Contract analysis

1. Introduction and Purpose of Letter As you know, Calderwood & Harkness LLP ("C&H") serves as U.S. restructuring counsel to Thalassa Shipping & Logistics Société Anonyme ("TSL"), a société anonyme (anonymi etaireia) organized under the laws of the Hellenic Republic and registered with the Athens General Commercial Registry (G.E.MI.), with its headquarters at 42 Akti Miaouli, Piraeus 18538, Greece, and its wholly-own

2. Summary of RSA Transactions Requiring Greek Law Analysis Set forth below is a summary of the key transactions contemplated by the RSA that we believe require analysis under the laws of the Hellenic Republic. We provide this summary both for context and to facilitate cross-referencing with the enclosed transaction documents. Where specific questions for V&D arise, we have identified them at the conclusion of each s

3. Greek Law 4738/2020 — Confirmation That RSA Does Not Trigger Insolvency Obligations As you will recall, during the early stages of this engagement, C&H and V&D jointly prepared a detailed memorandum dated January 15, 2023, authored by Nathan Ikeda (with substantial input from you, Mr. Vassiliou), analyzing the Greek Debt Settlement & Insolvency Code (Law 4738/2020, as amended, the "Greek Insolvency Code") in the c

4. Greek Regulatory Filings and Approvals In order to ensure that all applicable Greek regulatory requirements are satisfied in advance of the June 30, 2023 Outside Date, we request that V&D prepare and deliver to us a comprehensive list of all Greek regulatory filings and governmental approvals required in connection with the closing of the RSA transactions. Without limiting the generality of this request, please ad

5. Greek Corporate Approvals — Board and Shareholder Resolutions We further request V&D's guidance on the Greek corporate governance actions required to authorize the RSA transactions on behalf of TSL. Specifically, please address each of the following: (a) Board of Directors Resolutions. Please advise on the form and substance of TSL Board of Directors resolutions required to authorize the RSA transactions, includin

6. Greek Law Legal Opinion Calderwood & Harkness LLP will be delivering, at the closing on June 30, 2023, U.S. law legal opinions on behalf of TAI, consisting of: (i) a due authorization and enforceability opinion, confirming that TAI has duly authorized the RSA transactions and that the transaction documents constitute valid and binding obligations of TAI enforceable in accordance with their terms; and (ii) a no-con

7. Coordination on Greek Tax Matters As you may be aware, Sylvia Hartwell, a specialist tax partner in our New York office, has prepared several U.S. tax memoranda addressing the cross-border tax implications of the RSA transactions, including: (i) a memorandum dated December 20, 2022, analyzing the cross-border tax structuring considerations for the restructuring; (ii) a memorandum dated December 12, 2022, analyzing

8. Closing Deliverables — Greek Law Items Calderwood & Harkness is in the process of preparing a comprehensive closing checklist for the RSA transactions, which will be finalized by Amy Chesterton and Nathan Ikeda and circulated to all parties on or about June 28, 2023. The closing checklist will identify all documents, certificates, opinions, and other deliverables required from each party as a condition to the clos

1. Certified copies of TSL Board of Directors resolutions approving the RSA transactions, certified by the Secretary of the Board or such other authorized officer of TSL.

2. Certified copies of TSL shareholder resolutions (if required for the capital increase or the equity issuances), certified in accordance with applicable Greek corporate law requirements.

3. Updated excerpt from the Athens General Commercial Registry reflecting any capital increase, amendment to TSL's articles of association, or change in equity ownership resulting from the RSA transactions.

4. Greek law legal opinion addressed to Nordbank International AG (as administrative agent) and the Senior Secured Lenders (and potentially BMC), as described in Section 6 above.

5. Confirmation letter regarding Law 4738/2020 non-applicability, as described in Section 3 above.

6. Good standing certificate (or Greek equivalent, such as a certificate of current registration from the Athens General Commercial Registry) for TSL.

7. Good standing certificate (or Greek equivalent) for KFO Holdings Société Anonyme.

8. Incumbency certificates for TSL officers and directors, identifying the following individuals and confirming their respective positions and specimen signatures: Dimitrios Kostandinos (Chairman), Elena Kostandinos-Pavlou (Vice Chairwoman), Georgios Andreadis (Chief Executive Officer), Irini Dalakoura (Chief Financial Officer), and Stavros Papageorgiou (General Counsel). Please advise us as promptly as possible if y

9. Coordination with Other Parties' Counsel We wish to bring to your attention that C&H is coordinating with multiple law firms representing various parties to the RSA transactions. The relevant counsel are as follows: • Whitfield, Crane & Burgess LLP (Graham Whitfield III, lead partner; Priya Nandakumar, senior associate), 51 West 52nd Street, 38th Floor, New York, New York 10019 — counsel to the Ad Hoc Group of Sen

10. Timeline and Next Steps For your reference and planning purposes, the key remaining milestones in the RSA closing process are as follows: As noted above, we request that V&D provide a written response to this letter by no later than May 20, 2023, identifying any impediments, issues, or timing concerns with respect to any of the Greek law matters described herein. We understand that some of the questions posed in

11. Background on the Matter For completeness, and to ensure that all relevant team members at V&D have the necessary context, we provide a brief summary of the factual background that led to the engagement and the RSA. TSL's liquidity crisis was precipitated by a severe downturn in global dry-bulk shipping markets during 2022. The Baltic Dry Index ("BDI") declined approximately 58% between January 2022 and September