Contract analysis

I. Executive Summary The purpose of this memorandum is to advise Thalassa Shipping & Logistics SA ("TSL" or the "Borrower") on the recommended strategy for approaching Harborstone National Bank ("Harborstone") to negotiate a short-term maturity extension of the existing $125,000,000 senior secured revolving credit facility (the "Existing RCF") beyond its current maturity date of November 15, 2023. This memorandum set

II. Background — The Existing Harborstone Revolving Credit Facility A. Facility Overview The Existing RCF is governed by that certain Credit Agreement dated as of November 15, 2018 (as amended by the First Amendment to Credit Agreement dated as of June 30, 2020, and the Second Amendment to Credit Agreement dated as of March 1, 2022) (collectively, the "Existing Credit Agreement"), entered into among TSL as Borrower,

III. Proposed Extension — Structure and Key Terms A. Type of Amendment We recommend that TSL seek a Third Amendment to the Existing Credit Agreement (the "Extension Amendment"), limited in scope to extending the maturity date and making only such conforming changes as are strictly necessary or reasonably appropriate in connection therewith. The extension should be structured as a straightforward maturity extension ra

IV. Consent and Amendment Mechanics Under the Existing Credit Agreement A. Required Consents A significant advantage of the Existing RCF structure is that Harborstone National Bank is the sole lender under the Existing Credit Agreement. This feature dramatically simplifies the consent and amendment mechanics that would otherwise apply to a maturity extension. In a typical syndicated credit facility, an extension of t

1. Thalassa Shipping & Logistics SA, as Borrower;

2. Thalassa Dry Bulk Holdings Ltd., as Guarantor;

3. Thalassa Tanker Operations Ltd., as Guarantor;

4. Thalassa Logistics International Ltd., as Guarantor; and

5. Harborstone National Bank, as Administrative Agent and sole Lender. Each Guarantor will need to execute either a reaffirmation of its guarantee obligations under the Existing Credit Agreement or a separate consent and acknowledgment as part of the amendment documentation. This is standard practice to confirm that each Guarantor's guarantee obligations remain in full force and effect following the amendment, notwit

1. Third Amendment to Credit Agreement

2. Guarantor Reaffirmation / Consent and Acknowledgment (signed by each of the three Guarantors)

3. Secretary's Certificate or Officer's Certificate from TSL and each Guarantor, certifying (a) attached copies of governing documents (or confirmation that previously delivered governing documents remain in effect without amendment), (b) board resolutions authorizing the amendment, and (c) incumbency of authorized signatories

4. Legal opinion from Pavlopoulos & Drakos, Greek counsel to TSL, addressing TSL's corporate authority, due authorization, execution and delivery, enforceability, and such other matters as Harborstone may reasonably require under Greek law

5. Updated compliance certificate executed by Mr. Pantazis, demonstrating that no default or event of default exists under the Existing Credit Agreement and certifying compliance with all financial covenants as of the most recent testing date

6. Updated vessel appraisals (if requested by Harborstone)

7. Bring-down of representations and warranties, confirming that all representations and warranties contained in the Existing Credit Agreement are true and correct in all material respects as of the date of the Extension Amendment (with appropriate exceptions for representations that by their terms speak as of a specific earlier date) Depending on Harborstone's requirements and the practices of its outside counsel, a

V. Timeline and Process A. Proposed Engagement Sequence Given the approximately 97 days remaining until the November 15, 2023 maturity date, we propose the following timeline for the extension process: Week of August 14, 2023 — Initial Outreach to Harborstone TSL management — we recommend Mr. Pantazis and Mr. Komnenidis as the appropriate points of contact — should initiate a direct conversation with Philip Rennert a

1. Harborstone's in-principle agreement and credit committee approval: This is the longest lead-time item and the most significant execution risk. Until Harborstone's credit committee approves the extension, no documentation work can meaningfully proceed. Prompt initiation of the discussion with Philip Rennert is therefore essential.

2. Preparation of updated compliance certificate and financial package: Mr. Pantazis should begin assembling this information immediately so that it is ready for delivery to Harborstone within days of the initial discussion.

3. Corporate authorizations across multiple jurisdictions: Board resolutions and other corporate authorizations will be required from TSL (Greece) and each of the three Guarantor entities (two incorporated in Cyprus and one in the Republic of the marshall Islands). Scheduling board meetings and obtaining executed resolutions across three jurisdictions requires advance planning, particularly given potential vacation s

4. Engagement of Pavlopoulos & Drakos: We recommend confirming the availability of Theodoros Pavlopoulos and his team at Pavlopoulos & Drakos at the earliest opportunity for the Greek-law corporate authorization work and legal opinion delivery. Given the time-sensitive nature of the extension, any scheduling constraints or conflicts should be identified now. Additionally, C&H and P&D should confirm whether marshall I

5. Updated vessel appraisals (if required): If Harborstone requires updated appraisals of the mortgaged vessels as a condition of the extension, TSL should engage Seastone Maritime Advisors (or an alternative appraiser acceptable to Harborstone) promptly. While desktop appraisals can typically be completed within 2 to 3 weeks, any physical inspections required would add time and cost. C. Contingency — If Extension Is

VI. Legal Fees and Costs Estimate Meridian Atlantic Refinancing — Wind-Down Costs Calderwood & Harkness's representation of TSL on the Meridian Atlantic refinancing (under Matter No. 1044-00002) is being wound down pursuant to TSL's instruction dated August 14, 2023. As of the date of this memorandum, the status of fees and costs on the refinancing matter is as follows: A final invoice for the outstanding balance wil

VII. Recommendations and Next Steps Based on the analysis set forth above, we recommend that TSL take the following actions, in the order and timeframes indicated:

1. Immediate outreach to Harborstone. TSL management should contact Philip Rennert, Director, Structured Shipping Finance, at Harborstone National Bank (350 Park Avenue, 20th Floor, New York, NY 10022) as soon as practicable, and ideally during the week of August 14, 2023, to discuss the extension request at a high level and gauge Harborstone's preliminary receptivity. We recommend that Mr. Pantazis and Mr. Komnenidi

2. Prepare financial package. Mr. Pantazis should immediately begin assembling a comprehensive and current financial information package for delivery to Harborstone, including: (a) FY2022 audited financial statements (audited by Hawthorne & Garrett LLP); (b) the most recent interim financial statements (Q2 2023); (c) a current compliance certificate under the Existing Credit Agreement, demonstrating compliance with a

3. Confirm covenant compliance. Prior to approaching Harborstone, Mr. Pantazis should verify TSL's current compliance with all financial covenants under the Existing Credit Agreement, including the maximum leverage ratio, minimum liquidity covenant, minimum value-to-loan ratio, and any other financial maintenance tests. Any potential covenant compliance issues — however remote — should be identified and addressed int

4. Engage Calderwood & Harkness for the extension matter. Upon Harborstone's in-principle agreement to proceed with the extension (or earlier, if TSL wishes to begin preparatory work), TSL should formally engage Calderwood & Harkness under a new engagement letter for the Harborstone extension matter. C&H is well-positioned to move quickly and efficiently on this engagement, given our deep familiarity with TSL's corpo

5. Engage Pavlopoulos & Drakos. Mr. Komnenidis should confirm the availability of Theodoros Pavlopoulos and his team at Pavlopoulos & Drakos for Greek-law corporate authorization work and opinion delivery in connection with the extension. Given that P&D served as Greek counsel on the Meridian Atlantic refinancing and has an existing relationship with TSL, this engagement should be straightforward. P&D's team should a

6. Parallel refinancing efforts. While pursuing the Harborstone extension as the immediate priority, TSL should continue to monitor and evaluate the long-term shipping finance refinancing market. Once the extension is secured and the immediate maturity pressure is relieved, TSL will be in a stronger position — both substantively and in terms of negotiating leverage — to launch a new refinancing process with the benef

7. Board communication. We recommend that Mr. Komnenidis brief TSL's Board of Directors, including Chairman Nikolaos Karadimitriou, on the extension strategy at the earliest appropriate opportunity. Board awareness and approval will be necessary in any event for the corporate authorizations required in connection with the Extension Amendment, and early communication will ensure that the Board is aligned with manageme

VIII. Conclusion The extension of the Existing Harborstone Revolving Credit Facility represents the most realistic, cost-effective, and least disruptive path to protecting TSL's liquidity position in the near term, following the unexpected collapse of the Meridian Atlantic refinancing. While the circumstances that gave rise to this situation were beyond TSL's control, the Borrower is well-positioned to approach Harbo