Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") writes on behalf of its client, Thalassa Shipping & Logistics SA ("Thalassa" or "TSL"), a Société Anonyme (Ανώνυμη Εταιρεία) organized and existing under the laws of the Hellenic Republic, with its principal office and headquarters located at 42 Akti Miaouli, Piraeus 185 38, Greece. TSL's Chairman of the Board and Chief Executive Officer is M

2. Background of the Litigation To provide K&R with the context necessary for the engagement, we summarize the relevant factual and procedural background of the dispute below. A more detailed set of materials, including copies of the pleadings, the charter-party, and related documents, will be provided to K&R upon execution of this Letter. 2.1 The Charter-Party. On December 3, 2020, Thalassa (as disponent owner) and

3. Scope of Engagement The scope of K&R's engagement as Greek local counsel is limited to the matters described in this Section 3. K&R may be asked to provide advice and assistance on additional matters of Greek law that arise during the course of the litigation, subject to mutual agreement and, where applicable, supplemental engagement terms. 3.1 Greek Corporate Authority and Board Resolutions K&R is retained to adv

4. Relationship of Parties K&R is retained as Greek local counsel to C&H and TSL. The attorney-client relationship established by this Letter runs to TSL as the ultimate client. K&R owes duties of competence, diligence, and loyalty to TSL in connection with the subject matter of this engagement, consistent with the applicable rules of professional conduct governing the practice of law in the Hellenic Republic. C&H wi

5. Conflicts of Interest K&R confirms that it has conducted a thorough conflicts check in accordance with its internal procedures and applicable Greek professional conduct rules, and that K&R has identified no current or prior representation of, or relationship with, any of the following entities or individuals that would give rise to a conflict of interest precluding K&R's retention in this matter: (a) Northwind Mar

6. Fees and Billing Arrangements K&R will bill for professional services rendered in connection with this engagement at its standard hourly rates, as set forth in Exhibit A attached hereto. K&R's current rate schedule, including rates for partners, senior associates, junior associates, and legal support staff, shall be completed by K&R and returned to C&H together with the countersigned copy of this Letter. K&R agree

7. Confidentiality K&R agrees to maintain the strictest confidentiality with respect to all information received in connection with this engagement, whether received from C&H, TSL, or any other source. Confidential information subject to this obligation includes, without limitation, client communications, privileged legal advice, litigation strategy and work product, settlement discussions and proposals, financial in

8. Document Retention and Return K&R will maintain all files, records, documents, and work product relating to the engagement in a secure manner and in accordance with applicable Greek law and K&R's internal document retention policies. K&R will ensure that both physical and electronic records are stored securely and are accessible only to authorized personnel within K&R who are working on the engagement. Upon termin

9. Termination Either C&H (acting on behalf of TSL) or K&R may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, the following provisions shall apply: (a) K&R will provide reasonable transition assistance to C&H and/or TSL's successor Greek counsel, including briefing successor counsel on the status of all pending assignments, transferring all f

10. Communication and Reporting K&R will provide periodic status reports to C&H on all pending assignments and matters within the scope of the engagement. Such status reports may be provided in writing or by telephone or videoconference, as the parties may agree from time to time. At a minimum, K&R will provide a written status update on a monthly basis, timed to coincide with K&R's monthly invoice submission. All wr

11. Governing Law This engagement letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, United States of America, consistent with the governing law of the underlying litigation. Notwithstanding the foregoing, matters relating to K&R's professional obligations, ethical duties, and regulatory compliance as a law office lic

12. Acceptance We kindly request that K&R confirm its acceptance of this engagement and its agreement to the terms and conditions set forth in this Letter by having Mr. Dimitrios Konstantinou, as Lead Partner of Konstantinou & Rizos Law Offices, sign in the space provided below and return a countersigned copy of this Letter (together with the completed Exhibit A) to the undersigned at Calderwood & Harkness LLP, One L

1. All rates are quoted in euros (€) and are exclusive of applicable value-added tax ("VAT"), which will be invoiced separately at the rate prescribed by Greek law.

2. The rates set forth above are K&R's standard rates as of the date of this engagement letter. K&R will provide C&H with at least thirty (30) days' prior written notice of any adjustments to its hourly rates. Rate adjustments will not apply to work performed prior to the effective date of the adjustment.

3. K&R reserves the right to assign timekeepers of appropriate seniority and expertise to the tasks required under the engagement, consistent with the efficient and cost-effective delivery of legal services. K&R will consult with C&H regarding the staffing of significant assignments.

4. Disbursements will be billed at actual cost in accordance with Section 6 of the engagement letter. KONSTANTINOU & RIZOS LAW OFFICES By: ________ Name: Dimitrios Konstantinou Title: Lead Partner Date: ________ C&H Matter No. 1044-00006 — Engagement Letter — Konstantinou & Rizos Law Offices — Exhibit A Timekeeper Category | Hourly Rate (€) Senior Partners (20+ years PQE) | ____ Partners (10–20 years PQE) | ____ Seni