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]

Exhibit 10.2

[FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN BB&T CAPITAL MARKETS, A DIVISION OF
XXXXX & XXXXXXXXXXXX, INC., AND EACH OF THE INITIAL STOCKHOLDERS]

___________, 2005                    

BB&T Capital Markets
                    As representative of the several Underwriters
000 Xxxx Xxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, XX 00000-0000

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 ]