exv10w2



 






Exhibit 10.2




[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]




___________, 2005                    




BB&T Capital Markets

                    As representative of the several Underwriters

909 East Main Street

P.O. Box 1575

Richmond, VA 23218-1575




	 	 	 	 	 
	 

	 	Re:
	 	Global Logistics Acquisition Corporation Initial Public Offering –

Letter Agreement






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, 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 as follows:



     The undersigned represents and warrants that, as of the date hereof, (i) the biographical
information furnished to the Company and the Representative and attached hereto as Exhibit
A is true and accurate in all respects (other than de minimis errors or omissions), does not
omit any material information with respect to the undersigned’s background during the previous five
years and contains all of the information required to be disclosed pursuant to Item 401 of
Regulation S-K, promulgated under the Securities Act of 1933, as amended, and (ii) the
questionnaires furnished by the undersigned to the Company and the Representative are true and
accurate in all respects (other than de minimis errors or omissions). The undersigned further
represents and warrants that:



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(a) The undersigned is not subject to or a respondent in any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or refrain from any act
or practice relating to the offering of securities in any jurisdiction;




(b) The undersigned has never been convicted of or pleaded guilty to any crime (i) involving
any fraud or (ii) relating to any financial transaction or handling of funds of another
person, or (iii) pertaining to any dealings in any securities and such person is not
currently a defendant in any such criminal proceeding; and




(c) The undersigned has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities license or
registration denied, suspended or revoked.



     The undersigned understands that the Representative may conduct a reasonable background check
with respect to the undersigned; provided, that the Representative agrees to maintain the
confidentiality of any information received pursuant thereto, and further agrees not transfer, or
cause or permit the transfer of, such information to any other person or party, or use such
information other than in connection with the IPO, in each case without the express written consent
of the undersigned.



     The undersigned acknowledges and understands that the Underwriters and the Company will rely
upon the agreements, representations and warranties set forth herein in proceeding with the IPO.



     This letter agreement shall terminate on the earlier of (i) the Business Combination Date and
(ii) the 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 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 letter 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.



[The Remainder of this Page is Intentionally Left Blank]





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	 	Sincerely,
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	(print name)






     Accepted and agreed:



     BB&T CAPITAL MARKETS



	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:	 	 
	Title:	 	 






[Letter
Agreement — BB&T Capital Markets]




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Schedule 1




SUPPLEMENTAL COMMON DEFINITIONS




     Unless the context shall otherwise require, the following terms shall have the following
respective meanings for all purposes, and the following definitions are equally applicable to both
the singular and the plural forms and the feminine, masculine and neuter forms of the terms
defined.



     “Business Combination” shall mean the acquisition by the Company, whether by merger, capital
stock exchange, asset acquisition or other similar type of combination, of one or more operating
businesses in the transportation and logistics sector and related industries, having, collectively,
a fair market value (as calculated in accordance with the Company’s Amended and Restated
Certificate of Incorporation) of at least 80% of the Company’s net assets at the time of such
merger, capital stock exchange, asset acquisition or other similar type of combination.



     “Business Combination Date” shall mean the date upon which a Business Combination is
consummated, as conclusively established by a majority of the Independent Directors of the Company
immediately following a Business Combination.



     “Effective Date” shall mean the date upon which the Registration Statement is declared
effective under the Securities Act of 1933, as amended, by the SEC.



     “Immediate Family” shall mean, with respect to any person, such person’s spouse, lineal
descendents, father, mother, brothers or sisters (including any such relatives by adoption or
marriage).



     “Independent Directors” shall mean the Company’s directors that qualify as “independent” under
NASD Rule 4200(a)(15), as amended.



     “Insiders” shall mean all of the officers, directors and stockholders of the Company
immediately prior to the Company’s IPO.



     “Insider Shares” shall mean all shares of Common Stock of the Company owned by an Insider
immediately prior to the Company’s IPO. For the avoidance of doubt, Insider Shares shall not
include any IPO Shares purchased by Insiders in connection with or subsequent to the Company’s IPO.



     “IPO Shares” shall mean all shares of Common Stock issued by the Company in its IPO,
regardless of whether such shares were issued to an Insider or otherwise.



     “Lock-Up Period” shall mean the period commencing on (inclusive of such date) the closing of
the IPO and delivery of the IPO Shares in connection therewith and ending on the earlier of (i) the
date that is six months immediately following the Business Combination Date, or (ii) the
Termination Date.



     “Lock-Up Period Termination Date” shall mean the close of business on the last day of the
Lock-Up Period.



 









 





     “Prospectus” shall mean the final prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, and included in the Registration Statement.



     “Registration Statement” shall mean the registration statement filed by the Company on Form
S-1 (No. 333-128591) with the SEC on September 26, 2005, and any amendment or supplement thereto,
in connection with the Company’s IPO.



     “SEC” shall mean the United States Securities and Exchange Commission.



     “Termination Date” shall mean the date that is sixty (60) calendar days immediately following
the Transaction Failure Date (inclusive thereof).



     “Transaction Failure” shall mean the earlier of (i) the failure to enter into a letter of
intent, definitive agreement or agreement in principle with respect to a Business Combination on
any day during the eighteenth-month period immediately following the Effective Date, and (ii) the
failure to consummate a Business Combination on any day during the twenty-four-month period
immediately following the Effective Date.



     “Transaction Failure Date” shall mean the date upon which a Transaction Failure occurs, as
conclusively established by a majority of the Independent Directors of the Company immediately
following a Transaction Failure.



     “Trust Fund” shall mean that certain trust account established with The Bank of New York and
in which the Company deposited the “funds to be held in trust”, as described in the Prospectus.



 









 





Exhibit A




BIOGRAPHY




[ Insert Bio here ]