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GARRISON TRUST COMPANY 100 Wall Street, 16th Floor New York, New York 10005 Telephone: (212) 554-7800 Facsimile: (212) 554-7801

March 20, 2023

Thalassa Shipping & Logistics Société Anonyme 42 Akti Miaouli Piraeus 18538, Greece

Attention: Georgios Andreadis, Chief Executive Officer

Irini Dalakoura, Chief Financial Officer

With copies to:

Thalassa Americas Inc. 1400 McKinney Street, Suite 2200 Houston, Texas 77010

Attention: Marcus Hale, President

Calderwood & Harkness LLP 780 Third Avenue New York, New York 10017

Attention: Nathaniel Bower, Esq.

Ashford, Brightmoor Group & McKay PC 299 Park Avenue, 18th Floor New York, New York 10171

Attention: Carolyn Brightmoor Group, Esq.

Re: Consent and Waiver with Respect to Event of Default Under the Indenture Dated as of March 1, 2020, Between Thalassa Shipping & Logistics Société Anonyme (the "Issuer") and Garrison Trust Company (the "Trustee"), Governing the 8.25% Senior Unsecured Notes Due 2025 (CUSIP 87265BAB5) (the "Indenture")

Ladies and Gentlemen:

Reference is hereby made to the Indenture dated as of March 1, 2020 (as amended, supplemented, or otherwise modified from time to time, the "Indenture"), between Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized and existing under the laws of the Hellenic Republic ("TSL" or the "Issuer"), and Garrison Trust Company, a trust company organized under the laws of the State of New York (the "Trustee"), governing the issuance and terms of the Issuer's $50,000,000 aggregate principal amount of 8.25% Senior Unsecured Notes due March 1, 2025 (CUSIP: 87265BAB5) (the "Notes"). Interest on the Notes is payable semi-annually in arrears on June 1 and December 1 of each year, as set forth in Section 2.03 of the Indenture.

This letter sets forth the terms upon which the Trustee, acting at the direction of holders of the Notes representing the requisite percentage of outstanding principal as required under the Indenture, hereby consents to and provides a conditional waiver of the Specified Event of Default (as defined below), subject to the conditions and limitations described herein.

Section 1: Recitals and Background

1.1 Reference to the Indenture

The Trustee and the Issuer entered into the Indenture as of March 1, 2020, pursuant to which the Issuer issued $50,000,000 in aggregate principal amount of its 8.25% Senior Unsecured Notes due March 1, 2025. The Notes bear interest at a rate of 8.25% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2020, to the holders of record as of the close of business on the fifteenth (15th) calendar day immediately preceding each such interest payment date. Each semi-annual interest payment on the Notes in the amount of $2,062,500 (calculated as $50,000,000 multiplied by 8.25% per annum divided by two) represents one-half of the annual interest obligation of the Issuer on the Notes. The Notes are designated by CUSIP number 87265BAB5 and are represented by one or more global certificates deposited with The Depository Trust Company. The Indenture governs the rights and obligations of the Issuer, the Trustee, and the holders of the Notes with respect to all matters relating to the Notes, including, without limitation, the payment of principal and interest, events of default, remedies, and the discharge of obligations thereunder.

1.2 Identification of the Event of Default

On December 1, 2022, the Issuer failed to make the scheduled semi-annual interest payment on the Notes in the amount of $2,062,500 (such amount being calculated as $50,000,000 × 8.25% ÷ 2 = $2,062,500) (the "Missed Payment"). Pursuant to Section 6.01(a) of the Indenture, the failure of the Issuer to pay any installment of interest on any Note when such payment becomes due and payable constitutes an Event of Default if such failure continues for a period of thirty (30) calendar days after such payment becomes due. The 30-day cure period commenced on December 1, 2022, and expired on January 1, 2023 (taking into account that December 31, 2022, was a Saturday, such that the cure period was extended to the next business day, being Sunday, January 1, 2023; however, for purposes of this letter, the parties have agreed that the cure period expired on January 1, 2023, without the Issuer having cured such failure). At no point during the cure period did the Issuer make payment of the Missed Payment or any portion thereof to the Trustee for the account of the holders of the Notes. Accordingly, the failure to pay the Missed Payment constitutes an Event of Default under Section 6.01(a) of the Indenture (the "Specified Event of Default"). The Trustee provided notice of the Specified Event of Default to the Issuer by letter dated January 5, 2023, delivered in accordance with Section 12.01 of the Indenture.

1.3 Background on the Restructuring

The Issuer and its consolidated subsidiaries, including Thalassa Americas Inc. ("TAI"), a corporation organized under the laws of the State of Delaware and a wholly-owned subsidiary of TSL, have been experiencing a period of significant financial distress and liquidity constraints arising from, among other things, a sustained downturn in global shipping charter rates, the loss of certain key charter contracts, increased fuel and operating costs, and the impact of broader macroeconomic conditions on the maritime shipping industry. These circumstances have adversely affected the Issuer's ability to service its debt obligations across all tranches of its capital structure.

In connection with the foregoing, TSL and TAI are parties to a $685,000,000 Senior Secured Credit Facility dated as of June 15, 2019 (the "Senior Secured Credit Facility"), with Nordbank International AG acting as administrative agent and collateral agent (in such capacity, the "Agent"), and a syndicate of senior secured lenders (collectively, the "Senior Secured Lenders"). The Senior Secured Credit Facility is secured by, among other things, first-priority liens on substantially all of the assets of TSL and TAI, including vessel mortgages on the Issuer's fleet, assignment of earnings and insurance, and pledges of equity interests in certain subsidiaries.

On October 10, 2022, TSL, TAI, and the Senior Secured Lenders (acting through the Agent) entered into a Forbearance Agreement (the "Original Forbearance Agreement"), pursuant to which the Senior Secured Lenders agreed to forbear from exercising certain rights and remedies under the Senior Secured Credit Facility in respect of specified defaults thereunder for a limited period. The Original Forbearance Agreement was subsequently extended by the First Amendment to the Forbearance Agreement dated January 8, 2023 (the "First Forbearance Amendment"), and the Second Amendment to the Forbearance Agreement dated March 8, 2023 (the "Second Forbearance Amendment" and, together with the Original Forbearance Agreement and the First Forbearance Amendment, the "Forbearance Agreement").

Further, on March 14, 2023, TSL, TAI, Nordbank International AG (in its capacity as Agent), the consenting Senior Secured Lenders (representing holders of approximately 78.5% of the outstanding commitments under the Senior Secured Credit Facility), Dralvecen Mezzanine Capital LLC (as the proposed provider of new mezzanine financing), and KFO Holdings SA (as the proposed new equity investor) entered into a Restructuring Support Agreement (the "RSA"). The RSA sets forth the terms, conditions, and milestones for an out-of-court restructuring of the Issuer's capital structure (the "Restructuring"), with a targeted closing or effective date no later than June 30, 2023 (the "Outside Date"). The RSA provides for, among other things, the amendment and restatement of the Senior Secured Credit Facility, the infusion of new mezzanine capital from Dralvecen Mezzanine Capital LLC, and the injection of new equity capital from KFO Holdings SA.

Critically for the holders of the Notes, the RSA expressly provides that the Notes shall remain outstanding and unimpaired by the Restructuring. Specifically, Section 4.03(c) of the RSA provides that the Indenture governing the Notes shall not be amended, modified, or supplemented in connection with the Restructuring, that the Notes shall continue to accrue interest at the contract rate of 8.25% per annum, that all scheduled payments of principal and interest on the Notes shall continue to be made in accordance with the terms of the Indenture, and that the Missed Payment of $2,062,500 shall be paid in full to the Trustee for the account of the holders of the Notes on or before the closing date of the Restructuring. The RSA further provides that the maturity date of the Notes shall remain March 1, 2025, and that no additional liens or encumbrances shall be placed on any collateral that would be senior to, or pari passu with, any claim of the holders of the Notes.

1.4 Direction by Noteholders

An informal group of holders of the Notes (the "Noteholder Group"), consisting of institutional investors holding in the aggregate approximately 67.3% of the outstanding principal amount of the Notes, has been represented in connection with the Restructuring and the matters set forth herein by Ashford, Brightmoor Group & McKay PC, 299 Park Avenue, 18th Floor, New York, New York 10171 (Carolyn Brightmoor Group, Lead Partner, and Robert Mancini, Associate) (counsel to the Noteholder Group, "Noteholder Counsel"). The Noteholder Group has reviewed the RSA and, in particular, the treatment of the Notes thereunder, and has determined that the conditional waiver of the Specified Event of Default on the terms set forth herein is in the best interests of the holders of the Notes.

In connection with the foregoing, the Trustee has received written direction and consent from holders of Notes representing not less than a majority in aggregate principal amount of the Notes then outstanding (which constitutes the requisite percentage of holders required under Section 6.04 of the Indenture to direct the Trustee's actions with respect to Events of Default), authorizing and directing the Trustee to provide the conditional waiver of the Specified Event of Default on the terms and subject to the conditions set forth in this letter. The Trustee has verified the holdings of such directing holders through confirmation from The Depository Trust Company and has determined that the requisite threshold has been satisfied.

Section 2: Consent and Waiver

2.1 Waiver of the Specified Event of Default

In reliance upon the direction and consent of the requisite holders described in Section 1.4 above, and subject to the terms and conditions set forth in Section 2.2 below, Garrison Trust Company, in its capacity as Trustee under the Indenture, hereby waives the Specified Event of Default arising from the Issuer's failure to make the scheduled semi-annual interest payment due December 1, 2022, in the amount of $2,062,500 on the Notes. This waiver is effective as of the date of this letter, March 20, 2023, and shall remain in effect for so long as the conditions set forth in Section 2.2 below continue to be satisfied or are capable of being satisfied on or before the Outside Date, subject to the reinstatement provisions of Section 2.3 below.

During the period in which this waiver is in effect, the Trustee shall forbear from exercising any rights or remedies available to it under the Indenture, at law, or in equity with respect to the Specified Event of Default, including, without limitation, the right to declare the principal of, and all accrued and unpaid interest on, the Notes to be immediately due and payable, and the right to pursue any other legal or equitable remedy arising from or in connection with the Specified Event of Default. For the avoidance of doubt, this forbearance relates solely to the Specified Event of Default and does not extend to any other default, event of default, or breach under the Indenture.

2.2 Conditions to Waiver

The waiver set forth in Section 2.1 above is expressly conditioned upon the satisfaction of each of the following conditions (collectively, the "Waiver Conditions"):

(a) Payment in Full. The Issuer shall pay, or cause to be paid, the full amount of the Missed Payment of $2,062,500, together with any additional interest that has accrued thereon from December 1, 2022, through the date of actual payment at the contract rate of 8.25% per annum (or such default rate, if any, as may be applicable under the Indenture), to the Trustee for the account of the holders of the Notes, on or before the closing date of the Restructuring (which is currently scheduled for, and in any event shall occur no later than, June 30, 2023, the Outside Date). All such payments shall be made in immediately available funds in United States dollars to the account designated by the Trustee.

(b) RSA Closing. The transactions contemplated by the RSA, including, without limitation, the amendment and restatement of the Senior Secured Credit Facility, the infusion of new mezzanine capital, and the injection of new equity capital, shall have closed and become effective on or before June 30, 2023 (the Outside Date), in accordance with the terms and conditions of the RSA and any ancillary documentation related thereto.

(c) No Additional Default. No additional Event of Default (other than the Specified Event of Default) under the Indenture, and no event that, with the giving of notice or the lapse of time, or both, would constitute an Event of Default under the Indenture (other than the Specified Event of Default), shall have occurred and be continuing as of the date of payment of the Missed Payment and as of the closing date of the Restructuring.

(d) Confirmation of Notes Remaining Unimpaired. The Notes shall not have been modified, amended, exchanged, converted, cancelled, or impaired in any respect under the RSA, any plan, any scheme of arrangement, or any related transaction documentation. The Indenture shall remain in full force and effect in accordance with its original terms, and the rights of the holders of the Notes thereunder shall not have been diminished, subordinated, or otherwise adversely affected by the Restructuring or any transaction contemplated thereby. Without limiting the generality of the foregoing, the maturity date of the Notes shall remain March 1, 2025, the coupon rate shall remain 8.25% per annum, and the semi-annual payment dates shall remain June 1 and December 1 of each year.

The Issuer shall deliver to the Trustee, promptly following the closing of the Restructuring and in any event no later than five (5) business days after the closing date, an officer's certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Issuer confirming that each of the Waiver Conditions has been satisfied in full.

2.3 Reinstatement of Event of Default

If any of the Waiver Conditions set forth in Section 2.2 above are not satisfied in full on or before June 30, 2023 (the Outside Date), or such later date as may be agreed to in writing by the Trustee, acting at the direction of holders of Notes representing not less than a majority in aggregate principal amount of the Notes then outstanding, then:

(i) The waiver set forth in Section 2.1 above shall automatically and without further action by the Trustee, the holders, or any other party be deemed revoked, rescinded, and of no further force or effect, effective as of the Outside Date (or such later agreed date, as applicable);

(ii) The Specified Event of Default shall be deemed to have continued without interruption from December 1, 2022 (being the date on which the Issuer first failed to make the interest payment giving rise to the Specified Event of Default), as if this waiver had never been granted, and the passage of time during the period in which this waiver was in effect shall not be deemed to have cured, remedied, or otherwise affected the Specified Event of Default;

(iii) Upon any such reinstatement, the Trustee shall retain and may exercise all rights, powers, and remedies available to it under the Indenture, at law, and in equity with respect to the Specified Event of Default, including, without limitation, the right to declare an acceleration of the Notes pursuant to Section 6.02 of the Indenture, the right to pursue legal proceedings for the collection of amounts due and owing under the Notes, and the right to take any other action authorized by the Indenture or applicable law; and

(iv) The holders of the Notes shall retain and may exercise all rights, powers, and remedies available to them under the Indenture, at law, and in equity, including any rights that may have accrued from and after December 1, 2022.

The Trustee shall provide prompt written notice to the Issuer, TAI, Calderwood & Harkness LLP, and Noteholder Counsel in the event that the waiver is deemed revoked and the Specified Event of Default is reinstated pursuant to this Section 2.3.

Section 3: Representations of the Issuer

As a material inducement to the Trustee and the holders of the Notes to provide the waiver set forth herein, the Issuer hereby represents and warrants to the Trustee as follows:

3.1 Authority. The Issuer represents and warrants that (a) it is a société anonyme duly organized, validly existing, and in good standing under the laws of the Hellenic Republic; (b) it has the corporate power and authority to enter into the RSA and to perform its obligations thereunder, including, without limitation, the obligation to pay the Missed Payment of $2,062,500 in full at the closing of the Restructuring; (c) the execution, delivery, and performance of the RSA by the Issuer have been duly authorized by all necessary corporate action, including any required approvals of the board of directors and shareholders of the Issuer; and (d) the RSA constitutes the legal, valid, and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

3.2 No Other Defaults Under the Indenture

The Issuer represents and warrants that, as of the date hereof, other than the Specified Event of Default, no other Event of Default under the Indenture has occurred and is continuing, and no event has occurred that, with the giving of notice or the lapse of time, or both, would constitute an Event of Default under the Indenture. Without limiting the generality of the foregoing, the Issuer confirms that (a) it has not failed to comply with any covenant, term, or condition of the Indenture other than the obligation to make the Missed Payment, (b) no proceedings in bankruptcy, insolvency, receivership, or similar proceedings have been commenced by or against the Issuer or any of its material subsidiaries, and (c) no judgments, orders, or decrees have been entered against the Issuer or any of its material subsidiaries that would constitute an Event of Default under the Indenture.

3.3 Intent to Pay

The Issuer hereby confirms its intention and commitment, as set forth in the RSA, to pay the Missed Payment of $2,062,500, together with any additional accrued and unpaid interest thereon, in full at the closing of the Restructuring on or before the Outside Date. The Issuer further confirms its intention and commitment to continue to make all future scheduled payments of principal and interest on the Notes in accordance with their terms and the terms of the Indenture, including, without limitation, the semi-annual interest payment due June 1, 2023, in the amount of $2,062,500, and all subsequent interest payments through and including the final payment of principal and accrued interest at maturity on March 1, 2025. The Issuer represents that the financial projections and sources of funding contemplated by the RSA are, as of the date hereof, reasonably expected to be sufficient to enable the Issuer to make such payments when due.

Section 4: Reservation of Rights

4.1 Limited Scope of Waiver

The waiver set forth in Section 2 of this letter is limited solely and exclusively to the Specified Event of Default, being the failure by the Issuer to make the semi-annual interest payment of $2,062,500 due on the Notes on December 1, 2022. This waiver shall not be construed, interpreted, or deemed to constitute a waiver of (a) any other provision, covenant, condition, or obligation of the Indenture; (b) any other existing Event of Default under the Indenture (other than the Specified Event of Default); (c) any future Event of Default under the Indenture, including, without limitation, any failure to make any future interest or principal payment on the Notes; or (d) any right, remedy, or entitlement of the Trustee or the holders of the Notes arising under the Indenture, at law, or in equity, other than as expressly set forth herein. The Trustee expressly reserves all rights and remedies under the Indenture, at law, and in equity, with respect to any default, event of default, or breach of any kind, other than the Specified Event of Default for so long as the waiver set forth in Section 2.1 remains in effect.

4.2 No Modification of the Indenture

Nothing contained in this letter shall be deemed to amend, modify, supplement, waive, or otherwise alter any term, provision, covenant, condition, or obligation of the Indenture or the Notes, except to the extent of the limited waiver of the Specified Event of Default expressly provided herein. The Indenture and the Notes remain in full force and effect in accordance with their respective terms, and all provisions thereof shall continue to be binding upon the parties thereto and enforceable in accordance with their terms. No provision of this letter shall be construed to modify the aggregate principal amount of the Notes, the interest rate, the maturity date, the payment dates, or any other economic or non-economic term of the Notes or the Indenture.

4.3 No Precedent

The granting of this waiver shall not constitute or be deemed to constitute a course of dealing between the Trustee and the Issuer, nor shall it establish any custom or practice with respect to the interpretation or enforcement of the Indenture. This waiver shall not create, and shall not be construed to create, any expectation, right, or obligation on the part of the Trustee or the holders of the Notes to grant any further waivers, consents, extensions, forbearances, or accommodations of any kind, whether with respect to the Specified Event of Default or any other default or event of default under the Indenture. The Trustee and the holders of the Notes expressly reserve the right to strictly enforce each and every term, covenant, condition, and provision of the Indenture and the Notes in any and all future circumstances, regardless of the granting of this waiver.

Section 5: Miscellaneous Provisions

5.1 Governing Law

This letter and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction, consistent with Section 13.08 of the Indenture. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York, sitting in the Borough of Manhattan, for purposes of any action, suit, or proceeding arising out of or relating to this letter.

5.2 Counterparts. This letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this letter by facsimile transmission or by electronic means, including portable document format ("PDF"), shall be effective as delivery of a manually executed original counterpart hereof.

5.3 Defined Terms

Capitalized terms used but not otherwise defined in this letter shall have the respective meanings ascribed to them in the Indenture. In the event of any conflict or inconsistency between the definitions set forth in this letter and the definitions set forth in the Indenture, the definitions set forth in this letter shall control solely for purposes of interpreting this letter.

5.4 Further Assurances

Each of the parties hereto agrees to execute and deliver, or cause to be executed and delivered, such additional documents, instruments, and agreements, and to take such further actions, as may be reasonably necessary or desirable to effectuate the intent and purposes of this letter and to carry out the transactions contemplated hereby.

5.5 Notices. All notices, requests, demands, directions, consents, and other communications under or in connection with this letter shall be given in writing and shall be delivered in accordance with the notice provisions set forth in Section 12.01 of the Indenture. For the convenience of the parties, the relevant notice addresses are as follows:

If to the Issuer:

Thalassa Shipping & Logistics Société Anonyme 42 Akti Miaouli Piraeus 18538, Greece

Attention: Georgios Andreadis, Chief Executive Officer

Telephone: +30 210 429 6000

Email: g.andreadis@thalassasl.com

with a copy to:

Calderwood & Harkness LLP 780 Third Avenue New York, New York 10017

Attention: Nathaniel Bower, Esq.

Telephone: (212) 558-4000

Email: nbower@calderwoodharkness.com

If to the Trustee:

Garrison Trust Company 100 Wall Street, 16th Floor New York, New York 10005

Attention: Corporate Trust Department — Thalassa Notes

Telephone: (212) 554-7800

Email: corporatetrust@garrisontrust.com

If to Noteholder Counsel:

Ashford, Brightmoor Group & McKay PC 299 Park Avenue, 18th Floor New York, New York 10171

Attention: Carolyn Brightmoor Group, Esq.

Telephone: (212) 705-3200

Email: cdell@ashforddell.com

[Remainder of this page intentionally left blank; signature pages follow.]

If the foregoing accurately sets forth the understanding and agreement of the parties, please indicate your acceptance and agreement by executing and returning a counterpart of this letter in the space provided below.

Very truly yours,

GARRISON TRUST COMPANY, as Trustee under the Indenture dated March 1, 2020

By: ________

Name: Jonathan R. Hartley

Title: Vice President, Corporate Trust

Date: ________

ACKNOWLEDGED AND AGREED:

THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME, as Issuer

By: ________

Name: Georgios Andreadis

Title: Chief Executive Officer

Date: ________

By: ________

Name: Irini Dalakoura

Title: Chief Financial Officer

Date: ________

ACKNOWLEDGED AND AGREED:

THALASSA AMERICAS INC., as Co-Borrower under the Senior Secured Credit Facility

By: ________

Name: Marcus Hale

Title: President

Date: ________

ACKNOWLEDGED AND CONSENTED TO:

ASHFORD, Brightmoor Group & McKAY PC, as Counsel to the Noteholder Group

By: ________

Name: Carolyn Brightmoor Group

Title: Lead Partner

Date: ________

Address:

299 Park Avenue, 18th Floor New York, New York 10171

ANNEX A

Description of the Specified Event of Default

The Specified Event of Default consists of the following:

Issuer: Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic.

Indenture: Indenture dated as of March 1, 2020, between the Issuer and Garrison Trust Company, as Trustee.

Notes: 8.25% Senior Unsecured Notes due March 1, 2025, in an aggregate principal amount of $50,000,000 (CUSIP: 87265BAB5).

Nature of the Default: Failure by the Issuer to make the scheduled semi-annual interest payment on the Notes.

Amount of Missed Payment: $2,062,500, representing the semi-annual interest payment calculated as $50,000,000 (aggregate principal amount) multiplied by 8.25% (annual coupon rate) divided by 2.

Payment Due Date: December 1, 2022.

Cure Period: The Indenture provides for a 30-calendar-day cure period following the scheduled payment date. The cure period commenced on December 1, 2022, and expired on January 1, 2023.

Cure Status: The Issuer did not make payment of the Missed Payment, or any portion thereof, during the cure period. The Missed Payment remains unpaid as of the date of this letter.

Indenture Provision: Section 6.01(a) of the Indenture (failure to pay interest when due and payable, continuing for 30 days).

Trustee Notice: The Trustee delivered written notice of the Specified Event of Default to the Issuer on January 5, 2023, in accordance with Section 12.01 of the Indenture.

Proposed Resolution: Pursuant to the Restructuring Support Agreement dated March 14, 2023, the Issuer has committed to pay the Missed Payment of $2,062,500, together with any additional accrued and unpaid interest thereon, in full to the Trustee for the account of the holders of the Notes, on or before the closing date of the Restructuring (which is scheduled to occur no later than June 30, 2023, the Outside Date).

ANNEX B

RSA Summary of Treatment of Unsecured Notes

The following is a summary of the treatment of the 8.25% Senior Unsecured Notes due March 1, 2025 (CUSIP: 87265BAB5) (the "Notes") under the Restructuring Support Agreement dated March 14, 2023 (the "RSA"). This summary is provided for informational purposes only and is qualified in its entirety by reference to the full text of the RSA and the Indenture. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the RSA or the Indenture, as applicable.

1. Notes Remain Outstanding and Unimpaired. The Notes shall remain outstanding following the closing of the Restructuring. The Notes are classified as "unimpaired" under the RSA, meaning that no term, condition, covenant, or provision of the Indenture or the Notes shall be amended, modified, supplemented, waived, or otherwise altered in connection with the Restructuring or any transaction contemplated thereby.

2. No Modification of the Indenture. The Indenture dated as of March 1, 2020, between the Issuer and Garrison Trust Company, as Trustee, shall remain in full force and effect in accordance with its original terms. No supplemental indenture or amendment to the Indenture shall be required, executed, or delivered in connection with the Restructuring.

3. Payment of Missed December 1, 2022 Coupon. The Issuer's missed semi-annual interest payment of $2,062,500 that was due and payable on December 1, 2022, together with any additional interest that has accrued thereon from December 1, 2022, through the date of actual payment, shall be paid in full to the Trustee for the account of the holders of the Notes on or before the closing date of the Restructuring. All such payments shall be made in immediately available funds in United States dollars.

4. Continuation of Future Payments. All future scheduled payments of interest on the Notes shall continue to be made in accordance with the terms of the Indenture, including the semi-annual interest payments due on June 1 and December 1 of each year, each in the amount of $2,062,500. The interest rate on the Notes shall remain 8.25% per annum, and the record dates, payment dates, and payment mechanics shall continue to be governed by the Indenture.

5. Maturity Date Unchanged. The maturity date of the Notes shall remain March 1, 2025. On the maturity date, the Issuer shall repay the aggregate outstanding principal amount of $50,000,000, together with all accrued and unpaid interest thereon, in accordance with the terms of the Indenture.

6. No Subordination or Priming. The RSA does not contemplate any change in the relative priority or ranking of the Notes. The Notes shall continue to rank as senior unsecured obligations of the Issuer. The RSA does not authorize or contemplate the incurrence of any indebtedness that would be senior to the Notes on an unsecured basis, nor does it authorize the grant of any liens or security interests that would be inconsistent with the terms of the Indenture.

7. Holder Rights Preserved. All rights, remedies, and entitlements of the holders of the Notes under the Indenture, at law, and in equity shall be preserved in full and shall not be impaired, diminished, or otherwise adversely affected by the Restructuring or any transaction contemplated by the RSA.

[End of Annex B]

GARRISON TRUST COMPANY 100 Wall Street, 16th Floor New York, New York 10005 Telephone: (212) 554-7800 Facsimile: (212) 554-7801
March 20, 2023
Thalassa Shipping & Logistics Société Anonyme 42 Akti Miaouli Piraeus 18538, Greece
Attention: Georgios Andreadis, Chief Executive Officer
Irini Dalakoura, Chief Financial Officer
With copies to:
Thalassa Americas Inc. 1400 McKinney Street, Suite 2200 Houston, Texas 77010
Attention: Marcus Hale, President
Calderwood & Harkness LLP 780 Third Avenue New York, New York 10017
Attention: Nathaniel Bower, Esq.
Ashford, Brightmoor Group & McKay PC 299 Park Avenue, 18th Floor New York, New York 10171
Attention: Carolyn Brightmoor Group, Esq.
Re: Consent and Waiver with Respect to Event of Default Under the Indenture Dated as of March 1, 2020, Between Thalassa Shipping & Logistics Société Anonyme (the "Issuer") and Garrison Trust Company (the "Trustee"), Governing the 8.25% Senior Unsecured Notes Due 2025 (CUSIP 87265BAB5) (the "Indenture")
Ladies and Gentlemen:
Reference is hereby made to the Indenture dated as of March 1, 2020 (as amended, supplemented, or otherwise modified from time to time, the "Indenture"), between Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized and existing under the laws of the Hellenic Republic ("TSL" or the "Issuer"), and Garrison Trust Company, a trust company organized under the laws of the State of New York (the "Trustee"), governing the issuance and terms of the Issuer's $50,000,000 aggregate principal amount of 8.25% Senior Unsecured Notes due March 1, 2025 (CUSIP: 87265BAB5) (the "Notes"). Interest on the Notes is payable semi-annually in arrears on June 1 and December 1 of each year, as set forth in Section 2.03 of the Indenture.
This letter sets forth the terms upon which the Trustee, acting at the direction of holders of the Notes representing the requisite percentage of outstanding principal as required under the Indenture, hereby consents to and provides a conditional waiver of the Specified Event of Default (as defined below), subject to the conditions and limitations described herein.
Section 1: Recitals and Background
1.1 Reference to the Indenture
The Trustee and the Issuer entered into the Indenture as of March 1, 2020, pursuant to which the Issuer issued $50,000,000 in aggregate principal amount of its 8.25% Senior Unsecured Notes due March 1, 2025. The Notes bear interest at a rate of 8.25% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2020, to the holders of record as of the close of business on the fifteenth (15th) calendar day immediately preceding each such interest payment date. Each semi-annual interest payment on the Notes in the amount of $2,062,500 (calculated as $50,000,000 multiplied by 8.25% per annum divided by two) represents one-half of the annual interest obligation of the Issuer on the Notes. The Notes are designated by CUSIP number 87265BAB5 and are represented by one or more global certificates deposited with The Depository Trust Company. The Indenture governs the rights and obligations of the Issuer, the Trustee, and the holders of the Notes with respect to all matters relating to the Notes, including, without limitation, the payment of principal and interest, events of default, remedies, and the discharge of obligations thereunder.
1.2 Identification of the Event of Default
On December 1, 2022, the Issuer failed to make the scheduled semi-annual interest payment on the Notes in the amount of $2,062,500 (such amount being calculated as $50,000,000 × 8.25% ÷ 2 = $2,062,500) (the "Missed Payment"). Pursuant to Section 6.01(a) of the Indenture, the failure of the Issuer to pay any installment of interest on any Note when such payment becomes due and payable constitutes an Event of Default if such failure continues for a period of thirty (30) calendar days after such payment becomes due. The 30-day cure period commenced on December 1, 2022, and expired on January 1, 2023 (taking into account that December 31, 2022, was a Saturday, such that the cure period was extended to the next business day, being Sunday, January 1, 2023; however, for purposes of this letter, the parties have agreed that the cure period expired on January 1, 2023, without the Issuer having cured such failure). At no point during the cure period did the Issuer make payment of the Missed Payment or any portion thereof to the Trustee for the account of the holders of the Notes. Accordingly, the failure to pay the Missed Payment constitutes an Event of Default under Section 6.01(a) of the Indenture (the "Specified Event of Default"). The Trustee provided notice of the Specified Event of Default to the Issuer by letter dated January 5, 2023, delivered in accordance with Section 12.01 of the Indenture.
1.3 Background on the Restructuring
The Issuer and its consolidated subsidiaries, including Thalassa Americas Inc. ("TAI"), a corporation organized under the laws of the State of Delaware and a wholly-owned subsidiary of TSL, have been experiencing a period of significant financial distress and liquidity constraints arising from, among other things, a sustained downturn in global shipping charter rates, the loss of certain key charter contracts, increased fuel and operating costs, and the impact of broader macroeconomic conditions on the maritime shipping industry. These circumstances have adversely affected the Issuer's ability to service its debt obligations across all tranches of its capital structure.
In connection with the foregoing, TSL and TAI are parties to a $685,000,000 Senior Secured Credit Facility dated as of June 15, 2019 (the "Senior Secured Credit Facility"), with Nordbank International AG acting as administrative agent and collateral agent (in such capacity, the "Agent"), and a syndicate of senior secured lenders (collectively, the "Senior Secured Lenders"). The Senior Secured Credit Facility is secured by, among other things, first-priority liens on substantially all of the assets of TSL and TAI, including vessel mortgages on the Issuer's fleet, assignment of earnings and insurance, and pledges of equity interests in certain subsidiaries.
On October 10, 2022, TSL, TAI, and the Senior Secured Lenders (acting through the Agent) entered into a Forbearance Agreement (the "Original Forbearance Agreement"), pursuant to which the Senior Secured Lenders agreed to forbear from exercising certain rights and remedies under the Senior Secured Credit Facility in respect of specified defaults thereunder for a limited period. The Original Forbearance Agreement was subsequently extended by the First Amendment to the Forbearance Agreement dated January 8, 2023 (the "First Forbearance Amendment"), and the Second Amendment to the Forbearance Agreement dated March 8, 2023 (the "Second Forbearance Amendment" and, together with the Original Forbearance Agreement and the First Forbearance Amendment, the "Forbearance Agreement").
Further, on March 14, 2023, TSL, TAI, Nordbank International AG (in its capacity as Agent), the consenting Senior Secured Lenders (representing holders of approximately 78.5% of the outstanding commitments under the Senior Secured Credit Facility), Dralvecen Mezzanine Capital LLC (as the proposed provider of new mezzanine financing), and KFO Holdings SA (as the proposed new equity investor) entered into a Restructuring Support Agreement (the "RSA"). The RSA sets forth the terms, conditions, and milestones for an out-of-court restructuring of the Issuer's capital structure (the "Restructuring"), with a targeted closing or effective date no later than June 30, 2023 (the "Outside Date"). The RSA provides for, among other things, the amendment and restatement of the Senior Secured Credit Facility, the infusion of new mezzanine capital from Dralvecen Mezzanine Capital LLC, and the injection of new equity capital from KFO Holdings SA.
Critically for the holders of the Notes, the RSA expressly provides that the Notes shall remain outstanding and unimpaired by the Restructuring. Specifically, Section 4.03(c) of the RSA provides that the Indenture governing the Notes shall not be amended, modified, or supplemented in connection with the Restructuring, that the Notes shall continue to accrue interest at the contract rate of 8.25% per annum, that all scheduled payments of principal and interest on the Notes shall continue to be made in accordance with the terms of the Indenture, and that the Missed Payment of $2,062,500 shall be paid in full to the Trustee for the account of the holders of the Notes on or before the closing date of the Restructuring. The RSA further provides that the maturity date of the Notes shall remain March 1, 2025, and that no additional liens or encumbrances shall be placed on any collateral that would be senior to, or pari passu with, any claim of the holders of the Notes.
1.4 Direction by Noteholders
An informal group of holders of the Notes (the "Noteholder Group"), consisting of institutional investors holding in the aggregate approximately 67.3% of the outstanding principal amount of the Notes, has been represented in connection with the Restructuring and the matters set forth herein by Ashford, Brightmoor Group & McKay PC, 299 Park Avenue, 18th Floor, New York, New York 10171 (Carolyn Brightmoor Group, Lead Partner, and Robert Mancini, Associate) (counsel to the Noteholder Group, "Noteholder Counsel"). The Noteholder Group has reviewed the RSA and, in particular, the treatment of the Notes thereunder, and has determined that the conditional waiver of the Specified Event of Default on the terms set forth herein is in the best interests of the holders of the Notes.
In connection with the foregoing, the Trustee has received written direction and consent from holders of Notes representing not less than a majority in aggregate principal amount of the Notes then outstanding (which constitutes the requisite percentage of holders required under Section 6.04 of the Indenture to direct the Trustee's actions with respect to Events of Default), authorizing and directing the Trustee to provide the conditional waiver of the Specified Event of Default on the terms and subject to the conditions set forth in this letter. The Trustee has verified the holdings of such directing holders through confirmation from The Depository Trust Company and has determined that the requisite threshold has been satisfied.
Section 2: Consent and Waiver
2.1 Waiver of the Specified Event of Default
In reliance upon the direction and consent of the requisite holders described in Section 1.4 above, and subject to the terms and conditions set forth in Section 2.2 below, Garrison Trust Company, in its capacity as Trustee under the Indenture, hereby waives the Specified Event of Default arising from the Issuer's failure to make the scheduled semi-annual interest payment due December 1, 2022, in the amount of $2,062,500 on the Notes. This waiver is effective as of the date of this letter, March 20, 2023, and shall remain in effect for so long as the conditions set forth in Section 2.2 below continue to be satisfied or are capable of being satisfied on or before the Outside Date, subject to the reinstatement provisions of Section 2.3 below.
During the period in which this waiver is in effect, the Trustee shall forbear from exercising any rights or remedies available to it under the Indenture, at law, or in equity with respect to the Specified Event of Default, including, without limitation, the right to declare the principal of, and all accrued and unpaid interest on, the Notes to be immediately due and payable, and the right to pursue any other legal or equitable remedy arising from or in connection with the Specified Event of Default. For the avoidance of doubt, this forbearance relates solely to the Specified Event of Default and does not extend to any other default, event of default, or breach under the Indenture.
2.2 Conditions to Waiver
The waiver set forth in Section 2.1 above is expressly conditioned upon the satisfaction of each of the following conditions (collectively, the "Waiver Conditions"):
(a) Payment in Full. The Issuer shall pay, or cause to be paid, the full amount of the Missed Payment of $2,062,500, together with any additional interest that has accrued thereon from December 1, 2022, through the date of actual payment at the contract rate of 8.25% per annum (or such default rate, if any, as may be applicable under the Indenture), to the Trustee for the account of the holders of the Notes, on or before the closing date of the Restructuring (which is currently scheduled for, and in any event shall occur no later than, June 30, 2023, the Outside Date). All such payments shall be made in immediately available funds in United States dollars to the account designated by the Trustee.
(b) RSA Closing. The transactions contemplated by the RSA, including, without limitation, the amendment and restatement of the Senior Secured Credit Facility, the infusion of new mezzanine capital, and the injection of new equity capital, shall have closed and become effective on or before June 30, 2023 (the Outside Date), in accordance with the terms and conditions of the RSA and any ancillary documentation related thereto.
(c) No Additional Default. No additional Event of Default (other than the Specified Event of Default) under the Indenture, and no event that, with the giving of notice or the lapse of time, or both, would constitute an Event of Default under the Indenture (other than the Specified Event of Default), shall have occurred and be continuing as of the date of payment of the Missed Payment and as of the closing date of the Restructuring.
(d) Confirmation of Notes Remaining Unimpaired. The Notes shall not have been modified, amended, exchanged, converted, cancelled, or impaired in any respect under the RSA, any plan, any scheme of arrangement, or any related transaction documentation. The Indenture shall remain in full force and effect in accordance with its original terms, and the rights of the holders of the Notes thereunder shall not have been diminished, subordinated, or otherwise adversely affected by the Restructuring or any transaction contemplated thereby. Without limiting the generality of the foregoing, the maturity date of the Notes shall remain March 1, 2025, the coupon rate shall remain 8.25% per annum, and the semi-annual payment dates shall remain June 1 and December 1 of each year.
The Issuer shall deliver to the Trustee, promptly following the closing of the Restructuring and in any event no later than five (5) business days after the closing date, an officer's certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Issuer confirming that each of the Waiver Conditions has been satisfied in full.
2.3 Reinstatement of Event of Default
If any of the Waiver Conditions set forth in Section 2.2 above are not satisfied in full on or before June 30, 2023 (the Outside Date), or such later date as may be agreed to in writing by the Trustee, acting at the direction of holders of Notes representing not less than a majority in aggregate principal amount of the Notes then outstanding, then:
(i) The waiver set forth in Section 2.1 above shall automatically and without further action by the Trustee, the holders, or any other party be deemed revoked, rescinded, and of no further force or effect, effective as of the Outside Date (or such later agreed date, as applicable);
(ii) The Specified Event of Default shall be deemed to have continued without interruption from December 1, 2022 (being the date on which the Issuer first failed to make the interest payment giving rise to the Specified Event of Default), as if this waiver had never been granted, and the passage of time during the period in which this waiver was in effect shall not be deemed to have cured, remedied, or otherwise affected the Specified Event of Default;
(iii) Upon any such reinstatement, the Trustee shall retain and may exercise all rights, powers, and remedies available to it under the Indenture, at law, and in equity with respect to the Specified Event of Default, including, without limitation, the right to declare an acceleration of the Notes pursuant to Section 6.02 of the Indenture, the right to pursue legal proceedings for the collection of amounts due and owing under the Notes, and the right to take any other action authorized by the Indenture or applicable law; and
(iv) The holders of the Notes shall retain and may exercise all rights, powers, and remedies available to them under the Indenture, at law, and in equity, including any rights that may have accrued from and after December 1, 2022.
The Trustee shall provide prompt written notice to the Issuer, TAI, Calderwood & Harkness LLP, and Noteholder Counsel in the event that the waiver is deemed revoked and the Specified Event of Default is reinstated pursuant to this Section 2.3.
Section 3: Representations of the Issuer
As a material inducement to the Trustee and the holders of the Notes to provide the waiver set forth herein, the Issuer hereby represents and warrants to the Trustee as follows:
3.1 Authority.  The Issuer represents and warrants that (a) it is a société anonyme duly organized, validly existing, and in good standing under the laws of the Hellenic Republic; (b) it has the corporate power and authority to enter into the RSA and to perform its obligations thereunder, including, without limitation, the obligation to pay the Missed Payment of $2,062,500 in full at the closing of the Restructuring; (c) the execution, delivery, and performance of the RSA by the Issuer have been duly authorized by all necessary corporate action, including any required approvals of the board of directors and shareholders of the Issuer; and (d) the RSA constitutes the legal, valid, and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
3.2 No Other Defaults Under the Indenture
The Issuer represents and warrants that, as of the date hereof, other than the Specified Event of Default, no other Event of Default under the Indenture has occurred and is continuing, and no event has occurred that, with the giving of notice or the lapse of time, or both, would constitute an Event of Default under the Indenture. Without limiting the generality of the foregoing, the Issuer confirms that (a) it has not failed to comply with any covenant, term, or condition of the Indenture other than the obligation to make the Missed Payment, (b) no proceedings in bankruptcy, insolvency, receivership, or similar proceedings have been commenced by or against the Issuer or any of its material subsidiaries, and (c) no judgments, orders, or decrees have been entered against the Issuer or any of its material subsidiaries that would constitute an Event of Default under the Indenture.
3.3 Intent to Pay
The Issuer hereby confirms its intention and commitment, as set forth in the RSA, to pay the Missed Payment of $2,062,500, together with any additional accrued and unpaid interest thereon, in full at the closing of the Restructuring on or before the Outside Date. The Issuer further confirms its intention and commitment to continue to make all future scheduled payments of principal and interest on the Notes in accordance with their terms and the terms of the Indenture, including, without limitation, the semi-annual interest payment due June 1, 2023, in the amount of $2,062,500, and all subsequent interest payments through and including the final payment of principal and accrued interest at maturity on March 1, 2025. The Issuer represents that the financial projections and sources of funding contemplated by the RSA are, as of the date hereof, reasonably expected to be sufficient to enable the Issuer to make such payments when due.
Section 4: Reservation of Rights
4.1 Limited Scope of Waiver
The waiver set forth in Section 2 of this letter is limited solely and exclusively to the Specified Event of Default, being the failure by the Issuer to make the semi-annual interest payment of $2,062,500 due on the Notes on December 1, 2022. This waiver shall not be construed, interpreted, or deemed to constitute a waiver of (a) any other provision, covenant, condition, or obligation of the Indenture; (b) any other existing Event of Default under the Indenture (other than the Specified Event of Default); (c) any future Event of Default under the Indenture, including, without limitation, any failure to make any future interest or principal payment on the Notes; or (d) any right, remedy, or entitlement of the Trustee or the holders of the Notes arising under the Indenture, at law, or in equity, other than as expressly set forth herein. The Trustee expressly reserves all rights and remedies under the Indenture, at law, and in equity, with respect to any default, event of default, or breach of any kind, other than the Specified Event of Default for so long as the waiver set forth in Section 2.1 remains in effect.
4.2 No Modification of the Indenture
Nothing contained in this letter shall be deemed to amend, modify, supplement, waive, or otherwise alter any term, provision, covenant, condition, or obligation of the Indenture or the Notes, except to the extent of the limited waiver of the Specified Event of Default expressly provided herein. The Indenture and the Notes remain in full force and effect in accordance with their respective terms, and all provisions thereof shall continue to be binding upon the parties thereto and enforceable in accordance with their terms. No provision of this letter shall be construed to modify the aggregate principal amount of the Notes, the interest rate, the maturity date, the payment dates, or any other economic or non-economic term of the Notes or the Indenture.
4.3 No Precedent
The granting of this waiver shall not constitute or be deemed to constitute a course of dealing between the Trustee and the Issuer, nor shall it establish any custom or practice with respect to the interpretation or enforcement of the Indenture. This waiver shall not create, and shall not be construed to create, any expectation, right, or obligation on the part of the Trustee or the holders of the Notes to grant any further waivers, consents, extensions, forbearances, or accommodations of any kind, whether with respect to the Specified Event of Default or any other default or event of default under the Indenture. The Trustee and the holders of the Notes expressly reserve the right to strictly enforce each and every term, covenant, condition, and provision of the Indenture and the Notes in any and all future circumstances, regardless of the granting of this waiver.
Section 5: Miscellaneous Provisions
5.1 Governing Law
This letter and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction, consistent with Section 13.08 of the Indenture. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York, sitting in the Borough of Manhattan, for purposes of any action, suit, or proceeding arising out of or relating to this letter.
5.2 Counterparts.  This letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this letter by facsimile transmission or by electronic means, including portable document format ("PDF"), shall be effective as delivery of a manually executed original counterpart hereof.
5.3 Defined Terms
Capitalized terms used but not otherwise defined in this letter shall have the respective meanings ascribed to them in the Indenture. In the event of any conflict or inconsistency between the definitions set forth in this letter and the definitions set forth in the Indenture, the definitions set forth in this letter shall control solely for purposes of interpreting this letter.
5.4 Further Assurances
Each of the parties hereto agrees to execute and deliver, or cause to be executed and delivered, such additional documents, instruments, and agreements, and to take such further actions, as may be reasonably necessary or desirable to effectuate the intent and purposes of this letter and to carry out the transactions contemplated hereby.
5.5 Notices.  All notices, requests, demands, directions, consents, and other communications under or in connection with this letter shall be given in writing and shall be delivered in accordance with the notice provisions set forth in Section 12.01 of the Indenture. For the convenience of the parties, the relevant notice addresses are as follows:
If to the Issuer:
Thalassa Shipping & Logistics Société Anonyme 42 Akti Miaouli Piraeus 18538, Greece
Attention: Georgios Andreadis, Chief Executive Officer
Telephone: +30 210 429 6000
Email: g.andreadis@thalassasl.com
with a copy to:
Calderwood & Harkness LLP 780 Third Avenue New York, New York 10017
Attention: Nathaniel Bower, Esq.
Telephone: (212) 558-4000
Email: nbower@calderwoodharkness.com
If to the Trustee:
Garrison Trust Company 100 Wall Street, 16th Floor New York, New York 10005
Attention: Corporate Trust Department — Thalassa Notes
Telephone: (212) 554-7800
Email: corporatetrust@garrisontrust.com
If to Noteholder Counsel:
Ashford, Brightmoor Group & McKay PC 299 Park Avenue, 18th Floor New York, New York 10171
Attention: Carolyn Brightmoor Group, Esq.
Telephone: (212) 705-3200
Email: cdell@ashforddell.com
[Remainder of this page intentionally left blank; signature pages follow.]
If the foregoing accurately sets forth the understanding and agreement of the parties, please indicate your acceptance and agreement by executing and returning a counterpart of this letter in the space provided below.
Very truly yours,
GARRISON TRUST COMPANY, as Trustee under the Indenture dated March 1, 2020
By: ________
Name: Jonathan R. Hartley
Title: Vice President, Corporate Trust
Date: ________
ACKNOWLEDGED AND AGREED:
THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME, as Issuer
By: ________
Name: Georgios Andreadis
Title: Chief Executive Officer
Date: ________
By: ________
Name: Irini Dalakoura
Title: Chief Financial Officer
Date: ________
ACKNOWLEDGED AND AGREED:
THALASSA AMERICAS INC., as Co-Borrower under the Senior Secured Credit Facility
By: ________
Name: Marcus Hale
Title: President
Date: ________
ACKNOWLEDGED AND CONSENTED TO:
ASHFORD, Brightmoor Group & McKAY PC, as Counsel to the Noteholder Group
By: ________
Name: Carolyn Brightmoor Group
Title: Lead Partner
Date: ________
Address:
299 Park Avenue, 18th Floor New York, New York 10171
ANNEX A
Description of the Specified Event of Default
The Specified Event of Default consists of the following:
Issuer: Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic.
Indenture: Indenture dated as of March 1, 2020, between the Issuer and Garrison Trust Company, as Trustee.
Notes: 8.25% Senior Unsecured Notes due March 1, 2025, in an aggregate principal amount of $50,000,000 (CUSIP: 87265BAB5).
Nature of the Default: Failure by the Issuer to make the scheduled semi-annual interest payment on the Notes.
Amount of Missed Payment: $2,062,500, representing the semi-annual interest payment calculated as $50,000,000 (aggregate principal amount) multiplied by 8.25% (annual coupon rate) divided by 2.
Payment Due Date: December 1, 2022.
Cure Period: The Indenture provides for a 30-calendar-day cure period following the scheduled payment date. The cure period commenced on December 1, 2022, and expired on January 1, 2023.
Cure Status: The Issuer did not make payment of the Missed Payment, or any portion thereof, during the cure period. The Missed Payment remains unpaid as of the date of this letter.
Indenture Provision: Section 6.01(a) of the Indenture (failure to pay interest when due and payable, continuing for 30 days).
Trustee Notice: The Trustee delivered written notice of the Specified Event of Default to the Issuer on January 5, 2023, in accordance with Section 12.01 of the Indenture.
Proposed Resolution: Pursuant to the Restructuring Support Agreement dated March 14, 2023, the Issuer has committed to pay the Missed Payment of $2,062,500, together with any additional accrued and unpaid interest thereon, in full to the Trustee for the account of the holders of the Notes, on or before the closing date of the Restructuring (which is scheduled to occur no later than June 30, 2023, the Outside Date).
ANNEX B
RSA Summary of Treatment of Unsecured Notes
The following is a summary of the treatment of the 8.25% Senior Unsecured Notes due March 1, 2025 (CUSIP: 87265BAB5) (the "Notes") under the Restructuring Support Agreement dated March 14, 2023 (the "RSA"). This summary is provided for informational purposes only and is qualified in its entirety by reference to the full text of the RSA and the Indenture. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the RSA or the Indenture, as applicable.
1. Notes Remain Outstanding and Unimpaired. The Notes shall remain outstanding following the closing of the Restructuring. The Notes are classified as "unimpaired" under the RSA, meaning that no term, condition, covenant, or provision of the Indenture or the Notes shall be amended, modified, supplemented, waived, or otherwise altered in connection with the Restructuring or any transaction contemplated thereby.
2. No Modification of the Indenture. The Indenture dated as of March 1, 2020, between the Issuer and Garrison Trust Company, as Trustee, shall remain in full force and effect in accordance with its original terms. No supplemental indenture or amendment to the Indenture shall be required, executed, or delivered in connection with the Restructuring.
3. Payment of Missed December 1, 2022 Coupon. The Issuer's missed semi-annual interest payment of $2,062,500 that was due and payable on December 1, 2022, together with any additional interest that has accrued thereon from December 1, 2022, through the date of actual payment, shall be paid in full to the Trustee for the account of the holders of the Notes on or before the closing date of the Restructuring. All such payments shall be made in immediately available funds in United States dollars.
4. Continuation of Future Payments. All future scheduled payments of interest on the Notes shall continue to be made in accordance with the terms of the Indenture, including the semi-annual interest payments due on June 1 and December 1 of each year, each in the amount of $2,062,500. The interest rate on the Notes shall remain 8.25% per annum, and the record dates, payment dates, and payment mechanics shall continue to be governed by the Indenture.
5. Maturity Date Unchanged. The maturity date of the Notes shall remain March 1, 2025. On the maturity date, the Issuer shall repay the aggregate outstanding principal amount of $50,000,000, together with all accrued and unpaid interest thereon, in accordance with the terms of the Indenture.
6. No Subordination or Priming. The RSA does not contemplate any change in the relative priority or ranking of the Notes. The Notes shall continue to rank as senior unsecured obligations of the Issuer. The RSA does not authorize or contemplate the incurrence of any indebtedness that would be senior to the Notes on an unsecured basis, nor does it authorize the grant of any liens or security interests that would be inconsistent with the terms of the Indenture.
7. Holder Rights Preserved. All rights, remedies, and entitlements of the holders of the Notes under the Indenture, at law, and in equity shall be preserved in full and shall not be impaired, diminished, or otherwise adversely affected by the Restructuring or any transaction contemplated by the RSA.
[End of Annex B]

GARRISON TRUST COMPANY 100 Wall Street, 16th Floor New York, New York 10005 Telephone: (212) 554-7800 Facsimile: (212) 554-7801

ACKNOWLEDGED AND AGREED:

ACKNOWLEDGED AND AGREED:

ACKNOWLEDGED AND CONSENTED TO:

ANNEX A

ANNEX B

Record

Parties

Dates

Amounts