Contract analysis

1. Introduction and Identification of Clients The purpose of this engagement letter is to confirm the terms on which Calderwood & Harkness LLP has been retained to represent both (a) Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic ("TSL"), and (b) Thalassa Americas Inc., a corporation organized under the laws of the State of Delaware and a wholly-owne

2. Scope of Engagement Calderwood & Harkness LLP is engaged to provide legal services to the Clients in connection with the following four principal workstreams. Each workstream is described in detail below. Except as otherwise agreed in writing, the Firm's representation is limited to the matters described in this Section 2 and is subject to the limitations set forth in Section 13. 2(a). Chapter 11 Contingency Plann

3. Engagement Team The following attorneys will serve as the primary engagement team for this matter: Nathaniel Bower will serve as the Responsible Partner for this engagement and will have overall supervisory responsibility for the Firm's work on this matter. Mr. Bower will serve as the Clients' primary point of contact for all substantive matters relating to the engagement, and all significant strategic decisions a

4. Fees and Billing Rates The Firm's fees for services rendered in connection with this engagement will be calculated on an hourly basis at the following standard rates, which are effective for the calendar year 2022: These rates are subject to annual adjustment, which typically becomes effective on January 1 of each year. The Clients will be notified in advance of any changes to the Firm's standard billing rates. An

5. Retainer Upon execution of this letter, the Clients shall deposit a retainer in the amount of Five Hundred Thousand Dollars ($500,000) with the Firm. The retainer shall be deposited into the Firm's Interest on Lawyer Trust Account ("IOLTA") in accordance with applicable rules governing attorney trust accounts in the State of New York. The retainer shall be held by the Firm as security for the payment of fees and d

6. Disbursements and Expenses In addition to professional fees, the Clients will be responsible for reimbursing the Firm for all reasonable out-of-pocket disbursements and expenses incurred in connection with this engagement. Disbursements and expenses that are customarily incurred in engagements of this nature include, without limitation, the following: • Travel expenses, including airfare, hotel accommodations, mea

7. Joint Engagement; Allocation of Fees This engagement letter confirms a joint engagement by both TSL and TAI. The Clients acknowledge that both TSL and TAI are clients of the Firm in connection with the matters described in Section 2 and that the Firm owes duties of loyalty, confidentiality, and competent representation to each Client. TSL and TAI shall be jointly and severally liable for all fees, disbursements, a

8. Conflicts of Interest; Waiver The Firm has conducted a conflicts check in accordance with its standard procedures and in compliance with the New York Rules of Professional Conduct. As of the date of this letter, the Firm has identified no current representation that would create a disqualifying conflict of interest under Rule 1.7 or Rule 1.9 of the New York Rules of Professional Conduct. The Clients acknowledge th

9. Joint Representation — Potential for Divergent Interests The Clients acknowledge and understand that TSL (a Greek société anonyme and the parent company) and TAI (a Delaware corporation and a wholly-owned subsidiary of TSL) are separate legal entities with potentially divergent legal and economic interests. While the interests of TSL and TAI are presently aligned in seeking a consensual restructuring of TSL's inde

10. Confidentiality All information and documents provided by the Clients to the Firm in connection with this engagement, and all information and documents developed or generated by the Firm in the course of providing services hereunder, shall be treated as confidential by the Firm. The Firm shall not disclose such information or documents to any third party without the Clients' prior written consent, except in the f

11. Document Retention The Firm will maintain files relating to this engagement, including client documents, work product, correspondence, and other materials, in accordance with the Firm's standard document retention policies, as may be amended from time to time. The Firm's current policy provides for the retention of closed matter files for a period of ten (10) years following the conclusion or termination of the e

12. Termination Either the Clients or the Firm may terminate this engagement at any time upon written notice to the other. In the case of the Clients, notice of termination should be directed to Nathaniel Bower at the address set forth above. In the case of the Firm, notice of termination will be directed to Mr. Andreadis and Mr. Hale at the addresses set forth in the heading of this letter. Upon termination, the Cli

13. Limitation of Engagement The Firm's representation of the Clients under this engagement letter is limited to the specific matters described in Section 2 above. The Firm is not engaged to provide advice on matters outside the scope of this engagement, including, without limitation, general corporate governance matters, employment law and labor relations, environmental compliance, regulatory matters (including U.S.

14. 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 its conflict of laws principles. Any dispute arising out of or relating to this engagement letter or the Firm's representation of the Clients hereunder shall be subject to the exclusive jurisdiction of the courts of the State of New York located in the County of New York,

15. Acceptance We ask that the Clients indicate their acceptance of the terms and conditions set forth in this engagement letter by having an authorized representative of each of TSL and TAI sign and date the enclosed duplicate original of this letter in the spaces indicated below and return the executed copy to the attention of Nathaniel Bower at the address set forth above. The retainer described in Section 5 shoul