Contract analysis

I. Matter Identification Matter Name: Defense of Charter-Party Breach Claim — Thalassa Shipping & Logistics SA C&H Matter No.: 1044-00006 Case Caption: 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 Court / Part: Part 49, before the Honorable Lorraine K. Chen, J.

II. Client Information Client: Thalassa Shipping & Logistics SA ("TSL"), a Société Anonyme organized under the laws of the Hellenic Republic (Greece), registered with the General Commercial Registry (G.E.MH.) of the Hellenic Republic. Headquarters: 42 Akti Miaouli, Piraeus 185 38, Greece Registered Agent in New York: Piraeus Global Agency Corp., 30 Broad Street, Suite 1410, New York, NY 10004 Client Contacts: • Alexa

III. Opposing Party and Counsel Plaintiff: Northwind Maritime Corporation, a corporation incorporated under the laws of the Republic of the marshall Islands (Entity No. MI-94827). Northwind's principal office is located at 1700 Harbor Gateway, Suite 500, Stamford, Connecticut 06902. Northwind's Principal: Viktor Lindgren, President and Managing Director. Mr. Lindgren is a Swedish national residing in Greenwich, Conne

IV. Case Summary and Background A. The Underlying Dispute This matter arose out of a 36-month time charter-party for the M/V Aegean Fortuna, a Supramax dry bulk carrier. The charter-party was executed on December 3, 2020, between Aegean Fortuna Shipholding Ltd. (as disponent owner) and Northwind Maritime Corporation (as charterer), on the New York Produce Exchange Form 2015 (NYPE 2015), as amended by addenda and ride

1. Clause 28 Liquidated Damages Cap. The liquidated damages provision in Clause 28 of the charter-party established a single aggregate cap of $4,500,000 applicable to the entire charter period, not a per-incident or per-period cap as argued by Northwind. TSL maintained that this cap represented the parties' agreed-upon limitation on consequential and indirect damages and precluded Northwind from recovering in excess

2. Latent Defect Defense (Incident 1). TSL exercised due diligence in maintaining the vessel and the turbocharger failure was caused by a latent manufacturing defect not discoverable through reasonable inspection or maintenance protocols. Under established charter-party law, an owner who exercises due diligence is not liable for off-hire arising from latent defects.

3. Charterer Causation (Incident 2). The BWTS malfunction was directly caused by Northwind's agents loading contaminated ballast water at a prior port. TSL bore no responsibility for the consequences of Northwind's or its agents' conduct.

4. Master's Discretion (Deviation Claim). The Maputo call was within the Master's reasonable navigational discretion and was justified by weather and routing conditions. No breach of Clause 5 occurred.

5. Inter-Club Agreement. Cargo damage claims were subject to allocation under the Inter-Club Agreement, and Northwind's attempt to recover the full amount of cargo damage ($3,420,000) as charter-party damages was barred.

6. Third-Party Shipper Claims Not Recoverable. Third-party shipper claims ($5,634,400) asserted against Northwind by cargo interests were not recoverable as direct damages under the charter-party. TSL moved to dismiss these claims, and the motion was granted in part.

7. Failure to Mitigate. Northwind failed to mitigate its damages by declining to arrange substitute tonnage in a timely manner, notwithstanding the availability of comparable vessels in the relevant markets during the off-hire periods. F. TSL's Counterclaim TSL filed its counterclaim on November 17, 2023, contemporaneously with its Verified Answer. The counterclaim sought $1,620,000 in unpaid hire for the period from

V. Procedural History A. Pre-Trial Proceedings The following is a summary of the principal procedural events in this matter prior to the commencement of the discovery phase: • October 2, 2023: Northwind Maritime Corporation filed its Verified Complaint in the Supreme Court of the State of New York, New York County, Commercial Division, asserting six causes of action for breach of charter-party, breach of the implied

VI. Case Disposition — Settlement Terms A. Settlement Amount The total settlement amount is $7,850,000. This figure represents approximately 42.9% of Northwind's total claimed damages of $18,300,000. Considering that TSL simultaneously released its $1,620,000 counterclaim as part of the global settlement, the net economic cost to TSL is $6,230,000 ($7,850,000 settlement payment minus $1,620,000 waived counterclaim),

1. Mutual General Release. Both parties, together with their respective affiliates, subsidiaries, officers, directors, employees, agents, successors, and assigns, exchange a mutual general release of all claims, counterclaims, cross-claims, and third-party claims arising out of or relating to the charter-party, the M/V Aegean Fortuna, and the subject matter of the litigation.

2. Release of Counterclaim. TSL's $1,620,000 counterclaim for unpaid hire is released in full as part of the global settlement. The net economic cost to TSL is $6,230,000 ($7,850,000 settlement minus $1,620,000 waived counterclaim).

3. Confidentiality. The terms of the Settlement Agreement, including the settlement amount and payment schedule, are strictly confidential. Permitted disclosures are limited to (a) the parties' respective insurers, lenders, and auditors; (b) the parties' respective legal and financial advisors; and (c) disclosures required by applicable law, regulation, or court order.

4. No Admission of Liability. The settlement does not constitute an admission of liability, fault, or wrongdoing by either party.

5. Consent Judgment. In the event that TSL fails to make any installment payment within five business days of the applicable due date, Northwind is entitled, without further notice to TSL, to enter a consent judgment against TSL and Aegean Fortuna Shipholding Ltd. for the unpaid balance of the settlement amount, plus interest at the rate of 9% per annum (the New York statutory rate) accruing from the date of default.

6. Return/Destruction of discovery Materials. Within 60 days of TSL's final settlement payment, both parties are required to return or destroy all discovery materials, including documents, electronically stored information, deposition transcripts, and expert reports produced by the other party, and to certify compliance in writing.

7. Stipulation of discontinuance. A Stipulation of discontinuance with Prejudice is to be filed within 10 business days of TSL's final settlement payment. F. Lender Notification

Section 8.14 of TSL's Credit Agreement dated April 1, 2019 with Meridian Capital Bank AG requires TSL to provide written notice to the lender within five business days of the execution of any settlement agreement or consent to the entry of any judgment in an amount exceeding $5,000,000. The $7,850,000 settlement exceeds this threshold. A notification letter was prepared by C&H in coordination with TSL's General Couns

1. Oceanus Mutual Protection & Indemnity Club: Formal claim notice was provided to the Club at the inception of the litigation. A settlement contribution request was submitted in connection with the mediation, and the Club's Board of Directors approved a $2,500,000 contribution on November 22, 2024, as confirmed by David Okafor, Claims Handler.

2. Fortis Marine Underwriters Ltd. (Hull & Machinery Insurer): Catherine Allsworth, Claims Manager, was notified of the settlement on November 21, 2024, in connection with H&M Policy No. FMU-HM-2020-4892. Fortis confirmed that the settlement does not impair or waive any subrogation rights that Fortis may hold against third parties (including the turbocharger OEM manufacturer) in connection with Incident 1.

3. Castellan Professional Liability Insurers Ltd. (D&O Insurer): Notified on November 25, 2024, as a precautionary measure. No D&O claim is anticipated, and the notification was made solely for compliance with the D&O policy's reporting obligations.

VII. Assessment of Outcome A. Litigation Risk Analysis The settlement at $7,850,000 represents, in the judgment of the undersigned partners, a favorable outcome for TSL relative to the litigation risks presented by the case. The following analysis supports this assessment. TSL's defense posture was strongest with respect to the following issues:

1. Clause 28 Liquidated Damages Cap. TSL's interpretation of the Clause 28 cap—that it established a single aggregate cap of $4,500,000 for the entire charter period—was well-supported by the plain language of the provision, the negotiation history, and applicable precedent. Dr. Albright's expert analysis reinforced this reading. Had the Court adopted TSL's interpretation on summary judgment, Northwind's maximum reco

2. Latent Defect Defense (Incident 1). The latent defect defense for the turbocharger failure was well-supported by Dr. Sørensen's metallurgical analysis, the manufacturer's records, and TSL's maintenance logs. The defense had a strong probability of success, which would have eliminated Northwind's recovery for the 22 days of off-hire attributable to Incident 1.

3. Charterer Causation (Incident 2). The evidence supporting TSL's position that the BWTS malfunction was caused by contaminated ballast loaded by Northwind's agents was substantial, including the vessel's ballast water log, Chief Engineer Vlahos's testimony, and Dr. Sørensen's analysis. This defense, if accepted, would have eliminated Northwind's recovery for the 21 days of off-hire attributable to Incident 2 and, c

1. Incident 3 (Cylinder Liner Failure). TSL conceded that the cylinder liner failure was a maintenance failure attributable to the owner. The dispute was limited to quantum. TSL's exposure on this incident—including 25 days of off-hire, repair costs, and some measure of consequential damages—was real and could not be eliminated through dispositive motion practice.

2. Deviation Claim. The Maputo deviation presented mixed facts. TSL's weather and routing justification was supportable but not overwhelming. The meteorological data showed that weather conditions in the Mozambique Channel were adverse but not necessarily so severe as to require the Maputo call. Justice Chen's ruling on the summary judgment motion would have been uncertain, and the issue could well have gone to trial

VIII. Financial Summary — Fees and Costs A. Fee Summary The following table summarizes C&H's fees for the matter: Variance: $32,375 under estimate, representing approximately 1.5% under the original fee budget. The variance is attributable primarily to the resolution of the Eastbourne sub-charter discovery dispute without motion practice (saving approximately $20,000–$30,000 in associate time) and the cancellation of

IX. Key Takeaways and Lessons Learned A. Litigation Strategy The following strategic observations are offered for the benefit of the firm's litigation practice:

1. Value of Early Dispositive Motions. The early motion to dismiss Counts III and V (filed December 15, 2023, decided March 8, 2024) was a high-value strategic investment. The complete dismissal of Count V (unjust enrichment) eliminated a potentially expansive equitable theory that could have complicated the damages analysis. More importantly, the narrowing of Count III (third-party shipper claims) substantially redu

2. Expert Selection and Preparation. The selection of Dr. Henrik Sørensen and Dr. Constance Albright as TSL's testifying experts proved to be a significant strength of the defense. Dr. Sørensen's metallurgical analysis of the turbocharger failure provided compelling support for the latent defect defense, and his opinions on the BWTS contamination were grounded in detailed technical analysis that was difficult for Nor

3. Deposition Strategy. The cross-examination of Northwind's key witnesses produced favorable admissions that strengthened TSL's defense and enhanced settlement leverage. Mr. Lindgren's acknowledgment that Northwind had not contacted any shipbroker to arrange substitute tonnage during Incident 1's off-hire period directly undercut the substitute charter cost claim and supported the failure-to-mitigate defense. Ms. Ch

1. Mediation Process. The court-ordered mediation before the Honorable Gerald K. Fitzpatrick (Ret.) was productive and well-managed. The two-day format (October 28–29, 2024) was essential; the first day was devoted to opening presentations and initial caucus sessions, while the second day allowed sufficient time for shuttle diplomacy, narrowing of issues, and the exchange of proposals and counterproposals. A single-d

2. P&I Club Contribution. The Oceanus Mutual Protection & Indemnity Club's $2,500,000 contribution was critical to reaching the $7,850,000 settlement figure. Without the Club contribution, TSL's corporate funds alone would not have supported a settlement at this level without straining cash flow. Early engagement with the Club's claims department—beginning with the initial claim notification at the inception of the l

3. Installment Structure. The three-payment installment structure was a meaningful accommodation of TSL's cash flow considerations and was a constructive element of the negotiation. By permitting TSL to spread the $7,850,000 payment over approximately five months, the installment structure reduced the immediate financial impact of the settlement and aligned with TSL's anticipated hire receipts. The consent judgment p

1. Coordination with Greek Local Counsel. Coordination with Konstantinou & Rizos Law Offices was essential throughout the matter. Greek corporate authority issues—including the preparation and authentication of board resolutions authorizing the defense, the counterclaim, and ultimately the settlement—required careful attention and timely execution. K&R's responsiveness and familiarity with TSL's corporate governance

3. Lender Notification. The notification to Meridian Capital Bank AG under Section 8.14 of the Credit Agreement was handled proactively and in coordination with TSL's General Counsel. The notification letter was carefully drafted to present the settlement in a factual and measured manner, emphasizing that the settlement does not constitute a default or event of default under the Credit Agreement. No adverse reaction

X. Outstanding Action Items The following action items remain outstanding as of the date of this report: C&H will monitor the payment schedule and coordinate with TSL's General Counsel to confirm timely remittance of each installment to the Atlantic Fiduciary Trust Company escrow account. Upon receipt of final payment confirmation and filing of the Stipulation of discontinuance with Prejudice, C&H will issue a closin

XI. Related Counsel and Third-Party Contacts The following is a summary of all counsel and third-party contacts involved in this matter:

XII. Certification This Litigation Outcome Report has been prepared by the undersigned partners of Calderwood & Harkness LLP for the sole purpose of informing the Firm Management Committee, the Litigation Department Chair, and the Finance Department regarding the disposition of C&H Matter No. 1044-00006. This report constitutes attorney work product and is protected by the attorney-client privilege. It is not intende