Exhibit 4.10
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 Equity Purchase Agreement, between
Maritime Logistics US Holdings Inc., FMI Holdco I, LLC, the
Shareholder and the
other parties thereto, dated as of October 23, 2006, the
Shareholders 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 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 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
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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
such percentage of Restricted Shares shall cease to be subject to
this
Agreement. For example, if $30 million out of an aggregate $60
million in
principal amount of Convertible Notes is converted and $15 million
in principal
amount of Convertible Notes is redeemed, then seventy-five (75%)
percent of the
Restricted Shares shall cease to be subject to the Transfer
Restriction.
(iii) DEATH OR INCAPACITY. Upon the death or incapacity of the
Shareholder, all of the Restricted Shares shall immediately cease
to be subject
to the Transfer Restriction.
2.
PERMITTED TRANSFERS TO TRUSTS. Notwithstanding the Transfer
Restriction, Transfers of Restricted Shares shall be permitted to
any member or
members of the Shareholders immediate family, including the spouse,
sibling,
child, step child
