Contract analysis

Section 1: Matter Information 1.1 Matter Description Matter Name: Thalassa Shipping & Logistics SA — Senior Secured Revolving Credit Facility Refinancing Matter Number: 1044-00002 Date Opened: March 13, 2023 Engagement Letter Date: March 10, 2023 Engagement Type: Transactional — Borrower-side representation in the negotiation and documentation of a $150,000,000 senior secured revolving credit facility (the "Facility"

Section 2: Client Information 2.1 Client Entity Details Full Legal Name: Thalassa Shipping & Logistics SA Short Name / Common Reference: Thalassa; TSL Entity Type: Société Anonyme (Ανώνυμη Εταιρεία) organized and existing under the laws of the Hellenic Republic. Thalassa Shipping & Logistics SA is a private Greek corporation operating in the international maritime shipping and logistics sectors. Jurisdiction of Organ

Section 3: Transaction Summary 3.1 Overview Calderwood & Harkness LLP has been engaged to represent Thalassa Shipping & Logistics SA ("TSL" or the "Borrower") in connection with the negotiation and documentation of a $150,000,000 senior secured revolving credit facility (the "Facility"). The transaction is a refinancing of TSL's existing borrowing arrangements combined with an increase in available revolving capacity

1. Nordkapp Maritime Finance AG • Entity Type: Aktiengesellschaft organized under the laws of Switzerland • Address: Brandschenkestrasse 44, 8002 Zürich, Switzerland • Proposed Commitment: $40,000,000 • Key Contact: Anders Dalmqvist, Managing Director Nordkapp Maritime Finance AG is a specialized maritime lending institution with significant experience in ship finance across the dry bulk and tanker sectors. The firm

2. Clearwater Commercial Lending LLC • Entity Type: Limited liability company organized under the laws of the State of Delaware • Address: 200 South Biscayne Boulevard, Suite 3100, Miami, FL 33131 • Proposed Commitment: $35,000,000 • Key Contact: Rosa Menendez, Senior Vice President Clearwater Commercial Lending LLC is a diversified commercial lending platform with an active shipping and transportation finance practi

3. Eastbourne Capital Partners LLP • Entity Type: Limited liability partnership organized under the laws of England and Wales • Address: 20 Moorgate, London EC2R 6DA, United Kingdom • Proposed Commitment: $30,000,000 • Key Contact: Gavin Holt, Partner Eastbourne Capital Partners LLP is a London-based alternative credit fund with a dedicated maritime and trade finance strategy. Eastbourne has participated in a number

4. Meridian Atlantic Bank, N.A. (Retained Commitment) • Retained Commitment: $45,000,000 Meridian Atlantic, in addition to its roles as arranger, bookrunner, and administrative agent, will retain a $45,000,000 commitment under the Facility, making it the largest single lender in the syndicate. Total Commitments Summary: The syndication process is being led by Meridian Atlantic, and the final allocation of commitments

Section 4: KYC / AML Compliance Review This Section 4 sets forth the results of the Know Your Client ("KYC") and Anti-Money Laundering ("AML") compliance review conducted by the firm in connection with the opening of this matter, in accordance with Calderwood & Harkness LLP's internal KYC/AML policies and procedures and applicable regulatory requirements, including the Bank Secrecy Act, the USA PATRIOT Act, and appli

Section 5: Conflicts Clearance A comprehensive conflicts clearance review was initiated in connection with the proposed engagement and was documented in a separate Conflicts Clearance Memorandum dated March 9, 2023 (the "Conflicts Memorandum"). The Conflicts Memorandum has been reviewed and approved by Ian Blackwood, Responsible Partner, in accordance with Calderwood & Harkness LLP's conflicts clearance policies and

Section 6: Scope of Work 6.1 Primary Work Streams The scope of Calderwood & Harkness's engagement in connection with this matter encompasses the following primary work streams, each of which is expected to involve substantial drafting, review, negotiation, and coordination activities:

1. Mandate and Fee Letter Review. Review and analysis of the Meridian Atlantic mandate and fee letter dated February 14, 2023, including assessment of economic terms, market flex provisions, syndication obligations, and conditions to funding. Advise TSL on the legal implications and commercial significance of the mandate letter terms.

2. Term Sheet Negotiation. Review, markup, and negotiation of the term sheet to be issued by Meridian Atlantic (expected March 20, 2023). The term sheet is expected to set forth the principal terms and conditions of the Facility, including commitments, maturity, pricing, financial covenants, collateral requirements, representations and warranties, events of default, and conditions precedent. Calderwood & Harkness wil

3. Credit Agreement Negotiation and Documentation. Review, markup, and negotiation of the credit agreement through multiple rounds of drafting. The initial draft is expected to be prepared and circulated by lender's counsel, Whitmore, Jennings & Alcott LLP. Calderwood & Harkness will prepare detailed comments and redlines on behalf of the Borrower and will negotiate directly with lender's counsel and, as appropriate,

4. Security Document Review and Negotiation. Review, markup, and negotiation of all security documents to be delivered in connection with the Facility, including: (a) Ship mortgages (first-priority preferred mortgages on designated vessels); (b) Share pledge agreements (pledges of equity interests in Guarantor subsidiaries); (c) Assignment of earnings (assignment of charter hire, freight, and other revenue streams at

5. Coordination with Greek Local Counsel. Coordination with Pavlopoulos & Drakos Law Firm on all matters of Greek corporate law, including corporate capacity, board and shareholder authorization requirements, and the preparation and delivery of a Greek-law legal opinion addressing due incorporation, valid existence, corporate power and authority, and enforceability of the transaction documents governed by Greek law.

6. New York Law Enforceability Opinion. Preparation and delivery, on behalf of Calderwood & Harkness LLP as counsel to the Borrower, of a New York law enforceability opinion letter addressed to the administrative agent on behalf of the lenders. The opinion is expected to address the enforceability of the credit agreement and related documents governed by New York law, subject to customary assumptions, qualifications,

7. Closing Deliverables. Preparation and review of all closing deliverables required by the credit agreement and the closing checklist, including but not limited to: (a) Secretary's certificate of the Borrower and each Guarantor (certifying organizational documents, resolutions, incumbency, and good standing); (b) Borrowing request forms; (c) Closing checklist (comprehensive list of all conditions precedent and closi

8. Vessel Appraisal Review. Review of Seastone Maritime Advisors Ltd. vessel appraisals to confirm compliance with the collateral coverage ratio requirements of the Facility. The engagement team will review appraisal methodology, valuation conclusions, and compliance with the collateral coverage ratio thresholds established in the credit agreement.

9. Insurance Coordination. Coordination with Trident Marine Insurance Brokers Ltd. regarding the insurance evidence requirements under the credit agreement and security documents, including review of certificates of insurance, endorsements naming the collateral agent and lenders as loss payees and additional insureds, and confirmation of compliance with minimum insurance coverage requirements.

10. Syndication Materials. Review and comment on the syndication information package and confidential information memorandum ("CIM") to be prepared by Meridian Atlantic in connection with the syndication of the Facility. Calderwood & Harkness's review will focus on legal disclosure considerations, accuracy of descriptions of the transaction structure and terms, and any borrower-related representations contained in th

Section 7: Key Timeline The following table sets forth the key dates and milestones for the transaction as known or anticipated as of the date of this memorandum. This timeline is subject to change as the transaction progresses and will be updated in the working closing checklist maintained by the engagement team. The engagement team notes that while the estimated closing timeline targets Q2/Q3 2023, the absolute bac

Section 8: File Management and Administrative Notes Matter Number: 1044-00002. All timekeepers, administrative staff, and support personnel working on this matter should use this matter number for all purposes, including time entry, document filing, expense reporting, and correspondence. Document Management: All documents generated, received, or reviewed in connection with this matter are to be filed in the firm's do

Section 9: Approvals This New Matter Intake Memorandum has been prepared, reviewed, and approved in accordance with Calderwood & Harkness LLP's new matter intake policies and procedures. Prepared by: Daniel Obi Associate, Banking & Finance Calderwood & Harkness LLP Date: March 13, 2023 Reviewed by: Sophie Tremblay Senior Associate, Banking & Finance Calderwood & Harkness LLP Date: March 13, 2023 Approved by: Ian Blac