Contract analysis

Section 1 — Promise to Pay Thalassa Shipping & Logistics SA, a société anonyme organized and existing under the laws of the Hellenic Republic ("TSL"), having its registered office at 42 Akti Miaouli, Piraeus 185 35, Greece, Greek General Commercial Registry (Geniko Emporiko Mitroo or "GEMI") No. 148276201000, and Thalassa Finance Pte. Ltd., a private company limited by shares incorporated under the laws of the Republ

Section 2 — Method of Payment Payments of principal of, premium (if any) on, and interest on this Global Note shall be made by wire transfer of immediately available funds in United States dollars to the account of the Depositary or its nominee, as the registered Holder of this Global Note, in accordance with the Applicable Procedures of the Depositary and the provisions of the Indenture. So long as this Note remains

Section 3 — Indenture; Defined Terms This Note is one of a duly authorized issue of notes of the Co-Issuers designated as the "8.750% Senior Secured Notes due 2029" (the "Notes"), limited in aggregate principal amount to U.S.$400,000,000 (except as otherwise provided in the Indenture with respect to the issuance of Additional Notes), issued under and pursuant to an Indenture dated as of October 15, 2022 (as it may fr

Section 4 — Guarantees The obligations of the Co-Issuers under the Notes and the Indenture, including the obligations to pay the principal of, premium (if any) on, and interest on this Note, are jointly and severally guaranteed on a senior secured basis by each of the following entities (collectively, the "Guarantor Subsidiaries"): (a) Thalassa Dry Bulk Operations Ltd., a limited liability company organized under the

Section 5 — Security The Notes and the Guarantees are secured by a first-priority security interest (subject to Permitted Liens) in the Collateral, as defined in the Indenture and the Security Documents. The Collateral includes, without limitation, the following: (a) Ship Mortgages. First-priority ship mortgages (statutory or preferred, as applicable under the laws of the relevant flag state) over twenty-eight (28) d

Section 6 — Optional Redemption The Notes are subject to optional redemption by the Co-Issuers as follows: Make-Whole Redemption (Prior to October 15, 2025). At any time and from time to time prior to October 15, 2025, the Co-Issuers may redeem all or any part of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus the Applicable Premium (as defined below), plus accr

Section 7 — Mandatory Redemption; Offers to Purchase Change of Control Offer. Upon the occurrence of a Change of Control (as defined in the Indenture), the Co-Issuers shall be required to make an offer (a "Change of Control Offer") to repurchase all outstanding Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding

Section 8 — Denominations; Transfer; Exchange This Note is issuable only in registered form, without coupons, in minimum denominations of U.S.$200,000 (Two Hundred Thousand United States Dollars) and integral multiples of U.S.$1,000 (One Thousand United States Dollars) in excess thereof. No service charge shall be made for any registration of transfer or exchange of this Note, but the Co-Issuers or the Trustee may re

Section 9 — Ranking The Notes constitute senior secured obligations of each Co-Issuer. The Notes rank: (a) senior in right of payment to all existing and future Indebtedness of the Co-Issuers that is expressly subordinated in right of payment to the Notes; (b) pari passu in right of payment with all existing and future senior Indebtedness of the Co-Issuers (including, without limitation, any obligations of the Co-Iss

Section 10 — Covenants (Summary Reference) Reference is hereby made to the Indenture for the full and complete text of all covenants applicable to the Co-Issuers, the Guarantors, and the Holders. The following is a summary description of certain covenants contained in the Indenture and is qualified in its entirety by reference to the Indenture: (a) Incurrence of Indebtedness. The Co-Issuers shall not, and shall not p

Section 11 — Events of Default and Remedies Reference is hereby made to Article VI of the Indenture for the full and complete list of Events of Default and the rights, remedies, and obligations of the Trustee, the Security Agent, and the Holders upon the occurrence and during the continuance of an Event of Default. Events of Default under the Indenture include, among others: (a) failure to pay principal of or premium

Section 12 — Trustee Dealings with the Co-Issuers Marlowe Asset Management Trust Company of Singapore Pte. Ltd., the Trustee under the Indenture, in its individual capacity or in any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Co-Issuers, the Guarantors, or any Affiliate of the Co-Issuers or the Guarantors with the same rights as it would have if it were not Trustee. Any A

Section 13 — No Recourse Against Others No past, present, or future director, officer, employee, incorporator, member, partner, stockholder, or controlling person of either Co-Issuer or any Guarantor, in his or her capacity as such, shall have any liability for any obligations of the Co-Issuers or the Guarantors under the Notes, the Indenture, or the Guarantees, or for any claim based on, in respect of, or by reason

Section 14 — Authentication This Note shall not be valid or obligatory for any purpose until the certificate of authentication hereon has been manually executed (or executed by facsimile) by an authorized signatory of the Trustee, Marlowe Asset Management Trust Company of Singapore Pte. Ltd., or an authenticating agent appointed by the Trustee in accordance with Section 2.02 of the Indenture. The authentication by th

Section 15 — Global Note Legend The following legend shall appear on the face of this Global Note: "THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERS

Section 16 — Governing Law This Note and any non-contractual obligations arising out of or in connection with this Note shall be governed by, and construed in accordance with, the laws of the Republic of Singapore, without regard to conflicts of law principles thereof that would require the application of the laws of any other jurisdiction. Each of the Co-Issuers and, by its acceptance of this Note, each Holder irrev

Section 17 — Agents The initial Paying Agent and Transfer Agent for the Notes is: Marlowe Asset Management Trust Company of Singapore Pte. Ltd. 80 Robinson Road, #02-00 Singapore 068898 UEN 199804782D The Co-Issuers may from time to time appoint one or more additional Paying Agents or Transfer Agents, or substitute any Paying Agent or Transfer Agent, in accordance with the provisions of the Indenture; provided that t