Rand Logistics, Inc. Sample Contracts

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RECITALS
Option Agreement • August 31st, 2007 • Rand Logistics, Inc. • Water transportation • Ontario
EXHIBIT 1.1 UNDERWRITING AGREEMENT
Underwriting Agreement • October 12th, 2004 • Rand Acquisition CORP • Blank checks • New York
ARTICLE I DEFINITIONS
Stock Purchase Agreement • August 2nd, 2006 • Rand Logistics, Inc. • Water transportation • New York
among
Credit Agreement • March 9th, 2006 • Rand Acquisition CORP • Blank checks • New York
EMPLOYMENT AGREEMENT BETWEEN: LOWER LAKES TOWING LTD.
Employment Agreement • March 9th, 2006 • Rand Acquisition CORP • Blank checks • Ontario
Among
Stock Purchase Agreement • January 20th, 2006 • Rand Acquisition CORP • Blank checks • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 13, 2008
Credit Agreement • February 14th, 2008 • Rand Logistics, Inc. • Water transportation • New York
January 27, 2006 To the Stockholders of Lower Lakes Towing Ltd. Re: Amendment to Lower Lakes Stock Purchase Agreement Ladies and Gentlemen, Reference is made to that certain Stock Purchase Agreement, dated as of September 2, 2005, among Rand...
Stock Purchase Agreement • January 31st, 2006 • Rand Acquisition CORP • Blank checks

Reference is made to that certain Stock Purchase Agreement, dated as of September 2, 2005, among Rand Acquisition Corporation, LL Acquisition Corp. and the stockholders of Lower Lakes Towing Ltd. signatories thereto (the "Sellers"), as amended by letter agreement dated December 29, 2005 (as amended, the "Agreement"). The parties to the Agreement hereby agree that Section 10.1(d) of the Agreement is hereby further amended to replace the reference to "January 31, 2006" therein with "February 28, 2006".

GUARANTEE
Guarantee • August 31st, 2007 • Rand Logistics, Inc. • Water transportation • Ontario
by and between
Preferred Stock Purchase Agreement • January 20th, 2006 • Rand Acquisition CORP • Blank checks • New York
June 21, 2004 EarlyBirdCapital, Inc. 600 Third Avenue 33rd Floor New York, New York 10016 Re: Rand Acquisition Corporation ---------------------------- Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants...
Warrant Purchase Agreement • June 30th, 2004 • Rand Acquisition CORP

This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Rand Acquisition Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company of its decision to allow earlier separate trading.

ProChannel Management LLC 450 Park Avenue, 10th Floor New York, New York 10022 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering...
Service Agreement • June 30th, 2004 • Rand Acquisition CORP

This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Rand Acquisition Corporation ("RAC") and continuing until the consummation by RAC of a "Business Combination" (as described in RAC's IPO prospectus), ProChannel Management LLC shall make available to RAC certain office and secretarial services as may be required by RAC from time to time, situated at 450 Park Avenue, 10th Floor, New York, New York 10022. In exchange therefore, RAC shall pay ProChannel Management LLC the sum of $7,500 per month on the Effective Date and continuing monthly thereafter.

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300,000 UNITS OF
Purchase Option Agreement • October 12th, 2004 • Rand Acquisition CORP • Blank checks • New York
ARTICLE II. REPRESENTATIONS AND WARRANTIES
Warrant Exercise Agreement • May 4th, 2007 • Rand Logistics, Inc. • Water transportation • New York
VESSEL PURCHASE AGREEMENT
Vessel Purchase Agreement • February 14th, 2008 • Rand Logistics, Inc. • Water transportation • Michigan
31,000,000 CREDIT FACILITY CREDIT AGREEMENT Dated as of February 11, 2011 by and among BLACK CREEK SHIPPING COMPANY, INC., as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, GENERAL ELECTRIC CAPITAL CORPORATION for...
Credit Agreement • February 14th, 2011 • Rand Logistics, Inc. • Water transportation • New York

This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of February 11, 2011, by and among Black Creek Shipping Company, Inc., a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender and such Lenders.

SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Senior Subordinated Note Purchase Agreement • August 2nd, 2006 • Rand Logistics, Inc. • Water transportation • New York
CREDIT AGREEMENT Dated as of March 27, 2015 among LOWER LAKES TOWING LTD., as Cdn. Borrower, LOWER LAKES TRANSPORTATION COMPANY, GRAND RIVER NAVIGATION COMPANY, INC. and BLACK CREEK SHIPPING COMPANY, INC., as US Borrowers, THE OTHER CREDIT PARTIES...
Credit Agreement • April 1st, 2015 • Rand Logistics, Inc. • Water transportation • New York

This CREDIT AGREEMENT (this “Agreement”), dated as of March 27, 2015 among Lower Lakes Towing Ltd., a Canadian corporation, Lower Lakes Transportation Company, a Delaware corporation, Grand River Navigation Company, Inc., a Delaware corporation, Black Creek Shipping Company, Inc., a Delaware corporation, the other Credit Parties signatory hereto, Bank of America, N.A. (in its individual capacity, “Bank of America”), as Agent and as Documentation Agent, and the other Lenders signatory hereto from time to time.

INTERCREDITOR AGREEMENT
Intercreditor Agreement • April 1st, 2015 • Rand Logistics, Inc. • Water transportation • New York

INTERCREDITOR AGREEMENT (this “Agreement”) dated as of March 27, 2015, by and between the First Lien Agent (such term, and each other term used but not defined in this preamble or in the recitals to this Agreement, having the meaning assigned thereto in Section 1), for itself and on behalf of the other First Lien Creditors, and the Second Lien Agent, for itself and on behalf of the other Second Lien Creditors, and acknowledged and agreed by the Borrowers and the other Obligors.

EMPLOYMENT AGREEMENT
Employment Agreement • June 14th, 2013 • Rand Logistics, Inc. • Water transportation • New York

This AGREEMENT (the “Agreement”) is entered into as of June 12, 2013 by and between Rand Logistics, Inc., a Delaware corporation (the “Company”), and Laurence S. Levy (“Executive”).

ASSET PURCHASE AGREEMENT by and among LOWER LAKES TOWING LTD. GRAND RIVER NAVIGATION COMPANY, INC. and U.S. UNITED OCEAN SERVICES, LLC Dated as of September 21, 2011
Asset Purchase Agreement • November 10th, 2011 • Rand Logistics, Inc. • Water transportation • New York

ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of September 21, 2011, by and among Lower Lakes Towing Ltd., a corporation incorporated under the Canada Business Corporations Act (“Towing”), Grand River Navigation Company, Inc. ("Grand River"), a Delaware corporation, and U.S. United Ocean Services, LLC, a Florida limited liability company (“Seller”).

NON-QUALIFIED STOCK OPTION AGREEMENT pursuant to the RAND LOGISTICS, INC.
Non-Qualified Stock Option Agreement • July 27th, 2010 • Rand Logistics, Inc. • Water transportation • New York

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Rand Logistics, Inc., a Delaware corporation (the “Company”), and the Optionee specified above, pursuant to the Rand Logistics, Inc. 2007 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”); and

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