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Explanation of Responses:
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1)
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Shares acquired pursuant to a Stock Transfer Agreement dated August 26, 2015, by and between Paul Hong and Pangaea One Acquisition Holdings XIV, LLC, a Delaware limited liability company ("Pangaea Acquisition").
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2)
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Shares acquired pursuant to a Stock Transfer Agreement dated August 26, 2015, by and between Peter Yu and Pangaea Acquisition.
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3)
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The 13,956,467 shares of Common Stock are held directly as follows: (i) 1,099,304 shares of Common Stock held directly by Imfinno, L.P.,a Delaware limited partnership ("Imfinno"); (ii) 1,669,492 shares of Common Stock held directly by Malemod, L.P., a Delaware limited partnership ("Malemod"); (iii) 1,658,620 shares of Common Stock held directly by Nypsun, L.P., a Delaware limited partnership ("Nypsun"); (iv) 1,555,334 shares of Common Stock held directly by Leggonly, L.P., a Delaware limited partnership ("Leggonly"); (v) 1,555,307 shares of Common Stock held directly by Pangaea One Parallel Fund (B), L.P., a Delaware limited partnership ("Pangaea Parallel (B)"); (vi) 3,297,254 shares of Common Stock held directly by Pangaea One (Cayman), L.P. ("Pangaea Cayman"); (vii) 3,081,156 shares of Common Stock held directly by Pangaea One Parallel Fund, L.P. ("Pangaea Parallel") and (viii) 40,000 Common Shares held directly by Pangaea Acquisition.
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4)
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Pangaea One, L.P., a Delaware limited partnership ("Pangaea One"), Pangaea Parallel (B), Pangaea Cayman and Pangaea Parallel directly own Pangaea Acquisition. Pangaea One GP, LLC, a Delaware limited liability company ("Pangaea LLC") is the general partner of Imfinno, Malemod, Nypsun, Leggonly, Pangaea Parallel (B), and Pangaea One. Pangaea One GP (Cayman), L.P., a Cayman Islands company ("PGP LP") is the general partner of Pangaea Cayman. Pangaea One GP (Cayman), Co., a Cayman Islands company ("PGP Co") is the general partner of PGP LP.
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Footnote 4 Continued :
Pangaea One Holing, LLC, a Delaware limited liability company ("Pangaea One LLC") is the managing member of Pangaea LLC and PGP Co. Pangaea One GP2 (Cayman), L.P., a Cayman Islands limited partnership ("PGP2 LP") is the general partner of Pangaea Parallel. Pangaea One GP2 (Caymna), Co., a Cayman Islands company ("PGPs Co") is the general partner of PGP2 LP. Cartesian CApital Group HOlding, LLC, a Delaware limited liability company ("Cartesian") is the managing member of Pangaea One LLC and PGP2 Co.
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Cartesian, Pangaea One LLC, Pangaea LLC, and Pangaea Parallel (B) are collectively referred to herein as the "Pangaea Entities" and, together with Peter Yu, the "Pangaea Reporting Persons." Each Pangaea Entity disclaims beneficial ownership with respect to any shares of Common Stock of Pangaea Logistics Solutions Ltd. (the "Issuer"), except to the extent of its pecuniary interest in such shares of Common Stock and this report shall not be deemed an admission that for purposes of Section1 6 of the Securities Exchange Act of 1934 (as amended, the "Exchange Act") or otherwise, any of the Pangaea Reporting Persons is the beneficial owner of these securities. Information with respect to each of the Pangaea Reporting Persons is given solely by such Reporting Person, and no Pangaea Reporting Person has responsibility for the accuracy or completeness of the information supplied by another Pangaea Reporting Person.
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Peter Yu is a member of the Board of Directors of the Issuer and is a managing member or director of each of Cartesian, Pangaea One LLC, PGP LP, PGP Co, PGP2 LP and PGP Co. As such, Mr. Yu may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Exchange Act) in an indeterminate portion of the securities reported as beneficially owned by the Pangaea Entities. Mr. Yu disclaims beneficial ownership of all such securities, except to the extent of any direct pecuniary interest therein and this report shall not be deemed an admission that Mr. Yu is the beneficial owner of any such securities for Section 16 of the Exchange Act or any other purposes.
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Due to the limitation on the number of filers that can report on a single Form 4, PGP2 Co, PGP2 LP, Pangaea Parallel, PGP Co, PGP LP, and Pangaea Cayman have filed a separate Form 4 on the date hereof reporting indirect beneficial ownership over the shares of Common Stock acquired by Pangaea Acquisition. Pangaea One and Pangaea Acquisition have filed a Form 3 on the date hereof reporting their respective direct and indirect beneficial ownership over the shares of Common Stock acquired by Pangaea Acquisition.
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