FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND EACH OF THE INITIAL STOCKHOLDERS]
Exhibit 10.1
[FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND EACH OF
THE INITIAL STOCKHOLDERS]
THE INITIAL STOCKHOLDERS]
, 2005
| Re: | Global Logistics Acquisition Corporation Initial Public Offering – Letter Agreement |
Dear Ladies and Gentlemen:
This letter is being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting Agreement”) entered into by and between Global Logistics Acquisition Corporation, a
Delaware corporation (the “Company”), and BB&T Capital Markets, as Representative (the
“Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”),
relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the
“Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a
“Warrant”). The capitalized terms set forth on Schedule 1 attached hereto are hereby incorporated
by reference herein.
In order to induce the Company and the Underwriters to enter into the Underwriting Agreement
and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the
undersigned as a stockholder of the Company, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:
1. If the Company solicits approval of its stockholders of a Business Combination, the undersigned
shall vote all Insider Shares owned by such person in accordance with the majority of the votes
with respect to IPO Shares by the holders thereof.
2. If a Transaction Failure occurs, the undersigned shall take all reasonable actions to cause (i)
the Trust Fund to be liquidated and distributed to the holders of the IPO Shares no later than the
Termination Date, and (ii) the Company to dissolve and liquidate. The undersigned hereby waives
any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of the
Trust Fund with respect to such person’s Insider Shares, but only such Insider Shares and not with
respect to any IPO Shares acquired by the undersigned, and hereby waives any Claim the undersigned
may have in the future as a result of, or arising out of, any contracts or agreements with the
Company and will not seek recourse for any Claim against the Trust Fund for any reason whatsoever.
The undersigned hereby agrees that the Company shall be entitled to a reimbursement from the
undersigned for any distribution of the Trust Fund received by the undersigned in respect to such person’s Insider Shares. [The undersigned further agrees, in the
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event of a Transaction Failure, to indemnify and hold harmless the Company against any and all
losses, liabilities, claims, damages and expenses whatsoever (including, but not limited to, any
and all legal or other expenses reasonably incurred in investigating, preparing or defending
against any litigation, whether pending or threatened, or any claim whatsoever) actually incurred
by the Company as a result or arising out of any claim by any vendor that is owed money by the
Company for services rendered or products sold, in each case, to the Company; provided,
however, that the amount of such indemnification shall be limited only to the amount by
which such losses, liabilities, claims, damages or expenses actually reduce the amount of funds in
the Trust Fund.]
3. In order to minimize potential conflicts of interest which may arise from multiple affiliations,
the undersigned agrees to present to the Company for its consideration, prior to presentation to
any other person or entity, any suitable opportunity to acquire all or substantially all of the
outstanding equity securities of, or otherwise acquire a controlling equity interest in, an
operating business in the transportation and logistics sector and related industries, until the
earlier of the consummation by the Company of a Business Combination, the distribution of the Trust
Fund or until such time as the undersigned ceases to be an officer or director of the Company;
provided, however, that the presentation of such opportunities to the Company shall
in each case be subject to any fiduciary obligation of the undersigned’s arising from a
relationship established prior to the undersigned’s fiduciary relationship with the Company;
provided, further, that for the avoidance of doubt, this provision shall apply only
during such time periods as the undersigned serves as an officer or director of the Company.
4. The undersigned shall not, and shall cause any member of such person’s Immediate Family or any
affiliate of such person or the undersigned not to, accept any compensation for services rendered
to the Company prior to the Business Combination Date; provided, that the undersigned shall
be entitled to receive reimbursement from the Company for such person’s out-of-pocket expenses
incurred in connection with seeking and consummating a Business Combination as contemplated in the
Prospectus; provided, further, that this provision shall not apply to the payment
of up to $7,500 per month made by the Company to Blue Line Advisors, Inc. pursuant to the
Administrative Services Agreement by and between the Company and Blue Line Advisors, Inc. as
contemplated in the Prospectus; provided, further, that this provision shall not
apply to the reimbursement of fees and expenses incurred by the undersigned, or entities affiliated
with the undersigned, on behalf of the Company in connection with the IPO, as contemplated in the
Prospectus.
5. The undersigned shall not, and shall cause any member of such person’s Immediate Family or any
affiliate of such person or the undersigned not to, accept a finder’s fee or any other compensation
in the event the undersigned, any member of such person’s Immediate Family or any affiliate of such
person or the undersigned originates a Business Combination other than as expressly stated herein
or contemplated in the Prospectus.
6. The undersigned acknowledges and agrees that the Company will not consummate any Business
Combination which involves a company which is affiliated with any of the Insiders unless the
Company obtains an opinion from an independent investment banking firm, approved
by a majority of the members of the Company’s Audit Committee, that the Business Combination is
fair to the Company’s stockholders from a financial perspective.
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7. The undersigned hereby agrees to be [the of the Company][ and ][ a member of the
Board of Directors] of the Company until the earlier of (i) the Business Combination Date and (ii)
the Termination Date.
8. The undersigned represents and warrants that (i) the biographical information furnished to the
Company and the Representative and attached hereto as Exhibit A is true and accurate in all
respects (other than de minimis errors or omissions), does not omit any material information with
respect to the undersigned’s background during the previous five years and contains all of the
information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the
Securities Act of 1933, as amended, (ii) the questionnaires furnished by the undersigned to the
Company and the Representative are true and accurate in all respects (other than de minimis errors
or omissions), and (iii) the undersigned has full right and power, without violating any agreement
by which the undersigned is bound, to enter into this letter agreement and to serve as [
][ and ][ a member of the Board of Directors] of the Company. The undersigned further represents
and warrants that:
(a) The undersigned is not subject to or a respondent in any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or refrain from any act
or practice relating to the offering of securities in any jurisdiction;
(b) The undersigned has never been convicted of or pleaded guilty to any crime (i) involving
any fraud or (ii) relating to any financial transaction or handling of funds of another
person, or (iii) pertaining to any dealings in any securities and such person is not
currently a defendant in any such criminal proceeding; and
(c) The undersigned has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities license or
registration denied, suspended or revoked.
The undersigned acknowledges and understands that the Underwriters and the Company will rely
upon the agreements, representations and warranties set forth herein in proceeding with the IPO.
This letter agreement shall be binding on the undersigned and such person’s respective
successors, heirs, personal representatives and assigns. This letter agreement shall terminate on
the earlier of (i) the Business Combination Date and (ii) the Termination Date.
This letter 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.
No term or provision of this letter agreement may be amended, changed, waived, altered or
modified except by written instrument executed and delivered by the party against whom such
amendment, change, waiver, alteration or modification is to be enforced.
[The Remainder of this Page is Intentionally Left Blank]
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Schedule 1
SUPPLEMENTAL COMMON DEFINITIONS
Unless the context shall otherwise require, the following terms shall have the following
respective meanings for all purposes, and the following definitions are equally applicable to both
the singular and the plural forms and the feminine, masculine and neuter forms of the terms
defined.
“Business Combination” shall mean 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 Combination Date” shall mean the date upon which a Business Combination is
consummated, as conclusively established by a majority of the Independent Directors of the Company
immediately following a Business Combination.
“Effective Date” shall mean the date upon which the Registration Statement is declared
effective under the Securities Act of 1933, as amended, by the SEC.
“Immediate Family” shall mean, with respect to any person, such person’s spouse, lineal
descendents, father, mother, brothers or sisters (including any such relatives by adoption or
marriage).
“Independent Directors” shall mean the Company’s directors that qualify as “independent” under
NASD Rule 4200(a)(15), as amended.
“Insiders” shall mean all of the officers, directors and stockholders of the Company
immediately prior to the Company’s IPO.
“Insider Shares” shall mean all shares of Common Stock of the Company owned by an Insider
immediately prior to the Company’s IPO. For the avoidance of doubt, Insider Shares shall not
include any IPO Shares purchased by Insiders in connection with or subsequent to the Company’s IPO.
“IPO Shares” shall mean all shares of Common Stock issued by the Company in its IPO,
regardless of whether such shares were issued to an Insider or otherwise.
“Lock-Up Period” shall mean the period commencing on (inclusive of such date) the Effective
Date and ending on the earlier of (i) the date that is six months immediately following the
Business Combination Date, or (ii) the Termination Date.
“Lock-Up Period Termination Date” shall mean the close of business on the last day of the
Lock-Up Period.
“Prospectus” shall mean the final prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, and included in the Registration Statement.
“Registration Statement” shall mean the registration statement filed by the Company on Form
S-1 (No. 333-128591) with the SEC on September 26, 2005, and any amendment or supplement thereto,
in connection with the Company’s IPO.
“SEC” shall mean the United States Securities and Exchange Commission.
“Termination Date” shall mean the date that is sixty (60) calendar days immediately following
the Transaction Failure Date (inclusive thereof).
“Transaction Failure” shall mean the earlier of (i) the failure to enter into a letter of
intent, definitive agreement or agreement in principle with respect to a Business Combination on
any day during the eighteenth-month period immediately following the Effective Date, and (ii) the
failure to consummate a Business Combination on any day during the twenty-four-month period
immediately following the Effective Date.
“Transaction Failure Date” shall mean the date upon which a Transaction Failure occurs, as
conclusively established by a majority of the Independent Directors of the Company immediately
following a Transaction Failure.
“Trust Fund” shall mean that certain trust account established with The Bank of New York and
in which the Company deposited the “offering proceeds to be held in trust”, as described in the
Prospectus.
Exhibit A
BIOGRAPHY
[ Insert Bio here ]
