Exhibit 4.6
EXECUTION COPY
LOCKUP AGREEMENT
THIS
LOCKUP AGREEMENT (the "Agreement") is entered into as of this 8th
day
of November, 2006 (the "Effective Date," and each anniversary of
the Effective
Date, an "Anniversary Date") by and between Protex Holding Limited,
a Hong Kong
corporation (the "Shareholder") and Summit Global Logistics, Inc.,
a Delaware
corporation (the "Company").
WHEREAS,
pursuant to that certain Sale and Purchase Agreement by and
between the Shareholder, Maritime Logistics US Holdings Inc., and
Sea Master
Logistics (Holding) Limited, dated as of September 28, 2006, the
Shareholder
acquired 450,000 shares of the Company's common stock, $0.001 par
value per
share (the "Common Stock") as partial payment of the Purchase Price
(as the term
is defined in the said Sale and Purchase Agreement), all of which
shares of
Common Stock shall be subject to this Agreement (such shares of
Common Stock are
hereinafter referred to as the "Restricted Shares"); and
WHEREAS,
the Company has, concurrently with the execution of this
Agreement, issued approximately $60,000,000 in face amount of
Convertible Notes
(the "Convertible Notes"); and
WHEREAS,
it was a condition precedent to the consummation of certain
capital raising transactions by the Company as of the date hereof
(including the
issuance of the Convertible Notes) that the Shareholder agree to
refrain from
selling the Restricted Shares until the occurrence of certain
events and/or the
passage of certain dates (all as provided in this Agreement);
NOW,
THEREFORE, in consideration of the foregoing premises, and for
other
good and valuable consideration, the receipt and sufficiency of
which are hereby
acknowledged, the parties hereto agree as follows:
1. LOCKUP
OF SHARES. The Shareholder hereby agrees that it will not,
except as provided herein, at any time prior to the third
Anniversary Date, sell
(including without limitation in a short sale), transfer, assign or
dispose of
(by gift or otherwise) (collectively, "Transfer"), other than
Permitted
Transfers, any of the Restricted Shares (the "Transfer
Restriction").
Notwithstanding the foregoing, the Restricted Shares shall cease to
be subject
to the Transfer Restriction in accordance with the following
provisions:
(i) TRANSFER OF RESTRICTED SHARES. On the second Anniversary
Date,
the Shareholder may Transfer up to fifty (50%) percent of their
Restricted
Shares, and on the third Anniversary Date the Shareholder may
Transfer up to the
remaining fifty (50%) percent of their Restricted Shares.
(ii) CONVERSION/ REDEMPTION OF CONVERTIBLE NOTES. After the
second
Anniversary Date, the percentage obtained by dividing (a) the
aggregate
principal amount
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of Convertible Notes converted by the holders thereof and redeemed
by the
Company pursuant to Section 8 thereof by (b) the original principal
amount of
the Convertible Notes shall be the Converted/Redeemed Percentage
(the
"Converted/Redeemed Percentage"). The percentage of Restricted
Shares no longer
subject to the Transfer Restriction shall be equal to the
Converted/Redeemed
Percentage and the relevant Restricted Shares (representing such
percentage of
Restricted Shares no longer subject to the Transfer Restriction)
(the "Released
Restricted Shares") shall cease to be subject to this Agreement and
may be sold,
transferred, assigned or disposed of by the Shareholder at its sole
discretion.
For the avoidance of doubt, all Released Restricted Shares shall be
regarded as
Restricted Shares for th
