Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Thalassa Shipping & Logistics SA ("TSL" or the "Company"), a Société Anonyme organized and existing under the laws of the Hellenic Republic (Greek General Commercial Registry (Geniko Emporiko Mitroo — GEMI) No. 148276201000), to serve as issuer's counsel in connection with the proposed

2. Description of the Transaction Based on our discussions with Mr. Theodorakis and the preliminary term sheet circulated by Anchor Bay Securities LLC on May 31, 2022, we understand that the Transaction contemplated by this Engagement Letter is as follows: Co-Issuers. The proposed transaction involves the offering by TSL and Thalassa Finance Pte. Ltd. ("TFPL"), a Singapore private company limited by shares (Unique En

3. Scope of Representation Calderwood & Harkness will serve as lead international counsel to TSL in connection with the Transaction. In such capacity, the Firm will undertake the responsibilities described in this Section 3. Unless otherwise specified, all work described below will be performed by the Calderwood & Harkness team identified in Section 4, with the assistance of such additional attorneys and professional

4. Staffing The following Calderwood & Harkness professionals have been assigned to this matter and will constitute the core team for the engagement: Robert Adeyemi will have overall responsibility for the engagement and will serve as the primary relationship partner for TSL. Mr. Adeyemi will be the principal point of contact for Mr. Theodorakis and other senior representatives of the Company on all material aspects

5. Fees and Billing Arrangements 5.1 Fee Basis Calderwood & Harkness will bill for professional services rendered in connection with this engagement on an hourly basis at the Firm's standard billing rates then in effect for each timekeeper assigned to the matter. The Firm's standard billing rates are reviewed and adjusted periodically, typically on an annual basis effective January 1 of each year. The Company will be

6. Identification of the Client The client in this engagement is Thalassa Shipping & Logistics SA, and only Thalassa Shipping & Logistics SA. Calderwood & Harkness does not represent, and this Engagement Letter does not create an attorney-client relationship with, any affiliate, subsidiary, parent company, shareholder, partner, officer, director, employee, or agent of TSL, whether in a corporate or individual capacit

7. Conflicts of Interest 7.1 Conflict Check Prior to undertaking this engagement, Calderwood & Harkness conducted a conflict of interest check in accordance with the Firm's standard policies and procedures and the applicable rules of professional conduct. The conflict check was documented in a Conflict Check Memorandum dated June 10, 2022, prepared by Natasha Forbes and reviewed and approved by Robert Adeyemi. The co

8. Confidentiality Calderwood & Harkness will maintain the confidentiality of all information received from or on behalf of TSL in connection with this engagement, including all documents, data, communications, and other materials provided to the Firm by the Company or its affiliates, officers, directors, employees, agents, or advisors (collectively, "Confidential Information"). The Firm's confidentiality obligations

9. Document Retention Calderwood & Harkness will retain all engagement files and records relating to this matter in accordance with the Firm's document retention policy, as in effect from time to time. The Firm's current document retention policy provides for the retention of closed matter files for a period of ten (10) years from the date of matter closure, unless a longer retention period is required by applicable

10. Limitation of Liability To the fullest extent permitted by applicable law, Calderwood & Harkness's aggregate liability to TSL arising out of or in connection with this engagement, whether based on contract, tort (including negligence), breach of fiduciary duty, or any other theory of liability, shall not exceed the total professional fees actually paid by TSL to Calderwood & Harkness for services rendered under t

11. Governing Law and Dispute Resolution This Engagement Letter and any dispute, claim, or controversy arising out of, relating to, or in connection with this Engagement Letter, the engagement contemplated hereby, or the attorney-client relationship between Calderwood & Harkness and TSL, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law

12. Termination Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party delivered in accordance with the notice provisions of this Engagement Letter. In the event of termination by TSL, TSL shall remain obligated to pay Calderwood & Harkness for all professional services rendered and all out-of-pocket expenses incurred by the Firm through the effective dat

13. Entire Agreement; Amendments This Engagement Letter, together with the Calderwood & Harkness LLP Standard Terms of Engagement enclosed herewith and incorporated herein by reference, constitutes the entire agreement between Calderwood & Harkness and TSL with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, proposals, agreements, and understandings, whethe

14. Acceptance and Counterparts We would be grateful if you could confirm TSL's acceptance of the terms and conditions set forth in this Engagement Letter by having an authorized officer of the Company execute the acceptance block set forth below and return one signed copy to the attention of: Robert Adeyemi Calderwood & Harkness LLP 125 Broad Street New York, NY 10004 Email: r.adeyemi@calderwoodharkness.com This Eng