Contract analysis

I. Purpose This memorandum updates the dormancy record for the above-captioned matter following a status call held on June 10, 2024, with management of Thalassa Shipping & Logistics SA ("TSL" or the "Company"). The call was held by videoconference at approximately 10:00 a.m. Eastern Time (5:00 p.m. Greece; 10:00 p.m. Singapore). The following individuals participated on the call: • Robert Adeyemi, Responsible Partner

II. Transaction Summary (Recap) For ease of reference, the following is a summary of the principal terms and parties of the proposed offering as contemplated at the time the matter was shelved. These terms reflect the state of the transaction as of the date of the last substantive drafting session (September 2022) and are subject to revision upon reactivation. Issuer / Client. Thalassa Shipping & Logistics SA, a Soci

III. History of Dormancy A. Reasons for Original Shelving (Late 2022) The offering was shelved in the fall of 2022 as a result of a sharp deterioration in dry-bulk shipping market conditions, which materially undermined the economic rationale for the transaction at the pricing terms then under discussion. The principal factors are summarized below. The Baltic Dry Index ("BDI"), which serves as a broad benchmark for d

IV. Summary of June 10, 2024 Status Call A. TSL's Current Market Assessment On the call, Spyros Andreou provided an update on TSL's assessment of current dry-bulk shipping market conditions and the implications for a potential reactivation of the offering. Mr. Andreou reported that the BDI has been fluctuating in the range of approximately 1,700–2,100 over recent months, reflecting a meaningful recovery from the sub-

1. The BDI must sustain above the 2,000 level on a continuous basis through Q4 2024, demonstrating that the recovery in dry-bulk charter rates is durable rather than transient.

2. Formal board and shareholder approval must be obtained, including the consent of the Pelagos Capital Partners Fund III LP board representatives (acting through Andreas Vournas). Mr. Andreou indicated that Pelagos's consent is a contractual requirement under the shareholders' agreement governing TSL.

3. An updated fleet appraisal must be obtained confirming that the collateral coverage ratio remains at or above the 2.00x maintenance covenant level contemplated by the near-final Indenture. Given the aging of the fleet and the passage of two years since the prior appraisal, there is a meaningful risk that collateral values may have declined.

4. Updated audited financial statements for FY2023 must be available, and ideally, Q1 2024 interim reviewed financials should also be available to provide investors and rating agencies with the most current financial picture.

5. Re-engagement with Anchor Bay Securities and Halcyon Partners must occur to obtain updated pricing guidance and an assessment of current investor appetite for shipping high-yield paper.

6. Re-engagement with both Polaris and OCA must occur to lift the preliminary ratings from hold status and potentially obtain updated or refreshed ratings based on current financial data and market conditions.

V. Documentation Refresh Requirements The documentation suite for the proposed offering was brought to a near-final state prior to the shelving of the transaction in September–October 2022. While this represents a substantial foundation from which to work, the passage of approximately two years since the last substantive drafting session means that virtually every document in the suite will require some degree of upd

I. Closing Checklist and Signature Pages The master closing checklist for the transaction (comprising approximately 85 line items as of the last update in September 2022) will need to be updated with new target dates, refreshed deliverable status, and any additional line items arising from changes during the dormancy period. The assembled but unexecuted signature page package prepared in September 2022 should be revi

VI. Third-Party Re-Engagement Requirements Upon reactivation, C&H will need to coordinate the re-engagement of all third-party advisors and service providers involved in the transaction. The following is a summary of the re-engagement requirements for each party. A. Initial Purchasers Anchor Bay Securities LLC. Re-engagement with ABS (Marcus Reinhardt, Managing Director, 599 Lexington Avenue, 28th Floor, New York, NY

VII. Estimated Incremental Fees and Costs for Reactivation The following are C&H's estimates of the incremental fees and costs that would be incurred in connection with the reactivation and relaunch of the offering. These estimates are preliminary and subject to revision based on the actual scope of the documentation refresh, the extent of market and financial changes since 2022, and the outcome of re-engagement disc

VIII. Staffing Update The current and anticipated staffing for this matter is as follows: Robert Adeyemi remains the responsible partner on the matter and will continue to lead the C&H team upon reactivation. Mr. Adeyemi has been involved in the matter since the engagement was opened in June 2022 and has reviewed all prior Dormancy Memoranda. Jennifer Kwon remains the billing partner for the matter. Brendan Walsh, wh

IX. Document Inventory All near-final and draft documents relating to this matter are maintained in the Calderwood & Harkness document management system under Matter No. 1044-00004. The document inventory currently comprises approximately 35 documents. The key documents on file are listed below:

1. Engagement Letter (signed, dated June 13, 2022)

2. Conflict Check Memorandum (dated June 10, 2022)

3. Matter Opening Memorandum (dated June 13, 2022)

4. Dormancy Memorandum (dated December 1, 2022; updated September 8, 2023)

5. This Dormancy Status Update Memorandum (dated June 10, 2024)

6. Indenture, near-final 5th draft (dated September 6, 2022)

7. Purchase Agreement, near-final draft

8. Registration Rights Agreement, near-final draft

9. Intercreditor Agreement, near-final 3rd draft

10. Forms of Global Notes (Rule 144A and Regulation S)

11. Supplemental Indenture form (Guarantor Joinder)

12. Paying Agent and Transfer Agent Agreement, near-final draft

13. Deed of Ship Mortgage form

14. Deed of Assignment of Earnings and Insurances form

15. Share Pledge Agreement — TFPL

16. Share Pledge Agreement — Guarantor Subsidiaries form

17. Assignment of Intercompany Loan Receivables

18. Offering Memorandum, near-final 4th draft (dated September 12, 2022)

19. Risk Factors Drafting Memorandum 20. 10b-5 Disclosure Letter draft framework

21. Investor Presentation, near-final (dated September 19, 2022)

23. Officers' Certificate form

24. Calderwood & Harkness legal opinion draft

25. Delphi & Karidis opinion draft (C&H reviewed)

26. Rajendra & Osman opinion draft (C&H reviewed)

27. Comfort letter request to Kestrel & White (dated August 1, 2022)

28. Board resolutions — TSL (draft)

29. Board resolutions — TFPL (draft)

30. Closing Checklist (approximately 85 line items)

31. Closing Memorandum / Assembled Signature Pages (unexecuted)

32. Suspension Notice — TSL to ABS (dated November 14, 2022)

33. Payoff Letter Request — Meridian Maritime Bank AG (draft, unsent)

34. Payoff Letter Request — Clearwater Shipping Finance Ltd. (draft, unsent) All documents are filed electronically and are accessible to authorized team members through the firm's document management system. Hard copies of executed documents (engagement letter and suspension notice) are maintained in the matter's physical file.

X. Recommended Next Steps Based on the information obtained during the June 10, 2024 status call and the analysis set forth in this memorandum, the following next steps are recommended:

1. Immediate (June–July 2024). No action is required from C&H absent further client instruction. The matter remains dormant, and TSL has not requested any work to be performed. C&H should continue to monitor the BDI and general shipping market conditions on an informal basis and await the TSL board's decision regarding potential reactivation.

2. If BDI Sustains Above 2,000 Through Q3/Q4 2024. If market conditions develop as TSL management anticipates and the BDI sustains above the 2,000 level on a continuous basis through Q3 and Q4 of 2024, the following preparatory steps should be undertaken: • C&H to request updated audited FY2023 financial statements and Q1/Q2 2024 interim reviewed financial statements from Marina Demetriou. These financial statements

3. Upon Board Approval to Reactivate (Target: Q1 2025). If and when the TSL board of directors formally approves the reactivation of the offering, the following steps should be initiated: • Formal re-engagement of all third-party advisors and service providers listed in Section VI of this memorandum, including confirmation of willingness to serve, updated fee terms, and conflict clearance. • Commission an updated fle

4. Ongoing Dormancy Administration. The next periodic check-in with TSL management should be scheduled for approximately Q4 2024, with a suggested target date in October or November 2024. This Dormancy Status Update Memorandum should be updated following any material development or check-in call.

XI. Open Issues and Risk Factors for Reactivation The following open issues and risk factors should be considered in connection with any decision to reactivate the offering. These factors may affect the pricing, structure, timing, or feasibility of a relaunched transaction. Fleet Age. The average age of TSL's fleet has increased from approximately 9.2 years at the time of the original OM to approximately 11.2 years a