Contract analysis

I. Purpose and Summary of Conclusion This memorandum documents the results of the conflicts analysis conducted by the undersigned in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Thalassa Shipping & Logistics SA ("Thalassa" or "TSL"), a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its principal offices and headquarters l

II. Description of the Proposed Engagement A. Nature of the Action The proposed engagement involves C&H's defense of TSL and Aegean Fortuna in a breach of charter-party claim brought by Northwind Maritime Corporation. The action was commenced by the filing of a verified complaint on October 2, 2023, in the Supreme Court of the State of New York, New York County, Commercial Division, under Index No. 655421/2023. The m

III. Conflicts Search Methodology A. Systems and Databases All conflicts searches were conducted on October 12 and October 13, 2023, utilizing C&H's New Business Intake and Conflicts System ("NBICS"), the Firm's centralized conflicts database. NBICS maintains records of all current and former client engagements, adverse parties, related entities, individual principals and contacts, and all associated attorneys and st

1. Thalassa Shipping & Logistics SA — including variations: "TSL," "Thalassa Shipping," "Thalassa S.A.," and Greek-language transliterations (Θάλασσα Ναυτιλιακή & Εφοδιαστική ΑΕ). Greek Tax ID (AFM) 998342671 was also cross-referenced.

2. Aegean Fortuna Shipholding Ltd. — including variations: "Aegean Fortuna," "AFSL." Liberian Registration No. LR-C-20167845 was also cross-referenced.

3. Northwind Maritime Corporation — including variations: "Northwind," "Northwind Maritime," "Northwind Maritime Corp." Marshall Islands Entity No. MI-94827 was also cross-referenced.

4. Eastbourne Bulk Carriers Ltd. — the sub-charterer to whom Northwind sub-chartered the M/V Aegean Fortuna, identified from the complaint and pre-engagement materials. Individual Principals and Key Personnel:

5. Alexandros Stavridis — Chairman and Chief Executive Officer, TSL.

6. Elena Papadimitriou — Chief Financial Officer, TSL.

7. Markos Theodorakis — General Counsel, TSL.

8. Viktor Lindgren — President and Managing Director, Northwind.

9. Sandra Chow — Chief Financial Officer, Northwind.

10. Richard Hartnett — General Counsel, Northwind. Lenders, Insurers, and Service Providers:

11. Meridian Capital Bank AG — TSL's primary lender, with principal offices at Ballindamm 40, 20095 Hamburg, Germany.

12. Oceanus Mutual Protection & Indemnity Club — TSL's P&I insurer, domiciled in Bermuda.

13. Fortis Marine Underwriters Ltd. — TSL's hull and machinery insurer, domiciled in London.

14. Castellan Professional Liability Insurers Ltd. — TSL's directors and officers liability insurer, domiciled in Dublin.

15. Lysander & Associates, Chartered Accountants — TSL's external auditor, with offices at 8 Stadiou Street, Athens 105 64, Greece.

16. Global Maritime Classification Bureau (GMCB) — the classification society for the M/V Aegean Fortuna. Opposing Counsel:

17. Hargrove, Delacroix & Stern LLP — Northwind's counsel of record.

18. Margaret Delacroix — lead partner at HD&S.

19. Jason Trumbull — senior associate at HD&S.

20. Priya Mehta — associate at HD&S. C. Additional Cross-References and Manual Reviews In addition to the NBICS searches described above, the following supplemental procedures were performed: • Cross-references were run against all current C&H client matters in the Litigation (General), Litigation (Maritime), Corporate, Finance, and Maritime/Shipping practice groups. These cross-references were designed to identify a

IV. Results of Conflicts Search A. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd. A thorough search of the NBICS database returned no results indicating any prior or current representation of Thalassa Shipping & Logistics SA, Aegean Fortuna Shipholding Ltd., or any other known affiliate or subsidiary of TSL by Calderwood & Harkness LLP. The search encompassed all name variations, the Greek Tax I

I. Lysander & Associates, Chartered Accountants Lysander & Associates, Chartered Accountants ("Lysander"), is TSL's external auditor, with offices at 8 Stadiou Street, Athens 105 64, Greece. Lysander's audit work product, including TSL's audited financial statements, may be relevant to damages calculations and financial disclosures in the Northwind litigation. The NBICS search returned no results indicating any curre

V. Lateral Hire Review A review was conducted of the lateral attorney files for all attorneys who have joined C&H within the past 24 months, with particular focus on any attorney currently assigned or proposed to be assigned to the TSL matter team. The review was designed to identify any prior professional involvement with any party, entity, or individual identified in this memorandum — whether as a client, adverse p

VI. Proposed Staffing The following attorneys are proposed to staff the TSL matter: No staffing conflicts have been identified with respect to any of the above-listed attorneys. None of the proposed team members has any current or former relationship with any party, entity, or individual involved in the Northwind litigation, as confirmed by the NBICS search and the lateral hire review described above.

VII. Recommendations and Conditions Based on the foregoing conflicts analysis, the undersigned make the following recommendations:

1. Clearance to Proceed. The proposed representation of Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd. is cleared from a conflicts perspective. No disqualifying conflict has been identified under the New York Rules of Professional Conduct or C&H's internal conflicts policies. The Firm may proceed with the engagement, subject to the conditions set forth below.

2. Meridian Capital Bank AG — Monitoring Protocol. Given C&H's ongoing representation of Meridian Capital Bank AG in two unrelated matters (Matter No. 1044-00006, led by Rebecca Thornton, Finance; and Matter No. 1044-00006, led by James Whitford, Regulatory), the following monitoring protocol shall be implemented for the duration of the TSL engagement: (a) Information Barriers. Although a formal ethical wall is not r

3. Eastbourne Bulk Carriers Ltd. — File Notation. The closed 2019 engagement for Eastbourne Bulk Carriers Ltd. (Matter No. 1044-00006) should be noted in the TSL matter file. While the prior Eastbourne engagement does not create a conflict, the notation serves as a reminder that if Eastbourne becomes a party to the Northwind action — whether through a third-party claim brought by Northwind, an intervention by Eastbou

4. Engagement Letter. The engagement letter to be sent to Markos Theodorakis, General Counsel of Thalassa Shipping & Logistics SA, should clearly reflect the scope of the proposed representation as follows: defense of TSL and Aegean Fortuna Shipholding Ltd. in the action captioned Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, Supreme Cou

VIII. Approval The undersigned request approval to proceed with the proposed representation of Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd. in accordance with the terms and conditions set forth in this memorandum. This memorandum has been reviewed by the C&H General Counsel's Office, which confirmed its clearance on October 14, 2023. APPROVED: By: ________ Douglas Carmichael Responsible Partne