Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Administrative Agent" means Nordbank International AG, a bank organized under the laws of Switzerland, in its capacity as administrative agent and collateral agent under the Senior Secured Credit Agreement, with offices at Bahnhofstrasse 78, 8001 Zürich, Switzerland, and any successor thereto in such cap

Section 1.2 — Rules of Interpretation Unless the context of this Agreement otherwise requires: (a) References in this Agreement to "Dollars," "dollars," "U.S. Dollars," or "$" are to the lawful currency of the United States of America. References to "Euro," "euro," or "€" are to the single currency of the participating member states of the European Union. (b) References to any Article, Section, Schedule, or Exhibit a

Section 1.3 — Accounting Terms (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, IFRS as adopted and applied by the Issuer in the preparation of its consolidated financial statements, a

ARTICLE II — PURCHASE AND EXCHANGE

Section 2.1 — Exchange of Existing Mezzanine Notes (a) On the Closing Date, and subject to the satisfaction or waiver of the conditions precedent set forth in Article VI, the Purchaser shall deliver and surrender to the Issuer (or to the Trustee or such other agent as the Issuer may designate in writing) the Existing Mezzanine Notes, together with all related documentation, in the outstanding aggregate principal amou

Section 2.2 — Issuance of Notes (a) The Notes shall be issued pursuant to, and shall in all respects be governed by, the Indenture dated as of May 18, 2023, between the Issuer and Garrison Trust Company, as Trustee. In the event of any conflict between the terms of this Agreement and the Indenture with respect to the terms and conditions of the Notes, the Indenture shall control. (b) The aggregate principal amount of

Section 2.3 — Issuance of Equity Interest (a) On the Closing Date, concurrently with the issuance of the Notes, the Issuer shall issue to the Purchaser shares of the Issuer's capital stock (or such other equity instruments as may be appropriate under Greek law) representing 15% of the issued and outstanding equity of the Issuer on a fully diluted basis, after giving effect to such issuance and the equity subscription

Section 2.4 — No Cash Consideration The Exchange is effected entirely on a cashless basis. No cash consideration is payable by either Party to the other Party in connection with the issuance of the Notes or the Equity Interest. All consideration for the Notes and the Equity Interest flows exclusively through the exchange and cancellation of the Existing Mezzanine Notes, representing the full and complete consideratio

Section 2.5 — Cancellation of Existing Mezzanine Notes (a) Upon the issuance of the Notes and the Equity Interest on the Closing Date, the Issuer shall mark the Existing Mezzanine Notes "cancelled" and shall retain the cancelled originals in its records for a period of not less than seven (7) years. The Issuer shall promptly deliver to the Purchaser copies of the cancelled Existing Mezzanine Notes for the Purchaser's

Section 3.1 — Closing Date The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at the offices of Calderwood & Harkness LLP, 780 Third Avenue, New York, NY 10017, commencing at 10:00 a.m. Eastern Time, or remotely via the electronic exchange of executed signature pages and other deliverables, or at such other time, date, and place as the Parties may agree in w

Section 3.2 — Deliverables of the Issuer at Closing At or prior to the Closing, the Issuer shall deliver or cause to be delivered to the Purchaser each of the following: (a) Notes. Executed Notes in the aggregate principal amount of $60,000,000, in the form attached hereto as Exhibit A, duly executed by the Issuer and authenticated by the Trustee. (b) Equity Interest. Evidence of the issuance of the Equity Interest t

Section 3.3 — Deliverables of the Purchaser at Closing At or prior to the Closing, the Purchaser shall deliver or cause to be delivered to the Issuer each of the following: (a) Existing Mezzanine Notes. The Existing Mezzanine Notes in the aggregate outstanding principal amount of $112,300,000, duly endorsed for transfer or accompanied by duly executed instruments of transfer, for cancellation by the Issuer. (b) Execu

Section 3.4 — Concurrent Closings The Closing under this Agreement is expressly conditioned upon, and shall occur simultaneously with, the closing of each of the following transactions contemplated by the RSA: (i) Amendment No. 1 to the Senior Secured Credit Agreement. The execution and effectiveness of Amendment No. 1 to the Senior Secured Credit Agreement, dated May 15, 2023, providing for the extension of the matu

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE ISSUER The Issuer hereby represents and warrants to the Purchaser as of the date hereof and as of the Closing Date (except where any such representation or warranty is expressly stated to be made only as of a specified date, in which case such representation or warranty shall be made only as of such specified date), as follows:

Section 4.1 — Organization and Good Standing (a) TSL is a société anonyme duly organized and validly existing under the laws of the Hellenic Republic, duly registered with the Athens General Commercial Registry, with all requisite corporate power and authority to own, lease, and operate its properties and assets, and to conduct its business as currently conducted and as proposed to be conducted. TSL was founded in 19

Section 4.2 — Authorization; Enforceability (a) The execution, delivery, and performance of this Agreement, the Notes, the Indenture, and each of the other transaction documents to which the Issuer is a party have been duly authorized by all necessary corporate action of the Issuer, including the approval of the board of directors of TSL (which board is chaired by Dimitrios Kostandinos and includes, among others, Geo

Section 4.3 — No Conflicts (a) The execution, delivery, and performance by the Issuer of this Agreement, the Notes, the Indenture, and the other transaction documents to which the Issuer is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) violate or conflict with the articles of association (katastatiko) of TSL or the certificate of incorporation or bylaws of

Section 4.4 — Governmental Approvals No consent, approval, license, permit, order, or authorization of, or registration, declaration, notice, or filing with, any Governmental Authority is required in connection with the execution, delivery, and performance by the Issuer of this Agreement or the consummation of the Exchange, other than (i) any filings with the Athens General Commercial Registry in connection with the

Section 4.5 — Capitalization (a) As of the date hereof and immediately prior to giving effect to the transactions contemplated hereby, the authorized, issued, and outstanding capital stock of the Issuer is as set forth in Schedule C hereto. Immediately prior to the Closing, 80% of the equity of the Issuer is held by the Kostandinos family, consisting of 62% held directly or indirectly by Dimitrios Kostandinos and 18%

Section 4.6 — Financial Statements; Material Adverse Effect (a) The Issuer has provided to the Purchaser true, complete, and correct copies of the following financial statements (collectively, the "Financial Statements"): (i) The audited consolidated financial statements of the Issuer for the fiscal year ended December 31, 2021, including a consolidated statement of financial position, a consolidated statement of com

Section 4.7 — Indebtedness (a) Schedule E hereto sets forth a complete and accurate list of all outstanding indebtedness of the Issuer and its subsidiaries as of September 30, 2022, aggregating approximately $847,300,000, consisting of the following: (i) Senior Secured Credit Facility: $540,000,000 outstanding, comprising (A) Term Loan A ($270,000,000), (B) Revolving Credit Facility ($185,000,000 drawn of $200,000,00

Section 4.8 — Collateral and Liens (a) The Collateral securing the Notes (on a second-priority basis) consists of the assets more fully described in Schedule D hereto, including (i) 38 dry-bulk carriers (10 Capesize, 14 Panamax, and 14 Supramax), (ii) 12 container vessels (Sub-Panamax), for a total of 50 vessels, (iii) the Houston terminal lease held by TAI, (iv) all accounts receivable of the Issuer and TAI, and (v)

Section 4.9 — Litigation No material litigation, arbitration, governmental investigation, or administrative proceeding is pending or, to the knowledge of the Issuer, threatened against the Issuer, TAI, or any of their respective subsidiaries before any court, arbitral tribunal, Governmental Authority, or regulatory body that (a) would have a Material Adverse Effect, (b) challenges the validity or enforceability of th

Section 4.10 — Tax Matters (a) The Issuer and each of its subsidiaries have timely filed all material tax returns required to be filed (taking into account any applicable extensions) with the appropriate tax authorities in all jurisdictions in which such returns are required to be filed, and all such tax returns are true, correct, and complete in all material respects. TSL's Greek Tax ID (AFM) is 998214763. TAI's EIN

Section 4.11 — Insurance (a) The Issuer and its subsidiaries maintain adequate insurance coverage with financially sound and reputable insurance carriers, including hull and machinery insurance, protection and indemnity ("P&I") insurance, loss of hire insurance, and general liability insurance, in each case in amounts and with deductibles that are customary for companies engaged in the international shipping industry

Section 4.12 — Compliance with Laws The Issuer and TAI are, and since January 1, 2020 have been, in compliance with all applicable laws, statutes, rules, regulations, orders, judgments, and decrees of any Governmental Authority in all material respects, including applicable maritime laws, environmental regulations (including the International Maritime Organization's regulations on greenhouse gas emissions and the Int

Section 4.13 — Employee Matters (a) TSL employs approximately 4,200 employees globally, including shore-based personnel and seafarers. Approximately 680 of such employees are employed by TAI in the United States, principally at TAI's Houston office at 1400 McKinney Street, Suite 2200, Houston, TX 77010. (b) There are no material labor disputes, strikes, slowdowns, work stoppages, or grievances pending or, to the know

Section 4.14 — Vessel Disposition Undertaking Pursuant to the Side Letter Agreement dated March 14, 2023, between TSL and Nordbank International AG, the Issuer has undertaken to sell six (6) older dry-bulk carriers (with an average age of approximately 18 years) within twelve (12) months following the closing of the transactions contemplated by the RSA, for estimated aggregate proceeds of approximately $72,000,000 (b

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser hereby represents and warrants to the Issuer as of the date hereof and as of the Closing Date as follows:

Section 5.1 — Organization and Good Standing BMC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, with all requisite limited liability company power and authority to own, lease, and operate its properties and to conduct its business as currently conducted. BMC's principal offices are located at 600 Lexington Avenue, 22nd Floor, New York, NY

Section 5.2 — Authorization; Enforceability The execution, delivery, and performance of this Agreement and each of the other transaction documents to which the Purchaser is a party have been duly authorized by all necessary action on the part of the Purchaser, including all necessary action by its members, managers, or other governing body, as applicable. Rebecca Quimby, Senior Partner of BMC, is duly authorized to e

Section 5.3 — Ownership of Existing Mezzanine Notes The Purchaser is the sole beneficial and record holder of the Existing Mezzanine Notes in the aggregate outstanding principal amount of $112,300,000 (consisting of $100,000,000 of original principal and $12,300,000 of capitalized PIK interest), free and clear of all Liens, claims, and encumbrances, other than the Liens under the existing Intercreditor Agreement date

Section 5.4 — Investment Intent; Accredited Investor Status (a) The Purchaser is acquiring the Notes and the Equity Interest for its own account for investment purposes only, and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any other applicable securities laws. The Purchaser understands that the Notes and the Equity Interest have not been