Contract analysis

I. INTRODUCTORY STATEMENT The undersigned, Diana Restrepo, Vice President of Finance of Thalassa Americas Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or "TAI"), hereby delivers this Solvency Certificate (this "Certificate") in her capacity as Vice President of Finance of TAI. This Certificate is being delivered pursuant to Section 4.01(h) of the Amendment and

II. DESCRIPTION OF THE TRANSACTIONS For purposes of this Certificate, the undersigned has given pro forma effect to the consummation of the following Transactions, in each case as described more fully in the Transaction Documents: A. Amendment No. 1 to the Senior Secured Credit Agreement. Pursuant to the Amendment, the material terms of the Senior Secured Credit Agreement have been modified as follows: (i) Maturity E

III. DEFINITIONS As used in this Certificate, the following terms shall have the meanings set forth below: "Adequate Capital" means that the Company does not have unreasonably small capital with which to conduct the business in which it is engaged as a going concern, after giving due effect to the Transactions and all obligations incurred or to be incurred in connection therewith, taking into account the particular c

IV. CERTIFICATIONS Based on the foregoing and upon such other analyses, inquiries, and investigations as the undersigned has deemed appropriate and necessary in connection herewith, the undersigned hereby certifies as follows: (i) Balance Sheet Solvency — Fair Value of Assets Exceeds Liabilities The undersigned hereby certifies that, as of June 30, 2023, after giving pro forma effect to the Transactions and all oblig

V. QUALIFICATIONS AND ASSUMPTIONS In reaching the conclusions set forth in Section IV of this Certificate, the undersigned has relied upon, among other things, the following: (i) the audited consolidated financial statements of TAI and TSL for the fiscal years ended December 31, 2021 and December 31, 2022, as audited by Grainger, Holt & Associates LLP, and the unaudited interim financial statements of TAI and TSL for

VI. GOVERNING LAW This Certificate shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict of laws principles (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law) that would require the application of the laws of any other jurisdiction.

VII. EXECUTION IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate as of the date first written above. THALASSA AMERICAS INC. By: ________ Name: Diana Restrepo Title: Vice President of Finance Date: June 30, 2023 Principal Office: 1400 McKinney Street, Suite 2200 Houston, TX 77010 Jurisdiction of Organization: Delaware Employer Identification Number: 84-3291057 ANNEX A SUMMARY OF RSA TRANSACTIO