8,400,000 Units QUARTET MERGER CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2013 • Quartet Merger Corp. • Blank checks • New York
Quartet Merger Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the “Representative,” with the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2013 • Quartet Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of , 2013, by and among Quartet Merger Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • October 7th, 2013 • Quartet Merger Corp. • Blank checks • New York
Agreement made as of , 2013 between Quartet Merger Corp., a Delaware corporation, with offices at 777 Third Avenue, 37th Floor, New York, New York 10017 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Right Agent”).
Re: Initial Public OfferingUnderwriting Agreement • October 3rd, 2013 • Quartet Merger Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Quartet Merger Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one right (“Right”) to receive one-tenth of one share of Common Stock upon consummation of the Company’s initial Business Combination. Certain capitalized terms used herein are defined in paragraph 15 hereof.
FORM REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2014 • Quartet Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of _______, 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.
EARLYBIRDCAPITAL, INC. New York, New York 10016Quartet Merger Corp. • October 25th, 2013 • Blank checks • New York
This is to confirm our agreement whereby Quartet Merger Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Financial Advisor”) to assist it in connection with the Company seeking to enter into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (in each case, a “Business Combination”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-191129) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”) with one or more businesses or entities (each a “Target”):
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 25th, 2013 • Quartet Merger Corp. • Blank checks • New York
This Agreement is made as of , 2013 by and between Quartet Merger Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 16th, 2013 • Quartet Merger Corp. • Blank checks • New York
ESCROW AGREEMENTEscrow Agreement • May 1st, 2014 • Quartet Merger Corp. • Blank checks • New York
ESCROW AGREEMENT (“Agreement”) dated __________ 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”).
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, 2014Agreement and Plan of Reorganization • May 1st, 2014 • Quartet Merger Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of April 30, 2014, by and among Quartet Merger Corp., a Delaware corporation (“Quartet”), Quartet Holdco Ltd., a Bermuda company and wholly owned subsidiary of Quartet (“Holdco”), Quartet Merger Sub, Ltd., a Bermuda company and wholly owned subsidiary of Holdco (“Merger Sub”), Pangaea Logistics Solutions Ltd., a Bermuda company (“Company”), each of the persons or entities listed under the caption “Signing Securityholders” on the signature page hereof for the limited purpose of the sections of this Agreement (as defined below) identified on such page, such persons being the holders of all of the issued share capital of the Company (each a “Stockholder” and collectively the “Stockholders”). The term “Agreement” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Quartet Schedule, as defined in
LOCK-UP AGREEMENTLock-Up Agreement • May 1st, 2014 • Quartet Merger Corp. • Blank checks • 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):
FOUNDING SHAREHOLDER AGREEMENTFounding Shareholder Agreement • May 1st, 2014 • Quartet Merger Corp. • Blank checks
Reference is made to (i) that certain 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 and (ii) that certain Escrow Agreement, dated October 28, 2013, by and among Quartet, Continental Stock Transfer & Trust Company, the undersigned and certain other stockholders of Quartet (“Escrow Agreement”), pursuant to which 2,415,000 shares (“Quartet Escrow Shares”) of Quartet Common Stock are currently held in escrow. All capitalized terms used herein, but not otherwise defined, shall have the meaning ascribed to them in the Merger Agreement.
QUARTET MERGER CORP.Quartet Merger Corp • October 3rd, 2013 • Quartet Merger Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Quartet Merger Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Crescendo Advisors II, LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 777 Third Avenue, 37th Floor, New York, New York 10017 (or any successor location). In exchange therefore, the Company shall pay Crescendo Advisors II, LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Crescend
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 3rd, 2013 • Quartet Merger Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2013 (“Agreement”), by and among QUARTET MERGER CORP., a Delaware corporation (“Company”), ERIC S. ROSENFELD, JOHN P. SCHAUERMAN, JEFFREY M. MOSES, MARGERY KRAUS, JOEL GREENBLATT, DAVID D. SGRO, GREGORY MONAHAN, VICTOR BONILLA, DKU 2013 LLC and THE K2 PRINCIPAL FUND L.P. (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
