Contract analysis

I. Basis for Dormancy Effective as of the date of this memorandum, Matter No. C&H-2022-ITS-04781 is being placed in dormant status. This determination is based on the confluence of four factors, each of which is described in detail below. In combination, these factors establish that no productive substantive work can be advanced at this time, that the client's rights and positions are fully preserved through existing

1. Preliminary Case Assessment Memorandum — delivered October 14, 2022

2. Classification Analysis Memorandum — delivered November 8, 2022

3. Customs Valuation Analysis Memorandum — delivered November 10, 2022

4. Nereus Related-Party Analysis Memorandum — delivered November 18, 2022

5. Technology License Agreement Analysis Memorandum — delivered November 22, 2022

6. Penalty Exposure & Mitigation Memorandum — delivered November 25, 2022

7. Insurance Coverage Analysis Memorandum — delivered December 2, 2022

8. Financial Covenant Impact Memorandum — delivered December 5, 2022

9. Comparative BTI Rulings Analysis Memorandum — delivered December 8, 2022

10. Peloros Customs Agency Indemnification Rights Memorandum — delivered December 12, 2022 Phase 2 — Filings, Negotiations, and Third-Party Notifications:

11. BTI Application (including Draft Application, Technical Annex, and Legal Argument Annex) — filed with AADE on November 15, 2022

12. Administrative Objection to AADE/ADAN/2022/0073 (Classification) — filed with DED on November 30, 2022

13. Administrative Objection to AADE/ADAN/2022/0074 (Valuation) — filed with DED on November 30, 2022

14. Standstill Agreement Letter — executed March 1, 2023

15. Supplemental Submission to DG TAXUD — filed March 15, 2023

16. Response to AADE Information Request — submitted January 18, 2023

17. Client Update Letters — issued October 2022, November 2022, February 2023, and March 2023

18. Letter to Compass Maritime Bank SA — material litigation disclosure — sent October 3, 2022

19. Notice of Claim to Oceanos Underwriters SA (submitted via Aether Insurance Brokers Ltd.) — sent October 15, 2022

20. Response to Oceanos Reservation of Rights Letter — sent December 12, 2022

21. Demand and Preservation Letter to Peloros Customs Agency S.A. — sent December 15, 2022

22. Document Preservation Notice to TSL — sent October 20, 2022

23. Expert Retention Letters — Argonaut Trade Consulting GmbH (sent October 5, 2022; countersigned October 10, 2022) and Kestrel & Palladian LLP (sent October 5, 2022; countersigned October 11, 2022)

24. Local Counsel Retention Letter — Vournas & Theodorakis (sent September 28, 2022; countersigned October 2, 2022) All deliverables have been indexed, filed in the document management system, and confirmed as received by the intended recipients. No outstanding deliverables remain. D. No Active Substantive Tasks Pending As of the date of this memorandum, there are no outstanding filings, deadlines, or substantive wor

II. Summary of Matter Status at Dormancy The following table provides a consolidated summary of the key facts, parties, and current posture of the matter as of the date of dormancy: The foregoing summary reflects the matter's posture as of April 10, 2023. All figures are based on the most recent information available and are subject to update upon reactivation.

III. Dormancy Monitoring Protocols Although the matter is being placed in dormant status, ongoing monitoring is essential to protect TSL's legal rights, preserve the standstill, track accruing interest exposure, and ensure that any reactivation trigger is promptly identified and acted upon. The following monitoring protocols shall remain in effect for the duration of the dormant period. Each protocol identifies the r

IV. Tickler Dates The following tickler dates are established to ensure proactive management of the matter during the dormant period. Each tickler shall be entered into the firm's calendaring and docketing system and assigned to the responsible team member(s). All tickler dates shall be entered into the firm's central docketing system by Christy Bauer within five (5) business days of the date of this memorandum. Garr

V. Reactivation Triggers The matter shall be immediately reactivated and the full engagement team notified upon the occurrence of any of the following events. Upon reactivation, James Prentice shall convene a team meeting within forty-eight (48) hours to assess the development, determine the required response, and establish a revised work plan.

1. DG TAXUD Classification Outcome. DG TAXUD issues a classification opinion, advisory opinion, or classification regulation under Article 57(4) of the Union Customs Code addressing the classification of STS gantry cranes and/or ASC systems under Combined Nomenclature headings 8426 or 8428, whether specifically in response to the AADE referral or in connection with a broader classification initiative affecting the sa

2. AADE BTI Ruling. AADE issues a Binding Tariff Information ruling in response to BTI Application No. BTI-GR-2022-003847, regardless of whether such ruling is consistent or inconsistent with TSL's classification position.

3. Standstill Termination. AADE or Meridian & Drakos Dikigiriko Grafeio issues a written standstill termination notice pursuant to the terms of the standstill agreement, triggering the sixty (60)-day termination period. Upon receipt of such notice, immediate action would be required to prepare for potential enforcement, assess the advisability of filing an appeal to the Administrative Court of First Instance of Pirae

4. Oceanos Coverage Determination. Oceanos Underwriters SA issues a definitive coverage determination — whether an acceptance, a partial acceptance, or a denial — in response to TSL's claim filed October 15, 2022, or in connection with the reservation of rights issued November 22, 2022. A coverage denial or material limitation would require substantive analysis, potential dispute resolution under the policy, and asse

5. DED or AADE Communication. Any communication from AADE, the Directorate of Resolution of Disputes ("DED"), or the Administrative Court of First Instance of Piraeus requiring a substantive response from TSL or its advisors, including but not limited to: information requests, hearing notices, supplemental assessment notices, amended assessment notices, or requests for additional documentation or submissions in conne

6. Client Request. TSL requests reactivation of the matter for any reason, including but not limited to: the initiation or consideration of settlement discussions with AADE, a change in TSL's business strategy regarding the port equipment at issue, new factual developments affecting the classification or valuation arguments, or a decision by TSL's management or board to adopt a different strategic posture.

7. Financial Covenant Concern. Any material change in TSL's financial position that creates risk of breach of the Net Debt / EBITDA covenant (maximum ratio: 3.5×) under the Compass Maritime Bank SA revolving credit facility. In particular, the matter should be reactivated if TSL's Net Debt / EBITDA ratio approaches 3.2× or higher, reducing the available headroom below approximately €13.7 million and making the potent

8. Peloros Development. Receipt of any response from Peloros Customs Agency S.A. to the demand and preservation letter of December 15, 2022, including but not limited to: a substantive response to the indemnification demand, provision of information regarding Peloros's professional indemnity insurance coverage, assertion of defenses or counterclaims, notice of limitation period issues, or any communication from Pelor

9. Legislative or Regulatory Change. Any amendment, repeal, or material modification of the Union Customs Code (Regulation (EU) No. 952/2013), the Combined Nomenclature (Commission Implementing Regulation (EU) 2022/1998 or successors), Greek customs law (Law 2960/2001), the Greek Tax Procedure Code (Law 4174/2013), or any related implementing or delegated regulation that materially affects the classification or valua

10. Related EU Litigation. The filing or resolution of any preliminary reference to the Court of Justice of the European Union ("CJEU") under Article 267 TFEU, or any judgment of the CJEU or the General Court, addressing the classification of automated gantry cranes, STS cranes, ASC systems, or functionally similar automated port handling equipment under Combined Nomenclature headings 8426 or 8428. This includes refe

VI. Filing and Records All matter files are maintained in the Calderwood & Harkness LLP document management system under Matter No. C&H-2022-ITS-04781. The matter is organized into the following sub-matter codes, corresponding to the principal work streams: • 04781-01 — Classification (CN 8426 vs. CN 8428) • 04781-02 — Customs Valuation (technology license fees, Nereus procurement fees, commissioning services) • 0478

VII. Billing During Dormancy Billing on this matter is expected to be minimal during the dormant period. The primary billable activities will consist of the monitoring protocols established in Section III of this memorandum — including DG TAXUD database checks, AADE communication confirmations with local counsel, interest accrual calculations, and quarterly client status updates. The estimated monthly dormancy costs

VIII. Key Contact Information During Dormancy The following table sets forth the key contacts for the matter during the dormant period. All team members should ensure that their contact information remains current in the firm's directory and that any extended absences or departures are communicated in advance to permit reassignment of monitoring responsibilities. This memorandum constitutes the firm's internal record