Contract analysis

I. Background — The Litigation On October 2, 2023, Northwind Maritime Corporation ("Northwind"), a corporation incorporated under the laws of the Republic of the marshall Islands with its principal office at 1700 Harbor Gateway, Suite 500, Stamford, Connecticut 06902, commenced an action against TSL and Aegean Fortuna Shipholding Ltd. ("AFSL"), a wholly owned subsidiary of TSL incorporated in the Republic of Liberia

II. Summary of TSL's Defenses TSL and AFSL, represented by this firm, asserted a number of vigorous defenses throughout the litigation. These included, among others: (a) an interpretation of the single liquidated damages cap under Clause 28 of the charter-party that would limit Northwind's maximum liquidated damages exposure to $4,500,000 for the entire charter period, effectively capping a significant component of t

III. Procedural History Leading to Settlement The procedural history of this matter, in relevant part, is as follows: TSL and AFSL filed their Answer and Counterclaim on November 17, 2023. On December 15, 2023, TSL filed a Motion to Dismiss Counts III and V of Northwind's Complaint pursuant to CPLR § 3211(a)(7). By Decision and Order dated March 8, 2024, Justice Chen granted the motion in part, dismissing Count V (re

IV. Settlement Terms — Summary of the Enclosed Agreement The principal terms of the Settlement Agreement are summarized below for the Board's convenience. This summary is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is enclosed. Settlement Amount. The total settlement amount is $7,850,000.00. Payment Structure. The settlement amount is payable in three installme

V. P&I Coverage Basis for the Requested Contribution As set forth in our October 31, 2024 letter, TSL respectfully requests that the Club contribute $2,500,000.00 toward the settlement amount under Policy No. OCE-P&I-2020-TSL-0047. The policy provides coverage for third-party liabilities arising from the operation of entered vessels, including the M/V Aegean Fortuna. The settlement resolves claims that fall squarely

VI. Lender and Insurer Notifications Meridian Capital Bank AG. TSL is separately notifying Meridian Capital Bank AG (Hamburg, Germany) of the settlement, as required by Section 8.14 of the Credit Agreement dated April 1, 2019, between TSL and Meridian. Section 8.14 of the Credit Agreement requires notification to the lender of material litigation settlements exceeding $5,000,000.00. Meridian holds first-priority ship

VII. Enclosed Documents The following documents are enclosed for the Board's review:

1. Settlement Agreement and Mutual General Release — Execution Version (dated November 20, 2024), among Thalassa Shipping & Logistics SA, Aegean Fortuna Shipholding Ltd., and Northwind Maritime Corporation;

2. Escrow Agreement — Execution Version (dated November 20, 2024), among Thalassa Shipping & Logistics SA, Northwind Maritime Corporation, and Atlantic Fiduciary Trust Company;

3. Mediator's Term Sheet (dated October 29, 2024), reflecting the settlement terms reached in principle during the October 28–29, 2024 mediation before Hon. Gerald K. Fitzpatrick (Ret.); and

4. TSL Board Resolution Authorizing Settlement (dated October 18, 2024), authorizing settlement of the litigation in an amount up to $8,500,000.00, prepared with input from Konstantinou & Rizos Law Offices, TSL's Greek local counsel (15 Vasilissis Sofias Avenue, Athens 106 74, Greece).

VIII. Request for Expedited Board Action We respectfully but urgently request that the Oceanus Board of Directors consider and approve the requested $2,500,000.00 contribution at its meeting scheduled for November 22, 2024. The timing of Board action is critical for the following reasons. The first settlement payment of $4,000,000.00 becomes due within thirty (30) days of the Effective Date of the Settlement Agreemen

IX. Availability of Counsel Douglas Carmichael, the responsible partner for this matter, is available at any time to discuss the settlement terms and to answer any questions that the Board or Club staff may have in advance of or during the Board meeting. Mr. Carmichael can be reached at: Direct Line: (212) 555-7422 Email: dcarmichael@calderwoodharkness.com Carlos Espinoza, the lead associate on this matter, is also a

1. Settlement Agreement and Mutual General Release — Execution Version (November 20, 2024)

2. Escrow Agreement — Execution Version (November 20, 2024)

3. Mediator's Term Sheet (October 29, 2024)

4. TSL Board Resolution Authorizing Settlement (October 18, 2024) Damage Category | Amount Claimed Off-hire deductions | $1,003,000 Liquidated damages under Clause 28 (aggregate cap) | $4,500,000 Substitute charter costs | $471,600 Cargo damage (iron ore oxidation) | $3,420,000 Demurrage and dead freight | $1,230,000 Additional port and bunker costs | $875,400 Lost sub-charter profit | $166,600 Third-party shipper cl