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

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MEMORANDUM

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Douglas Carmichael, Responsible Partner, Litigation (General)

FROM: Francesca Morano, Billing Partner, Litigation (General) Carlos Espinoza, Lead Associate, Litigation (General)

DATE: October 14, 2023

RE: Conflict Check — Proposed Representation of Thalassa Shipping & Logistics SA in 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

C&H MATTER NO.: 1044-00006 (proposed)

I. Purpose and Summary of Conclusion

This memorandum documents the results of the conflicts analysis conducted by the undersigned in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Thalassa Shipping & Logistics SA ("Thalassa" or "TSL"), a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its principal offices and headquarters located at 42 Akti Miaouli, Piraeus 185 38, Greece, in the defense of a charter-party breach action filed on October 2, 2023, by Northwind Maritime Corporation ("Northwind") in the Supreme Court of the State of New York, New York County, Commercial Division, under Index No. 655421/2023. In addition to representing TSL as the named defendant, C&H would also represent the co-defendant in the action, Aegean Fortuna Shipholding Ltd. ("Aegean Fortuna"), a wholly owned Liberian subsidiary of TSL, registered at 80 Broad Street, Monrovia, Liberia, Liberian Registration No. LR-C-20167845. Aegean Fortuna is the registered owner of the vessel at the center of the dispute, the M/V Aegean Fortuna (IMO 9847231).

The request for engagement was received from Markos Theodorakis, General Counsel of Thalassa Shipping & Logistics SA, on or about October 10, 2023, via email to Douglas Carmichael, followed by a telephone conference on October 11, 2023. Mr. Theodorakis was referred to C&H by Konstantinou & Rizos Law Offices in Athens, who are expected to serve as Greek local counsel under C&H's direction.

As set forth in detail below, a comprehensive conflicts search was performed using the Firm's New Business Intake and Conflicts System ("NBICS") and supplemented by manual reviews and cross-references. Searches were conducted against all parties to the litigation, all known affiliates and subsidiaries, all identified principals and key personnel, opposing counsel and their individual attorneys, sub-charterers, insurers, lenders, auditors, and other entities with a material relationship to the proposed engagement.

Summary Conclusion: No disqualifying conflicts have been identified. The proposed representation of Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd. may proceed, subject to the observations and monitoring recommendations noted herein regarding Meridian Capital Bank AG ("Meridian"), which is an existing C&H client in two unrelated finance and regulatory matters and also serves as TSL's primary lender. The details of the Meridian relationship and the recommended monitoring protocol are set forth in Section IV.E below. A notation regarding a prior closed engagement for Eastbourne Bulk Carriers Ltd., a non-party sub-charterer, is also discussed in Section IV.D.

II. Description of the Proposed Engagement

A. Nature of the Action

The proposed engagement involves C&H's defense of TSL and Aegean Fortuna in a breach of charter-party claim brought by Northwind Maritime Corporation. The action was commenced by the filing of a verified complaint on October 2, 2023, in the Supreme Court of the State of New York, New York County, Commercial Division, under Index No. 655421/2023. The matter has been assigned to the Honorable Lorraine K. Chen, Justice of the Supreme Court, Part 49, located at 60 Centre Street, New York, NY 10007. No preliminary conference date has yet been set as of the date of this memorandum.

B. The Charter-Party

The dispute arises out of a 36-month time charter-party executed on a NYPE 2015 form, as amended by Riders A through D attached thereto (the "Charter-Party"), dated December 3, 2020, bearing Charter-Party Reference No. NW-TSL-CP-2020-1203. The Charter-Party governs the time charter of the M/V Aegean Fortuna, an IMO-registered Supramax dry bulk carrier (IMO 9847231), with a deadweight tonnage of 58,200 DWT, flying the Liberian flag, and classified by the Global Maritime Classification Bureau ("GMCB"). The vessel is registered in the ownership of Aegean Fortuna Shipholding Ltd., the co-defendant and TSL's wholly owned subsidiary.

The Charter-Party provided for a charter period commencing January 15, 2021, and running through January 14, 2024, at a daily hire rate of $14,750 per day. The total charter value over the 36-month term was approximately $16,166,000, calculated on the basis of 1,095 days of hire. Under the Charter-Party, TSL (through its subsidiary Aegean Fortuna as owner) was responsible for maintaining the vessel in a seaworthy condition and ensuring that the vessel met applicable classification and regulatory standards throughout the charter period.

C. Northwind's Claims

Northwind's complaint alleges that TSL and Aegean Fortuna breached their maintenance and seaworthiness obligations under the Charter-Party by failing to address mechanical deficiencies in the vessel's cargo hold ventilation systems and ballast water treatment equipment, which Northwind alleges led to cargo damage and delays during voyages in the third and fourth quarters of 2022. Northwind further alleges that TSL authorized or directed an unauthorized route deviation of the M/V Aegean Fortuna during a laden voyage from the Port of Santos, Brazil, to the Port of Qingdao, China, in November 2022, resulting in additional delay and increased bunker fuel costs.

Northwind asserts claims for breach of contract and seeks damages in the approximate amount of $18,300,000, comprised of alleged cargo damage claims passed through from cargo interests, lost sub-charter hire revenue, additional bunker costs, off-hire periods, and consequential damages.

D. TSL's Anticipated Defenses and Counterclaim

TSL intends to assert several affirmative defenses to Northwind's claims, including but not limited to: (i) that the mechanical issues with the cargo hold ventilation systems constituted latent defects not discoverable through the exercise of due diligence, relieving TSL of liability under the Charter-Party and applicable maritime law; (ii) that Northwind, as charterer, caused or contributed to the alleged deficiencies through its own improper cargo loading and stowage practices; (iii) that the Inter-Club New York Produce Exchange Agreement (the "Inter-Club Agreement") governs the apportionment of cargo claims between owner and charterer; (iv) that Northwind failed to mitigate its damages by unreasonably refusing substitute tonnage offered by TSL during the off-hire periods; and (v) that the Charter-Party contains a liquidated damages cap (Rider C, Clause 42) that limits TSL's exposure for any breach related to maintenance and seaworthiness to an aggregate of $4,500,000.

In addition, TSL intends to file a counterclaim against Northwind for approximately $1,620,000 in unpaid hire that Northwind withheld for the period of October 1, 2022, through December 31, 2022 (92 days at $14,750/day, totaling $1,357,000, plus interest and late payment penalties under the Charter-Party of approximately $263,000). TSL contends that Northwind's withholding of hire was unauthorized and constituted a breach of the Charter-Party's payment provisions.

E. Opposing Counsel

Northwind is represented by Hargrove, Delacroix & Stern LLP ("HD&S"), with offices at 600 Lexington Avenue, 28th Floor, New York, NY 10022. The lead partner on the matter is Margaret Delacroix. The senior associate is Jason Trumbull, and the working associate is Priya Mehta. HD&S is a well-established New York litigation firm with a recognized shipping and maritime practice.

III. Conflicts Search Methodology

A. Systems and Databases

All conflicts searches were conducted on October 12 and October 13, 2023, utilizing C&H's New Business Intake and Conflicts System ("NBICS"), the Firm's centralized conflicts database. NBICS maintains records of all current and former client engagements, adverse parties, related entities, individual principals and contacts, and all associated attorneys and staff. The database is updated on a continuous basis and reflects all matters opened or closed through the date of the search.

B. Entities, Individuals, and Variations Searched

The conflicts search was conducted against all variations of the following names and their known affiliates, subsidiaries, principals, and associated individuals:

Parties and Affiliates:

1. Thalassa Shipping & Logistics SA — including variations: "TSL," "Thalassa Shipping," "Thalassa S.A.," and Greek-language transliterations (Θάλασσα Ναυτιλιακή & Εφοδιαστική ΑΕ). Greek Tax ID (AFM) 998342671 was also cross-referenced.

2. Aegean Fortuna Shipholding Ltd. — including variations: "Aegean Fortuna," "AFSL." Liberian Registration No. LR-C-20167845 was also cross-referenced.

3. Northwind Maritime Corporation — including variations: "Northwind," "Northwind Maritime," "Northwind Maritime Corp." Marshall Islands Entity No. MI-94827 was also cross-referenced.

4. Eastbourne Bulk Carriers Ltd. — the sub-charterer to whom Northwind sub-chartered the M/V Aegean Fortuna, identified from the complaint and pre-engagement materials.

Individual Principals and Key Personnel:

5. Alexandros Stavridis — Chairman and Chief Executive Officer, TSL.

6. Elena Papadimitriou — Chief Financial Officer, TSL.

7. Markos Theodorakis — General Counsel, TSL.

8. Viktor Lindgren — President and Managing Director, Northwind.

9. Sandra Chow — Chief Financial Officer, Northwind.

10. Richard Hartnett — General Counsel, Northwind.

Lenders, Insurers, and Service Providers:

11. Meridian Capital Bank AG — TSL's primary lender, with principal offices at Ballindamm 40, 20095 Hamburg, Germany.

12. Oceanus Mutual Protection & Indemnity Club — TSL's P&I insurer, domiciled in Bermuda.

13. Fortis Marine Underwriters Ltd. — TSL's hull and machinery insurer, domiciled in London.

14. Castellan Professional Liability Insurers Ltd. — TSL's directors and officers liability insurer, domiciled in Dublin.

15. Lysander & Associates, Chartered Accountants — TSL's external auditor, with offices at 8 Stadiou Street, Athens 105 64, Greece.

16. Global Maritime Classification Bureau (GMCB) — the classification society for the M/V Aegean Fortuna.

Opposing Counsel:

17. Hargrove, Delacroix & Stern LLP — Northwind's counsel of record.

18. Margaret Delacroix — lead partner at HD&S.

19. Jason Trumbull — senior associate at HD&S.

20. Priya Mehta — associate at HD&S.

C. Additional Cross-References and Manual Reviews

In addition to the NBICS searches described above, the following supplemental procedures were performed:

• Cross-references were run against all current C&H client matters in the Litigation (General), Litigation (Maritime), Corporate, Finance, and Maritime/Shipping practice groups. These cross-references were designed to identify any current matter in which any of the searched entities or individuals appears as a client, adverse party, affiliate, third party, or witness.

• A manual review was conducted of the lateral hire files for all attorneys who have joined C&H within the past 24 months, to determine whether any such attorney has prior professional involvement in matters for or adverse to any of the above entities or individuals. This review covered the representations disclosed by each lateral hire at the time of onboarding, including all matters listed on their respective pre-clearance questionnaires.

• Northwind's registered agent, marshall Islands Maritime Registrars Inc., Trust Company Complex, Ajeltake Road, Majuro, MH 96960, was separately searched in NBICS; no matches were identified.

• Northwind's principal office address at 1700 Harbor Gateway, Suite 500, Stamford, CT 06902 was searched in NBICS to identify any other entity at the same address; no matches were identified.

• Piraeus Global Agency Corp. (TSL's New York registered agent, located at 30 Broad Street, Suite 1410, New York, NY 10004) was separately searched; no matches were identified.

• Pacific Maritime Legal Associates (Northwind's marshall Islands counsel) was searched; no matches were identified.

• Konstantinou & Rizos Law Offices (proposed Greek local counsel for TSL) was searched; no matches were identified.

• Bayside Dispute Resolution Services LLC was searched; no matches were identified.

IV. Results of Conflicts Search

A. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd.

A thorough search of the NBICS database returned no results indicating any prior or current representation of Thalassa Shipping & Logistics SA, Aegean Fortuna Shipholding Ltd., or any other known affiliate or subsidiary of TSL by Calderwood & Harkness LLP. The search encompassed all name variations, the Greek Tax ID (AFM) 998342671, and the Liberian Registration No. LR-C-20167845 of Aegean Fortuna.

Additionally, no current or former C&H attorney has disclosed, in any onboarding, conflicts clearance, or matter intake process, any prior professional involvement with TSL, Aegean Fortuna, or any of TSL's identified principals, including Alexandros Stavridis (Chairman and CEO), Elena Papadimitriou (CFO), or Markos Theodorakis (General Counsel).

Conclusion: No conflict. TSL and Aegean Fortuna Shipholding Ltd. are new prospective clients with no prior relationship to the Firm. No existing or former client relationship creates a direct, imputed, or positional conflict with respect to the proposed representation.

B. Northwind Maritime Corporation

The NBICS database returned no results indicating any current or prior representation of Northwind Maritime Corporation by C&H. The search was conducted using all identified name variations, including "Northwind," "Northwind Maritime," and "Northwind Maritime Corp." The marshall Islands Entity No. MI-94827 was cross-referenced against the database; no matches were found.

Searches of the individual principals of Northwind — Viktor Lindgren (President and Managing Director), Sandra Chow (Chief Financial Officer), and Richard Hartnett (General Counsel) — produced no matches in the NBICS database. None of these individuals have been identified as clients, contacts, or principals in any current or former C&H matter.

The registered agent for Northwind, marshall Islands Maritime Registrars Inc., Trust Company Complex, Ajeltake Road, Majuro, MH 96960, was separately searched; no matches were identified. Northwind's principal office address at 1700 Harbor Gateway, Suite 500, Stamford, CT 06902 was also searched to determine whether any other C&H client or adverse party is located at the same address; no matches were found.

Conclusion: No conflict. Northwind Maritime Corporation is not a current or former client of Calderwood & Harkness LLP, and no professional, referral, or other relationship exists between C&H and Northwind or its principals that would preclude the Firm from undertaking an adverse representation.

C. Hargrove, Delacroix & Stern LLP (Opposing Counsel)

C&H has no existing co-counsel, referral, joint defense, or other professional relationship with Hargrove, Delacroix & Stern LLP that would create a conflict or impair the Firm's ability to represent TSL adversely to a client of HD&S in this proceeding.

Searches of the individual attorneys identified as the opposing counsel team — Margaret Delacroix (lead partner), Jason Trumbull (senior associate), and Priya Mehta (associate) — confirmed that none of these individuals is a former C&H attorney and that no prior co-counsel relationships with any of them have been recorded in the NBICS database. No fee-sharing, of-counsel, or referral arrangements with HD&S or any of its partners are reflected in the Firm's records.

Conclusion: No conflict arising from the identity of opposing counsel. C&H is free to litigate adversely to HD&S without constraint.

D. Eastbourne Bulk Carriers Ltd.

Eastbourne Bulk Carriers Ltd. ("Eastbourne") has been identified as the sub-charterer to whom Northwind sub-chartered the M/V Aegean Fortuna at a daily sub-charter rate of $17,200. Eastbourne is a limited company organized under the laws of England and Wales. Northwind's complaint includes a claim for lost sub-charter profit in the approximate amount of $166,600, calculated as the differential between the charter hire rate paid to TSL ($14,750/day) and the sub-charter hire rate received from Eastbourne ($17,200/day), multiplied by the number of off-hire days attributable to the alleged maintenance and seaworthiness breaches.

The NBICS search identified one prior matter involving Eastbourne Bulk Carriers Ltd. C&H's Corporate practice group provided advisory services to Eastbourne in connection with a fleet acquisition transaction in 2019, under C&H Matter No. 1044-00006. The responsible partner on the Eastbourne matter was Arthur Fielding, who has since retired from the Firm (effective January 2021). The matter was closed in June 2019, and the engagement letter governing the representation confirmed that the scope of C&H's engagement was limited to the specific fleet acquisition transaction and did not create any ongoing attorney-client relationship, retainer, or continuing advisory obligation.

The nature of the 2019 Eastbourne engagement was purely transactional — C&H advised Eastbourne on the acquisition of two Handymax dry bulk carriers from a third-party seller. The engagement did not involve any litigation, dispute resolution, charter-party matters, or any issues relating to Northwind, TSL, the M/V Aegean Fortuna, or any of the parties, vessels, or transactions at issue in the current action.

At present, Eastbourne is not a named party to the Northwind litigation. However, Eastbourne's interests may be tangentially implicated by the proceeding, as Eastbourne's sub-charter records, communications with Northwind, and testimony regarding the sub-charter arrangement may be relevant to the assessment of Northwind's damages, particularly the lost sub-charter profit component of Northwind's claim. It is possible that discovery in the action will encompass Eastbourne's documents and that an Eastbourne representative may be called as a witness.

This situation has been evaluated under New York Rules of Professional Conduct Rule 1.9, which governs a lawyer's duties to former clients. Rule 1.9(a) provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. Here, the proposed representation of TSL is not in the "same or substantially related matter" as the 2019 fleet acquisition advisory engagement for Eastbourne. The two matters involve entirely different transactions, parties, legal issues, and time periods. No confidential information obtained during the course of the Eastbourne engagement is relevant to, or could be used in connection with, the charter-party dispute between TSL and Northwind.

Conclusion: No disqualifying conflict. The prior Eastbourne engagement was transactional in nature, was concluded over four years ago, and is factually and legally unrelated to the current litigation. No confidential information from the prior Eastbourne representation bears on the issues in this case. No consent from Eastbourne is required under Rule 1.9. However, as a matter of prudent practice, should Eastbourne become a party to the action — whether through a third-party claim, intervention, or otherwise — or should a discovery dispute arise that directly implicates C&H's prior Eastbourne work product, the conflicts analysis should be promptly revisited and updated. The closed Eastbourne matter (No. 1044-00006) should be noted in the engagement file for the TSL matter.

E. Meridian Capital Bank AG

Meridian Capital Bank AG ("Meridian") is TSL's primary lender. TSL maintains a credit facility with Meridian in the aggregate principal amount of $340,000,000, secured by vessel mortgages on TSL's fleet, including the M/V Aegean Fortuna. The relationship manager for the TSL account at Meridian is Lukas Brandt. The governing credit agreement is dated April 1, 2019 (the "Credit Agreement"). Notably, Section 8.14 of the Credit Agreement imposes on TSL an obligation to notify Meridian of any material litigation settlement in excess of $5,000,000, which is relevant to TSL's obligations in the event the Northwind action is resolved by settlement within or above that threshold.

The NBICS search revealed that C&H's Finance practice group currently represents Meridian Capital Bank AG in two unrelated matters:

• Matter No. 1044-00006: C&H is representing Meridian in its capacity as agent bank in a syndicated lending transaction for a petrochemical company. This is an ongoing transactional matter. The lead partner is Rebecca Thornton of the Finance practice group. The matter involves documentation and negotiation of credit facilities for a borrower in the petrochemical sector and has no connection to shipping, maritime assets, TSL, Northwind, the M/V Aegean Fortuna, or any party or issue in the present litigation.

• Matter No. 1044-00006: C&H is providing regulatory advisory services to Meridian in connection with EU banking supervision compliance. This is an ongoing advisory matter. The lead partner is James Whitford of the Regulatory practice group. The matter involves analysis of Meridian's compliance with European Central Bank supervisory requirements and has no connection to shipping, maritime assets, TSL, Northwind, or any party or issue in the present litigation.

Neither of the two Meridian matters involves TSL, the M/V Aegean Fortuna, any shipping-related assets, or any party to the Northwind litigation. The subject matter of both Meridian engagements is entirely distinct from the subject matter of the proposed TSL representation.

Meridian is not a named party in the Northwind litigation, nor has Northwind identified Meridian as a potential party or witness in its complaint. Meridian's relationship to the matter is solely as TSL's lender — that is, Meridian occupies the position of a creditor whose interests are, at this stage, fundamentally aligned with those of TSL. Both Meridian and TSL share an interest in minimizing TSL's litigation exposure and preserving TSL's financial health and ability to service its credit facility obligations.

This situation has been analyzed under New York Rules of Professional Conduct Rule 1.7, which governs conflicts of interest involving current clients. Rule 1.7(a) provides that a lawyer shall not represent a client if a reasonable lawyer would conclude that (1) the representation will involve the lawyer in representing differing interests or (2) there is a significant risk that the lawyer's professional judgment on behalf of one client will be adversely affected by the lawyer's responsibilities to another client. At this time, the representation of TSL in defense of the Northwind action does not create any direct adversity to Meridian's interests. C&H is not being asked to take any position adverse to Meridian, nor does the defense of TSL in this charter-party dispute require C&H to act in a manner that would be inconsistent with its obligations to Meridian in the two unrelated matters.

However, a potential conflict scenario has been identified and should be monitored on an ongoing basis. Specifically, if the Northwind litigation were to result in a large adverse judgment or a substantial settlement that materially impacted TSL's financial condition and its ability to service the $340,000,000 Meridian credit facility, it is conceivable that Meridian could take enforcement action against TSL — for example, by declaring a default under the Credit Agreement, accelerating the outstanding indebtedness, or pursuing foreclosure on the vessel mortgages. In such a scenario, C&H's simultaneous representation of both TSL (as a borrower facing enforcement) and Meridian (as a lender taking enforcement action) could create a direct conflict of interest. At this stage, however, no such adversity exists or is reasonably foreseeable.

In assessing the foreseeability of this risk, we note the following financial context: the Northwind litigation involves a claim of approximately $18,300,000 in damages. TSL's annual revenue, as disclosed by Mr. Theodorakis during the pre-engagement conference, is approximately $612,000,000, and its EBITDA is approximately $98,000,000. The claimed damages of $18,300,000 represent approximately 3% of TSL's annual revenue and approximately 18.7% of its EBITDA. While the claim is not immaterial, a settlement or judgment within a reasonable range — particularly given the affirmative defenses available to TSL, including the liquidated damages cap of $4,500,000 — would not, standing alone, be expected to trigger a default or enforcement action under the Meridian credit facility. That said, the lender notification obligation under Section 8.14 of the Credit Agreement will need to be satisfied in the event a settlement is reached in excess of $5,000,000, and TSL's in-house counsel should be reminded of this obligation at the appropriate time.

Conclusion: No disqualifying conflict at this time. The representation of TSL in the Northwind action is not adverse to Meridian's interests, and no reasonable lawyer would conclude that C&H's professional judgment on behalf of either TSL or Meridian would be adversely affected by the dual representation. However, because Meridian is a current client of the Firm, the undersigned recommend the implementation of a monitoring protocol, as set forth in Section VII below, to ensure that any change in circumstances — particularly any material deterioration in TSL's financial condition or any escalation in the litigation exposure that could implicate the Meridian credit facility — is promptly identified and addressed. A formal ethical wall is not required at this time, but as a prophylactic measure, the teams working on the Meridian matters (led by partners Thornton and Whitford) should not have access to TSL litigation files, and vice versa, to prevent any inadvertent exchange of confidential client information. This monitoring recommendation should be noted in the engagement file for the TSL matter and communicated to the responsible partners on the Meridian matters.

F. Oceanus Mutual Protection & Indemnity Club

Oceanus Mutual Protection & Indemnity Club ("Oceanus P&I Club"), domiciled in Bermuda, provides protection and indemnity coverage to TSL under Policy No. OCE-P&I-2020-TSL-0047. The P&I coverage is potentially relevant to the Northwind litigation insofar as cargo damage claims and third-party liability arising from the alleged seaworthiness breaches may fall within the scope of coverage.

The NBICS search returned no results indicating any current or prior representation of Oceanus P&I Club by C&H. No C&H attorney has disclosed any prior professional involvement with Oceanus in any capacity.

Conclusion: No conflict. C&H has no relationship with Oceanus P&I Club that would create any conflict with respect to the proposed representation of TSL.

G. Fortis Marine Underwriters Ltd.

Fortis Marine Underwriters Ltd. ("Fortis Marine"), domiciled in London, underwrites TSL's hull and machinery insurance under Policy No. FMU-HM-2020-4892. The named underwriter on the policy is Catherine Allsworth. Fortis Marine's coverage extends to physical damage to the M/V Aegean Fortuna and may be implicated by the maintenance and seaworthiness issues raised in the Northwind complaint.

The NBICS search returned no results indicating any current or prior representation of Fortis Marine by C&H. Fortis Marine's subrogation rights may be implicated by the outcome of the Northwind litigation, particularly if the litigation results in a determination regarding the cause and responsibility for any physical damage to the vessel. However, Fortis Marine is not a party to the action, and no adversity between C&H's proposed client (TSL) and Fortis Marine is present or reasonably anticipated. TSL and Fortis Marine share an aligned interest in defending against the maintenance and seaworthiness claims.

Conclusion: No conflict. C&H has no relationship with Fortis Marine that would create any conflict with respect to the proposed representation of TSL.

H. Castellan Professional Liability Insurers Ltd.

Castellan Professional Liability Insurers Ltd. ("Castellan"), domiciled in Dublin, provides directors and officers liability insurance to TSL and its affiliated entities, covering the personal liability of TSL's directors and officers in connection with their corporate roles.

The NBICS search returned no results indicating any current or prior representation of Castellan by C&H. The D&O coverage is not expected to be directly implicated by the Northwind litigation, which involves contractual claims against the corporate entities rather than claims against individual directors or officers.

Conclusion: No conflict.

I. Lysander & Associates, Chartered Accountants

Lysander & Associates, Chartered Accountants ("Lysander"), is TSL's external auditor, with offices at 8 Stadiou Street, Athens 105 64, Greece. Lysander's audit work product, including TSL's audited financial statements, may be relevant to damages calculations and financial disclosures in the Northwind litigation.

The NBICS search returned no results indicating any current or prior representation of Lysander by C&H.

Conclusion: No conflict.

J. Global Maritime Classification Bureau (GMCB)

The Global Maritime Classification Bureau ("GMCB") is the classification society responsible for surveying and certifying the M/V Aegean Fortuna. GMCB's classification records, survey reports, and condition of class notations may be central to the dispute over the vessel's seaworthiness and maintenance condition during the charter period. GMCB representatives may also be called as witnesses in the proceeding.

The NBICS search returned no results indicating any current or prior representation of GMCB by C&H.

Conclusion: No conflict.

K. Other Searched Entities — No Matches

The following additional entities and individuals were searched in the NBICS database as part of the comprehensive conflicts review. No matches were identified for any of these entries:

• Piraeus Global Agency Corp. (TSL's New York registered agent, 30 Broad Street, Suite 1410, New York, NY 10004): No matches.

• Pacific Maritime Legal Associates (Northwind's marshall Islands counsel): No matches.

• Konstantinou & Rizos Law Offices (proposed Greek local counsel for TSL): No matches. It is noted that Konstantinou & Rizos will be engaged as co-counsel under C&H's direction to handle any Greek-law aspects of the representation, including potential document collection from TSL's Piraeus headquarters and liaison with Greek regulatory authorities as needed.

• Bayside Dispute Resolution Services LLC: No matches.

• All individual principals and potential witnesses who were searched and not already discussed in the foregoing subsections produced no hits in the NBICS database. This includes vessel crew members, classification surveyors, and port agents whose names were provided in the pre-engagement materials.

V. Lateral Hire Review

A review was conducted of the lateral attorney files for all attorneys who have joined C&H within the past 24 months, with particular focus on any attorney currently assigned or proposed to be assigned to the TSL matter team. The review was designed to identify any prior professional involvement with any party, entity, or individual identified in this memorandum — whether as a client, adverse party, or witness — during such attorney's tenure at a prior firm.

The proposed matter team consists of Douglas Carmichael (Responsible Partner), Francesca Morano (Billing Partner), Carlos Espinoza (Lead Associate), and Hannah Brinkley (Working Associate). Of these attorneys, Mr. Carmichael and Ms. Morano are long-tenured C&H partners, and Mr. Espinoza joined the Firm as a first-year associate and has not practiced elsewhere.

Hannah Brinkley joined C&H in September 2022 as a lateral associate from another New York-based litigation firm. Ms. Brinkley's pre-clearance questionnaire, which was reviewed as part of this conflicts analysis, disclosed her prior firm representations in detail. No overlap was identified between Ms. Brinkley's prior matters and any party, entity, or individual involved in the Northwind litigation or the broader TSL engagement. Ms. Brinkley has confirmed that she has no prior professional or personal relationship with any person or entity identified in this memorandum.

No other member of the Litigation (General) practice group who may become involved in the TSL matter has prior professional involvement with any of the searched entities.

VI. Proposed Staffing

The following attorneys are proposed to staff the TSL matter:

No staffing conflicts have been identified with respect to any of the above-listed attorneys. None of the proposed team members has any current or former relationship with any party, entity, or individual involved in the Northwind litigation, as confirmed by the NBICS search and the lateral hire review described above.

VII. Recommendations and Conditions

Based on the foregoing conflicts analysis, the undersigned make the following recommendations:

1. Clearance to Proceed. The proposed representation of Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd. is cleared from a conflicts perspective. No disqualifying conflict has been identified under the New York Rules of Professional Conduct or C&H's internal conflicts policies. The Firm may proceed with the engagement, subject to the conditions set forth below.

2. Meridian Capital Bank AG — Monitoring Protocol. Given C&H's ongoing representation of Meridian Capital Bank AG in two unrelated matters (Matter No. 1044-00006, led by Rebecca Thornton, Finance; and Matter No. 1044-00006, led by James Whitford, Regulatory), the following monitoring protocol shall be implemented for the duration of the TSL engagement:

(a) Information Barriers. Although a formal ethical wall is not required at this time, as a prophylactic measure, the TSL litigation team (Carmichael, Morano, Espinoza, Brinkley) shall not have access to the client files, work product, or confidential information associated with either of the two Meridian matters. Likewise, the Meridian matter teams (Thornton, Whitford, and their respective associates and staff) shall not have access to the TSL litigation files or any confidential information associated with the TSL engagement. Access restrictions shall be implemented in the Firm's document management system to effectuate this separation.

(b) Escalation Trigger. If, at any point during the course of the representation, TSL's financial condition materially deteriorates, or if the litigation exposure in the Northwind action escalates to a level that could reasonably trigger covenant defaults under the Meridian credit facility or otherwise give rise to enforcement action by Meridian against TSL, the conflicts analysis must be revisited immediately. In such event, a determination shall be made by the Responsible Partner and the Firm's General Counsel as to whether informed consent under NYRPC Rule 1.7(b) is required from both TSL and Meridian to continue the dual representation, or whether withdrawal from one or both engagements is necessary.

(c) Quarterly Review. Francesca Morano, as Billing Partner on the TSL matter, shall conduct a quarterly review to confirm that no change in circumstances has occurred that would alter the conflicts analysis set forth in this memorandum. The quarterly review shall include consultation with the TSL litigation team regarding the status and trajectory of the Northwind litigation, as well as a check-in with the Meridian matter teams to confirm the absence of any TSL-related issues in the Meridian engagements. The results of each quarterly review shall be documented in a brief memorandum to be retained in the TSL engagement file.

(d) Notification to Matter Teams. The responsible partners on the two Meridian matters (Rebecca Thornton and James Whitford) shall be notified in writing of the Firm's proposed engagement by TSL and of the implementation of this monitoring protocol, so that they are aware of the need to flag any developments in the Meridian engagements that could implicate TSL or the Northwind litigation.

3. Eastbourne Bulk Carriers Ltd. — File Notation. The closed 2019 engagement for Eastbourne Bulk Carriers Ltd. (Matter No. 1044-00006) should be noted in the TSL matter file. While the prior Eastbourne engagement does not create a conflict, the notation serves as a reminder that if Eastbourne becomes a party to the Northwind action — whether through a third-party claim brought by Northwind, an intervention by Eastbourne, or otherwise — or if a discovery dispute arises that directly implicates C&H's prior Eastbourne work product, the conflicts analysis must be updated. In such event, an analysis under NYRPC Rule 1.9 would need to be conducted anew, and informed consent from Eastbourne may be required depending on the nature and extent of the overlap.

4. Engagement Letter. The engagement letter to be sent to Markos Theodorakis, General Counsel of Thalassa Shipping & Logistics SA, should clearly reflect the scope of the proposed representation as follows: defense of TSL and Aegean Fortuna Shipholding Ltd. in the action captioned 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, including the prosecution of TSL's counterclaim for unpaid charter hire. The engagement letter should confirm that the Firm's representation is limited to this specific matter and does not extend to other legal matters for TSL or its affiliates unless separately agreed in writing. Standard terms regarding billing rates, fee arrangements, information sharing with co-counsel (Konstantinou & Rizos Law Offices), and the Firm's right to withdraw in the event of an unresolvable conflict should be included.

VIII. Approval

The undersigned request approval to proceed with the proposed representation of Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd. in accordance with the terms and conditions set forth in this memorandum. This memorandum has been reviewed by the C&H General Counsel's Office, which confirmed its clearance on October 14, 2023.

APPROVED:

By: ________

Douglas Carmichael Responsible Partner, Litigation (General) Calderwood & Harkness LLP

Date: ________

Prepared by:

Francesca Morano, Billing Partner, Litigation (General) Carlos Espinoza, Lead Associate, Litigation (General)

Reviewed and Cleared by: Office of the General Counsel, Calderwood & Harkness LLP — October 14, 2023

This memorandum is protected by the attorney-client privilege and the attorney work product doctrine. It is intended solely for use by Calderwood & Harkness LLP personnel in connection with the Firm's internal conflicts review process and should not be disclosed to any person outside the Firm without the prior approval of the General Counsel's Office.

Role	Attorney	Practice Group
Responsible Partner	Douglas Carmichael	Litigation (General)
Billing Partner	Francesca Morano	Litigation (General)
Lead Associate	Carlos Espinoza	Litigation (General)
Working Associate	Hannah Brinkley	Litigation (General)

MEMORANDUM
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Douglas Carmichael, Responsible Partner, Litigation (General)
FROM: Francesca Morano, Billing Partner, Litigation (General) Carlos Espinoza, Lead Associate, Litigation (General)
DATE: October 14, 2023
RE: Conflict Check — Proposed Representation of Thalassa Shipping & Logistics SA in 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
C&H MATTER NO.: 1044-00006 (proposed)
I. Purpose and Summary of Conclusion
This memorandum documents the results of the conflicts analysis conducted by the undersigned in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Thalassa Shipping & Logistics SA ("Thalassa" or "TSL"), a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its principal offices and headquarters located at 42 Akti Miaouli, Piraeus 185 38, Greece, in the defense of a charter-party breach action filed on October 2, 2023, by Northwind Maritime Corporation ("Northwind") in the Supreme Court of the State of New York, New York County, Commercial Division, under Index No. 655421/2023. In addition to representing TSL as the named defendant, C&H would also represent the co-defendant in the action, Aegean Fortuna Shipholding Ltd. ("Aegean Fortuna"), a wholly owned Liberian subsidiary of TSL, registered at 80 Broad Street, Monrovia, Liberia, Liberian Registration No. LR-C-20167845. Aegean Fortuna is the registered owner of the vessel at the center of the dispute, the M/V Aegean Fortuna (IMO 9847231).
The request for engagement was received from Markos Theodorakis, General Counsel of Thalassa Shipping & Logistics SA, on or about October 10, 2023, via email to Douglas Carmichael, followed by a telephone conference on October 11, 2023. Mr. Theodorakis was referred to C&H by Konstantinou & Rizos Law Offices in Athens, who are expected to serve as Greek local counsel under C&H's direction.
As set forth in detail below, a comprehensive conflicts search was performed using the Firm's New Business Intake and Conflicts System ("NBICS") and supplemented by manual reviews and cross-references. Searches were conducted against all parties to the litigation, all known affiliates and subsidiaries, all identified principals and key personnel, opposing counsel and their individual attorneys, sub-charterers, insurers, lenders, auditors, and other entities with a material relationship to the proposed engagement.
Summary Conclusion: No disqualifying conflicts have been identified. The proposed representation of Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd. may proceed, subject to the observations and monitoring recommendations noted herein regarding Meridian Capital Bank AG ("Meridian"), which is an existing C&H client in two unrelated finance and regulatory matters and also serves as TSL's primary lender. The details of the Meridian relationship and the recommended monitoring protocol are set forth in Section IV.E below. A notation regarding a prior closed engagement for Eastbourne Bulk Carriers Ltd., a non-party sub-charterer, is also discussed in Section IV.D.
II. Description of the Proposed Engagement
A. Nature of the Action
The proposed engagement involves C&H's defense of TSL and Aegean Fortuna in a breach of charter-party claim brought by Northwind Maritime Corporation. The action was commenced by the filing of a verified complaint on October 2, 2023, in the Supreme Court of the State of New York, New York County, Commercial Division, under Index No. 655421/2023. The matter has been assigned to the Honorable Lorraine K. Chen, Justice of the Supreme Court, Part 49, located at 60 Centre Street, New York, NY 10007. No preliminary conference date has yet been set as of the date of this memorandum.
B. The Charter-Party
The dispute arises out of a 36-month time charter-party executed on a NYPE 2015 form, as amended by Riders A through D attached thereto (the "Charter-Party"), dated December 3, 2020, bearing Charter-Party Reference No. NW-TSL-CP-2020-1203. The Charter-Party governs the time charter of the M/V Aegean Fortuna, an IMO-registered Supramax dry bulk carrier (IMO 9847231), with a deadweight tonnage of 58,200 DWT, flying the Liberian flag, and classified by the Global Maritime Classification Bureau ("GMCB"). The vessel is registered in the ownership of Aegean Fortuna Shipholding Ltd., the co-defendant and TSL's wholly owned subsidiary.
The Charter-Party provided for a charter period commencing January 15, 2021, and running through January 14, 2024, at a daily hire rate of $14,750 per day. The total charter value over the 36-month term was approximately $16,166,000, calculated on the basis of 1,095 days of hire. Under the Charter-Party, TSL (through its subsidiary Aegean Fortuna as owner) was responsible for maintaining the vessel in a seaworthy condition and ensuring that the vessel met applicable classification and regulatory standards throughout the charter period.
C. Northwind's Claims
Northwind's complaint alleges that TSL and Aegean Fortuna breached their maintenance and seaworthiness obligations under the Charter-Party by failing to address mechanical deficiencies in the vessel's cargo hold ventilation systems and ballast water treatment equipment, which Northwind alleges led to cargo damage and delays during voyages in the third and fourth quarters of 2022. Northwind further alleges that TSL authorized or directed an unauthorized route deviation of the M/V Aegean Fortuna during a laden voyage from the Port of Santos, Brazil, to the Port of Qingdao, China, in November 2022, resulting in additional delay and increased bunker fuel costs.
Northwind asserts claims for breach of contract and seeks damages in the approximate amount of $18,300,000, comprised of alleged cargo damage claims passed through from cargo interests, lost sub-charter hire revenue, additional bunker costs, off-hire periods, and consequential damages.
D. TSL's Anticipated Defenses and Counterclaim
TSL intends to assert several affirmative defenses to Northwind's claims, including but not limited to: (i) that the mechanical issues with the cargo hold ventilation systems constituted latent defects not discoverable through the exercise of due diligence, relieving TSL of liability under the Charter-Party and applicable maritime law; (ii) that Northwind, as charterer, caused or contributed to the alleged deficiencies through its own improper cargo loading and stowage practices; (iii) that the Inter-Club New York Produce Exchange Agreement (the "Inter-Club Agreement") governs the apportionment of cargo claims between owner and charterer; (iv) that Northwind failed to mitigate its damages by unreasonably refusing substitute tonnage offered by TSL during the off-hire periods; and (v) that the Charter-Party contains a liquidated damages cap (Rider C, Clause 42) that limits TSL's exposure for any breach related to maintenance and seaworthiness to an aggregate of $4,500,000.
In addition, TSL intends to file a counterclaim against Northwind for approximately $1,620,000 in unpaid hire that Northwind withheld for the period of October 1, 2022, through December 31, 2022 (92 days at $14,750/day, totaling $1,357,000, plus interest and late payment penalties under the Charter-Party of approximately $263,000). TSL contends that Northwind's withholding of hire was unauthorized and constituted a breach of the Charter-Party's payment provisions.
E. Opposing Counsel
Northwind is represented by Hargrove, Delacroix & Stern LLP ("HD&S"), with offices at 600 Lexington Avenue, 28th Floor, New York, NY 10022. The lead partner on the matter is Margaret Delacroix. The senior associate is Jason Trumbull, and the working associate is Priya Mehta. HD&S is a well-established New York litigation firm with a recognized shipping and maritime practice.
III. Conflicts Search Methodology
A. Systems and Databases
All conflicts searches were conducted on October 12 and October 13, 2023, utilizing C&H's New Business Intake and Conflicts System ("NBICS"), the Firm's centralized conflicts database. NBICS maintains records of all current and former client engagements, adverse parties, related entities, individual principals and contacts, and all associated attorneys and staff. The database is updated on a continuous basis and reflects all matters opened or closed through the date of the search.
B. Entities, Individuals, and Variations Searched
The conflicts search was conducted against all variations of the following names and their known affiliates, subsidiaries, principals, and associated individuals:
Parties and Affiliates:
1.  Thalassa Shipping & Logistics SA — including variations: "TSL," "Thalassa Shipping," "Thalassa S.A.," and Greek-language transliterations (Θάλασσα Ναυτιλιακή & Εφοδιαστική ΑΕ). Greek Tax ID (AFM) 998342671 was also cross-referenced.
2.  Aegean Fortuna Shipholding Ltd. — including variations: "Aegean Fortuna," "AFSL." Liberian Registration No. LR-C-20167845 was also cross-referenced.
3.  Northwind Maritime Corporation — including variations: "Northwind," "Northwind Maritime," "Northwind Maritime Corp." Marshall Islands Entity No. MI-94827 was also cross-referenced.
4.  Eastbourne Bulk Carriers Ltd. — the sub-charterer to whom Northwind sub-chartered the M/V Aegean Fortuna, identified from the complaint and pre-engagement materials.
Individual Principals and Key Personnel:
5.  Alexandros Stavridis — Chairman and Chief Executive Officer, TSL.
6.  Elena Papadimitriou — Chief Financial Officer, TSL.
7.  Markos Theodorakis — General Counsel, TSL.
8.  Viktor Lindgren — President and Managing Director, Northwind.
9.  Sandra Chow — Chief Financial Officer, Northwind.
10.  Richard Hartnett — General Counsel, Northwind.
Lenders, Insurers, and Service Providers:
11.  Meridian Capital Bank AG — TSL's primary lender, with principal offices at Ballindamm 40, 20095 Hamburg, Germany.
12.  Oceanus Mutual Protection & Indemnity Club — TSL's P&I insurer, domiciled in Bermuda.
13.  Fortis Marine Underwriters Ltd. — TSL's hull and machinery insurer, domiciled in London.
14.  Castellan Professional Liability Insurers Ltd. — TSL's directors and officers liability insurer, domiciled in Dublin.
15.  Lysander & Associates, Chartered Accountants — TSL's external auditor, with offices at 8 Stadiou Street, Athens 105 64, Greece.
16.  Global Maritime Classification Bureau (GMCB) — the classification society for the M/V Aegean Fortuna.
Opposing Counsel:
17.  Hargrove, Delacroix & Stern LLP — Northwind's counsel of record.
18.  Margaret Delacroix — lead partner at HD&S.
19.  Jason Trumbull — senior associate at HD&S.
20.  Priya Mehta — associate at HD&S.
C. Additional Cross-References and Manual Reviews
In addition to the NBICS searches described above, the following supplemental procedures were performed:
•  Cross-references were run against all current C&H client matters in the Litigation (General), Litigation (Maritime), Corporate, Finance, and Maritime/Shipping practice groups. These cross-references were designed to identify any current matter in which any of the searched entities or individuals appears as a client, adverse party, affiliate, third party, or witness.
•  A manual review was conducted of the lateral hire files for all attorneys who have joined C&H within the past 24 months, to determine whether any such attorney has prior professional involvement in matters for or adverse to any of the above entities or individuals. This review covered the representations disclosed by each lateral hire at the time of onboarding, including all matters listed on their respective pre-clearance questionnaires.
•  Northwind's registered agent, marshall Islands Maritime Registrars Inc., Trust Company Complex, Ajeltake Road, Majuro, MH 96960, was separately searched in NBICS; no matches were identified.
•  Northwind's principal office address at 1700 Harbor Gateway, Suite 500, Stamford, CT 06902 was searched in NBICS to identify any other entity at the same address; no matches were identified.
•  Piraeus Global Agency Corp. (TSL's New York registered agent, located at 30 Broad Street, Suite 1410, New York, NY 10004) was separately searched; no matches were identified.
•  Pacific Maritime Legal Associates (Northwind's marshall Islands counsel) was searched; no matches were identified.
•  Konstantinou & Rizos Law Offices (proposed Greek local counsel for TSL) was searched; no matches were identified.
•  Bayside Dispute Resolution Services LLC was searched; no matches were identified.
IV. Results of Conflicts Search
A. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd.
A thorough search of the NBICS database returned no results indicating any prior or current representation of Thalassa Shipping & Logistics SA, Aegean Fortuna Shipholding Ltd., or any other known affiliate or subsidiary of TSL by Calderwood & Harkness LLP. The search encompassed all name variations, the Greek Tax ID (AFM) 998342671, and the Liberian Registration No. LR-C-20167845 of Aegean Fortuna.
Additionally, no current or former C&H attorney has disclosed, in any onboarding, conflicts clearance, or matter intake process, any prior professional involvement with TSL, Aegean Fortuna, or any of TSL's identified principals, including Alexandros Stavridis (Chairman and CEO), Elena Papadimitriou (CFO), or Markos Theodorakis (General Counsel).
Conclusion: No conflict. TSL and Aegean Fortuna Shipholding Ltd. are new prospective clients with no prior relationship to the Firm. No existing or former client relationship creates a direct, imputed, or positional conflict with respect to the proposed representation.
B. Northwind Maritime Corporation
The NBICS database returned no results indicating any current or prior representation of Northwind Maritime Corporation by C&H. The search was conducted using all identified name variations, including "Northwind," "Northwind Maritime," and "Northwind Maritime Corp." The marshall Islands Entity No. MI-94827 was cross-referenced against the database; no matches were found.
Searches of the individual principals of Northwind — Viktor Lindgren (President and Managing Director), Sandra Chow (Chief Financial Officer), and Richard Hartnett (General Counsel) — produced no matches in the NBICS database. None of these individuals have been identified as clients, contacts, or principals in any current or former C&H matter.
The registered agent for Northwind, marshall Islands Maritime Registrars Inc., Trust Company Complex, Ajeltake Road, Majuro, MH 96960, was separately searched; no matches were identified. Northwind's principal office address at 1700 Harbor Gateway, Suite 500, Stamford, CT 06902 was also searched to determine whether any other C&H client or adverse party is located at the same address; no matches were found.
Conclusion: No conflict. Northwind Maritime Corporation is not a current or former client of Calderwood & Harkness LLP, and no professional, referral, or other relationship exists between C&H and Northwind or its principals that would preclude the Firm from undertaking an adverse representation.
C. Hargrove, Delacroix & Stern LLP (Opposing Counsel)
C&H has no existing co-counsel, referral, joint defense, or other professional relationship with Hargrove, Delacroix & Stern LLP that would create a conflict or impair the Firm's ability to represent TSL adversely to a client of HD&S in this proceeding.
Searches of the individual attorneys identified as the opposing counsel team — Margaret Delacroix (lead partner), Jason Trumbull (senior associate), and Priya Mehta (associate) — confirmed that none of these individuals is a former C&H attorney and that no prior co-counsel relationships with any of them have been recorded in the NBICS database. No fee-sharing, of-counsel, or referral arrangements with HD&S or any of its partners are reflected in the Firm's records.
Conclusion: No conflict arising from the identity of opposing counsel. C&H is free to litigate adversely to HD&S without constraint.
D. Eastbourne Bulk Carriers Ltd.
Eastbourne Bulk Carriers Ltd. ("Eastbourne") has been identified as the sub-charterer to whom Northwind sub-chartered the M/V Aegean Fortuna at a daily sub-charter rate of $17,200. Eastbourne is a limited company organized under the laws of England and Wales. Northwind's complaint includes a claim for lost sub-charter profit in the approximate amount of $166,600, calculated as the differential between the charter hire rate paid to TSL ($14,750/day) and the sub-charter hire rate received from Eastbourne ($17,200/day), multiplied by the number of off-hire days attributable to the alleged maintenance and seaworthiness breaches.
The NBICS search identified one prior matter involving Eastbourne Bulk Carriers Ltd. C&H's Corporate practice group provided advisory services to Eastbourne in connection with a fleet acquisition transaction in 2019, under C&H Matter No. 1044-00006. The responsible partner on the Eastbourne matter was Arthur Fielding, who has since retired from the Firm (effective January 2021). The matter was closed in June 2019, and the engagement letter governing the representation confirmed that the scope of C&H's engagement was limited to the specific fleet acquisition transaction and did not create any ongoing attorney-client relationship, retainer, or continuing advisory obligation.
The nature of the 2019 Eastbourne engagement was purely transactional — C&H advised Eastbourne on the acquisition of two Handymax dry bulk carriers from a third-party seller. The engagement did not involve any litigation, dispute resolution, charter-party matters, or any issues relating to Northwind, TSL, the M/V Aegean Fortuna, or any of the parties, vessels, or transactions at issue in the current action.
At present, Eastbourne is not a named party to the Northwind litigation. However, Eastbourne's interests may be tangentially implicated by the proceeding, as Eastbourne's sub-charter records, communications with Northwind, and testimony regarding the sub-charter arrangement may be relevant to the assessment of Northwind's damages, particularly the lost sub-charter profit component of Northwind's claim. It is possible that discovery in the action will encompass Eastbourne's documents and that an Eastbourne representative may be called as a witness.
This situation has been evaluated under New York Rules of Professional Conduct Rule 1.9, which governs a lawyer's duties to former clients. Rule 1.9(a) provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. Here, the proposed representation of TSL is not in the "same or substantially related matter" as the 2019 fleet acquisition advisory engagement for Eastbourne. The two matters involve entirely different transactions, parties, legal issues, and time periods. No confidential information obtained during the course of the Eastbourne engagement is relevant to, or could be used in connection with, the charter-party dispute between TSL and Northwind.
Conclusion: No disqualifying conflict. The prior Eastbourne engagement was transactional in nature, was concluded over four years ago, and is factually and legally unrelated to the current litigation. No confidential information from the prior Eastbourne representation bears on the issues in this case. No consent from Eastbourne is required under Rule 1.9. However, as a matter of prudent practice, should Eastbourne become a party to the action — whether through a third-party claim, intervention, or otherwise — or should a discovery dispute arise that directly implicates C&H's prior Eastbourne work product, the conflicts analysis should be promptly revisited and updated. The closed Eastbourne matter (No. 1044-00006) should be noted in the engagement file for the TSL matter.
E. Meridian Capital Bank AG
Meridian Capital Bank AG ("Meridian") is TSL's primary lender. TSL maintains a credit facility with Meridian in the aggregate principal amount of $340,000,000, secured by vessel mortgages on TSL's fleet, including the M/V Aegean Fortuna. The relationship manager for the TSL account at Meridian is Lukas Brandt. The governing credit agreement is dated April 1, 2019 (the "Credit Agreement"). Notably, Section 8.14 of the Credit Agreement imposes on TSL an obligation to notify Meridian of any material litigation settlement in excess of $5,000,000, which is relevant to TSL's obligations in the event the Northwind action is resolved by settlement within or above that threshold.
The NBICS search revealed that C&H's Finance practice group currently represents Meridian Capital Bank AG in two unrelated matters:
•  Matter No. 1044-00006: C&H is representing Meridian in its capacity as agent bank in a syndicated lending transaction for a petrochemical company. This is an ongoing transactional matter. The lead partner is Rebecca Thornton of the Finance practice group. The matter involves documentation and negotiation of credit facilities for a borrower in the petrochemical sector and has no connection to shipping, maritime assets, TSL, Northwind, the M/V Aegean Fortuna, or any party or issue in the present litigation.
•  Matter No. 1044-00006: C&H is providing regulatory advisory services to Meridian in connection with EU banking supervision compliance. This is an ongoing advisory matter. The lead partner is James Whitford of the Regulatory practice group. The matter involves analysis of Meridian's compliance with European Central Bank supervisory requirements and has no connection to shipping, maritime assets, TSL, Northwind, or any party or issue in the present litigation.
Neither of the two Meridian matters involves TSL, the M/V Aegean Fortuna, any shipping-related assets, or any party to the Northwind litigation. The subject matter of both Meridian engagements is entirely distinct from the subject matter of the proposed TSL representation.
Meridian is not a named party in the Northwind litigation, nor has Northwind identified Meridian as a potential party or witness in its complaint. Meridian's relationship to the matter is solely as TSL's lender — that is, Meridian occupies the position of a creditor whose interests are, at this stage, fundamentally aligned with those of TSL. Both Meridian and TSL share an interest in minimizing TSL's litigation exposure and preserving TSL's financial health and ability to service its credit facility obligations.
This situation has been analyzed under New York Rules of Professional Conduct Rule 1.7, which governs conflicts of interest involving current clients. Rule 1.7(a) provides that a lawyer shall not represent a client if a reasonable lawyer would conclude that (1) the representation will involve the lawyer in representing differing interests or (2) there is a significant risk that the lawyer's professional judgment on behalf of one client will be adversely affected by the lawyer's responsibilities to another client. At this time, the representation of TSL in defense of the Northwind action does not create any direct adversity to Meridian's interests. C&H is not being asked to take any position adverse to Meridian, nor does the defense of TSL in this charter-party dispute require C&H to act in a manner that would be inconsistent with its obligations to Meridian in the two unrelated matters.
However, a potential conflict scenario has been identified and should be monitored on an ongoing basis. Specifically, if the Northwind litigation were to result in a large adverse judgment or a substantial settlement that materially impacted TSL's financial condition and its ability to service the $340,000,000 Meridian credit facility, it is conceivable that Meridian could take enforcement action against TSL — for example, by declaring a default under the Credit Agreement, accelerating the outstanding indebtedness, or pursuing foreclosure on the vessel mortgages. In such a scenario, C&H's simultaneous representation of both TSL (as a borrower facing enforcement) and Meridian (as a lender taking enforcement action) could create a direct conflict of interest. At this stage, however, no such adversity exists or is reasonably foreseeable.
In assessing the foreseeability of this risk, we note the following financial context: the Northwind litigation involves a claim of approximately $18,300,000 in damages. TSL's annual revenue, as disclosed by Mr. Theodorakis during the pre-engagement conference, is approximately $612,000,000, and its EBITDA is approximately $98,000,000. The claimed damages of $18,300,000 represent approximately 3% of TSL's annual revenue and approximately 18.7% of its EBITDA. While the claim is not immaterial, a settlement or judgment within a reasonable range — particularly given the affirmative defenses available to TSL, including the liquidated damages cap of $4,500,000 — would not, standing alone, be expected to trigger a default or enforcement action under the Meridian credit facility. That said, the lender notification obligation under Section 8.14 of the Credit Agreement will need to be satisfied in the event a settlement is reached in excess of $5,000,000, and TSL's in-house counsel should be reminded of this obligation at the appropriate time.
Conclusion: No disqualifying conflict at this time. The representation of TSL in the Northwind action is not adverse to Meridian's interests, and no reasonable lawyer would conclude that C&H's professional judgment on behalf of either TSL or Meridian would be adversely affected by the dual representation. However, because Meridian is a current client of the Firm, the undersigned recommend the implementation of a monitoring protocol, as set forth in Section VII below, to ensure that any change in circumstances — particularly any material deterioration in TSL's financial condition or any escalation in the litigation exposure that could implicate the Meridian credit facility — is promptly identified and addressed. A formal ethical wall is not required at this time, but as a prophylactic measure, the teams working on the Meridian matters (led by partners Thornton and Whitford) should not have access to TSL litigation files, and vice versa, to prevent any inadvertent exchange of confidential client information. This monitoring recommendation should be noted in the engagement file for the TSL matter and communicated to the responsible partners on the Meridian matters.
F. Oceanus Mutual Protection & Indemnity Club
Oceanus Mutual Protection & Indemnity Club ("Oceanus P&I Club"), domiciled in Bermuda, provides protection and indemnity coverage to TSL under Policy No. OCE-P&I-2020-TSL-0047. The P&I coverage is potentially relevant to the Northwind litigation insofar as cargo damage claims and third-party liability arising from the alleged seaworthiness breaches may fall within the scope of coverage.
The NBICS search returned no results indicating any current or prior representation of Oceanus P&I Club by C&H. No C&H attorney has disclosed any prior professional involvement with Oceanus in any capacity.
Conclusion: No conflict. C&H has no relationship with Oceanus P&I Club that would create any conflict with respect to the proposed representation of TSL.
G. Fortis Marine Underwriters Ltd.
Fortis Marine Underwriters Ltd. ("Fortis Marine"), domiciled in London, underwrites TSL's hull and machinery insurance under Policy No. FMU-HM-2020-4892. The named underwriter on the policy is Catherine Allsworth. Fortis Marine's coverage extends to physical damage to the M/V Aegean Fortuna and may be implicated by the maintenance and seaworthiness issues raised in the Northwind complaint.
The NBICS search returned no results indicating any current or prior representation of Fortis Marine by C&H. Fortis Marine's subrogation rights may be implicated by the outcome of the Northwind litigation, particularly if the litigation results in a determination regarding the cause and responsibility for any physical damage to the vessel. However, Fortis Marine is not a party to the action, and no adversity between C&H's proposed client (TSL) and Fortis Marine is present or reasonably anticipated. TSL and Fortis Marine share an aligned interest in defending against the maintenance and seaworthiness claims.
Conclusion: No conflict. C&H has no relationship with Fortis Marine that would create any conflict with respect to the proposed representation of TSL.
H. Castellan Professional Liability Insurers Ltd.
Castellan Professional Liability Insurers Ltd. ("Castellan"), domiciled in Dublin, provides directors and officers liability insurance to TSL and its affiliated entities, covering the personal liability of TSL's directors and officers in connection with their corporate roles.
The NBICS search returned no results indicating any current or prior representation of Castellan by C&H. The D&O coverage is not expected to be directly implicated by the Northwind litigation, which involves contractual claims against the corporate entities rather than claims against individual directors or officers.
Conclusion: No conflict.
I. Lysander & Associates, Chartered Accountants
Lysander & Associates, Chartered Accountants ("Lysander"), is TSL's external auditor, with offices at 8 Stadiou Street, Athens 105 64, Greece. Lysander's audit work product, including TSL's audited financial statements, may be relevant to damages calculations and financial disclosures in the Northwind litigation.
The NBICS search returned no results indicating any current or prior representation of Lysander by C&H.
Conclusion: No conflict.
J. Global Maritime Classification Bureau (GMCB)
The Global Maritime Classification Bureau ("GMCB") is the classification society responsible for surveying and certifying the M/V Aegean Fortuna. GMCB's classification records, survey reports, and condition of class notations may be central to the dispute over the vessel's seaworthiness and maintenance condition during the charter period. GMCB representatives may also be called as witnesses in the proceeding.
The NBICS search returned no results indicating any current or prior representation of GMCB by C&H.
Conclusion: No conflict.
K. Other Searched Entities — No Matches
The following additional entities and individuals were searched in the NBICS database as part of the comprehensive conflicts review. No matches were identified for any of these entries:
•  Piraeus Global Agency Corp. (TSL's New York registered agent, 30 Broad Street, Suite 1410, New York, NY 10004): No matches.
•  Pacific Maritime Legal Associates (Northwind's marshall Islands counsel): No matches.
•  Konstantinou & Rizos Law Offices (proposed Greek local counsel for TSL): No matches. It is noted that Konstantinou & Rizos will be engaged as co-counsel under C&H's direction to handle any Greek-law aspects of the representation, including potential document collection from TSL's Piraeus headquarters and liaison with Greek regulatory authorities as needed.
•  Bayside Dispute Resolution Services LLC: No matches.
•  All individual principals and potential witnesses who were searched and not already discussed in the foregoing subsections produced no hits in the NBICS database. This includes vessel crew members, classification surveyors, and port agents whose names were provided in the pre-engagement materials.
V. Lateral Hire Review
A review was conducted of the lateral attorney files for all attorneys who have joined C&H within the past 24 months, with particular focus on any attorney currently assigned or proposed to be assigned to the TSL matter team. The review was designed to identify any prior professional involvement with any party, entity, or individual identified in this memorandum — whether as a client, adverse party, or witness — during such attorney's tenure at a prior firm.
The proposed matter team consists of Douglas Carmichael (Responsible Partner), Francesca Morano (Billing Partner), Carlos Espinoza (Lead Associate), and Hannah Brinkley (Working Associate). Of these attorneys, Mr. Carmichael and Ms. Morano are long-tenured C&H partners, and Mr. Espinoza joined the Firm as a first-year associate and has not practiced elsewhere.
Hannah Brinkley joined C&H in September 2022 as a lateral associate from another New York-based litigation firm. Ms. Brinkley's pre-clearance questionnaire, which was reviewed as part of this conflicts analysis, disclosed her prior firm representations in detail. No overlap was identified between Ms. Brinkley's prior matters and any party, entity, or individual involved in the Northwind litigation or the broader TSL engagement. Ms. Brinkley has confirmed that she has no prior professional or personal relationship with any person or entity identified in this memorandum.
No other member of the Litigation (General) practice group who may become involved in the TSL matter has prior professional involvement with any of the searched entities.
VI. Proposed Staffing
The following attorneys are proposed to staff the TSL matter:
No staffing conflicts have been identified with respect to any of the above-listed attorneys. None of the proposed team members has any current or former relationship with any party, entity, or individual involved in the Northwind litigation, as confirmed by the NBICS search and the lateral hire review described above.
VII. Recommendations and Conditions
Based on the foregoing conflicts analysis, the undersigned make the following recommendations:
1. Clearance to Proceed. The proposed representation of Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd. is cleared from a conflicts perspective. No disqualifying conflict has been identified under the New York Rules of Professional Conduct or C&H's internal conflicts policies. The Firm may proceed with the engagement, subject to the conditions set forth below.
2. Meridian Capital Bank AG — Monitoring Protocol. Given C&H's ongoing representation of Meridian Capital Bank AG in two unrelated matters (Matter No. 1044-00006, led by Rebecca Thornton, Finance; and Matter No. 1044-00006, led by James Whitford, Regulatory), the following monitoring protocol shall be implemented for the duration of the TSL engagement:
(a) Information Barriers. Although a formal ethical wall is not required at this time, as a prophylactic measure, the TSL litigation team (Carmichael, Morano, Espinoza, Brinkley) shall not have access to the client files, work product, or confidential information associated with either of the two Meridian matters. Likewise, the Meridian matter teams (Thornton, Whitford, and their respective associates and staff) shall not have access to the TSL litigation files or any confidential information associated with the TSL engagement. Access restrictions shall be implemented in the Firm's document management system to effectuate this separation.
(b) Escalation Trigger. If, at any point during the course of the representation, TSL's financial condition materially deteriorates, or if the litigation exposure in the Northwind action escalates to a level that could reasonably trigger covenant defaults under the Meridian credit facility or otherwise give rise to enforcement action by Meridian against TSL, the conflicts analysis must be revisited immediately. In such event, a determination shall be made by the Responsible Partner and the Firm's General Counsel as to whether informed consent under NYRPC Rule 1.7(b) is required from both TSL and Meridian to continue the dual representation, or whether withdrawal from one or both engagements is necessary.
(c) Quarterly Review. Francesca Morano, as Billing Partner on the TSL matter, shall conduct a quarterly review to confirm that no change in circumstances has occurred that would alter the conflicts analysis set forth in this memorandum. The quarterly review shall include consultation with the TSL litigation team regarding the status and trajectory of the Northwind litigation, as well as a check-in with the Meridian matter teams to confirm the absence of any TSL-related issues in the Meridian engagements. The results of each quarterly review shall be documented in a brief memorandum to be retained in the TSL engagement file.
(d) Notification to Matter Teams. The responsible partners on the two Meridian matters (Rebecca Thornton and James Whitford) shall be notified in writing of the Firm's proposed engagement by TSL and of the implementation of this monitoring protocol, so that they are aware of the need to flag any developments in the Meridian engagements that could implicate TSL or the Northwind litigation.
3. Eastbourne Bulk Carriers Ltd. — File Notation. The closed 2019 engagement for Eastbourne Bulk Carriers Ltd. (Matter No. 1044-00006) should be noted in the TSL matter file. While the prior Eastbourne engagement does not create a conflict, the notation serves as a reminder that if Eastbourne becomes a party to the Northwind action — whether through a third-party claim brought by Northwind, an intervention by Eastbourne, or otherwise — or if a discovery dispute arises that directly implicates C&H's prior Eastbourne work product, the conflicts analysis must be updated. In such event, an analysis under NYRPC Rule 1.9 would need to be conducted anew, and informed consent from Eastbourne may be required depending on the nature and extent of the overlap.
4. Engagement Letter. The engagement letter to be sent to Markos Theodorakis, General Counsel of Thalassa Shipping & Logistics SA, should clearly reflect the scope of the proposed representation as follows: defense of TSL and Aegean Fortuna Shipholding Ltd. in the action captioned 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, including the prosecution of TSL's counterclaim for unpaid charter hire. The engagement letter should confirm that the Firm's representation is limited to this specific matter and does not extend to other legal matters for TSL or its affiliates unless separately agreed in writing. Standard terms regarding billing rates, fee arrangements, information sharing with co-counsel (Konstantinou & Rizos Law Offices), and the Firm's right to withdraw in the event of an unresolvable conflict should be included.
VIII. Approval
The undersigned request approval to proceed with the proposed representation of Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd. in accordance with the terms and conditions set forth in this memorandum. This memorandum has been reviewed by the C&H General Counsel's Office, which confirmed its clearance on October 14, 2023.
APPROVED:
By: ________
Douglas Carmichael Responsible Partner, Litigation (General) Calderwood & Harkness LLP
Date: ________
Prepared by:
Francesca Morano, Billing Partner, Litigation (General) Carlos Espinoza, Lead Associate, Litigation (General)
Reviewed and Cleared by: Office of the General Counsel, Calderwood & Harkness LLP — October 14, 2023
This memorandum is protected by the attorney-client privilege and the attorney work product doctrine. It is intended solely for use by Calderwood & Harkness LLP personnel in connection with the Firm's internal conflicts review process and should not be disclosed to any person outside the Firm without the prior approval of the General Counsel's Office.
Role | Attorney | Practice Group
Responsible Partner | Douglas Carmichael | Litigation (General)
Billing Partner | Francesca Morano | Litigation (General)
Lead Associate | Carlos Espinoza | Litigation (General)
Working Associate | Hannah Brinkley | Litigation (General)

MEMORANDUM

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