Contract analysis

I. Executive Summary The purpose of this memorandum is to report on the successful conclusion of the mediation in the above-referenced matter and to describe in detail the settlement in principle reached on October 29, 2024. This memorandum also identifies the immediate action items that require management's attention in order to finalize the settlement and achieve a prompt and orderly resolution of this litigation.

II. Background and Litigation Posture at Mediation A. Case Overview This case arises out of a 36-month time charter-party for the M/V Aegean Fortuna, a Supramax dry bulk carrier (IMO 9847231, 58,200 DWT, Liberian flag), entered into between Northwind Maritime Corporation, as disponent owner, and Thalassa Shipping & Logistics SA, as charterer. The charter-party was executed on December 3, 2020, on a New York Produce E

III. Mediation Summary A. Format and Participants The mediation was conducted over two full days, October 28 and October 29, 2024, at the offices of Bayside Dispute Resolution Services LLC, located at 140 Broadway, Suite 3200, New York, NY 10005. The sessions commenced at approximately 9:30 a.m. each day and concluded at approximately 7:00 p.m. on October 28 and approximately 4:45 p.m. on October 29, when the settlem

IV. Settlement Terms The following is a detailed summary of the settlement terms as reflected in the mediator's term sheet executed on October 29, 2024, together with additional provisions that will need to be incorporated into the definitive Settlement Agreement. A. Settlement Amount The total settlement amount is $7,850,000 (Seven Million Eight Hundred Fifty Thousand Dollars), to be paid by TSL to Northwind in thre

I. Representations and Warranties Each party will make certain representations and warranties in the Settlement Agreement, including: • That it has full corporate authority to enter into the Settlement Agreement and to perform its obligations thereunder; • That it has not assigned, transferred, or encumbered any of the claims released under the Settlement Agreement; • That no bankruptcy, insolvency, receivership, or

V. Financial Analysis and Evaluation A. Settlement vs. Claimed Damages Northwind's total claimed damages in the litigation were $18,300,000. The settlement of $7,850,000 represents approximately 42.9% of Northwind's claimed damages — a significant discount from Northwind's full asserted exposure. The following table summarizes Northwind's claimed damages by category, together with C&H's assessment of each category: A

VI. Lender Notification Requirement The settlement payment of $7,850,000 exceeds the $5,000,000 notification threshold set forth in Section 8.14 of the Credit Agreement dated April 1, 2019 between Thalassa Shipping & Logistics SA, as borrower, and Meridian Capital Bank AG (Ballindamm 40, 20095 Hamburg, Germany), as administrative agent and lender, in connection with a secured credit facility in the aggregate principa

VII. Insurance Matters A. P&I Club Contribution As noted above, the Oceanus Mutual Protection & Indemnity Club is expected to contribute $2,500,000 toward the settlement payment under Policy No. OCE-P&I-2020-TSL-0047. The following immediate steps will be taken in connection with the P&I Club contribution: (1) C&H will prepare and send a formal claim letter to David Okafor, Claims Manager, Oceanus Mutual Protection &

VIII. Next Steps and Action Items The following is a comprehensive summary of the action items required to finalize the settlement and achieve the orderly resolution of this litigation. We have organized the action items by timeframe and category for ease of reference. A. Immediate Actions (Week of October 30 – November 8, 2024)

1. Settlement Agreement Draft. C&H will prepare and circulate a first draft of the Settlement Agreement and Mutual General Release. Target: November 5, 2024.

2. Escrow Agreement Draft. C&H will prepare a first draft of the Escrow Agreement with Atlantic Fiduciary Trust Company. Target: November 8, 2024.

3. P&I Club Claim Letter. C&H will prepare and send a formal claim letter to David Okafor at Oceanus Mutual Protection & Indemnity Club, requesting the $2,500,000 contribution under Policy No. OCE-P&I-2020-TSL-0047. Target: October 31, 2024.

4. Consent Judgment Analysis. C&H will analyze the enforceability of the consent judgment provision under New York law and will prepare the form of consent judgment for inclusion in the Settlement Agreement.

5. Greek Corporate Authority. Konstantinou & Rizos Law Offices (Dimitrios Konstantinou) will confirm TSL's Greek corporate authority and will prepare any necessary supplemental board resolutions for execution of the Settlement Agreement. C&H will coordinate with Konstantinou & Rizos to ensure that all corporate formalities are completed in advance of the target execution date. B. Negotiation of Settlement Documents (

6. Transmit Draft to Opposing Counsel. Upon internal review and approval by TSL management, C&H will transmit the first draft of the Settlement Agreement to Margaret Delacroix at Hargrove, Delacroix & Stern LLP for review and comment.

7. Negotiate and Finalize. C&H will negotiate and finalize the Settlement Agreement, Escrow Agreement, and all ancillary documents with Hargrove, Delacroix & Stern LLP. We anticipate two to three rounds of markup and revision before the documents are in final form.

8. Target Execution. The target date for execution of all settlement documents is mid-to-late November 2024. We will endeavor to complete the documentation process on an expedited basis, recognizing the need to obtain Oceanus Board approval and to meet the payment deadlines under the Settlement Agreement. C. Court Filings (Upon Execution)

9. Joint Letter to Justice Chen. C&H will prepare a joint letter to Justice Chen advising the Court of the settlement in principle and requesting removal of the December 6, 2024 summary judgment argument from the Court's calendar. This letter will be sent promptly upon execution of the Settlement Agreement, or earlier if appropriate.

10. Withdrawal of Summary Judgment Motion. C&H will prepare and file a stipulation withdrawing TSL's Motion for Partial Summary Judgment (filed September 20, 2024) with prejudice.

11. Stipulation and Order Retaining Jurisdiction. C&H will prepare and file a stipulation and proposed order providing for the Court to retain jurisdiction for 180 days following the Effective Date to enforce the Settlement Agreement, including entry of the consent judgment upon default.

12. Stipulation of discontinuance. C&H will prepare a draft Stipulation of discontinuance with prejudice, to be filed within ten (10) business days of the final settlement payment.

13. Form of Consent Judgment. C&H will prepare the form of consent judgment, to be held in escrow or lodged with the Court and filed only upon TSL's default in making a scheduled settlement payment. D. Lender and Insurer Notifications

14. Meridian Capital Bank AG. C&H will prepare and send the notification letter to Lukas Brandt, Relationship Manager, Meridian Capital Bank AG, within five (5) business days of execution of the Settlement Agreement, as required by Section 8.14 of the Credit Agreement.

15. Fortis Marine Underwriters Ltd. C&H will prepare and send notice of the settlement to Catherine Allsworth, Claims Manager, Fortis Marine Underwriters Ltd., confirming that the Settlement Agreement does not impair Fortis's subrogation rights.

16. Castellan Professional Liability Insurers Ltd. C&H will prepare and send notice of the claim resolution to Castellan Professional Liability Insurers Ltd., confirming that no D&O claims are anticipated.

17. Oceanus P&I Club — Execution Version. C&H will transmit the execution version of the Settlement Agreement to Oceanus Mutual Protection & Indemnity Club for Board review and approval. E. Payment Schedule Monitoring

18. Track Payment Deadlines. C&H will maintain a payment schedule tracker and will provide advance reminders to TSL management of each upcoming payment deadline: • Payment 1: $4,000,000 — due within 30 days of the Effective Date • Payment 2: $2,000,000 — due within 90 days of the Effective Date • Payment 3: $1,850,000 — due within 150 days of the Effective Date

19. Corporate Funding Coordination. C&H will coordinate with Elena Papadimitriou, CFO, on the timing and funding of TSL's $5,350,000 corporate contribution to ensure that funds are available to meet each scheduled payment.

20. P&I Contribution Coordination. C&H will coordinate with Oceanus Mutual Protection & Indemnity Club on the timing and mechanics of the $2,500,000 contribution, including the allocation of the Club's contribution across the three installment payments.

IX. Conclusion and Recommendation Calderwood & Harkness LLP views the settlement at $7,850,000 as a favorable outcome for Thalassa Shipping & Logistics SA. The settlement achieves a complete resolution of all claims, counterclaims, and cross-claims in the litigation at a fraction of Northwind's total claimed damages of $18,300,000 — approximately 42.9 cents on the dollar — while avoiding the substantial risks, costs,