Contract analysis

I. Executive Summary The purpose of this memorandum is to provide Thalassa Shipping & Logistics SA's ("TSL" or the "Borrower") General Counsel and Chief Financial Officer with a comprehensive analysis of the Mandate and Fee Letter dated February 14, 2023 (the "Mandate Letter") executed between TSL and Meridian Atlantic Bank, National Association ("Meridian Atlantic," "MAB," or the "Arranger"). A copy of the Mandate L

1. Key Commercial Terms of the Mandate Letter — an overview of the proposed Facility structure, pricing, collateral package, financial covenants, and guarantor requirements as set forth in the Mandate Letter;

2. Fee Structure — a detailed analysis of the upfront arranging fee, administrative agent fee, and syndication fee mechanics, together with an assessment of their reasonableness relative to current market norms;

3. Syndication Strategy and Market Flex Provisions — a review of the proposed syndicate composition, the syndication process, and the market flex provisions (including the absence of a reverse flex mechanism);

4. Conditions, Exclusivity, and Expense Reimbursement — an analysis of the conditions to Meridian Atlantic's commitments, the exclusivity period, expense reimbursement obligations, and termination provisions; and

5. Key Observations and Recommendations — a summary of our principal recommendations, including specific action items for TSL and proposed next steps for the C&H engagement team. We have endeavored to flag the issues that are most consequential for TSL from both a legal and commercial perspective. While many of the Mandate Letter's terms are broadly consistent with current market practice for syndicated shipping fina

II. Background A. The RFP Process On January 18, 2023, TSL issued a request for proposals (the "RFP") to three financial institutions, seeking competitive proposals for the refinancing of the Existing Facility. The RFP outlined TSL's principal objectives for the refinancing, including: (i) upsizing the revolving commitment from $125,000,000 to at least $150,000,000; (ii) transitioning from LIBOR-based pricing to a SO

III. Summary of Key Commercial Terms in the Mandate Letter Set forth below is a summary and analysis of the key commercial terms reflected in the Mandate Letter. We note that the Mandate Letter is not a definitive credit agreement and that many of these terms will be subject to further negotiation during the documentation process. Nonetheless, the Mandate Letter establishes the foundational framework for the Facility

1. Thalassa Dry Bulk Holdings Ltd. — a private limited company organized under the laws of the Republic of Cyprus. Thalassa Dry Bulk Holdings serves as the intermediate holding company for TSL's dry bulk fleet and holds the equity interests in the vessel-owning subsidiaries that own TSL's 28 dry bulk carriers.

2. Thalassa Tanker Operations Ltd. — a private limited company organized under the laws of the Republic of the marshall Islands. Thalassa Tanker Operations is the operating subsidiary for TSL's tanker fleet and manages the commercial and technical operations of TSL's 12 tankers.

3. Thalassa Logistics International Ltd. — a private limited company organized under the laws of the Republic of Cyprus. Thalassa Logistics International is TSL's logistics and chartering subsidiary and is responsible for the marketing and management of TSL's chartering activities. The requirement that these three subsidiaries serve as guarantors is consistent with standard lender expectations in ship finance transac

IV. Fee Structure Analysis A. Upfront / Arranging Fee The Mandate Letter provides for an upfront arranging fee payable to Meridian Atlantic in its capacity as Sole Lead Arranger and Sole Bookrunner. The key terms of the upfront fee are as follows: • Amount: 0.50% of total commitments, calculated as 0.50% × $150,000,000 = $750,000 • Payee: Meridian Atlantic Bank, National Association • Payment Timing: Payable in full

V. Syndication Strategy A. Proposed Syndicate Composition The Mandate Letter contemplates that Meridian Atlantic will syndicate portions of the $150,000,000 Facility to a targeted group of lenders, while retaining a meaningful hold position and serving as Administrative Agent. Based on preliminary discussions between TSL and Meridian Atlantic, the proposed syndicate composition and commitment allocation is as follows

VI. Market Flex Provisions Market flex provisions are a standard feature of syndicated lending mandate letters and fee letters. They provide the lead arranger with the ability to adjust pricing and structural terms of the facility if market conditions or syndication feedback indicate that the originally proposed terms are insufficient to achieve a successful syndication. The Mandate Letter includes the following mark

1. Explicit Reverse Flex Provision: A provision that requires Meridian Atlantic to reduce the applicable margin and/or upfront fee by a specified amount if the syndication achieves pricing tighter than the base terms (e.g., a dollar-for-dollar sharing of any fee savings below a specified threshold).

2. Most Favored Nation (MFN) Provision: A provision ensuring that any economic concessions offered by Meridian Atlantic to syndicate lenders (including fee rebates, yield enhancements, or other inducements) are reflected proportionally in a reduction of the upfront fee payable by TSL.

3. Fee Rebate Mechanism: A provision requiring Meridian Atlantic to rebate a portion of the upfront fee to TSL if the total cost of the syndication (including participation fees paid to syndicate lenders) falls below a specified benchmark. We recommend raising this issue with Catherine Hsiang (Meridian Atlantic) and/or Harrison Caldwell (WJA) during the term sheet negotiations. Given TSL's credit quality — FY2022 EBI

VII. Conditions, Exclusivity, and Expense Reimbursement A. Conditions to Meridian Atlantic's Commitments The Mandate Letter provides that Meridian Atlantic's commitment to arrange and underwrite the Facility is subject to the satisfaction of the following conditions: (i) Completion of Satisfactory Due Diligence. Meridian Atlantic must complete due diligence on TSL to its satisfaction, including Know Your Customer / A

VIII. Relationship to Existing Harborstone Facility The refinancing contemplated by the Mandate Letter is directly linked to the upcoming maturity of TSL's Existing Facility with Harborstone National Bank. The Existing Facility is a $125,000,000 revolving credit facility governed by the Credit Agreement dated November 15, 2018, as subsequently amended by the First Amendment dated June 30, 2020 and the Second Amendmen

IX. Summary of Recommendations Based on our review and analysis of the Mandate Letter, we recommend that TSL consider the following actions:

1. Reverse Flex. Negotiate a reverse flex or fee reduction mechanism in the Mandate Letter or, alternatively, address this issue in the term sheet markup expected to be circulated by March 27, 2023. TSL's credit quality and collateral strength provide meaningful leverage to negotiate on this point. At a minimum, TSL should seek a most favored nation provision ensuring that any fee rebates offered by Meridian Atlantic

2. MAC Condition. Seek to narrow the material adverse change condition in the Mandate Letter — and subsequently in the definitive credit agreement — to focus on TSL-specific events rather than broad industry or market conditions. The current language, which references "the shipping market generally," provides Meridian Atlantic with inappropriately broad discretion to withdraw from the mandate based on factors outside

3. Expense Reimbursement Cap. Negotiate a cap on TSL's obligation to reimburse Meridian Atlantic's out-of-pocket expenses, including lender's counsel fees. We recommend an aggregate cap in the range of $250,000 to $350,000, together with a requirement for advance notice and consent for any single expense item exceeding $25,000, and a periodic reporting obligation.

4. Consent to Syndicate Lenders. TSL should promptly confirm its consent to Nordkapp Maritime Finance AG, Clearwater Commercial Lending LLC, and Eastbourne Capital Partners LLP as proposed syndicate lenders. Early confirmation will facilitate the syndication timeline and allow Meridian Atlantic to begin distributing the CIM to these institutions without delay.

5. Exclusivity Monitoring. TSL should track the May 15, 2023 expiration of the exclusivity period and assess whether to extend the period (potentially in exchange for concessions from Meridian Atlantic) or allow it to lapse. If Meridian Atlantic requests an extension, TSL should evaluate the request in light of the progress made toward closing and the leverage that continued exclusivity provides.

6. Closing Timeline. TSL should target a closing date of no later than September 2023, given the November 15, 2023 maturity of the Existing Facility. TSL should also develop a contingency plan for a short-term extension of the Existing Facility with Harborstone National Bank in the event that the refinancing is delayed.

7. CIM Review. TSL should engage early with Meridian Atlantic's CIM preparation process to ensure the accuracy and completeness of the business description, fleet information, and financial data presented to prospective syndicate lenders. Calderwood & Harkness will review and comment on the CIM before it is finalized for distribution.

8. Appraisal Coordination. TSL should coordinate promptly with Seastone Maritime Advisors Ltd. (Contact: Duncan Fairweather, 55 Gracechurch Street, London EC3V 0EE, United Kingdom) for the independent vessel appraisals required under the Mandate Letter, and with Trident Marine Insurance Brokers Ltd. (Lloyd's Building, One Lime Street, London EC3M 7HA, United Kingdom) for the preparation and delivery of insurance evid

9. Greek Local Counsel. TSL should engage Pavlopoulos & Drakos Law Firm (Contact: Theodoros Pavlopoulos, 22 Filellinon Street, Athens 105 57, Greece) at the earliest practicable date to assist with Greek corporate authorization requirements, including board and shareholder resolutions, powers of attorney, and the preparation of Greek-law legal opinions.

10. Auditor Coordination. TSL should coordinate with Hawthorne & Garrett LLP (130 Kifissias Avenue, Marousi, Athens 151 25, Greece), TSL's independent auditors, for the timely delivery of audited financial statements, any required comfort letters, and compliance certificates for the Existing Facility and the new Facility.

X. Next Steps Based on the foregoing analysis and recommendations, we propose the following action items and timeline: In addition, we recommend scheduling a call among the following participants to discuss this memorandum and align on the negotiation strategy for the term sheet markup: • TSL: Aris Komnenidis (General Counsel); Dimitrios Pantazis (CFO) • C&H: Sophie Tremblay (Senior Associate); Daniel Obi (Associate)

XI. Appendices The following appendices are referenced in this memorandum and are attached hereto or will be provided under separate cover: Appendix A: Mandate and Fee Letter dated February 14, 2023, between Thalassa Shipping & Logistics SA and Meridian Atlantic Bank, National Association (copy attached). Appendix B: Summary Comparison Table — Key Mandate Letter Terms vs. Market Norms for Shipping Finance Revolving C