Contract analysis

I. CREDIT AGREEMENT AND RELATED DOCUMENTS 1 | Credit Agreement | Execution and delivery of Credit Agreement among Thalassa Shipping & Logistics SA, as Borrower, the Guarantors party thereto, Meridian Atlantic Bank, N.A., as Administrative Agent, and the Lenders party thereto | Borrower / Administrative Agent / Lender's Counsel / Borrower's Counsel | In Progress | Near-final draft circulated July 3, 2023; governed by

II. SECURITY DOCUMENTS 6 | Ship Mortgages | Execution and delivery of First Preferred Ship Mortgages on each of the 18 Mortgaged Vessels in favor of Pinnacle Trust & Agency Services Inc. as Collateral Agent | Borrower / Collateral Agent / Borrower's Counsel | In Progress | C&H markup of form mortgage delivered June 23, 2023; aggregate appraised FMV $780,000,000 per Seastone appraisals 7 | Ship Mortgages | Recording/r

III. CORPORATE AUTHORIZATIONS — BORROWER 13 | Corporate — Borrower | Certified copy of Articles of Association (as amended) of Thalassa Shipping & Logistics SA | Borrower / Borrower's Counsel | Pending | Greek Société Anonyme; GEMI Registration No. 143209501000 14 | Corporate — Borrower | Board of Directors resolution of Thalassa Shipping & Logistics SA authorizing the Credit Facility and related documents, and desig

IV. CORPORATE AUTHORIZATIONS — GUARANTORS 17 | Corporate — Guarantor | Certified copy of constitutional documents of Thalassa Dry Bulk Holdings Ltd. (Cyprus) | Borrower / Borrower's Counsel | Pending | Private limited company — Cyprus 18 | Corporate — Guarantor | Board resolution of Thalassa Dry Bulk Holdings Ltd. authorizing execution of Guarantee Agreement and Security Documents | Borrower / Borrower's Counsel | Pe

V. LEGAL OPINIONS 29 | Legal Opinions | New York law enforceability opinion of Calderwood & Harkness LLP (Borrower's Counsel) addressed to Administrative Agent and the Lenders, covering enforceability of Credit Agreement and related documents | Borrower's Counsel | In Progress | Outline prepared July 1, 2023; standard shipping finance assumptions and qualifications 30 | Legal Opinions | Greek law opinion of Pavlopoul

VI. FINANCIAL STATEMENTS AND CERTIFICATES 34 | Financial Statements | Audited consolidated financial statements of Thalassa Shipping & Logistics SA for fiscal year ended December 31, 2022 (Revenue ~$620M; EBITDA ~$145M) | Borrower | In Progress | Audited by Hawthorne & Garrett LLP 35 | Financial Statements | Audited consolidated financial statements of Thalassa Shipping & Logistics SA for fiscal years ended December

VII. VESSEL APPRAISALS AND FLEET DOCUMENTATION 39 | Vessel Appraisals | Independent vessel appraisals for each of the 18 Mortgaged Vessels from Seastone Maritime Advisors Ltd. (lead appraiser: Duncan Fairweather) | Administrative Agent | In Progress | Appraisals delivered July 10, 2023; aggregate FMV $780,000,000 40 | Vessel Appraisals | Confirmation that aggregate appraised FMV of Mortgaged Vessels satisfies minimum

VIII. INSURANCE 46 | Insurance | Evidence of hull & machinery insurance for each Mortgaged Vessel, with Collateral Agent (Pinnacle Trust & Agency Services Inc.) named as loss payee | Borrower | Pending | Insurance broker: Trident Marine Insurance Brokers Ltd. 47 | Insurance | Evidence of P&I club coverage for each Mortgaged Vessel, with Collateral Agent named as additional assured / loss payee as applicable | Borrowe

IX. PAYOFF AND EXISTING FACILITY 51 | Payoff — Existing Facility | Payoff letter from Harborstone National Bank (contact: Philip Rennert) confirming outstanding principal, accrued interest, fees, and payoff amount under existing $125,000,000 Revolving Credit Facility (Credit Agreement dated November 15, 2018, as amended by First Amendment dated June 30, 2020 and Second Amendment dated March 1, 2022) | Borrower / Admi

X. FUNDS FLOW AND CLOSING MECHANICS 56 | Funds Flow | Closing Funds Flow Memorandum — final version showing: (a) initial borrowing of $125,000,000; (b) Harborstone payoff of ~$124,687,500; (c) fee payments ($750,000 upfront + $75,000 agent fee = $825,000); (d) net shortfall of ~$512,500 to be funded by TSL from own cash | Borrower's Counsel / Administrative Agent | In Progress | Preliminary draft prepared July 6, 202

XI. REGULATORY AND GOVERNMENTAL 60 | Regulatory | Confirmation that no filing with or approval from any governmental authority is required in connection with the execution of the Credit Agreement and related documents (other than post-closing mortgage filings) | Borrower's Counsel | Pending | To be confirmed in Greek law opinion 61 | Regulatory | Anti-money laundering / KYC documentation for Thalassa Shipping & Logis

XII. SYNDICATE LENDER DELIVERABLES 64 | Syndicate — Nordkapp | Executed signature page to Credit Agreement from Nordkapp Maritime Finance AG (commitment: $40,000,000); contact: Anders Dalmqvist, Managing Director | Administrative Agent / Lender's Counsel | Pending | Commitment confirmed July 14, 2023; Brandschenkestrasse 44, 8002 Zürich, Switzerland 65 | Syndicate — Clearwater | Executed signature page to Credit Agre

XIII. CLOSING CERTIFICATES AND MISCELLANEOUS 69 | Closing Certificate | Borrower's Closing Certificate signed by CEO (Elena Vassiliou) and CFO (Dimitrios Pantazis) certifying satisfaction of conditions precedent, accuracy of representations and warranties, and absence of default | Borrower | Pending 70 | Closing Certificate | General Counsel's Certificate (Aris Komnenidis) certifying no material litigation or proceed