1044-00005 · Client 1044 · Engagement & Administration

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CALDERWOOD & HARKNESS LLP

400 Lexington Avenue New York, NY 10170

25 Finsbury Square London EC2A 1DU, United Kingdom

Avenue Louise 480 1050 Brussels, Belgium

September 22, 2022

Mr. Nikolaos Andreadis Chairman & Chief Executive Officer Thalassa Shipping & Logistics SA 47 Akti Miaouli 185 35 Piraeus, Greece

Ms. Elena Papadimitriou Chief Financial Officer Thalassa Shipping & Logistics SA 47 Akti Miaouli 185 35 Piraeus, Greece

Re: Engagement of Calderwood & Harkness LLP — Customs Classification and Valuation Dispute Matter No.: C&H-2022-ITS-04781

Dear Mr. Andreadis and Ms. Papadimitriou:

We are pleased to confirm that Calderwood & Harkness LLP ("C&H" or the "Firm") has been engaged to represent Thalassa Shipping & Logistics SA ("TSL" or the "Company") in connection with the customs classification and valuation dispute arising from Additional Duty Assessment Notices AADE/ADAN/2022/0073 and AADE/ADAN/2022/0074, each dated August 12, 2022, issued by the Independent Authority for Public Revenue (Ανεξάρτητη Αρχή Δημοσίων Εσόδων, "AADE") of the Hellenic Republic (collectively, the "Assessment Notices," and the underlying matter, the "Dispute"). This letter sets forth the terms and conditions upon which C&H will provide legal services to TSL in connection with the Dispute. We ask that you review this letter carefully and, if the terms are acceptable to the Company, execute and return a countersigned copy to us as described in Section 10 below.

1. Scope of Engagement

The Firm has been engaged to provide the following legal services in connection with the Dispute:

(a) Analysis of the AADE audit findings and the Additional Duty Assessment Notices relating to the customs classification and valuation of marine cargo-handling equipment imported by TSL from Hailong Heavy Industries Co., Ltd. (the "Supplier") during the period from January 2019 through July 2022, including a comprehensive review of all supporting documentation, customs declarations, commercial invoices, transport documents, certificates of origin, and related import records;

(b) Preparation and filing of administrative objections (ενδικοφανείς προσφυγές) to the Assessment Notices before AADE's Directorate of Resolution of Disputes (Διεύθυνση Επίλυσης Διαφορών, "DED"), in accordance with applicable Greek administrative procedure and EU customs law, including the preparation of all written submissions, supporting legal memoranda, factual exhibits, and expert reports necessary for such proceedings;

(c) Preparation and filing of a Binding Tariff Information ("BTI") application under Article 33 of the Union Customs Code (Regulation (EU) No. 952/2013) and Commission Delegated Regulation (EU) 2015/2446, and the prosecution of such application through issuance of a binding classification decision, including any related engagement with the Directorate-General for Taxation and Customs Union ("DG TAXUD") of the European Commission should the application raise questions that are referred for coordinated classification at the EU level;

(d) Coordination with and oversight of local Greek counsel, Vournas & Theodorakis Dikigiriko Grafeio ("V&T"), which has been retained by C&H on behalf of TSL to handle local filings, Greek-language procedural submissions, service of documents on Greek governmental authorities, and such other Greek-law procedural matters as may arise in the course of the engagement;

(e) Retention and coordination of independent customs classification and valuation experts, including Argonaut Trade Consulting GmbH ("Argonaut"), which will serve as the Firm's classification expert with respect to the appropriate tariff heading and subheading for the marine cargo-handling equipment at issue, and Kestrel & Palladian LLP ("Kestrel"), which will serve as the Firm's valuation expert with respect to the customs value of the imported equipment, including transaction value analysis, deductive value methodology, and any adjustments to declared value asserted by AADE;

(f) Analysis of and correspondence regarding insurance coverage potentially available to TSL under its Financial Lines Policy (Policy No. OUW-FL-2021-4488) with Oceanos Underwriters SA, including review of policy terms, conditions, exclusions, and notice requirements, and the preparation and submission of any claim notice or reservation of rights correspondence to the insurer relating to the Dispute;

(g) Analysis of financial covenant implications arising from the Dispute under TSL's revolving credit facility agreement dated March 15, 2021, with Compass Maritime Bank SA (as administrative agent and lender), including evaluation of whether the Assessment Notices and any related liabilities give rise to notice obligations, default or potential default events, or financial covenant compliance concerns, and assistance with the preparation and delivery of any related lender notifications required under the credit facility;

(h) Analysis of potential indemnification rights available to TSL against Peloros Customs Agency S.A. ("Peloros"), TSL's customs broker of record for the relevant import transactions, arising under the Customs Brokerage Services Agreement dated January 8, 2019, between TSL and Peloros, including assessment of any contractual indemnification provisions, limitations on liability, and related factual and legal issues; and

(i) Such other matters as may arise in connection with the Dispute and are mutually agreed upon between the Firm and TSL.

Notwithstanding the foregoing, the scope of this engagement expressly excludes the following: (i) representation of TSL in any criminal investigation or criminal proceeding, whether initiated by AADE, the Greek public prosecutor, or any other authority; (ii) representation of TSL in any matter unrelated to the Dispute as defined herein; and (iii) the commencement or prosecution of any affirmative litigation or claim against third parties, including without limitation Peloros Customs Agency S.A., Hailong Heavy Industries Co., Ltd., or any other entity, unless the scope of this engagement is expanded by a separate written agreement between the Firm and TSL. The analysis described in paragraph (h) above is limited to an assessment of TSL's indemnification rights and does not constitute authorization to file suit or initiate arbitration proceedings against Peloros.

2. Engagement Team

The following attorneys will serve as the primary members of the C&H engagement team for this matter:

James Prentice, Partner — Mr. Prentice will serve as the Responsible Partner for this engagement. In that capacity, he will provide overall supervision of the engagement, strategic direction, and senior-level involvement in all critical submissions, hearings, and settlement discussions. Mr. Prentice will serve as the primary point of contact for TSL's senior management on significant legal and strategic developments.

Sandra Tung, Partner — Ms. Tung will serve as the Billing Partner for this engagement. In addition to her substantive contributions to the legal work, Ms. Tung will oversee engagement economics, fee arrangements, and invoice preparation and review. She will be available to discuss billing matters and fee estimates with Ms. Papadimitriou or her designee.

Christy Bauer, Senior Associate — Ms. Bauer will serve as the Lead Associate on this engagement. Her primary areas of responsibility will include tariff classification research, preparation of the BTI application, technical trade-law analysis under the Union Customs Code and the Combined Nomenclature, and coordination with Argonaut Trade Consulting GmbH on classification expert work.

Garrett Simmons, Associate — Mr. Simmons will serve as a Working Associate on this engagement. His primary areas of responsibility will include customs valuation analysis, transfer pricing considerations as they bear on customs value, duty calculations and financial impact modeling, and analysis of the insurance coverage and credit facility matters described in Sections 1(f) and 1(g) above.

From time to time, other attorneys and professional staff of the Firm may be called upon to assist with specific aspects of the engagement as the needs of the matter require. This may include associates, counsel, and paralegals with relevant expertise in EU customs law, international trade, insurance coverage, or financial services regulation. We will inform TSL of any material changes to the composition of the engagement team, including the addition or departure of any attorney who is expected to play a significant role in the matter.

3. Fee Arrangements

(a) Hourly Rates

Fees for professional services rendered by C&H in connection with this engagement will be based on the time devoted to the matter by the attorneys and professional staff assigned to it, billed at the current hourly rates for each such timekeeper. The hourly rates currently in effect for the primary members of the engagement team, as well as the range for paralegal and professional staff, are set forth below. These rates became effective January 1, 2022.

The Firm's standard hourly rates are subject to periodic adjustment, typically effective as of January 1 of each calendar year. The Firm will provide TSL with advance written notice of any rate changes that will be applied to this engagement, and any adjusted rates will apply only to services rendered on or after the effective date of the adjustment.

(b) Expenses. TSL will be responsible for the reimbursement of all reasonable out-of-pocket expenses incurred by C&H in connection with this engagement. Such expenses include, without limitation: travel expenses, including airfare, hotel accommodations, ground transportation, and meals incurred in connection with travel to Piraeus, Athens, Brussels, or other locations as required by the matter; courier and postage charges; translation and interpretation services, including the translation of Greek-language filings, regulatory correspondence, and evidentiary documents; filing fees and governmental charges; expert fees and costs, to the extent that the relevant experts are engaged through the Firm and their fees are not invoiced directly to TSL; and document production, review, and hosting costs, including electronic discovery platforms if required. All out-of-pocket expenses will be billed at cost, without markup.

The fees and expenses of V&T (local Greek counsel) and the retained experts (Argonaut Trade Consulting GmbH and Kestrel & Palladian LLP) will be billed through this engagement unless TSL elects, by written notice to C&H, to engage and pay those service providers directly. Under the current arrangement, V&T's professional fees and disbursements will be passed through to TSL with a detailed breakdown of the work performed, the timekeepers involved, the hours expended, and the applicable rates. The fees of Argonaut Trade Consulting GmbH and Kestrel & Palladian LLP are currently expected to be invoiced directly by those firms to TSL, unless the parties agree otherwise. In the event that any expert's fees are billed through C&H, the Firm will pass through such fees at cost, without markup, and will provide TSL with copies of the underlying invoices. C&H will exercise reasonable oversight over the scope and cost of work performed by local counsel and retained experts, but will not guarantee or be responsible for the amount of their fees.

(d) Invoicing and Payment

C&H will render monthly invoices for all professional fees and reimbursable expenses incurred during the preceding calendar month. Invoices will provide a description of the services rendered, the timekeepers involved, the hours expended, and the applicable rates, together with an itemized statement of reimbursable expenses. All invoices will be denominated in United States dollars.

Payment of each invoice is due within thirty (30) days of the invoice date. Amounts not paid within that period may, at the Firm's discretion, accrue interest at the rate of one percent (1%) per month or the maximum rate permitted by applicable law, whichever is less, from the date of the invoice until paid in full.

Payment should be made by wire transfer to the following account:

Bank: Excalibur National Bank, N.A. Account Name: Calderwood & Harkness LLP — Client Trust Account Account No.: 4871-2209-0063 ABA Routing No.: 021-000-487 SWIFT Code: EXNBUS33

TSL should notify Ms. Tung or her designee promptly upon initiation of any wire transfer so that the Firm can confirm receipt of funds. TSL's obligation to pay for legal services and expenses is not contingent upon the outcome of the Dispute or any proceeding arising from it.

(e) Fee Estimate

Based on our current understanding of the Dispute and the scope of work described in Section 1, we estimate that the Firm's total professional fees for the initial phase of the engagement — through the filing and resolution of the BTI application and the administrative objections before the DED, but excluding any appeal to the Administrative Court of First Instance of Piraeus (Διοικητικό Πρωτοδικείο Πειραιά) or any subsequent appellate proceedings — will be in the range of $550,000 to $850,000. This estimate is necessarily dependent on a number of factors that cannot be predicted with certainty at this time, including the complexity and duration of the DED proceedings, the extent to which AADE contests or supplements the factual and legal basis for the Assessment Notices during the administrative phase, the scope and timing of any DG TAXUD involvement in the BTI application process, and the volume and complexity of documentary evidence that must be reviewed, analyzed, and submitted.

This estimate does not include local counsel fees, expert fees, or out-of-pocket expenses, which are estimated at approximately €200,000 to €350,000 in the aggregate for the initial phase. Local counsel and expert fee estimates have been developed in consultation with V&T, Argonaut, and Kestrel, respectively, and are subject to the same uncertainties described above.

The foregoing estimates are provided solely for budgeting purposes and do not constitute a fee cap, a fixed fee, or a maximum fee commitment. Actual fees and expenses may be higher or lower than estimated depending on the course of the proceedings, the actions taken by AADE and other parties, and other developments in the matter. We will keep TSL informed of the status of fees and expenses on an ongoing basis and will promptly advise if we believe that actual fees are likely to materially exceed the estimated range.

4. Client Responsibilities

The effectiveness of our representation depends in significant part on the cooperation and support of TSL and its personnel. Accordingly, TSL agrees to the following:

(a) TSL will cooperate fully with the Firm and its agents, including local counsel and retained experts, in the conduct of this matter, and will provide such cooperation in a timely manner so as not to prejudice the progress or outcome of the Dispute.

(b) TSL will provide complete and timely access to all documents, records, data, and information reasonably requested by the Firm in connection with this engagement, including without limitation customs declarations, commercial invoices, bills of lading, certificates of origin, purchase orders, internal correspondence, financial records, and any other materials relevant to the classification, valuation, and importation of the marine cargo-handling equipment at issue.

(c) TSL will identify and make available key personnel for interviews, factual development, and such other purposes as the Firm may reasonably require. This includes, without limitation, personnel with knowledge of the procurement, importation, customs clearance, and deployment of the equipment at issue, as well as personnel with responsibility for TSL's financial reporting, insurance, and banking relationships.

(d) TSL will notify C&H promptly — and in any event within two (2) business days — of any communications received from AADE, Meridian & Drakos (AADE's external advisors), the public prosecutor, Peloros Customs Agency S.A., Hailong Heavy Industries Co., Ltd., or any other governmental authority or third party relating to or that may reasonably be expected to relate to the Dispute.

(e) TSL will not communicate directly with AADE, its officers, agents, or counsel regarding the substance of the Dispute without prior consultation with C&H. All substantive communications with AADE and its representatives should be channeled through the Firm or through V&T at the Firm's direction. This restriction is essential to the preservation of privilege and the effective management of the Company's legal position.

5. Confidentiality and Privilege

All communications between C&H and TSL in connection with this engagement are intended to be privileged and confidential, whether such communications are characterized as attorney-client privileged communications, attorney work product, litigation preparation materials, or otherwise protected from disclosure under applicable law. This includes, without limitation, written correspondence, electronic mail, memoranda, legal analyses, strategy discussions, draft filings, and oral communications between attorneys, clients, and agents of either party made in furtherance of the provision of legal advice.

The protection of attorney-client privilege and work product doctrine is of critical importance in this matter. TSL should take care to maintain the confidentiality of all such communications and to avoid the disclosure or forwarding of privileged communications to third parties, including TSL's auditors, insurers, lenders, business partners, or other outside advisors, without prior consultation with C&H. Disclosure of privileged communications to third parties may, under certain circumstances, result in a waiver of the privilege with respect to the disclosed communications and, potentially, related subject matter. We are available to advise TSL on the scope and application of privilege protections in any specific situation that may arise.

6. Conflicts of Interest

Prior to accepting this engagement, the Firm conducted a conflicts check in accordance with its standard procedures and the applicable rules of professional conduct. Based on that review, the Firm has not identified any conflict of interest or any other impediment that would preclude our representation of TSL in connection with the Dispute as described herein.

C&H is a large international law firm with a diverse practice and client base. It is possible that, during the course of this engagement, a conflict or potential conflict of interest may arise as a result of the Firm's representation of other clients in unrelated matters. If any such conflict or potential conflict is identified, C&H will promptly notify TSL in writing and will take appropriate steps in accordance with applicable professional responsibility rules, including, where appropriate, seeking the informed consent of affected parties or, if consent cannot be obtained or is not appropriate, declining or withdrawing from the conflicting representation.

7. Data Protection

In connection with this engagement, C&H may process personal data of TSL's employees, officers, directors, representatives, and other individuals. Such processing may include the collection, storage, use, transfer, and disclosure of personal data for purposes directly related to the provision of legal services under this engagement letter, including the conduct of factual investigations, the preparation of legal filings and submissions, communications with courts and governmental authorities, and compliance with the Firm's own legal and regulatory obligations.

All processing of personal data by C&H will be conducted in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the "General Data Protection Regulation" or "GDPR") and applicable national data protection laws, including those of the Hellenic Republic, the United Kingdom, the United States, and Belgium, to the extent applicable. The Firm has implemented appropriate technical and organizational measures to ensure the security and confidentiality of personal data processed in connection with its client engagements.

Additional information regarding the Firm's data protection practices, the legal bases for processing, data subject rights, and international data transfers is available in the C&H Privacy Policy, which is published at www.calderwoodharkness.com/privacy.

8. Termination

Either party may terminate this engagement at any time upon written notice to the other party. In the event that TSL terminates this engagement, or in the event that C&H withdraws from the engagement for any reason permitted by applicable professional responsibility rules, TSL shall remain responsible for the payment of all fees and expenses incurred through the effective date of termination, including any fees and expenses of local counsel and retained experts that have been incurred through that date and are billable through this engagement.

Upon termination of this engagement, C&H will cooperate with TSL in an orderly transition of the matter to successor counsel designated by TSL. Such cooperation will include the prompt transfer of all client files, documents, and materials in the Firm's possession, subject to C&H's right to retain copies of such materials for its own records in accordance with applicable professional responsibility rules and the Firm's document retention policies. TSL acknowledges that, in the event of termination, any pending deadlines, filing requirements, or other time-sensitive obligations must be addressed in a timely manner by TSL or its successor counsel, and that C&H's obligation to provide legal services will cease as of the effective date of termination, subject to any obligations to take reasonable steps to protect the client's interests during the transition period as required by applicable rules of professional conduct.

9. Governing Law

This engagement letter and the terms and conditions of the Firm's engagement by TSL shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflict of law principles that would require the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this engagement letter or the Firm's provision of legal services hereunder shall be subject to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, New York County, or the United States District Court for the Southern District of New York, and each party hereby consents to the personal jurisdiction of such courts.

10. Acceptance

If the foregoing terms and conditions are acceptable to TSL, please indicate the Company's agreement by signing and returning a copy of this letter in the space provided below. A countersigned copy of this letter may be transmitted by email (in PDF format) to James Prentice at james.prentice@calderwoodharkness.com, with a copy to Sandra Tung at sandra.tung@calderwoodharkness.com. We will consider this engagement effective upon our receipt of a duly executed copy of this letter.

We are very much looking forward to working with you and your team on this important matter. We believe that TSL has strong grounds on which to challenge the Assessment Notices, and we are confident that a well-prepared and vigorously pursued defense will position the Company favorably in the proceedings ahead. Please do not hesitate to contact either of us with any questions regarding this letter or the engagement generally.

Very truly yours,