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

engagement-letter-tsl.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP Counselors at Law

One Liberty Plaza, 50th Floor New York, New York 10006 Telephone: (212) 455-7000 Facsimile: (212) 455-7100 www.calderwoodharkness.com

October 16, 2023

VIA EMAIL AND INTERNATIONAL COURIER

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

Re: Engagement of Calderwood & Harkness LLP — Defense of 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

Dear Mr. Theodorakis:

1. Purpose and Confirmation of Engagement

We are pleased that Thalassa Shipping & Logistics SA has selected Calderwood & Harkness LLP ("C&H" or the "Firm") as its defense counsel in the above-referenced matter, and we look forward to working with you and your team. This letter confirms that C&H has been engaged, effective October 16, 2023, to represent Thalassa Shipping & Logistics SA ("Thalassa" or "TSL"), a Société Anonyme organized under the laws of the Hellenic Republic, and its wholly owned subsidiary Aegean Fortuna Shipholding Ltd. ("Aegean Fortuna Shipholding"), a limited liability company incorporated in the Republic of Liberia (Liberian Registration No. LR-C-20167845) (TSL and Aegean Fortuna Shipholding, collectively, the "Clients").

This engagement relates to the defense of the action captioned Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, filed on October 2, 2023 in the Supreme Court of the State of New York, New York County, Commercial Division, and assigned to the Honorable Lorraine K. Chen, J.S.C., Part 49 (the "Action").

This letter (the "Engagement Letter") sets forth the terms and conditions upon which C&H will provide legal services to the Clients in connection with the Action. We ask that you review this Engagement Letter carefully and, if the terms are acceptable, sign and return a copy to us as provided in Section 17 below. If you have any questions or wish to discuss any of the terms, please do not hesitate to contact me directly.

2. Background

For context, we set forth below a brief summary of the factual background of the Action as we understand it based on our review of the complaint and our initial discussions with you and your colleagues.

Northwind Maritime Corporation ("Northwind"), a corporation incorporated under the laws of the Republic of the marshall Islands with its principal office at 1700 Harbor Gateway, Suite 500, Stamford, Connecticut 06902, commenced the Action on October 2, 2023, alleging breach of a time charter-party (Charter-Party Reference No. NW-TSL-CP-2020-1203) for the vessel M/V Aegean Fortuna (IMO No. 9847231), a Supramax dry bulk carrier of 58,200 deadweight tons ("DWT"), flagged in the Republic of Liberia (the "Vessel"). The charter-party, based on the New York Produce Exchange Time Charter Form 2015 ("NYPE 2015") as amended by the parties in a series of rider clauses, was executed on December 3, 2020, with a commencement date of January 15, 2021 and a charter period of thirty-six (36) months (through January 14, 2024) at a daily hire rate of $14,750 (the "Charter-Party").

Northwind alleges that Thalassa, as disponent owner of the Vessel, failed to maintain the Vessel in a seaworthy condition in accordance with the maintenance and repair obligations set forth in the Charter-Party and deviated from agreed trade routes in violation of the trading limits provisions, resulting in alleged damages of approximately $18.3 million. Specifically, the claims in the complaint relate to three distinct mechanical incidents — the first occurring in or about March through April 2022, the second in or about July 2022, and the third in or about November through December 2022 — as well as an alleged unauthorized route deviation in or about September 2022. Northwind is represented by counsel at Hargrove, Delacroix & Stern LLP, led by Margaret Delacroix, Esq.

By way of additional background, TSL is an international shipping, chartering, and maritime logistics company headquartered in Piraeus, Greece. TSL operates an active fleet of approximately thirty-four (34) vessels across dry bulk, tanker, and container segments. Based on publicly available information and the materials you have provided, TSL had approximate annual revenue of $612 million and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately $98 million for the fiscal year ended December 31, 2022. We understand that Aegean Fortuna Shipholding is a single-purpose subsidiary formed to hold title to the Vessel.

3. Scope of Representation

C&H's representation of the Clients will encompass all aspects of the defense of the Action in the Supreme Court of the State of New York, New York County, including but not limited to the following:

(a) Review and analysis of the complaint, the Charter-Party, and all related agreements, amendments, addenda, side letters, fixture recaps, and other documentation pertinent to the claims asserted by Northwind;

(b) Preparation and filing of the answer to the complaint, assertion of all available affirmative defenses, and evaluation and filing of any counterclaims that the Clients may elect to assert against Northwind;

(c) Pre-trial motion practice, including motions to dismiss (whether pursuant to CPLR 3211 or otherwise), motions for summary judgment pursuant to CPLR 3212, and any other dispositive or procedural motions as may be appropriate;

(d) All phases of discovery, including preparation and response to document requests, interrogatories, and requests for admission; review and production of documents and electronically stored information ("ESI"); preparation for and conduct of depositions of fact and expert witnesses; and compliance with all discovery obligations under the CPLR and the Commercial Division Rules;

(e) Retention and coordination of expert witnesses in relevant disciplines, including but not limited to marine engineering, vessel maintenance and classification, maritime trade practices, and damages quantification, subject to the Clients' approval of expert selection and fees;

(f) Participation in mediation, settlement negotiations, and any other alternative dispute resolution ("ADR") proceedings that may be ordered by the Court or agreed to by the parties;

(g) Trial preparation, including preparation of witnesses, motions in limine, pre-trial memoranda, and exhibit lists, as well as representation of the Clients at trial, if the matter does not resolve prior to trial;

(h) Post-trial motions and any appeal to the Appellate Division, First Department, or beyond, if authorized by the Clients; and

(i) Such other legal services as may be reasonably necessary or appropriate in connection with the defense of the Action.

The scope of this engagement is subject to the following limitations and exclusions:

(i) Greek Corporate Law and Hellenic Maritime Regulatory Matters. This engagement does not include the provision of advice on Greek corporate law or Hellenic maritime regulatory matters. To the extent that such issues arise in connection with the Action — including, for example, questions regarding TSL's corporate authority, the interpretation of Greek corporate governance requirements, or compliance with Greek maritime regulations — C&H will coordinate with Greek local counsel to be separately retained by TSL, as discussed in Section 10 below.

(ii) marshall Islands Corporate Law. This engagement does not include advice on the corporate law of the Republic of the marshall Islands. Any such advice required in connection with Northwind's corporate status or otherwise will be provided by counsel separately retained by the relevant party or as may be separately agreed between C&H and the Clients.

(iii) Insurance Coverage Matters. This engagement does not include advice on insurance coverage matters beyond such coordination with TSL's insurers as may be reasonably necessary for the defense of the Action. The Clients will separately manage their relationships with the Oceanus Mutual Protection & Indemnity Club (Policy No. OCE-P&I-2020-TSL-0047), Fortis Marine Underwriters Ltd. (Hull & Machinery Policy No. FMU-HM-2020-4892), and Castellan Professional Liability Insurers Ltd. (Directors' and Officers' coverage), unless the Clients specifically request that C&H provide coverage-related services, in which case such services will be the subject of a supplemental engagement letter or amendment to this Engagement Letter.

(iv) Credit Agreement Compliance. This engagement does not include advice on compliance with the Credit Agreement dated April 1, 2019, by and among TSL (as borrower), Meridian Capital Bank AG (as administrative agent and lead arranger), and the lenders party thereto (as amended, the "Credit Agreement"), except to the extent that developments in the Action require notification to or consultation with Meridian Capital Bank AG — for example, with respect to material settlement thresholds under Section 8.14 of the Credit Agreement or any reporting obligations triggered by the pendency or outcome of the litigation.

If the scope of C&H's representation is to be expanded or modified at any time, the parties will agree upon the revised scope in a supplemental engagement letter or written amendment to this Engagement Letter.

4. Staffing

The following attorneys will be primarily responsible for this matter:

Douglas Carmichael, Partner — Mr. Carmichael will serve as the Responsible Partner and primary point of contact for the engagement. He will provide overall case strategy direction and supervision of the engagement team.

Francesca Morano, Partner — Ms. Morano will serve as the Billing Partner and will be responsible for day-to-day litigation management, motions practice, and court appearances before Justice Chen.

Carlos Espinoza, Senior Associate — Mr. Espinoza will serve as Lead Associate, with primary responsibility for discovery management, deposition preparation and conduct, legal research, and motion drafting.

Hannah Brinkley, Associate — Ms. Brinkley will serve as a Working Associate, providing legal research, document review support, deposition preparation assistance, and general drafting support.

C&H may assign additional attorneys, paralegals, legal assistants, or other professionals to the matter as reasonably necessary to staff the engagement efficiently and effectively. The Clients will be informed of any material changes to the staffing of the engagement, including the addition of any partner or senior associate who will play a significant role in the matter.

In addition, C&H may utilize outside vendors for specialized services, including but not limited to electronic discovery processing, hosting, and review platform services. The retention of any such vendor, and the associated costs, will be subject to the Clients' prior approval, as further described in Section 6 below.

5. Fees

5.1 Hourly Rates

Fees for C&H's services will be charged on an hourly basis at the standard rates of the attorneys and other professionals who perform work on the matter, as such rates are in effect from time to time. The current hourly rates for the primary members of the engagement team are as follows:

Rates for paralegals and legal assistants assigned to the matter currently range from $350 to $475 per hour, depending on experience and seniority.

C&H's standard billing rates are reviewed periodically and may be adjusted, typically effective January 1 of each calendar year. The Clients will be notified in advance of any adjustments to the rates applicable to this engagement. Rate adjustments will apply to services rendered on and after the effective date of the adjustment.

5.2 Billing Practices

C&H will render invoices to the Clients on a monthly basis, in arrears. Each invoice will include a reasonably detailed description of the services rendered during the applicable billing period, the identity of each timekeeper who performed services, the number of hours expended by each timekeeper, and the applicable hourly rate. Time will be recorded in increments of one-tenth (0.1) of an hour.

Invoices are due and payable within thirty (30) days of the date of the invoice. All payments shall be made in United States dollars by wire transfer to an account designated by C&H or by check payable to Calderwood & Harkness LLP.

If any invoice remains unpaid for more than sixty (60) days following the invoice date, C&H reserves the right to charge interest on the outstanding balance at the rate of one percent (1%) per month (or the maximum rate permitted by applicable law, if less), calculated from the date of the invoice until the date of payment.

C&H further reserves the right to require a retainer or advance payment of estimated fees and costs at any time during the course of the engagement. If a retainer is requested, C&H will hold the retainer in a client trust account maintained in accordance with the New York Rules of Professional Conduct and will apply the retainer against invoiced fees and costs as they become due.

5.3 Fee Estimate

Based on the information currently available to us as of the date of this Engagement Letter, C&H estimates that total professional fees through the resolution of the Action — whether by dispositive motion, settlement, or trial — will be in the range of approximately $1,800,000 to $2,500,000. This estimate is based on our preliminary assessment of the complexity of the claims, the volume of documents likely to be at issue, the anticipated scope of discovery (including approximately ten to fifteen depositions), the likelihood and scope of motion practice, and the possibility that the matter may proceed to trial.

This fee estimate is provided solely for the Clients' budgeting and planning purposes. It does not constitute a cap, ceiling, guarantee, or fixed fee arrangement. Actual fees will depend on the time required to provide the services, which in turn will be affected by numerous factors, many of which are beyond C&H's control, including the pace and scope of discovery, the volume and complexity of motion practice, the number and duration of depositions, the conduct of opposing counsel, and decisions of the Court. C&H will endeavor to keep the Clients informed of developments that may materially affect this estimate and will provide updated estimates upon request.

6. Costs and Disbursements

In addition to professional fees, the Clients will be responsible for reimbursement of all reasonable out-of-pocket costs and disbursements incurred by C&H in connection with the engagement. Such costs and disbursements include, but are not limited to, the following:

(a) Court filing fees, motion fees, and costs associated with service of process;

(b) Expert witness fees and expenses, including retainer fees, hourly charges, report preparation costs, and travel expenses (the retention of expert witnesses and the terms of their engagement will be subject to the Clients' prior approval);

(c) E-discovery vendor costs, including document collection, processing, hosting, review platform licensing, analytics, and production costs;

(d) Deposition transcript costs, videography charges, and interpreter fees;

(e) Travel expenses reasonably incurred in connection with the engagement, including airfare, ground transportation, lodging, and meals, which may include travel to Greece and other international locations as necessary for witness preparation, document review, and coordination with Clients' personnel and Greek local counsel;

(f) Copying, printing, binding, and courier or express delivery charges;

(g) Computerized legal research charges (e.g., Westmark Data Systems, Sundial Solutions, and other databases); and

(h) Such other costs and disbursements as are reasonably and customarily incurred in connection with commercial litigation of this nature.

Costs and disbursements will be billed as incurred and will be included in C&H's monthly invoices. C&H will seek the Clients' prior written approval before incurring any single cost or expense item that is expected to exceed $25,000. For the avoidance of doubt, the fee estimate provided in Section 5.3 above does not include costs and disbursements, which will be in addition to professional fees.

7. Client Responsibilities

The Clients agree to cooperate fully and in good faith with C&H in connection with the defense of the Action. In particular, and without limitation, the Clients agree to the following:

(a) Access to Documents and Information. The Clients will provide C&H with timely access to all documents, records, data, and information in the Clients' possession, custody, or control that are relevant or potentially relevant to the Action, including the Charter-Party and all amendments thereto, vessel operational records, maintenance and repair logs, classification society reports, voyage records, crew records, and all correspondence and communications with Northwind and its representatives.

(b) Responsiveness. The Clients will respond promptly to C&H's requests for factual information, instructions, and document production, recognizing that the litigation will be subject to court-imposed deadlines and that delays in the Clients' responses may adversely affect the defense.

(c) Litigation Hold. The Clients will promptly implement and maintain a litigation hold on all documents and electronically stored information in their possession, custody, or control that are related to the M/V Aegean Fortuna, the Charter-Party, the three mechanical incidents at issue (March–April 2022, July 2022, and November–December 2022), the alleged route deviation in September 2022, and all communications with Northwind, its agents, and its representatives. A separate litigation hold notice containing detailed instructions and specifications will follow under separate cover within the next several business days. The Clients understand that the obligation to preserve relevant documents and ESI is of critical importance and that the failure to do so may result in severe sanctions, including adverse inference instructions and other penalties.

(d) Availability of Key Personnel. The Clients will make key personnel available for interviews, witness preparation sessions, and depositions as required in connection with the defense. Key personnel include, without limitation, Alexandros Stavridis (Chairman and Chief Executive Officer), Elena Papadimitriou (Chief Financial Officer), Captain Nikolaos Giannopoulos (Master of the M/V Aegean Fortuna), and Petros Vlahos (Chief Engineer of the M/V Aegean Fortuna).

(e) Ongoing Communication. The Clients will keep C&H informed of all developments that may affect the Action, including but not limited to any direct or indirect communications with Northwind or its representatives, communications with insurers (including the Oceanus Mutual Protection & Indemnity Club and Fortis Marine Underwriters Ltd.), and communications with Meridian Capital Bank AG relating to the Action or any litigation-related notification obligations under the Credit Agreement.

(f) Corporate Authorizations. The Clients will obtain all necessary corporate authorizations, including board of directors resolutions or other governing body approvals, as may be required to authorize litigation strategy decisions, the assertion of counterclaims, the retention of expert witnesses, participation in settlement negotiations, and the acceptance or rejection of any settlement offer.

8. Communication and Reporting

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

C&H will provide periodic written status updates to TSL management summarizing material case developments, strategy recommendations, upcoming deadlines and milestones, and updated cost estimates. The frequency and format of such reports will be determined by mutual agreement, but we anticipate that written updates will be provided at least monthly, with more frequent updates during periods of active litigation (e.g., during discovery, motion practice, or trial).

All communications between C&H and the Clients that are intended to be privileged should be clearly marked "Attorney-Client Privileged and Confidential" or "Attorney Work Product — Privileged and Confidential," as appropriate. The Clients should exercise care to preserve the confidentiality of all privileged communications and should not forward, copy, or disclose privileged communications to any third party — including officers, employees, or agents of the Clients who do not have a need to know — without first consulting with C&H. Inadvertent or unnecessary disclosure of privileged communications to third parties may result in a waiver of the attorney-client privilege and/or the work product protection, which could have significant adverse consequences for the defense.

9. Conflicts of Interest

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

The conflicts review included an examination of C&H's current and recent representations and relationships involving Northwind Maritime Corporation, Aegean Fortuna Shipholding Ltd., Eastbourne Bulk Carriers Ltd. (identified in the complaint as Northwind's sub-charterer of the Vessel), Meridian Capital Bank AG, Hargrove, Delacroix & Stern LLP, and other parties and entities identified in connection with the matter. The conflicts check also included a review of relationships with the individual officers and directors of the parties as disclosed to us.

If a conflict of interest arises or is identified at any time during the course of this engagement, C&H will promptly notify the Clients and discuss with them the appropriate steps to be taken, which may include obtaining informed written consent and waivers from affected parties or, if the conflict cannot be adequately addressed, withdrawal from the representation in accordance with applicable professional responsibility rules and court rules.

10. Local Counsel

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

C&H proposes to coordinate with Konstantinou & Rizos Law Offices, located at 15 Vasilissis Sofias Avenue, Athens 106 74, Greece, led by Dimitrios Konstantinou, Esq., for this purpose. We have worked with Konstantinou & Rizos on prior cross-border shipping matters and have confidence in their capabilities and responsiveness. A separate engagement letter between TSL and Konstantinou & Rizos will be prepared for TSL's review and execution.

Greek local counsel's professional fees and out-of-pocket costs will be billed separately by Konstantinou & Rizos and will be the sole responsibility of TSL. C&H will coordinate with Greek local counsel as needed, but C&H will not be responsible for the fees, costs, or work product of Greek local counsel.

11. Service of Process

C&H notes that TSL's registered agent for service of process in the State of New York is Piraeus Global Agency Corp., located at 30 Broad Street, Suite 1410, New York, New York 10004. C&H will coordinate with Piraeus Global Agency Corp. as necessary regarding the service of all court filings, motions, pleadings, discovery demands, and other process in the Action. The Clients should ensure that Piraeus Global Agency Corp. is informed of this engagement and is instructed to promptly forward to C&H any papers served upon it in connection with the Action.

12. Termination of Engagement

Either C&H or the Clients may terminate this engagement at any time upon written notice to the other party, subject to applicable court rules, the New York Rules of Professional Conduct, and C&H's professional responsibility obligations.

Upon termination of the engagement, the Clients will remain responsible for the payment of all fees earned and costs incurred by C&H through the effective date of termination, including any fees and costs reflected in invoices rendered after the date of termination that relate to services performed or costs incurred prior to such date.

In the event of termination, C&H will cooperate in the orderly transition of the matter to successor counsel retained by the Clients, including the transfer of files, work product, and relevant information, subject to C&H's retaining lien rights under applicable law. C&H may also seek to withdraw as counsel of record in the Action, which withdrawal will be subject to approval by the Court.

13. Document Retention

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

C&H may, in accordance with its retention schedule and applicable policies, destroy files related to this engagement after the expiration of the applicable retention period. Prior to any such destruction, C&H will use reasonable efforts to notify the Clients and to provide the Clients with an opportunity to request the return of any materials. All retention and destruction of files will be subject to any applicable legal, regulatory, or court-imposed document preservation requirements.

14. Limitation of Liability; No Guarantee of Outcome

C&H will exercise reasonable professional skill and care in the performance of its services under this Engagement Letter, consistent with the standards of the legal profession. However, C&H does not and cannot guarantee any particular result or outcome in connection with the Action.

The Clients acknowledge that the outcome of litigation depends on many factors that are beyond the control of counsel, including the decisions and rulings of the Court, the conduct and litigation strategy of opposing parties and their counsel, the testimony of witnesses, the development of the factual record through discovery, and the application of law to facts as they may be determined. Any expressions of opinion by C&H regarding the potential outcome of the Action or any aspect thereof are based on the information available at the time and should not be construed as promises or guarantees.

15. Governing Law

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

16. Entire Agreement

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

No modification, amendment, or supplement to this Engagement Letter shall be effective unless set forth in writing and signed by authorized representatives of both C&H and the Clients.

17. Acceptance

We are grateful for the confidence that Thalassa Shipping & Logistics SA has placed in Calderwood & Harkness LLP, and we are committed to providing the highest quality of legal representation in connection with this matter. We look forward to working with you and your team.

To confirm your agreement to the terms and conditions set forth in this Engagement Letter, we kindly request that you sign and date this letter in the space provided below and return a signed copy to our offices at your earliest convenience. A countersigned copy will be returned to you for your records.

Please do not hesitate to contact me at (212) 455-7142 or dcarmichael@calderwoodharkness.com, or Francesca Morano at (212) 455-7288 or fmorano@calderwoodharkness.com, if you have any questions regarding this Engagement Letter or any other aspect of the engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Douglas Carmichael

Title: Partner

Date: ________

By: ________

Name: Francesca Morano

Title: Partner

Date: ________

ACKNOWLEDGED AND AGREED:

THALASSA SHIPPING & LOGISTICS SA

By: ________

Name: Markos Theodorakis

Title: General Counsel

Date: ________

CEO Countersignature (if required by corporate policy):

By: ________

Name: Alexandros Stavridis

Title: Chairman and Chief Executive Officer

Date: ________

Enclosures: None (separate litigation hold notice to follow under separate cover)

cc:

Alexandros Stavridis, Chairman and CEO, Thalassa Shipping & Logistics SA Elena Papadimitriou, CFO, Thalassa Shipping & Logistics SA Francesca Morano, Calderwood & Harkness LLP Carlos Espinoza, Calderwood & Harkness LLP

Timekeeper	Title	Current Hourly Rate
Douglas Carmichael	Partner	$1,450
Francesca Morano	Partner	$1,350
Carlos Espinoza	Senior Associate	$950
Hannah Brinkley	Associate	$725

CALDERWOOD & HARKNESS LLP Counselors at Law
One Liberty Plaza, 50th Floor New York, New York 10006 Telephone: (212) 455-7000 Facsimile: (212) 455-7100 www.calderwoodharkness.com
October 16, 2023
VIA EMAIL AND INTERNATIONAL COURIER
Markos Theodorakis, Esq. General Counsel Thalassa Shipping & Logistics SA 42 Akti Miaouli Piraeus 185 38 Greece
Re: Engagement of Calderwood & Harkness LLP — Defense of 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
Dear Mr. Theodorakis:
1. Purpose and Confirmation of Engagement
We are pleased that Thalassa Shipping & Logistics SA has selected Calderwood & Harkness LLP ("C&H" or the "Firm") as its defense counsel in the above-referenced matter, and we look forward to working with you and your team. This letter confirms that C&H has been engaged, effective October 16, 2023, to represent Thalassa Shipping & Logistics SA ("Thalassa" or "TSL"), a Société Anonyme organized under the laws of the Hellenic Republic, and its wholly owned subsidiary Aegean Fortuna Shipholding Ltd. ("Aegean Fortuna Shipholding"), a limited liability company incorporated in the Republic of Liberia (Liberian Registration No. LR-C-20167845) (TSL and Aegean Fortuna Shipholding, collectively, the "Clients").
This engagement relates to the defense of the action captioned Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, filed on October 2, 2023 in the Supreme Court of the State of New York, New York County, Commercial Division, and assigned to the Honorable Lorraine K. Chen, J.S.C., Part 49 (the "Action").
This letter (the "Engagement Letter") sets forth the terms and conditions upon which C&H will provide legal services to the Clients in connection with the Action. We ask that you review this Engagement Letter carefully and, if the terms are acceptable, sign and return a copy to us as provided in Section 17 below. If you have any questions or wish to discuss any of the terms, please do not hesitate to contact me directly.
2. Background
For context, we set forth below a brief summary of the factual background of the Action as we understand it based on our review of the complaint and our initial discussions with you and your colleagues.
Northwind Maritime Corporation ("Northwind"), a corporation incorporated under the laws of the Republic of the marshall Islands with its principal office at 1700 Harbor Gateway, Suite 500, Stamford, Connecticut 06902, commenced the Action on October 2, 2023, alleging breach of a time charter-party (Charter-Party Reference No. NW-TSL-CP-2020-1203) for the vessel M/V Aegean Fortuna (IMO No. 9847231), a Supramax dry bulk carrier of 58,200 deadweight tons ("DWT"), flagged in the Republic of Liberia (the "Vessel"). The charter-party, based on the New York Produce Exchange Time Charter Form 2015 ("NYPE 2015") as amended by the parties in a series of rider clauses, was executed on December 3, 2020, with a commencement date of January 15, 2021 and a charter period of thirty-six (36) months (through January 14, 2024) at a daily hire rate of $14,750 (the "Charter-Party").
Northwind alleges that Thalassa, as disponent owner of the Vessel, failed to maintain the Vessel in a seaworthy condition in accordance with the maintenance and repair obligations set forth in the Charter-Party and deviated from agreed trade routes in violation of the trading limits provisions, resulting in alleged damages of approximately $18.3 million. Specifically, the claims in the complaint relate to three distinct mechanical incidents — the first occurring in or about March through April 2022, the second in or about July 2022, and the third in or about November through December 2022 — as well as an alleged unauthorized route deviation in or about September 2022. Northwind is represented by counsel at Hargrove, Delacroix & Stern LLP, led by Margaret Delacroix, Esq.
By way of additional background, TSL is an international shipping, chartering, and maritime logistics company headquartered in Piraeus, Greece. TSL operates an active fleet of approximately thirty-four (34) vessels across dry bulk, tanker, and container segments. Based on publicly available information and the materials you have provided, TSL had approximate annual revenue of $612 million and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately $98 million for the fiscal year ended December 31, 2022. We understand that Aegean Fortuna Shipholding is a single-purpose subsidiary formed to hold title to the Vessel.
3. Scope of Representation
C&H's representation of the Clients will encompass all aspects of the defense of the Action in the Supreme Court of the State of New York, New York County, including but not limited to the following:
(a) Review and analysis of the complaint, the Charter-Party, and all related agreements, amendments, addenda, side letters, fixture recaps, and other documentation pertinent to the claims asserted by Northwind;
(b) Preparation and filing of the answer to the complaint, assertion of all available affirmative defenses, and evaluation and filing of any counterclaims that the Clients may elect to assert against Northwind;
(c) Pre-trial motion practice, including motions to dismiss (whether pursuant to CPLR 3211 or otherwise), motions for summary judgment pursuant to CPLR 3212, and any other dispositive or procedural motions as may be appropriate;
(d) All phases of discovery, including preparation and response to document requests, interrogatories, and requests for admission; review and production of documents and electronically stored information ("ESI"); preparation for and conduct of depositions of fact and expert witnesses; and compliance with all discovery obligations under the CPLR and the Commercial Division Rules;
(e) Retention and coordination of expert witnesses in relevant disciplines, including but not limited to marine engineering, vessel maintenance and classification, maritime trade practices, and damages quantification, subject to the Clients' approval of expert selection and fees;
(f) Participation in mediation, settlement negotiations, and any other alternative dispute resolution ("ADR") proceedings that may be ordered by the Court or agreed to by the parties;
(g) Trial preparation, including preparation of witnesses, motions in limine, pre-trial memoranda, and exhibit lists, as well as representation of the Clients at trial, if the matter does not resolve prior to trial;
(h) Post-trial motions and any appeal to the Appellate Division, First Department, or beyond, if authorized by the Clients; and
(i) Such other legal services as may be reasonably necessary or appropriate in connection with the defense of the Action.
The scope of this engagement is subject to the following limitations and exclusions:
(i) Greek Corporate Law and Hellenic Maritime Regulatory Matters. This engagement does not include the provision of advice on Greek corporate law or Hellenic maritime regulatory matters. To the extent that such issues arise in connection with the Action — including, for example, questions regarding TSL's corporate authority, the interpretation of Greek corporate governance requirements, or compliance with Greek maritime regulations — C&H will coordinate with Greek local counsel to be separately retained by TSL, as discussed in Section 10 below.
(ii) marshall Islands Corporate Law. This engagement does not include advice on the corporate law of the Republic of the marshall Islands. Any such advice required in connection with Northwind's corporate status or otherwise will be provided by counsel separately retained by the relevant party or as may be separately agreed between C&H and the Clients.
(iii) Insurance Coverage Matters. This engagement does not include advice on insurance coverage matters beyond such coordination with TSL's insurers as may be reasonably necessary for the defense of the Action. The Clients will separately manage their relationships with the Oceanus Mutual Protection & Indemnity Club (Policy No. OCE-P&I-2020-TSL-0047), Fortis Marine Underwriters Ltd. (Hull & Machinery Policy No. FMU-HM-2020-4892), and Castellan Professional Liability Insurers Ltd. (Directors' and Officers' coverage), unless the Clients specifically request that C&H provide coverage-related services, in which case such services will be the subject of a supplemental engagement letter or amendment to this Engagement Letter.
(iv) Credit Agreement Compliance. This engagement does not include advice on compliance with the Credit Agreement dated April 1, 2019, by and among TSL (as borrower), Meridian Capital Bank AG (as administrative agent and lead arranger), and the lenders party thereto (as amended, the "Credit Agreement"), except to the extent that developments in the Action require notification to or consultation with Meridian Capital Bank AG — for example, with respect to material settlement thresholds under Section 8.14 of the Credit Agreement or any reporting obligations triggered by the pendency or outcome of the litigation.
If the scope of C&H's representation is to be expanded or modified at any time, the parties will agree upon the revised scope in a supplemental engagement letter or written amendment to this Engagement Letter.
4. Staffing
The following attorneys will be primarily responsible for this matter:
Douglas Carmichael, Partner — Mr. Carmichael will serve as the Responsible Partner and primary point of contact for the engagement. He will provide overall case strategy direction and supervision of the engagement team.
Francesca Morano, Partner — Ms. Morano will serve as the Billing Partner and will be responsible for day-to-day litigation management, motions practice, and court appearances before Justice Chen.
Carlos Espinoza, Senior Associate — Mr. Espinoza will serve as Lead Associate, with primary responsibility for discovery management, deposition preparation and conduct, legal research, and motion drafting.
Hannah Brinkley, Associate — Ms. Brinkley will serve as a Working Associate, providing legal research, document review support, deposition preparation assistance, and general drafting support.
C&H may assign additional attorneys, paralegals, legal assistants, or other professionals to the matter as reasonably necessary to staff the engagement efficiently and effectively. The Clients will be informed of any material changes to the staffing of the engagement, including the addition of any partner or senior associate who will play a significant role in the matter.
In addition, C&H may utilize outside vendors for specialized services, including but not limited to electronic discovery processing, hosting, and review platform services. The retention of any such vendor, and the associated costs, will be subject to the Clients' prior approval, as further described in Section 6 below.
5. Fees
5.1 Hourly Rates
Fees for C&H's services will be charged on an hourly basis at the standard rates of the attorneys and other professionals who perform work on the matter, as such rates are in effect from time to time. The current hourly rates for the primary members of the engagement team are as follows:
Rates for paralegals and legal assistants assigned to the matter currently range from $350 to $475 per hour, depending on experience and seniority.
C&H's standard billing rates are reviewed periodically and may be adjusted, typically effective January 1 of each calendar year. The Clients will be notified in advance of any adjustments to the rates applicable to this engagement. Rate adjustments will apply to services rendered on and after the effective date of the adjustment.
5.2 Billing Practices
C&H will render invoices to the Clients on a monthly basis, in arrears. Each invoice will include a reasonably detailed description of the services rendered during the applicable billing period, the identity of each timekeeper who performed services, the number of hours expended by each timekeeper, and the applicable hourly rate. Time will be recorded in increments of one-tenth (0.1) of an hour.
Invoices are due and payable within thirty (30) days of the date of the invoice. All payments shall be made in United States dollars by wire transfer to an account designated by C&H or by check payable to Calderwood & Harkness LLP.
If any invoice remains unpaid for more than sixty (60) days following the invoice date, C&H reserves the right to charge interest on the outstanding balance at the rate of one percent (1%) per month (or the maximum rate permitted by applicable law, if less), calculated from the date of the invoice until the date of payment.
C&H further reserves the right to require a retainer or advance payment of estimated fees and costs at any time during the course of the engagement. If a retainer is requested, C&H will hold the retainer in a client trust account maintained in accordance with the New York Rules of Professional Conduct and will apply the retainer against invoiced fees and costs as they become due.
5.3 Fee Estimate
Based on the information currently available to us as of the date of this Engagement Letter, C&H estimates that total professional fees through the resolution of the Action — whether by dispositive motion, settlement, or trial — will be in the range of approximately $1,800,000 to $2,500,000. This estimate is based on our preliminary assessment of the complexity of the claims, the volume of documents likely to be at issue, the anticipated scope of discovery (including approximately ten to fifteen depositions), the likelihood and scope of motion practice, and the possibility that the matter may proceed to trial.
This fee estimate is provided solely for the Clients' budgeting and planning purposes. It does not constitute a cap, ceiling, guarantee, or fixed fee arrangement. Actual fees will depend on the time required to provide the services, which in turn will be affected by numerous factors, many of which are beyond C&H's control, including the pace and scope of discovery, the volume and complexity of motion practice, the number and duration of depositions, the conduct of opposing counsel, and decisions of the Court. C&H will endeavor to keep the Clients informed of developments that may materially affect this estimate and will provide updated estimates upon request.
6. Costs and Disbursements
In addition to professional fees, the Clients will be responsible for reimbursement of all reasonable out-of-pocket costs and disbursements incurred by C&H in connection with the engagement. Such costs and disbursements include, but are not limited to, the following:
(a) Court filing fees, motion fees, and costs associated with service of process;
(b) Expert witness fees and expenses, including retainer fees, hourly charges, report preparation costs, and travel expenses (the retention of expert witnesses and the terms of their engagement will be subject to the Clients' prior approval);
(c) E-discovery vendor costs, including document collection, processing, hosting, review platform licensing, analytics, and production costs;
(d) Deposition transcript costs, videography charges, and interpreter fees;
(e) Travel expenses reasonably incurred in connection with the engagement, including airfare, ground transportation, lodging, and meals, which may include travel to Greece and other international locations as necessary for witness preparation, document review, and coordination with Clients' personnel and Greek local counsel;
(f) Copying, printing, binding, and courier or express delivery charges;
(g) Computerized legal research charges (e.g., Westmark Data Systems, Sundial Solutions, and other databases); and
(h) Such other costs and disbursements as are reasonably and customarily incurred in connection with commercial litigation of this nature.
Costs and disbursements will be billed as incurred and will be included in C&H's monthly invoices. C&H will seek the Clients' prior written approval before incurring any single cost or expense item that is expected to exceed $25,000. For the avoidance of doubt, the fee estimate provided in Section 5.3 above does not include costs and disbursements, which will be in addition to professional fees.
7. Client Responsibilities
The Clients agree to cooperate fully and in good faith with C&H in connection with the defense of the Action. In particular, and without limitation, the Clients agree to the following:
(a) Access to Documents and Information. The Clients will provide C&H with timely access to all documents, records, data, and information in the Clients' possession, custody, or control that are relevant or potentially relevant to the Action, including the Charter-Party and all amendments thereto, vessel operational records, maintenance and repair logs, classification society reports, voyage records, crew records, and all correspondence and communications with Northwind and its representatives.
(b) Responsiveness. The Clients will respond promptly to C&H's requests for factual information, instructions, and document production, recognizing that the litigation will be subject to court-imposed deadlines and that delays in the Clients' responses may adversely affect the defense.
(c) Litigation Hold. The Clients will promptly implement and maintain a litigation hold on all documents and electronically stored information in their possession, custody, or control that are related to the M/V Aegean Fortuna, the Charter-Party, the three mechanical incidents at issue (March–April 2022, July 2022, and November–December 2022), the alleged route deviation in September 2022, and all communications with Northwind, its agents, and its representatives. A separate litigation hold notice containing detailed instructions and specifications will follow under separate cover within the next several business days. The Clients understand that the obligation to preserve relevant documents and ESI is of critical importance and that the failure to do so may result in severe sanctions, including adverse inference instructions and other penalties.
(d) Availability of Key Personnel. The Clients will make key personnel available for interviews, witness preparation sessions, and depositions as required in connection with the defense. Key personnel include, without limitation, Alexandros Stavridis (Chairman and Chief Executive Officer), Elena Papadimitriou (Chief Financial Officer), Captain Nikolaos Giannopoulos (Master of the M/V Aegean Fortuna), and Petros Vlahos (Chief Engineer of the M/V Aegean Fortuna).
(e) Ongoing Communication. The Clients will keep C&H informed of all developments that may affect the Action, including but not limited to any direct or indirect communications with Northwind or its representatives, communications with insurers (including the Oceanus Mutual Protection & Indemnity Club and Fortis Marine Underwriters Ltd.), and communications with Meridian Capital Bank AG relating to the Action or any litigation-related notification obligations under the Credit Agreement.
(f) Corporate Authorizations. The Clients will obtain all necessary corporate authorizations, including board of directors resolutions or other governing body approvals, as may be required to authorize litigation strategy decisions, the assertion of counterclaims, the retention of expert witnesses, participation in settlement negotiations, and the acceptance or rejection of any settlement offer.
8. Communication and Reporting
Douglas Carmichael will serve as the primary point of contact at C&H for all matters relating to this engagement. Markos Theodorakis will serve as the primary point of contact at TSL. Day-to-day communications may also be directed to Francesca Morano and Carlos Espinoza, as appropriate, but all significant strategy decisions and client instructions should be communicated through or confirmed by Mr. Carmichael and Mr. Theodorakis, respectively.
C&H will provide periodic written status updates to TSL management summarizing material case developments, strategy recommendations, upcoming deadlines and milestones, and updated cost estimates. The frequency and format of such reports will be determined by mutual agreement, but we anticipate that written updates will be provided at least monthly, with more frequent updates during periods of active litigation (e.g., during discovery, motion practice, or trial).
All communications between C&H and the Clients that are intended to be privileged should be clearly marked "Attorney-Client Privileged and Confidential" or "Attorney Work Product — Privileged and Confidential," as appropriate. The Clients should exercise care to preserve the confidentiality of all privileged communications and should not forward, copy, or disclose privileged communications to any third party — including officers, employees, or agents of the Clients who do not have a need to know — without first consulting with C&H. Inadvertent or unnecessary disclosure of privileged communications to third parties may result in a waiver of the attorney-client privilege and/or the work product protection, which could have significant adverse consequences for the defense.
9. Conflicts of Interest
C&H has conducted a conflicts of interest review in accordance with the New York Rules of Professional Conduct and the Firm's internal conflicts policies. Based on the information currently available, the Firm has not identified any conflict of interest that would preclude C&H from undertaking this representation.
The conflicts review included an examination of C&H's current and recent representations and relationships involving Northwind Maritime Corporation, Aegean Fortuna Shipholding Ltd., Eastbourne Bulk Carriers Ltd. (identified in the complaint as Northwind's sub-charterer of the Vessel), Meridian Capital Bank AG, Hargrove, Delacroix & Stern LLP, and other parties and entities identified in connection with the matter. The conflicts check also included a review of relationships with the individual officers and directors of the parties as disclosed to us.
If a conflict of interest arises or is identified at any time during the course of this engagement, C&H will promptly notify the Clients and discuss with them the appropriate steps to be taken, which may include obtaining informed written consent and waivers from affected parties or, if the conflict cannot be adequately addressed, withdrawal from the representation in accordance with applicable professional responsibility rules and court rules.
10. Local Counsel
Given that TSL is organized under the laws of the Hellenic Republic and has its principal offices in Greece, and recognizing that certain issues of Greek corporate authority, board resolutions, and Hellenic maritime regulatory compliance may arise in the course of the Action, C&H recommends the retention of qualified Greek local counsel to advise on such matters.
C&H proposes to coordinate with Konstantinou & Rizos Law Offices, located at 15 Vasilissis Sofias Avenue, Athens 106 74, Greece, led by Dimitrios Konstantinou, Esq., for this purpose. We have worked with Konstantinou & Rizos on prior cross-border shipping matters and have confidence in their capabilities and responsiveness. A separate engagement letter between TSL and Konstantinou & Rizos will be prepared for TSL's review and execution.
Greek local counsel's professional fees and out-of-pocket costs will be billed separately by Konstantinou & Rizos and will be the sole responsibility of TSL. C&H will coordinate with Greek local counsel as needed, but C&H will not be responsible for the fees, costs, or work product of Greek local counsel.
11. Service of Process
C&H notes that TSL's registered agent for service of process in the State of New York is Piraeus Global Agency Corp., located at 30 Broad Street, Suite 1410, New York, New York 10004. C&H will coordinate with Piraeus Global Agency Corp. as necessary regarding the service of all court filings, motions, pleadings, discovery demands, and other process in the Action. The Clients should ensure that Piraeus Global Agency Corp. is informed of this engagement and is instructed to promptly forward to C&H any papers served upon it in connection with the Action.
12. Termination of Engagement
Either C&H or the Clients may terminate this engagement at any time upon written notice to the other party, subject to applicable court rules, the New York Rules of Professional Conduct, and C&H's professional responsibility obligations.
Upon termination of the engagement, the Clients will remain responsible for the payment of all fees earned and costs incurred by C&H through the effective date of termination, including any fees and costs reflected in invoices rendered after the date of termination that relate to services performed or costs incurred prior to such date.
In the event of termination, C&H will cooperate in the orderly transition of the matter to successor counsel retained by the Clients, including the transfer of files, work product, and relevant information, subject to C&H's retaining lien rights under applicable law. C&H may also seek to withdraw as counsel of record in the Action, which withdrawal will be subject to approval by the Court.
13. Document Retention
Upon conclusion of this engagement, C&H will retain the Clients' files (including both paper and electronic files) in accordance with the Firm's standard document retention policies. Original documents provided to C&H by the Clients during the course of the engagement will be returned to the Clients upon written request.
C&H may, in accordance with its retention schedule and applicable policies, destroy files related to this engagement after the expiration of the applicable retention period. Prior to any such destruction, C&H will use reasonable efforts to notify the Clients and to provide the Clients with an opportunity to request the return of any materials. All retention and destruction of files will be subject to any applicable legal, regulatory, or court-imposed document preservation requirements.
14. Limitation of Liability; No Guarantee of Outcome
C&H will exercise reasonable professional skill and care in the performance of its services under this Engagement Letter, consistent with the standards of the legal profession. However, C&H does not and cannot guarantee any particular result or outcome in connection with the Action.
The Clients acknowledge that the outcome of litigation depends on many factors that are beyond the control of counsel, including the decisions and rulings of the Court, the conduct and litigation strategy of opposing parties and their counsel, the testimony of witnesses, the development of the factual record through discovery, and the application of law to facts as they may be determined. Any expressions of opinion by C&H regarding the potential outcome of the Action or any aspect thereof are based on the information available at the time and should not be construed as promises or guarantees.
15. Governing Law
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles. Any dispute arising out of or relating to this Engagement Letter or the engagement contemplated hereby shall be subject to the exclusive jurisdiction of the courts of the State of New York, County of New York.
16. Entire Agreement
This Engagement Letter, together with any written amendments, supplements, or addenda hereto executed by both parties, constitutes the entire agreement between C&H and the Clients regarding the terms and conditions of C&H's engagement in connection with the Action. This Engagement Letter supersedes all prior oral or written communications, understandings, and agreements between the parties relating to the subject matter hereof.
No modification, amendment, or supplement to this Engagement Letter shall be effective unless set forth in writing and signed by authorized representatives of both C&H and the Clients.
17. Acceptance
We are grateful for the confidence that Thalassa Shipping & Logistics SA has placed in Calderwood & Harkness LLP, and we are committed to providing the highest quality of legal representation in connection with this matter. We look forward to working with you and your team.
To confirm your agreement to the terms and conditions set forth in this Engagement Letter, we kindly request that you sign and date this letter in the space provided below and return a signed copy to our offices at your earliest convenience. A countersigned copy will be returned to you for your records.
Please do not hesitate to contact me at (212) 455-7142 or dcarmichael@calderwoodharkness.com, or Francesca Morano at (212) 455-7288 or fmorano@calderwoodharkness.com, if you have any questions regarding this Engagement Letter or any other aspect of the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Douglas Carmichael
Title: Partner
Date: ________
By: ________
Name: Francesca Morano
Title: Partner
Date: ________
ACKNOWLEDGED AND AGREED:
THALASSA SHIPPING & LOGISTICS SA
By: ________
Name: Markos Theodorakis
Title: General Counsel
Date: ________
CEO Countersignature (if required by corporate policy):
By: ________
Name: Alexandros Stavridis
Title: Chairman and Chief Executive Officer
Date: ________
Enclosures: None (separate litigation hold notice to follow under separate cover)
cc:
Alexandros Stavridis, Chairman and CEO, Thalassa Shipping & Logistics SA Elena Papadimitriou, CFO, Thalassa Shipping & Logistics SA Francesca Morano, Calderwood & Harkness LLP Carlos Espinoza, Calderwood & Harkness LLP
Timekeeper | Title | Current Hourly Rate
Douglas Carmichael | Partner | $1,450
Francesca Morano | Partner | $1,350
Carlos Espinoza | Senior Associate | $950
Hannah Brinkley | Associate | $725

CALDERWOOD & HARKNESS LLP Counselors at Law

VIA EMAIL AND INTERNATIONAL COURIER

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

THALASSA SHIPPING & LOGISTICS SA

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