EXHIBIT 10.8
REGISTRATION RIGHTS AGREEMENT
FOR
INVESTORS
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into effective as of April 19,
2000, by and among UTi WORLDWIDE INC. (f/k/a Union- Transport Inc.), a British Virgin Islands
corporation (the "Company"), and each of the entities or persons named on the signature page hereto (referred to
herein individually as an "Investor" and, collectively, as "Investors").
RECITALS
A. Investors collectively own issued and outstanding ordinary shares and/or preference shares of the Company;
B. The Company desires to secure the Investors' agreement that they will not sell their shares of the Company's
stock within 180 days of the effective date of a registration statement in the event the Company undertakes a
public offering in the United States;
C. To induce the Investors to agree to such restrictions on sale of the Company's stock, the Company and the
Investors agree that this Agreement shall govern the rights of the Investors to cause the Company to register in
the United States shares of the Company's stock issued or issuable to them, and certain other matters set forth
herein.
In consideration of the mutual promises, representations, warranties, covenants and conditions set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto mutually agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have the following respective meanings:
"1933 Act" or the "Act" shall mean the United States' Securities Act of 1933, as amended, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect from time to time.
"1934 Act" shall mean the United States' Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect from time to time.
"Commission" or "SEC" shall mean the United States Securities and Exchange