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
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.
