Contract analysis

I. Summary of Key Terms Reflected in the Draft We confirm that the enclosed draft reflects the principal terms agreed upon in the Mediator's Term Sheet, including, without limitation, the following: Settlement Amount. The total settlement amount is Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000), payable by Thalassa to Northwind in full and final settlement of all claims and counterclaims in this acti

II. Companion Escrow Agreement Calderwood & Harkness is separately preparing a draft Escrow Agreement among Thalassa Shipping & Logistics SA, Northwind Maritime Corporation, and Atlantic Fiduciary Trust Company, as escrow agent, which will govern the mechanics of deposit, holding, investment, and release of the settlement funds through escrow account ESC-2024-NYK-08831. We anticipate circulating the draft Escrow Agre

III. Matters Requiring Northwind's Attention and Open Points In the course of preparing the draft Settlement Agreement, we identified several provisions that require input, confirmation, or further discussion from Northwind and its counsel. We respectfully request that you address the following points in your review: Northwind's Corporate Authority. The draft contemplates that Northwind will provide a representation

IV. Insurance Coordination For your information and for purposes of transparency, we wish to advise you that the settlement contemplates a contribution of Two Million Five Hundred Thousand Dollars ($2,500,000) from the Oceanus Mutual Protection & Indemnity Club ("Oceanus P&I Club") under Policy No. OCE-P&I-2020-TSL-0047, which covers certain of Thalassa's liabilities in connection with the M/V Aegean Fortuna. The Oce

V. Lender Notification We also wish to bring to your attention that Thalassa is required to notify Meridian Capital Bank AG of the settlement pursuant to Section 8.14 of the Credit Agreement dated April 1, 2019, by and among Thalassa, Meridian Capital Bank AG, as administrative agent, and the lenders party thereto, which requires notification of any settlement or compromise of claims in excess of Five Million Dollars

VI. Timing and Next Steps We respectfully request that Northwind and Hargrove, Delacroix & Stern LLP review the enclosed draft Settlement Agreement and provide a redline markup or written comments at the earliest practicable date. Ideally, we would appreciate receiving your redline or comments on or before Tuesday, November 12, 2024, so that the parties may promptly turn to the resolution of any open drafting issues.

VII. Coordination of Court Filings Once the Settlement Agreement has been fully executed by all parties, the parties will need to coordinate on the preparation and filing of several court submissions, including the following: (a) A joint letter to Justice Lorraine K. Chen advising the Court of the settlement and requesting that the December 6, 2024 conference and oral argument be removed from the Court's calendar; (b