exv10w3



 






Exhibit 10.3




[FORM OF LOCK-UP AGREEMENT]




___________, 2005                    




BB&T Capital Markets, a Division of Scott & Stringfellow, Inc.

     As representative of the several Underwriters

909 East Main Street, 7th Floor

Richmond, VA 23218-1575




	 	 	 	 	 
	 

	 	Re:
	 	Global Logistics Acquisition Corporation Initial Public Offering –

Lock-up Letter Agreement






Dear Ladies and Gentlemen:




     This letter is being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting Agreement”) entered into by and between Global Logistics Acquisition Corporation, a
Delaware corporation (the “Company”), and BB&T Capital Markets, a Division of Scott & Stringfellow,
Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I
thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of
the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par
value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common
Stock (each, a “Warrant”). The capitalized terms set forth on Schedule 1 attached hereto are
hereby incorporated by reference herein.



     In order to induce the Company and the Underwriters to enter into the Underwriting Agreement
and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the
undersigned as a stockholder of the Company, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Representative that the undersigned will not publicly announce any intention to, will not authorize
any affiliate or subsidiary, if applicable, to, and will not, without the prior written consent of
the Representative on behalf of the Underwriters, directly or indirectly, (i) offer, pledge, or
sell, by contract, option, right or otherwise, any Insider Shares beneficially owned by the
undersigned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) or lend, grant or otherwise transfer or dispose of any such Insider Shares, or (ii) enter
into any swap or other agreement that transfers, in whole or in part, any of the economic
characteristics of ownership of such Insider Shares (whether any such transaction described in
clause (i) or (ii) above is to be settled by delivery of such Insider Shares, in cash or
otherwise), during the Lock-Up Period.



     Notwithstanding the foregoing, the undersigned may (i) transfer Insider Shares either during
such person’s lifetime or, on death, by bona fide gifts, will or intestacy to members of the
undersigned’s Immediate Family or to trusts exclusively for the benefit of members of the
undersigned’s Immediate Family, (ii) transfer Insider Shares pursuant to a qualified domestic
relations order, or (iii) transfer record ownership of the Insider Shares whereby there is no



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change in beneficial ownership; provided, however, that, prior to any such transfer, such
transferee executes an agreement, satisfactory to the Representative, pursuant to which such
transferee agrees to receive and hold such Insider Shares subject to the provisions hereof.




     The undersigned agrees that during the Lock-up Period the certificates representing such
Insider Shares owned by the undersigned shall bear the legends set forth Exhibit A attached
hereto.



     The undersigned acknowledges and understands that the Underwriters and the Company will rely
upon the agreements set forth herein in proceeding with the IPO. The undersigned agrees and
consents to the entry of stop transfer instructions with the Company’s transfer agent against the
transfer of Insider Shares except in compliance with the terms and conditions of this letter
agreement.



     This letter agreement shall be binding on the undersigned and such person’s respective
successors, heirs, personal representatives and assigns. This letter agreement shall terminate on
the Lock-Up Period Termination Date.



     This letter agreement shall be governed by and interpreted and construed in accordance with
the laws of the State of New York applicable to contracts formed and to be performed entirely
within the State of New York, without regard to the conflicts of law provisions thereof to the
extent such principles or rules would require or permit the application of the laws of another
jurisdiction.



     No term or provision of this letter agreement may be amended, changed, waived, altered or
modified except by written instrument executed and delivered by the party against whom such
amendment, change, waiver, alteration or modification is to be enforced.



[The Remainder of this Page is Intentionally Left Blank]





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	 	Sincerely,
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	(print name)






Accepted and agreed:




BB&T CAPITAL MARKETS, a Division of Scott & Stringfellow, Inc.




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:	 	 
	Title:	 	 






[Lock-up Agreement]





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Schedule 1




SUPPLEMENTAL COMMON DEFINITIONS




     Unless the context shall otherwise require, the following terms shall have the following
respective meanings for all purposes, and the following definitions are equally applicable to both
the singular and the plural forms and the feminine, masculine and neuter forms of the terms
defined.



     “Business Combination” shall mean the acquisition by the Company, whether by merger, capital
stock exchange, asset acquisition or other similar type of combination, of one or more operating
businesses in the transportation and logistics sector and related industries, having, collectively,
a fair market value (as calculated in accordance with the Company’s Amended and Restated
Certificate of Incorporation) of at least 80% of the Company’s net assets at the time of such
merger, capital stock exchange, asset acquisition or other similar type of combination.



     “Business Combination Date” shall mean the date upon which a Business Combination is
consummated, as conclusively established by a majority of the Independent Directors of the Company
immediately following a Business Combination.



     “Effective Date” shall mean the date upon which the Registration Statement is declared
effective under the Securities Act of 1933, as amended, by the SEC.



     “Immediate Family” shall mean, with respect to any person, such person’s spouse, lineal
descendents, father, mother, brothers or sisters (including any such relatives by adoption or
marriage).



     “Independent Directors” shall mean the Company’s directors that qualify as “independent” under
NASD Rule 4200(a)(15), as amended.



     “Insiders” shall mean all of the officers, directors and stockholders of the Company
immediately prior to the Company’s IPO.



     “Insider Shares” shall mean all shares of Common Stock of the Company owned by an Insider
immediately prior to the Company’s IPO. For the avoidance of doubt, Insider Shares shall not
include any IPO Shares purchased by Insiders in connection with or subsequent to the Company’s IPO.



     “IPO Shares” shall mean all shares of Common Stock issued by the Company in its IPO,
regardless of whether such shares were issued to an Insider or otherwise.



     “Lock-Up Period” shall mean the period commencing on (inclusive of such date) the Effective
Date and ending on the earlier of (i) the date that is six months immediately following the
Business Combination Date, or (ii) the Termination Date.



 









 





     “Lock-Up Period Termination Date” shall mean the close of business on the last day of the
Lock-Up Period.



     “Prospectus” shall mean the final prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, and included in the Registration Statement.



     “Registration Statement” shall mean the registration statement filed by the Company on Form
S-1 (No. 333-128591) with the SEC on September 26, 2005, and any amendment or supplement thereto,
in connection with the Company’s IPO.



     “SEC” shall mean the United States Securities and Exchange Commission.



     “Termination Date” shall mean the date that is sixty (60) calendar days immediately following
the Transaction Failure Date (inclusive thereof).



     “Transaction Failure” shall mean the earlier of (i) the failure to enter into a letter of
intent, definitive agreement or agreement in principle with respect to a Business Combination on
any day during the eighteenth-month period immediately following the Effective Date, and (ii) the
failure to consummate a Business Combination on any day during the twenty-four-month period
immediately following the Effective Date.



     “Transaction Failure Date” shall mean the date upon which a Transaction Failure occurs, as
conclusively established by a majority of the Independent Directors of the Company immediately
following a Transaction Failure.



     “Trust Fund” shall mean that certain trust account established with The Bank of New York and
in which the Company deposited the “offering proceeds to be held in trust”, as described in the
Prospectus.




 









 








Exhibit A




LOCK-UP LEGENDS




THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.




THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BY THE REGISTERED HOLDER
HEREOF NOT TO SELL SUCH SHARES UNTIL THE EARLIER OF 6 MONTHS AFTER THE DATE OF A BUSINESS
COMBINATION OR THE LIQUIDATION OF THE COMPANY.