Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or "we") acts as counsel to Thalassa Shipping & Logistics SA ("Thalassa" or "TSL") in connection with the proposed $150,000,000 senior secured revolving credit facility (the "Facility") for which Meridian Atlantic Bank, National Association ("Meridian Atlantic" or "MAB") is acting as Sole Lead Arranger, Sole Bookrunner, and Administrative Agent pursuant to

2. General Comments 2.1 Borrower Identification and Corporate Information We request that Meridian Atlantic confirm that the full legal name of the Borrower is consistently rendered throughout the CIM as "Thalassa Shipping & Logistics SA." Upon our review of the draft CIM, we identified several instances in which the Borrower's name is abbreviated without prior definition — for example, references to "Thalassa S&L" o

3. Comments on Business Description 3.1 Overview of Thalassa's Business The CIM's description of Thalassa's principal business activities requires certain revisions and clarifications to ensure accuracy and completeness. We recommend that the business overview section state as follows: Thalassa is the owner and operator of a diversified fleet of 28 dry bulk carriers and 12 tankers, comprising a total fleet of 40 vess

4. Comments on Fleet Information and Collateral Description 4.1 Total Fleet As set forth in Section 3.1 above, Thalassa's total fleet consists of 40 vessels: 28 dry bulk carriers and 12 tankers. The aggregate fair market value of the total fleet is approximately $1.2 billion based on the Q1 2023 desktop appraisals. We reiterate that all fleet count references in the CIM should be corrected to reflect these confirmed

5. Comments on Transaction Summary and Key Terms 5.1 Facility Structure The draft CIM contains a transaction summary section beginning at page 22, which sets forth the key terms and conditions of the proposed Facility. We request that the following information be accurately reflected in the final CIM: • Facility Type: $150,000,000 senior secured revolving credit facility. • Purpose: The proceeds of the Facility will

6. Comments on Financial Data Presentation 6.1 FY2022 Audited Financial Statements We request that the CIM accurately reflect Thalassa's audited financial results for the fiscal year ended December 31, 2022, as reported in the audited consolidated financial statements of Thalassa and its subsidiaries. The key figures, which should be consistent with the audited financials, are as follows: • Revenue: Approximately $62

7. Specific Factual Corrections and Clarifications In addition to the thematic comments set forth in Sections 2 through 6 above, Thalassa's management team has identified a number of specific factual corrections and clarifications that should be reflected in the revised CIM. A detailed, line-by-line redlined markup of the draft CIM is enclosed with this letter or, if not enclosed, will follow under separate cover no

8. Process and Next Steps We wish to draw Meridian Atlantic's attention to the following key dates and milestones in the transaction process, which are relevant to the finalization and distribution of the CIM: (a) Credit Agreement Negotiation. The credit agreement remains under active negotiation between C&H (on behalf of Thalassa) and WJA (on behalf of Meridian Atlantic and the proposed syndicate lenders). The third

9. Reservation of Rights The comments set forth in this letter are provided by C&H on behalf of Thalassa for the purpose of assisting Meridian Atlantic in preparing an accurate and complete CIM for distribution to the Prospective Lenders. Nothing in this letter shall constitute a waiver of any of Thalassa's rights under the Mandate Letter, the draft credit agreement, or otherwise, whether now existing or hereafter ar