Contract analysis

I. Introduction and Purpose This memorandum sets forth the preliminary closing funds flow in connection with the proposed $150,000,000 senior secured revolving credit facility (the "Facility") among Thalassa Shipping & Logistics SA, a Société Anonyme organized under the laws of the Hellenic Republic ("Thalassa" or the "Borrower"), the Guarantors party thereto, Meridian Atlantic Bank, National Association, as Administ

II. Transaction Summary Set forth below is a summary of the principal terms of the transaction for reference purposes. Facility: $150,000,000 senior secured revolving credit facility, as more fully described in the Credit Agreement. Borrower: Thalassa Shipping & Logistics SA, a Société Anonyme organized under the laws of the Hellenic Republic, with its registered office at 14 Akti Miaouli, Piraeus 185 35, Greece. Adm

III. Sources of Funds A. Initial Borrowing Under the New Facility On the Closing Date, the Borrower intends to make an initial revolving credit borrowing under the Facility in the aggregate principal amount of $125,000,000.00. Such borrowing will be made pursuant to Section 2.03 of the Credit Agreement upon the Borrower's delivery of a duly completed Borrowing Request (in the form attached to the Credit Agreement as

IV. Uses of Funds A. Payoff of Existing Harborstone RCF The primary use of proceeds on the Closing Date is the payoff in full of all obligations outstanding under the Existing RCF with Harborstone National Bank. The components of the estimated Harborstone payoff amount are set forth below.

1. Principal Payoff. The outstanding principal balance under the Existing RCF as of the anticipated Closing Date is estimated to be $124,375,000.00. This amount reflects the aggregate principal amount of revolving loans currently outstanding under the Existing RCF. It is anticipated that there will be no additional borrowings or repayments under the Existing RCF between the date of this memorandum and the Closing Dat

2. Accrued and Unpaid Interest. The estimated accrued and unpaid interest on the Existing RCF through the anticipated Closing Date is $312,500.00. This figure is an estimate based on the current outstanding principal balance, the applicable interest rate under the Existing RCF, and an assumed number of accrual days through a mid-to-late July closing. The accrued interest figure will be adjusted to the actual Closing

3. Total Harborstone Payoff Amount. The total estimated payoff amount for the Existing RCF is summarized below: Upon receipt by Harborstone of the full payoff amount in immediately available funds, Harborstone has agreed (and will be required pursuant to the terms of the payoff letter) to deliver to the Borrower and the Collateral Agent the following: (a) a written payoff confirmation acknowledging receipt of payment

1. Upfront / Arranging Fee. An upfront fee (also referred to as the arranging fee) is payable to Meridian Atlantic Bank, N.A. in its capacity as Sole Lead Arranger and Sole Bookrunner for the Facility. The upfront fee is equal to 0.50% of total commitments under the Facility, calculated as follows: 0.50% × $150,000,000.00 = $750,000.00 The upfront fee is payable in full on the Closing Date in immediately available fu

2. Administrative Agent Fee. An annual administrative agent fee is payable to Meridian Atlantic Bank, N.A. in its capacity as Administrative Agent under the Credit Agreement. The annual administrative agent fee is $75,000.00 per annum. The first annual payment of the administrative agent fee is due and payable on the Closing Date, covering the period from the Closing Date through the first anniversary thereof. Subseq

3. Total Transaction Fees. The total transaction fees payable on the Closing Date are summarized in the table below: Note regarding excluded fees and expenses: The following fees and expenses are not included in this funds flow memorandum and will be invoiced and paid separately by the Borrower: (a) Legal fees and disbursements of Calderwood & Harkness LLP, counsel to the Borrower, which will be invoiced to Thalassa

V. Reconciliation of Sources and Uses / Net Proceeds Analysis The following table provides a summary reconciliation of total sources and total uses of funds on the Closing Date: As reflected above, total sources and total uses are in balance, resulting in zero net proceeds to the Borrower after giving effect to the Harborstone payoff and the payment of transaction fees. However, this balance is achieved only by virtu

VI. Flow of Funds — Step-by-Step Closing Day Mechanics Set forth below is a description of the anticipated step-by-step flow of funds on the Closing Date. All steps are expected to occur on the same business day, in the sequence described below, and all payments are to be made by wire transfer of immediately available funds in United States dollars. Step 1: Lender Fundings to Administrative Agent Each Lender shall fu

VII. Wire Instructions Set forth below are the wire instructions for each relevant account. All wire instructions are preliminary and must be confirmed by each party prior to the Closing Date. Placeholder entries are indicated by bracketed notations and must be completed before this memorandum can be finalized. A. Administrative Agent Account (Meridian Atlantic Bank, N.A.) Bank Name: Meridian Atlantic Bank, National

VIII. Conditions and Assumptions This funds flow memorandum has been prepared on the basis of the following conditions and assumptions, each of which is subject to change and must be verified prior to the Closing Date:

1. Estimated Figures. All amounts set forth in this memorandum are estimates as of July 6, 2023 and are subject to change. Final amounts will be confirmed prior to the Closing Date, and a revised funds flow memorandum will be circulated reflecting any changes.

2. Harborstone Payoff Amount. The Harborstone payoff amount (both principal and accrued interest) is estimated and subject to final confirmation via a formal payoff letter to be delivered by Harborstone National Bank. The payoff letter will include a per diem interest accrual amount to be applied for each day from the date of the payoff letter estimate through the actual Closing Date. Any variance between the estimat

3. Wire Instructions. The wire instructions set forth in Section VII above are placeholders and must be confirmed in writing by each party prior to the Closing Date. No funds should be transferred until all wire instructions have been verified and confirmed.

4. Conditions Precedent. The funds flow described herein assumes the satisfaction (or waiver by the requisite parties) of all conditions precedent to the initial borrowing under Article IV of the Credit Agreement, including, without limitation, the delivery of all closing deliverables identified in the Closing Checklist dated July 3, 2023, which currently lists seventy-eight (78) items. A failure to satisfy any such

5. Loan Type and Interest Period. The funds flow assumes that the Closing Date borrowing will be a SOFR Loan with an initial Interest Period to be specified by the Borrower in the Borrowing Request. The Borrower should consult with the Administrative Agent regarding the selection of the appropriate initial Interest Period.

6. Commitment Fees. This memorandum does not reflect any commitment fees payable under the Facility. Pursuant to Section 2.08(a) of the Credit Agreement, commitment fees accrue at a rate of 0.375% per annum on unused commitments (stepping down to 0.25% per annum when aggregate utilization exceeds $75,000,000) and are payable quarterly in arrears commencing on the last business day of the first full fiscal quarter fol

7. Legal Fees and Expenses. Legal fees and expenses of Calderwood & Harkness LLP (Borrower's counsel), Whitmore, Jennings & Alcott LLP (Lender's counsel), and Pavlopoulos & Drakos Law Firm (Greek counsel to the Borrower) are excluded from this funds flow and will be invoiced and paid separately. The Borrower's obligation to pay or reimburse the reasonable and documented out-of-pocket fees and expenses of the Administ

8. Collateral Agent Fees. Fees payable to Pinnacle Trust & Agency Services Inc. in its capacity as Collateral Agent are excluded from this funds flow memorandum and are subject to a separate fee letter between Pinnacle and the Borrower. Such fees will be paid separately by the Borrower.

IX. Open Items / Action Items The following open items must be resolved prior to finalization of this funds flow memorandum and the Closing Date. Responsible parties are indicated for each item. All parties are requested to provide the information and confirmations described above at the earliest practicable date to facilitate finalization of this memorandum and preparation for closing. Please direct all responses an

X. Summary Funds Flow Table (Consolidated) The following consolidated table summarizes the complete flow of funds on the Closing Date, incorporating all steps described in Section VI above:

XI. Document Status and Disclaimer This memorandum is a preliminary draft prepared by Calderwood & Harkness LLP for internal discussion purposes only in connection with the above-referenced matter (Matter No. 1044-00002). It is not intended to be, and should not be construed as, a final or definitive statement of the closing funds flow or a binding commitment by any party. All amounts, wire instructions, account deta