1044-00002 · Client 1044 · Engagement & Client Management

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PRIVILEGED & CONFIDENTIAL

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

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

Ian Blackwood Direct Dial: (212) 558-4127 iblackwood@calderwoodharkness.com

June 12, 2023

Via Email and Hard Copy

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

Re: Engagement Letter dated March 10, 2023 — Proposed Modification Matter No. 1044-00002 $150,000,000 Senior Secured Revolving Credit Facility Refinancing

Dear Aris,

1. Reference to Existing Engagement Letter

I am writing in connection with the engagement letter dated March 10, 2023 (the "Engagement Letter") between Calderwood & Harkness LLP ("C&H" or the "Firm") and Thalassa Shipping & Logistics SA ("TSL" or the "Company"), pursuant to which C&H was retained to represent TSL in its capacity as Borrower in connection with the negotiation, documentation, and closing of a $150,000,000 senior secured revolving credit facility (the "Facility") with Meridian Atlantic Bank, National Association ("Meridian Atlantic"), acting as Sole Lead Arranger, Sole Bookrunner, and Administrative Agent.

As you are aware, the purpose of the Facility is twofold: (i) to refinance the Company's existing $125,000,000 revolving credit facility with Harborstone National Bank (as documented under that certain Credit Agreement dated November 15, 2018, as amended by the First Amendment thereto dated June 30, 2020 and the Second Amendment thereto dated March 1, 2022, the "Existing Credit Agreement"), which matures on November 15, 2023; and (ii) to provide an incremental $25,000,000 of borrowing capacity to be used for general corporate purposes and working capital needs of the Company and its subsidiaries.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Engagement Letter. This letter relates to Matter No. 1044-00002 on the Firm's internal records.

The purpose of this letter is to apprise you of developments affecting the scope and complexity of our engagement since the Engagement Letter was executed, to provide a transparent update on current billing status, and to propose a modification to the fee cap established in the Engagement Letter in light of those developments.

2. Current Fee Cap and Billing Status

As set forth in Section 4 of the Engagement Letter, the parties agreed to a fee cap of Six Hundred Fifty Thousand Dollars ($650,000), exclusive of disbursements and third-party costs, for the legal services to be rendered by C&H in connection with the Facility (the "Fee Cap"). Disbursements — including filing fees, overnight courier charges, travel expenses, and third-party search and diligence costs — are billed separately and are not subject to the Fee Cap.

The agreed rate structure set forth in the Engagement Letter is as follows:

These rates are subject to periodic review in accordance with the Firm's standard billing practices, although no rate adjustments have been made during the current engagement period.

The Firm received a retainer in the amount of $75,000 from TSL on March 15, 2023, which is being held in our escrow account and will be applied against the final invoice upon completion of the engagement, as contemplated by Section 5 of the Engagement Letter.

As of the date of this letter, the Firm has billed approximately $285,000 in professional fees for services rendered through the current period. This figure reflects the substantial work product generated to date across all workstreams, including credit agreement review and markup, initial diligence on the collateral package, and corporate authorization analysis for the Borrower and its subsidiaries. The current engagement team consists of the following attorneys:

• Ian Blackwood — Responsible Partner

• Stephanie Okafor — Billing Partner

• Sophie Tremblay — Lead Associate (Senior Associate)

• Daniel Obi — Working Associate

The billing to date represents approximately 43.8% of the existing Fee Cap. As described in more detail below, the remaining scope of work to be performed through closing is materially greater than what was originally anticipated at the time the Engagement Letter was executed, and we believe it is important to have a candid discussion with you about the adequacy of the existing Fee Cap in light of these developments.

3. Increased Scope and Complexity — Rationale for Fee Cap Modification

Since the commencement of the engagement, several factors have contributed to a significant and unanticipated increase in the documentary complexity and overall scope of the representation. I want to walk you through each of these factors in some detail so that you have full visibility into the basis for our request.

(a) Security Document Package — 18 Mortgaged Vessels

The collateral package for the Facility, as required by Meridian Atlantic and the syndicate lenders, contemplates first-priority ship mortgages on eighteen (18) designated vessels (the "Mortgaged Vessels") drawn from TSL's total fleet of forty (40) vessels, which comprises twenty-eight (28) dry bulk carriers and twelve (12) tankers. The aggregate appraised value of the Mortgaged Vessels is approximately $780,000,000, based on preliminary indications received from Seastone Maritime Advisors Ltd. ("Seastone"), the independent maritime valuation firm retained for this purpose. Formal appraisals from Seastone are expected to be delivered in July 2023 and will serve as the basis for the initial collateral coverage ratio calculation under the credit agreement.

The security documents being circulated by Whitmore, Jennings & Alcott LLP ("WJA"), counsel to the Lenders, are expected to be delivered on or about June 16, 2023. WJA's team on this matter is led by Harrison Caldwell (Partner) and Priya Subramanian (Senior Associate). Based on our preliminary discussions with WJA and a review of the term sheet collateral requirements, the ship mortgage forms will require vessel-by-vessel customization to address the following considerations:

(i) Flag State Registration Requirements. Each Mortgaged Vessel's flag state imposes specific requirements with respect to the form, execution, notarization, and recording of ship mortgages. The Mortgaged Vessels are flagged across multiple jurisdictions, and the registration requirements are not uniform. Compliance with flag state formalities is critical to ensure the perfection and priority of Meridian Atlantic's security interest in each vessel.

(ii) Insurance Assignment Provisions. Each mortgage must incorporate comprehensive insurance assignment provisions covering hull and machinery insurance, protection and indemnity ("P&I") coverage, and war risk insurance. These assignments must be coordinated with Trident Marine Insurance Brokers Ltd. ("Trident"), TSL's insurance broker, to ensure consistency with the terms of the underlying policies and to address any requirements imposed by the relevant P&I clubs. The lenders' loss payee and additional insured endorsements must be negotiated on a policy-by-policy basis.

(iii) Earnings Account Assignments. Assignments of earnings for each Mortgaged Vessel — including charter hire, freight revenue, and demurrage — must be documented and perfected in accordance with applicable law. The structure of TSL's chartering arrangements, which include a mix of time charters, voyage charters, and contracts of affreightment, adds further complexity to the earnings assignment documentation.

At the time the Fee Cap was established, the original expectation — based on the term sheet then in circulation — was that the collateral package would encompass approximately ten to twelve vessels with a more standardized mortgage form. The expansion to eighteen vessels, coupled with the level of vessel-specific customization required by WJA and Meridian Atlantic, represents a material increase in documentary volume and associated attorney time that was not fully anticipated when the Fee Cap was set.

(b) Multi-Jurisdictional Guarantor Analysis

The Facility documentation requires guarantees from three subsidiary guarantors of TSL, each organized under the laws of a different jurisdiction:

(i) Thalassa Dry Bulk Holdings Ltd. — a private limited company organized under the laws of the Republic of Cyprus;

(ii) Thalassa Tanker Operations Ltd. — a private limited company organized under the laws of the Republic of the marshall Islands; and

(iii) Thalassa Logistics International Ltd. — a private limited company organized under the laws of the Republic of Cyprus.

Each guarantor requires a separate and jurisdiction-specific analysis of corporate authorization, legal capacity to guarantee the obligations of its parent, and any limitations on the enforceability of upstream or cross-stream guarantees under applicable law. In addition, the lenders have required share pledge agreements with respect to each guarantor's equity interests, which must address:

• Jurisdiction-specific perfection requirements (including, as applicable, registration with the relevant corporate registry, physical delivery of share certificates, endorsement in blank or to a designated pledgee, and notation on the share register);

• Remedies available to the Collateral Agent upon the occurrence and during the continuance of an Event of Default, including the right to foreclose on and dispose of the pledged shares, exercise voting rights, and receive dividends; and

• Voting rights and dividend entitlements during the continuance of a Default or Event of Default, including the circumstances under which the Collateral Agent may exercise proxy voting authority.

This work requires coordination with Pavlopoulos & Drakos Law Firm in Athens (specifically Theodoros Pavlopoulos, Senior Partner), who serves as Greek local counsel for TSL on corporate and maritime law matters. We also anticipate the need to engage and coordinate with local counsel in Cyprus and the Republic of the marshall Islands to provide capacity opinions and confirm perfection requirements for the share pledges in those jurisdictions. The engagement and supervision of multiple local counsel firms across three jurisdictions adds a layer of coordination complexity and associated time commitment that was not fully contemplated at the outset of the engagement.

The Facility will employ a separate collateral agent and security trustee structure. Pinnacle Trust & Agency Services Inc. ("Pinnacle"), headquartered at One Liberty Plaza, 44th Floor, New York, NY 10006, has been designated to serve as Collateral Agent and Security Trustee for the benefit of the secured parties. The appointment of a dedicated collateral agent — as distinct from the Administrative Agent function performed by Meridian Atlantic — introduces additional documentary requirements, including negotiation of the collateral agency agreement, collateral trust agreement, and related intercreditor mechanics.

The intercreditor arrangements are further complicated by the syndicate structure. The $150,000,000 Facility commitment is allocated among four syndicate lenders as follows:

The intercreditor mechanics — including provisions governing the exercise of remedies, voting thresholds for directing the Collateral Agent, pro rata sharing of collateral proceeds, and the subordination of individual lender enforcement rights to collective action through the Collateral Agent — require careful drafting and negotiation. Each syndicate lender has its own internal requirements and has retained its own counsel for review of the intercreditor provisions, which has added to the number of parties involved in the negotiation process and the resulting volume of comments and counter-drafts.

(d) Extended Credit Agreement Negotiations

The credit agreement negotiations have proceeded through multiple rounds of drafting and markup, reflecting the complexity of the transaction and the number of open commercial and legal issues. The drafting timeline to date is as follows:

• April 5, 2023: WJA circulated the first draft of the Credit Agreement (the "Initial Draft").

• April 14, 2023: C&H delivered its first markup of the Credit Agreement to WJA and Meridian Atlantic, containing 847 comments across approximately 210 pages of marked text. The markup addressed, among other things, the representations and warranties, affirmative and negative covenants, events of default, financial covenant definitions, collateral and guarantee provisions, and borrowing mechanics.

• April 28, 2023: WJA circulated its second draft of the Credit Agreement, accepting a number of C&H's comments and proposing counter-positions on others.

• May 8, 2023: C&H delivered its second markup, reflecting 312 open comments and focusing on the key contested areas described below.

• May 15, 2023: An issues list identifying 28 open negotiation points was circulated to the parties by WJA to facilitate resolution at the principal level.

• June 2, 2023: WJA circulated its third draft of the Credit Agreement, reflecting progress on a number of the open items but leaving several key commercial points unresolved.

• June 9, 2023: C&H's third markup was due and has been delivered (or is in the process of final delivery as of the date of this letter).

The key contested areas that have required — and will continue to require — significant analytical and drafting effort include:

(i) SOFR Fallback Mechanics. The benchmark transition provisions and SOFR fallback language, including the selection of a replacement benchmark upon a Benchmark Transition Event, the applicable credit spread adjustment, and the Administrative Agent's discretion in implementing benchmark replacement conforming changes.

(ii) Mandatory Prepayment Waterfall. The application of mandatory prepayment proceeds derived from asset dispositions (including vessel sales), casualty and condemnation events, and excess cash flow sweeps, including the priority of application among the syndicate lenders and the interplay with voluntary prepayment provisions.

(iii) Material Adverse Change ("MAC") Definition. The scope and carve-outs applicable to the MAC definition as used in the representations and warranties, the conditions precedent to borrowing, and the events of default.

(iv) Change of Control Trigger. The definition of "Change of Control" and the consequences thereof, including mandatory prepayment obligations, with particular attention to the treatment of transfers among members of the Komnenidis family and family-controlled entities.

(v) Vessel Sale Proceeds Application. The mechanics governing the application of net cash proceeds from the sale or other disposition of Mortgaged Vessels, including the reinvestment exception and the timeline for reinvestment.

(vi) Restricted Payments Basket. The capacity for dividends and other restricted payments, including the builder baskets, available amount baskets, and the interplay between restricted payment capacity and the financial covenant package.

(vii) Financial Covenants. The credit agreement includes a comprehensive financial covenant package consisting of:

• Maximum Consolidated Net Leverage Ratio of 4.50:1.00 for the first two fiscal years following closing, stepping down to 4.00:1.00 beginning in Year 3;

• Minimum Interest Coverage Ratio of 3.00:1.00 at all times;

• Minimum Liquidity (unrestricted cash and cash equivalents plus undrawn availability under the Facility) of $30,000,000 at all times; and

• Maximum Capital Expenditures of $80,000,000 per fiscal year.

(viii) Minimum Collateral Coverage Ratio. The requirement to maintain a minimum collateral coverage ratio of 140%, calculated as the aggregate fair market value of the Mortgaged Vessels (as determined by approved appraisers on at least an annual basis) to total outstanding commitments.

These issues have been the subject of multiple negotiation calls and exchanges, including a substantive negotiation call held on May 22, 2023 regarding the financial covenant package and collateral coverage terms, which required significant preparation time by the C&H team, including the development of detailed negotiation memoranda and alternative covenant proposals for TSL's consideration.

Taken together, the factors described in Sections 3(a) through 3(d) above represent a meaningful increase in the scope and complexity of the engagement beyond what was reasonably anticipated at the time the Engagement Letter was executed and the Fee Cap was established. We have managed our staffing and workflow as efficiently as possible and will continue to do so, but it is our professional judgment that the remaining work required to bring the transaction to a successful close will, in all likelihood, cause the Firm's total fees to exceed the existing Fee Cap.

4. Proposed Fee Cap Modification

In light of the foregoing, we respectfully propose that the Fee Cap be increased from $650,000 to $850,000, representing an increase of $200,000 (the "Proposed Fee Cap Increase"). As with the existing Fee Cap, the revised cap would be exclusive of disbursements and third-party costs.

The Proposed Fee Cap Increase would provide adequate headroom for the completion of the following remaining workstreams:

(a) Security Document Markups and Negotiation. Completion of the review, markup, and negotiation of the full security document package, including the first-priority ship mortgages on each of the 18 Mortgaged Vessels, share pledge agreements for each of the three subsidiary guarantors, assignments of earnings, and assignments of insurances.

(b) Multi-Jurisdictional Guarantor Authorization Work. Finalization of corporate authorization analyses for each guarantor, coordination with local counsel in Cyprus and the marshall Islands, and preparation and review of resolutions, officer's certificates, and other authorization documentation required for closing.

(c) Closing Preparation. Preparation and management of the comprehensive closing checklist, drafting and negotiation of the funds flow memorandum, and satisfaction and documentation of all conditions precedent to closing set forth in the Credit Agreement, including delivery of all ancillary closing deliverables (notices, officer's certificates, good standing certificates, process agent appointments, and similar items).

(d) Legal Opinions. Preparation of the New York law enforceability opinion to be delivered by C&H at closing, and coordination with Pavlopoulos & Drakos Law Firm on the Greek law opinion to be delivered on behalf of TSL and its Greek-organized subsidiaries, including review and negotiation of opinion assumptions, qualifications, and limitations.

All other terms and conditions of the Engagement Letter would remain in full force and effect without modification, including the rate structure set forth in Section 4 thereof, the retainer provisions set forth in Section 5 thereof, the billing procedures set forth in Section 6 thereof, the limitation of liability provisions set forth in Section 9 thereof, and the choice of New York law as the governing law set forth in Section 12 thereof.

5. Alternative — Time-Based Monitoring Without Formal Amendment

We recognize that TSL may prefer not to formally amend the Fee Cap at this time. In the event that the Company would rather maintain the existing arrangement, we would propose, as an alternative, that we proceed under the existing $650,000 Fee Cap, with the following undertakings by the Firm:

(a) C&H will provide regular billing updates to you and to Dimitrios Pantazis on a bi-weekly basis (or at such other frequency as you may request) so that you have real-time visibility into fee accumulation relative to the existing Fee Cap.

(b) C&H will seek express authorization from you before taking any action that would cause cumulative fees to exceed the existing $650,000 Fee Cap. In no event will the Firm knowingly exceed the Fee Cap without prior written consent from TSL.

(c) C&H will continue to manage staffing efficiently, with Sophie Tremblay and Daniel Obi serving as the day-to-day attorneys on the matter, and with partner oversight provided by me and Stephanie Okafor. We will minimize duplicative work, leverage existing precedent and work product, and ensure that work is performed at the most cost-effective timekeeper level consistent with quality and the complexity of the issues involved.

We believe the engagement team is well-positioned to control costs while maintaining the quality of representation that TSL expects and deserves. That said, we want to be transparent with you about the risk that the existing Fee Cap may not be sufficient to cover all remaining professional fees through closing, given the factors described in Section 3 above.

We would welcome the opportunity to discuss this matter with you at your earliest convenience so that we may determine the approach that best serves the Company's interests. I am available by telephone or videoconference at any time that is convenient for you, and Sophie Tremblay is likewise available to discuss any questions regarding specific workstreams or billing detail.

6. Anticipated Remaining Timeline

Notwithstanding the increased complexity described above, the transaction remains on track for a targeted closing in Q2/Q3 2023. The principal remaining milestones are as follows:

• Delivery and completion of security document markups (ship mortgages, share pledges, assignments of earnings, assignments of insurances);

• Finalization of a near-final credit agreement reflecting resolution of all open negotiation points;

• Receipt of formal vessel appraisals from Seastone Maritime Advisors Ltd. (expected July 2023);

• Receipt of syndication commitment confirmations from Nordkapp Maritime Finance AG, Clearwater Commercial Lending LLC, and Eastbourne Capital Partners LLP;

• Completion and distribution of the comprehensive closing checklist; and

• Signing and closing of the Facility.

The proposed maturity of the Facility is five (5) years from the date of closing, resulting in an anticipated maturity date in approximately mid-2028. We understand from our discussions with WJA and Meridian Atlantic that all parties remain committed to the current timeline, and we will continue to work diligently to bring the transaction to closing on schedule.

7. Requested Action

If TSL agrees to the Proposed Fee Cap Increase described in Section 4 above, we would ask that you countersign a copy of this letter in the space provided below and return it to us at your earliest convenience. This letter, once countersigned by TSL, would constitute a binding amendment to the Engagement Letter dated March 10, 2023, modifying the Fee Cap set forth therein from $650,000 to $850,000 (exclusive of disbursements), with all other terms and conditions of the Engagement Letter remaining unchanged and in full force and effect.

If you would prefer to proceed under the alternative arrangement described in Section 5, no countersignature is necessary; please simply confirm your preference by return email or telephone, and we will implement the bi-weekly billing update protocol immediately.

CALDERWOOD & HARKNESS LLP

By: ________

Name: Ian Blackwood

Title: Partner, Banking & Finance

Date: June 12, 2023

ACKNOWLEDGED AND AGREED:

THALASSA SHIPPING & LOGISTICS SA

By: ________

Name: Aris Komnenidis

Title: General Counsel

Date: ________

Note: This letter was not countersigned by TSL.

8. Closing

Aris, I want to express my sincere appreciation — and that of the entire C&H team — for the opportunity to continue working with you, Elena, Dimitrios, and the broader TSL organization on this important transaction. The Thalassa relationship is one that we value highly, and we are committed to delivering the highest quality of legal service as we work together to bring this refinancing to a successful close.

Please do not hesitate to reach out to me or to Sophie Tremblay at any time if you have questions or would like to discuss any aspect of this letter or the engagement more generally.

My direct contact information is as follows:

Ian Blackwood Direct Dial: (212) 558-4127 Mobile: (917) 443-8816

Email: iblackwood@calderwoodharkness.com

Sophie Tremblay Direct Dial: (212) 558-4293 Mobile: (646) 512-0774

Email: stremblay@calderwoodharkness.com

Very truly yours,

CALDERWOOD & HARKNESS LLP

Ian Blackwood Partner, Banking & Finance

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

Timekeeper Category	Standard Hourly Rate
Partners	$1,350 / hour
Senior Associates	$950 / hour
Associates	$750 / hour
Lender	Commitment
Meridian Atlantic Bank, N.A.	$45,000,000
Nordkapp Maritime Finance AG	$40,000,000
Clearwater Commercial Lending LLC	$35,000,000
Eastbourne Capital Partners LLP	$30,000,000
Total	$150,000,000

PRIVILEGED & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP 425 Park Avenue New York, NY 10022
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
Ian Blackwood Direct Dial: (212) 558-4127 iblackwood@calderwoodharkness.com
June 12, 2023
Via Email and Hard Copy
Mr. Aris Komnenidis General Counsel Thalassa Shipping & Logistics SA 14 Akti Miaouli Piraeus 185 35 Greece
Re: Engagement Letter dated March 10, 2023 — Proposed Modification Matter No. 1044-00002 $150,000,000 Senior Secured Revolving Credit Facility Refinancing
Dear Aris,
1. Reference to Existing Engagement Letter
I am writing in connection with the engagement letter dated March 10, 2023 (the "Engagement Letter") between Calderwood & Harkness LLP ("C&H" or the "Firm") and Thalassa Shipping & Logistics SA ("TSL" or the "Company"), pursuant to which C&H was retained to represent TSL in its capacity as Borrower in connection with the negotiation, documentation, and closing of a $150,000,000 senior secured revolving credit facility (the "Facility") with Meridian Atlantic Bank, National Association ("Meridian Atlantic"), acting as Sole Lead Arranger, Sole Bookrunner, and Administrative Agent.
As you are aware, the purpose of the Facility is twofold: (i) to refinance the Company's existing $125,000,000 revolving credit facility with Harborstone National Bank (as documented under that certain Credit Agreement dated November 15, 2018, as amended by the First Amendment thereto dated June 30, 2020 and the Second Amendment thereto dated March 1, 2022, the "Existing Credit Agreement"), which matures on November 15, 2023; and (ii) to provide an incremental $25,000,000 of borrowing capacity to be used for general corporate purposes and working capital needs of the Company and its subsidiaries.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Engagement Letter. This letter relates to Matter No. 1044-00002 on the Firm's internal records.
The purpose of this letter is to apprise you of developments affecting the scope and complexity of our engagement since the Engagement Letter was executed, to provide a transparent update on current billing status, and to propose a modification to the fee cap established in the Engagement Letter in light of those developments.
2. Current Fee Cap and Billing Status
As set forth in Section 4 of the Engagement Letter, the parties agreed to a fee cap of Six Hundred Fifty Thousand Dollars ($650,000), exclusive of disbursements and third-party costs, for the legal services to be rendered by C&H in connection with the Facility (the "Fee Cap"). Disbursements — including filing fees, overnight courier charges, travel expenses, and third-party search and diligence costs — are billed separately and are not subject to the Fee Cap.
The agreed rate structure set forth in the Engagement Letter is as follows:
These rates are subject to periodic review in accordance with the Firm's standard billing practices, although no rate adjustments have been made during the current engagement period.
The Firm received a retainer in the amount of $75,000 from TSL on March 15, 2023, which is being held in our escrow account and will be applied against the final invoice upon completion of the engagement, as contemplated by Section 5 of the Engagement Letter.
As of the date of this letter, the Firm has billed approximately $285,000 in professional fees for services rendered through the current period. This figure reflects the substantial work product generated to date across all workstreams, including credit agreement review and markup, initial diligence on the collateral package, and corporate authorization analysis for the Borrower and its subsidiaries. The current engagement team consists of the following attorneys:
•  Ian Blackwood — Responsible Partner
•  Stephanie Okafor — Billing Partner
•  Sophie Tremblay — Lead Associate (Senior Associate)
•  Daniel Obi — Working Associate
The billing to date represents approximately 43.8% of the existing Fee Cap. As described in more detail below, the remaining scope of work to be performed through closing is materially greater than what was originally anticipated at the time the Engagement Letter was executed, and we believe it is important to have a candid discussion with you about the adequacy of the existing Fee Cap in light of these developments.
3. Increased Scope and Complexity — Rationale for Fee Cap Modification
Since the commencement of the engagement, several factors have contributed to a significant and unanticipated increase in the documentary complexity and overall scope of the representation. I want to walk you through each of these factors in some detail so that you have full visibility into the basis for our request.
(a) Security Document Package — 18 Mortgaged Vessels
The collateral package for the Facility, as required by Meridian Atlantic and the syndicate lenders, contemplates first-priority ship mortgages on eighteen (18) designated vessels (the "Mortgaged Vessels") drawn from TSL's total fleet of forty (40) vessels, which comprises twenty-eight (28) dry bulk carriers and twelve (12) tankers. The aggregate appraised value of the Mortgaged Vessels is approximately $780,000,000, based on preliminary indications received from Seastone Maritime Advisors Ltd. ("Seastone"), the independent maritime valuation firm retained for this purpose. Formal appraisals from Seastone are expected to be delivered in July 2023 and will serve as the basis for the initial collateral coverage ratio calculation under the credit agreement.
The security documents being circulated by Whitmore, Jennings & Alcott LLP ("WJA"), counsel to the Lenders, are expected to be delivered on or about June 16, 2023. WJA's team on this matter is led by Harrison Caldwell (Partner) and Priya Subramanian (Senior Associate). Based on our preliminary discussions with WJA and a review of the term sheet collateral requirements, the ship mortgage forms will require vessel-by-vessel customization to address the following considerations:
(i) Flag State Registration Requirements. Each Mortgaged Vessel's flag state imposes specific requirements with respect to the form, execution, notarization, and recording of ship mortgages. The Mortgaged Vessels are flagged across multiple jurisdictions, and the registration requirements are not uniform. Compliance with flag state formalities is critical to ensure the perfection and priority of Meridian Atlantic's security interest in each vessel.
(ii) Insurance Assignment Provisions. Each mortgage must incorporate comprehensive insurance assignment provisions covering hull and machinery insurance, protection and indemnity ("P&I") coverage, and war risk insurance. These assignments must be coordinated with Trident Marine Insurance Brokers Ltd. ("Trident"), TSL's insurance broker, to ensure consistency with the terms of the underlying policies and to address any requirements imposed by the relevant P&I clubs. The lenders' loss payee and additional insured endorsements must be negotiated on a policy-by-policy basis.
(iii) Earnings Account Assignments. Assignments of earnings for each Mortgaged Vessel — including charter hire, freight revenue, and demurrage — must be documented and perfected in accordance with applicable law. The structure of TSL's chartering arrangements, which include a mix of time charters, voyage charters, and contracts of affreightment, adds further complexity to the earnings assignment documentation.
At the time the Fee Cap was established, the original expectation — based on the term sheet then in circulation — was that the collateral package would encompass approximately ten to twelve vessels with a more standardized mortgage form. The expansion to eighteen vessels, coupled with the level of vessel-specific customization required by WJA and Meridian Atlantic, represents a material increase in documentary volume and associated attorney time that was not fully anticipated when the Fee Cap was set.
(b) Multi-Jurisdictional Guarantor Analysis
The Facility documentation requires guarantees from three subsidiary guarantors of TSL, each organized under the laws of a different jurisdiction:
(i) Thalassa Dry Bulk Holdings Ltd. — a private limited company organized under the laws of the Republic of Cyprus;
(ii) Thalassa Tanker Operations Ltd. — a private limited company organized under the laws of the Republic of the marshall Islands; and
(iii) Thalassa Logistics International Ltd. — a private limited company organized under the laws of the Republic of Cyprus.
Each guarantor requires a separate and jurisdiction-specific analysis of corporate authorization, legal capacity to guarantee the obligations of its parent, and any limitations on the enforceability of upstream or cross-stream guarantees under applicable law. In addition, the lenders have required share pledge agreements with respect to each guarantor's equity interests, which must address:
•  Jurisdiction-specific perfection requirements (including, as applicable, registration with the relevant corporate registry, physical delivery of share certificates, endorsement in blank or to a designated pledgee, and notation on the share register);
•  Remedies available to the Collateral Agent upon the occurrence and during the continuance of an Event of Default, including the right to foreclose on and dispose of the pledged shares, exercise voting rights, and receive dividends; and
•  Voting rights and dividend entitlements during the continuance of a Default or Event of Default, including the circumstances under which the Collateral Agent may exercise proxy voting authority.
This work requires coordination with Pavlopoulos & Drakos Law Firm in Athens (specifically Theodoros Pavlopoulos, Senior Partner), who serves as Greek local counsel for TSL on corporate and maritime law matters. We also anticipate the need to engage and coordinate with local counsel in Cyprus and the Republic of the marshall Islands to provide capacity opinions and confirm perfection requirements for the share pledges in those jurisdictions. The engagement and supervision of multiple local counsel firms across three jurisdictions adds a layer of coordination complexity and associated time commitment that was not fully contemplated at the outset of the engagement.
(c) Collateral Agent / Security Trustee Structure
The Facility will employ a separate collateral agent and security trustee structure. Pinnacle Trust & Agency Services Inc. ("Pinnacle"), headquartered at One Liberty Plaza, 44th Floor, New York, NY 10006, has been designated to serve as Collateral Agent and Security Trustee for the benefit of the secured parties. The appointment of a dedicated collateral agent — as distinct from the Administrative Agent function performed by Meridian Atlantic — introduces additional documentary requirements, including negotiation of the collateral agency agreement, collateral trust agreement, and related intercreditor mechanics.
The intercreditor arrangements are further complicated by the syndicate structure. The $150,000,000 Facility commitment is allocated among four syndicate lenders as follows:
The intercreditor mechanics — including provisions governing the exercise of remedies, voting thresholds for directing the Collateral Agent, pro rata sharing of collateral proceeds, and the subordination of individual lender enforcement rights to collective action through the Collateral Agent — require careful drafting and negotiation. Each syndicate lender has its own internal requirements and has retained its own counsel for review of the intercreditor provisions, which has added to the number of parties involved in the negotiation process and the resulting volume of comments and counter-drafts.
(d) Extended Credit Agreement Negotiations
The credit agreement negotiations have proceeded through multiple rounds of drafting and markup, reflecting the complexity of the transaction and the number of open commercial and legal issues. The drafting timeline to date is as follows:
•  April 5, 2023: WJA circulated the first draft of the Credit Agreement (the "Initial Draft").
•  April 14, 2023: C&H delivered its first markup of the Credit Agreement to WJA and Meridian Atlantic, containing 847 comments across approximately 210 pages of marked text. The markup addressed, among other things, the representations and warranties, affirmative and negative covenants, events of default, financial covenant definitions, collateral and guarantee provisions, and borrowing mechanics.
•  April 28, 2023: WJA circulated its second draft of the Credit Agreement, accepting a number of C&H's comments and proposing counter-positions on others.
•  May 8, 2023: C&H delivered its second markup, reflecting 312 open comments and focusing on the key contested areas described below.
•  May 15, 2023: An issues list identifying 28 open negotiation points was circulated to the parties by WJA to facilitate resolution at the principal level.
•  June 2, 2023: WJA circulated its third draft of the Credit Agreement, reflecting progress on a number of the open items but leaving several key commercial points unresolved.
•  June 9, 2023: C&H's third markup was due and has been delivered (or is in the process of final delivery as of the date of this letter).
The key contested areas that have required — and will continue to require — significant analytical and drafting effort include:
(i) SOFR Fallback Mechanics. The benchmark transition provisions and SOFR fallback language, including the selection of a replacement benchmark upon a Benchmark Transition Event, the applicable credit spread adjustment, and the Administrative Agent's discretion in implementing benchmark replacement conforming changes.
(ii) Mandatory Prepayment Waterfall. The application of mandatory prepayment proceeds derived from asset dispositions (including vessel sales), casualty and condemnation events, and excess cash flow sweeps, including the priority of application among the syndicate lenders and the interplay with voluntary prepayment provisions.
(iii) Material Adverse Change ("MAC") Definition. The scope and carve-outs applicable to the MAC definition as used in the representations and warranties, the conditions precedent to borrowing, and the events of default.
(iv) Change of Control Trigger. The definition of "Change of Control" and the consequences thereof, including mandatory prepayment obligations, with particular attention to the treatment of transfers among members of the Komnenidis family and family-controlled entities.
(v) Vessel Sale Proceeds Application. The mechanics governing the application of net cash proceeds from the sale or other disposition of Mortgaged Vessels, including the reinvestment exception and the timeline for reinvestment.
(vi) Restricted Payments Basket. The capacity for dividends and other restricted payments, including the builder baskets, available amount baskets, and the interplay between restricted payment capacity and the financial covenant package.
(vii) Financial Covenants. The credit agreement includes a comprehensive financial covenant package consisting of:
•  Maximum Consolidated Net Leverage Ratio of 4.50:1.00 for the first two fiscal years following closing, stepping down to 4.00:1.00 beginning in Year 3;
•  Minimum Interest Coverage Ratio of 3.00:1.00 at all times;
•  Minimum Liquidity (unrestricted cash and cash equivalents plus undrawn availability under the Facility) of $30,000,000 at all times; and
•  Maximum Capital Expenditures of $80,000,000 per fiscal year.
(viii) Minimum Collateral Coverage Ratio. The requirement to maintain a minimum collateral coverage ratio of 140%, calculated as the aggregate fair market value of the Mortgaged Vessels (as determined by approved appraisers on at least an annual basis) to total outstanding commitments.
These issues have been the subject of multiple negotiation calls and exchanges, including a substantive negotiation call held on May 22, 2023 regarding the financial covenant package and collateral coverage terms, which required significant preparation time by the C&H team, including the development of detailed negotiation memoranda and alternative covenant proposals for TSL's consideration.
Taken together, the factors described in Sections 3(a) through 3(d) above represent a meaningful increase in the scope and complexity of the engagement beyond what was reasonably anticipated at the time the Engagement Letter was executed and the Fee Cap was established. We have managed our staffing and workflow as efficiently as possible and will continue to do so, but it is our professional judgment that the remaining work required to bring the transaction to a successful close will, in all likelihood, cause the Firm's total fees to exceed the existing Fee Cap.
4. Proposed Fee Cap Modification
In light of the foregoing, we respectfully propose that the Fee Cap be increased from $650,000 to $850,000, representing an increase of $200,000 (the "Proposed Fee Cap Increase"). As with the existing Fee Cap, the revised cap would be exclusive of disbursements and third-party costs.
The Proposed Fee Cap Increase would provide adequate headroom for the completion of the following remaining workstreams:
(a) Security Document Markups and Negotiation. Completion of the review, markup, and negotiation of the full security document package, including the first-priority ship mortgages on each of the 18 Mortgaged Vessels, share pledge agreements for each of the three subsidiary guarantors, assignments of earnings, and assignments of insurances.
(b) Multi-Jurisdictional Guarantor Authorization Work. Finalization of corporate authorization analyses for each guarantor, coordination with local counsel in Cyprus and the marshall Islands, and preparation and review of resolutions, officer's certificates, and other authorization documentation required for closing.
(c) Closing Preparation. Preparation and management of the comprehensive closing checklist, drafting and negotiation of the funds flow memorandum, and satisfaction and documentation of all conditions precedent to closing set forth in the Credit Agreement, including delivery of all ancillary closing deliverables (notices, officer's certificates, good standing certificates, process agent appointments, and similar items).
(d) Legal Opinions. Preparation of the New York law enforceability opinion to be delivered by C&H at closing, and coordination with Pavlopoulos & Drakos Law Firm on the Greek law opinion to be delivered on behalf of TSL and its Greek-organized subsidiaries, including review and negotiation of opinion assumptions, qualifications, and limitations.
All other terms and conditions of the Engagement Letter would remain in full force and effect without modification, including the rate structure set forth in Section 4 thereof, the retainer provisions set forth in Section 5 thereof, the billing procedures set forth in Section 6 thereof, the limitation of liability provisions set forth in Section 9 thereof, and the choice of New York law as the governing law set forth in Section 12 thereof.
5. Alternative — Time-Based Monitoring Without Formal Amendment
We recognize that TSL may prefer not to formally amend the Fee Cap at this time. In the event that the Company would rather maintain the existing arrangement, we would propose, as an alternative, that we proceed under the existing $650,000 Fee Cap, with the following undertakings by the Firm:
(a) C&H will provide regular billing updates to you and to Dimitrios Pantazis on a bi-weekly basis (or at such other frequency as you may request) so that you have real-time visibility into fee accumulation relative to the existing Fee Cap.
(b) C&H will seek express authorization from you before taking any action that would cause cumulative fees to exceed the existing $650,000 Fee Cap. In no event will the Firm knowingly exceed the Fee Cap without prior written consent from TSL.
(c) C&H will continue to manage staffing efficiently, with Sophie Tremblay and Daniel Obi serving as the day-to-day attorneys on the matter, and with partner oversight provided by me and Stephanie Okafor. We will minimize duplicative work, leverage existing precedent and work product, and ensure that work is performed at the most cost-effective timekeeper level consistent with quality and the complexity of the issues involved.
We believe the engagement team is well-positioned to control costs while maintaining the quality of representation that TSL expects and deserves. That said, we want to be transparent with you about the risk that the existing Fee Cap may not be sufficient to cover all remaining professional fees through closing, given the factors described in Section 3 above.
We would welcome the opportunity to discuss this matter with you at your earliest convenience so that we may determine the approach that best serves the Company's interests. I am available by telephone or videoconference at any time that is convenient for you, and Sophie Tremblay is likewise available to discuss any questions regarding specific workstreams or billing detail.
6. Anticipated Remaining Timeline
Notwithstanding the increased complexity described above, the transaction remains on track for a targeted closing in Q2/Q3 2023. The principal remaining milestones are as follows:
•  Delivery and completion of security document markups (ship mortgages, share pledges, assignments of earnings, assignments of insurances);
•  Finalization of a near-final credit agreement reflecting resolution of all open negotiation points;
•  Receipt of formal vessel appraisals from Seastone Maritime Advisors Ltd. (expected July 2023);
•  Receipt of syndication commitment confirmations from Nordkapp Maritime Finance AG, Clearwater Commercial Lending LLC, and Eastbourne Capital Partners LLP;
•  Completion and distribution of the comprehensive closing checklist; and
•  Signing and closing of the Facility.
The proposed maturity of the Facility is five (5) years from the date of closing, resulting in an anticipated maturity date in approximately mid-2028. We understand from our discussions with WJA and Meridian Atlantic that all parties remain committed to the current timeline, and we will continue to work diligently to bring the transaction to closing on schedule.
7. Requested Action
If TSL agrees to the Proposed Fee Cap Increase described in Section 4 above, we would ask that you countersign a copy of this letter in the space provided below and return it to us at your earliest convenience. This letter, once countersigned by TSL, would constitute a binding amendment to the Engagement Letter dated March 10, 2023, modifying the Fee Cap set forth therein from $650,000 to $850,000 (exclusive of disbursements), with all other terms and conditions of the Engagement Letter remaining unchanged and in full force and effect.
If you would prefer to proceed under the alternative arrangement described in Section 5, no countersignature is necessary; please simply confirm your preference by return email or telephone, and we will implement the bi-weekly billing update protocol immediately.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Ian Blackwood
Title: Partner, Banking & Finance
Date: June 12, 2023
ACKNOWLEDGED AND AGREED:
THALASSA SHIPPING & LOGISTICS SA
By: ________
Name: Aris Komnenidis
Title: General Counsel
Date: ________
Note: This letter was not countersigned by TSL.
8. Closing
Aris, I want to express my sincere appreciation — and that of the entire C&H team — for the opportunity to continue working with you, Elena, Dimitrios, and the broader TSL organization on this important transaction. The Thalassa relationship is one that we value highly, and we are committed to delivering the highest quality of legal service as we work together to bring this refinancing to a successful close.
Please do not hesitate to reach out to me or to Sophie Tremblay at any time if you have questions or would like to discuss any aspect of this letter or the engagement more generally.
My direct contact information is as follows:
Ian Blackwood Direct Dial: (212) 558-4127 Mobile: (917) 443-8816
Email: iblackwood@calderwoodharkness.com
Sophie Tremblay Direct Dial: (212) 558-4293 Mobile: (646) 512-0774
Email: stremblay@calderwoodharkness.com
Very truly yours,
CALDERWOOD & HARKNESS LLP
Ian Blackwood Partner, Banking & Finance
cc: Elena Vassiliou, Chief Executive Officer, Thalassa Shipping & Logistics SA Dimitrios Pantazis, Chief Financial Officer, Thalassa Shipping & Logistics SA Stephanie Okafor, Partner (Billing Partner), Calderwood & Harkness LLP Sophie Tremblay, Senior Associate (Lead Associate), Calderwood & Harkness LLP
Timekeeper Category | Standard Hourly Rate
Partners | $1,350 / hour
Senior Associates | $950 / hour
Associates | $750 / hour
Lender | Commitment
Meridian Atlantic Bank, N.A. | $45,000,000
Nordkapp Maritime Finance AG | $40,000,000
Clearwater Commercial Lending LLC | $35,000,000
Eastbourne Capital Partners LLP | $30,000,000
Total | $150,000,000

PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

THALASSA SHIPPING & LOGISTICS SA

CALDERWOOD & HARKNESS LLP

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