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SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

Second Draft — Revised November 15, 2024

Draft — Subject to Final Review and Execution by All Parties

Prepared by Calderwood & Harkness LLP, One Liberty Plaza, 50th Floor, New York, NY 10006. C&H Matter No.: 1044-00006. This Second Draft incorporates agreed changes from Northwind's November 12, 2024 redline and Calderwood & Harkness's counter-proposals, and is transmitted under cover of letter dated November 15, 2024 from Douglas Carmichael to Margaret Delacroix at Hargrove, Delacroix & Stern LLP.

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SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

This Settlement Agreement and Mutual General Release (this "Agreement") is made and entered into as of November \\\_, 2024 (the "Effective Date"), by and among:

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

AEGEAN FORTUNA SHIPHOLDING LTD., a limited liability company incorporated under the laws of the Republic of Liberia, with a registered address at 80 Broad Street, Monrovia, Liberia, and a wholly owned subsidiary of TSL (hereinafter referred to as "Aegean Fortuna Shipholding");

TSL and Aegean Fortuna Shipholding are collectively referred to herein as the "Thalassa Parties";

and

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 (hereinafter referred to as "Northwind").

The Thalassa Parties and Northwind are collectively referred to herein as the "Parties" and individually as a "Party."

RECITALS

WHEREAS:

A. The Charter-Party. On December 3, 2020, Aegean Fortuna Shipholding (as Owner) and Northwind (as Charterer) executed a time charter-party on an amended NYPE 2015 form, bearing Charter-Party Reference No. NW-TSL-CP-2020-1203, for the vessel M/V Aegean Fortuna (IMO No. 9847231), a Supramax dry bulk carrier of approximately 58,200 deadweight tons (DWT), flagged in the Republic of Liberia and classified by Global Maritime Classification Bureau (the "Charter-Party"). The Charter-Party provided for a charter period of thirty-six (36) months, commencing on January 15, 2021 and terminating on January 14, 2024, at a daily hire rate of fourteen thousand seven hundred fifty dollars ($14,750) per day, representing a total charter value of approximately sixteen million one hundred sixty-six thousand dollars ($16,166,000) over the full charter period.

B. The Dispute. Disputes have arisen between the Parties in connection with the Charter-Party and the performance of obligations thereunder. Northwind alleges that the Thalassa Parties breached the Charter-Party by, among other things, failing to maintain the M/V Aegean Fortuna in a seaworthy condition and by deviating from agreed trade routes, resulting in claimed damages totaling approximately eighteen million three hundred thousand dollars ($18,300,000). Specifically, Northwind alleges that three separate mechanical incidents caused the Vessel to be placed off-hire for a total of sixty-eight (68) days during 2022: (i) a turbocharger failure occurring from approximately March 12 through April 2, 2022 (twenty-two (22) days off-hire); (ii) a ballast water treatment system and boiler failure occurring from approximately July 8 through July 29, 2022 (twenty-one (21) days off-hire); and (iii) a cylinder liner failure occurring from approximately November 15 through December 10, 2022 (twenty-five (25) days off-hire). Northwind further alleges that the Vessel made an unauthorized route deviation to Maputo, Mozambique in September 2022, which caused Northwind to miss a laycan window at Qingdao, China for the period of October 1–5, 2022.

Northwind's claimed damages are asserted in the following categories: (i) off-hire deductions in the amount of one million three thousand dollars ($1,003,000); (ii) liquidated damages under Clause 28 of the Charter-Party in the amount of four million five hundred thousand dollars ($4,500,000); (iii) substitute charter costs in the amount of four hundred seventy-one thousand six hundred dollars ($471,600); (iv) cargo damage in the amount of three million four hundred twenty thousand dollars ($3,420,000); (v) demurrage and dead freight in the amount of one million two hundred thirty thousand dollars ($1,230,000); (vi) additional port and bunker costs in the amount of eight hundred seventy-five thousand four hundred dollars ($875,400); (vii) lost sub-charter profit in the amount of one hundred sixty-six thousand six hundred dollars ($166,600); (viii) third-party shipper claims in the amount of five million six hundred thirty-four thousand four hundred dollars ($5,634,400); and (ix) legal fees and costs in the amount of nine hundred ninety-nine thousand dollars ($999,000).

The Thalassa Parties deny all of Northwind's allegations and dispute the validity, nature, and amount of the claimed damages in their entirety.

C. The Litigation. On October 2, 2023, Northwind filed a complaint 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, assigned to the Honorable Lorraine K. Chen, J.S.C., Part 49 (the "Action"). On November 17, 2023, the Thalassa Parties filed a Verified Answer and Counterclaim, which included affirmative defenses and a counterclaim against Northwind for one million six hundred twenty thousand dollars ($1,620,000) in allegedly unpaid hire for the period of October 1 through December 31, 2022 (one hundred ten (110) days at fourteen thousand seven hundred fifty dollars ($14,750) per day, rounded). The Thalassa Parties thereafter moved to dismiss Counts III and V of Northwind's complaint. By decision and order dated March 8, 2024, the Court granted the motion in part, dismissing Count V with prejudice and narrowing the scope of Count III. Discovery was conducted from January 2024 through August 2024, and included depositions of party witnesses and exchange of expert reports. On September 20, 2024, the Thalassa Parties filed a Motion for Partial Summary Judgment on the interpretation of the liquidated damages cap provision in Clause 28 of the Charter-Party and on the deviation claim, which motion remains pending before the Court as of the date hereof.

D. The Mediation. Pursuant to the Court's order, the Parties participated in mediation on October 28–29, 2024, before the Honorable Gerald K. Fitzpatrick (Ret.) at Bayside Dispute Resolution Services LLC, located at 140 Broadway, Suite 3200, New York, NY 10005. On October 29, 2024, the Parties reached a settlement in principle, which was memorialized in a one-page mediator's term sheet signed by counsel for both Parties (the "Mediator's Term Sheet").

E. Purpose and Intent. The Parties now desire to fully, finally, and forever resolve all disputes, claims, counterclaims, cross-claims, and causes of action between or among them arising out of, relating to, or in any way connected with the Charter-Party, the M/V Aegean Fortuna, and the Action, on the terms and conditions set forth herein. This Agreement represents a compromise of disputed claims and is not, and shall not be construed as, an admission of liability, fault, or wrongdoing by any Party.

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

ARTICLE 1 — DEFINITIONS

Section 1.1 — Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1.1 shall have the meanings ascribed to them elsewhere in this Agreement.

"Action" means the litigation captioned Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, pending in the Supreme Court of the State of New York, New York County, Commercial Division, before the Honorable Lorraine K. Chen, J.S.C., Part 49.

"Agreement" or "Settlement Agreement" means this Settlement Agreement and Mutual General Release, including all exhibits and schedules hereto, as the same may be amended, supplemented, or modified from time to time in accordance with Section 13.4.

"Charter-Party" means the time charter-party dated December 3, 2020, bearing Reference No. NW-TSL-CP-2020-1203, entered into between Aegean Fortuna Shipholding (as Owner) and Northwind (as Charterer) on an amended NYPE 2015 form, as amended, supplemented, or otherwise modified prior to the date hereof.

"Confidential Information" has the meaning ascribed to such term in Section 6.1 of this Agreement.

"Consent Judgment" has the meaning ascribed to such term in Section 7.3 of this Agreement, and shall be in substantially the form attached hereto as Exhibit B.

"Effective Date" means the date on which this Agreement is fully executed by all Parties, as indicated on the signature pages hereto.

"Escrow Account" means Account No. ESC-2024-NYK-08831 maintained at Atlantic Fiduciary Trust Company, 60 Wall Street, Suite 2800, New York, NY 10005.

"Escrow Agent" means Atlantic Fiduciary Trust Company, acting in its capacity as escrow agent pursuant to the Escrow Agreement.

"Escrow Agreement" means the escrow agreement among the Parties and the Escrow Agent entered into contemporaneously herewith, substantially in the form attached hereto as Exhibit C.

"Final Payment Date" means the date on which the third and final Settlement Payment is deposited into the Escrow Account in accordance with Section 2.1(c) of this Agreement.

"Grace Period" has the meaning ascribed to such term in Section 2.4 of this Agreement.

"Mediator's Term Sheet" means the one-page term sheet dated October 29, 2024, signed by counsel for the Parties at the conclusion of the mediation conducted before the Honorable Gerald K. Fitzpatrick (Ret.) at Bayside Dispute Resolution Services LLC.

"Northwind Released Claims" has the meaning ascribed to such term in Section 4.1 of this Agreement.

"Northwind Released Parties" has the meaning ascribed to such term in Section 4.4 of this Agreement.

"Parties" means the Thalassa Parties and Northwind, collectively, and "Party" means any one of them individually.

"Person" means any individual, corporation, company, partnership, limited liability company, joint venture, trust, estate, association, governmental authority, or other entity of any kind.

"Released Claims" means, collectively, the Northwind Released Claims and the Thalassa Released Claims.

"Settlement Amount" means the sum of seven million eight hundred fifty thousand dollars ($7,850,000), payable by the Thalassa Parties to Northwind in accordance with Article 2 of this Agreement.

"Settlement Payments" means the three installment payments described in Section 2.1 of this Agreement.

"Stipulation of discontinuance" has the meaning ascribed to such term in Section 5.2 of this Agreement, and shall be in substantially the form attached hereto as Exhibit A.

"Thalassa Parties" means TSL and Aegean Fortuna Shipholding, collectively.

"Thalassa Released Claims" has the meaning ascribed to such term in Section 4.3 of this Agreement.

"Thalassa Released Parties" has the meaning ascribed to such term in Section 4.2 of this Agreement.

"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.

Section 1.2 — Rules of Construction

Unless the context of this Agreement otherwise requires: (a) references to "Articles," "Sections," "Exhibits," and "Schedules" are to Articles, Sections, Exhibits, and Schedules of and to this Agreement; (b) the headings and captions of the Articles, Sections, and Exhibits are inserted for convenience of reference only and shall not affect the interpretation or construction of this Agreement; (c) the word "including" and words of similar import, when used in this Agreement, shall mean "including, without limitation," unless the context clearly indicates otherwise; (d) words in the singular form shall be construed to include the plural and vice versa, and words in one gender shall be construed to include all genders, as the context requires; (e) references to any agreement, document, or instrument shall mean such agreement, document, or instrument as amended, supplemented, or otherwise modified from time to time; (f) references to any statute or regulation shall mean such statute or regulation as amended, modified, or supplemented from time to time, and any successor thereto; (g) the Recitals set forth above are incorporated into and made a part of this Agreement; and (h) this Agreement shall not be construed more strictly against any Party by reason of the fact that such Party or its counsel may have drafted or participated in the drafting of this Agreement.

ARTICLE 2 — SETTLEMENT PAYMENTS

Section 2.1 — Payment Amounts and Schedule

In full and final settlement of all Released Claims and in consideration of the mutual covenants, agreements, and releases set forth herein, the Thalassa Parties shall pay to Northwind the total Settlement Amount of seven million eight hundred fifty thousand dollars ($7,850,000) in three (3) installment payments as follows:

(a) First Settlement Payment. The sum of four million dollars ($4,000,000), which shall be deposited into the Escrow Account within thirty (30) calendar days following the Effective Date;

(b) Second Settlement Payment. The sum of two million dollars ($2,000,000), which shall be deposited into the Escrow Account within ninety (90) calendar days following the Effective Date; and

(c) Third Settlement Payment. The sum of one million eight hundred fifty thousand dollars ($1,850,000), which shall be deposited into the Escrow Account within one hundred fifty (150) calendar days following the Effective Date.

For the avoidance of doubt, the aggregate of the three Settlement Payments equals the total Settlement Amount: $4,000,000 + $2,000,000 + $1,850,000 = $7,850,000. The obligation to make each Settlement Payment is a joint and several obligation of TSL and Aegean Fortuna Shipholding. Time is of the essence with respect to the payment obligations set forth in this Section 2.1.

Section 2.2 — Escrow Deposit and Release Mechanics

All Settlement Payments shall be deposited by wire transfer of immediately available funds in United States dollars into the Escrow Account (Account No. ESC-2024-NYK-08831) maintained at Atlantic Fiduciary Trust Company, 60 Wall Street, Suite 2800, New York, NY 10005 (Contact: Martin Schreiber, Vice President, Escrow Services). The wire transfer instructions for deposits into the Escrow Account shall be as set forth in the Escrow Agreement.

Release of funds from the Escrow Account to Northwind shall be made upon joint written instruction of the Parties (or their respective counsel of record) in accordance with the terms and conditions of the Escrow Agreement. Upon the deposit of each Settlement Payment into the Escrow Account, the Thalassa Parties shall promptly notify counsel for Northwind (Hargrove, Delacroix & Stern LLP, Attention: Margaret Delacroix, 600 Lexington Avenue, 28th Floor, New York, NY 10022) in writing of such deposit, including the date and amount deposited. Promptly following receipt of such notification, and in any event within three (3) business days thereafter, the Parties (or their respective counsel) shall deliver joint written release instructions to the Escrow Agent directing the release of the deposited funds to Northwind in accordance with the wire transfer instructions provided by Northwind pursuant to Section 2.6. All fees and expenses of the Escrow Agent shall be borne equally by the Parties, unless otherwise provided in the Escrow Agreement.

Section 2.3 — Funding Sources

The Thalassa Parties' obligation to deposit the full Settlement Amount into the Escrow Account in accordance with Section 2.1 is unconditional and shall not be contingent upon or subject to the receipt of funds from any particular source, including any insurer, protection and indemnity club, or third party. The failure or refusal of any insurer or other third party to contribute funds toward the Settlement Amount shall not relieve the Thalassa Parties of their payment obligations under this Agreement.

Section 2.4 — Late Payment; Interest

If any Settlement Payment is not deposited into the Escrow Account by the applicable due date specified in Section 2.1, the Thalassa Parties shall have a grace period of five (5) business days following such due date (the "Grace Period") before an Event of Default is deemed to have occurred under Section 7.1(a). Notwithstanding the foregoing, the Grace Period does not excuse or extend the Thalassa Parties' obligation to make timely payment on or before the due date. If any Settlement Payment is not deposited into the Escrow Account on or before the applicable due date, interest shall accrue on the unpaid amount at the rate of nine percent (9%) per annum (the statutory rate applicable under Section 5004 of the New York Civil Practice Law and Rules) from the original due date until the date on which such payment is deposited into the Escrow Account. Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed.

Section 2.5 — Tax Treatment

Each Party shall be solely responsible for its own tax obligations arising from or relating to the receipt, payment, or other treatment of the Settlement Amount, and neither Party makes any representation or warranty to any other Party regarding the tax consequences of this Agreement or the Settlement Amount. The Thalassa Parties shall not be required to withhold any amounts from the Settlement Payments unless withholding is required by applicable law, in which case the Thalassa Parties shall promptly notify Northwind's counsel of the basis for and amount of any such withholding. Northwind shall provide to the Thalassa Parties and to the Escrow Agent any required tax forms, including IRS Form W-9 or IRS Form W-8BEN-E, as applicable, no later than five (5) business days prior to the due date for the first Settlement Payment. The failure by Northwind to provide such forms in a timely manner shall not excuse the Thalassa Parties from their obligation to make the Settlement Payments on their respective due dates; provided, however, that the Thalassa Parties shall be entitled to withhold from any Settlement Payment any amounts required to be withheld under applicable law in the absence of such forms.

Section 2.6 — Wire Transfer Instructions

Northwind shall provide wire transfer instructions for the ultimate receipt of released funds to the Escrow Agent and to counsel for the Thalassa Parties (Calderwood & Harkness LLP, Attention: Douglas Carmichael) no later than five (5) business days after the Effective Date. The Thalassa Parties shall wire all Settlement Payments to the Escrow Account in accordance with the wire transfer instructions set forth in the Escrow Agreement. Any changes to Northwind's wire transfer instructions for receipt of released funds shall be communicated in writing to the Escrow Agent and to counsel for the Thalassa Parties at least three (3) business days prior to any scheduled release of funds.

ARTICLE 3 — COUNTERCLAIM WAIVER

Section 3.1 — Waiver of Counterclaim

As part of the global settlement reflected in this Agreement and as additional consideration flowing from the Thalassa Parties to Northwind, the Thalassa Parties hereby irrevocably and unconditionally waive, relinquish, and release their counterclaim for one million six hundred twenty thousand dollars ($1,620,000) in unpaid hire for the period of October 1 through December 31, 2022, as asserted in the Verified Answer and Counterclaim filed on November 17, 2023 in the Action. The Parties acknowledge and agree that the Settlement Amount was negotiated in the context of a comprehensive resolution of all claims and counterclaims between the Parties, including the Thalassa Parties' counterclaim, and that the waiver of the counterclaim set forth in this Section 3.1 constitutes material additional consideration flowing from the Thalassa Parties to Northwind in connection with this Agreement. The Thalassa Parties shall not seek to reinstate, reassert, or otherwise pursue the counterclaim or any claim for unpaid hire relating to the Charter-Party or the Vessel under any circumstances.

Section 3.2 — No Separate Payment on Counterclaim

Northwind shall have no obligation to make any payment to the Thalassa Parties on account of the counterclaim, any claim for withheld hire, or any other claim or demand that has been or could have been asserted by the Thalassa Parties in connection with the Charter-Party or the Vessel. The Thalassa Parties acknowledge that they are receiving no separate monetary recovery in connection with the counterclaim and that the settlement consideration flowing to the Thalassa Parties consists solely of the releases, covenants, and other agreements of Northwind set forth in this Agreement.

ARTICLE 4 — MUTUAL GENERAL RELEASE

Section 4.1 — Release by Northwind (Northwind Released Claims)

Northwind, for itself and for each of its successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees, agents, representatives, attorneys, insurers, and all Persons acting by, through, under, or on behalf of Northwind, hereby fully, finally, and irrevocably releases, acquits, and forever discharges the Thalassa Released Parties from any and all claims, demands, rights, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, and liabilities of every kind, nature, and description whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, accrued or unaccrued, contingent or non-contingent, liquidated or unliquidated, at law or in equity, in contract, tort, or otherwise, that Northwind ever had, now has, or hereafter may have against the Thalassa Released Parties, or any of them, arising out of, relating to, or in any way connected with:

(a) the Charter-Party (Reference No. NW-TSL-CP-2020-1203);

(b) the Vessel (M/V Aegean Fortuna, IMO No. 9847231), including the ownership, operation, management, maintenance, repair, seaworthiness, manning, navigation, trade, employment, or any other aspect of the Vessel during the charter period or otherwise;

(c) the Action (Index No. 655421/2023), including all claims, counterclaims, and defenses asserted or that could have been asserted therein;

(d) any and all incidents, events, acts, omissions, breaches, defaults, damages, losses, or injuries alleged in, arising out of, or related to any of the foregoing, including the three alleged mechanical incidents, the alleged route deviation, and all categories of damages claimed by Northwind in the Action; and

(e) any and all negotiations, discussions, communications, or transactions between or among any of the Parties or any of the Released Parties relating to any of the foregoing.

(collectively, the "Northwind Released Claims").

Notwithstanding the foregoing, the Northwind Released Claims shall not include (i) any claims arising under separate commercial agreements between the Parties that are unrelated to the Charter-Party and the Vessel, or (ii) any rights or claims arising under or in connection with this Agreement or the Escrow Agreement.

Section 4.2 — Thalassa Released Parties

For purposes of this Agreement, "Thalassa Released Parties" means TSL, Aegean Fortuna Shipholding Ltd., and each of their respective past, present, and future parents, subsidiaries, affiliates, divisions, successors, assigns, officers, directors, shareholders, members, partners, employees, servants, agents, representatives, attorneys, accountants, auditors (including Lysander & Associates), insurers (including Oceanus Mutual Protection & Indemnity Club and Fortis Marine Underwriters Ltd.), lenders, classification societies (including Global Maritime Classification Bureau), and all Persons acting by, through, under, or in concert with any of them. For the avoidance of doubt, the Thalassa Released Parties shall include the Master (Captain Nikolaos Giannopoulos), the Chief Engineer (Petros Vlahos), and all officers and crew members of the M/V Aegean Fortuna at any time during the charter period.

Section 4.3 — Release by the Thalassa Parties (Thalassa Released Claims)

The Thalassa Parties, for themselves and for each of their respective successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees, agents, representatives, attorneys, insurers, and all Persons acting by, through, under, or on behalf of the Thalassa Parties, hereby fully, finally, and irrevocably release, acquit, and forever discharge the Northwind Released Parties from any and all claims, demands, rights, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, and liabilities of every kind, nature, and description whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, accrued or unaccrued, contingent or non-contingent, liquidated or unliquidated, at law or in equity, in contract, tort, or otherwise, that the Thalassa Parties ever had, now have, or hereafter may have against the Northwind Released Parties, or any of them, arising out of, relating to, or in any way connected with:

(a) the Charter-Party (Reference No. NW-TSL-CP-2020-1203);

(b) the Vessel (M/V Aegean Fortuna, IMO No. 9847231), including the chartering, employment, trade, or any other aspect of the Vessel during the charter period or otherwise;

(c) the Action (Index No. 655421/2023), including all claims, counterclaims, and defenses asserted or that could have been asserted therein;

(d) the counterclaim for one million six hundred twenty thousand dollars ($1,620,000) in unpaid hire for the period of October 1 through December 31, 2022, as asserted in the Verified Answer and Counterclaim filed November 17, 2023;

(e) any and all incidents, events, acts, omissions, breaches, defaults, damages, losses, or injuries alleged in, arising out of, or related to any of the foregoing; and

(f) any and all negotiations, discussions, communications, or transactions between or among any of the Parties or any of the Released Parties relating to any of the foregoing.

(collectively, the "Thalassa Released Claims").

Notwithstanding the foregoing, the Thalassa Released Claims shall not include (i) any claims arising under separate commercial agreements between the Parties that are unrelated to the Charter-Party and the Vessel, or (ii) any rights or claims arising under or in connection with this Agreement or the Escrow Agreement.

Section 4.4 — Northwind Released Parties

For purposes of this Agreement, "Northwind Released Parties" means Northwind and each of its respective past, present, and future parents, subsidiaries, affiliates, divisions, successors, assigns, officers, directors, shareholders, members, partners, employees, servants, agents, representatives, attorneys, accountants, insurers, and all Persons acting by, through, under, or in concert with any of them. For the avoidance of doubt, the Northwind Released Parties shall include Eastbourne Bulk Carriers Ltd. (as Northwind's sub-charterer), but solely to the extent of claims arising out of, relating to, or in any way connected with the Charter-Party and the Vessel.

Section 4.5 — Unknown Claims Waiver

Each Party expressly acknowledges and agrees that the releases set forth in this Article 4 are intended to be and are general releases of all Released Claims, including claims that are presently unknown, unanticipated, or unsuspected. Each Party hereby expressly waives and relinquishes, to the fullest extent permitted by law, any rights or benefits it may have under any statute, regulation, or common law principle of any jurisdiction that would otherwise limit the release of claims to those that are known or suspected to exist at the time of executing the release. Without limiting the generality of the foregoing, each Party expressly waives any rights under Section 1542 of the California Civil Code, or any analogous statute, regulation, or rule of law in any other jurisdiction, which 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 may discover facts different from or in addition to those that it now knows or believes to be true with respect to the subject matter of the Released Claims, and agrees that this release shall remain effective in all respects regardless of any such different or additional facts. Each Party assumes the risk of any mistake of fact in connection with the true facts involved or with regard to any of the matters that are the subject of this release.

Section 4.6 — Covenant Not to Sue

Each Party hereby covenants and agrees that it will not, directly or indirectly, commence, prosecute, maintain, participate in, or encourage or assist any other Person in commencing, prosecuting, or maintaining any action, suit, claim, arbitration, or proceeding of any kind against any Released Party with respect to any Released Claim before any court, tribunal, arbitral body, administrative agency, or other forum. If any Party breaches this covenant not to sue, such breaching Party shall indemnify and hold harmless the other Party and all applicable Released Parties from and against any and all claims, losses, liabilities, costs, damages, and expenses (including reasonable attorneys' fees and disbursements) incurred by such other Party or Released Parties as a result of such breach. In the event that any Released Party is named as a defendant, respondent, or party in any action, suit, or proceeding arising out of or relating to any Released Claim in violation of this covenant, the breaching Party shall, upon written demand, promptly cause such action, suit, or proceeding to be dismissed with prejudice.

Section 4.7 — Preservation of Rights Under This Agreement and Escrow Agreement

Notwithstanding any provision of this Article 4 to the contrary, nothing herein shall release, discharge, or otherwise affect any Party's rights, obligations, or remedies under this Agreement, the Escrow Agreement, or any exhibit or ancillary document executed in connection herewith. The releases set forth in Sections 4.1 and 4.3 shall not be construed to release any Party from the performance of its obligations under this Agreement, including the obligation to make the Settlement Payments, the confidentiality obligations set forth in Article 6, and the indemnification obligations set forth in Article 12.

ARTICLE 5 — LITIGATION DISPOSITION

Section 5.1 — Withdrawal of Pending Motions

Within five (5) business days following the Effective Date, the Parties shall execute and file in the Action agreed stipulations withdrawing with prejudice all pending motions, including the Thalassa Parties' Motion for Partial Summary Judgment filed on September 20, 2024 and any other pending applications, cross-motions, or requests for relief. Each Party shall cooperate fully with the other Party in connection with the preparation, execution, and filing of such stipulations.

Section 5.2 — Stipulation of discontinuance

Within ten (10) business days following the Final Payment Date (i.e., the date on which the third and final Settlement Payment is deposited into the Escrow Account in accordance with Section 2.1(c)), the Parties shall execute and file a Stipulation of discontinuance with Prejudice (the "Stipulation of discontinuance") discontinuing the Action in its entirety, including all claims, counterclaims, cross-claims, and defenses, with each Party bearing its own costs and attorneys' fees. The Stipulation of discontinuance shall be in substantially the form attached hereto as Exhibit A. Each Party's obligation to execute and file the Stipulation of discontinuance is conditioned upon the deposit of all three Settlement Payments into the Escrow Account and the release of such funds to Northwind in accordance with the Escrow Agreement.

Section 5.3 — Retention of Jurisdiction

Contemporaneously with the filing of the stipulations withdrawing pending motions pursuant to Section 5.1, the Parties shall submit to the Court for so-ordering a Stipulation and Order providing that the Supreme Court of the State of New York, New York County, shall retain jurisdiction for a period of one hundred eighty (180) days following the Effective Date for the purpose of enforcing the terms of this Agreement, including the entry of a Consent Judgment upon default as provided in Section 7.3 of this Agreement. The Stipulation and Order Retaining Jurisdiction shall be in substantially the form attached hereto as Exhibit D.

Section 5.4 — Notification to Court

Within five (5) business days following the Effective Date, counsel for the Parties shall jointly notify the Honorable Lorraine K. Chen, J.S.C., of the settlement reached between the Parties and shall request that the conference presently scheduled for December 6, 2024, and any other scheduled appearances or deadlines in the Action, be adjourned and removed from the Court's calendar. Such notification shall be made in the form customarily used in the Commercial Division and shall reference the Parties' intent to file the stipulations described in Sections 5.1 and 5.3.

ARTICLE 6 — CONFIDENTIALITY

Section 6.1 — Confidential Information Defined

For purposes of this Agreement, "Confidential Information" means: (a) the existence of this Agreement and the fact of settlement; (b) the terms, conditions, and provisions of this Agreement, including the Settlement Amount, the payment schedule, and any other financial or substantive terms set forth herein; (c) the Mediator's Term Sheet and the terms thereof; (d) all negotiations, discussions, proposals, counter-proposals, correspondence, memoranda, and communications between or among the Parties, their counsel, or the mediator relating to the settlement of the Action, whether occurring before, during, or after the mediation; (e) all mediation submissions, position statements, briefs, and other materials prepared for or submitted in connection with the mediation; and (f) any information regarding the funding sources or insurance arrangements of any Party in connection with the settlement. Notwithstanding the foregoing, Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of, or breach of this Agreement by, the Party seeking to make disclosure; (ii) was already in the possession of the receiving Party prior to disclosure in connection with the settlement, as demonstrated by written records; or (iii) is independently developed by the receiving Party without reference to or use of the Confidential Information.

Section 6.2 — Non-Disclosure Obligations

Each Party agrees to hold all Confidential Information in strict confidence and shall not, directly or indirectly, disclose, publish, disseminate, or otherwise make available any Confidential Information to any Person, except as expressly permitted under Section 6.3. Each Party shall take reasonable measures to ensure that its officers, directors, employees, agents, and representatives who receive Confidential Information are informed of the confidential nature thereof and of the obligations set forth in this Article 6, and such officers, directors, employees, agents, and representatives shall be bound by these confidentiality obligations. Each Party shall be responsible for any breach of this Article 6 by its officers, directors, employees, agents, and representatives.

Section 6.3 — Permitted Disclosures

Notwithstanding Section 6.2, disclosure of Confidential Information shall be permitted in the following circumstances:

(a) Legal Counsel. Each Party may disclose Confidential Information to its legal counsel, including Calderwood & Harkness LLP (for the Thalassa Parties), Hargrove, Delacroix & Stern LLP (for Northwind), Konstantinou & Rizos Law Offices (for TSL), and Pacific Maritime Legal Associates (for Northwind), in each case to the extent reasonably necessary for such counsel to advise the Party in connection with this Agreement, the Action, or any related matters.

(b) Insurers. Each Party may disclose Confidential Information to its insurers, including Oceanus Mutual Protection & Indemnity Club, Fortis Marine Underwriters Ltd., and Castellan Professional Liability Insurers Ltd. (for the Thalassa Parties), and Northwind's applicable insurers, to the extent reasonably necessary for purposes of insurance coverage, claims handling, regulatory compliance, or reporting.

(c) Lenders. Each Party may disclose Confidential Information to its lenders, including Meridian Capital Bank AG (for TSL), to the extent required under applicable credit agreements, financing documents, or related contractual obligations. Without limiting the generality of the foregoing, TSL is required to disclose the existence and material terms of this settlement to Meridian Capital Bank AG pursuant to Section 8.14 of the Credit Agreement dated April 1, 2019, and such disclosure is expressly permitted hereunder.

(d) Auditors and Accountants. Each Party may disclose Confidential Information to its auditors and accountants, including Lysander & Associates (for the Thalassa Parties), in connection with financial reporting, audit, and accounting matters.

(e) Legal Compulsion. Each Party may disclose Confidential Information as required by applicable law, regulation, regulatory authority, court order, or subpoena; provided, however, that the Party intending to make such disclosure shall, to the extent legally permissible, provide prompt written notice to the other Party before making such disclosure, which notice shall include a description of the information to be disclosed and the basis for the required disclosure, so as to afford the other Party a reasonable opportunity to seek a protective order or other appropriate remedy.

(f) Officers, Directors, and Senior Management. Each Party may disclose Confidential Information to its officers, directors, and senior management on a need-to-know basis, provided that such persons are informed of and agree to be bound by the confidentiality obligations set forth in this Article 6.

(g) Tax Advisors and Financial Consultants. Each Party may disclose Confidential Information to tax advisors and financial consultants retained by such Party in connection with the settlement and the matters addressed by this Agreement, provided that such advisors and consultants are informed of and agree to be bound by the confidentiality obligations set forth in this Article 6.

(h) Enforcement. Each Party may disclose Confidential Information in connection with any action, suit, or proceeding to enforce this Agreement or any provision hereof.

Section 6.4 — Public Statements

Neither Party shall issue any press release or make any public statement regarding the settlement, the terms of this Agreement, or the existence of this Agreement without the prior written consent of the other Party, which consent may be withheld in such Party's sole discretion. If either Party is required by applicable law, regulation, stock exchange rule, or governmental authority to make a public disclosure relating to the settlement or this Agreement, such Party shall provide the other Party with reasonable advance notice of the proposed disclosure (and in any event no less than five (5) business days' advance notice, to the extent practicable) and a reasonable opportunity to review and comment on the text of the proposed disclosure before it is made. The disclosing Party shall give due consideration to the other Party's comments and shall use commercially reasonable efforts to limit the scope of the disclosure to the minimum required by law.

Section 6.5 — Remedies for Breach of Confidentiality

The Parties acknowledge and agree that a breach or threatened breach of this Article 6 may cause irreparable harm to the non-breaching Party for which monetary damages alone would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, or other equitable remedies to enforce the provisions of this Article 6, without the necessity of proving actual damages or posting any bond or other security (or, if a bond or security is required, in the minimum amount permitted by applicable law). The exercise of any remedy under this Section 6.5 shall not be deemed an election of remedies and shall not preclude the non-breaching Party from pursuing any other remedy to which it may be entitled.

ARTICLE 7 — DEFAULT AND CONSENT JUDGMENT

Section 7.1 — Events of Default

An "Event of Default" shall be deemed to have occurred if:

(a) the Thalassa Parties fail to deposit any Settlement Payment into the Escrow Account within five (5) business days following its due date as specified in Section 2.1 (i.e., after the expiration of the Grace Period specified in Section 2.4); or

(b) any Party materially breaches any representation, warranty, or covenant contained in this Agreement and fails to cure such breach within fifteen (15) business days after receiving written notice of such breach from the non-breaching Party in accordance with Section 7.2.

Section 7.2 — Notice of Default

The non-defaulting Party shall provide written notice to the defaulting Party specifying the Event of Default in reasonable detail. In the case of a payment default under Section 7.1(a), such notice shall specify the amount of the Settlement Payment that remains unpaid and the due date on which such payment was required to have been made. Notice of default shall be delivered to both the defaulting Party and its counsel in accordance with Section 13.5 of this Agreement. For Events of Default under Section 7.1(b), the defaulting Party shall have fifteen (15) business days following receipt of such notice to cure the breach to the reasonable satisfaction of the non-defaulting Party.

Section 7.3 — Consent Judgment

In the event that the Thalassa Parties default on any Settlement Payment and such default constitutes an Event of Default under Section 7.1(a) (i.e., the payment has not been deposited into the Escrow Account within the Grace Period), Northwind shall be entitled, without further notice or motion, to present for entry a consent judgment against the Thalassa Parties, jointly and severally, in the Supreme Court of the State of New York, New York County (the "Consent Judgment"). The Consent Judgment shall be in the amount of the unpaid balance of the Settlement Amount, reduced by any Settlement Payments previously deposited into the Escrow Account and released to Northwind (i.e., credit shall be given for payments already made), together with interest on the unpaid balance at the rate of nine percent (9%) per annum (the statutory rate under Section 5004 of the New York Civil Practice Law and Rules) accruing from the date of the Event of Default until the date of payment.

The form of Consent Judgment shall be substantially in the form attached hereto as Exhibit B and shall be executed by the Thalassa Parties simultaneously with the execution of this Agreement. The executed Consent Judgment shall be held in escrow by Northwind's counsel, Hargrove, Delacroix & Stern LLP, and shall be filed with the Court only upon the occurrence of an Event of Default under Section 7.1(a).

In addition to the Consent Judgment amount, Northwind shall be entitled to recover reasonable attorneys' fees and costs incurred in connection with the enforcement of this Agreement, including the presentation of the Consent Judgment to the Court; provided, however, that such fees and costs shall be sought by separate fee application to the Court and shall not be included in the face amount of the Consent Judgment itself.

Section 7.4 — Acceleration

Upon the occurrence of an Event of Default under Section 7.1(a), all remaining unpaid Settlement Payments shall become immediately due and payable in full, without further notice or demand, and Northwind shall be entitled to seek entry of the Consent Judgment for the full unpaid balance of the Settlement Amount (less credit for payments previously deposited and released), together with accrued interest as provided in Section 7.3. The acceleration of payment obligations under this Section 7.4 shall be in addition to, and not in limitation of, any other rights or remedies available to Northwind under this Agreement, at law, or in equity.

ARTICLE 8 — REPRESENTATIONS AND WARRANTIES

Section 8.1 — Mutual Representations and Warranties

Each Party hereby represents and warrants to the other Parties as of the Effective Date as follows:

(a) Organization and Good Standing. Such Party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization (in the case of TSL, the Hellenic Republic; in the case of Aegean Fortuna Shipholding, the Republic of Liberia; and in the case of Northwind, the Republic of the marshall Islands), and has all requisite power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

(b) Power and Authority. Such Party has the full corporate or other organizational power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby.

(c) Authorization. The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate or other organizational action. In the case of TSL, this Agreement has been authorized by a resolution of the Board of Directors of TSL dated October 18, 2024, authorizing the settlement of the Action in an amount not to exceed eight million five hundred thousand dollars ($8,500,000), prepared with input from Konstantinou & Rizos Law Offices (a copy of such resolution is attached hereto as Exhibit E). In the case of Northwind, this Agreement has been authorized pursuant to applicable marshall Islands corporate formalities, with advice from Pacific Maritime Legal Associates.

(d) Binding Obligation. This Agreement constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, or similar laws of general applicability relating to or affecting creditors' rights and by general equitable principles.

(e) No Conflict. The execution, delivery, and performance of this Agreement by such Party does not and will not (i) violate any applicable law, statute, regulation, rule, order, judgment, decree, or injunction of any governmental authority; (ii) conflict with, result in a breach of, or constitute a default under the organizational documents of such Party or any agreement, contract, lease, license, or other instrument to which such Party is a party or by which any of its assets are bound; or (iii) require any consent, approval, authorization, or permit of, or filing with or notification to, any governmental authority or other Person, except as has been obtained or made.

Section 8.2 — No Assignment of Claims

Each Party represents and warrants that it has not assigned, transferred, conveyed, pledged, encumbered, or otherwise disposed of, in whole or in part, any claim, demand, cause of action, right, or interest that is the subject of the Released Claims, and that no other Person has any interest in any of the Released Claims by reason of any assignment, transfer, conveyance, pledge, or encumbrance.

Section 8.3 — No Bankruptcy

Each Party represents and warrants that, as of the Effective Date, no petition in bankruptcy, petition for reorganization, or proceeding under any chapter of the United States Bankruptcy Code (Title 11 of the United States Code), or any analogous proceeding under applicable foreign law, has been filed by or against such Party, and no receivership, insolvency, or similar proceeding is pending with respect to such Party. Each Party further represents and warrants that, to its knowledge after reasonable inquiry, no such proceeding is contemplated or threatened as of the Effective Date.

Section 8.4 — Authority of Signatories

Each individual executing this Agreement on behalf of a Party hereby represents and warrants that he or she has been duly authorized by all necessary corporate or organizational action to execute and deliver this Agreement on behalf of such Party, and that his or her signature is sufficient to bind such Party to the terms hereof. Without limiting the foregoing:

(a) For TSL, this Agreement shall be executed by Alexandros Stavridis, in his capacity as Chairman and Chief Executive Officer, and by Markos Theodorakis, in his capacity as General Counsel, each of whom represents that he is duly authorized to execute this Agreement on behalf of TSL.

(b) For Aegean Fortuna Shipholding, this Agreement shall be executed by an authorized signatory designated by TSL, as the sole shareholder of Aegean Fortuna Shipholding.

(c) For Northwind, this Agreement shall be executed by Viktor Lindgren, in his capacity as President and Managing Director, who represents that he is duly authorized to execute this Agreement on behalf of Northwind.

Section 8.5 — Voluntary Execution

Each Party represents and warrants that it has entered into this Agreement voluntarily, with full knowledge and understanding of its terms, provisions, and effects, and after consultation with legal counsel of its own choosing. Each Party further represents that it has had a full and fair opportunity to review and negotiate the terms of this Agreement and that no Party has been coerced, pressured, or unduly influenced by any other Party or any other Person in connection with the execution of this Agreement. Each Party acknowledges that, in entering into this Agreement, it has not relied upon any statement, representation, promise, or inducement of any other Party or any other Person, other than the express terms set forth herein.

ARTICLE 9 — NO ADMISSION OF LIABILITY

Section 9.1 — No Admission

This Agreement represents a compromise and settlement of disputed claims and counterclaims. Nothing contained in this Agreement, and no action taken by any Party in connection with this Agreement, shall be construed as, or deemed to be, an admission of liability, fault, wrongdoing, breach, or violation of law by any Party. Each Party expressly denies any liability, fault, or wrongdoing in connection with the Charter-Party, the Vessel, the Action, or any other matter that is the subject of the Released Claims. Neither this Agreement nor any of its terms or provisions shall be offered or received in evidence in any action, suit, or proceeding (whether civil, criminal, administrative, or otherwise) as an admission, concession, or evidence of the truth or falsity of any allegation, the validity or invalidity of any claim or defense, or the existence or nonexistence of any liability or wrongdoing on the part of any Party; provided, however, that this Agreement may be introduced in evidence in any proceeding to enforce the terms of this Agreement or to establish the existence or scope of the releases granted herein.

ARTICLE 10 — RETURN AND DESTRUCTION OF DISCOVERY MATERIALS

Section 10.1 — Obligation to Return or Destroy

Within sixty (60) calendar days following the Final Payment Date, each Party shall return to the producing Party or destroy all documents, materials, electronically stored information, and other items obtained from the other Party or its representatives during the course of discovery in the Action, including all copies, duplicates, summaries, extracts, compilations, analyses, and derivative materials. This obligation extends to documents and data in any format or medium, including paper documents, electronic files, digital images, and databases. To the extent that discovery materials, including electronically stored information and associated data, have been hosted, processed, or stored by third-party e-discovery vendors, including Lighthouse Data Analytics Inc. (200 Park Avenue South, 14th Floor, New York, NY 10003), each Party shall cause such vendors to permanently delete and purge all such materials from their systems, servers, backup media, and storage devices, and shall obtain written confirmation from such vendors that the deletion and purging has been completed.

Section 10.2 — Certification of Compliance

Within seventy-five (75) calendar days following the Final Payment Date, counsel for each Party shall provide to the other Party's counsel a written certification confirming compliance with Section 10.1, which certification shall confirm the return or destruction of all discovery materials, including confirmation that all e-discovery materials have been deleted and purged from third-party vendor systems. Such certifications shall be addressed as follows: (a) certifications from Calderwood & Harkness LLP (on behalf of the Thalassa Parties) to Hargrove, Delacroix & Stern LLP, Attention: Margaret Delacroix; and (b) certifications from Hargrove, Delacroix & Stern LLP (on behalf of Northwind) to Calderwood & Harkness LLP, Attention: Douglas Carmichael.

Section 10.3 — Exceptions

The obligations to return or destroy discovery materials set forth in Section 10.1 shall not apply to:

(a) documents, materials, or information that are a Party's own documents and were not obtained from the opposing Party or its representatives during the course of discovery;

(b) court filings, transcripts, and other materials that are part of the public record of the Action;

(c) documents, materials, or information that a Party is required to retain by applicable law, regulation, or regulatory authority, or by the professional ethical obligations or rules of conduct governing such Party's legal counsel; and

(d) archival copies of discovery materials retained solely by a Party's outside counsel in their confidential files for the purpose of confirming compliance with professional responsibilities, obligations under applicable rules of professional conduct, or malpractice defense; provided, however, that any such archival copies shall remain subject to the confidentiality obligations set forth in Article 6 of this Agreement and shall not be used for any purpose other than those specified in this Section 10.3(d).

ARTICLE 11 — LENDER AND INSURER NOTIFICATIONS

Section 11.1 — Meridian Capital Bank AG Notification

Within five (5) business days following the Effective Date, TSL shall notify Meridian Capital Bank AG (Attention: Lukas Brandt, Ballindamm 40, 20095 Hamburg, Germany) of the execution of this Agreement and the material terms of the settlement contemplated hereby, pursuant to Section 8.14 of the Credit Agreement dated April 1, 2019 between TSL (as borrower) and Meridian Capital Bank AG (as administrative agent and lead arranger) (the "Meridian Credit Agreement"). Section 8.14 of the Meridian Credit Agreement requires TSL to notify Meridian Capital Bank AG of any material litigation settlement in excess of five million dollars ($5,000,000). The Settlement Amount of seven million eight hundred fifty thousand dollars ($7,850,000) exceeds such threshold, and TSL acknowledges its obligation to provide timely notification in compliance with the Meridian Credit Agreement. The Parties acknowledge that the Meridian Credit Agreement secures a three hundred forty million dollar ($340,000,000) senior secured credit facility against vessel mortgages and other collateral. Northwind shall cooperate reasonably with TSL in connection with such notification, to the extent requested and subject to the confidentiality provisions of Article 6.

Section 11.2 — Insurance Notifications

TSL shall be solely responsible for providing all necessary notifications to its insurers in connection with this Agreement and the settlement contemplated hereby, including notifications to: (a) Oceanus Mutual Protection & Indemnity Club, in respect of Policy No. OCE-P&I-2020-TSL-0047; (b) Fortis Marine Underwriters Ltd., in respect of Policy No. FMU-HM-2020-4892; and (c) Castellan Professional Liability Insurers Ltd., in respect of any applicable professional liability or directors and officers coverage. TSL shall provide such notifications in accordance with the terms and timing requirements of the applicable insurance policies and club rules. Nothing in this Agreement shall impair, prejudice, limit, or waive any rights of TSL's insurers, including any rights of subrogation, contribution, or recovery that may exist under applicable policies or at law.

Section 11.3 — Cooperation with Insurer Requirements

Each Party agrees to cooperate reasonably with the other Party's insurers in connection with the settlement, including by providing information, documentation, or certifications reasonably necessary for insurance coverage, claims-handling, or regulatory compliance purposes. Any such cooperation shall be subject to the confidentiality provisions of Article 6 and shall not require any Party to waive any privilege or protection applicable to its communications with counsel. Each Party shall bear its own costs and expenses incurred in connection with such cooperation.

ARTICLE 12 — INDEMNIFICATION

Section 12.1 — Indemnification by Each Party

Each Party (in such capacity, the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its respective Released Parties (in such capacity, each an "Indemnified Party") from and against any and all claims, demands, actions, causes of action, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or relating to: (a) any breach by the Indemnifying Party of any representation, warranty, covenant, or agreement contained in this Agreement; or (b) any claim asserted by any third party that is inconsistent with the releases granted in Article 4, to the extent that such claim arises from or is attributable to the acts, omissions, or agreements of the Indemnifying Party or any Person acting on its behalf.

Section 12.2 — Indemnification Procedures

An Indemnified Party seeking indemnification under this Article 12 shall provide prompt written notice to the Indemnifying Party of any claim, demand, action, or proceeding for which indemnification is sought, describing in reasonable detail the nature of the claim and the amount or estimated amount of the loss (to the extent known). The failure to provide timely notice shall not relieve the Indemnifying Party of its indemnification obligations under this Article 12 except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have the right to a

SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE
Second Draft — Revised November 15, 2024
Draft — Subject to Final Review and Execution by All Parties
Prepared by Calderwood & Harkness LLP, One Liberty Plaza, 50th Floor, New York, NY 10006. C&H Matter No.: 1044-00006. This Second Draft incorporates agreed changes from Northwind's November 12, 2024 redline and Calderwood & Harkness's counter-proposals, and is transmitted under cover of letter dated November 15, 2024 from Douglas Carmichael to Margaret Delacroix at Hargrove, Delacroix & Stern LLP.
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SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE
This Settlement Agreement and Mutual General Release (this "Agreement") is made and entered into as of November \\\_, 2024 (the "Effective Date"), by and among:
THALASSA SHIPPING & LOGISTICS SA, a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its headquarters at 42 Akti Miaouli, Piraeus 185 38, Greece (hereinafter referred to as "TSL" or "Thalassa");
AEGEAN FORTUNA SHIPHOLDING LTD., a limited liability company incorporated under the laws of the Republic of Liberia, with a registered address at 80 Broad Street, Monrovia, Liberia, and a wholly owned subsidiary of TSL (hereinafter referred to as "Aegean Fortuna Shipholding");
TSL and Aegean Fortuna Shipholding are collectively referred to herein as the "Thalassa Parties";
and
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 (hereinafter referred to as "Northwind").
The Thalassa Parties and Northwind are collectively referred to herein as the "Parties" and individually as a "Party."
RECITALS
WHEREAS:
A. The Charter-Party. On December 3, 2020, Aegean Fortuna Shipholding (as Owner) and Northwind (as Charterer) executed a time charter-party on an amended NYPE 2015 form, bearing Charter-Party Reference No. NW-TSL-CP-2020-1203, for the vessel M/V Aegean Fortuna (IMO No. 9847231), a Supramax dry bulk carrier of approximately 58,200 deadweight tons (DWT), flagged in the Republic of Liberia and classified by Global Maritime Classification Bureau (the "Charter-Party"). The Charter-Party provided for a charter period of thirty-six (36) months, commencing on January 15, 2021 and terminating on January 14, 2024, at a daily hire rate of fourteen thousand seven hundred fifty dollars ($14,750) per day, representing a total charter value of approximately sixteen million one hundred sixty-six thousand dollars ($16,166,000) over the full charter period.
B. The Dispute. Disputes have arisen between the Parties in connection with the Charter-Party and the performance of obligations thereunder. Northwind alleges that the Thalassa Parties breached the Charter-Party by, among other things, failing to maintain the M/V Aegean Fortuna in a seaworthy condition and by deviating from agreed trade routes, resulting in claimed damages totaling approximately eighteen million three hundred thousand dollars ($18,300,000). Specifically, Northwind alleges that three separate mechanical incidents caused the Vessel to be placed off-hire for a total of sixty-eight (68) days during 2022: (i) a turbocharger failure occurring from approximately March 12 through April 2, 2022 (twenty-two (22) days off-hire); (ii) a ballast water treatment system and boiler failure occurring from approximately July 8 through July 29, 2022 (twenty-one (21) days off-hire); and (iii) a cylinder liner failure occurring from approximately November 15 through December 10, 2022 (twenty-five (25) days off-hire). Northwind further alleges that the Vessel made an unauthorized route deviation to Maputo, Mozambique in September 2022, which caused Northwind to miss a laycan window at Qingdao, China for the period of October 1–5, 2022.
Northwind's claimed damages are asserted in the following categories: (i) off-hire deductions in the amount of one million three thousand dollars ($1,003,000); (ii) liquidated damages under Clause 28 of the Charter-Party in the amount of four million five hundred thousand dollars ($4,500,000); (iii) substitute charter costs in the amount of four hundred seventy-one thousand six hundred dollars ($471,600); (iv) cargo damage in the amount of three million four hundred twenty thousand dollars ($3,420,000); (v) demurrage and dead freight in the amount of one million two hundred thirty thousand dollars ($1,230,000); (vi) additional port and bunker costs in the amount of eight hundred seventy-five thousand four hundred dollars ($875,400); (vii) lost sub-charter profit in the amount of one hundred sixty-six thousand six hundred dollars ($166,600); (viii) third-party shipper claims in the amount of five million six hundred thirty-four thousand four hundred dollars ($5,634,400); and (ix) legal fees and costs in the amount of nine hundred ninety-nine thousand dollars ($999,000).
The Thalassa Parties deny all of Northwind's allegations and dispute the validity, nature, and amount of the claimed damages in their entirety.
C. The Litigation. On October 2, 2023, Northwind filed a complaint 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, assigned to the Honorable Lorraine K. Chen, J.S.C., Part 49 (the "Action"). On November 17, 2023, the Thalassa Parties filed a Verified Answer and Counterclaim, which included affirmative defenses and a counterclaim against Northwind for one million six hundred twenty thousand dollars ($1,620,000) in allegedly unpaid hire for the period of October 1 through December 31, 2022 (one hundred ten (110) days at fourteen thousand seven hundred fifty dollars ($14,750) per day, rounded). The Thalassa Parties thereafter moved to dismiss Counts III and V of Northwind's complaint. By decision and order dated March 8, 2024, the Court granted the motion in part, dismissing Count V with prejudice and narrowing the scope of Count III. Discovery was conducted from January 2024 through August 2024, and included depositions of party witnesses and exchange of expert reports. On September 20, 2024, the Thalassa Parties filed a Motion for Partial Summary Judgment on the interpretation of the liquidated damages cap provision in Clause 28 of the Charter-Party and on the deviation claim, which motion remains pending before the Court as of the date hereof.
D. The Mediation. Pursuant to the Court's order, the Parties participated in mediation on October 28–29, 2024, before the Honorable Gerald K. Fitzpatrick (Ret.) at Bayside Dispute Resolution Services LLC, located at 140 Broadway, Suite 3200, New York, NY 10005. On October 29, 2024, the Parties reached a settlement in principle, which was memorialized in a one-page mediator's term sheet signed by counsel for both Parties (the "Mediator's Term Sheet").
E. Purpose and Intent. The Parties now desire to fully, finally, and forever resolve all disputes, claims, counterclaims, cross-claims, and causes of action between or among them arising out of, relating to, or in any way connected with the Charter-Party, the M/V Aegean Fortuna, and the Action, on the terms and conditions set forth herein. This Agreement represents a compromise of disputed claims and is not, and shall not be construed as, an admission of liability, fault, or wrongdoing by any Party.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, warranties, and releases contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1.1 shall have the meanings ascribed to them elsewhere in this Agreement.
"Action" means the litigation captioned Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, pending in the Supreme Court of the State of New York, New York County, Commercial Division, before the Honorable Lorraine K. Chen, J.S.C., Part 49.
"Agreement" or "Settlement Agreement" means this Settlement Agreement and Mutual General Release, including all exhibits and schedules hereto, as the same may be amended, supplemented, or modified from time to time in accordance with Section 13.4.
"Charter-Party" means the time charter-party dated December 3, 2020, bearing Reference No. NW-TSL-CP-2020-1203, entered into between Aegean Fortuna Shipholding (as Owner) and Northwind (as Charterer) on an amended NYPE 2015 form, as amended, supplemented, or otherwise modified prior to the date hereof.
"Confidential Information" has the meaning ascribed to such term in Section 6.1 of this Agreement.
"Consent Judgment" has the meaning ascribed to such term in Section 7.3 of this Agreement, and shall be in substantially the form attached hereto as Exhibit B.
"Effective Date" means the date on which this Agreement is fully executed by all Parties, as indicated on the signature pages hereto.
"Escrow Account" means Account No. ESC-2024-NYK-08831 maintained at Atlantic Fiduciary Trust Company, 60 Wall Street, Suite 2800, New York, NY 10005.
"Escrow Agent" means Atlantic Fiduciary Trust Company, acting in its capacity as escrow agent pursuant to the Escrow Agreement.
"Escrow Agreement" means the escrow agreement among the Parties and the Escrow Agent entered into contemporaneously herewith, substantially in the form attached hereto as Exhibit C.
"Final Payment Date" means the date on which the third and final Settlement Payment is deposited into the Escrow Account in accordance with Section 2.1(c) of this Agreement.
"Grace Period" has the meaning ascribed to such term in Section 2.4 of this Agreement.
"Mediator's Term Sheet" means the one-page term sheet dated October 29, 2024, signed by counsel for the Parties at the conclusion of the mediation conducted before the Honorable Gerald K. Fitzpatrick (Ret.) at Bayside Dispute Resolution Services LLC.
"Northwind Released Claims" has the meaning ascribed to such term in Section 4.1 of this Agreement.
"Northwind Released Parties" has the meaning ascribed to such term in Section 4.4 of this Agreement.
"Parties" means the Thalassa Parties and Northwind, collectively, and "Party" means any one of them individually.
"Person" means any individual, corporation, company, partnership, limited liability company, joint venture, trust, estate, association, governmental authority, or other entity of any kind.
"Released Claims" means, collectively, the Northwind Released Claims and the Thalassa Released Claims.
"Settlement Amount" means the sum of seven million eight hundred fifty thousand dollars ($7,850,000), payable by the Thalassa Parties to Northwind in accordance with Article 2 of this Agreement.
"Settlement Payments" means the three installment payments described in Section 2.1 of this Agreement.
"Stipulation of discontinuance" has the meaning ascribed to such term in Section 5.2 of this Agreement, and shall be in substantially the form attached hereto as Exhibit A.
"Thalassa Parties" means TSL and Aegean Fortuna Shipholding, collectively.
"Thalassa Released Claims" has the meaning ascribed to such term in Section 4.3 of this Agreement.
"Thalassa Released Parties" has the meaning ascribed to such term in Section 4.2 of this Agreement.
"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.
Section 1.2 — Rules of Construction
Unless the context of this Agreement otherwise requires: (a) references to "Articles," "Sections," "Exhibits," and "Schedules" are to Articles, Sections, Exhibits, and Schedules of and to this Agreement; (b) the headings and captions of the Articles, Sections, and Exhibits are inserted for convenience of reference only and shall not affect the interpretation or construction of this Agreement; (c) the word "including" and words of similar import, when used in this Agreement, shall mean "including, without limitation," unless the context clearly indicates otherwise; (d) words in the singular form shall be construed to include the plural and vice versa, and words in one gender shall be construed to include all genders, as the context requires; (e) references to any agreement, document, or instrument shall mean such agreement, document, or instrument as amended, supplemented, or otherwise modified from time to time; (f) references to any statute or regulation shall mean such statute or regulation as amended, modified, or supplemented from time to time, and any successor thereto; (g) the Recitals set forth above are incorporated into and made a part of this Agreement; and (h) this Agreement shall not be construed more strictly against any Party by reason of the fact that such Party or its counsel may have drafted or participated in the drafting of this Agreement.
ARTICLE 2 — SETTLEMENT PAYMENTS
Section 2.1 — Payment Amounts and Schedule
In full and final settlement of all Released Claims and in consideration of the mutual covenants, agreements, and releases set forth herein, the Thalassa Parties shall pay to Northwind the total Settlement Amount of seven million eight hundred fifty thousand dollars ($7,850,000) in three (3) installment payments as follows:
(a) First Settlement Payment. The sum of four million dollars ($4,000,000), which shall be deposited into the Escrow Account within thirty (30) calendar days following the Effective Date;
(b) Second Settlement Payment. The sum of two million dollars ($2,000,000), which shall be deposited into the Escrow Account within ninety (90) calendar days following the Effective Date; and
(c) Third Settlement Payment. The sum of one million eight hundred fifty thousand dollars ($1,850,000), which shall be deposited into the Escrow Account within one hundred fifty (150) calendar days following the Effective Date.
For the avoidance of doubt, the aggregate of the three Settlement Payments equals the total Settlement Amount: $4,000,000 + $2,000,000 + $1,850,000 = $7,850,000. The obligation to make each Settlement Payment is a joint and several obligation of TSL and Aegean Fortuna Shipholding. Time is of the essence with respect to the payment obligations set forth in this Section 2.1.
Section 2.2 — Escrow Deposit and Release Mechanics
All Settlement Payments shall be deposited by wire transfer of immediately available funds in United States dollars into the Escrow Account (Account No. ESC-2024-NYK-08831) maintained at Atlantic Fiduciary Trust Company, 60 Wall Street, Suite 2800, New York, NY 10005 (Contact: Martin Schreiber, Vice President, Escrow Services). The wire transfer instructions for deposits into the Escrow Account shall be as set forth in the Escrow Agreement.
Release of funds from the Escrow Account to Northwind shall be made upon joint written instruction of the Parties (or their respective counsel of record) in accordance with the terms and conditions of the Escrow Agreement. Upon the deposit of each Settlement Payment into the Escrow Account, the Thalassa Parties shall promptly notify counsel for Northwind (Hargrove, Delacroix & Stern LLP, Attention: Margaret Delacroix, 600 Lexington Avenue, 28th Floor, New York, NY 10022) in writing of such deposit, including the date and amount deposited. Promptly following receipt of such notification, and in any event within three (3) business days thereafter, the Parties (or their respective counsel) shall deliver joint written release instructions to the Escrow Agent directing the release of the deposited funds to Northwind in accordance with the wire transfer instructions provided by Northwind pursuant to Section 2.6. All fees and expenses of the Escrow Agent shall be borne equally by the Parties, unless otherwise provided in the Escrow Agreement.
Section 2.3 — Funding Sources
The Thalassa Parties' obligation to deposit the full Settlement Amount into the Escrow Account in accordance with Section 2.1 is unconditional and shall not be contingent upon or subject to the receipt of funds from any particular source, including any insurer, protection and indemnity club, or third party. The failure or refusal of any insurer or other third party to contribute funds toward the Settlement Amount shall not relieve the Thalassa Parties of their payment obligations under this Agreement.
Section 2.4 — Late Payment; Interest
If any Settlement Payment is not deposited into the Escrow Account by the applicable due date specified in Section 2.1, the Thalassa Parties shall have a grace period of five (5) business days following such due date (the "Grace Period") before an Event of Default is deemed to have occurred under Section 7.1(a). Notwithstanding the foregoing, the Grace Period does not excuse or extend the Thalassa Parties' obligation to make timely payment on or before the due date. If any Settlement Payment is not deposited into the Escrow Account on or before the applicable due date, interest shall accrue on the unpaid amount at the rate of nine percent (9%) per annum (the statutory rate applicable under Section 5004 of the New York Civil Practice Law and Rules) from the original due date until the date on which such payment is deposited into the Escrow Account. Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed.
Section 2.5 — Tax Treatment
Each Party shall be solely responsible for its own tax obligations arising from or relating to the receipt, payment, or other treatment of the Settlement Amount, and neither Party makes any representation or warranty to any other Party regarding the tax consequences of this Agreement or the Settlement Amount. The Thalassa Parties shall not be required to withhold any amounts from the Settlement Payments unless withholding is required by applicable law, in which case the Thalassa Parties shall promptly notify Northwind's counsel of the basis for and amount of any such withholding. Northwind shall provide to the Thalassa Parties and to the Escrow Agent any required tax forms, including IRS Form W-9 or IRS Form W-8BEN-E, as applicable, no later than five (5) business days prior to the due date for the first Settlement Payment. The failure by Northwind to provide such forms in a timely manner shall not excuse the Thalassa Parties from their obligation to make the Settlement Payments on their respective due dates; provided, however, that the Thalassa Parties shall be entitled to withhold from any Settlement Payment any amounts required to be withheld under applicable law in the absence of such forms.
Section 2.6 — Wire Transfer Instructions
Northwind shall provide wire transfer instructions for the ultimate receipt of released funds to the Escrow Agent and to counsel for the Thalassa Parties (Calderwood & Harkness LLP, Attention: Douglas Carmichael) no later than five (5) business days after the Effective Date. The Thalassa Parties shall wire all Settlement Payments to the Escrow Account in accordance with the wire transfer instructions set forth in the Escrow Agreement. Any changes to Northwind's wire transfer instructions for receipt of released funds shall be communicated in writing to the Escrow Agent and to counsel for the Thalassa Parties at least three (3) business days prior to any scheduled release of funds.
ARTICLE 3 — COUNTERCLAIM WAIVER
Section 3.1 — Waiver of Counterclaim
As part of the global settlement reflected in this Agreement and as additional consideration flowing from the Thalassa Parties to Northwind, the Thalassa Parties hereby irrevocably and unconditionally waive, relinquish, and release their counterclaim for one million six hundred twenty thousand dollars ($1,620,000) in unpaid hire for the period of October 1 through December 31, 2022, as asserted in the Verified Answer and Counterclaim filed on November 17, 2023 in the Action. The Parties acknowledge and agree that the Settlement Amount was negotiated in the context of a comprehensive resolution of all claims and counterclaims between the Parties, including the Thalassa Parties' counterclaim, and that the waiver of the counterclaim set forth in this Section 3.1 constitutes material additional consideration flowing from the Thalassa Parties to Northwind in connection with this Agreement. The Thalassa Parties shall not seek to reinstate, reassert, or otherwise pursue the counterclaim or any claim for unpaid hire relating to the Charter-Party or the Vessel under any circumstances.
Section 3.2 — No Separate Payment on Counterclaim
Northwind shall have no obligation to make any payment to the Thalassa Parties on account of the counterclaim, any claim for withheld hire, or any other claim or demand that has been or could have been asserted by the Thalassa Parties in connection with the Charter-Party or the Vessel. The Thalassa Parties acknowledge that they are receiving no separate monetary recovery in connection with the counterclaim and that the settlement consideration flowing to the Thalassa Parties consists solely of the releases, covenants, and other agreements of Northwind set forth in this Agreement.
ARTICLE 4 — MUTUAL GENERAL RELEASE
Section 4.1 — Release by Northwind (Northwind Released Claims)
Northwind, for itself and for each of its successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees, agents, representatives, attorneys, insurers, and all Persons acting by, through, under, or on behalf of Northwind, hereby fully, finally, and irrevocably releases, acquits, and forever discharges the Thalassa Released Parties from any and all claims, demands, rights, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, and liabilities of every kind, nature, and description whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, accrued or unaccrued, contingent or non-contingent, liquidated or unliquidated, at law or in equity, in contract, tort, or otherwise, that Northwind ever had, now has, or hereafter may have against the Thalassa Released Parties, or any of them, arising out of, relating to, or in any way connected with:
(a) the Charter-Party (Reference No. NW-TSL-CP-2020-1203);
(b) the Vessel (M/V Aegean Fortuna, IMO No. 9847231), including the ownership, operation, management, maintenance, repair, seaworthiness, manning, navigation, trade, employment, or any other aspect of the Vessel during the charter period or otherwise;
(c) the Action (Index No. 655421/2023), including all claims, counterclaims, and defenses asserted or that could have been asserted therein;
(d) any and all incidents, events, acts, omissions, breaches, defaults, damages, losses, or injuries alleged in, arising out of, or related to any of the foregoing, including the three alleged mechanical incidents, the alleged route deviation, and all categories of damages claimed by Northwind in the Action; and
(e) any and all negotiations, discussions, communications, or transactions between or among any of the Parties or any of the Released Parties relating to any of the foregoing.
(collectively, the "Northwind Released Claims").
Notwithstanding the foregoing, the Northwind Released Claims shall not include (i) any claims arising under separate commercial agreements between the Parties that are unrelated to the Charter-Party and the Vessel, or (ii) any rights or claims arising under or in connection with this Agreement or the Escrow Agreement.
Section 4.2 — Thalassa Released Parties
For purposes of this Agreement, "Thalassa Released Parties" means TSL, Aegean Fortuna Shipholding Ltd., and each of their respective past, present, and future parents, subsidiaries, affiliates, divisions, successors, assigns, officers, directors, shareholders, members, partners, employees, servants, agents, representatives, attorneys, accountants, auditors (including Lysander & Associates), insurers (including Oceanus Mutual Protection & Indemnity Club and Fortis Marine Underwriters Ltd.), lenders, classification societies (including Global Maritime Classification Bureau), and all Persons acting by, through, under, or in concert with any of them. For the avoidance of doubt, the Thalassa Released Parties shall include the Master (Captain Nikolaos Giannopoulos), the Chief Engineer (Petros Vlahos), and all officers and crew members of the M/V Aegean Fortuna at any time during the charter period.
Section 4.3 — Release by the Thalassa Parties (Thalassa Released Claims)
The Thalassa Parties, for themselves and for each of their respective successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees, agents, representatives, attorneys, insurers, and all Persons acting by, through, under, or on behalf of the Thalassa Parties, hereby fully, finally, and irrevocably release, acquit, and forever discharge the Northwind Released Parties from any and all claims, demands, rights, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, and liabilities of every kind, nature, and description whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, accrued or unaccrued, contingent or non-contingent, liquidated or unliquidated, at law or in equity, in contract, tort, or otherwise, that the Thalassa Parties ever had, now have, or hereafter may have against the Northwind Released Parties, or any of them, arising out of, relating to, or in any way connected with:
(a) the Charter-Party (Reference No. NW-TSL-CP-2020-1203);
(b) the Vessel (M/V Aegean Fortuna, IMO No. 9847231), including the chartering, employment, trade, or any other aspect of the Vessel during the charter period or otherwise;
(c) the Action (Index No. 655421/2023), including all claims, counterclaims, and defenses asserted or that could have been asserted therein;
(d) the counterclaim for one million six hundred twenty thousand dollars ($1,620,000) in unpaid hire for the period of October 1 through December 31, 2022, as asserted in the Verified Answer and Counterclaim filed November 17, 2023;
(e) any and all incidents, events, acts, omissions, breaches, defaults, damages, losses, or injuries alleged in, arising out of, or related to any of the foregoing; and
(f) any and all negotiations, discussions, communications, or transactions between or among any of the Parties or any of the Released Parties relating to any of the foregoing.
(collectively, the "Thalassa Released Claims").
Notwithstanding the foregoing, the Thalassa Released Claims shall not include (i) any claims arising under separate commercial agreements between the Parties that are unrelated to the Charter-Party and the Vessel, or (ii) any rights or claims arising under or in connection with this Agreement or the Escrow Agreement.
Section 4.4 — Northwind Released Parties
For purposes of this Agreement, "Northwind Released Parties" means Northwind and each of its respective past, present, and future parents, subsidiaries, affiliates, divisions, successors, assigns, officers, directors, shareholders, members, partners, employees, servants, agents, representatives, attorneys, accountants, insurers, and all Persons acting by, through, under, or in concert with any of them. For the avoidance of doubt, the Northwind Released Parties shall include Eastbourne Bulk Carriers Ltd. (as Northwind's sub-charterer), but solely to the extent of claims arising out of, relating to, or in any way connected with the Charter-Party and the Vessel.
Section 4.5 — Unknown Claims Waiver
Each Party expressly acknowledges and agrees that the releases set forth in this Article 4 are intended to be and are general releases of all Released Claims, including claims that are presently unknown, unanticipated, or unsuspected. Each Party hereby expressly waives and relinquishes, to the fullest extent permitted by law, any rights or benefits it may have under any statute, regulation, or common law principle of any jurisdiction that would otherwise limit the release of claims to those that are known or suspected to exist at the time of executing the release. Without limiting the generality of the foregoing, each Party expressly waives any rights under Section 1542 of the California Civil Code, or any analogous statute, regulation, or rule of law in any other jurisdiction, which 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 may discover facts different from or in addition to those that it now knows or believes to be true with respect to the subject matter of the Released Claims, and agrees that this release shall remain effective in all respects regardless of any such different or additional facts. Each Party assumes the risk of any mistake of fact in connection with the true facts involved or with regard to any of the matters that are the subject of this release.
Section 4.6 — Covenant Not to Sue
Each Party hereby covenants and agrees that it will not, directly or indirectly, commence, prosecute, maintain, participate in, or encourage or assist any other Person in commencing, prosecuting, or maintaining any action, suit, claim, arbitration, or proceeding of any kind against any Released Party with respect to any Released Claim before any court, tribunal, arbitral body, administrative agency, or other forum. If any Party breaches this covenant not to sue, such breaching Party shall indemnify and hold harmless the other Party and all applicable Released Parties from and against any and all claims, losses, liabilities, costs, damages, and expenses (including reasonable attorneys' fees and disbursements) incurred by such other Party or Released Parties as a result of such breach. In the event that any Released Party is named as a defendant, respondent, or party in any action, suit, or proceeding arising out of or relating to any Released Claim in violation of this covenant, the breaching Party shall, upon written demand, promptly cause such action, suit, or proceeding to be dismissed with prejudice.
Section 4.7 — Preservation of Rights Under This Agreement and Escrow Agreement
Notwithstanding any provision of this Article 4 to the contrary, nothing herein shall release, discharge, or otherwise affect any Party's rights, obligations, or remedies under this Agreement, the Escrow Agreement, or any exhibit or ancillary document executed in connection herewith. The releases set forth in Sections 4.1 and 4.3 shall not be construed to release any Party from the performance of its obligations under this Agreement, including the obligation to make the Settlement Payments, the confidentiality obligations set forth in Article 6, and the indemnification obligations set forth in Article 12.
ARTICLE 5 — LITIGATION DISPOSITION
Section 5.1 — Withdrawal of Pending Motions
Within five (5) business days following the Effective Date, the Parties shall execute and file in the Action agreed stipulations withdrawing with prejudice all pending motions, including the Thalassa Parties' Motion for Partial Summary Judgment filed on September 20, 2024 and any other pending applications, cross-motions, or requests for relief. Each Party shall cooperate fully with the other Party in connection with the preparation, execution, and filing of such stipulations.
Section 5.2 — Stipulation of discontinuance
Within ten (10) business days following the Final Payment Date (i.e., the date on which the third and final Settlement Payment is deposited into the Escrow Account in accordance with Section 2.1(c)), the Parties shall execute and file a Stipulation of discontinuance with Prejudice (the "Stipulation of discontinuance") discontinuing the Action in its entirety, including all claims, counterclaims, cross-claims, and defenses, with each Party bearing its own costs and attorneys' fees. The Stipulation of discontinuance shall be in substantially the form attached hereto as Exhibit A. Each Party's obligation to execute and file the Stipulation of discontinuance is conditioned upon the deposit of all three Settlement Payments into the Escrow Account and the release of such funds to Northwind in accordance with the Escrow Agreement.
Section 5.3 — Retention of Jurisdiction
Contemporaneously with the filing of the stipulations withdrawing pending motions pursuant to Section 5.1, the Parties shall submit to the Court for so-ordering a Stipulation and Order providing that the Supreme Court of the State of New York, New York County, shall retain jurisdiction for a period of one hundred eighty (180) days following the Effective Date for the purpose of enforcing the terms of this Agreement, including the entry of a Consent Judgment upon default as provided in Section 7.3 of this Agreement. The Stipulation and Order Retaining Jurisdiction shall be in substantially the form attached hereto as Exhibit D.
Section 5.4 — Notification to Court
Within five (5) business days following the Effective Date, counsel for the Parties shall jointly notify the Honorable Lorraine K. Chen, J.S.C., of the settlement reached between the Parties and shall request that the conference presently scheduled for December 6, 2024, and any other scheduled appearances or deadlines in the Action, be adjourned and removed from the Court's calendar. Such notification shall be made in the form customarily used in the Commercial Division and shall reference the Parties' intent to file the stipulations described in Sections 5.1 and 5.3.
ARTICLE 6 — CONFIDENTIALITY
Section 6.1 — Confidential Information Defined
For purposes of this Agreement, "Confidential Information" means: (a) the existence of this Agreement and the fact of settlement; (b) the terms, conditions, and provisions of this Agreement, including the Settlement Amount, the payment schedule, and any other financial or substantive terms set forth herein; (c) the Mediator's Term Sheet and the terms thereof; (d) all negotiations, discussions, proposals, counter-proposals, correspondence, memoranda, and communications between or among the Parties, their counsel, or the mediator relating to the settlement of the Action, whether occurring before, during, or after the mediation; (e) all mediation submissions, position statements, briefs, and other materials prepared for or submitted in connection with the mediation; and (f) any information regarding the funding sources or insurance arrangements of any Party in connection with the settlement. Notwithstanding the foregoing, Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of, or breach of this Agreement by, the Party seeking to make disclosure; (ii) was already in the possession of the receiving Party prior to disclosure in connection with the settlement, as demonstrated by written records; or (iii) is independently developed by the receiving Party without reference to or use of the Confidential Information.
Section 6.2 — Non-Disclosure Obligations
Each Party agrees to hold all Confidential Information in strict confidence and shall not, directly or indirectly, disclose, publish, disseminate, or otherwise make available any Confidential Information to any Person, except as expressly permitted under Section 6.3. Each Party shall take reasonable measures to ensure that its officers, directors, employees, agents, and representatives who receive Confidential Information are informed of the confidential nature thereof and of the obligations set forth in this Article 6, and such officers, directors, employees, agents, and representatives shall be bound by these confidentiality obligations. Each Party shall be responsible for any breach of this Article 6 by its officers, directors, employees, agents, and representatives.
Section 6.3 — Permitted Disclosures
Notwithstanding Section 6.2, disclosure of Confidential Information shall be permitted in the following circumstances:
(a) Legal Counsel. Each Party may disclose Confidential Information to its legal counsel, including Calderwood & Harkness LLP (for the Thalassa Parties), Hargrove, Delacroix & Stern LLP (for Northwind), Konstantinou & Rizos Law Offices (for TSL), and Pacific Maritime Legal Associates (for Northwind), in each case to the extent reasonably necessary for such counsel to advise the Party in connection with this Agreement, the Action, or any related matters.
(b) Insurers. Each Party may disclose Confidential Information to its insurers, including Oceanus Mutual Protection & Indemnity Club, Fortis Marine Underwriters Ltd., and Castellan Professional Liability Insurers Ltd. (for the Thalassa Parties), and Northwind's applicable insurers, to the extent reasonably necessary for purposes of insurance coverage, claims handling, regulatory compliance, or reporting.
(c) Lenders. Each Party may disclose Confidential Information to its lenders, including Meridian Capital Bank AG (for TSL), to the extent required under applicable credit agreements, financing documents, or related contractual obligations. Without limiting the generality of the foregoing, TSL is required to disclose the existence and material terms of this settlement to Meridian Capital Bank AG pursuant to Section 8.14 of the Credit Agreement dated April 1, 2019, and such disclosure is expressly permitted hereunder.
(d) Auditors and Accountants. Each Party may disclose Confidential Information to its auditors and accountants, including Lysander & Associates (for the Thalassa Parties), in connection with financial reporting, audit, and accounting matters.
(e) Legal Compulsion. Each Party may disclose Confidential Information as required by applicable law, regulation, regulatory authority, court order, or subpoena; provided, however, that the Party intending to make such disclosure shall, to the extent legally permissible, provide prompt written notice to the other Party before making such disclosure, which notice shall include a description of the information to be disclosed and the basis for the required disclosure, so as to afford the other Party a reasonable opportunity to seek a protective order or other appropriate remedy.
(f) Officers, Directors, and Senior Management. Each Party may disclose Confidential Information to its officers, directors, and senior management on a need-to-know basis, provided that such persons are informed of and agree to be bound by the confidentiality obligations set forth in this Article 6.
(g) Tax Advisors and Financial Consultants. Each Party may disclose Confidential Information to tax advisors and financial consultants retained by such Party in connection with the settlement and the matters addressed by this Agreement, provided that such advisors and consultants are informed of and agree to be bound by the confidentiality obligations set forth in this Article 6.
(h) Enforcement. Each Party may disclose Confidential Information in connection with any action, suit, or proceeding to enforce this Agreement or any provision hereof.
Section 6.4 — Public Statements
Neither Party shall issue any press release or make any public statement regarding the settlement, the terms of this Agreement, or the existence of this Agreement without the prior written consent of the other Party, which consent may be withheld in such Party's sole discretion. If either Party is required by applicable law, regulation, stock exchange rule, or governmental authority to make a public disclosure relating to the settlement or this Agreement, such Party shall provide the other Party with reasonable advance notice of the proposed disclosure (and in any event no less than five (5) business days' advance notice, to the extent practicable) and a reasonable opportunity to review and comment on the text of the proposed disclosure before it is made. The disclosing Party shall give due consideration to the other Party's comments and shall use commercially reasonable efforts to limit the scope of the disclosure to the minimum required by law.
Section 6.5 — Remedies for Breach of Confidentiality
The Parties acknowledge and agree that a breach or threatened breach of this Article 6 may cause irreparable harm to the non-breaching Party for which monetary damages alone would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, or other equitable remedies to enforce the provisions of this Article 6, without the necessity of proving actual damages or posting any bond or other security (or, if a bond or security is required, in the minimum amount permitted by applicable law). The exercise of any remedy under this Section 6.5 shall not be deemed an election of remedies and shall not preclude the non-breaching Party from pursuing any other remedy to which it may be entitled.
ARTICLE 7 — DEFAULT AND CONSENT JUDGMENT
Section 7.1 — Events of Default
An "Event of Default" shall be deemed to have occurred if:
(a) the Thalassa Parties fail to deposit any Settlement Payment into the Escrow Account within five (5) business days following its due date as specified in Section 2.1 (i.e., after the expiration of the Grace Period specified in Section 2.4); or
(b) any Party materially breaches any representation, warranty, or covenant contained in this Agreement and fails to cure such breach within fifteen (15) business days after receiving written notice of such breach from the non-breaching Party in accordance with Section 7.2.
Section 7.2 — Notice of Default
The non-defaulting Party shall provide written notice to the defaulting Party specifying the Event of Default in reasonable detail. In the case of a payment default under Section 7.1(a), such notice shall specify the amount of the Settlement Payment that remains unpaid and the due date on which such payment was required to have been made. Notice of default shall be delivered to both the defaulting Party and its counsel in accordance with Section 13.5 of this Agreement. For Events of Default under Section 7.1(b), the defaulting Party shall have fifteen (15) business days following receipt of such notice to cure the breach to the reasonable satisfaction of the non-defaulting Party.
Section 7.3 — Consent Judgment
In the event that the Thalassa Parties default on any Settlement Payment and such default constitutes an Event of Default under Section 7.1(a) (i.e., the payment has not been deposited into the Escrow Account within the Grace Period), Northwind shall be entitled, without further notice or motion, to present for entry a consent judgment against the Thalassa Parties, jointly and severally, in the Supreme Court of the State of New York, New York County (the "Consent Judgment"). The Consent Judgment shall be in the amount of the unpaid balance of the Settlement Amount, reduced by any Settlement Payments previously deposited into the Escrow Account and released to Northwind (i.e., credit shall be given for payments already made), together with interest on the unpaid balance at the rate of nine percent (9%) per annum (the statutory rate under Section 5004 of the New York Civil Practice Law and Rules) accruing from the date of the Event of Default until the date of payment.
The form of Consent Judgment shall be substantially in the form attached hereto as Exhibit B and shall be executed by the Thalassa Parties simultaneously with the execution of this Agreement. The executed Consent Judgment shall be held in escrow by Northwind's counsel, Hargrove, Delacroix & Stern LLP, and shall be filed with the Court only upon the occurrence of an Event of Default under Section 7.1(a).
In addition to the Consent Judgment amount, Northwind shall be entitled to recover reasonable attorneys' fees and costs incurred in connection with the enforcement of this Agreement, including the presentation of the Consent Judgment to the Court; provided, however, that such fees and costs shall be sought by separate fee application to the Court and shall not be included in the face amount of the Consent Judgment itself.
Section 7.4 — Acceleration
Upon the occurrence of an Event of Default under Section 7.1(a), all remaining unpaid Settlement Payments shall become immediately due and payable in full, without further notice or demand, and Northwind shall be entitled to seek entry of the Consent Judgment for the full unpaid balance of the Settlement Amount (less credit for payments previously deposited and released), together with accrued interest as provided in Section 7.3. The acceleration of payment obligations under this Section 7.4 shall be in addition to, and not in limitation of, any other rights or remedies available to Northwind under this Agreement, at law, or in equity.
ARTICLE 8 — REPRESENTATIONS AND WARRANTIES
Section 8.1 — Mutual Representations and Warranties
Each Party hereby represents and warrants to the other Parties as of the Effective Date as follows:
(a) Organization and Good Standing. Such Party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization (in the case of TSL, the Hellenic Republic; in the case of Aegean Fortuna Shipholding, the Republic of Liberia; and in the case of Northwind, the Republic of the marshall Islands), and has all requisite power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
(b) Power and Authority. Such Party has the full corporate or other organizational power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby.
(c) Authorization. The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate or other organizational action. In the case of TSL, this Agreement has been authorized by a resolution of the Board of Directors of TSL dated October 18, 2024, authorizing the settlement of the Action in an amount not to exceed eight million five hundred thousand dollars ($8,500,000), prepared with input from Konstantinou & Rizos Law Offices (a copy of such resolution is attached hereto as Exhibit E). In the case of Northwind, this Agreement has been authorized pursuant to applicable marshall Islands corporate formalities, with advice from Pacific Maritime Legal Associates.
(d) Binding Obligation. This Agreement constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, or similar laws of general applicability relating to or affecting creditors' rights and by general equitable principles.
(e) No Conflict. The execution, delivery, and performance of this Agreement by such Party does not and will not (i) violate any applicable law, statute, regulation, rule, order, judgment, decree, or injunction of any governmental authority; (ii) conflict with, result in a breach of, or constitute a default under the organizational documents of such Party or any agreement, contract, lease, license, or other instrument to which such Party is a party or by which any of its assets are bound; or (iii) require any consent, approval, authorization, or permit of, or filing with or notification to, any governmental authority or other Person, except as has been obtained or made.
Section 8.2 — No Assignment of Claims
Each Party represents and warrants that it has not assigned, transferred, conveyed, pledged, encumbered, or otherwise disposed of, in whole or in part, any claim, demand, cause of action, right, or interest that is the subject of the Released Claims, and that no other Person has any interest in any of the Released Claims by reason of any assignment, transfer, conveyance, pledge, or encumbrance.
Section 8.3 — No Bankruptcy
Each Party represents and warrants that, as of the Effective Date, no petition in bankruptcy, petition for reorganization, or proceeding under any chapter of the United States Bankruptcy Code (Title 11 of the United States Code), or any analogous proceeding under applicable foreign law, has been filed by or against such Party, and no receivership, insolvency, or similar proceeding is pending with respect to such Party. Each Party further represents and warrants that, to its knowledge after reasonable inquiry, no such proceeding is contemplated or threatened as of the Effective Date.
Section 8.4 — Authority of Signatories
Each individual executing this Agreement on behalf of a Party hereby represents and warrants that he or she has been duly authorized by all necessary corporate or organizational action to execute and deliver this Agreement on behalf of such Party, and that his or her signature is sufficient to bind such Party to the terms hereof. Without limiting the foregoing:
(a) For TSL, this Agreement shall be executed by Alexandros Stavridis, in his capacity as Chairman and Chief Executive Officer, and by Markos Theodorakis, in his capacity as General Counsel, each of whom represents that he is duly authorized to execute this Agreement on behalf of TSL.
(b) For Aegean Fortuna Shipholding, this Agreement shall be executed by an authorized signatory designated by TSL, as the sole shareholder of Aegean Fortuna Shipholding.
(c) For Northwind, this Agreement shall be executed by Viktor Lindgren, in his capacity as President and Managing Director, who represents that he is duly authorized to execute this Agreement on behalf of Northwind.
Section 8.5 — Voluntary Execution
Each Party represents and warrants that it has entered into this Agreement voluntarily, with full knowledge and understanding of its terms, provisions, and effects, and after consultation with legal counsel of its own choosing. Each Party further represents that it has had a full and fair opportunity to review and negotiate the terms of this Agreement and that no Party has been coerced, pressured, or unduly influenced by any other Party or any other Person in connection with the execution of this Agreement. Each Party acknowledges that, in entering into this Agreement, it has not relied upon any statement, representation, promise, or inducement of any other Party or any other Person, other than the express terms set forth herein.
ARTICLE 9 — NO ADMISSION OF LIABILITY
Section 9.1 — No Admission
This Agreement represents a compromise and settlement of disputed claims and counterclaims. Nothing contained in this Agreement, and no action taken by any Party in connection with this Agreement, shall be construed as, or deemed to be, an admission of liability, fault, wrongdoing, breach, or violation of law by any Party. Each Party expressly denies any liability, fault, or wrongdoing in connection with the Charter-Party, the Vessel, the Action, or any other matter that is the subject of the Released Claims. Neither this Agreement nor any of its terms or provisions shall be offered or received in evidence in any action, suit, or proceeding (whether civil, criminal, administrative, or otherwise) as an admission, concession, or evidence of the truth or falsity of any allegation, the validity or invalidity of any claim or defense, or the existence or nonexistence of any liability or wrongdoing on the part of any Party; provided, however, that this Agreement may be introduced in evidence in any proceeding to enforce the terms of this Agreement or to establish the existence or scope of the releases granted herein.
ARTICLE 10 — RETURN AND DESTRUCTION OF DISCOVERY MATERIALS
Section 10.1 — Obligation to Return or Destroy
Within sixty (60) calendar days following the Final Payment Date, each Party shall return to the producing Party or destroy all documents, materials, electronically stored information, and other items obtained from the other Party or its representatives during the course of discovery in the Action, including all copies, duplicates, summaries, extracts, compilations, analyses, and derivative materials. This obligation extends to documents and data in any format or medium, including paper documents, electronic files, digital images, and databases. To the extent that discovery materials, including electronically stored information and associated data, have been hosted, processed, or stored by third-party e-discovery vendors, including Lighthouse Data Analytics Inc. (200 Park Avenue South, 14th Floor, New York, NY 10003), each Party shall cause such vendors to permanently delete and purge all such materials from their systems, servers, backup media, and storage devices, and shall obtain written confirmation from such vendors that the deletion and purging has been completed.
Section 10.2 — Certification of Compliance
Within seventy-five (75) calendar days following the Final Payment Date, counsel for each Party shall provide to the other Party's counsel a written certification confirming compliance with Section 10.1, which certification shall confirm the return or destruction of all discovery materials, including confirmation that all e-discovery materials have been deleted and purged from third-party vendor systems. Such certifications shall be addressed as follows: (a) certifications from Calderwood & Harkness LLP (on behalf of the Thalassa Parties) to Hargrove, Delacroix & Stern LLP, Attention: Margaret Delacroix; and (b) certifications from Hargrove, Delacroix & Stern LLP (on behalf of Northwind) to Calderwood & Harkness LLP, Attention: Douglas Carmichael.
Section 10.3 — Exceptions
The obligations to return or destroy discovery materials set forth in Section 10.1 shall not apply to:
(a) documents, materials, or information that are a Party's own documents and were not obtained from the opposing Party or its representatives during the course of discovery;
(b) court filings, transcripts, and other materials that are part of the public record of the Action;
(c) documents, materials, or information that a Party is required to retain by applicable law, regulation, or regulatory authority, or by the professional ethical obligations or rules of conduct governing such Party's legal counsel; and
(d) archival copies of discovery materials retained solely by a Party's outside counsel in their confidential files for the purpose of confirming compliance with professional responsibilities, obligations under applicable rules of professional conduct, or malpractice defense; provided, however, that any such archival copies shall remain subject to the confidentiality obligations set forth in Article 6 of this Agreement and shall not be used for any purpose other than those specified in this Section 10.3(d).
ARTICLE 11 — LENDER AND INSURER NOTIFICATIONS
Section 11.1 — Meridian Capital Bank AG Notification
Within five (5) business days following the Effective Date, TSL shall notify Meridian Capital Bank AG (Attention: Lukas Brandt, Ballindamm 40, 20095 Hamburg, Germany) of the execution of this Agreement and the material terms of the settlement contemplated hereby, pursuant to Section 8.14 of the Credit Agreement dated April 1, 2019 between TSL (as borrower) and Meridian Capital Bank AG (as administrative agent and lead arranger) (the "Meridian Credit Agreement"). Section 8.14 of the Meridian Credit Agreement requires TSL to notify Meridian Capital Bank AG of any material litigation settlement in excess of five million dollars ($5,000,000). The Settlement Amount of seven million eight hundred fifty thousand dollars ($7,850,000) exceeds such threshold, and TSL acknowledges its obligation to provide timely notification in compliance with the Meridian Credit Agreement. The Parties acknowledge that the Meridian Credit Agreement secures a three hundred forty million dollar ($340,000,000) senior secured credit facility against vessel mortgages and other collateral. Northwind shall cooperate reasonably with TSL in connection with such notification, to the extent requested and subject to the confidentiality provisions of Article 6.
Section 11.2 — Insurance Notifications
TSL shall be solely responsible for providing all necessary notifications to its insurers in connection with this Agreement and the settlement contemplated hereby, including notifications to: (a) Oceanus Mutual Protection & Indemnity Club, in respect of Policy No. OCE-P&I-2020-TSL-0047; (b) Fortis Marine Underwriters Ltd., in respect of Policy No. FMU-HM-2020-4892; and (c) Castellan Professional Liability Insurers Ltd., in respect of any applicable professional liability or directors and officers coverage. TSL shall provide such notifications in accordance with the terms and timing requirements of the applicable insurance policies and club rules. Nothing in this Agreement shall impair, prejudice, limit, or waive any rights of TSL's insurers, including any rights of subrogation, contribution, or recovery that may exist under applicable policies or at law.
Section 11.3 — Cooperation with Insurer Requirements
Each Party agrees to cooperate reasonably with the other Party's insurers in connection with the settlement, including by providing information, documentation, or certifications reasonably necessary for insurance coverage, claims-handling, or regulatory compliance purposes. Any such cooperation shall be subject to the confidentiality provisions of Article 6 and shall not require any Party to waive any privilege or protection applicable to its communications with counsel. Each Party shall bear its own costs and expenses incurred in connection with such cooperation.
ARTICLE 12 — INDEMNIFICATION
Section 12.1 — Indemnification by Each Party
Each Party (in such capacity, the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its respective Released Parties (in such capacity, each an "Indemnified Party") from and against any and all claims, demands, actions, causes of action, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or relating to: (a) any breach by the Indemnifying Party of any representation, warranty, covenant, or agreement contained in this Agreement; or (b) any claim asserted by any third party that is inconsistent with the releases granted in Article 4, to the extent that such claim arises from or is attributable to the acts, omissions, or agreements of the Indemnifying Party or any Person acting on its behalf.
Section 12.2 — Indemnification Procedures
An Indemnified Party seeking indemnification under this Article 12 shall provide prompt written notice to the Indemnifying Party of any claim, demand, action, or proceeding for which indemnification is sought, describing in reasonable detail the nature of the claim and the amount or estimated amount of the loss (to the extent known). The failure to provide timely notice shall not relieve the Indemnifying Party of its indemnification obligations under this Article 12 except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have the right to a

SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

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