Contract analysis

1. Executive Summary Calderwood & Harkness LLP ("C&H" or the "Firm") has been asked by Thalassa Shipping & Logistics SA ("Thalassa" or "TSL"), a Société Anonyme organized under the laws of the Hellenic Republic, to serve as borrower's counsel in the negotiation and documentation of a $150,000,000 senior secured revolving credit facility (the "Proposed Facility"). The Proposed Facility is intended to refinance TSL's e

2. Description of the Proposed Matter 2.1 Client Information Client Name: Thalassa Shipping & Logistics SA Registered Address: 14 Akti Miaouli, Piraeus 185 35, Greece Form of Organization: Société Anonyme (S.A.) organized under the laws of the Hellenic Republic Greek Tax Identification Number (AFM): 094728361 GEMI Registration Number: 143209501000 TSL is a mid-market Greek shipping company engaged in the ownership, o

3. Identified Parties Subject to Conflicts Check Set forth below is a comprehensive list of all parties, counterparties, and third-party professionals identified in connection with the Proposed Facility, against which the Firm's conflicts search has been conducted. The parties are organized by category and role in the transaction. 3.1 Client and Client Affiliates Thalassa Shipping & Logistics SA — the Borrower. Socié

4. Conflicts Search Methodology 4.1 Database and System The conflicts search was conducted using Calderwood & Harkness LLP's firm-wide conflicts clearance system, known internally as the New Business Intake System ("NBIS"). NBIS is the Firm's centralized database of record for all client engagements, adverse party designations, prospective matter inquiries, and related conflicts data. The system is maintained by the

5. Results of Conflicts Check — Entity-by-Entity Analysis 5.1 Thalassa Shipping & Logistics SA and Affiliates The NBIS search returned no results for Thalassa Shipping & Logistics SA, Thalassa Dry Bulk Holdings Ltd., Thalassa Tanker Operations Ltd., or Thalassa Logistics International Ltd. The Firm has no record of any prior or current engagement involving any of these entities, whether as a client, adverse party, or

6. Key Individual Screens In addition to the entity-level search described in Section 5, the conflicts check was also conducted against the named individuals associated with the transaction parties. Specifically, the following individuals were screened through NBIS: The NBIS search returned no hits against any of the above-named individuals as current or former clients of the Firm, adverse parties in any matter, or p

7. Engagement Team Screens In accordance with the Firm's conflicts clearance procedures, each member of the proposed engagement team has been asked to confirm, in writing, that he or she has no personal conflict of interest with any party to the Proposed Facility. Specifically, each team member has confirmed the following: (a) Financial Interests: No member of the proposed engagement team holds any direct or indirect

8. Ethical Rules Considered The conflicts analysis set forth in this memorandum has been conducted with reference to the following provisions of the New York Rules of Professional Conduct, which govern the professional obligations of attorneys admitted to practice in the State of New York: Rule 1.7 — Conflict of Interest: Current Clients. Rule 1.7(a) provides that, except as permitted by paragraph (b), a lawyer shall

9. Conclusion and Recommendation Based on the comprehensive conflicts search and analysis set forth in this memorandum, including the entity-by-entity review of all identified parties (Section 5), the individual screens of all named principals and contacts (Section 6), the engagement team personal conflict confirmations (Section 7), and the analysis under the applicable New York Rules of Professional Conduct (Section

1. Execution and delivery of the engagement letter with Thalassa Shipping & Logistics SA, to be dated March 10, 2023;

2. Completion of the new matter intake process in NBIS under proposed matter number 1044-00002;

3. Completion of KYC/AML screening for TSL and its subsidiary guarantors (Thalassa Dry Bulk Holdings Ltd., Thalassa Tanker Operations Ltd., and Thalassa Logistics International Ltd.); and

4. Formal opening of the matter in the Firm's billing and timekeeping systems on or before March 13, 2023.

10. Approval Please indicate your approval or non-approval below and return this memorandum to the Firm's conflicts department (Attention: Rachel Ingersoll, Conflicts Analyst) prior to March 13, 2023, to allow for timely opening of the matter. APPROVAL: APPROVED — The matter is cleared for opening. Proceed with the engagement letter, new matter intake, and KYC/AML screening as recommended. NOT APPROVED — Additional i