Contract analysis

1. Definition of Pledged Shares and Pledgors We have proposed clarifications throughout the definitional framework to ensure that the Agreement provides for the pledge of 100% of the issued and outstanding equity interests in each vessel-owning subsidiary, using terminology appropriate to the entity type and jurisdiction of organization of each Pledged Entity. We have also sought to ensure the proper identification o

2. Remedies Upon Event of Default Our markup proposes significant revisions to the foreclosure and disposition mechanics set forth in Article VI. We have raised objections to certain self-help remedies proposed in the WJA draft, including the Collateral Agent's proposed right to accept the Pledged Shares in strict foreclosure without the prior written consent of the Pledgor. We have inserted a commercially reasonable

3. Voting Rights During Continuance of Event of Default We have proposed material revisions to Section 5.02 to narrow the circumstances under which voting rights transfer from the Pledgors to the Collateral Agent. In our view, the WJA draft's automatic transfer of voting rights upon the occurrence of an Event of Default is overly broad and inconsistent with market practice for shipping finance facilities of this size

4. Release Provisions We have proposed revisions to Article VIII to establish clear, automatic release mechanics for the Pledged Shares upon permitted vessel dispositions, mandatory prepayment events, or facility termination. In particular, we have proposed that the release be automatic upon the Borrower's certification that specified conditions are satisfied, including maintenance of the minimum collateral coverage

5. Multi-Jurisdictional Governing Law Issues We accept New York law as the primary governing law for the Agreement but have inserted acknowledgments that the creation, validity, perfection, and enforcement of the security interest in the Pledged Shares of each Pledged Entity are also subject to the laws of the jurisdiction of organization of such Pledged Entity. Specific cross-references have been added to Cyprus law

6. Collateral Agent Provisions Our markup proposes conforming amendments to ensure consistency between the Collateral Agent provisions in this Agreement and those in Article IX of the Credit Agreement. We have accepted the gross negligence/willful misconduct standard of care for the Collateral Agent but have proposed narrowing the Pledgors' indemnification obligations to exclude losses arising from the Collateral Age

7. Representations and Warranties of Pledgors We have proposed scope adjustments to several representations and warranties, including the replacement of "good standing" with "validly existing" for entities organized in Cyprus and the marshall Islands (where the concept of "good standing" may not apply), the addition of knowledge qualifiers for representations regarding the absence of third-party claims or encumbrance

8. Miscellaneous and Documentary Matters We have proposed conforming changes throughout the Agreement to reflect the current state of the Credit Agreement negotiations, including updates to notices, amendments and waiver provisions, and counterpart and electronic signature provisions. We have confirmed that certain provisions are acceptable as drafted and have flagged a limited number of additional documentary items

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions. As used in this Agreement, the following terms shall have the following meanings: "Collateral Agent" WJA Draft: "Collateral Agent" means Pinnacle Trust & Agency Services Inc., a Delaware corporation, acting in its capacity as collateral agent and security trustee for the Secured Parties. C&H Markup: "Collateral Agent" means Pinnacle Trust & Agency Services Inc., a Delaware corporation , ac

Section 1.02 — Interpretation. WJA Draft: Standard interpretation provisions addressing the treatment of headings (not substantive), references to articles and sections (to this Agreement unless otherwise specified), the meaning of "including" (without limitation), and related matters. C&H Markup: > C&H Comment: We propose incorporating the interpretation provisions of the Credit Agreement by reference, rather than i

ARTICLE II — PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.01 — Pledge. WJA Draft: Each Pledgor hereby pledges, assigns, and grants to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in and lien on all of its right, title, and interest in and to the Pledged Shares, together with all Proceeds thereof. C&H Markup: Each Pledgor hereby pledges, assigns, and grants to the Collateral Agent, for the benefit of the Secured P

Section 2.02 — Delivery of Pledged Shares. WJA Draft: Each Pledgor shall deliver to the Collateral Agent (a) all certificates representing the Pledged Shares, together with undated stock transfer powers executed in blank, and (b) any other instruments necessary to perfect the security interest. C&H Markup: Each Pledgor shall deliver to the Collateral Agent : > C&H Comment 7: We have distinguished between certificated

Section 2.03 — Registration and Notation. WJA Draft: Each Pledgor shall cause the pledge to be registered or noted in the books and records of each Pledged Entity. C&H Markup: Each Pledgor shall cause the pledge to be registered or noted in the of each Pledged Entity > C&H Comment 11: For the Cyprus Pledged Entities, we have added a specific requirement to file notice of the charge with the Cyprus Registrar of Compan

ARTICLE III — REPRESENTATIONS AND WARRANTIES Each Pledgor, severally and not jointly (except as otherwise specified herein), represents and warrants to the Collateral Agent and the Secured Parties as of the date hereof and as of the Closing Date as follows:

Section 3.01 — Organization and Standing of Pledged Entities. WJA Draft: Each Pledgor represents that each Pledged Entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization. C&H Markup: Each Pledgor represents that each Pledged Entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization . > C&H Comment 14

Section 3.02 — Ownership of Pledged Shares. WJA Draft: Each Pledgor represents that it is the sole legal and beneficial owner of 100% of the Pledged Shares in the relevant Pledged Entity, free and clear of all liens and encumbrances other than the lien created hereby. C&H Markup: Each Pledgor represents that it is the sole legal and beneficial owner of 100% of the Pledged Shares in the relevant Pledged Entity, free a

Section 3.03 — Authorization. WJA Draft: Each Pledgor represents that the execution, delivery, and performance of this Agreement has been duly authorized by all necessary corporate or other organizational action. C&H Markup: Each Pledgor represents that the execution, delivery, and performance of this Agreement been duly authorized by all necessary action . > C&H Comment 19: We have conformed the authorization repres

Section 3.04 — No Conflicts; No Consents. WJA Draft: Each Pledgor represents that the execution, delivery, and performance of this Agreement and the pledge of the Pledged Shares hereunder do not and will not (a) violate the organizational documents of such Pledgor or any Pledged Entity, (b) violate or constitute a default under any contract, agreement, or instrument to which such Pledgor or any Pledged Entity is a pa

Section 3.05 — Capitalization. WJA Draft: Each Pledgor represents as to the authorized, issued, and outstanding equity interests of each Pledged Entity, that all Pledged Shares are duly authorized, validly issued, fully paid and non-assessable. C&H Markup: Each Pledgor represents that all Pledged Shares duly authorized, validly issued, fully paid and . > C&H Comment 24: We have added a cross-reference to Schedule I f

ARTICLE IV — COVENANTS Each Pledgor covenants and agrees that, so long as any Secured Obligation remains outstanding or any commitment under the Credit Agreement remains in effect, such Pledgor shall comply with the following covenants:

Section 4.01 — Maintenance of Existence. WJA Draft: Each Pledgor shall maintain the legal existence of each Pledged Entity. C&H Markup: Each Pledgor shall maintain . > C&H Comment 26: We have added a qualifier "except as otherwise permitted under the Credit Agreement" to ensure that the maintenance of existence covenant does not inadvertently prohibit mergers, dissolutions, or dispositions that are permitted under th

Section 4.02 — No Disposition of Pledged Shares. WJA Draft: No Pledgor shall sell, transfer, or otherwise dispose of any Pledged Shares without the prior written consent of the Collateral Agent. C&H Markup: No Pledgor shall sell, transfer, assign, pledge, hypothecate, or otherwise dispose of any Pledged Shares without the prior written consent of the ; provided, however, > C&H Comment 27: We have added exceptions to

Section 4.03 — No Issuance of Additional Equity. WJA Draft: No Pledgor shall permit any Pledged Entity to issue additional equity interests without the prior consent of the Collateral Agent. C&H Markup: No Pledgor shall permit any Pledged Entity to issue additional equity interests without the prior consent of the . > C&H Comment 29: We have narrowed the restriction to apply only to issuances that would be dilutive t

Section 4.04 — Further Assurances. WJA Draft: Each Pledgor shall, at its expense, execute and deliver all further instruments and documents and take all further action that the Collateral Agent may reasonably request in order to perfect and protect the security interest and the priority thereof in the Pledged Shares, including filing financing statements and registrations under the UCC or other applicable law. C&H Ma

Section 4.05 — Notifications. WJA Draft: Each Pledgor shall promptly notify the Collateral Agent of any event that could materially impair the value of the Pledged Shares or the security interest created hereunder. C&H Markup: Each Pledgor shall notify the Collateral Agent of any event that could materially the value of the Pledged Shares or the security interest created hereunder . > C&H Comment 34: We have replaced

ARTICLE V — VOTING RIGHTS AND DISTRIBUTIONS

Section 5.01 — Voting Rights Prior to Event of Default. WJA Draft: So long as no Event of Default shall have occurred and be continuing, each Pledgor shall be entitled to exercise all voting and consensual rights pertaining to the Pledged Shares for any purpose not inconsistent with the terms of this Agreement, the Credit Agreement, or any other Loan Document. C&H Markup: No substantive changes proposed to the WJA dr

Section 5.02 — Voting Rights During Event of Default. WJA Draft: Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the exclusive right to exercise all voting and consensual rights pertaining to the Pledged Shares. Each Pledgor hereby irrevocably constitutes and appoints the Collateral Agent as its proxy and attorney-in-fact to exercise all voting rights with respec

Section 5.03 — Distributions Prior to Event of Default. WJA Draft: So long as no Event of Default has occurred and is continuing, each Pledgor shall be entitled to receive all cash dividends and distributions paid on the Pledged Shares, subject to the restricted payments provisions of the Credit Agreement. C&H Markup: So long as no Event of Default has occurred and is continuing, each Pledgor shall be entitled to rec

Section 5.04 — Distributions During Event of Default. WJA Draft: Upon the occurrence and during the continuance of an Event of Default, all dividends and distributions paid or payable on the Pledged Shares shall be paid directly to the Collateral Agent and applied to the Secured Obligations in such order as the Collateral Agent may determine. C&H Markup: Upon the occurrence and during the continuance of an Event of D

Section 6.01 — Remedies Upon Event of Default. WJA Draft: Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may exercise any and all remedies available under this Agreement, the Credit Agreement, the UCC, and applicable law, including without limitation: (a) selling the Pledged Shares at public or private sale; (b) taking possession of any certificates and other instruments r