FORM OF UNDERWRITING AGREEMENT] GLOBAL LOGISTICS ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • December 15th, 2005 • Global Logistics Acquisition CORP • Blank checks • New York
The undersigned, Global Logistics Acquisition Corporation, a Delaware corporation (“Company”), hereby confirms its agreement with BB&T Capital Markets, a Division of Scott & Stringfellow, Inc. (being referred to herein variously as “you,” “BBTCM” or the “Representative”) and with the other underwriters named on Schedule I hereto for which BBTCM is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF STOCK TRANSFER AGENCY AGREEMENT] STOCK TRANSFER AGENCY AGREEMENT between GLOBAL LOGISTICS ACQUISITION CORPORATION and THE BANK OF NEW YORK Dated as of _________ __, 2005 ACCOUNT NUMBER(S)Stock Transfer Agency Agreement • December 15th, 2005 • Global Logistics Acquisition CORP • Blank checks • New York
AGREEMENT, made as of ___, 2005, by and between GLOBAL LOGISTICS ACQUISITION CORPORATION, a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Customer”), and THE BANK OF NEW YORK, a New York trust company (hereinafter referred to as the “Bank”).
FORM OF WARRANT PURCHASE COMMITMENT AGREEMENT]Warrant Purchase Commitment Agreement • December 15th, 2005 • Global Logistics Acquisition CORP • Blank checks • New York
This letter agreement (the “Agreement”) will confirm the agreement of the undersigned to purchase (the “Purchase Commitment”) warrants (the “Warrants”) of Global Logistics Acquisition Corporation (the “Company”) that are included in the units (the “Units”) being sold in the Company’s initial public offering (“IPO”) pursuant to the Company’s registration statement on Form S-1 (File No. 333-128591) (as may be amended and supplemented from time to time, the “Registration Statement”). The Purchase Commitment shall be subject to the terms and conditions set forth herein.
Re: Global Logistics Acquisition Corporation Initial Public Offering – Lock-up Letter AgreementLock-Up Agreement • December 15th, 2005 • Global Logistics Acquisition CORP • Blank checks • New York
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, a Division of Scott & Stringfellow, Inc., 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.
FORM OF REGISTRATION RIGHTS AGREEMENT] REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2005 • Global Logistics Acquisition CORP • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2005, 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”).
FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND BB&T CAPITAL MARKETS, A DIVISION OF SCOTT & STRINGFELLOW, INC.]Letter Agreement • December 15th, 2005 • Global Logistics Acquisition CORP • Blank checks • New York
This letter agreement (the “Agreement”) is being delivered to you in connection with the agreement of each of the initial stockholders (collectively, the “Warrant Purchase Agreements”) of Global Logistics Acquisition Corporation (the “Company”) to purchase (the “Purchase Commitment”) warrants (the “Warrants”) of the Company that are included in the units (the “Units”) being sold in the Company’s initial public offering (“IPO”) pursuant to the Company’s registration statement on Form S-1 (File No. 333-128591) (as may be amended and supplemented from time to time, the “Registration Statement”).
FORM OF WARRANT AGREEMENT] WARRANT AGREEMENT COMMON STOCK WARRANT AGREEMENT dated as of ______ __, 2005 between GLOBAL LOGISTICS ACQUISITION CORPORATION and THE BANK OF NEW YORK, as Warrant Agent Common Stock Warrants Expiring ______ __, 2010Warrant Agreement • December 15th, 2005 • Global Logistics Acquisition CORP • Blank checks • New York
COMMON STOCK WARRANT AGREEMENT, dated as of ___, 2005 (as modified, amended or supplemented, this “Agreement”), between GLOBAL LOGISTICS ACQUISITION CORPORATION, a Delaware corporation (the “Company”) and THE BANK OF NEW YORK, a New York trust company, as Warrant Agent (the “Warrant Agent”).
FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN BB&T CAPITAL MARKETS, A DIVISION OF SCOTT & STRINGFELLOW, INC., AND EACH OF THE INITIAL STOCKHOLDERS]Underwriting Agreement • December 15th, 2005 • Global Logistics Acquisition CORP • Blank checks • New York
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.
FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND EACH OF THE INITIAL STOCKHOLDERS]Letter Agreement • December 15th, 2005 • Global Logistics Acquisition CORP • Blank checks • New York
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.
FORM OF TRUST ACCOUNT AGREEMENT] TRUST ACCOUNT AGREEMENTTrust Account Agreement • December 15th, 2005 • Global Logistics Acquisition CORP • Blank checks • New York
This TRUST ACCOUNT AGREEMENT (the “Agreement”) is made as of , 2005 by and between GLOBAL LOGISTICS ACQUISITION CORPORATION, a Delaware corporation (the “Company”) and THE BANK OF NEW YORK, a New York banking corporation, as account agent (the “Account Agent”).
