Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the scope of coverage available to Thalassa Shipping & Logistics SA ("TSL") from the Oceanus Mutual Protection & Indemnity Club (Bermuda) ("Oceanus" or the "Club") under Policy No. OCE-P&I-2020-TSL-0047 (the "P&I Policy") in connection with the claims asserted by Northwind Maritime Corporation ("Northwind") in the above-captioned litigation. In particu

II. Background A. The Dispute and Settlement in Principle As Markos and the TSL team are aware, this dispute arose from the time charter-party for the M/V Aegean Fortuna (IMO 9847231), a Liberian-flagged Supramax dry bulk carrier of 58,200 deadweight tonnes, built in 2016 by Dalian Prosperity Shipyard Co., Ltd. The vessel is beneficially owned and commercially managed by TSL through its wholly owned subsidiary, Aegea

III. Analysis of Covered and Potentially Covered Claim Categories The nine categories of claimed damages asserted by Northwind in the original complaint totaled $18,300,000. For purposes of this P&I coverage analysis, we group these categories by their coverage eligibility, beginning with the claims that present the strongest basis for coverage and proceeding to those that are likely outside the scope of P&I indemnif

IV. Allocation Analysis — Reasonableness of the $2,500,000 Request As noted above, the Settlement is structured as a global lump sum of $7,850,000 without allocation among the nine claim categories. The mutual general release covers all claims, counterclaims, and cross-claims, and does not distinguish between covered and uncovered liabilities. This is standard practice in maritime dispute settlements and does not pre

V. Potential Coverage Defenses by Oceanus While we believe the contribution request is sound, we identify below the potential coverage defenses that Oceanus may assert, together with our assessment of the risk associated with each. A. Late Notice Oceanus Club Rules typically require the member to give prompt notice to the Club of any claim or circumstance that may give rise to a claim against the member. The purpose

VI. TSL's Obligations Under P&I Club Rules in Connection with Settlement Most P&I Club Rules require the member to obtain the Club's approval, or at minimum to consult with the Club, before entering into a settlement that the member expects the Club to contribute to. This obligation reflects the Club's legitimate interest in ensuring that settlements are reasonable and that covered liabilities are not inflated by the

VII. Interaction with H&M Coverage (Fortis Marine Underwriters Ltd.) Although this memorandum focuses on the P&I coverage analysis, we address briefly the interaction between the P&I claim and TSL's hull and machinery coverage with Fortis Marine Underwriters Ltd. (Policy No. FMU-HM-2020-4892). The H&M policy provides coverage for repair costs and physical damage to the vessel. The three mechanical incidents at issue

VIII. Impact of Lender Notification Requirements TSL's primary lender, Meridian Capital Bank AG, Hamburg ("Meridian"), holds first-priority ship mortgages on the TSL fleet and provides a $340,000,000 credit facility to TSL and its subsidiaries. The Credit Agreement dated April 1, 2019 (as amended) contains certain notification covenants that are implicated by the Settlement.

Section 8.14 of the Credit Agreement requires TSL to notify Meridian of any material litigation settlements exceeding $5,000,000. The $7,850,000 Settlement exceeds this threshold and therefore triggers the notification obligation. Notice to Lukas Brandt, Relationship Manager at Meridian, must be provided within five business days of execution of the Settlement Agreement — that is, by November 22, 2024 (based on the N

IX. Recommendations and Next Steps Based on the foregoing analysis, C&H makes the following recommendations:

1. Await Oceanus Board Decision. The Board is expected to render its decision on the $2,500,000 contribution request by November 22, 2024. David Okafor will communicate the result to C&H. If the Board approves the contribution, C&H will coordinate payment mechanics with Oceanus and with Martin Schreiber, Vice President, Escrow Services, at Atlantic Fiduciary Trust Company (Escrow Account No. ESC-2024-NYK-08831), to e

2. Contingency Planning. In the event that Oceanus denies the contribution entirely or approves a reduced amount, TSL must be prepared to fund the resulting shortfall from corporate resources. C&H recommends that Elena Papadimitriou (CFO) confirm the availability of the full $7,850,000 from TSL's corporate funds, so that the Settlement payment schedule can be met regardless of the Board's decision. If the Board denie

3. Allocation Documentation. C&H will prepare a written allocation analysis supporting the $2,500,000 contribution as attributable to covered P&I claims, with primary emphasis on the cargo damage and third-party shipper claims. This documentation will serve multiple purposes: (a) it will be submitted to the Oceanus Board in support of the contribution request; (b) it will support TSL's own tax and accounting treatmen

4. Timing of P&I Payment. If the Board approves the contribution, C&H recommends that the $2,500,000 be applied toward the first settlement installment of $4,000,000, which is due within 30 days of the Effective Date of the Settlement Agreement. This would reduce TSL's immediate cash outlay for the first installment to $1,500,000, preserving liquidity for TSL's ongoing operations. C&H will negotiate this timing with

5. Confirm Prior Notice History. As discussed in Section V.A, Markos Theodorakis should confirm the dates on which TSL or its insurance brokers first notified Oceanus of the three mechanical incidents (March, July, and November 2022) and the Northwind claim (October 2023). Copies of any notice correspondence should be assembled and provided to C&H, so that we can preemptively address any late-notice defense that Ocea

6. No Admission of Coverage. The Settlement Agreement contains a standard no-admission-of-liability clause, confirming that the settlement does not constitute an admission of liability by any party. Similarly, any Oceanus contribution should be documented as not constituting an admission of coverage for future claims. C&H will ensure that any payment correspondence from Oceanus includes appropriate reservation-of-rig

7. C&H Availability. Douglas Carmichael and Carlos Espinoza remain available to discuss this analysis and to participate in any communications with Oceanus, the Board, or other interested parties. C&H can be reached at (212) 558-4000, or by email at d.carmichael@calderwoodharkness.com and c.espinoza@calderwoodharkness.com. We will promptly advise TSL of any developments, including the Board's decision.

X. Conclusion In summary, C&H believes that the $2,500,000 P&I Club contribution request is reasonable and well-supported by the covered claim categories within the Northwind litigation. The strongest basis for coverage lies in the cargo damage claims (Incident 2 iron ore oxidation) and the third-party shipper claims, which together accounted for over $9 million of Northwind's original $18,300,000 claim. These catego