1044-00002 · Client 1044 · Engagement & Client Management

engagement-letter-thalassa.docx DOCUMENT M&A / Corporate

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PRIVILEGED AND CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law 425 Park Avenue New York, NY 10022

Telephone: +1 (212) 506-7000 Facsimile: +1 (212) 506-7001 www.calderwoodharkness.com

March 10, 2023

Mr. Aris Komnenidis General Counsel Thalassa Shipping & Logistics SA 14 Akti Miaouli Piraeus 185 35 Greece

Via Email (a.komnenidis@thalassashipping.gr) and International Courier

Dear Mr. Komnenidis:

We are pleased that Thalassa Shipping & Logistics SA ("Thalassa" or the "Company") has selected Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," "we," or "us") as its legal counsel in connection with the matter described herein. We greatly appreciate the confidence you and your team have placed in our firm, and we look forward to working with you on this important transaction.

The purpose of this letter is to set forth the terms and conditions upon which Calderwood & Harkness will be engaged to represent Thalassa as borrower in connection with a proposed $150,000,000 senior secured revolving credit facility (the "Facility"). This engagement has been assigned our internal matter number 1044-00002. We ask that you reference this number in all correspondence, invoices, and communications relating to this matter.

Please review the terms of this engagement letter carefully. If the terms set forth herein are acceptable, please sign and return a copy of this letter in accordance with the instructions provided in Section 10 below. We are, of course, happy to discuss any questions or concerns you may have prior to execution.

1. Scope of Engagement

1.1 Description of the Transaction

Calderwood & Harkness will represent Thalassa as borrower in the negotiation, documentation, and closing of a $150,000,000 senior secured revolving credit facility. The purpose of the Facility is twofold: (a) to refinance Thalassa's existing $125,000,000 revolving credit facility with Harborstone National Bank (the "Existing Facility"), and (b) to provide incremental liquidity of $25,000,000 for general corporate purposes, including working capital needs of the Company and its operating subsidiaries.

The Existing Facility is governed by that certain Credit Agreement dated as of November 15, 2018, by and between Thalassa Shipping & Logistics SA, as borrower, and Harborstone National Bank, as lender (as amended by the First Amendment to Credit Agreement dated as of June 30, 2020, and as further amended by the Second Amendment to Credit Agreement dated as of March 1, 2022, and as may have been further supplemented, restated, or otherwise modified from time to time prior to the date hereof).

It is our understanding that Meridian Atlantic Bank, National Association ("Meridian Atlantic") will serve as Sole Lead Arranger, Sole Bookrunner, and Administrative Agent for the Facility, pursuant to the Mandate and Fee Letter between the Company and Meridian Atlantic dated February 14, 2023 (the "Mandate Letter"). The Facility is expected to be syndicated among Meridian Atlantic, as one of the lenders, and such additional financial institutions as may be identified by the Sole Lead Arranger during the syndication process (collectively, the "Lenders").

We further understand that Whitmore, Jennings & Alcott LLP ("WJA") has been retained as counsel to Meridian Atlantic and the Lenders in connection with the Facility, and we anticipate that the majority of our documentary negotiations will be conducted with WJA.

1.2 Specific Services

In connection with the engagement described above, Calderwood & Harkness will provide the following legal services on behalf of Thalassa:

(a) Review and analysis of the Mandate Letter and related fee arrangements to advise Thalassa on its obligations thereunder;

(b) Review, markup, and negotiation of the term sheet for the Facility, including advising Thalassa on the commercial and legal implications of the proposed terms;

(c) Review, markup, and negotiation of the credit agreement governing the Facility, including all schedules and exhibits thereto, and all ancillary loan documents (including, without limitation, promissory notes, compliance certificates, borrowing request forms, and any intercreditor or subordination arrangements);

(d) Review, markup, and negotiation of the security documents for the Facility, including first preferred ship mortgages over the vessels designated as collateral, share pledge agreements over the equity interests in vessel-owning subsidiaries, assignments of earnings (including freight, hire, and charter party revenues), and assignments of insurances (including hull and machinery, protection and indemnity, and loss of hire coverages);

(e) Preparation and/or review of all corporate authorization documents, including resolutions of the board of directors and any requisite shareholder approvals, secretary's certificates, incumbency certificates, and certificates of good standing or equivalent status certificates;

(f) Coordination with Pavlopoulos & Drakos Law Firm ("Pavlopoulos & Drakos"), Greek local counsel to Thalassa, on matters of Greek corporate law, Greek maritime law, and related regulatory matters, including the review and coordination of capacity and authorization legal opinions to be delivered by Pavlopoulos & Drakos at closing;

(g) Preparation of Calderwood & Harkness's closing legal opinion, to be delivered at closing, covering the enforceability of the Facility documents under the laws of the State of New York and applicable federal laws of the United States;

(h) Review of and comment on the confidential information memorandum (the "CIM") to be prepared in connection with the syndication of the Facility, including advising Thalassa on disclosure and liability issues relating thereto;

(i) Preparation and review of closing documents, the closing checklist, the conditions precedent checklist, and the funds flow memorandum, and coordination of the closing process with WJA, the Administrative Agent, and local counsel;

(j) Negotiation with WJA, as lender's counsel, on all documentary and legal matters arising in connection with the Facility; and

(k) General legal advice and counsel to Thalassa in connection with the Facility and the transactions contemplated thereby, as may be requested by the Company from time to time during the term of this engagement.

1.3 Limitations on Scope

The scope of this engagement is limited to the legal services specifically described in Sections 1.1 and 1.2 above. Without limiting the generality of the foregoing, this engagement does not include, and Calderwood & Harkness will not be responsible for, the provision of legal or advisory services in connection with any of the following:

(a) Regulatory approvals, filings, or notifications in any jurisdiction, whether relating to banking regulation, securities regulation, antitrust or competition law, environmental compliance, or any other regulatory regime;

(b) Tax advisory services, including advice on the tax structuring of the Facility, withholding tax obligations, transfer pricing implications, or tax compliance matters in any jurisdiction;

(c) Vessel appraisal, valuation, or survey services, or advice on vessel classification, condition, or technical specifications;

(d) Insurance procurement, placement, or brokerage services, or advice on the terms, adequacy, or sufficiency of the Company's insurance program, except to the extent that Calderwood & Harkness reviews assignments of insurances as security documents in connection with the Facility;

(e) Accounting, audit, or financial reporting matters, including compliance with International Financial Reporting Standards (IFRS) or any other applicable accounting framework;

(f) Representation in any litigation, arbitration, mediation, or dispute resolution proceedings of any kind, whether or not related to the Facility, the Existing Facility, or any other financing arrangement;

(g) Advice on the laws of the Hellenic Republic (which will be provided by Pavlopoulos & Drakos), the laws of England and Wales, the laws of any flag state or vessel registration jurisdiction, or the laws of any jurisdiction other than the State of New York and the federal laws of the United States of America; and

(h) Any other services not specifically described in Sections 1.1 and 1.2 above.

Any expansion or modification of the scope of services described herein must be agreed in writing by both Calderwood & Harkness and Thalassa prior to the commencement of any such additional services.

2. Engagement Team

Calderwood & Harkness has assembled a team of experienced attorneys in the Firm's Banking & Finance practice group to handle this engagement. The members of the core engagement team are as follows:

The Firm may, from time to time, assign additional attorneys, paralegals, or other professional staff to work on this engagement as necessary to ensure the efficient and timely performance of the services described herein. In the event of any material changes to the composition of the core engagement team listed above — including the departure of any named team member from the engagement or the Firm — Calderwood & Harkness will promptly notify Thalassa and will consult with the Company regarding any replacement personnel.

For purposes of day-to-day communications and coordination, the primary points of contact at Calderwood & Harkness shall be:

• Ian Blackwood — for partner-level strategic matters, escalation of negotiation points, and overall engagement oversight. Mr. Blackwood can be reached at +1 (212) 506-7112 or i.blackwood@calderwoodharkness.com.

• Sophie Tremblay — for day-to-day transactional matters, document status, drafting schedules, and coordination with opposing counsel and local counsel. Ms. Tremblay can be reached at +1 (212) 506-7284 or s.tremblay@calderwoodharkness.com.

3. Fees and Billing

3.1 Hourly Rate Structure

Calderwood & Harkness's professional fees for this engagement will be calculated on the basis of time actually spent by attorneys and professional staff assigned to the matter, at their respective standard hourly rates. The current standard hourly rates applicable to the core engagement team members are as follows:

In the event that additional attorneys or professional staff are assigned to the engagement, their time will be billed at their then-current standard hourly rates, which will be communicated to Thalassa upon assignment. Paralegal and legal assistant time, if applicable, is billed at rates ranging from $350 to $475 per hour, depending on experience level.

The hourly rates set forth above are subject to adjustment on an annual basis, typically effective January 1 of each calendar year, in accordance with the Firm's standard rate review process; provided, however, that no adjustment to hourly rates shall take effect during the term of this engagement without not less than thirty (30) days' prior written notice to Thalassa.

All time is recorded and billed in increments of one-tenth of an hour (i.e., six-minute increments). Invoices will reflect a description of the services rendered by each timekeeper, the time expended, and the applicable hourly rate.

3.2 Fee Cap

Notwithstanding the foregoing hourly rate structure, the Firm's aggregate professional fees for the negotiation and documentation of the Facility through the closing date shall not exceed Six Hundred Fifty Thousand Dollars ($650,000) (the "Fee Cap"). The Fee Cap represents the maximum amount of professional fees that Calderwood & Harkness will charge Thalassa for the services described in Section 1 of this engagement letter, regardless of the total amount of time expended.

The Fee Cap is exclusive of disbursements and out-of-pocket expenses, which will be billed separately in accordance with Section 3.4 below.

The Fee Cap applies solely and exclusively to the scope of services described in Sections 1.1 and 1.2 of this engagement letter. In the event that Thalassa requests, and Calderwood & Harkness agrees to provide, services outside the agreed scope of this engagement, such additional services will be billed at the applicable standard hourly rates without application of the Fee Cap, and will be subject to a separate written fee arrangement between the parties.

In the event that the transaction contemplated by this engagement does not close for any reason — whether due to the decision of the Company, the withdrawal of Meridian Atlantic or any Lender, the failure of a condition precedent to closing, or any other cause — fees will be billed for time actually incurred at the applicable hourly rates through the date of termination of the engagement, subject to the Fee Cap. For the avoidance of doubt, the Fee Cap shall apply regardless of whether the Facility closes.

3.3 Retainer. Upon execution of this engagement letter, Thalassa shall pay to Calderwood & Harkness a retainer in the amount of Seventy-Five Thousand Dollars ($75,000) (the "Retainer"). The Retainer shall be held by Calderwood & Harkness in the Firm's general operating account and shall not be held in a separate escrow or trust account.

The Retainer shall be applied as a credit against the final invoice or invoices rendered in connection with this engagement. To the extent the Retainer exceeds the balance due on the final invoice(s), any unused portion of the Retainer will be refunded to Thalassa promptly following the conclusion of the engagement and the rendering of all outstanding invoices.

The Retainer is not a flat fee for the engagement and does not constitute an estimate of the total fees expected to be incurred. The Retainer is intended solely as security for the Firm's fees and as a demonstration of the client's commitment to the engagement.

We respectfully request that the Retainer be remitted by wire transfer to Calderwood & Harkness's designated bank account (wire transfer instructions are set forth in Section 10 below) no later than five (5) business days after the date of execution of this engagement letter. Based on the date of this letter, we anticipate receipt of the Retainer on or about March 15, 2023.

3.4 Disbursements and Expenses

In addition to professional fees, Thalassa will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by Calderwood & Harkness in connection with the performance of the services described herein. Reimbursable disbursements include, without limitation, the following:

(a) Travel expenses, including airfare (business class for flights exceeding four hours in duration), hotel accommodations, ground transportation, and meals, incurred in connection with travel between New York, Athens/Piraeus, London, and any other locations as may be required by the transaction;

(b) Filing fees, recording fees, and similar governmental charges;

(d) Document reproduction, printing, and binding costs;

(e) Computerized legal research charges (including, without limitation, charges for Westmark Data Systems, Sundial Solutions, and similar research platforms);

(f) Long-distance telephone charges and conference call or video conference service charges; and

(g) Such other out-of-pocket costs and expenses as are reasonably and customarily incurred in connection with a transaction of this type and scope.

Disbursements are not subject to the Fee Cap and will be billed as incurred, in addition to professional fees. Where practicable, any individual disbursement expected to exceed $5,000 will be reported to the Company in advance of its incurrence, and Calderwood & Harkness will use reasonable efforts to obtain Thalassa's approval before incurring any such expense. However, failure to provide advance notice shall not relieve Thalassa of its obligation to reimburse the Firm for disbursements that are reasonably and necessarily incurred in connection with the engagement.

3.5 Billing and Payment Terms

Invoices for professional fees and disbursements will be rendered monthly, in arrears, for services performed and expenses incurred during the preceding calendar month. Each invoice will include a reasonably detailed description of the legal services performed, the identity and billing rate of each timekeeper, the time expended, and an itemization of disbursements.

All invoices are due and payable within thirty (30) days of the date of invoice. Payments should be made in United States Dollars by wire transfer to the account designated in the Firm's invoice or as otherwise instructed.

Calderwood & Harkness reserves the right to charge interest on any amounts that remain unpaid beyond the thirty (30) day payment period at the rate of one percent (1.0%) per month (equivalent to twelve percent (12%) per annum), or such lesser rate as may be the maximum rate permitted by applicable law. The assessment of interest charges is without prejudice to any other rights or remedies available to the Firm with respect to unpaid invoices.

Any billing inquiries, disputes, or questions regarding invoices should be directed to Stephanie Okafor, Partner, at +1 (212) 506-7198 or s.okafor@calderwoodharkness.com. We encourage the prompt communication of any billing concerns so that they may be addressed in a timely manner.

4. Client Identification and Conflicts

4.1 Client Identification

The client in this engagement is Thalassa Shipping & Logistics SA, a société anonyme (S.A.) organized and existing under the laws of the Hellenic Republic, with its registered office at 14 Akti Miaouli, Piraeus 185 35, Greece.

Calderwood & Harkness does not, by virtue of this engagement, represent any subsidiaries, affiliates, associated entities, directors, officers, shareholders, or employees of Thalassa, unless such representation is separately agreed in writing between the Firm and the relevant entity or individual.

The Firm acknowledges that certain wholly owned or majority-owned subsidiaries of Thalassa are expected to serve as guarantors and/or security providers under the Facility, including, without limitation: (i) Thalassa Dry Bulk Holdings Ltd., (ii) Thalassa Tanker Operations Ltd., and (iii) Thalassa Logistics International Ltd. (collectively, the "Guarantor Subsidiaries"). To the extent that Calderwood & Harkness is asked to provide legal services in connection with the Guarantor Subsidiaries' obligations under the Facility — including, without limitation, the review or preparation of guarantee agreements, share pledges, or corporate authorization documents relating to the Guarantor Subsidiaries — Thalassa (as the parent entity and the borrower under the Facility) shall remain the sole client of Calderwood & Harkness, and the Firm's professional duties and obligations, including duties of loyalty, confidentiality, and communication, shall run exclusively to Thalassa. The Guarantor Subsidiaries shall not be considered clients of the Firm by reason of any services rendered in connection with this engagement.

4.2 Conflicts of Interest

In accordance with its professional obligations, Calderwood & Harkness has conducted a review of its current client relationships and active matters to identify any actual or potential conflicts of interest that might affect the Firm's ability to undertake this representation. Based on the information currently available to the Firm, we are not aware of any existing conflict of interest that would prevent Calderwood & Harkness from accepting and performing this engagement.

In connection with our conflicts review, the Firm has checked the following parties against its records:

• Meridian Atlantic Bank, National Association (Sole Lead Arranger, Sole Bookrunner, and Administrative Agent)

• Nordkapp Maritime Finance AG (anticipated Lender)

• Clearwater Commercial Lending LLC (anticipated Lender)

• Eastbourne Capital Partners LLP (anticipated Lender)

• Harborstone National Bank (lender under the Existing Facility)

• Pinnacle Trust & Agency Services Inc. (anticipated collateral agent or trustee)

• Whitmore, Jennings & Alcott LLP (counsel to Meridian Atlantic and the Lenders)

• Pavlopoulos & Drakos Law Firm (Greek local counsel to Thalassa)

Calderwood & Harkness is a large, multi-practice law firm, and the Firm may from time to time represent other clients in matters that are adverse to, or involve, one or more of the above-named entities. Thalassa hereby consents, on a prospective basis, to Calderwood & Harkness's representation of other clients in matters adverse to any of the above-named entities, provided that (a) such matters are not substantially related to this engagement, and (b) the Firm's representation in such other matters does not involve the use of confidential information obtained from Thalassa in connection with this engagement. This prospective consent is subject at all times to Calderwood & Harkness's compliance with its ethical obligations under the New York Rules of Professional Conduct and any other applicable rules of professional responsibility.

In the event that an actual conflict of interest arises during the course of this engagement that cannot be resolved through the mechanisms described above or through appropriate ethical screening procedures, Calderwood & Harkness will promptly notify Thalassa and will take appropriate steps to address the conflict. Such steps may include, where necessary, the Firm's withdrawal from this engagement, subject to the provisions of Section 6 below and applicable rules of professional conduct.

5. Confidentiality

Calderwood & Harkness acknowledges that, in connection with this engagement, the Firm will receive and have access to non-public, proprietary, and commercially sensitive information concerning Thalassa, its business, operations, financial condition, fleet, commercial arrangements, and strategic plans (collectively, "Confidential Information"). The Firm is committed to safeguarding the confidentiality of all such information.

Calderwood & Harkness will maintain the confidentiality of all Confidential Information provided by or on behalf of Thalassa in connection with this engagement, in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct, the attorney-client privilege, and the work product doctrine. The Firm will not disclose Confidential Information to any third party without Thalassa's prior written consent, except to the extent that disclosure is:

(a) Reasonably necessary to perform the services described in this engagement letter, including communications with lender's counsel (Whitmore, Jennings & Alcott LLP), local counsel (Pavlopoulos & Drakos Law Firm), the Administrative Agent (Meridian Atlantic), and other transaction parties in furtherance of the Facility;

(b) Required by applicable law, regulation, court order, subpoena, or other legal process; provided that, to the extent permitted by law, Calderwood & Harkness will provide Thalassa with prompt notice of any such requirement and will cooperate with Thalassa in seeking a protective order or other appropriate remedy; or

The obligations set forth in this Section 5 shall survive the termination or conclusion of this engagement and shall continue in effect indefinitely, except to the extent that the relevant Confidential Information becomes publicly available through no fault of Calderwood & Harkness.

6. Termination

Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Termination shall be effective upon receipt of written notice, or upon such later date as may be specified in the notice.

Upon termination of this engagement by either party, Thalassa shall remain obligated to pay Calderwood & Harkness for all professional fees earned and disbursements incurred through the effective date of termination, subject in all cases to the Fee Cap set forth in Section 3.2 above. The Retainer, to the extent not previously applied, will be credited against amounts owing at the time of termination, and any excess will be refunded to Thalassa.

Upon termination, Calderwood & Harkness will take such steps as are reasonably necessary to protect Thalassa's interests during the transition period, including (a) providing reasonable cooperation in the orderly transfer of the matter and all relevant files and work product to successor counsel designated by Thalassa, (b) executing and delivering any authorizations or consents reasonably required to facilitate such transfer, and (c) continuing to perform such limited services as may be necessary to prevent prejudice to Thalassa's interests pending the engagement of successor counsel, subject to the Firm's right to receive compensation for such services.

The Firm's right to withdraw from this engagement is subject at all times to applicable rules of professional conduct, including the Firm's obligation to provide reasonable notice to the client, to avoid material prejudice to the client's interests, and, if the matter is then pending before any court or tribunal, to obtain any required approval of such court or tribunal prior to withdrawal.

7. Document Retention

Upon the conclusion of this engagement — whether by closing of the Facility, termination, or otherwise — Calderwood & Harkness will retain client files and work product in accordance with the Firm's standard document retention policies, as in effect from time to time. Under the Firm's current policies, electronic files (including emails, electronic documents, and digitized records) are retained for a minimum of ten (10) years following the closure of the matter, and physical files (including original documents, executed instruments, and hard-copy correspondence) are retained for a minimum of seven (7) years following the closure of the matter.

Following the expiration of the applicable retention period, Calderwood & Harkness may destroy or dispose of such files without further notice to or consent from Thalassa, except that the Firm will provide reasonable advance written notice to Thalassa (to the extent that current contact information is available) prior to any such destruction, affording Thalassa the opportunity to request return or transfer of any files.

Thalassa may request the return of original documents (including original executed agreements, certificates, and instruments) at any time during or after the engagement. Copies of the Firm's work product — including memoranda, draft documents, research materials, and correspondence — will be provided to Thalassa upon reasonable request, subject to reimbursement of the Firm's reasonable copying and delivery costs. The Firm reserves the right to retain copies of all work product for its own records and for compliance with professional and regulatory obligations.

8. Governing Law and Dispute Resolution

This engagement letter, and any disputes or claims arising out of or relating to its subject matter, the engagement, or the Firm's representation of Thalassa, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of any other jurisdiction.

In the event of any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's representation of Thalassa, or the breach, termination, or validity of this engagement letter, such dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in New York, New York, in accordance with the AAA's Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with the AAA's rules. The arbitrator's award shall be final and binding upon the parties and may be entered and enforced in any court of competent jurisdiction.

Each party shall bear its own attorneys' fees, costs, and expenses incurred in connection with any such arbitration, unless the arbitrator determines that the circumstances warrant a different allocation.

9. Miscellaneous

This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Thalassa Shipping & Logistics SA with respect to the engagement described herein and supersedes all prior and contemporaneous discussions, negotiations, understandings, proposals, and agreements, whether oral or written, relating to the subject matter hereof.

No amendment, modification, supplement, or waiver of any provision of this engagement letter shall be effective unless set forth in a writing signed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this engagement letter shall operate as a waiver thereof.

This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution and delivery of this engagement letter by electronic signature (including by PDF, Brightwater Software, or similar platform) shall be valid and effective for all purposes and shall have the same legal force and effect as execution and delivery of an original ink signature.

Headings used in this engagement letter are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.

If any provision of this engagement letter is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

10. Acceptance and Execution

We would be grateful if you would acknowledge Thalassa's acceptance of the terms and conditions set forth in this engagement letter by executing this letter in the space provided below and returning one signed copy to us. Please return the signed copy, together with payment of the Retainer in the amount of $75,000, to:

Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022

Attention: Stephanie Okafor, Partner, Banking & Finance

Telephone: +1 (212) 506-7198

Email: s.okafor@calderwoodharkness.com

For remittance of the Retainer by wire transfer, please use the following instructions:

Bank: Greaves Bancorp ABA Routing No.: 021000021 Account Name: Calderwood & Harkness LLP — Client Retainer Account Account No.: 483-7291056 SWIFT Code: CHASUS33 Reference: Thalassa Shipping & Logistics SA / Matter No. 1044-00002

We kindly request that the signed engagement letter and Retainer payment be received by Calderwood & Harkness no later than March 17, 2023.

We are enthusiastic about the opportunity to work with Thalassa on this important financing, and we are confident that we can provide the highest quality legal representation in connection with the Facility. Please do not hesitate to contact Ian Blackwood or me if you have any questions regarding the terms of this engagement letter or any other aspect of the transaction.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Ian Blackwood

Title: Partner, Banking & Finance

425 Park Avenue New York, NY 10022 Telephone: +1 (212) 506-7112

Email: i.blackwood@calderwoodharkness.com

Acknowledgment and Acceptance

The undersigned, duly authorized to act on behalf of Thalassa Shipping & Logistics SA, hereby acknowledges receipt of this engagement letter, confirms that the terms and conditions set forth herein are acceptable, and agrees to be bound by the terms of this engagement letter effective as of the date set forth below.

AGREED AND ACCEPTED:

THALASSA SHIPPING & LOGISTICS SA

By: ________

Name: Aris Komnenidis

Title: General Counsel

Date: ________

Enclosure: Enc: Calderwood & Harkness LLP Standard Terms of Engagement

cc: Elena Vassiliou, Chief Executive Officer, Thalassa Shipping & Logistics SA cc: Dimitrios Pantazis, Chief Financial Officer, Thalassa Shipping & Logistics SA cc: Stephanie Okafor, Partner, Calderwood & Harkness LLP cc: Sophie Tremblay, Senior Associate, Calderwood & Harkness LLP

Name	Position	Role
Ian Blackwood	Partner, Banking & Finance	Responsible Partner — overall responsibility for the engagement, strategic direction, and primary client relationship
Stephanie Okafor	Partner, Banking & Finance	Billing Partner — responsible for all billing, financial administration, and budgeting of the matter
Sophie Tremblay	Senior Associate, Banking & Finance	Lead Associate — day-to-day responsibility for document review, markup, negotiation, and management of the transaction timeline
Daniel Obi	Associate, Banking & Finance	Working Associate — supporting document preparation, legal research, due diligence review, and closing coordination
Timekeeper	Level	Hourly Rate (USD)
Ian Blackwood	Partner	$1,350
Stephanie Okafor	Partner	$1,350
Sophie Tremblay	Senior Associate	$950
Daniel Obi	Associate	$750

PRIVILEGED AND CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law 425 Park Avenue New York, NY 10022
Telephone: +1 (212) 506-7000 Facsimile: +1 (212) 506-7001 www.calderwoodharkness.com
March 10, 2023
Mr. Aris Komnenidis General Counsel Thalassa Shipping & Logistics SA 14 Akti Miaouli Piraeus 185 35 Greece
Via Email (a.komnenidis@thalassashipping.gr) and International Courier
Dear Mr. Komnenidis:
We are pleased that Thalassa Shipping & Logistics SA ("Thalassa" or the "Company") has selected Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," "we," or "us") as its legal counsel in connection with the matter described herein. We greatly appreciate the confidence you and your team have placed in our firm, and we look forward to working with you on this important transaction.
The purpose of this letter is to set forth the terms and conditions upon which Calderwood & Harkness will be engaged to represent Thalassa as borrower in connection with a proposed $150,000,000 senior secured revolving credit facility (the "Facility"). This engagement has been assigned our internal matter number 1044-00002. We ask that you reference this number in all correspondence, invoices, and communications relating to this matter.
Please review the terms of this engagement letter carefully. If the terms set forth herein are acceptable, please sign and return a copy of this letter in accordance with the instructions provided in Section 10 below. We are, of course, happy to discuss any questions or concerns you may have prior to execution.
1. Scope of Engagement
1.1 Description of the Transaction
Calderwood & Harkness will represent Thalassa as borrower in the negotiation, documentation, and closing of a $150,000,000 senior secured revolving credit facility. The purpose of the Facility is twofold: (a) to refinance Thalassa's existing $125,000,000 revolving credit facility with Harborstone National Bank (the "Existing Facility"), and (b) to provide incremental liquidity of $25,000,000 for general corporate purposes, including working capital needs of the Company and its operating subsidiaries.
The Existing Facility is governed by that certain Credit Agreement dated as of November 15, 2018, by and between Thalassa Shipping & Logistics SA, as borrower, and Harborstone National Bank, as lender (as amended by the First Amendment to Credit Agreement dated as of June 30, 2020, and as further amended by the Second Amendment to Credit Agreement dated as of March 1, 2022, and as may have been further supplemented, restated, or otherwise modified from time to time prior to the date hereof).
It is our understanding that Meridian Atlantic Bank, National Association ("Meridian Atlantic") will serve as Sole Lead Arranger, Sole Bookrunner, and Administrative Agent for the Facility, pursuant to the Mandate and Fee Letter between the Company and Meridian Atlantic dated February 14, 2023 (the "Mandate Letter"). The Facility is expected to be syndicated among Meridian Atlantic, as one of the lenders, and such additional financial institutions as may be identified by the Sole Lead Arranger during the syndication process (collectively, the "Lenders").
We further understand that Whitmore, Jennings & Alcott LLP ("WJA") has been retained as counsel to Meridian Atlantic and the Lenders in connection with the Facility, and we anticipate that the majority of our documentary negotiations will be conducted with WJA.
1.2 Specific Services
In connection with the engagement described above, Calderwood & Harkness will provide the following legal services on behalf of Thalassa:
(a) Review and analysis of the Mandate Letter and related fee arrangements to advise Thalassa on its obligations thereunder;
(b) Review, markup, and negotiation of the term sheet for the Facility, including advising Thalassa on the commercial and legal implications of the proposed terms;
(c) Review, markup, and negotiation of the credit agreement governing the Facility, including all schedules and exhibits thereto, and all ancillary loan documents (including, without limitation, promissory notes, compliance certificates, borrowing request forms, and any intercreditor or subordination arrangements);
(d) Review, markup, and negotiation of the security documents for the Facility, including first preferred ship mortgages over the vessels designated as collateral, share pledge agreements over the equity interests in vessel-owning subsidiaries, assignments of earnings (including freight, hire, and charter party revenues), and assignments of insurances (including hull and machinery, protection and indemnity, and loss of hire coverages);
(e) Preparation and/or review of all corporate authorization documents, including resolutions of the board of directors and any requisite shareholder approvals, secretary's certificates, incumbency certificates, and certificates of good standing or equivalent status certificates;
(f) Coordination with Pavlopoulos & Drakos Law Firm ("Pavlopoulos & Drakos"), Greek local counsel to Thalassa, on matters of Greek corporate law, Greek maritime law, and related regulatory matters, including the review and coordination of capacity and authorization legal opinions to be delivered by Pavlopoulos & Drakos at closing;
(g) Preparation of Calderwood & Harkness's closing legal opinion, to be delivered at closing, covering the enforceability of the Facility documents under the laws of the State of New York and applicable federal laws of the United States;
(h) Review of and comment on the confidential information memorandum (the "CIM") to be prepared in connection with the syndication of the Facility, including advising Thalassa on disclosure and liability issues relating thereto;
(i) Preparation and review of closing documents, the closing checklist, the conditions precedent checklist, and the funds flow memorandum, and coordination of the closing process with WJA, the Administrative Agent, and local counsel;
(j) Negotiation with WJA, as lender's counsel, on all documentary and legal matters arising in connection with the Facility; and
(k) General legal advice and counsel to Thalassa in connection with the Facility and the transactions contemplated thereby, as may be requested by the Company from time to time during the term of this engagement.
1.3 Limitations on Scope
The scope of this engagement is limited to the legal services specifically described in Sections 1.1 and 1.2 above. Without limiting the generality of the foregoing, this engagement does not include, and Calderwood & Harkness will not be responsible for, the provision of legal or advisory services in connection with any of the following:
(a) Regulatory approvals, filings, or notifications in any jurisdiction, whether relating to banking regulation, securities regulation, antitrust or competition law, environmental compliance, or any other regulatory regime;
(b) Tax advisory services, including advice on the tax structuring of the Facility, withholding tax obligations, transfer pricing implications, or tax compliance matters in any jurisdiction;
(c) Vessel appraisal, valuation, or survey services, or advice on vessel classification, condition, or technical specifications;
(d) Insurance procurement, placement, or brokerage services, or advice on the terms, adequacy, or sufficiency of the Company's insurance program, except to the extent that Calderwood & Harkness reviews assignments of insurances as security documents in connection with the Facility;
(e) Accounting, audit, or financial reporting matters, including compliance with International Financial Reporting Standards (IFRS) or any other applicable accounting framework;
(f) Representation in any litigation, arbitration, mediation, or dispute resolution proceedings of any kind, whether or not related to the Facility, the Existing Facility, or any other financing arrangement;
(g) Advice on the laws of the Hellenic Republic (which will be provided by Pavlopoulos & Drakos), the laws of England and Wales, the laws of any flag state or vessel registration jurisdiction, or the laws of any jurisdiction other than the State of New York and the federal laws of the United States of America; and
(h) Any other services not specifically described in Sections 1.1 and 1.2 above.
Any expansion or modification of the scope of services described herein must be agreed in writing by both Calderwood & Harkness and Thalassa prior to the commencement of any such additional services.
2. Engagement Team
Calderwood & Harkness has assembled a team of experienced attorneys in the Firm's Banking & Finance practice group to handle this engagement. The members of the core engagement team are as follows:
The Firm may, from time to time, assign additional attorneys, paralegals, or other professional staff to work on this engagement as necessary to ensure the efficient and timely performance of the services described herein. In the event of any material changes to the composition of the core engagement team listed above — including the departure of any named team member from the engagement or the Firm — Calderwood & Harkness will promptly notify Thalassa and will consult with the Company regarding any replacement personnel.
For purposes of day-to-day communications and coordination, the primary points of contact at Calderwood & Harkness shall be:
•  Ian Blackwood — for partner-level strategic matters, escalation of negotiation points, and overall engagement oversight. Mr. Blackwood can be reached at +1 (212) 506-7112 or i.blackwood@calderwoodharkness.com.
•  Sophie Tremblay — for day-to-day transactional matters, document status, drafting schedules, and coordination with opposing counsel and local counsel. Ms. Tremblay can be reached at +1 (212) 506-7284 or s.tremblay@calderwoodharkness.com.
3. Fees and Billing
3.1 Hourly Rate Structure
Calderwood & Harkness's professional fees for this engagement will be calculated on the basis of time actually spent by attorneys and professional staff assigned to the matter, at their respective standard hourly rates. The current standard hourly rates applicable to the core engagement team members are as follows:
In the event that additional attorneys or professional staff are assigned to the engagement, their time will be billed at their then-current standard hourly rates, which will be communicated to Thalassa upon assignment. Paralegal and legal assistant time, if applicable, is billed at rates ranging from $350 to $475 per hour, depending on experience level.
The hourly rates set forth above are subject to adjustment on an annual basis, typically effective January 1 of each calendar year, in accordance with the Firm's standard rate review process; provided, however, that no adjustment to hourly rates shall take effect during the term of this engagement without not less than thirty (30) days' prior written notice to Thalassa.
All time is recorded and billed in increments of one-tenth of an hour (i.e., six-minute increments). Invoices will reflect a description of the services rendered by each timekeeper, the time expended, and the applicable hourly rate.
3.2 Fee Cap
Notwithstanding the foregoing hourly rate structure, the Firm's aggregate professional fees for the negotiation and documentation of the Facility through the closing date shall not exceed Six Hundred Fifty Thousand Dollars ($650,000) (the "Fee Cap"). The Fee Cap represents the maximum amount of professional fees that Calderwood & Harkness will charge Thalassa for the services described in Section 1 of this engagement letter, regardless of the total amount of time expended.
The Fee Cap is exclusive of disbursements and out-of-pocket expenses, which will be billed separately in accordance with Section 3.4 below.
The Fee Cap applies solely and exclusively to the scope of services described in Sections 1.1 and 1.2 of this engagement letter. In the event that Thalassa requests, and Calderwood & Harkness agrees to provide, services outside the agreed scope of this engagement, such additional services will be billed at the applicable standard hourly rates without application of the Fee Cap, and will be subject to a separate written fee arrangement between the parties.
In the event that the transaction contemplated by this engagement does not close for any reason — whether due to the decision of the Company, the withdrawal of Meridian Atlantic or any Lender, the failure of a condition precedent to closing, or any other cause — fees will be billed for time actually incurred at the applicable hourly rates through the date of termination of the engagement, subject to the Fee Cap. For the avoidance of doubt, the Fee Cap shall apply regardless of whether the Facility closes.
3.3 Retainer.  Upon execution of this engagement letter, Thalassa shall pay to Calderwood & Harkness a retainer in the amount of Seventy-Five Thousand Dollars ($75,000) (the "Retainer"). The Retainer shall be held by Calderwood & Harkness in the Firm's general operating account and shall not be held in a separate escrow or trust account.
The Retainer shall be applied as a credit against the final invoice or invoices rendered in connection with this engagement. To the extent the Retainer exceeds the balance due on the final invoice(s), any unused portion of the Retainer will be refunded to Thalassa promptly following the conclusion of the engagement and the rendering of all outstanding invoices.
The Retainer is not a flat fee for the engagement and does not constitute an estimate of the total fees expected to be incurred. The Retainer is intended solely as security for the Firm's fees and as a demonstration of the client's commitment to the engagement.
We respectfully request that the Retainer be remitted by wire transfer to Calderwood & Harkness's designated bank account (wire transfer instructions are set forth in Section 10 below) no later than five (5) business days after the date of execution of this engagement letter. Based on the date of this letter, we anticipate receipt of the Retainer on or about March 15, 2023.
3.4 Disbursements and Expenses
In addition to professional fees, Thalassa will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by Calderwood & Harkness in connection with the performance of the services described herein. Reimbursable disbursements include, without limitation, the following:
(a) Travel expenses, including airfare (business class for flights exceeding four hours in duration), hotel accommodations, ground transportation, and meals, incurred in connection with travel between New York, Athens/Piraeus, London, and any other locations as may be required by the transaction;
(b) Filing fees, recording fees, and similar governmental charges;
(c) Courier, overnight delivery, and express mail charges;
(d) Document reproduction, printing, and binding costs;
(e) Computerized legal research charges (including, without limitation, charges for Westmark Data Systems, Sundial Solutions, and similar research platforms);
(f) Long-distance telephone charges and conference call or video conference service charges; and
(g) Such other out-of-pocket costs and expenses as are reasonably and customarily incurred in connection with a transaction of this type and scope.
Disbursements are not subject to the Fee Cap and will be billed as incurred, in addition to professional fees. Where practicable, any individual disbursement expected to exceed $5,000 will be reported to the Company in advance of its incurrence, and Calderwood & Harkness will use reasonable efforts to obtain Thalassa's approval before incurring any such expense. However, failure to provide advance notice shall not relieve Thalassa of its obligation to reimburse the Firm for disbursements that are reasonably and necessarily incurred in connection with the engagement.
3.5 Billing and Payment Terms
Invoices for professional fees and disbursements will be rendered monthly, in arrears, for services performed and expenses incurred during the preceding calendar month. Each invoice will include a reasonably detailed description of the legal services performed, the identity and billing rate of each timekeeper, the time expended, and an itemization of disbursements.
All invoices are due and payable within thirty (30) days of the date of invoice. Payments should be made in United States Dollars by wire transfer to the account designated in the Firm's invoice or as otherwise instructed.
Calderwood & Harkness reserves the right to charge interest on any amounts that remain unpaid beyond the thirty (30) day payment period at the rate of one percent (1.0%) per month (equivalent to twelve percent (12%) per annum), or such lesser rate as may be the maximum rate permitted by applicable law. The assessment of interest charges is without prejudice to any other rights or remedies available to the Firm with respect to unpaid invoices.
Any billing inquiries, disputes, or questions regarding invoices should be directed to Stephanie Okafor, Partner, at +1 (212) 506-7198 or s.okafor@calderwoodharkness.com. We encourage the prompt communication of any billing concerns so that they may be addressed in a timely manner.
4. Client Identification and Conflicts
4.1 Client Identification
The client in this engagement is Thalassa Shipping & Logistics SA, a société anonyme (S.A.) organized and existing under the laws of the Hellenic Republic, with its registered office at 14 Akti Miaouli, Piraeus 185 35, Greece.
Calderwood & Harkness does not, by virtue of this engagement, represent any subsidiaries, affiliates, associated entities, directors, officers, shareholders, or employees of Thalassa, unless such representation is separately agreed in writing between the Firm and the relevant entity or individual.
The Firm acknowledges that certain wholly owned or majority-owned subsidiaries of Thalassa are expected to serve as guarantors and/or security providers under the Facility, including, without limitation: (i) Thalassa Dry Bulk Holdings Ltd., (ii) Thalassa Tanker Operations Ltd., and (iii) Thalassa Logistics International Ltd. (collectively, the "Guarantor Subsidiaries"). To the extent that Calderwood & Harkness is asked to provide legal services in connection with the Guarantor Subsidiaries' obligations under the Facility — including, without limitation, the review or preparation of guarantee agreements, share pledges, or corporate authorization documents relating to the Guarantor Subsidiaries — Thalassa (as the parent entity and the borrower under the Facility) shall remain the sole client of Calderwood & Harkness, and the Firm's professional duties and obligations, including duties of loyalty, confidentiality, and communication, shall run exclusively to Thalassa. The Guarantor Subsidiaries shall not be considered clients of the Firm by reason of any services rendered in connection with this engagement.
4.2 Conflicts of Interest
In accordance with its professional obligations, Calderwood & Harkness has conducted a review of its current client relationships and active matters to identify any actual or potential conflicts of interest that might affect the Firm's ability to undertake this representation. Based on the information currently available to the Firm, we are not aware of any existing conflict of interest that would prevent Calderwood & Harkness from accepting and performing this engagement.
In connection with our conflicts review, the Firm has checked the following parties against its records:
•  Meridian Atlantic Bank, National Association (Sole Lead Arranger, Sole Bookrunner, and Administrative Agent)
•  Nordkapp Maritime Finance AG (anticipated Lender)
•  Clearwater Commercial Lending LLC (anticipated Lender)
•  Eastbourne Capital Partners LLP (anticipated Lender)
•  Harborstone National Bank (lender under the Existing Facility)
•  Pinnacle Trust & Agency Services Inc. (anticipated collateral agent or trustee)
•  Whitmore, Jennings & Alcott LLP (counsel to Meridian Atlantic and the Lenders)
•  Pavlopoulos & Drakos Law Firm (Greek local counsel to Thalassa)
Calderwood & Harkness is a large, multi-practice law firm, and the Firm may from time to time represent other clients in matters that are adverse to, or involve, one or more of the above-named entities. Thalassa hereby consents, on a prospective basis, to Calderwood & Harkness's representation of other clients in matters adverse to any of the above-named entities, provided that (a) such matters are not substantially related to this engagement, and (b) the Firm's representation in such other matters does not involve the use of confidential information obtained from Thalassa in connection with this engagement. This prospective consent is subject at all times to Calderwood & Harkness's compliance with its ethical obligations under the New York Rules of Professional Conduct and any other applicable rules of professional responsibility.
In the event that an actual conflict of interest arises during the course of this engagement that cannot be resolved through the mechanisms described above or through appropriate ethical screening procedures, Calderwood & Harkness will promptly notify Thalassa and will take appropriate steps to address the conflict. Such steps may include, where necessary, the Firm's withdrawal from this engagement, subject to the provisions of Section 6 below and applicable rules of professional conduct.
5. Confidentiality
Calderwood & Harkness acknowledges that, in connection with this engagement, the Firm will receive and have access to non-public, proprietary, and commercially sensitive information concerning Thalassa, its business, operations, financial condition, fleet, commercial arrangements, and strategic plans (collectively, "Confidential Information"). The Firm is committed to safeguarding the confidentiality of all such information.
Calderwood & Harkness will maintain the confidentiality of all Confidential Information provided by or on behalf of Thalassa in connection with this engagement, in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct, the attorney-client privilege, and the work product doctrine. The Firm will not disclose Confidential Information to any third party without Thalassa's prior written consent, except to the extent that disclosure is:
(a) Reasonably necessary to perform the services described in this engagement letter, including communications with lender's counsel (Whitmore, Jennings & Alcott LLP), local counsel (Pavlopoulos & Drakos Law Firm), the Administrative Agent (Meridian Atlantic), and other transaction parties in furtherance of the Facility;
(b) Required by applicable law, regulation, court order, subpoena, or other legal process; provided that, to the extent permitted by law, Calderwood & Harkness will provide Thalassa with prompt notice of any such requirement and will cooperate with Thalassa in seeking a protective order or other appropriate remedy; or
(c) Authorized or required by applicable rules of professional conduct.
The obligations set forth in this Section 5 shall survive the termination or conclusion of this engagement and shall continue in effect indefinitely, except to the extent that the relevant Confidential Information becomes publicly available through no fault of Calderwood & Harkness.
6. Termination
Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Termination shall be effective upon receipt of written notice, or upon such later date as may be specified in the notice.
Upon termination of this engagement by either party, Thalassa shall remain obligated to pay Calderwood & Harkness for all professional fees earned and disbursements incurred through the effective date of termination, subject in all cases to the Fee Cap set forth in Section 3.2 above. The Retainer, to the extent not previously applied, will be credited against amounts owing at the time of termination, and any excess will be refunded to Thalassa.
Upon termination, Calderwood & Harkness will take such steps as are reasonably necessary to protect Thalassa's interests during the transition period, including (a) providing reasonable cooperation in the orderly transfer of the matter and all relevant files and work product to successor counsel designated by Thalassa, (b) executing and delivering any authorizations or consents reasonably required to facilitate such transfer, and (c) continuing to perform such limited services as may be necessary to prevent prejudice to Thalassa's interests pending the engagement of successor counsel, subject to the Firm's right to receive compensation for such services.
The Firm's right to withdraw from this engagement is subject at all times to applicable rules of professional conduct, including the Firm's obligation to provide reasonable notice to the client, to avoid material prejudice to the client's interests, and, if the matter is then pending before any court or tribunal, to obtain any required approval of such court or tribunal prior to withdrawal.
7. Document Retention
Upon the conclusion of this engagement — whether by closing of the Facility, termination, or otherwise — Calderwood & Harkness will retain client files and work product in accordance with the Firm's standard document retention policies, as in effect from time to time. Under the Firm's current policies, electronic files (including emails, electronic documents, and digitized records) are retained for a minimum of ten (10) years following the closure of the matter, and physical files (including original documents, executed instruments, and hard-copy correspondence) are retained for a minimum of seven (7) years following the closure of the matter.
Following the expiration of the applicable retention period, Calderwood & Harkness may destroy or dispose of such files without further notice to or consent from Thalassa, except that the Firm will provide reasonable advance written notice to Thalassa (to the extent that current contact information is available) prior to any such destruction, affording Thalassa the opportunity to request return or transfer of any files.
Thalassa may request the return of original documents (including original executed agreements, certificates, and instruments) at any time during or after the engagement. Copies of the Firm's work product — including memoranda, draft documents, research materials, and correspondence — will be provided to Thalassa upon reasonable request, subject to reimbursement of the Firm's reasonable copying and delivery costs. The Firm reserves the right to retain copies of all work product for its own records and for compliance with professional and regulatory obligations.
8. Governing Law and Dispute Resolution
This engagement letter, and any disputes or claims arising out of or relating to its subject matter, the engagement, or the Firm's representation of Thalassa, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of any other jurisdiction.
In the event of any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's representation of Thalassa, or the breach, termination, or validity of this engagement letter, such dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in New York, New York, in accordance with the AAA's Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with the AAA's rules. The arbitrator's award shall be final and binding upon the parties and may be entered and enforced in any court of competent jurisdiction.
Each party shall bear its own attorneys' fees, costs, and expenses incurred in connection with any such arbitration, unless the arbitrator determines that the circumstances warrant a different allocation.
9. Miscellaneous
This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Thalassa Shipping & Logistics SA with respect to the engagement described herein and supersedes all prior and contemporaneous discussions, negotiations, understandings, proposals, and agreements, whether oral or written, relating to the subject matter hereof.
No amendment, modification, supplement, or waiver of any provision of this engagement letter shall be effective unless set forth in a writing signed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this engagement letter shall operate as a waiver thereof.
This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution and delivery of this engagement letter by electronic signature (including by PDF, Brightwater Software, or similar platform) shall be valid and effective for all purposes and shall have the same legal force and effect as execution and delivery of an original ink signature.
Headings used in this engagement letter are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.
If any provision of this engagement letter is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
10. Acceptance and Execution
We would be grateful if you would acknowledge Thalassa's acceptance of the terms and conditions set forth in this engagement letter by executing this letter in the space provided below and returning one signed copy to us. Please return the signed copy, together with payment of the Retainer in the amount of $75,000, to:
Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022
Attention: Stephanie Okafor, Partner, Banking & Finance
Telephone: +1 (212) 506-7198
Email: s.okafor@calderwoodharkness.com
For remittance of the Retainer by wire transfer, please use the following instructions:
Bank: Greaves Bancorp ABA Routing No.: 021000021 Account Name: Calderwood & Harkness LLP — Client Retainer Account Account No.: 483-7291056 SWIFT Code: CHASUS33 Reference: Thalassa Shipping & Logistics SA / Matter No. 1044-00002
We kindly request that the signed engagement letter and Retainer payment be received by Calderwood & Harkness no later than March 17, 2023.
We are enthusiastic about the opportunity to work with Thalassa on this important financing, and we are confident that we can provide the highest quality legal representation in connection with the Facility. Please do not hesitate to contact Ian Blackwood or me if you have any questions regarding the terms of this engagement letter or any other aspect of the transaction.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Ian Blackwood
Title: Partner, Banking & Finance
425 Park Avenue New York, NY 10022 Telephone: +1 (212) 506-7112
Email: i.blackwood@calderwoodharkness.com
Acknowledgment and Acceptance
The undersigned, duly authorized to act on behalf of Thalassa Shipping & Logistics SA, hereby acknowledges receipt of this engagement letter, confirms that the terms and conditions set forth herein are acceptable, and agrees to be bound by the terms of this engagement letter effective as of the date set forth below.
AGREED AND ACCEPTED:
THALASSA SHIPPING & LOGISTICS SA
By: ________
Name: Aris Komnenidis
Title: General Counsel
Date: ________
Enclosure: Enc: Calderwood & Harkness LLP Standard Terms of Engagement
cc: Elena Vassiliou, Chief Executive Officer, Thalassa Shipping & Logistics SA cc: Dimitrios Pantazis, Chief Financial Officer, Thalassa Shipping & Logistics SA cc: Stephanie Okafor, Partner, Calderwood & Harkness LLP cc: Sophie Tremblay, Senior Associate, Calderwood & Harkness LLP
Name | Position | Role
Ian Blackwood | Partner, Banking & Finance | Responsible Partner — overall responsibility for the engagement, strategic direction, and primary client relationship
Stephanie Okafor | Partner, Banking & Finance | Billing Partner — responsible for all billing, financial administration, and budgeting of the matter
Sophie Tremblay | Senior Associate, Banking & Finance | Lead Associate — day-to-day responsibility for document review, markup, negotiation, and management of the transaction timeline
Daniel Obi | Associate, Banking & Finance | Working Associate — supporting document preparation, legal research, due diligence review, and closing coordination
Timekeeper | Level | Hourly Rate (USD)
Ian Blackwood | Partner | $1,350
Stephanie Okafor | Partner | $1,350
Sophie Tremblay | Senior Associate | $950
Daniel Obi | Associate | $750

PRIVILEGED AND CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

THALASSA SHIPPING & LOGISTICS SA

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