Contract analysis

1. THALASSA FINANCE PTE. LTD. (UEN 202209345K), a private company limited by shares incorporated under the laws of the Republic of Singapore, having its registered office at 8 Marina Boulevard, #36-02, Marina Bay Financial Centre Tower 1, Singapore 018981 (the "Assignor" or "TFPL"); and

2. ATLAS COLLATERAL AGENCY PTE. LTD. (UEN 200115678R), a company incorporated under the laws of the Republic of Singapore, having its registered office at 80 Robinson Road, #02-00, Singapore 068898, acting in its capacity as security agent and collateral agent for and on behalf of the Secured Parties (as defined below) (the "Security Agent"). Each a "Party" and together the "Parties." RECITALS: (A) Thalassa Shipping

ARTICLE 1 — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions In this Deed, unless the context otherwise requires, the following terms shall have the meanings set forth below: "Assigned Receivables" means all present and future rights, title, and interest of TFPL (whether actual or contingent, vested or future) in, to, and under the Intercompany Loans listed in Schedule 1 hereto, including, without limitation, all principal, interest (including default

Section 1.2 — Interpretation In this Deed, unless the context otherwise requires: (a) terms defined in the Indenture and not otherwise defined herein shall have the meanings given to them in the Indenture; (b) references to "Singapore law" or to "the laws of Singapore" mean the laws of the Republic of Singapore as in force from time to time; (c) headings and sub-headings are for convenience of reference only and shal

Section 1.3 — Conflict with Intercreditor Agreement (a) In the event of any conflict or inconsistency between the provisions of this Deed and the provisions of the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall prevail to the extent of such conflict or inconsistency, and the provisions of this Deed shall be construed and applied accordingly. (b) In the event of any conflict or inconsiste

Section 2.1 — Assignment by Way of Security (a) In consideration of the Security Agent entering into the Indenture and the Intercreditor Agreement and agreeing to act as Security Agent for and on behalf of the Secured Parties, TFPL, as beneficial owner, hereby assigns and transfers to the Security Agent, by way of first-priority security, all of its right, title, and interest (whether present or future, actual or con

Section 2.2 — Scope of Assignment The assignment effected by Section 2.1 includes, without limitation, all of the Assignor's right, title, and interest in and to the following: (a) all principal amounts outstanding from time to time under each Intercompany Loan, whether or not then due and payable; (b) all accrued and future interest (including any default interest or penalty interest) payable by any Obligor Subsidia

Section 2.3 — First-Priority Security (a) The assignment effected by this Deed constitutes a first-priority security interest in the Assigned Receivables. The Assignor represents and warrants to the Security Agent (for the benefit of the Secured Parties) that, as of the date of this Deed and as of the closing date of the offering of the Notes, no prior security interest, lien, charge, encumbrance, assignment, mortgag

Section 2.4 — Continuing Security (a) The assignment effected by this Deed constitutes a continuing security for the due and punctual payment, performance, and discharge of all Secured Obligations. This Deed shall remain in full force and effect until the Reassignment Date, notwithstanding any intermediate payment, settlement of account, or any other matter or circumstance whatsoever. (b) The security created by this

ARTICLE 3 — REPRESENTATIONS AND WARRANTIES

Section 3.1 — Representations and Warranties of the Assignor The Assignor represents and warrants to the Security Agent (for the benefit of the Secured Parties) as of the date of this Deed and as of the closing date of the offering of the Notes, as follows: (a) Due Incorporation and Good Standing. TFPL is a private company limited by shares duly incorporated and validly existing under the laws of the Republic of Sing

Section 3.2 — Repetition of Representations Each of the representations and warranties set forth in Section 3.1 shall be deemed to be repeated by TFPL on each interest payment date under the Notes by reference to the facts and circumstances then existing. In the event that any such representation or warranty is or becomes untrue, inaccurate, or misleading in any material respect on any such date, TFPL shall promptly

ARTICLE 4 — COVENANTS OF THE ASSIGNOR

Section 4.1 — Positive Covenants TFPL hereby covenants and undertakes with the Security Agent (for the benefit of the Secured Parties) that, from the date of this Deed until the Reassignment Date, TFPL shall: (a) Preservation of Receivables. Take all necessary and commercially reasonable actions to preserve, protect, maintain, and enforce the validity, enforceability, perfection, and collectability of the Assigned Re

Section 4.2 — Negative Covenants (Restrictions on the Assignor) TFPL hereby covenants and undertakes with the Security Agent (for the benefit of the Secured Parties) that, from the date of this Deed until the Reassignment Date, TFPL shall not, without the prior written consent of the Security Agent (acting on the instructions of the Trustee in accordance with the Indenture and the Intercreditor Agreement): (a) amend,

Section 4.3 — Collection of Receivables Prior to Enforcement Prior to the occurrence of an Enforcement Event: (a) TFPL shall be entitled to receive, retain, and apply all payments of principal, interest, and other amounts received from the Obligor Subsidiaries under the Intercompany Loans in the ordinary course of business, subject to compliance with the terms of the Indenture (including, without limitation, complian

Section 4.4 — Collection After Enforcement Event Upon and following the occurrence of an Enforcement Event: (a) The Security Agent shall have the sole and exclusive right and authority to demand, collect, receive, and give valid receipts and discharges for all amounts of whatsoever nature payable by any Obligor Subsidiary under or in connection with any Intercompany Loan. From and after the occurrence of an Enforceme

Section 4.5 — Notification to Obligor Subsidiaries (a) TFPL shall, promptly following the execution and delivery of this Deed (and in any event within five (5) Business Days thereof), deliver a Notice of Assignment substantially in the form set forth in Schedule 2 hereto (a "Notice of Assignment") to each Obligor Subsidiary, notifying each Obligor Subsidiary of the assignment of the relevant Intercompany Loan to the

Section 5.1 — Enforcement Rights (a) Upon the occurrence of an Enforcement Event, the Security Agent shall be entitled (but not obligated, subject to Section 5.4) to exercise all rights, powers, and remedies available to it under this Deed, the Indenture, the Intercreditor Agreement, and applicable law in respect of the Assigned Receivables, including, without limitation, all rights and remedies of a secured creditor

Section 5.2 — Application of Proceeds (a) All proceeds realized from the enforcement of the security created by this Deed, including, without limitation, all amounts received from the Obligor Subsidiaries, all proceeds of sale of the Assigned Receivables, and all other amounts recovered by the Security Agent, shall be held by the Security Agent and applied in accordance with the waterfall provisions set forth in the

Section 5.3 — Power of Attorney (a) TFPL hereby irrevocably and unconditionally appoints the Security Agent as its true and lawful attorney-in-fact, with full power and authority, acting in the name and on behalf of TFPL, upon the occurrence of an Enforcement Event, to do all or any of the following: (i) execute any deed, document, instrument, notice, direction, consent, waiver, amendment, or other writing in the nam

Section 5.4 — No Duty to Enforce (a) The Security Agent shall have no obligation to enforce or realize the security created by this Deed, or to take any other action in connection with the Assigned Receivables, unless and until it has been instructed to do so by the Trustee in accordance with the provisions of the Indenture and the Intercreditor Agreement. (b) The Security Agent shall not be liable to the Assignor, a

Section 6.1 — Reassignment on Discharge (a) Upon the Reassignment Date (being the date on which all Secured Obligations have been irrevocably and unconditionally paid and discharged in full and no commitment, obligation, or liability remains outstanding under the Transaction Documents that could give rise to any further Secured Obligation), the Security Agent shall, at the request and cost of TFPL, reassign and retra

Section 6.2 — Partial Release (a) The Security Agent may, at the written direction of the Trustee (acting in accordance with the provisions of the Indenture and the Intercreditor Agreement), release any individual Intercompany Loan (and the corresponding Assigned Receivables) from the assignment and security created by this Deed in connection with a permitted asset sale or other transaction expressly permitted by the

ARTICLE 7 — SECURITY AGENT PROVISIONS

Section 7.1 — Appointment and Role (a) Atlas Collateral Agency Pte. Ltd. (UEN 200115678R), a company incorporated under the laws of the Republic of Singapore, with its registered office at 80 Robinson Road, #02-00, Singapore 068898, has been appointed to act, and hereby agrees to act, as Security Agent for and on behalf of the Secured Parties under this Deed, the Indenture, and the Intercreditor Agreement, upon the t

Section 7.2 — Limitations on Liability (a) The Security Agent shall have no duties, obligations, or responsibilities other than those expressly set forth in this Deed, the Indenture, and the Intercreditor Agreement, and no implied duties or obligations shall be read into this Deed. (b) The Security Agent may rely upon and shall be entitled to accept and act upon any certificate, notice, opinion, report, instruction,

Section 7.3 — Fees and Expenses (a) The Assignor shall pay to the Security Agent all fees and expenses agreed to be payable by the Assignor to the Security Agent in connection with this Deed and the other Security Documents, as set forth in the fee letter dated [●], 2022 between the Assignor and the Security Agent (the "Fee Letter"), including: (i) an acceptance fee of $20,000 (twenty thousand United States Dollars),

Section 7.4 — Resignation and Replacement (a) The Security Agent may resign from its appointment under this Deed by giving not less than thirty (30) days' prior written notice to the Assignor and the Trustee, provided that such resignation shall not take effect until a successor Security Agent has been appointed by the Trustee in accordance with the terms of the Indenture and the Intercreditor Agreement and has accep

Section 7.5 — Instructions from Trustee (a) The Security Agent shall act in accordance with the lawful instructions of the Trustee as provided in, and subject to the terms and conditions of, the Indenture and the Intercreditor Agreement. The Trustee shall give instructions to the Security Agent in accordance with the terms of the Indenture and, where required, upon the direction of holders of the requisite percentage

Section 8.1 — Notices (a) All notices, demands, requests, consents, directions, instructions, and other communications required or permitted to be given under this Deed shall be in writing and shall be delivered by hand, sent by internationally recognized courier service, or sent by registered mail (with postage prepaid and return receipt requested) to the relevant party at the address set forth below (or at such oth

Section 8.2 — Governing Law This Deed and any non-contractual obligations arising out of or in connection with this Deed shall be governed by, and construed in accordance with, the laws of the Republic of Singapore.

Section 8.3 — Jurisdiction (a) Each Party hereby irrevocably submits to the non-exclusive jurisdiction of the courts of the Republic of Singapore for the purpose of hearing and determining any suit, action, or proceeding, and for the purpose of enforcing any judgment, arising out of or in connection with this Deed (including any dispute relating to the existence, validity, or termination of this Deed or relating to a

Section 8.4 — Severability If any provision of this Deed (or any part thereof) is or becomes illegal, invalid, void, voidable, or unenforceable under the law of any jurisdiction, such illegality, invalidity, or unenforceability shall not affect: (a) the legality, validity, or enforceability of the remaining provisions of this Deed; or (b) the legality, validity, or enforceability of such provision under the law of an