Contract analysis

1. Certificate of Incorporation. The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Thalassa Americas Inc. as originally filed with the Secretary of State of the State of Delaware, together with all amendments and restatements thereof adopted and filed through the date hereof, which Certificate of Incorporation (as so amended

2. Bylaws. The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Thalassa Americas Inc., together with all amendments thereto adopted through the date hereof, which Bylaws (as so amended) are in full force and effect as of the date hereof. Since the date of the most recent amendment reflected in the copy attached as Exhibit B, the Bylaws have not bee

3. Board Resolutions. The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of Thalassa Americas Inc. by unanimous written consent dated June 22, 2023, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and Article III of the Bylaws of the Company. The

4. Good Standing. The undersigned hereby certifies that TAI is validly existing as a corporation and in good standing under the laws of the State of Delaware as of the date hereof. Attached hereto as Exhibit D is a certificate of good standing (or certificate of status) for Thalassa Americas Inc. issued by the Secretary of State of the State of Delaware, dated on or about June 28, 2023. The undersigned has no knowled

5. Incumbency and Specimen Signatures. The undersigned hereby certifies that the following persons are the duly elected or appointed, qualified, and acting officers of Thalassa Americas Inc. as of the date hereof, holding the respective offices set forth opposite their names below, and that the signatures set forth opposite their respective names below are their true, genuine, and authentic signatures: Each of the ab

6. No Dissolution or Liquidation. The undersigned hereby certifies that no proceedings have been instituted or are pending, nor, to the knowledge of the undersigned, have any proceedings been threatened, for the dissolution, liquidation, or winding up of Thalassa Americas Inc., whether voluntary or involuntary, under applicable state or federal law. No petition under Chapter 7 or Chapter 11 of Title 11 of the United

7. No Conflict with Organizational Documents. The undersigned hereby certifies that the execution, delivery, and performance by TAI of the RSA Transaction Documents and the consummation by TAI of the transactions contemplated thereby do not and will not (a) violate any provision of the Certificate of Incorporation of TAI, as amended to date, (b) violate any provision of the Bylaws of TAI, as amended to date, (c) conf