Contract analysis

I. EXECUTIVE SUMMARY The purpose of this memorandum is to confirm that all conditions precedent to closing under the Restructuring Support Agreement dated March 14, 2023 (the "RSA") have been satisfied (and that no conditions precedent were waived), that all transaction documents contemplated by the RSA have been duly executed and delivered by the respective parties, that all funds have been transferred in accordance

II. BACKGROUND AND PROCEDURAL HISTORY A. The Liquidity Crisis TSL is a Greek-headquartered shipping and logistics conglomerate founded in 1987 by the Kostandinos family. The Company operates a fleet of dry-bulk carriers and container vessels servicing global trade routes, with principal operations in the Mediterranean, Baltic, and transatlantic markets. TAI, the Company's wholly-owned U.S. subsidiary, is a Delaware C

III. SUMMARY OF RSA TRANSACTION COMPONENTS The RSA Transactions consist of the following principal components, each of which is described in detail below. A. Amendment No. 1 to Senior Secured Credit Agreement Amendment No. 1 to the Senior Secured Credit Agreement (the "Amendment") amends the Senior Secured Credit Agreement originally dated June 15, 2019 (as amended, restated, supplemented, or otherwise modified from

IV. CONDITIONS PRECEDENT — SATISFACTION OR WAIVER

Section 5 of the RSA set forth certain conditions precedent to the obligation of each RSA Party to consummate the RSA Transactions on the Closing Date. This Section IV confirms the satisfaction of each such condition precedent. A. Documentary Conditions Each of the following transaction documents was required to be duly executed and delivered by the applicable parties as a condition to closing. Each such condition ha

1. Amendment No. 1 to Senior Secured Credit Agreement (dated May 15, 2023). Executed and delivered by TSL (as Borrower), TAI (as Co-Borrower), Nordbank International AG (as Administrative Agent and Collateral Agent), and all nine members of the Senior Secured Lender syndicate. Original executed counterparts have been received and are maintained in the closing binder. Confirmed satisfied.

2. Amended and Restated Intercreditor Agreement (dated May 15, 2023). Executed and delivered by Nordbank International AG (as first-lien agent) and BMC (as second-lien creditor). Original executed counterparts have been received. Confirmed satisfied.

3. New Second-Lien Note Purchase Agreement (dated May 18, 2023). Executed and delivered by TSL (as issuer) and BMC (as purchaser). Original executed counterparts have been received. Confirmed satisfied.

4. New Second-Lien Notes Indenture (dated May 18, 2023). Executed and delivered by TSL (as issuer) and Garrison Trust Company (as indenture trustee; 100 Wall Street, 16th Floor, New York, New York 10005). Original executed counterparts have been received. Confirmed satisfied.

5. Equity Subscription Agreement — KFO Holdings SA (dated May 22, 2023). Executed and delivered by TSL and KFO. Original executed counterparts have been received. Confirmed satisfied.

6. Amended and Restated Intercompany Promissory Note (dated May 25, 2023). Executed and delivered by TAI (as obligor) and TSL (as obligee). Original executed counterparts have been received. Confirmed satisfied.

7. Joinder Agreement — Consenting Lenders (dated March 14, 2023). Executed by all nine members of the Senior Secured Lender syndicate, with each lender's respective outstanding principal balance under the Senior Secured Credit Agreement as follows: Note: The above table reflects original commitment amounts. Outstanding principal as of September 30, 2022 was approximately $540 million in the aggregate, as described in

8. Lock-Up Agreement — Dralvecen Mezzanine Capital LLC (dated March 14, 2023). Executed and delivered by TSL and BMC. The Lock-Up Agreement was executed on behalf of BMC by Rebecca Marsh, Senior Partner. Confirmed satisfied.

9. Consent and Waiver Letter — Garrison Trust Company (dated March 20, 2023). Executed and delivered by Garrison Trust Company (as indenture trustee for the Senior Unsecured Notes), countersigned by Ashford, Brightmoor Group & McKay PC (counsel to the indenture trustee). The Consent and Waiver Letter waives the Event of Default under the Senior Unsecured Notes Indenture arising from the missed December 1, 2022 coupon

10. Side Letter Agreement: Vessel Disposition Undertaking (dated March 14, 2023). Executed and delivered by TSL and Nordbank (as Administrative Agent for the Consenting Lenders). Confirmed satisfied. B. Certificates Delivered at Closing Each of the following certificates was required to be delivered at or prior to closing as a condition to the consummation of the RSA Transactions. Each such condition has been confirm

1. Secretary's Certificate — Thalassa Americas Inc. (dated June 30, 2023). The Secretary's Certificate certifies the following with respect to TAI: (a) a true and correct copy of TAI's certificate of incorporation, as currently in effect; (b) a true and correct copy of TAI's bylaws, as currently in effect; (c) true and correct copies of the resolutions of the board of directors of TAI authorizing TAI's execution, del

2. Officer's Certificate — Marcus Hale (dated June 30, 2023). Marcus Hale, President of TAI, delivered an officer's certificate certifying that: (a) all representations and warranties of TAI contained in the RSA and the transaction documents are true and correct in all material respects as of the Closing Date (both before and after giving effect to the RSA Transactions); (b) no Default or Event of Default exists unde

3. Solvency Certificate — Diana Restrepo (dated June 30, 2023). Diana Restrepo, Vice President of Finance of TAI, delivered a solvency certificate certifying that, after giving effect to the RSA Transactions and all transactions contemplated thereby: (i) the fair value of the assets of TAI exceeds the total amount of its liabilities (including contingent liabilities); (ii) TAI is able to pay its debts and other liabi

1. Calderwood & Harkness LLP Legal Opinion: Due Authorization and Enforceability (TAI) (dated June 30, 2023). Addressed to Nordbank International AG (in its capacities as Administrative Agent and Collateral Agent) and each of the Consenting Lenders. This opinion confirms that: (a) TAI is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware; (b) TAI has the corpo

2. Calderwood & Harkness LLP Legal Opinion: No Conflicts / No Violations (TAI) (dated June 30, 2023). Addressed to Nordbank International AG (as Administrative Agent). This opinion confirms that the execution, delivery, and performance by TAI of the transaction documents to which it is a party, and the consummation of the RSA Transactions by TAI: (a) do not and will not violate, conflict with, or result in a breach o

3. Vassiliou & Demetriou Law Offices — Greek Law Opinion (dated June 30, 2023). Delivered by Alexandros Vassiliou, senior partner of Vassiliou & Demetriou Law Offices, Athens, Greece. This opinion confirms that: (a) TSL is duly organized and validly existing as a société anonyme under the laws of the Hellenic Republic; (b) TSL has the corporate power and authority under Greek law to execute, deliver, and perform the

1. KFO Equity Contribution. KFO Holdings SA was required to contribute €35 million (approximately $38.2 million at the applicable exchange rate) in new equity capital to TSL. The KFO equity contribution was received by TSL via wire transfer in accordance with the Funds Flow Memorandum. Wire confirmation has been received and is on file. Confirmed satisfied.

2. Payment of Missed Unsecured Note Coupon. Payment of $2,062,500 to Garrison Trust Company (100 Wall Street, 16th Floor, New York, New York 10005) for distribution to the holders of the Senior Unsecured Notes, representing the missed semi-annual interest payment originally due December 1, 2022. Wire confirmation has been received and is on file. Confirmed satisfied.

3. Amendment Fee. The amendment fee in the amount of $5,400,000 (calculated as 1.00% of the $540 million in aggregate outstanding principal under the Senior Secured Credit Agreement) was payable in kind. This amount has been capitalized and added to the outstanding principal balance of the Senior Secured Credit Facility by book entry. No cash movement was required or made. Confirmed satisfied (book entry).

4. Transaction Cost Payments. All professional fees and transaction costs were paid from closing proceeds in accordance with the Funds Flow Memorandum, including: (a) Calderwood & Harkness LLP — legal fees and disbursements (as further described in Section VIII below); (b) Kensington Veltrian Partners LLC — completion fee of $4,500,000 (payable to 300 Park Avenue, 12th Floor, New York, New York 10022); and (c) All ot

5. Collateral Confirmation. Nordbank International AG, in its capacity as Collateral Agent, confirmed the continuation and perfection of first-priority security interests and liens on the following collateral: (a) 38 dry-bulk carriers owned by TSL and its vessel-owning subsidiaries; (b) 12 container vessels owned by TSL and its vessel-owning subsidiaries; (c) the Houston terminal lease held by TAI; (d) all accounts r

V. FUNDS FLOW SUMMARY Reference is hereby made to the detailed Funds Flow Memorandum dated June 29, 2023 (attached as Appendix B to this memorandum), prepared by Amy Chesterton, Lead Associate, and approved by Nathaniel Bower, Responsible Partner. The Funds Flow Memorandum sets forth the precise wire transfer instructions, amounts, and sequencing for all cash movements required to consummate the RSA Transactions. The

VI. EXECUTED DOCUMENT LIST Set forth below is a complete list of all documents executed and/or delivered at or in connection with the closing of the RSA Transactions, organized by category. Original executed counterparts and/or conformed copies of each document are maintained in the closing binder and in the electronic matter files for Matter No. 1044-00003. A. RSA and Support Agreements

1. Restructuring Support Agreement — Execution Version (March 14, 2023)

2. Joinder Agreement — Consenting Lenders (March 14, 2023)

3. Lock-Up Agreement — Dralvecen Mezzanine Capital LLC (March 14, 2023)

4. Side Letter Agreement: Vessel Disposition Undertaking (March 14, 2023) B. Senior Secured Credit Facility Amendments

5. Amendment No. 1 to Senior Secured Credit Agreement (May 15, 2023) C. Intercreditor Agreement

6. Amended and Restated Intercreditor Agreement (May 15, 2023) D. Second-Lien Notes

7. New Second-Lien Note Purchase Agreement (May 18, 2023)

8. New Second-Lien Notes Indenture (May 18, 2023) E. Equity

9. Equity Subscription Agreement — KFO Holdings SA (May 22, 2023) F. Intercompany

10. Amended and Restated Intercompany Promissory Note — TAI to TSL (May 25, 2023) G. Consents and Waivers

11. Consent and Waiver Letter — Garrison Trust Company (March 20, 2023) H. Certificates

12. Secretary's Certificate — Thalassa Americas Inc. (June 30, 2023)

13. Officer's Certificate — Marcus Hale, President of TAI (June 30, 2023)

14. Solvency Certificate — Diana Restrepo, Vice President of Finance of TAI (June 30, 2023)

15. Calderwood & Harkness LLP Legal Opinion: Due Authorization and Enforceability (TAI) (June 30, 2023)

16. Calderwood & Harkness LLP Legal Opinion: No Conflicts / No Violations (TAI) (June 30, 2023)

17. Vassiliou & Demetriou Law Offices — Greek Law Opinion (June 30, 2023) J. Financial

18. Funds Flow Memorandum (June 29, 2023)

VII. POST-CLOSING MATTERS AND OUTSTANDING ITEMS The following post-closing matters and outstanding administrative items have been identified and require attention following the Closing Date. Each item is assigned to the responsible attorney for tracking purposes. A. Vessel Dispositions Pursuant to the Side Letter Agreement dated March 14, 2023, TSL is obligated to sell six older dry-bulk carriers (with an average ves

1. Pendleton Claim Services Inc. (Laura Pendleton, President; 1601 Elm Street, Suite 4200, Dallas, Texas 75201). The Company entered into a standby engagement letter with Pendleton Claim Services Inc. on November 15, 2022, pursuant to which Pendleton was retained to serve as claims and noticing agent in the event of a Chapter 11 filing by TAI. The filing did not occur, and the engagement was never activated. A formal

2. Alderney Management Advisors LLC (Richard "Rick" Thornberg, CRO Designee; 200 Clarendon Street, 45th Floor, Boston, Massachusetts 02116). The Company entered into a standby engagement with Alderney Management Advisors LLC, pursuant to which Rick Thornberg was designated as the Chief Restructuring Officer to be installed at TAI in the event of a Chapter 11 filing. The CRO engagement was not activated. C&H should co

VIII. MATTER STATUS AND BILLING The C&H engagement was opened on October 25, 2022, under matter number 1044-00003, with Nathaniel Bower as Responsible Partner and Colette Whitman as Billing Partner. Total fees and disbursements billed through the Closing Date are as follows: The retainer of $500,000, deposited by the Company Parties on October 28, 2022, has been fully applied against fees incurred during the engageme

IX. CONCLUSION Based on the foregoing, we confirm the following:

1. All conditions precedent to the closing of the RSA Transactions, as set forth in Section 5 of the RSA, have been satisfied. No conditions precedent were waived.

2. All transaction documents contemplated by the RSA have been duly executed and delivered by all applicable parties. A complete list of executed documents is set forth in Section VI above, and original executed counterparts are maintained in the closing binder.

3. All funds have been transferred in accordance with the Funds Flow Memorandum dated June 29, 2023. Wire confirmations for all transfers have been received and are on file.

4. The RSA Transactions are effective as of June 30, 2023. The outside date for closing specified in the RSA has been met.

5. The out-of-court restructuring of the Company Parties' capital structure has been successfully consummated, averting the need for a Chapter 11 filing by Thalassa Americas Inc. in the United States Bankruptcy Court for the Southern District of Texas, Houston Division. Calderwood & Harkness LLP recommends that the matter be transitioned to dormancy following the completion of the post-closing items identified in Sec