Contract analysis

I. Executive Summary This memorandum analyzes the cross-border United States and Greek tax implications of the two restructuring paths currently under consideration for Thalassa Shipping & Logistics Société Anonyme ("TSL") and its wholly-owned U.S. subsidiary, Thalassa Americas Inc. ("TAI"): (1) an out-of-court restructuring effectuated through a restructuring support agreement (the "RSA") among TSL, TAI, and their p

II. Background and Factual Assumptions The following factual background and assumptions are based on information provided by TSL and TAI management, including Irini Dalakoura (Chief Financial Officer, TSL) and Diana Restrepo (Vice President — Finance, TAI), financial data prepared or compiled by Kensington Veltrian Partners (the company's financial advisor), and the fleet appraisal prepared by Drakos Maritime Valuati

III. U.S.-Greece Income Tax Treaty Analysis A. Applicable Treaty Provisions The Convention between the United States of America and the Hellenic Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (the "U.S.-Greece Treaty" or the "Treaty") governs the allocation of taxing rights between the United States and Greece with respect to the cross-border income

Article 10 of the U.S.-Greece Treaty governs the taxation of dividends paid by a U.S. corporation (TAI) to its Greek parent (TSL). Under the statutory regime, dividends paid by a U.S. corporation to a foreign corporate shareholder are subject to 30% withholding tax under IRC Section 881(a), unless reduced by treaty. The Treaty provides for a reduced withholding rate on dividends paid by a U.S. corporation to a Greek

Article 7 of the U.S.-Greece Treaty governs the taxation of business profits attributable to a permanent establishment. TAI's operations in the United States — including the Houston terminal, Jones Act-exempt vessel scheduling, and domestic freight brokerage — constitute a permanent establishment of TSL in the United States. Under Article 7, the United States has the right to tax the business profits attributable to

IV. Withholding Tax on Intercompany Interest Payments A. Current Regime Under the existing intercompany note arrangement, TAI pays interest to TSL at a rate of 5.0% per annum on the $76.4 million principal balance. This interest constitutes U.S.-source income to TSL as the foreign holder of a debt obligation of a U.S. person. Under IRC Sections 881(a) and 1441/1442, TAI is required to withhold tax on each interest pa

V. Greek Tax Implications of the KFO Holdings Equity Contribution A. Nature of the Contribution Under the proposed RSA, KFO Holdings SA will contribute €35 million (approximately $38.2 million at the applicable exchange rate of €1 = $1.0914 as of March 14, 2023) in new equity to TSL. The contribution will take the form of a cash subscription for newly issued shares of TSL, with the proceeds to be used for general liq

VI. CFC and Subpart F Income Analysis — TAI as a U.S. Subsidiary A. Controlled Foreign Corporation Framework — Inverted Application The CFC and Subpart F analysis in this matter requires careful attention to the direction of ownership, because the typical CFC paradigm (U.S. parent owning a foreign subsidiary) is inverted in the Thalassa structure. TAI is a U.S. C-Corporation wholly owned by TSL, a Greek corporation.

VII. CODI Cross-Border Allocation A. Cross-Reference to Companion Memorandum The detailed analysis of CODI arising to TAI under IRC Sections 61(a)(12), 108(a)(1)(A) (bankruptcy exclusion), and 108(a)(1)(B) (insolvency exclusion), including the computation of CODI amounts, the application of the relevant exclusions, and the attribute reduction rules of IRC Section 108(b), is set forth in the Companion CODI Memorandum