Contract analysis

I. Purpose of Memorandum This memorandum documents the results of a comprehensive conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") as issuer's counsel to Thalassa Shipping & Logistics SA ("TSL") in a proposed $400,000,000 aggregate principal amount offering of Senior Secured Notes due 2029 (the "Notes" and, the transac

II. Summary of Proposed Transaction The Proposed Transaction involves the offering by TSL and TFPL, as co-issuers, of $400,000,000 in aggregate principal amount of Senior Secured Notes due 2029 (the "Notes"). The key terms and structural elements of the Proposed Transaction, as currently understood based on preliminary discussions with the client and the initial purchasers, are summarized below. Issuers. The Notes wi

III. Parties Checked The following is a comprehensive list of all parties, entities, individuals, and service providers identified in connection with the Proposed Transaction against whom conflict searches were conducted. Parties are organized by category and role in the Proposed Transaction. A. Client and Client Affiliates The following entities comprise the client group for purposes of this conflict check. Each ent

1. Thalassa Shipping & Logistics SA ("TSL") • Entity Type: Société Anonyme (Greek corporation) • Jurisdiction: Greece • Registration: GEMI No. 148276201000 • Registered Office: 42 Akti Miaouli, Piraeus 185 35, Greece • Role in Transaction: Primary issuer; co-issuer of the Notes • Description: Greek-headquartered private shipping and logistics company engaged in the ownership, operation, and commercial management of o

2. Thalassa Finance Pte. Ltd. ("TFPL") • Entity Type: Private Company Limited by Shares • Jurisdiction: Singapore • Registration: UEN 202209345K • Registered Office: 8 Marina Boulevard, #36-02, Marina Bay Financial Centre Tower 1, Singapore 018981 • Role in Transaction: Co-issuer of the Notes; wholly-owned special purpose subsidiary of TSL • Sole Director: Marina Demetriou (CFO of TSL)

3. Kallistratos Maritime Holdings Ltd. ("KMH") • Entity Type: BVI Business Company • Jurisdiction: British Virgin Islands • Registered Office: Craigmuir Chambers, Road Town, Tortola, British Virgin Islands • Role in Transaction: 72.5% equity holder of TSL; 100% beneficially owned by Dimitrios Kallistratos; expected to provide a limited parent guarantee capped at $50,000,000

4. Thalassa Dry Bulk Operations Ltd. ("TDBO") • Entity Type: Private Limited Company • Jurisdiction: Malta • Role in Transaction: Fleet-owning subsidiary responsible for 22 dry-bulk carriers; expected to serve as a guarantor subsidiary under the Notes indenture

5. Thalassa Container Feeder Ltd. ("TCF") • Entity Type: Limited Liability Company • Jurisdiction: Republic of the marshall Islands • Role in Transaction: Fleet-owning subsidiary responsible for 12 container feeder vessels; expected to serve as a guarantor subsidiary under the Notes indenture

6. Thalassa Port Services FZCO ("TPS") • Entity Type: Free Zone Company • Jurisdiction: Dubai, United Arab Emirates • Role in Transaction: Port logistics subsidiary of TSL; expected to serve as a guarantor subsidiary under the Notes indenture

7. Thalassa Freight Solutions Pte. Ltd. ("TFS") • Entity Type: Private Company Limited by Shares • Jurisdiction: Singapore • Role in Transaction: Freight forwarding subsidiary of TSL; expected to serve as a guarantor subsidiary under the Notes indenture B. Key Principals and Individuals Associated with Client The following individuals have been identified as key principals, officers, or directors associated with the

1. Dimitrios Kallistratos — Chairman of the Board of Directors of TSL; controlling shareholder; sole beneficial owner of Kallistratos Maritime Holdings Ltd. (KMH), the 72.5% equity holder of TSL.

2. Elena Kallistratos-Pavlou — Vice Chairwoman of the Board of Directors of TSL; member of the Kallistratos family; oversees fleet management and vessel acquisitions.

3. Spyros Andreou — Chief Executive Officer of TSL; responsible for day-to-day management and operations; primary management contact for the Proposed Transaction.

4. Marina Demetriou — Chief Financial Officer of TSL; sole director of TFPL; primary financial and treasury contact for the Proposed Transaction.

5. Alexandros Theodorakis — General Counsel (in-house) of TSL; primary legal contact on the client side; responsible for coordination with external counsel. C. Equity Investors / Sponsors

1. Pelagos Capital Partners Fund III LP ("Pelagos Fund III") • Entity Type: Exempted Limited Partnership • Jurisdiction: Cayman Islands • Registered Office: PO Box 309, Ugland House, George Town, Grand Cayman, Cayman Islands • Role: 18.0% equity holder of TSL; holds board representation (2 of 7 directors); expected to hold observer rights on Notes documentation (no direct party status) • AUM (Fund III): Approximately

2. Pelagos Capital Management Ltd. • Entity Type: Exempted Limited Company • Jurisdiction: Cayman Islands • Role: General partner / investment manager of Pelagos Fund III • Managing Partner: Andreas Vournas

3. Management (ESOP Trust) • Role: 9.5% equity holder of TSL, held through a management equity incentive plan and employee stock ownership trust D. Initial Purchasers / Underwriters

1. Anchor Bay Securities LLC ("ABS") • Entity Type: Limited Liability Company • Jurisdiction: Delaware, United States • Regulatory Status: SEC-registered broker-dealer; FINRA member • Address: 599 Lexington Avenue, 28th Floor, New York, NY 10022 • Role in Transaction: Lead-left bookrunner and lead initial purchaser • Key Contacts: • Marcus Reinhardt, Managing Director, Head of Shipping & Transportation DCM • Priya Su

2. Halcyon Partners International Ltd. ("HPI") • Entity Type: Company incorporated in England & Wales • Regulatory Status: FCA-authorized • Address: 25 Old Broad Street, London EC2N 1HQ, United Kingdom • Role in Transaction: Co-manager and co-initial purchaser • Key Contacts: • James Ogilvie, Managing Director, European High-Yield • Sophie Chen, Director, Transportation & Infrastructure E. Trustee and Security Agent

1. Marlowe Asset Management Trust Company of Singapore Pte. Ltd. ("VTC") • Entity Type: Private Company Limited by Shares • Jurisdiction: Singapore • Registration: UEN 199804782D • Address: 80 Robinson Road, #02-00, Singapore 068898 • Role in Transaction: Indenture trustee for the Notes • Key Contact: Richard Tan, Vice President, Corporate Trust

2. Atlas Collateral Agency Pte. Ltd. ("ACA") • Entity Type: Private Company Limited by Shares • Jurisdiction: Singapore • Registration: UEN 200115678R • Address: 80 Robinson Road, #02-00, Singapore 068898 • Role in Transaction: Security agent / collateral agent for the Notes • Key Contact: Karen Ng, Associate Director, Collateral Services F. Existing Lenders (To Be Refinanced) The following existing lenders to TSL ho

1. Meridian Maritime Bank AG • Entity Type: Aktiengesellschaft (Swiss corporation) • Address: Talstrasse 18, 8001 Zürich, Switzerland • Role: Existing bilateral ship-finance lender to TSL; approximately $190,000,000 outstanding; facility to be fully refinanced with Notes proceeds • Key Contact: Hans-Peter Gerber, Senior Director, Shipping Finance

2. Clearwater Shipping Finance Ltd. • Entity Type: English private limited company • Address: 1 Fleet Place, London EC4M 7RA, United Kingdom • Role: Existing bilateral ship-finance lender to TSL; approximately $120,000,000 outstanding; facility to be fully refinanced with Notes proceeds • Key Contact: Emma Blackwood, Director, Structured Ship Finance G. Other Counterparties and Service Providers Identified The follow

1. Polaris Ratings Group Ltd. — Bermuda exempted company; ESMA-registered credit rating agency; engaged to provide a credit rating for the Notes.

2. Oceanic Credit Assessments Inc. — Delaware corporation; SEC-registered Nationally Recognized Statistical Rating Organization ("NRSRO"); engaged to provide a credit rating for the Notes.

3. Kestrel & White Chartered Accountants — Greek Société Anonyme; independent auditor to TSL; will provide comfort letters in connection with the offering.

4. Compass Marine Valuations Ltd. — English private limited company; independent fleet appraiser; engaged to provide vessel appraisals for collateral valuation purposes.

5. Whitfield & Crane LLP — International law firm; counsel to the Initial Purchasers (ABS and HPI). Searched as an adverse-party check, given that Whitfield & Crane's clients (the Initial Purchasers) will be counterparties to TSL in the purchase agreement negotiations.

6. Delphi & Karidis LLP — Greek law firm; engaged as issuer's Greek local counsel, to work alongside Calderwood & Harkness as co-counsel on matters of Greek corporate law and regulatory compliance. Searched as a co-counsel check.

7. Rajendra & Osman LLP — Singapore law firm; engaged as issuer's Singapore local counsel, to work alongside Calderwood & Harkness as co-counsel on matters of Singapore law, including the governing law of the indenture and related transaction documents. Searched as a co-counsel check.

8. Thornton Ashworth LLP — International law firm; counsel to the Trustee (VTC) and the Security Agent (ACA). Searched as an adverse-party check.

IV. Methodology The conflict check described in this memorandum was conducted in accordance with Calderwood & Harkness's standard conflict clearance procedures, as set forth in the Firm's General Counsel's Office Policy Manual. The following methodology was employed:

1. Centralized Conflict Management System ("CMS"). A comprehensive full-text search was conducted of the Firm's centralized conflict management database, which contains records of all current and former client representations, adverse parties, related parties, and key individuals associated with each matter. The CMS is maintained by the Firm's General Counsel's Office and is updated on a continuous, real-time basis b

2. Search Terms. Searches were conducted against all party names, short names, trade names, and known aliases for each entity and individual listed in Section III of this memorandum. A complete list of all search strings used is set forth in Appendix A. To minimize the risk of false negatives, wildcard and partial-match searches were employed in addition to exact-match queries. Searches were conducted using both the

3. Individual Searches. Additional searches were conducted against the names of all key individuals listed in Section III.B (Key Principals and Individuals Associated with Client) and Section III.C (Equity Investors / Sponsors), including Dimitrios Kallistratos, Elena Kallistratos-Pavlou, Spyros Andreou, Marina Demetriou, Alexandros Theodorakis, and Andreas Vournas.

4. Cross-Referencing. CMS search results were cross-referenced against the following additional sources to ensure completeness: (a) The Firm's current active matter list, as maintained by the Firm's Finance Department; (b) The Firm's recently closed matters database, covering all matters closed within the past 36 months (i.e., from June 2019 to the present); (c) The Firm's lateral hire portability lists, which track

5. Practice Group and Sector Review. In addition to the automated CMS searches, the undersigned manually reviewed the Capital Markets practice group's client roster and the Firm's Shipping and Transportation sector client list to identify any potential conflicts that may not have been captured by the automated search. Both reviews were completed on June 9, 2022, and no additional conflicts were identified beyond thos

6. Heightened Scrutiny — Existing Lenders. Given that proceeds of the Notes offering will be used, in part, to fully refinance the existing bilateral ship-finance facilities extended by Meridian Maritime Bank AG ($190,000,000 outstanding) and Clearwater Shipping Finance Ltd. ($120,000,000 outstanding), heightened scrutiny was applied to the conflict search results for these two parties. In particular, the search was

7. Timing. The initial CMS search was run on June 8, 2022, at 9:15 a.m. Eastern Time. Follow-up searches and manual reviews were completed on June 9, 2022. The final search was refreshed on June 10, 2022, at 8:00 a.m. Eastern Time, to capture any matters opened or updated after the initial search date. No new results were identified in the refreshed search.

V. Results of Conflict Search The results of the conflict search are set forth below, organized by party or party group. For each party, the memorandum describes the search results, the assessment of any potential conflict, and the conclusion. A. Thalassa Shipping & Logistics SA and Affiliates (TSL, TFPL, KMH, TDBO, TCF, TPS, TFS) A comprehensive search was conducted for each of the seven entities comprising the Thal

I. Clearwater Shipping Finance Ltd. Searches were conducted for Clearwater Shipping Finance Ltd. and relevant variants (including "Clearwater Shipping," "Clearwater Shipping Finance," "Clearwater," and "CSFL"). No current or prior representations of Clearwater Shipping Finance Ltd. were identified in the CMS. Clearwater did not appear as an adverse party, related party, or interested party in any current or prior mat

VI. Summary of Findings The following table summarizes the results of the conflict search for all parties checked in connection with the Proposed Transaction: Summary. Of the 29 parties and individuals checked, only one potential conflict was identified: Calderwood & Harkness's concurrent active representation of Meridian Maritime Bank AG as lender's counsel in an unrelated European project finance transaction, combi

VII. Conclusion and Recommendation Based on the comprehensive conflict search described in this memorandum, and subject to the resolution of the one identified potential conflict as described above, Calderwood & Harkness LLP is cleared to proceed with the proposed engagement as issuer's counsel to Thalassa Shipping & Logistics SA in connection with the $400,000,000 Senior Secured Notes offering due 2029. The one iden

1. Engagement Letter. Finalize the engagement letter for execution on June 13, 2022. The engagement letter should incorporate conflict disclosure and waiver language regarding the concurrent representation of Meridian Maritime Bank AG. The disclosure should state, in substance, that Calderwood & Harkness currently represents Meridian Maritime Bank AG in an unrelated matter, that the Proposed Transaction involves the

2. Ethical Screen. Although not strictly required given that bilateral consent has been obtained, it is recommended as a matter of best practice that an informal ethical screen be maintained between the Capital Markets team working on the Proposed Transaction and the Banking & Finance team working on the Meridian Active Matter, to prevent the inadvertent disclosure of confidential information between the two engageme

3. Supplemental Conflict Checks. If additional parties emerge during the course of the Proposed Transaction — including, without limitation, additional co-managers or initial purchasers, additional guarantor subsidiaries, additional existing lenders whose facilities are to be refinanced, or other counterparties not identified in this memorandum — supplemental conflict checks should be run promptly and the results doc

4. File Documentation. This memorandum, together with the appendices referenced herein, should be maintained in the matter file (Matter No. 1044-00004) as the permanent record of the conflict clearance process for the Proposed Transaction.

VIII. Approval The undersigned have reviewed this Conflict Check Memorandum and approve the engagement of Calderwood & Harkness LLP as issuer's counsel to Thalassa Shipping & Logistics SA in connection with the $400,000,000 Senior Secured Notes offering due 2029, subject to the conflict resolution measures described herein. RESPONSIBLE PARTNER By: ________ Name: Robert Adeyemi Title: Responsible Partner, Capital Mark

1. Internal Email Chain — June 9–10, 2022 An internal email chain was initiated on June 9, 2022, between the Capital Markets team (Robert Adeyemi, Responsible Partner; Natasha Forbes, Working Associate) and the Banking & Finance team in the London office regarding the concurrent representation issue. The correspondence addressed the following matters: (a) Notification by the Capital Markets team to the Banking & Fina

2. Meridian Relationship Partner Confirmation — June 10, 2022 On June 10, 2022, the Meridian relationship partner in the Banking & Finance group confirmed in writing (via internal email) that Meridian Maritime Bank AG has been informed of Calderwood & Harkness's proposed engagement as issuer's counsel to TSL in the Notes offering and has no objection to the engagement. The Meridian relationship partner's confirmation

3. TSL Consent — Pending TSL's informed consent to the concurrent representation will be obtained through the engagement letter, which is expected to be executed on June 13, 2022. The engagement letter will include a dedicated disclosure paragraph describing the Firm's concurrent representation of Meridian Maritime Bank AG in an unrelated matter and will contain an express waiver and consent by TSL. The engagement le