1044-00004 · Client 1044 · Correspondence

suspension-notice-tsl-to-abs.docx DOCUMENT Capital Markets

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CONFIDENTIAL

THALASSA SHIPPING & LOGISTICS SA (Société Anonyme organized under the laws of the Hellenic Republic) Greek General Commercial Registry (GEMI) No.: 148276201000 42 Akti Miaouli Piraeus 185 35 Greece

November 14, 2022

Anchor Bay Securities LLC 599 Lexington Avenue, 28th Floor New York, NY 10022

Attention: Marcus Reinhardt, Managing Director, Head of Shipping & Transportation DCM

cc:

Halcyon Partners International Ltd. 25 Old Broad Street London EC2N 1HQ, United Kingdom

Attention: James Ogilvie, Managing Director, European High-Yield

(as Co-Manager / Initial Purchaser)

Calderwood & Harkness LLP 125 Broad Street New York, NY 10004

Attention: Robert Adeyemi, Responsible Partner, Capital Markets

(as Issuer's Counsel)

Whitfield & Crane LLP One Liberty Plaza, 165 Broadway New York, NY 10006

Attention: Thomas Whitfield III, Partner, Capital Markets

(as Counsel to the Initial Purchasers)

Marlowe Asset Management Trust Company of Singapore Pte. Ltd. 80 Robinson Road, #02-00 Singapore 068898

Attention: Richard Tan, Vice President, Corporate Trust

(as Indenture Trustee)

Atlas Collateral Agency Pte. Ltd. 80 Robinson Road, #02-00 Singapore 068898

Attention: Karen Ng, Associate Director, Collateral Services

(as Security Agent / Collateral Agent)

Re: Suspension of Proposed Offering of $400,000,000 Aggregate Principal Amount of Senior Secured Notes due 2029 by Thalassa Shipping & Logistics SA and Thalassa Finance Pte. Ltd. (UEN 202209345K) as Co-Issuers

Dear Mr. Reinhardt:

I. Identification of Transaction and Authority

This letter is delivered on behalf of Thalassa Shipping & Logistics SA, a société anonyme organized under the laws of the Hellenic Republic ("TSL" or the "Company"), and constitutes formal notice of the suspension of the proposed offering (the "Offering") of $400,000,000 in aggregate principal amount of Senior Secured Notes due 2029 (the "Notes"), bearing an indicative coupon of 8.750% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2023, and maturing on October 15, 2029. The Notes were proposed to be issued by TSL, as primary issuer, and Thalassa Finance Pte. Ltd., a private company limited by shares organized under the laws of the Republic of Singapore (UEN 202209345K) and a wholly-owned subsidiary of TSL ("TFPL" and, together with TSL, the "Co-Issuers"), as co-issuer, pursuant to an indenture to be governed by the laws of the Republic of Singapore (the "Indenture").

The Notes were proposed to be offered and sold (i) to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and (ii) to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. An application was to have been made for the listing and quotation of the Notes on the Singapore Exchange Securities Trading Limited (the "SGX-ST").

Anchor Bay Securities LLC ("ABS") was appointed to act as Lead Bookrunner and Lead Initial Purchaser for the Offering. Halcyon Partners International Ltd. ("HPI") was appointed to act as Co-Manager and Co-Initial Purchaser for the Offering. Together, ABS and HPI are referred to herein as the "Initial Purchasers."

This letter is being delivered by the undersigned, Spyros Andreou, Chief Executive Officer of TSL, acting on behalf of the Board of Directors of TSL (the "Board"), pursuant to authority granted by the Board at its meetings held on October 17, 2022 and November 10, 2022, respectively.

II. Background — Status of the Offering Documentation

The parties have been working toward the Offering since the engagement of Calderwood & Harkness LLP as issuer's counsel on June 13, 2022 (Calderwood & Harkness LLP Matter No. 1044-00004). In the intervening period, substantial progress was made in the preparation, negotiation, and near-finalization of the full suite of transaction documentation and marketing materials. We summarize the current status of the principal documents below for the avoidance of doubt and for the record.

Indenture. The Indenture (5th draft, dated September 6, 2022) was substantially agreed among the Co-Issuers, the Guarantor Subsidiaries (being Thalassa Dry Bulk Operations Ltd., a company organized under the laws of Malta; Thalassa Container Feeder Ltd., a company organized under the laws of the Republic of the marshall Islands; Thalassa Port Services FZCO, a company organized under the laws of the Dubai International Financial Centre, United Arab Emirates; and Thalassa Freight Solutions Pte. Ltd., a company organized under the laws of the Republic of Singapore; collectively, the "Guarantor Subsidiaries"), Marlowe Asset Management Trust Company of Singapore Pte. Ltd. as Trustee, and Atlas Collateral Agency Pte. Ltd. as Security Agent. The Indenture, as drafted, is to be governed by the laws of the Republic of Singapore. The 5th draft reflected the resolution of substantially all open commercial and legal points, including the basket structures, the restricted payments covenant, the collateral release mechanics, and the change-of-control put provisions. Only limited confirmatory comments from the Trustee's counsel, Thornton Ashworth LLP, remained outstanding as of the last round of mark-ups.

Offering Memorandum. The Offering Memorandum (4th draft, dated September 12, 2022), comprising approximately 280 pages, was substantially agreed among the parties. The Offering Memorandum included, among other things, the description of TSL's fleet and operations, risk factors, capitalization, management's discussion and analysis of financial condition and results of operations, the description of the Notes, and audited and interim financial statements. The disclosure was prepared on the basis of the Company's financial results through and including the first quarter of 2022, and the LTM Adjusted EBITDA figure presented therein was $214.6 million, based on Q1 2022 annualized data. The 4th draft was reviewed by issuer's counsel and counsel to the Initial Purchasers for completeness and consistency with applicable disclosure standards.

Investor Presentation. The investor presentation (dated September 19, 2022), comprising approximately 45 slides, was prepared in coordination with ABS and reviewed by Calderwood & Harkness LLP for consistency with the Offering Memorandum disclosure. The presentation included fleet overview slides, financial summary materials, pro forma capitalization tables, covenant summary slides, and illustrative credit metrics.

Purchase Agreement. The Purchase Agreement among the Co-Issuers, the Guarantor Subsidiaries, and the Initial Purchasers was in near-final form. The Purchase Agreement provided for the purchase by the Initial Purchasers of the Notes at a discount of 2.00% of par value ($8,000,000 in the aggregate), allocated 65% to ABS ($5,200,000) and 35% to HPI ($2,800,000).

Registration Rights Agreement. The Registration Rights Agreement, providing for the registration or exchange of the Notes within specified time periods following closing, was in near-final draft form.

Intercreditor Agreement. The Intercreditor Agreement was in near-final draft form, reflecting the agreed priority and lien-sharing arrangements among the secured parties.

Security Documents. The Security Documents were in near-final draft form. These included (i) forms of first-preferred ship mortgages over the twenty-eight (28) vessels designated as Collateral Vessels (the "Collateral Vessels"), to be registered in the applicable ship registries; (ii) deeds of assignment of earnings and insurances in respect of each Collateral Vessel; (iii) share pledge agreements over the shares of each Guarantor Subsidiary; and (iv) an assignment of intercompany loan receivables in an aggregate amount of $365,000,000 owed by certain subsidiaries to the Co-Issuers.

Roadshow Materials. The roadshow materials were in near-final form and had been reviewed by issuer's counsel for consistency with the Offering Memorandum disclosure.

The Offering was originally planned to launch on September 26, 2022, with a targeted settlement and closing date of October 15, 2022. The launch was postponed a first time on September 26, 2022, and was further postponed a second time on October 3, 2022, in each case in light of deteriorating market conditions, as more fully described below. Since the second postponement, the Offering has remained on hold pending a reassessment of market conditions and pricing feasibility.

III. Reasons for Suspension — Market Deterioration

At a meeting of the Board held on October 17, 2022, the Board resolved to delay the Offering following a careful and thorough determination that prevailing and projected freight market conditions render the Offering uneconomical at the indicative pricing levels previously discussed with the Initial Purchasers. Following continued monitoring of market developments during the period from October 17, 2022 through the date of this letter, the Board has now determined that a formal suspension of the Offering is warranted. The principal factors underlying this determination are as follows:

Collapse of the Baltic Dry Index. The Baltic Dry Index (the "BDI"), the principal benchmark index for the cost of shipping dry bulk commodities globally and a key indicator of demand for dry bulk vessel capacity, has experienced a severe and sustained decline. The BDI stood at approximately 3,400 points in May 2022, a level at which the Offering was initially contemplated. By October 17, 2022, the date of the Board meeting at which the initial delay was resolved, the BDI had fallen to below 1,400 points — a decline of approximately 59% from its May 2022 level. As of the date of this letter, November 14, 2022, the BDI has declined further to below 1,200 points, representing a cumulative decline of approximately 65% from the May 2022 level. This represents one of the most significant contractions in the BDI in recent years and reflects a broad-based deterioration in global dry bulk freight markets driven by weakening demand from key import markets (particularly the People's Republic of China), rising port congestion resolution (which has reduced effective vessel demand), and an increase in vessel supply entering the market.

Compression of Charter Rates. In direct connection with the decline of the BDI, projected charter rates for TSL's Supramax and Ultramax fleet — which constitute the core revenue-generating assets of the Company — have compressed by approximately 40% to 55% relative to the charter rate assumptions underpinning the financial projections presented in the Offering Memorandum. This compression reflects both spot market declines and the downward revision of forward time-charter rate expectations by leading shipbrokers and market participants.

Decline in Forward-Looking Adjusted EBITDA. As a result of the foregoing, TSL's forward-looking Adjusted EBITDA estimate for fiscal year 2023 has declined from the $214.6 million LTM Adjusted EBITDA figure reflected in the Offering Memorandum (based on Q1 2022 annualized data and the charter rate environment prevailing at the time of preparation) to approximately $128 million based on current and projected charter rate levels. This represents a decline of approximately 40% and reflects the Company's updated internal forecasting as of November 2022.

Impact on Pro Forma Credit Metrics. The decline in forward-looking Adjusted EBITDA materially alters the pro forma credit metrics of the Offering. Based on the originally contemplated metrics, pro forma net leverage (calculated as pro forma net debt divided by Adjusted EBITDA) would have been approximately 1.59x, calculated as $341.7 million in net debt (being $400 million in gross debt from the Notes, less $58.3 million in pro forma unrestricted cash) divided by $214.6 million in Adjusted EBITDA. Under the revised Adjusted EBITDA estimate of approximately $128 million, pro forma net leverage would increase to approximately 2.67x (being $341.7 million in net debt divided by $128 million in Adjusted EBITDA). While this revised leverage level remains within the incurrence-based maximum Total Net Leverage Ratio covenant of 3.50x contained in the Indenture, it materially alters the risk profile of the Notes and the credit story presented to investors, and would necessitate a comprehensive update to the financial disclosure in the Offering Memorandum, including the risk factors, management's discussion and analysis, and pro forma capitalization sections.

Pricing Dislocation. ABS has advised TSL that, in light of the deteriorated freight market conditions, the broader tightening of credit conditions in the high-yield market, and the widening of spreads in the shipping sector specifically, the Offering would need to be repriced to an indicative coupon in the range of approximately 10.50% to 11.00% per annum in order to achieve a successful bookbuild in the current environment. This represents a repricing of approximately 175 to 225 basis points above the original indicative coupon of 8.750% per annum. The Board has carefully considered this guidance and has determined that issuing the Notes at a coupon in the 10.50% to 11.00% range would be unacceptable from a cost-of-capital perspective and would not be in the best interests of the Company or its shareholders. The resulting incremental annual interest expense (approximately $7.0 million to $9.0 million on $400 million of Notes) would be material, particularly in an environment of declining revenues.

Uncertainty Regarding Investor Appetite. In addition to the pricing dislocation described above, there is consequent uncertainty regarding whether sufficient investor appetite exists at any pricing level acceptable to TSL to achieve a fully subscribed bookbuild. The deterioration in freight market fundamentals, coupled with the broader risk-off sentiment in the global capital markets, has significantly reduced the universe of potential investors willing to commit to a new-issue high-yield offering in the shipping sector at this time.

IV. Rating Agency Actions

Further to the market deterioration described above, the preliminary credit ratings assigned to the Notes by both rating agencies have been placed on hold:

Polaris Ratings Group Ltd. Polaris Ratings Group Ltd. ("Polaris") assigned a preliminary rating of B+ with a stable outlook to the proposed Notes on August 8, 2022. Effective November 2, 2022, Polaris placed the preliminary rating on hold pending further developments with respect to the Offering. The Company's primary contact at Polaris is Carl Johansson, Lead Analyst, Transportation & Shipping.

Oceanic Credit Assessments Inc. Oceanic Credit Assessments Inc. ("Oceanic") assigned a preliminary rating of B1 with a stable outlook to the proposed Notes on August 10, 2022. Effective November 4, 2022, Oceanic placed the preliminary rating on hold pending further developments with respect to the Offering. The Company's primary contact at Oceanic is Linda Park, Senior Director, Maritime & Logistics.

The placement of both preliminary ratings on hold is consistent with, and a consequence of, the indefinite suspension of the Offering as described herein. Neither Polaris nor Oceanic has withdrawn its preliminary rating at this time; however, in the event of a reactivation of the Offering, the Company anticipates that both rating agencies will require updated financial information and credit analysis before confirming or revising their respective preliminary ratings.

V. Formal Notice of Suspension

In light of the foregoing, TSL hereby formally notifies ABS, as Lead Initial Purchaser, that the proposed Offering of the Notes is suspended, effective as of the date of this letter, November 14, 2022 (the "Suspension Date").

The suspension applies to all activities related to the Offering, including but not limited to the following:

(a) all marketing activities, including any investor outreach, calls, meetings, or presentations;

(b) all roadshow activities, whether in-person, virtual, or otherwise;

(d) all bookbuilding activities, including the solicitation, acceptance, or recording of indications of interest or orders;

(e) all pricing activities, including the determination or communication of any indicative or final pricing terms;

(f) all settlement, closing, and delivery activities;

(g) the filing or pursuit of any listing application with the SGX-ST or any other securities exchange; and

(h) any other activities undertaken in furtherance of the Offering.

TSL hereby instructs ABS to promptly notify HPI of the suspension of the Offering and to direct HPI to cease all marketing, distribution, and other activities related to the Offering with immediate effect. ABS shall confirm its compliance with this instruction in writing to the undersigned.

TSL requests that ABS confirm receipt of this notice in writing, directed to the undersigned at the address set forth above, with a copy to Calderwood & Harkness LLP, Attention: Robert Adeyemi, at the address set forth above, within three (3) business days of the date hereof.

VI. Use of Proceeds — Confirmation That No Proceeds Have Been Received

TSL confirms, for the avoidance of doubt, that:

(a) No Notes have been issued by the Co-Issuers;

(b) No proceeds have been received by the Co-Issuers or any Guarantor Subsidiary in connection with the Offering;

(d) No funds have been disbursed or applied from any source in connection with the Offering.

TSL further confirms that the existing bilateral ship-finance facilities of the Company remain in place and have not been refinanced, prepaid, or otherwise affected by the suspension of the Offering. Specifically:

(i) The bilateral secured revolving credit facility with Meridian Maritime Bank AG, Talstrasse 18, 8001 Zürich, Switzerland (contact: Hans-Peter Gerber, Senior Vice President, Shipping & Offshore Finance), with an aggregate outstanding balance of approximately $190 million as of the date hereof, remains in full force and effect in accordance with its terms; and

(ii) The bilateral secured term loan facility with Clearwater Shipping Finance Ltd., 1 Fleet Place, London EC4M 7RA, United Kingdom (contact: Emma Blackwood, Director, Ship Lending), with an aggregate outstanding balance of approximately $120 million as of the date hereof, remains in full force and effect in accordance with its terms.

TSL notes that draft payoff letter requests to each of Meridian Maritime Bank AG and Clearwater Shipping Finance Ltd. were prepared by Calderwood & Harkness LLP in connection with the contemplated use of proceeds of the Notes (which was to include the refinancing of the existing bilateral facilities), but such payoff letter requests were never sent. Neither Meridian Maritime Bank AG nor Clearwater Shipping Finance Ltd. has been formally notified of, or asked to consent to, any refinancing or prepayment of its respective facility in connection with the Offering.

VII. Status of Transaction Documents

TSL confirms that no transaction documents in connection with the Offering have been executed. All documents, including the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Intercreditor Agreement, the Security Documents, and all ancillary instruments and agreements, remain in near-final draft form. The assembled signature page package, which was collated in anticipation of a closing that did not occur, remains unexecuted and in the possession of Calderwood & Harkness LLP.

The proposed securities identifiers allocated in anticipation of the Offering have not been activated and no securities have been issued in connection therewith. Specifically:

• ISIN (Regulation S): XS2498731056

• ISIN (Rule 144A): US87265TAA10

• Common Code: 249873105

• CUSIP: 87265T AA1

These identifiers were provisionally assigned but remain dormant and unassociated with any outstanding securities.

The comfort letter from Kestrel & White Chartered Accountants (contact: Georgios Papadimitriou, Audit Partner), the Company's independent auditors, was formally requested on August 1, 2022 in connection with the Offering. A draft comfort letter was prepared and circulated; however, a final comfort letter was never delivered, and no reliance may be placed on any draft comfort letter in its current form.

The fleet appraisal prepared by Compass Marine Valuations Ltd. (contact: Robert Hargreaves, Managing Director), consisting of a desktop valuation dated June 2022, valued the total fleet of TSL at approximately $1.82 billion and the twenty-eight (28) Collateral Vessels at approximately $1.175 billion. Given the passage of time and the significant changes in freight market conditions since the date of that valuation, the fleet appraisal will require refreshing and updating upon any reactivation of the Offering.

Legal opinions from each of the following counsel remain in draft form and were never delivered:

(a) Calderwood & Harkness LLP (New York counsel to the Issuers), regarding due authorization, valid issuance, and enforceability of the Notes and transaction documents under New York and Singapore law;

(b) Delphi & Karidis LLP (Greek counsel; contact: Nikolaos Karidis, Partner), regarding matters of Greek law, including the corporate status and authority of TSL and the enforceability of Greek law-governed security documents; and

(c) Rajendra & Osman LLP (Singapore counsel; contact: Anil Rajendra, Managing Partner), regarding matters of Singapore law, including the corporate status and authority of TFPL and Thalassa Freight Solutions Pte. Ltd. and the enforceability of the Indenture and other Singapore law-governed transaction documents.

The 10b-5 disclosure letter (negative assurance letter) from Whitfield & Crane LLP (contact: Thomas Whitfield III, Partner, Capital Markets), as counsel to the Initial Purchasers, regarding the accuracy and completeness of the Offering Memorandum, was never delivered.

VIII. Reservation of Rights — Reactivation

TSL expressly reserves the right, at its sole and absolute discretion, to reactivate the Offering at any time upon improvement in freight market conditions or upon such other date as the Board may determine.

In the event of a reactivation of the Offering, TSL acknowledges that the following steps will be required, among others, before the Offering may proceed:

(a) Updated Financial Disclosure. The Offering Memorandum will need to be updated to reflect the Company's then-current financial results, including updated revenue, Adjusted EBITDA, net income, cash flow, and pro forma leverage metrics, as well as updated risk factors, management's discussion and analysis, and capitalization tables. The extent of the required updates will depend upon the length of time that has elapsed since the Suspension Date and the magnitude of any intervening changes in the Company's financial condition and results of operations.

(b) Refreshed Comfort Letter. A new or updated comfort letter from Kestrel & White Chartered Accountants will need to be obtained, reflecting the updated financial information included in the revised Offering Memorandum and covering any subsequent interim financial periods.

(c) Updated Fleet Appraisal. An updated fleet appraisal from Compass Marine Valuations Ltd. (or another reputable independent maritime valuation firm acceptable to the Initial Purchasers) will be required to reflect then-current vessel values for the total fleet and the Collateral Vessels.

(d) Reactivation of Preliminary Ratings. Re-engagement with Polaris Ratings Group Ltd. and Oceanic Credit Assessments Inc. will be necessary to reactivate, confirm, or update the preliminary ratings assigned to the Notes. Each rating agency may require updated financial information, management meetings, and credit analysis before taking any rating action.

(e) Updated Due Diligence and Legal Opinions. Updated due diligence sessions (including bring-down due diligence calls) and refreshed legal opinions from Calderwood & Harkness LLP, Delphi & Karidis LLP, and Rajendra & Osman LLP will be required. A 10b-5 disclosure letter from Whitfield & Crane LLP will also be required.

(f) Potential Re-Pricing. The indicative coupon and pricing terms of the Notes may need to be revised to reflect then-current market conditions, including prevailing interest rates, credit spreads, and investor demand for shipping-sector high-yield securities.

(g) Updated Board Resolutions. Updated resolutions of the Board of Directors of TSL and the board of directors of TFPL will be required to authorize the Offering on revised terms, if applicable.

(h) Other Steps. Such other steps as may be reasonably required by the Initial Purchasers, the Trustee, the Security Agent, or any advisor in connection with the reactivation of the Offering, including potential updates to the Security Documents, the Intercreditor Agreement, and the listing application to the SGX-ST.

TSL will notify ABS in writing of any decision to reactivate the Offering and will coordinate with all parties and advisors as appropriate to ensure an orderly and efficient reactivation process. For the avoidance of doubt, TSL has indicated during discussions with ABS and its advisors that a potential reactivation of the Offering may be considered if the BDI sustains above 2,000 points for a meaningful period, provided that other market and Company-specific conditions are also favorable. This indication is provided for informational purposes only and does not constitute a commitment or undertaking by TSL to reactivate the Offering at any particular time or at any particular BDI level.

IX. No Termination of Engagement / Advisor Relationships

For the avoidance of doubt, this suspension notice does not constitute, and shall not be construed as, a termination of the engagement of ABS or HPI as Initial Purchasers for the Offering, nor as a termination of any advisor engagement in connection with the Offering. Specifically, the engagements and mandates of each of the following parties remain in full force and effect, subject in each case to the terms and conditions of the applicable engagement letter, mandate letter, or other agreement:

(a) Anchor Bay Securities LLC, as Lead Bookrunner and Lead Initial Purchaser;

(b) Halcyon Partners International Ltd., as Co-Manager and Co-Initial Purchaser;

(d) Delphi & Karidis LLP, as Greek Counsel to the Issuer;

(e) Rajendra & Osman LLP, as Singapore Counsel to the Issuer;

(f) Whitfield & Crane LLP, as Counsel to the Initial Purchasers;

(g) Marlowe Asset Management Trust Company of Singapore Pte. Ltd., as Indenture Trustee;

(h) Atlas Collateral Agency Pte. Ltd., as Security Agent / Collateral Agent; and

(i) Thornton Ashworth LLP, as Counsel to the Trustee.

All engagement letters and mandate letters entered into in connection with the Offering remain in effect in accordance with their respective terms, including with respect to any applicable termination provisions, tail periods, and expense reimbursement obligations. The Initial Purchaser discount of 2.00% of par value ($8,000,000 in the aggregate, allocated 65% to ABS ($5,200,000) and 35% to HPI ($2,800,000)) remains contingent upon the closing of the Offering and the issuance of the Notes, and no portion of such discount has become payable or will become payable unless and until the Notes are issued. For the avoidance of doubt, this suspension notice does not affect or modify any provisions of the applicable engagement letters or mandate letters regarding the reimbursement of out-of-pocket expenses incurred by any party in connection with the Offering, which shall continue to be governed by the terms of such engagement letters and mandate letters.

X. Confidentiality

TSL reminds ABS and all recipients of this letter of their continuing obligations of confidentiality with respect to all non-public information regarding TSL, its subsidiaries, the Offering, and the transaction documentation, in each case as set forth in the applicable engagement letters, mandate letters, confidentiality agreements, and other agreements between the parties. These confidentiality obligations survive the suspension of the Offering and continue in full force and effect in accordance with their respective terms.

TSL requests that no public announcement, press release, market communication, or other public disclosure be made by ABS, HPI, or any other party regarding the suspension of the Offering, or regarding the existence, status, or terms of the Offering, without the prior written consent of TSL, such consent to be directed through the undersigned with a copy to Calderwood & Harkness LLP.

XI. Governing Law

This notice, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the Republic of Singapore, consistent with the governing law of the Indenture and the other principal transaction documents contemplated in connection with the Offering.

XII. Closing

TSL wishes to express its sincere appreciation for the significant efforts of ABS, HPI, and all parties and advisors who have contributed to the preparation and advancement of the Offering over the past several months. The work product developed in connection with the Offering is of a high quality and represents a substantial foundation upon which the Offering may be built when market conditions permit a reactivation.

The Board and management of TSL remain confident in the Company's fleet, operations, and long-term strategic position within the global dry bulk and container feeder markets. TSL is confident that it will be well-positioned to bring the Offering to market at an appropriate time when freight market conditions, credit market conditions, and pricing levels align in a manner that serves the best interests of the Company and its stakeholders.

We look forward to our continued partnership with ABS and all parties involved in the Offering and stand ready to reengage when the time is right.

Very truly yours,

THALASSA SHIPPING & LOGISTICS SA

By: ________

Name: Spyros Andreou

Title: Chief Executive Officer

Date: November 14, 2022

Drafted by Calderwood & Harkness LLP (Brendan Walsh, Lead Associate, Capital Markets)

Enclosures: None

Calderwood & Harkness LLP Matter No. 1044-00004 / Client No. 80214-TSL

CONFIDENTIAL
THALASSA SHIPPING & LOGISTICS SA (Société Anonyme organized under the laws of the Hellenic Republic) Greek General Commercial Registry (GEMI) No.: 148276201000 42 Akti Miaouli Piraeus 185 35 Greece
November 14, 2022
Anchor Bay Securities LLC 599 Lexington Avenue, 28th Floor New York, NY 10022
Attention: Marcus Reinhardt, Managing Director, Head of Shipping & Transportation DCM
cc:
Halcyon Partners International Ltd. 25 Old Broad Street London EC2N 1HQ, United Kingdom
Attention: James Ogilvie, Managing Director, European High-Yield
(as Co-Manager / Initial Purchaser)
Calderwood & Harkness LLP 125 Broad Street New York, NY 10004
Attention: Robert Adeyemi, Responsible Partner, Capital Markets
(as Issuer's Counsel)
Whitfield & Crane LLP One Liberty Plaza, 165 Broadway New York, NY 10006
Attention: Thomas Whitfield III, Partner, Capital Markets
(as Counsel to the Initial Purchasers)
Marlowe Asset Management Trust Company of Singapore Pte. Ltd. 80 Robinson Road, #02-00 Singapore 068898
Attention: Richard Tan, Vice President, Corporate Trust
(as Indenture Trustee)
Atlas Collateral Agency Pte. Ltd. 80 Robinson Road, #02-00 Singapore 068898
Attention: Karen Ng, Associate Director, Collateral Services
(as Security Agent / Collateral Agent)
Re: Suspension of Proposed Offering of $400,000,000 Aggregate Principal Amount of Senior Secured Notes due 2029 by Thalassa Shipping & Logistics SA and Thalassa Finance Pte. Ltd. (UEN 202209345K) as Co-Issuers
Dear Mr. Reinhardt:
I. Identification of Transaction and Authority
This letter is delivered on behalf of Thalassa Shipping & Logistics SA, a société anonyme organized under the laws of the Hellenic Republic ("TSL" or the "Company"), and constitutes formal notice of the suspension of the proposed offering (the "Offering") of $400,000,000 in aggregate principal amount of Senior Secured Notes due 2029 (the "Notes"), bearing an indicative coupon of 8.750% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2023, and maturing on October 15, 2029. The Notes were proposed to be issued by TSL, as primary issuer, and Thalassa Finance Pte. Ltd., a private company limited by shares organized under the laws of the Republic of Singapore (UEN 202209345K) and a wholly-owned subsidiary of TSL ("TFPL" and, together with TSL, the "Co-Issuers"), as co-issuer, pursuant to an indenture to be governed by the laws of the Republic of Singapore (the "Indenture").
The Notes were proposed to be offered and sold (i) to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and (ii) to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. An application was to have been made for the listing and quotation of the Notes on the Singapore Exchange Securities Trading Limited (the "SGX-ST").
Anchor Bay Securities LLC ("ABS") was appointed to act as Lead Bookrunner and Lead Initial Purchaser for the Offering. Halcyon Partners International Ltd. ("HPI") was appointed to act as Co-Manager and Co-Initial Purchaser for the Offering. Together, ABS and HPI are referred to herein as the "Initial Purchasers."
This letter is being delivered by the undersigned, Spyros Andreou, Chief Executive Officer of TSL, acting on behalf of the Board of Directors of TSL (the "Board"), pursuant to authority granted by the Board at its meetings held on October 17, 2022 and November 10, 2022, respectively.
II. Background — Status of the Offering Documentation
The parties have been working toward the Offering since the engagement of Calderwood & Harkness LLP as issuer's counsel on June 13, 2022 (Calderwood & Harkness LLP Matter No. 1044-00004). In the intervening period, substantial progress was made in the preparation, negotiation, and near-finalization of the full suite of transaction documentation and marketing materials. We summarize the current status of the principal documents below for the avoidance of doubt and for the record.
Indenture. The Indenture (5th draft, dated September 6, 2022) was substantially agreed among the Co-Issuers, the Guarantor Subsidiaries (being Thalassa Dry Bulk Operations Ltd., a company organized under the laws of Malta; Thalassa Container Feeder Ltd., a company organized under the laws of the Republic of the marshall Islands; Thalassa Port Services FZCO, a company organized under the laws of the Dubai International Financial Centre, United Arab Emirates; and Thalassa Freight Solutions Pte. Ltd., a company organized under the laws of the Republic of Singapore; collectively, the "Guarantor Subsidiaries"), Marlowe Asset Management Trust Company of Singapore Pte. Ltd. as Trustee, and Atlas Collateral Agency Pte. Ltd. as Security Agent. The Indenture, as drafted, is to be governed by the laws of the Republic of Singapore. The 5th draft reflected the resolution of substantially all open commercial and legal points, including the basket structures, the restricted payments covenant, the collateral release mechanics, and the change-of-control put provisions. Only limited confirmatory comments from the Trustee's counsel, Thornton Ashworth LLP, remained outstanding as of the last round of mark-ups.
Offering Memorandum. The Offering Memorandum (4th draft, dated September 12, 2022), comprising approximately 280 pages, was substantially agreed among the parties. The Offering Memorandum included, among other things, the description of TSL's fleet and operations, risk factors, capitalization, management's discussion and analysis of financial condition and results of operations, the description of the Notes, and audited and interim financial statements. The disclosure was prepared on the basis of the Company's financial results through and including the first quarter of 2022, and the LTM Adjusted EBITDA figure presented therein was $214.6 million, based on Q1 2022 annualized data. The 4th draft was reviewed by issuer's counsel and counsel to the Initial Purchasers for completeness and consistency with applicable disclosure standards.
Investor Presentation. The investor presentation (dated September 19, 2022), comprising approximately 45 slides, was prepared in coordination with ABS and reviewed by Calderwood & Harkness LLP for consistency with the Offering Memorandum disclosure. The presentation included fleet overview slides, financial summary materials, pro forma capitalization tables, covenant summary slides, and illustrative credit metrics.
Purchase Agreement. The Purchase Agreement among the Co-Issuers, the Guarantor Subsidiaries, and the Initial Purchasers was in near-final form. The Purchase Agreement provided for the purchase by the Initial Purchasers of the Notes at a discount of 2.00% of par value ($8,000,000 in the aggregate), allocated 65% to ABS ($5,200,000) and 35% to HPI ($2,800,000).
Registration Rights Agreement. The Registration Rights Agreement, providing for the registration or exchange of the Notes within specified time periods following closing, was in near-final draft form.
Intercreditor Agreement. The Intercreditor Agreement was in near-final draft form, reflecting the agreed priority and lien-sharing arrangements among the secured parties.
Security Documents. The Security Documents were in near-final draft form. These included (i) forms of first-preferred ship mortgages over the twenty-eight (28) vessels designated as Collateral Vessels (the "Collateral Vessels"), to be registered in the applicable ship registries; (ii) deeds of assignment of earnings and insurances in respect of each Collateral Vessel; (iii) share pledge agreements over the shares of each Guarantor Subsidiary; and (iv) an assignment of intercompany loan receivables in an aggregate amount of $365,000,000 owed by certain subsidiaries to the Co-Issuers.
Roadshow Materials. The roadshow materials were in near-final form and had been reviewed by issuer's counsel for consistency with the Offering Memorandum disclosure.
The Offering was originally planned to launch on September 26, 2022, with a targeted settlement and closing date of October 15, 2022. The launch was postponed a first time on September 26, 2022, and was further postponed a second time on October 3, 2022, in each case in light of deteriorating market conditions, as more fully described below. Since the second postponement, the Offering has remained on hold pending a reassessment of market conditions and pricing feasibility.
III. Reasons for Suspension — Market Deterioration
At a meeting of the Board held on October 17, 2022, the Board resolved to delay the Offering following a careful and thorough determination that prevailing and projected freight market conditions render the Offering uneconomical at the indicative pricing levels previously discussed with the Initial Purchasers. Following continued monitoring of market developments during the period from October 17, 2022 through the date of this letter, the Board has now determined that a formal suspension of the Offering is warranted. The principal factors underlying this determination are as follows:
Collapse of the Baltic Dry Index. The Baltic Dry Index (the "BDI"), the principal benchmark index for the cost of shipping dry bulk commodities globally and a key indicator of demand for dry bulk vessel capacity, has experienced a severe and sustained decline. The BDI stood at approximately 3,400 points in May 2022, a level at which the Offering was initially contemplated. By October 17, 2022, the date of the Board meeting at which the initial delay was resolved, the BDI had fallen to below 1,400 points — a decline of approximately 59% from its May 2022 level. As of the date of this letter, November 14, 2022, the BDI has declined further to below 1,200 points, representing a cumulative decline of approximately 65% from the May 2022 level. This represents one of the most significant contractions in the BDI in recent years and reflects a broad-based deterioration in global dry bulk freight markets driven by weakening demand from key import markets (particularly the People's Republic of China), rising port congestion resolution (which has reduced effective vessel demand), and an increase in vessel supply entering the market.
Compression of Charter Rates. In direct connection with the decline of the BDI, projected charter rates for TSL's Supramax and Ultramax fleet — which constitute the core revenue-generating assets of the Company — have compressed by approximately 40% to 55% relative to the charter rate assumptions underpinning the financial projections presented in the Offering Memorandum. This compression reflects both spot market declines and the downward revision of forward time-charter rate expectations by leading shipbrokers and market participants.
Decline in Forward-Looking Adjusted EBITDA. As a result of the foregoing, TSL's forward-looking Adjusted EBITDA estimate for fiscal year 2023 has declined from the $214.6 million LTM Adjusted EBITDA figure reflected in the Offering Memorandum (based on Q1 2022 annualized data and the charter rate environment prevailing at the time of preparation) to approximately $128 million based on current and projected charter rate levels. This represents a decline of approximately 40% and reflects the Company's updated internal forecasting as of November 2022.
Impact on Pro Forma Credit Metrics. The decline in forward-looking Adjusted EBITDA materially alters the pro forma credit metrics of the Offering. Based on the originally contemplated metrics, pro forma net leverage (calculated as pro forma net debt divided by Adjusted EBITDA) would have been approximately 1.59x, calculated as $341.7 million in net debt (being $400 million in gross debt from the Notes, less $58.3 million in pro forma unrestricted cash) divided by $214.6 million in Adjusted EBITDA. Under the revised Adjusted EBITDA estimate of approximately $128 million, pro forma net leverage would increase to approximately 2.67x (being $341.7 million in net debt divided by $128 million in Adjusted EBITDA). While this revised leverage level remains within the incurrence-based maximum Total Net Leverage Ratio covenant of 3.50x contained in the Indenture, it materially alters the risk profile of the Notes and the credit story presented to investors, and would necessitate a comprehensive update to the financial disclosure in the Offering Memorandum, including the risk factors, management's discussion and analysis, and pro forma capitalization sections.
Pricing Dislocation. ABS has advised TSL that, in light of the deteriorated freight market conditions, the broader tightening of credit conditions in the high-yield market, and the widening of spreads in the shipping sector specifically, the Offering would need to be repriced to an indicative coupon in the range of approximately 10.50% to 11.00% per annum in order to achieve a successful bookbuild in the current environment. This represents a repricing of approximately 175 to 225 basis points above the original indicative coupon of 8.750% per annum. The Board has carefully considered this guidance and has determined that issuing the Notes at a coupon in the 10.50% to 11.00% range would be unacceptable from a cost-of-capital perspective and would not be in the best interests of the Company or its shareholders. The resulting incremental annual interest expense (approximately $7.0 million to $9.0 million on $400 million of Notes) would be material, particularly in an environment of declining revenues.
Uncertainty Regarding Investor Appetite. In addition to the pricing dislocation described above, there is consequent uncertainty regarding whether sufficient investor appetite exists at any pricing level acceptable to TSL to achieve a fully subscribed bookbuild. The deterioration in freight market fundamentals, coupled with the broader risk-off sentiment in the global capital markets, has significantly reduced the universe of potential investors willing to commit to a new-issue high-yield offering in the shipping sector at this time.
IV. Rating Agency Actions
Further to the market deterioration described above, the preliminary credit ratings assigned to the Notes by both rating agencies have been placed on hold:
Polaris Ratings Group Ltd. Polaris Ratings Group Ltd. ("Polaris") assigned a preliminary rating of B+ with a stable outlook to the proposed Notes on August 8, 2022. Effective November 2, 2022, Polaris placed the preliminary rating on hold pending further developments with respect to the Offering. The Company's primary contact at Polaris is Carl Johansson, Lead Analyst, Transportation & Shipping.
Oceanic Credit Assessments Inc. Oceanic Credit Assessments Inc. ("Oceanic") assigned a preliminary rating of B1 with a stable outlook to the proposed Notes on August 10, 2022. Effective November 4, 2022, Oceanic placed the preliminary rating on hold pending further developments with respect to the Offering. The Company's primary contact at Oceanic is Linda Park, Senior Director, Maritime & Logistics.
The placement of both preliminary ratings on hold is consistent with, and a consequence of, the indefinite suspension of the Offering as described herein. Neither Polaris nor Oceanic has withdrawn its preliminary rating at this time; however, in the event of a reactivation of the Offering, the Company anticipates that both rating agencies will require updated financial information and credit analysis before confirming or revising their respective preliminary ratings.
V. Formal Notice of Suspension
In light of the foregoing, TSL hereby formally notifies ABS, as Lead Initial Purchaser, that the proposed Offering of the Notes is suspended, effective as of the date of this letter, November 14, 2022 (the "Suspension Date").
The suspension applies to all activities related to the Offering, including but not limited to the following:
(a) all marketing activities, including any investor outreach, calls, meetings, or presentations;
(b) all roadshow activities, whether in-person, virtual, or otherwise;
(c) all investor communications relating to the Offering, whether written or oral;
(d) all bookbuilding activities, including the solicitation, acceptance, or recording of indications of interest or orders;
(e) all pricing activities, including the determination or communication of any indicative or final pricing terms;
(f) all settlement, closing, and delivery activities;
(g) the filing or pursuit of any listing application with the SGX-ST or any other securities exchange; and
(h) any other activities undertaken in furtherance of the Offering.
TSL hereby instructs ABS to promptly notify HPI of the suspension of the Offering and to direct HPI to cease all marketing, distribution, and other activities related to the Offering with immediate effect. ABS shall confirm its compliance with this instruction in writing to the undersigned.
TSL requests that ABS confirm receipt of this notice in writing, directed to the undersigned at the address set forth above, with a copy to Calderwood & Harkness LLP, Attention: Robert Adeyemi, at the address set forth above, within three (3) business days of the date hereof.
VI. Use of Proceeds — Confirmation That No Proceeds Have Been Received
TSL confirms, for the avoidance of doubt, that:
(a) No Notes have been issued by the Co-Issuers;
(b) No proceeds have been received by the Co-Issuers or any Guarantor Subsidiary in connection with the Offering;
(c) No commitments to purchase the Notes have been made by any investor, the Initial Purchasers, or any other party; and
(d) No funds have been disbursed or applied from any source in connection with the Offering.
TSL further confirms that the existing bilateral ship-finance facilities of the Company remain in place and have not been refinanced, prepaid, or otherwise affected by the suspension of the Offering. Specifically:
(i) The bilateral secured revolving credit facility with Meridian Maritime Bank AG, Talstrasse 18, 8001 Zürich, Switzerland (contact: Hans-Peter Gerber, Senior Vice President, Shipping & Offshore Finance), with an aggregate outstanding balance of approximately $190 million as of the date hereof, remains in full force and effect in accordance with its terms; and
(ii) The bilateral secured term loan facility with Clearwater Shipping Finance Ltd., 1 Fleet Place, London EC4M 7RA, United Kingdom (contact: Emma Blackwood, Director, Ship Lending), with an aggregate outstanding balance of approximately $120 million as of the date hereof, remains in full force and effect in accordance with its terms.
TSL notes that draft payoff letter requests to each of Meridian Maritime Bank AG and Clearwater Shipping Finance Ltd. were prepared by Calderwood & Harkness LLP in connection with the contemplated use of proceeds of the Notes (which was to include the refinancing of the existing bilateral facilities), but such payoff letter requests were never sent. Neither Meridian Maritime Bank AG nor Clearwater Shipping Finance Ltd. has been formally notified of, or asked to consent to, any refinancing or prepayment of its respective facility in connection with the Offering.
VII. Status of Transaction Documents
TSL confirms that no transaction documents in connection with the Offering have been executed. All documents, including the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Intercreditor Agreement, the Security Documents, and all ancillary instruments and agreements, remain in near-final draft form. The assembled signature page package, which was collated in anticipation of a closing that did not occur, remains unexecuted and in the possession of Calderwood & Harkness LLP.
The proposed securities identifiers allocated in anticipation of the Offering have not been activated and no securities have been issued in connection therewith. Specifically:
•  ISIN (Regulation S): XS2498731056
•  ISIN (Rule 144A): US87265TAA10
•  Common Code: 249873105
•  CUSIP: 87265T AA1
These identifiers were provisionally assigned but remain dormant and unassociated with any outstanding securities.
The comfort letter from Kestrel & White Chartered Accountants (contact: Georgios Papadimitriou, Audit Partner), the Company's independent auditors, was formally requested on August 1, 2022 in connection with the Offering. A draft comfort letter was prepared and circulated; however, a final comfort letter was never delivered, and no reliance may be placed on any draft comfort letter in its current form.
The fleet appraisal prepared by Compass Marine Valuations Ltd. (contact: Robert Hargreaves, Managing Director), consisting of a desktop valuation dated June 2022, valued the total fleet of TSL at approximately $1.82 billion and the twenty-eight (28) Collateral Vessels at approximately $1.175 billion. Given the passage of time and the significant changes in freight market conditions since the date of that valuation, the fleet appraisal will require refreshing and updating upon any reactivation of the Offering.
Legal opinions from each of the following counsel remain in draft form and were never delivered:
(a) Calderwood & Harkness LLP (New York counsel to the Issuers), regarding due authorization, valid issuance, and enforceability of the Notes and transaction documents under New York and Singapore law;
(b) Delphi & Karidis LLP (Greek counsel; contact: Nikolaos Karidis, Partner), regarding matters of Greek law, including the corporate status and authority of TSL and the enforceability of Greek law-governed security documents; and
(c) Rajendra & Osman LLP (Singapore counsel; contact: Anil Rajendra, Managing Partner), regarding matters of Singapore law, including the corporate status and authority of TFPL and Thalassa Freight Solutions Pte. Ltd. and the enforceability of the Indenture and other Singapore law-governed transaction documents.
The 10b-5 disclosure letter (negative assurance letter) from Whitfield & Crane LLP (contact: Thomas Whitfield III, Partner, Capital Markets), as counsel to the Initial Purchasers, regarding the accuracy and completeness of the Offering Memorandum, was never delivered.
VIII. Reservation of Rights — Reactivation
TSL expressly reserves the right, at its sole and absolute discretion, to reactivate the Offering at any time upon improvement in freight market conditions or upon such other date as the Board may determine.
In the event of a reactivation of the Offering, TSL acknowledges that the following steps will be required, among others, before the Offering may proceed:
(a) Updated Financial Disclosure. The Offering Memorandum will need to be updated to reflect the Company's then-current financial results, including updated revenue, Adjusted EBITDA, net income, cash flow, and pro forma leverage metrics, as well as updated risk factors, management's discussion and analysis, and capitalization tables. The extent of the required updates will depend upon the length of time that has elapsed since the Suspension Date and the magnitude of any intervening changes in the Company's financial condition and results of operations.
(b) Refreshed Comfort Letter. A new or updated comfort letter from Kestrel & White Chartered Accountants will need to be obtained, reflecting the updated financial information included in the revised Offering Memorandum and covering any subsequent interim financial periods.
(c) Updated Fleet Appraisal. An updated fleet appraisal from Compass Marine Valuations Ltd. (or another reputable independent maritime valuation firm acceptable to the Initial Purchasers) will be required to reflect then-current vessel values for the total fleet and the Collateral Vessels.
(d) Reactivation of Preliminary Ratings. Re-engagement with Polaris Ratings Group Ltd. and Oceanic Credit Assessments Inc. will be necessary to reactivate, confirm, or update the preliminary ratings assigned to the Notes. Each rating agency may require updated financial information, management meetings, and credit analysis before taking any rating action.
(e) Updated Due Diligence and Legal Opinions. Updated due diligence sessions (including bring-down due diligence calls) and refreshed legal opinions from Calderwood & Harkness LLP, Delphi & Karidis LLP, and Rajendra & Osman LLP will be required. A 10b-5 disclosure letter from Whitfield & Crane LLP will also be required.
(f) Potential Re-Pricing. The indicative coupon and pricing terms of the Notes may need to be revised to reflect then-current market conditions, including prevailing interest rates, credit spreads, and investor demand for shipping-sector high-yield securities.
(g) Updated Board Resolutions. Updated resolutions of the Board of Directors of TSL and the board of directors of TFPL will be required to authorize the Offering on revised terms, if applicable.
(h) Other Steps. Such other steps as may be reasonably required by the Initial Purchasers, the Trustee, the Security Agent, or any advisor in connection with the reactivation of the Offering, including potential updates to the Security Documents, the Intercreditor Agreement, and the listing application to the SGX-ST.
TSL will notify ABS in writing of any decision to reactivate the Offering and will coordinate with all parties and advisors as appropriate to ensure an orderly and efficient reactivation process. For the avoidance of doubt, TSL has indicated during discussions with ABS and its advisors that a potential reactivation of the Offering may be considered if the BDI sustains above 2,000 points for a meaningful period, provided that other market and Company-specific conditions are also favorable. This indication is provided for informational purposes only and does not constitute a commitment or undertaking by TSL to reactivate the Offering at any particular time or at any particular BDI level.
IX. No Termination of Engagement / Advisor Relationships
For the avoidance of doubt, this suspension notice does not constitute, and shall not be construed as, a termination of the engagement of ABS or HPI as Initial Purchasers for the Offering, nor as a termination of any advisor engagement in connection with the Offering. Specifically, the engagements and mandates of each of the following parties remain in full force and effect, subject in each case to the terms and conditions of the applicable engagement letter, mandate letter, or other agreement:
(a) Anchor Bay Securities LLC, as Lead Bookrunner and Lead Initial Purchaser;
(b) Halcyon Partners International Ltd., as Co-Manager and Co-Initial Purchaser;
(c) Calderwood & Harkness LLP, as Issuer's Counsel;
(d) Delphi & Karidis LLP, as Greek Counsel to the Issuer;
(e) Rajendra & Osman LLP, as Singapore Counsel to the Issuer;
(f) Whitfield & Crane LLP, as Counsel to the Initial Purchasers;
(g) Marlowe Asset Management Trust Company of Singapore Pte. Ltd., as Indenture Trustee;
(h) Atlas Collateral Agency Pte. Ltd., as Security Agent / Collateral Agent; and
(i) Thornton Ashworth LLP, as Counsel to the Trustee.
All engagement letters and mandate letters entered into in connection with the Offering remain in effect in accordance with their respective terms, including with respect to any applicable termination provisions, tail periods, and expense reimbursement obligations. The Initial Purchaser discount of 2.00% of par value ($8,000,000 in the aggregate, allocated 65% to ABS ($5,200,000) and 35% to HPI ($2,800,000)) remains contingent upon the closing of the Offering and the issuance of the Notes, and no portion of such discount has become payable or will become payable unless and until the Notes are issued. For the avoidance of doubt, this suspension notice does not affect or modify any provisions of the applicable engagement letters or mandate letters regarding the reimbursement of out-of-pocket expenses incurred by any party in connection with the Offering, which shall continue to be governed by the terms of such engagement letters and mandate letters.
X. Confidentiality
TSL reminds ABS and all recipients of this letter of their continuing obligations of confidentiality with respect to all non-public information regarding TSL, its subsidiaries, the Offering, and the transaction documentation, in each case as set forth in the applicable engagement letters, mandate letters, confidentiality agreements, and other agreements between the parties. These confidentiality obligations survive the suspension of the Offering and continue in full force and effect in accordance with their respective terms.
TSL requests that no public announcement, press release, market communication, or other public disclosure be made by ABS, HPI, or any other party regarding the suspension of the Offering, or regarding the existence, status, or terms of the Offering, without the prior written consent of TSL, such consent to be directed through the undersigned with a copy to Calderwood & Harkness LLP.
XI. Governing Law
This notice, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the Republic of Singapore, consistent with the governing law of the Indenture and the other principal transaction documents contemplated in connection with the Offering.
XII. Closing
TSL wishes to express its sincere appreciation for the significant efforts of ABS, HPI, and all parties and advisors who have contributed to the preparation and advancement of the Offering over the past several months. The work product developed in connection with the Offering is of a high quality and represents a substantial foundation upon which the Offering may be built when market conditions permit a reactivation.
The Board and management of TSL remain confident in the Company's fleet, operations, and long-term strategic position within the global dry bulk and container feeder markets. TSL is confident that it will be well-positioned to bring the Offering to market at an appropriate time when freight market conditions, credit market conditions, and pricing levels align in a manner that serves the best interests of the Company and its stakeholders.
We look forward to our continued partnership with ABS and all parties involved in the Offering and stand ready to reengage when the time is right.
Very truly yours,
THALASSA SHIPPING & LOGISTICS SA
By: ________
Name: Spyros Andreou
Title: Chief Executive Officer
Date: November 14, 2022
Drafted by Calderwood & Harkness LLP (Brendan Walsh, Lead Associate, Capital Markets)
Enclosures: None
Calderwood & Harkness LLP Matter No. 1044-00004 / Client No. 80214-TSL

CONFIDENTIAL

THALASSA SHIPPING & LOGISTICS SA

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