including, in the case of the Thalassa Parties, Lysander & Associates, Chartered Accountants, and in the case of Northwind, its applicable independent auditors, to the extent necessary for the preparation or audit of financial statements;

(d) to its legal and financial advisors who have a need to know such information in connection with the provision of legal or financial advice to such Party, provided that such advisors are bound by professional obligations of confidentiality;

(e) to its officers, directors, and employees who have a bona fide need to know such information in connection with the performance of their duties, provided that such individuals are informed of the confidential nature of the information and agree to maintain its confidentiality;

(f) as required by applicable law, regulation, stock exchange rule, or valid subpoena, civil investigative demand, or order of a court or other governmental authority of competent jurisdiction; and

(g) in connection with any proceeding to enforce the terms of this Agreement.

5.3 Prior Notice of Required Disclosure. If a Party is required to disclose Confidential Information pursuant to Section 5.2(f), such Party shall, to the extent legally permissible, provide the other Parties with prompt written notice of such requirement prior to making any such disclosure, together with a description of the information to be disclosed, in order to afford the other Parties a reasonable opportunity to seek a protective order, confidentiality agreement, or other appropriate remedy. If such protective order or other remedy is not obtained, or if the other Parties waive compliance with the terms of this Section 5.3, the disclosing Party shall furnish only that portion of the Confidential Information that, in the opinion of its legal counsel, is legally required to be disclosed and shall exercise commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the information so disclosed.

5.4 Public Statements. Neither any Party nor its counsel shall issue any press release, public statement, public filing, or social media posting regarding this Agreement, the Settlement Amount, or the settlement of the Action without the prior written consent of the other Parties, which consent may be withheld in such Party's sole and absolute discretion. If any public statement is required by applicable law, regulation, or stock exchange rule, the Parties shall consult with each other and agree upon the content and timing of such statement prior to its issuance. Nothing in this Section 5.4 shall prevent any Party from stating, in response to any inquiry, that the Action has been resolved to the mutual satisfaction of the Parties.

ARTICLE 6 — DISCONTINUANCE AND WITHDRAWAL OF MOTIONS

6.1 Withdrawal of Pending Motions. Within five (5) business days of the Effective Date, the Parties shall execute and cause to be filed with the Court an agreed stipulation withdrawing with prejudice all pending motions in the Action, including, without limitation, the Thalassa Parties' Motion for Partial Summary Judgment on Counts I and III, filed on September 20, 2024. The Parties shall cooperate in the preparation and filing of such stipulation and shall bear their own respective costs in connection therewith.

6.2 Vacatur of Scheduled Appearances. Within five (5) business days of the Effective Date, the Parties, through their respective counsel, shall jointly advise the Court and the chambers of the Honorable Lorraine K. Chen, J.S.C., that the Action has been settled and that the oral argument on the Thalassa Parties' Motion for Partial Summary Judgment, currently scheduled for December 6, 2024, and any other scheduled court appearances, should be taken off the calendar and vacated.

6.3 Stipulation of discontinuance. Within ten (10) business days of the Final Payment Date (i.e., the date of receipt and release of the third and final installment of the Settlement Amount in accordance with Section 2.1(c) and the Escrow Agreement), the Parties shall execute and cause to be filed with the Court the Stipulation of discontinuance With Prejudice in the form annexed hereto as Exhibit C, discontinuing the Action with prejudice, including all claims, counterclaims, cross-claims, and affirmative defenses, without costs to any Party except as otherwise expressly provided in this Agreement. Each Party shall bear its own costs, attorneys' fees, and expenses in connection with the Action, except as otherwise provided herein.

6.4 Retention of Jurisdiction. Contemporaneously with the filing of the stipulation described in Section 6.1, the Parties shall submit to the Court a stipulation and proposed order, substantially in the form annexed hereto as Exhibit B, providing that the Court shall retain jurisdiction over the Action and the Parties for a period of one hundred eighty (180) days following the Effective Date (i.e., through May 19, 2025) for the sole and limited purpose of enforcing the terms and conditions of this Agreement, including, without limitation, the entry of the Consent Judgment upon the occurrence of a Payment Default as provided in Article 7. Such stipulation and order shall provide that, following the expiration of said 180-day period, the Court's retained jurisdiction shall terminate, provided that no Payment Default has occurred and no enforcement proceeding is then pending.

ARTICLE 7 — DEFAULT AND CONSENT JUDGMENT

7.1 Timely Payment Required. The Parties expressly acknowledge and agree that time is of the essence with respect to each installment of the Settlement Amount due under Section 2.1. The failure to make any installment payment on or before its due date shall constitute a material breach of this Agreement, subject to the Cure Period set forth in Section 7.2.

7.2 Payment Default. A "Payment Default" shall occur if any installment of the Settlement Amount is not deposited into the Escrow Account in the full amount required on or before the applicable due date set forth in Section 2.1, and such failure is not cured within ten (10) business days after such due date (each such ten (10) business day period, a "Cure Period"). A Payment Default shall be deemed to have occurred automatically upon the expiration of the applicable Cure Period without the need for any demand, notice of default, or other communication from Northwind to the Thalassa Parties. Notwithstanding the foregoing, if the Thalassa Parties demonstrate that the failure to make timely payment was caused solely by an error in wire transfer processing by the transmitting or receiving bank, and the Thalassa Parties initiated the wire transfer on or before the applicable due date, such failure shall not constitute a Payment Default, provided that the full installment amount is deposited into the Escrow Account within the Cure Period.

7.3 Consent Judgment. Upon the occurrence of a Payment Default, Northwind shall be entitled, without further notice to or demand upon the Thalassa Parties and without the necessity of any further proceeding, to present the Consent Judgment annexed hereto as Exhibit D to the Court for entry against the Thalassa Parties, jointly and severally, in the amount of the then-unpaid balance of the Settlement Amount, together with interest thereon at the rate of nine percent (9%) per annum (the statutory rate under New York law, as provided in CPLR Section 5004), calculated from the date of the Payment Default through the date of payment. The Thalassa Parties hereby irrevocably consent to the entry of the Consent Judgment in such amount and waive any and all defenses, objections, or challenges to the entry thereof, including any defense based on personal jurisdiction, improper venue, insufficiency of process, or insufficiency of service of process. The Thalassa Parties further acknowledge and agree that the Consent Judgment, once entered, shall be a final judgment enforceable in any court of competent jurisdiction.

7.4 Acceleration. Upon the occurrence of a Payment Default with respect to any installment, all remaining unpaid installments of the Settlement Amount shall become immediately due and payable in full, without further notice or demand, and shall bear interest at the rate specified in Section 7.3 from the date of the Payment Default.

7.5 Costs of Enforcement. In the event of a Payment Default, the Thalassa Parties shall be responsible for and shall promptly reimburse Northwind for all reasonable and documented costs and expenses, including reasonable attorneys' fees and disbursements, expert fees, court costs, and other expenses, incurred by Northwind in connection with the enforcement of this Agreement, the collection of the unpaid Settlement Amount, and the entry, domestication, and enforcement of the Consent Judgment in any jurisdiction.

ARTICLE 8 — REPRESENTATIONS AND WARRANTIES

8.1 Authority — Thalassa Parties. Each of the Thalassa Parties represents and warrants to Northwind as follows:

(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has the full corporate power and authority to enter into this Agreement and to perform all of its obligations hereunder;

(b) the execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of such Thalassa Party, including, with respect to Thalassa Shipping & Logistics SA, a resolution of the Board of Directors dated October 18, 2024, duly adopted at a meeting at which a quorum was present, authorizing the settlement of the Action on the terms set forth herein and the execution and delivery of this Agreement;

(d) this Agreement constitutes a valid and binding obligation of such Thalassa Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general applicability relating to or affecting creditors' rights and to general equity principles.

8.2 Authority — Northwind. Northwind represents and warrants to the Thalassa Parties as follows:

(a) it is duly organized, validly existing, and in good standing under the laws of the Republic of the marshall Islands and has the full corporate power and authority to enter into this Agreement and to perform all of its obligations hereunder;

(d) this Agreement constitutes a valid and binding obligation of Northwind, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general applicability relating to or affecting creditors' rights and to general equity principles.

8.3 No Assignment. Each Party represents and warrants that it has not assigned, transferred, conveyed, pledged, hypothecated, or otherwise disposed of any of the claims, demands, or causes of action released herein, or any part thereof, to any other person or entity, and that no other person or entity has any interest therein by reason of any act or omission of such Party.

8.4 No Bankruptcy. Each Party represents and warrants that, as of the Effective Date, no petition in bankruptcy, application for appointment of a receiver, or other insolvency proceeding has been filed by or against it, and that no such proceeding is pending or, to its knowledge after reasonable inquiry, threatened or contemplated. Each Party further represents and warrants that it is not insolvent and does not contemplate filing any petition in bankruptcy or any application for the appointment of a receiver or any similar proceeding.

8.5 Capacity of Signatories. Each individual executing this Agreement on behalf of a Party represents and warrants that he or she has been duly authorized by all necessary corporate or other organizational action to execute this Agreement on behalf of the Party for which he or she signs, and that such execution is binding upon the Party on whose behalf it is made in accordance with the terms hereof.

ARTICLE 9 — LENDER AND INSURER NOTIFICATIONS

9.1 Lender Notification. Within five (5) business days of the Effective Date, Thalassa shall notify Meridian Capital Bank AG, in writing, of the execution of this Agreement and the settlement of the Action in the aggregate amount of Seven Million Eight Hundred Fifty Thousand United States Dollars ($7,850,000), as required pursuant to Section 8.14 of the Credit Agreement dated April 1, 2019 between Thalassa and Meridian Capital Bank AG (as amended, the "Credit Agreement"), which requires notification to the lender of material litigation settlements exceeding Five Million United States Dollars ($5,000,000). Such notice shall be delivered in accordance with the notice provisions of the Credit Agreement. Thalassa shall provide Northwind with written confirmation that such notification has been timely delivered, including a copy of the notice as sent (redacted to remove commercially sensitive financial information unrelated to the settlement), within three (3) business days following delivery of such notice.

9.2 Insurer Notifications. Each Party shall provide such notices to its respective insurers as may be required under the terms and conditions of its applicable insurance policies, promptly following the execution of this Agreement. Without limiting the generality of the foregoing, the Thalassa Parties acknowledge and agree that they are obligated to provide notice of this Agreement and the settlement contemplated hereby to:

(a) Oceanus Mutual Protection & Indemnity Club, under Protection & Indemnity Policy No. OCE-P&I-2020-TSL-0047;

(b) Fortis Marine Underwriters Ltd., under Hull & Machinery Policy No. FMU-HM-2020-4892; and

Northwind acknowledges and agrees that the terms of this Agreement, including the mutual general release set forth in Article 4, shall be binding upon and enforceable against Northwind irrespective of any insurance coverage determination made by any of Northwind's insurers.

9.3 Reservation of Subrogation Rights. Nothing in this Agreement shall impair, prejudice, or otherwise affect the subrogation rights, if any, of Fortis Marine Underwriters Ltd. under Hull & Machinery Policy No. FMU-HM-2020-4892, or the subrogation rights, if any, of any other insurer under any other insurance policy, against any third party (other than the Parties to this Agreement and the Released Parties) arising from or related to the subject matter of the Action.

ARTICLE 10 — NO ADMISSION OF LIABILITY

10.1 This Agreement is entered into solely for the purpose of compromising and settling disputed claims and counterclaims between the Parties, and to avoid the expense, burden, inconvenience, and uncertainty of further litigation. Nothing contained in this Agreement, the negotiation of this Agreement, the payment of the Settlement Amount, the waiver of the Counterclaim, or the execution of this Agreement shall constitute, be construed as, or be admissible as evidence of, an admission of liability, fault, wrongdoing, or the validity or invalidity of any claim, counterclaim, defense, or position by any Party with respect to any matter whatsoever. Each Party expressly denies any liability, fault, or wrongdoing with respect to the claims and counterclaims asserted in the Action.

10.2 This Agreement, and the terms and conditions hereof, shall not be offered or received into evidence in any action, suit, or proceeding, whether at law, in equity, in admiralty, or otherwise, for any purpose other than in a proceeding to enforce the terms and conditions of this Agreement or as otherwise required by applicable law or regulation. The Parties agree that this provision is material to this Agreement and that any breach of this Section 10.2 would cause irreparable harm to the non-breaching Party.

ARTICLE 11 — RETURN AND DESTRUCTION OF DISCOVERY MATERIALS

11.1 Return or Destruction. Within sixty (60) calendar days of the Final Payment Date, each Party shall return to the producing Party, or destroy, all documents, materials, data, and information (including all copies, summaries, abstracts, notes, and compilations thereof, whether in paper, electronic, or any other form) obtained from any other Party or any non-party during discovery in the Action, including documents produced pursuant to subpoena, deposition transcripts, expert reports, and all work product derived therefrom to the extent such work product reveals the content of confidential discovery materials. Each Party shall cause its counsel, experts, consultants, and any other persons or entities who received discovery materials on its behalf to comply with the requirements of this Section 11.1.

11.2 Certification. Within ten (10) business days after the expiration of the sixty (60)-day period set forth in Section 11.1, counsel for each Party shall provide a written certification to opposing counsel confirming that, to the best of such counsel's knowledge, information, and belief, after reasonable inquiry, all discovery materials subject to return or destruction under Section 11.1 have been returned or destroyed in accordance with the provisions of this Article 11, subject to the exceptions set forth in Section 11.3 and any applicable document-retention obligations, litigation holds, or regulatory requirements. Such certification shall be in the form of a letter signed by a partner or authorized representative of the certifying law firm.

11.3 Exceptions. Notwithstanding the provisions of Section 11.1, each Party and its counsel may retain:

(a) one (1) archival copy of all pleadings, motions, briefs, court orders, and other papers filed in the Action, together with one (1) archival copy of this Agreement and all Exhibits hereto, solely for record-keeping and reference purposes;

(b) materials required to be retained under applicable law, regulation, professional ethical rules, or regulatory requirements, including the rules of professional conduct governing the applicable jurisdiction;

(c) materials residing on automated backup systems or disaster-recovery systems created in the ordinary course of business, provided that such materials are not accessed, used, or referenced for any purpose other than compliance with legal, regulatory, or system-administration requirements, and provided further that such materials shall remain subject to the confidentiality provisions of Article 5; and

(d) internal attorney work product and attorney-client privileged communications, to the extent such materials do not incorporate or reproduce verbatim the content of confidential discovery materials of the opposing Party.

ARTICLE 12 — MISCELLANEOUS PROVISIONS

12.1 Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without regard to its conflict of laws principles or any choice of law rules that would cause the application of the laws of any other jurisdiction.

12.2 Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Supreme Court of the State of New York, New York County, for any action, suit, or proceeding arising out of or relating to this Agreement, including any action to enforce the terms hereof or to enter the Consent Judgment. Each Party waives any objection to jurisdiction or venue in such Court, including any objection based on the doctrine of forum non conveniens. Service of process may be made in any manner permitted by the laws of the State of New York.

12.3 Entire Agreement. This Agreement, together with the Escrow Agreement annexed hereto as Exhibit A and the other Exhibits hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, and negotiations between and among the Parties, whether oral or written, including, without limitation, the Term Sheet dated October 29, 2024. No Party has relied upon any statement, representation, warranty, or agreement of any other Party except as expressly set forth herein. Each Party acknowledges that it has had the opportunity to consult with independent legal counsel of its own choosing and has been fully advised as to the legal consequences of entering into this Agreement.

12.4 Amendments. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by all Parties hereto. No oral agreement, course of dealing, or usage of trade shall serve to modify or amend any provision of this Agreement.

12.5 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 which such waiver is sought to be enforced. The failure of any Party to exercise or enforce any right or provision of this Agreement at any time shall not constitute a waiver of such right or provision or of any other right or provision, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy. All rights and remedies under this Agreement are cumulative and are in addition to any other rights and remedies available at law, in equity, in admiralty, or otherwise.

12.6 Severability. If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is held to be invalid, illegal, or unenforceable by any court or tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the Parties, and the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. In the event that any provision is determined to be wholly invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to agree upon a substitute provision that is valid, legal, and enforceable and that, to the greatest extent possible, achieves the Parties' original commercial intent.

12.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic means, including by portable document format (PDF) transmitted by email or by electronic signature (including Brightwater Software, Ashford Health IT, or similar technology), shall be deemed valid and effective delivery of an original executed counterpart and shall be binding upon the executing Party to the same extent as delivery of an originally executed counterpart.

12.8 Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given or made: (i) when delivered by hand; (ii) one (1) business day after being sent by nationally recognized overnight courier service (with tracking and confirmation of delivery); or (iii) when sent by email (with written confirmation of receipt by the recipient, such as a reply email or delivery receipt), addressed as follows:

If to the Thalassa Parties:

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

Attention: Markos Theodorakis, General Counsel

Email: m.theodorakis@thalassasl.gr

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

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

Attention: Douglas Carmichael, Partner

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 copy shall not constitute notice):

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

Attention: Margaret Delacroix, Partner

Email: mdelacroix@hdslaw.com

Any Party may change its address for purposes of this Section 12.8 by giving written notice of such change to the other Parties in accordance with this Section.

12.9 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. No Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of all other Parties, and any purported assignment without such consent shall be null, void, and of no force or effect.

12.10 Third-Party Beneficiaries. Except as expressly set forth herein, including the releases granted in favor of the Thalassa Releasees and the Northwind Releasees in Article 4, this Agreement is not intended to, and shall not, confer any rights, benefits, or remedies upon any person or entity other than the Parties hereto and their permitted successors and assigns.

12.11 Construction. This Agreement has been negotiated at arm's length among the Parties, each of which has been represented by experienced legal counsel of its own choosing throughout the negotiation and execution hereof. No provision of this Agreement shall be construed against any Party on the ground that such Party, or such Party's counsel, drafted or proposed such provision, and the Parties expressly waive the application of any rule of construction that ambiguities are to be resolved against the drafting party.

12.12 Headings. The article, section, and subsection headings contained in this Agreement are for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Agreement.

12.13 Cooperation. Each Party agrees to execute, acknowledge, and deliver such additional documents, instruments, and agreements, and to take such further actions, as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Agreement, including the filing of any court papers, stipulations, or orders required hereby.

ARTICLE 13 — EXHIBITS

The following Exhibits are annexed hereto and incorporated by reference as if fully set forth herein:

Exhibit A: Escrow Agreement (Execution Version) dated November 20, 2024, among Thalassa Shipping & Logistics SA, Aegean Fortuna Shipholding Ltd., Northwind Maritime Corporation, and Atlantic Fiduciary Trust Company, governing Escrow Account No. ESC-2024-NYK-08831.

Exhibit B: Stipulation and Order Retaining Jurisdiction to Enforce Settlement, providing for the retention of jurisdiction by the Supreme Court of the State of New York, New York County, for a period of one hundred eighty (180) days from the Effective Date.

Exhibit C: Stipulation of discontinuance With Prejudice, to be executed and filed with the Court within ten (10) business days of the Final Payment Date, discontinuing the Action with prejudice, including all claims and counterclaims.

Exhibit D: Form of Consent Judgment, in the amount of the unpaid balance of the Settlement Amount plus interest at nine percent (9%) per annum, to be entered by the Court upon a Payment Default in accordance with Section 7.3.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement and Mutual General Release as of the date first written 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: Director

Date: November 20, 2024

NORTHWIND MARITIME CORPORATION

By: ________

Name: Viktor Lindgren

Title: President and Managing Director

Date: November 20, 2024

ACKNOWLEDGED AND AGREED

The undersigned counsel for the respective Parties acknowledge that they have reviewed this Agreement with their respective clients, that their respective clients have authorized the execution of this Agreement, and that they will cooperate in good faith to carry out the terms hereof, including the filing of all necessary court papers.

CALDERWOOD & HARKNESS LLP Counsel for the Thalassa Parties

By: ________

Name: Douglas Carmichael

Title: Partner

One Liberty Plaza, 50th Floor New York, NY 10006

Date: November 20, 2024

HARGROVE, DELACROIX & STERN LLP Counsel for Northwind Maritime Corporation

By: ________

Name: Margaret Delacroix

Title: Partner

600 Lexington Avenue, 28th Floor New York, NY 10022

Date: November 20, 2024

SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE
Execution Version
November 20, 2024
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE
This Settlement Agreement and Mutual General Release (this "Agreement") is 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 principal offices at 42 Akti Miaouli, Piraeus 185 38, Greece ("Thalassa" or "TSL");
(2) Aegean Fortuna Shipholding Ltd., a limited liability company organized and existing under the laws of the Republic of Liberia, with its registered office at 80 Broad Street, Monrovia, Liberia ("Aegean Fortuna Shipholding" and, together with Thalassa, the "Thalassa Parties"); and
(3) Northwind Maritime Corporation, a corporation incorporated under the laws of the Republic of the marshall Islands, with its principal office at 1700 Harbor Gateway, Suite 500, Stamford, CT 06902 ("Northwind").
Each of the foregoing is referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. The Charter-Party. On December 3, 2020, Aegean Fortuna Shipholding (as Owner) and Northwind (as Charterer) entered into a time charter-party on the New York Produce Exchange Form 2015 (NYPE 2015), as amended by Addenda Nos. 1 through 4 thereto (Charter-Party Reference No. NW-TSL-CP-2020-1203) (the "Charter-Party"), for the vessel M/V Aegean Fortuna (IMO No. 9847231), a Supramax dry bulk carrier of approximately 58,200 deadweight tonnage ("DWT"), flagged in the Republic of Liberia, for a charter period of thirty-six (36) months commencing on January 15, 2021 and expiring on January 14, 2024, at a daily hire rate of Fourteen Thousand Seven Hundred Fifty United States Dollars ($14,750);
B. The Litigation. On October 2, 2023, 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 (the "Action"), asserting claims for breach of the Charter-Party arising from alleged mechanical failures of the Vessel's main engine, auxiliary systems, and cargo-handling equipment, as well as alleged deviations from agreed trade routes, and seeking damages in the aggregate amount of approximately Eighteen Million Three Hundred Thousand United States Dollars ($18,300,000);
C. The Answer and Counterclaim. On November 17, 2023, the Thalassa Parties filed a Verified Answer in the Action denying liability on all counts and asserting affirmative defenses, including defenses based upon contractual limitation of liability, the Charterer's failure to mitigate damages, and the Charterer's alleged breaches of its own obligations under the Charter-Party, together with a counterclaim seeking One Million Six Hundred Twenty Thousand United States Dollars ($1,620,000) in unpaid hire for the period October 1 through December 31, 2022 (the "Counterclaim");
D. Procedural History. The Action has been the subject of extensive motion practice and discovery proceedings, including, without limitation: (i) the Thalassa Parties' Motion to Dismiss Counts III and V of the Complaint, filed on December 15, 2023, which was decided on March 8, 2024 by the Honorable Lorraine K. Chen, J.S.C., resulting in the dismissal with prejudice of Count V (unjust enrichment) and the narrowing of Count III (breach of implied warranty of seaworthiness) to exclude claims arising prior to July 8, 2022; (ii) extensive fact discovery conducted between January 2024 and August 2024, including the production of approximately 347,000 pages of documents by the Thalassa Parties and approximately 198,000 pages of documents by Northwind, the completion of twelve (12) fact depositions, and expert discovery including the exchange of expert reports and the depositions of four (4) expert witnesses; and (iii) the Thalassa Parties' Motion for Partial Summary Judgment on Counts I and III, filed on September 20, 2024, which remains pending before the Court with oral argument scheduled for December 6, 2024;
E. The Mediation. On October 28 and 29, 2024, the Parties participated in a formal mediation before the Honorable Gerald K. Fitzpatrick (Ret.) of Bayside Dispute Resolution Services LLC, located at 140 Broadway, Suite 3200, New York, NY 10005, and reached a settlement in principle on October 29, 2024, the material terms of which were memorialized in a mediator's term sheet signed by counsel for all Parties on that date (the "Term Sheet");
F. Desire to Resolve. The Parties desire to fully and finally resolve all claims, counterclaims, cross-claims, and disputes between and among them arising out of, relating to, or in connection with the Charter-Party, the M/V Aegean Fortuna, and the Action, including all claims that were asserted or that could have been asserted therein, on the terms and conditions set forth herein; and
G. No Admission of Liability. This Agreement is entered into for the purpose of compromising disputed claims and avoiding the expense, burden, and uncertainty of continued litigation, and does not constitute, and shall not be construed as, an admission of liability, wrongdoing, or fault by any Party with respect to any matter whatsoever.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the payment of the Settlement Amount, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement.
1.1 "Action" means the 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, Part 49, assigned to the Honorable Lorraine K. Chen, J.S.C., together with all claims, counterclaims, cross-claims, motions, and proceedings therein.
1.2 "Charter-Party" means the time charter-party on the NYPE 2015 form, as amended by Addenda Nos. 1 through 4 thereto, dated December 3, 2020, Reference No. NW-TSL-CP-2020-1203, entered into between Aegean Fortuna Shipholding (as Owner) and Northwind (as Charterer) for the M/V Aegean Fortuna, together with all riders, addenda, amendments, and supplements thereto.
1.3 "Confidential Information" means the terms and conditions of this Agreement, the Settlement Amount, the payment schedule set forth in Section 2.1, the Escrow Agreement and the details thereof, all negotiations, draft agreements, mediation submissions, mediation statements, mediation briefs, and all other communications between and among the Parties, their counsel, and the mediator in connection with the mediation and the negotiation and execution of this Agreement.
1.4 "Consent Judgment" means the form of consent judgment annexed hereto as Exhibit D, in the amount of the then-unpaid balance of the Settlement Amount, together with interest thereon at the rate of nine percent (9%) per annum (the statutory rate under New York law, as set forth in CPLR Section 5004), to be entered by the Court only upon the occurrence of a Payment Default as provided in Article 7.
1.5 "Counterclaim" means the counterclaim filed by the Thalassa Parties on November 17, 2023 in the Action, seeking the sum of One Million Six Hundred Twenty Thousand United States Dollars ($1,620,000) in unpaid hire for the period October 1 through December 31, 2022, together with interest, costs, and attorneys' fees.
1.6 "Court" means the Supreme Court of the State of New York, New York County, Commercial Division.
1.7 "Effective Date" means the date on which this Agreement is executed by all Parties, which the Parties acknowledge and agree is November 20, 2024.
1.8 "Escrow Agent" means Atlantic Fiduciary Trust Company, located at 60 Wall Street, Suite 2800, New York, NY 10005, Attention: Martin Schreiber, Vice President, Escrow Services, or such successor escrow agent as may be appointed in accordance with the terms of the Escrow Agreement.
1.9 "Escrow Agreement" means the Escrow Agreement of even date herewith, entered into among the Thalassa Parties, Northwind, and the Escrow Agent, governing the establishment, maintenance, and administration of the Escrow Account, a copy of which is annexed hereto as Exhibit A.
1.10 "Escrow Account" means the escrow account designated as Account No. ESC-2024-NYK-08831, established and maintained by the Escrow Agent in accordance with the terms of the Escrow Agreement.
1.11 "Final Payment Date" means the date on which the third and final installment of the Settlement Amount is deposited into the Escrow Account and released to Northwind in accordance with the terms of Section 2.1(c) and the Escrow Agreement.
1.12 "Payment Default" has the meaning set forth in Section 7.2 of this Agreement.
1.13 "Released Claims" has the meaning set forth in Section 4.1 of this Agreement.
1.14 "Settlement Amount" means the aggregate sum of Seven Million Eight Hundred Fifty Thousand United States Dollars ($7,850,000), payable in the installments and on the schedule set forth in Section 2.1.
1.15 "Stipulation of discontinuance" means the Stipulation of discontinuance With Prejudice in the form annexed hereto as Exhibit C, to be executed and filed with the Court in accordance with Section 6.3 of this Agreement.
1.16 "Vessel" means the M/V Aegean Fortuna, IMO No. 9847231, a Supramax dry bulk carrier of approximately 58,200 DWT, flagged in the Republic of Liberia, classified by the Global Maritime Classification Bureau, and beneficially owned by Aegean Fortuna Shipholding Ltd.
ARTICLE 2 — SETTLEMENT AMOUNT AND PAYMENT SCHEDULE
2.1 Settlement Amount. In full and final settlement of all claims and counterclaims asserted or that could have been asserted in the Action, and all other Released Claims as defined herein, the Thalassa Parties shall pay, or cause to be paid, to Northwind the aggregate Settlement Amount of Seven Million Eight Hundred Fifty Thousand United States Dollars ($7,850,000), payable in three (3) installments as follows:
(a) First Installment. Four Million United States Dollars ($4,000,000), to be deposited by wire transfer of immediately available funds into the Escrow Account within thirty (30) calendar days of the Effective Date (i.e., on or before December 20, 2024).
(b) Second Installment. Two Million United States Dollars ($2,000,000), to be deposited by wire transfer of immediately available funds into the Escrow Account within ninety (90) calendar days of the Effective Date (i.e., on or before February 18, 2025).
(c) Third Installment. One Million Eight Hundred Fifty Thousand United States Dollars ($1,850,000), to be deposited by wire transfer of immediately available funds into the Escrow Account within one hundred fifty (150) calendar days of the Effective Date (i.e., on or before April 19, 2025).
The obligation to pay the Settlement Amount shall be a joint and several obligation of the Thalassa Parties.
2.2 Escrow Mechanism. All installments of the Settlement Amount shall be made by wire transfer of immediately available funds in United States Dollars to Escrow Account No. ESC-2024-NYK-08831 at Atlantic Fiduciary Trust Company, in accordance with the wire transfer instructions set forth in the Escrow Agreement. Each installment deposited into the Escrow Account shall be released to Northwind by the Escrow Agent promptly upon receipt of joint written instructions from counsel for the Parties, being Calderwood & Harkness LLP (counsel for the Thalassa Parties) and Hargrove, Delacroix & Stern LLP (counsel for Northwind), in accordance with the terms and conditions of the Escrow Agreement. Any interest earned on funds held in the Escrow Account shall be distributed to the Party ultimately entitled to receive the underlying principal in accordance with the Escrow Agreement.
2.3 Funding Sources. The source of the Settlement Amount shall be determined by the Thalassa Parties in their sole and absolute discretion. The Parties acknowledge that portions of the Settlement Amount may be funded by contributions from Thalassa's protection and indemnity insurer, Oceanus Mutual Protection & Indemnity Club, or from other insurance carriers maintained by the Thalassa Parties. The Parties further acknowledge and agree that any insurance-related arrangements, including the terms, timing, and conditions of insurance contributions, are solely between the Thalassa Parties and their respective insurers and do not in any way affect, diminish, or condition the Thalassa Parties' obligations to pay the Settlement Amount to Northwind in full and on the schedule set forth herein. In no event shall any dispute between the Thalassa Parties and their insurers excuse or delay the Thalassa Parties' payment obligations under this Agreement.
2.4 Taxes. Each Party shall be solely responsible for its own tax obligations, if any, arising from the receipt or payment of the Settlement Amount, including any applicable income, withholding, value-added, or other taxes imposed by any governmental authority. No Party makes any representation or warranty to any other Party regarding the tax treatment or tax consequences of the Settlement Amount or any payment made hereunder. Each Party agrees to indemnify and hold harmless the other Parties from any tax liability, penalty, or interest arising from such Party's failure to comply with its own tax obligations in connection with this Agreement.
ARTICLE 3 — WAIVER OF COUNTERCLAIM
3.1 Release of Counterclaim. Contemporaneously with the execution of this Agreement and as part of the consideration for the mutual release set forth in Article 4 and the payment of the Settlement Amount, the Thalassa Parties hereby irrevocably waive, release, and forever discharge all claims asserted in the Counterclaim, including, without limitation, the claim for One Million Six Hundred Twenty Thousand United States Dollars ($1,620,000) in unpaid hire for the period October 1 through December 31, 2022, and all claims arising therefrom, related thereto, or that could have been asserted in connection therewith. The Thalassa Parties acknowledge and agree that this waiver is unconditional and is not contingent upon the receipt of any portion of the Settlement Amount.
3.2 No Offset. For the avoidance of doubt, the Settlement Amount of Seven Million Eight Hundred Fifty Thousand United States Dollars ($7,850,000) is payable by the Thalassa Parties to Northwind in full, without any offset, deduction, setoff, recoupment, or counterclaim on account of the Counterclaim or any other claim, demand, or cause of action that the Thalassa Parties may have or claim to have against Northwind, whether arising under the Charter-Party, at law, in equity, in admiralty, or otherwise. The Thalassa Parties expressly waive any right of setoff or recoupment with respect to the Settlement Amount.
ARTICLE 4 — MUTUAL GENERAL RELEASE
4.1 Release by Northwind. Effective upon the Effective Date and subject to receipt of the Settlement Amount in full in accordance with Article 2, Northwind, for itself and on behalf of its parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, members, managers, shareholders, employees, agents, attorneys, accountants, advisors, consultants, and representatives, and each of their respective heirs, executors, administrators, successors, and assigns (collectively, the "Northwind Releasors"), hereby fully, finally, and irrevocably releases, acquits, and forever discharges the Thalassa Parties and each of their respective parents, subsidiaries, affiliates (including, without limitation, Aegean Fortuna Shipholding Ltd. and any entity directly or indirectly controlling, controlled by, or under common control with Thalassa Shipping & Logistics SA), predecessors, successors, assigns, officers, directors, members, managers, shareholders, employees, agents, insurers (including, without limitation, Oceanus Mutual Protection & Indemnity Club and Fortis Marine Underwriters Ltd.), attorneys, accountants, advisors, consultants, and representatives, and each of their respective heirs, executors, administrators, successors, and assigns (collectively, the "Thalassa Releasees"), from any and all claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, obligations, promises, variances, trespasses, judgments, executions, liens, liabilities, damages, losses, costs, and expenses of every kind, nature, and description whatsoever, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, liquidated or unliquidated, accrued or unaccrued, in law, equity, admiralty, or otherwise, that the Northwind Releasors ever had, now have, or hereafter may have against the Thalassa Releasees, or any of them, arising out of, relating to, or in connection with the Charter-Party, the Vessel, the Action, or any of the acts, omissions, events, facts, circumstances, or transactions alleged or that could have been alleged in the Action (collectively, the "Released Claims").
4.2 Release by the Thalassa Parties. Effective upon the Effective Date, each of the Thalassa Parties, for itself and on behalf of its respective parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, members, managers, shareholders, employees, agents, attorneys, accountants, advisors, consultants, and representatives, and each of their respective heirs, executors, administrators, successors, and assigns (collectively, the "Thalassa Releasors"), hereby fully, finally, and irrevocably releases, acquits, and forever discharges Northwind and its parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, members, managers, shareholders, employees, agents, insurers, attorneys, accountants, advisors, consultants, and representatives, and each of their respective heirs, executors, administrators, successors, and assigns (collectively, the "Northwind Releasees"), from any and all Released Claims, including, without limitation, all claims asserted or that could have been asserted in the Counterclaim or otherwise in the Action.
4.3 Scope of Release. The Released Claims released by the Northwind Releasors and the Thalassa Releasors include, without limitation:
(a) all claims for breach of the Charter-Party, whether arising under express or implied terms thereof;
(b) all claims arising from the mechanical incidents affecting the Vessel's main engine, auxiliary systems, and cargo-handling equipment during the periods of March 12 through April 2, 2022, July 8 through July 29, 2022, and November 15 through December 10, 2022, and any related off-hire periods;
(c) all claims arising from the alleged deviation of the Vessel to Maputo, Mozambique in or about September 2022, including all claims for additional voyage costs, delay, bunker consumption, and consequential damages arising therefrom;
(d) all claims for off-hire, liquidated damages under Clause 28 of the Charter-Party, substitute charter costs, cargo damage, demurrage, dead freight, additional port costs, bunker surcharges, lost sub-charter profit, third-party shipper claims, and legal fees, in each case arising from or related to the Charter-Party, the Vessel, or the Action;
(e) all claims for unpaid hire, including the claims for $1,620,000 in unpaid hire asserted in the Counterclaim;
(f) all claims sounding in contract, tort, negligence, gross negligence, willful misconduct, breach of warranty (whether express or implied), breach of the implied warranty of seaworthiness, strict liability, unjust enrichment, quantum meruit, conversion, fraud, misrepresentation, or any other legal or equitable theory, whether arising under the laws of any jurisdiction, including the laws of the Hellenic Republic, the Republic of Liberia, the Republic of the marshall Islands, the State of New York, the United States, or any other applicable jurisdiction; and
(g) all claims for damages (whether compensatory, consequential, incidental, special, punitive, or exemplary), costs, interest, attorneys' fees, expert fees, consultant fees, and expenses of every kind and nature.
4.4 Unknown Claims. Each Party expressly acknowledges that the releases set forth in this Article 4 extend to claims that such Party does not know or suspect to exist in its favor at the time of executing this Agreement, which, if known or suspected by such Party, might have materially affected its decision to enter into this Agreement. Each Party expressly waives and relinquishes, to the fullest extent permitted by applicable law, any rights and benefits it may have under Section 1542 of the California Civil Code, or any similar statute or common law principle of any jurisdiction, that would otherwise limit the release to claims known or suspected to exist at the time of execution. Section 1542 of the California Civil Code provides:
"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
Each Party acknowledges that it has been advised by its counsel with respect to the significance of this waiver and that it understands and voluntarily accepts the risk that facts additional to or different from the facts that it currently knows or believes to be true may exist with respect to the Released Claims.
4.5 Covenant Not to Sue. Each Party covenants and agrees that it shall not commence, maintain, or prosecute, or cause or permit to be commenced, maintained, or prosecuted, directly or indirectly, individually or as part of a class, any action, suit, proceeding, complaint, charge, grievance, or arbitration demand against any Released Party with respect to any of the Released Claims in any court, tribunal, arbitral forum, administrative agency, or other forum, whether domestic or foreign. If any Party breaches this covenant not to sue, the breaching Party shall be liable for all costs and expenses, including reasonable attorneys' fees, incurred by the Released Party in defending against such action, suit, or proceeding.
ARTICLE 5 — CONFIDENTIALITY
5.1 Confidentiality Obligation. The Parties agree that the terms and conditions of this Agreement, the Settlement Amount, the payment schedule, the mediation proceedings and submissions, and all negotiations, communications, and discussions leading to this Agreement (collectively, "Confidential Information") shall be kept strictly confidential and shall not be disclosed to any third party, except as expressly provided in Section 5.2 below. Each Party shall take reasonable steps to ensure that its officers, directors, employees, agents, and representatives who receive Confidential Information maintain the confidentiality thereof in accordance with this Article 5.
5.2 Permitted Disclosures. Notwithstanding the provisions of Section 5.1, each Party may disclose Confidential Information:
(a) to its insurers, including, in the case of the Thalassa Parties, Oceanus Mutual Protection & Indemnity Club, Fortis Marine Underwriters Ltd., and Castellan Professional Liability Insurers Ltd., and in the case of Northwind, its applicable marine and commercial liability insurers, in each case to the extent necessary in connection with insurance claims, coverage determinations, or regulatory reporting;
(b) to its lenders, including, in the case of the Thalassa Parties, Meridian Capital Bank AG, to the extent required under applicable credit agreements, loan covenants, or financing arrangements;
(c) to its auditors, including, in the case of the Thalassa Parties, Lysander & Associates, Chartered Accountants, and in the case of Northwind, its applicable independent auditors, to the extent necessary for the preparation or audit of financial statements;
(d) to its legal and financial advisors who have a need to know such information in connection with the provision of legal or financial advice to such Party, provided that such advisors are bound by professional obligations of confidentiality;
(e) to its officers, directors, and employees who have a bona fide need to know such information in connection with the performance of their duties, provided that such individuals are informed of the confidential nature of the information and agree to maintain its confidentiality;
(f) as required by applicable law, regulation, stock exchange rule, or valid subpoena, civil investigative demand, or order of a court or other governmental authority of competent jurisdiction; and
(g) in connection with any proceeding to enforce the terms of this Agreement.
5.3 Prior Notice of Required Disclosure. If a Party is required to disclose Confidential Information pursuant to Section 5.2(f), such Party shall, to the extent legally permissible, provide the other Parties with prompt written notice of such requirement prior to making any such disclosure, together with a description of the information to be disclosed, in order to afford the other Parties a reasonable opportunity to seek a protective order, confidentiality agreement, or other appropriate remedy. If such protective order or other remedy is not obtained, or if the other Parties waive compliance with the terms of this Section 5.3, the disclosing Party shall furnish only that portion of the Confidential Information that, in the opinion of its legal counsel, is legally required to be disclosed and shall exercise commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the information so disclosed.
5.4 Public Statements. Neither any Party nor its counsel shall issue any press release, public statement, public filing, or social media posting regarding this Agreement, the Settlement Amount, or the settlement of the Action without the prior written consent of the other Parties, which consent may be withheld in such Party's sole and absolute discretion. If any public statement is required by applicable law, regulation, or stock exchange rule, the Parties shall consult with each other and agree upon the content and timing of such statement prior to its issuance. Nothing in this Section 5.4 shall prevent any Party from stating, in response to any inquiry, that the Action has been resolved to the mutual satisfaction of the Parties.
ARTICLE 6 — DISCONTINUANCE AND WITHDRAWAL OF MOTIONS
6.1 Withdrawal of Pending Motions. Within five (5) business days of the Effective Date, the Parties shall execute and cause to be filed with the Court an agreed stipulation withdrawing with prejudice all pending motions in the Action, including, without limitation, the Thalassa Parties' Motion for Partial Summary Judgment on Counts I and III, filed on September 20, 2024. The Parties shall cooperate in the preparation and filing of such stipulation and shall bear their own respective costs in connection therewith.
6.2 Vacatur of Scheduled Appearances. Within five (5) business days of the Effective Date, the Parties, through their respective counsel, shall jointly advise the Court and the chambers of the Honorable Lorraine K. Chen, J.S.C., that the Action has been settled and that the oral argument on the Thalassa Parties' Motion for Partial Summary Judgment, currently scheduled for December 6, 2024, and any other scheduled court appearances, should be taken off the calendar and vacated.
6.3 Stipulation of discontinuance. Within ten (10) business days of the Final Payment Date (i.e., the date of receipt and release of the third and final installment of the Settlement Amount in accordance with Section 2.1(c) and the Escrow Agreement), the Parties shall execute and cause to be filed with the Court the Stipulation of discontinuance With Prejudice in the form annexed hereto as Exhibit C, discontinuing the Action with prejudice, including all claims, counterclaims, cross-claims, and affirmative defenses, without costs to any Party except as otherwise expressly provided in this Agreement. Each Party shall bear its own costs, attorneys' fees, and expenses in connection with the Action, except as otherwise provided herein.
6.4 Retention of Jurisdiction. Contemporaneously with the filing of the stipulation described in Section 6.1, the Parties shall submit to the Court a stipulation and proposed order, substantially in the form annexed hereto as Exhibit B, providing that the Court shall retain jurisdiction over the Action and the Parties for a period of one hundred eighty (180) days following the Effective Date (i.e., through May 19, 2025) for the sole and limited purpose of enforcing the terms and conditions of this Agreement, including, without limitation, the entry of the Consent Judgment upon the occurrence of a Payment Default as provided in Article 7. Such stipulation and order shall provide that, following the expiration of said 180-day period, the Court's retained jurisdiction shall terminate, provided that no Payment Default has occurred and no enforcement proceeding is then pending.
ARTICLE 7 — DEFAULT AND CONSENT JUDGMENT
7.1 Timely Payment Required. The Parties expressly acknowledge and agree that time is of the essence with respect to each installment of the Settlement Amount due under Section 2.1. The failure to make any installment payment on or before its due date shall constitute a material breach of this Agreement, subject to the Cure Period set forth in Section 7.2.
7.2 Payment Default. A "Payment Default" shall occur if any installment of the Settlement Amount is not deposited into the Escrow Account in the full amount required on or before the applicable due date set forth in Section 2.1, and such failure is not cured within ten (10) business days after such due date (each such ten (10) business day period, a "Cure Period"). A Payment Default shall be deemed to have occurred automatically upon the expiration of the applicable Cure Period without the need for any demand, notice of default, or other communication from Northwind to the Thalassa Parties. Notwithstanding the foregoing, if the Thalassa Parties demonstrate that the failure to make timely payment was caused solely by an error in wire transfer processing by the transmitting or receiving bank, and the Thalassa Parties initiated the wire transfer on or before the applicable due date, such failure shall not constitute a Payment Default, provided that the full installment amount is deposited into the Escrow Account within the Cure Period.
7.3 Consent Judgment. Upon the occurrence of a Payment Default, Northwind shall be entitled, without further notice to or demand upon the Thalassa Parties and without the necessity of any further proceeding, to present the Consent Judgment annexed hereto as Exhibit D to the Court for entry against the Thalassa Parties, jointly and severally, in the amount of the then-unpaid balance of the Settlement Amount, together with interest thereon at the rate of nine percent (9%) per annum (the statutory rate under New York law, as provided in CPLR Section 5004), calculated from the date of the Payment Default through the date of payment. The Thalassa Parties hereby irrevocably consent to the entry of the Consent Judgment in such amount and waive any and all defenses, objections, or challenges to the entry thereof, including any defense based on personal jurisdiction, improper venue, insufficiency of process, or insufficiency of service of process. The Thalassa Parties further acknowledge and agree that the Consent Judgment, once entered, shall be a final judgment enforceable in any court of competent jurisdiction.
7.4 Acceleration. Upon the occurrence of a Payment Default with respect to any installment, all remaining unpaid installments of the Settlement Amount shall become immediately due and payable in full, without further notice or demand, and shall bear interest at the rate specified in Section 7.3 from the date of the Payment Default.
7.5 Costs of Enforcement. In the event of a Payment Default, the Thalassa Parties shall be responsible for and shall promptly reimburse Northwind for all reasonable and documented costs and expenses, including reasonable attorneys' fees and disbursements, expert fees, court costs, and other expenses, incurred by Northwind in connection with the enforcement of this Agreement, the collection of the unpaid Settlement Amount, and the entry, domestication, and enforcement of the Consent Judgment in any jurisdiction.
ARTICLE 8 — REPRESENTATIONS AND WARRANTIES
8.1 Authority — Thalassa Parties. Each of the Thalassa Parties represents and warrants to Northwind as follows:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has the full corporate power and authority to enter into this Agreement and to perform all of its obligations hereunder;
(b) the execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of such Thalassa Party, including, with respect to Thalassa Shipping & Logistics SA, a resolution of the Board of Directors dated October 18, 2024, duly adopted at a meeting at which a quorum was present, authorizing the settlement of the Action on the terms set forth herein and the execution and delivery of this Agreement;
(c) this Agreement has been duly executed and delivered by a duly authorized representative of such Thalassa Party; and
(d) this Agreement constitutes a valid and binding obligation of such Thalassa Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general applicability relating to or affecting creditors' rights and to general equity principles.
8.2 Authority — Northwind. Northwind represents and warrants to the Thalassa Parties as follows:
(a) it is duly organized, validly existing, and in good standing under the laws of the Republic of the marshall Islands and has the full corporate power and authority to enter into this Agreement and to perform all of its obligations hereunder;
(b) the execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Northwind;
(c) this Agreement has been duly executed and delivered by a duly authorized representative of Northwind; and
(d) this Agreement constitutes a valid and binding obligation of Northwind, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general applicability relating to or affecting creditors' rights and to general equity principles.
8.3 No Assignment. Each Party represents and warrants that it has not assigned, transferred, conveyed, pledged, hypothecated, or otherwise disposed of any of the claims, demands, or causes of action released herein, or any part thereof, to any other person or entity, and that no other person or entity has any interest therein by reason of any act or omission of such Party.
8.4 No Bankruptcy. Each Party represents and warrants that, as of the Effective Date, no petition in bankruptcy, application for appointment of a receiver, or other insolvency proceeding has been filed by or against it, and that no such proceeding is pending or, to its knowledge after reasonable inquiry, threatened or contemplated. Each Party further represents and warrants that it is not insolvent and does not contemplate filing any petition in bankruptcy or any application for the appointment of a receiver or any similar proceeding.
8.5 Capacity of Signatories. Each individual executing this Agreement on behalf of a Party represents and warrants that he or she has been duly authorized by all necessary corporate or other organizational action to execute this Agreement on behalf of the Party for which he or she signs, and that such execution is binding upon the Party on whose behalf it is made in accordance with the terms hereof.
ARTICLE 9 — LENDER AND INSURER NOTIFICATIONS
9.1 Lender Notification. Within five (5) business days of the Effective Date, Thalassa shall notify Meridian Capital Bank AG, in writing, of the execution of this Agreement and the settlement of the Action in the aggregate amount of Seven Million Eight Hundred Fifty Thousand United States Dollars ($7,850,000), as required pursuant to Section 8.14 of the Credit Agreement dated April 1, 2019 between Thalassa and Meridian Capital Bank AG (as amended, the "Credit Agreement"), which requires notification to the lender of material litigation settlements exceeding Five Million United States Dollars ($5,000,000). Such notice shall be delivered in accordance with the notice provisions of the Credit Agreement. Thalassa shall provide Northwind with written confirmation that such notification has been timely delivered, including a copy of the notice as sent (redacted to remove commercially sensitive financial information unrelated to the settlement), within three (3) business days following delivery of such notice.
9.2 Insurer Notifications. Each Party shall provide such notices to its respective insurers as may be required under the terms and conditions of its applicable insurance policies, promptly following the execution of this Agreement. Without limiting the generality of the foregoing, the Thalassa Parties acknowledge and agree that they are obligated to provide notice of this Agreement and the settlement contemplated hereby to:
(a) Oceanus Mutual Protection & Indemnity Club, under Protection & Indemnity Policy No. OCE-P&I-2020-TSL-0047;
(b) Fortis Marine Underwriters Ltd., under Hull & Machinery Policy No. FMU-HM-2020-4892; and
(c) Castellan Professional Liability Insurers Ltd., under such policy or policies as may be applicable.
Northwind acknowledges and agrees that the terms of this Agreement, including the mutual general release set forth in Article 4, shall be binding upon and enforceable against Northwind irrespective of any insurance coverage determination made by any of Northwind's insurers.
9.3 Reservation of Subrogation Rights. Nothing in this Agreement shall impair, prejudice, or otherwise affect the subrogation rights, if any, of Fortis Marine Underwriters Ltd. under Hull & Machinery Policy No. FMU-HM-2020-4892, or the subrogation rights, if any, of any other insurer under any other insurance policy, against any third party (other than the Parties to this Agreement and the Released Parties) arising from or related to the subject matter of the Action.
ARTICLE 10 — NO ADMISSION OF LIABILITY
10.1 This Agreement is entered into solely for the purpose of compromising and settling disputed claims and counterclaims between the Parties, and to avoid the expense, burden, inconvenience, and uncertainty of further litigation. Nothing contained in this Agreement, the negotiation of this Agreement, the payment of the Settlement Amount, the waiver of the Counterclaim, or the execution of this Agreement shall constitute, be construed as, or be admissible as evidence of, an admission of liability, fault, wrongdoing, or the validity or invalidity of any claim, counterclaim, defense, or position by any Party with respect to any matter whatsoever. Each Party expressly denies any liability, fault, or wrongdoing with respect to the claims and counterclaims asserted in the Action.
10.2 This Agreement, and the terms and conditions hereof, shall not be offered or received into evidence in any action, suit, or proceeding, whether at law, in equity, in admiralty, or otherwise, for any purpose other than in a proceeding to enforce the terms and conditions of this Agreement or as otherwise required by applicable law or regulation. The Parties agree that this provision is material to this Agreement and that any breach of this Section 10.2 would cause irreparable harm to the non-breaching Party.
ARTICLE 11 — RETURN AND DESTRUCTION OF DISCOVERY MATERIALS
11.1 Return or Destruction. Within sixty (60) calendar days of the Final Payment Date, each Party shall return to the producing Party, or destroy, all documents, materials, data, and information (including all copies, summaries, abstracts, notes, and compilations thereof, whether in paper, electronic, or any other form) obtained from any other Party or any non-party during discovery in the Action, including documents produced pursuant to subpoena, deposition transcripts, expert reports, and all work product derived therefrom to the extent such work product reveals the content of confidential discovery materials. Each Party shall cause its counsel, experts, consultants, and any other persons or entities who received discovery materials on its behalf to comply with the requirements of this Section 11.1.
11.2 Certification. Within ten (10) business days after the expiration of the sixty (60)-day period set forth in Section 11.1, counsel for each Party shall provide a written certification to opposing counsel confirming that, to the best of such counsel's knowledge, information, and belief, after reasonable inquiry, all discovery materials subject to return or destruction under Section 11.1 have been returned or destroyed in accordance with the provisions of this Article 11, subject to the exceptions set forth in Section 11.3 and any applicable document-retention obligations, litigation holds, or regulatory requirements. Such certification shall be in the form of a letter signed by a partner or authorized representative of the certifying law firm.
11.3 Exceptions. Notwithstanding the provisions of Section 11.1, each Party and its counsel may retain:
(a) one (1) archival copy of all pleadings, motions, briefs, court orders, and other papers filed in the Action, together with one (1) archival copy of this Agreement and all Exhibits hereto, solely for record-keeping and reference purposes;
(b) materials required to be retained under applicable law, regulation, professional ethical rules, or regulatory requirements, including the rules of professional conduct governing the applicable jurisdiction;
(c) materials residing on automated backup systems or disaster-recovery systems created in the ordinary course of business, provided that such materials are not accessed, used, or referenced for any purpose other than compliance with legal, regulatory, or system-administration requirements, and provided further that such materials shall remain subject to the confidentiality provisions of Article 5; and
(d) internal attorney work product and attorney-client privileged communications, to the extent such materials do not incorporate or reproduce verbatim the content of confidential discovery materials of the opposing Party.
ARTICLE 12 — MISCELLANEOUS PROVISIONS
12.1 Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without regard to its conflict of laws principles or any choice of law rules that would cause the application of the laws of any other jurisdiction.
12.2 Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Supreme Court of the State of New York, New York County, for any action, suit, or proceeding arising out of or relating to this Agreement, including any action to enforce the terms hereof or to enter the Consent Judgment. Each Party waives any objection to jurisdiction or venue in such Court, including any objection based on the doctrine of forum non conveniens. Service of process may be made in any manner permitted by the laws of the State of New York.
12.3 Entire Agreement. This Agreement, together with the Escrow Agreement annexed hereto as Exhibit A and the other Exhibits hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, and negotiations between and among the Parties, whether oral or written, including, without limitation, the Term Sheet dated October 29, 2024. No Party has relied upon any statement, representation, warranty, or agreement of any other Party except as expressly set forth herein. Each Party acknowledges that it has had the opportunity to consult with independent legal counsel of its own choosing and has been fully advised as to the legal consequences of entering into this Agreement.
12.4 Amendments. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by all Parties hereto. No oral agreement, course of dealing, or usage of trade shall serve to modify or amend any provision of this Agreement.
12.5 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 which such waiver is sought to be enforced. The failure of any Party to exercise or enforce any right or provision of this Agreement at any time shall not constitute a waiver of such right or provision or of any other right or provision, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy. All rights and remedies under this Agreement are cumulative and are in addition to any other rights and remedies available at law, in equity, in admiralty, or otherwise.
12.6 Severability. If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is held to be invalid, illegal, or unenforceable by any court or tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the Parties, and the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. In the event that any provision is determined to be wholly invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to agree upon a substitute provision that is valid, legal, and enforceable and that, to the greatest extent possible, achieves the Parties' original commercial intent.
12.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic means, including by portable document format (PDF) transmitted by email or by electronic signature (including Brightwater Software, Ashford Health IT, or similar technology), shall be deemed valid and effective delivery of an original executed counterpart and shall be binding upon the executing Party to the same extent as delivery of an originally executed counterpart.
12.8 Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given or made: (i) when delivered by hand; (ii) one (1) business day after being sent by nationally recognized overnight courier service (with tracking and confirmation of delivery); or (iii) when sent by email (with written confirmation of receipt by the recipient, such as a reply email or delivery receipt), addressed as follows:
If to the Thalassa Parties:
Thalassa Shipping & Logistics SA 42 Akti Miaouli Piraeus 185 38, Greece
Attention: Markos Theodorakis, General Counsel
Email: m.theodorakis@thalassasl.gr
With a copy to (which copy shall not constitute notice):
Calderwood & Harkness LLP One Liberty Plaza, 50th Floor New York, NY 10006
Attention: Douglas Carmichael, Partner
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 copy shall not constitute notice):
Hargrove, Delacroix & Stern LLP 600 Lexington Avenue, 28th Floor New York, NY 10022
Attention: Margaret Delacroix, Partner
Email: mdelacroix@hdslaw.com
Any Party may change its address for purposes of this Section 12.8 by giving written notice of such change to the other Parties in accordance with this Section.
12.9 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. No Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of all other Parties, and any purported assignment without such consent shall be null, void, and of no force or effect.
12.10 Third-Party Beneficiaries. Except as expressly set forth herein, including the releases granted in favor of the Thalassa Releasees and the Northwind Releasees in Article 4, this Agreement is not intended to, and shall not, confer any rights, benefits, or remedies upon any person or entity other than the Parties hereto and their permitted successors and assigns.
12.11 Construction. This Agreement has been negotiated at arm's length among the Parties, each of which has been represented by experienced legal counsel of its own choosing throughout the negotiation and execution hereof. No provision of this Agreement shall be construed against any Party on the ground that such Party, or such Party's counsel, drafted or proposed such provision, and the Parties expressly waive the application of any rule of construction that ambiguities are to be resolved against the drafting party.
12.12 Headings. The article, section, and subsection headings contained in this Agreement are for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Agreement.
12.13 Cooperation. Each Party agrees to execute, acknowledge, and deliver such additional documents, instruments, and agreements, and to take such further actions, as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Agreement, including the filing of any court papers, stipulations, or orders required hereby.
ARTICLE 13 — EXHIBITS
The following Exhibits are annexed hereto and incorporated by reference as if fully set forth herein:
Exhibit A: Escrow Agreement (Execution Version) dated November 20, 2024, among Thalassa Shipping & Logistics SA, Aegean Fortuna Shipholding Ltd., Northwind Maritime Corporation, and Atlantic Fiduciary Trust Company, governing Escrow Account No. ESC-2024-NYK-08831.
Exhibit B: Stipulation and Order Retaining Jurisdiction to Enforce Settlement, providing for the retention of jurisdiction by the Supreme Court of the State of New York, New York County, for a period of one hundred eighty (180) days from the Effective Date.
Exhibit C: Stipulation of discontinuance With Prejudice, to be executed and filed with the Court within ten (10) business days of the Final Payment Date, discontinuing the Action with prejudice, including all claims and counterclaims.
Exhibit D: Form of Consent Judgment, in the amount of the unpaid balance of the Settlement Amount plus interest at nine percent (9%) per annum, to be entered by the Court upon a Payment Default in accordance with Section 7.3.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement and Mutual General Release as of the date first written 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: Director
Date: November 20, 2024
NORTHWIND MARITIME CORPORATION
By: ________
Name: Viktor Lindgren
Title: President and Managing Director
Date: November 20, 2024
ACKNOWLEDGED AND AGREED
The undersigned counsel for the respective Parties acknowledge that they have reviewed this Agreement with their respective clients, that their respective clients have authorized the execution of this Agreement, and that they will cooperate in good faith to carry out the terms hereof, including the filing of all necessary court papers.
CALDERWOOD & HARKNESS LLP Counsel for the Thalassa Parties
By: ________
Name: Douglas Carmichael
Title: Partner
One Liberty Plaza, 50th Floor New York, NY 10006
Date: November 20, 2024
HARGROVE, DELACROIX & STERN LLP Counsel for Northwind Maritime Corporation
By: ________
Name: Margaret Delacroix
Title: Partner
600 Lexington Avenue, 28th Floor New York, NY 10022
Date: November 20, 2024

SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

RECITALS

WHEREAS:

THALASSA SHIPPING & LOGISTICS SA

AEGEAN FORTUNA SHIPHOLDING LTD.

NORTHWIND MARITIME CORPORATION

ACKNOWLEDGED AND AGREED

Record

Parties

Dates

Amounts