Exhibit 10.1

Execution Copy

THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON THE PARTIES HERETO.

RESTRUCTURING SUPPORT AGREEMENT

This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, together with all exhibits attached hereto and incorporated herein, this “Agreement”) is made and entered into as of November 17, 2017, by and among (i) Rand Logistics, Inc. (“Rand”), a company incorporated in the State of Delaware, and each of its direct and indirect subsidiaries (collectively with Rand, the “Company” or the “Debtors”); and (ii) Lightship Capital LLC (“Lightship”), as the lender under that certain Term Loan Credit Agreement, dated March 11, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Credit Agreement”) between and among Lower Lakes Towing Ltd., Lower Lakes Transportation Company, Grand River Navigation Company, Inc. and Black Creek Shipping Company (each as borrower), Rand LL Holdings Corp., Rand, Rand Finance and Lower Lakes Ship Repair Company Ltd. (each as guarantor), Guggenheim Corporate Funding, LLC, as agent (the “Second Lien Agent”), and the lenders party thereto.

The Company and Lightship and any subsequent person or entity that becomes a party hereto in accordance with the terms hereof are referred herein as the “Parties” and individually as a “Party.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the term sheet attached hereto as Exhibit A (as the same may be amended, supplemented, or otherwise modified from time to time, the “Restructuring Term Sheet”), subject to Section 2 hereof.

RECITALS

WHEREAS, the Parties have engaged in good faith, arm’s length negotiations and agreed to the terms of a prepackaged chapter 11 plan of reorganization (together with all exhibits, annexes and schedules thereto, as may be amended, supplemented or otherwise modified from time to time in accordance with this Agreement, the “Plan”) consummated through voluntary reorganization cases (the “Cases”) under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on the terms and conditions set forth in this Agreement and the Restructuring Term Sheet; and

WHEREAS, the Parties desire to express to each other their mutual support and commitment in respect of the matters discussed in this Agreement and the Restructuring Term Sheet.

AGREEMENT

NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows:

Section 1. Conditions to Effectiveness. This Agreement, and the rights and obligations of the Parties hereunder, shall become effective and binding on all Parties immediately upon (i) the receipt by counsel to the Company of executed counterparts to this Agreement by Lightship and (ii) the receipt by counsel to Lightship of executed counterparts to this Agreement by each of the Debtors (such date, the “Agreement Effective Date”).

Section 2. Exhibits Incorporated by Reference. Each of the exhibits attached hereto is expressly incorporated herein and made a part of this Agreement, and all references to this Agreement shall include the exhibits hereto. In the event of any inconsistency between this Agreement and the exhibits attached hereto, this Agreement shall govern.

Section 3. Commitments of the Parties to Support the Restructuring.

(a) Supporting Lenders’ Commitments. Lightship and, upon execution of the First Lien Joinder, each First Lien Lender (collectively, the “Supporting Lenders”), severally and not jointly, agrees to:

(1) subject to the terms and conditions contained in this Agreement and the Definitive Documentation, (i) support the Restructuring and the Plan within the timeframes outlined herein (including the dates set forth in Section 7(a) hereof) and (ii) act in good faith and take (and cause its controlled affiliates, and their respective representatives, agents and employees to take) all actions reasonably necessary, or as may be required by order of the Bankruptcy Court, to support and achieve consummation of the Restructuring, including all transactions set forth in this Agreement and the Restructuring Term Sheet, within the timeframes outlined herein (including the dates set forth in Section 7(a) hereof);

(2) (i) following receipt of the Solicitation Materials and subject to the terms and conditions contained in this Agreement and the Definitive Documentation, (A) timely vote or cause to vote any and all of its First Lien Claims or Second Lien Claims, as applicable, to accept the Plan by delivering its duly executed and completed ballots accepting the Plan on a timely basis and (B) to the extent it is permitted to elect whether to opt out of the releases set forth in the Plan, elect not to opt out of the releases set forth in the Plan by timely delivering its duly executed and completed ballots indicating such election, and (ii) thereafter, not change or withdraw (or cause to be changed or withdrawn) any such vote or election;

(3) use commercially reasonable efforts to support and not object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring or propose, file, support, or vote for any restructuring, workout, or chapter 11 plan for any of the Debtors other than the Restructuring and the Plan (but without limiting the consent, approval, or termination rights provided in this Agreement and the Definitive Documentation); and

(4) solely with respect to Lightship, use commercially reasonable efforts to cooperate with and assist the Company in inducing each of (i) Bank of America, N.A., in its capacity as First Lien Agent and in its capacity as First Lien Lender and (ii) each of the additional First Lien Lenders who holds a First Lien Claim to become a Party hereto pursuant to one or more Joinders (collectively, the “First Lien Joinder”), which First Lien Joinder shall include, as exhibits, term sheets (A) setting forth the terms and conditions of the DIP Facility and the use of cash collateral in form and substance acceptable to the Company, Lightship, the First Lien Agent and each of the First Lien Lenders (the “DIP Term Sheet”); provided that the DIP Term Sheet shall be consistent with the terms relating to the DIP Facility set forth in the Restructuring Term Sheet, and (B) setting forth the terms and conditions of exit financing in form and substance acceptable to the Company, the First Lien Agent, each of the First Lien Lenders, and Lightship (the “Exit Facility Term Sheet”).

(b) Debtors’ Commitments. The Debtors agree to:

(1) pay to the First Lien Agent in full and in cash, or otherwise cooperate with the payment to the First Lien Agent pursuant to the terms of the First Lien Credit Agreement of, (i) all accrued and unpaid interest outstanding under the First Lien Credit Agreement and (ii) all reasonable and documented fees, costs and expenses of the First Lien Agent (including, without limitation, all reasonable and documented fees, costs and expenses of the First Lien Agent’s professionals and advisors), it being understood that, as of the Agreement Effective Date, the First Lien Agent’s professionals and advisors include (i) Otterbourg P.C. and (ii) the First Lien Agent’s Delaware and Canadian counsel, and the terms of such engagements shall not be modified from the engagement letters previously provided to counsel to the Company for such professionals except as otherwise agreed to by the Company;

(2) immediately upon the approval by the First Lien Agent (and solely to the extent contemplated by the Initial Budget), pay the Second Lien Agent in full and in cash all accrued and unpaid interest then outstanding under the Second Lien Credit Agreement and, thereafter, continue to pay such amounts as they come due;

(3) immediately upon the approval by the First Lien Agent, pay to Lightship all of Lightship’s reasonable and documented fees, costs and expenses (including, without limitation, all reasonable and documented fees, costs and expenses of Lightship’s professionals and advisors) and, thereafter, continue to pay such amounts as they come due; provided, however, that the reimbursement of Lightship’s professionals and advisors shall be limited to (i) White & Case LLP, (ii) Houlihan Lokey Capital, Inc., (iii) Stikeman Elliott LLP, (iv) Seward & Kissel LLP, (v) Kieselstein Law Firm, PLLC, (vi) RSM US LLP, and (vii) Lightship’s local counsel, and the terms of such engagements shall not be modified from the engagement letters previously provided to counsel to the Company for such professionals except as otherwise agreed to by the Company;

(4) on a date no later than three (3) business days following the Agreement Effective Date, execute and deliver to counsel to Lightship the Preferred Stock Investor Agreement in the form attached hereto as Exhibit B; provided that Lightship shall retain sole discretion to determine whether to purchase the Existing Preferred Shares; provided, further, that Lightship shall not purchase the Existing Preferred Shares until after the commencement of the Cases and shall promptly notify the Debtors upon the consummation of such purchase;

(5) (i) immediately upon (or prior to) the Agreement Effective Date, deliver to each of Lightship and the First Lien Agent a preliminary 13-week cash budget from the Agreement Effective Date and, as soon as practicable following the Agreement Effective Date, agree on a final 13-week cash budget in form and substance acceptable to the Debtors, the First Lien Agent and Lightship (the “Initial Budget”) and (ii) thereafter, comply with the Initial Budget; provided, however, that any term or line item of the Initial Budget may be revised, amended or waived with the prior written consent of the Company, the First Lien Agent and Lightship;

(6) on a date no later than five (5) business days following the Agreement Effective Date, execute (i) the Resignation and Assignment Agreement in the form attached hereto as Exhibit C and (ii) the assignment agreements referred to in sections 5(b) and 5(c) therein to effectuate the resignation of Guggenheim Corporate Funding LLC as existing Second Lien Agent and the appointment of a party designated by Lightship as successor Second Lien Agent;

(7) (i) support the Restructuring and the Plan within the timeframes outlined herein (including the dates set forth in Section 7(a) hereof) and (ii) act in good faith and take (and cause its controlled affiliates, and their respective representatives, agents and employees to take) all actions reasonably necessary, or as may be required by order of the Bankruptcy Court, to support and achieve consummation of the Restructuring, including all transactions set forth in this Agreement and the Restructuring Term Sheet, within the timeframes outlined herein (including the dates set forth in Section 7(a) hereof);

(8) provide, and direct its employees, officers, advisors and other representatives to provide, to Lightship, the First Lien Agent and their respective advisors (i) reasonable access to the Company’s books and records during normal business hours on reasonable advance notice to the Company’s representatives and without disruption to the operation of the Company’s business, (ii) reasonable access to the management and advisors of the Company on reasonable advance notice to such persons and without disruption to the operation of the Company’s business, and (iii) such other information as reasonably requested;

(9) use commercially reasonable efforts to obtain the First Lien Joinder;

(10) commence solicitation of votes to accept or reject the Plan as soon as reasonably practicable following the Agreement Effective Date and the receipt of the First Lien Joinder and, so long as the First Lien Agent and the First Lien Lenders have voted to accept the Plan and Second Lien Lenders representing a majority in number of Second Lien Lenders who hold at least 66.7% in the aggregate amount of Second Lien Claims have voted to accept the Plan, commence the Cases as soon as reasonably practicable (such date of commencement of the Cases, the “Petition Date”);

(11) file on the Petition Date a motion seeking approval of the DIP Facility and the use of cash collateral in form and substance acceptable to the Debtors, the First Lien Agent and Lightship (the “DIP Motion”);

(12) file on the Petition Date one or more motions seeking (i) approval of a disclosure statement in connection with the Plan in form and substance acceptable to the Debtors, the First Lien Agent and Lightship (the “Disclosure Statement”), (ii) approval of the solicitation materials in respect of the Plan in form and substance acceptable to the Debtors, the First Lien Agent and Lightship (such materials, collectively, the “Solicitation Materials”), and (iii) approval of the Confirmation Order;

(13) file on the Petition Date, (i) an expedited schedule for confirmation of the Plan in accordance with the timelines outlined herein and (ii) such other “first day” motions and pleadings reasonably determined by the Debtors, in consultation with Lightship and the First Lien Agent, to be necessary (collectively, the “First Day Motions”) and to seek interim (to the extent necessary) and final orders from the Bankruptcy Court approving such relief;

(14) provide draft copies of all motions and other pleadings to be filed in the Cases to counsel to each of Lightship and the First Lien Agent not less than two (2) business days prior to the date when the Company intends to file such document, and consult in good faith with Lightship and the First Lien Agent regarding the form and substance of any such proposed filing; provided, however, that in the event that not less than two (2) business days’ notice is impossible or impracticable under the circumstances, the Company shall provide draft copies of any motions or other pleadings to counsel to each of Lightship and the First Lien Agent as soon as otherwise practicable before the date when the Company intends to file any such motion or other pleading;

(15) use commercially reasonable efforts to obtain any and all regulatory and/or third party approvals necessary to consummate the Restructuring;

(16) except as otherwise set forth in this Agreement, not, directly or indirectly, through any person or entity, take any action that is inconsistent with, or that would reasonably be expected to prevent, interfere with, delay or impede, the Restructuring, including consummation of the Restructuring, solicitation of votes on the Plan, approval of the Disclosure Statement, and the confirmation and consummation of the Plan, or take any other action that would have a material negative impact upon the Restructuring;

(17) continue, both prior to the Petition Date and, thereafter until December 31, 2017, concurrently with the Company’s pursuit of consummation of the Plan in accordance with the timeframes set forth herein (including the dates set forth in Section 7(a) hereof), the process previously initiated by the Company and being run in cooperation with Miller Buckfire & Co., LLC, the Company’s financial advisor, to pursue a sale of the Company’s assets or equity during the Cases in a transaction that would (i) fund the treatment under the Plan for allowed administrative, priority and other priority claims and allowed General Unsecured Claims and (ii) pay in cash in full all of the First Lien Claims and Second Lien Claims (including all fees, costs and expenses owed to the holders of First Lien Claims and Second Lien Claims under the First Lien Credit Agreement, the Second Lien Credit Agreement and this Agreement) upon the closing of an Acceptable Sale (the “Approved Sale Process”) and otherwise not, directly or indirectly, through any person or entity, seek, solicit, support or pursue any transaction that does not satisfy the requirements set forth in clauses (i) and (ii) above; provided that, if an Acceptable Sale proposal has not been received by the Company on or before December 31, 2017, the Company shall terminate the Approved Sale Process; provided, further, that the Company shall be permitted to engage in negotiations thereafter with (but not, directly or indirectly, through any person or entity, seek or solicit) any third party that the Company determines, in the exercise of the reasonable business judgment of the Board, is proposing a transaction that would result in an Acceptable Sale. For the purpose of this Agreement, an “Acceptable Sale” shall mean, in connection with the Approved Sale Process, a transaction pursuant to which (i) the Company receives an executed asset or share purchase agreement from a purchaser that (A) does not have any financing contingency, (B) demonstrates that such purchaser has the wherewithal to close the sale transaction, (C) provides for the payment in cash in full all of the First Lien Claims and Second Lien Claims (including all fees, costs and expenses owed to the holders of First Lien Claims and Second Lien Claims under the First Lien Credit Agreement, the Second Lien Credit Agreement and this Agreement) upon closing of the sale and (D) provides that such closing (or the payment in full of the First Lien Claims and Second Lien Claims) shall occur on or before January 31, 2018, and (ii) the Bankruptcy Court enters an order approving such purchase agreement and authorizing the Company to enter into it; and

(18) use commercially reasonable efforts to maintain the Special Committee as an independent committee of the Board.

Section 4. Definitive Documentation. The documents, instruments and agreements governing the Restructuring (collectively, the “Definitive Documentation”) shall include:

(a) the documentation in respect of the DIP Facility and authorizing use of cash collateral, including, without limitation, (i) a ratification and amendment agreement among Debtors, First Lien Agent and First Lien Lenders pursuant to which the First Lien Credit Agreement and related financing documents shall be ratified and amended, consistent with the DIP Term Sheet and otherwise in form and substance acceptable to the Company, the First Lien Agent and Lightship (the “DIP Credit Agreement”), (ii) a budget with respect to the DIP Facility acceptable to the Company, the First Lien Agent and Lightship (the “DIP Budget”), (iii) the DIP Motion, (iv) the Interim DIP Order and (v) the Final DIP Order;

(b) (i) the Plan (and all exhibits, annexes and schedules thereto) consistent with this Agreement and the Restructuring Term Sheet and otherwise in form and substance acceptable to the Company, the First Lien Agent and Lightship and (ii) any plan supplement documents (including, without limitation, (A) a schedule of executory contracts and unexpired leases to be assumed in form and substance acceptable to Lightship, the First Lien Agent and the Company (it being understood that, unless otherwise agreed by Lightship, the First Lien Agent and the Company, any executory contract and unexpired lease not appearing on such schedule shall be deemed rejected under the Plan) and (B) a form of amended and restated credit agreement amending and restating the DIP Credit Agreement with respect to exit financing consistent with the Exit Facility Term Sheet and otherwise in form and substance acceptable to the Company, the First Lien Agent, the First Lien Lenders and Lightship (the “Exit Facility Credit Agreement”));

(d) the Solicitation Materials, and pleadings in support of approval of the Solicitation Materials;

(e) the First Day Motions and related interim and final orders;

(f) the order of the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials in form and substance acceptable to the Company, the First Lien Agent and Lightship (the “Disclosure Statement Order”); and

(g) the order of the Bankruptcy Court confirming the Plan and authorizing all of the transactions and agreements contemplated by the Plan (and all exhibits, annexes and schedules thereto), including any plan supplement documents, in form and substance acceptable to the Company, the First Lien Agent and Lightship (the “Confirmation Order”), which Confirmation Order shall include a waiver of the automatic stay for effectiveness of the Plan under Rule 3020(e) of the Federal Rules of Bankruptcy Procedure, and pleadings in support of entry of the Confirmation Order.

The Definitive Documentation remains subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, the Restructuring Term Sheet, the DIP Term Sheet and the Exit Facility Term Sheet and, except where otherwise specified in this Agreement or the Restructuring Term Sheet or agreed to in writing by the Parties, shall otherwise be in form and substance acceptable to the Debtors, Lightship and the First Lien Agent. If the Company receives approval by the Bankruptcy Court of an Acceptable Sale in connection with the Approved Sale Process, all consent and approval rights of Lightship, the First Lien Agent and the First Lien Lenders set forth in this Agreement and the Restructuring Term Sheet shall terminate and such consent and approval rights shall be agreed by the Company and the purchaser under the Acceptable Sale.

Section 5. Transfers of Claims.

(a) Restrictions on Transfers. Each Supporting Lender agrees that such Supporting Lender shall not sell, transfer, loan, issue, pledge, hypothecate, assign or otherwise dispose of, directly or indirectly, in whole or in part (each, a “Transfer”), any of its First Lien Claims or Second Lien Claims or any option thereon or any right or interest therein (including granting any proxies, depositing any of its First Lien Claims or Second Lien Claims into a voting trust or entering into a voting agreement with respect to any of its First Lien Claims or Second Lien Claims), unless the transferee thereof either (i) is a Supporting Lender(provided that written notice of such transfer shall be provided to the Debtors within two (2) business days after the consummation of such transfer) or (ii) prior to, or contemporaneous with, such Transfer, agrees in writing for the benefit of the Parties to become a Supporting Lender and to be bound by all of the terms of this Agreement applicable to a Supporting Lender (including with respect to any and all First Lien Claims or Second Lien Claims it already may hold against or in the Company prior to such Transfer) by executing a joinder agreement in the form attached hereto as Exhibit D (a “Joinder”), and delivering an executed copy thereof within two (2) business days after such execution, to counsel to each of the Company, Lightship and the First Lien Agent, in which event (A) the transferee (a “Permitted Transferee”) shall be deemed to be a Supporting Lender hereunder to the extent of such transferred rights and obligations; provided, however, that if a holder of Second Lien Claims seeks to transfer more than 49.9% of such holder’s Second Lien Claims to an entity other than an affiliate of such holder, then such holder shall provide the Company with at least two (2) business days’ advance written notice of such transfer and the Company shall have a termination right in connection with any such transfer that is not reasonably acceptable to the Company as set forth in Section 7(b)(4) hereof, and (B) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. Any transfer made while this Agreement remains in effect in violation of this provision shall be void ab initio.

(b) Additional First Lien Claims or Second Lien Claims. This Agreement shall in no way be construed to preclude any Supporting Lender from acquiring additional First Lien Claims or Second Lien Claims or any other claims against or interests in the Company; provided that, upon any such acquisition of First Lien Claims or Second Lien Claims, such Supporting Lender shall promptly notify (in no event later than five (5) business days thereafter) counsel to each other Party, and each such Supporting Lenders agrees (i) that such First Lien Claims or Second Lien Claims shall be subject to this Agreement and (ii) to vote such First Lien Claims or Second Lien Claims, as applicable, in a manner consistent with Section 3(a)(2) hereof.

Section 6. Representations, Warranties, and Covenants.

(a) Mutual Representations and Warranties. Each Party, severally and not jointly, represents and warrants to the other Parties that the following statements are true, correct and complete as of the date hereof (or as of the date a Supporting Lender becomes a party hereto):

(1) Power and Authority. Such Party is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all requisite corporate, partnership, limited liability company or similar authority to enter into this Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder, and the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership or other similar action on its part;

(2) No Conflict. The execution, delivery and performance by such Party of this Agreement does not and will not (A) violate any provision of law, rule or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, or (B) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it or any of its subsidiaries is a party;

(3) No Consent or Approval. The execution, delivery and performance by such Party of this Agreement does not and will not require any registration or filing with, consent or approval of, or notice to, or other action, with or by, any federal, state or governmental authority or regulatory body, except such filings as may be necessary and/or required by the U.S. Securities and Exchange Commission; and

(4) Enforceability. This Agreement is the legally valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of the Bankruptcy Court.

(b) Additional Representations of Supporting Lenders. Each Supporting Lender, severally and not jointly, represents and warrants to the other Parties that, as of the date hereof (or as of the date such Supporting Lender becomes a party hereto), such Supporting Lender (i) is the owner of the aggregate principal amount of First Lien Claims or Second Lien Claims, as applicable, set forth below its name on the signature page hereto or to its Joinder, as applicable, and/or (ii) has, with respect to the beneficial owner(s) of such First Lien Claims or Second Lien Claims, as applicable, (A) sole investment or voting discretion with respect to such First Lien Claims or Second Lien Claims, (B) full power and authority to vote on and consent to matters concerning such First Lien Claims or Second Lien Claims, or to exchange, assign, and Transfer such First Lien Claims or Second Lien Claims, and (C) full power and authority to bind or act on the behalf of, such beneficial owner(s).

(c) Additional Representations of Lightship. Lightship represents and warrants to the other Parties that (i) as of the date hereof, AIP Stone Holding, LP is, and shall remain until the consummation of the Restructuring, a qualified U.S. citizen for Jones Act purposes and (ii) it will immediately inform the Parties if AIP Stone Holding, LP no longer qualifies as a U.S. citizen for Jones Act purposes or otherwise becomes aware of facts and circumstances that would make AIP Stone Holding, LP ineligible under the Jones Act to consummate the Restructuring.

(d) Additional Representations of the Company. The Company represents and warrants to the other Parties, as of the date hereof, that (i) the board of directors of Rand (the “Board”) has authorized and approved the formation of a special committee of the Board consisting of Michael Lundin, Robert Kurz and John Binion (the “Special Committee”) and (ii) the Special Committee has been granted authority by the Board to negotiate this Agreement, the terms and conditions hereof, the Restructuring Term Sheet and the transactions contemplated hereby and thereby, subject to final approval thereof by the Board.

Section 7. Termination Events.

(a) Supporting Lenders’ Termination Events. This Agreement may be terminated with respect to all Parties upon three (3) business days’ written notice by delivery by (i) Lightship or (ii) the First Lien Agent to the Company in accordance with Section 9(k) hereof, upon the occurrence of any of the following events:

(1) the First Lien Joinder shall not have been delivered to the Company and Lightship by December 8, 2017;

(2) the Initial Budget shall not have been agreed upon by the Company, Lightship and the First Lien Agent by December 8, 2017;

(3) the Plan and Disclosure Statement shall have not been agreed upon by the Company, Lightship and the First Lien Agent by December 11, 2017;

(4) the DIP Budget and a budget with respect to the Exit Facility Credit Agreement shall not have been agreed by the Company, Lightship and the First Lien Agent by December 8, 2017;

(5) solicitation of votes on the Plan from holders of First Lien Claims and Second Lien Claims shall not have been commenced by December 12, 2017;

(6) the Company shall not have commenced the Cases by filing bankruptcy petitions with the Bankruptcy Court by December 19, 2017;

(7) the Bankruptcy Court shall not have entered (i) an order approving the DIP Facility and use of cash collateral on an interim basis in form and substance acceptable to the Debtors, the First Lien Agent and Lightship (the “Interim DIP Order”) and (ii) orders approving the First Day Motions (on an interim basis to the extent necessary) by December 22, 2017;

(8) the Bankruptcy Court shall not have entered (i) an order or orders approving the DIP Facility and use of cash collateral on a final basis in form and substance acceptable to the Debtors, the First Lien Agent and Lightship (the “Final DIP Order”), (ii) the Disclosure Statement Order and (iii) the Confirmation Order by January 26, 2018;

(9) the Plan shall not have been consummated by January 31, 2018 (such date, the “Plan Consummation Date”); provided, that the Plan Consummation Date may be extended by mutual written agreement of the Debtors, Lightship and the First Lien Agent;

(10) the Bankruptcy Court shall have entered an order (A) directing the appointment of an examiner with expanded powers or a trustee, (B) converting any of the Cases to a case under chapter 7 of the Bankruptcy Code, or (C) dismissing any of the Cases, which order has not been stayed, reversed or vacated within ten (10) business days after such issuance;

(11) any Debtor (i) files, amends or modifies, or files a pleading seeking approval of any Definitive Documentation or authority to amend or modify the Definitive Documentation in a manner that is inconsistent with this Agreement, the Restructuring Term Sheet, the DIP Term Sheet or the Exit Facility Term Sheet without the prior written consent of the First Lien Agent and Lightship, (ii) revokes the Restructuring without the prior consent of the First Lien Agent and Lightship, or (iii) publicly announces its intention to take any such acts listed in the foregoing clause (i) or (ii);

(12) a breach by any Debtor of any representation, warranty, or covenant of such Debtor set forth in this Agreement, which (to the extent curable) remains uncured for a period of five (5) business days after the receipt by the Debtors of written notice of such breach;

(13) the issuance by any governmental authority, including the Bankruptcy Court, any regulatory authority, or any other court of competent jurisdiction, of any ruling or order that could reasonably be expected to prevent confirmation of the Plan in accordance with this Agreement and the Restructuring Term Sheet; provided, however, that the Parties shall have ten (10) business days after issuance of such final ruling, judgment or order to obtain relief that would allow consummation of the Restructuring in accordance with this Agreement and the Restructuring Term Sheet;

(14) any debtor-in-possession financing is entered into by any Debtor other than the DIP Facility; or

(15) the occurrence and continuation of any Event of Default (as defined in the DIP Term Sheet or the DIP Credit Agreement) that is not timely waived pursuant to the terms thereof.

(b) Debtors’ Termination Events. This agreement may be terminated with respect to all Parties upon three (3) business days’ written notice by delivery by the Debtors to the other Parties in accordance with Section 9(k) hereof, upon the occurrence of any of the following events:

(1) a material breach by a Supporting Lender of any representation, warranty, or covenant of such Supporting Lender set forth in this Agreement (including, for the avoidance of doubt, the obligations regarding the transfer of claims in Section 5 hereof), which (to the extent curable) remains uncured for a period of five (5) business days after the receipt by such Supporting Lender of written notice of such breach;

(2) the Bankruptcy Court shall have entered an order (A) directing the appointment of an examiner with expanded powers or a trustee, (B) converting any of the Cases to a case under chapter 7 of the Bankruptcy Code, or (C) dismissing any of the Cases, which order has not been stayed, reversed or vacated within ten (10) business days after such issuance;

(3) the issuance by any governmental authority, including the Bankruptcy Court, any regulatory authority, or any other court of competent jurisdiction, of any ruling or order that could reasonably be expected to prevent confirmation of the Plan in accordance with the Restructuring Term Sheet; provided, however, that the Parties shall have ten (10) business days after issuance of such final ruling, judgment or order to obtain relief that would allow consummation of the Restructuring in accordance with this Agreement;

(4) a holder of Second Lien Claims effectuates a transfer of more than 49.9% of such holder’s Second Lien Claims to an entity other than an affiliate of such holder that is not reasonably acceptable to the Company;

(5) prior to entry of the Confirmation Order by the Bankruptcy Court, the Board determines, based upon advice of counsel and outside financial advisors, in good faith and consistent with its fiduciary duties under applicable law, that proceeding with the Restructuring contemplated herein and in the Restructuring Term Sheet, and confirmation and consummation of the Plan, would be inconsistent with the exercise of its fiduciary duties under applicable law;

(6) the First Lien Joinder shall not have been delivered to the Company and Lightship by December 8, 2017; or

(7) the Initial Budget shall not have been agreed upon by the Company, the First Lien Lender and Lightship by December 8, 2017.

(c) Mutual Termination; Automatic Termination. This Agreement and the obligations of all Parties hereunder may be terminated by mutual written agreement by and among (i) each of the Debtors, (ii) Lightship and (iii) the First Lien Agent. Notwithstanding anything in this Agreement to the contrary, this Agreement shall terminate automatically upon the Plan Consummation Date.

(d) Effect of Termination. The earliest date on which termination of this Agreement is effective in accordance with this Section 7 shall be referred to as a “Termination Date.” Upon the occurrence of a Termination Date, all Parties’ obligations under this Agreement shall be terminated effective immediately, and the Parties shall be released from all commitments, undertakings, and agreements hereunder; provided, however, that each of the following shall survive any such termination: (a) any claim for breach of this Agreement that occurs prior to such Termination Date, and all rights and remedies with respect to such claims shall not be prejudiced in any way; (b) the Company’s obligations in Sections 3(b)(1), 3(b)(2) and 3(b)(3) hereof accrued up to and including such Termination Date; and (c) Section 9 hereof. The Parties agree that the giving of notice under and/or termination of this Agreement in accordance with its terms is not prohibited as a matter of law by the automatic stay imposed by section 362 of the Bankruptcy Code, and the Debtors agree not to raise any argument or take any position to the contrary.

Section 8. Amendments and Waivers. The terms and conditions of this Agreement, including any exhibits, annexes or schedules to this Agreement, may not be waived, modified, amended, or supplemented without the prior written consent of the Debtors, Lightship and, from and after delivery of the First Lien Joinder, the First Lien Agent.

Section 9. Miscellaneous.

(a) Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, oral, or written, among the Parties with respect thereto.

(b) Headings. The headings of the sections, paragraphs, and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof or, for any purpose, be deemed a part of this Agreement.

(c) Governing Law; Submission to Jurisdiction; Forum Selection. This Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of the State of New York, without giving effect to the conflicts of law principles thereof. Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, to extent possible, in either the United States District Court for the Southern District of New York or any New York State court located in New York County (the “Chosen Courts”), and solely in connection with claims arising under this Agreement: (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts; (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts; and (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party hereto; provided that, if the Debtors commence the Cases, then the Bankruptcy Court (or court of proper appellate jurisdiction) shall be the exclusive jurisdiction rather than any Chosen Court.

(d) Trial by Jury Waiver. Each Party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby.

(e) Execution of Agreement. This Agreement may be executed and delivered in any number of counterparts and by way of electronic signature and delivery, each such counterpart, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement. Each individual executing this Agreement on behalf of a Party has been authorized and empowered to execute and deliver this Agreement on behalf of said Party.

(f) Interpretation and Rules of Construction. This Agreement is the product of negotiations among the Parties, and the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement or any portion hereof, shall not be effective in regard to the interpretation hereof.

(g) Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement is intended to bind and inure to the benefit of each of the Parties and each of their respective permitted successors, assigns, heirs, executors, administrators, and representatives.

(h) No Third-Party Beneficiaries. Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties and no other person or entity shall be a third-party beneficiary of this Agreement.

(i) Reservation of Rights. If the Restructuring is not consummated, or if this Agreement is terminated for any reason, the Parties fully reserve any and all of their rights.

(j) Specific Performance. This Agreement is intended as a binding commitment enforceable in accordance with its terms. It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive relief as the sole remedy for any such breach, including, without limitation, an order of the Bankruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder; provided, however, that each Party agrees to waive any requirement for the securing or posting of a bond in connection with such remedy.

(k) Notices. All notices hereunder shall be deemed given if in writing and delivered, if contemporaneously sent by electronic mail, facsimile, courier, or by registered or certified mail (return receipt requested) to the following addresses or electronic mail addresses:

(1) If to the Company, to:

Rand Logistics, Inc.

333 Washington Street, Suite 201

Jersey City, NJ 07302

Attention: Mark Hiltwein (Email: [●])

with a copy to:

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

Bank of America Tower

New York, NY 10036-6745
Attention: Meredith A. Lahaie (Email: [●])

Stephen B. Kuhn (Email: [●])

(2) If to Lightship:

Lightship Capital LLC

330 Madison Avenue, 28th Floor

New York NY 10017
Attention: Jason Perri (Email: [●])

with a copy to:

White & Case LLP
200 South Biscayne Blvd., Suite 4900
Miami, FL 33131
Attention: Thomas E Lauria (Email: [●])

Any notice given by delivery, mail, or courier shall be effective when received. Any notice given by facsimile or electronic mail shall be effective upon oral, machine, or electronic mail (as applicable) confirmation of transmission.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

LOWER LAKES TOWING LTD.

Rand Logistics, Inc. 8-K