[FORM OF LOCK-UP
AGREEMENT]
BB&T
Capital Markets, a Division of Scott & Stringfellow, Inc.
As representative of the several Underwriters
909 East Main Street, 7 th Floor
Richmond, VA 23218-1575
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Re:
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Global Logistics Acquisition
Corporation Initial Public Offering —
Lock-up Letter Agreement
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Dear Ladies and
Gentlemen:
This letter is
being delivered to you in accordance with the Underwriting
Agreement (the “Underwriting Agreement ”)
entered into by and between Global Logistics Acquisition
Corporation, a Delaware corporation (the “
Company ”), and BB&T Capital Markets, a
Division of Scott & Stringfellow, Inc., as Representative (the
“ Representative ”) of the several
Underwriters named in Schedule I thereto (the “
Underwriters ”), relating to an underwritten
initial public offering (the “ IPO ”) of
the Company’s units (the “ Units
”), each comprised of one share of the Company’s common
stock, par value $0.0001 per share (the “ Common
Stock ”), and one warrant exercisable for one share
of Common Stock (each, a “ Warrant ”).
The capitalized terms set forth on Schedule 1 attached hereto
are hereby incorporated by reference herein.
In order to induce
the Company and the Underwriters to enter into the Underwriting
Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned as a
stockholder of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereby agrees with the Representative
that the undersigned will not publicly announce any intention to,
will not authorize any affiliate or subsidiary, if applicable, to,
and will not, without the prior written consent of the
Representative on behalf of the Underwriters, directly or
indirectly, (i) offer, pledge, or sell, by contract, option,
right or otherwise, any Insider Securities beneficially owned by
the undersigned (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) or lend, grant or
otherwise transfer or dispose of any such Insider Securities, or
(ii) enter into any swap or other agreement that transfers, in
whole or in part, any of the economic characteristics of ownership
of such Insider Securities (whether any such transaction described
in clause (i) or (ii) above is to be settled by delivery
of such Insider Securities, in cash or otherwise), with respect to
the Insider Shares, during the Insider Share Lock-Up Period, and,
with respect to the Insider Warrants and the Insider Warrant
Shares, during the Insider Warrant Lock-up Period.
Notwithstanding
the foregoing, the undersigned may (i) transfer Insider
Securities either during such person’s lifetime or, on death,
by bona fide gifts, will or intestacy to members of the
undersigned’s Immediate Family or to trusts exclusively for
the benefit of members of the
1
undersigned’s Immediate Family,
(ii) transfer Insider Securities pursuant to a qualified
domestic relations order, or (iii) transfer record ownership
of the Insider Securities whereby there is no change in beneficial
ownership; provided, however, that, prior to any such
transfer, such transferee executes an agreement, satisfactory to
the Representative, pursuant to which such transferee agrees to
receive and hold such Insider Securities subject to the provisions
hereof.
The undersigned
agrees that during the Insider Share Lock-up Period, the
certificates representing such Insider Shares owned by the
undersigned shall bear the legends set forth Exhibit A
attached hereto.
The undersigned
agrees that during the Insider Warrant Lock-up Period, the
certificates representing such Insider Warrants and Insider Warrant
Shares owned by the undersigned shall bear the legends set forth
Exhibit B attached hereto.
The undersigned
acknowledges and understands that the Underwriters and the Company
will rely upon the agreements set forth herein in proceeding with
the IPO. The undersigned agrees and consents to the entry of stop
transfer instructions with the Company’s transfer agent
against the transfer of Insider Securities except in compliance
with the terms and conditions of this letter agreement.
This letter
agreement shall be binding on the undersigned and such
person’s respective successors, heirs, personal
representatives and assigns. This letter agreement shall terminate,
with respect to the Insider Shares, on the Insider Share Lock-Up
Period Termination Date, and, with respect to the Insider Warrants
and Insider Warrant Shares, on the Insider Warrant Lock-Up Period
Termination Date.
This letter
agreement shall be governed by and interpreted and construed in
accordance with the laws of the State of New York applicable to
contracts formed and to be performed entirely within the State of
New York, without regard to the conflicts of law provisions
thereof
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