[sheet: Cover]

Field	Value
Document Title	Borrower's Corporate Authorization Checklist
Date	April 20, 2023
Prepared By	Daniel Obi, Associate, Banking & Finance
Reviewed By	Sophie Tremblay, Senior Associate, Banking & Finance
Approved By	Margaret Chen, Partner, Banking & Finance
Matter Number	1044-00002
Client / Borrower	Thalassa Shipping & Logistics SA
Transaction	$150,000,000 Senior Secured Revolving Credit Facility
Administrative Agent	Meridian Atlantic Bank, National Association
Borrower's Counsel	Calderwood & Harkness LLP
Lender's Counsel	Whitmore, Jennings & Alcott LLP
Greek Local Counsel	Pavlopoulos & Drakos Law Firm
Collateral Agent	Pinnacle Trust & Agency Services Inc.
Purpose	Track all corporate authorizations, constitutional documents, incumbency certificates, and specimen signatures required from the Borrower and each Guarantor as conditions precedent to initial borrowing under the proposed Credit Agreement
Version	1.0 — Initial Draft

[sheet: TSL — Borrower]

Item No.	Category	Description	Jurisdiction	Responsible Party	Required By	Status	Notes / Comments
1	Constitutional Documents	Certified copy of Articles of Association (Katastatiko) of Thalassa Shipping & Logistics SA, as currently in effect	Greece	Borrower / P&D	Closing	Pending	To be certified by the secretary or authorized officer; GEMI Registration No. 143209501000
2	Constitutional Documents	Certificate of Good Standing / Certificate of Registration from the General Commercial Registry (GEMI)	Greece	Borrower / P&D	Closing	Pending	GEMI No. 143209501000; Greek Tax ID (AFM): 094728361
3	Constitutional Documents	Certificate of Tax Compliance (Forologiki Enimerotita) from Greek tax authorities	Greece	Borrower / P&D	Closing	Pending	AFM: 094728361
4	Constitutional Documents	Certificate of Social Security Compliance (Asfalistiki Enimerotita)	Greece	Borrower / P&D	Closing	Pending	Required under Greek corporate law for major financial undertakings
5	Board Resolutions	Board of Directors resolution of TSL authorizing: (a) execution of the Credit Agreement among TSL as Borrower, the Guarantors, Meridian Atlantic Bank N.A. as Administrative Agent, and the Lenders; (b) execution of all related Loan Documents including security documents, mortgages, pledge agreements, assignments of earnings and insurances; (c) borrowings under the facility up to $150,000,000; (d) appointment of authorized signatories	Greece	Borrower / P&D	Closing	Pending	Resolution to specifically reference $150,000,000 facility size and name Meridian Atlantic Bank, National Association as Administrative Agent and Pinnacle Trust & Agency Services Inc. as Collateral Agent
6	Board Resolutions	Board resolution designating Elena Vassiliou (CEO) and Dimitrios Pantazis (CFO) as authorized signatories for the Credit Agreement and all Loan Documents	Greece	Borrower / P&D	Closing	Pending	Must comply with signing authority provisions of TSL's Articles of Association
7	Shareholder Resolutions	Shareholder resolution (General Assembly) of TSL, if required under TSL's Articles of Association or Greek corporate law, approving the entry into the Credit Agreement and granting of guarantees and security	Greece	Borrower / P&D	Closing	Pending	P&D to confirm whether shareholder approval is required under TSL's Articles or Greek Société Anonyme law (Law 4548/2018) for the facility size relative to TSL assets
8	Incumbency Certificate	Certificate of Incumbency identifying current officers and directors of TSL, including: Nikolaos Karadimitriou (Founder & Chairman), Elena Vassiliou (CEO), Dimitrios Pantazis (CFO), Aris Komnenidis (General Counsel)	Greece	Borrower / P&D	Closing	Pending	Must be current as of the closing date
9	Specimen Signatures	Specimen signature cards for each authorized signatory: Elena Vassiliou and Dimitrios Pantazis	Greece	Borrower	Closing	Pending	To be attached as an exhibit to the Secretary's Certificate
10	Secretary's Certificate	Secretary's Certificate (or equivalent officer's certificate) of TSL certifying: (a) attached Articles of Association; (b) board resolutions; (c) shareholder resolutions (if applicable); (d) incumbency; (e) specimen signatures — to be delivered to Administrative Agent and Lenders	Greece	Borrower / C&H	Closing	Pending	Draft prepared by C&H dated June 28, 2023; certifies Elena Vassiliou and Dimitrios Pantazis as authorized signatories
11	Legal Opinions	Greek-law legal opinion from Pavlopoulos & Drakos Law Firm covering: due organization and valid existence, corporate power and authority, due authorization, enforceability, no conflict, no governmental approvals required	Greece	P&D	Closing	Pending	Opinion outline prepared by C&H dated June 30, 2023; opinion to be addressed to Meridian Atlantic as Administrative Agent and the Lenders
12	Process Agent	Appointment of process agent in New York for service of process under the Credit Agreement (NY governing law)	Greece / New York	Borrower / C&H	Closing	Pending	TSL to designate agent for service in New York; required under Credit Agreement
13	Power of Attorney	Power of Attorney, if applicable, authorizing any person other than Elena Vassiliou or Dimitrios Pantazis to execute Loan Documents on behalf of TSL	Greece	Borrower / P&D	Closing	Pending	To be confirmed whether any additional signatories will execute documents at closing
14	GEMI Filing	Confirmation of filing of board resolutions and any shareholder resolutions with the General Commercial Registry (GEMI)	Greece	Borrower / P&D	Post-Closing	Pending	Required under Greek law; filing to be completed promptly after closing

[sheet: Dry Bulk Holdings — Guarantor]

Item No.	Category	Description	Jurisdiction	Responsible Party	Required By	Status	Notes / Comments
1	Constitutional Documents	Certified copy of Certificate of Incorporation of Thalassa Dry Bulk Holdings Ltd.	Cyprus	Borrower / P&D	Closing	Pending	Private limited company organized under the laws of the Republic of Cyprus
2	Constitutional Documents	Certified copy of Memorandum and Articles of Association of Thalassa Dry Bulk Holdings Ltd., as currently in effect	Cyprus	Borrower / P&D	Closing	Pending	To be certified by the company secretary
3	Constitutional Documents	Certificate of Good Standing or equivalent certificate from the Cyprus Registrar of Companies	Cyprus	Borrower / P&D	Closing	Pending	Must be dated no more than 30 days prior to closing
4	Constitutional Documents	Certificate of Registered Office and Directors from Cyprus Registrar of Companies (Form HE2 and HE4 equivalents)	Cyprus	Borrower / P&D	Closing	Pending	Confirm current registered office address and directors
5	Constitutional Documents	Certificate of Shareholders from Cyprus Registrar of Companies (Form HE3 equivalent)	Cyprus	Borrower / P&D	Closing	Pending	Confirm current shareholding structure; TSL is 100% shareholder
6	Board Resolutions	Board of Directors resolution authorizing: (a) execution and delivery of the Guaranty in favor of the Administrative Agent for the benefit of the Lenders; (b) execution of the Share Pledge Agreement pledging 100% of equity interests in vessel-owning subsidiaries; (c) appointment of authorized signatories	Cyprus	Borrower / P&D	Closing	Pending	Resolution must reference the $150,000,000 revolving credit facility and name Meridian Atlantic Bank N.A. as Administrative Agent; role as intermediate holding company for TSL's dry bulk fleet
7	Shareholder Resolutions	Shareholder written resolution (or minutes of EGM) of Thalassa Dry Bulk Holdings Ltd. approving the guaranty and granting of security, if required under Cyprus Companies Law (Cap. 113) or the company's Articles	Cyprus	Borrower / P&D	Closing	Pending	P&D to advise on corporate benefit and whether shareholder approval is needed under Cyprus law for upstream/cross-stream guarantees
8	Incumbency Certificate	Certificate of Incumbency listing current directors and secretary of Thalassa Dry Bulk Holdings Ltd.	Cyprus	Borrower / P&D	Closing	Pending	Must be current as of the closing date
9	Specimen Signatures	Specimen signatures of authorized signatories for Thalassa Dry Bulk Holdings Ltd.	Cyprus	Borrower	Closing	Pending	To be attached as exhibit to Secretary's Certificate
10	Secretary's Certificate	Secretary's Certificate of Thalassa Dry Bulk Holdings Ltd. certifying constitutional documents, board and shareholder resolutions, incumbency, and specimen signatures	Cyprus	Borrower / C&H	Closing	Pending	Draft to be prepared by C&H
11	Corporate Benefit Analysis	Memorandum or board minute confirming corporate benefit to Thalassa Dry Bulk Holdings Ltd. of entering into the Guaranty and Share Pledge Agreement	Cyprus	P&D / C&H	Closing	Pending	Required under Cyprus law to establish corporate benefit for guarantor subsidiaries; P&D to provide guidance
12	Legal Opinions	Cyprus-law legal opinion from Pavlopoulos & Drakos Law Firm covering: due organization, corporate power and authority, due authorization, enforceability, no conflict	Cyprus	P&D	Closing	Pending	Opinion to be addressed to Meridian Atlantic as Administrative Agent and the Lenders
13	Process Agent	Appointment of process agent in New York for service of process under the Guaranty	Cyprus / New York	Borrower / C&H	Closing	Pending	Required under the Guaranty Agreement

[sheet: Tanker Ops — Guarantor]

Item No.	Category	Description	Jurisdiction	Responsible Party	Required By	Status	Notes / Comments
1	Constitutional Documents	Certified copy of Articles of Incorporation of Thalassa Tanker Operations Ltd.	Republic of the marshall Islands	Borrower / C&H	Closing	Pending	Private limited company organized under the laws of the Republic of the marshall Islands; certificate from RMI Registrar
2	Constitutional Documents	Certified copy of Bylaws of Thalassa Tanker Operations Ltd., as currently in effect	Republic of the marshall Islands	Borrower / C&H	Closing	Pending	To be certified by the secretary or authorized officer
3	Constitutional Documents	Certificate of Good Standing from the Republic of the marshall Islands Registrar of Corporations	Republic of the marshall Islands	Borrower / C&H	Closing	Pending	Must be current; RMI certificates typically issued through the RMI Maritime and Corporate Registries
4	Board Resolutions	Board of Directors resolution authorizing: (a) execution and delivery of the Guaranty in favor of the Administrative Agent for the benefit of the Lenders; (b) execution of the Share Pledge Agreement pledging 100% of equity interests in vessel-owning subsidiaries held by Tanker Ops; (c) execution of Assignment of Earnings and Assignment of Insurances for applicable Mortgaged Vessels; (d) appointment of authorized signatories	Republic of the marshall Islands	Borrower / C&H	Closing	Pending	Resolution must reference role as operating subsidiary for TSL's tanker fleet; 12 tankers in fleet
5	Shareholder Resolutions	Shareholder written consent or resolution approving the guaranty and security grants, if required under RMI Business Corporations Act or the company's Articles/Bylaws	Republic of the marshall Islands	Borrower / C&H	Closing	Pending	C&H to confirm RMI requirements for upstream guarantees
6	Incumbency Certificate	Certificate of Incumbency listing current directors and officers of Thalassa Tanker Operations Ltd.	Republic of the marshall Islands	Borrower / C&H	Closing	Pending	Must be current as of the closing date
7	Specimen Signatures	Specimen signatures of authorized signatories for Thalassa Tanker Operations Ltd.	Republic of the marshall Islands	Borrower	Closing	Pending	To be attached as exhibit to Officer's Certificate
8	Secretary's / Officer's Certificate	Officer's Certificate of Thalassa Tanker Operations Ltd. certifying constitutional documents, board and shareholder resolutions, incumbency, and specimen signatures	Republic of the marshall Islands	Borrower / C&H	Closing	Pending	Draft to be prepared by C&H
9	Corporate Benefit Analysis	Memorandum or board minute confirming corporate benefit to Thalassa Tanker Operations Ltd. of entering into the Guaranty and related security documents	Republic of the marshall Islands	C&H	Closing	Pending	RMI courts generally follow Delaware law precedent on fiduciary duties
10	Process Agent	Appointment of process agent in New York for service of process under the Guaranty	Republic of the marshall Islands / New York	Borrower / C&H	Closing	Pending	Required under the Guaranty Agreement
11	RMI Specific Filings	Confirmation of any required filings with the RMI Registrar in connection with the guaranty and security documents	Republic of the marshall Islands	C&H	Closing	Pending	Including any mortgage recordation requirements for RMI-flagged vessels
12	Legal Opinions	RMI-law legal opinion from Calderwood & Harkness LLP covering: due organization, corporate power and authority, due authorization, enforceability, no conflict	Republic of the marshall Islands	C&H	Closing	Pending	Opinion to be addressed to Meridian Atlantic as Administrative Agent and the Lenders

[sheet: TLI — Guarantor]

Item No.	Category	Description	Jurisdiction	Responsible Party	Required By	Status	Notes / Comments
1	Constitutional Documents	Certified copy of Certificate of Incorporation of Thalassa Logistics International Ltd.	Cyprus	Borrower / P&D	Closing	Pending	Private limited company organized under the laws of the Republic of Cyprus; integrated logistics and chartering subsidiary
2	Constitutional Documents	Certified copy of Memorandum and Articles of Association of Thalassa Logistics International Ltd., as currently in effect	Cyprus	Borrower / P&D	Closing	Pending	To be certified by the company secretary
3	Constitutional Documents	Certificate of Good Standing or equivalent certificate from the Cyprus Registrar of Companies	Cyprus	Borrower / P&D	Closing	Pending	Must be dated no more than 30 days prior to closing
4	Constitutional Documents	Certificate of Registered Office and Directors from Cyprus Registrar of Companies	Cyprus	Borrower / P&D	Closing	Pending	Confirm current registered office address and directors
5	Constitutional Documents	Certificate of Shareholders from Cyprus Registrar of Companies (Form HE3 equivalent)	Cyprus	Borrower / P&D	Closing	Pending	Confirm current shareholding structure; TSL is 100% shareholder
6	Board Resolutions	Board of Directors resolution authorizing: (a) execution and delivery of the Guaranty in favor of the Administrative Agent for the benefit of the Lenders; (b) execution of the Share Pledge Agreement; (c) execution of any Assignment of Earnings or Charter Assignments relating to charters held by TLI; (d) appointment of authorized signatories	Cyprus	Borrower / P&D	Closing	Pending	Must reference the $150,000,000 revolving credit facility; TLI's role as logistics and chartering subsidiary
7	Shareholder Resolutions	Shareholder written resolution (or minutes of EGM) of Thalassa Logistics International Ltd. approving the guaranty and granting of security, if required under Cyprus Companies Law (Cap. 113) or the company's Articles	Cyprus	Borrower / P&D	Closing	Pending	P&D to confirm corporate benefit analysis and shareholder approval requirements under Cyprus law
8	Incumbency Certificate	Certificate of Incumbency listing current directors and secretary of Thalassa Logistics International Ltd.	Cyprus	Borrower / P&D	Closing	Pending	Must be current as of the closing date
9	Specimen Signatures	Specimen signatures of authorized signatories for Thalassa Logistics International Ltd.	Cyprus	Borrower	Closing	Pending	To be attached as exhibit to Secretary's Certificate
10	Secretary's Certificate	Secretary's Certificate of Thalassa Logistics International Ltd. certifying constitutional documents, board and shareholder resolutions, incumbency, and specimen signatures	Cyprus	Borrower / C&H	Closing	Pending	Draft to be prepared by C&H
11	Corporate Benefit Analysis	Memorandum or board minute confirming corporate benefit to Thalassa Logistics International Ltd. of entering into the Guaranty and related security documents	Cyprus	P&D / C&H	Closing	Pending	Required under Cyprus law to establish corporate benefit for guarantor subsidiaries
12	Legal Opinions	Cyprus-law legal opinion from Pavlopoulos & Drakos Law Firm covering: due organization, corporate power and authority, due authorization, enforceability, no conflict	Cyprus	P&D	Closing	Pending	Opinion to be addressed to Meridian Atlantic as Administrative Agent and the Lenders
13	Process Agent	Appointment of process agent in New York for service of process under the Guaranty	Cyprus / New York	Borrower / C&H	Closing	Pending	Required under the Guaranty Agreement

[sheet: Summary Tracker]

Entity	Full Legal Name	Entity Type	Jurisdiction	Role	Total Items	Completed	In Progress	Pending	% Complete	Key Contact	Local Counsel Responsible
Thalassa Shipping & Logistics SA	Thalassa Shipping & Logistics SA	Société Anonyme	Greece	Borrower	14	0	0	14	0%	Aris Komnenidis (General Counsel)	Pavlopoulos & Drakos Law Firm (Theodoros Pavlopoulos)
Thalassa Dry Bulk Holdings Ltd.	Thalassa Dry Bulk Holdings Ltd.	Private limited company	Cyprus	Guarantor — Dry Bulk Holding Company	13	0	0	13	0%	Aris Komnenidis	Pavlopoulos & Drakos Law Firm (Theodoros Pavlopoulos)
Thalassa Tanker Operations Ltd.	Thalassa Tanker Operations Ltd.	Private limited company	Republic of the marshall Islands	Guarantor — Tanker Operations	12	0	0	12	0%	Aris Komnenidis	Calderwood & Harkness LLP (RMI matters)
Thalassa Logistics International Ltd.	Thalassa Logistics International Ltd.	Private limited company	Cyprus	Guarantor — Logistics & Chartering	13	0	0	13	0%	Aris Komnenidis	Pavlopoulos & Drakos Law Firm (Theodoros Pavlopoulos)
GRAND TOTAL	52	0	0	52	0%

[sheet: Cover]
Field | Value
Document Title | Borrower's Corporate Authorization Checklist
Date | April 20, 2023
Prepared By | Daniel Obi, Associate, Banking & Finance
Reviewed By | Sophie Tremblay, Senior Associate, Banking & Finance
Approved By | Margaret Chen, Partner, Banking & Finance
Matter Number | 1044-00002
Client / Borrower | Thalassa Shipping & Logistics SA
Transaction | $150,000,000 Senior Secured Revolving Credit Facility
Administrative Agent | Meridian Atlantic Bank, National Association
Borrower's Counsel | Calderwood & Harkness LLP
Lender's Counsel | Whitmore, Jennings & Alcott LLP
Greek Local Counsel | Pavlopoulos & Drakos Law Firm
Collateral Agent | Pinnacle Trust & Agency Services Inc.
Purpose | Track all corporate authorizations, constitutional documents, incumbency certificates, and specimen signatures required from the Borrower and each Guarantor as conditions precedent to initial borrowing under the proposed Credit Agreement
Version | 1.0 — Initial Draft
[sheet: TSL — Borrower]
Item No. | Category | Description | Jurisdiction | Responsible Party | Required By | Status | Notes / Comments
1 | Constitutional Documents | Certified copy of Articles of Association (Katastatiko) of Thalassa Shipping & Logistics SA, as currently in effect | Greece | Borrower / P&D | Closing | Pending | To be certified by the secretary or authorized officer; GEMI Registration No. 143209501000
2 | Constitutional Documents | Certificate of Good Standing / Certificate of Registration from the General Commercial Registry (GEMI) | Greece | Borrower / P&D | Closing | Pending | GEMI No. 143209501000; Greek Tax ID (AFM): 094728361
3 | Constitutional Documents | Certificate of Tax Compliance (Forologiki Enimerotita) from Greek tax authorities | Greece | Borrower / P&D | Closing | Pending | AFM: 094728361
4 | Constitutional Documents | Certificate of Social Security Compliance (Asfalistiki Enimerotita) | Greece | Borrower / P&D | Closing | Pending | Required under Greek corporate law for major financial undertakings
5 | Board Resolutions | Board of Directors resolution of TSL authorizing: (a) execution of the Credit Agreement among TSL as Borrower, the Guarantors, Meridian Atlantic Bank N.A. as Administrative Agent, and the Lenders; (b) execution of all related Loan Documents including security documents, mortgages, pledge agreements, assignments of earnings and insurances; (c) borrowings under the facility up to $150,000,000; (d) appointment of authorized signatories | Greece | Borrower / P&D | Closing | Pending | Resolution to specifically reference $150,000,000 facility size and name Meridian Atlantic Bank, National Association as Administrative Agent and Pinnacle Trust & Agency Services Inc. as Collateral Agent
6 | Board Resolutions | Board resolution designating Elena Vassiliou (CEO) and Dimitrios Pantazis (CFO) as authorized signatories for the Credit Agreement and all Loan Documents | Greece | Borrower / P&D | Closing | Pending | Must comply with signing authority provisions of TSL's Articles of Association
7 | Shareholder Resolutions | Shareholder resolution (General Assembly) of TSL, if required under TSL's Articles of Association or Greek corporate law, approving the entry into the Credit Agreement and granting of guarantees and security | Greece | Borrower / P&D | Closing | Pending | P&D to confirm whether shareholder approval is required under TSL's Articles or Greek Société Anonyme law (Law 4548/2018) for the facility size relative to TSL assets
8 | Incumbency Certificate | Certificate of Incumbency identifying current officers and directors of TSL, including: Nikolaos Karadimitriou (Founder & Chairman), Elena Vassiliou (CEO), Dimitrios Pantazis (CFO), Aris Komnenidis (General Counsel) | Greece | Borrower / P&D | Closing | Pending | Must be current as of the closing date
9 | Specimen Signatures | Specimen signature cards for each authorized signatory: Elena Vassiliou and Dimitrios Pantazis | Greece | Borrower | Closing | Pending | To be attached as an exhibit to the Secretary's Certificate
10 | Secretary's Certificate | Secretary's Certificate (or equivalent officer's certificate) of TSL certifying: (a) attached Articles of Association; (b) board resolutions; (c) shareholder resolutions (if applicable); (d) incumbency; (e) specimen signatures — to be delivered to Administrative Agent and Lenders | Greece | Borrower / C&H | Closing | Pending | Draft prepared by C&H dated June 28, 2023; certifies Elena Vassiliou and Dimitrios Pantazis as authorized signatories
11 | Legal Opinions | Greek-law legal opinion from Pavlopoulos & Drakos Law Firm covering: due organization and valid existence, corporate power and authority, due authorization, enforceability, no conflict, no governmental approvals required | Greece | P&D | Closing | Pending | Opinion outline prepared by C&H dated June 30, 2023; opinion to be addressed to Meridian Atlantic as Administrative Agent and the Lenders
12 | Process Agent | Appointment of process agent in New York for service of process under the Credit Agreement (NY governing law) | Greece / New York | Borrower / C&H | Closing | Pending | TSL to designate agent for service in New York; required under Credit Agreement
13 | Power of Attorney | Power of Attorney, if applicable, authorizing any person other than Elena Vassiliou or Dimitrios Pantazis to execute Loan Documents on behalf of TSL | Greece | Borrower / P&D | Closing | Pending | To be confirmed whether any additional signatories will execute documents at closing
14 | GEMI Filing | Confirmation of filing of board resolutions and any shareholder resolutions with the General Commercial Registry (GEMI) | Greece | Borrower / P&D | Post-Closing | Pending | Required under Greek law; filing to be completed promptly after closing
[sheet: Dry Bulk Holdings — Guarantor]
Item No. | Category | Description | Jurisdiction | Responsible Party | Required By | Status | Notes / Comments
1 | Constitutional Documents | Certified copy of Certificate of Incorporation of Thalassa Dry Bulk Holdings Ltd. | Cyprus | Borrower / P&D | Closing | Pending | Private limited company organized under the laws of the Republic of Cyprus
2 | Constitutional Documents | Certified copy of Memorandum and Articles of Association of Thalassa Dry Bulk Holdings Ltd., as currently in effect | Cyprus | Borrower / P&D | Closing | Pending | To be certified by the company secretary
3 | Constitutional Documents | Certificate of Good Standing or equivalent certificate from the Cyprus Registrar of Companies | Cyprus | Borrower / P&D | Closing | Pending | Must be dated no more than 30 days prior to closing
4 | Constitutional Documents | Certificate of Registered Office and Directors from Cyprus Registrar of Companies (Form HE2 and HE4 equivalents) | Cyprus | Borrower / P&D | Closing | Pending | Confirm current registered office address and directors
5 | Constitutional Documents | Certificate of Shareholders from Cyprus Registrar of Companies (Form HE3 equivalent) | Cyprus | Borrower / P&D | Closing | Pending | Confirm current shareholding structure; TSL is 100% shareholder
6 | Board Resolutions | Board of Directors resolution authorizing: (a) execution and delivery of the Guaranty in favor of the Administrative Agent for the benefit of the Lenders; (b) execution of the Share Pledge Agreement pledging 100% of equity interests in vessel-owning subsidiaries; (c) appointment of authorized signatories | Cyprus | Borrower / P&D | Closing | Pending | Resolution must reference the $150,000,000 revolving credit facility and name Meridian Atlantic Bank N.A. as Administrative Agent; role as intermediate holding company for TSL's dry bulk fleet
7 | Shareholder Resolutions | Shareholder written resolution (or minutes of EGM) of Thalassa Dry Bulk Holdings Ltd. approving the guaranty and granting of security, if required under Cyprus Companies Law (Cap. 113) or the company's Articles | Cyprus | Borrower / P&D | Closing | Pending | P&D to advise on corporate benefit and whether shareholder approval is needed under Cyprus law for upstream/cross-stream guarantees
8 | Incumbency Certificate | Certificate of Incumbency listing current directors and secretary of Thalassa Dry Bulk Holdings Ltd. | Cyprus | Borrower / P&D | Closing | Pending | Must be current as of the closing date
9 | Specimen Signatures | Specimen signatures of authorized signatories for Thalassa Dry Bulk Holdings Ltd. | Cyprus | Borrower | Closing | Pending | To be attached as exhibit to Secretary's Certificate
10 | Secretary's Certificate | Secretary's Certificate of Thalassa Dry Bulk Holdings Ltd. certifying constitutional documents, board and shareholder resolutions, incumbency, and specimen signatures | Cyprus | Borrower / C&H | Closing | Pending | Draft to be prepared by C&H
11 | Corporate Benefit Analysis | Memorandum or board minute confirming corporate benefit to Thalassa Dry Bulk Holdings Ltd. of entering into the Guaranty and Share Pledge Agreement | Cyprus | P&D / C&H | Closing | Pending | Required under Cyprus law to establish corporate benefit for guarantor subsidiaries; P&D to provide guidance
12 | Legal Opinions | Cyprus-law legal opinion from Pavlopoulos & Drakos Law Firm covering: due organization, corporate power and authority, due authorization, enforceability, no conflict | Cyprus | P&D | Closing | Pending | Opinion to be addressed to Meridian Atlantic as Administrative Agent and the Lenders
13 | Process Agent | Appointment of process agent in New York for service of process under the Guaranty | Cyprus / New York | Borrower / C&H | Closing | Pending | Required under the Guaranty Agreement
[sheet: Tanker Ops — Guarantor]
Item No. | Category | Description | Jurisdiction | Responsible Party | Required By | Status | Notes / Comments
1 | Constitutional Documents | Certified copy of Articles of Incorporation of Thalassa Tanker Operations Ltd. | Republic of the marshall Islands | Borrower / C&H | Closing | Pending | Private limited company organized under the laws of the Republic of the marshall Islands; certificate from RMI Registrar
2 | Constitutional Documents | Certified copy of Bylaws of Thalassa Tanker Operations Ltd., as currently in effect | Republic of the marshall Islands | Borrower / C&H | Closing | Pending | To be certified by the secretary or authorized officer
3 | Constitutional Documents | Certificate of Good Standing from the Republic of the marshall Islands Registrar of Corporations | Republic of the marshall Islands | Borrower / C&H | Closing | Pending | Must be current; RMI certificates typically issued through the RMI Maritime and Corporate Registries
4 | Board Resolutions | Board of Directors resolution authorizing: (a) execution and delivery of the Guaranty in favor of the Administrative Agent for the benefit of the Lenders; (b) execution of the Share Pledge Agreement pledging 100% of equity interests in vessel-owning subsidiaries held by Tanker Ops; (c) execution of Assignment of Earnings and Assignment of Insurances for applicable Mortgaged Vessels; (d) appointment of authorized signatories | Republic of the marshall Islands | Borrower / C&H | Closing | Pending | Resolution must reference role as operating subsidiary for TSL's tanker fleet; 12 tankers in fleet
5 | Shareholder Resolutions | Shareholder written consent or resolution approving the guaranty and security grants, if required under RMI Business Corporations Act or the company's Articles/Bylaws | Republic of the marshall Islands | Borrower / C&H | Closing | Pending | C&H to confirm RMI requirements for upstream guarantees
6 | Incumbency Certificate | Certificate of Incumbency listing current directors and officers of Thalassa Tanker Operations Ltd. | Republic of the marshall Islands | Borrower / C&H | Closing | Pending | Must be current as of the closing date
7 | Specimen Signatures | Specimen signatures of authorized signatories for Thalassa Tanker Operations Ltd. | Republic of the marshall Islands | Borrower | Closing | Pending | To be attached as exhibit to Officer's Certificate
8 | Secretary's / Officer's Certificate | Officer's Certificate of Thalassa Tanker Operations Ltd. certifying constitutional documents, board and shareholder resolutions, incumbency, and specimen signatures | Republic of the marshall Islands | Borrower / C&H | Closing | Pending | Draft to be prepared by C&H
9 | Corporate Benefit Analysis | Memorandum or board minute confirming corporate benefit to Thalassa Tanker Operations Ltd. of entering into the Guaranty and related security documents | Republic of the marshall Islands | C&H | Closing | Pending | RMI courts generally follow Delaware law precedent on fiduciary duties
10 | Process Agent | Appointment of process agent in New York for service of process under the Guaranty | Republic of the marshall Islands / New York | Borrower / C&H | Closing | Pending | Required under the Guaranty Agreement
11 | RMI Specific Filings | Confirmation of any required filings with the RMI Registrar in connection with the guaranty and security documents | Republic of the marshall Islands | C&H | Closing | Pending | Including any mortgage recordation requirements for RMI-flagged vessels
12 | Legal Opinions | RMI-law legal opinion from Calderwood & Harkness LLP covering: due organization, corporate power and authority, due authorization, enforceability, no conflict | Republic of the marshall Islands | C&H | Closing | Pending | Opinion to be addressed to Meridian Atlantic as Administrative Agent and the Lenders
[sheet: TLI — Guarantor]
Item No. | Category | Description | Jurisdiction | Responsible Party | Required By | Status | Notes / Comments
1 | Constitutional Documents | Certified copy of Certificate of Incorporation of Thalassa Logistics International Ltd. | Cyprus | Borrower / P&D | Closing | Pending | Private limited company organized under the laws of the Republic of Cyprus; integrated logistics and chartering subsidiary
2 | Constitutional Documents | Certified copy of Memorandum and Articles of Association of Thalassa Logistics International Ltd., as currently in effect | Cyprus | Borrower / P&D | Closing | Pending | To be certified by the company secretary
3 | Constitutional Documents | Certificate of Good Standing or equivalent certificate from the Cyprus Registrar of Companies | Cyprus | Borrower / P&D | Closing | Pending | Must be dated no more than 30 days prior to closing
4 | Constitutional Documents | Certificate of Registered Office and Directors from Cyprus Registrar of Companies | Cyprus | Borrower / P&D | Closing | Pending | Confirm current registered office address and directors
5 | Constitutional Documents | Certificate of Shareholders from Cyprus Registrar of Companies (Form HE3 equivalent) | Cyprus | Borrower / P&D | Closing | Pending | Confirm current shareholding structure; TSL is 100% shareholder
6 | Board Resolutions | Board of Directors resolution authorizing: (a) execution and delivery of the Guaranty in favor of the Administrative Agent for the benefit of the Lenders; (b) execution of the Share Pledge Agreement; (c) execution of any Assignment of Earnings or Charter Assignments relating to charters held by TLI; (d) appointment of authorized signatories | Cyprus | Borrower / P&D | Closing | Pending | Must reference the $150,000,000 revolving credit facility; TLI's role as logistics and chartering subsidiary
7 | Shareholder Resolutions | Shareholder written resolution (or minutes of EGM) of Thalassa Logistics International Ltd. approving the guaranty and granting of security, if required under Cyprus Companies Law (Cap. 113) or the company's Articles | Cyprus | Borrower / P&D | Closing | Pending | P&D to confirm corporate benefit analysis and shareholder approval requirements under Cyprus law
8 | Incumbency Certificate | Certificate of Incumbency listing current directors and secretary of Thalassa Logistics International Ltd. | Cyprus | Borrower / P&D | Closing | Pending | Must be current as of the closing date
9 | Specimen Signatures | Specimen signatures of authorized signatories for Thalassa Logistics International Ltd. | Cyprus | Borrower | Closing | Pending | To be attached as exhibit to Secretary's Certificate
10 | Secretary's Certificate | Secretary's Certificate of Thalassa Logistics International Ltd. certifying constitutional documents, board and shareholder resolutions, incumbency, and specimen signatures | Cyprus | Borrower / C&H | Closing | Pending | Draft to be prepared by C&H
11 | Corporate Benefit Analysis | Memorandum or board minute confirming corporate benefit to Thalassa Logistics International Ltd. of entering into the Guaranty and related security documents | Cyprus | P&D / C&H | Closing | Pending | Required under Cyprus law to establish corporate benefit for guarantor subsidiaries
12 | Legal Opinions | Cyprus-law legal opinion from Pavlopoulos & Drakos Law Firm covering: due organization, corporate power and authority, due authorization, enforceability, no conflict | Cyprus | P&D | Closing | Pending | Opinion to be addressed to Meridian Atlantic as Administrative Agent and the Lenders
13 | Process Agent | Appointment of process agent in New York for service of process under the Guaranty | Cyprus / New York | Borrower / C&H | Closing | Pending | Required under the Guaranty Agreement
[sheet: Summary Tracker]
Entity | Full Legal Name | Entity Type | Jurisdiction | Role | Total Items | Completed | In Progress | Pending | % Complete | Key Contact | Local Counsel Responsible
Thalassa Shipping & Logistics SA | Thalassa Shipping & Logistics SA | Société Anonyme | Greece | Borrower | 14 | 0 | 0 | 14 | 0% | Aris Komnenidis (General Counsel) | Pavlopoulos & Drakos Law Firm (Theodoros Pavlopoulos)
Thalassa Dry Bulk Holdings Ltd. | Thalassa Dry Bulk Holdings Ltd. | Private limited company | Cyprus | Guarantor — Dry Bulk Holding Company | 13 | 0 | 0 | 13 | 0% | Aris Komnenidis | Pavlopoulos & Drakos Law Firm (Theodoros Pavlopoulos)
Thalassa Tanker Operations Ltd. | Thalassa Tanker Operations Ltd. | Private limited company | Republic of the marshall Islands | Guarantor — Tanker Operations | 12 | 0 | 0 | 12 | 0% | Aris Komnenidis | Calderwood & Harkness LLP (RMI matters)
Thalassa Logistics International Ltd. | Thalassa Logistics International Ltd. | Private limited company | Cyprus | Guarantor — Logistics & Chartering | 13 | 0 | 0 | 13 | 0% | Aris Komnenidis | Pavlopoulos & Drakos Law Firm (Theodoros Pavlopoulos)
GRAND TOTAL | 52 | 0 | 0 | 52 | 0%

[sheet: Cover]

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