Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the following meanings: "Additional Interest" means the liquidated damages payable by the Co-Issuers upon the occurrence and during the continuation of a Registration Default, as set forth in Section 3.2 of this Agreement. "Applicable Procedures" means, with respect to any exchange or transfer of Notes, the rules and operational proce

Section 1.2 — Rules of Construction (a) Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing a gender include every gender, and references to a Person include its successors and permitted assigns. (b) References herein to the Indenture, the Purchase Agreement, and any other transaction document shall be to such documents in their near-final form as of

ARTICLE 2 — REGISTRATION OBLIGATIONS

Section 2.1 — Exchange Offer Registration

Section 2.1(a) — Filing Obligation The Co-Issuers shall, at their sole cost and expense, use commercially reasonable efforts to prepare and file with the SEC an Exchange Offer Registration Statement on Form F-4 (or such other applicable form as may be available to the Co-Issuers under the Securities Act) with respect to an offer to exchange the Initial Notes for Exchange Notes within two hundred seventy (270) days af

Section 2.1(b) — Effectiveness and Consummation The Co-Issuers shall use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective by the SEC as soon as practicable after the filing thereof. The Co-Issuers shall respond promptly to any comments received from the SEC staff with respect to the Exchange Offer Registration Statement and shall use commercially reasonable e

Section 2.1(c) — Conditions to Exchange Offer The Exchange Offer shall not be subject to any conditions other than the following: (i) The Exchange Offer Registration Statement shall have been declared effective by the SEC and shall remain effective at the time of the consummation of the Exchange Offer; (ii) No stop order suspending the effectiveness of the Exchange Offer Registration Statement shall have been issued

Section 2.1(d) — Participating Broker-Dealers Each Participating Broker-Dealer that receives Exchange Notes for Initial Notes in the Exchange Offer shall be permitted to use the Prospectus contained in the Exchange Offer Registration Statement in connection with the offer and sale of such Exchange Notes received in exchange for Initial Notes, where such Initial Notes were acquired by such Participating Broker-Dealer

Section 2.1(e) — Private Exchange If any Holder of Initial Notes is not permitted by applicable law or SEC policy to participate in the Exchange Offer, or if any Holder of Initial Notes that participates in the Exchange Offer would not receive freely tradeable Exchange Notes in exchange therefor (in each case, upon the advice of counsel to such Holder), the Co-Issuers shall, at the request of such Holder and substant

Section 2.2 — Shelf Registration

Section 2.2(a) — Trigger Events for Shelf Registration The Co-Issuers shall prepare and file with the SEC a registration statement on Form F-1 (or such other applicable form as may be available to the Co-Issuers under the Securities Act) for the registration of Registrable Securities for resale by the Holders thereof (a "Shelf Registration Statement") if any of the following events shall occur: (i) The Co-Issuers are

Section 2.2(b) — Filing and Effectiveness If the Co-Issuers are required to file a Shelf Registration Statement pursuant to Section 2.2(a), the Co-Issuers shall file such Shelf Registration Statement with the SEC within sixty (60) days after the date on which the obligation to file the Shelf Registration Statement first arises under Section 2.2(a). The Co-Issuers shall use commercially reasonable efforts to cause the

Section 2.2(c) — Shelf Procedures In connection with any Shelf Registration Statement, the Co-Issuers shall: (i) cooperate with any selling Holders in connection with any underwritten offering of Registrable Securities off the Shelf Registration Statement, including entering into customary underwriting agreements, providing officers' certificates and customary closing conditions, and making management available for d

Section 2.3 — General Registration Procedures In connection with the filing and effectiveness of any Registration Statement under this Agreement, the Co-Issuers shall comply with the following procedures:

Section 2.3(a) — SEC Filings and Cooperation The Co-Issuers shall prepare and file with the SEC all documents, amendments, supplements, and post-effective amendments required to be filed in connection with any Registration Statement under the Securities Act and the rules and regulations promulgated thereunder. The Co-Issuers shall include in each Registration Statement all information, financial statements, exhibits,

Section 2.3(b) — Notification Requirements The Co-Issuers shall promptly notify each Holder of Registrable Securities, the Initial Purchasers, and the Trustee (Marlowe Asset Management Trust Company of Singapore Pte. Ltd., attention: Richard Tan, Vice President, Corporate Trust, 80 Robinson Road, #02-00, Singapore 068898) of the following events: (i) the filing of any Registration Statement or any amendment or supple

Section 2.3(c) — Furnishing of Documents The Co-Issuers shall furnish to each Holder of Registrable Securities, the Initial Purchasers, and their respective counsel, without charge, a reasonable number of copies of the Registration Statement (including all exhibits filed therewith), each amendment thereto, the Prospectus (including each preliminary prospectus), each supplement to the Prospectus, and such other docume

Section 2.3(d) — Blue Sky Compliance The Co-Issuers shall use commercially reasonable efforts to register or qualify the Exchange Notes or the Initial Notes, as applicable, for offer and sale under the securities or "blue sky" laws of such jurisdictions within the United States as the Initial Purchasers may reasonably request in writing and shall use commercially reasonable efforts to maintain each such registration

Section 2.3(e) — Comfort Letters The Co-Issuers shall use commercially reasonable efforts to obtain from their independent auditor, Kestrel & White Chartered Accountants (contact: Georgios Papadimitriou, Partner, 22 Kifisias Avenue, Marousi 151 25, Athens, Greece), "cold comfort" letters and updates thereof, in each case addressed to the Initial Purchasers, in customary form and covering such matters of the type cust

Section 2.3(f) — Legal Opinions The Co-Issuers shall furnish (or cause to be furnished) customary legal opinions in connection with the Exchange Offer or any offering under a Shelf Registration Statement from the following counsel: (i) Calderwood & Harkness LLP (Robert Adeyemi, Partner, 125 Broad Street, New York, NY 10004) — with respect to Singapore law matters and U.S. securities law matters; (ii) Delphi & Karidis

Section 2.3(g) — Listing The Co-Issuers shall use commercially reasonable efforts to list the Exchange Notes on the SGX-ST, to the extent the Initial Notes were listed thereon prior to the Exchange Offer, or to the extent required by the Indenture. In the event that listing on the SGX-ST is not available or practicable, the Co-Issuers shall use commercially reasonable efforts to obtain an alternative listing on anoth

Section 2.3(h) — Trustee and Paying Agent Cooperation The Co-Issuers shall cooperate with the Trustee (Marlowe Asset Management Trust Company of Singapore Pte. Ltd.) and the Paying Agent to facilitate the timely exchange and transfer of Notes through DTC, Thackeray Partners LLC, and Ashgrove Enterprises in accordance with the Applicable Procedures. The Co-Issuers shall take all actions reasonably necessary to facilit

Section 2.3(i) — CUSIP / ISIN Numbers The Co-Issuers shall provide CUSIP and ISIN numbers for the Exchange Notes prior to the consummation of the Exchange Offer and shall ensure that such CUSIP and ISIN numbers are printed on the Exchange Notes (or, in the case of book-entry Notes, reflected in the records of DTC, Thackeray Partners LLC, and Ashgrove Enterprises, as applicable). The Co-Issuers shall provide the Trust

Section 2.4 — Suspension Periods Notwithstanding anything to the contrary in this Article 2, the Co-Issuers shall be permitted to suspend the availability and use of the Prospectus included in the Shelf Registration Statement for a period (each, a "Suspension Period") not to exceed sixty (60) consecutive days or one hundred twenty (120) days in the aggregate in any twelve (12)-month period if: (i) the Board of Direct

ARTICLE 3 — REGISTRATION DEFAULTS AND ADDITIONAL INTEREST

Section 3.1 — Registration Default Events A "Registration Default" shall be deemed to have occurred if any of the following events occurs: (a) Neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the SEC on or prior to the applicable Filing Deadline (being two hundred seventy (270) days after the Closing Date, in the case of the Exchange Offer Registration Stateme

Section 3.2 — Additional Interest (a) Upon the occurrence and during the continuation of a Registration Default, the Co-Issuers shall pay Additional Interest on the Initial Notes (and, in the case of Private Exchange Notes, on such Private Exchange Notes) at a rate of 0.25% per annum of the aggregate principal amount of such Notes for the first ninety (90)-day period immediately following the date on which such Regis

Section 3.3 — Exclusive Remedy The payment of Additional Interest as set forth in this Article 3 shall be the sole and exclusive remedy of the Holders and the Initial Purchasers for any Registration Default, and no Holder or Initial Purchaser shall be entitled to any other remedy at law or in equity with respect to any Registration Default, including specific performance, injunctive relief, or any claim for damages i

ARTICLE 4 — HOLDER OBLIGATIONS AND COOPERATION

Section 4.1 — Holder Information Each Holder of Registrable Securities that desires to participate in the Exchange Offer or to sell Registrable Securities under a Shelf Registration Statement shall furnish to the Co-Issuers, in writing, such information as is reasonably required by the Co-Issuers for inclusion in the applicable Registration Statement or Prospectus, including without limitation: (a) the full legal nam

Section 4.2 — Holder Obligations in Connection with Exchange Offer Each Holder tendering Initial Notes in the Exchange Offer shall be required to represent and warrant, in the letter of transmittal or other tender documentation, that: (i) the Exchange Notes to be received by such Holder in the Exchange Offer are being acquired in the ordinary course of such Holder's business; (ii) at the time of the consummation of t

Section 4.3 — Compliance with Securities Laws Each Holder of Registrable Securities shall comply with all applicable provisions of the Securities Act, the Exchange Act, and the rules and regulations of the SEC in connection with the sale, transfer, or other disposition of Registrable Securities, whether pursuant to the Exchange Offer, a Shelf Registration Statement, Rule 144, or otherwise. No Holder shall sell, trans

ARTICLE 5 — INDEMNIFICATION AND CONTRIBUTION

Section 5.1 — Indemnification by the Co-Issuers and Guarantors The Co-Issuers and the Guarantors, jointly and severally, shall indemnify and hold harmless each Holder of Registrable Securities, each of the Initial Purchasers (Anchor Bay Securities LLC and Halcyon Partners International Ltd.), and their respective officers, directors, employees, agents, and each Person who controls (within the meaning of Section 15 of

Section 5.2 — Indemnification by Holders Each Holder of Registrable Securities that sells Registrable Securities pursuant to a Registration Statement shall, severally and not jointly, indemnify and hold harmless the Co-Issuers, the Guarantors, their respective directors (including without limitation Dimitrios Kallistratos, Elena Kallistratos-Pavlou, and all other members of the Board of Directors of Thalassa Shipping

Section 5.3 — Contribution If the indemnification provided for in Section 5.1 or Section 5.2 is unavailable to or insufficient to hold harmless an Indemnified Party in respect of any Losses referred to therein, then each indemnifying party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses in such proportion as is approp

Section 5.4 — Notification Each Indemnified Party shall promptly notify the indemnifying party in writing of any claim, action, suit, proceeding, or investigation for which indemnification is sought under Section 5.1 or Section 5.2 (a "Claim Notice"); provided, however, that the failure to provide prompt notification shall not relieve the indemnifying party of its obligations under Section 5.1 or Section 5.2 except t

Section 5.5 — Survival The indemnification and contribution obligations of the parties under this Article 5 shall survive the completion of the Exchange Offer, the effectiveness of a Shelf Registration Statement, and any termination of this Agreement, and shall remain in full force and effect regardless of any investigation made by or o