Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Amendment No. 1" means Amendment No. 1 to the Senior Secured Credit Agreement, dated as of May 15, 2023, by and among the Company, TAI, Nordbank International AG (as administrative agent and collateral agent), and the lenders party thereto. "Amended and Restated Intercreditor Agreement" means the Amended

Section 1.2 — Interpretation Unless the context of this Agreement otherwise requires: (a) headings of Articles, Sections, Schedules, and Exhibits are for convenience of reference only and shall not affect the interpretation of this Agreement; (b) words importing the singular shall include the plural and vice versa, and words importing a gender shall include all genders; (c) references to "Articles," "Sections," "Sche

ARTICLE II — SUBSCRIPTION AND ISSUANCE

Section 2.1 — Subscription Subject to the terms and conditions of this Agreement, KFO hereby irrevocably subscribes for, and agrees to purchase, the New Shares at an aggregate subscription price equal to the Equity Subscription Amount of €35,000,000. The obligation of KFO to subscribe for and purchase the New Shares is absolute and unconditional, subject only to the satisfaction or waiver of the conditions set forth

Section 2.2 — Issuance Subject to the satisfaction or waiver of the conditions set forth in Article VI hereof, on the Closing Date the Company shall issue the New Shares to KFO, and such New Shares shall be registered in the name of KFO in the Company's share register (Βιβλίο Μετόχων) and in any applicable registry, including the Athens General Commercial Registry (Γ.Ε.ΜΗ.), in accordance with the requirements of Gre

Section 2.3 — Use of Proceeds The Company shall apply the proceeds of the Equity Subscription Amount as follows, in the following order of priority: (a) First, to fund the general corporate liquidity needs of the Company and its subsidiaries (including TAI), including working capital, vessel operating expenses, port and terminal operating expenses, and other ordinary-course expenditures necessary to maintain the Comp

Section 2.4 — Dilution and Post-Closing Equity Structure The Parties acknowledge and agree that, following the Closing and the consummation of the Mezzanine Exchange: (a) BMC will hold 15% of the outstanding equity of the Company, consisting of newly issued ordinary shares; (b) the Kostandinos family (acting through KFO and directly) will hold approximately 68% of the outstanding equity of the Company (diluted from 8

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to the Subscriber as of the date hereof and as of the Closing Date (except where a representation or warranty is expressly stated to be made as of a specific date, in which case such representation or warranty is made only as of such specified date) as follows:

Section 3.1 — Organization and Good Standing The Company is a société anonyme duly organized, validly existing, and in good standing under the laws of the Hellenic Republic, duly registered with the Athens General Commercial Registry (Γ.Ε.ΜΗ.). The Company has the corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as currently conducted and as proposed to b

Section 3.2 — Authorization The execution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby (including the issuance of the New Shares), have been duly authorized by all necessary corporate action on the part of the Company, including approval by the Board of Directors at a duly convened meeting at which a quorum was present. No fur

Section 3.3 — Capitalization The authorized share capital of the Company consists of [number] ordinary registered shares, of which [number] ordinary registered shares are issued and outstanding as of the date hereof. The issued and outstanding shares of the Company are owned of record and beneficially as follows: All outstanding shares have been duly authorized, validly issued, fully paid, and non-assessable. Other t

Section 3.4 — No Conflicts The execution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby (including the issuance of the New Shares), do not and will not: (a) violate, conflict with, or result in a breach of any provision of the Company's articles of association (Καταστατικό) or any other organizational documents of the Company; (

Section 3.5 — Consents and Approvals All material consents, approvals, authorizations, orders, filings, registrations, and qualifications of or with any Governmental Authority or any other Person required in connection with the execution, delivery, and performance of this Agreement and the issuance of the New Shares have been obtained, or will be obtained prior to the Closing Date. Such consents and filings include,

Section 3.6 — Subsidiaries Schedule B sets forth a complete and accurate list of all material subsidiaries of the Company as of the date hereof, including the name, jurisdiction of organization, and ownership percentage for each such subsidiary. Such material subsidiaries include, without limitation: (a) Thalassa Americas Inc. ("TAI"), a C-Corporation organized under the laws of the State of Delaware, United States,

Section 3.7 — Financial Statements; No Undisclosed Liabilities The Company has delivered or made available to KFO true, correct, and complete copies of (a) the audited consolidated financial statements of the Company and its subsidiaries for FY2021, which were audited by Grainger, Holt & Associates LLP (lead engagement partner: Malcolm Holt) in accordance with International Financial Reporting Standards ("IFRS") as a

Section 3.8 — Material Adverse Effect Since September 30, 2022, there has been no Material Adverse Effect on the Company or its subsidiaries, other than (a) the matters specifically disclosed in, arising from, or related to the liquidity crisis and covenant breaches described in the RSA and in the recitals to this Agreement, and (b) changes in general market conditions affecting the shipping industry as a whole, whic

Section 3.9 — Fleet and Assets The Company owns or operates a fleet of fifty (50) vessels, consisting of thirty-eight (38) dry-bulk carriers and twelve (12) container vessels. The fleet was appraised at an aggregate fair market value of approximately $623 million as of November 1, 2022, by Drakos Maritime Valuations Ltd. (Captain Nikos Drakos, principal, 28 Poseidonos Avenue, Piraeus 18531, Greece) (the "Fleet Apprai

Section 3.10 — Indebtedness Schedule C sets forth a true, correct, and complete schedule of all indebtedness of the Company and its subsidiaries as of the date hereof. Such indebtedness includes, without limitation, the following: (a) Senior Secured Credit Facility: $540 million outstanding, consisting of (i) Term Loan A: approximately $270 million outstanding (CUSIP 87265BAA7), (ii) Revolving Credit Facility: approx

Section 3.11 — Litigation Except as set forth on the litigation schedule delivered to KFO in connection with the RSA, there is no action, suit, proceeding, claim, arbitration, investigation, or inquiry pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries, at law or in equity, before or by any Governmental Authority, arbitral tribunal, or other body, that

Section 3.12 — Insurance The Company and its subsidiaries maintain, with financially sound and reputable insurance companies, insurance (including directors' and officers' liability insurance) in such amounts and covering such risks as are customary for companies engaged in similar businesses and owning similar properties. Without limiting the generality of the foregoing, the Company maintains a directors' and office

Section 3.13 — Tax Matters The Company and each of its subsidiaries have duly and timely filed all material tax returns and reports required to be filed by them under applicable law (after giving effect to any valid extensions of time to file), and all such returns and reports are true, correct, and complete in all material respects. The Company and each of its subsidiaries have timely paid (or caused to be paid) all

Section 3.14 — Compliance with Laws The Company and each of its subsidiaries are, and since January 1, 2020 have been, in material compliance with all applicable laws, statutes, regulations, rules, ordinances, codes, orders, and decrees of any Governmental Authority, including without limitation Greek maritime law, Greek corporate law, United States maritime regulations (including the Merchant Marine Act of 1920 (the

Section 3.15 — No Insolvency Proceedings No insolvency, bankruptcy, restructuring, reorganization, receivership, administration, composition with creditors, or similar proceeding has been commenced, is pending, or, to the knowledge of the Company, is threatened against the Company or any of its subsidiaries under Greek Law 4738/2020 (Greek Debt Settlement and Insolvency Code), or under any other applicable law of any

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER KFO hereby represents and warrants to the Company as of the date hereof and as of the Closing Date (except where a representation or warranty is expressly stated to be made as of a specific date, in which case such representation or warranty is made only as of such specified date) as follows:

Section 4.1 — Organization and Good Standing KFO is a société anonyme duly organized, validly existing, and in good standing under the laws of the Hellenic Republic, with registered offices at 42 Akti Miaouli, Piraeus 18538, Greece. KFO has the corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby.

Section 4.2 — Authorization The execution, delivery, and performance of this Agreement by KFO, and the consummation by KFO of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of KFO, including approval by KFO's board of directors and, to the extent required, its shareholders. Each person executing this Agreement on behalf of KFO is duly authorized to do so.

Section 4.3 — Financial Capacity KFO has, and on the Closing Date will have, immediately available funds in an amount not less than the Equity Subscription Amount of €35,000,000, sufficient to consummate the subscription contemplated by this Agreement and to pay all costs and expenses required to be paid by KFO in connection herewith. KFO has not entered into any agreement, arrangement, or understanding (whether writ

Section 4.4 — Investment Intent KFO is acquiring the New Shares for its own account, for investment purposes only, and not with a view to, or for offer or sale in connection with, any distribution or resale thereof in violation of any applicable securities laws, including the securities laws of the Hellenic Republic, the European Union, or the United States. KFO is a sophisticated investor with substantial experience

Section 4.5 — No Conflicts The execution, delivery, and performance of this Agreement by KFO, and the consummation by KFO of the transactions contemplated hereby, do not and will not: (a) violate, conflict with, or result in a breach of any provision of KFO's articles of association or any other organizational documents of KFO; (b) breach, violate, constitute a default under, or conflict with any material agreement,

Section 4.6 — Ownership of Existing Shares KFO confirms that, as of the date hereof, the Kostandinos family (acting through KFO and directly) holds 80% of the outstanding equity of TSL, consisting of (a) 62% held by or for the account of Dimitrios Kostandinos and (b) 18% held by or for the account of Elena Kostandinos-Pavlou. KFO represents that the existing equity interests held by or for the account of the Kostandi

Section 4.7 — Relationship Disclosure KFO acknowledges and discloses that it is an affiliate and insider of the Company within the meaning of applicable Greek corporate law and securities regulations. Dimitrios Kostandinos serves simultaneously as Chairman of the Board of Directors of both TSL and KFO. Elena Kostandinos-Pavlou serves simultaneously as Vice Chairwoman of the Board of Directors of both TSL and KFO. KFO

Section 4.8 — No Brokers Neither KFO nor any of its affiliates has engaged, retained, or agreed to compensate any broker, finder, investment banker, or other intermediary in connection with the transactions contemplated by this Agreement, other than in connection with the Company's engagement of Kensington Veltrian Partners LLC as financial advisor to the Company (the fees and expenses of which are Transaction Costs

Section 5.1 — Pre-Closing Covenants of the Company From the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with Article VIII, the Company covenants and agrees as follows: (a) Ordinary Course of Business. The Company shall, and shall cause each of its subsidiaries to, conduct its business in the ordinary course consistent with past practice and in compliance with

Section 5.2 — Pre-Closing Covenants of KFO From the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with Article VIII, KFO covenants and agrees as follows: (a) Maintenance of Financial Capacity. KFO shall maintain immediately available funds in an amount not less than the Equity Subscription Amount of €35,000,000 and shall not enter into any agreement, arrangement

Section 5.3 — Post-Closing Covenants From and after the Closing Date, the Parties covenant and agree as follows: (a) Lock-Up. For a period of twelve (12) months following the Closing Date (the "Lock-Up Period"), KFO shall not, directly or indirectly, transfer, sell, assign, pledge, hypothecate, encumber, or otherwise dispose of any of the New Shares or any existing shares of the Company held by KFO or the Kostandinos

Section 5.4 — Tax Covenants (a) Tax Cooperation. The Company and KFO shall cooperate in good faith in determining the tax treatment of the subscription and issuance of the New Shares under all applicable tax laws, including Greek capital gains tax, Greek stamp duty (τέλος χαρτοσήμου), transfer tax, and any other taxes, duties, or levies that may be imposed on or in connection with the transactions contemplated by thi

ARTICLE VI — CONDITIONS TO CLOSING

Section 6.1 — Conditions to the Obligations of Both Parties The respective obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver (to the extent permitted by applicable law) of the following conditions as of the Closing Date: (a) No Prohibition. No Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any law, st

Section 6.2 — Conditions to the Obligations of KFO The obligation of KFO to consummate the subscription and purchase of the New Shares is further subject to the satisfaction or waiver by KFO of the following conditions as of the Closing Date: (a) Representations and Warranties. The representations and warranties of the Company set forth in Article III shall be true and correct in all material respects (or, in the cas