CALDERWOOD & HARKNESS LLP

CONFIDENTIAL — ATTORNEY WORK PRODUCT

MEMORANDUM

TO: James Prentice, Partner — International Trade & Sanctions Practice Group Sandra Tung, Partner — International Trade & Sanctions Practice Group

FROM: Office of the General Counsel — Conflicts Department Rachel M. Fleischer, Deputy General Counsel — Conflicts

DATE: September 20, 2022

RE: Conflict Check Results — New Matter: Thalassa Shipping & Logistics SA — Customs Classification and Valuation Dispute

Matter No.: C&H-2022-ITS-04781 (Proposed)

1. Request

On September 18, 2022, the International Trade & Sanctions Practice Group submitted a new matter intake form requesting that the Conflicts Department conduct a comprehensive conflict of interest check in connection with the proposed engagement of Thalassa Shipping & Logistics Société Anonyme ("TSL" or the "Proposed Client") as a new client of the Firm. The proposed engagement concerns the representation of TSL in a customs classification and valuation dispute pending before the Hellenic Customs Authority, known as the AADE — the Independent Authority for Public Revenue (Ανεξάρτητη Αρχή Δημοσίων Εσόδων) of the Hellenic Republic. The dispute relates to the classification and declared customs value of certain marine cargo-handling equipment imported by TSL through the Port of Piraeus, and TSL seeks the Firm's counsel in connection with administrative proceedings, potential appellate review before the Greek Administrative Courts, and related advisory work concerning EU customs valuation methodology under Council Regulation (EU) No. 952/2013 (the Union Customs Code).

In accordance with the Firm's Conflict of Interest Policies and Procedures Manual (Rev. 14, effective January 1, 2022) and the applicable Rules of Professional Conduct, the following entities and individuals were submitted by the requesting partners and run through the Firm's centralized conflicts database (Greaves Services Inc. — Calderwood & Harkness Instance, Version 6.4.2):

Parties Checked.

The foregoing list reflects all parties, affiliates, and related persons identified by the requesting partners in the new matter intake form as well as supplemental information provided by Sandra Tung via electronic mail on September 18, 2022, at 4:47 p.m. (EDT). The Conflicts Department confirmed the completeness of the party list with both requesting partners prior to initiating the database search.

2. Results

The Firm's conflicts database was searched on September 19, 2022, using standard and variant name searches, entity registration number searches, and individual name cross-reference searches in accordance with the Firm's established conflict-checking protocols. All active offices of the Firm — New York, Washington, D.C., London, Hong Kong, Brussels, and Frankfurt — were included in the search. Results returned as follows.

2(a). No Active Conflicts Identified

Following a thorough review of the search results and all underlying matter records, the Conflicts Department has determined that no current client engagement, adverse representation, or business relationship was identified with respect to any party listed in Section 1 above. Specifically:

• The Firm does not currently represent, and has no open matter for, any party that is adverse or potentially adverse to TSL in the proposed engagement, including the AADE, Meridian & Drakos Dikigiriko Grafeio, or any of their respective principals, partners, or associates.

• The Firm does not currently represent any party whose interests are, or could reasonably be expected to become, materially adverse to TSL's interests in connection with the customs classification and valuation dispute that is the subject of the proposed engagement.

• The Firm does not currently maintain any engagement, consulting arrangement, or business relationship with the opposing counsel firm (Meridian & Drakos Dikigiriko Grafeio), the proposed local counsel firm (Vournas & Theodorakis Dikigiriko Grafeio), or any of the identified expert witnesses or consulting firms (Argonaut Trade Consulting GmbH, Kestrel & Palladian LLP).

• No current representation of the equipment manufacturer, Hailong Heavy Industries Co., Ltd., or any of its affiliates, officers, or employees was identified.

• No current representation of any governmental entity of the Hellenic Republic, including the AADE, the Ministry of Finance, or any subordinate or affiliated public body, was identified.

2(b). Informational Hits — Prior Representations (Closed Matters)

The conflicts database search returned two informational hits relating to prior or preliminary matters involving parties on the checked list. These hits are detailed below, together with the Conflicts Department's assessment of each.

No other informational hits, including hits on dormant, inactive, or administratively closed matters, were returned by the database search.

2(c). Lateral Hire Screen

In accordance with Section 7.3 of the Firm's Conflict of Interest Policies and Procedures Manual, the Conflicts Department reviewed the lateral hire disclosures and prior-firm representation records of all attorneys assigned, or proposed to be assigned, to the TSL matter. The results of this review are set forth below.

Christy Bauer, Lead Associate — Intellectual Property Group:

Ms. Bauer joined Calderwood & Harkness LLP in July 2021 as a lateral associate from Whitfield & Garza LLP, where she practiced in the firm's intellectual property litigation group. At the time of her lateral onboarding, Ms. Bauer submitted a complete prior-firm representation disclosure, which was reviewed and cleared by the Conflicts Department on June 28, 2021 (Lateral Clearance Ref. No. LAT-2021-0114). A review of Ms. Bauer's prior-firm disclosure confirms that no matters handled by Ms. Bauer at Whitfield & Garza LLP involved any of the parties, affiliated entities, or individuals listed in Section 1 of this memorandum. No ethical screen is required with respect to Ms. Bauer's participation in the proposed engagement.

Garrett Simmons, Working Associate — Tax Group:

Mr. Simmons joined Calderwood & Harkness LLP in September 2020 directly from law school (Columbia Law School, J.D. 2020). He has no prior law firm employment, and accordingly, there are no prior-firm representations to review. No ethical screen is required with respect to Mr. Simmons's participation in the proposed engagement.

3. Conclusion

Based on the foregoing analysis, and having conducted a comprehensive search of the Firm's conflicts database across all active offices and reviewed all returned results, informational hits, and lateral hire records, the Conflicts Department hereby clears the proposed engagement of Thalassa Shipping & Logistics Société Anonyme (TSL) as a new client of the Firm, under proposed matter number C&H-2022-ITS-04781, with no restrictions on the scope or staffing of the engagement.

No conflict waivers are required from any current or former client of the Firm.

No ethical screens are required with respect to any attorney assigned or proposed to be assigned to the matter.

The requesting partners are reminded that the obligation to identify and report potential conflicts of interest is ongoing throughout the duration of the engagement. Should additional parties, affiliated entities, or related individuals be identified at any point during the representation — including, without limitation, additional government officials, co-respondents, intervenors, witnesses, or consulting professionals — the requesting partners must promptly submit a supplemental conflict check request to the Conflicts Department in accordance with Section 4.6 of the Firm's Conflict of Interest Policies and Procedures Manual.

This memorandum constitutes the final conflict clearance for the proposed matter. The engagement letter may now be issued and the matter may be opened in the Firm's timekeeping and billing systems upon execution of the engagement letter by the Proposed Client.

CALDERWOOD & HARKNESS LLP Office of the General Counsel — Conflicts Department

By: ________

Name: Rachel M. Fleischer

Title: Deputy General Counsel — Conflicts

Date: ________

CONFIDENTIAL — ATTORNEY WORK PRODUCT. This memorandum is prepared by the Office of the General Counsel of Calderwood & Harkness LLP for internal use only and is protected by the attorney-client privilege and the work product doctrine. This memorandum shall not be disclosed to any person outside of the Firm without the prior written authorization of the General Counsel. Distribution is limited to the addressees and to such other Firm personnel as have a need to know in connection with the referenced matter.

Category	Name
Client	Thalassa Shipping & Logistics Société Anonyme (A.E., Greece — Piraeus Commercial Registry No. 78214/06/B/09/42; AFM 094827361; EORI GR094827361000)
Client principal	Nikolaos Andreadis (Chairman & CEO, TSL)
Client principal	Elena Papadimitriou (CFO, TSL)
Client principal	Dimitrios Sarantopoulos (VP Procurement & Supply Chain, TSL)
Affiliated entity	Andreadis Family Holdings LLC (Delaware File No. 5847291)
Affiliated entity	Nereus Maritime Advisory Limited (Cyprus Company No. HE 387214)
Affiliated individual	Eleni Andreadis (Non-Executive Director, Nereus; daughter of Nikolaos Andreadis)
Affiliated individual	Georgios Andreadis (Member (15%), AFH; son of Nikolaos Andreadis)
Affiliated individual	Konstantinos Melas (Managing Director, Nereus)
Equipment manufacturer	Hailong Heavy Industries Co., Ltd. (Unified Social Credit Code: 91330211MA2GR8KT5X)
Manufacturer contact	Wei Junhao (Export Sales Director, Hailong)
Government party	AADE (Independent Authority for Public Revenue, Hellenic Republic)
Opposing counsel	Meridian & Drakos Dikigiriko Grafeio
Opposing counsel attorney	Panagiotis Drakos (Senior Partner; Athens Bar No. 29481)
Opposing counsel attorney	Irini Konstantinou (Associate)
Proposed local counsel	Vournas & Theodorakis Dikigiriko Grafeio
Proposed local counsel attorney	Alexandros Vournas (Managing Partner; Athens Bar No. 18744)
Proposed local counsel attorney	Maria-Christina Georgiou (Associate; Athens Bar No. 42917)
Proposed expert	Argonaut Trade Consulting GmbH
Proposed expert	Dr. Lukas Brenner (Managing Director, Argonaut)
Proposed expert	Kestrel & Palladian LLP
Proposed expert	Spyros Makris (Partner — Indirect Tax & Customs Valuation, K&P)
Customs broker	Peloros Customs Agency Société Anonyme (EORI: GR801234567000)
Customs broker contact	Stavros Liapis (Licensed Customs Broker No. GR-CB-1287)

Lender	Compass Maritime Bank Société Anonyme
Lender contact	Andreas Papathanasiou (Relationship Manager — Shipping & Logistics Division)
Insurance broker	Aether Insurance Brokers Limited
Insurance carrier	Oceanos Underwriters Société Anonyme
Hit	Details	Assessment
Hit 1: Compass Maritime Bank SA	The Firm's London office (25 Finsbury Square, London EC2A 1DU) represented Compass Maritime Bank Société Anonyme in a syndicated lending transaction, assigned matter number C&H-2019-BF-02114 (the "Compass Syndicated Lending Matter"). The engagement involved the structuring and documentation of a multi-tranche syndicated credit facility for an unrelated borrower in the offshore energy sector. That matter was completed and formally closed in the Firm's records on March 12, 2020. No current engagement with Compass Maritime Bank SA exists, and no post-closing advisory or other work has been performed since the matter's closure. Importantly, the proposed representation of TSL is not adverse to Compass Maritime Bank SA. To the contrary, Compass Maritime Bank SA serves as TSL's primary revolving credit facility lender under a €75,000,000 senior secured revolving credit facility agreement dated September 1, 2020. TSL's notification to Compass Maritime Bank under the facility's material litigation disclosure clause (applicable threshold: claims or exposures exceeding €2,000,000) is anticipated as a routine compliance step in the current engagement — this notification does not constitute, and is not reasonably expected to give rise to, any adverse action, claim, or dispute between TSL and the bank. No confidential information received from Compass Maritime Bank SA in connection with the prior closed matter (C&H-2019-BF-02114) is relevant to, or could reasonably be used in connection with, the proposed TSL engagement.	No conflict. Cleared.
Hit 2: Hailong Heavy Industries Co., Ltd.	The Firm's New York office (400 Lexington Avenue, New York, NY 10170) was approached by Hailong Heavy Industries Co., Ltd. in or about March 2021 for a preliminary assessment regarding the potential applicability of review by the Committee on Foreign Investment in the United States (CFIUS) to a proposed acquisition by Hailong of a U.S.-based marine equipment component manufacturer. The preliminary assessment was assigned tracking number C&H-2021-RA-03502 for administrative purposes. Following an initial evaluation and a single introductory telephone conference, the Firm declined the engagement, and no formal engagement letter was executed. The matter was marked as "Declined — No Engagement" in the Firm's records on April 2, 2021. No confidential information was received from Hailong Heavy Industries Co., Ltd. in connection with the preliminary assessment; the sole communication consisted of publicly available information regarding the proposed acquisition target and a general inquiry regarding CFIUS jurisdictional thresholds. No attorney-client relationship was formed with Hailong Heavy Industries Co., Ltd.	No conflict. Cleared.

CALDERWOOD & HARKNESS LLP
CONFIDENTIAL — ATTORNEY WORK PRODUCT
MEMORANDUM
TO: James Prentice, Partner — International Trade & Sanctions Practice Group Sandra Tung, Partner — International Trade & Sanctions Practice Group
FROM: Office of the General Counsel — Conflicts Department Rachel M. Fleischer, Deputy General Counsel — Conflicts
DATE: September 20, 2022
RE: Conflict Check Results — New Matter: Thalassa Shipping & Logistics SA — Customs Classification and Valuation Dispute
Matter No.: C&H-2022-ITS-04781 (Proposed)
1. Request
On September 18, 2022, the International Trade & Sanctions Practice Group submitted a new matter intake form requesting that the Conflicts Department conduct a comprehensive conflict of interest check in connection with the proposed engagement of Thalassa Shipping & Logistics Société Anonyme ("TSL" or the "Proposed Client") as a new client of the Firm. The proposed engagement concerns the representation of TSL in a customs classification and valuation dispute pending before the Hellenic Customs Authority, known as the AADE — the Independent Authority for Public Revenue (Ανεξάρτητη Αρχή Δημοσίων Εσόδων) of the Hellenic Republic. The dispute relates to the classification and declared customs value of certain marine cargo-handling equipment imported by TSL through the Port of Piraeus, and TSL seeks the Firm's counsel in connection with administrative proceedings, potential appellate review before the Greek Administrative Courts, and related advisory work concerning EU customs valuation methodology under Council Regulation (EU) No. 952/2013 (the Union Customs Code).
In accordance with the Firm's Conflict of Interest Policies and Procedures Manual (Rev. 14, effective January 1, 2022) and the applicable Rules of Professional Conduct, the following entities and individuals were submitted by the requesting partners and run through the Firm's centralized conflicts database (Greaves Services Inc. — Calderwood & Harkness Instance, Version 6.4.2):
Parties Checked.  
The foregoing list reflects all parties, affiliates, and related persons identified by the requesting partners in the new matter intake form as well as supplemental information provided by Sandra Tung via electronic mail on September 18, 2022, at 4:47 p.m. (EDT). The Conflicts Department confirmed the completeness of the party list with both requesting partners prior to initiating the database search.
2. Results
The Firm's conflicts database was searched on September 19, 2022, using standard and variant name searches, entity registration number searches, and individual name cross-reference searches in accordance with the Firm's established conflict-checking protocols. All active offices of the Firm — New York, Washington, D.C., London, Hong Kong, Brussels, and Frankfurt — were included in the search. Results returned as follows.
2(a). No Active Conflicts Identified
Following a thorough review of the search results and all underlying matter records, the Conflicts Department has determined that no current client engagement, adverse representation, or business relationship was identified with respect to any party listed in Section 1 above. Specifically:
•  The Firm does not currently represent, and has no open matter for, any party that is adverse or potentially adverse to TSL in the proposed engagement, including the AADE, Meridian & Drakos Dikigiriko Grafeio, or any of their respective principals, partners, or associates.
•  The Firm does not currently represent any party whose interests are, or could reasonably be expected to become, materially adverse to TSL's interests in connection with the customs classification and valuation dispute that is the subject of the proposed engagement.
•  The Firm does not currently maintain any engagement, consulting arrangement, or business relationship with the opposing counsel firm (Meridian & Drakos Dikigiriko Grafeio), the proposed local counsel firm (Vournas & Theodorakis Dikigiriko Grafeio), or any of the identified expert witnesses or consulting firms (Argonaut Trade Consulting GmbH, Kestrel & Palladian LLP).
•  No current representation of the equipment manufacturer, Hailong Heavy Industries Co., Ltd., or any of its affiliates, officers, or employees was identified.
•  No current representation of any governmental entity of the Hellenic Republic, including the AADE, the Ministry of Finance, or any subordinate or affiliated public body, was identified.
2(b). Informational Hits — Prior Representations (Closed Matters)
The conflicts database search returned two informational hits relating to prior or preliminary matters involving parties on the checked list. These hits are detailed below, together with the Conflicts Department's assessment of each.
No other informational hits, including hits on dormant, inactive, or administratively closed matters, were returned by the database search.
2(c). Lateral Hire Screen
In accordance with Section 7.3 of the Firm's Conflict of Interest Policies and Procedures Manual, the Conflicts Department reviewed the lateral hire disclosures and prior-firm representation records of all attorneys assigned, or proposed to be assigned, to the TSL matter. The results of this review are set forth below.
Christy Bauer, Lead Associate — Intellectual Property Group:
Ms. Bauer joined Calderwood & Harkness LLP in July 2021 as a lateral associate from Whitfield & Garza LLP, where she practiced in the firm's intellectual property litigation group. At the time of her lateral onboarding, Ms. Bauer submitted a complete prior-firm representation disclosure, which was reviewed and cleared by the Conflicts Department on June 28, 2021 (Lateral Clearance Ref. No. LAT-2021-0114). A review of Ms. Bauer's prior-firm disclosure confirms that no matters handled by Ms. Bauer at Whitfield & Garza LLP involved any of the parties, affiliated entities, or individuals listed in Section 1 of this memorandum. No ethical screen is required with respect to Ms. Bauer's participation in the proposed engagement.
Garrett Simmons, Working Associate — Tax Group:
Mr. Simmons joined Calderwood & Harkness LLP in September 2020 directly from law school (Columbia Law School, J.D. 2020). He has no prior law firm employment, and accordingly, there are no prior-firm representations to review. No ethical screen is required with respect to Mr. Simmons's participation in the proposed engagement.
3. Conclusion
Based on the foregoing analysis, and having conducted a comprehensive search of the Firm's conflicts database across all active offices and reviewed all returned results, informational hits, and lateral hire records, the Conflicts Department hereby clears the proposed engagement of Thalassa Shipping & Logistics Société Anonyme (TSL) as a new client of the Firm, under proposed matter number C&H-2022-ITS-04781, with no restrictions on the scope or staffing of the engagement.
No conflict waivers are required from any current or former client of the Firm.
No ethical screens are required with respect to any attorney assigned or proposed to be assigned to the matter.
The requesting partners are reminded that the obligation to identify and report potential conflicts of interest is ongoing throughout the duration of the engagement. Should additional parties, affiliated entities, or related individuals be identified at any point during the representation — including, without limitation, additional government officials, co-respondents, intervenors, witnesses, or consulting professionals — the requesting partners must promptly submit a supplemental conflict check request to the Conflicts Department in accordance with Section 4.6 of the Firm's Conflict of Interest Policies and Procedures Manual.
This memorandum constitutes the final conflict clearance for the proposed matter. The engagement letter may now be issued and the matter may be opened in the Firm's timekeeping and billing systems upon execution of the engagement letter by the Proposed Client.
CALDERWOOD & HARKNESS LLP Office of the General Counsel — Conflicts Department
By: ________
Name: Rachel M. Fleischer
Title: Deputy General Counsel — Conflicts
Date: ________
CONFIDENTIAL — ATTORNEY WORK PRODUCT. This memorandum is prepared by the Office of the General Counsel of Calderwood & Harkness LLP for internal use only and is protected by the attorney-client privilege and the work product doctrine. This memorandum shall not be disclosed to any person outside of the Firm without the prior written authorization of the General Counsel. Distribution is limited to the addressees and to such other Firm personnel as have a need to know in connection with the referenced matter.
Category | Name
Client | Thalassa Shipping & Logistics Société Anonyme (A.E., Greece — Piraeus Commercial Registry No. 78214/06/B/09/42; AFM 094827361; EORI GR094827361000)
Client principal | Nikolaos Andreadis (Chairman & CEO, TSL)
Client principal | Elena Papadimitriou (CFO, TSL)
Client principal | Dimitrios Sarantopoulos (VP Procurement & Supply Chain, TSL)
Affiliated entity | Andreadis Family Holdings LLC (Delaware File No. 5847291)
Affiliated entity | Nereus Maritime Advisory Limited (Cyprus Company No. HE 387214)
Affiliated individual | Eleni Andreadis (Non-Executive Director, Nereus; daughter of Nikolaos Andreadis)
Affiliated individual | Georgios Andreadis (Member (15%), AFH; son of Nikolaos Andreadis)
Affiliated individual | Konstantinos Melas (Managing Director, Nereus)
Equipment manufacturer | Hailong Heavy Industries Co., Ltd. (Unified Social Credit Code: 91330211MA2GR8KT5X)
Manufacturer contact | Wei Junhao (Export Sales Director, Hailong)
Government party | AADE (Independent Authority for Public Revenue, Hellenic Republic)
Opposing counsel | Meridian & Drakos Dikigiriko Grafeio
Opposing counsel attorney | Panagiotis Drakos (Senior Partner; Athens Bar No. 29481)
Opposing counsel attorney | Irini Konstantinou (Associate)
Proposed local counsel | Vournas & Theodorakis Dikigiriko Grafeio
Proposed local counsel attorney | Alexandros Vournas (Managing Partner; Athens Bar No. 18744)
Proposed local counsel attorney | Maria-Christina Georgiou (Associate; Athens Bar No. 42917)
Proposed expert | Argonaut Trade Consulting GmbH
Proposed expert | Dr. Lukas Brenner (Managing Director, Argonaut)
Proposed expert | Kestrel & Palladian LLP
Proposed expert | Spyros Makris (Partner — Indirect Tax & Customs Valuation, K&P)
Customs broker | Peloros Customs Agency Société Anonyme (EORI: GR801234567000)
Customs broker contact | Stavros Liapis (Licensed Customs Broker No. GR-CB-1287)
Lender | Compass Maritime Bank Société Anonyme
Lender contact | Andreas Papathanasiou (Relationship Manager — Shipping & Logistics Division)
Insurance broker | Aether Insurance Brokers Limited
Insurance carrier | Oceanos Underwriters Société Anonyme
Hit | Details | Assessment
Hit 1: Compass Maritime Bank SA | The Firm's London office (25 Finsbury Square, London EC2A 1DU) represented Compass Maritime Bank Société Anonyme in a syndicated lending transaction, assigned matter number C&H-2019-BF-02114 (the "Compass Syndicated Lending Matter"). The engagement involved the structuring and documentation of a multi-tranche syndicated credit facility for an unrelated borrower in the offshore energy sector. That matter was completed and formally closed in the Firm's records on March 12, 2020. No current engagement with Compass Maritime Bank SA exists, and no post-closing advisory or other work has been performed since the matter's closure. Importantly, the proposed representation of TSL is not adverse to Compass Maritime Bank SA. To the contrary, Compass Maritime Bank SA serves as TSL's primary revolving credit facility lender under a €75,000,000 senior secured revolving credit facility agreement dated September 1, 2020. TSL's notification to Compass Maritime Bank under the facility's material litigation disclosure clause (applicable threshold: claims or exposures exceeding €2,000,000) is anticipated as a routine compliance step in the current engagement — this notification does not constitute, and is not reasonably expected to give rise to, any adverse action, claim, or dispute between TSL and the bank. No confidential information received from Compass Maritime Bank SA in connection with the prior closed matter (C&H-2019-BF-02114) is relevant to, or could reasonably be used in connection with, the proposed TSL engagement. | No conflict. Cleared.
Hit 2: Hailong Heavy Industries Co., Ltd. | The Firm's New York office (400 Lexington Avenue, New York, NY 10170) was approached by Hailong Heavy Industries Co., Ltd. in or about March 2021 for a preliminary assessment regarding the potential applicability of review by the Committee on Foreign Investment in the United States (CFIUS) to a proposed acquisition by Hailong of a U.S.-based marine equipment component manufacturer. The preliminary assessment was assigned tracking number C&H-2021-RA-03502 for administrative purposes. Following an initial evaluation and a single introductory telephone conference, the Firm declined the engagement, and no formal engagement letter was executed. The matter was marked as "Declined — No Engagement" in the Firm's records on April 2, 2021. No confidential information was received from Hailong Heavy Industries Co., Ltd. in connection with the preliminary assessment; the sole communication consisted of publicly available information regarding the proposed acquisition target and a general inquiry regarding CFIUS jurisdictional thresholds. No attorney-client relationship was formed with Hailong Heavy Industries Co., Ltd. | No conflict. Cleared.

CALDERWOOD & HARKNESS LLP

MEMORANDUM

Record

Parties

Dates

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