1044-00003 · Client 1044 · documents

engagement-letter-tsl-tai.docx DOCUMENT Finance & Banking

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP Counsellors at Law 780 Third Avenue New York, NY 10017 Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com

October 25, 2022

Mr. Georgios Andreadis Chief Executive Officer Thalassa Shipping & Logistics Société Anonyme 42 Akti Miaouli Piraeus 18538, Greece

Mr. Marcus Hale President Thalassa Americas Inc. 1400 McKinney Street, Suite 2200 Houston, TX 77010

Re: Engagement of Calderwood & Harkness LLP by Thalassa Shipping & Logistics Société Anonyme and Thalassa Americas Inc. Matter Number: 1044-00003

Dear Mr. Andreadis and Mr. Hale:

We are pleased to set forth in this letter the terms and conditions under which Calderwood & Harkness LLP ("C&H" or the "Firm") has been retained to represent Thalassa Shipping & Logistics Société Anonyme and Thalassa Americas Inc. in connection with the matters described herein. We ask that you review this letter carefully and, if the terms are acceptable, execute and return the enclosed duplicate original to the attention of Nathaniel Bower at the address above.

1. Introduction and Identification of Clients

The purpose of this engagement letter is to confirm the terms on which Calderwood & Harkness LLP has been retained to represent both (a) Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic ("TSL"), and (b) Thalassa Americas Inc., a corporation organized under the laws of the State of Delaware and a wholly-owned subsidiary of TSL ("TAI," and together with TSL, collectively, the "Clients"). This engagement letter supplements and formalizes the understandings reached during our initial discussions with Mr. Andreadis, Mr. Hale, and Ms. Irini Dalakoura, Chief Financial Officer of TSL, during the week of October 17, 2022, at our offices in New York and via videoconference.

By way of background, TSL is a Greek-headquartered shipping and logistics conglomerate founded in 1987 by the Kostandinos family. TSL operates a fleet of approximately fifty (50) vessels, consisting of thirty-eight (38) dry-bulk carriers and twelve (12) container vessels, and employs approximately 4,200 persons globally, of whom approximately 680 are based in the United States. TAI conducts TSL's U.S.-side operations, including Houston terminal operations, foreign-flag vessel scheduling for U.S. port calls, and domestic freight brokerage activities.

As you have discussed with us, TSL and TAI are presently confronting significant liquidity challenges. On September 15, 2022, TSL breached the Minimum Liquidity Covenant set forth in its $685 million Senior Secured Credit Facility. Following that breach, TSL entered into a Forbearance Agreement, executed on October 10, 2022, with the lender syndicate led by Nordbank International AG in its capacity as Administrative Agent. The Forbearance Agreement, as we understand it, provides a limited standstill period during which the parties have agreed to engage in good-faith negotiations regarding a potential restructuring of TSL's indebtedness.

It is in this context that the Firm has been retained to advise the Clients on the matters set forth more fully in Section 2 below. We confirm that this is a joint engagement of both TSL and TAI, and the terms of this engagement letter apply equally to each Client. The implications of this joint representation, including the potential for divergent interests between TSL and TAI, are discussed in greater detail in Sections 8 and 9 below.

2. Scope of Engagement

Calderwood & Harkness LLP is engaged to provide legal services to the Clients in connection with the following four principal workstreams. Each workstream is described in detail below. Except as otherwise agreed in writing, the Firm's representation is limited to the matters described in this Section 2 and is subject to the limitations set forth in Section 13.

2(a). Chapter 11 Contingency Planning for TAI

The Firm is engaged to prepare a comprehensive Chapter 11 contingency plan for Thalassa Americas Inc. While it is the Clients' expressed preference to pursue an out-of-court resolution, the Clients recognize the importance of being fully prepared for a Chapter 11 filing should out-of-court negotiations prove unsuccessful or should developments require a prompt filing to protect TAI's assets and business operations. This workstream includes, without limitation, the following activities:

(i) Eligibility Analysis. Analysis of TAI's eligibility to be a debtor under Section 109 of Title 11 of the United States Code (the "Bankruptcy Code"), including confirmation that TAI satisfies the jurisdictional and domiciliary requirements thereunder.

(ii) Venue Selection. Analysis and recommendation with respect to the appropriate venue for a Chapter 11 filing. Based on TAI's principal office location at 1400 McKinney Street, Houston, Texas, the proposed venue is the United States Bankruptcy Court for the Southern District of Texas, Houston Division. The Firm will analyze venue considerations, including local rules, judicial assignment procedures, and any strategic considerations relevant to the choice of forum.

(iii) First-Day Motions and Declarations. Preparation of standby first-day declarations and motions, including motions for authority to use cash collateral or obtain debtor-in-possession financing, motions for authority to pay pre-petition claims of critical vendors, motions for authority to continue cash management systems and intercompany transactions, motions for authority to pay employee wages and benefits, and such other relief as is customarily sought on or promptly after the commencement of a Chapter 11 case.

(iv) Standby Petition and Related Pleadings. Drafting of a standby voluntary petition under Chapter 11 of the Bankruptcy Code, together with all required schedules, statements, and lists, and all first-day pleadings in substantially final form, so as to permit a filing on an expedited basis if circumstances require.

(v) DIP Financing. Analysis of debtor-in-possession financing proposals, including review and negotiation of proposed DIP credit facility term sheets and definitive documentation, and preparation of the related motions for interim and final approval by the Bankruptcy Court.

(vi) Chief Restructuring Officer. Engagement with potential Chief Restructuring Officer ("CRO") providers, including evaluation of candidates, review of proposed CRO engagement terms, and preparation of any required retention applications for Bankruptcy Court approval.

(vii) Executory Contracts and Unexpired Leases. Analysis of TAI's executory contracts and unexpired leases under Section 365 of the Bankruptcy Code, including identification of contracts subject to assumption, assumption and assignment, or rejection, and analysis of cure obligations and the treatment of anti-assignment provisions.

(viii) Preference and Fraudulent Transfer Exposure. Analysis of potential preference exposure under Section 547 of the Bankruptcy Code and fraudulent transfer exposure under Section 548 of the Bankruptcy Code and applicable state law (including the Texas Uniform Fraudulent Transfer Act), including identification and quantification of potentially avoidable transfers and development of strategies to mitigate exposure.

(ix) Intercompany Claims and Substantive Consolidation. Assessment of intercompany claims between TSL and TAI, including the $76.4 million subordinated intercompany note, and analysis of the risk and implications of substantive consolidation of the estates of TAI and TSL or other affiliated entities.

(x) Critical Vendor and Administrative Claims. Analysis of critical vendor issues and Section 503(b)(9) administrative expense claims arising from the delivery of goods within the twenty (20) days prior to the commencement of a Chapter 11 case.

(xi) Fiduciary Duty Analysis. Analysis of the fiduciary duties of TAI's directors and officers in the zone of insolvency, including under applicable Delaware law, and advice regarding the discharge of such duties in connection with restructuring alternatives.

(xii) Maritime Lien and Ship Mortgage Act Considerations. Analysis of the intersection of maritime liens, the Ship Mortgage Act (46 U.S.C. Chapter 313), and the Bankruptcy Code, including the treatment of maritime liens in bankruptcy, the applicability of the automatic stay to in rem admiralty proceedings, and the priority of maritime liens vis-à-vis other secured claims.

2(b). Out-of-Court Restructuring Advisory

The Firm is engaged to advise and represent the Clients in the negotiation and documentation of an out-of-court restructuring of TSL's indebtedness and capital structure. This workstream contemplates negotiations with TSL's principal creditor constituencies, including:

(i) The senior secured lender syndicate under the $685 million Senior Secured Credit Facility, consisting of Nordbank International AG (in its capacity as Administrative Agent and Collateral Agent), together with Aegean Capital Bank SA, Harborstone Bank plc, Pacifica Trade Finance Corp., Continental Maritime Lending GmbH, Triton Credit Partners LP, Laurentian Shipping Fund II, Caspian Asset Management Ltd., and Pelagos Institutional Credit Fund;

(ii) Dralvecen Mezzanine Capital LLC ("BMC"), the holder of $112.3 million in aggregate principal amount of mezzanine notes secured by a second-priority lien on certain of TSL's assets;

(iii) The holders of TSL's $50 million aggregate principal amount of 8.25% Senior Unsecured Notes due 2025, issued pursuant to an indenture dated as of March 15, 2020, with Garrison Trust Company serving as indenture trustee (the "Unsecured Notes"); and

(iv) Trade creditors of TSL and TAI.

The Firm's services under this workstream will include the drafting and negotiation of a Restructuring Support Agreement ("RSA") and all ancillary transaction documentation, including, without limitation, amendments to the Senior Secured Credit Facility (including amendments to the related credit agreement, security documents, and guarantees), amendments to the intercreditor agreement governing the relative priorities of the senior secured lenders and BMC, note exchange documentation in connection with any proposed exchange or modification of the Unsecured Notes, equity subscription agreements in connection with any new equity investment, and modifications to the intercompany note and related intercompany arrangements between TSL and TAI.

In connection with this workstream, the Firm will coordinate closely with the Clients' financial advisor, Kensington Veltrian Partners LLC ("KHP"), and in particular with James Calloway, Managing Director at KHP, on restructuring analysis, thirteen-week cash flow models, liquidity projections, and creditor negotiations. The Firm understands that KHP has been separately retained by the Clients under a separate engagement letter and that KHP's financial advisory services are not the responsibility of the Firm.

2(c). Cross-Border Coordination

Given the international nature of TSL's operations and corporate structure, the Firm is engaged to coordinate with Vassiliou & Demetriou Law Offices, TSL's Greek counsel (Alexandros Vassiliou, Lead Partner), on the Greek law aspects of the restructuring. This workstream includes, without limitation:

(i) Coordination with Vassiliou & Demetriou on the implications of Greek insolvency law, including under Law 4738/2020 (the Greek Debt Settlement and Insolvency Code, Kodikos Dieythetynsys Ofeilon kai Parochis Defteris Efkairias), as amended, and on the availability and advisability of Greek restructuring or insolvency proceedings for TSL.

(ii) Analysis of Chapter 15 recognition issues under Sections 1501 through 1532 of the Bankruptcy Code in the event that TSL commences insolvency or restructuring proceedings in Greece, including analysis of whether such proceedings would be recognized as a "foreign main proceeding" or a "foreign nonmain proceeding" under the Bankruptcy Code.

(iii) Center of main interests ("COMI") analysis for TSL, including an assessment of the factors that a U.S. court would consider in determining TSL's COMI for purposes of Chapter 15, with particular attention to the location of TSL's registered office, the location of TSL's senior management, the location of TSL's principal assets (including vessels), and the expectations of creditors.

(iv) Coordination between any U.S. Chapter 11 proceeding for TAI and any Greek insolvency or restructuring proceeding for TSL, including analysis of cross-border protocols, communication orders, and the allocation of jurisdiction over assets and claims between the U.S. and Greek proceedings.

2(d). Tax Structuring Advice

Tax advisory services in connection with this engagement will be provided by Sylvia Hartwell, Specialist Partner in the Firm's Tax Practice Group. This workstream includes, without limitation:

(i) Cancellation-of-Debt Income Analysis. Analysis of the U.S. federal income tax consequences of any cancellation of indebtedness arising in connection with the restructuring, including the recognition of cancellation-of-debt ("COD") income under Section 61(a)(12) of the Internal Revenue Code of 1986, as amended (the "Code"), the availability of the insolvency and bankruptcy exclusions under Section 108 of the Code, and the mechanics of tax attribute reduction under Section 108(b) of the Code, including the reduction of net operating losses, capital loss carryovers, tax credits, and basis.

(ii) Cross-Border Tax Implications. Analysis of the cross-border tax implications of the restructuring alternatives under consideration, including considerations arising under the Convention Between the Government of the United States of America and the Government of the Hellenic Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (the "U.S.-Greece Tax Treaty"), withholding tax obligations on intercompany interest payments between TSL and TAI, and controlled foreign corporation ("CFC") and Subpart F income implications (Sections 951 through 965 of the Code) arising from the status of TAI as a wholly-owned U.S. subsidiary of TSL.

(iii) Transaction-Specific Tax Issues. Analysis of the U.S. federal income tax treatment of amendment fees, paid-in-kind ("PIK") interest capitalization, and original issue discount ("OID") implications arising under Treasury Regulation Section 1.1001-3 in connection with any modification or exchange of debt instruments as part of the restructuring.

3. Engagement Team

The following attorneys will serve as the primary engagement team for this matter:

Nathaniel Bower will serve as the Responsible Partner for this engagement and will have overall supervisory responsibility for the Firm's work on this matter. Mr. Bower will serve as the Clients' primary point of contact for all substantive matters relating to the engagement, and all significant strategic decisions and material client communications will be overseen by or coordinated through Mr. Bower.

Colette Whitman will serve as the Billing Partner for this engagement and will be responsible for all billing, fee, and financial matters related to the engagement, including the review and approval of all invoices rendered to the Clients. Any questions or concerns regarding billing matters should be directed to Ms. Whitman.

Amy Chesterton, a senior associate in the Firm's Bankruptcy & Restructuring Practice Group, will serve as the Lead Associate on this engagement and will have day-to-day responsibility for coordinating and managing work across the engagement team. Nathan Ikeda, an associate in the Bankruptcy & Restructuring Practice Group, will serve as a Working Associate and will assist with legal research, drafting, and document preparation.

Sylvia Hartwell, a Specialist Partner in the Firm's Tax Practice Group, will provide tax advisory services in connection with the engagement as described in Section 2(d) above.

In addition to the attorneys identified above, other attorneys, paralegals, and support staff of the Firm may be assigned to work on this matter from time to time as the needs of the engagement require. The services of such additional personnel will be billed at the rates set forth in Section 4 below. The Clients may request changes to the team composition at any time by contacting Mr. Bower.

4. Fees and Billing Rates

The Firm's fees for services rendered in connection with this engagement will be calculated on an hourly basis at the following standard rates, which are effective for the calendar year 2022:

These rates are subject to annual adjustment, which typically becomes effective on January 1 of each year. The Clients will be notified in advance of any changes to the Firm's standard billing rates. Any rate adjustments will apply prospectively to services rendered on or after the effective date of the adjustment.

The Firm will bill the Clients monthly. Invoices will be rendered on or about the fifteenth (15th) day of each month for professional services performed and disbursements incurred during the preceding calendar month. Each invoice will include reasonable detail regarding the nature of the services rendered, the identity and billing rate of each timekeeper who performed services during the billing period, and the time expended by each such timekeeper, in increments of one-tenth (0.1) of an hour.

All invoices are payable within thirty (30) days of the date of the invoice. The Firm reserves the right to charge interest on past-due amounts at a rate of one percent (1.0%) per month, or such lesser rate as may be the maximum rate permitted by applicable law, computed from the date the invoice becomes past due until the date of payment.

5. Retainer

Upon execution of this letter, the Clients shall deposit a retainer in the amount of Five Hundred Thousand Dollars ($500,000) with the Firm. The retainer shall be deposited into the Firm's Interest on Lawyer Trust Account ("IOLTA") in accordance with applicable rules governing attorney trust accounts in the State of New York.

The retainer shall be held by the Firm as security for the payment of fees and disbursements incurred in connection with this engagement. The Firm may apply the retainer, in whole or in part, to any unpaid invoice that remains outstanding for more than thirty (30) days after the date of such invoice. In the event the Firm draws upon the retainer, the Firm will notify the Clients and may request that the Clients replenish the retainer to its original amount.

Upon the conclusion or termination of this engagement, the retainer (or any unapplied balance thereof) will be applied to the final invoice or invoices rendered in connection with the engagement. Any remaining balance after application to all outstanding fees and disbursements will be promptly returned to the Clients.

The Clients understand and acknowledge that the retainer does not constitute a cap, ceiling, or estimate of the total fees and disbursements that may be incurred in connection with this engagement. The total fees and disbursements will depend upon the scope, complexity, and duration of the matters described in Section 2 above and are not determinable at this time.

6. Disbursements and Expenses

In addition to professional fees, the Clients will be responsible for reimbursing the Firm for all reasonable out-of-pocket disbursements and expenses incurred in connection with this engagement. Disbursements and expenses that are customarily incurred in engagements of this nature include, without limitation, the following:

• Travel expenses, including airfare, hotel accommodations, meals, and ground transportation, incurred in connection with court appearances, creditor negotiations, and other travel required by the engagement;

• Filing fees and court costs, including fees for the filing of pleadings, motions, and other documents with the Bankruptcy Court or other courts;

• Document reproduction, printing, and binding costs;

• Courier and overnight delivery charges;

• Computer-assisted legal research charges, including charges for the use of Westmark Data Systems, Calderon Systems, Cascade Services Inc., and other electronic research services;

• Long-distance telephone and teleconference charges; and

• Fees of experts, consultants, and third-party vendors engaged in connection with this matter, provided that any such engagement involving anticipated fees in excess of $10,000 shall be subject to the Clients' prior approval.

All disbursements and expenses will be itemized on the Firm's monthly invoices and are payable on the same terms as professional fees.

7. Joint Engagement; Allocation of Fees

This engagement letter confirms a joint engagement by both TSL and TAI. The Clients acknowledge that both TSL and TAI are clients of the Firm in connection with the matters described in Section 2 and that the Firm owes duties of loyalty, confidentiality, and competent representation to each Client.

TSL and TAI shall be jointly and severally liable for all fees, disbursements, and other charges incurred by the Firm under this engagement. The Firm may seek payment from either or both Clients, in any proportion, for any amounts owed hereunder.

Unless otherwise agreed in writing, the Firm will direct all invoices and billing correspondence to Ms. Irini Dalakoura, Chief Financial Officer of TSL, at 42 Akti Miaouli, Piraeus 18538, Greece (email: i.dalakoura@thalassashipping.gr), with a copy to Ms. Diana Restrepo, VP Finance of TAI, at 1400 McKinney Street, Suite 2200, Houston, TX 77010 (email: d.restrepo@thalassaamericas.com).

If at any time either Client wishes to allocate fees and disbursements between TSL and TAI for internal accounting, transfer pricing, or tax purposes, the Firm will endeavor to accommodate such requests on a reasonable-efforts basis, including by maintaining time records in a manner that distinguishes, to the extent practicable, between services performed for or primarily benefiting TSL and services performed for or primarily benefiting TAI. The Clients acknowledge that certain services may benefit both Clients and that precise allocation may not always be feasible.

8. Conflicts of Interest; Waiver

The Firm has conducted a conflicts check in accordance with its standard procedures and in compliance with the New York Rules of Professional Conduct. As of the date of this letter, the Firm has identified no current representation that would create a disqualifying conflict of interest under Rule 1.7 or Rule 1.9 of the New York Rules of Professional Conduct.

The Clients acknowledge that Calderwood & Harkness LLP is a large, diversified law firm that represents numerous other clients across a wide range of industries and practice areas. Some of those clients may be involved in transactions, disputes, or other matters with or adverse to the Clients in matters that are unrelated to this engagement. The Clients consent to the Firm's continued representation of other clients in matters that are not substantially related to this engagement, provided that the Firm will not accept any new representation that is directly adverse to either Client in connection with the specific matters covered by this engagement without the prior written consent of the affected Client.

The Firm notes for the Clients' information that a separate internal Conflicts Clearance Memorandum has been prepared and reviewed by the Firm's General Counsel and Conflicts Committee in connection with this engagement. The conflicts screening was conducted against all identified parties, including:

• Nordbank International AG (Administrative Agent and Collateral Agent);

• All members of the senior secured lender syndicate: Aegean Capital Bank SA, Harborstone Bank plc, Pacifica Trade Finance Corp., Continental Maritime Lending GmbH, Triton Credit Partners LP, Laurentian Shipping Fund II, Caspian Asset Management Ltd., and Pelagos Institutional Credit Fund;

• Dralvecen Mezzanine Capital LLC;

• Garrison Trust Company (indenture trustee);

• KFO Holdings SA;

• Olympian Fuel & Supply SA; and

• All known opposing counsel, including Whitfield, Crane & Burgess LLP (counsel to the Ad Hoc Group of Senior Secured Lenders), Kellner & Foss LLP (counsel to BMC), and Ashford, Brightmoor Group & McKay PC (counsel to the informal group of unsecured noteholders).

No disqualifying conflicts were identified as a result of this screening. However, the Clients understand that the Firm may, in the ordinary course, represent one or more of the foregoing parties (or their affiliates) in matters unrelated to this engagement. The Clients' consent to the Firm's continued representation of such parties in unrelated matters is encompassed by the general waiver set forth in this Section 8.

If a conflict of interest arises during the course of this engagement, the Firm will promptly notify the Clients and, if necessary, seek appropriate waivers or take such other steps as may be consistent with the Firm's professional obligations under the applicable Rules of Professional Conduct, including, if required, withdrawal from the representation of one or both Clients as described in Section 9 below.

9. Joint Representation — Potential for Divergent Interests

The Clients acknowledge and understand that TSL (a Greek société anonyme and the parent company) and TAI (a Delaware corporation and a wholly-owned subsidiary of TSL) are separate legal entities with potentially divergent legal and economic interests. While the interests of TSL and TAI are presently aligned in seeking a consensual restructuring of TSL's indebtedness and in preparing contingency plans for a possible Chapter 11 filing by TAI, the Clients recognize that circumstances may arise in which the interests of TSL and TAI may diverge.

In particular, the Clients acknowledge the following:

(i) In a Chapter 11 filing scenario, TAI, as the debtor-in-possession, would owe fiduciary duties to its own creditors and its bankruptcy estate under applicable provisions of the Bankruptcy Code and Delaware corporate law. Those duties may differ from, and in some circumstances may conflict with, the interests of TSL as the equity holder and sole shareholder of TAI. For example, TAI as debtor-in-possession may be required to challenge, recharacterize, or subordinate the $76.4 million subordinated intercompany note owed to TSL if doing so would benefit TAI's creditors and estate.

(ii) Disputes may arise between TSL and TAI regarding the treatment of intercompany claims, the characterization of intercompany transactions, the allocation of shared costs and overhead, or the terms of any intercompany settlement.

(iii) In certain scenarios, creditors of TAI may assert claims for substantive consolidation of the estates of TAI and TSL (or other affiliated entities), which could have materially adverse consequences for TSL.

(iv) The fiduciary duties owed by TAI's directors and officers to TAI's creditors in the zone of insolvency may require those individuals to take actions or assert positions that are adverse to TSL's interests as shareholder.

The Firm has advised the Clients that should an irreconcilable conflict arise between TSL and TAI — including, without limitation, conflicts relating to the matters described in clauses (i) through (iv) above — the Firm may be required under applicable Rules of Professional Conduct to withdraw from representing one or both Clients, and one or both Clients may need to engage separate, independent counsel. The Firm will use its best efforts to identify any potential conflicts at the earliest practicable stage and to work with the Clients to resolve such conflicts, but the Firm cannot guarantee that an irreconcilable conflict will not arise.

Each Client consents to the joint representation described in this engagement letter with full knowledge and understanding of the potential risks set forth above. Each Client agrees to cooperate in identifying and resolving any potential conflicts in a timely manner, including by providing prompt notice to the Firm of any developments that may give rise to a divergence of interests between TSL and TAI.

Each Client further acknowledges and understands that communications between a Client and the Firm in connection with this joint engagement are not necessarily protected by a joint defense privilege or common interest privilege vis-à-vis the other Client. Each Client consents to the sharing of information between TSL and TAI in connection with this engagement. Accordingly, neither Client should provide information to the Firm that it wishes to keep confidential from the other Client unless it clearly identifies such information as confidential and requests that the Firm treat it on a separate and confidential basis. In such event, the Firm will consult with both Clients to determine whether the joint representation can continue on an appropriate basis.

10. Confidentiality

All information and documents provided by the Clients to the Firm in connection with this engagement, and all information and documents developed or generated by the Firm in the course of providing services hereunder, shall be treated as confidential by the Firm. The Firm shall not disclose such information or documents to any third party without the Clients' prior written consent, except in the following circumstances:

(a) As required by applicable law, regulation, rule, or court order, including but not limited to any disclosure required by the rules of a bankruptcy court in connection with retention applications, fee applications, or other filings;

(b) As reasonably necessary to carry out the Firm's representation of the Clients, including, without limitation, communications with Vassiliou & Demetriou Law Offices in connection with the cross-border coordination described in Section 2(c) above, communications with Kensington Veltrian Partners LLC in their capacity as the Clients' financial advisor, and communications with counterparties and their counsel in the course of restructuring negotiations, in each case to the extent authorized by the Clients;

(d) As permitted or required by the New York Rules of Professional Conduct, including Rule 1.6 thereof.

The Firm's obligations of confidentiality under this Section 10 shall survive the termination or conclusion of this engagement.

11. Document Retention

The Firm will maintain files relating to this engagement, including client documents, work product, correspondence, and other materials, in accordance with the Firm's standard document retention policies, as may be amended from time to time. The Firm's current policy provides for the retention of closed matter files for a period of ten (10) years following the conclusion or termination of the engagement, after which time the Firm may destroy such files without further notice to the Clients.

Upon the conclusion or termination of this engagement, the Clients may request the return of original documents provided to the Firm by the Clients. The Firm will comply with any such request within a reasonable period of time, provided that the Clients bear any costs associated with the retrieval, packaging, and shipping of such documents.

The Firm reserves the right to retain copies of all work product, correspondence, memoranda, research, pleadings, and other materials generated by the Firm in connection with this engagement in the Firm's files, regardless of whether original documents are returned to the Clients.

12. Termination

Either the Clients or the Firm may terminate this engagement at any time upon written notice to the other. In the case of the Clients, notice of termination should be directed to Nathaniel Bower at the address set forth above. In the case of the Firm, notice of termination will be directed to Mr. Andreadis and Mr. Hale at the addresses set forth in the heading of this letter.

Upon termination, the Clients shall be responsible for the payment of all fees and disbursements incurred by the Firm through the effective date of termination. The retainer described in Section 5 above will be applied to any outstanding amounts, and any remaining balance will be returned to the Clients.

The Firm's obligations of confidentiality under Section 10 and its document retention obligations under Section 11 shall survive the termination of this engagement. In the event of termination, the Firm will cooperate in the orderly transition of the matter to successor counsel selected by the Clients, including by making available the Clients' files and providing reasonable assistance to successor counsel to facilitate continuity of representation.

Notwithstanding the foregoing, the Firm's right to terminate this engagement is subject to any applicable requirements of the New York Rules of Professional Conduct and any orders of any court of competent jurisdiction. If a court filing has been made in connection with this engagement, the Firm's withdrawal may require court approval and may be subject to such conditions as the court may impose.

13. Limitation of Engagement

The Firm's representation of the Clients under this engagement letter is limited to the specific matters described in Section 2 above. The Firm is not engaged to provide advice on matters outside the scope of this engagement, including, without limitation, general corporate governance matters, employment law and labor relations, environmental compliance, regulatory matters (including U.S. Coast Guard, MARAD, or Federal Maritime Commission regulatory matters), securities law compliance, or insurance coverage matters, unless specifically agreed upon in a separate or supplemental engagement letter signed by the Firm and the Clients.

The Firm does not provide financial, accounting, or business advice. The Clients acknowledge that financial advisory services in connection with the restructuring are being provided by Kensington Veltrian Partners LLC under a separate engagement between KHP and the Clients, and that the Firm bears no responsibility for the financial advisory services provided by KHP.

The Firm does not hold itself out as qualified to practice the law of the Hellenic Republic or any other foreign jurisdiction. Advice on Greek law matters, including matters arising under Law 4738/2020 and other applicable Greek legislation, is being provided by Vassiliou & Demetriou Law Offices, with whom the Firm will coordinate as part of this engagement as described in Section 2(c). The Firm assumes no responsibility for the legal advice rendered by Vassiliou & Demetriou Law Offices or for the accuracy of any Greek law analysis provided by that firm.

14. Governing Law

This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising out of or relating to this engagement letter or the Firm's representation of the Clients hereunder shall be subject to the exclusive jurisdiction of the courts of the State of New York located in the County of New York, or the United States District Court for the Southern District of New York, and each party hereby consents to personal jurisdiction in such courts.

15. Acceptance

We ask that the Clients indicate their acceptance of the terms and conditions set forth in this engagement letter by having an authorized representative of each of TSL and TAI sign and date the enclosed duplicate original of this letter in the spaces indicated below and return the executed copy to the attention of Nathaniel Bower at the address set forth above. The retainer described in Section 5 should be remitted by wire transfer to the Firm's IOLTA account; wire transfer instructions will be provided separately.

If you have any questions regarding this engagement letter or any of its terms, please do not hesitate to contact Nathaniel Bower at (212) 506-7100 or nbower@calderwoodharkness.com.

We look forward to working with you on this important matter. We are confident that, working together with you and your other advisors, we can develop and implement a strategy that best serves the interests of both TSL and TAI.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Nathaniel Bower Partner, Bankruptcy & Restructuring Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017 Telephone: (212) 506-7100

Email: nbower@calderwoodharkness.com

Enclosure: Duplicate original for countersignature

cc: Irini Dalakoura, Chief Financial Officer, Thalassa Shipping & Logistics SA cc: Diana Restrepo, VP Finance, Thalassa Americas Inc. cc: Stavros Papageorgiou, General Counsel (Greece), Thalassa Shipping & Logistics SA cc: Colette Whitman, Calderwood & Harkness LLP cc: Amy Chesterton, Calderwood & Harkness LLP cc: Sylvia Hartwell, Calderwood & Harkness LLP

CLIENT ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned, on behalf of the entities identified below, hereby acknowledge receipt of the foregoing engagement letter dated October 25, 2022, from Calderwood & Harkness LLP, and hereby accept and agree to the terms and conditions set forth therein.

ACKNOWLEDGED AND AGREED:

THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME

By: ________

Name: Georgios Andreadis

Title: Chief Executive Officer

Date: ________

THALASSA AMERICAS INC.

By: ________

Name: Marcus Hale

Title: President

Date: ________

Name	Role	Practice Group
Nathaniel Bower	Responsible Partner	Bankruptcy & Restructuring
Colette Whitman	Billing Partner	Bankruptcy & Restructuring
Amy Chesterton	Lead Associate	Bankruptcy & Restructuring
Nathan Ikeda	Working Associate	Bankruptcy & Restructuring
Sylvia Hartwell	Specialist Partner	Tax
Timekeeper Category	Hourly Rate
Partners	$1,650
Senior Associates	$1,050
Associates	$850
Paralegals	$425

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP Counsellors at Law 780 Third Avenue New York, NY 10017 Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com
October 25, 2022
Mr. Georgios Andreadis Chief Executive Officer Thalassa Shipping & Logistics Société Anonyme 42 Akti Miaouli Piraeus 18538, Greece
Mr. Marcus Hale President Thalassa Americas Inc. 1400 McKinney Street, Suite 2200 Houston, TX 77010
Re: Engagement of Calderwood & Harkness LLP by Thalassa Shipping & Logistics Société Anonyme and Thalassa Americas Inc. Matter Number: 1044-00003
Dear Mr. Andreadis and Mr. Hale:
We are pleased to set forth in this letter the terms and conditions under which Calderwood & Harkness LLP ("C&H" or the "Firm") has been retained to represent Thalassa Shipping & Logistics Société Anonyme and Thalassa Americas Inc. in connection with the matters described herein. We ask that you review this letter carefully and, if the terms are acceptable, execute and return the enclosed duplicate original to the attention of Nathaniel Bower at the address above.
1. Introduction and Identification of Clients
The purpose of this engagement letter is to confirm the terms on which Calderwood & Harkness LLP has been retained to represent both (a) Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic ("TSL"), and (b) Thalassa Americas Inc., a corporation organized under the laws of the State of Delaware and a wholly-owned subsidiary of TSL ("TAI," and together with TSL, collectively, the "Clients"). This engagement letter supplements and formalizes the understandings reached during our initial discussions with Mr. Andreadis, Mr. Hale, and Ms. Irini Dalakoura, Chief Financial Officer of TSL, during the week of October 17, 2022, at our offices in New York and via videoconference.
By way of background, TSL is a Greek-headquartered shipping and logistics conglomerate founded in 1987 by the Kostandinos family. TSL operates a fleet of approximately fifty (50) vessels, consisting of thirty-eight (38) dry-bulk carriers and twelve (12) container vessels, and employs approximately 4,200 persons globally, of whom approximately 680 are based in the United States. TAI conducts TSL's U.S.-side operations, including Houston terminal operations, foreign-flag vessel scheduling for U.S. port calls, and domestic freight brokerage activities.
As you have discussed with us, TSL and TAI are presently confronting significant liquidity challenges. On September 15, 2022, TSL breached the Minimum Liquidity Covenant set forth in its $685 million Senior Secured Credit Facility. Following that breach, TSL entered into a Forbearance Agreement, executed on October 10, 2022, with the lender syndicate led by Nordbank International AG in its capacity as Administrative Agent. The Forbearance Agreement, as we understand it, provides a limited standstill period during which the parties have agreed to engage in good-faith negotiations regarding a potential restructuring of TSL's indebtedness.
It is in this context that the Firm has been retained to advise the Clients on the matters set forth more fully in Section 2 below. We confirm that this is a joint engagement of both TSL and TAI, and the terms of this engagement letter apply equally to each Client. The implications of this joint representation, including the potential for divergent interests between TSL and TAI, are discussed in greater detail in Sections 8 and 9 below.
2. Scope of Engagement
Calderwood & Harkness LLP is engaged to provide legal services to the Clients in connection with the following four principal workstreams. Each workstream is described in detail below. Except as otherwise agreed in writing, the Firm's representation is limited to the matters described in this Section 2 and is subject to the limitations set forth in Section 13.
2(a). Chapter 11 Contingency Planning for TAI
The Firm is engaged to prepare a comprehensive Chapter 11 contingency plan for Thalassa Americas Inc. While it is the Clients' expressed preference to pursue an out-of-court resolution, the Clients recognize the importance of being fully prepared for a Chapter 11 filing should out-of-court negotiations prove unsuccessful or should developments require a prompt filing to protect TAI's assets and business operations. This workstream includes, without limitation, the following activities:
(i) Eligibility Analysis. Analysis of TAI's eligibility to be a debtor under Section 109 of Title 11 of the United States Code (the "Bankruptcy Code"), including confirmation that TAI satisfies the jurisdictional and domiciliary requirements thereunder.
(ii) Venue Selection. Analysis and recommendation with respect to the appropriate venue for a Chapter 11 filing. Based on TAI's principal office location at 1400 McKinney Street, Houston, Texas, the proposed venue is the United States Bankruptcy Court for the Southern District of Texas, Houston Division. The Firm will analyze venue considerations, including local rules, judicial assignment procedures, and any strategic considerations relevant to the choice of forum.
(iii) First-Day Motions and Declarations. Preparation of standby first-day declarations and motions, including motions for authority to use cash collateral or obtain debtor-in-possession financing, motions for authority to pay pre-petition claims of critical vendors, motions for authority to continue cash management systems and intercompany transactions, motions for authority to pay employee wages and benefits, and such other relief as is customarily sought on or promptly after the commencement of a Chapter 11 case.
(iv) Standby Petition and Related Pleadings. Drafting of a standby voluntary petition under Chapter 11 of the Bankruptcy Code, together with all required schedules, statements, and lists, and all first-day pleadings in substantially final form, so as to permit a filing on an expedited basis if circumstances require.
(v) DIP Financing. Analysis of debtor-in-possession financing proposals, including review and negotiation of proposed DIP credit facility term sheets and definitive documentation, and preparation of the related motions for interim and final approval by the Bankruptcy Court.
(vi) Chief Restructuring Officer. Engagement with potential Chief Restructuring Officer ("CRO") providers, including evaluation of candidates, review of proposed CRO engagement terms, and preparation of any required retention applications for Bankruptcy Court approval.
(vii) Executory Contracts and Unexpired Leases. Analysis of TAI's executory contracts and unexpired leases under Section 365 of the Bankruptcy Code, including identification of contracts subject to assumption, assumption and assignment, or rejection, and analysis of cure obligations and the treatment of anti-assignment provisions.
(viii) Preference and Fraudulent Transfer Exposure. Analysis of potential preference exposure under Section 547 of the Bankruptcy Code and fraudulent transfer exposure under Section 548 of the Bankruptcy Code and applicable state law (including the Texas Uniform Fraudulent Transfer Act), including identification and quantification of potentially avoidable transfers and development of strategies to mitigate exposure.
(ix) Intercompany Claims and Substantive Consolidation. Assessment of intercompany claims between TSL and TAI, including the $76.4 million subordinated intercompany note, and analysis of the risk and implications of substantive consolidation of the estates of TAI and TSL or other affiliated entities.
(x) Critical Vendor and Administrative Claims. Analysis of critical vendor issues and Section 503(b)(9) administrative expense claims arising from the delivery of goods within the twenty (20) days prior to the commencement of a Chapter 11 case.
(xi) Fiduciary Duty Analysis. Analysis of the fiduciary duties of TAI's directors and officers in the zone of insolvency, including under applicable Delaware law, and advice regarding the discharge of such duties in connection with restructuring alternatives.
(xii) Maritime Lien and Ship Mortgage Act Considerations. Analysis of the intersection of maritime liens, the Ship Mortgage Act (46 U.S.C. Chapter 313), and the Bankruptcy Code, including the treatment of maritime liens in bankruptcy, the applicability of the automatic stay to in rem admiralty proceedings, and the priority of maritime liens vis-à-vis other secured claims.
2(b). Out-of-Court Restructuring Advisory
The Firm is engaged to advise and represent the Clients in the negotiation and documentation of an out-of-court restructuring of TSL's indebtedness and capital structure. This workstream contemplates negotiations with TSL's principal creditor constituencies, including:
(i) The senior secured lender syndicate under the $685 million Senior Secured Credit Facility, consisting of Nordbank International AG (in its capacity as Administrative Agent and Collateral Agent), together with Aegean Capital Bank SA, Harborstone Bank plc, Pacifica Trade Finance Corp., Continental Maritime Lending GmbH, Triton Credit Partners LP, Laurentian Shipping Fund II, Caspian Asset Management Ltd., and Pelagos Institutional Credit Fund;
(ii) Dralvecen Mezzanine Capital LLC ("BMC"), the holder of $112.3 million in aggregate principal amount of mezzanine notes secured by a second-priority lien on certain of TSL's assets;
(iii) The holders of TSL's $50 million aggregate principal amount of 8.25% Senior Unsecured Notes due 2025, issued pursuant to an indenture dated as of March 15, 2020, with Garrison Trust Company serving as indenture trustee (the "Unsecured Notes"); and
(iv) Trade creditors of TSL and TAI.
The Firm's services under this workstream will include the drafting and negotiation of a Restructuring Support Agreement ("RSA") and all ancillary transaction documentation, including, without limitation, amendments to the Senior Secured Credit Facility (including amendments to the related credit agreement, security documents, and guarantees), amendments to the intercreditor agreement governing the relative priorities of the senior secured lenders and BMC, note exchange documentation in connection with any proposed exchange or modification of the Unsecured Notes, equity subscription agreements in connection with any new equity investment, and modifications to the intercompany note and related intercompany arrangements between TSL and TAI.
In connection with this workstream, the Firm will coordinate closely with the Clients' financial advisor, Kensington Veltrian Partners LLC ("KHP"), and in particular with James Calloway, Managing Director at KHP, on restructuring analysis, thirteen-week cash flow models, liquidity projections, and creditor negotiations. The Firm understands that KHP has been separately retained by the Clients under a separate engagement letter and that KHP's financial advisory services are not the responsibility of the Firm.
2(c). Cross-Border Coordination
Given the international nature of TSL's operations and corporate structure, the Firm is engaged to coordinate with Vassiliou & Demetriou Law Offices, TSL's Greek counsel (Alexandros Vassiliou, Lead Partner), on the Greek law aspects of the restructuring. This workstream includes, without limitation:
(i) Coordination with Vassiliou & Demetriou on the implications of Greek insolvency law, including under Law 4738/2020 (the Greek Debt Settlement and Insolvency Code, Kodikos Dieythetynsys Ofeilon kai Parochis Defteris Efkairias), as amended, and on the availability and advisability of Greek restructuring or insolvency proceedings for TSL.
(ii) Analysis of Chapter 15 recognition issues under Sections 1501 through 1532 of the Bankruptcy Code in the event that TSL commences insolvency or restructuring proceedings in Greece, including analysis of whether such proceedings would be recognized as a "foreign main proceeding" or a "foreign nonmain proceeding" under the Bankruptcy Code.
(iii) Center of main interests ("COMI") analysis for TSL, including an assessment of the factors that a U.S. court would consider in determining TSL's COMI for purposes of Chapter 15, with particular attention to the location of TSL's registered office, the location of TSL's senior management, the location of TSL's principal assets (including vessels), and the expectations of creditors.
(iv) Coordination between any U.S. Chapter 11 proceeding for TAI and any Greek insolvency or restructuring proceeding for TSL, including analysis of cross-border protocols, communication orders, and the allocation of jurisdiction over assets and claims between the U.S. and Greek proceedings.
2(d). Tax Structuring Advice
Tax advisory services in connection with this engagement will be provided by Sylvia Hartwell, Specialist Partner in the Firm's Tax Practice Group. This workstream includes, without limitation:
(i) Cancellation-of-Debt Income Analysis. Analysis of the U.S. federal income tax consequences of any cancellation of indebtedness arising in connection with the restructuring, including the recognition of cancellation-of-debt ("COD") income under Section 61(a)(12) of the Internal Revenue Code of 1986, as amended (the "Code"), the availability of the insolvency and bankruptcy exclusions under Section 108 of the Code, and the mechanics of tax attribute reduction under Section 108(b) of the Code, including the reduction of net operating losses, capital loss carryovers, tax credits, and basis.
(ii) Cross-Border Tax Implications. Analysis of the cross-border tax implications of the restructuring alternatives under consideration, including considerations arising under the Convention Between the Government of the United States of America and the Government of the Hellenic Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (the "U.S.-Greece Tax Treaty"), withholding tax obligations on intercompany interest payments between TSL and TAI, and controlled foreign corporation ("CFC") and Subpart F income implications (Sections 951 through 965 of the Code) arising from the status of TAI as a wholly-owned U.S. subsidiary of TSL.
(iii) Transaction-Specific Tax Issues. Analysis of the U.S. federal income tax treatment of amendment fees, paid-in-kind ("PIK") interest capitalization, and original issue discount ("OID") implications arising under Treasury Regulation Section 1.1001-3 in connection with any modification or exchange of debt instruments as part of the restructuring.
3. Engagement Team
The following attorneys will serve as the primary engagement team for this matter:
Nathaniel Bower will serve as the Responsible Partner for this engagement and will have overall supervisory responsibility for the Firm's work on this matter. Mr. Bower will serve as the Clients' primary point of contact for all substantive matters relating to the engagement, and all significant strategic decisions and material client communications will be overseen by or coordinated through Mr. Bower.
Colette Whitman will serve as the Billing Partner for this engagement and will be responsible for all billing, fee, and financial matters related to the engagement, including the review and approval of all invoices rendered to the Clients. Any questions or concerns regarding billing matters should be directed to Ms. Whitman.
Amy Chesterton, a senior associate in the Firm's Bankruptcy & Restructuring Practice Group, will serve as the Lead Associate on this engagement and will have day-to-day responsibility for coordinating and managing work across the engagement team. Nathan Ikeda, an associate in the Bankruptcy & Restructuring Practice Group, will serve as a Working Associate and will assist with legal research, drafting, and document preparation.
Sylvia Hartwell, a Specialist Partner in the Firm's Tax Practice Group, will provide tax advisory services in connection with the engagement as described in Section 2(d) above.
In addition to the attorneys identified above, other attorneys, paralegals, and support staff of the Firm may be assigned to work on this matter from time to time as the needs of the engagement require. The services of such additional personnel will be billed at the rates set forth in Section 4 below. The Clients may request changes to the team composition at any time by contacting Mr. Bower.
4. Fees and Billing Rates
The Firm's fees for services rendered in connection with this engagement will be calculated on an hourly basis at the following standard rates, which are effective for the calendar year 2022:
These rates are subject to annual adjustment, which typically becomes effective on January 1 of each year. The Clients will be notified in advance of any changes to the Firm's standard billing rates. Any rate adjustments will apply prospectively to services rendered on or after the effective date of the adjustment.
The Firm will bill the Clients monthly. Invoices will be rendered on or about the fifteenth (15th) day of each month for professional services performed and disbursements incurred during the preceding calendar month. Each invoice will include reasonable detail regarding the nature of the services rendered, the identity and billing rate of each timekeeper who performed services during the billing period, and the time expended by each such timekeeper, in increments of one-tenth (0.1) of an hour.
All invoices are payable within thirty (30) days of the date of the invoice. The Firm reserves the right to charge interest on past-due amounts at a rate of one percent (1.0%) per month, or such lesser rate as may be the maximum rate permitted by applicable law, computed from the date the invoice becomes past due until the date of payment.
5. Retainer
Upon execution of this letter, the Clients shall deposit a retainer in the amount of Five Hundred Thousand Dollars ($500,000) with the Firm. The retainer shall be deposited into the Firm's Interest on Lawyer Trust Account ("IOLTA") in accordance with applicable rules governing attorney trust accounts in the State of New York.
The retainer shall be held by the Firm as security for the payment of fees and disbursements incurred in connection with this engagement. The Firm may apply the retainer, in whole or in part, to any unpaid invoice that remains outstanding for more than thirty (30) days after the date of such invoice. In the event the Firm draws upon the retainer, the Firm will notify the Clients and may request that the Clients replenish the retainer to its original amount.
Upon the conclusion or termination of this engagement, the retainer (or any unapplied balance thereof) will be applied to the final invoice or invoices rendered in connection with the engagement. Any remaining balance after application to all outstanding fees and disbursements will be promptly returned to the Clients.
The Clients understand and acknowledge that the retainer does not constitute a cap, ceiling, or estimate of the total fees and disbursements that may be incurred in connection with this engagement. The total fees and disbursements will depend upon the scope, complexity, and duration of the matters described in Section 2 above and are not determinable at this time.
6. Disbursements and Expenses
In addition to professional fees, the Clients will be responsible for reimbursing the Firm for all reasonable out-of-pocket disbursements and expenses incurred in connection with this engagement. Disbursements and expenses that are customarily incurred in engagements of this nature include, without limitation, the following:
•  Travel expenses, including airfare, hotel accommodations, meals, and ground transportation, incurred in connection with court appearances, creditor negotiations, and other travel required by the engagement;
•  Filing fees and court costs, including fees for the filing of pleadings, motions, and other documents with the Bankruptcy Court or other courts;
•  Document reproduction, printing, and binding costs;
•  Courier and overnight delivery charges;
•  Computer-assisted legal research charges, including charges for the use of Westmark Data Systems, Calderon Systems, Cascade Services Inc., and other electronic research services;
•  Long-distance telephone and teleconference charges; and
•  Fees of experts, consultants, and third-party vendors engaged in connection with this matter, provided that any such engagement involving anticipated fees in excess of $10,000 shall be subject to the Clients' prior approval.
All disbursements and expenses will be itemized on the Firm's monthly invoices and are payable on the same terms as professional fees.
7. Joint Engagement; Allocation of Fees
This engagement letter confirms a joint engagement by both TSL and TAI. The Clients acknowledge that both TSL and TAI are clients of the Firm in connection with the matters described in Section 2 and that the Firm owes duties of loyalty, confidentiality, and competent representation to each Client.
TSL and TAI shall be jointly and severally liable for all fees, disbursements, and other charges incurred by the Firm under this engagement. The Firm may seek payment from either or both Clients, in any proportion, for any amounts owed hereunder.
Unless otherwise agreed in writing, the Firm will direct all invoices and billing correspondence to Ms. Irini Dalakoura, Chief Financial Officer of TSL, at 42 Akti Miaouli, Piraeus 18538, Greece (email: i.dalakoura@thalassashipping.gr), with a copy to Ms. Diana Restrepo, VP Finance of TAI, at 1400 McKinney Street, Suite 2200, Houston, TX 77010 (email: d.restrepo@thalassaamericas.com).
If at any time either Client wishes to allocate fees and disbursements between TSL and TAI for internal accounting, transfer pricing, or tax purposes, the Firm will endeavor to accommodate such requests on a reasonable-efforts basis, including by maintaining time records in a manner that distinguishes, to the extent practicable, between services performed for or primarily benefiting TSL and services performed for or primarily benefiting TAI. The Clients acknowledge that certain services may benefit both Clients and that precise allocation may not always be feasible.
8. Conflicts of Interest; Waiver
The Firm has conducted a conflicts check in accordance with its standard procedures and in compliance with the New York Rules of Professional Conduct. As of the date of this letter, the Firm has identified no current representation that would create a disqualifying conflict of interest under Rule 1.7 or Rule 1.9 of the New York Rules of Professional Conduct.
The Clients acknowledge that Calderwood & Harkness LLP is a large, diversified law firm that represents numerous other clients across a wide range of industries and practice areas. Some of those clients may be involved in transactions, disputes, or other matters with or adverse to the Clients in matters that are unrelated to this engagement. The Clients consent to the Firm's continued representation of other clients in matters that are not substantially related to this engagement, provided that the Firm will not accept any new representation that is directly adverse to either Client in connection with the specific matters covered by this engagement without the prior written consent of the affected Client.
The Firm notes for the Clients' information that a separate internal Conflicts Clearance Memorandum has been prepared and reviewed by the Firm's General Counsel and Conflicts Committee in connection with this engagement. The conflicts screening was conducted against all identified parties, including:
•  Nordbank International AG (Administrative Agent and Collateral Agent);
•  All members of the senior secured lender syndicate: Aegean Capital Bank SA, Harborstone Bank plc, Pacifica Trade Finance Corp., Continental Maritime Lending GmbH, Triton Credit Partners LP, Laurentian Shipping Fund II, Caspian Asset Management Ltd., and Pelagos Institutional Credit Fund;
•  Dralvecen Mezzanine Capital LLC;
•  Garrison Trust Company (indenture trustee);
•  KFO Holdings SA;
•  Olympian Fuel & Supply SA; and
•  All known opposing counsel, including Whitfield, Crane & Burgess LLP (counsel to the Ad Hoc Group of Senior Secured Lenders), Kellner & Foss LLP (counsel to BMC), and Ashford, Brightmoor Group & McKay PC (counsel to the informal group of unsecured noteholders).
No disqualifying conflicts were identified as a result of this screening. However, the Clients understand that the Firm may, in the ordinary course, represent one or more of the foregoing parties (or their affiliates) in matters unrelated to this engagement. The Clients' consent to the Firm's continued representation of such parties in unrelated matters is encompassed by the general waiver set forth in this Section 8.
If a conflict of interest arises during the course of this engagement, the Firm will promptly notify the Clients and, if necessary, seek appropriate waivers or take such other steps as may be consistent with the Firm's professional obligations under the applicable Rules of Professional Conduct, including, if required, withdrawal from the representation of one or both Clients as described in Section 9 below.
9. Joint Representation — Potential for Divergent Interests
The Clients acknowledge and understand that TSL (a Greek société anonyme and the parent company) and TAI (a Delaware corporation and a wholly-owned subsidiary of TSL) are separate legal entities with potentially divergent legal and economic interests. While the interests of TSL and TAI are presently aligned in seeking a consensual restructuring of TSL's indebtedness and in preparing contingency plans for a possible Chapter 11 filing by TAI, the Clients recognize that circumstances may arise in which the interests of TSL and TAI may diverge.
In particular, the Clients acknowledge the following:
(i) In a Chapter 11 filing scenario, TAI, as the debtor-in-possession, would owe fiduciary duties to its own creditors and its bankruptcy estate under applicable provisions of the Bankruptcy Code and Delaware corporate law. Those duties may differ from, and in some circumstances may conflict with, the interests of TSL as the equity holder and sole shareholder of TAI. For example, TAI as debtor-in-possession may be required to challenge, recharacterize, or subordinate the $76.4 million subordinated intercompany note owed to TSL if doing so would benefit TAI's creditors and estate.
(ii) Disputes may arise between TSL and TAI regarding the treatment of intercompany claims, the characterization of intercompany transactions, the allocation of shared costs and overhead, or the terms of any intercompany settlement.
(iii) In certain scenarios, creditors of TAI may assert claims for substantive consolidation of the estates of TAI and TSL (or other affiliated entities), which could have materially adverse consequences for TSL.
(iv) The fiduciary duties owed by TAI's directors and officers to TAI's creditors in the zone of insolvency may require those individuals to take actions or assert positions that are adverse to TSL's interests as shareholder.
The Firm has advised the Clients that should an irreconcilable conflict arise between TSL and TAI — including, without limitation, conflicts relating to the matters described in clauses (i) through (iv) above — the Firm may be required under applicable Rules of Professional Conduct to withdraw from representing one or both Clients, and one or both Clients may need to engage separate, independent counsel. The Firm will use its best efforts to identify any potential conflicts at the earliest practicable stage and to work with the Clients to resolve such conflicts, but the Firm cannot guarantee that an irreconcilable conflict will not arise.
Each Client consents to the joint representation described in this engagement letter with full knowledge and understanding of the potential risks set forth above. Each Client agrees to cooperate in identifying and resolving any potential conflicts in a timely manner, including by providing prompt notice to the Firm of any developments that may give rise to a divergence of interests between TSL and TAI.
Each Client further acknowledges and understands that communications between a Client and the Firm in connection with this joint engagement are not necessarily protected by a joint defense privilege or common interest privilege vis-à-vis the other Client. Each Client consents to the sharing of information between TSL and TAI in connection with this engagement. Accordingly, neither Client should provide information to the Firm that it wishes to keep confidential from the other Client unless it clearly identifies such information as confidential and requests that the Firm treat it on a separate and confidential basis. In such event, the Firm will consult with both Clients to determine whether the joint representation can continue on an appropriate basis.
10. Confidentiality
All information and documents provided by the Clients to the Firm in connection with this engagement, and all information and documents developed or generated by the Firm in the course of providing services hereunder, shall be treated as confidential by the Firm. The Firm shall not disclose such information or documents to any third party without the Clients' prior written consent, except in the following circumstances:
(a) As required by applicable law, regulation, rule, or court order, including but not limited to any disclosure required by the rules of a bankruptcy court in connection with retention applications, fee applications, or other filings;
(b) As reasonably necessary to carry out the Firm's representation of the Clients, including, without limitation, communications with Vassiliou & Demetriou Law Offices in connection with the cross-border coordination described in Section 2(c) above, communications with Kensington Veltrian Partners LLC in their capacity as the Clients' financial advisor, and communications with counterparties and their counsel in the course of restructuring negotiations, in each case to the extent authorized by the Clients;
(c) As authorized by the Clients in writing, either generally or with respect to specific disclosures; and
(d) As permitted or required by the New York Rules of Professional Conduct, including Rule 1.6 thereof.
The Firm's obligations of confidentiality under this Section 10 shall survive the termination or conclusion of this engagement.
11. Document Retention
The Firm will maintain files relating to this engagement, including client documents, work product, correspondence, and other materials, in accordance with the Firm's standard document retention policies, as may be amended from time to time. The Firm's current policy provides for the retention of closed matter files for a period of ten (10) years following the conclusion or termination of the engagement, after which time the Firm may destroy such files without further notice to the Clients.
Upon the conclusion or termination of this engagement, the Clients may request the return of original documents provided to the Firm by the Clients. The Firm will comply with any such request within a reasonable period of time, provided that the Clients bear any costs associated with the retrieval, packaging, and shipping of such documents.
The Firm reserves the right to retain copies of all work product, correspondence, memoranda, research, pleadings, and other materials generated by the Firm in connection with this engagement in the Firm's files, regardless of whether original documents are returned to the Clients.
12. Termination
Either the Clients or the Firm may terminate this engagement at any time upon written notice to the other. In the case of the Clients, notice of termination should be directed to Nathaniel Bower at the address set forth above. In the case of the Firm, notice of termination will be directed to Mr. Andreadis and Mr. Hale at the addresses set forth in the heading of this letter.
Upon termination, the Clients shall be responsible for the payment of all fees and disbursements incurred by the Firm through the effective date of termination. The retainer described in Section 5 above will be applied to any outstanding amounts, and any remaining balance will be returned to the Clients.
The Firm's obligations of confidentiality under Section 10 and its document retention obligations under Section 11 shall survive the termination of this engagement. In the event of termination, the Firm will cooperate in the orderly transition of the matter to successor counsel selected by the Clients, including by making available the Clients' files and providing reasonable assistance to successor counsel to facilitate continuity of representation.
Notwithstanding the foregoing, the Firm's right to terminate this engagement is subject to any applicable requirements of the New York Rules of Professional Conduct and any orders of any court of competent jurisdiction. If a court filing has been made in connection with this engagement, the Firm's withdrawal may require court approval and may be subject to such conditions as the court may impose.
13. Limitation of Engagement
The Firm's representation of the Clients under this engagement letter is limited to the specific matters described in Section 2 above. The Firm is not engaged to provide advice on matters outside the scope of this engagement, including, without limitation, general corporate governance matters, employment law and labor relations, environmental compliance, regulatory matters (including U.S. Coast Guard, MARAD, or Federal Maritime Commission regulatory matters), securities law compliance, or insurance coverage matters, unless specifically agreed upon in a separate or supplemental engagement letter signed by the Firm and the Clients.
The Firm does not provide financial, accounting, or business advice. The Clients acknowledge that financial advisory services in connection with the restructuring are being provided by Kensington Veltrian Partners LLC under a separate engagement between KHP and the Clients, and that the Firm bears no responsibility for the financial advisory services provided by KHP.
The Firm does not hold itself out as qualified to practice the law of the Hellenic Republic or any other foreign jurisdiction. Advice on Greek law matters, including matters arising under Law 4738/2020 and other applicable Greek legislation, is being provided by Vassiliou & Demetriou Law Offices, with whom the Firm will coordinate as part of this engagement as described in Section 2(c). The Firm assumes no responsibility for the legal advice rendered by Vassiliou & Demetriou Law Offices or for the accuracy of any Greek law analysis provided by that firm.
14. Governing Law
This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising out of or relating to this engagement letter or the Firm's representation of the Clients hereunder shall be subject to the exclusive jurisdiction of the courts of the State of New York located in the County of New York, or the United States District Court for the Southern District of New York, and each party hereby consents to personal jurisdiction in such courts.
15. Acceptance
We ask that the Clients indicate their acceptance of the terms and conditions set forth in this engagement letter by having an authorized representative of each of TSL and TAI sign and date the enclosed duplicate original of this letter in the spaces indicated below and return the executed copy to the attention of Nathaniel Bower at the address set forth above. The retainer described in Section 5 should be remitted by wire transfer to the Firm's IOLTA account; wire transfer instructions will be provided separately.
If you have any questions regarding this engagement letter or any of its terms, please do not hesitate to contact Nathaniel Bower at (212) 506-7100 or nbower@calderwoodharkness.com.
We look forward to working with you on this important matter. We are confident that, working together with you and your other advisors, we can develop and implement a strategy that best serves the interests of both TSL and TAI.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Nathaniel Bower Partner, Bankruptcy & Restructuring Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017 Telephone: (212) 506-7100
Email: nbower@calderwoodharkness.com
Enclosure: Duplicate original for countersignature
cc: Irini Dalakoura, Chief Financial Officer, Thalassa Shipping & Logistics SA cc: Diana Restrepo, VP Finance, Thalassa Americas Inc. cc: Stavros Papageorgiou, General Counsel (Greece), Thalassa Shipping & Logistics SA cc: Colette Whitman, Calderwood & Harkness LLP cc: Amy Chesterton, Calderwood & Harkness LLP cc: Sylvia Hartwell, Calderwood & Harkness LLP
CLIENT ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of the entities identified below, hereby acknowledge receipt of the foregoing engagement letter dated October 25, 2022, from Calderwood & Harkness LLP, and hereby accept and agree to the terms and conditions set forth therein.
ACKNOWLEDGED AND AGREED:
THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME
By: ________
Name: Georgios Andreadis
Title: Chief Executive Officer
Date: ________
THALASSA AMERICAS INC.
By: ________
Name: Marcus Hale
Title: President
Date: ________
Name | Role | Practice Group
Nathaniel Bower | Responsible Partner | Bankruptcy & Restructuring
Colette Whitman | Billing Partner | Bankruptcy & Restructuring
Amy Chesterton | Lead Associate | Bankruptcy & Restructuring
Nathan Ikeda | Working Associate | Bankruptcy & Restructuring
Sylvia Hartwell | Specialist Partner | Tax
Timekeeper Category | Hourly Rate
Partners | $1,650
Senior Associates | $1,050
Associates | $850
Paralegals | $425

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP

CLIENT ACKNOWLEDGMENT AND ACCEPTANCE

ACKNOWLEDGED AND AGREED:

THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME

THALASSA AMERICAS INC.

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