Exhibit 4.8


 


 


THE WARRANT EVIDENCED BY
THIS CERTIFICATE IS SUBJECT TO A SECURITYHOLDERS AGREEMENT DATED DECEMBER 16,
2004, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND
WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE SECRETARY OF THE COMPANY.  SUCH SECURITYHOLDERS AGREEMENT PROVIDES, AMONG
OTHER THINGS, FOR CERTAIN RESTRICTIONS ON SALE, TRANSFER, PLEDGE, HYPOTHECATION
OR OTHER DISPOSITION OF THE WARRANT EVIDENCED BY THIS CERTIFICATE. ANY
EVIDENCE, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES
EVIDENCED BY THIS CERTIFICATE TO PERSONS OTHER THAN IN ACCORDANCE WITH SUCH
SECURITYHOLDERS AGREEMENT SHALL BE NULL AND VOID.


 


THE WARRANT REPRESENTED
BY THIS CERTIFICATE AND ANY SHARES THAT MAY BE ISSUED UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY PORTION
HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND
APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION
IS AVAILABLE AND THE COMPANY SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER
HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY
(WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY).


 


THIS WARRANT IS SUBJECT TO AUTOMATIC EXERCISE AND
TERMINATION UPON THE HAPPENING OF CERTAIN EVENTS SET FORTH IN SECTION 2.A
HEREOF.


 


No.      


 


Dated: December    , 2004


 


WARRANT TO PURCHASE COMMON STOCK

OF GEOLOGISTICS CORPORATION


 


GEOLOGISTICS CORPORATION, a Delaware
corporation (the “Company”), CERTIFIES that this Warrant represents
              
Warrant Shares (as that term is defined in Section 1 hereof) bearing an initial
exercise price of $27.60 per Warrant Share (subject to adjustment in accordance
with Sections 4 and 5 hereof) (the “Exercise Price”) and is subject to a
deemed cashless exercise upon surrender of this Warrant as provided in Section
2 hereof at the principal office of the Company.


 


This Warrant is issued by the Company. The terms and conditions of the
Warrant are set forth herein.


 





















 


SECTION 1


DEFINITIONS


 


“Affiliate” means with respect to any
Person, any (i) officer, director, general partner, or holder of more than 10%
of the equity interests of such Person, and (ii) any other Person which
directly or indirectly controls, is controlled by or is under common control
with such Person. A Person is deemed to control another person if such Person
possesses, directly or indirectly, the power to direct or cause the direction
of the management and policies of the “controlled” Person, whether through
ownership of voting securities, by contract, or otherwise.


 


“Associated Common Shares” means the
shares of Common Stock owned by the original holders of this Warrant and
warrants of like tenor at the Effective Time.


 


“Board” means the Board of Directors
of the Company.


 


“Business Day” means a day other than
Saturday, Sunday or a statutory holiday on which banking institutions in New
York are authorized to close, and in the event that any action to be taken
hereunder falls on a day which is not a Business Day, then such action shall be
taken on the next succeeding Business Day.


 


“Common Stock” means the common stock,
$0.001 par value per share, of the Company.


 


“Company” means GeoLogistics
Corporation, a Delaware corporation.


 


“Convertible Securities” has the
meaning set forth in Section 5.B(a).


 


“Effective Time” means 5:00 P.M. EST
on the date on which the Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of the Company, in the form of Exhibit A to the
Recap Agreement, is filed with the Secretary of State of the State of Delaware.


 


“Exchange Act” means the Securities
Exchange Act of 1934 and the Rules and Regulations of the SEC promulgated
thereunder.


 


“Exercise Price” has the meaning set
forth in the introductory paragraph.


 


“Fair Market Value” means the value
obtainable upon a sale in an arm’s length transaction to a third party under
usual and normal circumstances, with neither the buyer nor the seller under any
compulsion to act, as determined by the Board in good faith; provided, however,
that if the Warrantholder shall dispute the Fair Market Value as determined by
the Board, the Warrantholder may undertake to have it and the Company retain an
Independent Expert. The determination of Fair Market Value by the Independent
Expert shall be final, binding and conclusive on the Company and the
Warrantholder.  All costs and expenses of
the Independent


 


2





















 


Expert
shall be borne by the Warrantholder unless the determination of Fair Market
Value by the Independent Expert is more than five percent more favorable to the
Warrantholder than the Fair Market Value determined by the Board, in which
event the cost of the Independent Expert shall be shared equally by the
Warrantholder and the Company, or more than ten percent more favorable to the
Warrantholder than the Fair Market Value determined by the Board, in which
event the cost of the Independent Expert shall be borne solely by the Company.


 


“Independent Expert” means an
investment banking firm reasonably and mutually acceptable to the Company and
the Warrantholder who does not (and whose Affiliates do not) have a financial
interest in the Company or any of its Affiliates.


 


“Majority of the Warrants” means
Warrants representing more than 50% of the Warrant Shares.


 


“Options” has the meaning set forth in
Section 5.B(a).


 


“Person” means an individual, corporation, partnership,
association, trust, limited liability company or any other entity or
organization, including a government or political subdivision or an agency,
unit or instrumentality thereof.


 


“Qualifying IPO” means the closing of a firm
commitment underwritten initial public offering of the Common Stock of the
Company resulting in at least $75,000,000 of net proceeds to the Company and
that is effected pursuant to a registration statement on Form S-1, or any successor
form covering a public offering of securities of the Company, filed with, and
declared effective by, the SEC, underwritten by a nationally recognized
investment bank, as a result of which the Common Stock of the Company is listed
for trading on a  National Securities Exchange or
quoted on the NASDAQ Stock Market.


 


“Qualifying
Sale” means (i) a sale by the Company or its subsidiaries of all or
substantially all of the assets of the Company and its subsidiaries, taken as a
whole, to one or more Third Parties; or (ii) the issuance by the Company of its
capital stock to one or more Third Parties, or the sale or other disposition
(including, but not limited to, by merger, reorganization or consolidation) of
capital stock of the Company by the holders thereof, unless, in either case,
after giving effect to such transaction, (y) Questor holds (i) more than 25% of
the Common Stock held by Questor immediately prior to such transaction, or (ii)
securities of a successor by merger which represent more than 25% of the voting
power to elect the board of directors of such successor, or (z) persons
designated by Questor constitute more than 25% of the Board or any successor
board of directors or governing body.


 


“Questor” means, collectively, Questor Partners Fund II, L.P., a
Delaware limited partnership, Questor Side-by-Side Partners II, L.P., a
Delaware limited partnership, Questor Side-by-Side Partners II (3)(c)(l), L.P.,
a Delaware limited partnership, and any of their respective Affiliates.


 


“Recap
Agreement” has the meaning set forth in the Securityholders Agreement.


 


3





















 


“SEC” means the United States
Securities and Exchange Commission.


 


“Securities Act” means the Securities
Act of 1933 and the rules and regulations promulgated by the SEC thereunder.


 


“Securityholders Agreement” means the
Securityholders Agreement by and among the Company and certain securityholders
of the Company named therein, dated as of December 16, 2004.


 


“Third Party” shall mean, as
applicable, a Person other than Questor.


 


“Unit” means an Equity Appreciation
Unit granted under the Company’s 2002 Equity Appreciation Rights Plan, as in
effect from time to time.


 


“Unit Shares” any shares of Common
Stock issued in lieu of the Company’s obligation in respect of Units.


 


“Warrant Shares” means the notional
number of shares of Common Stock underlying this Warrant and warrants of like
tenor and the same original issue date being, initially, an aggregate of
6,534,956 shares of Common Stock.


 


“Warrantholder” means the holder of
the Warrant and any related Warrant Shares.


 


SECTION 2


 


EXERCISE AND TERMINATION


 


A.                                   EXPIRATION; TIME OF DEEMED CASHLESS EXERCISE.
There is no fixed expiration date for this Warrant. This Warrant may not be
exercised (a) in part, or (b) at the election of the Warrantholders. If this
Warrant is in-the-money (as determined under Section 2.B hereof), the
Warrantholder shall be deemed to have exercised this Warrant, in full, on a
cashless basis, upon the earlier of (A) the closing of a Qualifying Sale, or
(B) the closing of a Qualifying IPO, and this Warrant shall, from and after
such date, represent solely the right to received the consideration payable
under Section 2.C or 2.D hereof, as the case may be. No action shall be required
by the Holder hereof, or the Company to effect such deemed exercise, and the consideration
due upon such deemed exercise shall be paid against delivery hereof to the Company
for cancellation. If this Warrant is not in-the-money with respect to the
earlier to occur of (A) the closing under a Qualifying Sale, and (B) the
closing under a Qualifying IPO, this Warrant shall expire in full coincident
with such closing, no consideration shall be payable by the Company with
respect to this Warrant, and this Warrant shall be of no further force or effect
for any purpose. Warrants that expire pursuant to the preceding sentence shall
be surrendered to the Company by the Warrantholder for cancellation.


 


B.                                     IN-THE-MONEY WARRANTS. This Warrant shall be
deemed in-the-money in connection with a Qualifying Sale if the amount that
would be distributed in a Qualifying Sale on


 


4





















 


each outstanding share of
Common Stock (exclusive of the Warrant Shares) exceeds the then-current
Exercise Price of the Warrants. This Warrant shall be deemed in-the-money in
connection with a Qualifying IPO as determined in accordance with Exhibit A
hereto.


 


C.                                     CONSIDERATION PAYABLE UPON DEEMED EXERCISE OF
IN-THE-MONEY WARRANTS UPON THE CLOSING OF A QUALIFYING SALE. In the event of a
Qualifying Sale, the amount payable on this Warrant, if any, per underlying
Warrant Share shall be a proportional amount of the same kind of consideration
payable to all holders of Common Stock in the Qualifying Sale determined in accordance
with the formula


 


((A+B)/(C+D))-(E)


 


where “A” equals the aggregate consideration available to the holders
of Common Stock as a result of the Qualifying Sale without reference to the
exercise of this Warrant and warrants of like tenor, “B” equals the aggregate
Exercise Price of this Warrant and warrants of like tenor (i.e.,
the product of the Exercise Price and the aggregate number of Warrant Shares
underlying this Warrant and warrants of like tenor), “C” equals the number of
shares of Common Stock issued and outstanding immediately prior to the
Qualifying Sale without reference to this Warrant and warrants of like tenor, “D”
equals the number of shares of Common Stock underlying this Warrant and
warrants of like tenor, and “E” equals the Exercise Price of this Warrant on
the closing date of the Qualifying Sale. If the amount computed in accordance
with the foregoing formula is negative, then this Warrant is not in-the-money
with respect to such Qualifying Sale and the provisions of the last two sentences
of Section A hereto shall apply. An example of the consideration payable
on this Warrant is set forth on Exhibit B hereto.


 


Distributions of amounts due
upon the deemed cashless exercise of this Warrant, if any, in connection with a
Qualifying Sale, shall be made, on a proportionate basis, at such times as
distributions are made to holders of Common Stock. The holder of this Warrant
and warrants of like tenor which are in-the-money in connection with a
Qualifying Sale shall participate, pro rata with the other holders of such
warrants and the holders of the Associated Common Shares, with the other
holders of the Common Stock in any holdback, escrow, indemnity or the like in
any Qualifying Sale in an amount equal to the percentage which such warrants and
the Associated Common Shares participate in that portion of the purchase price
subject to such contingency (and, for such purpose, the portion of the purchase
price so subject shall be deemed to be the last such amounts included in the
purchase price). Examples of pro rata holdbacks are set forth on Exhibit B
hereto.


 


D.                                    CONSIDERATION PAYABLE UPON DEEMED EXERCISE OF
IN-THE-MONEY WARRANTS UPON THE CLOSING OF A QUALIFYING IPO. In the event of a
Qualifying IPO, the amount payable on this Warrant shall be that number of
shares of Common Stock determined in Exhibit A hereto. The Company may
condition the issuance of shares of Common Stock upon the deemed cashless
exercise of the Warrant in connection with a Qualifying IPO on the execution
and delivery by the Warrantholder of any stand-off agreement requested by the
Managing Underwriters in the Qualifying IPO for a period of no more than 180
days on the same terms and conditions as the parties to the Securityholders
Agreement (including, without limitation, Questor) enter into any such
agreement.


 


5





















 


E.                                      LEGEND. All certificates representing shares
of Common Stock issuable upon the exercise of this Warrant will bear the legend
as described in Section 3.5 of the Securityholders Agreement.


 


F.                                      CHARACTER OF WARRANT SHARES. All shares of
Common Stock issuable upon the exercise of this Warrant shall be duly
authorized, validly issued, fully paid and nonassessable.


 


SECTION 3


 


OWNERSHIP AND EXCHANGE OF THE WARRANT


 


A.                                   REGISTERED HOLDER. The Company may deem and
treat the Person in whose name this Warrant is registered as the holder and
owner thereof (notwithstanding any notations of ownership or writing thereon
made by anyone other than the Company) for all purposes and shall not be
affected by any notice to the contrary, until presentation of this Warrant for
exchange as provided in this Section 3.


 


B.                                     EXCHANGE AND TRANSFER. This Warrant is
exchangeable upon the surrender thereof by the Warrantholder to the Company at
its principal offices for a new warrant or warrants of like tenor and date
representing in the aggregate the notional right to purchase the number of
shares purchasable hereunder, each new warrant to represent the notional right
to purchase such number of shares as shall be designated by the Warrantholder
at the time of surrender. THIS WARRANT AND THE WARRANT SHARES ARE TRANSFERABLE ONLY
ON THE TERMS AND CONDITIONS SPECIFIED IN THE SECURITYHOLDERS AGREEMENT. Subject
to the foregoing, this Warrant and all rights hereunder are transferable in
whole or in part upon the books of the Company by the Warrantholder in Person
or by its duly authorized attorney, and a new warrant or warrants shall be made
and delivered by the Company, of the same tenor and date as this Warrant but
registered in the name of the transferee, upon surrender of this Warrant, duly
endorsed, at the principal offices of the Company.


 


C.                                     REPLACEMENT. Upon receipt of evidence
reasonably satisfactory to the Company of the ownership and the loss, theft,
destruction or mutilation of this Warrant, in the case of loss, theft or
destruction, upon receipt of indemnity reasonably satisfactory to the Company,
or, in the case of mutilation, upon surrender of such certificate, the Company
shall (at its expense) execute and deliver in lieu of such Warrant a new
warrant of like kind and dated the date of such lost, stolen, destroyed or
mutilated Warrant.


 


SECTION 4


 


ACCRETIONS TO THE EXERCISE PRICE


 


The Exercise Price shall increase daily, compounding daily beginning February 1,
2005, at the rates set forth below during the periods set forth below, based on
a 360 day year.


 


6





















 


	
  Period

  	
   

  	
  Daily Compounding Accretion Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2-1-05 to
  4-30-05

  	
   

  	
  0.036537

  	
  %

  
	
  5-1-05 to 10-31-05

  	
   

  	
  0.049262

  	
  %

  
	
  11-1-05 and
  thereafter

  	
   

  	
  0.040186

  	
  %

  



 


 


SECTION 5


 


ANTI-DILUTION PROVISIONS


 


ANTI-DILUTION PROTECTION. In order to prevent dilution to the Exercise
Price, the Exercise Price and, except as set forth in the next sentence, the
number of Warrant Shares underlying this Warrant, shall be subject to
adjustment from time to time as provided in this Section 5. Anything
herein to the contrary notwithstanding, no adjustment in the number of Warrant
Shares underlying this Warrant shall be made in respect of any adjustment in
the Exercise Price described in Sections 5.A, 5.B or 5.C hereof.


 


A.                                   Adjustments to Exercise Price for Issuances
of Common Stock. Except as
provided in Section 5.K, if at any time after the Effective Time,
the Company shall issue any shares of Common Stock (including issuances of
options, warrants or rights to subscribe for shares of Common Stock or any
securities convertible into or exchangeable for shares of Common Stock deemed
to have been issued pursuant to Section 5.B(a) or Section 5.B(b) below) without
consideration or for a consideration per share (the “New Issuance Consideration”)
less than the Exercise Price, the Exercise Price in effect immediately prior to
each such issuance which is greater than the New Issuance Consideration shall
forthwith be reduced concurrently with such issuance to a price determined by
multiplying the Exercise Price by a fraction:


 


(a)                                  the numerator of which shall be the number of
shares of Common Stock deemed to be outstanding immediately prior to such
issuance plus the number of shares of Common Stock which the aggregate
consideration received by the Company for the total number of additional shares
of Common Stock so issued (and/or deemed issued) would purchase at the Exercise
Price in  effect immediately prior
to such issuance; and


 


(b)                                 the denominator of which shall be the number
of shares of Common Stock deemed to be outstanding immediately prior to such
issuance plus the number of additional shares of Common Stock so issued (and/or
deemed issued).


 


For purposes of preceding clauses (a) and (b), all outstanding shares
of Common Stock and all Warrant Shares underlying this Warrant and warrants of
like tenor (at the Exercise Price in effect prior to the adjustment called for
above) and all shares of Common Stock deemed to be outstanding pursuant to Section 5.B(a)
or Section 5.B(b) in respect of Options or Convertible Securities
(each as defined in Section 5.B(a)) which have an exercise price or
conversion price per share which is less than the Exercise Price in effect
prior to the adjustment called for above shall be “deemed to be outstanding.”


 


7





















 


B.                                     Rights and Options.


 


(a)                                  Issuance of Rights or Options. Except as provided in Section 5.K,
if at any time after the Effective Time, the Company shall in any manner grant
(whether directly or by assumption in a merger or otherwise) any rights to
subscribe for or to purchase, or any options for the purchase of, shares of
Common Stock or any stock or securities immediately convertible into or
immediately exchangeable for shares of Common Stock (such rights or options
being hereinafter referred to as “Options” and such convertible or
exchangeable stock or securities being hereinafter referred to as “Convertible
Securities”), whether or not such Options or the right to convert or
exchange any such Convertible Securities are immediately exercisable, and the
price per share for which a Common Share is issuable upon the exercise of such
Options or upon the conversion or exchange of such Convertible Securities
(determined by dividing (A) the total amount, if any, received or receivable by
the Company as consideration for the granting of such Options, plus the
aggregate amount of additional consideration payable to the Company upon the
exercise of all such Options, plus, in the case of such Options which relate to
Convertible Securities, the aggregate amount of additional consideration, if
any, payable upon the issuance or sale of such Convertible Securities and upon
the conversion or exchange thereof, by (B) the maximum number of shares of
Common Stock issuable upon the full exercise of such Options or upon the full
conversion or exchange of all such Convertible Securities issuable upon the
exercise of such Options) shall be less than the Exercise Price in effect
immediately prior to the time of the granting of such Options, then the maximum
number of shares of Common Stock issuable upon the exercise of such Options or
upon the conversion or exchange of the maximum number of such Convertible
Securities issuable upon the exercise of such Options shall be deemed to have
been issued for such price per share as of the date such Options were granted
and thereafter shall be deemed to be outstanding. Except as otherwise provided in
Section 5. B(c), no adjustment of the Exercise Price shall be made
upon the actual issuance of such shares of Common Stock or of such Convertible
Securities upon exercise of such Options or upon the actual issuance of such
shares of Common Stock upon conversion or exchange of such Convertible
Securities if an appropriate adjustment was previously made pursuant to this Section 5.B(a)
upon the issuance of such Options. If the right to exercise such Options
expires without such Options being exercised, the Exercise Price shall be
adjusted to reflect that the shares of Common Stock previously issuable upon
exercise of the Options are no longer deemed to have been issued.


 


(b)                                 Issuance of Convertible Securities. If the Company shall at any time after the
Effective Time in any manner issue (whether directly or by assumption in a
merger or otherwise) or sell any Convertible Securities, whether or not the
rights to exchange or convert any such Convertible Securities are immediately
exercisable, and the price per share for which a share of Common Stock is
issuable upon such conversion or exchange (determined by dividing (A) the total
amount, if any, received or receivable by the Company as consideration for the
issuance or sale of such Convertible Securities, plus the aggregate amount of
additional consideration, if any, payable to the Company upon the conversion or
exchange thereof, by (B) the maximum number of shares of Common Stock issuable
upon the conversion or exchange of all such Convertible Securities) shall be
less than the Exercise Price in effect immediately prior to the time of such
issuance or sale, then the maximum number of shares of Common Stock issuable
upon conversion or exchange of all such Convertible Securities shall be deemed
to have been issued for such price per share as of the date of the issuance or
sale of such Convertible Securities and thereafter shall be deemed to be
outstanding; provided that (a) except as otherwise provided in Section 5.B(c)
no adjustment of the Exercise Price shall be made upon the actual


 


8





















 


issuance
of such shares of Common Stock upon conversion or exchange of such Convertible
Securities if an appropriate adjustment was previously made pursuant to this Section 5.B(b)
upon the issuance of such Convertible Securities, (b) if any such issuance or
sale of such Convertible Securities is made upon the exercise of any Options to
purchase any such Convertible Securities for which adjustments of the Exercise
Price has been or are to be made pursuant to other provisions of this Section 5.B,
no further adjustment of the Exercise Price shall be made by reason of such
issuance or sale, and (c) if the right to exchange or convert such Convertible
Securities expires without such Convertible Securities being exchanged or
converted, the Exercise Price shall be adjusted to reflect that the shares of
Common Stock previously issuable upon conversion or exchange of such
Convertible Securities are no longer deemed to have been issued.


 


(c)                                  Change in Option Price or Conversion Rate;
Expiration of Options and Convertible Securities. In the event that the purchase price
provided for in any Options referred to in Section 5.B(a), the
additional consideration, if any, payable upon the conversion or exchange of
any Convertible Securities referred to in Sections 5. B(a)  or 5.B(b), or the rate at which
any Convertible Securities referred to in Sections 5.B(a)  or 5.B(b)  are
convertible into or exchangeable for shares of Common Stock, shall change at
any time (other than under or by reason of provisions designed to protect
against dilution), the Exercise Price in effect at the time of such event shall
be readjusted to the Exercise Price which would have been in effect at such
time had such Options or Convertible Securities still outstanding provided for
such purchase price, additional consideration or conversion rate, as the case
may be, at the time such Options or Convertible Securities were initially
granted, issued or sold. If the purchase price provided for in any such Options
referred to in Section 5.B(a) or the rate at which any Convertible
Securities referred to in Sections 5.B(a) or 5.B(b) are
convertible into or exchangeable for shares of Common Stock shall be reduced at
any time under or by reason of provisions with respect thereto designed to
protect against dilution, then, in case of the delivery of shares of Common
Stock upon the exercise of any such Options or upon conversion or exchange of
any such Convertible Securities, the Exercise Price then in effect hereunder
shall be adjusted to such respective amount as would have been obtained had
such Options or Convertible Securities never been issued as to such shares of
Common Stock and had adjustments been made upon the issuance of the shares of
Common Stock delivered as aforesaid, but only if as a result of such adjustment
the Exercise Price then in effect hereunder is hereby reduced. Any adjustment
of the Exercise Price will be disregarded if, as, and when the rights to
acquire shares of Common Stock upon exercise or conversion of the Options or
Convertible Securities which gave rise to such adjustment expire or are
canceled without having been exercised, so that the Exercise Price effective
immediately upon such cancellation or expiration is equal to the Exercise Price
in effect at the time of the issuance of the expired or canceled Options or
Convertible Securities, with such additional adjustments as would have been
made to that Exercise Price had the expired or canceled Options or Convertible
Securities not been issued.


 


C.                                     Consideration for Shares. In case any shares of Common Stock, Options
or Convertible Securities shall be issued or sold for cash, the consideration
received therefor shall be deemed to be the amount received by the Company
therefor. In case any shares of Common Stock, Options or Convertible Securities
shall be issued or sold, in whole or in part,


 


9





















 


for
a consideration other than cash, the amount of the consideration other than
cash received by the Company shall be deemed to be the Fair Market Value of
such consideration.


 


D.                                    Adjustment to Exercise Price for Subdivision
or Combination of Shares. If
the Company shall at any time after the Effective Time split or subdivide its outstanding
shares of Common Stock into a greater number of shares, the Exercise Price in
effect immediately prior to such subdivision shall be proportionately reduced,
and, conversely, in case the outstanding shares of Common Stock of the Company
shall be combined into a smaller number of shares, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.


 


E.                                      Adjustment to Exercise Price for Stock
Dividends. Except as
provided in Section 5.K, if the Company shall at any time after the
Effective Time issue additional shares of Common Stock as a dividend or other
distribution on outstanding Common Stock, the Exercise Price will,
simultaneously with the happening of such dividend be adjusted by multiplying
the then effective Exercise Price by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately prior to such event
and the denominator of which is the number of shares of Common Stock
outstanding immediately after such event. An adjustment made pursuant to this Section 5.E
will be given effect, upon payment of such a dividend or distribution, as of
the record date for the determination of stockholders entitled to receive such
dividend or distribution (on a retroactive basis).


 


F.                                      Other Adjustments. If, after the Effective Time, the Common
Stock issuable upon the exercise of this Warrant is changed into the same or
different number of shares of any class or classes of stock, whether by
reclassification or otherwise (other than a subdivision or combination of
shares or stock dividend provided for above, or a reorganization, merger or consolidation
provided for elsewhere in this Section 5),  then and in each such event the
holder of this Warrant will have the right thereafter to convert such share
into the kind and amount of shares of stock and other securities and property
receivable upon such reorganization, reclassification or other change, by
holders of the number of shares of Common Stock into which such shares of
underlying this Warrant might have been exercised immediately prior to such reorganization,
reclassification or change, all subject to further adjustment as provided
herein.


 


If, at any time after the Effective Time and while this Warrant is in
effect, a dividend is paid on the Common Stock in cash, securities or other
property, the Exercise Price per Warrant Share shall be reduced by the cash
amount paid, or the Fair Market Value of the securities or other property
distributed, on each outstanding share of Common Stock.


 


G.                                     Reorganization, Reclassification,
Consolidation or Merger. If,
at any time after the Effective Time, there shall be any capital reorganization
or reclassification of the outstanding capital stock of the Company, or any
consolidation of the Company with, or merger of the Company with or into,
another corporation or entity which, in each case, is not in connection with a
Qualifying Sale or a Qualifying IPO and where, in connection with such event, the
holders of shares of Common Stock will be entitled to receive stock,
securities, cash or other property with respect to or in exchange for such
shares of Common Stock, then, as a condition of such reorganization,
reclassification, consolidation or merger, lawful and adequate provision shall
be made whereby the Warrantholder shall thereafter have the right to receive,
upon the


 


10





















 


basis
and upon the terms and conditions specified herein and in lieu of the shares of
Common Stock of the Company immediately theretofore receivable upon the
exercise of this Warrant, such shares of stock, securities, cash or other
property as may be issuable or payable with respect to or in exchange for the
number of shares of Common Stock immediately theretofore so receivable, and in
any such case, appropriate provision shall be made with respect to the rights
and interests of such holder to the end that the provisions hereof (including,
without limitation, provisions for adjustments of the Exercise Price) shall
thereafter be applicable, as nearly as may be, in relation to any shares of
stock, securities, cash or other property thereafter deliverable upon the
exercise of such conversion rights (including an immediate adjustment, by
reason of such consolidation or merger, if the value so reflected is less than
the Exercise Price in effect immediately prior to such consolidation or
merger). In the event of any such merger or consolidation of the Company as a
result of which a greater or lesser number of shares of common stock of the
surviving company are issuable to holders of shares of Common Stock of the
Company outstanding immediately prior to such merger or consolidation, the
Exercise Price in effect immediately prior to such merger or consolidation
shall be adjusted in the same manner as though there were a subdivision or
combination of the outstanding shares of Common Stock of the Company.


 


H.                                    Reservation of Shares of Common Stock. The Company shall at all times reserve and
keep available and free of preemptive rights out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the exercise of
this Warrant, such number of its shares of Common Stock (or other shares or
other securities as may be required) as shall from time to time be sufficient
to effect the issuance and exercise of this Warrant, and if at any time the
number of authorized but unissued shares of Common Stock (or such other shares
or other securities) shall not be sufficient to effect the exercise of this
Warrant, the Company shall take such action as may be necessary to increase its
authorized but unissued shares of Common Stock (or other shares or other
securities) to such number of shares as shall be sufficient for such purpose.


 


I.                                         Treasury Shares. The disposition of shares of Common Stock
owned or held by or for the account of the Company (other than as a result of a
cancellation of treasury shares) shall be considered an issue or sale of shares
of Common Stock for the purpose of this Section 5.


 


J.                                        Notice of Adjustment. Upon the occurrence of each adjustment or
readjustment pursuant to this Section 5,  the Company at its expense shall
promptly compute such adjustment or readjustment in accordance with the terms
hereof and prepare and furnish to the Warrantholder a certificate setting forth
such adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Company shall, upon written request at
any time of Warrantholder, furnish or cause to be furnished to such holder a
like certificate setting forth (i) such adjustments and readjustments, and (ii)
the Exercise Price before and after such adjustment or readjustment.


 


K.                                    Exceptions to Section 5. Notwithstanding any of the foregoing
provisions contained in this Section 5, the following issuances and
capital transactions by the Company shall not give rise to an adjustment in the
Exercise Price of this Warrant or the number of Warrant Shares underlying this
Warrant by reason of the provisions of Section 5 hereof or


 


11





















 


otherwise:
(a) Common Stock in the transactions provided for in Article 2 of the
Recap Agreement, (b) Common Stock in a Qualifying IPO, (c) Common Stock in
connection with the cashless exercise of Warrants in a Qualifying IPO, (d)
shares of Common Stock and options on Common Stock in exchange for Units
coincident with a Qualifying IPO, and (e) any stock dividend declared
coincident with a Qualifying IPO on Common Stock and Warrant Shares issued upon
the deemed cashless exercise of this Warrant.


 


L.                                      Adjustments to Number of Shares Issuable
Under this Warrant. The
number of Warrant Shares underlying this Warrant at any time shall be
determined by the computation (A) x (B/C), where “A” equals the original number
of Warrant Shares for which this Warrant was issued, “B” equals $27.60, and “C”
equals the exercise price of this Warrant after giving effect to any
adjustments thereto set forth in Sections 5.D, 5.E and 5.G hereof. In no event
shall any adjustment in the number of Warrant Shares underlying this Warrant be
made for any adjustment in the exercise price hereof set forth in Section 4,
5.A,
5.B or 5.C hereof.


 


SECTION 6


 


NOTICES


 


All notices, elections and other communications which are required or
permitted to be given pursuant to the terms of this Warrant shall be in writing
and shall be personally delivered, sent by overnight mail or other overnight
delivery service (postage prepaid), or telecopied with confirmed receipt to the
Person for whom they are intended to (i) the Company at its principal business
address or (ii) the Warrantholder at his, her or its address as shown from time
to time on the books and records of the Company. Each notice or other
communication shall for all purposes of this Warrant be treated as being
effective and having been given as follows: (i) if delivered personally, when
delivered, (ii) if sent by telecopy, when confirmation received by sender
(provided that a copy of any notice sent by telecopy shall also have been
mailed first class, postage prepaid), or (iiii) if sent by overnight mail or
other overnight delivery service, when deposited with the overnight delivery
service.


 


SECTION 7


 


MISCELLANEOUS


 


This Warrant shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware without regard to principles
of conflict of laws. This Warrant and any provision hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party (or any predecessor in interest thereof) against which enforcement of the
same is sought. The headings in this Warrant are for purposes of reference only
and shall not affect the meaning or construction of any of the provisions
hereof.


 


WITNESS WHEREOF, the undersigned has caused this Warrant to be executed
by a duly authorized officer of the Company, as of the date first above
written.


 


12





















 


	
   

  	
  GEOLOGISTICS
  CORPORATION,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 


13





















 


EXHIBIT A


 


IN-THE-MONEY
AND CASHLESS EXERCISE

(FOR SHARES OF
COMMON STOCK)

COMPUTATIONS IN CONNECTION WITH A QUALIFYING IPO


 


If, at the time of a Qualifying IPO, the Warrants are In-the-Money,
computed as set forth below, then this Warrant and warrants of like tenor will
be deemed to have been exercised, in a cashless exercise, for that number of
shares of Common Stock, per underlying Warrant Share, represented by “w” in the
equations below. It is anticipated that, in order to present a known target
number of shares of Common Stock to be outstanding immediately prior to the
closing of the IPO (that number represented by “c” in the equations below), it
will be necessary to declare a stock dividend on all shares of Common Stock,
including the number of shares of Common Stock issued upon the cashless
exercise of the Warrants, immediately following the deemed cashless exercise of
the Warrants for shares of Common Stock. The rate of that stock dividend, on a
per share basis, is represented by “v” in the equations below.


 


The relevant variables are as follows:


 


a  =          number
of shares of Common Stock outstanding prior to (i) the deemed cashless exercise
of In-the-Money Warrants, (ii) the stock dividend and (iii) the IPO


 


b  =         number
of Warrant Shares underlying this Warrant and warrants of like tenor
immediately prior to a Qualifying IPO


 


E  =         Exercise
Price, per share, of this Warrant and warrants of like tenor immediately prior
to a Qualifying IPO


 


w  =       number
of shares of Common Stock issued for each Warrant Share, pursuant to a deemed
cashless exercise


 


P’ =        value of each share of Common Stock after deemed cashless exercise of
Warrants but before the stock dividend, based on IPO price


 


v  =       number of shares of Common Stock issued as a
dividend, per share, in the stock dividend


 


c  =          number
of shares of Common Stock outstanding, after the deemed cashless exercise of
the Warrants and the stock dividend and immediately before the IPO, exclusive of the number of Unit Shares (if
any) issued or to be issued


 


P  =         Qualifying
IPO price per share of Common Stock (price to the public, net of underwriting
discount)


 





















 


M =       pre-money Common Stock value of the Company immediately before the
Qualifying IPO, exclusive of the
pre-money Common Stock value associated with Unit Shares (if any) issued or to
be issued (i.e., M= cP)


 


The Warrants will be “in the money” if M > aE.  If M < aE,
then no new Shares of Common Stock would be issued in respect of the Warrants
and the Warrants will expire unexercised without any consideration of any kind
payable in respect thereof and v = (c - a)/a.


 


In calculating w and v, the relevant equations are as follows:


 


1)                                      P = P’/(1 + v)


 


2)                                      w = (P’ - E)/P’= 1 - E/P’


 


3)                                      c = (a + bw)(1 + v)


 


4)                                      M = cP 
which is the same as P = M/c


 


To solve for w and v as functions of other variables:


 


First, solve equation 1 for P’:


 


1)                                      P’ = P(1 + v)


 


Then, substitute for P in equation 1, using equation 4:


 


P’ = (1 + v)M/c


 


Next, substitute that value for P’ into equation 2:


 


2)                                      w = 1 - E/[(1 + v)M/c]


 


w = 1 - cE/(1 + v)M


 


Next, substitute that value for w into equation 3:


 


3)                                      c = (a + b[1 - cE/(1 + v)M])(1 + v)


 


c = (a + b)(1 + v) - bcE/M


 


c + bcE/M = (a + b) + (a + b)v


 


(a + b)v = c - (a + b) + bcE/M


 


so   v =  c/(a
+ b) + bcE/(a + b)M - 1


 





















 


Having found v, v is substituted back into equation 2:


 


2)                                      w = 1 - cE/M[1 + [c/(a + b) + bcE/(a + b)M - 1]


 


w = 1 - cE/M[(cM + bcE)/(a + b)M]


 


w = 1 - (a + b)cE/(cM + bcE)


 


w = (cM + bcE - acE - bcE)/c(M + bE)


 


so   w = (M -
aE)/(M + bE)


 


The complete formulas are as follows:


 


If M > aE, then: w = (M - aE)/(M + bE) and v = c/(a + b) + bcE/(a +
b)M - 1


 


If M < aE, then: w = 0 and v = (c - a)/a


 





















 


EXHIBIT B


 


Assume that (a) the aggregate consideration available to the holders of
shares of Common Stock as a result of a Qualifying Sale was $350,000,000 cash
and 1,000,000 shares of the purchaser’s common stock having a Fair Market Value
of $10.00 per share, (b) 10,000,000 shares of Common Stock issued and
outstanding immediately prior to the Qualifying Sale, (c) the aggregate number
of shares of Common Stock underlying this Warrant and warrants of like tenor is
6,534,956, (d) the exercise price of this Warrant and warrants of like tenor is
$27.60 per share, and (e) that this Warrant is for 76,000 shares. This Warrant
would be in-the-money because the aggregate value distributable per share of
Common Stock without reference to this Warrant and warrants of like tenor is
$36.00 (in value), which exceeds the current exercise price of $27.60. Applying
the formula ((A+B)/(C+D))-(E) produces


 


($360,000,000+180,364,786)/(10,000,000+6,534,956)-($27.60)


or


((540,364,786)/(16,534,956))-$27.60


or


$5.08


 


Accordingly, this Warrant would be deemed to have been exercised for an
aggregate payment of (76,000) x ($5.08), or $386,080, of which $375,356 would
be paid in cash and the balance in shares of the purchaser valued at $10.00 per
share.


 


The aggregate value of consideration payable on this Warrant and all
warrants of like tenor would be ($5.08 x 6,534,956), or $33,197,576, of which
$32,275,421 would be in cash and $922,155 would be represented by 92,216 shares
of the Purchaser’s common stock.


 


Assume that the terms of the Qualifying Sale referred to above required
the escrow of $5,000,000 cash for twelve months. Under the example set forth above,
because the holder of this Warrant and warrants of like tenor, and the holders
of the Associated Common Shares participate more than $5,000,000 of the last
dollars received on the basis of 45% (such holders) and 55% (Questor), such
holders would participate in the escrow (holdback) to the extent of an
aggregate of $2,250,000 (45% of $5,000,000) and Questor would fund the
remaining $2,750,000.


 


If, on different facts, the warrants were in-the-money at a
substantially lesser sum and holder of this Warrant and warrants of like tenor,
and the holders of the Associated Common Shares, participated in only the last
$3,000,000 of proceeds on the basis of 45% (such holders) and 55% (Questor),
with the balance of the proceeds available being allocated 9.06% (such holders)
and 90.94% (Questor), then such holders would participate in the escrow
(holdback) to the extent of an aggregate of $1,531,200 (45% of $3,000,000 plus 9.06% of $2,000,000) and Questor
would fund the remaining $3,468,800.


 


Warrants were
granted under this form of Warrant to the following persons for the number of Warrant
Shares set forth opposite the persons name:


 


	
  Registered Holder

  	
   

  	
  No. of 

  Warrants*

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Mark Sellon

  	
   

  	
  41.59687

  	
   

  
	
  Conor Mullet,

  	
   

  	
  41.59687

  	
   

  
	
  Erik M.W. Capersen
  Dynasty Trust,

  Erik M.W. Capersen, & William Warren

  	
   

  	
   

  	
   

  
	
  Tr Ua Sep 03 97

  	
   

  	
  658.92309

  	
   

  
	
  TCW Special
  Credits Fund V

  	
   

  	
   

  	
   

  
	
  The Principal
  Fund

  	
   

  	
  81,979.44550

  	
   

  
	
  OCM Principal
  Opportunities Fund, L.P.

  	
   

  	
  245,957.16287

  	
   

  
	
  Logistical
  Simon, L.L.C.

  	
   

  	
  14,082.12774

  	
   

  
	
  Logistical
  Simon, L.L.C.

  	
   

  	
  94,481.68276

  	
   

  
	
  Subtotal

  	
   

  	
  437,242.53569

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Hare & Co.
  [The St. Paul Companies Inc.]

  	
   

  	
  41,058.14938

  	
   

  
	
  Sigler & Co.
  [Aeltus]

  	
   

  	
  54,744.19917

  	
   

  
	
  State Street
  Bank & Trust [Evergreen]

  	
   

  	
  68,430.24896

  	
   

  
	
  Sigler & Co.
  [Merrill Lynch]

  	
   

  	
  68,430.24896

  	
   

  
	
  Sigler & Co.
  [Amvestors]

  	
   

  	
  41,058.14938

  	
   

  
	
  Sigler & Co.
  [Northstar]

  	
   

  	
  68,430.24896

  	
   

  
	
  Sigler & Co.
  [Mt. Washington]

  	
   

  	
  26,277.21560

  	
   

  
	
  Sigler & Co.
  [Chancellor Triton]

  	
   

  	
  27,372.09958

  	
   

  
	
  Lillian P. Voigt

  	
   

  	
  31,888.49602

  	
   

  
	
  JEFCO

  	
   

  	
  1,318.06341

  	
   

  
	
  Hare & Co.

  	
   

  	
  325.84109

  	
   

  
	
  Hare & Co.

  	
   

  	
  1,122.34153

  	
   

  
	
  Hare & Co.

  	
   

  	
  1,339.56892

  	
   

  
	
  Subtotal

  	
   

  	
  431,794.87095

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  OCM Principal
  Opportunities Fund, L.P.

  	
   

  	
  305,472.39966

  	
   

  
	
  TCW Special
  Credits Fund V

  	
   

  	
   

  	
   

  
	
  The Principal
  Fund

  	
   

  	
  22,992.79536

  	
   

  
	
  Logistical
  Simon, L.L.C.

  	
   

  	
  109,488.39834

  	
   

  
	
  Subtotal

  	
   

  	
  437,953.59336

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Old Series
  A Preferred

  	
   

  	
  1,306,991.00000

  	
   

  



 


* Expressed in
“Warrant Shares” (as that term is defined in the form of the Warrant)


 


 


 





















 


 


	
  Registered Holder

  	
   

  	
  No. of 

  Warrants*

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  OCM Principal
  Opportunities Fund, L.P.

  	
   

  	
  3,855,624.18750

  	
   

  
	
  Logistical
  Simon, L.L.C.

  	
   

  	
  1,372,340.81250

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Old Series
  B Preferred

  	
   

  	
  5,227,965.00000

  	
   

  



 


* Expressed in
“Warrant Shares” (as that term is defined in the form of the Warrant)