Clark Holdings Inc. Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among GORES LOGISTICS HOLDINGS, LLC, GORES LOGISTICS SUB, INC. and CLARK HOLDINGS INC. September 1, 2011
Agreement and Plan of Merger • September 2nd, 2011 • Clark Holdings Inc. • Transportation services • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of September 1, 2011 (as may be amended, supplemented or otherwise modified from time to time, this “Agreement”), by and among Clark Holdings Inc., a Delaware corporation (the “Company”), Gores Logistics Holdings, LLC, a Delaware limited liability company (“Parent”), and Gores Logistics Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”).

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FORM OF REGISTRATION RIGHTS AGREEMENT] REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 9th, 2006 • Global Logistics Acquisition CORP • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___day of ___, 2006, by and among: Global Logistics Acquisition Corporation, a Delaware corporation (the “Company”); and each of the undersigned parties listed under Insiders on the signature page hereto (each, an “Insider” and collectively, the “Insiders”).

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VOTING AGREEMENT
Voting Agreement • September 27th, 2011 • Clark Holdings Inc. • Transportation services • Delaware

WHEREAS, Parent proposes to enter into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), by and among Parent, its subsidiary Gores Logistics Sub, Inc. (“Merger Sub”), and Clark Holdings, Inc. (the “Company”), pursuant to which Merger Sub would merge with and into the Company (the “Merger”) and the Stockholders and the other stockholders in the Company would receive in exchange for each share of Company Common Stock, $0.46 in cash; and

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November 29, 2010 Mr. Gregory Burns Chief Executive Officer Clark Holdings, Inc. New York, NY 10016 Re: Agreement for the Provision of Services Dear Greg:
Clark Holdings Inc. • July 15th, 2011 • Transportation services • New York

This letter, together with the attached Schedule(s) and General Terms and Conditions, sets forth the agreement (“Agreement”) between AlixPartners, LLP, a Delaware limited liability partnership (“AlixPartners”), and Clark Holdings, Inc. (“Clark” or the Company), for the engagement of AlixPartners to provide services to the Company.

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EMPLOYMENT AGREEMENT
Employment Agreement • May 21st, 2007 • Global Logistics Acquisition CORP • Blank checks

This Employment Agreement (“Agreement”) is entered into on May 18, 2007 by and between John Barry, a natural person (“Executive”), and The Clark Group, Inc., a Delaware corporation (the “Company”).

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AGREEMENT
Agreement • February 20th, 2008 • Global Logistics Acquisition CORP • Blank checks • New York

AGREEMENT, dated February 8, 2008, among Clark-GLAC Investment, LLC, a Delaware limited liability company, or its assigns (the “Purchaser”), the undersigned individual persons (each an “Insider” and collectively the “Insiders”) and Global Logistics Acquisition Corporation, a Delaware corporation (the “Company”).

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CREDIT AND SECURITY AGREEMENT DATED AS OF MARCH 5, 2010 BETWEEN COLE TAYLOR BANK THE LENDER, AND CLARK HOLDINGS INC., THE CLARK GROUP, INC., CLARK DISTRIBUTION SYSTEMS, INC., HIGHWAY DISTRIBUTIONS SYSTEMS, INC., CLARK WORLDWIDE TRANSPORTATION, INC....
Credit and Security Agreement • March 11th, 2010 • Clark Holdings Inc. • Transportation services • Illinois

THIS CREDIT AND SECURITY AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) made this 5th day of March 2010, by and between COLE TAYLOR BANK, an Illinois banking corporation (“Lender”), and CLARK HOLDINGS INC., a Delaware Corporation, THE CLARK GROUP, INC., a Delaware Corporation, CLARK DISTRIBUTION SYSTEMS, INC., a Delaware Corporation, HIGHWAY DISTRIBUTION SYSTEMS, INC., a Delaware Corporation, CLARK WORLDWIDE TRANSPORTATION, INC., a Pennsylvania Corporation and EVERGREEN EXPRESS LINES, INC., a Pennsylvania Corporation (individually a “Borrower” and collectively (the “Borrowers”).

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FORM OF STOCK TRANSFER AGENCY AGREEMENT] STOCK TRANSFER AGENCY AGREEMENT between GLOBAL LOGISTICS ACQUISITION CORPORATION and THE BANK OF NEW YORK Dated as of _________ __, 2005 ACCOUNT NUMBER(S)
Stock Transfer Agency Agreement • December 15th, 2005 • Global Logistics Acquisition CORP • Blank checks • New York

AGREEMENT, made as of ___, 2005, by and between GLOBAL LOGISTICS ACQUISITION CORPORATION, a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Customer”), and THE BANK OF NEW YORK, a New York trust company (hereinafter referred to as the “Bank”).

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SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • November 16th, 2010 • Clark Holdings Inc. • Transportation services

THIS SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is dated as of November 11, 2010, (the “Effective Date”) by and among COLE TAYLOR BANK (the “Lender”) and CLARK HOLDINGS INC., THE CLARK GROUP, INC., CLARK DISTRIBUTION SYSTEMS, INC., HIGHWAY DISTRIBUTIONS SYSTEMS, INC., CLARK WORLDWIDE TRANSPORTATION, INC., and EVERGREEN EXPRESS LINES, INC. (collectively, the “Borrowers”).

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ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • November 3rd, 2005 • Global Logistics Acquisition CORP • Blank checks • New York

AGREEMENT made as of September 30, 2005 by and between Global Logistics Acquisition Corporation, a Delaware corporation (hereinafter referred to as the “Corporation”), and Blue Line Advisors, Inc. (hereinafter referred to as the “Administrator”).

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FORM OF WARRANT PURCHASE COMMITMENT AGREEMENT]
Letter Agreement • December 15th, 2005 • Global Logistics Acquisition CORP • Blank checks • New York

This letter agreement (the “Agreement”) will confirm the agreement of the undersigned to purchase (the “Purchase Commitment”) warrants (the “Warrants”) of Global Logistics Acquisition Corporation (the “Company”) that are included in the units (the “Units”) being sold in the Company’s initial public offering (“IPO”) pursuant to the Company’s registration statement on Form S-1 (File No. 333-128591) (as may be amended and supplemented from time to time, the “Registration Statement”). The Purchase Commitment shall be subject to the terms and conditions set forth herein.

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CONSENT TO CREDIT AGREEMENT
Consent to Credit Agreement • March 10th, 2008 • Clark Holdings Inc. • Blank checks

This Consent to Credit Agreement (this “Consent”), dated as of March 6, 2008, is among Clark Holdings, Inc. (f/k/a Global Logistics Acquisition Corporation), a Delaware corporation (“Holdings”), The Clark Group, Inc., a Delaware corporation (“Clark Holdings”), Clark Distribution Systems, Inc., a Delaware corporation (“CDS”), Clark Worldwide Transportation, Inc., a Pennsylvania corporation (“CWT”), Highway Distribution Systems, Inc., a Delaware corporation (“HDS”), and Evergreen Express Lines, Inc., a Pennsylvania corporation (together with Holdings, Clark Holdings, CDS, CWT and HDS, the “Borrowers”) and LaSalle Bank National Association, individually as a Lender and as Administrative Agent for the Lenders (as such terms are each defined in the Credit Agreement defined below).

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FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • May 24th, 2010 • Clark Holdings Inc. • Transportation services

THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is dated as of May 17, 2010, (the “Effective Date”) by and among COLE TAYLOR BANK (the “Lender”) and CLARK HOLDINGS INC., THE CLARK GROUP, INC., CLARK DISTRIBUTION SYSTEMS, INC., HIGHWAY DISTRIBUTIONS SYSTEMS, INC., CLARK WORLDWIDE TRANSPORTATION, INC., and EVERGREEN EXPRESS LINES, INC. (collectively, the “Borrowers”).

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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • February 1st, 2008 • Global Logistics Acquisition CORP • Blank checks • New York

AGREEMENT, dated February 1, 2008, among the persons listed on Schedule A hereto (each a “Purchaser” and collectively the “Purchasers”) and Global Logistics Acquisition Corporation, a Delaware corporation (the “Company”).

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Re: Global Logistics Acquisition Corporation Initial Public Offering – Lock-up Letter Agreement
Underwriting Agreement • December 15th, 2005 • Global Logistics Acquisition CORP • Blank checks • New York

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.

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AMENDMENT TO FORBEARANCE AGREEMENT AND CREDIT AGREEMENT
Forbearance Agreement and Credit Agreement • March 3rd, 2010 • Clark Holdings Inc. • Transportation services

AMENDMENT TO FORBEARANCE AGREEMENT AND CREDIT AGREEMENT (as amended or otherwise modified from time to time in accordance with the terms here, the "Agreement") dated as of February 26, 2010, among Clark Holdings Inc. (f/k/a Global Logistics Acquisition Corporation), a Delaware corporation ("Holdings"), The Clark Group, Inc., a Delaware corporation ("Clark Holdings"), Clark Distribution Systems, Inc., a Delaware corporation ("CDS"), Clark Worldwide Transportation, Inc., a Pennsylvania corporation ("CWT"), Highway Distribution Systems, Inc., a Delaware corporation ("HDS"), and Evergreen Express Lines, Inc., a Pennsylvania corporation (together with Holdings, Clark Holdings, CDS, CWT and HDS, the "Borrowers") and Bank of America, N.A., (successor-in-interest to LaSalle Bank National Association), individually as a Lender and as Administrative Agent ("Agent") for the Lenders (as such terms are each defined in the Credit Agreement defined below).

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FORM OF REGISTRATION RIGHTS AGREEMENT] REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 15th, 2005 • Global Logistics Acquisition CORP • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2005, by and among: Global Logistics Acquisition Corporation, a Delaware corporation (the “Company”); and each of the undersigned parties listed under Insiders on the signature page hereto (each, an “Insider” and collectively, the “Insiders”).

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FIRST SUPPLEMENTAL WARRANT AGREEMENT
First Supplemental Warrant Agreement • August 21st, 2006 • Global Logistics Acquisition CORP • Blank checks • New York

This First Supplemental Warrant Agreement (this “Agreement”), dated August 21, 2006, is to the Warrant Agreement, dated as of February 15, 2006 (the “Warrant Agreement”), by and between Global Logistics Acquisition Corporation, a Delaware corporation (“Company”), and The Bank of New York, a New York trust company (“Warrant Agent”).

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CREDIT AGREEMENT dated as of February 12, 2008 among GLOBAL LOGISTICS ACQUISITION CORPORATION, THE CLARK GROUP, INC., CLARK DISTRIBUTION SYSTEMS, INC., CLARK WORLDWIDE TRANSPORTATION, INC., HIGHWAY DISTRIBUTION SYSTEMS, INC. AND EVERGREEN EXPRESS...
Credit Agreement • March 7th, 2008 • Clark Holdings Inc. • Blank checks

THIS CREDIT AGREEMENT dated as of February 12, 2008 (as amended, restated or otherwise modified from time to time, this “Agreement”) is entered into among GLOBAL LOGISTICS ACQUISITION CORPORATION, a Delaware corporation (“Holdings”), THE CLARK GROUP, INC., a Delaware corporation (“Clark Holdings”), CLARK DISTRIBUTION SYSTEMS, INC., a Delaware corporation (“CDS”), CLARK WORLDWIDE TRANSPORTATION, INC., a Pennsylvania corporation (“CWT”), HIGHWAY DISTRIBUTION SYSTEMS, INC., a Delaware corporation (“HDS”), and EVERGREEN EXPRESS LINES, INC., a Pennsylvania corporation (“EEL”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “LaSalle”), as Administrative Agent for the Lenders.

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EMPLOYMENT AGREEMENT
Employment Agreement • May 3rd, 2010 • Clark Holdings Inc. • Transportation services

This EMPLOYMENT AGREEMENT (the “Agreement”) dated this 27th day of October, 2009 the (“Effective Date”), by and between THE CLARK GROUP, INC., a Delaware corporation (“Employer”), and CHARLES H. FISCHER III (“Executive”). This Agreement supersedes and replaces in its entirety the previous employment agreement, dated _________ ____, 200___ between Employer and Executive.

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FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND BB&T CAPITAL MARKETS, A DIVISION OF SCOTT & STRINGFELLOW, INC.]
Letter Agreement • December 15th, 2005 • Global Logistics Acquisition CORP • Blank checks • New York

This letter agreement (the “Agreement”) is being delivered to you in connection with the agreement of each of the initial stockholders (collectively, the “Warrant Purchase Agreements”) of Global Logistics Acquisition Corporation (the “Company”) to purchase (the “Purchase Commitment”) warrants (the “Warrants”) of the Company that are included in the units (the “Units”) being sold in the Company’s initial public offering (“IPO”) pursuant to the Company’s registration statement on Form S-1 (File No. 333-128591) (as may be amended and supplemented from time to time, the “Registration Statement”).

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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
Common Stock Warrant Agreement • December 15th, 2005 • Global Logistics Acquisition CORP • Blank checks • New York

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”).

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FORM OF UNDERWRITING AGREEMENT] GLOBAL LOGISTICS ACQUISITION CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • February 9th, 2006 • Global Logistics Acquisition CORP • Blank checks • New York

The undersigned, Global Logistics Acquisition Corporation, a Delaware corporation (“Company”), hereby confirms its agreement with BB&T Capital Markets, a Division of Scott & Stringfellow, Inc. (being referred to herein variously as “you,” “BBTCM” or the “Representative”) and with the other underwriters named on Schedule I hereto for which BBTCM is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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Chicago Dallas Detroit Dubai Düsseldorf London Los Angeles Milan Munich New York Paris San Francisco Shanghai Tokyo Washington, DC
Clark Holdings Inc. • May 17th, 2011 • Transportation services

This letter represents the first amendment (“First Amendment”) to the agreement between AlixPartners, LLP, a Delaware limited liability partnership (“AlixPartners”) and Clark Holdings, Inc. (“Clark” or the “Company”) dated November 29, 2010 (the “Engagement Letter”). Unless otherwise modified herein, the terms and conditions of the Engagement Letter remain in full force and effect.

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FORM OF INITIAL STOCKHOLDER WARRANT PURCHASE AGREEMENT] GLOBAL LOGISTICS ACQUISITION CORPORATION INITIAL STOCKHOLDER WARRANT PURCHASE AGREEMENT
Initial Stockholder Warrant Purchase Agreement • February 9th, 2006 • Global Logistics Acquisition CORP • Blank checks • New York

THIS INITIAL STOCKHOLDER WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of February , 2006 by and between Global Logistics Acquisition Corporation, a Delaware corporation (the “Company”), on the one hand, and each of the undersigned parties listed under Initial Stockholders on the signature page hereto, on the other hand (collectively, the “Initial Stockholders” or, individually, an “Initial Stockholder”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 7 hereof.

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AMENDMENT AND FORBEARANCE AGREEMENT
Amendment and Forbearance Agreement • September 21st, 2009 • Clark Holdings Inc. • Blank checks

AMENDMENT AND FORBEARANCE AGREEMENT (as amended or otherwise modified from time to time in accordance with the terms here, the "Agreement") dated as of September 15, 2009, among Clark Holdings, Inc. (f/k/a Global Logistics Acquisition Corporation), a Delaware corporation ("Holdings"), The Clark Group, Inc., a Delaware corporation ("Clark Holdings"), Clark Distribution Systems, Inc., a Delaware corporation ("CDS"), Clark Worldwide Transportation, Inc., a Pennsylvania corporation ("CWT"), Highway Distribution Systems, Inc., a Delaware corporation ("HDS"), and Evergreen Express Lines, Inc., a Pennsylvania corporation (together with Holdings, Clark Holdings, CDS, CWT and HDS, the "Borrowers") and Bank of America, N.A., (successor-in-interest to LaSalle Bank National Association), individually as a Lender and as Administrative Agent for the Lenders (as such terms are each defined in the Credit Agreement defined below).

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FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN BB&T CAPITAL MARKETS, A DIVISION OF SCOTT & STRINGFELLOW, INC., AND EACH OF THE INITIAL STOCKHOLDERS]
Letter Agreement • December 15th, 2005 • Global Logistics Acquisition CORP • Blank checks • New York

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, 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.

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FORM OF LETTER AGREEMENT]
Letter Agreement • January 31st, 2006 • Global Logistics Acquisition CORP • Blank checks • New York

This letter agreement will confirm our agreement that in the event we are retained by the Company to provide services relating to a possible business combination following the completion of the Company's initial public offering pursuant to the Registration Statement, we will assign our obligations to purchase Company warrants pursuant to the Warrant Purchase Agreements to a broker dealer(s) unaffiliated and independent of us. In such event, we further confirm that we will not agree to receive, and will not accept, any compensation as a result of such assignment.

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THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • April 14th, 2011 • Clark Holdings Inc. • Transportation services

THIS THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is dated as of March 25, 2011 (the “Effective Date”) by and among COLE TAYLOR BANK (the “Lender”) and CLARK HOLDINGS INC., THE CLARK GROUP, INC., CLARK DISTRIBUTION SYSTEMS, INC., HIGHWAY DISTRIBUTIONS SYSTEMS, INC., CLARK WORLDWIDE TRANSPORTATION, INC., and EVERGREEN EXPRESS LINES, INC. (collectively, the “Borrowers”).

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AGREEMENT FOR ADVISORY SERVICES BY AND BETWEEN CLARK HOLDINGS, INC AND EVEREST GROUP INTERNATIONAL LLC
Agreement for Advisory Services • November 16th, 2010 • Clark Holdings Inc. • Transportation services • Georgia

This Agreement for Advisory Services (the "Agreement"), effective September 14, 2010 (the “Effective Date”), is by and between Clark Holdings Inc., with corporate offices at 121 New York Avenue, Trenton, NJ 08638 (hereinafter the "Client", “you”, “your”, “its”, “Company”, or “them”), and Everest Group International LLC, with an address at 600 Woodbrook Way, Lawrenceville, GA 30043 (hereinafter the "Advisor", “their”, “its”, or “EGI”), collectively hereinafter “Party” or “the Parties”.

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FORM OF UNDERWRITING AGREEMENT] GLOBAL LOGISTICS ACQUISITION CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • December 15th, 2005 • Global Logistics Acquisition CORP • Blank checks • New York

The undersigned, Global Logistics Acquisition Corporation, a Delaware corporation (“Company”), hereby confirms its agreement with BB&T Capital Markets, a Division of Scott & Stringfellow, Inc. (being referred to herein variously as “you,” “BBTCM” or the “Representative”) and with the other underwriters named on Schedule I hereto for which BBTCM is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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March 29, 2011 Mr. Gregory Burns Chief Executive Officer Clark Holdings, Inc. New York, NY 10016 Re: Agreement for the Provision of Services – First Amendment Dear Greg:
Clark Holdings Inc. • August 4th, 2011 • Transportation services

This letter represents the first amendment (“First Amendment”) to the agreement between AlixPartners, LLP, a Delaware limited liability partnership (“AlixPartners”) and Clark Holdings, Inc. (“Clark” or the “Company”) dated November 29, 2010 (the “Engagement Letter”). Unless otherwise modified herein, the terms and conditions of the Engagement Letter remain in full force and effect.

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WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • April 20th, 2009 • Clark Holdings Inc. • Blank checks

This Waiver and Amendment No. 2 to Credit Agreement (this "Amendment"), dated as of April 17, 2009, is among Clark Holdings, Inc. (f/k/a Global Logistics Acquisition Corporation), a Delaware corporation ("Holdings"), The Clark Group, Inc., a Delaware corporation ("Clark Holdings"), Clark Distribution Systems, Inc., a Delaware corporation ("CDS"), Clark Worldwide Transportation, Inc., a Pennsylvania corporation ("CWT"), Highway Distribution Systems, Inc., a Delaware corporation ("HDS"), and Evergreen Express Lines, Inc., a Pennsylvania corporation (together with Holdings, Clark Holdings, CDS, CWT and HDS, the "Borrowers") and Bank of America, N.A., (successor-in-interest to LaSalle Bank National Association), individually as a Lender and as Administrative Agent for the Lenders (as such terms are each defined in the Credit Agreement defined below).

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FORM OF TRUST ACCOUNT AGREEMENT] TRUST ACCOUNT AGREEMENT
Trust Account Agreement • February 9th, 2006 • Global Logistics Acquisition CORP • Blank checks • New York

This TRUST ACCOUNT AGREEMENT (the “Agreement”) is made as of ___, 2006 by and between GLOBAL LOGISTICS ACQUISITION CORPORATION, a Delaware corporation (the “Company”) and THE BANK OF NEW YORK, a New York banking corporation, as account agent (the “Account Agent”).

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CONSENT TO CREDIT AGREEMENT
Consent to Credit Agreement • April 23rd, 2008 • Clark Holdings Inc. • Blank checks

This Consent to Credit Agreement (this “Consent”), dated as of April 10, 2008, is among Clark Holdings, Inc. (f/k/a Global Logistics Acquisition Corporation), a Delaware corporation (“Holdings”), The Clark Group, Inc., a Delaware corporation (“Clark Holdings”), Clark Distribution Systems, Inc., a Delaware corporation (“CDS”), Clark Worldwide Transportation, Inc., a Pennsylvania corporation (“CWT”), Highway Distribution Systems, Inc., a Delaware corporation (“HDS”), and Evergreen Express Lines, Inc., a Pennsylvania corporation (together with Holdings, Clark Holdings, CDS, CWT and HDS, the “Borrowers”) and LaSalle Bank National Association, individually as a Lender and as Administrative Agent for the Lenders (as such terms are each defined in the Credit Agreement defined below).

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