Contract analysis

1. Purpose and Confirmation of Engagement We are pleased that Thalassa Shipping & Logistics SA has selected Calderwood & Harkness LLP ("C&H" or the "Firm") as its defense counsel in the above-referenced matter, and we look forward to working with you and your team. This letter confirms that C&H has been engaged, effective October 16, 2023, to represent Thalassa Shipping & Logistics SA ("Thalassa" or "TSL"), a Société

2. Background For context, we set forth below a brief summary of the factual background of the Action as we understand it based on our review of the complaint and our initial discussions with you and your colleagues. Northwind Maritime Corporation ("Northwind"), a corporation incorporated under the laws of the Republic of the marshall Islands with its principal office at 1700 Harbor Gateway, Suite 500, Stamford, Conn

3. Scope of Representation C&H's representation of the Clients will encompass all aspects of the defense of the Action in the Supreme Court of the State of New York, New York County, including but not limited to the following: (a) Review and analysis of the complaint, the Charter-Party, and all related agreements, amendments, addenda, side letters, fixture recaps, and other documentation pertinent to the claims asser

4. Staffing The following attorneys will be primarily responsible for this matter: Douglas Carmichael, Partner — Mr. Carmichael will serve as the Responsible Partner and primary point of contact for the engagement. He will provide overall case strategy direction and supervision of the engagement team. Francesca Morano, Partner — Ms. Morano will serve as the Billing Partner and will be responsible for day-to-day litig

5. Fees 5.1 Hourly Rates Fees for C&H's services will be charged on an hourly basis at the standard rates of the attorneys and other professionals who perform work on the matter, as such rates are in effect from time to time. The current hourly rates for the primary members of the engagement team are as follows: Rates for paralegals and legal assistants assigned to the matter currently range from $350 to $475 per hou

6. Costs and Disbursements In addition to professional fees, the Clients will be responsible for reimbursement of all reasonable out-of-pocket costs and disbursements incurred by C&H in connection with the engagement. Such costs and disbursements include, but are not limited to, the following: (a) Court filing fees, motion fees, and costs associated with service of process; (b) Expert witness fees and expenses, inclu

7. Client Responsibilities The Clients agree to cooperate fully and in good faith with C&H in connection with the defense of the Action. In particular, and without limitation, the Clients agree to the following: (a) Access to Documents and Information. The Clients will provide C&H with timely access to all documents, records, data, and information in the Clients' possession, custody, or control that are relevant or p

8. Communication and Reporting Douglas Carmichael will serve as the primary point of contact at C&H for all matters relating to this engagement. Markos Theodorakis will serve as the primary point of contact at TSL. Day-to-day communications may also be directed to Francesca Morano and Carlos Espinoza, as appropriate, but all significant strategy decisions and client instructions should be communicated through or conf

9. Conflicts of Interest C&H has conducted a conflicts of interest review in accordance with the New York Rules of Professional Conduct and the Firm's internal conflicts policies. Based on the information currently available, the Firm has not identified any conflict of interest that would preclude C&H from undertaking this representation. The conflicts review included an examination of C&H's current and recent repres

10. Local Counsel Given that TSL is organized under the laws of the Hellenic Republic and has its principal offices in Greece, and recognizing that certain issues of Greek corporate authority, board resolutions, and Hellenic maritime regulatory compliance may arise in the course of the Action, C&H recommends the retention of qualified Greek local counsel to advise on such matters. C&H proposes to coordinate with Kons

11. Service of Process C&H notes that TSL's registered agent for service of process in the State of New York is Piraeus Global Agency Corp., located at 30 Broad Street, Suite 1410, New York, New York 10004. C&H will coordinate with Piraeus Global Agency Corp. as necessary regarding the service of all court filings, motions, pleadings, discovery demands, and other process in the Action. The Clients should ensure that

12. Termination of Engagement Either C&H or the Clients may terminate this engagement at any time upon written notice to the other party, subject to applicable court rules, the New York Rules of Professional Conduct, and C&H's professional responsibility obligations. Upon termination of the engagement, the Clients will remain responsible for the payment of all fees earned and costs incurred by C&H through the effecti

13. Document Retention Upon conclusion of this engagement, C&H will retain the Clients' files (including both paper and electronic files) in accordance with the Firm's standard document retention policies. Original documents provided to C&H by the Clients during the course of the engagement will be returned to the Clients upon written request. C&H may, in accordance with its retention schedule and applicable policies

14. Limitation of Liability; No Guarantee of Outcome C&H will exercise reasonable professional skill and care in the performance of its services under this Engagement Letter, consistent with the standards of the legal profession. However, C&H does not and cannot guarantee any particular result or outcome in connection with the Action. The Clients acknowledge that the outcome of litigation depends on many factors that

15. Governing Law This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles. Any dispute arising out of or relating to this Engagement Letter or the engagement contemplated hereby shall be subject to the exclusive jurisdiction of the courts of the State of New York, County of New York.

16. Entire Agreement This Engagement Letter, together with any written amendments, supplements, or addenda hereto executed by both parties, constitutes the entire agreement between C&H and the Clients regarding the terms and conditions of C&H's engagement in connection with the Action. This Engagement Letter supersedes all prior oral or written communications, understandings, and agreements between the parties relati

17. Acceptance We are grateful for the confidence that Thalassa Shipping & Logistics SA has placed in Calderwood & Harkness LLP, and we are committed to providing the highest quality of legal representation in connection with this matter. We look forward to working with you and your team. To confirm your agreement to the terms and conditions set forth in this Engagement Letter, we kindly request that you sign and dat