PANGAEA LOGISTICS SOLUTIONS, LTD. Common Shares (par value $0.0001 per share)Pangaea Logistics Solutions Ltd. • July 2nd, 2021 • Deep sea foreign transportation of freight • New York
Pangaea Logistics Solutions, Ltd., an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), confirms its agreement (this “Agreement”) with B. Riley Securities, Inc. and Fearnley Securities Inc. (each, an “Agent” and collectively, the “Agents”) as follows:
SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 12th, 2019 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight • New York
REGISTRATION RIGHTS AGREEMENT among Quartet Holdco Ltd. and certain holders identified herein Dated: October 1, 2014Registration Rights Agreement • February 4th, 2015 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 1st day of October, 2014, by and among Quartet Holdco Ltd., a Bermuda company (the “Company”), and each of the persons or entities listed under the caption “Stockholders” on the signature page hereof (each a “Stockholder” and collectively the “Stockholders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in Section 1.
LOAN AND GUARANTY AGREEMENTLoan and Guaranty Agreement • February 4th, 2015 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight • New York
THIS LOAN AND GUARANTY AGREEMENT (“Agreement”) is entered into as of the 25th day of February, 2011, between GATX CORPORATION, a New York corporation (“Lender”), and BULK DISCOVERY (BERMUDA) LTD., a Bermuda company (“Borrower”), BULK PARTNERS (BERMUDA) LTD., a Bermuda company (“Holding Company”), and AMERICAS BULK TRANSPORT (BVI) LIMITED, a British Virgin Islands business company (“Charterer”), with respect to the following facts:
LOAN AGREEMENTLoan Agreement • February 4th, 2015 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight
ASO 2020 Maritime S.A. a company duly established and validly existing under the laws of Marshall Islands, under registration no. 60690 having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “Lender”)
Loan No. 310629100 CONSTRUCTION LOAN AGREEMENTConstruction Loan Agreement • February 4th, 2015 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight • Rhode Island
AGREEMENT made this 24th day of January, 2011, by and between Rockland Trust Company, a Massachusetts trust company with a place of business located at 288 Union Street, Rockland, Massachusetts 02370 (the "Lender") and 109 LONG WHARF LLC, a Delaware limited liability company with a mailing address c/o Phoenix Bulk Carriers, 88 Valley Road, Middletown, Rhode Island 02842 (the "Borrower").
ESCROW AGREEMENTEscrow Agreement • February 4th, 2015 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight • New York
ESCROW AGREEMENT (“Agreement”) dated October 1, 2014 by and among QUARTET HOLDCO LTD., a Bermuda company (“Holdco”), GREGORY MONAHAN (the “Representative”), as the representative of the former stockholders of QUARTET MERGER CORP., a Delaware corporation (“Quartet”), EDWARD COLL, ANTHONY LAURA, LAGOA INVESTMENTS, PANGAEA ONE, L.P., PANGAEA ONE PARALLEL FUND (B), L.P. and PANGAEA ONE PARALLEL FUND, L.P. (together the “Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as escrow agent (the “Escrow Agent”).
STOCK PURCHASE AGREEMENT by and among PANGAEA LOGISTICS SOLUTIONS LTD. and THE PARTIES LISTED ON SCHEDULE 1 HERETO Dated as of June 15, 2017Stock Purchase Agreement • June 22nd, 2017 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight • New York
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of June 15, 2017, by and among Pangaea Logistics Solutions Ltd., a Bermuda exempted company (the “Company”), and the Investors listed on Schedule 1 (each, an “Investor,” and collectively, the “Investors”).
FACILITy AGREEMENTFacility Agreement • February 4th, 2015 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight
Shareholders AgreementShareholders Agreement • February 4th, 2015 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight
This Shareholders Agreement (as amended, supplemented or otherwise modified from time to time, the "Agreement") is made on 29 November 2013 by and between:
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG QUARTET MERGER CORP., QUARTET HOLDCO LTD., QUARTET MERGER SUB, LTD., PANGAEA LOGISTICS SOLUTIONS LTD. AND THE SECURITYHOLDERS OF PANGAEA LOGISTICS SOLUTIONS LTD. DATED AS OF APRIL 30, 2014 AGREEMENT...Agreement and Plan of Reorganization • February 4th, 2015 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight • Delaware
LOCK-UP AGREEMENTLock-Up Agreement • February 4th, 2015 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight • New York
In connection with the Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of April 30, 2014, by and among Quartet Merger Corp. (“Quartet”), Quartet Holdco Ltd. (“Holdco”), Quartet Merger Sub, Ltd., Pangaea Logistics Solutions Ltd. (“Company”) and the securityholders of the Company, to induce the parties to consummate the transactions contemplated by the Merger Agreement, the undersigned agrees not to, either directly or indirectly, during the “Restricted Period” (as hereinafter defined):
LOAN AGREEMENTLoan Agreement • February 4th, 2015 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight
Shareholders AgreementShareholders Agreement • February 4th, 2015 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight
This Shareholders Agreement (as amended, supplemented or otherwise modified from time to time, the "Agreement") is made on 10th January, 2013 by and between:
LOAN AGREEMENTLoan Agreement • February 4th, 2015 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight
WHEREAS the Lender has made available to the Borrower a loan of $ 12,500,000 upon and subject to the terms of this Agreement, a Subscription Agreement, concluded as of the date hereof between the Lender, ASO Maritime S.A., and Bulk Fleet Bermuda Holding Company Limited ("BFB") (the "Subscription Agreement"), as well as, a certain transfer restructuring agreement concluded as of the date hereof between (the “Restructuring Agreement”);
LOAN AND GUARANTY AGREEMENT Dated as of August 6, 2013 Among GATX CORPORATION, as Lender, BULK LIBERTY LTD., as Borrower, BULK PARTNERS (BERMUDA) LTD., as Holding Company, and AMERICAS BULK TRANSPORT (BVI) LIMITED, as ChartererLoan and Guaranty Agreement • February 4th, 2015 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight • New York
THIS LOAN AND GUARANTY AGREEMENT ("Agreement") is entered into as of the 6th day of August, 2013, between GATX CORPORATION, a New York corporation ("Lender"), and BULK LIBERTY LTD., a Bermuda company ("Borrower"), BULK PARTNERS (BERMUDA) LTD., a Bermuda company ("Holding Company"), and AMERICAS BULK TRANSPORT (BVI) LIMITED, a British Virgin Islands business company ("Charterer"), with respect to the following facts:
LOAN AGREEMENTLoan Agreement • February 4th, 2015 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight
Mr Ed Coll, Lagoa Investments Ltd., and Mr Anthony Laura ("the Lenders"), are pleased to confirm that, subject to the following terms and conditions. they agree to make loans to Bulk Partners (Bermuda) Ltd. ("the Borrower") in the aggregate amount of US$l 0,000.000.
Execution versionAnd Restatement Agreement • November 9th, 2021 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight
Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
COMMERCIAL LEASECommercial Lease • June 25th, 2014 • Quartet Holdco Ltd. • Deep sea foreign transportation of freight • Rhode Island
Lessee hereby offers to lease from Lessor the premises situated at 109 Long Wharf, Newport, Rhode Island, upon the following TERMS and CONDITIONS:
Dated as of April 14, 2017 BULK PANGAEA LIMITED, BULK PATRIOT LTD., BULK JULIANA LTD., BULK TRIDENT LTD. and BULK PHOENIX LTD. as Borrowers BULK PARTNERS (BERMUDA) LTD., BULK PARTNERS HOLDING COMPANY BERMUDA LTD. BULK FLEET BERMUDA HOLDING COMPANY...Fourth Amendatory Agreement • May 10th, 2017 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight • New York
WHEREAS, the Borrowers, the Guarantors, the Lender, the Agent and the Security Trustee are parties to a Loan Agreement dated as of April 15, 2013 (as amended by a First Amendatory Agreement dated May 16, 2013, a Second Amendatory Agreement dated August 28, 2013 and a Third Amendatory Agreement dated as of July 14, 2016, the “Loan Agreement”);
Loan Agreement (REVOLVING LINE OF CREDIT)Loan Agreement • May 13th, 2014 • Quartet Holdco Ltd. • Massachusetts
This Loan Agreement (“Agreement”) is made on November___, 2012, by and between Phoenix Bulk Carriers (US) LLC, a limited liability company formed under the laws of Delaware and having an address at 109 Long Wharf, Second Floor, Newport RI 02840 (the “Borrower”) and Rockland Trust Company, a Massachusetts trust company having an address at 288 Union Street, Rockland, MA 02370 (together with its successors and assigns as holder of the Note, “Bank”).
LOAN AGREEMENTLoan Agreement • March 23rd, 2016 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight • New York
INDEX Clause Page 1INTERPRETATION 12FACILITY 213POSITION OF THE LENDERS 214DRAWDOWN 235INTEREST 246INTEREST PERIODS 267DEFAULT INTEREST 278REPAYMENT AND PREPAYMENT 289CONDITIONS PRECEDENT 2910REPRESENTATIONS AND WARRANTIES 3211GENERAL AFFIRMATIVE AND NEGATIVE COVENANTS 3912INTENTIONALLY OMITTED 4713MARINE INSURANCE COVENANTS 4714SHIP COVENANTS 5215COLLATERAL MAINTENANCE RATIO 5716INTENTIONALLY OMITTED 5817PAYMENTS AND CALCULATIONS 5818APPLICATION OF RECEIPTS 6019APPLICATION OF EARNINGS 6220EVENTS OF DEFAULT 6321FEES AND EXPENSES 6722INDEMNITIES 6823NO SET-OFF OR TAX DEDUCTION; TAX INDEMNITY 7024ILLEGALITY, ETC 7425INCREASED COSTS 7526SET‑OFF 7627TRANSFERS AND CHANGES IN LENDING OFFICES 7728VARIATIONS AND WAIVERS 8129NOTICES 8230SUPPLEMENTAL 8531THE SERVICING BANKS 8532LAW AND JURISDICTION 8933WAIVER OF JURY TRIAL 9034PATRIOT ACT NOTICE 90EXECUTION PAGE91SCHEDULE 1 LENDERS AND COMMITMENTS92SCHEDULE 2 INTENTIONALLY OMITTED93SCHEDULE 3 DRAWDOWN NOTICE94SCHEDULE 4 CONDITION PRECEDENT DOCUM
Confidential Execution Version Dated October 27, 2016 BULK NORDIC FIVE LTD. (as Seller) ANDNICOLE NAVIGATION S.A.(as Buyer) PURCHASE AGREEMENTrelating to one 59,000 DWT Ice Class Ultramax bulk carrier named BULK DESTINY NORTON ROSE FULBRIGHTAgreement • March 23rd, 2017 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight
LOAN AND SECURITY AGREEMENT dated as of December 23, 2020 by and between BANC OF AMERICA LEASING & CAPITAL, LLC ,as Lender and BULK NORDIC ORION (MI) CORP. and BULK NORDIC ODYSSEY (MI) CORP.,as Borrowers US$18,000,000 Senior Secured Term Loan FacilityLoan and Security Agreement • March 15th, 2021 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • September 8th, 2015 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
Rider Clauses 32 to 45 to be deemed incorporated to the Bareboat Charter Party Dated 2nd August 2018 (the "Charter") Between BULK PODS LTD., as Charterers and S K TRANSPORTATION S.A., as Owners in respect of the vesselPangaea Logistics Solutions Ltd. • November 8th, 2018 • Deep sea foreign transportation of freight
NORDIC BULK VENTURES HOLDING COMPANY LTD. STOCK PURCHASE AGREEMENT DTD. JANUARY 23, 2017 ADDENDUMStock Purchase Agreement • March 23rd, 2017 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight
This Addendum to the Stock Purchase Agreement dated the 23rd day of January, 2017 (the “Agreement”) is made and entered into as a deed this 10th day of February, 2017 (the “Addendum”), by and between Bulk Fleet Bermuda Holding Company Ltd., a Bermuda company with its registered address located at 3rd Floor, Par la Ville Place, Par la Ville Road, Hamilton HM08 Bermuda ( “BFB” or “Buyer”); ST Shipping and Transport Pte. Ltd., a Singapore company with its registered address located at 1 Temasek Avenue, #34-01 Millenia Tower, Singapore 039192 (“STST” or “Seller”), and; Nordic Bulk Ventures Holding Company Ltd., a Bermuda company with its registered address located at 3rd Floor, Par la Ville Place, Par la Ville Road, Hamilton HM08 Bermuda (the “Company”, and together with the Buyer and Seller, the “Parties”).
STOCK PURCHASE AGREEMENT NORDIC BULK VENTURES HOLDING COMPANY LTD.Stock Purchase Agreement • March 23rd, 2017 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight • London
This Stock Purchase Agreement is made and entered into as a deed as of the 23rd day of January, 2017 (hereinafter the “Agreement”), by and between Bulk Fleet Bermuda Holding Company Ltd., a Bermuda company with its registered address located at 3rd Floor, Par la Ville Place, Par la Ville Road, Hamilton HM08 Bermuda ( “BFB” or “Buyer”); ST Shipping and Transport Pte. Ltd., a Singapore company with its registered address located at 1 Temasek Avenue, #34-01 Millenia Tower, Singapore 039192 (“STST” or “Seller”), and; Nordic Bulk Ventures Holding Company Ltd., a Bermuda company with its registered address located at 3rd Floor, Par la Ville Place, Par la Ville Road, Hamilton HM08 Bermuda (the “Company”, and together with the Buyer and Seller, the “Parties”).
Rider Clauses 32 to 44 to be deemed incorporated to the Bareboat Charter Party Dated 21st February 2019 (the "Charter") Between Bulk Spirit Ltd., as Charterers and Goldex Fortune Ltd., as Owners in respect of the vesselPangaea Logistics Solutions Ltd. • May 15th, 2019 • Deep sea foreign transportation of freight
Share Transfer AgreementShare Transfer Agreement • March 15th, 2021 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight • London
The Seller and the Purchaser shall hereinafter collectively be referred to as the "Parties" and each individually as a/the "Party".
LOAN AND SECURITY AGREEMENT dated as of June 17, 2021 by and between BANC OF AMERICA LEASING & CAPITAL, LLC ,as Lender and BULK VALOR CORP.,as Borrower US$13,350,000 Senior Secured Term Loan FacilityLoan and Security Agreement • August 10th, 2021 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight
LOAN AGREEMENTfor a secured floating interest rate loan facility of up to US$5,500,000Agreement • August 14th, 2017 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight
Amendment No. 2 to Shareholders Agreement dated January 10, 2013, as amended by Amendment No. 1 dated July 31, 2013Shareholders Agreement • March 23rd, 2016 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight
PANGAEA LOGISTICS SOLUTIONS, LTD. Common Shares (par value $0.0001 per share)Pangaea Logistics Solutions Ltd. • March 14th, 2024 • Deep sea foreign transportation of freight • New York
M/V BULK BEOTHUK Bareboat Charter Party dtd. June 6, 2017 Between GOLDWING SHIPPING COMPANY, as Owners and AMERICAS BULK TRANSPORT (BVI) LIMITED, as Charterers RIDER CLAUSESPangaea Logistics Solutions Ltd. • August 14th, 2017 • Deep sea foreign transportation of freight
