Securities Purchase Agreement (2006)Full Document 

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                          SECURITIES PURCHASE AGREEMENT
                          (COMMON SHARES AND WARRANTS)

      SECURITIES  PURCHASE AGREEMENT (the "AGREEMENT"),  dated as of October 31,
2006, by and among Maritime Logistics US Holdings Inc., a Delaware  corporation,
with headquarters located at 547 Boulevard, Kenilworth, New Jersey ("MLI" or the
"COMPANY"),  and the investors  listed on the Schedule of Buyers attached hereto
(individually, a "BUYER" and collectively, the "BUYERS").

      WHEREAS:

      A. The Company and each Buyer is executing and  delivering  this Agreement
in reliance upon the exemption from securities  registration afforded by Section
4(2) of the Securities Act of 1933, as amended (the "1933 ACT"), and Rule 506 of
Regulation D ("REGULATION D") as promulgated by the United States Securities and
Exchange Commission (the "SEC") under the 1933 Act.

      B. Each Buyer  wishes to  purchase,  and the  Company  wishes  ShellCo (as
defined below) to sell, upon the terms and conditions  stated in this Agreement,
(i) that  aggregate  number of shares of  ShellCo's  Common  Stock (the  "COMMON
STOCK"),  set forth  opposite such Buyer's name in column (3) on the Schedule of
Buyers (which  aggregate  amount for all Buyers  together  shall not exceed five
million shares of Common Stock  (calculated  after the Company effects a reverse
stock split (discussed  below)) and shall  collectively be referred to herein as
the  "COMMON   SHARES")   for  an  aggregate   Purchase   Price  not  to  exceed
$50,000,000.00  and (ii) warrants,  in substantially the form attached hereto as
EXHIBIT A (the "WARRANTS"), to acquire that number of shares of Common Stock set
forth  opposite  such  Buyer's  name in column (4) of the Schedule of Buyers (as
exercised, collectively, the "WARRANT SHARES").

      C.  Contemporaneously  with the Closing (as defined below), the Buyers and
ShellCo will execute and deliver a Registration Rights Agreement,  substantially
in the form  attached  hereto as EXHIBIT B (as amended,  restated,  supplemented
and/or modified from time to time in accordance with the provisions thereof, the
"REGISTRATION  RIGHTS  AGREEMENT")  pursuant  to which  ShellCo  shall  agree to
provide  certain  registration  rights in respect of the Common Shares,  and the
Warrant  Shares  under the 1933 Act and the rules  and  regulations  promulgated
thereunder, and applicable state securities laws.

      D. The Common Shares, the Warrants and the Warrant Shares collectively are
referred to herein as the "SECURITIES".

      E. In connection with the Reorganization  (as defined below),  ShellCo has
authorized  the  issuance  of shares of Common  Stock to certain  members of its
management  (the  "MANAGEMENT  RESTRICTED  STOCK")  the resale of which shall be
limited  pursuant to the terms set forth in Lockup  Agreements the form of which
is attached hereto as EXHIBIT C. Immediately  prior to the issuance and delivery
of the Common  Shares and Warrants as provided for herein,  it is intended  that
ShellCo shall issue the Management  Restricted Stock to members of management of
the Company and their Subsidiaries.



      F.  Contemporaneously  herewith, the Company is entering into a securities
purchase  agreement,  by and  among the  Company  and the  buyers  listed on the
Schedule of Buyers  attached  thereto  (the  "CONVERTIBLE  NOTE  BUYERS"),  (the
"CONVERTIBLE NOTE SECURITIES PURCHASE  AGREEMENT"),  wherein the Company agrees,
upon the terms and subject to the conditions of the Convertible  Note Securities
Purchase  Agreement,  to cause ShellCo to issue and sell to the Convertible Note
Buyers (i) Senior Secured  Convertible Notes of ShellCo due 2011 in an aggregate
principal amount of  $65,000,000.00  (the  "CONVERTIBLE  NOTES"),  which will be
convertible  into shares of common stock (as converted,  the  "CONVERTIBLE  NOTE
SHARES") in accordance with the terms of the Convertible Notes, and (ii) certain
warrants (the  "CONVERTIBLE  NOTES'  WARRANTS"),  which will be  exercisable  to
purchase additional shares of Common Stock (as exercised,  the "CONVERTIBLE NOTE
WARRANT  SHARES")  in  accordance  with  the  terms  of the  Convertible  Notes'
Warrants.

      G.  Contemporaneously with the Closing (as defined below), the Convertible
Note Buyers and ShellCo will execute and deliver a Registration Rights Agreement
(the  "CONVERTIBLE  NOTES  REGISTRATION  RIGHTS  AGREEMENT"),  pursuant to which
ShellCo  will agree to  provide  certain  registration  rights in respect of the
Convertible  Note Shares and Convertible  Note Warrant Shares under the 1933 Act
and the rules and  regulations  promulgated  thereunder,  and  applicable  state
securities laws.

      H. The Convertible Notes, Convertible Notes' Warrants and Convertible Note
Warrant  Shares  collectively  are referred to herein as the  "CONVERTIBLE  NOTE
SECURITIES", and the offering thereof, the "CONVERTIBLE NOTE Offering".

      I. Immediately prior to the Closing, a wholly-owned  subsidiary of ShellCo
will be merged  with and into the  Company  and the  Company,  as the  surviving
entity, will become a wholly-owned subsidiary of ShellCo (the "REORGANIZATION").

      J.  Immediately  prior to the Closing,  ShellCo shall enter into a joinder
agreement,  pursuant  to which  ShellCo  shall,  among other  things,  join this
Agreement,  affirm the  representations  and  warranties  hereunder and agree to
perform the  obligations  and covenants of the Company  hereunder  (the "JOINDER
AGREEMENT"). The Company's obligation hereunder is subject to the condition that
ShellCo enter into the Joinder Agreement.

      K. Contemporaneously with the Closing, and with certain of the proceeds of
the  transactions  contemplated  hereby,  ShellCo  shall  acquire,  directly  or
indirectly,  all (or  substantially  all) of the equity of each of FMI Holdco I,
LLC, a Delaware  limited  liability  company  headquartered at 800 Federal Blvd,
Carteret,  New Jersey 07008 and certain of its parent  companies  (collectively,
"FMI"),  and  Clare  Freight,  Los  Angeles,   Inc.  a  California   corporation
headquartered at 17979 Arenth Ave., City of Industry, CA 91748 and TUG New York,
Inc., a New York corporation  headquartered at 13 Hendrickson Ave., Lynbrook, NY
11563 (the "TUG  COMPANIES"),  (collectively,  "TUG", and together with FMI, the
"TARGETS")  and  substantially  all of the assets of the TUG Logistics  group of
companies, including TUG Logistics, Inc., a California corporation headquartered
at 17971 Arenth Ave., City of Industry,  CA 91748, TUG Logistics (Miami), Inc. a
Florida  corporation  headquartered  at 2801 NW 74 Ave.,  Suite 173,  Miami,  FL
33122,  and Glare  Logistics,  Inc., a California  corporation  headquartered at
16905 South Keegan Ave., Carson, Los Angeles, CA 90746. (collectively, the


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"TUG  ASSETS",   and  the  acquisition  of  the  TUG  Assets  and  the  Targets,
collectively, the "ACQUISITIONS").

      NOW, THEREFORE, the Company and each Buyer hereby agree as follows:

      1.    PURCHASE AND SALE OF COMMON SHARES AND WARRANTS.

            (a)  PURCHASE  OF  COMMON  SHARES  AND  WARRANTS.   Subject  to  the
satisfaction  (or waiver) of the conditions set forth in Sections 6 and 7 below,
the Company  shall use best  efforts to cause  ShellCo to issue and sell to each
Buyer,  and each Buyer  severally,  but not  jointly,  agrees to  purchase  from
ShellCo on the Closing Date (as defined below),  the number of Common Shares set
forth opposite such Buyer's name in column (3) on the Schedule of Buyers,  along
with  Warrants  to acquire up to that  number of Warrant  Shares as is set forth
opposite  such  Buyer's  name in  column  (4) on the  Schedule  of  Buyers  (the
"CLOSING").

            (b) CLOSING.  The date and time of the Closing (the "CLOSING  DATE")
shall be 10:00 a.m.,  New York City time,  on a date  mutually  agreed to by the
Company and Buyers  holding the right to purchase  not less than  66-2/3% of the
Shares to be sold  hereunder,  such  Closing  Date to be as soon as  practicable
following satisfaction (or waiver) of the conditions to the Closing set forth in
Sections 6 and 7 below at the  offices of  Schulte  Roth & Zabel LLP,  919 Third
Avenue, New York, New York 10022.

            (c) PURCHASE  PRICE.  The purchase  price for the Common  Shares and
related  Warrants  to be  purchased  by each Buyer at the  Closing  shall be the
amount set forth  opposite  such  Buyer's  name in column (5) of the Schedule of
Buyers (the "PURCHASE  PRICE") which shall be equal to the amount of $0.8908 per
Common  Share and related  Warrant,  prior to the  effectiveness  of the reverse
stock split (the "REVERSE SPLIT") and $10.00 thereafter.

            (d) FORM OF PAYMENT.  On the Closing Date,  (i) each Buyer shall pay
its  respective  Purchase  Price to  ShellCo,  and/or one or more  designees  of
ShellCo for the Common  Shares and  Warrants to be issued and sold to such Buyer
at the Closing,  by wire transfer of immediately  available  funds in accordance
with the Company's or ShellCo's written wire instructions,  and (ii) the Company
shall use best efforts to cause ShellCo to deliver to each Buyer (A) one or more
stock  certificates,  with such  restrictive  and  other  legends  as  expressly
provided in Section 2(g)  hereof,  evidencing  the number of Common  Shares such
Buyer is purchasing as is set forth  opposite such Buyer's name in column (3) of
the Schedule of Buyers and (B) a Warrant pursuant to which such Buyer shall have
the right to acquire such number of Warrant Shares as is set forth opposite such
Buyer's name in column (4) of the Schedule of Buyers, in all cases duly executed
on behalf of ShellCo and registered in the name of such Buyer.

      2.    BUYER'S REPRESENTATIONS AND WARRANTIES.

            Each Buyer represents and warrants in respect of only itself that:

            (a) NO PUBLIC SALE OR DISTRIBUTION.  Such Buyer is (i) acquiring the
Common  Shares and the  Warrants  and (ii) upon  exercise of the  Warrants  will
acquire the Warrant  Shares  issuable  upon  exercise  thereof,  in the ordinary
course of  business  for its own  account  and not with a view  towards,  or for
resale in connection with, the public sale or distribution thereof,

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