0001144204-15-006007 Sample Contracts

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REGISTRATION RIGHTS AGREEMENT among Quartet Holdco Ltd. and certain holders identified herein Dated: October 1, 2014
Registration 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 AGREEMENT
Loan 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 AGREEMENT
Loan 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 AGREEMENT
Construction 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 AGREEMENT
Escrow 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”).

FACILITy AGREEMENT
Facility Agreement • February 4th, 2015 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight
Shareholders Agreement
Shareholders 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:

LOCK-UP AGREEMENT
Lock-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 AGREEMENT
Loan Agreement • February 4th, 2015 • Pangaea Logistics Solutions Ltd. • Deep sea foreign transportation of freight
Shareholders Agreement
Shareholders 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 AGREEMENT
Loan 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 Charterer
Loan 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 AGREEMENT
Loan 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.

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