Contract analysis

1. THALASSA SHIPPING & LOGISTICS SA, a Société Anonyme organized and existing under the laws of the Hellenic Republic (Greek GEMI No. 148276201000), having its registered office at 42 Akti Miaouli, Piraeus 185 35, Greece (hereinafter referred to as "TSL" or the "Pledgor"); and

2. ATLAS COLLATERAL AGENCY PTE. LTD., a private company limited by shares incorporated under the laws of the Republic of Singapore (UEN 200115678R), having its registered office at 80 Robinson Road, #02-00, Singapore 068898 (hereinafter referred to as "ACA" or the "Security Agent"), acting for and on behalf of itself and the Secured Parties (as defined herein). Each of the Pledgor and the Security Agent is referred t

ARTICLE 1 — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture. "ACRA" means the Accounting and Corporate Regulatory Authority of Singapore. "Agreement" means this Share Pledge Agreement, including all Schedules and Annexes

Section 1.2 — Interpretation In this Agreement, unless the context otherwise requires: (a) headings and sub-headings are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement; (b) references to this "Agreement," the "Indenture," or any other document include such document as amended, restated, supplemented, novated, or otherwise modified from time to time

Section 1.3 — Inconsistency with Intercreditor Agreement In the event of any inconsistency or conflict between the provisions of this Agreement and the provisions of the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall prevail to the extent of such inconsistency or conflict, and the Parties shall be bound by the terms of the Intercreditor Agreement in relation to such matters. The Pledgor

ARTICLE 2 — PLEDGE AND SECURITY INTEREST

Section 2.1 — Grant of Pledge As continuing security for the due and punctual payment and performance of all Secured Obligations, the Pledgor hereby irrevocably and unconditionally: (a) pledges; (b) assigns by way of security; and (c) grants a first-priority security interest in and over, all of its right, title, and interest in and to the Pledged Property (being 100% of the issued shares in TFPL, together with all R

Section 2.2 — Scope of Pledged Property The Pledged Property subject to the pledge and security interest created by this Agreement includes, without limitation, the following: (a) all ordinary shares of TFPL, currently [●] ordinary shares of par value S$[●] per share, representing 100% of the issued and paid-up share capital of TFPL; (b) all dividends, whether in cash, shares, or in kind, declared or paid on or in re

Section 2.3 — Continuing Security The pledge and security interest created by this Agreement constitutes continuing security for the Secured Obligations and shall not be satisfied, discharged, or otherwise affected by any intermediate payment or satisfaction of any part of the Secured Obligations. The pledge shall remain in full force and effect until all Secured Obligations have been irrevocably and unconditionally

Section 2.4 — No Obligation to Advance Nothing in this Agreement shall be construed as obligating the Security Agent, the Trustee, or any Secured Party to make any advance, extend any credit, or provide any financial accommodation to the Pledgor, the Company, or any other person. The obligations of the Pledgor under this Agreement are independent of, and are not conditional upon, any obligation of any Secured Party.

ARTICLE 3 — PERFECTION OF SECURITY

Section 3.1 — Delivery of Share Certificates The Pledgor shall, on or prior to the Closing Date (originally targeted as October 15, 2022), deliver to the Security Agent (or to such custodian or nominee as the Security Agent may designate in writing) the following: (a) the original share certificates (or equivalent documents of title) representing all of the Pledged Shares, duly endorsed in blank or accompanied by dul

Section 3.2 — Registration The Pledgor shall, promptly following the execution of this Agreement and in any event on or prior to the Closing Date, procure that: (a) TFPL's register of members contains a clear and conspicuous notation of the pledge and security interest created by this Agreement over the Pledged Shares, such notation to be in form and substance satisfactory to the Security Agent; (b) any filings, regi

Section 3.3 — Further Assurance — Share Transfers Without limiting the generality of Section 3.1, the Pledgor shall deliver to the Security Agent duly executed blank share transfer instruments in the form prescribed under TFPL's constitution and applicable Singapore law, in such number as the Security Agent may reasonably require, sufficient to enable the Security Agent (or its nominee) to effect a valid transfer of

Section 3.4 — After-Acquired Shares If the Pledgor acquires, receives, or otherwise becomes the holder of any additional shares in TFPL at any time while this Agreement remains in effect (whether by way of bonus issue, rights issue, stock split, consolidation, reclassification, new subscription, or otherwise): (a) such additional shares shall automatically and without further act become part of the Pledged Shares and

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF THE PLEDGOR The Pledgor makes the representations and warranties set forth in this Article 4 to the Security Agent (for and on behalf of itself and the Secured Parties) as of the date of this Agreement and as of the Closing Date (and, where indicated, on a continuing basis).

Section 4.1 — Organization and Standing TSL is a Société Anonyme duly organized, validly existing, and in good standing under the laws of the Hellenic Republic, registered with the General Commercial Registry of Greece under GEMI No. 148276201000. TSL has full corporate power and authority to own, hold, and dispose of the Pledged Shares and to enter into, deliver, and perform its obligations under this Agreement and

Section 4.2 — Authorization The execution, delivery, and performance of this Agreement and each other Transaction Document to which the Pledgor is a party have been duly authorized by all necessary corporate action on the part of TSL, including all requisite resolutions of the Board of Directors of TSL. No shareholder approval or other corporate authorization beyond that which has been obtained (or will be obtained p

Section 4.3 — Title to Pledged Shares TSL is the sole legal and beneficial owner of 100% of the issued and paid-up share capital of TFPL, being [●] ordinary shares of par value S$[●] each. All of the Pledged Shares have been validly issued, are fully paid and non-assessable, and are free and clear of all liens, pledges, charges, encumbrances, security interests, equities, claims, options, rights of first refusal, pre

Section 4.4 — No Conflicts The execution, delivery, and performance by the Pledgor of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (a) violate, conflict with, or result in a breach of any provision of the articles of association or other constituent documents of TSL or the constitution or other constituent documents of TFPL; (b) violate, conflict with, or result in

Section 4.5 — Enforceability This Agreement constitutes (or, upon due execution and delivery, will constitute) the legal, valid, binding, and enforceable obligations of the Pledgor, enforceable against the Pledgor in accordance with its terms under the laws of the Republic of Singapore, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general application affecting th

Section 4.6 — Consents and Approvals All consents, approvals, authorizations, orders, filings, registrations, declarations, and notifications of or with any governmental authority, court, regulatory body, or other person that are required in connection with the execution, delivery, and performance by the Pledgor of this Agreement, and the creation, perfection, and enforcement of the security interest created hereby,

Section 4.7 — No Litigation No litigation, arbitration, administrative, or other legal proceeding or investigation is pending or, to the Pledgor's knowledge after due inquiry, threatened against the Pledgor, TFPL, or any of their respective assets, properties, or revenues, which could reasonably be expected to (a) materially and adversely affect the Pledgor's ability to perform its obligations under this Agreement; (

Section 4.8 — TFPL — Company Information The Pledgor represents and warrants that: (a) TFPL is a private company limited by shares duly incorporated and validly existing under the laws of the Republic of Singapore, registered with ACRA under UEN 202209345K; (b) the registered office of TFPL is at 8 Marina Boulevard, #36-02, Marina Bay Financial Centre Tower 1, Singapore 018981; (c) the sole director of TFPL is Marina

Section 4.9 — No Pre-Emption Rights There are no outstanding pre-emptive rights, options, warrants, conversion rights, exchange rights, subscription rights, rights of first refusal, put or call rights, or other agreements, commitments, arrangements, or understandings of any kind (whether conditional or unconditional) obligating TFPL to issue, sell, transfer, repurchase, redeem, or otherwise dispose of any shares, sec

Section 4.10 — Accuracy of Information All information provided by the Pledgor or on behalf of the Pledgor to the Security Agent in connection with this Agreement, the other Security Documents, and the other Transaction Documents, including without limitation any information relating to TFPL, the Pledged Shares, and the assets and liabilities of TFPL, is true, complete, and accurate in all material respects as of the

ARTICLE 5 — COVENANTS OF THE PLEDGOR The Pledgor covenants and agrees with the Security Agent (for and on behalf of itself and the Secured Parties) as follows, and such covenants shall remain in full force and effect until all Secured Obligations have been irrevocably and unconditionally paid, performed, and discharged in full:

Section 5.1 — Preservation of Pledged Shares The Pledgor shall not, without the prior written consent of the Security Agent (acting in accordance with the Intercreditor Agreement and the instructions of the Trustee or the requisite holders): (a) sell, transfer, assign, convey, pledge, hypothecate, encumber, or otherwise dispose of any Pledged Shares or any interest therein; (b) create or permit to subsist any lien, p

Section 5.2 — No Amendment to TFPL Constitution The Pledgor shall not, without the prior written consent of the Security Agent, amend, vary, supplement, revoke, modify, or waive any provision of TFPL's constitution (memorandum and articles of association) or any resolution of TFPL's shareholders or directors, in each case to the extent that such amendment, variation, supplement, revocation, modification, or waiver co

Section 5.3 — No Dilution The Pledgor shall not permit, authorize, or cause TFPL to issue, allot, or grant any additional shares, securities, convertible securities, equity-linked instruments, options, warrants, or other rights to subscribe for or acquire shares or equity interests in TFPL to any person other than the Pledgor, without the prior written consent of the Security Agent. If any additional shares in TFPL a

Section 5.4 — Corporate Existence of TFPL The Pledgor shall procure that TFPL: (a) maintains its corporate existence in good standing under the laws of the Republic of Singapore and remains duly registered with ACRA; (b) maintains its registration at its current registered office address (or at such other address in Singapore as may be notified to the Security Agent in writing in advance); (c) does not merge with or

Section 5.5 — Compliance with Laws The Pledgor shall comply, and shall procure that TFPL complies, with all applicable laws, statutes, regulations, rules, ordinances, codes, orders, judgments, injunctions, and decrees of any governmental authority in all material respects, including without limitation the Companies Act 1967 of Singapore (as amended), the Securities and Futures Act 2001 of Singapore (as amended), and

Section 5.6 — Information and Access The Pledgor shall: (a) promptly (and in any event within five (5) Business Days) notify the Security Agent in writing of any event, circumstance, or condition that could reasonably be expected to materially and adversely affect: (i) the value of the Pledged Shares; (ii) the enforceability or priority of the security interest created by this Agreement; or (iii) the Pledgor's abilit

Section 5.7 — Dividends and Distributions (a) Prior to the occurrence of an Enforcement Event: The Pledgor shall be entitled to receive all dividends, distributions, returns of capital, and other payments declared and paid on or in respect of the Pledged Shares, subject in each case to compliance with the Indenture's restricted payments covenant, including the restricted payments basket (being the greater of $30,000,

Section 5.8 — Voting Rights (a) Prior to the occurrence of an Enforcement Event: The Pledgor shall be entitled to exercise all voting rights attached to the Pledged Shares, provided that the Pledgor shall not exercise any such voting right in a manner that would be inconsistent with, or prejudicial to, the terms or provisions of this Agreement, the Indenture, the Intercreditor Agreement, or any other Transaction Docu

Section 5.9 — Further Assurance The Pledgor shall, at its own cost and expense, promptly execute and deliver all such further documents, instruments, agreements, and assurances, and take all such further action, as the Security Agent may from time to time reasonably require to: (a) create, perfect, protect, preserve, maintain, or enforce the security interest created by this Agreement; (b) enable the Security Agent t

Section 5.10 — Notification of Adverse Claims The Pledgor shall immediately (and in any event within two (2) Business Days) notify the Security Agent in writing if the Pledgor becomes aware of any claim, interest, encumbrance, attachment, execution, levy, lien, or adverse claim of any kind asserted or threatened by any third party over or in respect of any of the Pledged Shares or any of the assets of TFPL. The Pledg

Section 5.11 — Taxes and Stamp Duty The Pledgor shall promptly pay, or procure the payment of, all stamp duties, registration fees, documentary taxes, transfer taxes, and other taxes, duties, levies, charges, and impositions of any kind payable in connection with this Agreement and the transactions contemplated hereby, including without limitation any stamp duty payable under the Stamp Duties Act 1929 of Singapore (a

Section 6.1 — Enforcement Event The Security Agent may enforce the pledge and security interest created by this Agreement at any time after the occurrence and during the continuance of an Enforcement Event (as defined in the Indenture, being an "Event of Default" under Section 6.01 thereof). For the avoidance of doubt, the Security Agent shall act in accordance with the provisions of the Intercreditor Agreement when

Section 6.2 — Remedies Upon the occurrence and during the continuance of an Enforcement Event, the Security Agent may, without further notice to or demand upon the Pledgor (except as may be required by applicable mandatory provisions of Singapore law that cannot be waived or varied by contract), exercise any or all of the following rights and remedies: (a) Transfer of Pledged Shares. Transfer, or cause to be transfer

Section 6.3 — Sale of Pledged Shares The Security Agent may sell all or any of the Pledged Shares at any price that is commercially reasonable having regard to the circumstances at the time of sale, and on any terms that the Security Agent in its sole discretion considers commercially reasonable, including without limitation a sale by private treaty without advertising, a sale to a related party or affiliated entity

Section 6.4 — Application of Proceeds All proceeds of any enforcement, realization, or other disposition of the Pledged Property pursuant to this Article 6 shall be applied by the Security Agent in accordance with the waterfall provisions set forth in the Intercreditor Agreement, which generally provide for application in the following order of priority: (a) first, in payment of all costs, charges, and expenses incur

Section 6.5 — No Duty to Exercise The Security Agent shall not be under any obligation or duty to exercise any right, power, or remedy conferred upon it by this Agreement, and shall not be liable to the Pledgor, TFPL, or any other person for any failure or delay in exercising any such right, power, or remedy, or for any loss or damage arising from any such failure or delay. No single or partial exercise of any right,

Section 6.6 — Remedies Cumulative The rights, powers, and remedies of the Security Agent under this Agreement are cumulative and not exclusive of, and shall not prejudice or be prejudiced by, any other rights, powers, or remedies available to the Security Agent or any Secured Party under Singapore law, in equity, under the Indenture, the Intercreditor Agreement, or any other Transaction Document, or otherwise. The Se

Section 6.7 — Power of Attorney The Pledgor hereby irrevocably and unconditionally appoints the Security Agent as its true and lawful attorney-in-fact, with full power of substitution and delegation, coupled with a security interest, to do and execute, upon the occurrence and during the continuance of an Enforcement Event, all or any of the following acts, deeds, and things in the name of and on behalf of the Pledgor

ARTICLE 7 — SECURITY AGENT PROVISIONS

Section 7.1 — Appointment and Authority The Security Agent acts under this Agreement for and on behalf of the Secured Parties, pursuant to and in accordance with the terms of its appointment as set forth in the Indenture and the Intercreditor Agreement. The Security Agent has been duly appointed as security agent and collateral agent for the Secured Parties and has agreed to accept such appointment and to hold the be

Section 7.2 — Exculpation The Security Agent shall not be liable to the Pledgor, TFPL, or any other person for any act or omission in the performance of its duties and obligations under this Agreement, except in the case of the Security Agent's own gross negligence, willful misconduct, or fraud. Without limiting the generality of the foregoing, the Security Agent shall not be liable for: (a) any loss arising from any

Section 7.3 — Reliance The Security Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, certificate, resolution, statement, instrument, opinion, report, direction, instruction, or other document or communication that the Security Agent believes in good faith to be genuine and to have been signed, given, made, or sent by or on behalf of the appropriate party or parties. The Secur

Section 7.4 — Resignation and Removal (a) Resignation. The Security Agent may resign from its appointment under this Agreement by giving not less than thirty (30) days' prior written notice to the Pledgor and the Trustee, provided that such resignation shall not be effective until a successor Security Agent has been appointed in accordance with the Indenture and has accepted such appointment. Upon the effective date