Contract analysis

I. Introduction This firm serves as counsel to Thalassa Shipping & Logistics Société Anonyme, a company organized under the laws of the Hellenic Republic ("TSL" or the "Company"), and its wholly-owned subsidiary, Thalassa Americas Inc., a Delaware corporation ("TAI" and, together with TSL, the "Borrowers"), in connection with, among other matters, that certain Senior Secured Credit Facility dated as of June 15, 2019

II. Background and Context A. Events Leading to the Forbearance Agreement As you are aware, the circumstances leading to the execution of the Forbearance Agreement arose from a series of covenant breaches under the Credit Agreement during the third quarter of 2022, each of which constituted an Event of Default under Article VIII thereof. We briefly recapitulate the relevant defaults for completeness of the record:

1. Minimum Liquidity Covenant Breach. On September 15, 2022, TSL's unrestricted cash and cash equivalents declined to approximately $27.3 million, which was $12.7 million below the $40.0 million Minimum Liquidity threshold set forth in Section 7.11(a) of the Credit Agreement. This shortfall was principally attributable to a combination of (i) a sharp deterioration in dry-bulk charter rates during the second and third

2. Maximum Net Leverage Ratio Breach. As of the fiscal quarter ended September 30, 2022, TSL's Maximum Net Leverage Ratio exceeded the 5.50x maximum permitted under Section 7.11(b) of the Credit Agreement. Specifically, TSL's Net Debt (as defined in the Credit Agreement) stood at approximately $770.9 million, and its Last Twelve Months ("LTM") Consolidated EBITDA (as defined) was approximately $98.6 million, yielding

3. Minimum Interest Coverage Ratio Breach. As of the same fiscal quarter, TSL's Interest Coverage Ratio fell below the 2.50x minimum required by Section 7.11(c) of the Credit Agreement. TSL's LTM Consolidated EBITDA of approximately $98.6 million, divided by LTM Consolidated Interest Expense of approximately $56.7 million, produced an actual Interest Coverage Ratio of approximately 1.74x — a shortfall of 0.76x relati

4. Execution of the Forbearance Agreement. In recognition of the severity of the defaults and the mutual interest of the Borrowers and the Lenders in pursuing a consensual path forward, the parties negotiated and executed the Forbearance Agreement on October 10, 2022. Pursuant to its terms, the Lenders (acting through Nordbank as Administrative Agent) agreed to forbear from exercising any remedies arising from the fo

III. Summary of Outstanding Indebtedness Under the Credit Agreement For ease of reference, we set forth below a summary of the outstanding indebtedness under the Credit Agreement as of September 30, 2022, as well as a brief description of certain other material indebtedness of the Borrowers. This summary is intended for informational purposes only and is qualified in its entirety by reference to the Credit Agreement

IV. Proposed Terms of the First Amendment to the Forbearance Agreement We set forth below the principal terms of the proposed First Amendment, each of which is reflected in the enclosed draft. We invite the Ad Hoc Group's comments on each of these provisions and look forward to a constructive discussion aimed at reaching agreement on terms that are acceptable to all parties. A. Extended Standstill Period The First Am

V. Status of Restructuring Alternatives We wish to provide the Ad Hoc Group with an update on the current status of the restructuring alternatives being evaluated by TSL, TAI, and their advisors. Calderwood & Harkness and KHP are actively pursuing a dual-track approach to the restructuring, as described below. A. Out-of-Court Restructuring (Preferred Path) The strongly preferred path for TSL's board of directors and

VI. Cross-Border Considerations As you are aware, TSL is a Société Anonyme organized under the laws of Greece, with its principal offices in Piraeus. Accordingly, any restructuring of TSL's indebtedness must be analyzed under both United States and Greek law. TSL's Greek counsel, Vassiliou & Demetriou Law Offices (Alexandros Vassiliou, Lead Partner), is advising on the Greek law implications of the restructuring alte

VII. Request for Engagement Given the imminent expiration of the Initial Standstill Period on January 8, 2023, time is of the essence. We respectfully request the following:

1. That the Ad Hoc Group and your firm review the enclosed draft First Amendment to the Forbearance Agreement and provide any comments, redlines, or proposed modifications to us no later than January 6, 2023. We have endeavored to prepare a draft that is balanced and reflects the interests of all parties, but we fully expect that the Ad Hoc Group will have comments, and we are committed to engaging constructively to

2. That we schedule a conference call among the following participants to discuss the proposed extension terms at the Ad Hoc Group's earliest convenience: • Nathaniel Bower, Calderwood & Harkness LLP • Amy Chesterton, Calderwood & Harkness LLP • Graham Whitfield III, Whitfield, Crane & Burgess LLP • Priya Nandakumar, Whitfield, Crane & Burgess LLP • James Calloway, Kensington Veltrian Partners LLC • Vanessa Chow, Dra

VIII. Enclosures Enclosed with this letter, please find the following:

1. Draft First Amendment to Forbearance Agreement (clean copy), to be executed by Thalassa Shipping & Logistics SA, Thalassa Americas Inc., and Nordbank International AG (in its capacity as Administrative Agent for the Lender syndicate). A blackline comparison of the draft First Amendment marked against the original Forbearance Agreement dated October 10, 2022, is available upon request. Please let us know if you wou

IX. Closing TSL and TAI remain firmly committed to engaging constructively and in good faith with the Ad Hoc Group and all creditor constituencies to achieve a consensual resolution that preserves the going-concern value of the enterprise and maximizes recoveries for all stakeholders. The Borrowers recognize the significance of the accommodations that have been provided by the Lenders during the Initial Standstill Pe