Exhibit 10.23


 








Pangaea Logistics Solutions
Ltd. (the “Company”), pursuant to its 2014 Share Incentive Plan, as amended from time to time (the “Plan”),
hereby grants to Holder the number of Restricted Shares set forth below. The Restricted Shares are subject to all of the terms
and conditions as set forth herein, as well as the terms and conditions of the Plan, all of which are incorporated herein in their
entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. Except where otherwise
indicated in this Grant Notice, in the event of a conflict or inconsistency between the terms and provisions of the Plan and the
provisions of this Restricted Share Grant Notice and Agreement (this “Grant Notice”), the Plan shall govern
and control.


 








	
         

        Holder:
	
         

        _____________________________

	
         

        Date of Grant:
	
         

        [           
        ]

	
         

        Number of Restricted Shares:
	
         

        [           
        ]

	Vesting Commencement Date:	[            ]
	
         

        Vesting of Restricted Shares:
	
         

        Provided that Holder has not undergone
        a Termination prior to the applicable vesting date, one-third (1/3) of the Restricted Shares granted herein, rounded down to the
        nearest whole Restricted Share, shall vest on each of the third (3rd), fourth (4th) and fifth (5th)
        annual anniversaries of the Vesting Commencement Date; provided, that, with respect to the last such installment, the number
        of Restricted Shares that vest shall be such that Holder will be full vested in the total number of Restricted Shares listed above
        as of the applicable date.

         

        Notwithstanding the foregoing, all unvested
        Restricted Shares shall immediately vest in the event of Holder’s Termination as a result of Holder’s (i) death or
        Disability or (ii) Retirement.

         

        For purposes of this Grant Notice, “Retirement”
        shall mean a Termination by Holder following the date Holder (a) has completed at least five years of continuous employment with
        the Company and its Affiliates and (b) the age of sixty-five (65).

	
         

        Termination:

         

         

         
	
         

        Except as otherwise provided herein with
        respect to Holder’s Termination by reason of Holder’s death, Disability or Retirement, Section 6(c) of the Plan regarding
        Termination is incorporated herein by reference and made a part hereof.

	Additional Terms:	
        The Restricted Shares shall be subject
        to the following additional terms:

         














		·	The
transfer restrictions described in Section 6(b) of the Plan are incorporated herein by reference and made a part hereof.



 


 






    	 



    	 



    

 





		·	Any
certificates representing the vested Restricted Shares delivered to Holder shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which such shares are listed, and any applicable federal or state laws, and the Committee
may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions as the Committee
deems appropriate.



 


		·	Holder
shall be the record owner of the Restricted Shares until or unless such Restricted Shares are forfeited or repurchased, or otherwise
sold or transferred in accordance with the terms of the Plan, and as record owner shall generally be entitled to all rights of
a shareholder with respect to the Restricted Shares; provided, however, that the Company will retain custody of
all dividends and distributions, if any (“Retained Distributions”), made or declared on the Restricted Shares
(and such Retained Distributions shall be subject to forfeiture and the same restrictions, terms and vesting and other conditions
as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained
Distributions shall have been made, paid or declared shall have become vested, and such Retained Distributions shall not bear
interest or be segregated in a separate account. As soon as practicable following each applicable vesting date any applicable
Retained Distributions shall be delivered to Holder.



 


		·	Upon
vesting of the Restricted Shares (or such other time that the Restricted Shares is taken into income), Holder will be required
to satisfy applicable withholding tax obligations, if any, as provided in Section 17 of the Plan.



 


		·	This
Grant Notice does not confer upon Holder any right to continue as an employee of the Company or any of its Affiliates.



 


		·	This
Grant Notice shall be construed and interpreted in accordance with the internal laws of Bermuda, without regard to the principles
of conflicts of law thereof.



 


		·	Holder
agrees that the Company may deliver by email all documents relating to the Plan or the Restricted Shares (including, without limitation,
a copy of the Plan) and all other documents that the Company is required to deliver to its security holders (including, without
limitation, disclosures that may be required by the Securities and Exchange Commission). Holder also agrees that the Company may
deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company.
If the Company posts these documents on a website, it shall notify Holder by email.



 






    	 



    	 



    




 





The undersigned Holder acknowledges
receipt of THIS GRANT NOTICE AND the plan, and, as an express condition to the grant of RESTRICTED SHARES HEREUNDER, agrees to
be bound by the terms THIS GRANT NOTICE and the Plan.


 








	PANGAEA LOGISTICS SOLUTIONS LTD.	 	 	Holder	 
	 	 	 	 	 	 
	By:	 	 	 	 	 
	 	Signature	 	 	Signature	 
	 	 	 	 	 	 
	Title:	 	 	 	 	 
	 	 	 	 	Print Name