Contract analysis

I. INTRODUCTION AND PURPOSE The purpose of this memorandum is to provide the management team of Thalassa Shipping & Logistics SA ("TSL" or the "Borrower") with a comprehensive summary of the final negotiated terms of the proposed $150,000,000 senior secured revolving credit facility (the "Facility") as reflected in the near-final Credit Agreement circulated to all parties on July 3, 2023 (the "Credit Agreement"). Thi

II. TRANSACTION OVERVIEW A. Parties. The principal parties to the Credit Agreement and related Loan Documents are as follows: Borrower: Thalassa Shipping & Logistics SA, a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its registered office and principal place of business located at 14 Akti Miaouli, Piraeus 185 35, Greece. TSL is the ultimate parent company of the Thalassa group

III. PRICING AND FEES A. Interest Rate Revolving loans under the Facility will bear interest at a rate per annum equal to Term SOFR plus the Applicable Margin, determined in accordance with the following leverage-based pricing grid: The Applicable Margin thus ranges from a low of 225 basis points to a high of 325 basis points, depending on the Borrower's Consolidated Net Leverage Ratio as determined from the most rec

IV. COLLATERAL PACKAGE A. Overview. The Facility is secured by a comprehensive collateral package consisting of first-priority security interests in the Borrower's and Guarantors' key assets, structured in a manner consistent with market practice for senior secured shipping finance credit facilities. All security interests are granted in favor of Pinnacle Trust & Agency Services Inc., acting as Collateral Agent and S

V. FINANCIAL COVENANTS A. Maximum Consolidated Net Leverage Ratio The Borrower shall not permit the Consolidated Net Leverage Ratio (defined as the ratio of Consolidated Total Net Debt to Consolidated EBITDA for the trailing four fiscal quarter period) to exceed the following levels, measured as of the last day of each fiscal quarter: Based on TSL's audited financial statements for the fiscal year ended December 31,

VI. REPRESENTATIONS AND WARRANTIES The Credit Agreement contains a comprehensive set of representations and warranties made by the Borrower and each Guarantor, which are standard for a senior secured shipping finance revolving credit facility of this type. The representations and warranties include, among others, the following: • organization, valid existence, and good standing in each applicable jurisdiction; • corp

VII. AFFIRMATIVE COVENANTS The Credit Agreement imposes a comprehensive set of affirmative covenants on the Borrower and its subsidiaries, requiring the Loan Parties to take certain actions and maintain certain conditions throughout the term of the Facility. The affirmative covenants are standard for a senior secured shipping finance revolving credit facility and include, among others, the following: • Financial Repo

VIII. NEGATIVE COVENANTS The Credit Agreement imposes a comprehensive set of negative covenants on the Borrower and its subsidiaries, restricting certain activities without the prior consent of the Required Lenders (or, in certain cases, the Administrative Agent). The negative covenants are standard for a senior secured shipping finance revolving credit facility and include limitations on: • indebtedness; • liens; •

IX. EVENTS OF DEFAULT The Credit Agreement includes a comprehensive set of Events of Default, which are customary for a senior secured shipping finance revolving credit facility. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent (at the direction of the Required Lenders) may declare all outstanding obligations immediately due and payable, terminate the commitments, and ex

X. VOTING AND AMENDMENT MECHANICS The Credit Agreement establishes the following voting and amendment mechanics: Required Lenders. The term "Required Lenders" is defined as Lenders holding more than 50% of total commitments at any given time — i.e., Lenders with aggregate commitments in excess of $75,000,000 of the $150,000,000 total. Amendments, waivers, and consents under the Credit Agreement generally require the

XI. CONDITIONS PRECEDENT TO CLOSING AND INITIAL BORROWING The obligation of the Lenders to make the initial revolving loan under the Facility and the effectiveness of the Credit Agreement are subject to the satisfaction (or waiver by the Administrative Agent at the direction of the Required Lenders) of certain conditions precedent. A comprehensive closing checklist containing 78 individual items has been prepared and