Contract analysis

I. Introduction We write in connection with our engagement pursuant to the engagement letter dated September 22, 2022, under which Calderwood & Harkness LLP was retained to advise and represent Thalassa Shipping & Logistics SA ("TSL" or the "Company") in connection with the customs classification and valuation dispute with the Independent Authority for Public Revenue of the Hellenic Republic (Ανεξάρτητη Αρχή Δημοσίων

II. Summary of AADE Assessment and Exposure A. Classification Assessment (ADAN/2022/0073) The Classification Assessment relates to the tariff classification of container-handling equipment imported by TSL from Hailong Heavy Industries Co., Ltd. ("Hailong"), a manufacturer headquartered in Ningbo, People's Republic of China. The equipment was imported between March 2019 and January 2022 under four master purchase cont

1. Twelve (12) ship-to-shore ("STS") gantry cranes, imported under Contract HHI-TSL-2019-001, with a declared CIF value of €38,400,000 (12 units at €3,200,000 per unit); and

2. Eight (8) automated stacking crane ("ASC") systems, imported under Contract HHI-TSL-2020-003, with a declared CIF value of €28,800,000 (8 units at €3,600,000 per unit). The combined reclassified equipment value base is therefore €67,200,000 (€38,400,000 + €28,800,000). At the 2.2% MFN rate applicable to CN 8428 90 90, the additional classification duty assessed by AADE amounts to: €67,200,000 × 2.2% = €1,478,400 A

1. Technology License Fees — €4,900,000 AADE contends that technology license fees totaling €4,900,000, paid by TSL to Hailong under a Technology License Agreement ("TLA") dated January 10, 2019, should be included in the customs value of the imported equipment. The TLA license fee was calculated as 5% of the aggregate €98,000,000 equipment purchase price and was paid in three installments: • €1,960,000 paid in March

2. Procurement Coordination Fee — €2,940,000 AADE contends that a procurement coordination fee of €2,940,000 paid by TSL to Nereus Maritime Advisory Limited ("Nereus"), a company incorporated in the Republic of Cyprus (company registration number HE 387214), should be included in the customs value. The fee was calculated as 3% of the aggregate €98,000,000 purchase price. TSL characterized this payment as a "buying co

3. Commissioning Services — €2,100,000 AADE contends that commissioning services valued at €2,100,000, performed by Hailong personnel in Greece after importation, should be added to the customs value under Article 71(1)(b) UCC as a condition-of-sale cost. These services were provided under Contract HHI-TSL-2021-004, which was a bundled contract that also included spare parts (€2,100,000) and software (€1,400,000). AA

III. Initial Assessment of TSL's Defenses We set forth below our initial assessment of the strength of TSL's defenses to each element of the AADE Assessments. These assessments are preliminary and may evolve as we develop the factual record and complete our expert analyses. A. Classification Defense — Strength: Strongest TSL's classification of the STS gantry cranes and ASC systems under heading 8426 of the Combined

IV. Actions Taken to Date The following table summarizes the actions taken to date in connection with this matter: All advisors and local counsel have been briefed on the substance of the AADE Assessments and have commenced their respective workstreams. Coordination calls among the advisory team are being held weekly on Tuesdays at 10:00 AM CET.

V. Recommended Next Steps We recommend the following actions over the coming weeks and months. Each is discussed in detail below. A. BTI Application (Target Filing Date: November 15, 2022) We recommend that TSL file a Binding Tariff Information ("BTI") application with AADE under Article 33 of the Union Customs Code, requesting a binding ruling that the STS gantry cranes and ASC systems are properly classified under

1. Assert TSL's indemnification rights under Article 9.1 of the Customs Brokerage Agreement between TSL and Peloros dated February 1, 2019, under which Peloros agreed to indemnify TSL against losses arising from Peloros's errors or omissions in the preparation and filing of customs declarations;

2. Request preservation by Peloros of all records relating to the 47 Single Administrative Document (SAD) filings made on TSL's behalf, including all classification worksheets, customs valuation calculations, correspondence with AADE, and internal working papers; and

3. Request disclosure of Peloros's professional indemnity insurance details, including the identity of the insurer, policy number, policy limits, and applicable retention. We note that the Customs Brokerage Agreement contains a liability cap at Article 9.3, which limits Peloros's total aggregate liability to the greater of three times the annual brokerage fees paid by TSL or €500,000. Based on the annual fees reflect

VI. Financial Covenant and Lender Considerations For Ms. Papadimitriou's reference, we provide a brief summary of the financial covenant considerations arising from the AADE Assessments in relation to TSL's Compass Maritime Bank SA €75 million revolving credit facility, dated September 1, 2020: • The facility contains a Net Debt / EBITDA covenant with a maximum ratio of 3.5×. • TSL's current projected ratio as of Dec

VII. Request for Client Meeting We respectfully request a meeting with TSL management — either in person at TSL's offices in Piraeus or by secure videoconference — during the week of October 24, 2022. The purpose of this meeting will be to: • Discuss the assessment and strategic options set forth in this letter in greater detail; • Finalize the defense strategy and prioritize among the recommended next steps; • Begin

1. The Hailong procurement process from inception through contract execution, including how Hailong was identified as a supplier, whether alternative suppliers were considered, and the key commercial terms negotiated;

2. Nereus's actual role in the procurement process, the specific services Nereus performed, and the commercial rationale for engaging Nereus as a procurement intermediary rather than contracting directly with Hailong;

3. The decision-making process for entering into the Technology License Agreement, including whether the TLA was negotiated independently of the equipment purchase contracts or as part of a single integrated transaction; and

4. The existence of any contemporaneous documents demonstrating Nereus's genuine procurement activities on behalf of TSL — such as market research reports, supplier evaluation memoranda, records of quality inspections conducted at Hailong's Ningbo facility, price comparison analyses, or records of price negotiations with Hailong or other potential suppliers. The information and documents gathered through this intervi

VIII. Closing We appreciate TSL's confidence in Calderwood & Harkness to handle this important matter. As the foregoing assessment indicates, TSL has strong defenses on the classification issue and a solid position on the commissioning services valuation element, while the technology license fee and Nereus procurement fee issues will require careful development and strategic handling. We are confident that a well-pre

1. Preliminary Case Assessment Memorandum (transmitted under separate cover)

2. Draft Document Preservation Notice PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION This letter and any attachments are privileged and confidential, intended solely for the use of the addressees. Unauthorized disclosure, copying, or distribution is strictly prohibited. If you have received this communication in error, please notify the sender immediately. Component | Mid-Case Estimate (€) | High-End Est