1044-00002 · Client 1044 · Diligence/Corporate

draft-secretary-certificate-tsl.docx DOCUMENT M&A / Corporate

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Contract analysis Extract to table

C&H Matter No. 1044-00002

June 28, 2023

DRAFT — Prepared by Calderwood & Harkness LLP

SECRETARY'S CERTIFICATE

THALASSA SHIPPING & LOGISTICS SA

Delivered pursuant to Section 4.01(f) of the Credit Agreement dated as of July __, 2023

In connection with the proposed $150,000,000 Senior Secured Revolving Credit Facility among Thalassa Shipping & Logistics SA, as Borrower, the Guarantors party thereto, Meridian Atlantic Bank, National Association, as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner, Pinnacle Trust & Agency Services Inc., as Collateral Agent, and the Lenders party thereto

The undersigned, Aris Komnenidis, General Counsel and duly appointed Secretary of Thalassa Shipping & Logistics SA, a société anonyme (Ανώνυμη Εταιρεία) organized and existing under the laws of the Hellenic Republic (the "Company" or "TSL"), with its registered office at 14 Akti Miaouli, Piraeus 185 35, Greece, Greek Tax Identification Number (Αριθμός Φορολογικού Μητρώου or "AFM"): 094728361, and General Commercial Registry (Γενικό Εμπορικό Μητρώο or "GEMI") Registration No.: 143209501000, hereby certifies as follows in connection with:

(i) that certain Credit Agreement dated as of July __, 2023 (the "Credit Agreement"), among (a) the Company, as Borrower, (b) Thalassa Dry Bulk Holdings Ltd., a private limited company organized under the laws of the Republic of Cyprus, Thalassa Tanker Operations Ltd., a private limited company organized under the laws of the Republic of the marshall Islands, and Thalassa Logistics International Ltd., a private limited company organized under the laws of the Republic of Cyprus, each as a Guarantor (collectively, the "Guarantors"), (c) Meridian Atlantic Bank, National Association ("Meridian Atlantic"), as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner, (d) Pinnacle Trust & Agency Services Inc. ("Pinnacle"), as Collateral Agent, and (e) the Lenders party thereto from time to time (collectively with Meridian Atlantic in its capacity as a Lender, the "Lenders"); and

(ii) the related loan documents and security documents executed or to be executed in connection with the Credit Agreement, including, without limitation, the Ship Mortgages, the Share Pledge Agreements, the Assignments of Earnings, the Assignments of Insurances, and all other security agreements, guarantees, pledge agreements, intercreditor agreements, fee letters, and ancillary documents contemplated by or delivered pursuant to the Credit Agreement (together with the Credit Agreement, collectively, the "Loan Documents").

The Credit Agreement provides for a $150,000,000 senior secured revolving credit facility (the "Facility"), with sublimits for letters of credit in an aggregate face amount not to exceed $20,000,000 at any time outstanding and swingline loans in an aggregate principal amount not to exceed $15,000,000 at any time outstanding. The proceeds of the Facility are to be used (a) to refinance in full the existing $125,000,000 revolving credit facility with Harborstone National Bank, National Association, pursuant to that certain Credit Agreement dated as of November 15, 2018, among the Company, Harborstone National Bank, National Association, as administrative agent, and the lenders party thereto (as amended by the First Amendment thereto dated as of June 30, 2020 and the Second Amendment thereto dated as of March 1, 2022, the "Existing Credit Agreement"), and (b) to provide $25,000,000 of incremental liquidity for general corporate purposes and working capital requirements of the Company and its subsidiaries.

Capitalized terms used but not otherwise defined in this Secretary's Certificate shall have the meanings ascribed to such terms in the Credit Agreement.

This Secretary's Certificate is delivered to the Administrative Agent and the Lenders pursuant to Section 4.01(f) of the Credit Agreement as a condition precedent to the effectiveness of the Credit Agreement and the initial extensions of credit thereunder.

SECTION 1. ORGANIZATIONAL DOCUMENTS

1.1 Articles of Association.

I hereby certify that attached hereto as Exhibit A is a true, correct, and complete copy of the Articles of Association (Καταστατικό) of Thalassa Shipping & Logistics SA, as currently in full force and effect as of the date hereof, including all amendments thereto adopted through the date hereof. The Articles of Association attached as Exhibit A reflect all amendments that have been duly adopted by the shareholders and/or the Board of Directors of the Company in accordance with applicable Greek law and the Company's organizational documents. The Articles of Association have not been further amended, modified, supplemented, restated, or otherwise changed since the date of the most recent amendment reflected in the copy attached as Exhibit A, and no proceedings for any such amendment, modification, supplement, restatement, or other change are currently pending or contemplated. The Articles of Association, as so amended, were duly filed with the General Commercial Registry (GEMI) under Registration No. 143209501000, in compliance with all applicable filing and publication requirements under Greek Law 4548/2018 and any predecessor statutes.

1.2 Certificate of Good Standing / Registration Extract.

I hereby certify that attached hereto as Exhibit B is a true, correct, and complete copy of a recent extract from the General Commercial Registry (GEMI) of the Hellenic Republic, confirming the valid existence and registration of the Company under the laws of the Hellenic Republic as of a recent date. Such extract confirms, among other things, (a) the legal name of the Company as "Thalassa Shipping & Logistics SA" (ΘΑΛΑΣΣΑ ΝΑΥΤΙΛΙΑΚΗ & ΕΦΟΔΙΑΣΤΙΚΗ ΑΕ), (b) the Company's GEMI Registration No. 143209501000, (c) the Company's Greek Tax Identification Number (AFM): 094728361, (d) the Company's registered office address, (e) the Company's corporate purpose, and (f) the identity of the current members of the Board of Directors and authorized representatives of the Company. The Company is validly existing and in good standing (to the extent such concept is recognized) under the laws of the Hellenic Republic and has not been struck off, dissolved, or removed from the GEMI registry.

SECTION 2. BOARD AND SHAREHOLDER RESOLUTIONS

2.1 Board of Directors Resolutions.

I hereby certify that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Board Resolutions") duly adopted by the Board of Directors (Διοικητικό Συμβούλιο) of the Company at a meeting duly called and held on June , 2023, at the Company's registered office at 14 Akti Miaouli, Piraeus 185 35, Greece, at which a quorum of directors was present and acting throughout the entirety of such meeting in accordance with the requirements of the Articles of Association and applicable provisions of Greek Law 4548/2018 (or, alternatively, by unanimous written consent of all directors of the Company dated June , 2023, in lieu of a meeting, in accordance with the Articles of Association and applicable Greek law). Proper notice of such meeting was duly given to all directors in accordance with the Articles of Association, or such notice was duly waived by all directors entitled to receive such notice. The Board Resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof, and no action has been taken or is contemplated by the Board of Directors or the shareholders of the Company that would be inconsistent with or contrary to such Board Resolutions.

2.2 Scope of Authorizing Resolutions.

Without limiting the generality of the foregoing, I hereby certify that the Board Resolutions authorize the Company to:

(a) enter into, execute, deliver, and perform the Credit Agreement and all related Loan Documents to which the Company is or will be a party, including, without limitation, the Ship Mortgages on each of the eighteen (18) designated Mortgaged Vessels identified in Schedule I to the Credit Agreement, the Share Pledge Agreements with respect to the equity interests in each vessel-owning subsidiary, the Assignments of Earnings, and the Assignments of Insurances;

(b) borrow amounts under the Credit Agreement up to an aggregate principal amount not to exceed $150,000,000 at any time outstanding, and to request the issuance of letters of credit and swingline loans in accordance with the terms and conditions of the Credit Agreement;

(c) grant first-priority ship mortgages and other security interests in favor of the Collateral Agent, for the benefit of the Secured Parties, in and to the Collateral as defined in and contemplated by the Loan Documents, including, without limitation, first-priority mortgages on each of the Mortgaged Vessels, pledges of the equity interests in each vessel-owning subsidiary, and assignments of earnings, insurances, and requisition compensation relating to each Mortgaged Vessel;

(d) guarantee the obligations of any subsidiary Guarantor under the Loan Documents and consent to the pledge by the Company or any of its subsidiaries of the equity interests in each vessel-owning subsidiary to the Collateral Agent for the benefit of the Secured Parties;

(e) appoint Elena Vassiliou, in her capacity as Chief Executive Officer of the Company, and Dimitrios Pantazis, in his capacity as Chief Financial Officer of the Company, as authorized signatories with full power and authority to execute and deliver, on behalf of and in the name of the Company, the Credit Agreement and each of the Loan Documents to which the Company is or will be a party, and any and all amendments, supplements, modifications, waivers, consents, and other instruments and documents related thereto;

(f) authorize any such authorized signatory, acting individually, to execute, deliver, and file on behalf of the Company any and all certificates, officer's certificates, compliance certificates, notices, borrowing requests, interest election requests, letter of credit applications, and other documents, instruments, and communications required, permitted, or contemplated under or in connection with the Credit Agreement and the other Loan Documents; and

(g) take, or cause to be taken, all such other and further actions and to execute and deliver all such other and further documents, instruments, certificates, and agreements as any such authorized signatory may deem necessary, appropriate, or advisable in order to carry out the intent and accomplish the purposes of the foregoing resolutions and to consummate the transactions contemplated by the Credit Agreement and the Loan Documents.

2.3 Shareholder Resolutions.

I hereby certify that attached hereto as Exhibit D is a certificate confirming that no approval, consent, or authorization of the shareholders of the Company is required under the Articles of Association, Greek Law 4548/2018, or any other applicable law, regulation, or rule for the Company to enter into, execute, deliver, and perform the Credit Agreement and the other Loan Documents, to borrow up to $150,000,000 under the Credit Agreement, or to grant the security interests and mortgages contemplated by the Loan Documents. To the extent any shareholder approval were required under applicable law or the Articles of Association (including, without limitation, under Article 99 or Article 100 of Greek Law 4548/2018 relating to transactions requiring special shareholder authorization), such approval was duly obtained by resolutions of the shareholders of the Company attached as part of Exhibit D. For the avoidance of doubt, Mr. Nikolaos Karadimitriou, in his capacity as Founder and Chairman of the Board of Directors and principal shareholder of the Company, has been informed of and is supportive of the transactions contemplated by the Credit Agreement and the Loan Documents.

SECTION 3. INCUMBENCY CERTIFICATE

3.1 Officers and Directors.

I hereby certify that, as of the date hereof, the following persons are the duly elected or appointed officers and/or directors of the Company, holding the respective offices and positions set forth opposite their respective names below, that each such person has been duly elected or appointed to such office or position in accordance with the Articles of Association and applicable Greek law, and that each such person continues to hold such office or position as of the date hereof:

3.2 Authorized Signatories.

I hereby further certify that the following persons have been duly authorized by the Board of Directors of the Company, pursuant to the Board Resolutions attached hereto as Exhibit C, to execute, deliver, and perform, on behalf of and in the name of the Company, the Credit Agreement and each of the other Loan Documents to which the Company is or will be a party, and that the signatures appearing opposite their respective names below are the true and genuine signatures of such persons:

I hereby further certify that any one of the above-named authorized signatories, acting alone and without the joinder or consent of any other person, is fully authorized to execute and deliver, on behalf of and in the name of the Company, any Loan Document and any certificate, notice, borrowing request, or other document or instrument required, permitted, or contemplated under the Credit Agreement and the other Loan Documents. No joint signature or countersignature of any other officer, director, or authorized representative of the Company is required for the valid execution and delivery of any such document or instrument on behalf of the Company by any one of the above-named authorized signatories.

SECTION 4. SPECIMEN SIGNATURES

I hereby certify that attached hereto as Exhibit E are specimen signature pages for each of the authorized signatories identified in Section 3.2 above, namely:

(i) Elena Vassiliou, Chief Executive Officer; and

(ii) Dimitrios Pantazis, Chief Financial Officer.

Each such specimen signature page includes the authorized signatory's printed name, title, and original (or, as applicable, facsimile) signature. The Administrative Agent, the Collateral Agent, and each of the Lenders are entitled to conclusively rely on the specimen signatures set forth in Exhibit E, and on the incumbency and authority certifications set forth in Section 3 above, in connection with any document, instrument, certificate, notice, borrowing request, or other communication purporting to be executed or delivered by any such authorized signatory on behalf of the Company, unless and until the Administrative Agent shall have received written notice from the Company, signed by a duly authorized officer of the Company, that any such authorized signatory's authority has been revoked, terminated, or modified, or that any change in the incumbency of such authorized signatory has occurred. Any such written notice shall not be effective until actually received by the Administrative Agent.

SECTION 5. ADDITIONAL CERTIFICATIONS

5.1 No Dissolution or Liquidation.

I hereby certify that no proceedings for the dissolution, liquidation, winding up, insolvency, bankruptcy, administration, reorganization, or receivership of the Company have been commenced, are pending, or, to my knowledge after due inquiry, are threatened or contemplated, whether under Greek Law 4738/2020 (Ρύθμιση Οφειλών και Παροχή Δεύτερης Ευκαιρίας), Greek Law 4548/2018, the Greek Bankruptcy Code, or any other applicable law, regulation, or rule of the Hellenic Republic or any other jurisdiction. No petition, application, or order for the appointment of a liquidator, receiver, administrator, trustee, or similar official of the Company or with respect to all or any material part of its assets has been filed, made, or entered, and no such filing, application, or order is contemplated or, to my knowledge after due inquiry, threatened.

5.2 No Conflict.

I hereby certify that the execution, delivery, and performance by the Company of the Credit Agreement and each of the other Loan Documents to which it is or will be a party, and the consummation of the transactions contemplated thereby, including, without limitation, the borrowing of up to $150,000,000 under the Facility and the granting of first-priority ship mortgages and other security interests in the Collateral, do not and will not (a) conflict with, result in a breach or violation of, or constitute a default under, the Articles of Association or any resolution of the Board of Directors or the shareholders of the Company, (b) conflict with, result in a breach or violation of, or constitute a default under, any term or provision of any material agreement, indenture, mortgage, deed of trust, or other instrument to which the Company is a party or by which the Company or any of its properties or assets is bound, in each case, of which I am aware after due inquiry, or (c) violate any provision of the Articles of Association, the Board Resolutions, or any other corporate authorization of the Company.

5.3 No Amendment to Organizational Documents.

I hereby certify that since the date of the most recent amendment to the Articles of Association attached hereto as Exhibit A, no further amendments, modifications, supplements, or restatements of the Articles of Association have been adopted, approved, or proposed by the Board of Directors or the shareholders of the Company, and no such amendments, modifications, supplements, or restatements are currently pending or, to my knowledge after due inquiry, contemplated. The Articles of Association attached hereto as Exhibit A represent the Articles of Association of the Company as currently in full force and effect.

5.4 Governing Law of the Credit Agreement.

I hereby acknowledge and confirm, on behalf of the Company, that the Credit Agreement is governed by, and is to be construed in accordance with, the laws of the State of New York, United States of America, and that the Company has submitted to the non-exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, the City of New York, and the United States District Court for the Southern District of New York, as provided in the Credit Agreement.

SECTION 6. RELIANCE

This Secretary's Certificate is delivered for the benefit of, and may be conclusively relied upon by, each of the following parties:

(a) Meridian Atlantic Bank, National Association, in its capacities as Administrative Agent, Sole Lead Arranger, Sole Bookrunner, and a Lender under the Credit Agreement;

(b) Pinnacle Trust & Agency Services Inc., in its capacity as Collateral Agent under the Credit Agreement and the other Loan Documents;

(c) each of the Lenders party to the Credit Agreement from time to time, including, as of the date hereof, Nordkapp Maritime Finance AG, Clearwater Commercial Lending LLC, Eastbourne Capital Partners LLP, and Meridian Atlantic Bank, National Association in its capacity as a Lender (collectively, the "Lenders");

(d) Whitmore, Jennings & Alcott LLP, in its capacity as New York counsel to the Administrative Agent, the Collateral Agent, and the Lenders, in connection with the delivery of its legal opinion pursuant to Section 4.01(e) of the Credit Agreement; and

(e) each of their respective successors and permitted assigns under the Credit Agreement and the other Loan Documents.

In addition, Pavlopoulos & Drakos Law Firm, 27 Vasileos Konstantinou Avenue, Athens 116 35, Greece, in its capacity as Greek local counsel to the Borrower, and Calderwood & Harkness LLP, 425 Park Avenue, New York, New York 10022, in its capacity as New York counsel to the Borrower, may each rely on this Secretary's Certificate in rendering their respective legal opinions delivered pursuant to Section 4.01(d) of the Credit Agreement, to the same extent as if such firms were expressly named as addressees hereof.

This Secretary's Certificate and the certifications, representations, and confirmations contained herein are made as of the date hereof and shall be deemed to be remade on the Closing Date (as defined in the Credit Agreement).

[Remainder of page intentionally left blank — signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of July __, 2023.

THALASSA SHIPPING & LOGISTICS SA

By: ________

Name: Aris Komnenidis

Title: General Counsel & Secretary

COUNTER-CERTIFICATION. The undersigned, Elena Vassiliou, Chief Executive Officer of Thalassa Shipping & Logistics SA, hereby confirms that Aris Komnenidis is the duly appointed General Counsel and Secretary of the Company, that he holds such office as of the date hereof, that he is duly authorized to execute and deliver the foregoing Secretary's Certificate on behalf of the Company, and that the signature appearing above is his true and genuine signature.

THALASSA SHIPPING & LOGISTICS SA

By: ________

Name: Elena Vassiliou

Title: Chief Executive Officer

Date: July __, 2023

LIST OF EXHIBITS

Exhibit A — [To be attached upon execution]

Exhibit B — [To be attached upon execution]

Exhibit C — [To be attached upon execution]

Exhibit D — [To be attached upon execution]

Exhibit E — [To be attached upon execution]

NOTICE REGARDING DRAFT STATUS

This Secretary's Certificate is a draft prepared by Calderwood & Harkness LLP (C&H Matter No. 1044-00002) dated June 28, 2023, and was circulated for discussion purposes only among counsel to the Borrower, counsel to the Administrative Agent, and representatives of Meridian Atlantic Bank, N.A. in connection with the proposed $150,000,000 Senior Secured Revolving Credit Facility. This draft was never finalized, executed, or delivered. Meridian Atlantic Bank, N.A. withdrew from the proposed facility on July 18–19, 2023, and the transactions contemplated by the Credit Agreement were not consummated. This document does not constitute a binding obligation of any party and should not be relied upon for any purpose.

Prepared by:

Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022 United States of America

8 Vasilissis Sofias Avenue Athens 106 74 Greece

Contact: Sophie Tremblay, Senior Associate (stremblay@calderwoodharkness.com) Daniel Obi, Associate (dobi@calderwoodharkness.com)

Name	Title / Office
Nikolaos Karadimitriou	Founder & Chairman of the Board of Directors
Elena Vassiliou	Chief Executive Officer (Διευθύνουσα Σύμβουλος)
Dimitrios Pantazis	Chief Financial Officer
Aris Komnenidis	General Counsel & Secretary
Name	Title	Signature
Elena Vassiliou	Chief Executive Officer	_____
Dimitrios Pantazis	Chief Financial Officer	_____
Exhibit	Description
Exhibit A	Articles of Association (Καταστατικό) of Thalassa Shipping & Logistics SA, as amended through the date hereof
Exhibit B	GEMI Registration Extract (Γενικό Εμπορικό Μητρώο) confirming valid existence and registration
Exhibit C	Resolutions of the Board of Directors (Διοικητικό Συμβούλιο) of Thalassa Shipping & Logistics SA authorizing the Credit Agreement and the Loan Documents
Exhibit D	Shareholder Resolutions, if applicable, or Certificate of Non-Requirement of Shareholder Approval
Exhibit E	Specimen Signature Pages of Authorized Signatories (Elena Vassiliou, CEO; Dimitrios Pantazis, CFO)

C&H Matter No. 1044-00002
June 28, 2023
DRAFT — Prepared by Calderwood & Harkness LLP
SECRETARY'S CERTIFICATE
OF
THALASSA SHIPPING & LOGISTICS SA
Delivered pursuant to Section 4.01(f) of the Credit Agreement dated as of July __, 2023
In connection with the proposed $150,000,000 Senior Secured Revolving Credit Facility among Thalassa Shipping & Logistics SA, as Borrower, the Guarantors party thereto, Meridian Atlantic Bank, National Association, as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner, Pinnacle Trust & Agency Services Inc., as Collateral Agent, and the Lenders party thereto
The undersigned, Aris Komnenidis, General Counsel and duly appointed Secretary of Thalassa Shipping & Logistics SA, a société anonyme (Ανώνυμη Εταιρεία) organized and existing under the laws of the Hellenic Republic (the "Company" or "TSL"), with its registered office at 14 Akti Miaouli, Piraeus 185 35, Greece, Greek Tax Identification Number (Αριθμός Φορολογικού Μητρώου or "AFM"): 094728361, and General Commercial Registry (Γενικό Εμπορικό Μητρώο or "GEMI") Registration No.: 143209501000, hereby certifies as follows in connection with:
(i) that certain Credit Agreement dated as of July __, 2023 (the "Credit Agreement"), among (a) the Company, as Borrower, (b) Thalassa Dry Bulk Holdings Ltd., a private limited company organized under the laws of the Republic of Cyprus, Thalassa Tanker Operations Ltd., a private limited company organized under the laws of the Republic of the marshall Islands, and Thalassa Logistics International Ltd., a private limited company organized under the laws of the Republic of Cyprus, each as a Guarantor (collectively, the "Guarantors"), (c) Meridian Atlantic Bank, National Association ("Meridian Atlantic"), as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner, (d) Pinnacle Trust & Agency Services Inc. ("Pinnacle"), as Collateral Agent, and (e) the Lenders party thereto from time to time (collectively with Meridian Atlantic in its capacity as a Lender, the "Lenders"); and
(ii) the related loan documents and security documents executed or to be executed in connection with the Credit Agreement, including, without limitation, the Ship Mortgages, the Share Pledge Agreements, the Assignments of Earnings, the Assignments of Insurances, and all other security agreements, guarantees, pledge agreements, intercreditor agreements, fee letters, and ancillary documents contemplated by or delivered pursuant to the Credit Agreement (together with the Credit Agreement, collectively, the "Loan Documents").
The Credit Agreement provides for a $150,000,000 senior secured revolving credit facility (the "Facility"), with sublimits for letters of credit in an aggregate face amount not to exceed $20,000,000 at any time outstanding and swingline loans in an aggregate principal amount not to exceed $15,000,000 at any time outstanding. The proceeds of the Facility are to be used (a) to refinance in full the existing $125,000,000 revolving credit facility with Harborstone National Bank, National Association, pursuant to that certain Credit Agreement dated as of November 15, 2018, among the Company, Harborstone National Bank, National Association, as administrative agent, and the lenders party thereto (as amended by the First Amendment thereto dated as of June 30, 2020 and the Second Amendment thereto dated as of March 1, 2022, the "Existing Credit Agreement"), and (b) to provide $25,000,000 of incremental liquidity for general corporate purposes and working capital requirements of the Company and its subsidiaries.
Capitalized terms used but not otherwise defined in this Secretary's Certificate shall have the meanings ascribed to such terms in the Credit Agreement.
This Secretary's Certificate is delivered to the Administrative Agent and the Lenders pursuant to Section 4.01(f) of the Credit Agreement as a condition precedent to the effectiveness of the Credit Agreement and the initial extensions of credit thereunder.
SECTION 1. ORGANIZATIONAL DOCUMENTS
1.1 Articles of Association.
I hereby certify that attached hereto as Exhibit A is a true, correct, and complete copy of the Articles of Association (Καταστατικό) of Thalassa Shipping & Logistics SA, as currently in full force and effect as of the date hereof, including all amendments thereto adopted through the date hereof. The Articles of Association attached as Exhibit A reflect all amendments that have been duly adopted by the shareholders and/or the Board of Directors of the Company in accordance with applicable Greek law and the Company's organizational documents. The Articles of Association have not been further amended, modified, supplemented, restated, or otherwise changed since the date of the most recent amendment reflected in the copy attached as Exhibit A, and no proceedings for any such amendment, modification, supplement, restatement, or other change are currently pending or contemplated. The Articles of Association, as so amended, were duly filed with the General Commercial Registry (GEMI) under Registration No. 143209501000, in compliance with all applicable filing and publication requirements under Greek Law 4548/2018 and any predecessor statutes.
1.2 Certificate of Good Standing / Registration Extract.
I hereby certify that attached hereto as Exhibit B is a true, correct, and complete copy of a recent extract from the General Commercial Registry (GEMI) of the Hellenic Republic, confirming the valid existence and registration of the Company under the laws of the Hellenic Republic as of a recent date. Such extract confirms, among other things, (a) the legal name of the Company as "Thalassa Shipping & Logistics SA" (ΘΑΛΑΣΣΑ ΝΑΥΤΙΛΙΑΚΗ & ΕΦΟΔΙΑΣΤΙΚΗ ΑΕ), (b) the Company's GEMI Registration No. 143209501000, (c) the Company's Greek Tax Identification Number (AFM): 094728361, (d) the Company's registered office address, (e) the Company's corporate purpose, and (f) the identity of the current members of the Board of Directors and authorized representatives of the Company. The Company is validly existing and in good standing (to the extent such concept is recognized) under the laws of the Hellenic Republic and has not been struck off, dissolved, or removed from the GEMI registry.
SECTION 2. BOARD AND SHAREHOLDER RESOLUTIONS
2.1 Board of Directors Resolutions.
I hereby certify that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Board Resolutions") duly adopted by the Board of Directors (Διοικητικό Συμβούλιο) of the Company at a meeting duly called and held on June , 2023, at the Company's registered office at 14 Akti Miaouli, Piraeus 185 35, Greece, at which a quorum of directors was present and acting throughout the entirety of such meeting in accordance with the requirements of the Articles of Association and applicable provisions of Greek Law 4548/2018 (or, alternatively, by unanimous written consent of all directors of the Company dated June , 2023, in lieu of a meeting, in accordance with the Articles of Association and applicable Greek law). Proper notice of such meeting was duly given to all directors in accordance with the Articles of Association, or such notice was duly waived by all directors entitled to receive such notice. The Board Resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof, and no action has been taken or is contemplated by the Board of Directors or the shareholders of the Company that would be inconsistent with or contrary to such Board Resolutions.
2.2 Scope of Authorizing Resolutions.
Without limiting the generality of the foregoing, I hereby certify that the Board Resolutions authorize the Company to:
(a) enter into, execute, deliver, and perform the Credit Agreement and all related Loan Documents to which the Company is or will be a party, including, without limitation, the Ship Mortgages on each of the eighteen (18) designated Mortgaged Vessels identified in Schedule I to the Credit Agreement, the Share Pledge Agreements with respect to the equity interests in each vessel-owning subsidiary, the Assignments of Earnings, and the Assignments of Insurances;
(b) borrow amounts under the Credit Agreement up to an aggregate principal amount not to exceed $150,000,000 at any time outstanding, and to request the issuance of letters of credit and swingline loans in accordance with the terms and conditions of the Credit Agreement;
(c) grant first-priority ship mortgages and other security interests in favor of the Collateral Agent, for the benefit of the Secured Parties, in and to the Collateral as defined in and contemplated by the Loan Documents, including, without limitation, first-priority mortgages on each of the Mortgaged Vessels, pledges of the equity interests in each vessel-owning subsidiary, and assignments of earnings, insurances, and requisition compensation relating to each Mortgaged Vessel;
(d) guarantee the obligations of any subsidiary Guarantor under the Loan Documents and consent to the pledge by the Company or any of its subsidiaries of the equity interests in each vessel-owning subsidiary to the Collateral Agent for the benefit of the Secured Parties;
(e) appoint Elena Vassiliou, in her capacity as Chief Executive Officer of the Company, and Dimitrios Pantazis, in his capacity as Chief Financial Officer of the Company, as authorized signatories with full power and authority to execute and deliver, on behalf of and in the name of the Company, the Credit Agreement and each of the Loan Documents to which the Company is or will be a party, and any and all amendments, supplements, modifications, waivers, consents, and other instruments and documents related thereto;
(f) authorize any such authorized signatory, acting individually, to execute, deliver, and file on behalf of the Company any and all certificates, officer's certificates, compliance certificates, notices, borrowing requests, interest election requests, letter of credit applications, and other documents, instruments, and communications required, permitted, or contemplated under or in connection with the Credit Agreement and the other Loan Documents; and
(g) take, or cause to be taken, all such other and further actions and to execute and deliver all such other and further documents, instruments, certificates, and agreements as any such authorized signatory may deem necessary, appropriate, or advisable in order to carry out the intent and accomplish the purposes of the foregoing resolutions and to consummate the transactions contemplated by the Credit Agreement and the Loan Documents.
2.3 Shareholder Resolutions.
I hereby certify that attached hereto as Exhibit D is a certificate confirming that no approval, consent, or authorization of the shareholders of the Company is required under the Articles of Association, Greek Law 4548/2018, or any other applicable law, regulation, or rule for the Company to enter into, execute, deliver, and perform the Credit Agreement and the other Loan Documents, to borrow up to $150,000,000 under the Credit Agreement, or to grant the security interests and mortgages contemplated by the Loan Documents. To the extent any shareholder approval were required under applicable law or the Articles of Association (including, without limitation, under Article 99 or Article 100 of Greek Law 4548/2018 relating to transactions requiring special shareholder authorization), such approval was duly obtained by resolutions of the shareholders of the Company attached as part of Exhibit D. For the avoidance of doubt, Mr. Nikolaos Karadimitriou, in his capacity as Founder and Chairman of the Board of Directors and principal shareholder of the Company, has been informed of and is supportive of the transactions contemplated by the Credit Agreement and the Loan Documents.
SECTION 3. INCUMBENCY CERTIFICATE
3.1 Officers and Directors.
I hereby certify that, as of the date hereof, the following persons are the duly elected or appointed officers and/or directors of the Company, holding the respective offices and positions set forth opposite their respective names below, that each such person has been duly elected or appointed to such office or position in accordance with the Articles of Association and applicable Greek law, and that each such person continues to hold such office or position as of the date hereof:
3.2 Authorized Signatories.
I hereby further certify that the following persons have been duly authorized by the Board of Directors of the Company, pursuant to the Board Resolutions attached hereto as Exhibit C, to execute, deliver, and perform, on behalf of and in the name of the Company, the Credit Agreement and each of the other Loan Documents to which the Company is or will be a party, and that the signatures appearing opposite their respective names below are the true and genuine signatures of such persons:
I hereby further certify that any one of the above-named authorized signatories, acting alone and without the joinder or consent of any other person, is fully authorized to execute and deliver, on behalf of and in the name of the Company, any Loan Document and any certificate, notice, borrowing request, or other document or instrument required, permitted, or contemplated under the Credit Agreement and the other Loan Documents. No joint signature or countersignature of any other officer, director, or authorized representative of the Company is required for the valid execution and delivery of any such document or instrument on behalf of the Company by any one of the above-named authorized signatories.
SECTION 4. SPECIMEN SIGNATURES
I hereby certify that attached hereto as Exhibit E are specimen signature pages for each of the authorized signatories identified in Section 3.2 above, namely:
(i) Elena Vassiliou, Chief Executive Officer; and
(ii) Dimitrios Pantazis, Chief Financial Officer.
Each such specimen signature page includes the authorized signatory's printed name, title, and original (or, as applicable, facsimile) signature. The Administrative Agent, the Collateral Agent, and each of the Lenders are entitled to conclusively rely on the specimen signatures set forth in Exhibit E, and on the incumbency and authority certifications set forth in Section 3 above, in connection with any document, instrument, certificate, notice, borrowing request, or other communication purporting to be executed or delivered by any such authorized signatory on behalf of the Company, unless and until the Administrative Agent shall have received written notice from the Company, signed by a duly authorized officer of the Company, that any such authorized signatory's authority has been revoked, terminated, or modified, or that any change in the incumbency of such authorized signatory has occurred. Any such written notice shall not be effective until actually received by the Administrative Agent.
SECTION 5. ADDITIONAL CERTIFICATIONS
5.1 No Dissolution or Liquidation.
I hereby certify that no proceedings for the dissolution, liquidation, winding up, insolvency, bankruptcy, administration, reorganization, or receivership of the Company have been commenced, are pending, or, to my knowledge after due inquiry, are threatened or contemplated, whether under Greek Law 4738/2020 (Ρύθμιση Οφειλών και Παροχή Δεύτερης Ευκαιρίας), Greek Law 4548/2018, the Greek Bankruptcy Code, or any other applicable law, regulation, or rule of the Hellenic Republic or any other jurisdiction. No petition, application, or order for the appointment of a liquidator, receiver, administrator, trustee, or similar official of the Company or with respect to all or any material part of its assets has been filed, made, or entered, and no such filing, application, or order is contemplated or, to my knowledge after due inquiry, threatened.
5.2 No Conflict.
I hereby certify that the execution, delivery, and performance by the Company of the Credit Agreement and each of the other Loan Documents to which it is or will be a party, and the consummation of the transactions contemplated thereby, including, without limitation, the borrowing of up to $150,000,000 under the Facility and the granting of first-priority ship mortgages and other security interests in the Collateral, do not and will not (a) conflict with, result in a breach or violation of, or constitute a default under, the Articles of Association or any resolution of the Board of Directors or the shareholders of the Company, (b) conflict with, result in a breach or violation of, or constitute a default under, any term or provision of any material agreement, indenture, mortgage, deed of trust, or other instrument to which the Company is a party or by which the Company or any of its properties or assets is bound, in each case, of which I am aware after due inquiry, or (c) violate any provision of the Articles of Association, the Board Resolutions, or any other corporate authorization of the Company.
5.3 No Amendment to Organizational Documents.
I hereby certify that since the date of the most recent amendment to the Articles of Association attached hereto as Exhibit A, no further amendments, modifications, supplements, or restatements of the Articles of Association have been adopted, approved, or proposed by the Board of Directors or the shareholders of the Company, and no such amendments, modifications, supplements, or restatements are currently pending or, to my knowledge after due inquiry, contemplated. The Articles of Association attached hereto as Exhibit A represent the Articles of Association of the Company as currently in full force and effect.
5.4 Governing Law of the Credit Agreement.
I hereby acknowledge and confirm, on behalf of the Company, that the Credit Agreement is governed by, and is to be construed in accordance with, the laws of the State of New York, United States of America, and that the Company has submitted to the non-exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, the City of New York, and the United States District Court for the Southern District of New York, as provided in the Credit Agreement.
SECTION 6. RELIANCE
This Secretary's Certificate is delivered for the benefit of, and may be conclusively relied upon by, each of the following parties:
(a) Meridian Atlantic Bank, National Association, in its capacities as Administrative Agent, Sole Lead Arranger, Sole Bookrunner, and a Lender under the Credit Agreement;
(b) Pinnacle Trust & Agency Services Inc., in its capacity as Collateral Agent under the Credit Agreement and the other Loan Documents;
(c) each of the Lenders party to the Credit Agreement from time to time, including, as of the date hereof, Nordkapp Maritime Finance AG, Clearwater Commercial Lending LLC, Eastbourne Capital Partners LLP, and Meridian Atlantic Bank, National Association in its capacity as a Lender (collectively, the "Lenders");
(d) Whitmore, Jennings & Alcott LLP, in its capacity as New York counsel to the Administrative Agent, the Collateral Agent, and the Lenders, in connection with the delivery of its legal opinion pursuant to Section 4.01(e) of the Credit Agreement; and
(e) each of their respective successors and permitted assigns under the Credit Agreement and the other Loan Documents.
In addition, Pavlopoulos & Drakos Law Firm, 27 Vasileos Konstantinou Avenue, Athens 116 35, Greece, in its capacity as Greek local counsel to the Borrower, and Calderwood & Harkness LLP, 425 Park Avenue, New York, New York 10022, in its capacity as New York counsel to the Borrower, may each rely on this Secretary's Certificate in rendering their respective legal opinions delivered pursuant to Section 4.01(d) of the Credit Agreement, to the same extent as if such firms were expressly named as addressees hereof.
This Secretary's Certificate and the certifications, representations, and confirmations contained herein are made as of the date hereof and shall be deemed to be remade on the Closing Date (as defined in the Credit Agreement).
[Remainder of page intentionally left blank — signature page follows]
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of July __, 2023.
THALASSA SHIPPING & LOGISTICS SA
By: ________
Name: Aris Komnenidis
Title: General Counsel & Secretary
COUNTER-CERTIFICATION.  The undersigned, Elena Vassiliou, Chief Executive Officer of Thalassa Shipping & Logistics SA, hereby confirms that Aris Komnenidis is the duly appointed General Counsel and Secretary of the Company, that he holds such office as of the date hereof, that he is duly authorized to execute and deliver the foregoing Secretary's Certificate on behalf of the Company, and that the signature appearing above is his true and genuine signature.
THALASSA SHIPPING & LOGISTICS SA
By: ________
Name: Elena Vassiliou
Title: Chief Executive Officer
Date: July __, 2023
LIST OF EXHIBITS
Exhibit A — [To be attached upon execution]
Exhibit B — [To be attached upon execution]
Exhibit C — [To be attached upon execution]
Exhibit D — [To be attached upon execution]
Exhibit E — [To be attached upon execution]
NOTICE REGARDING DRAFT STATUS
This Secretary's Certificate is a draft prepared by Calderwood & Harkness LLP (C&H Matter No. 1044-00002) dated June 28, 2023, and was circulated for discussion purposes only among counsel to the Borrower, counsel to the Administrative Agent, and representatives of Meridian Atlantic Bank, N.A. in connection with the proposed $150,000,000 Senior Secured Revolving Credit Facility. This draft was never finalized, executed, or delivered. Meridian Atlantic Bank, N.A. withdrew from the proposed facility on July 18–19, 2023, and the transactions contemplated by the Credit Agreement were not consummated. This document does not constitute a binding obligation of any party and should not be relied upon for any purpose.
Prepared by:
Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022 United States of America
8 Vasilissis Sofias Avenue Athens 106 74 Greece
Contact: Sophie Tremblay, Senior Associate (stremblay@calderwoodharkness.com) Daniel Obi, Associate (dobi@calderwoodharkness.com)
Name | Title / Office
Nikolaos Karadimitriou | Founder & Chairman of the Board of Directors
Elena Vassiliou | Chief Executive Officer (Διευθύνουσα Σύμβουλος)
Dimitrios Pantazis | Chief Financial Officer
Aris Komnenidis | General Counsel & Secretary
Name | Title | Signature
Elena Vassiliou | Chief Executive Officer | _____
Dimitrios Pantazis | Chief Financial Officer | _____
Exhibit | Description
Exhibit A | Articles of Association (Καταστατικό) of Thalassa Shipping & Logistics SA, as amended through the date hereof
Exhibit B | GEMI Registration Extract (Γενικό Εμπορικό Μητρώο) confirming valid existence and registration
Exhibit C | Resolutions of the Board of Directors (Διοικητικό Συμβούλιο) of Thalassa Shipping & Logistics SA authorizing the Credit Agreement and the Loan Documents
Exhibit D | Shareholder Resolutions, if applicable, or Certificate of Non-Requirement of Shareholder Approval
Exhibit E | Specimen Signature Pages of Authorized Signatories (Elena Vassiliou, CEO; Dimitrios Pantazis, CFO)

C&H Matter No. 1044-00002

SECRETARY'S CERTIFICATE

THALASSA SHIPPING & LOGISTICS SA

SECTION 1. ORGANIZATIONAL DOCUMENTS

SECTION 2. BOARD AND SHAREHOLDER RESOLUTIONS

SECTION 3. INCUMBENCY CERTIFICATE

SECTION 4. SPECIMEN SIGNATURES

SECTION 5. ADDITIONAL CERTIFICATIONS

SECTION 6. RELIANCE

THALASSA SHIPPING & LOGISTICS SA

THALASSA SHIPPING & LOGISTICS SA

LIST OF EXHIBITS

NOTICE REGARDING DRAFT STATUS

Record

Parties

Dates

Amounts