Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") represents Thalassa Shipping & Logistics SA ("TSL"), a Société Anonyme organized under the laws of the Hellenic Republic, and its wholly owned subsidiary Aegean Fortuna Shipholding Ltd. ("Aegean Fortuna"), a Liberian limited liability company, in the above-captioned litigation currently pending in the Supreme Court of the State of New York, N

2. Background of the Dispute To provide context for your engagement, we set forth below a summary of the material factual and procedural background of this dispute. Additional detail, along with copies of the operative pleadings and underlying transactional documents, is enclosed with this Letter and will be supplemented as discovery progresses. The Charter-Party. On or about December 3, 2020, Northwind Maritime Corp

3. Scope of Engagement You are retained to provide independent expert analysis and, if necessary, expert testimony regarding the quantum of damages claimed by Northwind, the economic validity and methodological soundness of Northwind's damages calculations, and the economic underpinnings of TSL's counterclaim and defenses. The specific areas of analysis for which your expertise is sought are described in the followin

4. Deliverables In connection with this engagement, you are expected to provide the following deliverables: (a) Affirmative Expert Report. A comprehensive written expert report setting forth your opinions regarding the quantum of damages claimed by Northwind, the economic basis for TSL's counterclaim, and the liquidated damages cap analysis, together with the bases and reasons for each opinion, a description of the d

5. Timeline We are committed to providing you with all necessary factual materials and legal analysis in a timely manner to support your work. The anticipated timeline for this engagement is as follows: (a) Document Production. C&H will provide a comprehensive factual background memorandum and an initial production of relevant documents, including the Charter-Party and all amendments, correspondence between the parti

6. Compensation Clearwater Economics LLC shall be compensated for services rendered in connection with this engagement at the following rates: (a) Dr. Constance Albright, Managing Director: • Analysis and report preparation: $975 per hour • Deposition testimony: $1,250 per hour (portal-to-portal) • Trial testimony: $1,250 per hour (portal-to-portal) (b) Senior Economists (Vice President level and above): • Analysis a

7. Confidentiality Obligations All information, documents, data, analyses, communications, and materials of any kind provided by C&H or TSL to Clearwater in connection with this engagement, or generated by Clearwater in connection with this engagement (collectively, "Confidential Materials"), are confidential and proprietary. Dr. Albright and all Clearwater personnel who have access to Confidential Materials shall tr

8. Independence and Conflicts The credibility and admissibility of expert testimony depends in substantial part upon the independence of the expert from the retaining party and from the subject matter of the dispute. Accordingly, Dr. Albright represents and warrants as follows: (a) Neither Dr. Albright nor Clearwater Economics LLC has any financial interest in or material relationship with any party to this Litigatio

9. Document Preservation Dr. Albright and Clearwater shall preserve all documents, communications, notes, drafts, memoranda, data files, electronic models, spreadsheets, databases, work papers, and any other materials generated, received, or maintained in connection with this engagement (collectively, "Engagement Materials"). This preservation obligation extends to all forms of Engagement Materials, whether in paper

10. Limitations on Engagement This retention is solely for the purpose of providing expert damages analysis and testimony in connection with the above-captioned Litigation. Dr. Albright's engagement does not extend to any other matter, proceeding, arbitration, or dispute involving TSL, Aegean Fortuna, or any of their affiliates, whether currently pending or hereinafter arising, unless separately agreed in writing. No

11. Governing Law This Retention Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. Any dispute arising out of or relating to this engagement or this Retention Letter shall be submitted to the exclusive jurisdiction of the courts of the State of New York, County of New York.

12. Acceptance and Execution We are pleased to have the opportunity to work with you on this important matter and are confident that your expertise will be of great value to TSL's defense. If the terms set forth in this Retention Letter are acceptable, please countersign and return one copy of this Letter to the undersigned to confirm your acceptance. An executed copy may be returned by hand delivery, Sundial Data Sy

1. Complaint, Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA et al., Index No. 655421/2023 (filed October 2, 2023)

2. Verified Answer and Counterclaim of Defendants Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd. (filed November 17, 2023)

3. Time Charter-Party (NYPE 2015 form, as amended), Reference No. NW-TSL-CP-2020-1203, dated December 3, 2020

4. Summary of Northwind Maritime Corporation's Claimed Damages ($18,300,000 breakdown by category) cc: Francesca Morano, Partner, Calderwood & Harkness LLP cc: Carlos Espinoza, Lead Associate, Calderwood & Harkness LLP cc: Markos Theodorakis, General Counsel, Thalassa Shipping & Logistics SA (via separate cover)