Contract analysis

I. Purpose and Context I write on behalf of Calderwood & Harkness LLP ("C&H"), counsel to Thalassa Shipping & Logistics Société Anonyme ("TSL"), a société anonyme organized under the laws of the Hellenic Republic, and its wholly-owned Delaware subsidiary, Thalassa Americas Inc. ("TAI," and together with TSL, the "Company"), to provide the informal group of holders (the "Unsecured Noteholder Group") of the Company's 8

II. Background A. The Unsecured Notes The Unsecured Notes were issued on March 1, 2020, pursuant to an indenture (the "Indenture"), dated as of March 1, 2020, by and between TSL, as issuer, and Garrison Trust Company, as indenture trustee (the "Indenture Trustee"), located at 100 Wall Street, 16th Floor, New York, NY 10005. The Unsecured Notes were issued in an aggregate principal amount of $50,000,000 and bear inter

III. Proposed Treatment of Unsecured Notes under the RSA A. Unimpaired Status Under the proposed RSA, the Unsecured Notes will remain unimpaired and will not be subject to any reduction, modification, exchange, conversion, or other alteration. Specifically: (i) The outstanding principal amount of $50,000,000 will not be reduced, written down, converted to equity, or exchanged for new instruments of any kind; (ii) The

IV. Treatment of Other Creditor Classes (for Reference) For the benefit of the Unsecured Noteholder Group, and so that the proposed treatment of the Unsecured Notes may be evaluated in the context of the broader restructuring, we provide below a brief summary of the proposed treatment of the other principal creditor constituencies under the RSA. A more detailed description of these terms will be set forth in the RSA

V. Rationale for Unimpaired Treatment The proposed unimpaired treatment of the Unsecured Notes reflects the considered judgment of TSL, its board of directors, and its advisors, after extensive analysis and negotiation, and is supported by the following principal considerations: (i) Modest Quantum Relative to Overall Restructuring. The Unsecured Notes represent $50 million of the Company's approximately $847.3 millio

VI. Anticipated Timeline and Next Steps The Company anticipates the following timeline for the execution and consummation of the RSA transactions: (i) RSA Term Sheet Circulation: The RSA term sheet incorporating the terms described herein is being circulated to all creditor groups on or about February 10, 2023. (ii) RSA Execution: TSL anticipates executing the RSA with the requisite creditor support by mid-March 2023

VII. Request for Engagement and Feedback C&H respectfully invites Ashford, Brightmoor Group & McKay PC, on behalf of the Unsecured Noteholder Group, to review the proposed treatment set forth in this letter and to provide any comments, questions, or feedback at your earliest convenience. We recognize that your clients will wish to evaluate the proposed treatment in the broader context of the RSA term sheet, and we ar

VIII. Confidentiality Please note that this letter and its contents are subject to the applicable confidentiality agreements executed in connection with the restructuring discussions, including the Non-Disclosure Agreement dated as of November 1, 2022, by and among TSL, TAI, and the members of the Unsecured Noteholder Group (the "NDA"). We respectfully request that the contents of this letter not be shared beyond the

IX. Reservation of Rights Nothing in this letter shall constitute, or be deemed to constitute, a waiver of any rights, remedies, claims, or defenses of TSL, TAI, or any of their affiliates, all of which are expressly reserved in full. Without limiting the generality of the foregoing, (i) the proposed treatment of the Unsecured Notes described herein is subject to the negotiation, execution, and delivery of the RSA by