Contract analysis

I. Purpose and Executive Summary This memorandum documents the results of the conflicts check conducted by Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with the proposed joint engagement of Thalassa Shipping & Logistics Société Anonyme ("TSL"), a Greek société anonyme headquartered at 42 Akti Miaouli, Piraeus 18538, Greece, and its wholly-owned Delaware subsidiary, Thalassa Americas Inc. ("TAI"), wit

II. Proposed Client Identification A. Thalassa Shipping & Logistics Société Anonyme (TSL) Full Legal Name: Thalassa Shipping & Logistics Société Anonyme Entity Type: Société Anonyme (SA) organized under the laws of the Hellenic Republic (Greece), registered with the Athens General Commercial Registry (Γ.Ε.ΜΗ.) Headquarters: 42 Akti Miaouli, Piraeus 18538, Greece Greek Tax Identification Number (AFM): 998214763 Year F

III. Identified Adverse and Potentially Adverse Parties All of the following parties were identified through preliminary discussions with Marcus Hale (TAI President), Irini Dalakoura (TSL CFO), and Stavros Papageorgiou (TSL General Counsel), as well as through a review of the executed Senior Secured Credit Agreement dated June 15, 2019 (as amended), the Mezzanine Note Purchase Agreement dated February 28, 2020, and t

1. Nordbank International AG (Category: Counterparty/Lender — Administrative Agent and Collateral Agent) Entity Type: Aktiengesellschaft (AG) organized under Swiss law Headquarters: Bahnhofstrasse 78, 8001 Zürich, Switzerland Role: Administrative Agent and Collateral Agent under the Senior Secured Credit Agreement dated June 15, 2019 (as amended through the Third Amendment dated April 12, 2022). Nordbank is also the

2. Aegean Capital Bank SA (Category: Counterparty/Lender) Headquarters: Athens, Greece Commitment: $110 million under the Senior Secured Credit Facility Key Contact: Nikolaos Ventouris, Director, Structured Finance Conflicts Search Result: No hit. No current or prior C&H representation of or adverse to Aegean Capital Bank SA.

3. Harborstone Bank plc (Category: Counterparty/Lender) Headquarters: London, United Kingdom Commitment: $95 million under the Senior Secured Credit Facility Key Contact: Fiona Aldrich, Managing Director, Transportation & Infrastructure Lending Conflicts Search Result: No hit. No current or prior C&H representation of or adverse to Harborstone Bank plc.

4. Pacifica Trade Finance Corp. (Category: Counterparty/Lender) Headquarters: Singapore Commitment: $82 million under the Senior Secured Credit Facility Key Contact: Wei Lin Tan, Senior Vice President, Shipping & Trade Finance Conflicts Search Result: No hit. No current or prior C&H representation of or adverse to Pacifica Trade Finance Corp.

5. Continental Maritime Lending GmbH (Category: Counterparty/Lender) Headquarters: Hamburg, Germany Commitment: $72 million under the Senior Secured Credit Facility Key Contact: Klaus Rheinfeld, Director, Maritime Credit Conflicts Search Result: No hit. No current or prior C&H representation of or adverse to Continental Maritime Lending GmbH.

6. Triton Credit Partners LP (Category: Counterparty/Lender) Headquarters: 399 Park Avenue, 14th Floor, New York, New York 10022 Commitment: $68 million under the Senior Secured Credit Facility Key Contact: David Sorokin, Partner Conflicts Search Result: No hit. No current or prior C&H representation of or adverse to Triton Credit Partners LP. Variant searches for "Triton Credit," "Triton Partners," and "Triton Capit

7. Laurentian Shipping Fund II (Category: Counterparty/Lender) Headquarters: Montreal, Canada Commitment: $55 million under the Senior Secured Credit Facility Key Contact: Marie-Claire Gagnon, Portfolio Manager Conflicts Search Result: No hit. No current or prior C&H representation of or adverse to Laurentian Shipping Fund II.

8. Caspian Asset Management Ltd. (Category: Counterparty/Lender) Headquarters: Dubai, United Arab Emirates (Dubai International Financial Centre) Commitment: $40 million under the Senior Secured Credit Facility Key Contact: Rashed Al-Khatib, Head of Shipping Conflicts Search Result: No hit. No current or prior C&H representation of or adverse to Caspian Asset Management Ltd.

9. Pelagos Institutional Credit Fund (Category: Counterparty/Lender) Headquarters: Limassol, Cyprus Commitment: $26 million under the Senior Secured Credit Facility Key Contact: Andreas Michailides, Fund Manager Conflicts Search Result: No hit. No current or prior C&H representation of or adverse to Pelagos Institutional Credit Fund. Facility Summary: The total commitments under the Senior Secured Credit Facility acr

10. Dralvecen Mezzanine Capital LLC ("BMC") (Category: Counterparty/Lender — Second Lien) Entity Type: Limited liability company organized under the laws of the State of Delaware Headquarters: 600 Lexington Avenue, 22nd Floor, New York, New York 10022 Role: Holder of $112.3 million in mezzanine notes (second lien), originally issued at a principal amount of $100 million on February 28, 2020, pursuant to the Mezzanine

11. Garrison Trust Company (Category: Creditor — Indenture Trustee) Headquarters: 100 Wall Street, 16th Floor, New York, New York 10005 Role: Indenture Trustee under the Indenture dated March 1, 2020, governing the $50 million aggregate principal amount of 8.25% Senior Unsecured Notes due March 1, 2025 (CUSIP: 87265BAB5), issued by TSL. The notes are guaranteed by TAI. As of the date of this memorandum, no payment de

12. Olympian Fuel & Supply SA (Category: Creditor — Trade) Headquarters: 7 Iroon Polytechniou, Piraeus 18535, Greece Role: Largest trade creditor of the Thalassa group. Olympian Fuel & Supply SA is TSL's primary bunker fuel supplier for its Mediterranean and Northern European trade routes. As of September 30, 2022, TSL owed Olympian Fuel & Supply SA approximately $9.2 million, representing approximately 23.8% of TSL'

13. Whitfield, Crane & Burgess LLP (Category: Opposing Counsel — Counsel to the Ad Hoc Group of Senior Secured Lenders) Headquarters: 51 West 52nd Street, 38th Floor, New York, New York 10019 Lead Partner: Graham Whitfield III Senior Associate: Priya Nandakumar Conflicts Search Result: No current or prior client relationship between C&H and Whitfield, Crane & Burgess LLP. No C&H attorney who would be staffed on this

14. Kellner & Foss LLP (Category: Opposing Counsel — Counsel to Dralvecen Mezzanine Capital LLC) Headquarters: 1185 Avenue of the Americas, 30th Floor, New York, New York 10036 Lead Partner: Theodore Kellner Associate: Samantha Ong Conflicts Search Result: No hit. No current or prior client relationship between C&H and Kellner & Foss LLP. Searches on the individual attorneys (Theodore Kellner and Samantha Ong) also r

15. Ashford, Brightmoor Group & McKay PC (Category: Opposing Counsel — Counsel to the Informal Group of Unsecured Noteholders) Headquarters: 299 Park Avenue, 18th Floor, New York, New York 10171 Lead Partner: Carolyn Brightmoor Group Associate: Robert Mancini Conflicts Search Result: No hit. No current or prior client relationship between C&H and Ashford, Brightmoor Group & McKay PC. Searches on the individual attorn

16. Kensington Veltrian Partners LLC (Category: Financial Advisor — Co-Advisor to TSL/TAI) Headquarters: 300 Park Avenue, 12th Floor, New York, New York 10022 Role: Proposed financial advisor to TSL and TAI in connection with the restructuring. A co-engagement of Kensington Veltrian and C&H by the clients is anticipated. Kensington Veltrian has been advising TSL and TAI on an informal basis since approximately July 2

17. Draycott Advisory Group LLC (Category: Financial Advisor — Advisor to the Ad Hoc Group) Headquarters: 520 Madison Avenue, 20th Floor, New York, New York 10022 Role: Financial advisor to the Ad Hoc Group of Senior Secured Lenders. Key Contact: Vanessa Chow, Partner Conflicts Search Result: No hit. No current or prior C&H representation of or adverse to Draycott Advisory Group LLC.

18. Alderney Management Advisors LLC (Category: Other Relevant Party — CRO Candidate) Headquarters: 200 Clarendon Street, 45th Floor, Boston, Massachusetts 02116 Role: Potential provider of Chief Restructuring Officer ("CRO") services to TAI. A standby engagement is expected to be entered into in connection with the Chapter 11 contingency planning workstream. CRO Designee: Richard "Rick" Thornberg Conflicts Search Re

19. Vassiliou & Demetriou Law Offices (Category: Other Relevant Party — Greek Co-Counsel) Headquarters: 15 Vasilissis Sofias Avenue, Athens 10674, Greece Role: Greek counsel to TSL. Vassiliou & Demetriou has represented TSL and the Kostandinos family for approximately fifteen years. A co-counsel arrangement is anticipated in which C&H will coordinate with Vassiliou & Demetriou on cross-border insolvency, Greek corpor

20. Grainger, Holt & Associates LLP (Category: Other Relevant Party — Independent Auditors) Headquarters: 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom Role: Independent auditors of TSL's consolidated financial statements. Grainger, Holt has served as TSL's auditor since 2015. It is anticipated that the Firm may need to coordinate with Grainger, Holt in connection with the preparation of financial dis

21. Pendleton Claim Services Inc. (Category: Other Relevant Party — Potential Claims and Noticing Agent) Headquarters: 1601 Elm Street, Suite 4200, Dallas, Texas 75201 Role: Potential claims and noticing agent for any Chapter 11 case filed by TAI. A standby engagement is expected to be negotiated as part of the Chapter 11 contingency planning workstream. Key Contact: Laura Pendleton, President Conflicts Search Result

22. Drakos Maritime Valuations Ltd. (Category: Other Relevant Party — Vessel Appraisers) Headquarters: 28 Poseidonos Avenue, Piraeus 18531, Greece Role: Vessel appraisers. Drakos Maritime Valuations has been engaged by TSL to provide desktop and on-site valuations of the fifty-vessel fleet in connection with the restructuring analysis. Key Contact: Captain Nikos Drakos Conflicts Search Result: No hit. No C&H represen

23. Seaward & Beckett Insurance Brokers Ltd. (Category: Other Relevant Party — Insurance Broker) Headquarters: 71 Fenchurch Street, London EC3M 4BS, United Kingdom Role: Insurance broker for TSL's fleet, covering protection and indemnity (P&I), hull and machinery (H&M), loss of hire, and freight demurrage and defense (FD&D) policies. Key Contact: Ian Beckett Conflicts Search Result: No hit. No C&H representation of o

24. Promontory Indemnity Insurance Co. (Category: Other Relevant Party — D&O Insurance Carrier) Jurisdiction: Bermuda Role: Carrier of the directors' and officers' liability insurance policy for TSL and TAI. Policy No. PII-DO-2022-08847, with an aggregate limit of $25 million. The policy period runs from August 1, 2022 through July 31, 2023. Coverage may be implicated in the event of any litigation or claims against

25. Capitol Registered Agents LLC (Category: Other Relevant Party — Registered Agent) Address: 1209 Orange Street, Wilmington, Delaware 19801 Role: Registered agent for TAI in the State of Delaware. This is a ministerial role only. Capitol Registered Agents was searched for completeness. Conflicts Search Result: No hit.

IV. Search Methodology The conflicts search was conducted in accordance with Calderwood & Harkness's standard conflicts clearance procedures, as set forth in the Firm's Conflicts Policy Manual (revised January 2022) and the New York Rules of Professional Conduct, Rules 1.7 and 1.10. The search methodology encompassed the following steps:

1. NMIS Database Search. All entity names were run through the Calderwood & Harkness NMIS conflicts database, including full legal names, abbreviated names, trade names, d/b/a designations, and commonly used acronyms. For entities with non-English names or transliterated names (e.g., Greek entities), variant transliterations and English equivalents were also searched. Specifically, the following search strings were e

2. Individual Name Searches. Searches were also run on all identified individuals, including principals, officers, directors, general counsel, and key contacts at each entity listed in Sections II and III above. In total, searches were conducted on approximately thirty-five (35) individual names.

3. Cross-Reference Check — Active, Dormant, and Closed Matters. A cross-reference check was performed against the Firm's complete matter list, encompassing active, dormant, and closed matters, for the period extending back seven (7) years from the date of the search (i.e., from October 22, 2015 through October 22, 2022). This cross-reference was designed to identify not only current engagements but also any prior rep

4. Practice Group Manual Review. In addition to the automated NMIS search, a manual review was conducted by contacting the practice group leaders and relevant senior associates in the following practice groups at Calderwood & Harkness: Bankruptcy & Restructuring, Finance, Shipping & Maritime, and Tax. Each practice group was asked to confirm whether any of the identified entities or individuals had been involved in a

5. Affiliated Entity and Subsidiary Search. All affiliated entities and subsidiaries known at this stage were included in the search. This encompassed KFO Holdings SA (the Kostandinos family holding company), TAI (the wholly-owned U.S. subsidiary), and any other affiliated entities disclosed by the proposed clients. It is noted that TSL owns and operates its fleet through a structure involving fourteen (14) vessel-ow

6. Lateral Attorney Screen Review. The Firm's records of outstanding lateral-hire ethical screens were reviewed to confirm that no attorney who would be staffed on this matter has any screen that would be implicated by the proposed engagement.

V. Analysis of Potential Issues A. No Current Representations of Adverse Parties Calderwood & Harkness does not currently represent, and has not within the past seven (7) years represented, any of the following adverse or potentially adverse parties: • Any of the nine (9) senior secured lenders: Nordbank International AG, Aegean Capital Bank SA, Harborstone Bank plc, Pacifica Trade Finance Corp., Continental Maritime

1. Approach by Adverse Parties. If any member of the Ad Hoc Group, any individual lender, Dralvecen Mezzanine Capital, or any unsecured noteholder seeks to retain C&H on any unrelated matter during the pendency of this engagement, a formal conflict analysis should be conducted before any such engagement is accepted, and an ethical screen may need to be implemented. The Conflicts Department has been alerted to this po

2. Vessel-Owning SPVs. As noted in Section IV above, the fourteen (14) vessel-owning SPVs identified as collateral under the Senior Secured Credit Agreement have not yet been individually searched. The Firm has requested a full list of SPV names from Stavros Papageorgiou (TSL General Counsel), and a supplemental conflicts search must be conducted promptly upon receipt. If any SPV has been involved in prior litigation

3. Unsecured Noteholder Identification. The individual members of the informal group of unsecured noteholders have not been identified. A supplemental conflicts search will be conducted when their identities are disclosed.

4. Additional Parties. If additional parties become involved in the restructuring — including, without limitation, potential acquirers of vessels or terminal assets, DIP lenders, replacement agents, statutory committees appointed by the U.S. Trustee, or regulatory bodies — a supplemental conflicts check will be required for each such party.

VI. Proposed Engagement Team The following attorneys are proposed to be staffed on the matter: Each team member has confirmed, through individual written certification submitted to the Conflicts Department on October 22, 2022, that he or she has no personal or professional relationship with any identified adverse party, counsel, or financial advisor that would give rise to a conflict of interest or require recusal. I

VII. Conclusion and Recommendation Based on the comprehensive conflicts search and analysis described in this memorandum, no disqualifying conflicts of interest have been identified under Rule 1.7 (concurrent-client conflicts), Rule 1.9 (successive-representation conflicts), or Rule 1.10 (imputation of conflicts) of the New York Rules of Professional Conduct. The Firm is cleared to proceed with the joint engagement o

1. Standard Advance Conflict Waiver Provisions Addressing Joint Representation. The engagement letter should contain a clear disclosure that C&H is representing both TSL and TAI in this matter, an explanation of the potential for diverging interests (particularly in the event of a Chapter 11 filing for TAI only), and an advance waiver by both clients acknowledging and consenting to the joint representation.

2. Provisions Addressing Potential Future Conflicts. The engagement letter should include a provision stating that if any identified adverse party (or any entity that later becomes adverse in this matter) seeks to retain C&H on a matter unrelated to this engagement, C&H reserves the right to accept such engagement, provided that it is not substantially related to this matter and does not involve the assertion of a cl

3. Right of Withdrawal. The engagement letter should include a provision expressly acknowledging that C&H may withdraw from the representation of one or both clients if an irreconcilable conflict arises between TSL and TAI that cannot be resolved through informed consent, ethical screening, or other measures. In such event, C&H would assist the withdrawing client in obtaining substitute counsel and would cooperate in

VIII. Conflicts Department Certification The undersigned hereby certifies that a comprehensive conflicts search was conducted through the Calderwood & Harkness New Matter Intake System ("NMIS") on October 22–23, 2022, in connection with the proposed engagement of Thalassa Shipping & Logistics Société Anonyme and Thalassa Americas Inc. (Proposed Matter No. 1044-00003). The NMIS database was current as of October 22, 2