1044-00003 · Client 1044 · documents

retainer-acknowledgment-letter.docx DOCUMENT Finance & Banking

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THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME

42 Akti Miaouli Piraeus 18538, Greece Greek Tax ID (AFM): 998214763

Tel: +30 210 429 8800

Fax: +30 210 429 8801

Office of the Chief Financial Officer

October 28, 2022

Nathaniel Bower, Esq. Responsible Partner, Bankruptcy & Restructuring Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017

Re: Fee and Retainer Acknowledgment — Matter No. 1044-00003; Engagement Letter dated October 25, 2022, between Calderwood & Harkness LLP and Thalassa Shipping & Logistics Société Anonyme and Thalassa Americas Inc.

Dear Mr. Bower:

I write in my capacity as Chief Financial Officer of Thalassa Shipping & Logistics Société Anonyme ("TSL"), on behalf of TSL and its wholly-owned Delaware subsidiary, Thalassa Americas Inc. ("TAI"), to formally acknowledge and confirm (a) the deposit of the retainer and (b) acceptance of the fee terms set forth in the Engagement Letter dated October 25, 2022 (the "Engagement Letter") between Calderwood & Harkness LLP ("C&H" or the "Firm") and TSL and TAI, bearing your internal reference Matter No. 1044-00003. This letter is intended to serve as a written record of TSL's and TAI's understanding and agreement with respect to the financial terms of the engagement, and to memorialize the wire transfer of the retainer deposit described more fully below.

1. Acknowledgment of Engagement Scope

TSL and TAI hereby confirm that they have jointly engaged Calderwood & Harkness LLP to provide legal representation and advisory services in connection with the following matters, as more particularly described in the Engagement Letter:

(i) Chapter 11 contingency planning for Thalassa Americas Inc., including preparation of potential first-day motions, debtor-in-possession financing analysis, and related bankruptcy court filings should an in-court restructuring become necessary;

(ii) Negotiation and advisory services in connection with an out-of-court restructuring alternative for TAI's existing indebtedness, including negotiations with the ad hoc group of senior secured noteholders and any intercreditor arrangements arising therefrom;

(iii) Cross-border coordination with TSL's Greek counsel, Vassiliou & Demetriou Law Offices, Athens, with respect to Greek insolvency and corporate governance matters that may be implicated by any restructuring of TAI, and coordination of filings or notifications required under Greek law in connection therewith; and

(iv) Tax structuring advice related to the foregoing transactions, including analysis of U.S. federal, state, and Greek tax consequences of any proposed restructuring alternatives, debt-for-equity exchanges, cancellation of indebtedness income, and related intercompany transactions.

TSL acknowledges and confirms that the Engagement Letter was duly executed on October 25, 2022, by Georgios Andreadis, Chief Executive Officer of TSL, on behalf of TSL, and by Marcus Hale, President of TAI, on behalf of TAI. Each signatory was duly authorized by the respective entity's governing body to enter into the Engagement Letter and to bind such entity to its terms.

2. Confirmation of Retainer Deposit

TSL hereby confirms that, on October 28, 2022, it caused a wire transfer in the amount of Five Hundred Thousand U.S. Dollars ($500,000.00) to be transmitted from TSL's operating account maintained at Quillon Bancorp (Piraeus Main Branch) to Calderwood & Harkness LLP's Interest on Lawyers Trust Account ("IOLTA") in accordance with the wire transfer instructions set forth in Schedule B of the Engagement Letter. A copy of the wire transfer confirmation issued by Quillon Bancorp bearing today's date is enclosed herewith for your records.

TSL and TAI acknowledge and agree that the retainer deposit shall be held in the Firm's IOLTA account and shall be applied against invoices for professional fees and disbursements rendered in connection with the engagement, in accordance with the terms and conditions of the Engagement Letter and applicable rules governing lawyers' trust accounts in the State of New York. TSL and TAI further acknowledge that the Firm shall have the right to draw upon the retainer deposit to satisfy outstanding invoices in the ordinary course, provided that such application is reflected on the applicable monthly invoice or accompanying statement of account.

TSL and TAI understand and expressly acknowledge that the retainer deposit of $500,000.00 is not, and shall not be construed as, a cap on the Firm's fees or a limitation on TSL's and TAI's payment obligations under the Engagement Letter. TSL and TAI remain fully responsible for all professional fees and disbursements incurred by the Firm in connection with the engagement, including any amounts in excess of the retainer deposit. The retainer is intended solely as a deposit against which invoiced amounts may be applied, and any balance of fees and disbursements exceeding the retainer shall be payable by TSL and TAI in accordance with the billing and payment terms set forth below and in the Engagement Letter.

3. Acknowledgment of Billing Rates

TSL and TAI hereby confirm their acceptance of the Firm's billing rates as set forth in Schedule A of the Engagement Letter. As of the date hereof, the applicable hourly billing rates are as follows:

TSL and TAI further acknowledge and confirm the composition of the engagement team identified in the Engagement Letter, which is as follows:

• Nathaniel Bower — Responsible Partner

• Colette Whitman — Billing Partner

• Amy Chesterton — Lead Associate

• Nathan Ikeda — Working Associate

• Sylvia Hartwell — Specialist Partner, Tax (to be added pursuant to a Supplemental Engagement Letter to be dated on or about November 5, 2022)

TSL and TAI understand that the addition of Sylvia Hartwell as Specialist Partner, Tax, to the engagement team is anticipated to be formalized through a Supplemental Engagement Letter expected to be executed on or about November 5, 2022, and that her participation in the engagement in the interim is authorized by TSL and TAI on the terms described herein. Any fees for Ms. Hartwell's services rendered prior to the execution of the Supplemental Engagement Letter shall be billed at the Partner rate specified above.

TSL and TAI further acknowledge that the Firm's billing rates are subject to periodic adjustment, which adjustments typically occur on an annual basis, upon reasonable prior written notice to TSL. TSL and TAI agree to be bound by any such adjusted rates effective as of the date specified in the Firm's written notice, provided that such notice is delivered no less than thirty (30) days in advance of the effective date of the rate adjustment.

4. Billing and Payment Terms

TSL and TAI confirm their understanding and acceptance of the following billing and payment terms, as set forth in the Engagement Letter:

(a) Calderwood & Harkness LLP will render monthly invoices for professional services performed and disbursements incurred during the preceding calendar month. Each invoice will include a detailed description of the services performed, the timekeepers involved, the hours expended, and the applicable rates, together with an itemization of all disbursements.

(b) Payment of each invoice shall be due and payable within thirty (30) days following the date of receipt of such invoice. Invoices shall be deemed received three (3) business days after transmission by electronic mail to the billing contacts identified below, or five (5) business days after deposit in the international mail if sent by physical delivery.

(c) Calderwood & Harkness LLP is hereby authorized to apply the retainer deposit, or any portion thereof remaining on deposit in the IOLTA account, to satisfy any outstanding invoice or portion thereof in the event of any shortfall in payment or in the event that any invoice remains unpaid beyond the thirty (30)-day payment period specified above. The Firm shall notify TSL of any such application of the retainer deposit promptly following such application.

(d) In the event that the retainer deposit is drawn down below the initial deposit amount of $500,000.00 as a result of the application described in paragraph (c) above or otherwise, TSL agrees to replenish the retainer to the full $500,000.00 level within fifteen (15) business days following receipt of a written request from the Billing Partner, Colette Whitman, or her designee, requesting such replenishment. Failure to timely replenish the retainer shall constitute a material breach of the financial terms of the Engagement Letter.

5. Joint and Several Liability

TSL and TAI hereby confirm that, as set forth in Section 7 of the Engagement Letter, TSL and TAI are jointly and severally liable for the payment of all professional fees and disbursements incurred by Calderwood & Harkness LLP in connection with the engagement. This joint and several liability extends to all amounts billed by the Firm, whether attributable to services performed for or on behalf of TSL, TAI, or both entities, and whether arising under the Engagement Letter, the anticipated Supplemental Engagement Letter, or any amendment or extension thereof.

Notwithstanding the foregoing joint and several liability, TSL, as the parent company, assumes primary payment responsibility for all fees and disbursements under the engagement. TSL shall be the first point of contact for all billing and collection matters, and the Firm is instructed to direct all invoices and billing communications as follows:

Primary Invoice Recipient:

Irini Dalakoura Chief Financial Officer Thalassa Shipping & Logistics Société Anonyme 42 Akti Miaouli Piraeus 18538, Greece

Email: i.dalakoura@thalassashipping.gr

Invoice Copy Recipient:

Diana Restrepo Vice President, Finance Thalassa Americas Inc. 1400 McKinney Street, Suite 2200 Houston, TX 77010

Email: d.restrepo@thalassa-americas.com

Both recipients shall receive copies of each invoice simultaneously. For the avoidance of doubt, the delivery of a copy to Ms. Restrepo shall not affect the running of the thirty (30)-day payment period, which shall be measured from the date of receipt by Ms. Dalakoura as the primary billing contact.

6. Authorization and Contact Information

I hereby confirm that I am duly authorized by the Board of Directors of Thalassa Shipping & Logistics Société Anonyme and, pursuant to the intercompany authorization agreement dated October 20, 2022, by the Board of Directors of Thalassa Americas Inc., to execute this Fee and Retainer Acknowledgment Letter, to cause the retainer deposit to be made, and to bind each of TSL and TAI with respect to the financial terms confirmed herein.

For purposes of day-to-day billing inquiries, the Firm's designated contacts at TSL and TAI are as follows:

Primary Billing Contact: Irini Dalakoura, Chief Financial Officer, TSL Tel: +30 210 429 8812

Email: i.dalakoura@thalassashipping.gr

Secondary Billing Contact: Diana Restrepo, Vice President, Finance, TAI Tel: +1 (713) 555-4280

Email: d.restrepo@thalassa-americas.com

All billing inquiries, requests for invoice clarification, and communications regarding retainer replenishment should be directed to the above individuals. TSL requests that the Firm copy both designated contacts on all substantive billing-related correspondence.

7. Closing

On behalf of TSL and TAI, I wish to express our sincere appreciation for Calderwood & Harkness LLP's prompt commencement of work on this critical matter. The financial challenges facing TAI require urgent and coordinated attention, and we are grateful for the dedication and expertise that the engagement team has already demonstrated in the initial days of this representation. TSL and TAI confirm their commitment to cooperating fully with Mr. Bower, Ms. Whitman, Ms. Chesterton, Mr. Ikeda, and the broader Calderwood & Harkness team throughout the course of this engagement, and to providing timely access to all information and documentation reasonably requested by the Firm.

We respectfully request that Calderwood & Harkness LLP countersign a copy of this letter in the space provided below, confirming the Firm's acknowledgment and agreement with the terms set forth herein, and return the countersigned copy to my attention at the address set forth above, or by electronic mail to i.dalakoura@thalassashipping.gr, at your earliest convenience.

This letter, together with the Engagement Letter and the anticipated Supplemental Engagement Letter, constitutes the complete understanding of the parties with respect to the financial terms of the engagement. In the event of any conflict between this letter and the Engagement Letter, the terms of the Engagement Letter shall control.

Very truly yours,