Contract analysis

I. STATUS OF DOCUMENT COLLECTION A. Summary of Partial Production On September 2, 2022, TSL produced to C&H a partial set of responsive documents comprising approximately 340 pages. While we appreciate the effort involved in assembling even this initial tranche, the production represents only a fraction of the documents identified in our August 5, 2022 Document Preservation and Collection Request as necessary to cond

1. TWA bank statements from Banque Equatoriale de Commerce SA ("BEC"). We have requested all bank statements for all TWA accounts held at BEC, Abidjan, for the period from January 1, 2018 through the present. No bank statements have been produced for any period. These records are essential for tracing the flow of funds from TWA to Goldenshore and, ultimately, to any downstream recipients, including any foreign govern

2. TNL bank statements (all periods). Similarly, no bank statements have been produced for any TNL account at any financial institution for any period. We understand TNL maintains accounts at both Harborview Commerce Bank and Aldermere Bancorp. Records from both institutions are required.

3. TWA and TNL petty-cash ledgers and cash-disbursement vouchers. Given the nature of port-agency operations in the West Africa region, petty-cash disbursements represent a significant corruption risk. No petty-cash ledgers or supporting cash-disbursement vouchers have been produced for either TWA or TNL.

4. Complete set of Goldenshore invoices (both commissions and expediting fees). As noted above, only 23 of an estimated 150–200 expediting-fee invoices have been produced. Additionally, no Goldenshore commission invoices have been produced. The commission invoices are necessary for us to understand the full scope of the commercial relationship between TWA/TNL and Goldenshore and to evaluate whether commission payment

5. Goldenshore corporate registry filings from the Ghana Registrar-General's Department. These filings are necessary to identify Goldenshore's beneficial owners, directors, and shareholders, and to determine whether any of those individuals are current or former government officials or relatives thereof. No such filings have been produced.

6. Wire-transfer confirmations for all payments made to Goldenshore. Wire-transfer confirmations would identify the originating and receiving accounts, the beneficiary name and address, and any intermediary banks involved in the transaction. No wire-transfer confirmations have been produced.

7. Vessel-call logs and customs-clearance records. These records are necessary to correlate Goldenshore expediting-fee invoices with specific vessel arrivals at ports in Côte d'Ivoire and Nigeria, and to assess whether the fees paid bear any reasonable relationship to the services purportedly rendered.

8. Email and messaging communications involving Cédric Anouma and Emeka Obiora. Mr. Anouma (Managing Director, TWA) and Mr. Obiora (Country Manager, TNL) are the two individuals most directly involved in the engagement and management of Goldenshore. Collection and review of their email and messaging communications — including business and personal email accounts, Meridian Services Inc. messages, and any other messagi

9. Employment files and conflict-of-interest disclosures for key custodians. We have requested the employment files (including hiring records, compensation history, and annual conflict-of-interest disclosures, if any) for Mr. Anouma, Mr. Obiora, and the following additional custodians: Amara Diallo (Finance Manager, TWA), Chukwuemeka Nwosu (Finance Controller, TNL), and Kofi Mensah-Bonsu (Operations Director, TWA). N

II. OBSERVATIONS ON PARTIAL PRODUCTION Set forth below are our preliminary observations on selected categories of documents received in the September 2 partial production. These observations are preliminary in nature, are based on an incomplete record, and are subject to revision as additional documents are produced and reviewed. A. Expediting-Fee Invoices The 23 Goldenshore expediting-fee invoices produced in the Se

III. INTERIM RECOMMENDATIONS Based on our review of the partial production received to date and the patterns and deficiencies identified above, we set forth the following interim recommendations for discussion with Ms. Karavelis-Stavrou. These recommendations are designed to mitigate ongoing risk, preserve evidence, and position TSL to advance the investigation in a timely and credible manner.

1. Immediate Suspension of Expediting-Fee Payments to Goldenshore In light of the red flags identified in the expediting-fee invoices, we strongly recommend that TSL instruct TWA management to immediately suspend all "expediting fee" payments to Goldenshore Maritime Consultants Ltd. pending completion of this internal review. The invoices reviewed to date lack adequate supporting documentation, reflect patterns consi

2. Activation of Northpoint Forensic Advisors LLC We strongly recommend that TSL authorize the immediate activation of Northpoint Forensic Advisors LLC ("Northpoint") to conduct a forensic review of TWA and TNL bank accounts and payment records. Northpoint is a Washington, DC-based forensic accounting and financial advisory firm with extensive experience in FCPA investigations in the extractive, maritime, and logisti

3. Retention of Ivorian Local Counsel We recommend that TSL formally retain the law firm of Dossou & Mensah Avocats in Abidjan, Côte d'Ivoire, to advise on the legal requirements applicable to the collection and cross-border transfer of employee communications and personal data under Ivorian law, including specifically Loi n° 2013-450 du 19 juin 2013 relative à la protection des données à caractère personnel, as well

4. Escalation of Document Collection As noted above, the current pace of document production is not sufficient to advance the investigation in a manner consistent with the timeline set forth in our Preliminary Scoping Memorandum of August 1, 2022. We recommend that Ms. Karavelis-Stavrou or Alexandros Fitsakis, Chief Financial Officer of TSL, travel to Abidjan in person to oversee the collection of outstanding documen

5. Credit-Facility Analysis Liam Donahue, an associate in C&H's banking and finance group, has completed a preliminary review of the credit agreement between TSL and Meridian Atlantic Bank NA, executed on January 15, 2020. The credit agreement provides for a $120 million senior secured revolving credit facility with a maturity date of January 15, 2025. As of the most recent compliance certificate filed by TSL (for th

Section 5.18 of the credit agreement ("Anti-Corruption Laws") requires TSL to represent and warrant that neither it nor any of its subsidiaries has: "directly or indirectly, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from cor

IV. BUDGET AND TIMELINE We set forth below a summary of fees and costs incurred to date, together with our current estimates for the total professional fees anticipated in connection with this internal review. C&H Fees Billed to Date. Through August 31, 2022, C&H has billed approximately $87,500 in professional fees in connection with this matter. This amount reflects work performed during the initial scoping phase,

V. OPEN ITEMS AND NEXT STEPS We respectfully request a call with Ms. Karavelis-Stavrou during the week of September 19, 2022, to discuss the following items. We suggest scheduling at least 90 minutes for this call to allow adequate time for a substantive discussion of each topic. (a) Timeline for completing document production. We wish to discuss a realistic but accelerated timeline for production of the outstanding

I. Scope of Work Northpoint Forensic Advisors LLC ("Northpoint") has been engaged by Calderwood & Harkness LLP, acting as outside counsel to Thalassa Shipping & Logistics SA ("TSL"), to perform forensic accounting and financial advisory services in connection with C&H's internal review of potential FCPA issues involving TSL's West African subsidiaries, Thalassa West Africa SARL ("TWA") and Thalassa Nigeria Limited ("

1. Forensic review of TWA bank statements. Northpoint will obtain and analyze all available bank statements for TWA's accounts at Banque Equatoriale de Commerce SA ("BEC"), Abidjan, Côte d'Ivoire, for the period from January 1, 2018 through the present. The analysis will focus on identifying all payments to Goldenshore and any other intermediaries, agents, or vendors involved in port-agency or customs-facilitation se

2. Forensic review of TNL bank statements. Northpoint will obtain and analyze all available bank statements for TNL's accounts at Harborview Commerce Bank and Aldermere Bancorp for the same period. The analysis will parallel the TWA bank-statement review described above.

3. Cash-flow tracing. Northpoint will trace the flow of funds from TWA and TNL through Goldenshore and, to the extent ascertainable from available records, to the ultimate recipients of those funds. This workstream is designed to determine whether payments made by TWA or TNL to Goldenshore were ultimately directed, in whole or in part, to foreign government officials, political parties, or other prohibited recipients

4. Petty-cash review. Northpoint will review all available petty-cash ledgers and cash-disbursement vouchers maintained by TWA and TNL for the review period. Petty-cash disbursements represent a significant corruption risk in port-agency operations and will be analyzed for evidence of unsubstantiated or improperly documented payments.

5. Invoice reconciliation. Northpoint will reconcile all available Goldenshore invoices — including both commission invoices and expediting-fee invoices — to corresponding entries in TWA and TNL bank statements, general ledgers, and accounts-payable records. Discrepancies will be documented and investigated.

6. Identification of additional intermediaries and related-party transactions. In the course of the foregoing workstreams, Northpoint will identify any additional intermediaries, related-party transactions, or undisclosed payment channels that may warrant further investigation.

II. Estimated Timeline Northpoint estimates that the foregoing scope of work can be completed in approximately 8 to 12 weeks from the date of activation, subject to the timely receipt of complete bank records, general-ledger data, petty-cash documentation, and invoices. Delays in the production of underlying records will extend the timeline proportionally. Northpoint will provide bi-weekly status reports to C&H durin

III. Fee Estimate Northpoint estimates its total professional fees for this engagement at $175,000 to $300,000, based on a blended hourly rate of $475 per hour and an estimated total of 370 to 630 billable hours. The breadth of the range reflects the current uncertainty regarding the volume of records to be reviewed and the complexity of the tracing analysis, both of which are contingent on the completeness of the do

IV. Engagement Team The Northpoint engagement will be led by: Sandra Bellingham, CPA, CFE Managing Director, Forensic & Dispute Advisory Services Northpoint Forensic Advisors LLC 1700 K Street NW, Suite 600 Washington, DC 20006 Telephone: (202) 555-4300 Email: sbellingham@northpointforensic.com Ms. Bellingham is a Certified Public Accountant and Certified Fraud Examiner with over 18 years of experience in forensic ac