Contract analysis

1. Introduction and Purpose This memorandum provides a draft framework for the negative assurance letter (commonly referred to as a "10b-5 letter" or "10b-5 disclosure letter") to be delivered by Whitfield & Crane LLP ("W&C"), as counsel to the Initial Purchasers (as defined below), in connection with the closing of the proposed offering described herein. This framework has been prepared by Calderwood & Harkness LLP

2. Transaction Summary Set forth below is a summary of the principal terms and features of the proposed offering, as reflected in the near-final Offering Memorandum (4th draft, dated September 12, 2022). This summary is provided for reference purposes in connection with the 10b-5 letter framework and is subject to change as the transaction documents are finalized. The foregoing summary is qualified in its entirety by

3. Universe of Disclosure Documents This Section 3 identifies the universe of documents that C&H anticipates will be relevant to the preparation and delivery of the 10b-5 letter. The documents are categorized based on their relationship to the scope of the negative assurance: (a) primary disclosure documents within the scope of the 10b-5 letter; (b) supplementary disclosure documents within the scope of the 10b-5 let

4. Scope of Procedures to Be Performed by Whitfield & Crane LLP This Section 4 sets forth the procedures that C&H anticipates W&C will have performed, or will perform, in connection with the preparation and delivery of the 10b-5 letter. The procedures described below are consistent with customary practice for 10b-5 letters delivered in connection with Rule 144A / Regulation S high-yield offerings and reflect the leve

5. Form of Negative Assurance Statement 5.1 Proposed Language The 10b-5 letter to be delivered by W&C at the closing of the offering is expected to contain negative assurance substantially in the following form: "Based on our participation in the preparation of the Offering Memorandum and the Investor Presentation, and our review and discussions as described herein, and without independent investigation or verificati

6. Customary Carve-Outs and Limitations The 10b-5 letter is expected to contain the customary carve-outs and limitations set forth below. These carve-outs are consistent with standard market practice for negative assurance letters delivered in connection with Rule 144A / Regulation S high-yield debt offerings and reflect the inherent limitations on the scope of a law firm's review and the matters as to which a law fi

7. Conditions Precedent to Delivery of the 10b-5 Letter The delivery of the 10b-5 letter by W&C is subject to the satisfaction (or waiver by W&C, in its sole discretion) of each of the following conditions precedent: (a) Execution of the Purchase Agreement. Execution and delivery of the Purchase Agreement by the Co-Issuers, the Guarantors, and the Initial Purchasers. (b) Final Offering Memorandum. Receipt by W&C of a

8. Procedures Checklist — Summary Table The following table summarizes the status of each diligence step and procedure relevant to the preparation and delivery of the 10b-5 letter, as of the date of this framework.

9. Open Items and Coordination Points The following items remain open or require further coordination between C&H and W&C in advance of the delivery of the 10b-5 letter. C&H invites W&C's comments on each of the items identified below and requests that W&C identify any additional items or concerns not addressed in this framework. 9.1 OM Finalization The final OM will need to incorporate any pricing-day changes, inclu

10. Timing and Delivery The 10b-5 letter was originally expected to be delivered at the closing of the offering, which was initially targeted for October 15, 2022 (the originally targeted settlement date, coinciding with the first interest payment date of the Notes). However, the offering has been subject to the following postponements and suspension: • First Postponement: On September 26, 2022, TSL notified ABS and

11. Contact Information The following contact information is provided for the principal counsel and client contacts involved in the offering: Calderwood & Harkness LLP (Counsel to the Co-Issuers and Guarantors) Robert Adeyemi — Responsible Partner, Capital Markets Brendan Walsh — Lead Associate, Capital Markets Natasha Forbes — Working Associate, Capital Markets Calderwood & Harkness LLP 125 Broad Street New York, Ne

12. Appendices Appendix A — List of Disclosure Documents Within Scope of 10b-5 Letter The following documents are within the scope of the negative assurance to be provided in the 10b-5 letter: Appendix B — List of Documents Expressly Excluded from Scope of 10b-5 Letter The following documents, data, and information are expressly excluded from the scope of the negative assurance to be provided in the 10b-5 letter: App

1. Corporate structure and ownership, including the relationship between TSL, TFPL, the Guarantor subsidiaries, and Kallistratos Maritime Holdings Ltd. (BVI parent)

2. Fleet overview and condition, including vessel classifications, age profile, dry-docking schedules, classification society status, and capital expenditure requirements

3. Charter portfolio and counterparty exposure, including time charter agreements, contracts of affreightment, spot market exposure, and charter counterparty credit quality

4. Financial performance and outlook, including revenue trends, EBITDA margins, cash flow generation, working capital management, and sensitivity analysis

5. Existing indebtedness and refinancing, including the Meridian Maritime Bank AG facility and the Clearwater Shipping Finance Ltd. facility, and the proposed application of the net proceeds of the Notes to the refinancing thereof

6. Material contracts, including shipbuilding contracts, ship management agreements, pooling arrangements, and bunker fuel procurement agreements

7. Litigation and regulatory matters, including pending and threatened litigation, regulatory investigations, and compliance with international maritime regulations

8. Environmental compliance, including compliance with the International Maritime Organization ("IMO") 2020 sulfur cap regulations, ballast water management, and greenhouse gas emission reduction strategies

9. Insurance program, including hull and machinery insurance, protection and indemnity ("P&I") club coverage, loss of hire insurance, and war risk insurance

10. Management and governance, including board composition, management team qualifications, succession planning, and related party transaction policies Appendix D — Draft Timeline for 10b-5 Letter Delivery (Original, Now Suspended) The following table sets forth the original anticipated timeline for the delivery of the 10b-5 letter. All dates set forth below have been suspended as a result of the formal suspension of