Contract analysis

Section 1: Overview and Recitals 1.1 Background Thalassa Shipping & Logistics Société Anonyme ("TSL" or the "Company") is a société anonyme organized and existing under the laws of the Hellenic Republic (Greece), with its registered office and principal place of business at 42 Akti Miaouli, Piraeus 18538, Greece. TSL was founded in 1987 by the Kostandinos family and has since grown to become a significant participant

Section 2: Parties 2.1 Company Parties (a) Thalassa Shipping & Logistics Société Anonyme ("TSL") — A société anonyme organized and existing under the laws of the Hellenic Republic (Greece); AFM (Greek Tax Identification Number) 998214763; registered office at 42 Akti Miaouli, Piraeus 18538, Greece. (b) Thalassa Americas Inc. ("TAI") — A C-Corporation organized and existing under the laws of the State of Delaware; EIN

Section 3: Existing Capital Structure The following is a summary of TSL's and TAI's existing capital structure as of September 30, 2022, prior to giving effect to any of the restructuring transactions contemplated by this Revised Term Sheet. 3.1 Senior Secured Credit Facility The Senior Secured Credit Facility was established pursuant to a Credit Agreement dated as of June 15, 2019 (as amended, restated, supplemented

Section 4: Senior Secured Credit Facility Amendment 4.1 Amendment Overview TSL, TAI, Nordbank International AG (as Administrative Agent and Collateral Agent), and the requisite lenders under the Senior Secured Credit Agreement shall enter into Amendment No. 1 to the Senior Secured Credit Agreement dated as of June 15, 2019 (the "Credit Agreement Amendment" or "Amendment No. 1"). The Credit Agreement Amendment will im

Section 5: Mezzanine Notes Exchange 5.1 Exchange Terms Dralvecen Mezzanine Capital LLC shall exchange the entirety of its existing Mezzanine Notes, having an aggregate outstanding principal balance of $112,300,000 (comprised of $100,000,000 in original principal and $12,300,000 of PIK-capitalized interest accrued through September 30, 2022), in consideration for: (a) $60,000,000 in aggregate principal amount of newly

Section 6: Treatment of Unsecured Notes 6.1 Unimpaired The $50,000,000 aggregate principal amount of 8.25% Senior Unsecured Notes due March 1, 2025 (CUSIP 87265BAB5) (the "Unsecured Notes") shall remain outstanding and unmodified in all respects. No amendment, waiver, or modification of the indenture between TSL and Garrison Trust Company (as indenture trustee) shall be required or requested in connection with the re

Section 7: KFO Holdings Equity Contribution 7.1 Contribution Amount KFO Holdings Société Anonyme shall contribute €35,000,000 (thirty-five million euros) in new equity to TSL (the "KFO Equity Contribution"). Based on the EUR/USD exchange rate prevailing as of the date of this Revised Term Sheet (€1 = $1.0914), the approximate U.S. dollar equivalent of the KFO Equity Contribution is approximately $38,200,000. The actu

Section 8: Vessel Dispositions 8.1 Asset Sale Undertaking TSL shall undertake to sell six (6) older dry-bulk carriers from its fleet, having an average age of approximately 18 years, within twelve (12) months of the closing of the restructuring transactions (the "Vessel Disposition Program"). The estimated aggregate gross sale proceeds from such dispositions are approximately $72,000,000. The specific vessels to be d

Section 9: Intercompany Note Restructuring 9.1 Amended Terms The $76,400,000 subordinated intercompany promissory note from Thalassa Americas Inc. (as maker) to Thalassa Shipping & Logistics SA (as holder) (the "Intercompany Note") shall be amended and restated to reflect the following modifications: (a) Maturity Extension: The maturity date of the Intercompany Note shall be extended to December 2028. (b) Interest Ra

Section 10: Trade Creditors 10.1 Unimpaired All trade creditors of TSL and TAI (approximately $38,700,000 in aggregate outstanding trade payables as of September 30, 2022) shall be paid in full in the ordinary course of business in accordance with their existing terms. No impairment, standstill, extension, or modification of trade obligations is contemplated or requested as part of the restructuring transactions. The

Section 11: Conditions Precedent to RSA Execution and Closing 11.1 RSA Execution Conditions The following conditions must be satisfied prior to or concurrent with the execution of the definitive RSA: (a) Joinder by Senior Secured Lenders holding at least 66⅔% of outstanding commitments under the Senior Secured Credit Facility. Based on $540,000,000 of outstanding Senior Secured debt, the required threshold is at leas

Section 12: Milestones and Outside Date 12.1 Key Milestones The following milestones shall govern the timeline for the execution and consummation of the restructuring transactions: 12.2 Outside Date The Outside Date for the consummation of the restructuring transactions shall be June 30, 2023. If all conditions to the RSA Closing (as set forth in Section 11.2) are not satisfied or waived on or before the Outside Date

Section 13: Termination Events 13.1 Company Termination Events The Company Parties shall have the right to terminate the RSA upon the occurrence of any of the following events: (a) A material breach by any supporting creditor party of its obligations under the RSA that is not cured within five (5) business days after delivery of written notice of such breach by the Company Parties to the breaching party; or (b) A mat

Section 14: Releases and Exculpation 14.1 Mutual Releases Upon the RSA Closing, TSL, TAI, KFO Holdings, and each consenting creditor party (and their respective current and former directors, officers, employees, agents, advisors, representatives, principals, members, partners, shareholders, attorneys, financial advisors, consultants, and controlled affiliates) shall exchange mutual releases (the "Mutual Releases") of

Section 15: Governance 15.1 Board Composition The Board of Directors of TSL shall remain as currently constituted following the RSA Closing. The current board includes: • Dimitrios Kostandinos — Chairman of the Board • Elena Kostandinos-Pavlou — Vice Chairwoman of the Board • Georgios Andreadis — Chief Executive Officer and Director • Such other directors as are currently serving on the TSL Board Upon the issuance of

Section 16: Tax Considerations 16.1 Overview The tax treatment of the restructuring transactions contemplated by this Revised Term Sheet will be analyzed in detail in connection with the preparation of the definitive documentation. A preliminary analysis has been prepared by Sylvia Hartwell, specialist tax partner at Calderwood & Harkness LLP. The following is a summary of the key tax considerations that have been id

Section 17: Comparison to Chapter 11 Alternative 17.1 Summary of Chapter 11 Scenario In the event the out-of-court restructuring contemplated by this Revised Term Sheet is not consummated, the Company Parties have prepared a contingency plan for a Chapter 11 filing by TAI. TSL, as a Greek société anonyme, would not be a debtor in the Chapter 11 case but might seek recognition under chapter 15 of the U.S. Bankruptcy C

Section 18: Exclusivity and Confidentiality 18.1 Exclusivity Upon execution of the acknowledgment pages attached hereto (and continuing upon execution of the definitive RSA), TSL and TAI agree that they shall not, and shall cause their respective affiliates, officers, directors, employees, agents, and advisors not to, directly or indirectly, solicit, initiate, encourage, negotiate, enter into, or consummate any alter