Contract analysis

I. Executive Summary This memorandum analyzes whether the eighteen (18) Mortgaged Vessels identified in the near-final credit agreement dated July 3, 2023 (the "Credit Agreement") satisfy the minimum collateral coverage ratio required thereunder in connection with the proposed $150,000,000 senior secured revolving credit facility (the "Facility") for Thalassa Shipping & Logistics SA ("TSL" or the "Borrower"). The ana

II. Background A. Transaction Overview Thalassa Shipping & Logistics SA ("TSL") is a Société Anonyme organized under the laws of the Hellenic Republic (Greece), with its registered offices and principal place of business located at 14 Akti Miaouli, Piraeus 185 35, Greece. TSL is a diversified maritime shipping company engaged in the ownership, operation, and commercial management of dry bulk carriers and tankers. TSL

1. First-Priority Ship Mortgages. First-priority ship mortgages (in the form of first preferred or statutory mortgages, as applicable, depending on the flag state of each vessel) on each of the 18 designated Mortgaged Vessels. The mortgages will be recorded in the applicable ship registries in each flag state jurisdiction (Republic of the marshall Islands, Republic of Liberia, and Republic of Panama).

2. Assignment of Earnings. Assignment of all earnings accounts and receivables attributable to the Mortgaged Vessels, including freight, hire, and demurrage receivables, to the Collateral Agent for the benefit of the Secured Parties.

3. Assignment of Insurances. Assignment of all hull & machinery ("H&M") and protection & indemnity ("P&I") insurance coverages for the Mortgaged Vessels. TSL's insurance program is brokered through Trident Marine Insurance Brokers Ltd. The Collateral Agent will be named as loss payee and additional assured under the relevant policies.

4. Share Pledges. Pledge of 100% of the equity interests in each vessel-owning subsidiary that holds title to one or more Mortgaged Vessels. The relevant vessel-owning subsidiaries are: • Thalassa Dry Bulk Holdings Ltd., a company organized under the laws of the Republic of Cyprus; • Thalassa Tanker Operations Ltd., a company organized under the laws of the Republic of the marshall Islands; and • Thalassa Logistics I

5. Assignment of Time Charters. Assignment of all time charter agreements with remaining terms of twelve (12) months or more to which any Mortgaged Vessel is subject, together with all earnings, proceeds, and claims arising thereunder. The collateral package is designed to provide the Lenders with comprehensive security over the Mortgaged Vessels and their associated revenue streams. This memorandum focuses specifica

III. Minimum Collateral Coverage Ratio — Contractual Requirement The near-final Credit Agreement dated July 3, 2023 establishes a minimum collateral coverage ratio that TSL must maintain at all times during the term of the Facility. The relevant provisions are summarized below. Minimum Ratio. Section 7.15 (Collateral Coverage) of the Credit Agreement requires TSL to maintain a minimum collateral coverage ratio of 140

IV. Vessel-by-Vessel Valuation Analysis A. Seastone Appraisal Summary On July 10, 2023, Seastone Maritime Advisors Ltd. ("Seastone") delivered independent appraisal reports covering each of the 18 Mortgaged Vessels to be encumbered under the proposed Facility. Seastone is a London-based independent maritime valuation firm with offices at 55 Gracechurch Street, London EC3V 0EE, United Kingdom. The appraisals were prep

V. Coverage Ratio Analysis A. At Full Draw ($150,000,000) The following summarizes the collateral coverage ratio analysis assuming a full draw of the Facility: As illustrated above, the actual coverage ratio of 520% at full draw exceeds the 140% minimum by 380 percentage points, representing dollar headroom of $570,000,000. This is an exceptionally robust coverage position. B. Sensitivity Analysis — FMV Decline Scena

VI. Vessel Release Mechanics A. Overview of Release Provisions The near-final Credit Agreement includes provisions permitting the release of individual Mortgaged Vessels from the collateral pool under specified conditions. These release mechanics are set forth in Section 10.04 (Release of Collateral) and Section 7.16 (Vessel Dispositions) of the Credit Agreement and are critical to TSL's operational flexibility, as T

VII. Observations and Recommendations A. Substantial Headroom The collateral coverage analysis set forth in this memorandum demonstrates that the proposed collateral package provides extraordinary headroom above the 140% minimum coverage ratio required under the Credit Agreement. The key findings are as follows: • The actual coverage ratio at full draw is 520%, which is 380 percentage points above the 140% minimum. •

VIII. Appendices Appendix A: Summary Table of Seastone Appraisals The following consolidated table reproduces the vessel-by-vessel fair market values from Section IV.B of this memorandum, organized by vessel type with aggregate and subtotals. Dry Bulk Carriers Tankers. AGGREGATE FAIR MARKET VALUE — 18 MORTGAGED VESSELS: $780,000,000 Appendix B: Coverage Ratio Sensitivity Matrix The following matrix illustrates the co