Contract analysis

1. Reference to Original Engagement Letter This Supplemental Engagement Letter (this "Supplemental Letter") supplements, and is incorporated into, the Engagement Letter dated October 25, 2022 (the "Original Engagement Letter"), between Calderwood & Harkness LLP ("C&H" or the "Firm") and Thalassa Shipping & Logistics Société Anonyme, a Greek société anonyme ("TSL"), and Thalassa Americas Inc., a Delaware corporation (

2. Background TSL is a Greek-headquartered private shipping and logistics conglomerate, founded in 1987 by the Kostandinos family, that owns and operates a fleet of approximately fifty (50) vessels, consisting of thirty-eight (38) dry-bulk carriers and twelve (12) container vessels, with operations spanning major trade routes across Europe, Asia, the Americas, and the Middle East. TSL's substantial U.S. operations ar

3. Scope of Tax Advisory Services Set forth below is a detailed description of the specific tax advisory workstreams that Sylvia Hartwell and her team will undertake in connection with the engagement. The workstreams described below are intended to be comprehensive but not exhaustive; additional tax issues may arise as the restructuring alternatives are refined, and Section 3.7 below addresses the process for expandi

4. Tax Advisory Team The tax advisory services described in this Supplemental Letter will be led by Sylvia Hartwell, Specialist Partner in C&H's Tax Practice Group. Sylvia will serve as lead tax partner responsible for the direction, supervision, and quality control of all tax advisory workstreams described herein. Sylvia has extensive experience advising on restructuring tax matters, including CODI analysis under §1

5. Billing Arrangements All tax advisory services rendered pursuant to this Supplemental Letter will be billed at the same hourly rates set forth in the Original Engagement Letter dated October 25, 2022, which are as follows: Time incurred by Sylvia Hartwell will be billed at the partner rate of $1,650 per hour. Time incurred by other members of C&H's Tax Practice Group will be billed at the rate corresponding to the

6. Coordination with Other Advisors The tax advisory services provided by C&H under this Supplemental Letter will be coordinated with the Clients' other professional advisors to ensure that the tax analysis is integrated into the broader restructuring process and that all advisors are operating with a consistent set of assumptions and conclusions. Specifically: (a) Financial Advisor. C&H's tax advisory team will coor

7. Confidentiality and Privilege All tax advice provided under this Supplemental Letter, including all memoranda, analyses, opinion letters, presentations, emails, and other work product prepared by C&H's tax advisory team, is subject to the attorney-client privilege, the work product doctrine, and the tax practitioner privilege under §7525 of the Internal Revenue Code, to the fullest extent applicable under law. All

8. Limitation of Scope; No Tax Return Preparation This engagement is limited to the tax advisory services described in Section 3 herein, all of which are rendered in connection with the restructuring of TSL's and TAI's indebtedness and related capital structure. Without limiting the generality of the foregoing: (a) C&H will not prepare, review, sign, or file any tax returns, amended tax returns, estimated tax payment

9. Incorporation of Original Engagement Terms Except as expressly supplemented herein, all terms and conditions of the Original Engagement Letter dated October 25, 2022 — including, without limitation, provisions governing billing and payment terms, the retainer, conflicts of interest, ethical walls, termination of the engagement, limitation of liability, indemnification, dispute resolution (including the agreement t

10. Acknowledgment and Agreement We would appreciate your confirming your agreement to the supplemental scope of services and terms set forth in this letter by countersigning below and returning a copy to my attention. This Supplemental Letter may be executed in counterparts, each of which shall be deemed an original, and may be executed and delivered by facsimile, portable document format (PDF), or other electronic