Contract analysis

I. TRANSACTION OVERVIEW A. Summary of the Offering This Closing Memorandum relates to the proposed offering (the "Offering") by Thalassa Shipping & Logistics SA, a société anonyme organized under the laws of the Hellenic Republic ("TSL"), and Thalassa Finance Pte. Ltd., a private company limited by shares organized under the laws of the Republic of Singapore ("TFPL" and, together with TSL, the "Co-Issuers"), of $400,

1. Co-Issuers. Thalassa Shipping & Logistics SA ("TSL") • Société Anonyme organized under the laws of the Hellenic Republic • GEMI Registration No.: 148276201000 • Registered Address: 42 Akti Miaouli, Piraeus 185 35, Greece • Principal operating entity of the Thalassa group, engaged in international dry bulk and container feeder shipping, port services, and freight logistics Thalassa Finance Pte. Ltd. ("TFPL") • Priv

2. Guarantor Subsidiaries Each of the following wholly owned subsidiaries of TSL (directly or through TFPL) was to provide a senior secured guarantee of the Notes on a joint and several basis (collectively, the "Guarantor Subsidiaries"): (a) Thalassa Dry Bulk Operations Ltd. ("TDBO") — Private Limited Company organized under the laws of the Republic of Malta; fleet-owning subsidiary holding 22 dry bulk carriers; (b)

3. Parent Guarantor Kallistratos Maritime Holdings Ltd. ("KMH") • BVI Business Company organized under the BVI Business Companies Act, 2004 • Registered Address: Craigmuir Chambers, Road Town, Tortola, British Virgin Islands • Parent holding company of TSL, holding 72.5% of the issued and outstanding shares of TSL • Limited guarantee of the Notes, capped at $50,000,000 in aggregate liability (the "Limited Parent Guar

4. Initial Purchasers Anchor Bay Securities LLC ("Anchor Bay") • Limited Liability Company organized under the laws of the State of Delaware • Address: 599 Lexington Avenue, 28th Floor, New York, NY 10022 • Role: Lead Bookrunner and Lead Initial Purchaser • Allocation: 65% ($260,000,000 principal amount) • Initial Purchaser Fee: $5,200,000 (2.00% of allocated principal amount) Halcyon Partners International Ltd. ("Ha

5. Indenture Trustee Marlowe Asset Management Trust Company of Singapore Pte. Ltd. ("Marlowe Asset Management" or the "Trustee") • UEN: 199804782D • Address: 80 Robinson Road, #02-00, Singapore 068898 • Role: Trustee under the Indenture, Paying Agent and Transfer Agent

6. Security Agent / Collateral Agent Atlas Collateral Agency Pte. Ltd. ("Atlas" or the "Security Agent") • UEN: 200115678R • Address: 80 Robinson Road, #02-00, Singapore 068898 • Role: Security Agent and Collateral Agent under the Indenture, the Intercreditor Agreement, and each of the Security Documents C. Use of Proceeds The estimated application of gross proceeds from the Offering, as set forth in the near-final O

II. INDEX OF TRANSACTION DOCUMENTS AND SIGNATURE PAGES A. Master Document List The following is a comprehensive list of all transaction documents for which signature pages have been assembled in this package. Each document is organized by Tab number and includes the document title, the draft version assembled, the date of the near-final version, the parties to the document, the number of individual signature pages as

III. TAB 1 — INDENTURE (NEAR-FINAL, 5TH DRAFT) A. Document Description Full Title: Indenture, dated as of [●], 2022, among Thalassa Shipping & Logistics SA, Thalassa Finance Pte. Ltd. (as Co-Issuers), the Guarantors named therein, Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (as Trustee), and Atlas Collateral Agency Pte. Ltd. (as Security Agent) Draft Version: Near-final, 5th Draft Date: September 6,

1. Thalassa Dry Bulk Operations Ltd. [UNEXECUTED — FOR REFERENCE ONLY] SIGNATURE PAGE TO INDENTURE THALASSA DRY BULK OPERATIONS LTD. as Guarantor By: ________ Name: ________ Title: Authorized Signatory STATUS: UNEXECUTED

2. Thalassa Container Feeder Ltd. [UNEXECUTED — FOR REFERENCE ONLY] SIGNATURE PAGE TO INDENTURE THALASSA CONTAINER FEEDER LTD. as Guarantor By: ________ Name: ________ Title: Authorized Signatory STATUS: UNEXECUTED

3. Thalassa Port Services FZCO [UNEXECUTED — FOR REFERENCE ONLY] SIGNATURE PAGE TO INDENTURE THALASSA PORT SERVICES FZCO as Guarantor By: ________ Name: ________ Title: Authorized Signatory STATUS: UNEXECUTED

4. Thalassa Freight Solutions Pte. Ltd. [UNEXECUTED — FOR REFERENCE ONLY] SIGNATURE PAGE TO INDENTURE THALASSA FREIGHT SOLUTIONS PTE. LTD. as Guarantor By: ________ Name: ________ Title: Authorized Signatory STATUS: UNEXECUTED E. Signature Page — Kallistratos Maritime Holdings Ltd. (as Limited Parent Guarantor) [UNEXECUTED — FOR REFERENCE ONLY] SIGNATURE PAGE TO INDENTURE Note: The guarantee of Kallistratos Maritime

IV. TAB 2 — PURCHASE AGREEMENT (NEAR-FINAL DRAFT) A. Document Description Full Title: Purchase Agreement, dated as of [●], 2022, among Thalassa Shipping & Logistics SA, Thalassa Finance Pte. Ltd. (as Co-Issuers), the Guarantors named therein, Anchor Bay Securities LLC (as Lead Initial Purchaser), and Halcyon Partners International Ltd. (as Co-Initial Purchaser) Draft Version: Near-Final Date: September 12, 2022 Summa

1. Thalassa Dry Bulk Operations Ltd. [UNEXECUTED — FOR REFERENCE ONLY] SIGNATURE PAGE TO PURCHASE AGREEMENT THALASSA DRY BULK OPERATIONS LTD. as Guarantor By: ________ Name: ________ Title: Authorized Signatory STATUS: UNEXECUTED

2. Thalassa Container Feeder Ltd. [UNEXECUTED — FOR REFERENCE ONLY] SIGNATURE PAGE TO PURCHASE AGREEMENT THALASSA CONTAINER FEEDER LTD. as Guarantor By: ________ Name: ________ Title: Authorized Signatory STATUS: UNEXECUTED

3. Thalassa Port Services FZCO [UNEXECUTED — FOR REFERENCE ONLY] SIGNATURE PAGE TO PURCHASE AGREEMENT THALASSA PORT SERVICES FZCO as Guarantor By: ________ Name: ________ Title: Authorized Signatory STATUS: UNEXECUTED

4. Thalassa Freight Solutions Pte. Ltd. [UNEXECUTED — FOR REFERENCE ONLY] SIGNATURE PAGE TO PURCHASE AGREEMENT THALASSA FREIGHT SOLUTIONS PTE. LTD. as Guarantor By: ________ Name: ________ Title: Authorized Signatory STATUS: UNEXECUTED E. Signature Page — Kallistratos Maritime Holdings Ltd. (as Limited Parent Guarantor) [UNEXECUTED — FOR REFERENCE ONLY] SIGNATURE PAGE TO PURCHASE AGREEMENT KALLISTRATOS MARITIME HOLDI

V. TAB 3 — REGISTRATION RIGHTS AGREEMENT (NEAR-FINAL DRAFT) A. Document Description Full Title: Registration Rights Agreement, dated as of [●], 2022, among Thalassa Shipping & Logistics SA, Thalassa Finance Pte. Ltd. (as Co-Issuers), the Guarantors named therein, and the Initial Purchasers Draft Version: Near-Final Date: September 12, 2022 Summary: The Registration Rights Agreement sets forth the obligations of the C

1. Thalassa Dry Bulk Operations Ltd. [UNEXECUTED — FOR REFERENCE ONLY] SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT THALASSA DRY BULK OPERATIONS LTD. as Guarantor By: ________ Name: ________ Title: Authorized Signatory STATUS: UNEXECUTED

2. Thalassa Container Feeder Ltd. [UNEXECUTED — FOR REFERENCE ONLY] SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT THALASSA CONTAINER FEEDER LTD. as Guarantor By: ________ Name: ________ Title: Authorized Signatory STATUS: UNEXECUTED

3. Thalassa Port Services FZCO [UNEXECUTED — FOR REFERENCE ONLY] SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT THALASSA PORT SERVICES FZCO as Guarantor By: ________ Name: ________ Title: Authorized Signatory STATUS: UNEXECUTED

4. Thalassa Freight Solutions Pte. Ltd. [UNEXECUTED — FOR REFERENCE ONLY] SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT THALASSA FREIGHT SOLUTIONS PTE. LTD. as Guarantor By: ________ Name: ________ Title: Authorized Signatory STATUS: UNEXECUTED E. Signature Page — Kallistratos Maritime Holdings Ltd. [UNEXECUTED — FOR REFERENCE ONLY] SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT KALLISTRATOS MARITIME HOLDINGS LTD.

VI. TAB 4 — INTERCREDITOR AGREEMENT (NEAR-FINAL, 3RD DRAFT) A. Document Description Full Title: Intercreditor Agreement, dated as of [●], 2022, among Thalassa Shipping & Logistics SA, Thalassa Finance Pte. Ltd. (as Co-Issuers), the Guarantors named therein, Atlas Collateral Agency Pte. Ltd. (as Security Agent), and Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (as Trustee) Draft Version: Near-Final, 3

1. Thalassa Dry Bulk Operations Ltd. [UNEXECUTED — FOR REFERENCE ONLY] SIGNATURE PAGE TO INTERCREDITOR AGREEMENT THALASSA DRY BULK OPERATIONS LTD. as Guarantor By: ________ Name: ________ Title: Authorized Signatory STATUS: UNEXECUTED

2. Thalassa Container Feeder Ltd. [UNEXECUTED — FOR REFERENCE ONLY] SIGNATURE PAGE TO INTERCREDITOR AGREEMENT THALASSA CONTAINER FEEDER LTD. as Guarantor By: ________ Name: ________ Title: Authorized Signatory STATUS: UNEXECUTED

3. Thalassa Port Services FZCO [UNEXECUTED — FOR REFERENCE ONLY] SIGNATURE PAGE TO INTERCREDITOR AGREEMENT THALASSA PORT SERVICES FZCO as Guarantor By: ________ Name: ________ Title: Authorized Signatory STATUS: UNEXECUTED

4. Thalassa Freight Solutions Pte. Ltd. [UNEXECUTED — FOR REFERENCE ONLY] SIGNATURE PAGE TO INTERCREDITOR AGREEMENT THALASSA FREIGHT SOLUTIONS PTE. LTD. as Guarantor By: ________ Name: ________ Title: Authorized Signatory STATUS: UNEXECUTED E. Signature Page — Atlas Collateral Agency Pte. Ltd. (as Security Agent) [UNEXECUTED — FOR REFERENCE ONLY] SIGNATURE PAGE TO INTERCREDITOR AGREEMENT ATLAS COLLATERAL AGENCY PTE.

VII. TAB 5 — SECURITY DOCUMENTS Sub-Tab 5A — Deed of Ship Mortgage (Form — Singapore Law) A. Document Description Full Title: Form of Deed of Ship Mortgage, to be entered into between the relevant fleet-owning subsidiary (as Mortgagor) and Atlas Collateral Agency Pte. Ltd. (as Mortgagee and Security Agent) Draft Version: Near-Final Form Date: August 30, 2022 Summary: The form of Deed of Ship Mortgage is intended to b

VIII. TAB 6 — PAYING AGENT AND TRANSFER AGENT AGREEMENT (NEAR-FINAL DRAFT) A. Document Description Full Title: Paying Agent and Transfer Agent Agreement, dated as of [●], 2022, among Thalassa Shipping & Logistics SA, Thalassa Finance Pte. Ltd. (as Co-Issuers), and Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (in its capacity as Paying Agent and Transfer Agent) Draft Version: Near-Final Date: Septembe

IX. SUMMARY TABLE OF ASSEMBLED SIGNATURE PAGES The following table provides a comprehensive summary of all signature pages assembled in this Closing Memorandum. All signature pages are UNEXECUTED. Total individual signature pages assembled: 51 Summary of parties with signature pages assembled:

1. Thalassa Shipping & Logistics SA — Signing parties: Spyros Andreou (CEO) and Marina Demetriou (CFO)

2. Thalassa Finance Pte. Ltd. — Signing party: Marina Demetriou (Sole Director)

3. Thalassa Dry Bulk Operations Ltd. — Authorized signatory to be designated at closing

4. Thalassa Container Feeder Ltd. — Authorized signatory to be designated at closing

5. Thalassa Port Services FZCO — Authorized signatory to be designated at closing

6. Thalassa Freight Solutions Pte. Ltd. — Authorized signatory to be designated at closing

7. Kallistratos Maritime Holdings Ltd. — Signing party: Dimitrios Kallistratos (Director)

8. Anchor Bay Securities LLC — Signing party: Marcus Reinhardt (Managing Director)

9. Halcyon Partners International Ltd. — Signing party: James Ogilvie (Managing Director)

10. Marlowe Asset Management Trust Company of Singapore Pte. Ltd. — Signing party: Richard Tan (Vice President, Corporate Trust)

11. Atlas Collateral Agency Pte. Ltd. — Signing party: Karen Ng (Associate Director, Collateral Services)

X. NOTES ON CLOSING CONDITIONS AND OUTSTANDING ITEMS A. Documents Not Included in Signature Page Package The following documents and deliverables are required as conditions precedent to closing of the Offering but were not subject to pre-execution assembly of signature pages. These items were to be prepared or delivered at or prior to closing and are not included in this Closing Memorandum:

1. Legal Opinions. (a) Calderwood & Harkness LLP (New York, NY) — Opinion of issuer's U.S. counsel regarding validity and enforceability of the Notes under the Indenture, no registration required under the Securities Act, and related matters. To be delivered at closing. (b) Delphi & Karidis LLP (Athens, Greece) — Opinion of issuer's Greek counsel regarding due organization, corporate power, and authority of TSL under

2. Negative Assurance (10b-5) Letter. Whitfield & Crane LLP (New York, NY) — Negative assurance letter addressed to the Initial Purchasers regarding the Offering Memorandum, customary for Rule 144A offerings. To be delivered at closing.

3. Comfort Letter. Kestrel & White Chartered Accountants (Piraeus, Greece) — Comfort letter addressed to the Initial Purchasers regarding the financial statements and certain financial data included in the Offering Memorandum. A comfort letter request was delivered to Kestrel & White on August 1, 2022. The comfort letter itself was to be delivered at closing, together with a bring-down comfort letter delivered on the

4. Officers' Certificate. Certificate of the Co-Issuers, to be executed at closing by Spyros Andreou (CEO) and Marina Demetriou (CFO), certifying as to the accuracy of representations and warranties, compliance with covenants, and the absence of any event of default or material adverse change. A form of the Officers' Certificate was prepared by Calderwood & Harkness LLP but was not included in the signature page pack

5. Payoff Letters. Payoff letters from (i) Meridian Maritime Bank AG (attention: Hans-Peter Gerber) in respect of the $190,000,000 revolving credit and term loan facility, and (ii) Clearwater Shipping Finance Ltd. (attention: Emma Blackwood) in respect of the $120,000,000 secured term loan facility, setting forth the exact payoff amounts (including accrued interest, fees, and any prepayment premiums), wire transfer i

6. Rating Confirmation Letters. Confirmation letters from Polaris Ratings Group Ltd. (analyst: Carl Johansson) and Oceanic Credit Assessments Inc. (analyst: Linda Park) confirming the final ratings assigned to the Notes. As noted in Section I.E above, the preliminary ratings assigned by both agencies (B+ (stable) and B1 (stable), respectively) were placed on hold in early November 2022 and have not been reactivated.

7. SGX-ST Listing Application. Application to the Singapore Exchange Securities Trading Limited for listing of the Notes on the SGX-ST. The listing application was never filed.

8. Fleet Appraisal. Desktop fleet appraisal by Compass Marine Valuations Ltd. (contact: Robert Hargreaves), dated June 2022, providing fair market valuations for the full 50-vessel fleet ($1,820,000,000 in aggregate) and the 28 Collateral Vessels ($1,175,000,000 in aggregate). The June 2022 appraisal has been completed and is on file, but would need to be refreshed upon reactivation of the Offering. B. Outstanding Co

1. Board Resolutions — TSL. No executed board resolutions of the board of directors of Thalassa Shipping & Logistics SA authorizing the Offering, the execution and delivery of the transaction documents, and related matters. A draft form of board resolution was prepared by Calderwood & Harkness LLP and circulated to Alexandros Theodorakis, General Counsel of TSL, for review, but the resolution was never finalized or e

2. Sole Director Resolutions — TFPL. No executed sole director resolutions of the sole director of Thalassa Finance Pte. Ltd. authorizing TFPL's participation as Co-Issuer, the execution of the transaction documents, and related matters.

3. Bring-Down Comfort Letter. No bring-down comfort letter from Kestrel & White Chartered Accountants (the initial comfort letter was also never delivered, as it was to be delivered at closing).

4. Bring-Down Officer's Certificate. No bring-down officer's certificate of the Co-Issuers dated as of the closing date.

5. Confirmation of Ratings. No confirmation of final ratings from Polaris Ratings Group Ltd. or Oceanic Credit Assessments Inc. Both agencies placed their respective preliminary ratings on hold (Polaris on November 2, 2022; OCA on November 4, 2022).

6. Evidence of Wire Transfers. No evidence of wire transfers in connection with the application of proceeds of the Offering, including payoff of the Meridian Maritime Bank AG and Clearwater Shipping Finance Ltd. facilities.

7. Vessel-Specific Ship Mortgage Documentation. No completed vessel-specific ship mortgage deeds or deeds of assignment of earnings and insurances. Only form signature pages were assembled (see Tab 5A and Tab 5B above). Individual vessel-specific documentation was to be completed with vessel names, flag states, IMO numbers, and registration details at or immediately prior to closing.

8. Corporate Authorizations — Guarantor Subsidiaries. No executed corporate authorizations (board resolutions or equivalent) from any of the four Guarantor Subsidiaries.

9. Good Standing Certificates / Certificates of Incumbency. No certificates of good standing, certificates of incumbency, or equivalent documentation obtained from any jurisdiction.