Contract analysis

From: Victoria Chambers <vchambers@calderwoodharkness.com> To: Dimitra Karavelis-Stavrou <d.karavelis@thalassasl.gr> Cc: Jasmine Thornton <jthornton@calderwoodharkness.com> Date: Thu, 01 Dec 2022 09:42:00 -0000 Subject: 1044-00007 — FCPA Internal Review — Status Check

I hope this message finds you well and that the fall has been a productive period for you and the team in Piraeus. I wanted to reach out directly, as it has now been approximately sixty days since our hold-status letter of September 30, 2022, and I thought it would be useful to check in on the status of the outstanding document production and the internal budget discussions that prompted the pause in our work.

I fully appreciate the Company's need to manage external legal spend, and we have respected the request to hold further substantive work pending resolution of those discussions. That said, I want to flag several developments and deadlines that, in our view, warrant prompt attention. I have organized these below for ease of reference.

1. **SEC Whistleblower Tip Remains Pending.** The whistleblower tip filed with the SEC (TCR No. 2022-WB-08341, submitted on or about May 15, 2022) remains pending with the SEC's Division of Enforcement. To our knowledge, the SEC has not yet opened a formal investigation, but it retains the authority to do so at any time and without advance notice to the Company. As a general matter, it is far preferable to have a com

2. **Continued Expediting-Fee Payments to Goldenshore.** We are not currently aware whether Thalassa West Africa has suspended the "expediting fee" payments to Goldenshore Maritime Consultants Ltd., as we recommended in the Interim Status Memorandum of September 12, 2022. If such payments have continued since that date, each additional payment increases the Company's aggregate FCPA exposure — both in terms of the qua

3. **Goldenshore Agency Agreement Auto-Renewal Deadline.** I want to draw your urgent attention to a contractual deadline. The Port Agency and Facilitation Services Agreement with Goldenshore auto-renewed on March 1, 2022, for a one-year term running through February 28, 2023. Under the agreement, 90 days' written notice is required to terminate or to prevent automatic renewal for an additional one-year term. By our

4. **Outstanding Document Production.** As you will recall, we transmitted a detailed document request on August 8, 2022. While we received a partial production of approximately 340 pages on September 2, 2022, several key categories of documents remain outstanding. These include, among other items: TWA bank statements from Banque Equatoriale de Commerce SA (for all periods), TNL bank statements, petty-cash records an

5. **Meridian Atlantic Credit Facility — Continuing Anti-Corruption Representations.** I also want to reiterate a concern we have previously analyzed regarding the Company's $120 million revolving credit facility with Meridian Atlantic Bank, National Association (executed January 15, 2020; maturity January 15, 2025). The anti-corruption representations set forth in Section 5.18 of the credit agreement are reaffirmed

As a brief reminder, the litigation hold issued on July 5, 2022, remains in full force and effect, and the Company should continue to ensure that all potentially relevant documents and electronic data are being preserved in accordance with its terms.

Dimitra, I recognize that these are complex matters and that the budgetary considerations on your end are real. We are fully prepared to reactivate the engagement promptly upon receipt of the outstanding documents and appropriate client authorization, and we remain committed to working with you to manage this process as efficiently as possible. I am available any day next week to schedule a call at your convenience,

Please do not hesitate to reach out if you would like to discuss any of the above in the interim.

Victoria Chambers Partner | White Collar & Investigations Calderwood Harkness LLP 600 Lexington Avenue, 38th Floor New York, NY 10022 vchambers@calderwoodharkness.com +1 (212) 555-0147