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

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CALDERWOOD & HARKNESS LLP Attorneys at Law

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

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

February 15, 2024

VIA ELECTRONIC MAIL AND Sundial Data Systems

Dr. Constance Albright Managing Director Clearwater Economics LLC 1001 Pennsylvania Avenue NW, Suite 700 Washington, DC 20004

Re: Retention as Damages Expert — Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, Supreme Court of the State of New York, New York County, Commercial Division

C&H Matter No. 1044-00006

Dear Dr. Albright:

1. Introduction and Purpose

Calderwood & Harkness LLP ("C&H" or the "Firm") represents Thalassa Shipping & Logistics SA ("TSL"), a Société Anonyme organized under the laws of the Hellenic Republic, and its wholly owned subsidiary Aegean Fortuna Shipholding Ltd. ("Aegean Fortuna"), a Liberian limited liability company, in the above-captioned litigation currently pending in the Supreme Court of the State of New York, New York County, Commercial Division, before the Honorable Lorraine K. Chen, J.S.C., Part 49 (the "Litigation"). We write to formally retain you and Clearwater Economics LLC ("Clearwater") as an independent damages expert on behalf of TSL and Aegean Fortuna (collectively, the "Defendants") in connection with the defense of breach of charter-party claims brought by Northwind Maritime Corporation ("Northwind" or "Plaintiff").

The purpose of this letter (this "Retention Letter" or "Letter") is to set forth the terms and conditions governing your engagement, including the scope of work to be performed, the deliverables expected, the applicable compensation arrangements, and the obligations of confidentiality and independence that will govern the relationship between Clearwater and C&H throughout this engagement.

The C&H attorneys principally responsible for this matter are as follows:

• Douglas Carmichael, Partner — Responsible Partner

• Francesca Morano, Partner — Billing Partner

• Carlos Espinoza, Associate — Lead Associate

• Hannah Brinkley, Associate — Working Associate

Your primary day-to-day contacts at C&H will be Carlos Espinoza and Hannah Brinkley, who will coordinate document production, factual briefings, and scheduling matters with you and your team. Mr. Espinoza can be reached at (212) 558-4127 or cespinoza@calderwoodharkness.com, and Ms. Brinkley can be reached at (212) 558-4263 or hbrinkley@calderwoodharkness.com. Mr. Carmichael and Ms. Morano will be available for strategic consultations and expert preparation sessions as the matter progresses.

2. Background of the Dispute

To provide context for your engagement, we set forth below a summary of the material factual and procedural background of this dispute. Additional detail, along with copies of the operative pleadings and underlying transactional documents, is enclosed with this Letter and will be supplemented as discovery progresses.

The Charter-Party. On or about December 3, 2020, Northwind Maritime Corporation, a corporation organized under the laws of the Republic of the marshall Islands, entered into a thirty-six (36) month time charter-party with TSL for the vessel M/V Aegean Fortuna (IMO No. 9847231), a Supramax dry bulk carrier of approximately 58,200 deadweight tonnage ("DWT"), registered under Liberian flag and classified by the Global Maritime Classification Bureau (the "Charter-Party"). The Charter-Party was executed on the New York Produce Exchange Time Charter Form 2015 (NYPE 2015), as amended by a series of rider clauses and addenda negotiated between the parties. The Charter-Party bears Reference No. NW-TSL-CP-2020-1203.

The Charter-Party provided for a commencement date of January 15, 2021 and an expiration date of January 14, 2024. The agreed daily hire rate was $14,750 per day, yielding a total charter value over the full thirty-six-month term of approximately $16,166,250 (based on 1,096 days at the daily rate, subject to adjustment for off-hire periods and redelivery tolerances).

The Alleged Breaches. Northwind alleges that TSL breached its obligations under the Charter-Party with respect to the maintenance and seaworthiness of the M/V Aegean Fortuna and that TSL deviated from agreed trade routes during the charter period. Northwind contends that these alleged breaches gave rise to three distinct incidents (referred to in the pleadings as "Incident 1," "Incident 2," and "Incident 3") that resulted in off-hire periods, cargo damage, missed laycan windows, and other consequential losses. Northwind claims total damages of approximately $18,300,000, the components of which are described more fully in Section 3 below.

Procedural History. Northwind filed its Complaint in this action on October 2, 2023, asserting claims for breach of contract, breach of the implied warranty of seaworthiness, and related relief. TSL, through this Firm, filed its Verified Answer and Counterclaim on November 17, 2023. In its Answer, TSL denies liability for the alleged breaches and asserts numerous affirmative defenses. TSL has also asserted a counterclaim against Northwind in the amount of $1,620,000, representing unpaid hire for the period of October 1 through December 31, 2022 (approximately 110 days at the daily hire rate of $14,750 per day, totaling $1,622,500, rounded in the pleadings to $1,620,000). TSL contends that Northwind wrongfully withheld these hire payments by invoking off-hire and setoff rights under the Charter-Party without legal or factual justification.

The case is currently in the discovery phase. A preliminary conference has been held before Justice Chen, and the parties are proceeding with document production and scheduling of depositions.

3. Scope of Engagement

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

3.1 Evaluation of Northwind's Claimed Damages Categories

Northwind's Complaint and preliminary damages disclosures identify the following categories of claimed damages, which you are asked to evaluate, quantify independently where appropriate, and critique as warranted:

(a) Off-Hire Deductions. Northwind claims a total of sixty-eight (68) off-hire days across the three alleged incidents, broken down as follows: twenty-two (22) days attributable to Incident 1, twenty-one (21) days attributable to Incident 2, and twenty-five (25) days attributable to Incident 3. At the daily hire rate of $14,750 per day, Northwind claims off-hire deductions totaling $1,003,000 (68 × $14,750). You are asked to evaluate the factual and economic basis for each claimed off-hire period, including whether the durations are supported by the vessel's operational records and whether the claimed periods overlap with or are duplicative of other damages categories.

(b) Liquidated Damages Under Clause 28. The Charter-Party contains a liquidated damages provision in Clause 28 that establishes a formula of one hundred fifty percent (150%) of the aggregate off-hire days multiplied by the daily hire rate, subject to a cap of $4,500,000 "for any single continuous period of breach." Northwind claims $4,500,000 in aggregate liquidated damages, asserting that the three separate breach periods each independently trigger the $4,500,000 cap, such that the total potential liquidated damages exposure would be $13,500,000, though Northwind's Complaint appears to seek only a single $4,500,000 amount at this time. It is TSL's position that the $4,500,000 cap applies once as an aggregate ceiling for the entire charter period, thereby limiting TSL's liquidated damages exposure to $4,500,000 in total regardless of the number of alleged breach periods. You are asked to analyze the economic implications of each interpretation, including whether the per-incident interpretation would result in a total liquidated damages figure that is grossly disproportionate to any reasonable pre-estimate of the charterer's actual losses.

(c) Substitute Charter Costs. Northwind claims costs of $471,600 associated with obtaining substitute tonnage during periods when the M/V Aegean Fortuna was allegedly unavailable. Specifically, Northwind asserts that it chartered substitute vessels for a total of seventy-two (72) days at a substitute rate of $21,300 per day, resulting in a rate differential of $6,550 per day ($21,300 − $14,750) multiplied by 72 days. You are asked to assess the reasonableness of the claimed substitute charter rate, the duration of the substitute charter period, and the relationship between the 72-day substitute period and the 68-day off-hire period claimed.

(d) Cargo Damage Claims. Northwind claims $3,420,000 for iron ore oxidation damage that allegedly occurred during Incident 2 as a result of water ingress attributable to the vessel's alleged unseaworthiness. You are asked to evaluate the quantum of claimed cargo damage, including the basis for the valuation of the damaged cargo, whether the damage was properly documented and surveyed, and the extent to which the claimed loss is attributable to the alleged breach as opposed to inherent vice, pre-shipment condition, or other intervening causes.

(e) Demurrage and Dead Freight. Northwind claims $1,230,000 in demurrage charges and dead freight losses related to the vessel's alleged failure to arrive at the Port of Qingdao within the agreed laycan window of October 1–5, 2022. You are asked to evaluate the calculation of demurrage, including the applicable demurrage rate under the relevant voyage charter or sub-charter, and to assess the claimed dead freight, including whether the cargo quantities and freight rates used in the calculation are consistent with market conditions and the relevant contractual terms.

(f) Additional Port Costs and Bunker Surcharges. Northwind claims $875,400 in additional port costs and bunker surcharges that it contends were incurred as a consequence of the alleged breaches, including costs associated with unscheduled port calls, additional bunkering, and deviation-related expenses. You are asked to evaluate each component of these claimed costs, determine whether they are properly documented, and assess the extent to which they are causally linked to the alleged breaches.

(g) Lost Sub-Charter Profit. During the charter period, Northwind entered into a sub-charter with Eastbourne Bulk Carriers Ltd. ("Eastbourne") at a daily sub-charter rate of $17,200 per day. Northwind claims lost sub-charter profit of $166,600, calculated as the difference between the sub-charter rate and the head charter rate ($17,200 − $14,750 = $2,450 per day) multiplied by the 68 off-hire days claimed. You are asked to evaluate whether this measure of damages is appropriate, whether it is duplicative of the off-hire deductions already claimed, and whether Northwind has properly accounted for any costs avoided during the off-hire periods.

(h) Third-Party Shipper Cargo Claims. Northwind asserts that it faces or has settled three third-party cargo claims arising from the alleged incidents, totaling $5,634,400. You are asked to evaluate the quantum of these claims, the basis for the settlement amounts (if applicable), and the extent to which TSL bears responsibility for such claims under the allocation of risk provisions in the Charter-Party and applicable maritime law.

(i) Legal Fees and Expert Costs. Finally, Northwind includes in its damages claim $999,000 in legal fees and expert costs that it asserts are recoverable as damages resulting from TSL's alleged breaches. You are asked to assess whether these costs are properly recoverable as an element of damages under the Charter-Party or applicable law, and to evaluate whether the claimed amount is reasonable in light of the nature and complexity of the dispute.

3.2 Assessment of Damages Methodology and Reasonableness

In addition to evaluating each claimed damages category, you are asked to undertake a comprehensive assessment of the overall damages methodology employed by Northwind and its experts. This assessment should include, but not be limited to, the following:

(a) Whether Northwind's damages calculations utilize appropriate economic methodologies, including accepted approaches to valuation, discounting, and the measurement of expectation, reliance, and restitution interests in breach of contract cases;

(b) Whether the market data relied upon by Northwind—including Baltic Exchange assessments, reported fixture rates, bunker price indices, and port cost data—are current, relevant, and properly applied;

(c) Whether Northwind's economic assumptions regarding vessel utilization, cargo throughput, market conditions, and operational costs are reasonable and supported by the record;

(d) Whether the claimed damages categories are properly attributable to the alleged breaches, or whether some or all of the claimed losses are more properly attributable to other market or operational factors, including changes in freight market conditions, port congestion, weather events, or Northwind's own operational decisions; and

(e) Whether there is any double-counting or overlap among the various damages categories claimed by Northwind, particularly between off-hire deductions, substitute charter costs, lost sub-charter profit, and liquidated damages.

3.3 Mitigation Analysis

You are further asked to evaluate whether Northwind took reasonable steps to mitigate its damages, as is required under applicable law. This analysis should address:

(a) The timing and adequacy of Northwind's substitute charter arrangements, including whether Northwind acted promptly to secure substitute tonnage and whether the substitute charter rates obtained were consistent with prevailing market conditions at the time;

(b) The apparent discrepancy between the seventy-two (72) day substitute charter period claimed and the sixty-eight (68) off-hire days claimed, and what this four-day differential implies regarding Northwind's mitigation efforts and the possibility that Northwind obtained additional benefit from the substitute charter beyond the periods of alleged unavailability of the M/V Aegean Fortuna;

(c) Whether Northwind failed to take commercially reasonable steps to minimize cargo damage during Incident 2, including timely transshipment, segregation of affected cargo, or invocation of general average rights; and

(d) Whether Northwind's decisions with respect to the Qingdao laycan window—including the decision not to amend the laycan, negotiate an extension, or seek alternative discharge arrangements—constituted a failure to mitigate.

3.4 Counterclaim Support

TSL has asserted a counterclaim for $1,620,000 in hire payments that Northwind withheld for the period October 1 through December 31, 2022 (approximately 110 days at $14,750 per day). You are asked to:

(a) Analyze the economic basis for TSL's counterclaim, including whether the withheld hire is properly calculated and whether any portion of the withheld amount is subject to legitimate off-hire deductions;

(b) Assess whether Northwind's withholding of hire was economically justified under the Charter-Party's off-hire and setoff provisions, including an evaluation of whether the conditions precedent to the exercise of setoff rights under the Charter-Party were satisfied; and

(c) Provide an independent calculation of the amounts owed by Northwind to TSL after application of any legitimately deductible off-hire periods, if any, to the withheld hire.

3.5 Liquidated Damages Cap Analysis

This area of analysis is of particular significance to TSL's defense. You are asked to provide a thorough economic analysis addressing the following issues:

(a) Whether the Clause 28 liquidated damages cap of $4,500,000 is most reasonably interpreted as a single aggregate cap applicable to the entire charter period, rather than a per-incident cap, based on the economic structure of the Charter-Party, the relationship between the cap and the total charter value, and the commercial purpose of the liquidated damages provision;

(b) The relationship between the liquidated damages formula (150% of aggregate off-hire days multiplied by the daily hire rate) and the actual damages claimed by Northwind, including whether the liquidated damages amount would, under either interpretation, constitute a reasonable pre-estimate of the charterer's anticipated losses at the time the Charter-Party was executed, or whether the per-incident interpretation would result in a penalty that is grossly disproportionate to any foreseeable loss; and

(c) An analysis of industry practice with respect to liquidated damages provisions in time charter-parties, including the typical range of LD caps relative to total charter value, to provide context for the Court's assessment of the reasonableness of the provision.

3.6 Rebuttal of Opposing Expert

We anticipate that Northwind will rely upon the expert opinions of Dr. Rajesh Anand of Pinnacle Valuation Partners LLP, located at 399 Park Avenue, Suite 2200, New York, New York 10022. Dr. Anand is expected to provide opinions regarding the quantum and methodology of Northwind's damages claims. Upon service of Dr. Anand's expert report, you are asked to:

(a) Conduct a thorough review of Dr. Anand's opinions, methodology, data sources, and conclusions;

(b) Identify and analyze any errors, omissions, unsupported assumptions, or methodological deficiencies in Dr. Anand's report;

(c) Prepare a detailed rebuttal report setting forth your criticisms of Dr. Anand's opinions and providing alternative analyses where appropriate; and

(d) Be prepared to address Dr. Anand's opinions in deposition and trial testimony.

4. Deliverables

In connection with this engagement, you are expected to provide the following deliverables:

(a) Affirmative Expert Report. A comprehensive written expert report setting forth your opinions regarding the quantum of damages claimed by Northwind, the economic basis for TSL's counterclaim, and the liquidated damages cap analysis, together with the bases and reasons for each opinion, a description of the data and information considered, all exhibits and supporting materials relied upon, a list of your publications for the preceding ten (10) years, a list of all cases in which you have testified as an expert at trial or by deposition during the preceding four (4) years, and a statement of compensation for your engagement. The report shall be prepared in a form suitable for service under the applicable provisions of the New York Civil Practice Law and Rules and the rules of the Commercial Division.

(b) Rebuttal Expert Report. A written rebuttal report responding to the opinions of Dr. Rajesh Anand, prepared in accordance with the same standards and requirements as the affirmative report.

(c) Deposition Testimony. Testimony at deposition, if noticed by Northwind or ordered by the Court, in connection with your expert opinions.

(d) Trial or Hearing Testimony. Live testimony at trial or at any hearing before the Court at which your expert opinions are at issue, including direct examination, cross-examination, and any redirect examination.

(e) Consultation and Case Strategy Meetings. Attendance at case strategy meetings and consultation sessions with C&H attorneys, either in person at our offices, by videoconference, or by telephone, as reasonably requested. Such consultations may include preparation sessions in advance of depositions or trial, discussions regarding the development of damages theories, and review of documentary evidence and deposition transcripts.

5. Timeline

We are committed to providing you with all necessary factual materials and legal analysis in a timely manner to support your work. The anticipated timeline for this engagement is as follows:

(a) Document Production. C&H will provide a comprehensive factual background memorandum and an initial production of relevant documents, including the Charter-Party and all amendments, correspondence between the parties, vessel operational records, survey reports, cargo claims documentation, and financial records, promptly following execution of this Retention Letter.

(b) Affirmative Expert Report Deadline. Based on the current discovery schedule, your affirmative expert report is anticipated to be due on or about August 5, 2024. This date is subject to adjustment based on the discovery schedule set by Justice Chen and any modifications thereto agreed by the parties or ordered by the Court.

(c) Rebuttal Expert Report Deadline. Your rebuttal report is anticipated to be due on or about September 9, 2024, approximately thirty-five (35) days after the affirmative report deadline. This date is similarly subject to adjustment.

(d) Expert Depositions. Expert depositions are expected to be scheduled in the fall of 2024, with specific dates to be determined following service of expert reports.

(e) Trial. No trial date has been set as of the date of this Letter. C&H will provide reasonable advance notice of all deadlines, hearing dates, and trial dates as they are established.

We recognize that the preparation of thorough expert opinions requires adequate time for review and analysis, and we will make every effort to ensure that you receive documents and information well in advance of applicable deadlines. Should you at any time have concerns about the adequacy of the timeline, we ask that you raise them promptly with Mr. Espinoza so that appropriate steps can be taken.

6. Compensation

Clearwater Economics LLC shall be compensated for services rendered in connection with this engagement at the following rates:

(a) Dr. Constance Albright, Managing Director:

• Analysis and report preparation: $975 per hour

• Deposition testimony: $1,250 per hour (portal-to-portal)

• Trial testimony: $1,250 per hour (portal-to-portal)

(b) Senior Economists (Vice President level and above):

• Analysis and report preparation: $650 per hour

• Data analysis, modeling, and research support: $425 per hour

(d) Junior Analysts and Research Assistants:

• Document review, data compilation, and administrative support: $275 per hour

(e) Travel Time:

• Travel time for Dr. Albright shall be billed at fifty percent (50%) of her standard hourly rate for analysis and report preparation (i.e., $487.50 per hour). Travel time for other Clearwater personnel shall be billed at fifty percent (50%) of their respective standard hourly rates.

Expenses. Reasonable out-of-pocket expenses incurred in connection with this engagement, including but not limited to travel (economy-class airfare or standard-class rail for trips under four hours; business-class airfare for trips of four hours or more), lodging at standard business hotels, ground transportation, meals, reproduction and printing costs, courier and shipping charges, and data acquisition costs (including database subscriptions, market data purchases, and statistical datasets), shall be reimbursed at cost upon submission of itemized invoices with supporting receipts.

Invoicing. Clearwater shall submit monthly invoices to C&H, directed to the attention of Carlos Espinoza at Calderwood & Harkness LLP, One Liberty Plaza, 50th Floor, New York, New York 10006, or by electronic mail to cespinoza@calderwoodharkness.com. Each invoice shall include detailed time entries identifying the professional performing the work, the date, the number of hours, the applicable rate, a description of the work performed, and an itemization of all expenses with supporting documentation. Payment shall be due within thirty (30) days of C&H's receipt of each invoice.

Retainer. Upon execution of this Retention Letter, Clearwater shall receive an initial retainer in the amount of $75,000, which shall be held and applied against Clearwater's final invoice(s) on this engagement. In the event that the retainer exceeds the amount of the final invoice(s), the excess shall be promptly refunded to C&H.

No Contingency Fee. The compensation arrangement set forth in this Letter is structured on an hourly basis and is in no way contingent upon the outcome of the Litigation. Clearwater's compensation is not dependent upon the substance of Dr. Albright's opinions or the results achieved in the case. This arrangement is consistent with applicable ethical standards and the requirements for the admissibility of expert testimony.

7. Confidentiality Obligations

All information, documents, data, analyses, communications, and materials of any kind provided by C&H or TSL to Clearwater in connection with this engagement, or generated by Clearwater in connection with this engagement (collectively, "Confidential Materials"), are confidential and proprietary. Dr. Albright and all Clearwater personnel who have access to Confidential Materials shall treat such materials with the highest degree of confidentiality and shall not disclose any Confidential Materials to any third party without the prior written consent of C&H, except as may be required by a valid court order or subpoena, or by applicable law or regulation.

In the event that Clearwater receives a subpoena, court order, or other legal process requiring or purporting to require the disclosure of any Confidential Materials, Clearwater shall promptly notify C&H (and in any event no later than three (3) business days after receipt of such process) to permit C&H to seek a protective order or other appropriate relief.

Clearwater shall implement appropriate physical, electronic, and procedural safeguards to protect the confidentiality and security of Confidential Materials, including limiting access to Confidential Materials to those Clearwater personnel who have a need to know such information in connection with the performance of their duties under this engagement.

The parties acknowledge that communications between C&H attorneys and Dr. Albright in connection with this engagement may be protected by the attorney work-product doctrine. Dr. Albright shall take all reasonable steps to preserve such protections, including refraining from disclosing the substance of attorney-client communications or attorney work product to any person outside of C&H and Clearwater without the prior written consent of C&H.

Upon the conclusion of the engagement—whether by completion of the Litigation, termination of the engagement, or otherwise—Dr. Albright shall, at C&H's direction, either return all Confidential Materials to C&H or certify in writing that all Confidential Materials have been destroyed, except for such records as Clearwater is required to retain by applicable law, regulation, or professional standards. In the event Clearwater retains any records pursuant to this exception, such records shall continue to be subject to the confidentiality obligations set forth herein.

8. Independence and Conflicts

The credibility and admissibility of expert testimony depends in substantial part upon the independence of the expert from the retaining party and from the subject matter of the dispute. Accordingly, Dr. Albright represents and warrants as follows:

(a) Neither Dr. Albright nor Clearwater Economics LLC has any financial interest in or material relationship with any party to this Litigation, including Thalassa Shipping & Logistics SA, Aegean Fortuna Shipholding Ltd., Northwind Maritime Corporation, or any of their respective affiliates, officers, directors, or principals.

(b) Dr. Albright confirms that she has conducted a thorough conflict check with respect to all parties to this Litigation and all known material non-parties, including but not limited to the following entities, and has identified no conflicts of interest:

• Thalassa Shipping & Logistics SA

• Aegean Fortuna Shipholding Ltd.

• Northwind Maritime Corporation

• Meridian Capital Bank AG (TSL's lender)

• Oceanus Mutual Protection & Indemnity Club (TSL's P&I insurer)

• Fortis Marine Underwriters Ltd. (TSL's hull and machinery insurer)

• Eastbourne Bulk Carriers Ltd. (Northwind's sub-charterer)

• Pinnacle Valuation Partners LLP (Northwind's expert firm)

• Dr. Rajesh Anand (Northwind's damages expert)

(c) Dr. Albright shall promptly notify C&H in writing if, at any time during the course of this engagement, she becomes aware of any actual or potential conflict of interest, or any change in circumstances that could give rise to a reasonable question regarding her independence.

9. Document Preservation

Dr. Albright and Clearwater shall preserve all documents, communications, notes, drafts, memoranda, data files, electronic models, spreadsheets, databases, work papers, and any other materials generated, received, or maintained in connection with this engagement (collectively, "Engagement Materials"). This preservation obligation extends to all forms of Engagement Materials, whether in paper or electronic form, including drafts that have been superseded by final versions, internal emails and correspondence among Clearwater personnel relating to this engagement, and metadata associated with electronic files.

Engagement Materials may be subject to discovery in this or other proceedings and must be preserved in their entirety until C&H provides written instruction authorizing the return or destruction of such materials. Dr. Albright and Clearwater shall not delete, discard, or destroy any Engagement Materials without the prior written consent of C&H, regardless of whether the materials are considered preliminary, draft, or otherwise non-final in character.

10. Limitations on Engagement

This retention is solely for the purpose of providing expert damages analysis and testimony in connection with the above-captioned Litigation. Dr. Albright's engagement does not extend to any other matter, proceeding, arbitration, or dispute involving TSL, Aegean Fortuna, or any of their affiliates, whether currently pending or hereinafter arising, unless separately agreed in writing.

Nothing in this Letter shall be construed to create an attorney-client relationship between C&H and Clearwater, or between C&H and Dr. Albright personally. Clearwater is retained as an independent contractor, and Dr. Albright's opinions shall be her own, rendered on the basis of her independent professional judgment and expertise.

Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party. In the event of termination, Clearwater shall be entitled to compensation for all work performed and reimbursement of all expenses incurred through the effective date of termination. The confidentiality and document preservation obligations set forth in Sections 7 and 9 of this Letter shall survive the termination or expiration of this engagement.

11. Governing Law

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

12. Acceptance and Execution

We are pleased to have the opportunity to work with you on this important matter and are confident that your expertise will be of great value to TSL's defense. If the terms set forth in this Retention Letter are acceptable, please countersign and return one copy of this Letter to the undersigned to confirm your acceptance. An executed copy may be returned by hand delivery, Sundial Data Systems, or electronic transmission (PDF) to cespinoza@calderwoodharkness.com, with a hard copy to follow by mail.

We look forward to working with you. Please do not hesitate to contact me or Carlos Espinoza if you have any questions regarding the terms of this engagement or the substance of the matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Douglas Carmichael

Title: Partner

Date: February 15, 2024

AGREED AND ACCEPTED

By her signature below, Dr. Constance Albright, on behalf of herself and Clearwater Economics LLC, confirms that she has read and understood the terms of this Retention Letter, that she accepts the engagement on the terms described herein, and that the representations regarding independence and absence of conflicts set forth in Section 8 are true and correct as of the date of her signature.

CLEARWATER ECONOMICS LLC

By: ________

Name: Dr. Constance Albright

Title: Managing Director

Date: ________

Enclosures:

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

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

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

4. Summary of Northwind Maritime Corporation's Claimed Damages ($18,300,000 breakdown by category)

cc: Francesca Morano, Partner, Calderwood & Harkness LLP cc: Carlos Espinoza, Lead Associate, Calderwood & Harkness LLP cc: Markos Theodorakis, General Counsel, Thalassa Shipping & Logistics SA (via separate cover)

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 50th Floor New York, New York 10006
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
February 15, 2024
VIA ELECTRONIC MAIL AND Sundial Data Systems
Dr. Constance Albright Managing Director Clearwater Economics LLC 1001 Pennsylvania Avenue NW, Suite 700 Washington, DC 20004
Re: Retention as Damages Expert — Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, Supreme Court of the State of New York, New York County, Commercial Division
C&H Matter No. 1044-00006
Dear Dr. Albright:
1. Introduction and Purpose
Calderwood & Harkness LLP ("C&H" or the "Firm") represents Thalassa Shipping & Logistics SA ("TSL"), a Société Anonyme organized under the laws of the Hellenic Republic, and its wholly owned subsidiary Aegean Fortuna Shipholding Ltd. ("Aegean Fortuna"), a Liberian limited liability company, in the above-captioned litigation currently pending in the Supreme Court of the State of New York, New York County, Commercial Division, before the Honorable Lorraine K. Chen, J.S.C., Part 49 (the "Litigation"). We write to formally retain you and Clearwater Economics LLC ("Clearwater") as an independent damages expert on behalf of TSL and Aegean Fortuna (collectively, the "Defendants") in connection with the defense of breach of charter-party claims brought by Northwind Maritime Corporation ("Northwind" or "Plaintiff").
The purpose of this letter (this "Retention Letter" or "Letter") is to set forth the terms and conditions governing your engagement, including the scope of work to be performed, the deliverables expected, the applicable compensation arrangements, and the obligations of confidentiality and independence that will govern the relationship between Clearwater and C&H throughout this engagement.
The C&H attorneys principally responsible for this matter are as follows:
•  Douglas Carmichael, Partner — Responsible Partner
•  Francesca Morano, Partner — Billing Partner
•  Carlos Espinoza, Associate — Lead Associate
•  Hannah Brinkley, Associate — Working Associate
Your primary day-to-day contacts at C&H will be Carlos Espinoza and Hannah Brinkley, who will coordinate document production, factual briefings, and scheduling matters with you and your team. Mr. Espinoza can be reached at (212) 558-4127 or cespinoza@calderwoodharkness.com, and Ms. Brinkley can be reached at (212) 558-4263 or hbrinkley@calderwoodharkness.com. Mr. Carmichael and Ms. Morano will be available for strategic consultations and expert preparation sessions as the matter progresses.
2. Background of the Dispute
To provide context for your engagement, we set forth below a summary of the material factual and procedural background of this dispute. Additional detail, along with copies of the operative pleadings and underlying transactional documents, is enclosed with this Letter and will be supplemented as discovery progresses.
The Charter-Party. On or about December 3, 2020, Northwind Maritime Corporation, a corporation organized under the laws of the Republic of the marshall Islands, entered into a thirty-six (36) month time charter-party with TSL for the vessel M/V Aegean Fortuna (IMO No. 9847231), a Supramax dry bulk carrier of approximately 58,200 deadweight tonnage ("DWT"), registered under Liberian flag and classified by the Global Maritime Classification Bureau (the "Charter-Party"). The Charter-Party was executed on the New York Produce Exchange Time Charter Form 2015 (NYPE 2015), as amended by a series of rider clauses and addenda negotiated between the parties. The Charter-Party bears Reference No. NW-TSL-CP-2020-1203.
The Charter-Party provided for a commencement date of January 15, 2021 and an expiration date of January 14, 2024. The agreed daily hire rate was $14,750 per day, yielding a total charter value over the full thirty-six-month term of approximately $16,166,250 (based on 1,096 days at the daily rate, subject to adjustment for off-hire periods and redelivery tolerances).
The Alleged Breaches. Northwind alleges that TSL breached its obligations under the Charter-Party with respect to the maintenance and seaworthiness of the M/V Aegean Fortuna and that TSL deviated from agreed trade routes during the charter period. Northwind contends that these alleged breaches gave rise to three distinct incidents (referred to in the pleadings as "Incident 1," "Incident 2," and "Incident 3") that resulted in off-hire periods, cargo damage, missed laycan windows, and other consequential losses. Northwind claims total damages of approximately $18,300,000, the components of which are described more fully in Section 3 below.
Procedural History. Northwind filed its Complaint in this action on October 2, 2023, asserting claims for breach of contract, breach of the implied warranty of seaworthiness, and related relief. TSL, through this Firm, filed its Verified Answer and Counterclaim on November 17, 2023. In its Answer, TSL denies liability for the alleged breaches and asserts numerous affirmative defenses. TSL has also asserted a counterclaim against Northwind in the amount of $1,620,000, representing unpaid hire for the period of October 1 through December 31, 2022 (approximately 110 days at the daily hire rate of $14,750 per day, totaling $1,622,500, rounded in the pleadings to $1,620,000). TSL contends that Northwind wrongfully withheld these hire payments by invoking off-hire and setoff rights under the Charter-Party without legal or factual justification.
The case is currently in the discovery phase. A preliminary conference has been held before Justice Chen, and the parties are proceeding with document production and scheduling of depositions.
3. Scope of Engagement
You are retained to provide independent expert analysis and, if necessary, expert testimony regarding the quantum of damages claimed by Northwind, the economic validity and methodological soundness of Northwind's damages calculations, and the economic underpinnings of TSL's counterclaim and defenses. The specific areas of analysis for which your expertise is sought are described in the following subsections.
3.1 Evaluation of Northwind's Claimed Damages Categories
Northwind's Complaint and preliminary damages disclosures identify the following categories of claimed damages, which you are asked to evaluate, quantify independently where appropriate, and critique as warranted:
(a) Off-Hire Deductions. Northwind claims a total of sixty-eight (68) off-hire days across the three alleged incidents, broken down as follows: twenty-two (22) days attributable to Incident 1, twenty-one (21) days attributable to Incident 2, and twenty-five (25) days attributable to Incident 3. At the daily hire rate of $14,750 per day, Northwind claims off-hire deductions totaling $1,003,000 (68 × $14,750). You are asked to evaluate the factual and economic basis for each claimed off-hire period, including whether the durations are supported by the vessel's operational records and whether the claimed periods overlap with or are duplicative of other damages categories.
(b) Liquidated Damages Under Clause 28. The Charter-Party contains a liquidated damages provision in Clause 28 that establishes a formula of one hundred fifty percent (150%) of the aggregate off-hire days multiplied by the daily hire rate, subject to a cap of $4,500,000 "for any single continuous period of breach." Northwind claims $4,500,000 in aggregate liquidated damages, asserting that the three separate breach periods each independently trigger the $4,500,000 cap, such that the total potential liquidated damages exposure would be $13,500,000, though Northwind's Complaint appears to seek only a single $4,500,000 amount at this time. It is TSL's position that the $4,500,000 cap applies once as an aggregate ceiling for the entire charter period, thereby limiting TSL's liquidated damages exposure to $4,500,000 in total regardless of the number of alleged breach periods. You are asked to analyze the economic implications of each interpretation, including whether the per-incident interpretation would result in a total liquidated damages figure that is grossly disproportionate to any reasonable pre-estimate of the charterer's actual losses.
(c) Substitute Charter Costs. Northwind claims costs of $471,600 associated with obtaining substitute tonnage during periods when the M/V Aegean Fortuna was allegedly unavailable. Specifically, Northwind asserts that it chartered substitute vessels for a total of seventy-two (72) days at a substitute rate of $21,300 per day, resulting in a rate differential of $6,550 per day ($21,300 − $14,750) multiplied by 72 days. You are asked to assess the reasonableness of the claimed substitute charter rate, the duration of the substitute charter period, and the relationship between the 72-day substitute period and the 68-day off-hire period claimed.
(d) Cargo Damage Claims. Northwind claims $3,420,000 for iron ore oxidation damage that allegedly occurred during Incident 2 as a result of water ingress attributable to the vessel's alleged unseaworthiness. You are asked to evaluate the quantum of claimed cargo damage, including the basis for the valuation of the damaged cargo, whether the damage was properly documented and surveyed, and the extent to which the claimed loss is attributable to the alleged breach as opposed to inherent vice, pre-shipment condition, or other intervening causes.
(e) Demurrage and Dead Freight. Northwind claims $1,230,000 in demurrage charges and dead freight losses related to the vessel's alleged failure to arrive at the Port of Qingdao within the agreed laycan window of October 1–5, 2022. You are asked to evaluate the calculation of demurrage, including the applicable demurrage rate under the relevant voyage charter or sub-charter, and to assess the claimed dead freight, including whether the cargo quantities and freight rates used in the calculation are consistent with market conditions and the relevant contractual terms.
(f) Additional Port Costs and Bunker Surcharges. Northwind claims $875,400 in additional port costs and bunker surcharges that it contends were incurred as a consequence of the alleged breaches, including costs associated with unscheduled port calls, additional bunkering, and deviation-related expenses. You are asked to evaluate each component of these claimed costs, determine whether they are properly documented, and assess the extent to which they are causally linked to the alleged breaches.
(g) Lost Sub-Charter Profit. During the charter period, Northwind entered into a sub-charter with Eastbourne Bulk Carriers Ltd. ("Eastbourne") at a daily sub-charter rate of $17,200 per day. Northwind claims lost sub-charter profit of $166,600, calculated as the difference between the sub-charter rate and the head charter rate ($17,200 − $14,750 = $2,450 per day) multiplied by the 68 off-hire days claimed. You are asked to evaluate whether this measure of damages is appropriate, whether it is duplicative of the off-hire deductions already claimed, and whether Northwind has properly accounted for any costs avoided during the off-hire periods.
(h) Third-Party Shipper Cargo Claims. Northwind asserts that it faces or has settled three third-party cargo claims arising from the alleged incidents, totaling $5,634,400. You are asked to evaluate the quantum of these claims, the basis for the settlement amounts (if applicable), and the extent to which TSL bears responsibility for such claims under the allocation of risk provisions in the Charter-Party and applicable maritime law.
(i) Legal Fees and Expert Costs. Finally, Northwind includes in its damages claim $999,000 in legal fees and expert costs that it asserts are recoverable as damages resulting from TSL's alleged breaches. You are asked to assess whether these costs are properly recoverable as an element of damages under the Charter-Party or applicable law, and to evaluate whether the claimed amount is reasonable in light of the nature and complexity of the dispute.
3.2 Assessment of Damages Methodology and Reasonableness
In addition to evaluating each claimed damages category, you are asked to undertake a comprehensive assessment of the overall damages methodology employed by Northwind and its experts. This assessment should include, but not be limited to, the following:
(a) Whether Northwind's damages calculations utilize appropriate economic methodologies, including accepted approaches to valuation, discounting, and the measurement of expectation, reliance, and restitution interests in breach of contract cases;
(b) Whether the market data relied upon by Northwind—including Baltic Exchange assessments, reported fixture rates, bunker price indices, and port cost data—are current, relevant, and properly applied;
(c) Whether Northwind's economic assumptions regarding vessel utilization, cargo throughput, market conditions, and operational costs are reasonable and supported by the record;
(d) Whether the claimed damages categories are properly attributable to the alleged breaches, or whether some or all of the claimed losses are more properly attributable to other market or operational factors, including changes in freight market conditions, port congestion, weather events, or Northwind's own operational decisions; and
(e) Whether there is any double-counting or overlap among the various damages categories claimed by Northwind, particularly between off-hire deductions, substitute charter costs, lost sub-charter profit, and liquidated damages.
3.3 Mitigation Analysis
You are further asked to evaluate whether Northwind took reasonable steps to mitigate its damages, as is required under applicable law. This analysis should address:
(a) The timing and adequacy of Northwind's substitute charter arrangements, including whether Northwind acted promptly to secure substitute tonnage and whether the substitute charter rates obtained were consistent with prevailing market conditions at the time;
(b) The apparent discrepancy between the seventy-two (72) day substitute charter period claimed and the sixty-eight (68) off-hire days claimed, and what this four-day differential implies regarding Northwind's mitigation efforts and the possibility that Northwind obtained additional benefit from the substitute charter beyond the periods of alleged unavailability of the M/V Aegean Fortuna;
(c) Whether Northwind failed to take commercially reasonable steps to minimize cargo damage during Incident 2, including timely transshipment, segregation of affected cargo, or invocation of general average rights; and
(d) Whether Northwind's decisions with respect to the Qingdao laycan window—including the decision not to amend the laycan, negotiate an extension, or seek alternative discharge arrangements—constituted a failure to mitigate.
3.4 Counterclaim Support
TSL has asserted a counterclaim for $1,620,000 in hire payments that Northwind withheld for the period October 1 through December 31, 2022 (approximately 110 days at $14,750 per day). You are asked to:
(a) Analyze the economic basis for TSL's counterclaim, including whether the withheld hire is properly calculated and whether any portion of the withheld amount is subject to legitimate off-hire deductions;
(b) Assess whether Northwind's withholding of hire was economically justified under the Charter-Party's off-hire and setoff provisions, including an evaluation of whether the conditions precedent to the exercise of setoff rights under the Charter-Party were satisfied; and
(c) Provide an independent calculation of the amounts owed by Northwind to TSL after application of any legitimately deductible off-hire periods, if any, to the withheld hire.
3.5 Liquidated Damages Cap Analysis
This area of analysis is of particular significance to TSL's defense. You are asked to provide a thorough economic analysis addressing the following issues:
(a) Whether the Clause 28 liquidated damages cap of $4,500,000 is most reasonably interpreted as a single aggregate cap applicable to the entire charter period, rather than a per-incident cap, based on the economic structure of the Charter-Party, the relationship between the cap and the total charter value, and the commercial purpose of the liquidated damages provision;
(b) The relationship between the liquidated damages formula (150% of aggregate off-hire days multiplied by the daily hire rate) and the actual damages claimed by Northwind, including whether the liquidated damages amount would, under either interpretation, constitute a reasonable pre-estimate of the charterer's anticipated losses at the time the Charter-Party was executed, or whether the per-incident interpretation would result in a penalty that is grossly disproportionate to any foreseeable loss; and
(c) An analysis of industry practice with respect to liquidated damages provisions in time charter-parties, including the typical range of LD caps relative to total charter value, to provide context for the Court's assessment of the reasonableness of the provision.
3.6 Rebuttal of Opposing Expert
We anticipate that Northwind will rely upon the expert opinions of Dr. Rajesh Anand of Pinnacle Valuation Partners LLP, located at 399 Park Avenue, Suite 2200, New York, New York 10022. Dr. Anand is expected to provide opinions regarding the quantum and methodology of Northwind's damages claims. Upon service of Dr. Anand's expert report, you are asked to:
(a) Conduct a thorough review of Dr. Anand's opinions, methodology, data sources, and conclusions;
(b) Identify and analyze any errors, omissions, unsupported assumptions, or methodological deficiencies in Dr. Anand's report;
(c) Prepare a detailed rebuttal report setting forth your criticisms of Dr. Anand's opinions and providing alternative analyses where appropriate; and
(d) Be prepared to address Dr. Anand's opinions in deposition and trial testimony.
4. Deliverables
In connection with this engagement, you are expected to provide the following deliverables:
(a) Affirmative Expert Report. A comprehensive written expert report setting forth your opinions regarding the quantum of damages claimed by Northwind, the economic basis for TSL's counterclaim, and the liquidated damages cap analysis, together with the bases and reasons for each opinion, a description of the data and information considered, all exhibits and supporting materials relied upon, a list of your publications for the preceding ten (10) years, a list of all cases in which you have testified as an expert at trial or by deposition during the preceding four (4) years, and a statement of compensation for your engagement. The report shall be prepared in a form suitable for service under the applicable provisions of the New York Civil Practice Law and Rules and the rules of the Commercial Division.
(b) Rebuttal Expert Report. A written rebuttal report responding to the opinions of Dr. Rajesh Anand, prepared in accordance with the same standards and requirements as the affirmative report.
(c) Deposition Testimony. Testimony at deposition, if noticed by Northwind or ordered by the Court, in connection with your expert opinions.
(d) Trial or Hearing Testimony. Live testimony at trial or at any hearing before the Court at which your expert opinions are at issue, including direct examination, cross-examination, and any redirect examination.
(e) Consultation and Case Strategy Meetings. Attendance at case strategy meetings and consultation sessions with C&H attorneys, either in person at our offices, by videoconference, or by telephone, as reasonably requested. Such consultations may include preparation sessions in advance of depositions or trial, discussions regarding the development of damages theories, and review of documentary evidence and deposition transcripts.
5. Timeline
We are committed to providing you with all necessary factual materials and legal analysis in a timely manner to support your work. The anticipated timeline for this engagement is as follows:
(a) Document Production. C&H will provide a comprehensive factual background memorandum and an initial production of relevant documents, including the Charter-Party and all amendments, correspondence between the parties, vessel operational records, survey reports, cargo claims documentation, and financial records, promptly following execution of this Retention Letter.
(b) Affirmative Expert Report Deadline. Based on the current discovery schedule, your affirmative expert report is anticipated to be due on or about August 5, 2024. This date is subject to adjustment based on the discovery schedule set by Justice Chen and any modifications thereto agreed by the parties or ordered by the Court.
(c) Rebuttal Expert Report Deadline. Your rebuttal report is anticipated to be due on or about September 9, 2024, approximately thirty-five (35) days after the affirmative report deadline. This date is similarly subject to adjustment.
(d) Expert Depositions. Expert depositions are expected to be scheduled in the fall of 2024, with specific dates to be determined following service of expert reports.
(e) Trial. No trial date has been set as of the date of this Letter. C&H will provide reasonable advance notice of all deadlines, hearing dates, and trial dates as they are established.
We recognize that the preparation of thorough expert opinions requires adequate time for review and analysis, and we will make every effort to ensure that you receive documents and information well in advance of applicable deadlines. Should you at any time have concerns about the adequacy of the timeline, we ask that you raise them promptly with Mr. Espinoza so that appropriate steps can be taken.
6. Compensation
Clearwater Economics LLC shall be compensated for services rendered in connection with this engagement at the following rates:
(a) Dr. Constance Albright, Managing Director:
•  Analysis and report preparation: $975 per hour
•  Deposition testimony: $1,250 per hour (portal-to-portal)
•  Trial testimony: $1,250 per hour (portal-to-portal)
(b) Senior Economists (Vice President level and above):
•  Analysis and report preparation: $650 per hour
(c) Senior Analysts:
•  Data analysis, modeling, and research support: $425 per hour
(d) Junior Analysts and Research Assistants:
•  Document review, data compilation, and administrative support: $275 per hour
(e) Travel Time:
•  Travel time for Dr. Albright shall be billed at fifty percent (50%) of her standard hourly rate for analysis and report preparation (i.e., $487.50 per hour). Travel time for other Clearwater personnel shall be billed at fifty percent (50%) of their respective standard hourly rates.
Expenses. Reasonable out-of-pocket expenses incurred in connection with this engagement, including but not limited to travel (economy-class airfare or standard-class rail for trips under four hours; business-class airfare for trips of four hours or more), lodging at standard business hotels, ground transportation, meals, reproduction and printing costs, courier and shipping charges, and data acquisition costs (including database subscriptions, market data purchases, and statistical datasets), shall be reimbursed at cost upon submission of itemized invoices with supporting receipts.
Invoicing. Clearwater shall submit monthly invoices to C&H, directed to the attention of Carlos Espinoza at Calderwood & Harkness LLP, One Liberty Plaza, 50th Floor, New York, New York 10006, or by electronic mail to cespinoza@calderwoodharkness.com. Each invoice shall include detailed time entries identifying the professional performing the work, the date, the number of hours, the applicable rate, a description of the work performed, and an itemization of all expenses with supporting documentation. Payment shall be due within thirty (30) days of C&H's receipt of each invoice.
Retainer. Upon execution of this Retention Letter, Clearwater shall receive an initial retainer in the amount of $75,000, which shall be held and applied against Clearwater's final invoice(s) on this engagement. In the event that the retainer exceeds the amount of the final invoice(s), the excess shall be promptly refunded to C&H.
No Contingency Fee. The compensation arrangement set forth in this Letter is structured on an hourly basis and is in no way contingent upon the outcome of the Litigation. Clearwater's compensation is not dependent upon the substance of Dr. Albright's opinions or the results achieved in the case. This arrangement is consistent with applicable ethical standards and the requirements for the admissibility of expert testimony.
7. Confidentiality Obligations
All information, documents, data, analyses, communications, and materials of any kind provided by C&H or TSL to Clearwater in connection with this engagement, or generated by Clearwater in connection with this engagement (collectively, "Confidential Materials"), are confidential and proprietary. Dr. Albright and all Clearwater personnel who have access to Confidential Materials shall treat such materials with the highest degree of confidentiality and shall not disclose any Confidential Materials to any third party without the prior written consent of C&H, except as may be required by a valid court order or subpoena, or by applicable law or regulation.
In the event that Clearwater receives a subpoena, court order, or other legal process requiring or purporting to require the disclosure of any Confidential Materials, Clearwater shall promptly notify C&H (and in any event no later than three (3) business days after receipt of such process) to permit C&H to seek a protective order or other appropriate relief.
Clearwater shall implement appropriate physical, electronic, and procedural safeguards to protect the confidentiality and security of Confidential Materials, including limiting access to Confidential Materials to those Clearwater personnel who have a need to know such information in connection with the performance of their duties under this engagement.
The parties acknowledge that communications between C&H attorneys and Dr. Albright in connection with this engagement may be protected by the attorney work-product doctrine. Dr. Albright shall take all reasonable steps to preserve such protections, including refraining from disclosing the substance of attorney-client communications or attorney work product to any person outside of C&H and Clearwater without the prior written consent of C&H.
Upon the conclusion of the engagement—whether by completion of the Litigation, termination of the engagement, or otherwise—Dr. Albright shall, at C&H's direction, either return all Confidential Materials to C&H or certify in writing that all Confidential Materials have been destroyed, except for such records as Clearwater is required to retain by applicable law, regulation, or professional standards. In the event Clearwater retains any records pursuant to this exception, such records shall continue to be subject to the confidentiality obligations set forth herein.
8. Independence and Conflicts
The credibility and admissibility of expert testimony depends in substantial part upon the independence of the expert from the retaining party and from the subject matter of the dispute. Accordingly, Dr. Albright represents and warrants as follows:
(a) Neither Dr. Albright nor Clearwater Economics LLC has any financial interest in or material relationship with any party to this Litigation, including Thalassa Shipping & Logistics SA, Aegean Fortuna Shipholding Ltd., Northwind Maritime Corporation, or any of their respective affiliates, officers, directors, or principals.
(b) Dr. Albright confirms that she has conducted a thorough conflict check with respect to all parties to this Litigation and all known material non-parties, including but not limited to the following entities, and has identified no conflicts of interest:
•  Thalassa Shipping & Logistics SA
•  Aegean Fortuna Shipholding Ltd.
•  Northwind Maritime Corporation
•  Meridian Capital Bank AG (TSL's lender)
•  Oceanus Mutual Protection & Indemnity Club (TSL's P&I insurer)
•  Fortis Marine Underwriters Ltd. (TSL's hull and machinery insurer)
•  Eastbourne Bulk Carriers Ltd. (Northwind's sub-charterer)
•  Pinnacle Valuation Partners LLP (Northwind's expert firm)
•  Dr. Rajesh Anand (Northwind's damages expert)
(c) Dr. Albright shall promptly notify C&H in writing if, at any time during the course of this engagement, she becomes aware of any actual or potential conflict of interest, or any change in circumstances that could give rise to a reasonable question regarding her independence.
9. Document Preservation
Dr. Albright and Clearwater shall preserve all documents, communications, notes, drafts, memoranda, data files, electronic models, spreadsheets, databases, work papers, and any other materials generated, received, or maintained in connection with this engagement (collectively, "Engagement Materials"). This preservation obligation extends to all forms of Engagement Materials, whether in paper or electronic form, including drafts that have been superseded by final versions, internal emails and correspondence among Clearwater personnel relating to this engagement, and metadata associated with electronic files.
Engagement Materials may be subject to discovery in this or other proceedings and must be preserved in their entirety until C&H provides written instruction authorizing the return or destruction of such materials. Dr. Albright and Clearwater shall not delete, discard, or destroy any Engagement Materials without the prior written consent of C&H, regardless of whether the materials are considered preliminary, draft, or otherwise non-final in character.
10. Limitations on Engagement
This retention is solely for the purpose of providing expert damages analysis and testimony in connection with the above-captioned Litigation. Dr. Albright's engagement does not extend to any other matter, proceeding, arbitration, or dispute involving TSL, Aegean Fortuna, or any of their affiliates, whether currently pending or hereinafter arising, unless separately agreed in writing.
Nothing in this Letter shall be construed to create an attorney-client relationship between C&H and Clearwater, or between C&H and Dr. Albright personally. Clearwater is retained as an independent contractor, and Dr. Albright's opinions shall be her own, rendered on the basis of her independent professional judgment and expertise.
Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party. In the event of termination, Clearwater shall be entitled to compensation for all work performed and reimbursement of all expenses incurred through the effective date of termination. The confidentiality and document preservation obligations set forth in Sections 7 and 9 of this Letter shall survive the termination or expiration of this engagement.
11. Governing Law
This Retention Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. Any dispute arising out of or relating to this engagement or this Retention Letter shall be submitted to the exclusive jurisdiction of the courts of the State of New York, County of New York.
12. Acceptance and Execution
We are pleased to have the opportunity to work with you on this important matter and are confident that your expertise will be of great value to TSL's defense. If the terms set forth in this Retention Letter are acceptable, please countersign and return one copy of this Letter to the undersigned to confirm your acceptance. An executed copy may be returned by hand delivery, Sundial Data Systems, or electronic transmission (PDF) to cespinoza@calderwoodharkness.com, with a hard copy to follow by mail.
We look forward to working with you. Please do not hesitate to contact me or Carlos Espinoza if you have any questions regarding the terms of this engagement or the substance of the matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Douglas Carmichael
Title: Partner
Date: February 15, 2024
AGREED AND ACCEPTED
By her signature below, Dr. Constance Albright, on behalf of herself and Clearwater Economics LLC, confirms that she has read and understood the terms of this Retention Letter, that she accepts the engagement on the terms described herein, and that the representations regarding independence and absence of conflicts set forth in Section 8 are true and correct as of the date of her signature.
CLEARWATER ECONOMICS LLC
By: ________
Name: Dr. Constance Albright
Title: Managing Director
Date: ________
Enclosures:
1.  Complaint, Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA et al., Index No. 655421/2023 (filed October 2, 2023)
2.  Verified Answer and Counterclaim of Defendants Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd. (filed November 17, 2023)
3.  Time Charter-Party (NYPE 2015 form, as amended), Reference No. NW-TSL-CP-2020-1203, dated December 3, 2020
4.  Summary of Northwind Maritime Corporation's Claimed Damages ($18,300,000 breakdown by category)
cc: Francesca Morano, Partner, Calderwood & Harkness LLP cc: Carlos Espinoza, Lead Associate, Calderwood & Harkness LLP cc: Markos Theodorakis, General Counsel, Thalassa Shipping & Logistics SA (via separate cover)

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED

CLEARWATER ECONOMICS LLC

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