FORM OF REGISTRATION RIGHTS AGREEMENT] REGISTRATION RIGHTS AGREEMENT
Exhibit 10.7
[FORM OF REGISTRATION RIGHTS AGREEMENT]
THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___day of
___, 2006, by and among: Global Logistics Acquisition Corporation, a Delaware corporation
(the “Company”); and each of the undersigned parties listed under Insiders on the signature page
hereto (each, an “Insider” and collectively, the
“Insiders”).
WHEREAS, the Insiders, collectively, hold all of the issued and outstanding shares of Common
Stock of the Company as of the date hereof;
WHEREAS, the Company proposes to sell to the Insiders, collectively, 2,272,727 Insider
Warrants in a private placement transaction concurrently with the closing of the Company’s initial
public offering of units, each consisting of one share of Common Stock and one warrant, exercisable
for one share of Common Stock;
WHEREAS, the Insiders and the Company desire to enter into this Agreement to provide the
Insiders with certain rights relating to the registration of (i) the Insider Shares, (ii) the
Insider Warrants, and (iii) the Insider Warrant Shares;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. The following capitalized terms used herein have the following meanings:
“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified
from time to time.
“Business Combination” means the acquisition by the Company, whether by merger, capital stock
exchange, asset acquisition or other similar type of combination, of one or more operating
businesses in the transportation and logistics sector and related industries, having, collectively,
a fair market value (as calculated in accordance with the Company’s Amended and Restated
Certificate of Incorporation) of at least 80% of the Company’s net assets at the time of such
merger, capital stock exchange, asset acquisition or other similar type of combination.
“Business Day” means any day, except a Saturday, Sunday or legal holiday on which the banking
institutions in the City of New York are authorized or obligated by law or executive order to
close.
“Commission” means the Securities and Exchange Commission, or such successor federal agency or
agencies as may be established in lieu thereof.
“Common Stock” means the common stock, par value $0.0001 per share, of the Company.
“Company” is defined in the preamble to this Agreement.
“Demand Registration” is defined in Section 2.1.1.
“Demanding Holder” is defined in Section 2.1.1.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.
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“Form S-3” is defined in Section 2.3.
“Indemnified Party” is defined in Section 4.3.
“Indemnifying Party” is defined in Section 4.3.
“Insider” is defined in the preamble to this Agreement.
“Insider Indemnified Party” is defined in Section 4.1.
“Insider Shares” mean all of the shares of Common Stock owned or held by Insiders as of the
date hereof; provided, that such shares shall cease to be Insider Shares when: (a) a
Registration Statement with respect to the sale of such securities shall have become effective
under the Securities Act (as defined below) and such securities shall have been sold, transferred,
disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall
have been otherwise transferred pursuant to Rule 144 of the Securities Act (or any similar
provisions thereunder, but not Rule 144A), and new certificates for them not bearing a legend
restricting further transfer shall have been delivered by the Company and subsequent public
distribution of them shall not require registration under the Securities Act; or (c) such
securities shall have ceased to be outstanding.
“Insider Securities” is defined in Section 2.1.1.
“Insider Warrants” mean the 2,272,727 warrants, each exercisable for one share of the
Company’s Common Stock (at an exercise price of $6.00 per share), to be issued by the Company to
the Insiders in a private placement transaction concurrently with the closing of the Company’s
initial public offering of securities; provided, that such warrants shall cease to be
Insider Warrants when: (a) a Registration Statement with respect to the sale of such securities
shall have become effective under the Securities Act (as defined below) and such securities shall
have been sold, transferred, disposed of or exchanged in accordance with such Registration
Statement; (b) such securities shall have been otherwise transferred pursuant to Rule 144 of the
Securities Act (or any similar provisions thereunder, but not Rule 144A), and new certificates for
them not bearing a legend restricting further transfer shall have been delivered by the Company and
subsequent public distribution of them shall not require registration under the Securities Act; or
(c) such securities shall have ceased to be outstanding.
“Insider Warrant Shares” mean the shares of Common Stock to be issued upon exercise of the
Insider Warrants; provided, that such shares shall cease to be Insider Warrant Shares when:
(a) a Registration Statement with respect to the sale of such securities shall have become
effective under the Securities Act (as defined below) and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such
securities shall have been otherwise transferred pursuant to Rule 144 of the Securities Act (or any
similar provisions thereunder, but not Rule 144A), and new certificates for them not bearing a
legend restricting further transfer shall have been delivered by the Company and subsequent public
distribution of them shall not require registration under the Securities Act; or (c) such
securities shall have ceased to be outstanding.
“Maximum Number of Securities” is defined in Section 2.1.4.
“Notices” is defined in Section 6.2.
“Piggy-Back Registration” is defined in Section 2.2.1.
“Prospectus” means a prospectus relating to a Registration Statement, as amended or
supplemented, and all materials incorporated by reference in such Prospectus.
“Register,” “registered” and “registration” mean a registration effected by preparing and
filing a registration statement or similar document under the Securities Act and such registration
statement becoming effective.
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“Registration Statement” means a registration statement filed by the Company with the
Commission in compliance with the Securities Act and the rules and regulations promulgated
thereunder for a public offering and sale of Common Stock (other than a registration statement on
Form S-4 or Form S-8, or their successors, or any registration statement covering only securities
proposed to be issued in exchange for securities or assets of another entity).
“Release Date” means the date that is six months after the consummation of a Business
Combination.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
of the Commission promulgated thereunder.
“Underwriter” means a securities dealer who purchases any Insider Shares as principal in an
underwritten offering and not as part of such dealer’s market-making activities.
2. REGISTRATION RIGHTS.
2.1 Demand Registration.
2.1.1 General Request for Registration. At any time and from time to time on or after
the Release Date, the holders of a majority-in-interest of, collectively, the Insider Shares and
Insider Warrant Shares underlying outstanding Insider Warrants held by the Insiders or the
transferees of the Insider Shares, Insider Warrants and Insider Warrant Shares (together, the
“Insider Securities”) may make a written demand for registration under the Securities Act of all or
part of their Insider Securities (a “Demand Registration”). Any demand for a Demand Registration
shall specify the number and type of Insider Securities proposed to be sold and the intended
method(s) of distribution thereof. The Company will notify all holders of Insider Securities of
any demand pursuant to this Section 2.1.1 within five (5) Business Days, and each holder of Insider
Securities who wishes to include all or a portion of such holder’s Insider Securities in such
Demand Registration and is otherwise permitted to due so under this Agreement (each such holder
including Insider Securities in such Demand Registration, a
“Demanding Holder”) shall so notify the
Company within ten (10) Business Days after the receipt by the holder of the notice from the
Company. Upon any such request, the Demanding Holders shall be entitled to have their Insider
Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions set
forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two
(2) Demand Registrations under this Section 2.1.1.
2.1.2 Effective Registration. A registration will not count as a Demand Registration
until the Registration Statement filed with the Commission with respect to such Demand Registration
has been declared effective and the Company has complied with all of its obligations under this
Agreement with respect thereto; provided, however, that if, after such Registration
Statement has been declared effective, the offering of Insider Securities pursuant to a Demand
Registration is interfered with by any stop order or injunction of the Commission or any other
governmental agency or court, the Registration Statement with respect to such Demand Registration
will be deemed not to have been declared effective, unless and until, (i) such stop order or
injunction is removed, rescinded or otherwise terminated, and (ii) with respect to a Demand
Registration, a majority-in-interest of the Demanding Holders thereafter elect to continue the
offering; provided, further, that the Company shall not be obligated to file a
second Registration Statement until a Registration Statement that has been filed is counted as a
Demand Registration or is otherwise terminated.
2.1.3 Underwritten Offering. If a majority-in-interest of the Demanding Holders so
elect and such holders so advise the Company as part of their written demand for a Demand
Registration, the offering of such Insider Securities pursuant to such Demand Registration shall be
in the form of an underwritten offering. In each such case, the right of any holder to include such
holder’s Insider Securities in such registration shall be conditioned upon such holder’s
participation in such underwriting and the inclusion of such holder’s Insider Securities in the
underwriting to the extent provided herein. All Demanding Holders who propose to distribute their
Insider Securities through such an underwriting shall enter into an underwriting agreement in
customary form with the Underwriter or Underwriters selected for such underwriting by a
majority-in-interest of the holders initiating the Demand Registration.
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2.1.4 Reduction of Offering. If the managing Underwriter or Underwriters for a Demand
Registration that is to be an underwritten offering advises the Company and the Demanding Holders
in writing that the dollar amount or number of shares of Insider Securities which the Demanding
Holders desire to sell taken together with all other shares of Common Stock or other securities
which the Company desires to sell and the shares of Common Stock, if any, as to which registration
has been requested pursuant to written contractual piggy-back registration rights held by other
holders of the Company’s securities who desire to sell securities, exceeds the maximum dollar
amount or maximum number of securities that can be sold in such offering without adversely
affecting the proposed offering price, the timing, the distribution method, or the probability of
success of such offering (such maximum dollar amount or maximum number of securities, as
applicable, the “Maximum Number of Securities”), then the Company shall include in such
registration: (i) first, in the case of a Demand Registration, the Insider Securities as to which
the Demand Registration has been requested (pro rata in accordance with the number of Insider
Shares and Insider Warrant Shares underlying outstanding Insider Warrants, collectively, which such
Demanding Holder has requested be included in such registration, regardless of the number of
Insider Shares and Insider Warrant Shares underlying outstanding Insider Warrants, collectively,
held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Securities;
(ii) second, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clause (i), the shares of Common Stock or other securities that the Company desires to
sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i)
and (ii), the shares of Common Stock for the account of other persons that the Company is obligated
to register pursuant to written contractual arrangements with such persons and that can be sold
without exceeding the Maximum Number of Securities; and (v) fourth, to the extent that the Maximum
Number of Securities have not been reached under the foregoing clauses (i), (ii), and (iii), the
shares of Common Stock that other shareholders desire to sell that can be sold without exceeding
the Maximum Number of Securities.
2.1.5 Withdrawal. In the case of a Demand Registration, if a majority-in-interest of
the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include
all of their Insider Securities in any offering, such majority-in-interest of the Demanding Holders
may elect to withdraw from such offering by giving written notice to the Company and the
Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the
Registration Statement filed with the Commission with respect to such Demand Registration. In such
event, the Company need not seek effectiveness of such Registration Statement for the benefit of
other Insiders. If the majority-in-interest of the Demanding Holders withdraws from a proposed
offering relating to a Demand Registration, then such registration shall not count as a Demand
Registration provided for in Section 2.1.1 hereof.
2.2 Piggy-Back Registration.
2.2.1 Piggy-Back Rights. If at any time on or after the Release Date the Company
proposes to file a Registration Statement under the Securities Act with respect to an offering of
equity securities, or securities or other obligations exercisable or exchangeable for, or
convertible into, equity securities, by the Company for its own account or for shareholders of the
Company for their account (or by the Company and by shareholders of the Company including, without
limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection
with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of
securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is
convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then
the Company shall (x) give written notice of such proposed filing to the holders of Insider
Securities as soon as practicable but in no event less than ten (10) Business Days before the
anticipated filing date, which notice shall describe the amount and type of securities to be
included in such offering, the intended method(s) of distribution, and the name of the proposed
managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of
Insider Securities in such notice the opportunity to register the sale of such number and type of
Insider Securities as such holders may request in writing within five (5) Business Days following
receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Insider
Securities to be included in such registration and shall use commercially reasonable efforts to
cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the
Insider Securities requested to be included in a Piggy-Back Registration to be included on the same
terms and conditions as any similar securities of the Company and to permit the sale or other
disposition of such Insider Securities in accordance with the intended method(s) of distribution
thereof. All holders of Insider Securities who propose to distribute securities through a
Piggy-Back Registration that involves an Underwriter or Underwriters
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shall enter into an underwriting agreement in customary form with the Underwriter or
Underwriters selected for such Piggy-Back Registration.
2.2.2 Reduction of Offering. If the managing Underwriter or Underwriters for a
Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders
of Insider Securities in writing that the dollar amount or number of shares of Common Stock which
the Company desires to sell, taken together with shares of Common Stock, if any, as to which
registration has been demanded pursuant to written contractual arrangements with persons other than
the holders of Insider Securities hereunder, the Insider Securities as to which registration has
been requested under this Section 2.2, and the shares of Common Stock, if any, as to which
registration has been requested pursuant to the written contractual piggy-back registration rights
of other shareholders of the Company, exceeds the Maximum Number of Securities, then the Company
shall include in any such registration:
(i) If the registration is undertaken for the Company’s account: (A) first, the shares of
Common Stock or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clause (A), the shares of Common Stock and
other securities, if any, including the Insider Securities, as to which registration has been
requested pursuant to written contractual piggy-back registration rights of security holders (pro
rata in accordance with the number of shares of Common Stock (including the Insider Shares and
Insider Warrant Shares underlying outstanding Insider Warrants) which each such person has actually
requested to be included in such registration, regardless of the number of shares of Common Stock
(including the Insider Shares and Insider Warrant Shares underlying outstanding Insider Warrants)
with respect to which such persons have the right to request such inclusion) that can be sold
without exceeding the Maximum Number of Securities; and
(ii) If the registration is a “demand” registration undertaken at the demand of persons other
than the holders of Insider Securities pursuant to written contractual arrangements with such
persons, (A) first, the shares of Common Stock for the account of the demanding persons that can be
sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clause (A), the shares of Common
Stock or other securities that the Company desires to sell that can be sold without exceeding the
Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A) and (B), the Insider Securities as to which
registration has been requested under this Section 2.2 (pro rata in accordance with the number of
shares of Insider Shares and Insider Warrant Shares underlying outstanding Insider Warrants,
collectively, held by each such holder); and (D) fourth, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common
Stock, if any, as to which registration has been requested pursuant to written contractual
piggy-back registration rights which other shareholders desire to sell that can be sold without
exceeding the Maximum Number of Securities.
2.2.3 Withdrawal. Any holder of Insider Securities may elect to withdraw such
holder’s request for inclusion of Insider Securities in any Piggy-Back Registration by giving
written notice to the Company of such request to withdraw prior to the effectiveness of the
Registration Statement. The Company may also elect to withdraw a registration statement at any
time prior to the effectiveness of the Registration Statement. Notwithstanding any such
withdrawal, the Company shall pay all expenses incurred by the holders of Insider Securities in
connection with such Piggy-Back Registration as provided in Section 3.3.
2.3 Registrations on Form S-3. The holders of Insider Securities may at any time and
from time to time after the Release Date, request in writing that the Company register the resale
of any or all of such Insider Securities on Form S-3 or any similar short-form registration which
may be available at such time (“Form S-3”); provided, however, that the Company
shall not be obligated to effect such request through an underwritten offering. Upon receipt of
such written request, the Company will promptly give written notice of the proposed registration to
all other holders of Insider Securities and, as soon as practicable thereafter, effect the
registration of all or such portion of such holder’s or holders’ Insider Securities, as the case
may be, as are specified in such request, together with all or such portion of the Insider
Securities of any other holder or holders joining in such request as are specified in a written
request given within five (5) Business Days after receipt of such written notice from the Company;
provided, however, that the Company shall not be obligated to effect any such
registration
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pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if
the holders of the Insider Securities, together with the holders of any other securities of the
Company entitled to inclusion in such registration, propose to sell Insider Securities and such
other securities (if any) at any aggregate price to the public of less than $500,000. Registrations
effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected
pursuant to Section 2.1.
3. REGISTRATION PROCEDURES.
3.1 Filings; Information. Whenever the Company is required to effect the registration
of any Insider Securities pursuant to Section 2, the Company shall use commercially reasonable
efforts to effect the registration and sale of such Insider Securities in accordance with the
intended method(s) of distribution thereof as expeditiously as practicable, and in connection with
any such request:
3.1.1 Filing Registration Statement. The Company shall, as expeditiously as possible
and in any event within sixty (60) days after receipt of a request for a Demand Registration
pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form
for which the Company then qualifies or which counsel for the Company shall deem appropriate and
which form shall be available for the sale of all Insider Securities to be registered thereunder in
accordance with the intended method(s) of distribution thereof, and shall use commercially
reasonable efforts to cause such Registration Statement to become and remain effective for the
period required by Section 3.1.3; provided, however, that the Company shall have
the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back
Registration for such period as may be applicable to deferment of any demand registration to which
such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a
certificate signed by the Chief Executive Officer of the Company stating that, in the good faith
judgment of the Board of Directors of the Company, it would be materially detrimental to the
Company and its shareholders for such Registration Statement to be effected at such time;
provided, further, however, that the Company shall not have the right to
exercise the right set forth in the immediately preceding proviso more than once in any 365-day
period in respect of a Demand Registration hereunder; provided, further, that the
Insiders shall provide at least fifteen (15) Business Days notice of the date on which they wish
the Company to prepare and file a Registration Statement with the Commission.
3.1.2 Copies. The Company shall, prior to filing a Registration Statement or
Prospectus, or any amendment or supplement thereto, furnish without charge to the holders of
Insider Shares included in such registration, and such holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration
Statement (in each case including all exhibits thereto and documents incorporated by reference
therein), the Prospectus included in such Registration Statement (including each preliminary
Prospectus), and such other documents as the holders of Insider Securities included in such
registration or legal counsel for any such holders may reasonably request in order to facilitate
the disposition of the Insider Securities owned by such holders.
3.1.3 Amendments and Supplements. The Company shall prepare and file with the
Commission such amendments, including post-effective amendments, and supplements to such
Registration Statement and the Prospectus used in connection therewith as may be necessary to keep
such Registration Statement effective and in compliance with the provisions of the Securities Act
until all Insider Securities, and all other securities covered by such Registration Statement, have
been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement (which period shall not exceed the sum of one hundred eighty (180) days plus
any period during which any such disposition is interfered with by any stop order or injunction of
the Commission or any governmental agency or court) or such securities have been withdrawn.
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3.1.4 Notification. After the filing of a Registration Statement, the Company shall
promptly, and in no event more than two (2) Business Days after such filing, notify the holders of
Insider Securities included in such Registration Statement of such filing, and shall further notify
such holders promptly and confirm such advice in writing in all events within two (2) Business Days
of the occurrence of any of the following: (i) when such Registration Statement becomes effective;
(ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the
issuance or threatened issuance by the Commission of any stop order (and the Company shall take all
actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any
request by the Commission for any amendment or supplement to such Registration Statement or any
Prospectus relating thereto or for additional information or of the occurrence of an event
requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter
delivered to the purchasers of the securities covered by such Registration Statement, such
Prospectus will not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading, and
promptly make available to the holders of Insider Securities included in such Registration
Statement any such supplement or amendment; except that before filing with the Commission a
Registration Statement or Prospectus or any amendment or supplement thereto, including documents
incorporated by reference, the Company shall furnish to the holders of Insider Securities included
in such Registration Statement and to the legal counsel for any such holders, copies of all such
documents proposed to be filed sufficiently in advance of filing to provide such holders and legal
counsel with a reasonable opportunity to review such documents and comment thereon, and the Company
shall not file any Registration Statement or Prospectus or amendment or supplement thereto,
including documents incorporated by reference, to which such holders or their legal counsel shall
reasonably object.
3.1.5 State Securities Laws Compliance. The Company shall use commercially reasonable
efforts to (i) register or qualify the Insider Securities covered by the Registration Statement
under such securities or “blue sky” laws of such jurisdictions in the United States as the holders
of Insider Securities included in such Registration Statement (in light of their intended plan of
distribution) may request and (ii) take such action necessary to cause such Insider Securities
covered by the Registration Statement to be registered with or approved by such other Federal or
State authorities as may be necessary by virtue of the business and operations of the Company and
do any and all other acts and things that may be necessary or advisable to enable the holders of
Insider Securities included in such Registration Statement to consummate the disposition of such
Insider Securities in such jurisdictions; provided, however, that the Company shall
not be required to qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3.1.5 or subject itself to taxation in any
such jurisdiction.
3.1.6 Agreements for Disposition. The Company shall enter into customary agreements
(including, if applicable, an underwriting agreement in customary form) and take such other actions
as are reasonably required in order to expedite or facilitate the disposition of such Insider
Securities. The representations, warranties and covenants of the Company in any underwriting
agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall
also be made to and for the benefit of the holders of Insider Securities included in such
registration statement. For the avoidance of doubt, the holders of Insider Securities may not
require the Company to accept terms, conditions or provisions in any such agreement which the
Company determines is not reasonably acceptable to the Company, notwithstanding any agreement to
the contrary herein. No holder of Insider Securities included in such registration statement shall
be required to make any representations or warranties in the underwriting agreement except as
reasonably requested by the Company and, if applicable, with respect to such holder’s organization,
good standing, authority, title to Insider Securities, lack of conflict of such sale with such
holder’s material agreements and organizational documents, and with respect to written information
relating to such holder that such holder has furnished in writing expressly for inclusion in such
Registration Statement.
3.1.7 Cooperation. The principal executive officer of the Company, the principal
financial officer of the Company, the principal accounting officer of the Company and all other
officers and members of the management of the Company shall cooperate fully in any offering of
Insider Securities hereunder, which cooperation shall include, without limitation, the preparation
of the Registration Statement with respect to such offering and all other offering materials and
related documents, and participation in meetings with Underwriters, attorneys, accountants and
potential investors. Holders of Insider Securities shall not be required to make any
representations or warranties to or agreements with the Company or the Underwriters except as they
may relate to such holders and their intended methods of distribution. Such holders, however,
shall agree to such
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covenants and indemnification and contribution obligations for selling stockholders as are
customarily contained in agreements of that type. Further, such holders shall cooperate fully in
the preparation of the registration statement and other documents relating to any offering in which
they include securities pursuant to this Agreement. Each holder shall also furnish to the Company
such information regarding itself, the Insider Securities held by such holder, and the intended
method of disposition of such securities as shall be reasonably required to effect the registration
of the Insider Securities.
3.1.8 Records. The Company shall make available for inspection by the holders of
Insider Securities included in such Registration Statement, any Underwriter participating in any
disposition pursuant to such registration statement and any attorney, accountant or other
professional retained by any holder of Insider Securities included in such Registration Statement
or any Underwriter, all financial and other records, pertinent corporate documents and properties
of the Company, as shall be necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any of them in connection with such Registration Statement.
3.1.9 Opinions and Comfort Letters. The Company shall furnish to each holder of
Insider Securities included in any Registration Statement a signed counterpart, addressed to such
holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any
comfort letter from the Company’s independent public accountants delivered to any Underwriter. In
the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each
holder of Insider Securities included in such Registration Statement, at any time that such holder
elects to use a Prospectus, an opinion of counsel to the Company to the effect that the
Registration Statement containing such Prospectus has been declared effective and that no stop
order is in effect.
3.1.10 Earnings Statement. The Company shall comply with all applicable rules and
regulations of the Commission and the Securities Act, and make available to its shareholders, as
soon as practicable, an earnings statement covering a period of twelve (12) months, beginning
within six (6) months after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder.
3.1.11 Listing. The Company shall use commercially reasonable efforts to cause all
Insider Securities included in any registration to be listed on such exchanges or otherwise
designated for trading in the same manner as similar securities issued by the Company are then
listed or designated or, if no such similar securities are then listed or designated, in a manner
satisfactory to the holders of a majority of the Insider Securities that are included in such
registration.
3.2 Obligation to Suspend Distribution. Upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3.1.4(iv), or, in the case of a
resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company,
pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company’s Board of
Directors, of the ability of all “insiders” covered by such program to transact in the Company’s
securities because of the existence of material non-public information, each holder of Insider
Securities included in any registration shall immediately discontinue disposition of such Insider
Securities pursuant to the Registration Statement covering such Insider Securities until such
holder receives the supplemented or amended Prospectus contemplated by Section 3.1.4(iv) or the
restriction on the ability of “insiders” to transact in the Company’s securities is removed, as
applicable, and, if so directed by the Company, each such holder will deliver to the Company all
copies, other than permanent file copies then in such holder’s possession, of the most recent
Prospectus covering such Insider Securities at the time of receipt of such notice.
3.3 Registration Expenses. The Company shall bear all customary costs and expenses
incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back
Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section
2.3, and all reasonable expenses incurred in performing or complying with its other obligations
under this Agreement, whether or not the Registration Statement becomes effective, including,
without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with
securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue
sky qualifications of the Insider Securities, subject to the limit set forth in paragraph (ix)
below); (iii) printing expenses; (iv) the Company’s internal expenses (including, without
limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses
incurred in connection with the listing of the Insider Securities, as
8
required by Section 3.1.11; (vi) National Association of Securities Dealers, Inc. fees; (vii)
fees and disbursements of counsel for the Company and fees and expenses for independent certified
public accountants retained by the Company (including the expenses or costs associated with the
delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the fees
and expenses of any special experts retained by the Company in connection with such registration
and (ix) the fees and expenses of one legal counsel selected by the holders of a
majority-in-interest of the Insider Securities that are included in such registration (not to
exceed, including the fees and disbursements to counsel in paragraph (ii) above, $20,000). The
Company shall have no obligation to pay any underwriting discounts or selling commissions
attributable to the Insider Securities being sold by the holders thereof, which underwriting
discounts or selling commissions shall be borne solely by such holders. Additionally, in an
underwritten offering, all selling shareholders and the Company shall bear the expenses of the
underwriter pro rata in proportion to the respective amount of shares each is selling in such
offering.
3.4 Information. The holders of Insider Securities shall provide such information as
may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with
the preparation of any Registration Statement, including amendments and supplements thereto, in
order to effect the registration of any Insider Securities under the Securities Act pursuant to
Section 2 and in connection with the Company’s obligation to comply with federal and applicable
state securities laws.
3.5 Holder Obligations. No holder of Insider Securities may participate in any
underwritten offering pursuant to this Agreement unless such holder (i) agrees to sell only such
holder’s Insider Securities on the basis reasonably provided in any underwriting agreement, and
(ii) completes, executes and delivers any and all questionnaires, powers of attorney, custody
agreements, indemnities, underwriting agreements and other documents reasonably required by or
under the terms of any underwriting agreement or as reasonably requested by the Company.
4. INDEMNIFICATION AND CONTRIBUTION.
4.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless
each Insider and each other holder of Insider Securities, and each of their respective officers,
employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any,
who controls an Insider and each other holder of Insider Securities (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Insider Indemnified Party”),
from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or
several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a
material fact contained in any Registration Statement under which the sale of such Insider
Securities was registered under the Securities Act, any preliminary Prospectus, final Prospectus or
summary Prospectus contained in the Registration Statement, or any amendment or supplement to such
Registration Statement, or arising out of or based upon any omission (or alleged omission) to state
a material fact required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such expense, loss, claim, damage or liability arises out of or is
based upon any untrue statement or allegedly untrue statement or omission or alleged omission made
in such Registration Statement, preliminary Prospectus, final Prospectus, or summary Prospectus, or
any such amendment or supplement, in reliance upon and in conformity with information furnished to
the Company, in writing, by such selling holder expressly for use therein; provided,
however, that the foregoing indemnity shall not inure to the benefit of any holder (or to
the benefit of any person controlling such holder) from whom the person asserting such losses,
claims or liabilities purchased the Insider Securities, if a copy of the Prospectus (as then
amended or supplemented if the Company shall have furnished any amendments or supplements thereto)
was not sent or given by or on behalf of such holder to such person, if required by law so to have
been delivered at or prior to the written confirmation of the sale of the Insider Securities to
such person, and if the Prospectus (as so amended or supplemented) would have cured the defect
giving wise to such losses, claims, damages or liabilities, unless such failure is the result of
noncompliance by the Company with Section 3.1.3 hereof.
4.2 Indemnification by Holders of Insider Securities. Each selling holder of Insider
Securities will, with respect to any Registration Statement where Insider Securities were
registered under the Securities Act, indemnify and hold harmless the Company, each of its directors
and officers, and each other person, if any, who controls the Company (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act), against any losses, claims,
judgments, damages or liabilities, whether joint or several, insofar as such losses, claims,
judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon
9
any untrue statement or allegedly untrue statement of a material fact contained in any
Registration Statement under which the sale of such Insider Securities was registered under the
Securities Act, any preliminary Prospectus, final Prospectus or summary Prospectus contained in the
Registration Statement, or any amendment or supplement to the Registration Statement, or arise out
of or are based upon any omission or the alleged omission to state a material fact required to be
stated therein or necessary to make the statement therein not misleading, if the statement or
omission was made in reliance upon and in conformity with information furnished in writing to the
Company by such selling holder expressly for use therein, and shall reimburse the Company, its
directors and officers, and each such controlling person for any legal or other expenses reasonably
incurred by any of them in connection with investigation or defending any such loss, claim, damage,
liability or action. Each selling holder’s indemnification obligations hereunder shall be several
and not joint and shall be limited to the amount of any net proceeds actually received by such
selling holder.
4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any person of
any notice of any loss, claim, damage or liability or any action in respect of which indemnity may
be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim
in respect thereof is to be made against any other person for indemnification hereunder, promptly
notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment,
damage, liability or action. If the Indemnified Party is seeking indemnification with respect to
any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be
entitled to participate in such claim or action, and, to the extent that it elects, retain counsel
reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, and any others
the Indemnifying Party may designate in such proceeding and shall pay the reasonable fees and
disbursements of such counsel related to such proceeding. In any such proceeding, the Indemnified
Party shall have the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party unless (i) the Indemnified Party and the
Indemnifying Party shall have mutually agreed to the retention of such counsel, or (ii) the named
parties to any such proceeding (including any impleaded parties) include both the Indemnified Party
and the Indemnifying Party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interest between them. The Indemnifying Party
shall not be liable for any settlement of any proceeding effected without its written consent, but
if settled with such consent or there is a final judgment for the plaintiff, the Indemnifying Party
agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified
Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and
expenses of counsel as contemplated in this Section 4.3, the Indemnifying Party agrees that it
shall be liable for any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than thirty (30) days after receipt by such Indemnifying Party
of the aforesaid request, and (ii) such Indemnifying Party shall not have reimbursed the
Indemnified Party in accordance with such request prior to the date of such settlement (other than
reimbursement for fees and expenses the Indemnifying Party is contesting in good faith). No
Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to
entry of judgment or effect any settlement of any claim or pending or threatened proceeding in
respect of which the Indemnified Party is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Party, unless such judgment or settlement includes an
unconditional release of such Indemnified Party from all liability arising out of such claim or
proceeding.
4.4 Contribution.
4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is
unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action
referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such
loss, claim, damage, liability or action in such proportion as is appropriate to reflect the
relative benefits received by the Indemnified Parties on the one hand and the Indemnifying Parties
on the other from the offering. If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice
required under Section 4.3 above, then each Indemnifying Party shall contribute to such amount paid
or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Indemnified Parties on the one hand and the
Indemnifying Parties on the other in connection with the actions or omissions which resulted in
such loss, claim, damage, liability or action, as well as any other relevant equitable
considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be
determined by
10
reference to, among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to information supplied
by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.
4.4.2 The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to in the
immediately preceding Section 4.4.1. The amount paid or payable by an Indemnified Party as a
result of any loss, claim, damage, liability or action referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth above, any legal or
other expenses incurred by such Indemnified Party in connection with investigating or defending any
such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of Insider
Securities shall be required to contribute any amount in excess of the dollar amount of the net
proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually
received by such holder from the sale of Insider Securities which gave rise to such contribution
obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
5. UNDERWRITING AND DISTRIBUTION.
5.1 Rule 144. The Company covenants that it shall file any reports required to be
filed by it under the Securities Act and the Exchange Act and shall take such further action as the
holders of Insider Securities may reasonably request, all to the extent required from time to time
to enable such holders to sell Insider Securities without registration under the Securities Act
within the limitation of the exemptions provided by Rule 144 under the Securities Act, or any
similar provision thereto, but not Rule 144A.
6. MISCELLANEOUS.
6.1 Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties
and obligations of the Company hereunder may not be assigned or delegated by the Company in whole
or in part. This Agreement and the rights, duties and obligations of the holders of Insider
Securities hereunder may be freely assigned or delegated by such holder of Insider Securities in
conjunction with and to the extent of any permitted transfer of Insider Securities by any such
holder in accordance with applicable law. This Agreement and the provisions hereof shall be
binding upon and shall inure to the benefit of each of the parties and their respective successors
and the permitted assigns of the Insider or holder of Insider Securities or of any assignee of the
Insider or holder of Insider Securities. This Agreement is not intended to confer any rights or
benefits on any persons that are not party hereto other than as expressly set forth in Section 4
and this Section 6.1.
6.2 Notices. All notices, demands, requests, consents, approvals or other
communications (collectively, “Notices”) required or permitted to be given hereunder or which are
given with respect to this Agreement shall be in writing and shall be personally served, delivered
by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram,
telex or facsimile, addressed as set forth below, or to such other address as such party shall have
specified most recently by written notice provided in accordance with this Section 6.2. Notice
shall be deemed given on the date of service or transmission if personally served or transmitted by
telegram, telex or facsimile; provided, that if such service or transmission is not on a
Business Day or is after normal business hours, then such notice shall be deemed given on the next
Business Day. Notice otherwise sent as provided herein shall be deemed given on the next Business
Day following timely delivery of such notice to a reputable air courier service with an order for
next-day delivery.
To the Company:
Global Logistics Acquisition Corporation
000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Chief Executive Officer
000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Chief Executive Officer
11
with a copy to:
Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP
0000 Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxx
Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP
0000 Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxx
To an Insider, to the address set forth below such Insider’s name on the signature pages
hereof.
with a copy to:
Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP
0000 Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxx
0000 Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxx
6.3 Severability. This Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may
be possible and be valid and enforceable.
6.4 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and all of which taken together shall constitute one and the
same instrument.
6.5 Entire Agreement. This Agreement (including all agreements entered into pursuant
hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the
entire agreement of the parties with respect to the subject matter hereof and supersede all prior
and contemporaneous agreements, representations, understandings, negotiations and discussions
between the parties, whether oral or written.
6.6 Modifications and Amendments. No amendment, modification or termination of this
Agreement shall be binding upon any party unless executed in writing by such party.
6.7 Titles and Headings. Titles and headings of sections of this Agreement are for
convenience only and shall not affect the construction of any provision of this Agreement.
6.8 Waivers and Extensions. Any party to this Agreement may waive any right, breach
or default which such party has the right to waive, provided, that such waiver will not be
effective against the waiving party unless it is in writing, is signed by such party, and
specifically refers to this Agreement. Waivers may be made in advance or after the right waived
has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver
of any breach of any agreement or provision herein contained shall be deemed a waiver of any
preceding or succeeding breach thereof nor of any other agreement or provision herein contained.
No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver
or extension of the time for performance of any other obligations or acts.
6.9 Remedies Cumulative. In the event that the Company fails to observe or perform
any covenant or agreement to be observed or performed under this Agreement, the Insider or any
other holder of Insider Securities may proceed to protect and enforce its rights by suit in equity
or action at law, whether for specific performance of any term contained in this Agreement or for
an injunction against the breach of any such term or in aid of the exercise of any power granted in
this Agreement or to enforce any other legal or equitable right, or to take any one or more of such
actions, without being required to post a bond. None of the rights, powers or remedies conferred
under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be
cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement
or now or hereafter available at law, in equity, by statute or otherwise.
12
6.10 Governing Law. This Agreement shall be governed by and interpreted and construed
in accordance with the laws of the State of New York applicable to contracts formed and to be
performed entirely within the State of New York, without regard to the conflicts of law provisions
thereof to the extent such principles or rules would require or permit the application of the laws
of another jurisdiction. The Company and the holders of the Insider Securities irrevocably and
unconditionally submit to the exclusive jurisdiction of the United States District Court for the
Southern District of New York or, if such court does not have jurisdiction, the New York State
Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this
Agreement, agree that all claims in respect of the action may be heard and determined in any such
court and agree not to bring any action arising out of or relating to this Agreement in any other
court. In any action, the Company and the holders of the Insider Securities irrevocably and
unconditionally waive and agree not to assert by way of motion, as a defense or otherwise any
claims that it is not subject to the jurisdiction of the above court, that such action is brought
in an inconvenient forum or that the venue of such action is improper. Without limiting the
foregoing, the Company and the holders of the Insider Securities agree that service of process at
each parties respective addresses as provided for in Section 6.2 above shall be deemed effective
service of process on such party.
6.11 Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally
waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether
based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement,
the transactions contemplated hereby, or the actions of the Insider in the negotiation,
administration, performance or enforcement hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
13
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed
and delivered by their duly authorized representatives as of the date first written above.
| GLOBAL LOGISTICS ACQUISITION CORPORATION |
||||
| By: | ||||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Chief Executive Officer and President | |||
| INSIDERS: |
||||
| By: | ||||
| Xxxxx X. Xxxxxxx |
||||
| c/o Global Logistics Acquisition Corporation 000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx Xxx Xxxx, XX 00000 |
||||
| By: | |||||
| Xxxxxxx X. Xxxxx |
|||||
| c/o Global Logistics Acquisition Corporation 000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx Xxx Xxxx, XX 00000 |
|||||
| By: | |||||
| Xxxxxxx X. Xxxxxxxx |
|||||
| c/o Global Logistics Acquisition Corporation 000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx Xxx Xxxx, XX 00000 |
|||||
| By: | ||||
| Xxxxxx X. XxXxxxx |
||||
| c/o Global Logistics Acquisition Corporation 000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx Xxx Xxxx, XX 00000 |
||||
| By: | ||||
| Xxxxxx X. Xxxx |
||||
| c/o Global Logistics Acquisition Corporation 000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx Xxx Xxxx, XX 00000 |
||||
[Registration Rights Agreement]
14
| By: | ||||
| Xxxxxxx Xxxx |
||||
| c/o Global Logistics Acquisition Corporation 000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx Xxx Xxxx, XX 00000 |
||||
| By: | ||||
| Xxxx X. Xxxxx, Xx. |
||||
| c/o Alleghany Corporation 000 Xxxxxx Xxxxxx Xxx Xxxxxx, XX 00000 |
||||
| By: | ||||
| Xxxxxxx X. Xxxxx |
||||
| c/o Royce & Associates, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 |
||||
[Registration Rights Agreement]
15
