Contract analysis

I. Purpose and Summary The purpose of this memorandum is to memorialize the current dormant status of the above-referenced matter, to provide a comprehensive inventory of the near-final documentation suite prepared in connection with the proposed offering, to summarize the reasons for shelving the transaction, and to identify the specific steps and workstreams that would be required for reactivation should market con

II. Transaction Overview A. The Offering The proposed transaction involved the issuance and sale of $400,000,000 in aggregate principal amount of Senior Secured Notes due 2029 (the "Notes"). The offering was structured as a private placement exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), conducted pursuant to Rule 144A and Regulation S thereunder. The following summarize

I. Key Covenant Terms (Near-Final Indenture) The near-final Indenture (5th Draft, dated September 6, 2022) contained the following key covenants, which were substantially agreed among all parties: Incurrence-Based Leverage Test. The Co-Issuers and Restricted Subsidiaries were permitted to incur additional Indebtedness only if, on a pro forma basis after giving effect to such incurrence, the Total Net Leverage Ratio d

III. Chronology of Events The following chronology details the significant milestones in the transaction from initial engagement through dormancy coding, as well as the subsequent periodic check-ins during the dormancy period:

IV. Reasons for Shelving The offering was postponed and ultimately shelved due to a confluence of adverse market conditions and deteriorating financial fundamentals that rendered the transaction uneconomic at terms acceptable to TSL's board of directors. The principal factors are summarized below. A. Baltic Dry Index Collapse The BDI, which is the benchmark index tracking spot freight rates for the global dry-bulk sh

V. Document Inventory — Near-Final Suite Set forth below is a comprehensive catalogue of all documents prepared or substantially negotiated in connection with the offering. Each document is identified by category, title, draft version, date of most recent draft, and current status. The status designations used are as follows: • Fully Executed — Document was signed and delivered by all parties. • Near-Final — Document

VI. Fee and Billing Status The following summarizes the fee and billing status of the C&H engagement and the broader transaction cost estimates: Calderwood & Harkness Fees. The engagement letter dated June 13, 2022 established an estimated total fee of $2,400,000, based on a blended hourly rate of approximately $1,050 per hour across the engagement team (Adeyemi, Kwon, Walsh, Forbes) and an estimated total of approxi

VII. Reactivation Steps and Requirements Should TSL elect to reactivate the offering, the following workstreams would need to be completed. Based on the current state of the documentation suite and assuming cooperative market conditions and timely engagement by all working group members, we estimate that a full refresh and re-launch could be accomplished in approximately 6–8 weeks from the date of a formal reactivati

I. SGX-ST Listing Application If listing of the Notes on the SGX-ST remains contemplated, a listing application will need to be prepared and submitted anew. The original listing application was never completed or submitted prior to the suspension of the offering. The listing timeline should be coordinated with the updated OM and the overall transaction timeline. J. Payoff Letters The draft payoff letter requests to M

VIII. Data Room and File Retention All documents prepared or obtained in connection with the offering are maintained in the following locations: C&H Document Management System. All C&H work product, drafts, correspondence, and memoranda are maintained in the C&H document management system under Matter No. 1044-00004. The matter file is organized by document category consistent with the Document Inventory in Section V

IX. Open Issues at Time of Shelving At the time of the formal suspension of the offering on Novemb