Contract analysis

1. Litigation Hold Remains in Full Force and Effect. The Document Preservation and Litigation Hold directive issued by C&H and distributed by your office on July 5, 2022 (the "Hold") remains in full force and effect during the Dormancy Period. The suspension of active investigative work does not alter, diminish, or in any way relieve the Company or any of its subsidiaries, affiliates, directors, officers, employees,

2. Expediting-Fee Payments to Goldenshore. We take this opportunity to strongly reiterate our recommendation, first set forth in the Interim Status Memorandum of September 12, 2022, that TWA immediately suspend all "expediting fee" payments to Goldenshore Maritime Consultants Ltd. during the pendency of this review, including during the Dormancy Period. This recommendation is based upon our preliminary assessment tha

3. SEC Whistleblower Tip. We remind the Company that the SEC whistleblower tip bearing TCR No. 2022-WB-08341, filed on or about May 15, 2022, remains pending with the SEC's Office of the Whistleblower. The existence of this tip, which to our understanding alleges FCPA violations in connection with TWA's operations in West Africa, introduces a dimension of urgency and unpredictability that the Company should not disre

4. Voluntary Self-Disclosure. We have previously discussed with you and with Mr. Fitsakis the potential benefits and risks of making a voluntary self-disclosure ("VSD") to the DOJ and/or SEC. We reiterate those considerations here in light of the Dormancy Period. The DOJ's revised Corporate Enforcement Policy (originally codified at U.S. Attorneys' Manual § 9-47.120, updated in June 2020, and further revised in Janua

5. Credit Facility Considerations. We draw the Company's attention to certain provisions of the Credit Agreement dated January 15, 2020 (as amended, the "Credit Agreement"), by and among Thalassa Shipping & Logistics SA, as Borrower, Meridian Atlantic Bank NA, as Administrative Agent, and the lenders party thereto, providing for a $120 million senior secured revolving credit facility with a maturity date of January 1

Section 5.18 of the Credit Agreement contains anti-corruption representations and warranties pursuant to which TSL represents that neither it nor any of its subsidiaries, nor any director, officer, employee, or, to the Company's knowledge, agent of the Company or any of its subsidiaries, has taken any action, directly or indirectly, that would result in a violation of the FCPA, the U.K. Bribery Act 2010, or any other

6. Reactivation. Calderwood & Harkness is prepared to reactivate this matter promptly upon: (i) the Company's completion and delivery to C&H of the outstanding document production described in the Interim Status Memorandum of September 12, 2022; and (ii) the Company's written authorization to proceed with the next phases of the internal review. We understand that both conditions are within the Company's control and t