1044-00006 · Hargrove, Delacroix & Stern LLP · Engagement

engagement-letter-greek-local-counsel.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP Attorneys at Law

One Liberty Plaza, 50th Floor New York, New York 10006

Telephone: (212) 555-7800 Facsimile: (212) 555-7801 www.calderwoodharkness.com

October 20, 2023

VIA E-MAIL AND INTERNATIONAL COURIER

Dimitrios Konstantinou, Esq. Lead Partner Konstantinou & Rizos Law Offices 15 Vasilissis Sofias Avenue Athens 106 74, Greece

Re: Retention of Local Counsel — Thalassa Shipping & Logistics SA; Defense of Charter-Party Breach Claim — Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, Supreme Court of the State of New York, New York County

C&H Matter No. 1044-00006

Dear Mr. Konstantinou:

1. Introduction and Purpose

Calderwood & Harkness LLP ("C&H" or the "Firm") writes on behalf of its client, Thalassa Shipping & Logistics SA ("Thalassa" or "TSL"), a Société Anonyme (Ανώνυμη Εταιρεία) organized and existing under the laws of the Hellenic Republic, with its principal office and headquarters located at 42 Akti Miaouli, Piraeus 185 38, Greece. TSL's Chairman of the Board and Chief Executive Officer is Mr. Alexandros Stavridis, and its General Counsel is Mr. Markos Theodorakis. TSL is a privately held international shipping, chartering, and maritime logistics company that currently operates a diversified fleet of approximately thirty-four (34) vessels, consisting of dry bulk carriers, tankers, and container vessels deployed in worldwide tramp and liner trades. For the fiscal year ended December 31, 2022, TSL reported approximate annual revenue of $612 million and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately $98 million.

C&H was retained by TSL on October 16, 2023 to serve as its lead defense counsel in connection with a lawsuit filed by Northwind Maritime Corporation ("Northwind"), a corporation organized and incorporated under the laws of the Republic of the marshall Islands with its principal office located at 1700 Harbor Gateway, Suite 500, Stamford, Connecticut 06902. The above-captioned action, bearing Index No. 655421/2023, is presently pending in the Supreme Court of the State of New York, New York County, Commercial Division.

The purpose of this letter is to set forth the terms upon which C&H and TSL seek to retain Konstantinou & Rizos Law Offices ("K&R") as Greek local counsel to provide advice on specific matters of Greek law arising in connection with the defense of the above-captioned litigation. We have selected K&R based on the firm's well-established reputation in Greek corporate and maritime regulatory law, and we look forward to a productive collaboration throughout the course of this engagement.

This engagement letter (the "Letter") sets forth the scope, terms, and conditions of K&R's retention, including the relationship among the parties, fee arrangements, confidentiality obligations, and other material terms. We ask that you review this Letter carefully and, if the terms are acceptable, countersign and return a copy to us as described in Section 12 below.

2. Background of the Litigation

To provide K&R with the context necessary for the engagement, we summarize the relevant factual and procedural background of the dispute below. A more detailed set of materials, including copies of the pleadings, the charter-party, and related documents, will be provided to K&R upon execution of this Letter.

2.1 The Charter-Party. On December 3, 2020, Thalassa (as disponent owner) and Northwind (as charterer) entered into a thirty-six (36) month time charter-party for the vessel M/V Aegean Fortuna (IMO No. 9847231), a Supramax dry bulk carrier of 58,200 deadweight tonnage ("DWT"), flying the Liberian flag. The charter-party was executed on the New York Produce Exchange Form 2015 ("NYPE 2015"), as amended by a rider of sixty-three (63) additional clauses and three addenda (collectively, the "Charter-Party"; Charter-Party Reference No. NW-TSL-CP-2020-1203). The Charter-Party provided for delivery (commencement) on or about January 15, 2021 and expiration on or about January 14, 2024. The agreed daily hire rate was $14,750 per day, semi-monthly in advance, yielding an aggregate charter value over the full thirty-six-month term of approximately $16,166,000.

The M/V Aegean Fortuna is registered in the name of Aegean Fortuna Shipholding Ltd. ("AFSL"), a single-purpose shipholding company incorporated under the laws of the Republic of Liberia (Registration No. LR-C-20167845). AFSL is a wholly owned subsidiary of TSL and was established for the purpose of holding title to the vessel.

2.2 Northwind's Claims. On October 2, 2023, Northwind filed a verified complaint (the "Complaint") in the Supreme Court of the State of New York, New York County, Commercial Division. The Complaint alleges that TSL breached the terms of the Charter-Party in several material respects. Specifically, Northwind alleges that three separate mechanical incidents occurred during the charter period — involving the main engine turbocharger, the ballast water treatment system, and the auxiliary generator — that rendered the vessel off-hire for a total of sixty-eight (68) days in aggregate. In addition, Northwind alleges that the vessel made an unauthorized route deviation to the port of Maputo, Mozambique in September 2022, purportedly outside the scope of the Master's authority and in breach of the charterer's voyage orders.

Northwind asserts total damages of approximately $18,300,000, consisting of the following principal elements:

(a) off-hire deductions for the sixty-eight (68) days during which the vessel was allegedly unavailable for service;

(b) liquidated damages under Clause 28 of the Charter-Party, as amended, subject to a contractual cap of $4,500,000;

(c) costs incurred by Northwind in obtaining substitute charter tonnage to cover cargo commitments during off-hire periods;

(d) cargo damage in the form of iron ore oxidation allegedly caused by exposure to moisture during one of the mechanical breakdowns;

(e) demurrage and dead freight arising from a missed laycan window at the port of Qingdao, People's Republic of China;

(f) additional port expenses and bunker costs attributable to the deviation and off-hire periods;

(g) lost profit on a sub-charter between Northwind and Eastbourne Bulk Carriers Ltd. ("Eastbourne") for the carriage of a cargo of thermal coal from Richards Bay, South Africa to Mundra, India;

(h) indemnification for third-party shipper claims asserted against Northwind; and

(i) legal fees and costs of the litigation.

2.3 TSL's Defenses and Counterclaim. TSL vigorously contests liability on multiple grounds. Among others, TSL contends that the mechanical incidents were caused by latent defects in the vessel's machinery that were not discoverable through the exercise of due diligence, that certain of the claimed breakdowns were attributable to charterer causation (including improper loading procedures directed by Northwind's agents), that the Maputo deviation was within the Master's discretion under applicable safety and navigational judgment standards, that the Inter-Club New York Produce Exchange Agreement (the "Inter-Club Agreement") allocates a substantial portion of any cargo liability to the charterer, and that Northwind failed to mitigate its damages by unreasonably refusing substitute tonnage offered by TSL.

On November 17, 2023, C&H filed a Verified Answer and Counterclaim on behalf of TSL and AFSL. The counterclaim asserts that Northwind wrongfully withheld hire payments in the aggregate amount of $1,620,000 for the period October 1, 2022 through December 31, 2022, without contractual justification and in breach of the anti-set-off provisions of the Charter-Party.

2.4 Procedural Status. The case has been assigned to the Honorable Lorraine K. Chen, Justice of the Supreme Court, Part 49, located at 60 Centre Street, New York, New York 10007. An initial conference is expected to be scheduled in January 2024, at which time a discovery schedule will be set.

Northwind is represented by Hargrove, Delacroix & Stern LLP, with Margaret Delacroix serving as lead partner for the matter. Hargrove, Delacroix & Stern LLP is located at 600 Lexington Avenue, 28th Floor, New York, New York 10022.

3. Scope of Engagement

The scope of K&R's engagement as Greek local counsel is limited to the matters described in this Section 3. K&R may be asked to provide advice and assistance on additional matters of Greek law that arise during the course of the litigation, subject to mutual agreement and, where applicable, supplemental engagement terms.

3.1 Greek Corporate Authority and Board Resolutions

K&R is retained to advise on all matters of Greek corporate law relating to TSL's authority to engage in the above-captioned litigation, to authorize settlements, and to take other corporate actions in connection with the defense. This scope of work includes, without limitation, the following:

(a) Board Resolutions. Preparation, review, and certification of resolutions of the Board of Directors (Διοικητικό Συμβούλιο) of Thalassa Shipping & Logistics SA as may be required throughout the course of the engagement. Such resolutions may include, without limitation, resolutions authorizing the defense of the litigation, the retention of C&H and K&R as outside counsel, the designation of authorized representatives to act on behalf of TSL in the litigation, and (if applicable) resolutions granting settlement authority to designated officers or representatives.

(b) Corporate Governance Advisory. Advising C&H and TSL on the corporate governance requirements under Greek law, including the applicable provisions of Law 4548/2018 on the Société Anonyme corporate governance framework, as they relate to TSL's decision-making processes in connection with material litigation, settlement negotiations, and any related corporate actions. This includes advising on quorum requirements, voting thresholds, the scope of delegated authority, and any fiduciary duty considerations applicable to the board and management.

(c) Officer Authority. Confirming that Mr. Alexandros Stavridis, in his capacity as Chairman of the Board and Chief Executive Officer, and Mr. Markos Theodorakis, in his capacity as General Counsel, possess proper authority under TSL's articles of incorporation (Katastatiko), board resolutions, and applicable Greek law to act on behalf of TSL in the litigation, to instruct C&H in the conduct of the defense, and to bind TSL to positions taken in the litigation, including but not limited to discovery responses, settlement offers, and stipulations.

(d) Settlement Approval Thresholds. Advising on any requirements under TSL's constitutional documents or applicable Greek law for shareholder approval, extraordinary board action, or other corporate formalities in connection with settlements exceeding specified monetary thresholds. To the extent that TSL's articles of incorporation or internal governance policies impose settlement approval thresholds, K&R will advise on the procedures required to comply with such provisions.

(e) Certified Corporate Documents. Providing certified copies of TSL's corporate documents as may be needed for the New York court proceedings, including but not limited to TSL's current articles of incorporation, certificates of good standing or equivalent documentation from the Greek General Commercial Registry (Γ.Ε.ΜΗ.), current board composition, minutes of relevant board meetings, and any powers of attorney or authorizations executed on behalf of TSL in connection with the litigation.

(f) Coordination with TSL's Auditor. To the extent necessary, coordinating with TSL's auditor, Lysander & Associates, Chartered Accountants, located at 8 Stadiou Street, Athens 105 64, Greece, regarding any financial certifications, corporate records, or audit-related documentation that may be required in connection with the litigation.

3.2 Hellenic Maritime Regulatory Matters

K&R is retained to advise on matters of Greek maritime regulatory law as they relate to the claims and defenses at issue in the litigation. This scope of work includes, without limitation, the following:

(a) Advising on Greek maritime regulatory requirements applicable to TSL's fleet operations, including any regulatory requirements imposed by the Hellenic Ministry of Maritime Affairs and Insular Policy (Υπουργείο Ναυτιλίας και Νησιωτικής Πολιτικής) or the Hellenic Coast Guard, and any regulatory implications of the claims asserted by Northwind in the Complaint.

(b) Advising on the regulatory status and compliance history of TSL with Greek maritime authorities, to the extent that such information may be relevant to the seaworthiness and maintenance defenses asserted by TSL. This includes advising on TSL's compliance with applicable Greek statutory survey requirements, manning regulations, and safety management obligations.

(c) Advising on any Greek law implications of the M/V Aegean Fortuna's classification status with the Global Maritime Classification Bureau ("GMCB"), including the effect of any class notations, conditions of class, or class-related recommendations on TSL's obligations under Greek maritime regulatory law.

(d) Providing guidance on Greek law as it pertains to the obligations of a Greek shipowner operating under the NYPE 2015 time charter-party form, to the extent that any party or the court raises issues of Greek law in connection with the Charter-Party. While the Charter-Party is governed by New York law pursuant to its dispute resolution clause, it is possible that issues of Greek regulatory law may arise in connection with the owner's maintenance and seaworthiness obligations, crew qualifications, or other regulatory matters, and K&R's advice may be needed on such issues.

3.3 Coordination with C&H and TSL

K&R will work under the overall direction and supervision of the C&H team handling the matter. The primary C&H contacts for the engagement are as follows:

• Douglas Carmichael, Partner (Responsible Partner)

• Francesca Morano, Partner (Billing Partner)

• Carlos Espinoza, Associate (Lead Associate, day-to-day coordination)

• Hannah Brinkley, Associate (Working Associate)

Day-to-day coordination of K&R's work will be handled through Mr. Espinoza and Ms. Brinkley, who will communicate assignments, deadlines, and other instructions to K&R on behalf of the C&H team. K&R should direct all substantive questions regarding the litigation strategy, settlement matters, and other material issues to Mr. Carmichael and Ms. Morano.

On the TSL side, K&R will interface with Mr. Markos Theodorakis, General Counsel, and Ms. Elena Papadimitriou, Chief Financial Officer, as needed to obtain corporate records, financial information, board resolutions, and other documentation required for the engagement. All such communications with TSL personnel should be coordinated through C&H to ensure consistency and efficiency, unless C&H provides K&R with authorization to communicate directly with TSL on specified matters.

K&R will coordinate with C&H regarding any issues of Greek law that arise during the discovery phase of the litigation (currently anticipated to run from approximately January 2024 through August 2024), motion practice (including any dispositive motions or motions to compel), mediation or other alternative dispute resolution proceedings, and settlement discussions. C&H will advise K&R of relevant litigation developments on an ongoing basis and will provide K&R with copies of significant pleadings, orders, and correspondence as necessary for K&R to fulfill its advisory role.

3.4 Limitations on Scope

To avoid any ambiguity, the parties acknowledge the following limitations on K&R's engagement:

(a) K&R is not being retained to appear on behalf of TSL, AFSL, or any other party in the New York proceedings. C&H retains full lead counsel responsibility for all aspects of the litigation pending before the Supreme Court of the State of New York, including the filing of pleadings, conduct of discovery, motion practice, trial preparation, trial, and any appellate proceedings.

(b) K&R is not being retained to advise on the substantive maritime law governing the Charter-Party, which is governed by the laws of the State of New York pursuant to the Charter-Party's dispute resolution clause (Clause 45). K&R's advisory role is limited to matters of Greek regulatory and corporate law, except to the extent that Greek law is affirmatively implicated by the claims, defenses, or procedural requirements of the litigation.

(c) K&R is not being retained to advise on the corporate law of the Republic of Liberia as it affects Aegean Fortuna Shipholding Ltd. Any Liberian corporate law advice required in connection with AFSL will be obtained separately by C&H through appropriate Liberian counsel.

(d) K&R is not being retained to advise on the law of the Republic of the marshall Islands as applicable to Northwind Maritime Corporation. We note for the record that Northwind's marshall Islands counsel is Pacific Maritime Legal Associates, and K&R will have no role with respect to marshall Islands law issues in this matter.

4. Relationship of Parties

K&R is retained as Greek local counsel to C&H and TSL. The attorney-client relationship established by this Letter runs to TSL as the ultimate client. K&R owes duties of competence, diligence, and loyalty to TSL in connection with the subject matter of this engagement, consistent with the applicable rules of professional conduct governing the practice of law in the Hellenic Republic.

C&H will be responsible for the overall legal strategy and direction of the litigation, including decisions regarding pleadings, discovery, motion practice, settlement, and trial. K&R will provide advice and assistance within the scope described in Section 3 above and will defer to C&H on all matters of litigation strategy unless K&R believes that a course of action proposed by C&H would contravene Greek law or K&R's professional obligations under Greek rules of professional conduct.

All work product and legal advice generated by K&R in connection with this engagement will be shared with C&H and TSL. Such work product and advice shall be subject to the attorney-client privilege, the work product doctrine, and any other applicable protections under United States, Greek, and international law. K&R agrees to take all reasonable steps to preserve the privileged and confidential nature of such materials.

K&R acknowledges that TSL's primary outside counsel in this matter is C&H, and that K&R's role is supplementary and advisory in nature. Any communications by K&R with TSL regarding the subject matter of this engagement should be coordinated through C&H unless C&H has provided prior authorization for direct communication on specified topics. Nothing in this Letter shall be construed to limit K&R's obligation to communicate directly with TSL in circumstances where K&R's professional obligations under Greek law require such communication.

5. Conflicts of Interest

K&R confirms that it has conducted a thorough conflicts check in accordance with its internal procedures and applicable Greek professional conduct rules, and that K&R has identified no current or prior representation of, or relationship with, any of the following entities or individuals that would give rise to a conflict of interest precluding K&R's retention in this matter:

(a) Northwind Maritime Corporation (the plaintiff in the above-captioned litigation);

(b) Hargrove, Delacroix & Stern LLP (counsel to Northwind);

(d) Eastbourne Bulk Carriers Ltd. (the sub-charterer under the relevant sub-charter); and

(e) any other adverse party identified in the pleadings or known to K&R at this time.

K&R further confirms that it has no conflict of interest with respect to any of the following entities that are involved in the matter as lenders, insurers, or other interested parties:

(a) Meridian Capital Bank AG, TSL's primary lender, located at Ballindamm 40, 20095 Hamburg, Germany;

(b) Oceanus Mutual Protection & Indemnity Club, TSL's P&I insurer, located in Hamilton, Bermuda;

(d) Castellan Professional Liability Insurers Ltd., TSL's directors' and officers' ("D&O") liability insurer, located in Dublin, Ireland.

K&R undertakes to promptly notify C&H in writing if any actual or potential conflict of interest arises at any time during the course of this engagement. In the event that a conflict arises that cannot be resolved through appropriate conflict management procedures (including informed written consent of the affected parties, where permissible), K&R and C&H will confer in good faith to determine the appropriate course of action, which may include K&R's withdrawal from the engagement.

6. Fees and Billing Arrangements

K&R will bill for professional services rendered in connection with this engagement at its standard hourly rates, as set forth in Exhibit A attached hereto. K&R's current rate schedule, including rates for partners, senior associates, junior associates, and legal support staff, shall be completed by K&R and returned to C&H together with the countersigned copy of this Letter. K&R agrees to provide C&H with at least thirty (30) days' prior written notice of any changes to its standard hourly rates.

All invoices shall be submitted by K&R on a monthly basis, in a format reasonably acceptable to C&H, with sufficient detail to permit review of the services rendered, including a description of the work performed, the identity of the timekeeper, the number of hours expended, and the applicable hourly rate. Invoices shall be submitted to C&H for review and approval in the first instance. Following C&H's review, invoices will be forwarded to TSL (attention: Ms. Elena Papadimitriou, Chief Financial Officer) for payment. Alternatively, at TSL's election, C&H will pay K&R's invoices directly and include K&R's professional fees and disbursements as a cost item on C&H's monthly invoices to TSL. TSL will advise C&H of its preferred billing arrangement promptly following execution of this Letter.

K&R agrees that, before undertaking any discrete assignment or task that is expected to exceed €10,000 in professional fees, K&R will provide C&H with a written estimate of the anticipated fees and time required for such assignment. K&R will not exceed such estimate by more than fifteen percent (15%) without prior written approval from C&H.

Disbursements incurred by K&R in connection with the engagement, including but not limited to filing fees, court fees, courier and delivery charges, notarization and apostille costs, certified document charges, and travel expenses (to the extent pre-approved by C&H), will be billed at actual cost without markup. K&R will provide receipts or other documentation for disbursements upon request.

Payment of K&R's invoices shall be due within thirty (30) days of receipt by the paying party (whether TSL or C&H, as applicable). All amounts shall be invoiced and payable in euros (€), unless the parties agree otherwise in writing.

7. Confidentiality

K&R agrees to maintain the strictest confidentiality with respect to all information received in connection with this engagement, whether received from C&H, TSL, or any other source. Confidential information subject to this obligation includes, without limitation, client communications, privileged legal advice, litigation strategy and work product, settlement discussions and proposals, financial information and records of TSL, corporate documents, and any other information relating to the business, operations, or affairs of TSL or AFSL that is disclosed to K&R in connection with the engagement.

K&R shall not disclose any confidential information regarding the engagement to any third party without the prior written consent of both C&H and TSL, except as may be required by applicable Greek law, regulation, or order of a court or regulatory authority of competent jurisdiction. In the event that K&R receives a request or demand for disclosure of confidential information from any third party, governmental authority, or regulatory body, K&R shall promptly notify C&H before making any disclosure (to the extent permissible under applicable law) and shall cooperate with C&H and TSL in seeking appropriate protective measures.

K&R will comply with all applicable data privacy and data protection laws in connection with the engagement, including without limitation Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the "General Data Protection Regulation" or "GDPR") and any implementing legislation of the Hellenic Republic, with respect to any personal data received, processed, or transmitted in connection with the engagement. K&R will implement appropriate technical and organizational measures to protect personal data against unauthorized access, disclosure, or loss. To the extent that K&R processes personal data on behalf of TSL in connection with the engagement, the parties will enter into a data processing agreement consistent with the requirements of Article 28 of the GDPR, if and when appropriate.

8. Document Retention and Return

K&R will maintain all files, records, documents, and work product relating to the engagement in a secure manner and in accordance with applicable Greek law and K&R's internal document retention policies. K&R will ensure that both physical and electronic records are stored securely and are accessible only to authorized personnel within K&R who are working on the engagement.

Upon termination of the engagement, or upon the written request of C&H or TSL at any time, K&R will promptly return to C&H or TSL (as directed) all original client documents, including corporate records, board resolutions, powers of attorney, and any other original materials provided to K&R. K&R will also provide copies of all work product, memoranda, legal opinions, research, and correspondence generated by K&R in connection with the engagement. To the extent that C&H or TSL directs K&R to destroy any documents or records, K&R will confirm such destruction in writing. K&R may retain copies of its own work product and internal administrative records to the extent required by applicable Greek professional conduct rules or law.

9. Termination

Either C&H (acting on behalf of TSL) or K&R may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, the following provisions shall apply:

(a) K&R will provide reasonable transition assistance to C&H and/or TSL's successor Greek counsel, including briefing successor counsel on the status of all pending assignments, transferring all files and work product as described in Section 8 above, and making K&R personnel reasonably available for consultations during a transition period of not less than thirty (30) days following the effective date of termination.

(b) TSL shall remain responsible for all professional fees and costs properly incurred by K&R through the effective date of termination, and K&R shall submit a final invoice for such fees and costs within thirty (30) days of the termination date.

(c) The confidentiality obligations set forth in Section 7 of this Letter shall survive the termination of the engagement indefinitely.

10. Communication and Reporting

K&R will provide periodic status reports to C&H on all pending assignments and matters within the scope of the engagement. Such status reports may be provided in writing or by telephone or videoconference, as the parties may agree from time to time. At a minimum, K&R will provide a written status update on a monthly basis, timed to coincide with K&R's monthly invoice submission.

All written advice, legal memoranda, opinion letters, and other substantive work product produced by K&R in connection with the engagement shall be addressed to C&H and/or TSL (as directed by C&H) and shall be clearly marked with the following legend:

"PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT"

The primary point of contact at C&H for purposes of this engagement shall be Douglas Carmichael, Partner (for strategic and significant matters) and Carlos Espinoza, Associate (for day-to-day coordination and assignments). The primary point of contact at K&R shall be Dimitrios Konstantinou, Lead Partner. Each party shall promptly notify the other of any changes to its designated contact persons.

11. Governing Law

This engagement letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, United States of America, consistent with the governing law of the underlying litigation. Notwithstanding the foregoing, matters relating to K&R's professional obligations, ethical duties, and regulatory compliance as a law office licensed to practice in the Hellenic Republic shall be governed by the applicable laws and professional conduct rules of Greece, including without limitation the Greek Code of Lawyers (Law 4194/2013, as amended) and the regulations of the Athens Bar Association.

Any dispute arising out of or in connection with this engagement letter that cannot be resolved by good faith negotiation between the parties shall be submitted to binding arbitration administered by the International Chamber of Commerce in accordance with its Rules of Arbitration then in effect, with the seat of arbitration in New York, New York and the language of the arbitration being English.

12. Acceptance

We kindly request that K&R confirm its acceptance of this engagement and its agreement to the terms and conditions set forth in this Letter by having Mr. Dimitrios Konstantinou, as Lead Partner of Konstantinou & Rizos Law Offices, sign in the space provided below and return a countersigned copy of this Letter (together with the completed Exhibit A) to the undersigned at Calderwood & Harkness LLP, One Liberty Plaza, 50th Floor, New York, New York 10006, or by e-mail to dcarmichael@calderwoodharkness.com and cespinoza@calderwoodharkness.com.

Upon execution by both parties, this Letter shall constitute the binding agreement between the parties with respect to the subject matter hereof and shall supersede all prior discussions, negotiations, and understandings (whether written or oral) relating to K&R's retention as Greek local counsel in this matter.

We look forward to working with you on this important matter and are confident that K&R's expertise in Greek corporate and maritime regulatory law will be of significant value to the defense of TSL's interests.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Douglas Carmichael

Title: Partner

By: ________

Name: Francesca Morano

Title: Partner

ACCEPTED AND AGREED:

KONSTANTINOU & RIZOS LAW OFFICES

By: ________

Name: Dimitrios Konstantinou

Title: Lead Partner

Date: ________

cc:

Markos Theodorakis, General Counsel, Thalassa Shipping & Logistics SA Carlos Espinoza, Calderwood & Harkness LLP

EXHIBIT A

KONSTANTINOU & RIZOS LAW OFFICES HOURLY RATE SCHEDULE

(Effective as of October 20, 2023)

The following schedule sets forth the standard hourly rates of Konstantinou & Rizos Law Offices applicable to the engagement described in the foregoing engagement letter. K&R shall complete this Exhibit A by inserting its current standard hourly rates in the table below and returning it, together with the countersigned engagement letter, to Calderwood & Harkness LLP.

Notes:

1. All rates are quoted in euros (€) and are exclusive of applicable value-added tax ("VAT"), which will be invoiced separately at the rate prescribed by Greek law.

2. The rates set forth above are K&R's standard rates as of the date of this engagement letter. K&R will provide C&H with at least thirty (30) days' prior written notice of any adjustments to its hourly rates. Rate adjustments will not apply to work performed prior to the effective date of the adjustment.

3. K&R reserves the right to assign timekeepers of appropriate seniority and expertise to the tasks required under the engagement, consistent with the efficient and cost-effective delivery of legal services. K&R will consult with C&H regarding the staffing of significant assignments.

4. Disbursements will be billed at actual cost in accordance with Section 6 of the engagement letter.

KONSTANTINOU & RIZOS LAW OFFICES

By: ________

Name: Dimitrios Konstantinou

Title: Lead Partner

Date: ________

C&H Matter No. 1044-00006 — Engagement Letter — Konstantinou & Rizos Law Offices — Exhibit A

Timekeeper Category	Hourly Rate (€)
Senior Partners (20+ years PQE)	____
Partners (10–20 years PQE)	____
Senior Associates (5–10 years PQE)	____
Junior Associates (0–5 years PQE)	____
Legal Assistants / Paralegals	____
Administrative Support (for billable tasks only)	____

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 50th Floor New York, New York 10006
Telephone: (212) 555-7800 Facsimile: (212) 555-7801 www.calderwoodharkness.com
October 20, 2023
VIA E-MAIL AND INTERNATIONAL COURIER
Dimitrios Konstantinou, Esq. Lead Partner Konstantinou & Rizos Law Offices 15 Vasilissis Sofias Avenue Athens 106 74, Greece
Re: Retention of Local Counsel — Thalassa Shipping & Logistics SA; Defense of Charter-Party Breach Claim — Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, Supreme Court of the State of New York, New York County
C&H Matter No. 1044-00006
Dear Mr. Konstantinou:
1. Introduction and Purpose
Calderwood & Harkness LLP ("C&H" or the "Firm") writes on behalf of its client, Thalassa Shipping & Logistics SA ("Thalassa" or "TSL"), a Société Anonyme (Ανώνυμη Εταιρεία) organized and existing under the laws of the Hellenic Republic, with its principal office and headquarters located at 42 Akti Miaouli, Piraeus 185 38, Greece. TSL's Chairman of the Board and Chief Executive Officer is Mr. Alexandros Stavridis, and its General Counsel is Mr. Markos Theodorakis. TSL is a privately held international shipping, chartering, and maritime logistics company that currently operates a diversified fleet of approximately thirty-four (34) vessels, consisting of dry bulk carriers, tankers, and container vessels deployed in worldwide tramp and liner trades. For the fiscal year ended December 31, 2022, TSL reported approximate annual revenue of $612 million and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately $98 million.
C&H was retained by TSL on October 16, 2023 to serve as its lead defense counsel in connection with a lawsuit filed by Northwind Maritime Corporation ("Northwind"), a corporation organized and incorporated under the laws of the Republic of the marshall Islands with its principal office located at 1700 Harbor Gateway, Suite 500, Stamford, Connecticut 06902. The above-captioned action, bearing Index No. 655421/2023, is presently pending in the Supreme Court of the State of New York, New York County, Commercial Division.
The purpose of this letter is to set forth the terms upon which C&H and TSL seek to retain Konstantinou & Rizos Law Offices ("K&R") as Greek local counsel to provide advice on specific matters of Greek law arising in connection with the defense of the above-captioned litigation. We have selected K&R based on the firm's well-established reputation in Greek corporate and maritime regulatory law, and we look forward to a productive collaboration throughout the course of this engagement.
This engagement letter (the "Letter") sets forth the scope, terms, and conditions of K&R's retention, including the relationship among the parties, fee arrangements, confidentiality obligations, and other material terms. We ask that you review this Letter carefully and, if the terms are acceptable, countersign and return a copy to us as described in Section 12 below.
2. Background of the Litigation
To provide K&R with the context necessary for the engagement, we summarize the relevant factual and procedural background of the dispute below. A more detailed set of materials, including copies of the pleadings, the charter-party, and related documents, will be provided to K&R upon execution of this Letter.
2.1 The Charter-Party. On December 3, 2020, Thalassa (as disponent owner) and Northwind (as charterer) entered into a thirty-six (36) month time charter-party for the vessel M/V Aegean Fortuna (IMO No. 9847231), a Supramax dry bulk carrier of 58,200 deadweight tonnage ("DWT"), flying the Liberian flag. The charter-party was executed on the New York Produce Exchange Form 2015 ("NYPE 2015"), as amended by a rider of sixty-three (63) additional clauses and three addenda (collectively, the "Charter-Party"; Charter-Party Reference No. NW-TSL-CP-2020-1203). The Charter-Party provided for delivery (commencement) on or about January 15, 2021 and expiration on or about January 14, 2024. The agreed daily hire rate was $14,750 per day, semi-monthly in advance, yielding an aggregate charter value over the full thirty-six-month term of approximately $16,166,000.
The M/V Aegean Fortuna is registered in the name of Aegean Fortuna Shipholding Ltd. ("AFSL"), a single-purpose shipholding company incorporated under the laws of the Republic of Liberia (Registration No. LR-C-20167845). AFSL is a wholly owned subsidiary of TSL and was established for the purpose of holding title to the vessel.
2.2 Northwind's Claims. On October 2, 2023, Northwind filed a verified complaint (the "Complaint") in the Supreme Court of the State of New York, New York County, Commercial Division. The Complaint alleges that TSL breached the terms of the Charter-Party in several material respects. Specifically, Northwind alleges that three separate mechanical incidents occurred during the charter period — involving the main engine turbocharger, the ballast water treatment system, and the auxiliary generator — that rendered the vessel off-hire for a total of sixty-eight (68) days in aggregate. In addition, Northwind alleges that the vessel made an unauthorized route deviation to the port of Maputo, Mozambique in September 2022, purportedly outside the scope of the Master's authority and in breach of the charterer's voyage orders.
Northwind asserts total damages of approximately $18,300,000, consisting of the following principal elements:
(a) off-hire deductions for the sixty-eight (68) days during which the vessel was allegedly unavailable for service;
(b) liquidated damages under Clause 28 of the Charter-Party, as amended, subject to a contractual cap of $4,500,000;
(c) costs incurred by Northwind in obtaining substitute charter tonnage to cover cargo commitments during off-hire periods;
(d) cargo damage in the form of iron ore oxidation allegedly caused by exposure to moisture during one of the mechanical breakdowns;
(e) demurrage and dead freight arising from a missed laycan window at the port of Qingdao, People's Republic of China;
(f) additional port expenses and bunker costs attributable to the deviation and off-hire periods;
(g) lost profit on a sub-charter between Northwind and Eastbourne Bulk Carriers Ltd. ("Eastbourne") for the carriage of a cargo of thermal coal from Richards Bay, South Africa to Mundra, India;
(h) indemnification for third-party shipper claims asserted against Northwind; and
(i) legal fees and costs of the litigation.
2.3 TSL's Defenses and Counterclaim. TSL vigorously contests liability on multiple grounds. Among others, TSL contends that the mechanical incidents were caused by latent defects in the vessel's machinery that were not discoverable through the exercise of due diligence, that certain of the claimed breakdowns were attributable to charterer causation (including improper loading procedures directed by Northwind's agents), that the Maputo deviation was within the Master's discretion under applicable safety and navigational judgment standards, that the Inter-Club New York Produce Exchange Agreement (the "Inter-Club Agreement") allocates a substantial portion of any cargo liability to the charterer, and that Northwind failed to mitigate its damages by unreasonably refusing substitute tonnage offered by TSL.
On November 17, 2023, C&H filed a Verified Answer and Counterclaim on behalf of TSL and AFSL. The counterclaim asserts that Northwind wrongfully withheld hire payments in the aggregate amount of $1,620,000 for the period October 1, 2022 through December 31, 2022, without contractual justification and in breach of the anti-set-off provisions of the Charter-Party.
2.4 Procedural Status. The case has been assigned to the Honorable Lorraine K. Chen, Justice of the Supreme Court, Part 49, located at 60 Centre Street, New York, New York 10007. An initial conference is expected to be scheduled in January 2024, at which time a discovery schedule will be set.
Northwind is represented by Hargrove, Delacroix & Stern LLP, with Margaret Delacroix serving as lead partner for the matter. Hargrove, Delacroix & Stern LLP is located at 600 Lexington Avenue, 28th Floor, New York, New York 10022.
3. Scope of Engagement
The scope of K&R's engagement as Greek local counsel is limited to the matters described in this Section 3. K&R may be asked to provide advice and assistance on additional matters of Greek law that arise during the course of the litigation, subject to mutual agreement and, where applicable, supplemental engagement terms.
3.1 Greek Corporate Authority and Board Resolutions
K&R is retained to advise on all matters of Greek corporate law relating to TSL's authority to engage in the above-captioned litigation, to authorize settlements, and to take other corporate actions in connection with the defense. This scope of work includes, without limitation, the following:
(a) Board Resolutions. Preparation, review, and certification of resolutions of the Board of Directors (Διοικητικό Συμβούλιο) of Thalassa Shipping & Logistics SA as may be required throughout the course of the engagement. Such resolutions may include, without limitation, resolutions authorizing the defense of the litigation, the retention of C&H and K&R as outside counsel, the designation of authorized representatives to act on behalf of TSL in the litigation, and (if applicable) resolutions granting settlement authority to designated officers or representatives.
(b) Corporate Governance Advisory. Advising C&H and TSL on the corporate governance requirements under Greek law, including the applicable provisions of Law 4548/2018 on the Société Anonyme corporate governance framework, as they relate to TSL's decision-making processes in connection with material litigation, settlement negotiations, and any related corporate actions. This includes advising on quorum requirements, voting thresholds, the scope of delegated authority, and any fiduciary duty considerations applicable to the board and management.
(c) Officer Authority. Confirming that Mr. Alexandros Stavridis, in his capacity as Chairman of the Board and Chief Executive Officer, and Mr. Markos Theodorakis, in his capacity as General Counsel, possess proper authority under TSL's articles of incorporation (Katastatiko), board resolutions, and applicable Greek law to act on behalf of TSL in the litigation, to instruct C&H in the conduct of the defense, and to bind TSL to positions taken in the litigation, including but not limited to discovery responses, settlement offers, and stipulations.
(d) Settlement Approval Thresholds. Advising on any requirements under TSL's constitutional documents or applicable Greek law for shareholder approval, extraordinary board action, or other corporate formalities in connection with settlements exceeding specified monetary thresholds. To the extent that TSL's articles of incorporation or internal governance policies impose settlement approval thresholds, K&R will advise on the procedures required to comply with such provisions.
(e) Certified Corporate Documents. Providing certified copies of TSL's corporate documents as may be needed for the New York court proceedings, including but not limited to TSL's current articles of incorporation, certificates of good standing or equivalent documentation from the Greek General Commercial Registry (Γ.Ε.ΜΗ.), current board composition, minutes of relevant board meetings, and any powers of attorney or authorizations executed on behalf of TSL in connection with the litigation.
(f) Coordination with TSL's Auditor. To the extent necessary, coordinating with TSL's auditor, Lysander & Associates, Chartered Accountants, located at 8 Stadiou Street, Athens 105 64, Greece, regarding any financial certifications, corporate records, or audit-related documentation that may be required in connection with the litigation.
3.2 Hellenic Maritime Regulatory Matters
K&R is retained to advise on matters of Greek maritime regulatory law as they relate to the claims and defenses at issue in the litigation. This scope of work includes, without limitation, the following:
(a) Advising on Greek maritime regulatory requirements applicable to TSL's fleet operations, including any regulatory requirements imposed by the Hellenic Ministry of Maritime Affairs and Insular Policy (Υπουργείο Ναυτιλίας και Νησιωτικής Πολιτικής) or the Hellenic Coast Guard, and any regulatory implications of the claims asserted by Northwind in the Complaint.
(b) Advising on the regulatory status and compliance history of TSL with Greek maritime authorities, to the extent that such information may be relevant to the seaworthiness and maintenance defenses asserted by TSL. This includes advising on TSL's compliance with applicable Greek statutory survey requirements, manning regulations, and safety management obligations.
(c) Advising on any Greek law implications of the M/V Aegean Fortuna's classification status with the Global Maritime Classification Bureau ("GMCB"), including the effect of any class notations, conditions of class, or class-related recommendations on TSL's obligations under Greek maritime regulatory law.
(d) Providing guidance on Greek law as it pertains to the obligations of a Greek shipowner operating under the NYPE 2015 time charter-party form, to the extent that any party or the court raises issues of Greek law in connection with the Charter-Party. While the Charter-Party is governed by New York law pursuant to its dispute resolution clause, it is possible that issues of Greek regulatory law may arise in connection with the owner's maintenance and seaworthiness obligations, crew qualifications, or other regulatory matters, and K&R's advice may be needed on such issues.
3.3 Coordination with C&H and TSL
K&R will work under the overall direction and supervision of the C&H team handling the matter. The primary C&H contacts for the engagement are as follows:
•  Douglas Carmichael, Partner (Responsible Partner)
•  Francesca Morano, Partner (Billing Partner)
•  Carlos Espinoza, Associate (Lead Associate, day-to-day coordination)
•  Hannah Brinkley, Associate (Working Associate)
Day-to-day coordination of K&R's work will be handled through Mr. Espinoza and Ms. Brinkley, who will communicate assignments, deadlines, and other instructions to K&R on behalf of the C&H team. K&R should direct all substantive questions regarding the litigation strategy, settlement matters, and other material issues to Mr. Carmichael and Ms. Morano.
On the TSL side, K&R will interface with Mr. Markos Theodorakis, General Counsel, and Ms. Elena Papadimitriou, Chief Financial Officer, as needed to obtain corporate records, financial information, board resolutions, and other documentation required for the engagement. All such communications with TSL personnel should be coordinated through C&H to ensure consistency and efficiency, unless C&H provides K&R with authorization to communicate directly with TSL on specified matters.
K&R will coordinate with C&H regarding any issues of Greek law that arise during the discovery phase of the litigation (currently anticipated to run from approximately January 2024 through August 2024), motion practice (including any dispositive motions or motions to compel), mediation or other alternative dispute resolution proceedings, and settlement discussions. C&H will advise K&R of relevant litigation developments on an ongoing basis and will provide K&R with copies of significant pleadings, orders, and correspondence as necessary for K&R to fulfill its advisory role.
3.4 Limitations on Scope
To avoid any ambiguity, the parties acknowledge the following limitations on K&R's engagement:
(a) K&R is not being retained to appear on behalf of TSL, AFSL, or any other party in the New York proceedings. C&H retains full lead counsel responsibility for all aspects of the litigation pending before the Supreme Court of the State of New York, including the filing of pleadings, conduct of discovery, motion practice, trial preparation, trial, and any appellate proceedings.
(b) K&R is not being retained to advise on the substantive maritime law governing the Charter-Party, which is governed by the laws of the State of New York pursuant to the Charter-Party's dispute resolution clause (Clause 45). K&R's advisory role is limited to matters of Greek regulatory and corporate law, except to the extent that Greek law is affirmatively implicated by the claims, defenses, or procedural requirements of the litigation.
(c) K&R is not being retained to advise on the corporate law of the Republic of Liberia as it affects Aegean Fortuna Shipholding Ltd. Any Liberian corporate law advice required in connection with AFSL will be obtained separately by C&H through appropriate Liberian counsel.
(d) K&R is not being retained to advise on the law of the Republic of the marshall Islands as applicable to Northwind Maritime Corporation. We note for the record that Northwind's marshall Islands counsel is Pacific Maritime Legal Associates, and K&R will have no role with respect to marshall Islands law issues in this matter.
4. Relationship of Parties
K&R is retained as Greek local counsel to C&H and TSL. The attorney-client relationship established by this Letter runs to TSL as the ultimate client. K&R owes duties of competence, diligence, and loyalty to TSL in connection with the subject matter of this engagement, consistent with the applicable rules of professional conduct governing the practice of law in the Hellenic Republic.
C&H will be responsible for the overall legal strategy and direction of the litigation, including decisions regarding pleadings, discovery, motion practice, settlement, and trial. K&R will provide advice and assistance within the scope described in Section 3 above and will defer to C&H on all matters of litigation strategy unless K&R believes that a course of action proposed by C&H would contravene Greek law or K&R's professional obligations under Greek rules of professional conduct.
All work product and legal advice generated by K&R in connection with this engagement will be shared with C&H and TSL. Such work product and advice shall be subject to the attorney-client privilege, the work product doctrine, and any other applicable protections under United States, Greek, and international law. K&R agrees to take all reasonable steps to preserve the privileged and confidential nature of such materials.
K&R acknowledges that TSL's primary outside counsel in this matter is C&H, and that K&R's role is supplementary and advisory in nature. Any communications by K&R with TSL regarding the subject matter of this engagement should be coordinated through C&H unless C&H has provided prior authorization for direct communication on specified topics. Nothing in this Letter shall be construed to limit K&R's obligation to communicate directly with TSL in circumstances where K&R's professional obligations under Greek law require such communication.
5. Conflicts of Interest
K&R confirms that it has conducted a thorough conflicts check in accordance with its internal procedures and applicable Greek professional conduct rules, and that K&R has identified no current or prior representation of, or relationship with, any of the following entities or individuals that would give rise to a conflict of interest precluding K&R's retention in this matter:
(a) Northwind Maritime Corporation (the plaintiff in the above-captioned litigation);
(b) Hargrove, Delacroix & Stern LLP (counsel to Northwind);
(c) Aegean Fortuna Shipholding Ltd. (co-defendant and wholly owned subsidiary of TSL);
(d) Eastbourne Bulk Carriers Ltd. (the sub-charterer under the relevant sub-charter); and
(e) any other adverse party identified in the pleadings or known to K&R at this time.
K&R further confirms that it has no conflict of interest with respect to any of the following entities that are involved in the matter as lenders, insurers, or other interested parties:
(a) Meridian Capital Bank AG, TSL's primary lender, located at Ballindamm 40, 20095 Hamburg, Germany;
(b) Oceanus Mutual Protection & Indemnity Club, TSL's P&I insurer, located in Hamilton, Bermuda;
(c) Fortis Marine Underwriters Ltd., TSL's hull and machinery ("H&M") insurer, located in London, United Kingdom; and
(d) Castellan Professional Liability Insurers Ltd., TSL's directors' and officers' ("D&O") liability insurer, located in Dublin, Ireland.
K&R undertakes to promptly notify C&H in writing if any actual or potential conflict of interest arises at any time during the course of this engagement. In the event that a conflict arises that cannot be resolved through appropriate conflict management procedures (including informed written consent of the affected parties, where permissible), K&R and C&H will confer in good faith to determine the appropriate course of action, which may include K&R's withdrawal from the engagement.
6. Fees and Billing Arrangements
K&R will bill for professional services rendered in connection with this engagement at its standard hourly rates, as set forth in Exhibit A attached hereto. K&R's current rate schedule, including rates for partners, senior associates, junior associates, and legal support staff, shall be completed by K&R and returned to C&H together with the countersigned copy of this Letter. K&R agrees to provide C&H with at least thirty (30) days' prior written notice of any changes to its standard hourly rates.
All invoices shall be submitted by K&R on a monthly basis, in a format reasonably acceptable to C&H, with sufficient detail to permit review of the services rendered, including a description of the work performed, the identity of the timekeeper, the number of hours expended, and the applicable hourly rate. Invoices shall be submitted to C&H for review and approval in the first instance. Following C&H's review, invoices will be forwarded to TSL (attention: Ms. Elena Papadimitriou, Chief Financial Officer) for payment. Alternatively, at TSL's election, C&H will pay K&R's invoices directly and include K&R's professional fees and disbursements as a cost item on C&H's monthly invoices to TSL. TSL will advise C&H of its preferred billing arrangement promptly following execution of this Letter.
K&R agrees that, before undertaking any discrete assignment or task that is expected to exceed €10,000 in professional fees, K&R will provide C&H with a written estimate of the anticipated fees and time required for such assignment. K&R will not exceed such estimate by more than fifteen percent (15%) without prior written approval from C&H.
Disbursements incurred by K&R in connection with the engagement, including but not limited to filing fees, court fees, courier and delivery charges, notarization and apostille costs, certified document charges, and travel expenses (to the extent pre-approved by C&H), will be billed at actual cost without markup. K&R will provide receipts or other documentation for disbursements upon request.
Payment of K&R's invoices shall be due within thirty (30) days of receipt by the paying party (whether TSL or C&H, as applicable). All amounts shall be invoiced and payable in euros (€), unless the parties agree otherwise in writing.
7. Confidentiality
K&R agrees to maintain the strictest confidentiality with respect to all information received in connection with this engagement, whether received from C&H, TSL, or any other source. Confidential information subject to this obligation includes, without limitation, client communications, privileged legal advice, litigation strategy and work product, settlement discussions and proposals, financial information and records of TSL, corporate documents, and any other information relating to the business, operations, or affairs of TSL or AFSL that is disclosed to K&R in connection with the engagement.
K&R shall not disclose any confidential information regarding the engagement to any third party without the prior written consent of both C&H and TSL, except as may be required by applicable Greek law, regulation, or order of a court or regulatory authority of competent jurisdiction. In the event that K&R receives a request or demand for disclosure of confidential information from any third party, governmental authority, or regulatory body, K&R shall promptly notify C&H before making any disclosure (to the extent permissible under applicable law) and shall cooperate with C&H and TSL in seeking appropriate protective measures.
K&R will comply with all applicable data privacy and data protection laws in connection with the engagement, including without limitation Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the "General Data Protection Regulation" or "GDPR") and any implementing legislation of the Hellenic Republic, with respect to any personal data received, processed, or transmitted in connection with the engagement. K&R will implement appropriate technical and organizational measures to protect personal data against unauthorized access, disclosure, or loss. To the extent that K&R processes personal data on behalf of TSL in connection with the engagement, the parties will enter into a data processing agreement consistent with the requirements of Article 28 of the GDPR, if and when appropriate.
8. Document Retention and Return
K&R will maintain all files, records, documents, and work product relating to the engagement in a secure manner and in accordance with applicable Greek law and K&R's internal document retention policies. K&R will ensure that both physical and electronic records are stored securely and are accessible only to authorized personnel within K&R who are working on the engagement.
Upon termination of the engagement, or upon the written request of C&H or TSL at any time, K&R will promptly return to C&H or TSL (as directed) all original client documents, including corporate records, board resolutions, powers of attorney, and any other original materials provided to K&R. K&R will also provide copies of all work product, memoranda, legal opinions, research, and correspondence generated by K&R in connection with the engagement. To the extent that C&H or TSL directs K&R to destroy any documents or records, K&R will confirm such destruction in writing. K&R may retain copies of its own work product and internal administrative records to the extent required by applicable Greek professional conduct rules or law.
9. Termination
Either C&H (acting on behalf of TSL) or K&R may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, the following provisions shall apply:
(a) K&R will provide reasonable transition assistance to C&H and/or TSL's successor Greek counsel, including briefing successor counsel on the status of all pending assignments, transferring all files and work product as described in Section 8 above, and making K&R personnel reasonably available for consultations during a transition period of not less than thirty (30) days following the effective date of termination.
(b) TSL shall remain responsible for all professional fees and costs properly incurred by K&R through the effective date of termination, and K&R shall submit a final invoice for such fees and costs within thirty (30) days of the termination date.
(c) The confidentiality obligations set forth in Section 7 of this Letter shall survive the termination of the engagement indefinitely.
10. Communication and Reporting
K&R will provide periodic status reports to C&H on all pending assignments and matters within the scope of the engagement. Such status reports may be provided in writing or by telephone or videoconference, as the parties may agree from time to time. At a minimum, K&R will provide a written status update on a monthly basis, timed to coincide with K&R's monthly invoice submission.
All written advice, legal memoranda, opinion letters, and other substantive work product produced by K&R in connection with the engagement shall be addressed to C&H and/or TSL (as directed by C&H) and shall be clearly marked with the following legend:
"PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT"
The primary point of contact at C&H for purposes of this engagement shall be Douglas Carmichael, Partner (for strategic and significant matters) and Carlos Espinoza, Associate (for day-to-day coordination and assignments). The primary point of contact at K&R shall be Dimitrios Konstantinou, Lead Partner. Each party shall promptly notify the other of any changes to its designated contact persons.
11. Governing Law
This engagement letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, United States of America, consistent with the governing law of the underlying litigation. Notwithstanding the foregoing, matters relating to K&R's professional obligations, ethical duties, and regulatory compliance as a law office licensed to practice in the Hellenic Republic shall be governed by the applicable laws and professional conduct rules of Greece, including without limitation the Greek Code of Lawyers (Law 4194/2013, as amended) and the regulations of the Athens Bar Association.
Any dispute arising out of or in connection with this engagement letter that cannot be resolved by good faith negotiation between the parties shall be submitted to binding arbitration administered by the International Chamber of Commerce in accordance with its Rules of Arbitration then in effect, with the seat of arbitration in New York, New York and the language of the arbitration being English.
12. Acceptance
We kindly request that K&R confirm its acceptance of this engagement and its agreement to the terms and conditions set forth in this Letter by having Mr. Dimitrios Konstantinou, as Lead Partner of Konstantinou & Rizos Law Offices, sign in the space provided below and return a countersigned copy of this Letter (together with the completed Exhibit A) to the undersigned at Calderwood & Harkness LLP, One Liberty Plaza, 50th Floor, New York, New York 10006, or by e-mail to dcarmichael@calderwoodharkness.com and cespinoza@calderwoodharkness.com.
Upon execution by both parties, this Letter shall constitute the binding agreement between the parties with respect to the subject matter hereof and shall supersede all prior discussions, negotiations, and understandings (whether written or oral) relating to K&R's retention as Greek local counsel in this matter.
We look forward to working with you on this important matter and are confident that K&R's expertise in Greek corporate and maritime regulatory law will be of significant value to the defense of TSL's interests.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Douglas Carmichael
Title: Partner
By: ________
Name: Francesca Morano
Title: Partner
ACCEPTED AND AGREED:
KONSTANTINOU & RIZOS LAW OFFICES
By: ________
Name: Dimitrios Konstantinou
Title: Lead Partner
Date: ________
cc:
Markos Theodorakis, General Counsel, Thalassa Shipping & Logistics SA Carlos Espinoza, Calderwood & Harkness LLP
EXHIBIT A
KONSTANTINOU & RIZOS LAW OFFICES HOURLY RATE SCHEDULE
(Effective as of October 20, 2023)
The following schedule sets forth the standard hourly rates of Konstantinou & Rizos Law Offices applicable to the engagement described in the foregoing engagement letter. K&R shall complete this Exhibit A by inserting its current standard hourly rates in the table below and returning it, together with the countersigned engagement letter, to Calderwood & Harkness LLP.
Notes:
1.  All rates are quoted in euros (€) and are exclusive of applicable value-added tax ("VAT"), which will be invoiced separately at the rate prescribed by Greek law.
2.  The rates set forth above are K&R's standard rates as of the date of this engagement letter. K&R will provide C&H with at least thirty (30) days' prior written notice of any adjustments to its hourly rates. Rate adjustments will not apply to work performed prior to the effective date of the adjustment.
3.  K&R reserves the right to assign timekeepers of appropriate seniority and expertise to the tasks required under the engagement, consistent with the efficient and cost-effective delivery of legal services. K&R will consult with C&H regarding the staffing of significant assignments.
4.  Disbursements will be billed at actual cost in accordance with Section 6 of the engagement letter.
KONSTANTINOU & RIZOS LAW OFFICES
By: ________
Name: Dimitrios Konstantinou
Title: Lead Partner
Date: ________
C&H Matter No. 1044-00006 — Engagement Letter — Konstantinou & Rizos Law Offices — Exhibit A
Timekeeper Category | Hourly Rate (€)
Senior Partners (20+ years PQE) | ____
Partners (10–20 years PQE) | ____
Senior Associates (5–10 years PQE) | ____
Junior Associates (0–5 years PQE) | ____
Legal Assistants / Paralegals | ____
Administrative Support (for billable tasks only) | ____

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA E-MAIL AND INTERNATIONAL COURIER

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED:

KONSTANTINOU & RIZOS LAW OFFICES

EXHIBIT A

KONSTANTINOU & RIZOS LAW OFFICES HOURLY RATE SCHEDULE

KONSTANTINOU & RIZOS LAW OFFICES

Record

Parties

Dates

Amounts