Contract analysis

1. Parties Plaintiff: Northwind Maritime Corporation, a corporation duly organized and existing under the laws of the Republic of the marshall Islands, with its principal offices located at 1700 Harbor Gateway, Suite 500, Stamford, Connecticut 06902 (hereinafter referred to as "Northwind" or "Plaintiff"). Defendants: (a) Thalassa Shipping & Logistics SA, a Société Anonyme organized and existing under the laws of the

2. Settlement Amount In full and final resolution of all claims, counterclaims, cross-claims, and any and all other disputes between and among the Parties arising out of or relating to the above-captioned action, the Thalassa Parties shall pay to Northwind a total settlement amount of Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000.00) (the "Settlement Amount"). The Settlement Amount represents the neg

3. Payment Structure The Settlement Amount shall be paid by the Thalassa Parties to Northwind in three (3) installments, according to the following schedule: (a) Payment 1 — $4,000,000.00 (Four Million Dollars): Due and payable within thirty (30) calendar days following the date of execution of the definitive Settlement Agreement by all Parties (such date of execution being referred to herein as the "Effective Date")

4. Escrow All settlement payments made pursuant to Section 3 above shall be deposited with Atlantic Fiduciary Trust Company, located at 60 Wall Street, Suite 2800, New York, New York 10005 (the "Escrow Agent"). The designated escrow account for receipt of all settlement funds is: Escrow Account No.: ESC-2024-NYK-08831 Contact: Martin Schreiber, Vice President, Escrow Services Atlantic Fiduciary Trust Company 60 Wall

5. Mutual General Release Upon execution of the definitive Settlement Agreement and Mutual General Release, each Party shall fully, finally, and irrevocably release and forever discharge the other Party or Parties from any and all claims, counterclaims, cross-claims, third-party claims, demands, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversie

6. No Admission of Liability This settlement, including the payment of the Settlement Amount and all other terms set forth herein and in the definitive Settlement Agreement, does not constitute and shall not be construed as an admission of liability, fault, wrongdoing, or responsibility by any Party with respect to any of the claims, counterclaims, defenses, or other matters at issue in the above-captioned action or

7. Confidentiality The existence and terms of this Term Sheet, the definitive Settlement Agreement, the Escrow Agreement, and the Settlement Amount, including the payment structure and all related terms and conditions, shall be strictly confidential and shall not be disclosed by any Party or by counsel for any Party to any third party, except as expressly permitted below. Notwithstanding the foregoing, the following

8. Consent Judgment Upon Default In the event that any Thalassa Party fails to make any scheduled payment required under Section 3 of this Term Sheet (or the corresponding provisions of the definitive Settlement Agreement) within five (5) business days following the applicable due date (a "Payment Default"), Northwind shall be entitled, upon written notice to the defaulting Thalassa Party or Parties, to enter a conse

9. Withdrawal of Pending Motions Upon execution of the definitive Settlement Agreement by all Parties, the Parties shall promptly take all steps necessary to withdraw, with prejudice, all pending motions, applications, and requests for relief in the above-captioned action. Without limiting the generality of the foregoing, the Defendants shall withdraw, with prejudice, Defendants' Motion for Partial Summary Judgment,

10. Stipulation of discontinuance Within ten (10) business days following confirmed receipt by Northwind of the third and final settlement payment (Payment 3) as set forth in Section 3(c) above, and provided that all prior payments have been made in full, the Parties shall execute and file with the Clerk of the Supreme Court of the State of New York, New York County, a Stipulation of discontinuance with Prejudice in

11. Representations and Warranties Each Party represents and warrants to the other Parties, as of the date hereof and as of the Effective Date of the definitive Settlement Agreement, as follows: (a) Authority. Such Party has the full corporate power, legal capacity, and authority to enter into this Term Sheet and the definitive Settlement Agreement, and to perform its obligations hereunder and thereunder. The executi

12. Return/Destruction of discovery Materials Within sixty (60) calendar days following confirmed receipt by Northwind of the final settlement payment (Payment 3), each Party shall, at its election, return to the producing Party or destroy all documents, electronically stored information, tangible items, and other materials produced by the other Party or Parties in the course of discovery in the above-captioned actio

13. Definitive Documentation The Parties agree to negotiate in good faith and to use their respective best efforts to finalize, execute, and deliver a definitive Settlement Agreement and Mutual General Release (the "Settlement Agreement") and a separate Escrow Agreement with the Escrow Agent, each in a form mutually acceptable to all Parties and consistent with the terms set forth in this Term Sheet, as promptly as p

14. Governing Law This Term Sheet and the definitive Settlement Agreement, and all matters arising out of or relating to this Term Sheet and the definitive Settlement Agreement, including all questions concerning the construction, interpretation, validity, and enforceability hereof and thereof, shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without giving effect to

15. Lender and Insurer Notifications TSL shall notify Meridian Capital Bank AG of the settlement and its principal terms within five (5) business days following the execution of the definitive Settlement Agreement, in accordance with, and to the extent required by, Section 8.14 (Notification of Material Litigation and Settlement) of the Credit Agreement dated April 1, 2019, by and between TSL and Meridian Capital Ban