1044-00006 · Hargrove, Delacroix & Stern LLP · Settlement

tsl-board-resolution-settlement.docx DOCUMENT Litigation

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RESOLUTIONS OF THE BOARD OF DIRECTORS OF THALASSA SHIPPING & LOGISTICS SA

Adopted by Unanimous Written Consent Dated October 18, 2024

Prepared by Calderwood & Harkness LLP, One Liberty Plaza, 50th Floor, New York, NY 10006, with input from Konstantinou & Rizos Law Offices, 15 Vasilissis Sofias Avenue, Athens 106 74, Greece (lead partner: Dimitrios Konstantinou), as local counsel on Greek corporate authority matters.

Entity: Thalassa Shipping & Logistics SA, a Société Anonyme (SA) organized and existing under the laws of the Hellenic Republic (Greece)

Registered Office and Headquarters: 42 Akti Miaouli, Piraeus 185 38, Greece

Greek Tax Identification Number (AFM): 998342671

RECITALS

WHEREAS (A), Thalassa Shipping & Logistics SA ("TSL" or the "Company") and its wholly owned subsidiary Aegean Fortuna Shipholding Ltd., a corporation incorporated under the laws of the Republic of Liberia (Liberian Registration No. LR-C-20167845), are named as defendants in the civil action captioned Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, currently pending in the Supreme Court of the State of New York, New York County, Commercial Division, Part 49, before the Honorable Lorraine K. Chen, Justice of the Supreme Court (the "Action"); and

WHEREAS (B), the plaintiff in the Action, Northwind Maritime Corporation, a corporation organized and existing under the laws of the Republic of the marshall Islands (Entity No. MI-94827) ("Northwind"), alleges, among other things, breach of that certain time charter-party agreement dated December 3, 2020 (Reference No. NW-TSL-CP-2020-1203), executed on the New York Produce Exchange Form 2015 ("NYPE 2015"), as amended by addenda thereto (the "Charter-Party"), for the vessel M/V Aegean Fortuna (IMO No. 9847231), a Supramax dry bulk carrier of approximately 58,200 deadweight tonnage ("DWT"), registered under the flag of the Republic of Liberia, including claims that the Company failed to maintain the vessel in a seaworthy condition and engaged in unauthorized route deviations during the charter period; and

WHEREAS, Northwind's claims in the Action assert aggregate damages of approximately Eighteen Million Three Hundred Thousand Dollars ($18,300,000), comprising the following categories of alleged loss:

(i) off-hire deductions in the amount of approximately $1,003,000;

(ii) liquidated damages under Clause 28 of the Charter-Party in the amount of approximately $4,500,000;

(iii) substitute charter costs incurred by Northwind in the amount of approximately $471,600;

(iv) cargo damage and related losses in the amount of approximately $3,420,000;

(v) demurrage and dead freight claims in the amount of approximately $1,230,000;

(vi) additional port charges and bunker costs in the amount of approximately $875,400;

(vii) lost sub-charter profit in the amount of approximately $166,600;

(viii) third-party shipper claims and indemnification demands in the amount of approximately $5,634,400; and

(ix) legal fees and costs of litigation in the amount of approximately $999,000;

and

WHEREAS (C), on November 17, 2023, the Company filed its Answer and Counterclaim in the Action, asserting a counterclaim against Northwind in the amount of One Million Six Hundred Twenty Thousand Dollars ($1,620,000) for unpaid hire for the period from October 1, 2022 through December 31, 2022, calculated at the contractual rate of Fourteen Thousand Seven Hundred Fifty Dollars ($14,750) per day for a period of one hundred ten (110) days, which amounts Northwind withheld from its hire payments citing alleged off-hire entitlements and asserted equitable setoff rights under Clause 11 of the Charter-Party; and

WHEREAS (D), the Action has been vigorously litigated by both parties since its commencement, with the following significant procedural milestones having occurred:

(i) on December 15, 2023, the Company filed a motion to dismiss Counts III and V of the Complaint, which motion was fully briefed and argued before Justice Chen;

(ii) on March 8, 2024, the Court issued its decision on the motion to dismiss, granting dismissal of Count V (alleging tortious interference with prospective business relations) with prejudice, and narrowing the scope of Count III (alleging breach of the implied warranty of seaworthiness) to claims arising on or after June 15, 2022;

(iii) from January 2024 through August 2024, the parties engaged in extensive fact discovery, including the exchange of approximately 1.2 million pages of documents, the service of interrogatories and requests for admissions, and the conduct of fourteen (14) fact depositions in New York, Piraeus, London, and Copenhagen;

(iv) during August and September 2024, the parties served their respective expert reports, including reports from the Company's retained experts;

(v) on September 20, 2024, the Company filed a motion for partial summary judgment on the issue of Northwind's liability for unpaid hire (the Company's counterclaim) and on the enforceability of the liquidated damages provision under Clause 28, which motion remains sub judice; and

(vi) oral argument on the Company's motion for partial summary judgment is currently scheduled for December 6, 2024;

and

WHEREAS (E), the Company is represented in the Action by the law firm of Calderwood & Harkness LLP, One Liberty Plaza, 50th Floor, New York, New York 10006 (responsible partner: Douglas Carmichael; billing partner: Francesca Morano; lead associate: Carlos Espinoza; working associate: Hannah Brinkley), as lead defense counsel, and by Konstantinou & Rizos Law Offices, 15 Vasilissis Sofias Avenue, Athens 106 74, Greece (lead partner: Dimitrios Konstantinou), as Greek local counsel to the Company on matters of corporate authority, Hellenic law compliance, and regulatory filings; and

WHEREAS (F), in connection with the defense of the Action, the Company has retained (i) Dr. Henrik Sørensen of Nordic Maritime Consulting Group ApS, a limited partnership organized under the laws of the Kingdom of Denmark, with offices in Copenhagen, Denmark, as its maritime engineering expert to opine on issues of seaworthiness, vessel condition, and the reasonableness of route deviations, and (ii) Dr. Constance Albright of Clearwater Economics LLC, a limited liability company organized under the laws of the District of Columbia, with offices in Washington, D.C., as its damages expert to opine on the quantification of alleged losses and the reliability of Northwind's damages methodologies; and

WHEREAS (G), on or about August 22, 2024, the Court entered an order requiring the parties to participate in mediation of the Action, to be conducted by the Honorable Gerald K. Fitzpatrick (Ret.), a retired Justice of the Supreme Court of the State of New York, Appellate Division, First Department, now serving as a neutral mediator through Bayside Dispute Resolution Services LLC, 140 Broadway, Suite 3200, New York, New York 10005, with such mediation scheduled for October 28 and 29, 2024, at the offices of Bayside Dispute Resolution Services in New York; and

WHEREAS (H), Calderwood & Harkness LLP has prepared and delivered to each member of the Board of Directors (the "Board") a confidential Settlement Authority Memorandum dated October 15, 2024 (the "Settlement Authority Memorandum"), which memorandum provides a detailed and candid analysis of (i) the litigation risks facing the Company and Aegean Fortuna Shipholding Ltd. in the Action, (ii) the Company's potential exposure at trial on each of Northwind's remaining claims, (iii) a probability-weighted assessment of outcomes at trial on both Northwind's claims and the Company's counterclaim, (iv) the strengths and weaknesses of the Company's factual and legal defenses, including the narrowing of Count III and the dismissal of Count V, (v) the likely trajectory of the pending summary judgment motion, (vi) the cost-benefit analysis of continued litigation through trial (estimated trial date of April 2025) versus settlement at this stage, and (vii) the recommendation of counsel that the Board authorize settlement of the Action within a range of Six Million Five Hundred Thousand Dollars ($6,500,000) to Nine Million Dollars ($9,000,000), which range reflects counsel's assessment of the Company's realistic exposure discounted by the probability of favorable outcomes at trial and on summary judgment; and

WHEREAS (I), through the date of these Resolutions, the Company has incurred the following estimated fees and costs in connection with the defense of the Action:

(i) legal fees to Calderwood & Harkness LLP in the approximate amount of $2,180,000;

(ii) expert fees to Dr. Henrik Sørensen and Nordic Maritime Consulting Group ApS in the approximate amount of $285,000;

(iii) expert fees to Dr. Constance Albright and Clearwater Economics LLC in the approximate amount of $210,000;

(iv) fees and costs to Lighthouse Data Analytics Inc. for electronic discovery processing, hosting, and document review platform services in the approximate amount of $150,000; and

(v) additional miscellaneous costs, including travel, translation, deposition transcription, and court fees, with total costs (exclusive of legal fees) amounting to approximately $645,000;

and the Board has been advised that continuation of the litigation through trial, including rebuttal expert reports, pre-trial proceedings, trial preparation, and trial itself, would result in the Company incurring substantial additional legal fees and costs estimated by Calderwood & Harkness LLP to be in the range of $1,200,000 to $1,800,000; and

WHEREAS (J), the Company maintains Protection and Indemnity coverage through the Oceanus Mutual Protection & Indemnity Club, a mutual indemnity association organized under the laws of Bermuda ("Oceanus P&I"), under Policy No. OCE-P&I-2020-TSL-0047, and the Company's counsel anticipates seeking a contribution from Oceanus P&I toward any settlement payment, which contribution is estimated at up to Two Million Five Hundred Thousand Dollars ($2,500,000), subject to the approval of the Board of Directors of Oceanus P&I and the terms and conditions of the applicable policy and rules of the Club; and

WHEREAS, the Company further maintains Hull and Machinery coverage through Fortis Marine Underwriters Ltd., an insurance company organized under the laws of England and Wales, with offices in London, United Kingdom, under Policy No. FMU-HM-2020-4892, and Directors' and Officers' liability coverage through Castellan Professional Liability Insurers Ltd., an insurance company organized under the laws of Ireland, with offices in Dublin, Ireland; and the Company's counsel has advised the Board of the importance of preserving the Company's rights under all such policies, including subrogation rights and rights to contribution, in connection with any settlement of the Action; and

WHEREAS (K), Section 8.14 of that certain Credit Agreement dated as of April 1, 2019 (as amended, supplemented, or otherwise modified from time to time, the "Credit Agreement"), by and among the Company, as borrower, Meridian Capital Bank AG, a banking institution organized under the laws of the Federal Republic of Germany, with principal offices in Hamburg, Germany ("Meridian Capital"), as administrative agent and lead lender, and the other lenders party thereto, pursuant to which the Company maintains a secured credit facility in the aggregate principal amount of Three Hundred Forty Million Dollars ($340,000,000), secured by first-preferred vessel mortgages and related collateral, requires that the Company provide written notice to the administrative agent of any litigation settlement involving payments in excess of Five Million Dollars ($5,000,000), and any settlement within the range authorized by these Resolutions would exceed such notification threshold; and

WHEREAS (L), the Company generated annual revenue of approximately Six Hundred Twelve Million Dollars ($612,000,000) and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately Ninety-Eight Million Dollars ($98,000,000) for the fiscal year ended December 31, 2022, and currently operates a fleet of approximately thirty-four (34) vessels engaged in international dry bulk and general cargo transportation, and the Board, having reviewed the Company's current financial position, cash reserves, projected cash flows, and debt service obligations, has determined that a settlement payment within the authorized range described herein is within the Company's financial capacity and can be funded without materially impairing the Company's ongoing business operations, its ability to satisfy its obligations under the Credit Agreement, or its compliance with the financial covenants set forth therein; and

WHEREAS (M), Konstantinou & Rizos Law Offices has reviewed the applicable provisions of Law 4548/2018 of the Hellenic Republic (the Greek Law on Sociétés Anonymes), as amended, and the Company's articles of incorporation (katastatiko), and has confirmed in writing that the Board of Directors of the Company has full corporate authority under applicable Hellenic law to approve the settlement of litigation in which the Company is a party, to authorize the payment of settlement amounts of the magnitude contemplated herein, and to delegate the authority to negotiate, execute, and deliver settlement documentation to designated officers and authorized representatives of the Company; and

WHEREAS (N), each member of the Board has reviewed the Settlement Authority Memorandum, has had the opportunity to consult with and be briefed by defense counsel from Calderwood & Harkness LLP and local counsel from Konstantinou & Rizos Law Offices regarding the merits of the Action, the risks of continued litigation, the financial implications of settlement versus trial, and the terms of the proposed settlement authority, and, having carefully considered all of the foregoing, the Board has determined that it is in the best interests of the Company and its shareholders to authorize the settlement of the Action on the terms and subject to the conditions set forth in these Resolutions;

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Thalassa Shipping & Logistics SA hereby adopts the following resolutions:

Resolution 1 — Authorization of Settlement

RESOLVED, that the Board of Directors hereby authorizes and approves the settlement, compromise, and resolution of all claims, counterclaims, cross-claims, third-party claims, and any and all other causes of action asserted or that could have been asserted in the Action captioned Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, pending in the Supreme Court of the State of New York, New York County, Commercial Division, on terms providing for a total aggregate payment by or on behalf of the Company and Aegean Fortuna Shipholding Ltd. (inclusive of any contributions from the Company's insurers, including but not limited to Oceanus Mutual Protection & Indemnity Club) not to exceed Eight Million Five Hundred Thousand Dollars ($8,500,000) in the aggregate (the "Maximum Settlement Amount"); and it is further

RESOLVED, that such settlement shall encompass a full, final, and complete mutual general release of any and all claims, demands, actions, causes of action, suits, debts, liens, obligations, liabilities, and damages of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, that any party to the Action has or may have against any other party arising out of, relating to, or in connection with the Charter-Party (Reference No. NW-TSL-CP-2020-1203), the vessel M/V Aegean Fortuna (IMO No. 9847231), the subject matter of the Action, and any transactions, events, occurrences, acts, or omissions related thereto; and it is further

RESOLVED, that the Board acknowledges that as part of any global settlement of the Action, the Company's counterclaim for unpaid hire in the amount of One Million Six Hundred Twenty Thousand Dollars ($1,620,000) may be released, waived, or otherwise compromised as part of the mutual release and settlement consideration, and the Board recognizes and confirms that the net economic cost to the Company of the settlement will be the settlement payment amount paid or to be paid by or on behalf of the Company, less the value of the waived counterclaim, and the Board has taken such factors into account in authorizing the Maximum Settlement Amount;

Resolution 2 — Designation of Authorized Signatories

RESOLVED, that each of the following individuals is hereby individually authorized and empowered to negotiate, approve, execute, and deliver, on behalf of the Company and on behalf of its wholly owned subsidiary Aegean Fortuna Shipholding Ltd., a Settlement Agreement and Mutual General Release with Northwind Maritime Corporation, and all ancillary, related, and supporting documents and instruments as may be necessary, appropriate, or advisable to effectuate the settlement of the Action:

(1) Alexandros Stavridis, Chairman of the Board of Directors and Chief Executive Officer of the Company; and

(2) Markos Theodorakis, General Counsel of the Company;

(each, an "Authorized Signatory" and collectively, the "Authorized Signatories"); and it is further

RESOLVED, that the documents that each Authorized Signatory is authorized to negotiate, execute, and deliver on behalf of the Company and Aegean Fortuna Shipholding Ltd. shall include, without limitation:

(a) the definitive Settlement Agreement and Mutual General Release;

(b) escrow agreements with a reputable escrow agent for the deposit and disbursement of settlement funds;

(d) stipulations withdrawing all pending motions in the Action, including the Company's motion for partial summary judgment;

(e) consent judgment provisions, if applicable, as further described in Resolution 3 below;

(f) confidentiality undertakings and non-disclosure agreements relating to the terms of the settlement;

(g) notification letters to the Company's lenders, including Meridian Capital Bank AG, as required under the Credit Agreement;

(h) insurance claim correspondence and submissions to Oceanus Mutual Protection & Indemnity Club, Fortis Marine Underwriters Ltd., and Castellan Professional Liability Insurers Ltd.;

(i) certificates of authority, corporate resolutions, and good standing certifications;

(j) apostilled and authenticated corporate documentation as may be required by the Court or the parties; and

(k) any and all other documents, instruments, certificates, and writings reasonably necessary or advisable to effectuate the settlement and the transactions contemplated by these Resolutions;

and it is further

RESOLVED, that either Authorized Signatory shall have full authority to act alone and independently, without the joinder or consent of the other, and the signature of either Authorized Signatory alone shall be sufficient to bind the Company and Aegean Fortuna Shipholding Ltd. with respect to all matters authorized herein; joint signature of both Authorized Signatories shall not be required for any document or instrument executed pursuant to these Resolutions;

Resolution 3 — Settlement Parameters and Conditions

RESOLVED, that any settlement of the Action executed pursuant to these Resolutions shall be subject to and shall incorporate the following parameters and conditions:

(a) Maximum Settlement Amount. The total aggregate settlement amount payable by or on behalf of the Company and Aegean Fortuna Shipholding Ltd. (inclusive of any insurance contributions from Oceanus P&I or other insurers) shall not exceed Eight Million Five Hundred Thousand Dollars ($8,500,000).

(b) Installment Payments. Payment of the settlement amount may be structured in installments over a period not to exceed one hundred eighty (180) days from the effective date of the fully executed Settlement Agreement, with such installment schedule and payment milestones to be negotiated by the Authorized Signatories in their reasonable discretion.

(c) Corporate Contribution Cap. The Company's own corporate contribution toward the settlement payment (net of any insurance contributions received or committed from Oceanus Mutual Protection & Indemnity Club or any other insurer) shall not exceed Six Million Dollars ($6,000,000).

(d) No Admission of Liability. The settlement shall contain an express provision stating that neither the Company nor Aegean Fortuna Shipholding Ltd. makes any admission of liability, fault, wrongdoing, or violation of any law, regulation, contract, or duty, and that the settlement is entered into solely to avoid the expense, burden, and uncertainty of continued litigation.

(e) Confidentiality. The settlement shall include strict confidentiality provisions prohibiting all parties from disclosing the existence, terms, or amount of the settlement to any third party, except that disclosures shall be permitted to the Company's insurers (including Oceanus P&I, Fortis Marine Underwriters, and Castellan Professional Liability Insurers), lenders (including Meridian Capital Bank AG), auditors (Lysander & Associates, the Company's independent external auditors), legal and tax advisors, and as may be required by applicable law, regulation, court order, or the rules of any stock exchange or regulatory body to which the Company is subject.

(f) Consent Judgment. In the event the settlement includes a consent judgment provision, such provision shall apply only upon the Company's material default in the timely payment of settlement installments, and any such consent judgment shall bear interest at the statutory rate of nine percent (9%) per annum as prescribed by Section 5004 of the New York Civil Practice Law and Rules, with a cure period of not less than ten (10) business days following written notice of default.

(g) Escrow. All settlement funds shall be deposited by the Company into an escrow account maintained by a reputable and mutually agreed-upon escrow agent (which may be the trust account of Hargrove, Delacroix & Stern LLP or such other institutional escrow agent as the parties may agree), with release of funds to Northwind upon joint written instruction of the parties or upon satisfaction of agreed-upon conditions.

(h) discontinuance and Withdrawal of Motions. The settlement shall provide that upon receipt by Northwind of the final settlement payment, the parties shall promptly file with the Court (i) a stipulation of discontinuance of the Action, with prejudice to all parties, with each party bearing its own costs and attorneys' fees except as otherwise provided in the settlement, and (ii) stipulations withdrawing all pending motions in the Action, including the Company's motion for partial summary judgment.

(i) Return or Destruction of discovery Materials. The settlement shall include provisions requiring that, within sixty (60) days following the date of the final settlement payment and the filing of the stipulation of discontinuance, all parties shall return or destroy (with written certification of destruction) all documents and materials obtained through discovery in the Action, subject to applicable document retention obligations, litigation hold policies, and regulatory requirements.

Resolution 4 — Insurance Matters

RESOLVED, that the Authorized Signatories, together with Calderwood & Harkness LLP, are hereby authorized and directed to take the following actions in connection with the Company's insurance coverage:

(a) Oceanus P&I Claim. Submit a formal claim to Oceanus Mutual Protection & Indemnity Club for contribution toward the settlement of the Action under Policy No. OCE-P&I-2020-TSL-0047, including the preparation and submission of all claim documentation, supporting materials, and correspondence required by the Club's rules and procedures, and to engage in good faith negotiations with the Club's managers regarding the amount and timing of such contribution, with the objective of maximizing the insurance recovery available to the Company.

(b) Fortis Marine Notice. Provide all required notices to Fortis Marine Underwriters Ltd. under Policy No. FMU-HM-2020-4892, including notice of the settlement of the Action and the terms thereof, and take all steps necessary to preserve the Company's subrogation rights and any other rights or entitlements under the Hull and Machinery policy in connection with the claims asserted in the Action.

(c) Castellan Notice. Provide appropriate notice to Castellan Professional Liability Insurers Ltd. regarding the pendency and resolution of the Action, to the extent required under the Company's Directors' and Officers' liability policy, and to preserve the Company's rights to claim coverage for defense costs or other covered amounts, if applicable.

(d) General Insurance Preservation. Take all steps reasonably necessary to maximize the Company's insurance recovery and to preserve the Company's rights, defenses, and entitlements under all applicable insurance policies maintained by the Company or Aegean Fortuna Shipholding Ltd., including the timely submission of claims, cooperation with insurers' investigations, compliance with policy conditions, and the assertion of all available coverage arguments.

Resolution 5 — Lender Notification

RESOLVED, that the Authorized Signatories, together with Calderwood & Harkness LLP, are hereby authorized and directed to provide written notice of the settlement of the Action to Meridian Capital Bank AG (attention: Lukas Brandt, Senior Relationship Manager, Ballindamm 40, 20095 Hamburg, Germany), in its capacity as administrative agent under the Credit Agreement dated April 1, 2019, within five (5) business days of the execution by the Company of any definitive Settlement Agreement, pursuant to the notification requirements set forth in Section 8.14 of the Credit Agreement; and it is further

RESOLVED, that the Authorized Signatories are further authorized and directed to review and comply with any and all additional covenants, reporting obligations, or consent requirements under the Credit Agreement that may be implicated by the execution of the settlement, the payment of settlement amounts, or the release of the Company's counterclaim, including, without limitation, any requirements relating to (i) material adverse events or changes, (ii) financial reporting of litigation contingencies, (iii) maintenance of financial covenants, and (iv) restrictions on payments or dispositions, and to consult with Calderwood & Harkness LLP and the Company's financial advisors as necessary to ensure full compliance with the terms of the Credit Agreement;

Resolution 6 — Delegation to Counsel

RESOLVED, that Calderwood & Harkness LLP, through its attorneys Douglas Carmichael, Francesca Morano, Carlos Espinoza, and Hannah Brinkley, and their colleagues and designees, is hereby authorized to act as the Company's and Aegean Fortuna Shipholding Ltd.'s authorized representative and counsel in negotiating the definitive settlement documents, conducting settlement discussions, communicating with counsel for Northwind Maritime Corporation (Hargrove, Delacroix & Stern LLP, lead partner: Margaret Delacroix), communicating with the mediator (Hon. Gerald K. Fitzpatrick, Ret., of Bayside Dispute Resolution Services LLC), corresponding with the Court, and engaging with third parties, including insurers, escrow agents, and lenders, as may be necessary or appropriate to finalize, execute, and implement the settlement of the Action; and it is further

RESOLVED, that Konstantinou & Rizos Law Offices, through its lead partner Dimitrios Konstantinou and such other attorneys as he may designate, is hereby authorized to provide all necessary Greek corporate documentation, including but not limited to certified copies of the Company's articles of incorporation, Board resolutions, certificates of good standing, powers of attorney, and any apostilles, legalization certificates, or certifications required by the Court, the parties, escrow agents, insurers, or lenders in connection with the settlement and the transactions contemplated by these Resolutions;

Resolution 7 — Ratification

RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, attorney, or authorized representative of the Company or Aegean Fortuna Shipholding Ltd. in connection with the defense and prosecution of the Action, the retention of counsel and experts, the conduct of discovery and motion practice, the preparation for and participation in mediation, and any and all other matters contemplated by or related to these Resolutions, are hereby ratified, confirmed, and approved in all respects as the valid and authorized acts and deeds of the Company and Aegean Fortuna Shipholding Ltd.;

Resolution 8 — General Authority

RESOLVED, that each Authorized Signatory is hereby authorized and empowered to take any and all further actions, and to execute, deliver, and file any and all additional documents, instruments, agreements, certificates, notices, filings, and communications, in the name and on behalf of the Company and Aegean Fortuna Shipholding Ltd., as such Authorized Signatory may, in his sole and absolute discretion, deem necessary, appropriate, desirable, or advisable to carry out fully the purposes, intent, and spirit of the foregoing Resolutions, including, without limitation, all actions required in connection with the implementation of the settlement from the date hereof through and including the final payment of all settlement amounts, the filing of the stipulation of discontinuance with the Court, the return or destruction of discovery materials, and the completion of all insurance and lender notification obligations, and the execution and delivery by any Authorized Signatory of any such document or instrument shall be conclusive evidence of his authority to act and of the Company's approval thereof.

UNANIMOUS WRITTEN CONSENT

The undersigned, being all of the members of the Board of Directors of Thalassa Shipping & Logistics SA, a Société Anonyme organized and existing under the laws of the Hellenic Republic, hereby adopt the foregoing Resolutions by unanimous written consent, in lieu of a meeting of the Board of Directors, effective as of October 18, 2024, in accordance with the Company's articles of incorporation (katastatiko) and the applicable provisions of Law 4548/2018 of the Hellenic Republic and all other applicable laws and regulations governing the actions of the Board of Directors.

Each undersigned director confirms that he or she has reviewed the Settlement Authority Memorandum, has been briefed by counsel, and consents to the adoption of the foregoing Resolutions in their entirety.

This unanimous written consent may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile, electronic, and PDF signatures shall be deemed original signatures for all purposes.

Alexandros Stavridis Chairman of the Board of Directors and Chief Executive Officer

Signature: ________

Date: ________

Eleni Papadimitriou Director

Signature: ________

Date: ________

Konstantinos Vergos Director

Signature: ________

Date: ________

Irene Mavraki Director

Signature: ________

Date: ________

Nikos Drakopoulos Director

Signature: ________

Date: ________

Theodora Laskari Director

Signature: ________

Date: ________

[Additional Director — per Company Corporate Records] Director

Signature: ________

Date: ________

SECRETARY'S CERTIFICATE

I, the undersigned, being the duly appointed Secretary (or authorized officer performing the functions of Secretary) of Thalassa Shipping & Logistics SA, a Société Anonyme organized and existing under the laws of the Hellenic Republic, do hereby certify as follows:

1. The foregoing Resolutions were duly adopted by the unanimous written consent of all members of the Board of Directors of the Company, effective as of October 18, 2024, in accordance with the Company's articles of incorporation and the applicable provisions of the laws of the Hellenic Republic.

2. As of the date hereof, the foregoing Resolutions remain in full force and effect and have not been amended, modified, rescinded, or revoked in any respect.

3. The individuals named as Authorized Signatories in Resolution 2 — namely, Alexandros Stavridis, Chairman and Chief Executive Officer, and Markos Theodorakis, General Counsel — are duly elected or appointed officers of the Company, hold the titles set forth opposite their names, and are authorized to execute and deliver documents on behalf of the Company and Aegean Fortuna Shipholding Ltd. as provided in the foregoing Resolutions.

4. The Company is a duly organized and validly existing Société Anonyme under the laws of the Hellenic Republic, in good standing, and has not been dissolved, liquidated, or placed in administration.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Company on this _ day of _____, 2024.

________________________________________

Name: ________

Title: Secretary (or Authorized Officer)

Date: ________

[CORPORATE SEAL]

EXHIBITS

Exhibit A. Settlement Authority Memorandum from Calderwood & Harkness LLP dated October 15, 2024

This Exhibit is incorporated herein by reference. The Settlement Authority Memorandum is not physically attached to these Resolutions in order to preserve the attorney-client privilege and attorney work product protection applicable to its contents. The Settlement Authority Memorandum is maintained in the confidential files of Calderwood & Harkness LLP and the General Counsel of the Company.

Exhibit B. Summary of the Action

*Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd. Index No. 655421/2023 Supreme Court of the State of New York, New York County, Commercial Division, Part 49 Before the Honorable Lorraine K. Chen, J.S.C.*

Parties:

• Plaintiff: Northwind Maritime Corporation, a corporation organized under the laws of the Republic of the marshall Islands (Entity No. MI-94827). Represented by Hargrove, Delacroix & Stern LLP (lead partner: Margaret Delacroix).

• Defendants: Thalassa Shipping & Logistics SA, a Société Anonyme organized under the laws of the Hellenic Republic; and Aegean Fortuna Shipholding Ltd., a corporation organized under the laws of the Republic of Liberia (Registration No. LR-C-20167845). Represented by Calderwood & Harkness LLP (responsible partner: Douglas Carmichael).

Nature of Claims: Breach of time charter-party (NYPE 2015 form, Reference No. NW-TSL-CP-2020-1203, dated December 3, 2020) for the vessel M/V Aegean Fortuna (IMO No. 9847231, Supramax dry bulk carrier, 58,200 DWT, Liberian flag). Claims include failure to maintain seaworthiness and unauthorized route deviation. Total claimed damages: approximately $18,300,000.

Counterclaim: TSL asserts a counterclaim for $1,620,000 in unpaid hire (October 1 – December 31, 2022; $14,750/day × 110 days).

Procedural History: Complaint filed 2023. Motion to dismiss Counts III and V filed December 15, 2023; Count V dismissed, Count III narrowed (March 8, 2024). Extensive fact and expert discovery completed. TSL's motion for partial summary judgment filed September 20, 2024 (pending; argument scheduled December 6, 2024). Court-ordered mediation scheduled October 28–29, 2024.

Exhibit C. Relevant Provisions of the Credit Agreement Dated April 1, 2019 — Section 8.14

The following is an excerpt of the relevant notification provision. The full Credit Agreement is maintained in the records of the Company and Meridian Capital Bank AG.

Section 8.14 — Notification of Litigation Settlements. The Borrower shall provide the Administrative Agent with prompt written notice (and in any event within five (5) business days) of the execution of any settlement agreement or consent to the entry of any judgment in connection with any litigation, arbitration, or other dispute resolution proceeding involving the Borrower or any of its Subsidiaries, where the aggregate settlement amount or judgment amount exceeds Five Million Dollars ($5,000,000), including a summary description of the litigation, the material terms of the settlement, the payment schedule, and the source of funds for such settlement payment.

Exhibit D. Confirmation from Konstantinou & Rizos Law Offices Regarding Board Authority Under Hellenic Law

Reference is made to the letter from Dimitrios Konstantinou, Partner, Konstantinou & Rizos Law Offices, 15 Vasilissis Sofias Avenue, Athens 106 74, Greece, dated October 16, 2024, addressed to the Board of Directors of Thalassa Shipping & Logistics SA, confirming that under Law 4548/2018 of the Hellenic Republic and the Company's articles of incorporation, the Board of Directors has full authority to approve the settlement of litigation, authorize the payment of settlement amounts in the range contemplated by these Resolutions, and delegate execution authority to designated officers. A copy of such letter is maintained in the records of the Company's General Counsel.

END OF RESOLUTIONS AND EXHIBITS

Thalassa Shipping & Logistics SA — Unanimous Written Consent of the Board of Directors — October 18, 2024

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — ATTORNEY WORK PRODUCT

RESOLUTIONS OF THE BOARD OF DIRECTORS OF THALASSA SHIPPING & LOGISTICS SA
Adopted by Unanimous Written Consent Dated October 18, 2024
Prepared by Calderwood & Harkness LLP, One Liberty Plaza, 50th Floor, New York, NY 10006, with input from Konstantinou & Rizos Law Offices, 15 Vasilissis Sofias Avenue, Athens 106 74, Greece (lead partner: Dimitrios Konstantinou), as local counsel on Greek corporate authority matters.
Entity: Thalassa Shipping & Logistics SA, a Société Anonyme (SA) organized and existing under the laws of the Hellenic Republic (Greece)
Registered Office and Headquarters: 42 Akti Miaouli, Piraeus 185 38, Greece
Greek Tax Identification Number (AFM): 998342671
RECITALS
WHEREAS (A), Thalassa Shipping & Logistics SA ("TSL" or the "Company") and its wholly owned subsidiary Aegean Fortuna Shipholding Ltd., a corporation incorporated under the laws of the Republic of Liberia (Liberian Registration No. LR-C-20167845), are named as defendants in the civil action captioned Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, currently pending in the Supreme Court of the State of New York, New York County, Commercial Division, Part 49, before the Honorable Lorraine K. Chen, Justice of the Supreme Court (the "Action"); and
WHEREAS (B), the plaintiff in the Action, Northwind Maritime Corporation, a corporation organized and existing under the laws of the Republic of the marshall Islands (Entity No. MI-94827) ("Northwind"), alleges, among other things, breach of that certain time charter-party agreement dated December 3, 2020 (Reference No. NW-TSL-CP-2020-1203), executed on the New York Produce Exchange Form 2015 ("NYPE 2015"), as amended by addenda thereto (the "Charter-Party"), for the vessel M/V Aegean Fortuna (IMO No. 9847231), a Supramax dry bulk carrier of approximately 58,200 deadweight tonnage ("DWT"), registered under the flag of the Republic of Liberia, including claims that the Company failed to maintain the vessel in a seaworthy condition and engaged in unauthorized route deviations during the charter period; and
WHEREAS, Northwind's claims in the Action assert aggregate damages of approximately Eighteen Million Three Hundred Thousand Dollars ($18,300,000), comprising the following categories of alleged loss:
(i) off-hire deductions in the amount of approximately $1,003,000;
(ii) liquidated damages under Clause 28 of the Charter-Party in the amount of approximately $4,500,000;
(iii) substitute charter costs incurred by Northwind in the amount of approximately $471,600;
(iv) cargo damage and related losses in the amount of approximately $3,420,000;
(v) demurrage and dead freight claims in the amount of approximately $1,230,000;
(vi) additional port charges and bunker costs in the amount of approximately $875,400;
(vii) lost sub-charter profit in the amount of approximately $166,600;
(viii) third-party shipper claims and indemnification demands in the amount of approximately $5,634,400; and
(ix) legal fees and costs of litigation in the amount of approximately $999,000;
and
WHEREAS (C), on November 17, 2023, the Company filed its Answer and Counterclaim in the Action, asserting a counterclaim against Northwind in the amount of One Million Six Hundred Twenty Thousand Dollars ($1,620,000) for unpaid hire for the period from October 1, 2022 through December 31, 2022, calculated at the contractual rate of Fourteen Thousand Seven Hundred Fifty Dollars ($14,750) per day for a period of one hundred ten (110) days, which amounts Northwind withheld from its hire payments citing alleged off-hire entitlements and asserted equitable setoff rights under Clause 11 of the Charter-Party; and
WHEREAS (D), the Action has been vigorously litigated by both parties since its commencement, with the following significant procedural milestones having occurred:
(i) on December 15, 2023, the Company filed a motion to dismiss Counts III and V of the Complaint, which motion was fully briefed and argued before Justice Chen;
(ii) on March 8, 2024, the Court issued its decision on the motion to dismiss, granting dismissal of Count V (alleging tortious interference with prospective business relations) with prejudice, and narrowing the scope of Count III (alleging breach of the implied warranty of seaworthiness) to claims arising on or after June 15, 2022;
(iii) from January 2024 through August 2024, the parties engaged in extensive fact discovery, including the exchange of approximately 1.2 million pages of documents, the service of interrogatories and requests for admissions, and the conduct of fourteen (14) fact depositions in New York, Piraeus, London, and Copenhagen;
(iv) during August and September 2024, the parties served their respective expert reports, including reports from the Company's retained experts;
(v) on September 20, 2024, the Company filed a motion for partial summary judgment on the issue of Northwind's liability for unpaid hire (the Company's counterclaim) and on the enforceability of the liquidated damages provision under Clause 28, which motion remains sub judice; and
(vi) oral argument on the Company's motion for partial summary judgment is currently scheduled for December 6, 2024;
and
WHEREAS (E), the Company is represented in the Action by the law firm of Calderwood & Harkness LLP, One Liberty Plaza, 50th Floor, New York, New York 10006 (responsible partner: Douglas Carmichael; billing partner: Francesca Morano; lead associate: Carlos Espinoza; working associate: Hannah Brinkley), as lead defense counsel, and by Konstantinou & Rizos Law Offices, 15 Vasilissis Sofias Avenue, Athens 106 74, Greece (lead partner: Dimitrios Konstantinou), as Greek local counsel to the Company on matters of corporate authority, Hellenic law compliance, and regulatory filings; and
WHEREAS (F), in connection with the defense of the Action, the Company has retained (i) Dr. Henrik Sørensen of Nordic Maritime Consulting Group ApS, a limited partnership organized under the laws of the Kingdom of Denmark, with offices in Copenhagen, Denmark, as its maritime engineering expert to opine on issues of seaworthiness, vessel condition, and the reasonableness of route deviations, and (ii) Dr. Constance Albright of Clearwater Economics LLC, a limited liability company organized under the laws of the District of Columbia, with offices in Washington, D.C., as its damages expert to opine on the quantification of alleged losses and the reliability of Northwind's damages methodologies; and
WHEREAS (G), on or about August 22, 2024, the Court entered an order requiring the parties to participate in mediation of the Action, to be conducted by the Honorable Gerald K. Fitzpatrick (Ret.), a retired Justice of the Supreme Court of the State of New York, Appellate Division, First Department, now serving as a neutral mediator through Bayside Dispute Resolution Services LLC, 140 Broadway, Suite 3200, New York, New York 10005, with such mediation scheduled for October 28 and 29, 2024, at the offices of Bayside Dispute Resolution Services in New York; and
WHEREAS (H), Calderwood & Harkness LLP has prepared and delivered to each member of the Board of Directors (the "Board") a confidential Settlement Authority Memorandum dated October 15, 2024 (the "Settlement Authority Memorandum"), which memorandum provides a detailed and candid analysis of (i) the litigation risks facing the Company and Aegean Fortuna Shipholding Ltd. in the Action, (ii) the Company's potential exposure at trial on each of Northwind's remaining claims, (iii) a probability-weighted assessment of outcomes at trial on both Northwind's claims and the Company's counterclaim, (iv) the strengths and weaknesses of the Company's factual and legal defenses, including the narrowing of Count III and the dismissal of Count V, (v) the likely trajectory of the pending summary judgment motion, (vi) the cost-benefit analysis of continued litigation through trial (estimated trial date of April 2025) versus settlement at this stage, and (vii) the recommendation of counsel that the Board authorize settlement of the Action within a range of Six Million Five Hundred Thousand Dollars ($6,500,000) to Nine Million Dollars ($9,000,000), which range reflects counsel's assessment of the Company's realistic exposure discounted by the probability of favorable outcomes at trial and on summary judgment; and
WHEREAS (I), through the date of these Resolutions, the Company has incurred the following estimated fees and costs in connection with the defense of the Action:
(i) legal fees to Calderwood & Harkness LLP in the approximate amount of $2,180,000;
(ii) expert fees to Dr. Henrik Sørensen and Nordic Maritime Consulting Group ApS in the approximate amount of $285,000;
(iii) expert fees to Dr. Constance Albright and Clearwater Economics LLC in the approximate amount of $210,000;
(iv) fees and costs to Lighthouse Data Analytics Inc. for electronic discovery processing, hosting, and document review platform services in the approximate amount of $150,000; and
(v) additional miscellaneous costs, including travel, translation, deposition transcription, and court fees, with total costs (exclusive of legal fees) amounting to approximately $645,000;
and the Board has been advised that continuation of the litigation through trial, including rebuttal expert reports, pre-trial proceedings, trial preparation, and trial itself, would result in the Company incurring substantial additional legal fees and costs estimated by Calderwood & Harkness LLP to be in the range of $1,200,000 to $1,800,000; and
WHEREAS (J), the Company maintains Protection and Indemnity coverage through the Oceanus Mutual Protection & Indemnity Club, a mutual indemnity association organized under the laws of Bermuda ("Oceanus P&I"), under Policy No. OCE-P&I-2020-TSL-0047, and the Company's counsel anticipates seeking a contribution from Oceanus P&I toward any settlement payment, which contribution is estimated at up to Two Million Five Hundred Thousand Dollars ($2,500,000), subject to the approval of the Board of Directors of Oceanus P&I and the terms and conditions of the applicable policy and rules of the Club; and
WHEREAS, the Company further maintains Hull and Machinery coverage through Fortis Marine Underwriters Ltd., an insurance company organized under the laws of England and Wales, with offices in London, United Kingdom, under Policy No. FMU-HM-2020-4892, and Directors' and Officers' liability coverage through Castellan Professional Liability Insurers Ltd., an insurance company organized under the laws of Ireland, with offices in Dublin, Ireland; and the Company's counsel has advised the Board of the importance of preserving the Company's rights under all such policies, including subrogation rights and rights to contribution, in connection with any settlement of the Action; and
WHEREAS (K), Section 8.14 of that certain Credit Agreement dated as of April 1, 2019 (as amended, supplemented, or otherwise modified from time to time, the "Credit Agreement"), by and among the Company, as borrower, Meridian Capital Bank AG, a banking institution organized under the laws of the Federal Republic of Germany, with principal offices in Hamburg, Germany ("Meridian Capital"), as administrative agent and lead lender, and the other lenders party thereto, pursuant to which the Company maintains a secured credit facility in the aggregate principal amount of Three Hundred Forty Million Dollars ($340,000,000), secured by first-preferred vessel mortgages and related collateral, requires that the Company provide written notice to the administrative agent of any litigation settlement involving payments in excess of Five Million Dollars ($5,000,000), and any settlement within the range authorized by these Resolutions would exceed such notification threshold; and
WHEREAS (L), the Company generated annual revenue of approximately Six Hundred Twelve Million Dollars ($612,000,000) and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately Ninety-Eight Million Dollars ($98,000,000) for the fiscal year ended December 31, 2022, and currently operates a fleet of approximately thirty-four (34) vessels engaged in international dry bulk and general cargo transportation, and the Board, having reviewed the Company's current financial position, cash reserves, projected cash flows, and debt service obligations, has determined that a settlement payment within the authorized range described herein is within the Company's financial capacity and can be funded without materially impairing the Company's ongoing business operations, its ability to satisfy its obligations under the Credit Agreement, or its compliance with the financial covenants set forth therein; and
WHEREAS (M), Konstantinou & Rizos Law Offices has reviewed the applicable provisions of Law 4548/2018 of the Hellenic Republic (the Greek Law on Sociétés Anonymes), as amended, and the Company's articles of incorporation (katastatiko), and has confirmed in writing that the Board of Directors of the Company has full corporate authority under applicable Hellenic law to approve the settlement of litigation in which the Company is a party, to authorize the payment of settlement amounts of the magnitude contemplated herein, and to delegate the authority to negotiate, execute, and deliver settlement documentation to designated officers and authorized representatives of the Company; and
WHEREAS (N), each member of the Board has reviewed the Settlement Authority Memorandum, has had the opportunity to consult with and be briefed by defense counsel from Calderwood & Harkness LLP and local counsel from Konstantinou & Rizos Law Offices regarding the merits of the Action, the risks of continued litigation, the financial implications of settlement versus trial, and the terms of the proposed settlement authority, and, having carefully considered all of the foregoing, the Board has determined that it is in the best interests of the Company and its shareholders to authorize the settlement of the Action on the terms and subject to the conditions set forth in these Resolutions;
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Thalassa Shipping & Logistics SA hereby adopts the following resolutions:
Resolution 1 — Authorization of Settlement
RESOLVED, that the Board of Directors hereby authorizes and approves the settlement, compromise, and resolution of all claims, counterclaims, cross-claims, third-party claims, and any and all other causes of action asserted or that could have been asserted in the Action captioned Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, pending in the Supreme Court of the State of New York, New York County, Commercial Division, on terms providing for a total aggregate payment by or on behalf of the Company and Aegean Fortuna Shipholding Ltd. (inclusive of any contributions from the Company's insurers, including but not limited to Oceanus Mutual Protection & Indemnity Club) not to exceed Eight Million Five Hundred Thousand Dollars ($8,500,000) in the aggregate (the "Maximum Settlement Amount"); and it is further
RESOLVED, that such settlement shall encompass a full, final, and complete mutual general release of any and all claims, demands, actions, causes of action, suits, debts, liens, obligations, liabilities, and damages of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, that any party to the Action has or may have against any other party arising out of, relating to, or in connection with the Charter-Party (Reference No. NW-TSL-CP-2020-1203), the vessel M/V Aegean Fortuna (IMO No. 9847231), the subject matter of the Action, and any transactions, events, occurrences, acts, or omissions related thereto; and it is further
RESOLVED, that the Board acknowledges that as part of any global settlement of the Action, the Company's counterclaim for unpaid hire in the amount of One Million Six Hundred Twenty Thousand Dollars ($1,620,000) may be released, waived, or otherwise compromised as part of the mutual release and settlement consideration, and the Board recognizes and confirms that the net economic cost to the Company of the settlement will be the settlement payment amount paid or to be paid by or on behalf of the Company, less the value of the waived counterclaim, and the Board has taken such factors into account in authorizing the Maximum Settlement Amount;
Resolution 2 — Designation of Authorized Signatories
RESOLVED, that each of the following individuals is hereby individually authorized and empowered to negotiate, approve, execute, and deliver, on behalf of the Company and on behalf of its wholly owned subsidiary Aegean Fortuna Shipholding Ltd., a Settlement Agreement and Mutual General Release with Northwind Maritime Corporation, and all ancillary, related, and supporting documents and instruments as may be necessary, appropriate, or advisable to effectuate the settlement of the Action:
(1) Alexandros Stavridis, Chairman of the Board of Directors and Chief Executive Officer of the Company; and
(2) Markos Theodorakis, General Counsel of the Company;
(each, an "Authorized Signatory" and collectively, the "Authorized Signatories"); and it is further
RESOLVED, that the documents that each Authorized Signatory is authorized to negotiate, execute, and deliver on behalf of the Company and Aegean Fortuna Shipholding Ltd. shall include, without limitation:
(a) the definitive Settlement Agreement and Mutual General Release;
(b) escrow agreements with a reputable escrow agent for the deposit and disbursement of settlement funds;
(c) stipulations of discontinuance of the Action, with prejudice to all parties;
(d) stipulations withdrawing all pending motions in the Action, including the Company's motion for partial summary judgment;
(e) consent judgment provisions, if applicable, as further described in Resolution 3 below;
(f) confidentiality undertakings and non-disclosure agreements relating to the terms of the settlement;
(g) notification letters to the Company's lenders, including Meridian Capital Bank AG, as required under the Credit Agreement;
(h) insurance claim correspondence and submissions to Oceanus Mutual Protection & Indemnity Club, Fortis Marine Underwriters Ltd., and Castellan Professional Liability Insurers Ltd.;
(i) certificates of authority, corporate resolutions, and good standing certifications;
(j) apostilled and authenticated corporate documentation as may be required by the Court or the parties; and
(k) any and all other documents, instruments, certificates, and writings reasonably necessary or advisable to effectuate the settlement and the transactions contemplated by these Resolutions;
and it is further
RESOLVED, that either Authorized Signatory shall have full authority to act alone and independently, without the joinder or consent of the other, and the signature of either Authorized Signatory alone shall be sufficient to bind the Company and Aegean Fortuna Shipholding Ltd. with respect to all matters authorized herein; joint signature of both Authorized Signatories shall not be required for any document or instrument executed pursuant to these Resolutions;
Resolution 3 — Settlement Parameters and Conditions
RESOLVED, that any settlement of the Action executed pursuant to these Resolutions shall be subject to and shall incorporate the following parameters and conditions:
(a) Maximum Settlement Amount. The total aggregate settlement amount payable by or on behalf of the Company and Aegean Fortuna Shipholding Ltd. (inclusive of any insurance contributions from Oceanus P&I or other insurers) shall not exceed Eight Million Five Hundred Thousand Dollars ($8,500,000).
(b) Installment Payments. Payment of the settlement amount may be structured in installments over a period not to exceed one hundred eighty (180) days from the effective date of the fully executed Settlement Agreement, with such installment schedule and payment milestones to be negotiated by the Authorized Signatories in their reasonable discretion.
(c) Corporate Contribution Cap. The Company's own corporate contribution toward the settlement payment (net of any insurance contributions received or committed from Oceanus Mutual Protection & Indemnity Club or any other insurer) shall not exceed Six Million Dollars ($6,000,000).
(d) No Admission of Liability. The settlement shall contain an express provision stating that neither the Company nor Aegean Fortuna Shipholding Ltd. makes any admission of liability, fault, wrongdoing, or violation of any law, regulation, contract, or duty, and that the settlement is entered into solely to avoid the expense, burden, and uncertainty of continued litigation.
(e) Confidentiality. The settlement shall include strict confidentiality provisions prohibiting all parties from disclosing the existence, terms, or amount of the settlement to any third party, except that disclosures shall be permitted to the Company's insurers (including Oceanus P&I, Fortis Marine Underwriters, and Castellan Professional Liability Insurers), lenders (including Meridian Capital Bank AG), auditors (Lysander & Associates, the Company's independent external auditors), legal and tax advisors, and as may be required by applicable law, regulation, court order, or the rules of any stock exchange or regulatory body to which the Company is subject.
(f) Consent Judgment. In the event the settlement includes a consent judgment provision, such provision shall apply only upon the Company's material default in the timely payment of settlement installments, and any such consent judgment shall bear interest at the statutory rate of nine percent (9%) per annum as prescribed by Section 5004 of the New York Civil Practice Law and Rules, with a cure period of not less than ten (10) business days following written notice of default.
(g) Escrow. All settlement funds shall be deposited by the Company into an escrow account maintained by a reputable and mutually agreed-upon escrow agent (which may be the trust account of Hargrove, Delacroix & Stern LLP or such other institutional escrow agent as the parties may agree), with release of funds to Northwind upon joint written instruction of the parties or upon satisfaction of agreed-upon conditions.
(h) discontinuance and Withdrawal of Motions. The settlement shall provide that upon receipt by Northwind of the final settlement payment, the parties shall promptly file with the Court (i) a stipulation of discontinuance of the Action, with prejudice to all parties, with each party bearing its own costs and attorneys' fees except as otherwise provided in the settlement, and (ii) stipulations withdrawing all pending motions in the Action, including the Company's motion for partial summary judgment.
(i) Return or Destruction of discovery Materials. The settlement shall include provisions requiring that, within sixty (60) days following the date of the final settlement payment and the filing of the stipulation of discontinuance, all parties shall return or destroy (with written certification of destruction) all documents and materials obtained through discovery in the Action, subject to applicable document retention obligations, litigation hold policies, and regulatory requirements.
Resolution 4 — Insurance Matters
RESOLVED, that the Authorized Signatories, together with Calderwood & Harkness LLP, are hereby authorized and directed to take the following actions in connection with the Company's insurance coverage:
(a) Oceanus P&I Claim. Submit a formal claim to Oceanus Mutual Protection & Indemnity Club for contribution toward the settlement of the Action under Policy No. OCE-P&I-2020-TSL-0047, including the preparation and submission of all claim documentation, supporting materials, and correspondence required by the Club's rules and procedures, and to engage in good faith negotiations with the Club's managers regarding the amount and timing of such contribution, with the objective of maximizing the insurance recovery available to the Company.
(b) Fortis Marine Notice. Provide all required notices to Fortis Marine Underwriters Ltd. under Policy No. FMU-HM-2020-4892, including notice of the settlement of the Action and the terms thereof, and take all steps necessary to preserve the Company's subrogation rights and any other rights or entitlements under the Hull and Machinery policy in connection with the claims asserted in the Action.
(c) Castellan Notice. Provide appropriate notice to Castellan Professional Liability Insurers Ltd. regarding the pendency and resolution of the Action, to the extent required under the Company's Directors' and Officers' liability policy, and to preserve the Company's rights to claim coverage for defense costs or other covered amounts, if applicable.
(d) General Insurance Preservation. Take all steps reasonably necessary to maximize the Company's insurance recovery and to preserve the Company's rights, defenses, and entitlements under all applicable insurance policies maintained by the Company or Aegean Fortuna Shipholding Ltd., including the timely submission of claims, cooperation with insurers' investigations, compliance with policy conditions, and the assertion of all available coverage arguments.
Resolution 5 — Lender Notification
RESOLVED, that the Authorized Signatories, together with Calderwood & Harkness LLP, are hereby authorized and directed to provide written notice of the settlement of the Action to Meridian Capital Bank AG (attention: Lukas Brandt, Senior Relationship Manager, Ballindamm 40, 20095 Hamburg, Germany), in its capacity as administrative agent under the Credit Agreement dated April 1, 2019, within five (5) business days of the execution by the Company of any definitive Settlement Agreement, pursuant to the notification requirements set forth in Section 8.14 of the Credit Agreement; and it is further
RESOLVED, that the Authorized Signatories are further authorized and directed to review and comply with any and all additional covenants, reporting obligations, or consent requirements under the Credit Agreement that may be implicated by the execution of the settlement, the payment of settlement amounts, or the release of the Company's counterclaim, including, without limitation, any requirements relating to (i) material adverse events or changes, (ii) financial reporting of litigation contingencies, (iii) maintenance of financial covenants, and (iv) restrictions on payments or dispositions, and to consult with Calderwood & Harkness LLP and the Company's financial advisors as necessary to ensure full compliance with the terms of the Credit Agreement;
Resolution 6 — Delegation to Counsel
RESOLVED, that Calderwood & Harkness LLP, through its attorneys Douglas Carmichael, Francesca Morano, Carlos Espinoza, and Hannah Brinkley, and their colleagues and designees, is hereby authorized to act as the Company's and Aegean Fortuna Shipholding Ltd.'s authorized representative and counsel in negotiating the definitive settlement documents, conducting settlement discussions, communicating with counsel for Northwind Maritime Corporation (Hargrove, Delacroix & Stern LLP, lead partner: Margaret Delacroix), communicating with the mediator (Hon. Gerald K. Fitzpatrick, Ret., of Bayside Dispute Resolution Services LLC), corresponding with the Court, and engaging with third parties, including insurers, escrow agents, and lenders, as may be necessary or appropriate to finalize, execute, and implement the settlement of the Action; and it is further
RESOLVED, that Konstantinou & Rizos Law Offices, through its lead partner Dimitrios Konstantinou and such other attorneys as he may designate, is hereby authorized to provide all necessary Greek corporate documentation, including but not limited to certified copies of the Company's articles of incorporation, Board resolutions, certificates of good standing, powers of attorney, and any apostilles, legalization certificates, or certifications required by the Court, the parties, escrow agents, insurers, or lenders in connection with the settlement and the transactions contemplated by these Resolutions;
Resolution 7 — Ratification
RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, attorney, or authorized representative of the Company or Aegean Fortuna Shipholding Ltd. in connection with the defense and prosecution of the Action, the retention of counsel and experts, the conduct of discovery and motion practice, the preparation for and participation in mediation, and any and all other matters contemplated by or related to these Resolutions, are hereby ratified, confirmed, and approved in all respects as the valid and authorized acts and deeds of the Company and Aegean Fortuna Shipholding Ltd.;
Resolution 8 — General Authority
RESOLVED, that each Authorized Signatory is hereby authorized and empowered to take any and all further actions, and to execute, deliver, and file any and all additional documents, instruments, agreements, certificates, notices, filings, and communications, in the name and on behalf of the Company and Aegean Fortuna Shipholding Ltd., as such Authorized Signatory may, in his sole and absolute discretion, deem necessary, appropriate, desirable, or advisable to carry out fully the purposes, intent, and spirit of the foregoing Resolutions, including, without limitation, all actions required in connection with the implementation of the settlement from the date hereof through and including the final payment of all settlement amounts, the filing of the stipulation of discontinuance with the Court, the return or destruction of discovery materials, and the completion of all insurance and lender notification obligations, and the execution and delivery by any Authorized Signatory of any such document or instrument shall be conclusive evidence of his authority to act and of the Company's approval thereof.
UNANIMOUS WRITTEN CONSENT
The undersigned, being all of the members of the Board of Directors of Thalassa Shipping & Logistics SA, a Société Anonyme organized and existing under the laws of the Hellenic Republic, hereby adopt the foregoing Resolutions by unanimous written consent, in lieu of a meeting of the Board of Directors, effective as of October 18, 2024, in accordance with the Company's articles of incorporation (katastatiko) and the applicable provisions of Law 4548/2018 of the Hellenic Republic and all other applicable laws and regulations governing the actions of the Board of Directors.
Each undersigned director confirms that he or she has reviewed the Settlement Authority Memorandum, has been briefed by counsel, and consents to the adoption of the foregoing Resolutions in their entirety.
This unanimous written consent may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile, electronic, and PDF signatures shall be deemed original signatures for all purposes.
Alexandros Stavridis Chairman of the Board of Directors and Chief Executive Officer
Signature: ________
Date: ________
Eleni Papadimitriou Director
Signature: ________
Date: ________
Konstantinos Vergos Director
Signature: ________
Date: ________
Irene Mavraki Director
Signature: ________
Date: ________
Nikos Drakopoulos Director
Signature: ________
Date: ________
Theodora Laskari Director
Signature: ________
Date: ________
[Additional Director — per Company Corporate Records] Director
Signature: ________
Date: ________
SECRETARY'S CERTIFICATE
I, the undersigned, being the duly appointed Secretary (or authorized officer performing the functions of Secretary) of Thalassa Shipping & Logistics SA, a Société Anonyme organized and existing under the laws of the Hellenic Republic, do hereby certify as follows:
1.  The foregoing Resolutions were duly adopted by the unanimous written consent of all members of the Board of Directors of the Company, effective as of October 18, 2024, in accordance with the Company's articles of incorporation and the applicable provisions of the laws of the Hellenic Republic.
2.  As of the date hereof, the foregoing Resolutions remain in full force and effect and have not been amended, modified, rescinded, or revoked in any respect.
3.  The individuals named as Authorized Signatories in Resolution 2 — namely, Alexandros Stavridis, Chairman and Chief Executive Officer, and Markos Theodorakis, General Counsel — are duly elected or appointed officers of the Company, hold the titles set forth opposite their names, and are authorized to execute and deliver documents on behalf of the Company and Aegean Fortuna Shipholding Ltd. as provided in the foregoing Resolutions.
4.  The Company is a duly organized and validly existing Société Anonyme under the laws of the Hellenic Republic, in good standing, and has not been dissolved, liquidated, or placed in administration.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Company on this _ day of _____, 2024.
________________________________________
Name: ________
Title: Secretary (or Authorized Officer)
Date: ________
[CORPORATE SEAL]
EXHIBITS
Exhibit A.  Settlement Authority Memorandum from Calderwood & Harkness LLP dated October 15, 2024
This Exhibit is incorporated herein by reference. The Settlement Authority Memorandum is not physically attached to these Resolutions in order to preserve the attorney-client privilege and attorney work product protection applicable to its contents. The Settlement Authority Memorandum is maintained in the confidential files of Calderwood & Harkness LLP and the General Counsel of the Company.
Exhibit B.  Summary of the Action
*Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd. Index No. 655421/2023 Supreme Court of the State of New York, New York County, Commercial Division, Part 49 Before the Honorable Lorraine K. Chen, J.S.C.*
Parties:
•  Plaintiff: Northwind Maritime Corporation, a corporation organized under the laws of the Republic of the marshall Islands (Entity No. MI-94827). Represented by Hargrove, Delacroix & Stern LLP (lead partner: Margaret Delacroix).
•  Defendants: Thalassa Shipping & Logistics SA, a Société Anonyme organized under the laws of the Hellenic Republic; and Aegean Fortuna Shipholding Ltd., a corporation organized under the laws of the Republic of Liberia (Registration No. LR-C-20167845). Represented by Calderwood & Harkness LLP (responsible partner: Douglas Carmichael).
Nature of Claims: Breach of time charter-party (NYPE 2015 form, Reference No. NW-TSL-CP-2020-1203, dated December 3, 2020) for the vessel M/V Aegean Fortuna (IMO No. 9847231, Supramax dry bulk carrier, 58,200 DWT, Liberian flag). Claims include failure to maintain seaworthiness and unauthorized route deviation. Total claimed damages: approximately $18,300,000.
Counterclaim: TSL asserts a counterclaim for $1,620,000 in unpaid hire (October 1 – December 31, 2022; $14,750/day × 110 days).
Procedural History: Complaint filed 2023. Motion to dismiss Counts III and V filed December 15, 2023; Count V dismissed, Count III narrowed (March 8, 2024). Extensive fact and expert discovery completed. TSL's motion for partial summary judgment filed September 20, 2024 (pending; argument scheduled December 6, 2024). Court-ordered mediation scheduled October 28–29, 2024.
Exhibit C.  Relevant Provisions of the Credit Agreement Dated April 1, 2019 — Section 8.14
The following is an excerpt of the relevant notification provision. The full Credit Agreement is maintained in the records of the Company and Meridian Capital Bank AG.
Section 8.14 — Notification of Litigation Settlements. The Borrower shall provide the Administrative Agent with prompt written notice (and in any event within five (5) business days) of the execution of any settlement agreement or consent to the entry of any judgment in connection with any litigation, arbitration, or other dispute resolution proceeding involving the Borrower or any of its Subsidiaries, where the aggregate settlement amount or judgment amount exceeds Five Million Dollars ($5,000,000), including a summary description of the litigation, the material terms of the settlement, the payment schedule, and the source of funds for such settlement payment.
Exhibit D.  Confirmation from Konstantinou & Rizos Law Offices Regarding Board Authority Under Hellenic Law
Reference is made to the letter from Dimitrios Konstantinou, Partner, Konstantinou & Rizos Law Offices, 15 Vasilissis Sofias Avenue, Athens 106 74, Greece, dated October 16, 2024, addressed to the Board of Directors of Thalassa Shipping & Logistics SA, confirming that under Law 4548/2018 of the Hellenic Republic and the Company's articles of incorporation, the Board of Directors has full authority to approve the settlement of litigation, authorize the payment of settlement amounts in the range contemplated by these Resolutions, and delegate execution authority to designated officers. A copy of such letter is maintained in the records of the Company's General Counsel.
END OF RESOLUTIONS AND EXHIBITS
Thalassa Shipping & Logistics SA — Unanimous Written Consent of the Board of Directors — October 18, 2024
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — ATTORNEY WORK PRODUCT

RESOLUTIONS OF THE BOARD OF DIRECTORS OF THALASSA SHIPPING & LOGISTICS SA

RECITALS

RESOLUTIONS

UNANIMOUS WRITTEN CONSENT

SECRETARY'S CERTIFICATE

EXHIBITS

END OF RESOLUTIONS AND EXHIBITS

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