1044-00005 · Client 1044 · Engagement & Administration

local-counsel-retention-letter.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP Avenue Louise 480 1050 Brussels, Belgium

Tel: +32 (0)2 743 8800

Fax: +32 (0)2 743 8801

www.calderwoodharkness.com

September 28, 2022

Mr. Alexandros Vournas Managing Partner Vournas & Theodorakis Dikigiriko Grafeio 22 Academias Street 106 71 Athens, Greece

Re: Retention as Local Greek Counsel — Thalassa Shipping & Logistics SA Customs Dispute C&H Matter No.: C&H-2022-ITS-04781

Dear Mr. Vournas:

As you are aware, Calderwood & Harkness LLP ("C&H") represents Thalassa Shipping & Logistics Société Anonyme ("TSL"), a Greek société anonyme (ανώνυμη εταιρεία / A.E.) headquartered at 47 Akti Miaouli, 185 35 Piraeus, Greece (EORI No. GR094827361000; AFM: 094827361; Piraeus Commercial Registry No. 78214/06/B/09/42). TSL is currently engaged in a customs classification and valuation dispute (the "Dispute") with the Independent Authority for Public Revenue of the Hellenic Republic (AADE / Ανεξάρτητη Αρχή Δημοσίων Εσόδων).

The Dispute arises from two additional duty assessment notices issued by the Piraeus Regional Customs Office of AADE, located at 2 Karaoli & Dimitriou Street, 185 31 Piraeus, Greece, under the supervision of Chief Customs Auditor Ms. Aikaterini Vlachopoulou. Specifically, the assessment notices at issue are Additional Duty Assessment Notice No. AADE/ADAN/2022/0073, pertaining to tariff classification, and Additional Duty Assessment Notice No. AADE/ADAN/2022/0074, pertaining to customs valuation, each dated August 12, 2022. These Assessment Notices were issued in connection with post-clearance audit file AADE/DTE/2022/PIR-04518 conducted by the Piraeus Regional Customs Office.

The Dispute concerns the tariff classification and customs valuation of specialized marine cargo-handling equipment (forty-seven (47) units total, including twelve (12) ship-to-shore ("STS") gantry cranes, eighteen (18) rubber-tyred gantry ("RTG") cranes, and eight (8) automated stacking crane ("ASC") systems) imported from Hailong Heavy Industries Co., Ltd. (Ningbo, People's Republic of China) during the period from 2019 through 2022. The potential additional duty assessments amount to approximately €14.7 million on a high-end exposure basis, inclusive of penalties of up to approximately €4.41 million.

AADE has retained as its external legal advisors Meridian & Drakos Dikigiriko Grafeio (Panagiotis Drakos, Senior Partner, Athens Bar Registration No. 29481; and Irini Konstantinou, Associate), with offices at 15 Stadiou Street, 105 62 Athens, Greece.

The purpose of this letter is to confirm the engagement of Vournas & Theodorakis Dikigiriko Grafeio ("V&T") as local Greek counsel to TSL in the Dispute, under C&H's coordination and overall strategic oversight, on the terms set forth below.

1. Scope of Engagement

V&T will serve as TSL's local Greek counsel, under C&H's coordination and oversight, for the matters described in this Section 1. The scope of the engagement encompasses the following:

(a) Administrative Objections

V&T will be responsible for the preparation, filing, and prosecution of administrative objections before the Directorate of Resolution of Disputes (Διεύθυνση Επίλυσης Διαφορών / "DED") of AADE, challenging each of the two Assessment Notices described below:

(i) Assessment Notice AADE/ADAN/2022/0073 (Classification). This Assessment Notice concerns the reclassification by AADE of twelve (12) STS gantry cranes and eight (8) ASC systems from Combined Nomenclature ("CN") heading 8426 41 00 (self-propelled cranes; other machinery, on tyres) to CN heading 8428 90 90 (other lifting, handling, loading or unloading machinery), resulting in additional customs duties assessed in the amount of €1,478,400.

(ii) Assessment Notice AADE/ADAN/2022/0074 (Valuation). This Assessment Notice concerns adjustments to the customs value of the imported equipment totaling €9,940,000, comprising the following components: (A) €4,900,000 in technology license fees paid by TSL to Hailong Heavy Industries Co., Ltd. that AADE has determined should be included in the customs value as a condition of sale; (B) €2,940,000 in procurement coordination fees paid to Nereus Maritime Advisory Limited that AADE has determined constitute buying commissions improperly excluded from customs value; and (C) €2,100,000 in commissioning services performed by Hailong personnel at the Piraeus port facility that AADE has determined form part of the transaction value. The resulting additional customs duties assessed under this notice amount to €218,680.

The administrative objections will be filed pursuant to Article 44 of Regulation (EU) No. 952/2013 of the European Parliament and of the Council of 9 October 2013 laying down the Union Customs Code ("UCC"), and Article 63 of Law 4174/2013 (Greek Tax Procedure Code / Κώδικας Φορολογικής Διαδικασίας), as applicable. V&T will ensure compliance with all prescribed deadlines and procedural requirements for such objections, including the preparation of any supporting documentation, factual declarations, and legal memoranda that may be required by the DED.

(b) Binding Tariff Information Application

V&T will prepare and file a Binding Tariff Information ("BTI") application under Article 33 of Regulation (EU) No. 952/2013 (Union Customs Code) with the Piraeus Regional Customs Office of AADE, or such other competent customs authority as may be appropriate. The BTI application will seek a binding ruling that the STS gantry cranes and ASC systems at issue are properly classified under CN heading 8426 (and specifically CN 8426 19 00 for rail-mounted lifting, handling, loading, and unloading equipment), carrying a 0% Most-Favoured-Nation ("MFN") duty rate under the Common Customs Tariff, rather than under CN heading 8428 90 90 at a 2.2% MFN duty rate as contended by AADE. V&T will coordinate closely with C&H and the retained classification expert (referenced in Section 3 below) in preparing the technical specifications, product descriptions, functional analyses, and legal arguments to be submitted in support of the BTI application.

In the event of an unfavorable decision by the DED, or in any circumstance in which judicial review becomes necessary or advisable, V&T will represent TSL before the Administrative Court of First Instance of Piraeus (Διοικητικό Πρωτοδικείο Πειραιά) and, if required, before any appellate administrative court of competent jurisdiction. This includes the filing and prosecution of annulment actions (προσφυγή ακυρώσεως) and any applications for interim relief or suspension of enforcement of the Assessment Notices. V&T's representation will also extend to any proceedings before Greek tax tribunals or other administrative judicial bodies that may be seized of matters related to the Dispute.

(d) Procedural Filings and Correspondence

V&T will handle all procedural filings, correspondence, and appearances before Greek administrative and judicial bodies in connection with the Dispute, including the preparation and filing of all necessary documents, submissions, evidence, and notices as may be required under Greek procedural law. V&T will also facilitate communication and document production with AADE, the DED, and opposing counsel (Meridian & Drakos Dikigiriko Grafeio) as directed by C&H. All such filings and correspondence shall be subject to C&H's review and approval as set forth in Section 3 below.

(e) Greek Law Advisory

V&T will advise C&H on matters of Greek administrative law, Greek customs law (Law 2960/2001, as amended / Εθνικός Τελωνειακός Κώδικας), the Greek Tax Procedure Code (Law 4174/2013), and all procedural requirements applicable to the Dispute. Without limiting the generality of the foregoing, this advisory role will include:

(i) Advice on the penalty provisions under Article 147 of the Greek Customs Code (Law 2960/2001), including the calculation methodology, available defences, and potential for reduction or remission of penalties imposed in connection with the Assessment Notices.

(ii) Advice on applicable limitation periods for the issuance of additional duty assessments and the filing of objections and appeals, including any tolling or suspension provisions that may be relevant.

(iii) Advice on the customs broker liability framework under Presidential Decree 67/2000, as relevant to TSL's potential indemnification and contribution rights against Peloros Customs Agency S.A. (EORI: GR801234567000; Licensed Customs Broker: Stavros Liapis, License No. GR-CB-1287), which served as TSL's customs broker for the import transactions at issue.

V&T's advisory services under this subsection will be provided in coordination with C&H's analysis of relevant EU customs law and related matters, and V&T will assist in identifying and analyzing any areas of potential divergence between Greek national implementing measures and applicable EU regulations.

(f) Standstill and Settlement Negotiations

V&T will assist in the negotiation and documentation of any standstill arrangement, settlement agreement, or other resolution of the Dispute with AADE and/or its external counsel, Meridian & Drakos Dikigiriko Grafeio. This includes coordination with respect to any security that may be required during the pendency of the Dispute, such as bank guarantees or cash deposits, and the preparation of any documentation necessary to comply with AADE's requirements for the suspension of enforcement or collection pending resolution of the administrative objections or judicial proceedings.

(g) Other Matters

V&T will undertake such other tasks and responsibilities as C&H may reasonably request from time to time in connection with the Dispute, subject to V&T's professional obligations and capacity constraints, and provided that such requests fall within the general scope of the Dispute as described herein.

Scope Exclusions. For the avoidance of doubt, this engagement does not include, and V&T is not retained to provide, representation in any criminal proceeding, any affirmative litigation against third parties (including, without limitation, Peloros Customs Agency S.A., Nereus Maritime Advisory Limited, or any other entity), or any matter unrelated to the Dispute, unless separately agreed in writing by all relevant parties. Any expansion of the scope of this engagement to encompass additional matters will require a separate written agreement among C&H, V&T, and TSL.

2. Staffing

The following V&T attorneys will serve as the principal timekeepers on this matter:

(a) Alexandros Vournas, Managing Partner (Athens Bar Registration No. 18744). Mr. Vournas is a specialist in Greek administrative and customs law with extensive experience before the Greek administrative courts and AADE. Mr. Vournas will assume senior responsibility for the engagement, provide strategic oversight of all Greek proceedings, and serve as lead counsel for any court appearances and hearing advocacy.

(b) Maria-Christina Georgiou, Associate (Athens Bar Registration No. 42917). Ms. Georgiou will be responsible for day-to-day coordination with C&H, legal research on Greek administrative, customs, and procedural law, drafting of filings, objections, and correspondence, and overall procedural management of the matter within V&T.

V&T may utilize paralegal and support staff as necessary for the efficient handling of the engagement, provided that such staff will work under the direct supervision of the named attorneys.

V&T will promptly notify C&H of any material changes in staffing, including the departure, unavailability, or incapacity of any named attorney. V&T will not assign additional timekeepers to this matter, whether partners, associates, or counsel, without C&H's prior written approval.

3. Reporting and Coordination

Primary Reporting Structure

V&T will report to and take direction from C&H on all substantive legal matters relating to the Dispute. C&H retains overall strategic direction and supervision of the Dispute, and V&T's actions and positions in connection with the Dispute shall at all times be consistent with the strategy and directions provided by C&H. All filings, correspondence, and substantive legal positions prepared by V&T in connection with the Dispute will be submitted to C&H in draft form for review and approval prior to submission to AADE, the DED, any Greek court or administrative body, opposing counsel, or any third party. V&T shall allow reasonable time for C&H's review, and no filing or substantive communication shall be made without C&H's prior written approval, except where urgent procedural deadlines require immediate action, in which case V&T shall notify C&H as promptly as practicable and seek retroactive approval.

Copy Requirements. V&T will copy C&H on all correspondence, whether written or electronic, with AADE, Meridian & Drakos Dikigiriko Grafeio, and any court, tribunal, or governmental body relating to the Dispute. V&T will promptly forward to C&H copies of all documents received from any such entity, including hearing notices, procedural orders, information requests, and any other communications.

C&H Contacts. The primary C&H contacts for this matter are as follows:

(i) Christy Bauer, Senior Associate, intellectual Property Group (christy.bauer@calderwoodharkness.com; direct tel: +32 (0)2 743 8847). Ms. Bauer will serve as the primary C&H contact for matters relating to tariff classification research, the BTI application, and technical trade-law analysis.

(ii) Garrett Simmons, Associate, Tax Group (garrett.simmons@calderwoodharkness.com; direct tel: +32 (0)2 743 8863). Mr. Simmons will serve as the primary C&H contact for matters relating to customs valuation, transfer pricing aspects of the valuation dispute, duty calculations, and financial impact analysis.

The Responsible Partner, who is to be copied on all substantive communications, is:

James Prentice, Partner, Mergers & Acquisitions Group (james.prentice@calderwoodharkness.com; direct tel: +32 (0)2 743 8812). Mr. Prentice has overall supervision and strategic direction of the Dispute on behalf of C&H.

The Billing Partner for this engagement is:

Sandra Tung, Partner, Mergers & Acquisitions Group (sandra.tung@calderwoodharkness.com; direct tel: +32 (0)2 743 8819). Ms. Tung is responsible for engagement economics and all fee-related matters.

Coordination with Experts

V&T will coordinate with the following C&H-retained experts as directed by C&H, including by providing information, documents, and access to relevant proceedings as may be necessary for the experts to carry out their respective mandates:

(a) Argonaut Trade Consulting GmbH (Dr. Lukas Brenner, Managing Director), Friedrichstraße 191, 10117 Berlin, Germany. Argonaut has been retained as an independent customs classification expert to provide technical opinions on the proper CN classification of the STS gantry cranes and ASC systems at issue. V&T will assist in furnishing Argonaut with technical specifications, import documentation, and other materials relating to the imported equipment as may be required for the preparation of Argonaut's expert opinion.

(b) Kestrel & Palladian LLP (Spyros Makris, Partner, Indirect Tax & Customs Valuation Practice), 8 Voukourestiou Street, 106 71 Athens, Greece. Kestrel & Palladian has been retained to provide customs valuation advisory services, including analysis of whether the technology license fees, procurement coordination fees, and commissioning services at issue constitute elements properly includable in the customs value under Articles 70 through 74 of the Union Customs Code and Commission Implementing Regulation (EU) 2015/2447. V&T will facilitate coordination between Kestrel & Palladian and the Greek authorities as directed by C&H.

Prompt Communication. V&T will promptly notify C&H (and in any event within two (2) business days of receipt) of any communication received from AADE, Meridian & Drakos Dikigiriko Grafeio, or any Greek governmental authority relating to the Dispute, including any requests for information, hearing notices, scheduling orders, procedural orders, settlement communications, or any other correspondence or contact. V&T will similarly notify C&H promptly of any developments in the Dispute of which V&T becomes aware through any source, including changes in applicable law or regulation, administrative practice, or the composition of the adjudicatory panel or decision-making authority at the DED or any court.

4. Fee Arrangements

Hourly Rates. V&T's professional fees for services rendered in connection with this engagement will be billed to TSL on a monthly basis at V&T's standard hourly rates as set forth below:

These rates are subject to annual adjustment effective January 1 of each calendar year. V&T will provide C&H and TSL with at least sixty (60) days' advance written notice of any proposed rate changes. No rate increase will take effect with respect to this engagement without the prior written agreement of C&H and TSL.

Invoicing and Payment

V&T invoices may be submitted directly to TSL (with a contemporaneous copy to C&H for review) or routed through C&H for pass-through billing to TSL, at TSL's election. As of the date of this letter, TSL has elected to receive V&T invoices directly. Should TSL wish to change this election at any time during the engagement, C&H will notify V&T accordingly.

All invoices shall be submitted on a monthly basis, within fifteen (15) days following the end of each calendar month. Each invoice shall include detailed time entries showing the date of service, the identity of the timekeeper, a narrative description of the work performed, and the time expended, as well as an itemized description of all disbursements and expenses for which reimbursement is sought. Invoices shall be rendered in Euros and shall include all applicable value-added tax (VAT) as required under Greek law.

The TSL billing contact for purposes of this engagement is:

Elena Papadimitriou Chief Financial Officer Thalassa Shipping & Logistics SA 47 Akti Miaouli 185 35 Piraeus, Greece Tel: +30 210 458 3200

Email: e.papadimitriou@thalassashipping.gr

Payment of V&T invoices shall be due within thirty (30) days of receipt by TSL. In the event of any billing dispute, TSL shall notify V&T and C&H in writing within fifteen (15) days of receipt of the invoice, and the parties shall endeavour to resolve any such dispute promptly and in good faith.

Expenses. In addition to professional fees, TSL will reimburse V&T for all reasonable and documented out-of-pocket expenses incurred in connection with the engagement, including, without limitation, filing fees, court costs, stamp duties, courier and delivery charges, certified translations, travel expenses (economy class airfare, standard hotel accommodation, and reasonable ground transportation), photocopying and printing charges, and other disbursements directly related to the Dispute. All expenses will be billed at cost without mark-up. V&T will obtain C&H's prior approval before incurring any single expense item in excess of €1,500 or any aggregate travel expenses in excess of €3,000 per trip.

5. Privilege and Confidentiality

All communications between V&T, C&H, and TSL, and among their respective attorneys, employees, and agents, in connection with this engagement are intended to be privileged and confidential under applicable Greek and EU law, including attorney-client privilege (δικηγορικό απόρρητο) as recognized under the Greek Code of Lawyers (Law 4194/2013) and applicable EU jurisprudence, as well as work-product protection and litigation privilege.

V&T acknowledges that it is retained as local counsel under C&H's coordination for purposes of a common legal interest in the Dispute, and all communications shared between V&T, C&H, and TSL, including legal analysis, strategy discussions, factual investigations, and work product, shall be protected under applicable legal privileges to the fullest extent permitted by law. The parties intend that the sharing of such communications among V&T, C&H, and TSL shall not constitute a waiver of any applicable privilege or protection.

V&T shall not disclose any confidential information or privileged communications received or generated in connection with this engagement to any third party, including any expert, consultant, or other advisor, without C&H's prior written consent, except as may be strictly required by applicable law, regulation, or order of a court or competent governmental authority. In the event that V&T receives a request, subpoena, or other compulsory process requiring or purporting to require the disclosure of privileged or confidential information, V&T shall promptly notify C&H and TSL and shall cooperate with C&H in opposing or limiting such disclosure to the fullest extent permissible under applicable law.

V&T will maintain appropriate information security measures for all documents, files, communications, and data related to the engagement, including appropriate physical and electronic safeguards, access controls, and data handling procedures consistent with the professional obligations of a Greek law firm handling confidential client matters.

6. Data Protection

In connection with this engagement, V&T may receive and process personal data of TSL employees, officers, directors, and other representatives, as well as personal data of third parties that may be relevant to the Dispute (collectively, "Personal Data"). Such processing will be conducted in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "GDPR"), and with applicable Greek data protection legislation, including Law 4624/2019 implementing certain provisions of the GDPR in Greece.

V&T will process Personal Data only to the extent necessary for the provision of legal services under this engagement and for no other purpose. V&T will implement appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing, accidental loss, destruction, or damage, in accordance with Article 32 of the GDPR. V&T will promptly notify C&H and TSL in the event of any personal data breach (as defined in Article 4(12) of the GDPR) affecting Personal Data processed in connection with this engagement.

To the extent that V&T engages any sub-processor to process Personal Data on its behalf in connection with this engagement, it shall do so only with the prior written consent of C&H and TSL, and shall ensure that appropriate data processing agreements are in place in accordance with Article 28 of the GDPR.

7. Conflicts of Interest

V&T confirms that it has conducted a thorough conflicts check in connection with this engagement and that, based on the results of such review, V&T is not aware of any conflict of interest or any circumstance that would preclude its representation of TSL in the Dispute.

V&T specifically confirms that it does not currently represent, and has not at any time within the past three (3) years represented, any of the following entities or persons in any matter:

(a) AADE (the Independent Authority for Public Revenue of the Hellenic Republic), or any agency, directorate, division, or office thereof;

(b) Meridian & Drakos Dikigiriko Grafeio, or any of its partners, associates, or of counsel attorneys;

(c) Hailong Heavy Industries Co., Ltd. (Ningbo, People's Republic of China), or any of its affiliates, subsidiaries, or parent entities;

(d) Nereus Maritime Advisory Limited;

(e) Peloros Customs Agency S.A.;

(f) Andreadis Family Holdings LLC;

(g) Konstantinos Melas; or

(h) Any principal, officer, director, or controlling shareholder of any of the foregoing entities.

V&T will promptly notify C&H if any actual or potential conflict of interest arises during the course of this engagement, whether with respect to the entities and persons listed above or otherwise. In the event of any conflict or potential conflict, V&T will take all appropriate steps in accordance with applicable Greek professional responsibility rules, including the Code of Lawyers (Law 4194/2013) and any applicable decisions of the Athens Bar Association, to address and resolve such conflict. Where a conflict cannot be resolved to the satisfaction of C&H and TSL, V&T acknowledges that termination of this engagement may be necessary and will cooperate in the orderly transition of the matter to successor counsel.

8. Limitation of Engagement

V&T is engaged solely in connection with the Dispute as defined in this letter. V&T does not assume any obligation to monitor or advise TSL on matters outside the scope of this engagement, including, without limitation, TSL's other customs compliance obligations, tax matters, corporate governance, or commercial activities, unless such matters are separately agreed in writing by C&H, V&T, and TSL.

V&T acknowledges that C&H retains overall strategic direction and supervision of the Dispute and that V&T's role is that of local Greek counsel executing the litigation and administrative strategy developed in coordination with C&H. V&T will not take any action or adopt any position on behalf of TSL in connection with the Dispute that has not been approved by C&H, except where urgent circumstances require immediate action to protect TSL's interests, in which case V&T shall notify C&H as promptly as practicable.

Nothing in this letter shall be construed to create an attorney-client relationship between V&T and C&H, it being understood that V&T's attorney-client relationship is with TSL, and that C&H acts in its capacity as lead counsel to TSL in directing and coordinating V&T's work.

9. Termination

Either C&H (on behalf of TSL) or V&T may terminate this local counsel retention upon thirty (30) days' prior written notice to the other party. In the event of termination by either party, V&T will cooperate fully in the orderly transfer of the matter to successor local Greek counsel designated by C&H, including by promptly delivering to C&H or its designee all files, work product, documents, correspondence, and other client property in V&T's possession or control. V&T will take all reasonable steps to protect TSL's interests during the transition period, including meeting any filing deadlines or procedural requirements that fall within the notice period.

TSL will remain responsible for payment of all fees for professional services rendered and expenses properly incurred by V&T through the effective date of termination, in accordance with Section 4 of this letter. Any termination shall be without prejudice to the parties' rights and obligations under Sections 5 (Privilege and Confidentiality), 6 (Data Protection), and 7 (Conflicts of Interest), which shall survive termination of this engagement.

10. Governing Law

This retention letter, and any disputes arising out of or in connection herewith, shall be governed by and construed in accordance with the laws of the Hellenic Republic, without regard to its conflict of laws principles.

We look forward to working with you and your team on this matter. We believe that V&T's expertise in Greek administrative and customs law will be of considerable value to TSL as this dispute proceeds. If the foregoing terms are acceptable, please indicate V&T's acceptance of this engagement by countersigning this letter in the space provided below and returning a signed copy to the undersigned at your earliest convenience. An electronic copy sent to james.prentice@calderwoodharkness.com will be sufficient for purposes of confirming acceptance, with a hard copy original to follow by courier.

Please do not hesitate to contact me or any of the C&H team members identified in Section 3 should you have any questions regarding the terms of this engagement or the Dispute generally.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: James Prentice

Title: Partner

Date: September 28, 2022

ACCEPTANCE

ACCEPTED AND AGREED:

The undersigned hereby confirms that Vournas & Theodorakis Dikigiriko Grafeio accepts the engagement described in this retention letter and agrees to the terms and conditions set forth herein.

VOURNAS & THEODORAKIS DIKIGIRIKO GRAFEIO

By: ________

Name: Alexandros Vournas

Title: Managing Partner

Date: October 2, 2022

cc: Sandra Tung, Partner, Calderwood & Harkness LLP (sandra.tung@calderwoodharkness.com) Christy Bauer, Senior Associate, Calderwood & Harkness LLP (christy.bauer@calderwoodharkness.com) Garrett Simmons, Associate, Calderwood & Harkness LLP (garrett.simmons@calderwoodharkness.com) Elena Papadimitriou, CFO, Thalassa Shipping & Logistics SA (e.papadimitriou@thalassashipping.gr)

Timekeeper	Role	Rate (€/hr)
Alexandros Vournas	Managing Partner	€380
Maria-Christina Georgiou	Associate	€220
Paralegal / Support Staff	—	€120

CALDERWOOD & HARKNESS LLP Avenue Louise 480 1050 Brussels, Belgium
Tel: +32 (0)2 743 8800
Fax: +32 (0)2 743 8801
www.calderwoodharkness.com
September 28, 2022
Mr. Alexandros Vournas Managing Partner Vournas & Theodorakis Dikigiriko Grafeio 22 Academias Street 106 71 Athens, Greece
Re: Retention as Local Greek Counsel — Thalassa Shipping & Logistics SA Customs Dispute C&H Matter No.: C&H-2022-ITS-04781
Dear Mr. Vournas:
As you are aware, Calderwood & Harkness LLP ("C&H") represents Thalassa Shipping & Logistics Société Anonyme ("TSL"), a Greek société anonyme (ανώνυμη εταιρεία / A.E.) headquartered at 47 Akti Miaouli, 185 35 Piraeus, Greece (EORI No. GR094827361000; AFM: 094827361; Piraeus Commercial Registry No. 78214/06/B/09/42). TSL is currently engaged in a customs classification and valuation dispute (the "Dispute") with the Independent Authority for Public Revenue of the Hellenic Republic (AADE / Ανεξάρτητη Αρχή Δημοσίων Εσόδων).
The Dispute arises from two additional duty assessment notices issued by the Piraeus Regional Customs Office of AADE, located at 2 Karaoli & Dimitriou Street, 185 31 Piraeus, Greece, under the supervision of Chief Customs Auditor Ms. Aikaterini Vlachopoulou. Specifically, the assessment notices at issue are Additional Duty Assessment Notice No. AADE/ADAN/2022/0073, pertaining to tariff classification, and Additional Duty Assessment Notice No. AADE/ADAN/2022/0074, pertaining to customs valuation, each dated August 12, 2022. These Assessment Notices were issued in connection with post-clearance audit file AADE/DTE/2022/PIR-04518 conducted by the Piraeus Regional Customs Office.
The Dispute concerns the tariff classification and customs valuation of specialized marine cargo-handling equipment (forty-seven (47) units total, including twelve (12) ship-to-shore ("STS") gantry cranes, eighteen (18) rubber-tyred gantry ("RTG") cranes, and eight (8) automated stacking crane ("ASC") systems) imported from Hailong Heavy Industries Co., Ltd. (Ningbo, People's Republic of China) during the period from 2019 through 2022. The potential additional duty assessments amount to approximately €14.7 million on a high-end exposure basis, inclusive of penalties of up to approximately €4.41 million.
AADE has retained as its external legal advisors Meridian & Drakos Dikigiriko Grafeio (Panagiotis Drakos, Senior Partner, Athens Bar Registration No. 29481; and Irini Konstantinou, Associate), with offices at 15 Stadiou Street, 105 62 Athens, Greece.
The purpose of this letter is to confirm the engagement of Vournas & Theodorakis Dikigiriko Grafeio ("V&T") as local Greek counsel to TSL in the Dispute, under C&H's coordination and overall strategic oversight, on the terms set forth below.
1. Scope of Engagement
V&T will serve as TSL's local Greek counsel, under C&H's coordination and oversight, for the matters described in this Section 1. The scope of the engagement encompasses the following:
(a) Administrative Objections
V&T will be responsible for the preparation, filing, and prosecution of administrative objections before the Directorate of Resolution of Disputes (Διεύθυνση Επίλυσης Διαφορών / "DED") of AADE, challenging each of the two Assessment Notices described below:
(i) Assessment Notice AADE/ADAN/2022/0073 (Classification). This Assessment Notice concerns the reclassification by AADE of twelve (12) STS gantry cranes and eight (8) ASC systems from Combined Nomenclature ("CN") heading 8426 41 00 (self-propelled cranes; other machinery, on tyres) to CN heading 8428 90 90 (other lifting, handling, loading or unloading machinery), resulting in additional customs duties assessed in the amount of €1,478,400.
(ii) Assessment Notice AADE/ADAN/2022/0074 (Valuation). This Assessment Notice concerns adjustments to the customs value of the imported equipment totaling €9,940,000, comprising the following components: (A) €4,900,000 in technology license fees paid by TSL to Hailong Heavy Industries Co., Ltd. that AADE has determined should be included in the customs value as a condition of sale; (B) €2,940,000 in procurement coordination fees paid to Nereus Maritime Advisory Limited that AADE has determined constitute buying commissions improperly excluded from customs value; and (C) €2,100,000 in commissioning services performed by Hailong personnel at the Piraeus port facility that AADE has determined form part of the transaction value. The resulting additional customs duties assessed under this notice amount to €218,680.
The administrative objections will be filed pursuant to Article 44 of Regulation (EU) No. 952/2013 of the European Parliament and of the Council of 9 October 2013 laying down the Union Customs Code ("UCC"), and Article 63 of Law 4174/2013 (Greek Tax Procedure Code / Κώδικας Φορολογικής Διαδικασίας), as applicable. V&T will ensure compliance with all prescribed deadlines and procedural requirements for such objections, including the preparation of any supporting documentation, factual declarations, and legal memoranda that may be required by the DED.
(b) Binding Tariff Information Application
V&T will prepare and file a Binding Tariff Information ("BTI") application under Article 33 of Regulation (EU) No. 952/2013 (Union Customs Code) with the Piraeus Regional Customs Office of AADE, or such other competent customs authority as may be appropriate. The BTI application will seek a binding ruling that the STS gantry cranes and ASC systems at issue are properly classified under CN heading 8426 (and specifically CN 8426 19 00 for rail-mounted lifting, handling, loading, and unloading equipment), carrying a 0% Most-Favoured-Nation ("MFN") duty rate under the Common Customs Tariff, rather than under CN heading 8428 90 90 at a 2.2% MFN duty rate as contended by AADE. V&T will coordinate closely with C&H and the retained classification expert (referenced in Section 3 below) in preparing the technical specifications, product descriptions, functional analyses, and legal arguments to be submitted in support of the BTI application.
(c) Administrative Court Representation
In the event of an unfavorable decision by the DED, or in any circumstance in which judicial review becomes necessary or advisable, V&T will represent TSL before the Administrative Court of First Instance of Piraeus (Διοικητικό Πρωτοδικείο Πειραιά) and, if required, before any appellate administrative court of competent jurisdiction. This includes the filing and prosecution of annulment actions (προσφυγή ακυρώσεως) and any applications for interim relief or suspension of enforcement of the Assessment Notices. V&T's representation will also extend to any proceedings before Greek tax tribunals or other administrative judicial bodies that may be seized of matters related to the Dispute.
(d) Procedural Filings and Correspondence
V&T will handle all procedural filings, correspondence, and appearances before Greek administrative and judicial bodies in connection with the Dispute, including the preparation and filing of all necessary documents, submissions, evidence, and notices as may be required under Greek procedural law. V&T will also facilitate communication and document production with AADE, the DED, and opposing counsel (Meridian & Drakos Dikigiriko Grafeio) as directed by C&H. All such filings and correspondence shall be subject to C&H's review and approval as set forth in Section 3 below.
(e) Greek Law Advisory
V&T will advise C&H on matters of Greek administrative law, Greek customs law (Law 2960/2001, as amended / Εθνικός Τελωνειακός Κώδικας), the Greek Tax Procedure Code (Law 4174/2013), and all procedural requirements applicable to the Dispute. Without limiting the generality of the foregoing, this advisory role will include:
(i) Advice on the penalty provisions under Article 147 of the Greek Customs Code (Law 2960/2001), including the calculation methodology, available defences, and potential for reduction or remission of penalties imposed in connection with the Assessment Notices.
(ii) Advice on applicable limitation periods for the issuance of additional duty assessments and the filing of objections and appeals, including any tolling or suspension provisions that may be relevant.
(iii) Advice on the customs broker liability framework under Presidential Decree 67/2000, as relevant to TSL's potential indemnification and contribution rights against Peloros Customs Agency S.A. (EORI: GR801234567000; Licensed Customs Broker: Stavros Liapis, License No. GR-CB-1287), which served as TSL's customs broker for the import transactions at issue.
V&T's advisory services under this subsection will be provided in coordination with C&H's analysis of relevant EU customs law and related matters, and V&T will assist in identifying and analyzing any areas of potential divergence between Greek national implementing measures and applicable EU regulations.
(f) Standstill and Settlement Negotiations
V&T will assist in the negotiation and documentation of any standstill arrangement, settlement agreement, or other resolution of the Dispute with AADE and/or its external counsel, Meridian & Drakos Dikigiriko Grafeio. This includes coordination with respect to any security that may be required during the pendency of the Dispute, such as bank guarantees or cash deposits, and the preparation of any documentation necessary to comply with AADE's requirements for the suspension of enforcement or collection pending resolution of the administrative objections or judicial proceedings.
(g) Other Matters
V&T will undertake such other tasks and responsibilities as C&H may reasonably request from time to time in connection with the Dispute, subject to V&T's professional obligations and capacity constraints, and provided that such requests fall within the general scope of the Dispute as described herein.
Scope Exclusions.  For the avoidance of doubt, this engagement does not include, and V&T is not retained to provide, representation in any criminal proceeding, any affirmative litigation against third parties (including, without limitation, Peloros Customs Agency S.A., Nereus Maritime Advisory Limited, or any other entity), or any matter unrelated to the Dispute, unless separately agreed in writing by all relevant parties. Any expansion of the scope of this engagement to encompass additional matters will require a separate written agreement among C&H, V&T, and TSL.
2. Staffing
The following V&T attorneys will serve as the principal timekeepers on this matter:
(a) Alexandros Vournas, Managing Partner (Athens Bar Registration No. 18744). Mr. Vournas is a specialist in Greek administrative and customs law with extensive experience before the Greek administrative courts and AADE. Mr. Vournas will assume senior responsibility for the engagement, provide strategic oversight of all Greek proceedings, and serve as lead counsel for any court appearances and hearing advocacy.
(b) Maria-Christina Georgiou, Associate (Athens Bar Registration No. 42917). Ms. Georgiou will be responsible for day-to-day coordination with C&H, legal research on Greek administrative, customs, and procedural law, drafting of filings, objections, and correspondence, and overall procedural management of the matter within V&T.
V&T may utilize paralegal and support staff as necessary for the efficient handling of the engagement, provided that such staff will work under the direct supervision of the named attorneys.
V&T will promptly notify C&H of any material changes in staffing, including the departure, unavailability, or incapacity of any named attorney. V&T will not assign additional timekeepers to this matter, whether partners, associates, or counsel, without C&H's prior written approval.
3. Reporting and Coordination
Primary Reporting Structure
V&T will report to and take direction from C&H on all substantive legal matters relating to the Dispute. C&H retains overall strategic direction and supervision of the Dispute, and V&T's actions and positions in connection with the Dispute shall at all times be consistent with the strategy and directions provided by C&H. All filings, correspondence, and substantive legal positions prepared by V&T in connection with the Dispute will be submitted to C&H in draft form for review and approval prior to submission to AADE, the DED, any Greek court or administrative body, opposing counsel, or any third party. V&T shall allow reasonable time for C&H's review, and no filing or substantive communication shall be made without C&H's prior written approval, except where urgent procedural deadlines require immediate action, in which case V&T shall notify C&H as promptly as practicable and seek retroactive approval.
Copy Requirements.  V&T will copy C&H on all correspondence, whether written or electronic, with AADE, Meridian & Drakos Dikigiriko Grafeio, and any court, tribunal, or governmental body relating to the Dispute. V&T will promptly forward to C&H copies of all documents received from any such entity, including hearing notices, procedural orders, information requests, and any other communications.
C&H Contacts.  The primary C&H contacts for this matter are as follows:
(i) Christy Bauer, Senior Associate, intellectual Property Group (christy.bauer@calderwoodharkness.com; direct tel: +32 (0)2 743 8847). Ms. Bauer will serve as the primary C&H contact for matters relating to tariff classification research, the BTI application, and technical trade-law analysis.
(ii) Garrett Simmons, Associate, Tax Group (garrett.simmons@calderwoodharkness.com; direct tel: +32 (0)2 743 8863). Mr. Simmons will serve as the primary C&H contact for matters relating to customs valuation, transfer pricing aspects of the valuation dispute, duty calculations, and financial impact analysis.
The Responsible Partner, who is to be copied on all substantive communications, is:
James Prentice, Partner, Mergers & Acquisitions Group (james.prentice@calderwoodharkness.com; direct tel: +32 (0)2 743 8812). Mr. Prentice has overall supervision and strategic direction of the Dispute on behalf of C&H.
The Billing Partner for this engagement is:
Sandra Tung, Partner, Mergers & Acquisitions Group (sandra.tung@calderwoodharkness.com; direct tel: +32 (0)2 743 8819). Ms. Tung is responsible for engagement economics and all fee-related matters.
Coordination with Experts
V&T will coordinate with the following C&H-retained experts as directed by C&H, including by providing information, documents, and access to relevant proceedings as may be necessary for the experts to carry out their respective mandates:
(a) Argonaut Trade Consulting GmbH (Dr. Lukas Brenner, Managing Director), Friedrichstraße 191, 10117 Berlin, Germany. Argonaut has been retained as an independent customs classification expert to provide technical opinions on the proper CN classification of the STS gantry cranes and ASC systems at issue. V&T will assist in furnishing Argonaut with technical specifications, import documentation, and other materials relating to the imported equipment as may be required for the preparation of Argonaut's expert opinion.
(b) Kestrel & Palladian LLP (Spyros Makris, Partner, Indirect Tax & Customs Valuation Practice), 8 Voukourestiou Street, 106 71 Athens, Greece. Kestrel & Palladian has been retained to provide customs valuation advisory services, including analysis of whether the technology license fees, procurement coordination fees, and commissioning services at issue constitute elements properly includable in the customs value under Articles 70 through 74 of the Union Customs Code and Commission Implementing Regulation (EU) 2015/2447. V&T will facilitate coordination between Kestrel & Palladian and the Greek authorities as directed by C&H.
Prompt Communication.  V&T will promptly notify C&H (and in any event within two (2) business days of receipt) of any communication received from AADE, Meridian & Drakos Dikigiriko Grafeio, or any Greek governmental authority relating to the Dispute, including any requests for information, hearing notices, scheduling orders, procedural orders, settlement communications, or any other correspondence or contact. V&T will similarly notify C&H promptly of any developments in the Dispute of which V&T becomes aware through any source, including changes in applicable law or regulation, administrative practice, or the composition of the adjudicatory panel or decision-making authority at the DED or any court.
4. Fee Arrangements
Hourly Rates.  V&T's professional fees for services rendered in connection with this engagement will be billed to TSL on a monthly basis at V&T's standard hourly rates as set forth below:
These rates are subject to annual adjustment effective January 1 of each calendar year. V&T will provide C&H and TSL with at least sixty (60) days' advance written notice of any proposed rate changes. No rate increase will take effect with respect to this engagement without the prior written agreement of C&H and TSL.
Invoicing and Payment
V&T invoices may be submitted directly to TSL (with a contemporaneous copy to C&H for review) or routed through C&H for pass-through billing to TSL, at TSL's election. As of the date of this letter, TSL has elected to receive V&T invoices directly. Should TSL wish to change this election at any time during the engagement, C&H will notify V&T accordingly.
All invoices shall be submitted on a monthly basis, within fifteen (15) days following the end of each calendar month. Each invoice shall include detailed time entries showing the date of service, the identity of the timekeeper, a narrative description of the work performed, and the time expended, as well as an itemized description of all disbursements and expenses for which reimbursement is sought. Invoices shall be rendered in Euros and shall include all applicable value-added tax (VAT) as required under Greek law.
The TSL billing contact for purposes of this engagement is:
Elena Papadimitriou Chief Financial Officer Thalassa Shipping & Logistics SA 47 Akti Miaouli 185 35 Piraeus, Greece Tel: +30 210 458 3200
Email: e.papadimitriou@thalassashipping.gr
Payment of V&T invoices shall be due within thirty (30) days of receipt by TSL. In the event of any billing dispute, TSL shall notify V&T and C&H in writing within fifteen (15) days of receipt of the invoice, and the parties shall endeavour to resolve any such dispute promptly and in good faith.
Expenses.  In addition to professional fees, TSL will reimburse V&T for all reasonable and documented out-of-pocket expenses incurred in connection with the engagement, including, without limitation, filing fees, court costs, stamp duties, courier and delivery charges, certified translations, travel expenses (economy class airfare, standard hotel accommodation, and reasonable ground transportation), photocopying and printing charges, and other disbursements directly related to the Dispute. All expenses will be billed at cost without mark-up. V&T will obtain C&H's prior approval before incurring any single expense item in excess of €1,500 or any aggregate travel expenses in excess of €3,000 per trip.
5. Privilege and Confidentiality
All communications between V&T, C&H, and TSL, and among their respective attorneys, employees, and agents, in connection with this engagement are intended to be privileged and confidential under applicable Greek and EU law, including attorney-client privilege (δικηγορικό απόρρητο) as recognized under the Greek Code of Lawyers (Law 4194/2013) and applicable EU jurisprudence, as well as work-product protection and litigation privilege.
V&T acknowledges that it is retained as local counsel under C&H's coordination for purposes of a common legal interest in the Dispute, and all communications shared between V&T, C&H, and TSL, including legal analysis, strategy discussions, factual investigations, and work product, shall be protected under applicable legal privileges to the fullest extent permitted by law. The parties intend that the sharing of such communications among V&T, C&H, and TSL shall not constitute a waiver of any applicable privilege or protection.
V&T shall not disclose any confidential information or privileged communications received or generated in connection with this engagement to any third party, including any expert, consultant, or other advisor, without C&H's prior written consent, except as may be strictly required by applicable law, regulation, or order of a court or competent governmental authority. In the event that V&T receives a request, subpoena, or other compulsory process requiring or purporting to require the disclosure of privileged or confidential information, V&T shall promptly notify C&H and TSL and shall cooperate with C&H in opposing or limiting such disclosure to the fullest extent permissible under applicable law.
V&T will maintain appropriate information security measures for all documents, files, communications, and data related to the engagement, including appropriate physical and electronic safeguards, access controls, and data handling procedures consistent with the professional obligations of a Greek law firm handling confidential client matters.
6. Data Protection
In connection with this engagement, V&T may receive and process personal data of TSL employees, officers, directors, and other representatives, as well as personal data of third parties that may be relevant to the Dispute (collectively, "Personal Data"). Such processing will be conducted in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "GDPR"), and with applicable Greek data protection legislation, including Law 4624/2019 implementing certain provisions of the GDPR in Greece.
V&T will process Personal Data only to the extent necessary for the provision of legal services under this engagement and for no other purpose. V&T will implement appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing, accidental loss, destruction, or damage, in accordance with Article 32 of the GDPR. V&T will promptly notify C&H and TSL in the event of any personal data breach (as defined in Article 4(12) of the GDPR) affecting Personal Data processed in connection with this engagement.
To the extent that V&T engages any sub-processor to process Personal Data on its behalf in connection with this engagement, it shall do so only with the prior written consent of C&H and TSL, and shall ensure that appropriate data processing agreements are in place in accordance with Article 28 of the GDPR.
7. Conflicts of Interest
V&T confirms that it has conducted a thorough conflicts check in connection with this engagement and that, based on the results of such review, V&T is not aware of any conflict of interest or any circumstance that would preclude its representation of TSL in the Dispute.
V&T specifically confirms that it does not currently represent, and has not at any time within the past three (3) years represented, any of the following entities or persons in any matter:
(a) AADE (the Independent Authority for Public Revenue of the Hellenic Republic), or any agency, directorate, division, or office thereof;
(b) Meridian & Drakos Dikigiriko Grafeio, or any of its partners, associates, or of counsel attorneys;
(c) Hailong Heavy Industries Co., Ltd. (Ningbo, People's Republic of China), or any of its affiliates, subsidiaries, or parent entities;
(d) Nereus Maritime Advisory Limited;
(e) Peloros Customs Agency S.A.;
(f) Andreadis Family Holdings LLC;
(g) Konstantinos Melas; or
(h) Any principal, officer, director, or controlling shareholder of any of the foregoing entities.
V&T will promptly notify C&H if any actual or potential conflict of interest arises during the course of this engagement, whether with respect to the entities and persons listed above or otherwise. In the event of any conflict or potential conflict, V&T will take all appropriate steps in accordance with applicable Greek professional responsibility rules, including the Code of Lawyers (Law 4194/2013) and any applicable decisions of the Athens Bar Association, to address and resolve such conflict. Where a conflict cannot be resolved to the satisfaction of C&H and TSL, V&T acknowledges that termination of this engagement may be necessary and will cooperate in the orderly transition of the matter to successor counsel.
8. Limitation of Engagement
V&T is engaged solely in connection with the Dispute as defined in this letter. V&T does not assume any obligation to monitor or advise TSL on matters outside the scope of this engagement, including, without limitation, TSL's other customs compliance obligations, tax matters, corporate governance, or commercial activities, unless such matters are separately agreed in writing by C&H, V&T, and TSL.
V&T acknowledges that C&H retains overall strategic direction and supervision of the Dispute and that V&T's role is that of local Greek counsel executing the litigation and administrative strategy developed in coordination with C&H. V&T will not take any action or adopt any position on behalf of TSL in connection with the Dispute that has not been approved by C&H, except where urgent circumstances require immediate action to protect TSL's interests, in which case V&T shall notify C&H as promptly as practicable.
Nothing in this letter shall be construed to create an attorney-client relationship between V&T and C&H, it being understood that V&T's attorney-client relationship is with TSL, and that C&H acts in its capacity as lead counsel to TSL in directing and coordinating V&T's work.
9. Termination
Either C&H (on behalf of TSL) or V&T may terminate this local counsel retention upon thirty (30) days' prior written notice to the other party. In the event of termination by either party, V&T will cooperate fully in the orderly transfer of the matter to successor local Greek counsel designated by C&H, including by promptly delivering to C&H or its designee all files, work product, documents, correspondence, and other client property in V&T's possession or control. V&T will take all reasonable steps to protect TSL's interests during the transition period, including meeting any filing deadlines or procedural requirements that fall within the notice period.
TSL will remain responsible for payment of all fees for professional services rendered and expenses properly incurred by V&T through the effective date of termination, in accordance with Section 4 of this letter. Any termination shall be without prejudice to the parties' rights and obligations under Sections 5 (Privilege and Confidentiality), 6 (Data Protection), and 7 (Conflicts of Interest), which shall survive termination of this engagement.
10. Governing Law
This retention letter, and any disputes arising out of or in connection herewith, shall be governed by and construed in accordance with the laws of the Hellenic Republic, without regard to its conflict of laws principles.
We look forward to working with you and your team on this matter. We believe that V&T's expertise in Greek administrative and customs law will be of considerable value to TSL as this dispute proceeds. If the foregoing terms are acceptable, please indicate V&T's acceptance of this engagement by countersigning this letter in the space provided below and returning a signed copy to the undersigned at your earliest convenience. An electronic copy sent to james.prentice@calderwoodharkness.com will be sufficient for purposes of confirming acceptance, with a hard copy original to follow by courier.
Please do not hesitate to contact me or any of the C&H team members identified in Section 3 should you have any questions regarding the terms of this engagement or the Dispute generally.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: James Prentice
Title: Partner
Date: September 28, 2022
ACCEPTANCE
ACCEPTED AND AGREED:
The undersigned hereby confirms that Vournas & Theodorakis Dikigiriko Grafeio accepts the engagement described in this retention letter and agrees to the terms and conditions set forth herein.
VOURNAS & THEODORAKIS DIKIGIRIKO GRAFEIO
By: ________
Name: Alexandros Vournas
Title: Managing Partner
Date: October 2, 2022
cc: Sandra Tung, Partner, Calderwood & Harkness LLP (sandra.tung@calderwoodharkness.com) Christy Bauer, Senior Associate, Calderwood & Harkness LLP (christy.bauer@calderwoodharkness.com) Garrett Simmons, Associate, Calderwood & Harkness LLP (garrett.simmons@calderwoodharkness.com) Elena Papadimitriou, CFO, Thalassa Shipping & Logistics SA (e.papadimitriou@thalassashipping.gr)
Timekeeper | Role | Rate (€/hr)
Alexandros Vournas | Managing Partner | €380
Maria-Christina Georgiou | Associate | €220
Paralegal / Support Staff | — | €120

CALDERWOOD & HARKNESS LLP Avenue Louise 480 1050 Brussels, Belgium

CALDERWOOD & HARKNESS LLP

ACCEPTANCE

ACCEPTED AND AGREED:

VOURNAS & THEODORAKIS DIKIGIRIKO GRAFEIO

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