exv10w4



 






Exhibit 10.4




[FORM OF STOCK TRANSFER AGENCY AGREEMENT]




 





STOCK TRANSFER AGENCY AGREEMENT




between




GLOBAL LOGISTICS ACQUISITION CORPORATION




and




THE BANK OF NEW YORK




Dated as of _________ __, 2005




ACCOUNT NUMBER(S)                                                             




 





 









 





STOCK TRANSFER AGENCY AGREEMENT




     AGREEMENT, made as of                      ___, 2005, by and between GLOBAL LOGISTICS ACQUISITION
CORPORATION, a corporation organized and existing under the laws of the State of Delaware
(hereinafter referred to as the “Customer”), and THE BANK OF NEW YORK, a New York trust company
(hereinafter referred to as the “Bank”).



W I T N E S S E T H:




     That for and in consideration of the mutual promises hereinafter set forth, the parties
hereto covenant and agree as follows:



ARTICLE I

DEFINITIONS




     Whenever used in this Agreement, the following words and phrases shall have the following
meanings:



     1. “Business Day” shall be deemed to be each day on which the Bank is open for business.



     2. “Certificate” shall mean any notice, instruction, or other instrument in writing,
authorized or required by this Agreement to be given to the Bank by the Customer which is signed by
any Officer, as hereinafter defined, and actually received by the Bank.



     3. “Officer” shall be deemed to be the Customer’s Chief Executive Officer, President,
Chief Financial Officer, any Vice President, the Secretary, the Treasurer, the Controller, any
Assistant Treasurer, and any Assistant Secretary duly authorized by the Board of Directors of the
Customer to execute any Certificate, instruction, notice or other instrument on behalf of the
Customer and named in a Certificate, as such Certificate may be amended from time to time.



     4. “Shares” shall mean all or any part of each class of the shares of capital stock of
the Customer which from time to time are authorized and/or issued by the Customer and identified in
a Certificate of the Secretary of the Customer under corporate seal, as such Certificate may be
amended from time to time, with respect to which the Bank is to act hereunder.



ARTICLE II

APPOINTMENT OF BANK




     1. The Customer hereby constitutes and appoints the Bank as its agent to perform the
services described herein and as more particularly described in Schedule I attached hereto (the
“Services”), and the Bank hereby accepts appointment as such agent and agrees to perform the
Services in accordance with the terms hereinafter set forth.




	 	2.	 	In connection with such appointment, the Customer shall deliver the following
documents to the Bank:
	 
	 	(a)	 	A certified copy of the Certificate of Incorporation or other document evidencing the
Customer’s form of organization (the “Charter”) and all amendments thereto;
	 
	 	(b)	 	A certified copy of the By-Laws of the Customer;
	 
	 	(c)	 	A certified copy of a resolution of the Board of Directors of the Customer appointing
the Bank to perform the Services and authorizing the execution and delivery of this
Agreement;
	 
	 	(d)	 	A Certificate signed by the Secretary of the Customer specifying: the number of
authorized Shares, the number of such authorized Shares issued and currently outstanding,
and the names and specimen signatures of all persons duly authorized by the Board of
Directors of the Customer to execute any Certificate on behalf of the Customer, as such
Certificate may be amended from time to time;
	 
	 	(e)	 	A Specimen Share certificate for each class of Shares in the form approved by the
Board of Directors of the Customer, together with a Certificate signed by the Secretary of
the Customer as to such approval and covenanting to supply a new such Certificate and
specimen whenever such form shall change;
	 
	 	(f)	 	An opinion of counsel for the Customer, in a form reasonably satisfactory to the Bank,
with respect to (i) the validity of the authorized and outstanding Shares, (ii) the
obtaining of all governmental consents, if necessary (iii) whether such Shares are fully
paid and non-assessable, and (iv) the status of such Shares under the Securities Act of
1933, as amended, and any other applicable law or regulation (i.e., if subject to
registration, that they have




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	 	 	 	been registered and that the Registration Statement has become effective or, if exempt,
the specific grounds therefor), or, in the alternative, a letter from counsel for the
Customer, in a form reasonably satisfactory to the Bank, permitting reliance upon a
previously issued opinion of such counsel with respect to such matters;
	 
	 	(g)	 	A list of the name, address, social security or taxpayer identification number of each
Shareholder, number of Shares owned, certificate numbers, and whether any “stops” have
been placed; and
	 
	 	(h)	 	An opinion of counsel for the Customer, in a form reasonably satisfactory to the Bank,
with respect to the due authorization by the Customer and the validity and effectiveness
of the use of facsimile signatures by the Bank in connection with the countersigning and
registering of Share certificates of the Customer.
	 
	 	(i)	 	Customer acknowledges that the Bank is subject to the customer identification program
requirements under the USA PATRIOT Act and its implementing regulations, and that the Bank
must obtain, verify and record information that allows the Bank to identify Customer.
Accordingly, prior to opening an Account hereunder the Bank may request information
(including but not limited to the Customer’s name, physical address, tax identification
number and other information) that will help the Bank to identify the organization such as
organizational documents, certificate of good standing, license to do business, or any
other information that will allow the Bank to identify Customer. Customer agrees that the
Bank cannot open an Account hereunder unless and until the Bank verifies Customer’s
identity in accordance with its Customer Identification Program.





     3. The Customer shall furnish the Bank with a sufficient supply of blank Share
certificates and from time to time will renew such supply upon request of the Bank. Such blank
Share certificates shall be properly signed, by facsimile or otherwise, by Officers of the Customer
authorized by law or by the By-Laws to sign Share certificates, and, if required, shall bear the
corporate seal or a facsimile thereof.



ARTICLE III

AUTHORIZATION AND ISSUANCE OF SHARES




     1. The Customer shall deliver to the Bank the following documents on or before the
effective date of any increase, decrease or other change in the total number of Shares authorized
to be issued:




	 	(a)	 	A certified copy of the amendment to the Charter giving effect to such increase,
decrease or change;
	 
	 	(b)	 	In the case of an increase, if the appointment of the Bank was theretofore expressly
limited, a certified copy of a resolution of the Board of Directors of the Customer
increasing the authority of the Bank.





     2. Prior to the public offering of Shares or the issuance of a material number of
additional Shares pursuant to stock dividends or stock splits, and prior to a material reduction in
the number of Shares outstanding, the Customer shall deliver the following documents to the Bank:




	 	(a)	 	A certified copy of the resolutions adopted by the Board of Directors and/or the
shareholders of the Customer authorizing such issuance of additional Shares of the
Customer or such reduction, as the case may be;
	 
	 	(b)	 	A certified copy of the order or consent of each governmental or regulatory authority
required by law as a prerequisite to the issuance or reduction of such Shares, as the case
may be, and an opinion of counsel for the Customer that no other order or consent is
required; and
	 
	 	(c)	 	In the case of the public offering of Shares, an opinion of counsel for the Customer,
in a form reasonably satisfactory to the Bank, with respect to (i) the validity of the
authorized and outstanding Shares, (ii) the obtaining of all governmental consents, if
necessary (iii) whether such Shares are fully paid and non-assessable, and (iv) the status
of such Shares under the Securities Act of 1933, as amended, and any other applicable law
or regulation (i.e., if subject to registration, that they have been registered
and that the Registration Statement has become effective or, if exempt, the specific
grounds therefor), or, in the alternative, a letter from counsel for the Customer, in a
form reasonably satisfactory to the Bank, permitting reliance upon a previously issued
opinion of such counsel with respect to such matters;





ARTICLE IV

RECAPITALIZATION OR CAPITAL ADJUSTMENT




     1. In the case of any negative stock split, recapitalization or other capital adjustment
requiring a change in the form of Share certificates, the Bank will issue Share certificates in the
new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon
receiving:



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	 	(a)	 	A Certificate authorizing the issuance of Share certificates in the new form;
	 
	 	(b)	 	A certified copy of any amendment to the Charter with respect to the change;
	 
	 	(c)	 	Specimen Share certificates for each class of Shares in the new form approved by the
Board of Directors of the Customer, with a Certificate signed by the Secretary of the
Customer as to such approval;
	 
	 	(d)	 	A certified copy of the order or consent of each governmental or regulatory authority
required by law as a prerequisite to the issuance of the Shares in the new form, and an
opinion of counsel for the Customer that the order or consent of no other governmental or
regulatory authority is required; and





     2. The Customer shall furnish the Bank with a sufficient supply of blank Share
certificates in the new form, and from time to time will replenish such supply upon the request of
the Bank. Such blank Share certificates shall be properly signed, by facsimile or otherwise, by
Officers of the Customer authorized by law or by the By-Laws to sign Share certificates and, if
required, shall bear the corporate seal or a facsimile thereof.



ARTICLE V

ISSUANCE AND TRANSFER OF SHARES




     1. The Bank will countersign and issue Share certificates upon receipt of a Certificate
from an Officer, but shall not be required to issue Share certificates after it has received from
an appropriate federal or state authority written notification that the sale of Shares has been
suspended or discontinued, and the Bank shall be entitled to rely upon such written notification.
The Bank shall not be responsible for the payment of any original issue or other taxes required to
be paid by the Customer in connection with the issuance of any Shares.



     2. Shares will be transferred upon presentation to the Bank of Share certificates in form
deemed by the Bank properly endorsed for transfer, accompanied by such documents as the Bank deems
necessary to evidence the authority of the person making such transfer, and bearing satisfactory
evidence of the payment of applicable stock transfer taxes. In the case of small estates where no
administration is contemplated, the Bank may, when furnished with an appropriate surety bond, and
without further approval of the Customer, transfer Shares registered in the name of the decedent
where the current market value of the Shares being transferred does not exceed such amount as may
from time to time be prescribed by the various states. The Bank reserves the right to refuse to
transfer Shares until it is satisfied that the endorsements on Share certificates are valid and
genuine, and for that purpose it may require, unless otherwise instructed by an Officer of the
Customer, a guaranty of signature by an “eligible guarantor institution” meeting the requirements
of the Bank, which requirements include membership or participation in STAMP or such other
“signature guarantee program” as may be determined by the Bank in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The Bank also
reserves the right to refuse to transfer Shares until it is satisfied that the requested transfer
is legally authorized, and it shall incur no liability for the refusal in good faith to make
transfers which the Bank, in its judgment, deems improper or unauthorized, or until it is satisfied
that there is no basis to any claims adverse to such transfer. The Bank may, in effecting transfers
of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary
Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time,
applicable to the transfer of securities, and the Customer shall indemnify the Bank for any act
done or omitted by it in good faith in reasonable reliance upon such laws.



     3. All certificates representing Shares that are subject to restrictions on transfer
(e.g., securities acquired pursuant to an investment representation, securities held by
controlling persons, securities subject to stockholders’ agreement, etc.), shall be stamped with a
legend describing the extent and conditions of the restrictions or referring to the source of such
restrictions. The Bank assumes no responsibility with respect to the transfer of restricted
securities where counsel for the Customer advises that such transfer may be properly effected.



ARTICLE VI

DIVIDENDS AND DISTRIBUTIONS




     1. The Customer shall furnish to the Bank a copy of a resolution of its Board of
Directors, certified by the Secretary or any Assistant Secretary, either (i) setting forth the date
of the declaration of a dividend or distribution, the date of accrual or payment, as the case may
be, the record date as of which shareholders entitled to payment, or accrual, as the case may be,
shall be determined, the amount per Share of such dividend or distribution, the payment date on
which all previously accrued and unpaid dividends are to be paid, and the total amount, if any,
payable to the Bank on such payment date, or (ii) authorizing the declaration of dividends and
distributions on a periodic basis and authorizing the Bank to rely on a Certificate setting forth
the information described in subsection (i) of this paragraph.



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     2. Prior to the payment date specified in such Certificate or resolution, as the case may
be, the Customer shall, in the case of a cash dividend or distribution, pay to the Bank an amount
of cash, sufficient for the Bank to make the payment, specified in such Certificate or resolution,
to the shareholders of record as of such payment date. The Bank will, upon receipt of any such
cash, (i) in the case of shareholders who are participants in a dividend reinvestment and/or cash
purchase plan of the Customer, reinvest such cash dividends or distributions in accordance with the
terms of such plan, and (ii) in the case of shareholders who are not participants in any such plan,
make payment of such cash dividends or distributions to the shareholders of record as of the record
date by mailing a check, payable to the registered shareholder, to the address of record or
dividend mailing address. The Bank shall not be liable for any improper payment made in accordance
with a Certificate or resolution described in the preceding paragraph. If the Bank shall not
receive sufficient cash prior to the payment date to make payments of any cash dividend or
distribution pursuant to subsections (i) and (ii) above to all shareholders of the Customer as of
the record date, the Bank shall, upon notifying the Customer, withhold payment to all shareholders
of the Customer as of the record date until sufficient cash is provided to the Bank.



     3. It is understood that the Bank shall in no way be responsible for the determination of
the rate or form of dividends or distributions due to the shareholders.



     4. It is understood that the Bank shall file such appropriate information returns
concerning the payment of dividends and distributions with the proper federal, state and local
authorities as are required by law to be filed by the Customer but shall in no way be responsible
for the collection or withholding of taxes due on such dividends or distributions due to
shareholders, except and only to the extent required of it by applicable law.



ARTICLE VII

CONCERNING THE CUSTOMER




     1. The Customer shall promptly deliver to the Bank written notice of any change in the
Officers authorized to sign Share certificates, Certificates, notifications or requests, together
with a specimen signature of each new Officer. In the event any Officer who shall have signed
manually or whose facsimile signature shall have been affixed to blank Share certificates shall
die, resign or be removed prior to issuance of such Share certificates, the Bank may issue such
Share certificates as the Share certificates of the Customer notwithstanding such death,
resignation or removal, and the Customer shall promptly deliver to the Bank such approvals,
adoptions or ratifications as may be required by law.



     2. Each copy of the Charter of the Customer and copies of all amendments thereto, in each
case, provided to the Bank pursuant to this Agreement, shall be certified by the Secretary of State
(or other appropriate official) of the state of incorporation, and to the extent applicable, any
other official body under law. Each copy of the By-Laws and copies of all amendments thereto, and
copies of resolutions of the Board of Directors of the Customer, in each case, provided to the Bank
pursuant to this Agreement, shall be certified by the Secretary or an Assistant Secretary of the
Customer under the corporate seal.



     3. Customer hereby represents and warrants:




	 	(a)	 	It is a corporation duly organized and validly existing under the laws of the State of
Delaware.
	 
	 	(b)	 	This Agreement has been duly authorized, executed and delivered on its behalf and
constitutes the legal, valid and binding obligation of Customer. The execution, delivery
and performance of this Agreement by Customer do not and will not violate any applicable
law or regulation and do not require the consent of any governmental or other regulatory
body except for such consents and approvals as have been obtained and are in full force
and effect.





ARTICLE VIII

CONCERNING THE BANK




     1. The Bank shall not be liable and shall be fully protected in acting upon any oral
instruction, writing or document reasonably believed by it to be genuine and to have been given,
signed or made by the proper person or persons and shall not be held to have any notice of any
change of authority of any person until receipt of written notice thereof from an Officer of the
Customer. It shall also be protected in processing Share certificates which it reasonably believes
to bear the proper manual or facsimile signatures of the duly authorized Officer or Officers of the
Customer and the proper countersignature of the Bank.



     2. The Bank may establish such additional procedures, rules and regulations governing the
transfer or registration of Share certificates as it may deem advisable and consistent with such
rules and regulations generally adopted by bank transfer agents.



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     3. The Bank may keep such records as it deems advisable but not inconsistent with
resolutions adopted by the Board of Directors of the Customer. The Bank may deliver to the Customer
from time to time at its discretion, for safekeeping or disposition by the Customer in accordance
with law, such records, papers, Share certificates which have been cancelled in transfer or
exchange and other documents accumulated in the execution of its duties hereunder as the Bank may
deem expedient, other than those which the Bank is itself required to maintain pursuant to
applicable laws and regulations, and the Customer shall assume all responsibility for any failure
thereafter to produce any record, paper, cancelled Share certificate or other document so returned,
if and when required. The records maintained by the Bank pursuant to this paragraph which have not
been previously delivered to the Customer pursuant to the foregoing provisions of this paragraph
shall be considered to be the property of the Customer, shall be made available upon request for
inspection by the Officers, employees and auditors of the Customer, and shall be delivered to the
Customer upon request and in any event upon the date of termination of this Agreement, as specified
in Article IX of this Agreement, in the form and manner kept by the Bank on such date of
termination or such earlier date as may be requested by the Customer.



     4. The Bank may employ agents or attorneys-in-fact at the expense of the Customer, and
shall not be liable for any loss or expense arising out of, or in connection with, the actions or
omissions to act of its agents or attorneys-in-fact, so long as the Bank acts in good faith and
without negligence or willful misconduct in connection with the selection of such agents or
attorneys-in-fact; provided, that this provision shall not permit the Bank to assign all or
substantially all of its primary record-keeping responsibilities hereunder to any third party
provider without the Customer’s prior written consent.



     5. The Bank shall only be liable for any loss or damage arising out of its own negligence
or willful misconduct; provided, however, that the Bank shall not be liable for any
indirect, special, punitive or consequential damages.



     6. The Customer shall indemnify and hold harmless the Bank from and against any and all
claims (whether with or without basis in fact or law), costs, demands, expenses and liabilities,
including reasonable attorney’s fees, which the Bank may sustain or incur or which may be asserted
against the Bank except for any liability which the Bank has assumed hereunder. The Bank shall be
deemed not to have acted with negligence and not to have engaged in willful misconduct by reason of
or as a result of any action taken or omitted to be taken by the Bank without its own negligence or
willful misconduct in reasonable reliance upon (i) any provision of this Agreement, (ii) any
instrument, order or Share certificate reasonably believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized Officer of the Customer, (iii) any Certificate or
other instructions of an Officer, (iv) any opinion of legal counsel for the Customer or the Bank,
or (v) any applicable law, act, regulation or any interpretation of the same (as supported by an
opinion of counsel to the Bank or the written procedures of the Bank, which have been previously
provided to the Customer or otherwise been made available for the Customer’s review) even though
such law, act, or regulation may thereafter have been altered, changed, amended or repealed.
Nothing contained herein shall limit or in any way impair the right of the Bank to indemnification
under any other provision of this Agreement.



     7. Specifically, but not by way of limitation, the Customer shall indemnify and hold
harmless the Bank from and against any and all claims (whether with or without basis in fact or
law), costs, demands, expenses and liabilities, including reasonable attorney’s fees, of any and
every nature which the Bank may sustain or incur or which may be asserted against the Bank in
connection with the genuineness of a Share certificate, the Bank’s due authorization by the
Customer to issue Shares and the form and amount of authorized Shares.



     8. The Bank shall not incur any liability hereunder if by reason of any act of God or war
or other extraordinary circumstances beyond its control, it, or its employees, officers or
directors shall be prevented, delayed or forbidden from, or be subject to any civil or criminal
penalty on account of, doing or performing any act or thing which by the terms of this Agreement it
is provided shall be done or performed or by reason of any nonperformance or delay, caused as
aforesaid, in the performance of any act or thing which by the terms of this Agreement it is
provided shall or may be done or performed.



     9. At any time the Bank may apply to an Officer of the Customer for written instructions
with respect to any matter arising in connection with the Bank’s duties and obligations under this
Agreement, and the Bank shall not be liable for any action taken or omitted to be taken by the Bank
in good faith in accordance with such instructions. Such application by the Bank for instructions
from an Officer of the Customer may, at the option of the Bank, set forth in writing any action
proposed to be taken or omitted to be taken by the Bank with respect to its duties or obligations
under this Agreement and the date on and/or after which such action shall be taken, and the Bank
shall not be liable for any action taken or omitted to be taken in accordance with a proposal
included in any such application on or after the date specified therein unless, prior to taking or
omitting to take any such action, the Bank has received written instructions in response to such
application specifying the action to be taken or omitted. The Bank may consult counsel to the
Customer or its own counsel, at the expense of the Customer, and shall be fully protected with
respect to anything done or omitted by it in good faith in accordance with the advice or opinion of
such counsel.



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     10. When mail is used for delivery of non-negotiable Share certificates, the value of
which does not exceed the limits of the Bank’s Blanket Bond, the Bank shall send such
non-negotiable Share certificates by first class mail, and such deliveries will be covered while in
transit by the Bank’s Blanket Bond. Non-negotiable Share certificates, the value of which exceed
the limits of the Bank’s Blanket Bond, will be sent by insured registered mail. Negotiable Share
certificates will be sent by insured registered mail. The Bank shall advise the Customer of any
Share certificates returned as undeliverable after being mailed as herein provided for.



     11. The Bank may issue new Share certificates in place of Share certificates represented
to have been lost, stolen or destroyed upon receiving instructions in writing from an Officer and
indemnity satisfactory to the Bank. Such instructions from the Customer shall be in such form as
approved by the Board of Directors of the Customer in accordance with applicable law or the By-Laws
of the Customer governing such matters. If the Bank receives written notification from the owner of
the lost, stolen or destroyed Share certificate within a reasonable time after he has notice of it,
the Bank shall promptly notify the Customer and shall act pursuant to written instructions signed
by an Officer. If the Customer receives such written notification from the owner of the lost,
stolen or destroyed Share certificate within a reasonable time after he has notice of it, the
Customer shall promptly notify the Bank and the Bank shall act pursuant to written instructions
signed by an Officer. The Bank shall not be liable for any act done or omitted by it pursuant to
the written instructions described herein. The Bank may issue new Share certificates in exchange
for, and upon surrender of, mutilated Share certificates.



     12. The Bank will issue and mail subscription warrants for Shares, Shares representing
stock dividends, exchanges or splits, or act as conversion agent upon receiving written
instructions from an Officer and such other documents as the Bank may deem necessary.



     13. The Bank will supply shareholder lists to the Customer from time to time upon
receiving a request therefor from an Officer of the Customer.



     14. In case of any requests or demands for the inspection of the shareholder records of
the Customer, the Bank will notify the Customer and endeavor to secure instructions from an Officer
as to such inspection. The Bank reserves the right, however, to exhibit the shareholder records to
any person whenever it is advised by its counsel that there is a reasonable likelihood that the
Bank will be held liable for the failure to exhibit the shareholder records to such person.



     15. At the request of an Officer, the Bank will address and mail such appropriate notices
to shareholders as the Customer may direct.



     16. Notwithstanding any provisions of this Agreement to the contrary, the Bank shall be
under no duty or obligation to inquire into, and shall not be liable for:




	 	(a)	 	The legality of the issue, sale or transfer of any Shares, the sufficiency of the
amount to be received in connection therewith, or the authority of the Customer to request
such issuance, sale or transfer;
	 
	 	(b)	 	The legality of the purchase of any Shares, the sufficiency of the amount to be paid
in connection therewith, or the authority of the Customer to request such purchase;
	 
	 	(c)	 	The legality of the declaration of any dividend by the Customer, or the legality of
the issue of any Shares in payment of any stock dividend; or
	 
	 	(d)	 	The legality of any recapitalization or readjustment of the Shares.





     17. The Bank shall be entitled to receive and the Customer hereby agrees to pay to the
Bank for its performance hereunder (i) out-of-pocket expenses (including reasonable legal fees and
expenses) incurred in connection with the execution of this Agreement and its performance
hereunder, and (ii) the compensation for services as set forth in Schedule I.



     18. The Bank shall not be responsible for any money, whether or not represented by any
check, draft or other instrument for the payment of money, received by it on behalf of the
Customer, until the Bank actually receives and collects such funds.



     19. The Bank shall have no duties or responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement, and no covenant or obligation
shall be implied against the Bank in connection with this Agreement.



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ARTICLE IX

TERMINATION




     Either of the parties hereto may terminate this Agreement by giving to the other party a
notice in writing specifying the date of such termination, which shall be not less than 60 days
after the date of receipt of such notice. In the event such notice is given by the Customer, it
shall be accompanied by a copy of a resolution of the Board of Directors of the Customer, certified
by its Secretary, electing to terminate this Agreement and designating a successor transfer agent
or transfer agents. In the event such notice is given by the Bank, the Customer shall, on or before
the termination date, deliver to the Bank a copy of a resolution of its Board of Directors
certified by its Secretary designating a successor transfer agent or transfer agents. In the
absence of such designation by the Customer, the Bank may designate a successor transfer agent. If
the Customer fails to designate a successor transfer agent and if the Bank is unable to find a
successor transfer agent, the Customer shall, upon the date specified in the notice of termination
of this Agreement and delivery of the records maintained hereunder, be deemed to be its own
transfer agent and the Bank shall thereafter be relieved of all duties and responsibilities
hereunder. Upon termination hereof, the Customer shall pay to the Bank such compensation as may be
due to the Bank as of the date of such termination, and shall reimburse the Bank for any
disbursements and expenses made or incurred by the Bank and payable or reimbursable hereunder.



ARTICLE X

MISCELLANEOUS




     1. The indemnities contained herein shall be continuing obligations of the Customer, its
successors and assigns, notwithstanding the termination of this Agreement.



     2. Any notice or other instrument in writing, authorized or required by this Agreement to
be given to the Customer shall be sufficiently given if addressed to the Customer and mailed or
delivered to it at 330 Madison Avenue, Sixth Floor, New York, NY 10017, or at such other place as
the Customer may from time to time designate in writing.



     3. Any notice or other instrument in writing, authorized or required by this Agreement to
be given to the Bank shall be sufficiently given if addressed to the Bank and mailed or delivered
to it at its office at 101 Barclay Street (11E), New York, New York 10286, Attn: Stock Transfer
Administration or at such other place as the Bank may from time to time designate in writing.



     4. This Agreement may not be amended or modified in any manner except by a written
agreement duly authorized and executed by both parties. Any duly authorized Officer may amend any
Certificate naming Officers authorized to execute and deliver Certificates, instructions, notices
or other instruments, and the Secretary or any Assistant Secretary may amend any Certificate
listing the Shares.



     5. This Agreement shall extend to and shall be binding upon the parties hereto and their
respective successors and assigns; provided, however, that this Agreement shall not
be assignable by either party without the prior written consent of the other party, and
provided, further, that any reorganization, merger, consolidation, or sale of
assets, by the Bank shall not be deemed to constitute an assignment of this Agreement.



     6. This Agreement shall be governed by and interpreted and construed in accordance with
the laws of the State of New York applicable to contracts formed and to be performed entirely
within the State of New York, without regard to the conflicts of law provisions thereof to the
extent such principles or rules would require or permit the application of laws of another
jurisdiction. The parties agree that, all actions and proceedings arising out of this Agreement or
any of the transactions contemplated hereby, shall be brought in the United States District Court
for the Southern District of New York or in a New York State Court in the County of New York and
that, in connection with any such action or proceeding, submit to the jurisdiction of, and venue
in, such court. Each of the parties hereto also irrevocably waives all right to trial by jury in
any action, proceeding or counterclaim arising out of this Agreement or the transactions
contemplated hereby.



     7. This Agreement may be executed in any number of counterparts each of which shall be
deemed to be an original; but such counterparts, together, shall constitute only one instrument.



     8. The provisions of this Agreement are intended to benefit only the Bank and the
Customer, and no rights shall be granted to any other person by virtue of this Agreement.



[Remainder of Page Intentionally Left Blank]




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective corporate officers, thereunto duly authorized and their respective corporate seals to be
hereunto affixed, as of the day and year first above written.



	 	 	 	 	 	 	 
	Attest:	 	 	 	GLOBAL LOGISTICS ACQUISITION CORPORATION
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 


	 	 
	 	Name:
	 	 

	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Attest:	 	 	 	THE BANK OF NEW YORK
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 


	 	 
	 	Name:
	 	 

	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 





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SCHEDULE I