Contract analysis

I. Introduction and Purpose I am writing on behalf of Calderwood & Harkness LLP ("C&H") to provide you and the Thalassa Shipping & Logistics SA ("TSL" or the "Company") management team with a comprehensive summary of the outreach efforts we have conducted since July 24, 2023 to identify a replacement lead arranger, sole bookrunner, and administrative agent for the proposed $150,000,000 Senior Secured Revolving Credit

II. Background and Transaction Context Before summarizing the institution-by-institution outreach, it is useful to restate the key parameters of the Transaction and the circumstances giving rise to the current situation. A. The Proposed Facility The Proposed Facility consists of a $150,000,000 senior secured revolving credit facility intended to accomplish two objectives: first, to refinance in full TSL's existing $1

III. Institution-by-Institution Outreach Summary Set forth below is a detailed account of C&H's outreach to each of the four institutions contacted as potential replacement arrangers.

1. Nordkapp Maritime Finance AG Contact: Anders Dalmqvist, Managing Director, Shipping Lending Address: Brandschenkestrasse 44, 8002 Zürich, Switzerland Nordkapp Maritime Finance AG ("Nordkapp") was a logical first point of contact, given that it was already a confirmed syndicate participant with a $40,000,000 commitment — the largest of the three syndicate allocations — and had an established relationship with TSL a

2. Clearwater Commercial Lending LLC Contact: Rosa Menendez, Senior Vice President Address: 200 South Biscayne Boulevard, Suite 3100, Miami, FL 33131 Clearwater Commercial Lending LLC ("Clearwater") was the second institution we approached, again reflecting its status as an existing syndicate participant with a confirmed $35,000,000 commitment. Initial Outreach. On July 26, 2023, Sophie Tremblay, a senior associate o

3. Iniaia Merchant Bank SA Contact: Luís Ferreira, Head of Structured Shipping Finance Address: Avenida da Liberdade 245, 1250-143 Lisbon, Portugal Entity Type: Société Anonyme organized under the laws of the Portuguese Republic Iniaia Merchant Bank SA ("Iniaia") was not previously involved in the Transaction. C&H, in consultation with TSL management, identified iniaia as a potential replacement arranger based on its

4. Baltic Strait Capital GmbH Contact: Henrik Möller, Director, Maritime Lending Address: Ballindamm 36, 20095 Hamburg, Germany Entity Type: Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany Baltic Strait Capital GmbH ("Baltic Strait Capital") was not previously involved in the Transaction. C&H identified Baltic Strait Capital through its network of contacts in the Euro

IV. Note on Eastbourne Capital Partners LLP For completeness, we note that Eastbourne Capital Partners LLP ("Eastbourne") was not approached as a potential replacement arranger. Eastbourne was a proposed syndicate participant with a confirmed commitment of $30,000,000 — the smallest allocation in the syndicate. The principal contact for Eastbourne is Gavin Holt, Partner, Maritime Credit, 20 Moorgate, London EC2R 6DA,

V. Summary of Outreach Results The following table summarizes the results of C&H's outreach to the four institutions contacted as potential replacement arrangers: Conclusion. Based on the foregoing, no replacement arranger is currently available on terms acceptable to TSL or on a timeline that would permit refinancing of the Existing Harborstone RCF before its November 15, 2023 maturity. It is worth noting, however,

VI. Assessment and Implications The failure to secure a replacement arranger within the two-week outreach period has significant implications for TSL's near-term financing position and strategic planning. Transaction Status. The Proposed Facility, as structured, cannot proceed on the current timeline. Without a lead arranger to underwrite the $45,000,000 commitment previously held by Meridian Atlantic, to serve as ad

VII. Recommended Next Steps In light of the foregoing, C&H recommends that TSL consider the following actions on a priority basis:

1. Extension of the Existing Harborstone RCF. We strongly recommend that TSL prioritize approaching Harborstone National Bank to negotiate a short-term extension of the maturity date of the Existing Harborstone RCF beyond November 15, 2023. The appropriate contact at Harborstone is Philip Rennert, Director, Structured Shipping Finance, at Harborstone's offices at 350 Park Avenue, 20th Floor, New York, NY 10022. An ex

2. Broadening the Arranger Universe. TSL should consider broadening the universe of potential arrangers beyond the traditional European and U.S. bank lenders that have been the focus of the initial outreach. In particular, Asian shipping finance banks — including institutions based in Japan, South Korea, and mainland China that have been active in international shipping lending in recent years — may represent viable

3. Engagement Continuation or Wind-Down. If, following consideration of the foregoing, TSL determines that no viable path exists for refinancing the Proposed Facility on commercially acceptable terms within the necessary timeframe, we recommend that TSL provide C&H with instructions regarding the disposition of this engagement. Specifically, TSL should advise whether C&H should (a) continue the engagement with a revi

VIII. Closing Calderwood & Harkness LLP remains fully available to assist TSL in any further outreach to potential replacement arrangers, in negotiating with Harborstone National Bank regarding an extension of the Existing Harborstone RCF, or in any other actions that the Board of Directors and management team deem appropriate in response to the current situation. Our team has developed a deep familiarity with TSL's