exv10w8



 






Exhibit 10.8




[FORM OF LETTER AGREEMENT TO BE ENTERED INTO

BY AND BETWEEN THE REGISTRANT AND

BB&T CAPITAL MARKETS, A DIVISION OF SCOTT & STRINGFELLOW, INC.]




                          , 2005




BB&T CAPITAL MARKETS, a Division of Scott & Stringfellow, Inc.

909 East Main Street, 7th Floor

Richmond, VA 23218-1575





			
	Re:	 	Global Logistics Acquisition Corporation — Letter Agreement Regarding Warrant Purchases








Dear Ladies and Gentlemen:




     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”).



     In connection with the Warrant Purchase Agreements, the Company agrees to make all
commercially reasonable efforts to cause all Warrant purchases made pursuant to the Warrant
Purchase Agreements to be reported to the Securities and Exchange
Commission (the “Commission”) and
publicly disclosed on a beneficial ownership report on Form 4, to the extent such reporting and
public disclosure is required pursuant to Section 16 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated
thereunder. The Company further agrees to make available a representative of the Company (in
person at the offices of the Commission’s Division of Market
Regulation (the “Division”) in
Washington, DC or by telephone) to respond to inquiries by the Division regarding the purchase of
Warrants pursuant to the Warrant Purchase Agreements.



     In connection herewith, BB&T Capital Markets, a division of Scott & Stringfellow, Inc.
(“BB&T”) agrees that, in the event Warrant purchases pursuant to the Warrant Purchase Agreements
trigger an initial filing requirement under Section 16 of the Exchange Act, and the rules and
regulations of the Commission promulgated thereunder, such Warrant purchases will be reported to
the Commission and publicly disclosed on an initial beneficial ownership report on Form 3. BB&T
further agrees to provide, or cause to be provided, to the Division, promptly upon its request, a
daily time-sequenced schedule of all Warrant purchases pursuant to this Agreement, on a
transaction-by-transaction basis, including (i) size, time of execution, and price of purchase, and
(ii) the exchange, quotation system, or other facility through which each Warrant purchase
occurred, such information to be transmitted to the Division at its headquarters in Washington, DC
within thirty (30) calendar days of such request. BB&T further agrees to make available a
representative of BB&T (in person at the offices of the Division in Washington, DC or by telephone)
to respond to inquiries by the Division regarding the purchase of Warrants pursuant to the Warrant
Purchase Agreements.



     This Agreement shall be binding on each of the Company and the Representative and their
respective successors and assigns.



     This 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 to the extent such
principles or rules would require or permit the application of the laws of another jurisdiction.



 









 





     No term or provision of this Agreement may be amended, changed, waived, altered or modified
except by written instrument executed and delivered by the party against whom such amendment,
change, waiver, alteration or modification is to be enforced.



[Remainder of Page Intentionally Left Blank]





 









 








*       *       *




	 	 	 	 
	Very truly yours,









GLOBAL LOGISTICS ACQUISITION CORPORATION

 


	By:  	 	 
	Name:  	 	 
	Title:  	 	 
	 



	 	 	 	 	 
	 	Accepted and agreed as of the date hereof:





BB&T CAPITAL MARKETS

A Division of Scott & Stringfellow, Inc.


 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



[Letter Agreement Regarding Warrant Purchases]