Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the fiduciary duty obligations of the officers and directors of Thalassa Americas Inc. ("TAI") and its parent company, Thalassa Shipping & Logistics SA ("TSL"), as both entities operate in or near the zone of insolvency, and to assess the scope of directors' and officers' ("D&O") insurance coverage available to protect individual directors and officers

II. Background: Relevant Officers and Directors A. Thalassa Americas Inc. (TAI) — Delaware Corporation TAI is a C-Corporation organized under the laws of the State of Delaware. Its registered agent is Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801. TAI's principal office is located at 1400 McKinney Street, Suite 2200, Houston, Texas 77010. TAI's Employer Identification Number

III. Financial Context: The Zone of Insolvency A. Indicators of Insolvency As of September 30, 2022, TAI and TSL exhibit multiple, reinforcing indicators of financial distress that, taken together, place both entities at minimum in the "zone of insolvency" and likely render them actually insolvent under both balance-sheet and cash-flow tests. The following metrics are drawn from the financial data provided by TAI man

IV. Delaware Law: Fiduciary Duties of Directors and Officers A. Core Fiduciary Duties Under Delaware law, which governs TAI as a Delaware corporation, directors and officers owe two primary fiduciary duties to the corporation and, derivatively, to its stakeholders. These duties are rooted in fundamental principles of equity and are the cornerstones of Delaware corporate governance. Duty of Care. The duty of care requ

V. Specific Risk Areas for TAI Officers and TSL Directors A. Intercompany Transactions The $76.4 million subordinated intercompany note from TAI to TSL is the most significant area of fiduciary duty risk in the current restructuring. This note represents a claim by TSL (the parent) against TAI (the wholly-owned subsidiary) and is subordinated to all of TAI's external debt obligations. In the event of a Chapter 11 fil

VI. Greek Law Considerations for TSL Board Members A. Overview TSL is a Greek Société Anonyme (Anonimi Etairia), and its directors and officers are subject to Greek corporate law and Greek insolvency law. Greek law considerations are relevant to this analysis because (i) TSL's directors — particularly Dimitrios Kostandinos, Elena Kostandinos-Pavlou, and Georgios Andreadis — face potential personal liability under Gre