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.
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”).
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):
