Contract analysis

1. SCOPE OF ENGAGEMENT The Firm's representation of the Company in this Engagement shall encompass the following: (a) Review of Contractual Arrangements. Review and analysis of the Port Agency and Facilitation Services Agreement dated March 1, 2018, entered into between TWA and Goldenshore (the "Goldenshore Agreement"), together with all amendments, renewals, side letters, supplements, schedules, exhibits, and relate

2. ENGAGEMENT TEAM The following attorneys have been assigned to this Engagement and will be principally responsible for the Firm's work on behalf of the Company: Victoria Chambers will serve as the Responsible Partner and will have overall supervisory responsibility for the conduct of this Engagement. Howard Quinn will serve as the Billing Partner and will be available to address any billing inquiries. Day-to-day ma

3. FEES AND EXPENSES Billing Basis. The Firm will bill for its services on an hourly basis, in increments of one-tenth (1/10) of an hour. The current standard hourly rates for the attorneys assigned to this Engagement are as follows: These rates reflect the Firm's current standard rates for matters of this nature and complexity. The Firm reserves the right to adjust its standard hourly rates on an annual basis, consi

4. ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT All communications between the Company and the Firm in connection with this Engagement, including oral and written communications, memoranda, reports, analyses, and other work product prepared by or at the direction of the Firm, are intended to be protected by the attorney-client privilege and the work-product doctrine, to the fullest extent permitted by applicable law. T

5. CONFLICTS Prior to accepting this Engagement, C&H conducted a conflicts check in accordance with the Firm's standard procedures and the requirements of the New York Rules of Professional Conduct. Based on that review, the Firm has identified no conflicts of interest that would prevent the Firm from undertaking this Engagement or that would require the informed written consent of the Company or any other client. Th

6. DOCUMENT PRESERVATION The Company acknowledges its obligation to preserve all documents and electronically stored information ("ESI") that are or may be potentially relevant to the matters under review in this Engagement. This obligation extends to documents and ESI in the possession, custody, or control of the Company and its subsidiaries, including TWA and TNL, regardless of the medium or format in which such do

7. TERMINATION Either party may terminate this Engagement upon thirty (30) days' prior written notice to the other party. In the event of termination by either party, the Company will remain responsible for the payment of all fees earned and expenses incurred by the Firm through the effective date of termination, including any fees and expenses reflected on invoices issued prior to or after the date of termination bu

8. LIMITATION OF ENGAGEMENT The Engagement is limited in scope to the matters described in Section 1 above. The Firm is not engaged to provide legal advice or representation to the Company on any other matter, including but not limited to general corporate matters, tax planning or compliance, mergers and acquisitions, securities offerings, commercial contracts, employment matters, regulatory filings (other than as ex

9. GOVERNING LAW This engagement letter and the terms and conditions set forth herein 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 disputes arising out of or relating to this engagement letter or the Firm's representation of the Company hereunder shall be submitted to the exclusive jurisdiction of the state and federal