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

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP Attorneys at Law

One Liberty Plaza, 50th Floor New York, New York 10006

Telephone: (212) 555-8400 Facsimile: (212) 555-8401 www.calderwoodharkness.com

December 3, 2024

VIA E-MAIL AND INTERNATIONAL COURIER

Markos Theodorakis, Esq. General Counsel Thalassa Shipping & Logistics SA 42 Akti Miaouli Piraeus 185 38 Greece

Alexandros Stavridis Chairman and Chief Executive Officer Thalassa Shipping & Logistics SA 42 Akti Miaouli Piraeus 185 38 Greece

Re: 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

C&H Matter No. 1044-00006

Dear Mr. Theodorakis and Mr. Stavridis:

This letter serves as the final status report and matter-closing communication from Calderwood & Harkness LLP ("C&H") in connection with the above-referenced matter. We write to confirm the successful resolution of all claims and counterclaims in this action, to summarize the settlement terms and current case status, to identify certain outstanding action items that require your attention, and to outline the procedures for the formal closing of our matter file.

As you are aware, the Settlement Agreement and Mutual General Release (the "Settlement Agreement") was fully executed on November 20, 2024 by and among all parties to this action: Thalassa Shipping & Logistics SA ("TSL"), Aegean Fortuna Shipholding Ltd. ("Aegean Fortuna"), and Northwind Maritime Corporation ("Northwind"). Contemporaneously with the execution of the Settlement Agreement, an Escrow Agreement with Atlantic Fiduciary Trust Company ("AFTC") was also executed on November 20, 2024, establishing the mechanism for the deposit and release of settlement funds.

We are pleased with the outcome achieved in this matter. The settlement resolved claims originally totaling $18,300,000 asserted by Northwind for a total settlement payment of $7,850,000 — representing approximately 43% of the total claimed damages and a substantial reduction from the amounts at issue. Additionally, TSL's counterclaim for $1,620,000 in unpaid hire was released as part of the global settlement. After accounting for the release of the counterclaim, the net economic cost to TSL is $6,230,000 (that is, the $7,850,000 settlement payment less the $1,620,000 counterclaim that was extinguished as part of the mutual release). When the $2,500,000 contribution from the Oceanus Mutual Protection & Indemnity Club is factored in, TSL's net out-of-pocket exposure is further reduced to $3,730,000.

We set forth below a detailed summary of the settlement terms, the status of all court filings, insurance and lender notifications, outstanding action items, fees and costs, and closing procedures.

1. Summary of Settlement Terms

1.1 Settlement Amount and Payment Schedule

The total settlement amount payable by TSL and Aegean Fortuna to Northwind under the Settlement Agreement is $7,850,000, to be paid in three installments according to the following schedule:

The Effective Date of the Settlement Agreement is the date of execution, November 20, 2024. All settlement payments are to be deposited into escrow with Atlantic Fiduciary Trust Company and released to Northwind upon joint written instruction from the parties (or, in the event of a dispute, pursuant to the dispute resolution procedures set forth in the Escrow Agreement). The relevant escrow details are as follows:

Escrow Agent: Atlantic Fiduciary Trust Company Escrow Account No.: ESC-2024-NYK-08831 Contact: Martin Schreiber, Vice President, Escrow Services Address: 60 Wall Street, Suite 2800, New York, NY 10005 Telephone: (212) 555-3190 E-Mail: m.schreiber@atlanticfiduciary.com

We recommend that TSL's treasury department establish wire transfer instructions with AFTC as soon as practicable to ensure that Payment 1 is funded well in advance of the December 20, 2024 deadline. As discussed in greater detail in Section 4.1 below, the consequences of a payment default under the Settlement Agreement are significant, and timely compliance with the payment schedule is of paramount importance.

1.2 Funding Sources

The $7,850,000 settlement amount will be funded from the following sources:

(a) TSL Corporate Funds: $5,350,000. These funds are to be drawn from TSL's general corporate accounts and paid directly into the AFTC escrow account in accordance with the payment schedule set forth above.

(b) Oceanus Mutual Protection & Indemnity Club Contribution: $2,500,000. This contribution has been approved by the Oceanus Board of Directors on November 22, 2024, under Policy No. OCE-P&I-2020-TSL-0047. Formal written confirmation of the Board's approval has been received and is on file with C&H. The Oceanus contribution will be coordinated with TSL's corporate payments per the payment schedule, and TSL's Chief Financial Officer, Elena Papadimitriou, should coordinate directly with Oceanus regarding the allocation and timing of the P&I Club's $2,500,000 contribution across the three installments (as discussed further in Section 4.1 below).

1.3 Key Settlement Provisions

The Settlement Agreement contains the following key provisions, which TSL should be aware of in connection with its ongoing obligations:

(a) Mutual General Release. The Settlement Agreement provides for a mutual general release of all claims, counterclaims, cross-claims, and third-party claims arising out of or related to the time charter-party between Northwind and TSL (Ref. No. NW-TSL-CP-2020-1203) and the M/V Aegean Fortuna, including, without limitation, all claims asserted in Northwind's Complaint and Amended Complaint and all claims asserted in TSL's Counterclaim. The release is broad in scope and extends to all known and unknown claims related to the charter-party and the vessel.

(b) Release of TSL Counterclaim. As part of the global settlement, TSL has released its counterclaim for $1,620,000 in withheld hire payments. This release was factored into C&H's valuation analysis and the settlement recommendation presented to the TSL Board of Directors in advance of the mediation.

(c) Confidentiality. The terms of the Settlement Agreement are subject to strict confidentiality provisions. Permitted disclosures are limited to TSL's insurers (including Oceanus Mutual Protection & Indemnity Club and Fortis Marine Underwriters Ltd.), lenders (including Meridian Capital Bank AG), auditors, and as otherwise required by applicable law or regulation. TSL should ensure that all employees, officers, and directors who are aware of the settlement terms understand and comply with these confidentiality obligations.

(d) No Admission of Liability. The Settlement Agreement expressly provides that neither party admits any liability, fault, or wrongdoing in connection with the charter-party, the operation of the M/V Aegean Fortuna, or any of the incidents or claims at issue in the litigation. This non-admission provision is standard in settlements of this nature and preserves TSL's position with respect to any regulatory or third-party proceedings.

(e) Consent Judgment Provision. Pursuant to Section 7.3 of the Settlement Agreement, in the event that TSL defaults on any installment payment when due, Northwind shall be entitled to enter a consent judgment against TSL and Aegean Fortuna for the entire unpaid balance of the settlement amount, together with interest at the rate of 9% per annum (the New York statutory rate) from the date of default. This provision was a significant negotiating point for Northwind and underscores the critical importance of timely payment compliance.

(f) Return or Destruction of discovery Materials. All discovery materials — including documents, electronically stored information, deposition transcripts, and other materials produced or received during the course of discovery — must be returned to the producing party or destroyed within 60 days of the final settlement payment. This obligation applies to both parties and their respective counsel. C&H will coordinate with Northwind's counsel, Hargrove, Delacroix & Stern LLP, on the logistics of this process, as described in Section 4.2 below.

2. Court Filings and Case Status

2.1 Withdrawal of Pending Motions

As previously reported, TSL's Motion for Partial Summary Judgment — which sought dismissal of Northwind's liquidated damages claims on the basis that the charter-party imposed a single aggregate cap of $4,500,000 for the entire charter period, as well as dismissal of the deviation claim related to the Maputo port call — was filed on September 20, 2024. That motion was fully briefed and scheduled for oral argument before Justice Lorraine K. Chen on December 6, 2024.

Following the execution of the Settlement Agreement, TSL's Motion for Partial Summary Judgment was withdrawn with prejudice pursuant to an agreed stipulation between the parties dated November 25, 2024. The stipulation was submitted to Justice Chen and was so-ordered on the same date. Accordingly, the December 6, 2024 summary judgment argument has been vacated from the court's calendar and no further appearances in this matter are required at this time.

2.2 Notification to the Court

On November 25, 2024, a joint letter was submitted to Justice Lorraine K. Chen, Part 49, Supreme Court of the State of New York, New York County, 60 Centre Street, New York, NY 10007, on behalf of Calderwood & Harkness LLP (counsel for TSL and Aegean Fortuna) and Hargrove, Delacroix & Stern LLP (counsel for Northwind), advising the Court that the parties had reached a settlement in principle of all claims and counterclaims in this action and that the parties anticipated filing a stipulation of discontinuance upon completion of the settlement payments. The joint letter further requested that all pending deadlines and court dates be adjourned sine die.

2.3 Stipulation and Order Retaining Jurisdiction

On November 27, 2024, a Stipulation and Order Retaining Jurisdiction to Enforce Settlement (the "Retention Stipulation") was submitted to Justice Chen for so-ordering. The Retention Stipulation provides that the Supreme Court of the State of New York, New York County, shall retain jurisdiction over this matter for a period of 180 days following the Effective Date (i.e., through May 19, 2025) for the sole purpose of enforcing the terms of the Settlement Agreement, including, without limitation, the entry of a consent judgment against TSL and Aegean Fortuna in the event of a payment default pursuant to Section 7.3 of the Settlement Agreement. As of the date of this letter, we have not yet received the so-ordered copy of the Retention Stipulation from chambers, but we expect it to be entered imminently.

2.4 Stipulation of discontinuance

The Proposed Stipulation of discontinuance With Prejudice has been prepared by C&H and reviewed by Hargrove, Delacroix & Stern LLP. The stipulation provides for the discontinuance with prejudice of the entire action, including all claims asserted in Northwind's Complaint and Amended Complaint and all counterclaims asserted by TSL, with each party to bear its own costs and attorneys' fees. The stipulation is ready for filing and will be submitted to Justice Chen for so-ordering within 10 business days of the final settlement payment (Payment 3, due within 150 days of the Effective Date, or approximately April 19, 2025).

Upon filing and so-ordering of the Stipulation of discontinuance With Prejudice, the action captioned Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, will be discontinued with prejudice, and the matter will be concluded for all purposes.

3. Insurance and Lender Notifications — Confirmation of Compliance

We confirm that all required notifications to TSL's insurers and lenders have been made in connection with the settlement. The status of each notification is summarized below.

3.1 Oceanus Mutual Protection & Indemnity Club

The Oceanus Mutual Protection & Indemnity Club ("Oceanus") was notified of the claim and TSL's request for a $2,500,000 settlement contribution by letter dated October 31, 2024, addressed to David Okafor, Claims Handler, at Oceanus's London office. The notice included a detailed summary of the litigation, the mediation posture, and the basis for TSL's request for P&I coverage of a portion of the settlement amount.

Upon execution of the Settlement Agreement on November 20, 2024, the execution version was transmitted to Oceanus for review by its Board of Directors. On November 22, 2024, the Oceanus Board approved the $2,500,000 contribution under Policy No. OCE-P&I-2020-TSL-0047. Written confirmation of the Board's approval has been received and is on file with C&H. The Oceanus contribution will be coordinated with TSL's corporate payments in accordance with the payment schedule described in Section 1.1 above, and we recommend that TSL's CFO, Elena Papadimitriou, liaise directly with Oceanus to confirm the allocation and timing of the P&I Club's payments across the three installments.

3.2 Fortis Marine Underwriters Ltd.

Notice of the settlement and reservation of subrogation rights was sent to Catherine Allsworth, Underwriter, at Fortis Marine Underwriters Ltd. ("Fortis"), on November 21, 2024. The notice confirmed that the terms of the Settlement Agreement do not impair, waive, or otherwise prejudice any subrogation rights that Fortis may hold under Hull and Machinery Policy No. FMU-HM-2020-4892. Fortis has acknowledged receipt of the notice. No further action is required with respect to Fortis at this time.

3.3 Meridian Capital Bank AG

On November 22, 2024, notice of the material litigation settlement was sent to Lukas Brandt, Relationship Manager, at Meridian Capital Bank AG ("Meridian"), in Glenrock Assurance, pursuant to Section 8.14 of the Credit Agreement dated April 1, 2019 between TSL and Meridian (the "Credit Agreement"). Section 8.14 requires TSL to provide prompt written notice to Meridian of any material litigation settlement in excess of $5,000,000. The $7,850,000 settlement amount exceeds the $5,000,000 notification threshold, and TSL's obligation to provide such notice has been satisfied.

We note, however, that TSL should continue to monitor its compliance with other financial and operational covenants under the Meridian credit facility — a $340,000,000 secured revolving credit and term loan facility secured by, among other things, first-priority vessel mortgages on certain vessels in the TSL fleet. In particular, the settlement payments may implicate certain financial ratio covenants, minimum liquidity requirements, and restrictions on non-ordinary-course expenditures. C&H prepared an internal compliance analysis dated November 18, 2024, which was shared with Mr. Theodorakis and Ms. Papadimitriou, identifying the specific covenants that may be affected by the timing and amount of the settlement payments. We recommend that TSL's in-house legal and finance teams review that analysis carefully and consult with C&H or other counsel as needed to ensure continued covenant compliance throughout the payment period.

3.4 Castellan Professional Liability Insurers Ltd.

Notice of claim resolution was sent to Castellan Professional Liability Insurers Ltd. ("Castellan") at its Dublin office on November 25, 2024. The notice confirmed that the litigation has been resolved by settlement and that no claims were asserted against any TSL director or officer in their individual capacity. Based on the outcome of the matter and the terms of the Settlement Agreement, no D&O claim against TSL's directors or officers is anticipated, and no further action is required with respect to Castellan at this time.

4. Outstanding Action Items

Although the Settlement Agreement has been executed and the Court has been notified, several important action items remain before the matter can be formally closed. We set forth each item below with recommended next steps.

4.1 Settlement Payments

The most critical outstanding obligation is the timely funding of the three settlement installments. As noted above, the payment schedule requires TSL and Oceanus to deposit a total of $7,850,000 into escrow with Atlantic Fiduciary Trust Company according to the following deadlines:

• Payment 1 ($4,000,000): Due by December 20, 2024

• Payment 2 ($2,000,000): Due by February 18, 2025

• Payment 3 ($1,850,000): Due by April 19, 2025

We strongly recommend that TSL and Oceanus coordinate promptly to confirm the allocation and timing of the $2,500,000 P&I Club contribution across the three payments. Elena Papadimitriou, as CFO, is the appropriate person to lead this coordination. Once the allocation has been agreed upon with Oceanus, TSL's treasury department should arrange wire transfer instructions with AFTC and ensure that Payment 1 is funded no later than December 18, 2024, to allow for processing time and to avoid any risk of default.

We remind TSL that the consequences of a payment default are severe. As described in Section 1.3(e) above, failure to make any payment when due will entitle Northwind to enter a consent judgment against TSL and Aegean Fortuna for the entire unpaid balance, together with interest at the rate of 9% per annum from the date of default, pursuant to Section 7.3 of the Settlement Agreement and the Stipulation and Order Retaining Jurisdiction. There is no cure period in the Settlement Agreement. Accordingly, strict compliance with the payment deadlines is essential.

4.2 Return/Destruction of discovery Materials

Under the Settlement Agreement, all discovery materials produced or received during the course of the litigation must be returned to the producing party or destroyed within 60 days of the final settlement payment (Payment 3). Assuming Payment 3 is made on or about April 19, 2025, the deadline for return or destruction of discovery materials would be approximately June 18, 2025.

We recommend that TSL begin identifying and segregating all documents, electronically stored information, and other materials produced or received during discovery — a process that spanned from approximately January 2024 through August 2024. This includes both hard-copy documents and electronic files stored on TSL's internal servers, e-mail systems, and any other repositories.

Calderwood & Harkness will coordinate with Lighthouse Data Analytics Inc. ("Lighthouse"), the e-discovery vendor retained in this matter, regarding the destruction of all hosted data on Lighthouse's platform and the issuance of a formal certificate of destruction. Lighthouse's contact information is as follows:

Lighthouse Data Analytics Inc. 200 Park Avenue South, 14th Floor New York, NY 10003

TSL's internal IT department should coordinate with C&H on the destruction of any locally held copies of produced documents, including any copies that may have been downloaded to individual workstations, shared drives, or portable storage media. Upon completion of the return and destruction process, C&H will provide a written confirmation to Hargrove, Delacroix & Stern LLP certifying compliance with the discovery material provisions of the Settlement Agreement.

4.3 Lifting of Litigation Hold

On October 18, 2023, C&H issued a litigation hold notice to TSL directing the preservation of all documents and electronically stored information related to the M/V Aegean Fortuna charter-party (Ref. No. NW-TSL-CP-2020-1203), the three mechanical incidents that occurred during the charter period (the turbocharger failure in the Arabian Sea, the crane malfunction in Richards Bay, and the ballast system malfunction off the coast of Mozambique), the Maputo deviation, and all communications with Northwind and its agents and representatives. The litigation hold remains in effect as of the date of this letter.

The litigation hold may be lifted upon the completion of all settlement obligations and the filing and so-ordering of the Stipulation of discontinuance With Prejudice. At that time, C&H will issue a formal litigation hold release notice to TSL, which will authorize TSL to resume its ordinary document retention and destruction practices with respect to the categories of documents subject to the hold.

Until the litigation hold release notice has been issued, TSL should continue to preserve all relevant documents in accordance with the original litigation hold directive. Premature destruction of documents could give rise to spoliation concerns in the event that any dispute arises regarding the implementation of the settlement.

4.4 Stipulation of discontinuance Filing

As described in Section 2.4 above, the Proposed Stipulation of discontinuance With Prejudice has been prepared and is ready for filing. C&H will file the Stipulation of discontinuance within 10 business days of confirmation that the final settlement payment (Payment 3) has been deposited into the AFTC escrow account and released to Northwind.

TSL should promptly notify C&H upon making each settlement payment so that we can track compliance with the payment schedule and prepare for the timely filing of the Stipulation of discontinuance. We recommend that TSL provide C&H with copies of all wire transfer confirmations and any related correspondence with AFTC upon the completion of each payment.

5. Summary of Fees and Costs

5.1 Legal Fees

The total Calderwood & Harkness legal fees billed through the settlement of this matter are $2,147,625. This amount is within the estimated range of approximately $2,180,000 that was discussed with TSL at the outset of the engagement and subsequently updated during the course of the litigation. The billing rates for the C&H professionals who worked on this matter were as follows:

Detailed time records and invoices have been provided to TSL on a monthly basis throughout the engagement. We are pleased that the total fees came in slightly below the original estimate, reflecting the efficient resolution of the matter through mediation rather than a full trial.

5.2 Costs and Disbursements

The total costs and disbursements billed in connection with this matter are $638,920, against the original estimate of approximately $645,000. The major cost components are as follows:

The total costs came in under the original estimate, primarily because certain e-discovery costs from Lighthouse Data Analytics came in below the projected amounts. Final invoices from C&H for any remaining unbilled time and costs will be transmitted to TSL under separate cover.

5.3 Greek Local Counsel

As TSL is aware, Konstantinou & Rizos Law Offices served as Greek local counsel in this matter, providing advice on Greek corporate authority and governance matters, board resolutions authorizing the settlement, and Hellenic maritime regulatory issues. Konstantinou & Rizos's contact information is as follows:

Konstantinou & Rizos Law Offices 15 Vasilissis Sofias Avenue Athens 106 74, Greece Lead Partner: Dimitrios Konstantinou

Konstantinou & Rizos's fees were billed separately and directly to TSL and are not included in the C&H fee and cost figures set forth above.

6. Key Takeaways and Case Outcome Summary

We believe it is useful, in connection with this final report, to provide a brief summary of the litigation and the considerations that informed the settlement.

The matter originated with Northwind's complaint, filed on October 2, 2023, alleging breach of the time charter-party (NYPE 2015 form, as amended) for the M/V Aegean Fortuna (IMO 9847231, Liberian flag, Supramax dry bulk carrier, 58,200 DWT, classified by Global Maritime Classification Bureau). The charter-party was executed on December 3, 2020, for a charter period running from January 15, 2021 through January 14, 2024. Northwind claimed total damages of $18,300,000 across nine categories, including:

• Off-hire deductions arising from the three mechanical incidents;

• Liquidated damages under Clause 28 of the charter-party;

• Substitute charter costs incurred by Northwind during periods of off-hire;

• Cargo damage claims totaling $3,420,000, arising from iron ore oxidation caused by the ballast system malfunction;

• Demurrage and dead freight claims totaling $1,230,000, arising from the missed Qingdao laycan;

• Third-party shipper claims totaling $5,634,400, for which Northwind sought indemnification from TSL; and

• Various other categories of consequential and incidental damages.

TSL's defense strategy, developed and executed by C&H, included several key components that significantly improved TSL's litigation position and ultimately drove the settlement to a favorable range:

(i) Partial Motion to Dismiss. TSL's motion to dismiss, filed in early 2024, resulted in the dismissal of Count V of Northwind's Amended Complaint (tortious interference with prospective business relations) and the narrowing of Count III (breach of the implied warranty of seaworthiness) by order of Justice Chen dated March 8, 2024. This was a significant early victory that reduced Northwind's exposure on the pleadings.

(ii) Meritorious Defenses. TSL advanced strong defenses on the merits, including: (a) the latent defect defense for the first mechanical incident (turbocharger failure), supported by the expert testimony of Dr. Henrik Sørensen, who concluded that the turbocharger failure was attributable to a manufacturing defect not discoverable through the exercise of due diligence; (b) the charterer-causation defense for the second mechanical incident (crane malfunction in Richards Bay), based on evidence that Northwind's cargo surveyors overloaded the vessel's cranes in violation of the safe working load limits; and (c) the Master's discretion defense for the Maputo deviation, which was undertaken to address an emerging safety concern with the vessel's ballast system.

(iii) Motion for Partial Summary Judgment. TSL's pending motion for partial summary judgment, filed September 20, 2024, advanced two important arguments: first, that the liquidated damages provision in Clause 28 of the charter-party imposed a single aggregate cap of $4,500,000 for the entire charter period (rather than a per-incident cap, as Northwind contended); and second, that the Maputo deviation was justified under the Master's authority and did not constitute a breach of the charter-party. While the motion was withdrawn as part of the settlement, it served as significant leverage in the mediation discussions.

(iv) Counterclaim. TSL's counterclaim for $1,620,000 in unpaid hire payments — withheld by Northwind as an offset against its claimed damages — provided additional leverage and was released as part of the global settlement only after being factored into the overall valuation.

The two-day mediation conducted on October 28–29, 2024 before the Honorable Gerald K. Fitzpatrick (Ret.) at Bayside Dispute Resolution Services LLC resulted in the settlement at $7,850,000. This figure represents approximately 43% of Northwind's total claimed damages of $18,300,000 and reflects a significant reduction from Northwind's initial pre-mediation demand. The settlement amount was within the $6,500,000 to $9,000,000 range recommended by C&H based on its risk assessment and was within the authority granted to C&H by the TSL Board of Directors' resolution dated October 18, 2024, which authorized settlement of the matter for an amount not to exceed $8,500,000.

In our professional judgment, this settlement represents a favorable outcome for TSL. It eliminates the risk of an adverse judgment at trial — which, based on our assessment, could have resulted in exposure in the range of $10,000,000 to $14,000,000 — while also avoiding the substantial additional legal fees and expert costs that would have been incurred through a trial expected to last three to four weeks.

7. Matter Closing

C&H Matter No. 1044-00006 will be formally closed upon the satisfaction of all of the following conditions:

(a) Confirmation that all three settlement payments have been deposited into the Atlantic Fiduciary Trust Company escrow account and released to Northwind in accordance with the payment schedule set forth in the Settlement Agreement;

(b) Filing and so-ordering of the Stipulation of discontinuance With Prejudice by Justice Lorraine K. Chen;

(c) Completion of the return or destruction of all discovery materials and issuance of the written confirmation of compliance to Hargrove, Delacroix & Stern LLP; and

(d) Issuance of the formal litigation hold release notice to TSL.

Until such closure conditions are satisfied, C&H will remain available to address any questions, issues, or contingencies that may arise in connection with the implementation of the settlement, including coordination of settlement payments, communication with opposing counsel, interaction with the Court, and oversight of the discovery material return/destruction process. We do not anticipate that significant additional attorney time will be required for these remaining tasks, but we will of course keep TSL informed in the event that any unanticipated issues arise.

We recommend that TSL designate a single point of contact for the coordination of all remaining action items in connection with the settlement implementation and matter closing. Given his familiarity with the matter and his role as General Counsel, we suggest that Markos Theodorakis serve in this capacity, with Elena Papadimitriou as the primary contact for payment-related matters.

8. Expression of Appreciation and Closing Remarks

On behalf of the entire Calderwood & Harkness team, we wish to express our sincere gratitude to Alexandros Stavridis, Markos Theodorakis, Elena Papadimitriou, and the broader TSL team for their cooperation, trust, and responsiveness throughout this engagement. This was a complex, high-stakes international commercial dispute, and the successful resolution achieved here is a testament to the collaborative working relationship between TSL and C&H.

We also wish to acknowledge the invaluable contributions of Captain Nikolaos Giannopoulos, Master of the M/V Aegean Fortuna, and Chief Engineer Petros Vlahos, who provided critical testimony and detailed technical information regarding the vessel's operations, the mechanical incidents, and the Maputo deviation. Their professionalism and thoroughness were instrumental in building the factual foundation for TSL's defense and significantly strengthened our position both in discovery and at the mediation.

As always, Calderwood & Harkness stands ready to assist Thalassa Shipping & Logistics SA with any future matters, whether in the area of maritime litigation, commercial disputes, corporate transactions, or regulatory compliance. We value our relationship with TSL and look forward to continuing to serve as a trusted legal advisor.

Finally, please be advised that C&H will retain the complete matter file for this engagement in accordance with the firm's document retention policies, which are available upon request. Should TSL require access to any portion of the file at any time, please do not hesitate to contact us.

•

We trust that this letter provides a comprehensive summary of the current status of the matter and the steps required to bring it to a final close. Should you have any questions regarding any of the matters discussed herein, or if you require any additional information, please do not hesitate to contact either of us at your convenience.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Carmichael Partner Direct Dial: (212) 555-8412 E-Mail: dcarmichael@calderwoodharkness.com

By: ________

Francesca Morano Partner Direct Dial: (212) 555-8437 E-Mail: fmorano@calderwoodharkness.com

cc (via e-mail):

Elena Papadimitriou, Chief Financial Officer, Thalassa Shipping & Logistics SA

Carlos Espinoza, Calderwood & Harkness LLP

Hannah Brinkley, Calderwood & Harkness LLP

Dimitrios Konstantinou, Konstantinou & Rizos Law Offices (Greek local counsel)

Payment	Amount	Due Date	Deadline
Payment 1	$4,000,000	Within 30 days of the Effective Date	December 20, 2024
Payment 2	$2,000,000	Within 90 days of the Effective Date	February 18, 2025
Payment 3	$1,850,000	Within 150 days of the Effective Date	April 19, 2025
Attorney	Role	Hourly Rate
Douglas Carmichael	Partner	$1,450/hour
Francesca Morano	Partner	$1,350/hour
Carlos Espinoza	Senior Associate	$950/hour
Hannah Brinkley	Associate	$725/hour
Vendor / Category	Amount
Dr. Henrik Sørensen / Nordic Maritime Consulting Group ApS (maritime engineering expert)	$285,000
Dr. Constance Albright / Clearwater Economics LLC (damages expert)	$210,000
Lighthouse Data Analytics Inc. (e-discovery hosting, processing, and review platform)	$143,920
Travel and miscellaneous disbursements	Balance
Total	$638,920

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 50th Floor New York, New York 10006
Telephone: (212) 555-8400 Facsimile: (212) 555-8401 www.calderwoodharkness.com
December 3, 2024
VIA E-MAIL AND INTERNATIONAL COURIER
Markos Theodorakis, Esq. General Counsel Thalassa Shipping & Logistics SA 42 Akti Miaouli Piraeus 185 38 Greece
Alexandros Stavridis Chairman and Chief Executive Officer Thalassa Shipping & Logistics SA 42 Akti Miaouli Piraeus 185 38 Greece
Re: 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
C&H Matter No. 1044-00006
Dear Mr. Theodorakis and Mr. Stavridis:
This letter serves as the final status report and matter-closing communication from Calderwood & Harkness LLP ("C&H") in connection with the above-referenced matter. We write to confirm the successful resolution of all claims and counterclaims in this action, to summarize the settlement terms and current case status, to identify certain outstanding action items that require your attention, and to outline the procedures for the formal closing of our matter file.
As you are aware, the Settlement Agreement and Mutual General Release (the "Settlement Agreement") was fully executed on November 20, 2024 by and among all parties to this action: Thalassa Shipping & Logistics SA ("TSL"), Aegean Fortuna Shipholding Ltd. ("Aegean Fortuna"), and Northwind Maritime Corporation ("Northwind"). Contemporaneously with the execution of the Settlement Agreement, an Escrow Agreement with Atlantic Fiduciary Trust Company ("AFTC") was also executed on November 20, 2024, establishing the mechanism for the deposit and release of settlement funds.
We are pleased with the outcome achieved in this matter. The settlement resolved claims originally totaling $18,300,000 asserted by Northwind for a total settlement payment of $7,850,000 — representing approximately 43% of the total claimed damages and a substantial reduction from the amounts at issue. Additionally, TSL's counterclaim for $1,620,000 in unpaid hire was released as part of the global settlement. After accounting for the release of the counterclaim, the net economic cost to TSL is $6,230,000 (that is, the $7,850,000 settlement payment less the $1,620,000 counterclaim that was extinguished as part of the mutual release). When the $2,500,000 contribution from the Oceanus Mutual Protection & Indemnity Club is factored in, TSL's net out-of-pocket exposure is further reduced to $3,730,000.
We set forth below a detailed summary of the settlement terms, the status of all court filings, insurance and lender notifications, outstanding action items, fees and costs, and closing procedures.
1. Summary of Settlement Terms
1.1 Settlement Amount and Payment Schedule
The total settlement amount payable by TSL and Aegean Fortuna to Northwind under the Settlement Agreement is $7,850,000, to be paid in three installments according to the following schedule:
The Effective Date of the Settlement Agreement is the date of execution, November 20, 2024. All settlement payments are to be deposited into escrow with Atlantic Fiduciary Trust Company and released to Northwind upon joint written instruction from the parties (or, in the event of a dispute, pursuant to the dispute resolution procedures set forth in the Escrow Agreement). The relevant escrow details are as follows:
Escrow Agent: Atlantic Fiduciary Trust Company Escrow Account No.: ESC-2024-NYK-08831 Contact: Martin Schreiber, Vice President, Escrow Services Address: 60 Wall Street, Suite 2800, New York, NY 10005 Telephone: (212) 555-3190 E-Mail: m.schreiber@atlanticfiduciary.com
We recommend that TSL's treasury department establish wire transfer instructions with AFTC as soon as practicable to ensure that Payment 1 is funded well in advance of the December 20, 2024 deadline. As discussed in greater detail in Section 4.1 below, the consequences of a payment default under the Settlement Agreement are significant, and timely compliance with the payment schedule is of paramount importance.
1.2 Funding Sources
The $7,850,000 settlement amount will be funded from the following sources:
(a) TSL Corporate Funds: $5,350,000. These funds are to be drawn from TSL's general corporate accounts and paid directly into the AFTC escrow account in accordance with the payment schedule set forth above.
(b) Oceanus Mutual Protection & Indemnity Club Contribution: $2,500,000. This contribution has been approved by the Oceanus Board of Directors on November 22, 2024, under Policy No. OCE-P&I-2020-TSL-0047. Formal written confirmation of the Board's approval has been received and is on file with C&H. The Oceanus contribution will be coordinated with TSL's corporate payments per the payment schedule, and TSL's Chief Financial Officer, Elena Papadimitriou, should coordinate directly with Oceanus regarding the allocation and timing of the P&I Club's $2,500,000 contribution across the three installments (as discussed further in Section 4.1 below).
1.3 Key Settlement Provisions
The Settlement Agreement contains the following key provisions, which TSL should be aware of in connection with its ongoing obligations:
(a) Mutual General Release. The Settlement Agreement provides for a mutual general release of all claims, counterclaims, cross-claims, and third-party claims arising out of or related to the time charter-party between Northwind and TSL (Ref. No. NW-TSL-CP-2020-1203) and the M/V Aegean Fortuna, including, without limitation, all claims asserted in Northwind's Complaint and Amended Complaint and all claims asserted in TSL's Counterclaim. The release is broad in scope and extends to all known and unknown claims related to the charter-party and the vessel.
(b) Release of TSL Counterclaim. As part of the global settlement, TSL has released its counterclaim for $1,620,000 in withheld hire payments. This release was factored into C&H's valuation analysis and the settlement recommendation presented to the TSL Board of Directors in advance of the mediation.
(c) Confidentiality. The terms of the Settlement Agreement are subject to strict confidentiality provisions. Permitted disclosures are limited to TSL's insurers (including Oceanus Mutual Protection & Indemnity Club and Fortis Marine Underwriters Ltd.), lenders (including Meridian Capital Bank AG), auditors, and as otherwise required by applicable law or regulation. TSL should ensure that all employees, officers, and directors who are aware of the settlement terms understand and comply with these confidentiality obligations.
(d) No Admission of Liability. The Settlement Agreement expressly provides that neither party admits any liability, fault, or wrongdoing in connection with the charter-party, the operation of the M/V Aegean Fortuna, or any of the incidents or claims at issue in the litigation. This non-admission provision is standard in settlements of this nature and preserves TSL's position with respect to any regulatory or third-party proceedings.
(e) Consent Judgment Provision. Pursuant to Section 7.3 of the Settlement Agreement, in the event that TSL defaults on any installment payment when due, Northwind shall be entitled to enter a consent judgment against TSL and Aegean Fortuna for the entire unpaid balance of the settlement amount, together with interest at the rate of 9% per annum (the New York statutory rate) from the date of default. This provision was a significant negotiating point for Northwind and underscores the critical importance of timely payment compliance.
(f) Return or Destruction of discovery Materials. All discovery materials — including documents, electronically stored information, deposition transcripts, and other materials produced or received during the course of discovery — must be returned to the producing party or destroyed within 60 days of the final settlement payment. This obligation applies to both parties and their respective counsel. C&H will coordinate with Northwind's counsel, Hargrove, Delacroix & Stern LLP, on the logistics of this process, as described in Section 4.2 below.
2. Court Filings and Case Status
2.1 Withdrawal of Pending Motions
As previously reported, TSL's Motion for Partial Summary Judgment — which sought dismissal of Northwind's liquidated damages claims on the basis that the charter-party imposed a single aggregate cap of $4,500,000 for the entire charter period, as well as dismissal of the deviation claim related to the Maputo port call — was filed on September 20, 2024. That motion was fully briefed and scheduled for oral argument before Justice Lorraine K. Chen on December 6, 2024.
Following the execution of the Settlement Agreement, TSL's Motion for Partial Summary Judgment was withdrawn with prejudice pursuant to an agreed stipulation between the parties dated November 25, 2024. The stipulation was submitted to Justice Chen and was so-ordered on the same date. Accordingly, the December 6, 2024 summary judgment argument has been vacated from the court's calendar and no further appearances in this matter are required at this time.
2.2 Notification to the Court
On November 25, 2024, a joint letter was submitted to Justice Lorraine K. Chen, Part 49, Supreme Court of the State of New York, New York County, 60 Centre Street, New York, NY 10007, on behalf of Calderwood & Harkness LLP (counsel for TSL and Aegean Fortuna) and Hargrove, Delacroix & Stern LLP (counsel for Northwind), advising the Court that the parties had reached a settlement in principle of all claims and counterclaims in this action and that the parties anticipated filing a stipulation of discontinuance upon completion of the settlement payments. The joint letter further requested that all pending deadlines and court dates be adjourned sine die.
2.3 Stipulation and Order Retaining Jurisdiction
On November 27, 2024, a Stipulation and Order Retaining Jurisdiction to Enforce Settlement (the "Retention Stipulation") was submitted to Justice Chen for so-ordering. The Retention Stipulation provides that the Supreme Court of the State of New York, New York County, shall retain jurisdiction over this matter for a period of 180 days following the Effective Date (i.e., through May 19, 2025) for the sole purpose of enforcing the terms of the Settlement Agreement, including, without limitation, the entry of a consent judgment against TSL and Aegean Fortuna in the event of a payment default pursuant to Section 7.3 of the Settlement Agreement. As of the date of this letter, we have not yet received the so-ordered copy of the Retention Stipulation from chambers, but we expect it to be entered imminently.
2.4 Stipulation of discontinuance
The Proposed Stipulation of discontinuance With Prejudice has been prepared by C&H and reviewed by Hargrove, Delacroix & Stern LLP. The stipulation provides for the discontinuance with prejudice of the entire action, including all claims asserted in Northwind's Complaint and Amended Complaint and all counterclaims asserted by TSL, with each party to bear its own costs and attorneys' fees. The stipulation is ready for filing and will be submitted to Justice Chen for so-ordering within 10 business days of the final settlement payment (Payment 3, due within 150 days of the Effective Date, or approximately April 19, 2025).
Upon filing and so-ordering of the Stipulation of discontinuance With Prejudice, the action captioned Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, will be discontinued with prejudice, and the matter will be concluded for all purposes.
3. Insurance and Lender Notifications — Confirmation of Compliance
We confirm that all required notifications to TSL's insurers and lenders have been made in connection with the settlement. The status of each notification is summarized below.
3.1 Oceanus Mutual Protection & Indemnity Club
The Oceanus Mutual Protection & Indemnity Club ("Oceanus") was notified of the claim and TSL's request for a $2,500,000 settlement contribution by letter dated October 31, 2024, addressed to David Okafor, Claims Handler, at Oceanus's London office. The notice included a detailed summary of the litigation, the mediation posture, and the basis for TSL's request for P&I coverage of a portion of the settlement amount.
Upon execution of the Settlement Agreement on November 20, 2024, the execution version was transmitted to Oceanus for review by its Board of Directors. On November 22, 2024, the Oceanus Board approved the $2,500,000 contribution under Policy No. OCE-P&I-2020-TSL-0047. Written confirmation of the Board's approval has been received and is on file with C&H. The Oceanus contribution will be coordinated with TSL's corporate payments in accordance with the payment schedule described in Section 1.1 above, and we recommend that TSL's CFO, Elena Papadimitriou, liaise directly with Oceanus to confirm the allocation and timing of the P&I Club's payments across the three installments.
3.2 Fortis Marine Underwriters Ltd.
Notice of the settlement and reservation of subrogation rights was sent to Catherine Allsworth, Underwriter, at Fortis Marine Underwriters Ltd. ("Fortis"), on November 21, 2024. The notice confirmed that the terms of the Settlement Agreement do not impair, waive, or otherwise prejudice any subrogation rights that Fortis may hold under Hull and Machinery Policy No. FMU-HM-2020-4892. Fortis has acknowledged receipt of the notice. No further action is required with respect to Fortis at this time.
3.3 Meridian Capital Bank AG
On November 22, 2024, notice of the material litigation settlement was sent to Lukas Brandt, Relationship Manager, at Meridian Capital Bank AG ("Meridian"), in Glenrock Assurance, pursuant to Section 8.14 of the Credit Agreement dated April 1, 2019 between TSL and Meridian (the "Credit Agreement"). Section 8.14 requires TSL to provide prompt written notice to Meridian of any material litigation settlement in excess of $5,000,000. The $7,850,000 settlement amount exceeds the $5,000,000 notification threshold, and TSL's obligation to provide such notice has been satisfied.
We note, however, that TSL should continue to monitor its compliance with other financial and operational covenants under the Meridian credit facility — a $340,000,000 secured revolving credit and term loan facility secured by, among other things, first-priority vessel mortgages on certain vessels in the TSL fleet. In particular, the settlement payments may implicate certain financial ratio covenants, minimum liquidity requirements, and restrictions on non-ordinary-course expenditures. C&H prepared an internal compliance analysis dated November 18, 2024, which was shared with Mr. Theodorakis and Ms. Papadimitriou, identifying the specific covenants that may be affected by the timing and amount of the settlement payments. We recommend that TSL's in-house legal and finance teams review that analysis carefully and consult with C&H or other counsel as needed to ensure continued covenant compliance throughout the payment period.
3.4 Castellan Professional Liability Insurers Ltd.
Notice of claim resolution was sent to Castellan Professional Liability Insurers Ltd. ("Castellan") at its Dublin office on November 25, 2024. The notice confirmed that the litigation has been resolved by settlement and that no claims were asserted against any TSL director or officer in their individual capacity. Based on the outcome of the matter and the terms of the Settlement Agreement, no D&O claim against TSL's directors or officers is anticipated, and no further action is required with respect to Castellan at this time.
4. Outstanding Action Items
Although the Settlement Agreement has been executed and the Court has been notified, several important action items remain before the matter can be formally closed. We set forth each item below with recommended next steps.
4.1 Settlement Payments
The most critical outstanding obligation is the timely funding of the three settlement installments. As noted above, the payment schedule requires TSL and Oceanus to deposit a total of $7,850,000 into escrow with Atlantic Fiduciary Trust Company according to the following deadlines:
• Payment 1 ($4,000,000): Due by December 20, 2024
• Payment 2 ($2,000,000): Due by February 18, 2025
• Payment 3 ($1,850,000): Due by April 19, 2025
We strongly recommend that TSL and Oceanus coordinate promptly to confirm the allocation and timing of the $2,500,000 P&I Club contribution across the three payments. Elena Papadimitriou, as CFO, is the appropriate person to lead this coordination. Once the allocation has been agreed upon with Oceanus, TSL's treasury department should arrange wire transfer instructions with AFTC and ensure that Payment 1 is funded no later than December 18, 2024, to allow for processing time and to avoid any risk of default.
We remind TSL that the consequences of a payment default are severe. As described in Section 1.3(e) above, failure to make any payment when due will entitle Northwind to enter a consent judgment against TSL and Aegean Fortuna for the entire unpaid balance, together with interest at the rate of 9% per annum from the date of default, pursuant to Section 7.3 of the Settlement Agreement and the Stipulation and Order Retaining Jurisdiction. There is no cure period in the Settlement Agreement. Accordingly, strict compliance with the payment deadlines is essential.
4.2 Return/Destruction of discovery Materials
Under the Settlement Agreement, all discovery materials produced or received during the course of the litigation must be returned to the producing party or destroyed within 60 days of the final settlement payment (Payment 3). Assuming Payment 3 is made on or about April 19, 2025, the deadline for return or destruction of discovery materials would be approximately June 18, 2025.
We recommend that TSL begin identifying and segregating all documents, electronically stored information, and other materials produced or received during discovery — a process that spanned from approximately January 2024 through August 2024. This includes both hard-copy documents and electronic files stored on TSL's internal servers, e-mail systems, and any other repositories.
Calderwood & Harkness will coordinate with Lighthouse Data Analytics Inc. ("Lighthouse"), the e-discovery vendor retained in this matter, regarding the destruction of all hosted data on Lighthouse's platform and the issuance of a formal certificate of destruction. Lighthouse's contact information is as follows:
Lighthouse Data Analytics Inc. 200 Park Avenue South, 14th Floor New York, NY 10003
TSL's internal IT department should coordinate with C&H on the destruction of any locally held copies of produced documents, including any copies that may have been downloaded to individual workstations, shared drives, or portable storage media. Upon completion of the return and destruction process, C&H will provide a written confirmation to Hargrove, Delacroix & Stern LLP certifying compliance with the discovery material provisions of the Settlement Agreement.
4.3 Lifting of Litigation Hold
On October 18, 2023, C&H issued a litigation hold notice to TSL directing the preservation of all documents and electronically stored information related to the M/V Aegean Fortuna charter-party (Ref. No. NW-TSL-CP-2020-1203), the three mechanical incidents that occurred during the charter period (the turbocharger failure in the Arabian Sea, the crane malfunction in Richards Bay, and the ballast system malfunction off the coast of Mozambique), the Maputo deviation, and all communications with Northwind and its agents and representatives. The litigation hold remains in effect as of the date of this letter.
The litigation hold may be lifted upon the completion of all settlement obligations and the filing and so-ordering of the Stipulation of discontinuance With Prejudice. At that time, C&H will issue a formal litigation hold release notice to TSL, which will authorize TSL to resume its ordinary document retention and destruction practices with respect to the categories of documents subject to the hold.
Until the litigation hold release notice has been issued, TSL should continue to preserve all relevant documents in accordance with the original litigation hold directive. Premature destruction of documents could give rise to spoliation concerns in the event that any dispute arises regarding the implementation of the settlement.
4.4 Stipulation of discontinuance Filing
As described in Section 2.4 above, the Proposed Stipulation of discontinuance With Prejudice has been prepared and is ready for filing. C&H will file the Stipulation of discontinuance within 10 business days of confirmation that the final settlement payment (Payment 3) has been deposited into the AFTC escrow account and released to Northwind.
TSL should promptly notify C&H upon making each settlement payment so that we can track compliance with the payment schedule and prepare for the timely filing of the Stipulation of discontinuance. We recommend that TSL provide C&H with copies of all wire transfer confirmations and any related correspondence with AFTC upon the completion of each payment.
5. Summary of Fees and Costs
5.1 Legal Fees
The total Calderwood & Harkness legal fees billed through the settlement of this matter are $2,147,625. This amount is within the estimated range of approximately $2,180,000 that was discussed with TSL at the outset of the engagement and subsequently updated during the course of the litigation. The billing rates for the C&H professionals who worked on this matter were as follows:
Detailed time records and invoices have been provided to TSL on a monthly basis throughout the engagement. We are pleased that the total fees came in slightly below the original estimate, reflecting the efficient resolution of the matter through mediation rather than a full trial.
5.2 Costs and Disbursements
The total costs and disbursements billed in connection with this matter are $638,920, against the original estimate of approximately $645,000. The major cost components are as follows:
The total costs came in under the original estimate, primarily because certain e-discovery costs from Lighthouse Data Analytics came in below the projected amounts. Final invoices from C&H for any remaining unbilled time and costs will be transmitted to TSL under separate cover.
5.3 Greek Local Counsel
As TSL is aware, Konstantinou & Rizos Law Offices served as Greek local counsel in this matter, providing advice on Greek corporate authority and governance matters, board resolutions authorizing the settlement, and Hellenic maritime regulatory issues. Konstantinou & Rizos's contact information is as follows:
Konstantinou & Rizos Law Offices 15 Vasilissis Sofias Avenue Athens 106 74, Greece Lead Partner: Dimitrios Konstantinou
Konstantinou & Rizos's fees were billed separately and directly to TSL and are not included in the C&H fee and cost figures set forth above.
6. Key Takeaways and Case Outcome Summary
We believe it is useful, in connection with this final report, to provide a brief summary of the litigation and the considerations that informed the settlement.
The matter originated with Northwind's complaint, filed on October 2, 2023, alleging breach of the time charter-party (NYPE 2015 form, as amended) for the M/V Aegean Fortuna (IMO 9847231, Liberian flag, Supramax dry bulk carrier, 58,200 DWT, classified by Global Maritime Classification Bureau). The charter-party was executed on December 3, 2020, for a charter period running from January 15, 2021 through January 14, 2024. Northwind claimed total damages of $18,300,000 across nine categories, including:
• Off-hire deductions arising from the three mechanical incidents;
• Liquidated damages under Clause 28 of the charter-party;
• Substitute charter costs incurred by Northwind during periods of off-hire;
• Cargo damage claims totaling $3,420,000, arising from iron ore oxidation caused by the ballast system malfunction;
• Demurrage and dead freight claims totaling $1,230,000, arising from the missed Qingdao laycan;
• Third-party shipper claims totaling $5,634,400, for which Northwind sought indemnification from TSL; and
• Various other categories of consequential and incidental damages.
TSL's defense strategy, developed and executed by C&H, included several key components that significantly improved TSL's litigation position and ultimately drove the settlement to a favorable range:
(i) Partial Motion to Dismiss. TSL's motion to dismiss, filed in early 2024, resulted in the dismissal of Count V of Northwind's Amended Complaint (tortious interference with prospective business relations) and the narrowing of Count III (breach of the implied warranty of seaworthiness) by order of Justice Chen dated March 8, 2024. This was a significant early victory that reduced Northwind's exposure on the pleadings.
(ii) Meritorious Defenses. TSL advanced strong defenses on the merits, including: (a) the latent defect defense for the first mechanical incident (turbocharger failure), supported by the expert testimony of Dr. Henrik Sørensen, who concluded that the turbocharger failure was attributable to a manufacturing defect not discoverable through the exercise of due diligence; (b) the charterer-causation defense for the second mechanical incident (crane malfunction in Richards Bay), based on evidence that Northwind's cargo surveyors overloaded the vessel's cranes in violation of the safe working load limits; and (c) the Master's discretion defense for the Maputo deviation, which was undertaken to address an emerging safety concern with the vessel's ballast system.
(iii) Motion for Partial Summary Judgment. TSL's pending motion for partial summary judgment, filed September 20, 2024, advanced two important arguments: first, that the liquidated damages provision in Clause 28 of the charter-party imposed a single aggregate cap of $4,500,000 for the entire charter period (rather than a per-incident cap, as Northwind contended); and second, that the Maputo deviation was justified under the Master's authority and did not constitute a breach of the charter-party. While the motion was withdrawn as part of the settlement, it served as significant leverage in the mediation discussions.
(iv) Counterclaim. TSL's counterclaim for $1,620,000 in unpaid hire payments — withheld by Northwind as an offset against its claimed damages — provided additional leverage and was released as part of the global settlement only after being factored into the overall valuation.
The two-day mediation conducted on October 28–29, 2024 before the Honorable Gerald K. Fitzpatrick (Ret.) at Bayside Dispute Resolution Services LLC resulted in the settlement at $7,850,000. This figure represents approximately 43% of Northwind's total claimed damages of $18,300,000 and reflects a significant reduction from Northwind's initial pre-mediation demand. The settlement amount was within the $6,500,000 to $9,000,000 range recommended by C&H based on its risk assessment and was within the authority granted to C&H by the TSL Board of Directors' resolution dated October 18, 2024, which authorized settlement of the matter for an amount not to exceed $8,500,000.
In our professional judgment, this settlement represents a favorable outcome for TSL. It eliminates the risk of an adverse judgment at trial — which, based on our assessment, could have resulted in exposure in the range of $10,000,000 to $14,000,000 — while also avoiding the substantial additional legal fees and expert costs that would have been incurred through a trial expected to last three to four weeks.
7. Matter Closing
C&H Matter No. 1044-00006 will be formally closed upon the satisfaction of all of the following conditions:
(a) Confirmation that all three settlement payments have been deposited into the Atlantic Fiduciary Trust Company escrow account and released to Northwind in accordance with the payment schedule set forth in the Settlement Agreement;
(b) Filing and so-ordering of the Stipulation of discontinuance With Prejudice by Justice Lorraine K. Chen;
(c) Completion of the return or destruction of all discovery materials and issuance of the written confirmation of compliance to Hargrove, Delacroix & Stern LLP; and
(d) Issuance of the formal litigation hold release notice to TSL.
Until such closure conditions are satisfied, C&H will remain available to address any questions, issues, or contingencies that may arise in connection with the implementation of the settlement, including coordination of settlement payments, communication with opposing counsel, interaction with the Court, and oversight of the discovery material return/destruction process. We do not anticipate that significant additional attorney time will be required for these remaining tasks, but we will of course keep TSL informed in the event that any unanticipated issues arise.
We recommend that TSL designate a single point of contact for the coordination of all remaining action items in connection with the settlement implementation and matter closing. Given his familiarity with the matter and his role as General Counsel, we suggest that Markos Theodorakis serve in this capacity, with Elena Papadimitriou as the primary contact for payment-related matters.
8. Expression of Appreciation and Closing Remarks
On behalf of the entire Calderwood & Harkness team, we wish to express our sincere gratitude to Alexandros Stavridis, Markos Theodorakis, Elena Papadimitriou, and the broader TSL team for their cooperation, trust, and responsiveness throughout this engagement. This was a complex, high-stakes international commercial dispute, and the successful resolution achieved here is a testament to the collaborative working relationship between TSL and C&H.
We also wish to acknowledge the invaluable contributions of Captain Nikolaos Giannopoulos, Master of the M/V Aegean Fortuna, and Chief Engineer Petros Vlahos, who provided critical testimony and detailed technical information regarding the vessel's operations, the mechanical incidents, and the Maputo deviation. Their professionalism and thoroughness were instrumental in building the factual foundation for TSL's defense and significantly strengthened our position both in discovery and at the mediation.
As always, Calderwood & Harkness stands ready to assist Thalassa Shipping & Logistics SA with any future matters, whether in the area of maritime litigation, commercial disputes, corporate transactions, or regulatory compliance. We value our relationship with TSL and look forward to continuing to serve as a trusted legal advisor.
Finally, please be advised that C&H will retain the complete matter file for this engagement in accordance with the firm's document retention policies, which are available upon request. Should TSL require access to any portion of the file at any time, please do not hesitate to contact us.
•
We trust that this letter provides a comprehensive summary of the current status of the matter and the steps required to bring it to a final close. Should you have any questions regarding any of the matters discussed herein, or if you require any additional information, please do not hesitate to contact either of us at your convenience.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Carmichael Partner Direct Dial: (212) 555-8412 E-Mail: dcarmichael@calderwoodharkness.com
By: ________
Francesca Morano Partner Direct Dial: (212) 555-8437 E-Mail: fmorano@calderwoodharkness.com
cc (via e-mail):
Elena Papadimitriou, Chief Financial Officer, Thalassa Shipping & Logistics SA
Carlos Espinoza, Calderwood & Harkness LLP
Hannah Brinkley, Calderwood & Harkness LLP
Dimitrios Konstantinou, Konstantinou & Rizos Law Offices (Greek local counsel)
Payment | Amount | Due Date | Deadline
Payment 1 | $4,000,000 | Within 30 days of the Effective Date | December 20, 2024
Payment 2 | $2,000,000 | Within 90 days of the Effective Date | February 18, 2025
Payment 3 | $1,850,000 | Within 150 days of the Effective Date | April 19, 2025
Attorney | Role | Hourly Rate
Douglas Carmichael | Partner | $1,450/hour
Francesca Morano | Partner | $1,350/hour
Carlos Espinoza | Senior Associate | $950/hour
Hannah Brinkley | Associate | $725/hour
Vendor / Category | Amount
Dr. Henrik Sørensen / Nordic Maritime Consulting Group ApS (maritime engineering expert) | $285,000
Dr. Constance Albright / Clearwater Economics LLC (damages expert) | $210,000
Lighthouse Data Analytics Inc. (e-discovery hosting, processing, and review platform) | $143,920
Travel and miscellaneous disbursements | Balance
Total | $638,920

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