Exhibit 10.22


 


EXECUTION VERSION


 




 





WARRANT AGREEMENT


 


Dated
as of


 


August 14,
2007


 


between


 


GLOBAL
AERO LOGISTICS INC.


 


and



 


JP
MORGAN CHASE BANK, N.A


 


as
the Warrant Agent




 





 

















 


TABLE
OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE 1.
  Defined Terms

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 1.2.

  	
  Other
  Definitions

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 1.3.

  	
  Terms
  Generally

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2.
  Warrant Certificates

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
  Issuance and
  Dating

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 2.2.

  	
  Execution
  and Countersignature

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 2.3.

  	
  Certificate
  Register

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 2.4.

  	
  Transfer and
  Exchange

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 2.5.

  	
  Legends

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 2.6.

  	
  Replacement
  Certificates

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 2.7.

  	
  Temporary
  Certificates

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 2.8.

  	
  Cancellation

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3.
  Issuance and Exercise Terms

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
  Issuance of
  Warrants

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 3.2.

  	
  Exercise
  Price

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 3.3.

  	
  Exercise
  Periods

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 3.4.

  	
  Expiration

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 3.5.

  	
  Manner of
  Exercise

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 3.6.

  	
  Issuance of
  Warrant Shares

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 3.7.

  	
  Fractional
  Warrant Shares

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 3.8.

  	
  Reservation
  of Warrant Shares

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 3.9.

  	
  Compliance
  with Law

  	
  9

  



 

















 


	
  ARTICLE 4.
  Antidilution Provisions

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1.

  	
  Changes in
  Common Stock

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 4.2.

  	
  Cash
  Dividends and Other Distributions

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 4.3.

  	
  Rights Issue

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 4.4.

  	
  Issuance of
  Additional Shares of Common Stock

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 4.5.

  	
  Combination;
  Liquidation

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 4.6.

  	
  Tender
  Offers: Exchange Offers

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 4.7.

  	
  Other Events

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 4.8.

  	
  Current
  Market Value

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 4.9.

  	
  Superseding
  Adjustment

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 4.10.

  	
  When No
  Adjustment Required

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 4.11.

  	
  Notice of
  Adjustment

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 4.12.

  	
  Notice of
  Certain Transactions

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 4.13.

  	
  Adjustment
  to Warrant Certificate

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 4.14.

  	
  Consideration
  Received

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 4.15.

  	
  Ranking

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5.
  Rights of Holders

  	
  16

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1.

  	
  Registration
  Rights

  	
  16

  
	
   

  	
   

  	
   

  
	
  SECTION 5.2.

  	
  Tag-Along
  Rights

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6.
  Warrant Agent

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1.

  	
  Appointment
  of Warrant Agent

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 6.2.

  	
  Rights and
  Duties of Warrant Agent

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 6.3.

  	
  Individual
  Rights of Warrant Agent

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 6.4.

  	
  Warrant
  Agent’s Disclaimer

  	
  18

  



 

















 


	
  SECTION 6.5.

  	
  Compensation
  and Indemnity

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 6.6.

  	
  Successor
  Warrant Agent

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7.
  Representations and Agreement of The Company

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8.
  Miscellaneous

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1.

  	
  Persons
  Benefiting

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 8.2.

  	
  Rights of
  Holders; Representations and Warranties of Holders

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 8.3.

  	
  Amendment

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 8.4.

  	
  Notices

  	
  21

  
	
   

  	
   

  	
   

  
	
  SECTION 8.5.

  	
  Govering Law

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION 8.6.

  	
  Successors

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION 8.7.

  	
  Counterparts

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION 8.8.

  	
  Table of
  Contents

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION 8.9.

  	
  Severability

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION 8.10.

  	
  Effectiveness

  	
  22

  



 

















 


	
  EXHIBIT A

  	
   

  	
  -

  	
   

  	
  Form of Warrant
  Certificate

  
	
  EXHIBIT B

  	
   

  	
   

  	
   

  	
  Form of Transfer
  Certificate

  
	
  EXHIBIT C

  	
   

  	
  -

  	
   

  	
  Form of Warrant Agent
  Order

  
	
  EXHIBIT D

  	
   

  	
  -

  	
   

  	
  Form of Lender
  Certifications

  
	
  EXHIBIT E

  	
   

  	
  -

  	
   

  	
  Registration Rights

  
	
  EXHIBIT F

  	
   

  	
  -

  	
   

  	
  Tag-Along Rights

  



 

















 


WARRANT AGREEMENT, dated as
of August 14, 2007 (this “Agreement”), between GLOBAL AERO
LOGISTICS INC., a Delaware corporation (the “Company”), and JP MORGAN
CHASE BANK, N.A., a national bank association, as Warrant Agent (in such
capacity, the “Warrant Agent”).


 


W  I  T  N
E  S  S  E  T  H :


 


WHEREAS, it is a condition
to the obligations of the Lenders under the Term Loan Agreement, dated as of August 14,
2007 (the “Term Loan Agreement”), among NEW ATA ACQUISITION INC., as
borrower, the several lenders from time to time parties hereto, JEFFERIES
FINANCE LLC, as documentation agent thereunder, and JPMORGAN CHASE BANK, N.A.,
as administrative agent thereunder (in such capacity, the “Administrative
Agent”), that the Company execute and deliver this Warrant Agreement;


 


NOW, THEREFORE, in consideration
of the premises and mutual covenants contained herein, the parties hereto
hereby agree as follows:


 


ARTICLE
1.


 


Defined
Terms


 


SECTION 1.1.   Definitions.  All terms defined in the Term Loan Agreement
shall have such defined meanings when used herein or in any Exhibit hereto
unless otherwise defined herein or therein. 
As used in this Agreement, the following terms shall have the following
meanings:


 


“Cashless Exercise Ratio”
means a fraction, the numerator of which is the excess of the Current Market
Value per share of Common Stock on the date of exercise over the Exercise Price
per share as of the date of exercise and the denominator of which is the
Current Market Value per share of the Common Stock on the date of exercise.


 


“Combination” means
an event in which the Company consolidates with, merges with or into, or sells
all or substantially all its property and assets to another Person.


 


“Expiration Date”
means August 14, 2015.


 


“Holder” means the
duly registered holder of a Warrant under the terms of this Warrant Agreement
or in the case of Exhibit E shall mean the holder or beneficial owner of
Registrable Securities.


 


“Initial Lenders”
mean the lenders, parties to the Term Loan Agreement on the Closing Date, or
any affiliate thereof.


 


“Issuance Date”
means, as to any Warrant, the date on which such Warrant is issued in
accordance with Section 3.1 hereof.


 


“Rule 144” means
Rule 144 promulgated under the Securities Act, as such Rule may be
amended from time to time, or any successor rule or regulation hereinafter
adopted by the SEC.


 


“Transfer Restricted
Securities” means the Warrants and the Warrant Shares which may be issued
to Holders upon exercise of the Warrants, whether or not such exercise has been
effected.  Each


 

















 


such security shall cease to
be a Transfer Restricted Security when the legend set forth in Section 2.5
is, or may be, removed pursuant to Section 2.4(b)(v).


 


“Warrant” means a
warrant to purchase shares of Common Stock issued pursuant to the terms of this
Agreement, each of which shall be evidenced by Warrant Certificates.


 


“Warrant Certificates”
means the certificates evidencing the Warrants to be delivered pursuant to this
Agreement, substantially in the form of Exhibit A hereto.


 


SECTION 1.2.   Other Definitions


 


	
   

  	
   

  	
  Defined in

  
	
  Term

  	
   

  	
  Section

  
	
  “Administrative Agent”

  	
   

  	
  Recitals

  
	
  “Agreement”

  	
   

  	
  Preamble

  
	
  “Cashless Exercise”

  	
   

  	
  3.5

  
	
  “Certificate Register”

  	
   

  	
  2.3

  
	
  “Company”

  	
   

  	
  Preamble

  
	
  “Current Market Value”

  	
   

  	
  4.8

  
	
  “Eligible Assignee”

  	
   

  	
  3.1

  
	
  “Exercise Price”

  	
   

  	
  3.2

  
	
  “Fair Value”

  	
   

  	
  4.2

  
	
  “Purchased Shares”

  	
   

  	
  4.6

  
	
  “QIB”

  	
   

  	
  2.4(a)(ii)(A)(4)(w)

  
	
  “Registrar”

  	
   

  	
  3.8

  
	
  “Securities”

  	
   

  	
  2.5

  
	
  “Securities Act”

  	
   

  	
  2.5

  
	
  “Successor Company”

  	
   

  	
  4.5(a)

  
	
  “Term Loan Agreement”

  	
   

  	
  Recitals

  
	
  “Time of Determination”

  	
   

  	
  4.8

  
	
  “Transfer Agent”

  	
   

  	
  3.6

  
	
  “Warrant Agent”

  	
   

  	
  Preamble

  
	
  “Warrant Agent Fees”

  	
   

  	
  6.5

  



 


SECTION 1.3.   Terms Generally.  The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including”
shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have
the same meaning and effect as the word “shall.”  Unless the context requires otherwise (a) any
definition of or reference to any Loan Document, agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein), (b) any reference herein to any person
shall be construed to include such person’s successors and assigns, (c) the
words “herein,” “hereof” and “hereunder,” and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (d) all references herein to Articles, Sections and
Exhibits shall be construed to refer to Articles and Sections of, and Exhibits
to, this Agreement, (e) any reference to any law or regulation herein
shall refer to such law or regulation as amended, modified or supplemented from
time to time and (f) the words “asset” and “property” shall be construed
to have the same meaning and effect and


 


2

















 


to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.


 


ARTICLE
2.


 


Warrant
Certificates


 


SECTION 2.1.   Issuance and Dating


 


The
Warrant Certificates will be issued in registered form as definitive Warrant
Certificates, substantially in
the form of Exhibit A, which is hereby incorporated in and expressly made
a part of this Agreement.  The Warrant
Certificates may have notations, legends or endorsements required by law, stock
exchange rule, agreements to which the Company is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable
to the Company) and shall bear the legend required by Section 2.5.  Each Warrant shall be dated the date of its
countersignature.  The terms of the
Warrants set forth in Exhibit A are part of the terms of this Agreement.


 


SECTION 2.2.   Execution and Countersignature


 


(a)           The Warrants to be issued pursuant to
Section 3.1 hereof shall be executed on behalf of the Company by manual or
facsimile signature by one Officer and attested by its Secretary or an
Assistant Secretary under its corporate seal which may be impressed, affixed,
imprinted or reproduced on such Warrant Certificates or may be in facsimile
form.  The Warrant Agent shall
countersign such Warrant Certificate(s) by manual or facsimile signature,
and such Warrant Certificate(s) shall be delivered in accordance with Section 2.1
hereof.


 


(b)           With respect to all other Warrants,
the Warrant Certificates therefore shall be executed on behalf of the Company
by one Officer and attested by its Secretary or an Assistant Secretary under
its corporate seal.  Such signature may
be manual or facsimile signature.  The
Company’s seal shall be impressed, affixed, imprinted or reproduced on the
Warrant Certificates and may be in facsimile form.  If an Officer whose signature is on a Warrant
Certificate no longer holds that office at the time the Warrant Agent
countersigns the Warrant Certificate, the Warrant Certificate shall be valid
nevertheless. A Warrant Certificate shall not be valid until an authorized
signatory of the Warrant Agent manually counter-signs the Warrant Certificate.  The signature shall be conclusive evidence
that the Warrant Certificate has been countersigned under this Agreement.


 


(c)           The Warrant Agent may appoint an
agent reasonably acceptable to the Company to countersign the Warrant
Certificate.  Unless limited by the terms
of such appointment, such agent may countersign the Warrant Certificate
whenever the Warrant Agent may do so. 
Each reference in this Agreement to countersignature by the Warrant
Agent includes countersignature by such agent. 
Such agent will have the same rights as the Warrant Agent for service of
notices and demands.


 


SECTION 2.3.   Certificate Register


 


The Warrant Agent shall keep
a register (“Certificate Register”) of the Warrant Certificates and of
their transfer and exchange.  The
Certificate Register shall show the names and addresses of the respective
Holders and the date and number of Warrants evidenced on the face of each of
the Warrant Certificates.  The Company
and the Warrant Agent may deem and treat the Person in whose name a Warrant
Certificate is registered as the absolute owner of such Warrant Certificate for
all purposes whatsoever and neither the Company nor the Warrant Agent shall be
affected by notice to the contrary.


 


3

















 


SECTION 2.4.   Transfer and Exchange


 


(a)  When Warrants are
presented to the Warrant Agent with a request to register the transfer of such
Warrants or to exchange such Warrants for an equal number of Warrants of other
authorized denominations, the Warrant Agent shall provide the Company with
prompt written notice and register the transfer or make the exchange as
requested and in accordance with the prompt written instructions of the Company
if its reasonable requirements for such transaction are met; provided, however,
that the Warrant Certificates representing such Warrants surrendered for
transfer or exchange:


 


(i)            shall be duly
endorsed or accompanied by a written instrument of transfer in form reasonably
satisfactory to the Company and the Warrant Agent, duly executed by the Holder
thereof or his attorney duly authorized in writing; and


 


(ii)           in the case of
Warrants that are Transfer Restricted Securities, shall be accompanied by the
following additional information and documents:


 


(A)          a certificate from
such Holder in substantially the form of Exhibit B hereto certifying that:


 


(1)           such securities are
being delivered for registration in the name of such Holder without transfer;


 


(2)           such securities are being transferred
to the Company;


 


(3)           such securities are
being transferred pursuant to an effective registration statement under the
Securities Act; or


 


(4)           such securities are
being transferred (w) to a “qualified institutional buyer” (“QIB”)
as defined in Rule 144A under the Securities Act pursuant to such Rule 144A,
(x) in an offshore transaction in accordance with Rule 904 under the
Securities Act, (y) in a transaction meeting the requirements of Rule 144
under the Securities Act or (z) pursuant to another available exemption
from the registration requirements of the Securities Act; and


 


(B)           in the case of any
transfer described under clauses  (a)(ii)(A)(4)(x), (y) and (z) of this Section 2.4,
evidence reasonably satisfactory to the Warrant Agent and the Company (which
may include an opinion of counsel) as to compliance with the restrictions set
forth in the legend in Section 2.5.


 


(b)           (i)            To
permit registrations of transfers and exchanges, the Company shall execute and
the Warrant Agent shall countersign Warrant Certificates as required pursuant
to the provisions of this Section 2.4.


 


(ii)           All Warrant Certificates issued upon
any registration of transfer or exchange of Warrants shall be the valid
obligations of the Company, entitled to the same benefits under this Agreement,
as the Warrant Certificates surrendered upon such registration of transfer or
exchange.


 


(iii)          Prior to due presentment for registration of transfer of
any Warrant, the Warrant Agent and the Company may deem and treat the Person in
whose name any Warrant is registered


 


4

















 


as the absolute owner of
such Warrant and neither the Warrant Agent nor the Company shall be affected by
notice to the contrary.


 


(iv)          No service charge shall be made to a Holder for any
registration of transfer or exchange upon surrender of any Warrant Certificate
at the office of the Warrant Agent maintained for that purpose.  However, the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of Warrant
Certificates.


 


(v)           Upon any sale or transfer of Warrants
pursuant to an effective registration statement under the Securities Act,
pursuant to Rule 144(k) under the Securities Act or pursuant to an
opinion of counsel reasonably satisfactory to the Company that no legend is
required, the Warrant Agent shall permit the Holder thereof to exchange such
Warrants for Warrants represented by Warrant Certificates that do not bear the
legend set forth in Section 2.5 and rescind any restriction on the
transfer of such Warrants.


 


SECTION 2.5.   Legends


 


(a) Except for Warrant
Certificates delivered pursuant to Section 2.4(b)(v) of this
Agreement, each Warrant Certificate evidencing the Warrants (and all Warrant
Certificates issued in exchange therefor or substitution thereof) and each
certificate representing the Warrant Shares (unless such Warrant Shares are not
Transfer Restricted Securities) shall bear a legend in substantially the
following form (with any appropriate modification for the Warrant Shares):


 


“THE WARRANTS AND THE
WARRANT SHARES (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION AND SUBJECT TO COMPLIANCE WITH OTHER APPLICABLE LAWS.  THE HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF,
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, UNLESS PREVIOUSLY
REGISTERED UNDER THE SECURITIES ACT, ONLY (A) TO THE COMPANY; (B) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE); (C) TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A; (D) PURSUANT TO AN OFFSHORE TRANSACTION COMPLYING WITH RULE 904
OF REGULATIONS UNDER THE SECURITIES ACT; OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
IN THE CASE OF CERTAIN TRANSFERS OR OTHER DISPOSITIONS MADE OTHERWISE THAN
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE
HOLDER HEREOF SHALL BE REQUIRED TO PROVIDE TO THE ISSUER HEREOF AN OPINION OF
COUNSEL, ALL IN ACCORDANCE WITH THE


 


5

















 


PROVISIONS OF THE AGREEMENT
PURSUANT TO WHICH THIS SECURITY WAS ORIGINALLY OFFERED AND SOLD BY THE ISSUER
HEREOF.”


 


(b)           Warrant Certificates shall bear an
additional legend in substantially the following form:


 


“THE WARRANTS EVIDENCED BY
THIS CERTIFICATE MAY ONLY BE EXERCISED IF A REGISTRATION STATEMENT
RELATING TO THE ISSUANCE OF SHARES OF COMMON STOCK UPON THE EXERCISE OF SUCH
WARRANTS IS THEN IN EFFECT, OR IF SUCH ISSUANCE OF SHARES OF COMMON STOCK IS
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND SUCH
ISSUANCE OF SUCH SHARES OF COMMON STOCK IS QUALIFIED FOR SALE OR IS EXEMPT FROM
QUALIFICATION UNDER THE APPLICABLE SECURITIES LAWS OF THE STATE IN WHICH THE
HOLDER OF THIS CERTIFICATE RESIDES.”


 


SECTION 2.6.   Replacement Certificates


 


If a mutilated Warrant
Certificate is surrendered to the Warrant Agent or if the Holder of a Warrant
Certificate claims that the Warrant Certificate has been lost, destroyed or
wrongfully taken, the Company shall issue, and the Warrant Agent shall
countersign a replacement Warrant Certificate if the reasonable requirements of
the Warrant Agent and of Section 8-405 of the Uniform Commercial Code as
in effect in the State of New York are met. 
If required by the Warrant Agent or the Company, such Holder shall
furnish an indemnity bond sufficient in the judgment of the Company and the
Warrant Agent to protect the Company and the Warrant Agent from any loss which
either of them may suffer if a Warrant Certificate is replaced.  The Company and the Warrant Agent may charge
the Holder for their expenses in replacing a Warrant Certificate.  Every replacement Warrant Certificate is an
additional obligation of the Company.


 


SECTION 2.7.   Temporary Certificates


 


Until definitive Warrant
Certificates are ready for delivery, the Company may prepare, and the Warrant
Agent shall countersign temporary Warrant Certificates.  Temporary Warrant Certificates shall be
substantially in the form of definitive Warrant Certificates but may have
variations that the Company considers appropriate for temporary Warrant
Certificates.  Without unreasonable
delay, the Company shall prepare, and, upon receipt of prompt written
instructions from the Company, the Warrant Agent shall countersign definitive
Warrant Certificates and deliver them in exchange for temporary Warrant
Certificates.


 


SECTION 2.8.   Cancellation


 


(a)           In the event the Company shall purchase or otherwise
acquire Warrants, the Warrant Certificates in respect thereof shall thereupon
be delivered to the Warrant Agent for cancellation.


 


(b)           The Warrant Agent and no one else
shall cancel and destroy all Warrant Certificates surrendered for transfer,
exchange, replacement, exercise or cancellation and deliver a certificate of
such destruction to the Company unless the Company directs the Warrant Agent to
deliver canceled Warrant Certificates to the Company.  The Company may not issue new Warrant
Certificates to replace Warrant Certificates to the extent they evidence
Warrants which have been exercised or Warrants which the Company has purchased
or otherwise acquired.


 


6

















 


ARTICLE
3.


 


Issuance
and Exercise Terms


 


SECTION 3.1.   Issuance of Warrants


 


On the Business Day prior to
the Closing Date, the Administrative Agent shall deliver to the Company a
written order in the form of Exhibit C hereto specifying (x) the
names of the Initial Lender(s) to whom Warrants shall be issued by the Company,
(y) the number of Warrants to be delivered to such Initial Lender and (z) the
corresponding number of shares of Common Stock into which such Warrants shall
be exercisable.  On the Closing Date, (i) contemporaneous
with the funding by each Initial Lender of its pro rata percentage of the
Initial Loans and (ii) subject to receipt by the Company of a Certificate
from such Initial Lender, substantially in the form of Exhibit D hereto,
the Company shall execute and deliver to the Warrant Agent, and the Warrant
Agent shall countersign and deliver to such Initial Lender, Warrant
Certificates registered in the name or names and for such number of Warrants as
shall be specified by the Administrative Agent in such order.


 


Following the Closing Date,
the Company shall issue Warrants directly to Persons who execute an Assignment
and Assumption (as defined in the Term Loan Agreement) with an Initial Lender
in accordance with this paragraph (each such Person, an “Eligible Assignee”).  Not less than one Business Day prior to the
proposed Issuance Date of such Warrants the Administrative Agent shall deliver
to the Company a written order in the form of Exhibit C hereto specifying (x) the
names of each Eligible Assignee to whom Warrants shall be issued by the
Company, (y) the number of Warrants to be delivered to such Eligible
Assignee and (z) the corresponding number of shares of Common Stock into
which such Warrants shall be exercisable. 
The Administrative Agent may not deliver a written order as aforesaid
pursuant to this paragraph at any time following the fifth Business Day
following the Closing Date.  On the
Issuance Date, subject to receipt by the Company of a Certificate from such
Initial Lender, substantially in the form of Exhibit D hereto, the Company
shall execute and deliver to the Warrant Agent, and the Warrant Agent shall
countersign and deliver to such Eligible Assignee, Warrant Certificates
registered in the name or names and for such number of Warrants as shall be
specified by the Administrative Agent in such order.


 


SECTION 3.2.   Exercise Price


 


Each Warrant shall entitle
the Holder thereof, subject to adjustment pursuant to the terms of this
Agreement, to purchase one share of Common Stock for a per share exercise price
of $0.01 (as the same may be adjusted pursuant to Article 4, the (“Exercise
Price”).


 


SECTION 3.3.   Exercise Periods


 


(a)  Subject to the
terms and conditions set forth herein, each Warrant shall be exercisable at any
time or from time to time on or after the Issuance Date thereof.


 


(b)           No Warrant shall be exercisable after
the Expiration Date.


 


SECTION 3.4.   Expiration


 


A Warrant shall terminate
and become void as of the earlier of (a) the close of business on the
Expiration Date and (b) the time and date such Warrant is exercised.  The Warrants shall terminate and become void
after the Expiration Date.


 


7

















 


SECTION 3.5.   Manner of Exercise


 


Warrants may be exercised
upon (a) surrender to the Warrant Agent of the Warrant Certificates, together
with the form of election to purchase Common Stock on the reverse thereof duly
filled in and signed by the Holder thereof and (b) payment to the Warrant
Agent, for the account of the Company, of the Exercise Price for the number of
Warrant Shares in respect of which such Warrant is then exercised.  Such payment shall be made (i) in cash
or by certified or official bank check payable to the order of the Company or
by wire transfer of funds to an account designated by the Company for such
purpose or (ii) by the surrender (which surrender shall be evidenced by
cancellation of the number of Warrants represented by any Warrant Certificate
presented in connection with a Cashless Exercise) of a Warrant or Warrants
(represented by one or more relevant Warrant Certificates), and without the
payment of the Exercise Price in cash, in exchange for the issuance of such
number of shares of Common Stock equal to the product of (1) the number of
shares of Common Stock for which such Warrant would otherwise then be nominally
exercised if payment of the Exercise Price as of the date of exercise were
being made in cash and (2) the Cashless Exercise Ratio.  An exercise of a Warrant in accordance with
the immediately preceding sentence is herein called a “Cashless Exercise”.  All provisions of this Agreement shall be
applicable with respect to an exercise of Warrant Certificates pursuant to a
Cashless Exercise for less than the full number of Warrants represented
thereby.  Subject to Section 3.2,
the rights represented by the Warrants shall be exercisable at the election of
the Holders thereof either in full at any time or from time to time in part and
in the event that a Warrant Certificate is surrendered for exercise in respect
of less than all the Warrant Shares purchasable on such exercise at any time
prior to the Expiration Date a new Warrant Certificate exercisable for the
remaining Warrant Shares will be issued. 
The Warrant Agent shall countersign and deliver the required new Warrant
Certificates, and the Company, at the Warrant Agent’s request, shall supply the
Warrant Agent with Warrant Certificates duly signed on behalf of the Company
for such purpose.


 


SECTION 3.6.   Issuance of Warrant Shares


 


Subject to Section 2.6,
upon the surrender of Warrant Certificates and payment of the per share
Exercise Price, as set forth in Section 3.5, the Company shall issue and
cause the Warrant Agent or, if appointed, a transfer agent for the Common Stock
(“Transfer Agent”) to countersign and deliver to or upon the written
order of the Holder and in such name or names as the Holder may designate, a
certificate or certificates for the number of full Warrant Shares so purchased
upon the exercise of such Warrants or other securities or property to which it
is entitled, registered or otherwise to the Person or Persons entitled to
receive the same, together with cash as provided in Section 3.5 in respect
of any fractional Warrant Shares otherwise issuable upon such exercise;
provided, however, that if the Company is requested to issue Common Stock upon
the exercise of a Warrant to any Person other than the Holder, then the Company
shall be entitled to request, and the Holder will be obligated to provide, at
the expense of the Holder, an opinion of counsel for the Holder, reasonably
satisfactory to it, that the requested issuance will not violate applicable
federal or state securities laws; and provided further that no Holder shall be
entitled to exercise such Holder’s Warrants at any time unless, at the time of
exercise, (i) a registration statement under the Securities Act relating
to the Warrant Shares has been filed with, and declared effective by, the SEC,
and no stop order suspending the effectiveness of such registration statement
has been issued by the SEC or (ii) the issuance of the Warrant Shares is
permitted pursuant to an exemption from the registration requirements of the
Securities Act.  Such certificate or
certificates shall be deemed to have been issued and any Person so designated
to be named therein shall be deemed to have become a holder of record of such
Warrant Shares as of the date of the surrender of such Warrant Certificates and
payment of the per share Exercise Price.


 


8

















 


SECTION 3.7.   Fractional Warrant Shares


 


The Company shall not be
required to issue fractional Warrant Shares on the exercise of Warrants.  If more than one Warrant shall be exercised
in full at the same time by the same Holder, the number of full Warrant Shares
which shall be issuable upon such exercise shall be computed on the basis of
the aggregate number of Warrant Shares purchasable pursuant thereto.  If any fraction of a Warrant Share would,
except for the provisions of this Section 3.7, be issuable on the exercise
of any Warrant (or specified portion thereof), the Company shall pay an amount
in cash equal to the Current Market Value for one Warrant Share on the Business
Day immediately preceding the date the Warrant is exercised, multiplied by such
fraction, computed to the nearest whole cent.


 


SECTION 3.8.   Reservation of Warrant Shares


 


The Company shall at all
times keep reserved out of its authorized shares of Common Stock a number of
shares of Common Stock sufficient to provide for the exercise of all
outstanding Warrants.  The registrar for
the Common Stock, which may be the Company secretary (the “Registrar”),
shall at all times until the Expiration Date, or the time at which all Warrants
have been exercised or cancelled, reserve such number of authorized shares as
shall be required for such purpose.  The
Company will keep a copy of this Agreement on file with the Transfer
Agent.  All Warrant Shares which may be
issued upon exercise of Warrants shall, upon issue, be fully paid,
nonassessable, free of preemptive rights and free from all taxes, liens, charges
and security interests with respect to the issue thereof.  The Company will supply such Transfer Agent
with duly executed stock certificates for such purpose and will itself provide
or otherwise make available any cash which may be payable as provided in Section 3.5.  The Company will furnish to such Transfer
Agent a copy of all notices of adjustments and certificates related thereto
transmitted to each Holder.


 


SECTION 3.9.   Compliance with Law


 


If any shares of Common
Stock required to be reserved for purposes of exercise of Warrants require,
under any other Federal or state law or applicable governing rule or
regulation of any national securities exchange, registration with or approval
of any Governmental Authority, or listing on any such national securities
exchange before such shares may be issued upon exercise, the Company will cause
such shares to be duly registered or approved by such Governmental Authority or
listed on the relevant national securities exchange; provided that the Company
shall not have any obligation to register the Warrant Shares under the
Securities Act or state securities laws except pursuant to Exhibit E
hereto.


 


ARTICLE
4.


 


Antidilution
Provisions


 


SECTION 4.1.   Changes in Common Stock


 


In the event that at any
time or from time to time after the date hereof the Company shall (a) pay
a dividend or make a distribution on its Common Stock in shares of its Common
Stock or other shares of capital stock, (b) subdivide its outstanding
shares of Common Stock into a larger number of shares of Common Stock, (c) combine
its outstanding shares of Common Stock into a smaller number of shares of
Common Stock or (d) increase or decrease the number of shares of Common
Stock outstanding by reclassification of its Common Stock, then the number of
shares of Common Stock purchasable upon exercise of each Warrant immediately
after the happening of such event shall be adjusted so that, after giving
effect to such adjustment, the Holder of each Warrant shall be entitled to
receive the number of shares of Common Stock upon exercise that such holder
would have owned or have been entitled to receive had such Warrants been
exercised immediately prior to the happening of the events described


 


9

















 


above (or, in the case of a
dividend or distribution of Common Stock, immediately prior to the record date
therefor).  An adjustment made pursuant
to this Section 4.1 shall become effective immediately after the effective
date, retroactive to the record date therefor in the case of a dividend or
distribution in shares of Common Stock, and shall become effective immediately
after the effective date in the case of a subdivision, combination or
reclassification.


 


SECTION 4.2.   Cash Dividends and Other Distributions


 


In the event that at any
time or from time to time after the date hereof the Company shall distribute to
holders of Common Stock (a) any dividend or other distribution of cash,
evidences of its indebtedness, shares of its capital stock or any other properties
or securities or (b) any options, warrants or other rights to subscribe
for or purchase any of the foregoing (other than, in each case set forth in (a) and
(b), (i) any dividend or distribution described in Section 4.1, (ii) any
rights, options, warrants or securities described in Section 4.3 or (iii) any
rights, options, warrants or other rights issued pursuant to the New ATA
Holding Inc. 2006 Long-Term Incentive Plan) then the number of shares of Common
Stock thereafter purchasable upon the exercise of each Warrant shall be
increased to a number determined by multiplying the number of shares of Common
Stock purchasable upon the exercise of such Warrant immediately prior to the
record date for any such dividend or distribution by a fraction, the numerator
of which shall be the Current Market Value per share of Common Stock on the
record date for such distribution, and the denominator of which shall be such
Current Market Value per share of Common Stock less the sum of (x) any
cash distributed per share of Common Stock and (y) the fair value (the “Fair
Value”) (as determined in good faith by the Board, whose determination
shall be evidenced by a board resolution filed with the Warrant Agent, a copy
of which will be sent to Holders upon request) of the portion, if any, of the
distribution applicable to one share of Common Stock consisting of evidences of
indebtedness, shares of stock, securities, other property, warrants, options or
subscription of purchase rights.  Such
adjustments shall be made whenever any distribution is made and shall become
effective as of the date of distribution, retroactive to the record date for
any such distribution; provided, however, that the Company is not required to
make an adjustment pursuant to this Section 4.2 if at the time of such
distribution the Company makes the same distribution to Holders as it makes to
holders of Common Stock pro rata based on the number of shares of Common Stock
for which such Warrants are exercisable (whether or not currently exercisable).


 


SECTION 4.3.   Rights Issue


 


In the event that at any
time or from time to time after the date hereof the Company shall issue, sell,
distribute or otherwise grant any rights to subscribe for or to purchase, or
any options or warrants for the purchase of, or any securities convertible or
exchangeable into, Common Stock, entitling such holders to subscribe for or
purchase shares of Common Stock or stock or securities convertible into Common
Stock, whether or not immediately exercisable, convertible or exchangeable, as
the case may be, and the consideration to be received per share of Common Stock
issuable upon exercise, conversion or exchange thereof is lower at the record
date for such issuance than the then Current Market Value per share of Common
Stock, then the number of shares of Common Stock thereafter purchasable upon
the exercise of each Warrant shall be increased to a number determined by
multiplying the number of shares of Common Stock purchasable upon the exercise
of such Warrant immediately prior to the date of issuance of such rights,
options, warrants or securities by a fraction, the numerator of which shall be
the number of shares of Common Stock outstanding immediately prior to the
issuance of such rights, options, warrants or securities plus the number of
additional shares of Common Stock offered for subscription or purchase or
issuable upon exercise of options or warrants or into or for which such
securities are convertible or exchangeable, and the denominator of which shall
be the number of shares of Common Stock outstanding immediately prior to the
issuance of such rights, options, warrants or securities plus the


 


10

















 


total number of shares of
Common Stock which could be purchased at the Current Market Value with the
aggregate consideration received through issuance, exercise, conversion or
exchange of such rights, warrants, options, or convertible securities.  Such adjustment shall be made whenever such
rights, options or warrants are issued and shall become effective retroactively
immediately after the record date for the determination of stockholders
entitled to receive such rights, options, warrants or securities.  Notwithstanding any other provision of this Section 4.3,
the number of shares of Common Stock purchasable upon exercise of any Warrant
shall not be adjusted pursuant to this Section 4.3 in connection with the
issuance or sale of rights, options, warrants or convertible or exchangeable
securities in connection with:  (a) a
firm commitment underwritten public offering of rights, or convertible or
exchangeable securities by the Company, (b) a private placement of rights
or convertible or exchangeable securities by the Company in which at least 50%
of the securities being issued are issued to Persons who are not Affiliates of
the Company or any holder of Common Stock other than the Warrants or the
Warrant Shares, and (c) the issuance or grant of rights or options to the
Company’s employees under bona fide employee benefit plans adopted by the Board
and approved by the holders of Common Stock when required by law, provided that
the number of shares of Common Stock underlying such rights and options do not
exceed 5% of the Common Stock outstanding on the date hereof.


 


If the Company at any time
shall issue two or more securities as a unit and one or more of such securities
shall be rights, options or warrants for or securities convertible into or
exchangeable for, Common Stock subject to this Section 4.3, the
consideration allocated to each such security shall be determined in good faith
by the Board.


 


SECTION 4.4.   Issuance of Additional Shares of Common
Stock


 


(a)  Subject to Section 4.4(b),
in the event that at any time or from time to time after the date hereof the
Company shall issue or sell any additional shares of Common Stock for
consideration in an amount per additional share of Common Stock less than the
Current Market Value, then the number of shares of Common Stock thereafter
purchasable upon the exercise of each Warrant shall be increased to a number
determined by multiplying the number of shares of Common Stock purchasable upon
the exercise of each Warrant immediately prior to such issue or sale by a
fraction the numerator of which shall be the number of shares of Common Stock
outstanding immediately after such issue or sale, and the denominator of which
shall be the sum of (i) the number of shares of Common Stock outstanding
immediately prior to such issue or sale, and (ii) the number of shares of
Common Stock which could be purchased at the Current Market Value with the
aggregate consideration received from the issuance or sale of the additional
shares of Common Stock.  For the purposes
of this Section 4.4, the date as of which the Current Market Value per
share of Common Stock shall be computed shall be the earlier of (x) the
date on which the Company shall enter into a firm contract for the issuance of
such additional shares of Common Stock or (y) the date of actual issuance
of such additional shares of Common Stock. 
Notwithstanding any other provision of this Section 4.4, the number
of shares of Common Stock purchasable upon exercise of any Warrant shall not be
adjusted pursuant to this Section 4.4 as a result of the issuance or sale
of Common Stock in connection with:  (a) a
bona fide firm commitment underwritten public offering of Common Stock of the
Company, (b) a private placement transaction in which at least 50% of the
shares of Common Stock being issued are issued to Persons who are not
Affiliates of the Company or any holder of Common Stock other than the Warrants
or the Warrant Shares, (c) a transaction to which Section 4.1, 4.2 or
4.3 is applicable, (d) the exercise of the Warrants, (e) the exercise
of rights or options issued to the Company’s employees under bona fide employee
benefit plans adopted by the Board and approved by the holders of Common Stock
when required by law, if such Common Stock would otherwise be covered by this Section 4.4
(but only to the extent that the aggregate number of shares excluded hereby
does not exceed 5% of the Common Stock outstanding on the date hereof) and (f) Common
Stock issued to stockholders of any Person that is not an Affiliate of the
Company and that


 


11

















 


merges with the Company in
proportion to their stock holdings of such Person immediately prior to such
merger.


 


(b)           Notwithstanding Section 4.4(a),
the Company is not required to make an adjustment pursuant to this Section 4.4
if at the time of an issuance or sale of additional shares of Common Stock to
holders of Common Stock, the Company offers the same sale or issuance of
additional shares of Common Stock to Holders as it makes to holders of Common
Stock pro rata based on the number of shares of Common Stock for which such
Warrants are exercisable (whether or not currently exercisable).


 


SECTION 4.5.   Combination; Liquidation


 


(a)  Except as provided
in Section 4.5(b), in the event of any Combination, the Holders shall have
the right to receive upon exercise of the Warrants such number of shares of
capital stock or other securities or property which such Holder would have been
entitled to receive upon or as a result of such Combination had such Warrant
been exercised immediately prior to such event. 
Unless paragraph (b) is applicable to a Combination, the Company
shall provide that the surviving or acquiring Person (the “Successor Company”)
in such Combination will enter into an agreement with the Warrant Agent
confirming the Holders’ rights pursuant to this Section 4.5(a) and
providing for adjustments, which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article 4.  The provisions of this Section 4.5(a) shall
similarly apply to successive Combinations involving any Successor Company.


 


(b)           In the event of (i) a
Combination where consideration to holders of Common Stock in exchange for
their shares is payable solely in cash, or (ii) the dissolution,
liquidation or winding-up of the Company, then the Holders of the Warrants will
be entitled to receive distributions on an equal basis with the holders of the
Common Stock or other securities issuable upon exercise of the Warrants, as if
the Warrants had been exercised immediately prior to such event, less the
Exercise Price.


 


In case of any Combination
described in this Section 4.5(b), the surviving or acquiring Person and,
in the event of any dissolution, liquidation or winding-up of the Company, the
Company, shall deposit promptly with the Warrant Agent the funds, if any,
necessary to pay to the holders of the Warrants the amounts to which they are
entitled as described above.  After such
funds and the surrendered Warrant Certificates are received, the Warrant Agent
shall make payment to the Holders by delivering a check in such amount as is
appropriate (or, in the case of consideration other than cash, such other
consideration as is appropriate) to such Person or Persons as it may be
directed in writing by the Holders surrendering such Warrants. Upon the deposit
of sufficient funds to fulfill the Company’s obligations hereunder, which
amount shall be further adjusted in accordance with subsequent changes in the
terms of any Combination described herein, if any, the Warrants shall
thereafter represent only the right to receive such cash payments or other consideration
and the Company’s obligations in respect of the Warrants shall be discharged;
provided, however, that if such a deposit is made in anticipation of a
Combination, such Combination must actually be consummated before the Company’s
obligations in respect of the Warrants shall be discharged.


 


SECTION 4.6.   Tender Offers: Exchange Offers


 


In the event that the
Company or any subsidiary of the Company shall purchase shares of Common Stock
pursuant to a tender offer or an exchange offer for a price per share of Common
Stock that is greater than the then Current Market Value per share of Common
Stock in effect at the end of the trading day immediately following the day on
which such tender offer or exchange offer expires, then the


 


12

















 


number of shares of Common
Stock thereafter purchasable upon the exercise of each Warrant shall be
increased to a number determined by multiplying the number of shares of Common
Stock purchasable upon the exercise of such Warrant immediately prior to such
purchase by a fraction the numerator of which shall be the sum of (x) the
fair market value of the aggregate consideration payable to stockholders based
on the acceptance (up to any maximum specified in the terms of the tender offer
or exchange offer) of all shares of Common Stock validly tendered or exchanged
and not withdrawn as of the expiration time of such tender offer or exchange
offer (the “Purchased Shares”) and (y) the product of the number of
shares of Common Stock outstanding (less the Purchased Shares) at the
expiration time of such offer or exchange offer and the first reported sales
price of the Common Stock on the trading day immediately following the day on
which such tender offer or exchange offer expires and the denominator of which
shall be the number of shares of Common Stock outstanding (including any
Purchased Shares) at the expiration time of such tender offer or exchange offer
multiplied by the first reported sales price of the Common Stock on the trading
day immediately following the day on which such tender offer or exchange offer
expires, such increase to become effective immediately prior to the opening of
business on the day immediately following the day on which such tender offer or
exchange offer expires.


 


SECTION 4.7.   Other Events


 


If any event occurs as to
which the foregoing provisions of this Article 4 are not strictly
applicable but as to which failure to make any adjustment would, in the good
faith judgment of the Board, adversely affect the purchase rights of the
Warrants in accordance with the essential intent and principles of such
provisions, then such Board shall make such adjustments in the application of
such provisions, in accordance with such essential intent and principles, as
shall be reasonably necessary, in the good faith opinion of such Board, to
protect such purchase rights as aforesaid, but in no event shall any such
adjustment have the effect of decreasing the number of shares of Common Stock
subject to purchase upon exercise of this Warrant.


 


SECTION 4.8.   Current Market Value


 


For the purpose of any
computation of Current Market Value under this Section 4 and Section 3.5,
the “Current Market Value” per share of Common Stock at any date shall
be (a) for purposes of Section 3.5, the closing price on the Business
Day immediately prior to the date of the exercise of the applicable Warrant
pursuant to Section 3 and (b) in all other cases, the average of the
daily closing prices for the shorter of (i) the 20 consecutive trading
days ending on the last full trading day on the exchange or market specified in
the second succeeding sentence prior to the Time of Determination (as defined
below) and (ii) the period commencing on the date next succeeding the
first public announcement of the issuance, sale, distribution or granting in
question through such last full trading day prior to the Time of
Determination.  The term “Time of
Determination” as used herein shall be the time and date of the earlier to
occur of (A) the date as of which the Current Market Value is to be
computed and (B) the last full trading day on such exchange or market
before the commencement of “ex-dividend” trading in the Common Stock relating
to the event giving rise to the adjustment required by this Section 4.  The closing price for any day shall be the
last reported sale price regular way or, in case no such reported sale takes
place on such day, the average of the closing bid and asked prices regular way
for such day, in each case (1) on the principal national securities
exchange on which the shares of Common Stock are listed or to which such shares
are admitted to trading or (2) if the Common Stock is not listed or
admitted to trading on a national securities exchange, in the over-the-counter
market as reported by the NASDAQ National Market or any comparable system or (3) if
the Common Stock is not listed on a national securities exchange, the NASDAQ
National Market or a comparable system, or if for any other reason the Current
Market Value per share cannot be determined pursuant to the foregoing
provisions of this Section 4.8, the


 


13

















 


Current Market Value per
share shall be the fair market value thereof determined in good faith by the
Board.


 


SECTION 4.9.   Superseding Adjustment


 


Upon the expiration of any
rights, options, warrants or conversion or exchange privileges which resulted
in the adjustments pursuant to this Article 4, if any thereof shall not
have been exercised, the number of Warrant Shares purchasable upon the exercise
of each Warrant shall be readjusted as if (a) the only shares of Common
Stock issuable upon exercise of such rights, options, warrants, conversion or
exchange privileges were the shares of Common Stock, if any, actually issued
upon the exercise of such rights, options, warrants or conversion or exchange
privileges and (b) shares of Common Stock actually issued, if any, were
issuable for the consideration actually received by the Company upon such
exercise plus the aggregate consideration, if any, actually received by the
Company for the issuance, sale or grant of all such rights, options, warrants
or conversion or exchange privileges whether or not exercised; provided,
however, that no such readjustment shall (except by reason of an intervening adjustment
under Section 4.1) have the effect of decreasing the number of Warrant
Shares purchasable upon the exercise of each Warrant by an amount in excess of
the amount of the adjustment initially made in respect of the issuance, sale or
grant of such rights, options, warrants or conversion or exchange privileges.


 


SECTION 4.10.   When No Adjustment Required


 


(a)           Notwithstanding any
other provision of this Article 4, no adjustment to the Exercise Price
shall reduce the Exercise Price below the then par value per share of the
Common Stock, and any such purported adjustment shall instead reduce the
Exercise Price to such par value. 
Holdings hereby covenants not to take any action to increase the par
value per share of the Common Stock.


 


(b)           The adjustments required by the
preceding Sections of this Article 4 shall be made whenever and as often
as any specified event requiring an adjustment shall occur, except that the
Company shall not be obligated to make any adjustment of the number of shares
of Common Stock purchasable upon exercise of Warrants that would otherwise be
required shall be made unless and until such adjustment either by itself or
with other adjustments not previously made increases or decreases by at least
1% the number of shares of Common Stock purchasable upon exercise of Warrants
immediately prior to the making of such adjustment.  Any adjustment representing a change of less
than such minimum amount shall be carried forward and made as soon as such adjustment,
together with other adjustments required by this Article 4 and not
previously made, would result in a minimum adjustment.


 


SECTION 4.11.   Notice of Adjustment


 


Whenever the number of
shares of Common Stock and other property, if any, purchasable upon exercise of
Warrants is adjusted, as herein provided, the Company shall deliver to the
Warrant Agent a certificate of a firm of independent accountants (who may be
the regular accountants employed by the Company) setting forth, in reasonable
detail, the event requiring the adjustment and the method by which such
adjustment was calculated (including a description of the basis on which the
Board determined the fair market value of any evidences of indebtedness, other
securities or property or warrants or other subscription or purchase rights),
and specifying the number of shares of Common Stock purchasable upon exercise
of Warrants after giving effect to such adjustment.  The Company shall promptly cause the Warrant
Agent to mail a copy of such certificate to each Holder in accordance with Section 8.4.  The Warrant Agent shall be entitled to rely
on such certificate and shall be under no duty or


 


14

















 


responsibility with respect
to any such certificate, except to exhibit the same from time to time, to any
Holder desiring an inspection thereof during reasonable business hours.  The Warrant Agent shall not at any time be
under any duty or responsibility to any Holder to determine whether any facts
exist which may require any adjustment of the Exercise Price or the number of
shares of Common Stock or other stock or property, purchasable on exercise of
the Warrants, or with respect to the nature or extent of any such adjustment
when made, or with respect to the method employed in making such adjustment or
the validity or value of any shares of Common Stock.


 


SECTION 4.12.   Notice of Certain Transactions


 


In the event that the
Company shall propose (a) to pay any dividend payable in securities of any
class to the holders of its Common Stock or to make any other distribution of
securities to the holders of its Common Stock, (b) to offer the holders of
its Common Stock rights to subscribe for or to purchase any securities
convertible into shares of Common Stock or shares of Common Stock or shares of
stock of any class or any other securities, rights or options, (c) to
effect any reclassification of its Common Stock, capital reorganization or
Combination or (d) to effect the voluntary or involuntary dissolution,
liquidation or winding-up of the Company, or in the event of a tender offer or
exchange offer described in Section 4.6, the Company shall within five
Business Days send to the Warrant Agent and the Administrative Agent and the
Warrant Agent shall within five Business Days thereafter send the Holders a notice
(in such form as shall be furnished to the Warrant Agent by the Company) of
such proposed action or offer, such notice to be mailed by the Warrant Agent to
the Holders at their addresses as they appear in the Certificate Register,
which shall specify the record date for the purposes of such dividend,
distribution or rights, or the date such issuance or event is to take place and
the date of participation therein by the holders of Common Stock, if any such
date is to be fixed, and shall briefly indicate the effect of such action on
the Common Stock and on the number and kind of any other shares of stock and on
other property, if any, and the number of shares of Common Stock and other
property, if any, purchasable upon exercise of each Warrant after giving effect
to any adjustment which will be required as a result of such action.  Such notice shall be given by the Company as
promptly as possible and, in the case of any action covered by clause (a) or
(b) above, at least five (5) Business Days prior to the record date
for determining holders of the Common Stock for purposes of such action and, in
the case of any other such action, at least ten (10) Business Days prior
to the date of the taking of such proposed action or the date of participation
therein by the holders of Common Stock, whichever shall be the earlier.


 


SECTION 4.13.   Adjustment to Warrant Certificate


 


The form of Warrant
Certificate need not be changed because of any adjustment made pursuant to this
Article 4, and Warrant Certificates issued after such adjustment may state
the same number of shares of Common Stock as are stated in any Warrant
Certificates issued prior to the adjustment. 
The Company, however, may at any time in its sole discretion make any
change in the form of Warrant Certificate that it may deem appropriate to give
effect to such adjustments and that does not affect the substance of the
Warrant Certificate, and any Warrant Certificate thereafter issued or
countersigned, whether in exchange or substitution for an outstanding Warrant
Certificate or otherwise, may be in the form as so changed.


 


SECTION 4.14.   Consideration Received


 


For purpose of
any computation respecting consideration received pursuant to Sections 4.3 and
4.4, the following shall apply:


 


15

















 


(1)           in the case of the
issuance of shares of Common Stock for cash, the consideration shall be the
amount of such cash, provided that in no case shall any deduction be made for
any commissions, discounts or other expenses incurred by the Company for any
underwriting of the issue or otherwise in connection therewith;


 


(2)           in the case of the
issuance of shares of Common Stock for a consideration, in whole or in part,
other than cash, the consideration other than cash shall be deemed to be the
fair market value thereof as determined in good faith by the Board of Directors
(irrespective of the accounting treatment thereof) and described in a board
resolution which shall be filed with the Warrant Agent; and


 


(3)           in the case of the
issuance of securities convertible into or exerciseable or exchangeable for
shares, the aggregate consideration received therefor shall be deemed to be the
consideration received by the Company for the issuance of such securities plus
the additional minimum consideration, if any, to be received by the Company
upon the conversion or exchange thereof (the consideration in each case to be
determined in the same manner as provided in clauses (1) and (2) of
this Section 4.14.


 


SECTION 4.15.   Ranking


 


Notwithstanding
anything to the contrary contained herein, so long as any shares of the Company’s
Series A Convertible Cumulative Preferred Stock (the “Preferred Stock”)
are outstanding, in the event of a liquidation, dissolution or winding-up of
the Company (each, a “Liquidation Event”), the Warrants shall be adjusted so
that the Holders shall be entitled to recover on a pari passu basis with the
Preferred Stock (on a pro rata as converted basis) with respect to any proceeds
distributed to the holders of the Preferred Stock in connection with such
Liquidation Event.


 


ARTICLE
5.


 


Rights
of Holders


 


SECTION 5.1.   Registration Rights


 


The Holders of the Warrants
and Warrant Shares shall be entitled to the registration rights set forth in Exhibit E
hereto.


 


SECTION 5.2.   Tag-Along Rights


 


The Holders of the Warrants
and Warrant Shares shall be entitled to the tag-along rights set forth in Exhibit F
hereto.


 


16

















 


ARTICLE
6.


 


Warrant
Agent


 


SECTION 6.1.   Appointment of Warrant Agent


 


The Company hereby appoints
the Warrant Agent to act as agent for the Company in accordance with provisions
of this Agreement and the Warrant Agent hereby accepts such appointment.


 


SECTION 6.2.   Rights and Duties of Warrant Agent


 


(a)           In acting under this Warrant Agreement and in connection
with the Warrant Certificates, the Warrant Agent is acting solely as agent of
the Company and does not assume any obligation or relationship or agency or
trust for or with any of the holders of Warrant Certificates or beneficial
owners of Warrants.


 


(b)           The Warrant Agent may consult with
counsel reasonably satisfactory to it and the Company, and the advice of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
accordance with the advice of such counsel.


 


(c)           The Warrant Agent shall be protected
and shall incur no liability for or in respect of any action taken or thing
suffered by it in reliance upon any Warrant Certificate, notice, direction,
consent, certificate, affidavit, statement or other paper or document
reasonably believed by it to be genuine and to have been presented or signed by
the proper parties.


 


(d)           The Warrant Agent shall be obligated
to perform only such duties as are specifically set forth herein and in the
Warrant Certificates and no implied duties or obligations shall be read into
this Agreement or the Warrant Certificates against the Warrant Agent.  The Warrant Agent shall not be under any
obligation to take any action hereunder which may tend to involve it in any
expense or liability for which it does not receive indemnity if such indemnity
is reasonably requested.  The Warrant
Agent shall not be accountable or under any duty or responsibility for the use
by the Company of any of the Warrant Certificates countersigned by the Warrant
Agent and delivered by it to the Holders or on behalf of the Holders pursuant
to this Agreement or for the application by the Company of the proceeds of the Warrants.  The Warrant Agent shall have no duty or
responsibility in case of any default by the Company in the performance of its
covenants or agreements contained herein or in the Warrant Certificates or in
the case of the receipt of any written demand from a Holder with respect to
such default, including any duty or responsibility to initiate or attempt to
initiate any proceedings at law or otherwise.


 


(e)           The Warrant Agent shall not at any
time be under any duty or responsibility to any Holder to determine whether any
facts exist that may require an adjustment of the number of shares of Common
Stock purchasable upon exercise of each Warrant or with respect to the nature
or extent of any adjustment when made, or with respect to the method employed,
or herein or in any supplemental agreement provided to be employed, in making
the same.  The Warrant Agent shall not be
accountable with respect to the validity or value of any shares of Common Stock
or of any securities or property which may at any time be issued or delivered
upon the exercise of any Warrant or upon any adjustment pursuant to Article 4,
and it makes no representation with respect thereto.  The Warrant Agent shall not be responsible
for any failure of the Company to make any cash payment or to issue, transfer
or deliver any shares of Common Stock or stock certificates upon the surrender
of any Warrant Certificate for the purpose of exercise or upon any adjustment
pursuant to Article 4, or to comply with any of the covenants of the
Company contained in Article 4.


 


SECTION 6.3.   Individual Rights of Warrant Agent


 


The Warrant Agent and any
stockholder, director, officer or employee of the Warrant Agent may buy, sell
or deal in any of the Warrants or other securities of the Company or its
affiliates or


 


17

















 


become pecuniarily
interested in transactions in which the Company or its affiliates may be
interested, or contract with or lend money to the Company or its affiliates or
otherwise act as fully and freely as though it were not the Warrant Agent under
this Agreement.  Nothing herein shall
preclude the Warrant Agent from acting in any other capacity for the Company or
for any other legal entity.


 


SECTION 6.4.   Warrant Agent’s Disclaimer


 


The Warrant Agent shall not
be responsible for and makes no representation as to the validity or adequacy
of this Agreement or the Warrant Certificates and it shall not be responsible
for any statement in this Agreement or the Warrant Certificates other than its
countersignature thereon.


 


SECTION 6.5.   Compensation and Indemnity


 


The Company and the Warrant
Agent have entered into an agreement pursuant to which the Company agrees to
pay the Warrant Agent, for its own account, the administrative fees payable in
the amounts and at the times separately agreed upon between the Company and the
Warrant Agent (the “Warrant Agent Fees”). 
The Company shall indemnify the Warrant Agent against any loss,
liability or reasonable related out-of-pocket expense (including agents’ and
attorneys’ fees and expenses) incurred by it without willful misconduct, gross
negligence or bad faith on its part arising out of or in connection with the
acceptance or performance of its duties under this Agreement.  The Warrant Agent shall notify the Company
promptly, but in any event within ninety (90) days, of any claim for which it
may seek indemnity.  The Company need not
reimburse any expense or indemnify against any loss or liability incurred by
the Warrant Agent through willful misconduct, gross negligence or bad
faith.  The Company’s payment obligations
pursuant to this Section 6.5 shall survive the termination of this
Agreement.


 


SECTION 6.6.   Successor Warrant Agent


 


(a)           The Company agrees for the benefit of the Holders that
there shall at all times be a Warrant Agent hereunder until all the Warrants
have been exercised or are no longer exercisable.


 


(b)           The Warrant Agent may at any time
resign by giving written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become effective; provided,
however, that such date shall not be less than 60 days after the date on
which such notice is given unless the Company otherwise agrees.  The Warrant Agent hereunder may be removed at
any time by the filing with it of an instrument in writing signed by or on
behalf of the Company and specifying such removal and the date when it shall
become effective, which date shall not be less than 45 days after such notice
is given unless the Warrant Agent otherwise agrees.  Any removal under this Section 6.6 shall
take effect upon the appointment by the Company as hereinafter provided of a
successor Warrant Agent (which shall be a bank or trust company authorized
under the laws of the jurisdiction of its organization to exercise corporate
trust powers) and the acceptance of such appointment by such successor Warrant
Agent.


 


(c)           In case at any time the Warrant Agent
shall resign, or shall be removed, or shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or shall commence a voluntary case
under the Federal bankruptcy laws, as now or hereafter constituted, or under
any other applicable Federal or state bankruptcy, insolvency or similar law or
shall consent to the appointment of or taking possession by a receiver,
custodian, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Warrant Agent or its property or affairs, or shall make an
assignment for the benefit of creditors, or shall admit in writing its
inability to pay its debts generally as they become due, or shall take
corporate


 


18

















 


action in furtherance of any
such action, or a decree or order for relief by a court having jurisdiction in
the premises shall have been entered in respect of the Warrant Agent in an
involuntary case under the Federal bankruptcy laws, as now or hereafter
constituted, or any other applicable Federal or State bankruptcy, insolvency or
similar law; or a decree order by a court having jurisdiction in the premises
shall have been entered for the appointment of a receiver, custodian,
liquidator, assignee, trustee, sequestrator (or similar official) of the
Warrant Agent or of its property or affairs, or any public officer shall take
charge or control of the Warrant Agent or of its property or affairs for the
purpose of rehabilitation, conservation, winding up of or liquidation, a
successor Warrant Agent, qualified as aforesaid, shall be appointed by the
Company by an instrument in writing, filed with the successor Warrant
Agent.  Upon the appointment as aforesaid
of a successor Warrant Agent and acceptance by the successor Warrant Agent of
such appointment, the Warrant Agent shall cease to be Warrant Agent hereunder; provided,
however, that in the event of the resignation of the Warrant Agent
hereunder, such resignation shall be effective on the earlier of (i) the
date specified in the Warrant Agent’s notice of resignation and (ii) the
appointment and acceptance of a successor Warrant Agent hereunder.


 


(d)           Any successor Warrant Agent appointed
hereunder shall execute, acknowledge and deliver to its predecessor and to the
Company an instrument accepting such appointment hereunder, and thereupon such
successor Warrant Agent, without any further act, deed or conveyance, shall
become vested with all the rights and obligations of such predecessor with like
effect as if originally named as Warrant Agent hereunder, and such predecessor,
upon payment of its charges and disbursements then unpaid, shall thereupon become
obligated to transfer, deliver and pay over, and such successor Warrant Agent
shall be entitled to receive, all monies, securities and other property on
deposit with or held by such predecessor, as Warrant Agent hereunder.


 


(e)           Any corporation into which the
Warrant Agent hereunder may be merged or consolidated, or any corporation
resulting from any merger or consolidation to which the Warrant Agent shall be
a party, or any corporation to which the Warrant Agent shall sell or otherwise
transfer all or substantially all the assets and business of the Warrant Agent,
provided that it shall be qualified as aforesaid, shall be the successor
Warrant Agent under this Agreement without the execution or filing of any paper
or any further act on the part of any of the parties hereto.


 


ARTICLE
7.


 


Representations
and Agreement of The Company


 


The Company represents and
warrants to and agrees with the Warrant Agent as of the date hereof as follows:


 


(a)           The Warrants have not been and will
not be registered under the Securities Act or any state or other securities
law, that the Warrants are being issued by the Company in transactions exempt
from the registration requirements of the Securities Act and that the Warrants
may be resold only if registered pursuant to the provisions of the Securities
Act or if an exemption from registration under the Securities Act is available.


 


(b)           Subject to compliance by the Holders
with the representations and warranties set forth in Section 8.2(b) and
in the certificates delivered by such Holders pursuant to Section 3 and
with the procedures set forth in Section 2.4, it is not necessary in
connection with the offer, issue, sale and delivery of the Warrants to the
Holders on the Issuance Dates in the manner contemplated by this Agreement to
register the Warrants or Warrant Shares under the Securities Act or to qualify
an indenture under the Trust Indenture Act of 1939.


 


19

















 


(c)           The Warrants are eligible for resale
pursuant to Rule 144A of the Securities Act and will not, as of each
Issuance Date, be of the same class as securities listed on a national
securities exchange registered under Section 6 of the Exchange Act or
quotes on a U.S. automated inter-dealer quotation system.


 


(d)           The Company hereby agrees that, for
so long as any Warrants or Warrant Shares remain outstanding and during any
period in which the Company is not subject to Section 13 or 15(d) of
the Exchange Act, to make available, upon request of any Holder, to any Holder
or beneficial owner of Warrants or Warrant Shares in connection with any sale
thereof and any prospective purchaser thereof from such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the
Securities Act in order to permit resales pursuant to Rule 144A.


 


(e)           None of the Company, their Affiliates
and any person acting on any of their behalf (other than the Holders and their
Affiliates, as to whom the Company makes no representation or warranty) has,
directly or indirectly, offered, issued, sold or solicited any offer to buy any
security of a type which would be integrated with the sale of the Warrants in
any manner that would require the Warrants to be registered under the
Securities Act.  None of the Company,
their Affiliates and any person acting on any of their behalf (other than the
Holders and their Affiliates, as to whom the Company makes no representation or
warranty) has engaged in any form of general solicitation or general
advertising within the meaning of Rule 502 in connection with the offering
of the Warrants.


 


ARTICLE
8.


 


Miscellaneous


 


SECTION 8.1.   Persons Benefiting


 


Nothing in this Agreement is
intended or shall be construed to confer upon any Person other than the
Company, the Warrant Agent and the Holders any right, remedy or claim under or
by reason of this agreement or any part hereof.


 


SECTION 8.2.   Rights of Holders; Representations and
Warranties of Holders


 


(a)           Except as otherwise specifically
required herein, holders of unexercised Warrants are not entitled (a) to
receive dividends or other distributions, (b) to receive notice of or vote
at any meeting of the stockholders, (c) to consent to any action of the
stockholders, (d) to receive notice of any other proceedings of the
Company or (e) to exercise any other rights as stockholders of the
Company.


 


(b)           Each Holder represents and warranties
to the Company as of the date hereof the representations and warranties in Exhibit D
hereto.


 


SECTION 8.3.   Amendment


 


This Agreement may be
amended by the parties hereto without the consent of any Holder for the purpose
of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; provided, however, that such
action shall not affect adversely the rights of the Holders.  Any amendment or supplement to this Agreement
(including any Exhibit hereto) that has or would have an adverse effect on
the interests of the Holders shall require the written consent of the Holders
of a majority of the


 


20

















 


outstanding Warrants or, if
no Warrants are outstanding, the Initial Lenders.  Exhibit E hereto may be amended as
provided therein.  The consent of each
Holder affected shall be required for any amendment pursuant to which the
Exercise Price would be increased or the number of Warrant Shares purchasable
upon exercise of Warrants would be decreased (other than pursuant to
adjustments provided herein).  In
determining whether the Holders of the required number of Warrants have
concurred in any direction, waiver or consent, Warrants owned by the Company or
by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company other than the Warrant Agent
or its Affiliates (other than the Company) shall be disregarded and deemed not
to be outstanding, except that, for the purpose of determining whether the
Warrant Agent shall be protected in relying on any such direction, waiver or
consent, only Warrants which the Warrant Agent knows are so owned shall be so
disregarded.  Also, subject to the foregoing,
only Warrants outstanding at the time shall be considered in any such
determination.


 


SECTION 8.4.   Notices


 


Any notice or communication
shall be in writing and delivered in Person or mailed by first-class mail
addressed as follows:


 


	
  if to the Company:

  	
  Global Aero Logistics Inc.

  
	
   

  	
   

  
	
   

  	
  7337 West Washington
  Street

  
	
   

  	
  Indianapolis, IN 46231

  
	
   

  	
  Attention: General Counsel

  
	
   

  	
  Telecopy: (317) 282-7091

  
	
   

  	
   

  
	
  if to the Warrant Agent:

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMorgan Chase Bank, N.A.

  
	
   

  	
  270 Park Avenue, Floor 04

  
	
   

  	
  New York, NY 10017-2014

  
	
   

  	
  Attention: Matthew Massie

  
	
   

  	
  Telecopy: 212-270-5100

  
	
   

  	
   

  
	
  if to the Administrative
  Agent:

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMorgan Chase Bank, N.A.

  
	
   

  	
  1111 Fannin Street, Floor
  10

  
	
   

  	
  Houston, TX 77002-6925

  
	
   

  	
  Attention: Daniel Blazei 

  
	
   

  	
  Telecopy: 713-750-2938

  



 


The Company or the Warrant
Agent or the Administrative Agent by notice to the other may designate
additional or different addresses for subsequent notices or communications.


 


Any notice or communication
mailed to a Holder shall be mailed to the Holder at the Holder’s address as it
appears on the Certificate Register and shall be sufficiently given if so
mailed within the time prescribed.


 


Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.  If a
notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.


 


21

















 


SECTION 8.5.   GOVERNING LAW


 


THIS
AGREEMENT AND THE WARRANT CERTIFICATES SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION.


 


SECTION 8.6.   Successors


 


All agreements of the
Company in this Agreement and the Warrant Certificates shall bind its
successors.  All agreements of the
Warrant Agent in this Agreement shall bind its successors.


 


SECTION 8.7.   Counterparts


 


This Agreement may be
executed in any number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.


 


SECTION 8.8.   Table of Contents


 


The table of contents and
headings of the Articles and Sections of this Agreement have been inserted for
convenience of reference only, are not intended to be considered a part hereof
and shall not modify or restrict any of the terms or provisions hereof.


 


SECTION 8.9.   Severability


 


The provisions of this
Agreement are severable, and if any clause or provision shall be held invalid,
illegal or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall affect in that jurisdiction only such
clause or provision, or part thereof, and shall not in any manner affect such
clause or provision in any other jurisdiction or any other clause or provision
of this Agreement in any jurisdiction.


 


SECTION 8.10.   Effectiveness


 


This Agreement shall become
effective upon the satisfaction of the conditions set forth in Section 4
of the Term Loan Agreement.


 


22

















 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as
of the date first written above.


 


	
   

  	
  GLOBAL AERO
  LOGISTICS INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Subodh
  Karnik

  	 

	
   

  	
  Name:

  	
  Subodh
  Karnik

  	
   

  
	
   

  	
  Title:

  	
  President
  and CEO

  	
   

  
							



 


[Signature Page to Warrant Agreement]


 

















 


 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,

  
	
   

  	
  as
  Warrant Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ JOHN C. RIORDAN

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  JOHN C.
  RIORDAN

  
	
   

  	
   

  	
  Title: 

  	
  VICE
  PRESIDENT

  
					



 


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  	
   

  
	
   

  	
   

  	
  Title: 

  	
   

  
					



 


 


[Signature Page to Warrant Agreement]


 

















 


EXHIBIT
A


TO
WARRANT AGREEMENT


 


[FORM OF
FACE OF WARRANT CERTIFICATE]


 


THE WARRANTS AND THE WARRANT
SHARES (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION AND SUBJECT TO COMPLIANCE WITH OTHER APPLICABLE LAWS.  THE HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF,
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, UNLESS PREVIOUSLY
REGISTERED UNDER THE SECURITIES ACT, ONLY (A) TO THE COMPANY; (B) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE); (C) TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A; (D) PURSUANT TO AN OFFSHORE TRANSACTION COMPLYING WITH RULE 904
OF REGULATIONS UNDER THE SECURITIES ACT: OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
IN THE CASE OF CERTAIN TRANSFERS OR OTHER DISPOSITIONS MADE OTHERWISE THAN
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE
HOLDER HEREOF SHALL BE REQUIRED TO PROVIDE TO THE ISSUER HEREOF AN OPINION OF
COUNSEL, ALL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT PURSUANT TO
WHICH THIS SECURITY WAS ORIGINALLY OFFERED AND SOLD BY THE ISSUER THEREOF.


 


THE WARRANTS EVIDENCED BY
THIS CERTIFICATE MAY ONLY BE EXERCISED IF A REGISTRATION STATEMENT
RELATING TO THE ISSUANCE OF SHARES OF COMMON STOCK UPON THE EXERCISE OF SUCH
WARRANTS IS THEN IN EFFECT, OR IF SUCH ISSUANCE OF SHARES OF COMMON STOCK IS
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND SUCH
ISSUANCE OF SUCH SHARES OF COMMON STOCK IS QUALIFIED FOR SALE OR IS EXEMPT FROM
QUALIFICATION UNDER THE APPLICABLE SECURITIES LAWS OF THE STATE IN WHICH THE
HOLDER OF THIS CERTIFICATE RESIDES.


 


	
  No.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WARRANTS
  TO PURCHASE COMMON STOCK OF

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GLOBAL
  AERO LOGISTICS INC.

  



 


THIS CERTIFIES THAT,                         ,
or its registered assigns, is the registered holder of the number of Warrants
set forth above (the “Warrants”).  Each
Warrant entitles the holder thereof (the “Holder”), at its option and subject
to the provisions contained herein and in the Warrant Agreement referred to
below, to purchase from GLOBAL AERO LOGISTICS INC., a Delaware corporation (“the
Company”), the


 


A-1

















 


number of shares of Common
Stock, $0.0001 par value, of the Company (the “Common Stock”) at the per share
exercise price of $0.01 (the “Exercise Price”), or by Cashless Exercise,
referred to below.


 


On the date hereof, this
Warrant Certificate entitles the Holder at its option and subject to the
provisions contained herein and in the Warrant Agreement, to purchase from the
Company, [  ] shares of Common Stock at
the per share Exercise Price or by Cashless Exercise.


 


This Warrant Certificate
shall terminate and become void as of the close of business on August 14,
2015 (the “Expiration Date”) or upon the exercise hereof as to all the shares
of Common Stock subject hereto.  The
number of shares purchasable upon exercise of the Warrants and the Exercise
Price per share shall be subject to adjustment from time to time as set forth
in the Warrant Agreement.


 


This
Warrant Certificate is issued under and in accordance with a Warrant Agreement
dated as of August 14, 2007 (the “Warrant Agreement”), between the Company
and JP Morgan Chase Bank, N.A. (the “Warrant Agent”, which term includes any
successor Warrant Agent under the Warrant Agreement), and is subject to the
terms and provisions contained in the Warrant Agreement, to all of which terms
and provisions the Holder of this Warrant Certificate consents by acceptance
hereof.  The Warrant Agreement is hereby incorporated
herein by reference and made a part hereof. 
Reference is hereby made to the Warrant Agreement for a full statement
of the respective rights, limitations of rights, duties and obligations of the
Company, the Warrant Agent and the Holders of the Warrants.  Capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Warrant Agreement.  A copy of the Warrant Agreement may be
obtained for inspection by the Holder hereof upon written request to the
Warrant Agent at JP Morgan Chase Bank, N.A., 270 Park Avenue, Floor 04, New
York, NY 10017-2014, Attention: Matthew Massie.


 


Subject to the terms of the
Warrant Agreement, the Warrants may be exercised in whole  or in part (i) by surrender of this
Warrant Certificate with the form of election to purchase Warrant Shares
attached hereto duly executed and with the simultaneous payment of the Exercise
Price in cash (subject to adjustment) to the Warrant Agent for the account of
the Company at the office of the Warrant Agent or (ii) by Cashless
Exercise.  Payment of the Exercise Price
in cash shall be made in cash or by certified or official bank check payable to
the order of the Company or by wire transfer of funds to an account designated
by the Company for such purpose.  Payment
by Cashless Exercise shall be made by the surrender of a Warrant or Warrants
represented by one or more Warrant Certificates and without payment of the
Exercise Price in cash, in exchange for the issuance of such number of shares
of Common Stock equal to the product of (1) the number of shares of Common
Stock for which such Warrant would otherwise then be nominally exercised if
payment of the Exercise Price were being made in cash and (2) the Cashless
Exercise Ratio.


 


As provided in the Warrant
Agreement and subject to the terms and conditions therein set forth, the
Warrants shall be exercisable at any time and from time to time; provided,
however, that no Warrant shall be exercisable after the Expiration Date.


 


In the event the Company
enters into a Combination, the Holder hereof will be entitled to receive upon
exercise of the Warrants the shares of capital stock or other securities or
other property of such surviving entity as such Holder would have been entitled
to receive upon or as the result of such Combination had the Holder exercised
its Warrants immediately prior to such Combination; provided, however,
that in the event that, in connection with such Combination, consideration to
holders of Common Stock in exchange for their shares is payable solely in cash
or in the event of the dissolution, liquidation or winding-up of the Company,
the Holder hereof will be entitled to receive distributions on


 


A-2

















 


an equal basis with the
holders of Common Stock or other securities issuable upon exercise of the
Warrants, as if the Warrants had been exercised immediately prior to such
events, less the Exercise Price.


 


The Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental
charges in connection with the transfer or exchange of the Warrant Certificates
pursuant to Section 2.4 of the Warrant Agreement but not for any exchange
or original issuance (not involving a transfer) with respect to temporary
Warrant Certificates, the exercise of the Warrants or the Warrant Shares.


 


Upon any partial exercise of
the Warrants, there shall be countersigned and issued to the Holder hereof a
new Warrant Certificate in respect of the shares of Common Stock as to which
the Warrants shall not have been exercised. 
This Warrant Certificate may be exchanged at the office of the Warrant
Agent by presenting this Warrant Certificate properly endorsed with a request
to exchange this Warrant Certificate for other Warrant Certificates evidencing
an equal number of Warrants.  No
fractional Warrant Shares will be issued upon the exercise of the Warrants, but
the Company shall pay an amount in cash equal to the Current Market Value for
one Warrant Share on the date the Warrant is exercised, multiplied by such
fraction, computed to the nearest whole cent.


 


The Warrants do not entitle
any holder hereof to any of the rights of a stockholder of the Company.  All shares of Common Stock issuable by the
Company upon the exercise of the Warrants shall, upon such issue, be duly and
validly issued and fully paid and non-assessable.


 


The holder in whose name the
Warrant Certificate is registered may be deemed and treated by the Company and
the Warrant Agent as the absolute owner of the Warrant Certificate for all
purposes whatsoever and neither the Company nor the Warrant Agent shall be
affected by notice to the contrary.


 


This Warrant Certificate
shall not be valid or obligatory for any purpose until it shall have been
countersigned by the Warrant Agent.


 


 


	
  GLOBAL AERO LOGISTICS INC.

  
	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
  Secretary

  	
   

  
	
   

  	
   

  
	
  DATED:

  
							



 


A-3

















 


	
  Countersigned:

  
	
  JP Morgan Chase Bank, N.A.

  
	
  as Warrant Agent,

  
	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  
	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


A-4

















 


[Reverse
of Warrant]


 


FORM OF
ELECTION TO PURCHASE WARRANT SHARES


(to
be executed only upon exercise of Warrants)


 


GLOBAL
AERO LOGISTICS INC.


 


The undersigned hereby
irrevocably elects to exercise                     
Warrants at an exercise price per Warrant (subject to adjustment) of $0.01 to
acquire shares of Common Stock of GLOBAL AERO LOGISTICS INC., on the terms and
conditions specified in the within Warrant Certificate and the Warrant
Agreement therein referred to, surrenders this Warrant Certificate and all
right, title and interest therein to                 ,
and directs that the shares of Common Stock deliverable upon the exercise of
such Warrants be registered or placed in the name and at the address specified
below and delivered thereto.


 


	
  Date: 

  	
   

  	
  ,

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1

  
	
   

  	
   

  	
  (Signature of Owner)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Street Address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (City)      (State)    (Zip
  Code)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature Guaranteed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Securities and/or check to
be issued to:


 


Please insert social
security or identifying number:


 






(1)          The signature must correspond with the name
as written upon the face of the within Warrant Certificate in every particular,
without alteration or enlargement or any change whatever, and must be
guaranteed by a national bank or trust company or by a member firm of any
national securities exchange.


 


A-5

















 


Name:


 


Street Address:


 


City, State and Zip Code:


 


Any unexercised Warrants
evidenced by the within Warrant Certificate to be issued to:


 


Please
insert social security or identifying number:


 


Name:


 


Street
Address:


 


City,
State and Zip Code:


 


A-6

















 


EXHIBIT
B


TO


WARRANT
AGREEMENT


 


CERTIFICATE
TO BE DELIVERED UPON EXCHANGE OR


REGISTRATION
OF TRANSFER OF WARRANTS


 


Re:          Warrants to Purchase Common Stock (the “Warrants”) of
GLOBAL AERO LOGISTICS INC. (the “Company”)


 


This
Certificate relates to                     
Warrants held in definitive form by                               
(the “Transferor”).


 


The Transferor has requested
the Warrant Agent by written order to exchange or register the transfer of a
Warrant or Warrants.  In connection with
such request and in respect of each such Warrant, the Transferor does hereby
certify that the Transferor is familiar with the Warrant Agreement relating to
the above captioned Warrants and that the transfer of this Warrant does not
require registration under the Securities Act of 1933  (the “Securities Act”), because(1):


 


o                                    Such Warrant is being acquired for the
Transferor’s own account without transfer.


 


o                                    Such Warrant is being transferred to the
Company.


 


o                                    Such Warrant is being transferred in a
transaction meeting the requirements of Rule 144 under the Securities Act.


 


o                                    Such Warrant is being transferred to a
qualified institutional buyer (as defined in Rule 144A under the
Securities Act), in reliance on Rule 144A.


 


o                                    Such Warrant is being transferred pursuant to
an offshore transaction in accordance with Rule 904 under the Securities
Act.


 


o                                    Such warrant is being transferred pursuant to
another available exemption from the registration requirements under the
Securities Act.


 






(1)          Please check applicable box.


 


B-1

















 


The Warrant Agent and the
Company are entitled to rely upon this Certificate and are irrevocably
authorized to produce this Certificate or a copy hereof to any interested party
in any administrative or legal proceedings or official inquiry with respect to
the matters covered hereby.


 


	
   

  	
  [INSERT NAME OF
  TRANSFEROR] 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
						



 


B-2

















 


EXHIBIT
C


TO


WARRANT
AGREEMENT


 


FORM OF
WARRANT AGENT ORDER


 


Reference is made to the
Warrant Agreement dated as of August 14, 2007, between Global Aero
Logistics Inc. and the undersigned, as Warrant Agent (the “Warrant Agreement”).
Capitalized terms used herein shall have their defined meanings in the Warrant
Agreement.


 


In accordance with Section 3.1
of the Warrant Agreement, this constitutes an order to issue Warrants
registered in the names of the following entities and representing the right to
purchase on the date hereof the number of shares of Common Stock corresponding
to the name of such entity; it being understood that the terms of the Warrants
shall be governed by the Warrant Agreement and the Warrant Certificates
representing such Warrants:


 


	
  Name of Registered Holder

  	
   

  	
  Initial Number of Shares

  
	
  1.

  	
   

  	
   

  
	
  2.

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  
	
  4.

  	
   

  	
   

  
	
  5.

  	
   

  	
   

  



 


 


 


	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
  as Warrant Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


C-1

















 


 


EXHIBIT
D


TO


WARRANT
AGREEMENT


 


FORM OF
LENDER CERTIFICATION


 


The undersigned hereby
acknowledges receipt of           
Warrants at an exercise price per Warrant (subject to adjustment) of $0.01 to
acquire shares of Common Stock of Global Aero Logistics Inc., on the terms and
conditions specified in the Warrant Certificate and the Warrant Agreement
therein referred (a “Holder”).


 


Each Holder, severally and
not jointly, represents and warrants to Global Aero Logistics Inc. (the “Company”)
as of the date hereof as follows:


 


(a)           Such Holder is a Lender under the
Term Loan Agreement dated August 14, 2007, with Global Aero Logistics Inc.
and is acquiring the Warrants for its own account, for investment purposes only
and not with a view to any distribution thereof within the meaning of the
Securities Act of 1933, as amended (the “Securities Act”).


 


(b)           Such Holder has received such
information as it deems necessary in order to make an investment decision with
respect to the Warrants and has had the opportunity to ask questions of and
receive answers from the Company and its officers and directors and to obtain
such additional information which the Company possess or could acquire without
unreasonable effort or expense as such Holder deems necessary to verify the
accuracy of the information furnished to such Holder and has asked questions,
received such answers and obtained such information as it deems necessary to
verify the such accuracy of the information furnished to such Holder.


 


(c)           Such Holder is an “accredited
investor” within the meaning of Rule 501 of the Securities Act.


 


(d)           Such Holder understands that the
Warrants have not been and will not be registered under the Securities Act or
any state or other securities law, that the Warrants are being issued by the
Company in transactions exempt from the registration requirements of the
Securities Act and that the Warrants may be resold only if registered pursuant
to the provisions of the Securities Act or if an exemption from registration
under the Securities Act is available.


 


(e)           Such Holder further understands that
the exemption from registration afforded by Rule 144 of the Securities Act
depends on the satisfaction of various conditions, and that, if applicable, Rule 144
of the Securities Act may afford the basis for sales only in limited amounts.


 


(f)            Such Holder did not employ any
broker or finder in connection with the transaction contemplated in this
Agreement and no fees or commissions are payable to the Holders except as
otherwise provided for in the Warrant Agreement and the Term Loan Agreement.


 


(g)           The source of funds to be used by
such Holder to pay the purchase price does not include assets of any employee
benefit plan (other than a plan exempt from the coverage of ERISA) or plan or
any other entity the assets of which consist of “plan assets” of employee
benefit plans or plans as defined in Department of Labor regulation Section 2510.3-101.  As used in this paragraph (g), the term


 


D-1

















 


“employee benefit plan”
shall have the meaning assigned to such term in Section 3 of ERISA, and
the term “plan” shall have the meaning assigned thereto in Section 4975(e)(1) of
the Code.


 


 


	
  [                                        ]

  
	
   

  
	
  By 

  	
   

  	
   

  
	
   

  
	
   

  
	
  DATED:

  



 


D-2

















 


EXHIBIT
E


TO


WARRANT
AGREEMENT


 


REGISTRATION
RIGHTS OF HOLDERS


OF
THE WARRANT SHARES


 


Section 1.  Definitions.  As used in this Exhibit E, terms defined
in, or by reference in, the Warrant Agreement shall have such defined meanings
and the following defined terms shall have the following meanings:


 


“Advice” has the
meaning ascribed to such term in the last paragraph of Section 3 hereof.


 


“Demand Registration”
has the meaning ascribed to such term in Section 2.1(a) hereof.


 


“DTC” means The Depository
Trust Company.


 


“Indemnified Person”
has the meaning ascribed to such term in Section 4(c) hereof.


 


“Indemnifying Person”
has the meaning ascribed to such term in Section 4(c) hereof.


 


“Piggy-Back Registration”
has the meaning ascribed to such term in Section 2.2(a) hereof.


 


“Prospectus” means
the prospectus included in any Registration Statement (including, without
limitation, any prospectus subject to completion and a prospectus that includes
any information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus
supplement, and all other amendments and supplements to the Prospectus, all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.


 


“Registrable
Securities” means any of (i) the Warrant Shares (whether or not the
related Warrants have been exercised) and (ii) any other securities issued
or issuable with respect to any Warrant Shares by way of stock dividend or
stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization or otherwise.  As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when (i) a
Registration Statement with respect to the offering of such securities by the
Holder thereof shall have been declared effective under the Securities Act and
such securities shall have been disposed of by such Holder pursuant to such
Registration Statement, (ii) such securities are eligible for sale to the
public pursuant to Rule 144(k) (or any similar provision then in
force) promulgated under the Securities Act, (iii) such securities shall
have been otherwise transferred by such Holder and new certificates for such
securities not bearing a legend restricting further transfer shall have been
delivered by the Company or its transfer agent and subsequent disposition of
such securities shall not require registration or qualification under the
Securities Act or any similar state law then in force or (iv) such
securities shall have ceased to be outstanding.


 


“Registration Event”
means the first to occur of (i) the first firm commitment underwritten
public offering of Common Stock by the Company for an aggregate price of at
least $100,000,000, pursuant to an effective registration statement under the
Securities Act or (ii) the Common


 


E-1

















 


Stock being listed on a
national securities exchange or becoming eligible for quotation in the NASDAQ
Market System.


 


“Registration Expenses”
shall mean all expenses incident to the Company’s performance of or compliance
with this Exhibit E, including, without limitation, (i) all SEC and
stock exchange or National Association of Securities Dealers, Inc.
registration and filing fees, (ii) expenses and fees incurred in
compliance with state securities or blue sky laws (including reasonable fees
and disbursements of counsel for the underwriters in connection with blue sky
qualifications of the Registrable Securities), (iii) preparing, printing,
filing, duplicating and distributing the Registration Statement, the related
Prospectus and any amendments or supplements thereto, (iv) the cost of
printing stock certificates and complying with the requirements of DTC, (v) the
cost and charges of any transfer agent, (vi) the fees and disbursements of
counsel for the Company and (vii) the fees and disbursements of the
independent public accountants of the Company, including the expenses of any
special audits or “comfort” letters required by or incident to the performance
of and compliance with this Exhibit E, but excluding fees and expenses of
counsel to the underwriters (other than fees and expenses set forth in clause (ii) above)
or the Holders and underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of Registrable Securities by a
Holder.


 


“Registration Statement”
shall mean any appropriate registration statement of the Company filed with the
SEC pursuant to the Securities Act which covers any of the Registrable
Securities pursuant to the provisions of this Exhibit E and all amendments
and supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.


 


“Requisite Securities”
shall mean a number of Registrable Securities equal to not less than 25% of the
Registrable Securities held in the aggregate by all Holders.


 


Section 2.  Registration Rights.


 


2.1           (a)  Demand Registration.  At any time and from time to time after the
occurrence of a Registration Event, Holders owning, individually or in the
aggregate, not less than the Requisite Securities may make a written request
for registration under the Securities Act of their Registrable Securities (a “Demand
Registration”).  The Company shall
give written notice of such registration request to all other Holders of
Registrable Securities within 5 days after the receipt thereof.  Within 10 days after receipt by any Holder of
Registrable Securities of such notice from the Company, such Holder may request
in writing that all or a specified portion of such Holder’s Registrable
Securities be included in such Registration Statement.  Each request to the Company under this Section 2.1(a) will
specify the name of the Holder, the number of Registrable Securities proposed
to be sold and will also specify the proposed manner of sale.  Subject to the conditions set forth in Section 2.3
hereof, within 60 days of the receipt of such written request for a Demand
Registration, the Company shall file with the SEC and use its reasonable best
efforts to cause to become effective under the Securities Act a Registration
Statement with respect to all Registrable Securities requested to be included
therein.  Subject to Section 2.1(b) hereof,
the Company shall be required to effect a maximum of two Demand Registrations
pursuant to this Section 2.1(a).


 


Subject to Section 2.1(f) hereof,
no other securities of the Company except Registrable Securities held by any
Holder and shares of Common Stock held by any Person entitled to exercise “piggy
back” registration rights pursuant to contractual commitments of the Company
shall be included in a Demand Registration.


 


E-2

















 


(b)           Effective Registration.  A Registration Statement will not be deemed
to have been effected as a Demand Registration unless it has been declared
effective by the SEC; provided, however, that if, after such
Registration Statement has become effective, (i) the offering of
Registrable Securities pursuant to such Registration Statement is or becomes
the subject of any stop order, injunction or other order or requirement of the
SEC or any other governmental or administrative agency or court that prevents,
restrains or otherwise limits the sale of Registrable Securities pursuant to
such Registration Statement or (ii) such Registration Statement does not
remain effective under the Securities Act until the earlier to occur of (A) the
consummation of the distribution by the Selling Holders of all of the
Registrable Securities covered thereby or (B) 90 days after the effective
date of such Registration Statement, such Demand Registration will be deemed
not to have been effected.  The Holders
of Registrable Securities shall be permitted to withdraw all or any part of the
Registrable Securities from a Demand Registration at any time prior to the
effective date of the Registration Statement; provided, however,
that any Demand Registration that is subsequently withdrawn shall be deemed to
be a Demand Registration.


 


(c)           Restrictions on Sale by Holders.  If the Company shall at any time register any
Registrable Securities or Common Stock under the Securities Act (including any
registration pursuant to this Exhibit E) for sale to the public, each
Holder of Registrable Securities agrees, if and to the extent reasonably
requested by the Company or the managing underwriter or underwriters in an
underwritten offering, not to effect any public sale or distribution of
Registrable Securities or Common Stock, including a sale pursuant to Rule 144
(except as part of such offering), during the 60-day period prior to, and
during the 180-day period beginning on, the closing date of each offering made
pursuant to such registration, to the extent timely notified in writing by the
Company or such managing underwriter or underwriters.


 


(d)           Underwritten Registrations.  If any of the Registrable Securities covered
by a Demand Registration are to be sold in an underwritten offering, the
investment banker or investment bankers and manager or managers that will
manage the offering will be selected by the Holders of not less than a majority
of the Registrable Securities to be sold thereunder and will be reasonably
acceptable to the Company.


 


(e)           Expenses.  The Company will pay all Registration
Expenses in connection with any registration requested pursuant to Section 2.1(a) hereof.  Each Holder of Registrable Securities shall
pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder’s Registrable Securities
pursuant to a Registration Statement requested pursuant to this Section 2.1.


 


(f)            Priority in Demand Registration.  In a Demand Registration involving an
underwritten offering, if the managing underwriter or underwriters of such
underwritten offering have informed the Company and the Selling Holders that in
such underwriter’s or underwriters’ opinion the total number of securities
which the Selling Holders and any other Person which has exercised “piggy-back”
registration rights pursuant to contractual commitments of the Company intend
to include in such offering exceeds the number of securities which can be sold
without having an adverse effect on such offering, including the price at which
such securities can be sold, then the Company will be required to include in
such registration only the amount of securities which it is so advised should
be included in such registration.  In
such event, securities shall be registered in such registration in the
following order of priority:  (i) first,
the securities which have been requested to be included in such registration by
the Selling Holders pursuant to this Exhibit E (pro rata based on the
amount of securities sought to be registered by such Holders) and (ii) second,
provided that no securities sought to be included by the Selling Holders have
been excluded from such registration, the securities of other Persons entitled
to


 


E-3

















 


exercise “piggy-back”
registration rights pursuant to contractual commitments of the Company (pro
rata based on the amount of securities sought to be registered by such
Persons).


 


2.2           (a)  Piggy-Back Registration.  If at any time the Company proposes to file a
Registration Statement under the Securities Act with respect to an offering by
the Company for its own account or for the account of any of its
securityholders of any class of its common equity securities (other than (i) the
first firm commitment underwritten public offering of Common Stock by the
Company pursuant to an effective registration statement under the Securities
Act, (ii) a Registration Statement on Form S-4 or S-8 (or any
substitute form that may be adopted by the SEC), or (iii) a Registration
Statement filed in connection with an exchange offer or offering of securities
solely to the Company’s existing securityholders), then the Company shall give
written notice of such proposed filing and the intended method of sale or
disposition in such offering to the Holders of Registrable Securities as soon
as practicable (but in no event fewer than 20 days before the anticipated
filing date), and such notice shall offer such Holders the opportunity to
register for disposition by the intended method thereof such number of shares
of Registrable Securities, subject to Section 2.2(b), as each such Holder
may request in writing within 15 days after receipt of such written notice from
the Company (a “Piggy-Back Registration”).  The Company shall use its reasonable best
efforts to keep such Piggy-Back Registration continuously effective under the
Securities Act until the earlier to occur of (A) the consummation of the
distribution by the Selling Holders of all of the Registrable Securities
covered thereby or (B) 90 days after the effective date of such
Registration Statement.  Any Selling
Holder shall have the right to withdraw its request for inclusion of its
Registrable Securities in any Registration Statement pursuant to this Section 2.2
by giving written notice to the Company of its irrevocable election to
withdraw.  The Company may withdraw a
Piggy-Back Registration at any time prior to the time it becomes effective or
the Company may elect to delay the registration; provided, however,
that the Company shall give prompt written notice thereof to participating
Selling Holders.  The Company will pay
all Registration Expenses in connection with each registration of Registrable
Securities requested pursuant to this Section 2.2, and each Selling Holder
shall pay all underwriting discounts and commissions and transfer taxes, if
any, relating to the sale or disposition of such Holder’s Registrable
Securities pursuant to a Registration Statement effected pursuant to this Section 2.2.


 


No registration effected
under this Section 2.2, and no failure to effect a registration under this
Section 2.2, shall relieve the Company of its obligation to effect a
registration upon the request of Holders of Registrable Securities pursuant to Section 2.1
hereof.


 


(b)           Priority in Piggy-Back
Registration.  In a registration
pursuant to Section 2.2 hereof involving an underwritten offering, if the
managing underwriter or underwriters of such underwritten offering have
informed, in writing, the Company and the Selling Holders that in such
underwriter’s or underwriters’ opinion the total number of securities which the
Company, the Selling Holders and any other Persons with contractual “piggy-back”
rights to participate in such registration intend to include in such offering
exceeds the number of securities which can be sold without having an adverse
effect on such offering, including the price at which such securities can be
sold, then the Company will be required to include in such registration only
the amount of securities which it is so advised should be included in such
registration.  In such event:  (x) in cases initially involving the registration
for sale of securities for the Company’s own account, securities shall be
registered in such offering in the following order of priority:  (i) first, the securities which
the Company proposes to register and (ii) second, provided no
securities proposed to be registered by the Company have been excluded, the
securities which have been requested to be included in such registration by the
Holders of Registrable Securities pursuant to this Exhibit E and the
securities of other Persons entitled to exercise “piggy-back” registration
rights pursuant to contractual commitments of the Company (pro  rata
based on the aggregate amount of securities sought to be registered by such
Holders and other Persons); and (y) in cases not


 


E-4

















 


initially involving the
registration for sale of securities for the Company’s own account, securities
shall be registered in such offering as follows: (i) first, the
securities of any Person whose exercise of a “demand” registration right
pursuant to a contractual commitment of the Company is the basis for the
registration (provided that if such Person is a Holder of Registrable
Securities, there shall be no priority as among such Holders and Registrable
Securities sought to be included shall be included pro rata based on the
aggregate amount of Registrable Securities sought to be registered by such
Holders), and (ii) second, provided no securities to be included by
such Persons have been excluded, the securities requested to be included in
such registration by the Holders of Registrable Securities pursuant to this Exhibit E
and the securities of other Persons entitled to exercise “piggy back”
registration rights pursuant to contractual commitments (pro  rata
based on the aggregate amount of securities sought to be registered by such
Holders and other Persons) and (iii) third, the securities which
the Company proposes to register.


 


If, as a result of the
provisions of this Section 2.2(b), any Selling Holder shall not be
entitled to include all Registrable Securities in a Piggy-Back Registration
that such Selling Holder has requested to be included, such Selling Holder may
elect to withdraw his request to include Registrable Securities in such
registration; provided, however, that such election shall be
irrevocable and, after making such withdrawal election, a Selling Holder shall
no longer have any right to include Registrable Securities in the registration
as to which such election was made.


 


2.3           Limitations, Conditions and
Qualifications to Obligations Under Registration Covenants.  The obligations of the Company set forth in
Sections 2.1 and 2.2 hereof are subject to each of the following limitations,
conditions and qualifications:


 


(i)            Subject to the next sentence of this
paragraph, the Company shall be entitled to postpone, for a reasonable period
of time, the filing or effectiveness of, or suspend the rights of any Holders
to make sales pursuant to, any Registration Statement otherwise required to be
prepared, filed and made and kept effective by it hereunder; provided, however,
that the duration of such postponement or suspension may not exceed the earlier
to occur of (A) 15 days after the cessation of the circumstances described
in the next sentence of this paragraph on which such postponement or suspension
is based or (B) 90 days after the date of the determination of the Board
referred to in the next sentence.  Such
postponement or suspension may only be effected if the Board determines in its
good faith judgment that the filing or effectiveness of, or sales pursuant to,
such Registration Statement could materially impede, delay or interfere with
any financing, offer or sale of securities, acquisition, corporate
reorganization or other significant transaction involving the Company or require
disclosure of material information or other material development which the
Company has a bona  fide business purpose for preserving as
confidential.  If the Company shall so
postpone the filing or effectiveness of, or suspend the rights of any Holders
to make sales pursuant to, a Registration Statement it shall, as promptly as
possible, notify any Selling Holders of such determination, and the Selling
Holders shall (y) have the right, in the case of a postponement of the
filing or effectiveness of a Registration Statement, upon the affirmative vote
of the Selling Holders of not less than a majority of the Registrable
Securities to be included in such Registration Statement, to withdraw the
request for registration by giving written notice to the Company within 10 days
after receipt of such notice or (z) in the case of a suspension of the
right to make sales, receive an extension of the registration period equal to
the number of days of the suspension. 
Any Demand Registration as to which the withdrawal election referred to
in the preceding sentence has been effected shall not be counted for purposes
of a Demand Registration the Company is required to effect pursuant to Section 2.1
hereof.


 


(ii)           The Company shall not be required by
this Exhibit E to include securities in a Registration Statement if (i) in
the written opinion of counsel to the Company, addressed to the Holders and
delivered to them, the Holders of such securities seeking registration would be
free to sell all such


 


E-5

















 


securities within the
current calendar quarter without registration under Rule 144(k) under
the Securities Act, which opinion may be based in part upon the representation
by the Holders of such securities seeking registration, which representation
shall not be unreasonably withheld, that each such Holder is not an affiliate
of the Company within the meaning of the Securities Act, and (ii) all
requirements under the Securities Act for effecting such sales are satisfied at
such time.


 


(iii)          The Company’s obligations shall be subject to the
obligations of the Selling Holders to furnish all information and materials and
to take any and all actions as may be required under applicable federal and
state securities laws and regulations to permit the Company to comply with all
applicable requirements of the SEC and to obtain any acceleration of the
effective date of such Registration Statement.


 


2.4           Restrictions on Sale by the
Company and Others.  The Company
covenants and agrees that (i) it shall not, and that it shall not cause or
permit any of its subsidiaries to, effect any public sale or distribution of
any securities of the same class as any of the Registrable Securities or any
securities convertible into or exchangeable or exercisable for such securities
(or any option or other right for such securities) during the 60-day period
prior to, and during the 180-day period beginning on, the commencement of any
underwritten offering of Registrable Securities pursuant to a Demand
Registration which has been requested pursuant to this Exhibit E, or a
Piggy-Back Registration which has been scheduled, prior to the Company or any
of its subsidiaries publicly announcing its intention to effect any such public
sale or distribution; (ii) any agreement entered into after the date of
this Exhibit E pursuant to which the Company grants registration rights
with respect to any securities of the Company shall contain a provision under
which the holders of such securities agree, in the event of an underwritten
offering of Registrable Securities, not to effect any public sale or
distribution of any securities of the same class as any of the Registrable
Securities (or any securities convertible into or exchangeable or exercisable
for any such securities), or any option or other right for such securities,
during the periods described in clause (i) of this Section 2.4, in
each case including a sale pursuant to Rule 144; (iii) the Company
will not, and the Company will not cause or permit any subsidiary of the Company
to, after the date hereof, enter into any agreement or contract that conflicts
with or limits or prohibits the full and timely exercise by the Holders of
Registrable Securities of the rights herein to request a Demand Registration or
to join in any Piggy-Back Registration; and (iv) it shall use its
reasonable best efforts to secure the written agreement of each of its
officers, directors and principal stockholders to not effect any public sale or
distribution of any securities of the same class as the Registrable Securities
(or any securities convertible into or exchangeable or exercisable for any such
securities), or any option or right for such securities during the period
described in clause (i) of this Section 2.4.


 


Section 3.  Registration Procedures.  In connection with the obligations of the
Company with respect to any Registration Statement pursuant to Sections 2.1 and
2.2 hereof, the Company shall as expeditiously as possible:


 


(a)           Prepare and file with the SEC each
such Registration Statement (but in any event on or prior to the date of filing
thereof required under this Exhibit E) and use its best efforts to cause
such Registration Statement to become effective and remain effective as
provided herein; provided, however, that before filing any such
Registration Statement or any Prospectus or any amendments or supplements
thereto (including documents that would be incorporated or deemed to be
incorporated therein by reference, including such documents filed under the
Exchange Act that would be incorporated therein by reference), the Company
shall afford promptly to the Holders of the Registrable Securities covered by
such Registration Statement, the managing underwriter or underwriters, if any,
and their respective counsel an opportunity to review copies of all such
documents proposed to be filed a reasonable time, but in any event within five (5) Business
Days, prior to the proposed filing thereof. 
The Company shall not


 


E-6

















 


file any Registration Statement
or Prospectus or any amendments or supplements thereto if the Holders of a
majority of the Registrable Securities covered by such Registration Statement,
their counsel, or the managing underwriter or underwriters, if any, shall
reasonably object within five (5) Business Days after receipt thereof in
writing unless failure to file any such amendment or supplement would involve a
violation of the Securities Act or other applicable law.


 


(b)           Prepare and file with the SEC such
amendments and post-effective amendments to the Registration Statement as may
be necessary to keep such Registration Statement continuously effective for the
time periods prescribed hereby; cause the related Prospectus to be supplemented
by any required prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 (or any similar provisions then in force) promulgated
under the Securities Act; and comply with the provisions of the Securities Act,
the Exchange Act and the rules and regulations of the SEC promulgated thereunder
applicable to it with respect to the disposition of all securities covered by
such Registration Statement as so amended or in such prospectus as so
supplemented.


 


(c)           Notify the Holders of Registrable
Securities, their counsel and the managing underwriter or underwriters, if any,
promptly (but in any event within two (2) Business Days), (i) when a
Prospectus or any prospectus supplement or post-effective amendment has been
filed, and, with respect to a Registration Statement or any post-effective amendment,
when the same has become effective (including in such notice a written
statement that any Holder may, upon request, obtain, without charge, one
conformed copy of such Registration Statement or post-effective amendment
including financial statements and schedules and exhibits), (ii) of the
issuance by the SEC of any stop order suspending the effectiveness of such
Registration Statement or of any order preventing or suspending the use of any
preliminary Prospectus or the initiation or threatening of any proceedings for
that purpose, (iii) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification
of the Registration Statement or any of the Registrable Securities covered
thereby for offer or sale in any jurisdiction, or the initiation of any
proceeding for such purpose, (iv) of the happening of any event, the
existence of any condition or information becoming known that requires the
making of any changes in such Registration Statement, Prospectus or documents
so that, in the case of such Registration Statement, it will conform in all
material respects with the requirements of the Securities Act and it will not
contain any 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 that in the case of the Prospectus, it will conform in all
material respects with the requirements of the Securities Act and it will not
contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and (v) of the
Company’s reasonable determination that a post-effective amendment to such
Registration Statement would be appropriate.


 


(d)           Furnish to each Holder of Registrable
Securities who so requests and to Holders’ counsel and each managing
underwriter, if any, without charge, one conformed copy of the Registration
Statement and each post-effective amendment thereto, and if requested, all
documents incorporated or deemed to be incorporated therein by reference and
all exhibits (including exhibits incorporated by reference).


 


(e)           Deliver to each Holder of Registrable
Securities, Holders’ counsel and each underwriter, if any, without charge, as
many copies of each Prospectus (including each form of Prospectus) and each
amendment or supplement thereto as such Persons may reasonably request; and,
subject to the last paragraph of this Section 3, the Company hereby
consents to the use of such Prospectus and each amendment or supplement thereto
by each of the Holders of Registrable Securities and the


 


E-7

















 


underwriter or underwriters
or agents, if any, in connection with the offering and sale of the Registrable
Securities covered by such Prospectus and any amendment or supplement thereto.


 


(f)            use its reasonable best efforts to
qualify or register (or exempt from such registration or qualification) such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of such jurisdictions as the managing underwriter or underwriters reasonably
request, or, in the event of a non-underwritten offering, as the Holders of a
majority of the Registrable Securities may request; provided, however,
that the Company will not be required (A) to qualify generally to do
business in any jurisdiction where it is not then so qualified, (B) consent
to general service of process in any such jurisdiction where it is not then so
subject or (C) to become subject to taxation in any jurisdiction where it
is not then so subject.


 


(g)           prior to the completion of the sale
of any Registrable Securities hereunder, provide the registrar for the Registrable
Securities with certificates representing Registrable Securities to be sold,
which certificates shall not bear any restrictive legends whatsoever and shall
be in a form eligible for deposit with DTC and provide a CUSIP number for such
securities.


 


(h)           Upon the occurrence of any event
contemplated by Section 3(c)(iv) or 3(c)(v) above, use its
reasonable best efforts to prepare as promptly as practicable a post-effective
amendment to the Registration Statement or a supplement to the related Prospectus
or a report under the Exchange Act to be incorporated therein by reference,
and, subject to Section 3(a) hereof, file such with the SEC so that
such Registration Statement, as so amended, and such Prospectus, as so
supplemented, will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading and will otherwise comply with law.


 


(i)            In connection with each underwritten
offering of Registrable Securities, enter into an underwriting agreement
containing representations and warranties, covenants, conditions and
indemnification provisions in form, substance and scope as are customarily made
in underwritten offerings and take all such other actions as are reasonably
requested by the managing underwriter or underwriters in order to expedite or
facilitate the registration or disposition of such Registrable Securities in
any underwritten offering to be made of the Registrable Securities in
accordance with this Exhibit E.


 


(j)            Furnish to the Holders of
Registrable Securities being sold, on the date such Registrable Securities are
delivered to the underwriters if such Registrable Securities are being sold
through underwriters or, if such Registrable Securities are not being sold
through underwriters, on the effective date of the Registration Statement
covering such Registrable Securities, (i) an opinion of counsel to the
Company covering the matters customarily covered in opinions to underwriters in
underwritten offerings and (ii) a “cold comfort” letter from the
independent certified public accountants of the Company and, if necessary, any
other independent certified public accountants of any entity or business
acquired by the Company for which financial statements and financial data are,
or are required to be, included in the Registration Statement, in customary
form and covering matters of the type customarily covered in “cold comfort”
letters in connection with underwritten offerings.


 


(k)           Give the Holders of Registrable
Securities being sold, the underwriters, if any, participating in any such
disposition of Registrable Securities and their respective counsel and any
accountant retained by such Holders or underwriters such access to its relevant
books and records and such opportunities to discuss the business and financial
condition of the Company with its officers and accountants as shall be
reasonably requested to enable them to conduct a reasonable investigation
within the meaning of the Securities Act; provided, however, that such records
which the Company determines,


 


E-8

















 


in good faith, to be
confidential and which the Company notifies such person in writing are
confidential, shall not be disclosed by such person unless (i) the release
of such records is ordered pursuant to a subpoena or other order from a court
of competent jurisdiction or (ii) such records have previously been
generally made available to the public.


 


(l)            Make generally available to its
securityholders earnings statements satisfying the provisions of Section 11(a) of
the Securities Act and Rule 158 thereunder (or any similar rule promulgated
under the Securities Act).


 


(m)          Use its reasonable best efforts to
cause all Registrable Securities relating to such Registration Statement to be
listed on each securities exchange, if any, on which similar securities issued
by the Company are then listed.


 


No Holder of Registrable
Securities may participate in any underwritten registration pursuant to a
Registration Statement filed under this Exhibit E unless such Holder (a) agrees
(i) to sell such Holder’s Registrable Securities on the basis provided in
and in compliance with any underwriting arrangements approved by the Holders of
not less than a majority of the Registrable Securities to be sold thereunder
and (ii) to comply with Regulation M under the Exchange Act, (b) completes
and executes all customary questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements and (c) furnishes to the Company such
information regarding such Holder and the distribution of such Registrable
Securities as the Company may, from time to time, reasonably request in writing
to comply with the Securities Act and other applicable law.  The Company may exclude from such
registration the Registrable Securities of any Holder who fails to furnish such
information within a reasonable time after receiving such request.


 


Each Holder of Registrable
Securities agrees by acquisition of such Registrable Securities that, upon
receipt of any notice from the Company of the happening of any event of the
kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv) or 3(c)(v) hereof,
such Holder will forthwith discontinue disposition of such Registrable
Securities covered by the Registration Statement or Prospectus until such
Holder’s receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(h) hereof), or until it is advised in
writing (the “Advice”) by the Company that the use of the applicable
Prospectus may be resumed, and has received copies of any amendments or
supplements thereto.  In the event the
Company shall give any such notice, the period of time for which a Registration
Statement is required hereunder to be effective shall be extended by the number
of days during such periods from and including the date of the giving of such
notice to and including the date when each seller of Registrable Securities
covered by such Registration Statement shall have received the Advice or the
copies of the supplemented or amended Prospectus contemplated by Section 3(h) hereof.


 


Section 4.  Indemnification and Contribution.  (a)  To the extent permitted by law, the
Company will indemnify and hold harmless each Holder and each Person, if any,
who controls any Holder within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any and
all losses, claims, damages and liabilities (including, without limitation,
legal fees and other expenses incurred in connection with any suit, action or
proceeding or any claim asserted, as such fees and expense are incurred), joint
or several, that arise out of, or are based upon any of the following
statements, omissions or violations (collectively, a “Violation”):  (i) any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement or
any Prospectus or any amendment or supplement thereto or any preliminary
Prospectus, and (ii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; and the Company will pay to each such Holder or controlling person
any legal or other expenses reasonably incurred by


 


E-9

















 


them in connection with
investigating or defending any such loss, claim, damage or liability as such
expenses are incurred; provided, however, that the indemnity
agreement contained in this Section 4(a) shall not apply to amounts
paid in settlement of any such losses, claims, damages or liabilities if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any case for
any such losses, claims, damages or liabilities to the extent that they arise
out of, or are based upon a Violation which occurs in reliance upon and in
conformity with any information furnished in writing to the Company by any
Holder or controlling Person expressly for use therein.


 


(b)           To the extent permitted by law, each
selling Holder will, severally and not jointly, indemnify and hold harmless the
Company, the Company’s directors, the Company’s officers who sign the
Registration Statement, any person controlling the Company, any other Holder
selling securities in such Registration Statement, against any losses, claims,
damages or liabilities that arise out of, or are based upon, any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with any information relating to such Holder
furnished in writing by such Holder expressly for use in connection with such
registration, and each such Holder will pay any legal or other expenses
reasonably incurred by any person intended to be indemnified under this Section 4(b) in
connection with investigating or defending any such loss, claim, damage or
liability as such expenses are incurred; provided, however, that the indemnity
agreement contained in this Section 4(b) shall not apply to amounts
paid in settlement of any such losses, claims, damages or liabilities if such
settlement is effected without the consent of the Holder (which consent shall
not be unreasonably withheld).  Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Company or any such director, officer or Person
controlling the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act and shall survive the
transfer of such securities by such Holder.


 


(c)           If any suit, action, proceeding
(including any governmental or regulatory investigation), claim or demand shall
be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b) above, such Person
(the “Indemnified Person”) shall promptly notify the Person against whom
such indemnification may be sought (the “Indemnifying Person”) in
writing; provided that the failure to notify the Indemnifying Person
shall not relieve it from any liability that it may have under this Section 4
except to the extent that it has been materially prejudiced (through the
forfeiture of substantive rights or defenses) by such failure; and provided,
further, that the failure to notify the Indemnifying Person shall not relieve
it from any liability that it may have to an Indemnified Person otherwise than
under this Section 4.  If any such
proceeding shall be brought or asserted against an Indemnified Person and it
shall have notified the Indemnifying Person thereof, the Indemnifying Person
shall retain counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person and any others entitled to indemnification
pursuant to this Section 4 that the Indemnifying Person may designate in
such proceeding and shall pay the fees and expenses of such counsel related to
such proceeding, as incurred.  In any
such proceeding, any Indemnified Person, together with all other Indemnified
Persons which may be represented without conflict by one counsel) shall have
the right to retain one separate counsel, with the fees and expenses of such
counsel to be paid by the Indemnifying Person, if the named parties in any such
proceeding (including any impleaded parties) include both the Indemnifying
Person and the Indemnified Person and representation of both parties by the
same counsel would be inappropriate due to actual or potential differing
interests between such Indemnified Person and any other party represented by
such counsel in such proceeding.  It is
understood and agreed that the Indemnifying Person shall not, in connection
with any proceeding or related proceeding in the same jurisdiction, be liable
for the fees and expenses of more than one separate firm (in addition to any
local counsel) for all Indemnified Persons, and that all such fees


 


E-10

















 


and expenses shall be
reimbursed as they are incurred.  The
Indemnifying Person shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the Indemnifying Person agrees to
indemnify each Indemnified Person from and against any loss or liability by
reason of such settlement or judgment. 
No Indemnifying Person shall, without the written consent of the
Indemnified Person, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have been a
party and indemnification could have been sought hereunder by such Indemnified
Person, unless such settlement (A) includes an unconditional release of
such Indemnified Person, in form and substance reasonably satisfactory to such
Indemnified Person, from all liability on claims that are the subject matter of
such proceeding and (B) does not include any statement as to or any
admission of fault, culpability or a failure to act by or on behalf of any
Indemnified Person.


 


(d)           If the indemnification provided for
in Section 4(a) or Section 4(b) is held by a court of competent
jurisdiction (by the entry of a final judgment or decree by such court and the
expiration of time to appeal or the denial of the last right to appeal) to be
unavailable to an Indemnified Person or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each Indemnifying
Person under either such Section, in lieu of indemnifying such Indemnified
Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and of the Holders of Registrable Securities
covered by the Registration Statement in question on the other hand, or (ii) if
the allocation provided by clause (i) is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) but also the relative fault of the Company on
the one hand and the Holders on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. 
The relative fault shall be determined by 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 the Company or by the Holders of Registrable Securities
covered by the Registration Statement in question and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.


 


(e)           The foregoing indemnity agreement of
the Company and the Holders are subject to the condition that, insofar as they
relate to any Violation made in a preliminary Prospectus but eliminated or
remedied in the amended Prospectus on file with the SEC at the time the
Registration Statement in question becomes effective or the amended Prospectus
filed with the SEC pursuant to SEC Rule 424(b) (the “Final
Prospectus”), such indemnity agreement shall not inure to the benefit of
any person if a copy of the Final Prospectus was furnished to the Indemnified
Person and was not furnished to the person asserting the loss, claim, damage or
liability no less than two (2) Business Days prior to the applicable time
of sale.


 


(f)            The Company and the Holders agree
that it would not be just and equitable if contribution pursuant to this Section 4(e) were
determined by pro rata allocation or (even if the holders were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph.  The amount paid or
payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in the immediately preceding paragraph of this Section 4(e) shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses incurred by such Indemnified Person in connection with any such
action or claim.  Notwithstanding the
provisions of this Section 4, in no event shall a Holder be required to
contribute any amount in excess of the amount by which the total price at which
the Registrable Securities sold by such Holder and distributed to the public
were offered to the public exceeds


 


E-11

















 


the amount of any damages
which such Holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission.  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.


 


(g)           The remedies provided for in this Section 4
are not exclusive and shall not limit any rights or remedies that may otherwise
be available to any Indemnified Person at law or in equity.


 


(h)           The indemnity and contribution
provisions contained in this Section 4 shall remain in full force and
effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Holder or any Person controlling such
Holder within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act and (iii) any sale of Registrable Securities pursuant
to this Exhibit E.


 


Section 5.  Miscellaneous.


 


(a)           Amendments and Waivers.  The provisions of this Exhibit E may not
be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company has obtained the
prior written consent of Holders of not less than a majority of the outstanding
Warrants and/or Registrable Securities affected by such amendment,
modification, supplement, waiver or consent. 
Notwithstanding the foregoing, a waiver or consent to departure from the
provisions hereof that relates exclusively to the rights of Holders of
Registrable Securities whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders of Registrable Securities may
be given by the Holders of not less than a majority of the Registrable
Securities proposed to be sold by such Holders pursuant to such Registration
Statement.


 


(b)           Successors and Assigns.  This Exhibit E shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders. 
If any transferee of any Holder shall acquire Warrants and/or
Registrable Securities, in any manner, whether by operation of law or
otherwise, such Warrants and/or Registrable Securities shall be held subject to
all of the terms of this Exhibit E, and by taking and holding such
Warrants and/or Registrable Securities such Person shall be conclusively deemed
to have agreed to be bound by and to perform all of the terms and provisions of
this Exhibit E and such Person shall be entitled to receive the benefits
hereof.


 


(c)           Third Party Beneficiaries.  Each Holder shall be a third party
beneficiary to the agreements made hereunder between the Company and the Holders
and the Holders shall have the right to enforce such agreements directly to the
extent they deem such enforcement necessary or advisable to protect their
rights or the rights of the Holders.


 


(d)           GOVERNING LAW.  THIS EXHIBIT E SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION.


 


(e)           Severability. If any term,
provision, covenant or restriction of this Exhibit E is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their best efforts to find


 


E-12

















 


and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction.


 


(f)            Remedies.  In the event of a breach by the Company of
any of its obligations under this Exhibit E, each Holder, in addition to
being entitled to exercise all rights provided herein or granted by law,
including recovery of damages, will be entitled to specific performance of its
rights hereunder.  The Company agrees
that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of any of the provisions of this Exhibit E.


 


(g)           Underwriting Agreement.  Notwithstanding the provisions of Sections
2.1(c), 2.1(e), 2.4, 3 and 4, to the extent that the holders of Registrable
Securities shall enter into an underwriting or similar agreement, which
agreement contains provisions covering one or more issues addressed in such
Sections with substantially similar effect, those particular provisions
contained in such Sections addressing such issue or issues shall be of no force
or effect with respect to the registration of Registrable Securities being
effected in connection with such underwriting or similar agreement.


 


E-13

















 


EXHIBIT
F


TO


WARRANT
AGREEMENT


 


TAG
ALONG RIGHTS


 


As
used in this Exhibit F, “Permitted Holder” shall mean Global Aero
Logistics Inc.


 


With respect to any proposed
transfer, sale or other disposition (each, a “proposed transfer”) of
shares of the Company’s Common Stock by any Permitted Holder (the “seller”)
to a person other than a Subsidiary of the Company (such other person being
hereinafter referred to as the “proposed purchaser”), each Holder of
Warrants and Warrant Shares (in such capacity, a “Tag-Along Investor”)
shall have the right (the “Tag Along Right”) to require the proposed
purchaser to purchase all or any portion of such Tag-Along Investor’s Pro Rata
Allocation (as defined below) of the shares of Common Stock proposed to be
transferred simultaneously with consummating the proposed transfer.  A Tag-Along Investor’s “Pro Rata Allocation”
of the number of shares of Common Stock proposed to be transferred in any
proposed transfer shall equal the total number of shares of Common Stock
proposed to be transferred multiplied by a fraction the numerator of which is
the total number of Warrant Shares held by such Tag-Along Investor and the
denominator of which is the total aggregate number of Warrant Shares and shares
of Common Stock held by the Tag-Along Investors and the Permitted Holder (for
purposes of such calculation, all outstanding Warrants shall be deemed to have
been exercised).  Any shares purchased
from Tag-Along Investors shall be purchased at the same price per share and
upon the same terms and conditions as such proposed transfer by the seller, it
being agreed, however, that such terms and conditions shall not include the
making of any representations and warranties, indemnities or other similar
agreements other than representations and warranties with respect to title of
the Warrant Shares being sold and authority to sell such Warrant Shares and
indemnities related thereto.  The seller
proposing to sell shares of Common Stock shall, not less than 15 or more than
45 days prior to a proposed transfer, notify, or cause to be notified, each
Tag-Along Investor in writing of such proposed transfer.  Such notice (the “Transfer Notice” shall set
forth:  (i) the name of the seller
and the number of shares of Common Stock proposed to be transferred, (ii) the
name and address of the proposed purchaser, (iii) the proposed amount and
form of consideration and terms and conditions of payment offered by such
proposed purchaser, (iv) each Tag-Along Investor’s Pro Rata Allocation of
the shares proposed to be transferred and (v) that the proposed purchaser
has been informed of the Tag-Along Right provided for herein and has agreed to
purchase shares in accordance with the terms hereof.


 


The Tag-Along Right may be
exercised by any Tag-Along Investor by delivery of a written notice to the
Permitted Holder proposing to sell shares of Common Stock (the “Tag-Along
Notice”) within 10 days following its receipt of the Transfer Notice.  The Tag-Along Notice shall state the number
of Warrant Shares (the “Tag-Along Shares”) that such Tag-Along Investor
proposes to include in such transfer to the proposed purchaser, which number of
Tag-Along Shares shall not exceed such Tag-Along Investor’s Pro Rata Allocation
of the total shares of Common Stock proposed to be transferred.  Delivery of the Tag-Along Notice by any
Tag-Along Investor shall constitute an agreement by such Tag-Along Investor to
sell, on the terms and conditions specified in the Transfer Notice, the
Tag-Along Shares to the proposed purchaser specified in the Transfer
Notice.  In the event that the proposed
purchaser does not purchase the Tag-Along Shares from the Tag-Along Investors
on the same terms and conditions as specified in the Transfer Notice, then the
seller shall not be permitted to sell any shares of Common Stock to the
proposed purchaser in the proposed transfer. 
If no Tag-Along Notice is received during the 10 day period referred to
above, the seller shall have the right thereafter, prior to the expiration of
15 days from


 


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the date of the Transfer
Notice, to transfer the shares of Common Stock specified in the Transfer Notice
(or a portion thereof) on terms and conditions no more favorable than those
stated in the Transfer Notice.


 


Any transfer of an equity
interest of an entity that was formed for the purpose of acquiring shares of
Common Stock shall be deemed to be a transfer of such portion of the shares of
Common Stock owned by such entity as corresponds to the portion of the equity
of such entity that has been so transferred. 
The Company agrees not to effect any transfer of shares by any Permitted
Holder, and to instruct the transfer agent for the Common Stock not to effect
any such transfer of shares of Common Stock, until the Company and the transfer
agent have received evidence reasonably satisfactory to it that the Tag-Along
Right, if applicable to such transfer, has been complied with.


 


The foregoing provisions
shall not apply to a sale to the public pursuant to Rule 144 or an
effective registration statement under the Securities Act.


 


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