Exhibit 4.9
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 each
shareholder listed on
Exhibit A (the "Shareholder") and Summit Global Logistics, Inc., a
Delaware
corporation (the "Company").
WHEREAS,
pursuant to that certain Agreement and Plan of Merger by and
between the Company, Aerobic Merger Sub Inc., and Maritime
Logistics US Holdings
Inc., dated as of the date hereof, each Shareholder acquired shares
of the
Company's common stock, $0.001 par value per share (the "Common
Stock"), 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 he will not,
except as provided herein, prior to the forth 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, on the third Anniversary Date the Shareholder may Transfer
up to
twenty-five (25%) percent of their Restricted Shares and on the
fourth
Anniversary Date the Shareholder may Transfer up to the remaining
twenty-five
(25%) 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 of Convertible Notes converted by the holders
thereof and
redeemed by the Company
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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 the purpose of ascertaining whether any other
Restricted
Shares may be released from the Transfer Restriction by applying
the
Converted/Redeemed Percentage from time to time. By way of
illustration only, if
$30 million out of an aggregate $60 million i
