exv4w4



 






Exhibit 4.4




[FORM OF WARRANT AGREEMENT]




WARRANT AGREEMENT




COMMON STOCK WARRANT AGREEMENT




dated as of ______ __, 2005




between




GLOBAL LOGISTICS ACQUISITION CORPORATION




and




THE BANK OF NEW YORK, as Warrant Agent




Common Stock Warrants




Expiring ______ __, 2010




1









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Article I:

	 	Issuance of Warrants and Form, Execution, Deliver and Registration of Warrant Certificates
	 	 	3	 
	Article II:

	 	Exercise Price, Duration and Exercise of Warrants
	 	 	6	 
	Article III:

	 	Other Provisions Relating to Rights of Holders and Beneficial Owners of Warrants
	 	 	8	 
	Article IV:

	 	Redemption of Warrants
	 	 	9	 
	Article V:

	 	Concerning the Warrant Agent
	 	 	9	 
	Article VI:

	 	Miscellaneous
	 	 	11	 






2









 






COMMON STOCK WARRANT AGREEMENT




     COMMON STOCK WARRANT AGREEMENT, dated as of ___, 2005 (as modified, amended or
supplemented, this “Agreement”), between GLOBAL LOGISTICS ACQUISITION CORPORATION, a Delaware
corporation (the “Company”) and THE BANK OF NEW YORK, a New York trust company, as Warrant Agent
(the “Warrant Agent”).



W I T N E S S E T H:




     WHEREAS, the Company proposes to sell units (the “Units”) consisting of one share of the
Company’s common stock, par value $.0001 per share (each, a “Share”) and one warrant (each, a
“Warrant”), each of which represents the right to purchase one Share. The Warrants will be
evidenced by warrant certificates issued pursuant to this Agreement being herein called (the
“Warrant Certificates”); and



     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing so to act, in connection with the issuance, transfer, exchange, exercise
and cancellation of the Warrants, and the Company wishes to set forth in this Agreement, among
other things, the provisions of the Warrants, the form of the Warrant Certificates evidencing the
Warrants and the terms and conditions upon which the Warrants may be issued, transferred,
exchanged, exercised and canceled.



     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and
agreements contained herein, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties
agree as follows:



ARTICLE I




ISSUANCE OF WARRANTS AND FORM, EXECUTION,

DELIVERY AND REGISTRATION OF WARRANT CERTIFICATES




     SECTION 1.01. Issuance of Warrants. Each Warrant shall represent the right,
subject to the provisions contained herein and therein, to purchase one Share at the Exercise Price
set forth in Section 2.01. One Warrant shall be issued together with one Share as part of a single
Unit, and shall not be separately transferable before 20 days after the earlier of the expiration
of the over-allotment option (as defined in Section 1.2.1 of the Underwriting Agreement entered
into by and between the Company and BB&T Capital Markets, a Division of Scott & Stringfellow, Inc.,
as representative of the underwriters identified on Schedule I thereto (collectively, the
“Underwriters”), the “Over-allotment Option”) and the exercise in full by the Underwriters of such
Over-allotment Option; provided, however, that in no event shall such Warrants or
Shares be separately transferable before the date on which the Company files an audited balance
sheet reflecting receipt of the gross proceeds of the initial public offering of Units (such date
of transferability, the “Detachment Date”); provided, further, that the Company
shall provide the Warrant Agent with notice of such Detachment Date. All of the Warrants shall
initially be represented by one or more Book-Entry certificates (each, a “Book-Entry Warrant
Certificate”). Each Warrant Certificate included in such Unit shall evidence one Warrant.



     SECTION 1.02. Form, Execution and Delivery of Warrant Certificates. (a) One or
more Warrant Certificates evidencing Warrants to purchase not more than 11,500,000 Shares (except
as provided in Sections 1.03, 1.04 and 2.03(e)) may be executed by the Company and delivered to the
Warrant Agent upon the execution of this Agreement or from time to time thereafter.



     (b) Each Warrant Certificate, whenever issued, shall be in registered form substantially
in the form set forth in Exhibit A hereto, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Agreement. Each Book-Entry
Warrant Certificate shall bear such legend or legends as may be required by the Depository (as
defined below) in order for it to accept the Warrants for its book-entry settlement system. Each
Warrant Certificate shall be printed, lithographed, typewritten, mimeographed or engraved or
otherwise reproduced in any other manner as may be approved by the officers executing the same
(such execution to be conclusive evidence of such approval) and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements printed, lithographed
or engraved thereon as the officers of the Company executing the same may approve (such execution
to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any law or with any rule or regulation made
pursuant thereto, or with any regulation of any stock exchange or electronic market on which the
Units, Shares or Warrants may be listed, or to conform to usage. Each Warrant Certificate shall be
signed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President,
Chief Financial Officer or any Vice President. The signature of any such officer on any Warrant
Certificate may be manual or facsimile. Each Warrant



3









 







Certificate, when so signed on behalf of the Company, shall be delivered to the Warrant Agent
together with an order for the countersignature and delivery of such Warrants.



     (c) The Warrant Agent shall, upon receipt of any Warrant Certificate duly executed on
behalf of the Company, countersign such Warrant Certificate and deliver such Warrant Certificate to
or upon the order of the Company. Each Warrant Certificate shall be dated the date of its
countersignature.



     (d) No Warrant Certificate shall be entitled to any benefit under this Agreement or be
valid or obligatory for any purpose, and no Warrant evidenced thereby may be exercised, unless such
Warrant Certificate has been countersigned by the manual or facsimile signature of the Warrant
Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company
shall be conclusive evidence that such Warrant Certificate has been duly issued under the terms of
this Agreement.



     (e) If any officer of the Company who has signed any Warrant Certificate either manually
or by facsimile signature shall cease to be such officer before such Warrant Certificate shall have
been countersigned and delivered by the Warrant Agent, such Warrant Certificate nevertheless may be
countersigned and delivered as though the person who signed such Warrant Certificate had not ceased
to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the
Company by such persons as, at the actual date of the execution of such Warrant Certificate, shall
be the proper officers of the Company as specified in this Section 1.02, regardless of whether at
the date of the execution of this Agreement any such person was such officer.



     (f) The Holders (as defined in Section 1.06 below) shall, except as stated below with
respect to Warrants evidenced by a Book-Entry Warrant Certificate, be entitled to receive Warrants
in physical, certificated form.



     (g) A Book-Entry Warrant Certificate may be exchanged for a new Book-Entry Warrant
Certificate, or one or more new Book-Entry Warrant Certificates may be issued, to reflect the
issuance by the Company of additional Warrants. To effect such an exchange, the Company shall
deliver to the Warrant Agent one or more new Book-Entry Warrant Certificates duly executed on
behalf of the Company as provided in this Section 1.02. The Warrant Agent shall authenticate each
new Book-Entry Warrant Certificate as provided in this Section 1.02 and shall deliver each new
Book-Entry Warrant Certificate to the Depository. The Warrant Agent shall cancel each Book-Entry
Warrant Certificate delivered to it by the Depository in exchange for each new Book-Entry Warrant
Certificate it delivers to the Depository.



     SECTION 1.03. Transfer of Warrants. (a) All of the Warrants shall initially be
represented by one or more Book-Entry Warrant Certificates deposited with the Depository Trust
Company (the “Depository”) and registered in the name of Cede & Co., a nominee of the Depository.
Except as provided for in Section 1.03(b) hereof, no person acquiring Warrants with book-entry
settlement through the Depository shall receive or be entitled to receive physical delivery of
definitive Warrant Certificates evidencing such Warrants. Ownership of beneficial interests in the
Warrants shall be shown on, and the transfer of such ownership shall be effected through, records
maintained by (i) the Depository or its nominee for each Book-Entry Warrant Certificate, or (ii)
institutions that have accounts with the Depository (such institution, with respect to a Warrant in
its account, a “Participant”).



     (b) If the Depository subsequently ceases to make its book-entry settlement system
available for the Warrants, the Company may instruct the Warrant Agent regarding making other
arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it
is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall
provide written instructions to the Depository to deliver to the Warrant Agent for cancellation
each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to
the Depository definitive Warrant Certificates in physical form evidencing such Warrants. Such
definitive Warrant Certificates shall be in the form annexed hereto as Exhibit A with
appropriate insertions, modifications and omissions, as provided above.



     (c) Prior to the Detachment Date, Warrants may be transferred or exchanged only together
with the Unit in which such Warrant is included, and only for the purpose of effecting, or in
conjunction with, a transfer or exchange of such Unit. Furthermore, prior to the Detachment Date,
each transfer of a Unit on the register relating to such Units shall operate also to transfer the
Warrant included in such Unit. From and after the Detachment Date, this Section 1.03(c) shall be of
no further force and effect.



     (d) A Warrant Certificate may be transferred at the option of the Holder thereof upon
surrender of such Warrant Certificate at the stock transfer division of the Warrant Agent, properly
endorsed or accompanied by appropriate instruments of transfer and written instructions for
transfer, all in form satisfactory to the Company and the Warrant Agent; provided,
however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate,
each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to
another nominee of the Depository, to a successor depository, or to a nominee of a successor
depository. Upon any such registration of transfer, the Company shall execute, and



4









 







the Warrant Agent shall countersign and deliver, as provided in Section 1.02, in the name of
the designated transferee a new Warrant Certificate or Warrant Certificates of any authorized
denomination evidencing in the aggregate a like number of unexercised Warrants.



     (e) After the Detachment Date, upon surrender at the stock transfer division of the
Warrant Agent, properly endorsed or accompanied by appropriate instruments of transfer and written
instructions for such exchange, all in form satisfactory to the Company and the Warrant Agent, one
or more Warrant Certificates may be exchanged for one or more Warrant Certificates in any other
authorized denominations; provided, that such new Warrant Certificate(s) evidence the same
aggregate number of Warrants as the Warrant Certificate(s) so surrendered. Upon any such surrender
for exchange, the Company shall execute, and the Warrant Agent shall countersign and deliver, as
provided in Section 1.02, in the name of the Holder of such Warrant Certificates, the new Warrant
Certificates.



     (f) The Warrant Agent shall keep, at its stock transfer division, books in which, subject
to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in
accordance with Section 1.02 and transfers, exchanges, exercises and cancellations of outstanding
Warrant Certificates. Whenever any Warrant Certificates are surrendered for transfer or exchange in
accordance with this Section 1.03, an authorized officer of the Warrant Agent shall countersign and
deliver the Warrant Certificates that the Holder making the transfer or exchange is entitled to
receive.



     (g) No service charge shall be made for any transfer or exchange of Warrant Certificates,
but the Company may require payment of a sum sufficient to cover any stamp or other tax or
governmental charge that may be imposed in connection with any such transfer or exchange.



     SECTION 1.04. Lost, Stolen, Mutilated or Destroyed Warrant Certificates. Upon
receipt by the Company and the Warrant Agent of evidence satisfactory to them of the ownership of
and the loss, theft, destruction or mutilation of any Warrant Certificate and of indemnity
satisfactory to them and, in the case of mutilation, upon surrender of such Warrant Certificate to
the Warrant Agent for cancellation, then, in the absence of notice to the Company or the Warrant
Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Company shall
execute, and an authorized officer of the Warrant Agent shall countersign and deliver, in exchange
for or in lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant
Certificate of the same tenor and for a like number of Warrants. No service charge shall be made
for any replacement of Warrant Certificates, but the Company may require the payment of a sum
sufficient to cover any stamp or other tax or governmental charge that may be imposed in connection
with any such exchange. To the extent permitted under applicable law, the provisions of this
Section 1.04 are exclusive with respect to the replacement of mutilated, lost, stolen or destroyed
Warrant Certificates and shall preclude any and all other rights or remedies.



     SECTION 1.05. Cancellation of Warrant Certificates. Any Warrant Certificate
surrendered to the Warrant Agent for transfer, exchange or exercise of the Warrants evidenced
thereby shall be promptly canceled by the Warrant Agent and shall not be reissued and, except as
expressly permitted by this Agreement, no Warrant Certificate shall be issued hereunder in lieu
thereof. The Warrant Agent shall deliver to the Company from time to time or otherwise dispose of
canceled Warrant Certificates in a manner satisfactory to the Company. Any Warrant Certificate
surrendered to the Company for transfer, exchange or exercise of the Warrants evidenced thereby
shall be promptly delivered to the Warrant Agent and such transfer, exchange or exercise shall not
be effective until such Warrant Certificate has been received by the Warrant Agent.



     SECTION 1.06. Treatment of Holders and Beneficial Owners of Warrant Certificates.
(a) The term “Holder”, as used herein, shall mean any person in whose name at the time any Warrant
Certificate shall be registered upon the books to be maintained by the Warrant Agent for that
purpose or, prior to the Detachment Date, the person in whose name the Unit in which such Warrant
Certificate was initially included is registered upon the register relating to such Units.



     (b) The term “Beneficial Owner” as used herein shall mean any person in whose name
ownership of beneficial interests in Warrants evidenced by a Book-Entry Warrant Certificate is
recorded in the records maintained by the Depository or its nominee, or by a Participant or, prior
to the Detachment Date, the person in whose name the Unit in which such Warrant Certificate was
initially attached is registered upon the register relating to such Units.



     (c) Every Holder and every Beneficial Owner consents and agrees with the Company, the
Warrant Agent and with every subsequent Holder and Beneficial Owner that until the Warrant
Certificate is transferred on the books of the Warrant Agent, the Company and the Warrant Agent may
treat the registered Holder of such Warrant Certificate as the absolute owner of the Warrants
evidenced thereby for any purpose and as the person entitled to exercise the rights attaching to
the Warrants evidenced thereby, any notice to the contrary notwithstanding.



5









 






ARTICLE II




EXERCISE PRICE, DURATION AND EXERCISE OF WARRANTS




     SECTION 2.01. Exercise Price. The initial exercise price of each Warrant issued
hereunder shall be $6.00 per whole Share (the “Exercise Price”), subject to the adjustments
provided in Section 2.04 hereof.



     SECTION 2.02. Duration of Warrants. Subject to the terms and provisions of this
Agreement, including Article IV, and the limitations set forth herein, each Warrant may be
exercised on any Business Day (as defined below) occurring during the period (the “Exercise
Period”) commencing on the later of the Company’s completion of a Business Combination (as defined
below) or ______ __, 2006 and ending
at 5:00 P.M., New York time, on ______ __, 2010 (the
“Expiration Date”). Each Warrant remaining unexercised after 5:00 P.M., New York time, on the
Expiration Date shall become void, and all rights of the Holder under this Agreement shall cease.



     As used herein, the term “Business Day” means any day that is not a Saturday or Sunday
and is not a United States federal holiday or a day on which banking institutions generally are
authorized or obligated by law or regulation to close in New York.



     As used herein, the term “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.



     SECTION 2.03. Exercise of Warrants. (a) A Holder may exercise a Warrant by
delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period
(the “Exercise Date”) to the Warrant Agent at its stock transfer division (i) the Warrant
Certificate evidencing the Warrants to be exercised, and, in the case of a Book-Entry Warrant
Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of the
Depository to an account of the Warrant Agent at the Depository designated for such purpose in
writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the
Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and
executed by the Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry
Warrant Certificate, properly executed by the Participant and substantially in the form included on
the reverse of each Warrant Certificate, and (iii) the Exercise Price for each Warrant to be
exercised in lawful money of the United States of America by certified or official bank check or by
bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the
Book-Entry Warrants, (B) the Election to Purchase, or (C) the Exercise Price therefor, is received
by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants
will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date.
If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be
received and exercised on the next succeeding day that is a Business Day. If the Warrants are
received or deemed to be received after the Expiration Date, the exercise thereof will be null and
void and any funds delivered to the Warrant Agent will be returned to the Holder or Participant, as
the case may be, as soon as practicable. In no event will interest accrue on funds deposited with
the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any
exercise of Warrants will be determined by the Company in its sole discretion and such
determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company
nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any
exercise of Warrants.



     The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price
in the account of the Company maintained with the Warrant Agent for such purpose and shall advise
the Company at the end of each day on which funds for the exercise of the Warrants are received of
the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic
advice to the Company in writing.



     (b) The Warrant Agent shall, by 11:00 A.M on the Business Day following the Exercise Date
of any Warrant, advise the Company and the transfer agent and registrar in respect of the Shares
issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and
conditions of this Agreement, the instructions of each Holder or Participant, as the case may be,
with respect to delivery of the Shares issuable upon such exercise, and the delivery of definitive
Warrant Certificates or one or more Book-Entry Warrant Certificates, as appropriate, evidencing the
balance, if any, of the Warrants remaining after such exercise, and such other information as the
Company or such transfer agent and registrar shall reasonably require.



     (c) The Company shall, by 5:00 P.M., New York time, on the third Business Day next
succeeding the Exercise Date of any Warrant, execute, issue and deliver to the Warrant Agent, the
Shares to which such Holder is entitled, in fully registered form, registered in such name or names
as may be directed by such Holder or the Participant, as the case may be. Upon



6









 




receipt of such Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth
Business Day next succeeding such Exercise Date, transmit such Shares, to or upon the order of the
Holder or Participant, as the case may be, together with, or preceded by the prospectus referred to
in Section 6.07 hereof. The Company agrees that it will provide such information and documents to
the Warrant Agent as may be necessary for the Warrant Agent to fulfill its obligations hereunder.




     (d) The accrual of dividends, if any, on the Shares issued upon the valid exercise of any
Warrant will be governed by the terms generally applicable to the Shares. From and after the
issuance of such Shares, the former Holder of the Warrants exercised will be entitled to the
benefits generally available to other holders of Shares and such former Holder’s right to receive
payments of dividends and any other amounts payable in respect of the Shares shall be governed by,
and shall be subject to, the terms and provisions generally applicable to such Shares.



     (e) Warrants may be exercised only in whole numbers of Warrants. If fewer than all of the
Warrants evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for the number
of Warrants remaining unexercised shall be executed by the Company and countersigned by the Warrant
Agent as provided in Section 1.02 hereof, and delivered to the Holder at the address specified on
the books of the Warrant Agent or as otherwise specified by such Holder.



     (f) The Company shall not be required to pay any stamp or other tax or governmental
charge required to be paid in connection with any transfer involved in the issue of the Shares upon
the exercise of Warrants; and in the event that any such transfer is involved, the Company shall
not be required to issue or deliver any Shares until such tax or other charge shall have been paid
or it has been established to the Company’s satisfaction that no such tax or other charge is due.



     SECTION 2.04. Adjustment Under Certain Circumstances. The rate at which Shares
shall be delivered upon exercise of Warrants (the “Exercise Rate”) shall be initially one (1) Share
for each Warrant so exercised. The Exercise Rate shall be adjusted in certain instances as provided
in this Section 2.04 hereof, but shall not be adjusted for any other reason or event. Upon
adjustment of the Exercise Rate, the Exercise Price shall also be adjusted in accordance with this
Section 2.04.



     (a) Stock Dividends. If after the date hereof, and subject to the provisions of
paragraph (f) below, the number of outstanding Shares is increased by a stock dividend payable in
Shares or other similar distribution involving all holders of Shares, then, on the effective date
of such stock dividend, or other similar distribution, the Exercise Rate shall be adjusted to equal
the rate determined by dividing the Exercise Rate in effect at the close of business on the record
date fixed for the determination of holders of Shares entitled to receive such dividend or other
distribution by a fraction, (i) the numerator of which shall be the number of Shares outstanding at
the close of business on the record date fixed for such determination, and (ii) the denominator of
which shall be the sum of such number of Shares in clause (i) above plus the total number of Shares
constituting such dividend or other distribution. Any such adjustment pursuant to this paragraph
(a) shall become effective immediately after the opening of business on the day following the
record date fixed for such determination. If any dividend or distribution of the type described in
this paragraph (a) is declared but not so paid or made, the Exercise Rate shall again be adjusted
to the Exercise Rate that would then be in effect if such dividend or distribution had not been
declared.



     (b) Subdivision / Combination of Shares. In case outstanding Shares shall be
subdivided or split-up into a greater number of Shares, the Exercise Rate in effect immediately
after the opening of business on the day following the day upon which such subdivision or split-up
becomes effective shall be proportionately increased, and conversely, in case outstanding Shares
shall be combined, aggregated or reclassified into a smaller number of Shares, the Exercise Rate in
effect immediately after the opening of business on the day following the day upon which such
combination, aggregation or reclassification becomes effective shall be proportionately reduced,
such increase or reduction, as the case may be, to become effective immediately after the opening
of business on the day following the day upon which such subdivision or combination becomes
effective.



     (c) Adjustments in Exercise Price. Whenever the number of Shares purchasable upon
the exercise of the Warrants is adjusted, as provided in paragraphs (a) and (b) above, the Exercise
Price shall be adjusted (to the nearest cent, rounding up) by multiplying such Exercise Price
immediately prior to such adjustment by a fraction, (i) the numerator of which shall be the number
of Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and
(ii) the denominator of which shall be the number of Shares so purchasable immediately thereafter.
Any such adjustment pursuant to this paragraph (c) shall become effective immediately after the
opening of business on the day following (i) the record date fixed for such determination giving
rise to such adjustment or (ii) the day upon which such subdivision or combination giving rise to
such adjustment becomes effective, as the case may be. If any event giving rise to such adjustment
does not occur, the Exercise Price shall again be adjusted to the Exercise Price that would be in
effect without such adjustment.



     (d) Replacement of Shares upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding Shares (other than a change covered by
paragraphs (a) or (b) hereof or that solely affects the par value of such Shares), or in the case
of any merger or consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and that does not result
in any reclassification or reorganization



7









 







of the outstanding Shares), or in the case of any sale or conveyance to another corporation or
entity of the assets or other property of the Company as an entirety or substantially as an
entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter
have the right to purchase and receive, upon the basis and upon the terms and conditions specified
in the Warrants and in lieu of the Shares of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the Warrant holder would have received if such Warrant holder had exercised his, her or its
Warrant(s) immediately prior to such event; and if any reclassification also results in a change in
Shares covered by paragraphs (a) or (b), then such adjustment shall be made pursuant to paragraphs
(a), (b), (c) and then this paragraph (d). The provisions of this Subparagraph (d) shall similarly
apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.



     (e) Notices of Changes in Warrant. Upon every adjustment of the Exercise Price or
the number of Shares issuable upon exercise of a Warrant, the Company shall promptly thereafter,
and in any event within five business days, give written notice thereof to the Warrant Agent, which
notice shall state the Exercise Price resulting from such adjustment and the increase or decrease,
if any, in the number of Shares purchasable at such price upon the exercise of a Warrant, setting
forth in reasonable detail the method of calculation and the facts upon which such calculation is
based. Upon the occurrence of any event specified in paragraphs (a), (b), (c) or (d), then, in any
such event, the Company shall give written notice to the Warrant holder, at the last address set
forth for such holder in the warrant register, of the record date or the effective date of the
event. Failure to give such notice, or any defect therein, shall not affect the legality or
validity of such event. The Warrant Agent shall be fully protected in relying upon any such notice
delivered in accordance with this Section 2.04(e), and on any adjustment therein contained, and
shall not be deemed to have knowledge of such adjustment unless and until it shall have received
such notice.



     (f) No Fractional Shares. Notwithstanding any provision contained in this
Agreement to the contrary, the Company shall not issue fractional Shares upon exercise of Warrants.
If, by reason of any adjustment made pursuant to this Section 2.04, the holder of any Warrant would
be entitled, upon the exercise of such Warrant, to receive a fractional interest in a Share, the
Company shall, upon such exercise, round up to the nearest whole number the number of Shares to be
issued to the Warrant holder.



     (g) Form of Warrant. The form of Warrant need not be changed because of any
adjustment pursuant to this Section 2.04, and Warrants issued after such adjustment may state the
same Exercise Price and the same number of Shares as is stated in the Warrants initially issued
pursuant to this Agreement. However, the Company may at any time in its sole discretion make any
change in the form of Warrant that the Company may deem appropriate and that does not affect the
substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or
substitution for an outstanding Warrant or otherwise, may be in the form as so changed.



     (h) The Warrant Agent shall have no duty to determine when an adjustment under this
Section 2.04 should be made, how any such adjustment should be calculated, or the amount of any
such adjustment.



ARTICLE III




OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS

AND BENEFICIAL OWNERS OF WARRANTS




     SECTION 3.01. No Rights as Holders of Shares Conferred by Warrants or Warrant
Certificates. No Warrant Certificate or Warrant evidenced thereby shall entitle the Holder
thereof to any of the rights of a holder of any Shares, including, without limitation, the right to
receive dividends, if any, or payments upon the liquidation, dissolution or winding up of the
Company or to exercise voting rights, if any.



     SECTION 3.02. Holder and Beneficial Owner of Warrant May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any Holder or any Beneficial Owner of any
Warrant, without the consent of the Warrant Agent or, in the case of a Beneficial Owner, the
consent of the Holder of any Warrant, may, on such Holder’s or Beneficial Owner’s own behalf and
for his, her or its own benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company to enforce, or otherwise in respect of, such Holder’s or Beneficial
Owner’s right to exercise the Warrants evidenced by any Warrant Certificate in the manner provided
in this Agreement and such Warrant Certificate.



     SECTION 3.03. Reservation of Common Stock. The Company shall at all times reserve
and keep available a number of its authorized but unissued Shares that will be sufficient to permit
the exercise in full of all of the then outstanding Warrants issued pursuant to this Agreement.



8









 





ARTICLE IV




REDEMPTION OF WARRANTS




     SECTION 4.01. Redemption. At any time during the Exercise Period, the Company
may, at its option, redeem all, but not part, of the then outstanding Warrants upon giving notice
pursuant to this Article IV (the “Redemption Notice”), at the price of $0.01 per Warrant (the
“Redemption Price”); provided, that the last sales price of the Shares has been at least
$11.50 per Share, on each of twenty (20) trading days within any thirty (30) trading day period
ending on the third Business Day prior to the date on which the Redemption Notice is given.



     SECTION 4.02. Date Fixed for, and Notice of, Redemption. In the event the Company
shall elect to redeem all of the then outstanding Warrants, the Company shall fix a date for such
redemption (the “Redemption Date”); provided, that such date shall occur prior to the
expiration of the Exercise Period. The Redemption Notice shall be mailed by first class mail,
postage prepaid, by the Company not less than 30 days prior to the Redemption Date to the Holders
of the Warrants to be redeemed at their last addresses as they appear in the Warrant register. Any
Redemption Notice mailed in the manner provided for herein to a Holder of Warrants shall be
conclusively presumed to have been duly given regardless of whether such Holder received such
Redemption Notice.



     SECTION 4.03. Exercise After Notice of Redemption. The Warrants may be exercised
in accordance with the terms of this Agreement at any time after a Redemption Notice shall have
been given by the Company pursuant to this Article IV; provided, however, that no
Warrants may be exercised subsequent to the expiration of the Exercise Period; provided,
further, that all rights whatsoever with respect to the Warrants shall cease on Redemption
Date, other than the right to receive the Redemption Price.



ARTICLE V




CONCERNING THE WARRANT AGENT




     SECTION 5.01. Warrant Agent. The Company hereby appoints The Bank of New York as
Warrant Agent of the Company in respect of the Warrants upon the terms and subject to the
conditions herein set forth, and The Bank of New York hereby accepts such appointment. The Warrant
Agent shall have the powers and authority granted to and conferred upon it hereby and such further
powers and authority to act on behalf of the Company as the Company may hereafter grant to or
confer upon it.



     SECTION 5.02. Limitations on Warrant Agent’s Obligations. The Warrant Agent
accepts its obligations herein set forth upon the terms and conditions hereof, including the
following, to all of which the Company agrees and to all of which the rights hereunder of the
Holders from time to time shall be subject:



     (a) Compensation and Indemnification. The Company agrees to pay the Warrant Agent
compensation to be agreed upon between the Warrant Agent and the Company for all services rendered
by the Warrant Agent and to reimburse the Warrant Agent for all reasonable out-of-pocket expenses
(including reasonable counsel fees) incurred by the Warrant Agent in connection with the services
rendered by it hereunder. The Company also agrees to indemnify the Warrant Agent for, and to hold
it harmless against, any loss, liability or expense incurred without (or other than as the result
of) negligence or willful misconduct on the part of the Warrant Agent, arising out of or in
connection with its acting as Warrant Agent hereunder.



     (b) Agent for the Company. In acting in the capacity of Warrant Agent under this
Agreement, the Warrant Agent is acting solely as agent of the Company and does not assume any
obligation or relationship of agency or trust with any of the owners or holders of the Warrants
except as expressly set forth herein.



     (c) Counsel. The Warrant Agent may consult with counsel satisfactory to it (which
may be counsel to 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.



     (d) Documents. 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 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.



     (e) Certain Transactions. The Warrant Agent, and its officers, directors and
employees, may become the owner of, or acquire any interest in, any Warrant, with the same rights
that it or they would have were it not the Warrant Agent hereunder, and, to the extent permitted by
applicable law, it or they may engage or be interested in any financial or other transaction with
the Company and may act on, or as a depositary, trustee or agent for, any committee or body of
holders of Units, Shares or



9









 







Warrants, or other securities or obligations of the Company as freely as if it were not the
Warrant Agent hereunder. Nothing in this Agreement shall be deemed to prevent the Warrant Agent
from acting as trustee under an indenture.



     (f) No Liability for Interest. The Warrant Agent shall not be under any liability
for interest on any monies at any time received by it pursuant to any of the provisions of this
Agreement.



     (g) No Liability for Invalidity. The Warrant Agent shall not be under any
responsibility with respect to the validity or sufficiency of this Agreement or the execution and
delivery hereof (except the due execution and delivery hereof by the Warrant Agent) or with respect
to the validity or execution of the Warrant Certificates (except its countersignature thereon).



     (h) No Responsibility for Recitals. The recitals contained herein and in the
Warrant Certificates (except as to the Warrant Agent’s countersignature thereon) shall be taken as
the statements of the Company and the Warrant Agent assumes no responsibility hereby for the
correctness of the same.



     (i) No Implied Obligations. The Warrant Agent shall be obligated to perform such
duties as are specifically set forth herein and no implied duties or obligations shall be read into
this Agreement against the Warrant Agent. The Warrant Agent shall not be under any obligation to
take any action hereunder that may involve it in any expense or liability, the payment of which
within a reasonable time is not, in its opinion, assured to it. The Warrant Agent shall not be
accountable or under any duty or responsibility for the use by the Company of any Warrant
Certificate authenticated by the Warrant Agent and delivered by it to the Company pursuant to this
Agreement or for the application by the Company of the proceeds of the issue and sale, or exercise,
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 any Warrant
Certificate or in the case of the receipt of any written demand from a Holder with respect to such
default, including, without limiting the generality of the foregoing, any duty or responsibility to
initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in
Section 6.03 hereof, to make any demand upon the Company.



     (j) No Obligation for Non Compliance with Covenants. The Warrant Agent shall not
be responsible for any failure of the Company to comply with any of the covenants contained in this
Agreement or in the Warrant Certificates to be complied with by the Company.



     (k) Agents. The Warrant Agent may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or attorneys-in-fact, and
the Warrant Agent shall not be responsible 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 Warrant
Agent 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 Warrant Agent to assign all or substantially all of its primary record-keeping
responsibilities hereunder to any third party provider without the Company’s prior written consent.



     (l) Liability. The Warrant Agent shall act hereunder solely as agent for the
Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent
shall not be liable for anything which it may do or refrain from doing in connection with this
Agreement except for its own negligence or willful misconduct. The Warrant Agent shall not be
liable for any error of judgment made in good faith by it, unless it shall be proved that the
Warrant Agent was negligent in ascertaining the pertinent facts. Notwithstanding anything in this
Agreement to the contrary, in no event shall the Warrant Agent be liable for special, indirect,
punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost
profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and
regardless of the form of the action.



     (m) Force Mejeure. In no event shall the Warrant Agent be responsible or liable
for any failure or delay in the performance of its obligations under this Agreement arising out of
or caused by, directly or indirectly, forces beyond its reasonable control, including without
limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or third party computer (software or hardware) services.



     SECTION 5.03. Compliance With Applicable Laws. The Warrant Agent agrees to comply
with all applicable federal and state laws imposing obligations on it in respect of the services
rendered by it under this Agreement and in connection with the Warrants, including (but not limited
to) the provisions of United States federal income tax laws regarding information reporting and
backup withholding. The Warrant Agent expressly assumes all liability for its failure to comply
with any such laws imposing obligations on it, including (but not limited to) any liability for its
failure to comply with any applicable provisions of United States federal income tax laws regarding
information reporting and backup withholding.



10









 





     SECTION 5.04. Resignation and Appointment of Successor. (a) The Company agrees,
for the benefit of the Holders from time to time, that there shall at all times be a Warrant Agent
hereunder until all the Warrants issued hereunder have been exercised or have expired in accordance
with their terms, which Warrant Agent shall be a bank or trust company organized under the laws of
the United States of America or one of the states thereof, which is authorized under the laws of
the jurisdiction of its organization to exercise corporate trust powers, has a combined capital and
surplus of at least $50,000,000 and has an office or an agent’s office in the United States of
America.



     (b) The Warrant Agent may at any time resign as such agent by giving written notice to
the Company of such intention on its part, specifying the date on which it desires such resignation
to become effective; provided, that such date shall not be less than 60 days after the date
on which such notice is given, unless the Company agrees to accept such notice less than 60 days
prior to such date of effectiveness. The Company may remove the Warrant Agent at any time by giving
written notice to the Warrant Agent of such removal, specifying the date on which it desires such
removal to become effective. Such resignation or removal shall take effect upon the appointment of
a successor Warrant Agent (which shall be a bank or trust company qualified as set forth in Section
5.04(a)), as hereinafter provided, and the acceptance of such appointment by such successor Warrant
Agent. The obligation of the Company under Section 5.02(a) shall continue to the extent set forth
therein notwithstanding the resignation or removal of the Warrant Agent.



     (c) If at any time the Warrant Agent shall resign, or shall cease to be qualified as set
forth in Section 5.04(a), or shall be removed, or shall become incapable of acting, or shall be
adjudged bankrupt or insolvent, or shall file a petition seeking relief under any applicable
federal or state bankruptcy or insolvency law or similar law, or make an assignment for the benefit
of its creditors or consent to the appointment of a receiver, conservator or custodian of all or
any substantial part of its property, or shall admit in writing its inability to pay or to meet its
debts as they mature, or if a receiver or custodian of it or of all or any substantial part of its
property shall be appointed, or if an order of any court shall be entered for relief against it
under the provisions of any applicable federal or state bankruptcy or similar law, or if any public
officer shall have taken charge or control of the Warrant Agent or of its property or affairs, for
the purpose of rehabilitation, conservation or liquidation, a successor Warrant Agent, qualified as
set forth in Section 5.04(a), shall be appointed by the Company by an instrument in writing, filed
with the successor Warrant Agent. If the Company shall fail to make such appointment within a
period of 60 days after it has been notified in writing of such resignation or of such incapacity
by the Warrant Agent or by the registered holder of a Warrant Certificate, then the registered
holder of any Warrant Certificate or the Warrant Agent may apply, at the expense of the Company, to
any court of competent jurisdiction for the appointment of a successor to the Warrant Agent.
Pending appointment of a successor to such Warrant Agent, either by the Company or by such a Court,
the duties of the Warrant Agent shall be carried out by the Company. Upon the appointment as herein
provided of a successor Warrant Agent and acceptance by the latter of such appointment, the Warrant
Agent so superseded shall cease to be Warrant Agent under this Agreement.



     (d) Any successor Warrant Agent appointed under this Agreement shall execute, acknowledge
and deliver to its predecessor and to the Company an instrument accepting such appointment and the
terms of this Agreement, and thereupon such successor Warrant Agent, without any further act, deed
or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities,
duties and obligations of such predecessor with like effect as if originally named as Warrant Agent
under this Agreement, 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 under this Agreement.



     (e) Any corporation into which the Warrant Agent may be merged or converted or any
corporation with which the Warrant Agent may be consolidated, or any corporation resulting from any
merger, conversion 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, in each case provided that it shall be qualified as set forth in
Section 5.04(a), 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 to this Agreement,
including, without limitation, any successor to the Warrant Agent first named above.



ARTICLE VI




MISCELLANEOUS




     SECTION 6.01. Amendments. (a) This Agreement and any Warrant Certificate may be
amended by the parties hereto by executing a supplemental warrant agreement (a “Supplemental
Agreement”), without the consent of the Holder of any Warrant, for the purpose of (i) curing any
ambiguity, or curing, correcting or supplementing any defective provision contained herein, or
making any other provisions with respect to matters or questions arising under this Agreement that
is not



11









 







inconsistent with the provisions of this Agreement or the Warrant Certificates, (ii)
evidencing the succession of another corporation to the Company and the assumption by any such
successor of the covenants of the Company contained in this Agreement and the Warrants, (iii)
evidencing and providing for the acceptance of appointment by a successor Warrant Agent with
respect to the Warrants, (iv) evidencing and providing for the acceptance of appointment by a
successor Depository with respect to each Book-Entry Warrant Certificate, (v) issuing definitive
Warrant Certificates in accordance with paragraph (b) of Section 1.03, (vi) adding to the covenants
of the Company for the benefit of the Holders or surrendering any right or power conferred upon the
Company under this Agreement, (vii) appointing a successor Warrant Agent, or (viii) amending this
Agreement and the Warrants in any manner that the Company may deem to be necessary or desirable and
that will not adversely affect the interests of the Holders in any material respect.



     (b) The Company and the Warrant Agent may amend this Agreement and the Warrants by
executing a Supplemental Agreement with the consent of the Holders of not fewer than a majority of
the unexercised Warrants affected by such amendment, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Holders under this Agreement; provided, however, that,
without the consent of each Holder of Warrants affected thereby, no such amendment may be made that
(i) changes the Warrants so as to reduce the number of Shares purchasable upon exercise of the
Warrants or so as to increase the Exercise Price (other than as provided by Section 2.04), (ii)
shortens the period of time during which the Warrants may be exercised, (iii) otherwise adversely
affects the exercise rights of the Holders in any material respect, or (iv) reduces the number of
unexercised Warrants the consent of the Holders of which is required for amendment of this
Agreement or the Warrants.



     SECTION 6.02. Merger, Consolidation, Sale, Transfer or Conveyance. The Company
may consolidate or merge with or into any other corporation or sell, lease, transfer or convey all
or substantially all of its assets to any other corporation; provided, that (i) either (x)
the Company is the continuing corporation or (y) the corporation (if other than the Company) that
is formed by or results from any such consolidation or merger or that receives such assets is a
corporation organized and existing under the laws of the United States of America or a state
thereof and such corporation assumes the obligations of the Company with respect to the performance
and observance of all of the covenants and conditions of this Agreement to be performed or observed
by the Company and (ii) the Company or such successor corporation, as the case may be, must not
immediately be in default under this Agreement. If at any time there shall be any consolidation or
merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of
the assets of the Company, then in any such event the successor or assuming corporation shall
succeed to and be substituted for the Company, with the same effect as if it had been named herein
and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any
further obligation hereunder or under the Warrants, and, in the event of any such sale, lease,
transfer, conveyance (other than by way of lease) or other disposition, the Company as the
predecessor corporation may thereupon or at any time thereafter be dissolved, wound-up or
liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue
either in its own name or in the name of the Company, Warrant Certificates evidencing the Warrants
not theretofore exercised, in exchange and substitution for the Warrant Certificates theretofore
issued. Such Warrant Certificates shall in all respects have the same legal rank and benefit under
this Agreement as the Warrant Certificates evidencing the Warrants theretofore issued in accordance
with the terms of this Agreement as though such new Warrant Certificates had been issued at the
date of the execution hereof. In any case of any such merger or consolidation or sale, lease,
transfer, conveyance or other disposition of all or substantially all of the assets of the Company,
such changes in language and form (but not in substance) may be made in the new Warrant
Certificates, as may be appropriate.



     SECTION 6.03. Notices and Demands to the Company and Warrant Agent. If the
Warrant Agent shall receive any notice or demand addressed to the Company by the Holder or a
Participant, as the case may be, the Warrant Agent shall promptly forward such notice or demand to
the Company.



     SECTION 6.04. Addresses. Any communications from the Company to the Warrant Agent
with respect to this Agreement shall be addressed to The Bank of New York, 101 Barclay Street
(11E), New York, NY 10286, Attention: Stock Transfer Administration, and any communications from
the Warrant Agent to the Company with respect to this Agreement shall be addressed to Global
Logistics Acquisition Corporation, 330 Madison Avenue, Sixth Floor, New York, NY 10017, Attention:
President (or such other address as shall be specified in writing by the Warrant Agent or by the
Company, as the case may be). All notices, requests, demands and other communications from the
Company to the Warrant Agent, or vice-versa, made under or by reason of the provisions of this
Agreement shall be in writing and shall be given by hand delivery, certified or registered mail,
return receipt requested, facsimile or nationally recognized next-Business Day courier. The Company
or the Warrant Agent shall give notice to the Holders of Warrants by mailing written notice by
first class mail, postage prepaid, to such Holders as their names and addresses appear in the books
and records of the Warrant Agent or, prior to the Detachment Date, on the register of the Units.



     SECTION 6.05. GOVERNING LAW. THIS AGREEMENT, THE LEGAL RELATIONS BETWEEN AND
AMONG THE PARTIES HERETO, THE ADJUDICATION AND THE ENFORCEMENT HEREOF AND EACH



12









 







WARRANT CERTIFICATE 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.



     SECTION 6.06. Jurisdiction; Waiver of Jury Trial. Except as otherwise expressly
provided in this Agreement, each of the parties hereto irrevocably and unconditionally submits to
the exclusive jurisdiction of the United States District Court for the Southern District of New
York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough
of Manhattan, in any legal action arising out of or relating to this Agreement, agrees that all
claims in respect of the legal action may be heard and determined in any such court and agrees not
to bring any legal action arising out of or relating to this Agreement in any other court. Each of
the parties hereto irrevocably waives any and all right to trial by jury in any legal proceeding
arising out of or related to this Agreement or the transactions contemplated hereby.



     SECTION 6.07. Delivery of Prospectus. The Company shall furnish to the Warrant
Agent sufficient copies of a prospectus relating to the Shares deliverable upon exercise of
Warrants and complying in all material respects with the Securities Act of 1933, as amended (the
“Prospectus”), and the Warrant Agent agrees that upon the exercise of any Warrant, the Warrant
Agent shall deliver a Prospectus to the Holder of such Warrant, prior to or concurrently with the
delivery of the Shares issued upon such exercise.



     SECTION 6.08. Obtaining of Governmental Approvals. The Company shall from time to
time take all action that may be necessary to obtain and keep effective any and all permits,
consents and approvals of governmental agencies and authorities and securities acts filings under
United States federal and state laws, which the Company may deem necessary or appropriate in
connection with the issuance, sale, transfer and delivery of the Warrants, the exercise of the
Warrants, the issuance, sale, transfer and delivery of the Shares to be issued upon exercise of
Warrants or upon the expiration of the period during which the Warrants are exercisable.



     SECTION 6.09. Payment of Taxes. The Company will pay all stamp and other duties,
if any, to which, under the laws of the United States of America, this Agreement or the original
issuance (but not the transfer) of the Warrants may be subject.



     SECTION 6.10. Benefits of Warrant Agreement. Nothing in this Agreement or any
Warrant Certificate expressed or implied and nothing that may be inferred from any of the
provisions hereof or thereof is intended, or shall be construed, to confer upon, or give to, any
person or corporation other than the Company, the Warrant Agent and their respective successors and
assigns, the Beneficial Owners and the Holders any right, remedy or claim under or by reason of
this Agreement or any Warrant Certificate or of any covenant, condition, stipulation, promise or
agreement hereof or thereof; and all covenants, conditions, stipulations, promises and agreements
contained in this Agreement or any Warrant Certificate shall be for the sole and exclusive benefit
of the Company and the Warrant Agent and their respective successors and assigns and of the
Beneficial Owners and Holders.



     SECTION 6.11. Headings. The descriptive headings of the several Articles and
Sections of this Agreement are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.



     SECTION 6.12. Severability. If any provision in this Agreement or in any Warrant
Certificate shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions, or of such provisions in any other jurisdiction,
shall not in any way be affected or impaired thereby. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the parties
as closely as possible in an acceptable manner in order that the transactions contemplated hereby
are consummated as originally contemplated to the greatest extent possible.



     SECTION 6.13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original; but such counterparts
shall together constitute but one and the same instrument.



     SECTION 6.14. Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the principal corporate offices of the Warrant Agent and at
the office of the Company at 330 Madison Avenue, Sixth Floor, New York, NY 10017, for inspection by
any Holder. The Warrant Agent may require any such Holder to submit satisfactory proof of ownership
for inspection by it.



[Remainder of Page Intentionally Left Blank]




13









 








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



	 	 	 	 	 
	 	 	GLOBAL LOGISTICS ACQUISITION CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer 
	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer 






14









 








EXHIBIT A 




[FORM OF WARRANT CERTIFICATE]




     THIS WARRANT CERTIFICATE (I) CANNOT BE SEPARATELY TRANSFERABLE BEFORE 20 DAYS AFTER THE
EARLIER OF THE EXPIRATION OF THE UNDERWRITERS’ OVER-ALLOTMENT OPTION AND THE EXERCISE IN FULL BY
THE UNDERWRITERS OF SUCH OVER-ALLOTMENT OPTION; PROVIDED, HOWEVER, THAT IN NO EVENT
SHALL THIS WARRANT CERTIFICATE BE SEPARATELY TRANSFERABLE BEFORE THE DATE ON WHICH GLOBAL LOGISTICS
ACQUISITION CORPORATION (THE “COMPANY”) FILES WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION AN AUDITED BALANCE SHEET REFLECTING RECEIPT OF THE GROSS PROCEEDS OF THE COMPANY’S
INITIAL PUBLIC OFFERING AND (II) CANNOT BE EXERCISED IN WHOLE OR IN PART UNTIL THE LATER OF THE
COMPANY’S COMPLETION OF A BUSINESS COMBINATION OR
______ __, 2006.



EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT

AGENT AS PROVIDED HEREIN.




Warrant Certificate evidencing




Warrants to Purchase




Common Stock, par value $.0001




As described herein.




GLOBAL LOGISTICS ACQUISITION CORPORATION




	 	 	 	 	 	 	 
	No.                                        

	 	 
	 	CUSIP No.                                         
	 	 






VOID AFTER 5:00 P.M., NEW YORK TIME,

ON _______________, 2010, OR UPON EARLIER REDEMPTION




     This
certifies ___ that   or registered
assigns is the registered holder of ___ warrants to
purchase certain securities (each a “Warrant”). Each Warrant entitles the holder thereof, subject
to the provisions contained herein and in the Warrant Agreement (as defined below), to purchase
from Global Logistics Acquisition Corporation, a Delaware corporation (the “Company”), one share of
the Company’s Common Stock (each, a “Share”), at the Exercise Price set forth below. The exercise
price of each Warrant (the “Exercise Price”) shall be $6.00 per whole Share initially, subject to
adjustments as set forth in the Warrant Agreement (as defined below).



     Subject to the terms of the Warrant Agreement, each Warrant evidenced hereby may be
exercised in whole but not in part at any time, as specified herein, on any Business Day (as
defined below) occurring during the period (the “Exercise Period”) commencing on the later of the
Company’s completion of a Business Combination (as defined
below) or ______ __, 2006 and ending at
5:00 P.M., New York time, on ______ __, 2010 (the “Expiration Date”). Each Warrant remaining
unexercised after 5:00 P.M., New York time, on the Expiration Date shall become void, and all
rights of the holder of this Warrant Certificate evidencing such Warrant shall cease.



     The holder of the Warrants represented by this Warrant Certificate may exercise any
Warrant evidenced hereby by delivering, not later than 5:00 P.M., New York time, on any Business
Day during the Exercise Period (the “Exercise Date”) to The Bank of New York (the “Warrant Agent”,
which term includes any successor warrant agent under the Warrant Agreement described below) at its
stock transfer division at ______, (i) this Warrant
Certificate and the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of The
Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository
designated for such purpose in writing by the Warrant Agent to the Depository, (ii) an election to
purchase (“Election to Purchase”), properly executed by the holder hereof on the reverse of this
Warrant Certificate properly executed by the institution in whose account the Warrant is recorded
on the records of the Depository (the “Participant”), and substantially in the form included on the
reverse of hereof and (iii) the Exercise Price for each Warrant to be exercised in lawful money of
the United States of America by certified or official bank check or by bank wire transfer in
immediately available funds. If any of (a) this Warrant Certificate or the Book-Entry Warrants, (b)
the Election to Purchase, or (c) the Exercise Price therefor, is received by the Warrant Agent
after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be
received and exercised on the Business Day next succeeding the Exercise Date. If the date specified
as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and
exercised on the next succeeding day which is a Business Day. If the Warrants to be exercised are
received or deemed to be received after the Expiration Date, the exercise thereof will be null and
void and any funds



15









 






delivered to the Warrant Agent will be returned to the holder as soon as practicable. In no
event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or
attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the
Warrant Agent in its sole discretion and such determination will be final and binding upon the
holder of the Warrants and the Company. Neither the Warrant Agent nor the Company shall have any
obligation to inform a holder of Warrants of the invalidity of any exercise of Warrants.




     As used herein, the term “Business Day” means any day that is not a Saturday or Sunday
and is not a United States federal holiday or a day on which banking institutions generally are
authorized or obligated by law or regulation to close in New York.



     As used herein, the term “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.



     Warrants may be exercised only in whole numbers of Warrants. If fewer than all of the
Warrants evidenced by this Warrant Certificate are exercised, a new Warrant Certificate for the
number of Warrants remaining unexercised shall be executed by the Company and countersigned by the
Warrant Agent as provided in Section 1.02 of the Warrant Agreement, and delivered to the holder of
this Warrant Certificate at the address specified on the books of the Warrant Agent or as otherwise
specified by such registered holder.



     This Warrant Certificate is issued under and in accordance with the Warrant Agreement,
dated as of ______ __, 2005 (the “Warrant Agreement”), between the Company and the Warrant
Agent 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 and the beneficial owners of the
Warrants represented by this Warrant Certificate consent by acceptance hereof. Copies of the
Warrant Agreement are on file and can be inspected at the above-mentioned office of the Warrant
Agent and at the office of the Company at 330 Madison Avenue, Sixth Floor, New York, NY 10017.



     At any time during the Exercise Period, the Company may, at its option, redeem all (but
not part) of the then outstanding Warrants upon giving notice in accordance with the terms of the
Warrant Agreement (the “Redemption Notice”), at the price of $0.01 per Warrant (the “Redemption
Price”); provided, that the last sales price of the Shares has been at least $11.50 per
Share, on each of twenty (20) trading days within any thirty (30) trading day period ending on the
third Business Day prior to the date on which the Redemption Notice is given. In the event the
Company shall elect to redeem all the then outstanding Warrants, the Company shall fix a date for
such redemption (the “Redemption Date”); provided, that such date shall occur prior to the
expiration of the Exercise Period. The Warrants may be exercised in accordance with the terms of
this Agreement at any time after a Redemption Notice shall have been given by the Company pursuant
to this Article IV; provided, however, that no Warrants may be exercised subsequent
to the expiration of the Exercise Period; provided, further, that all rights
whatsoever with respect to the Warrants shall cease on the Redemption Date, other than to the right
to receive the Redemption Price.



     The accrual of dividends, if any, on the Shares issued upon the valid exercise of any
Warrant will be governed by the terms generally applicable to such Shares. From and after the
issuance of such Shares, the former holder of the Warrants exercised will be entitled to the
benefits generally available to other holders of Shares and such former holder’s right to receive
payments of dividends and any other amounts payable in respect of the Shares shall be governed by,
and shall be subject to, the terms and provisions generally applicable to such Shares.



     The Exercise Price and the number of Shares purchasable upon the exercise of each Warrant
shall be subject to adjustment as provided pursuant to Section 2.04 of the Warrant Agreement.



     Prior to the Detachment Date (as defined in the Warrant Agreement), the Warrants
represented by this Warrant Certificate may be exchanged or transferred only together with the
Shares to which such Warrant is attached (together, a “Unit”), and only for the purpose of
effecting, or in conjunction with, an exchange or transfer of such Unit. Additionally, prior to the
Detachment Date, each transfer of such Unit on the register of the Units shall operate also to
transfer the Warrants included in such Units. From and after the Detachment Date, the provisions
above in this paragraph shall be of no further force and effect. Upon due presentment for
registration of transfer or exchange of this Warrant Certificate at the stock transfer division of
the Warrant Agent, the Company shall execute, and the Warrant Agent shall countersign and deliver,
as provided in Section 1.02 of the Warrant Agreement, in the name of the designated transferee one
or more new Warrant Certificates of any authorized denomination evidencing in the aggregate a like
number of unexercised Warrants, subject to the limitations provided in the Warrant Agreement.



16









 





     Neither this Warrant Certificate nor the Warrants evidenced hereby shall entitle the
holder hereof or thereof to any of the rights of a holder of the Shares, including, without
limitation, the right to receive dividends, if any, or payments upon the liquidation, dissolution
or winding up of the Company or to exercise voting rights, if any.



     The Warrant Agreement and this Warrant Certificate may be amended as provided in the
Warrant Agreement including, under certain circumstances described therein, without the consent of
the holder of this Warrant Certificate or the Warrants evidenced thereby.



     THIS WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT 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.



     This Warrant Certificate shall not be entitled to any benefit under the Warrant Agreement
or be valid or obligatory for any purpose, and no Warrant evidenced hereby may be exercised, unless
this Warrant Certificate has been countersigned by the manual or facsimile signature of the Warrant
Agent.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



Dated as
of                                         , 2005




	 	 	 	 	 	 	 
	 	 	GLOBAL LOGISTICS ACQUISITION CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 






THE BANK OF NEW YORK,

     as Warrant Agent




	 	 	 	 	 	 	 
	By:

	 	 	 	 
	 	 
	 

	 	 	 	 	 	 
	 

	 	Authorized Officer	 	 	 	 






17









 






[REVERSE]




Instructions for Exercise of Warrant 




     To exercise the Warrants evidenced hereby, the holder or Participant must, by 5:00 P.M.,
New York time, on the specified Exercise Date, deliver to the Warrant Agent at its stock transfer
division, a certified or official bank check or a wire transfer in immediately available funds, in
each case payable to the Warrant Agent at Account No. _______, in an amount equal to
the Exercise Price in full for the Warrants exercised. In addition, the Warrant holder or
Participant must provide the information required below and deliver this Warrant Certificate to the
Warrant Agent at the address set forth below and the Book-Entry Warrants to the Warrant Agent in
its account with the Depository designated for such purpose. The Warrant Certificate and this
Election to Purchase must be received by the Warrant Agent by 5:00 P.M., New York time, on the
specified Exercise Date.



ELECTION TO PURCHASE

TO BE EXECUTED IF WARRANT HOLDER DESIRES

TO EXERCISE THE WARRANTS EVIDENCED HEREBY




     The undersigned hereby irrevocably elects to exercise, on _______,
_______ (the “Exercise Date”), _______ Warrants, evidenced by
this Warrant Certificate, to purchase,
_______ of the shares of Common Stock (each, a “Share”)
of Global Logistics Acquisition Corporation, a Delaware corporation (the “Company”), and represents
that on or before the Exercise Date such holder has tendered payment for such Shares by certified
or official bank check or bank wire transfer in immediately available funds to the order of the
Company c/o The Bank of New York, 101 Barclay Street (11E), New York, NY 10286, in the amount of
$_______ in accordance with the terms hereof. The undersigned requests that
said number of Shares be in fully registered form, registered in such names and delivered, all as
specified in accordance with the instructions set forth below.



     If said number of Shares is less than all of the Shares purchasable hereunder, the
undersigned requests that a new Warrant Certificate evidencing the remaining balance of the
Warrants evidenced hereby be issued and delivered to the holder of the Warrant Certificate unless
otherwise specified in the instructions below.



Dated:                                ,                    




	 	 	 
	Name                                         

	 	(Please Print)






	 	 	 	 	 
	/   /   /   /
— /   /   / — /    /   /   /   /

	 	 	 	 
	 


	 	 	 	 
	(Insert Social Security

	 	 	 	 
	or Other Identifying

	 	 	 	 
	Number of Holder)


	 	 	 	Address                                        






          Signature                                        



     This Warrant may only be exercised by presentation to the Warrant Agent at one of the
following locations:



     By hand at:



     By mail at:



     The method of delivery of this Warrant Certificate is at the option and risk of the
exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when
actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time should be allowed to
assure timely delivery.



(Instructions as to form and delivery of Shares and/or Warrant Certificates)




	 	 	 
	Name in which Shares
	 	 
	are to be registered if other than
	 	 
	in the name of the registered holder
	 	 
	of this Warrant Certificate:
	 	 
	 

	 	 
	 
	 	 
	Address to which Shares
	 	 
	are to be mailed if other than to the
	 	 
	address of the registered holder of
	 	 
	this Warrant Certificate as shown on

	 
	 

	 	 






18









 






	 	 	 
	the books of the Warrant Agent:
	 	 
	 

	 	 
	 

	 	(Street Address)
	 
	 	 
	 

	 	 
	 

	 	(City and State) (Zip Code)






	 	 	 
	Name in which Warrant
Certificate
evidencing unexercised
Warrants, if any,
are to be registered if other
than in the
name of the registered holder
of this
Warrant Certificate:
	 	 
	 

	 	 
	 
	 	 
	Address to which certificate
representing
unexercised Warrants, if any,
are to be
mailed if other than to the
address of
the registered holder of this
Warrant
Certificate as shown on the
books of
the Warrant Agent:
	 	 
	 

	 	 
	 

	 	(Street Address)
	 
	 	 
	 

	 	 
	 

	 	(City and State) (Zip Code)
	 
	 	 
	 

	 	Dated:
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	Signature
	 
	 	 
	 

	 	Signature must conform in all
respects to the name of the holder as
specified on the face of this Warrant
Certificate. If Shares, or a Warrant
Certificate evidencing unexercised
Warrants, are to be issued in a name other
than that of the registered holder hereof
or are to be delivered to an address other
than the address of such holder as shown
on the books of the Warrant Agent, the
above signature must be guaranteed by a an
Eligible Guarantor Institution (as that
term is defined in Rule 17Ad-15 of the
Securities Exchange Act of 1934, as
amended).






SIGNATURE GUARANTEE 




	 	 	 	 	 	 	 
	Name of Firm

	 	 	 	 
	 	 
	 

	 	 	 	 	 	 
	Address
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Area
Code and     Number
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Authorized Signature
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Title
	 	 	 	 	 	 
	 

	 	 	 	 	 	 






Dated:
                                        , 200                    




19









 





ASSIGNMENT




(FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER

DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY)




     FOR VALUE RECEIVED,                                                                                                                           HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO                                                                                                                                                                                                                                               
                                                            



	 	 	 
	(Please print name and address

	 	(Please insert social security or
	including zip code of assignee)

	 	other identifying number of assignee)





the rights represented by the within Warrant Certificate and does hereby irrevocably
constitute and appoint                                          Attorney to transfer said Warrant
Certificate on the books of the Warrant Agent with full power of substitution in the premises.




Dated:




	 	 	 
	 

	 	 
	 

	 	Signature
	 

	 	(Signature must conform in all respects to the
name of the holder as specified on the face of this
Warrant Certificate and must bear a signature
guarantee by an Eligible Guarantor Institution (as
that term is defined in Rule 17Ad-15 of the
Securities Exchange Act of 1934, as amended).






SIGNATURE GUARANTEE 




	 	 	 	 	 	 	 
	Name of Firm

	 	 	 	 
	 	 
	 

	 	 	 	 	 	 
	Address
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Area
Code and     Number
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Authorized Signature
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Title
	 	 	 	 	 	 
	 

	 	 	 	 	 	 






Dated:
                                        , 200                    





20