UNDERWRITING AGREEMENT

Exhibit 1.1

[FORM OF UNDERWRITING AGREEMENT]

GLOBAL LOGISTICS ACQUISITION CORPORATION

UNDERWRITING AGREEMENT

BB&T CAPITAL MARKETS, a Division of Scott & Stringfellow, Inc.
     As Representative of the Several Underwriters

BB&T Capital Markets, a Division of Scott & Stringfellow, Inc.
900 East Main Street
Richmond, Virginia 23219

[____________], 2006

Ladies and Gentlemen:

     The undersigned, Global Logistics Acquisition Corporation, a Delaware corporation ( “Company” ), hereby confirms its agreement with BB&T Capital Markets, a Division of Scott & Stringfellow, Inc. (being referred to herein variously as “you,” “BBTCM” or the “Representative” ) and with the other underwriters named on Schedule I hereto for which BBTCM is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter” ) as follows:

1. Purchase and Sale of Securities.

     1.1      Firm Securities .

     1.1.1 Purchase of Firm Units . On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell, severally and not jointly, to the several Underwriters, an aggregate of 10,000,000 units (the “Firm Units” ) of the Company, at a purchase price (net of discounts and commissions) of $___ ¹ per Firm Unit; provided , however , that a portion of the discounts and commissions equal to $       per Firm Unit (the “ Deferred Discount ”) also shall be paid to the Company in connection with the sale of the Firm Units, and shall be payable to the Underwriters only upon the consummation of a Business Combination (as defined below) by the Company, and only with respect to the shares of the Company’s Common Stock (as defined below) included in the Firm Units that are not converted into

cash in connection with such Business Combination as described in the Prospectus (as defined below). The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I hereto and made a part hereof at a purchase price (net of discounts and commissions) of $___ ² per Firm Unit, subject to the withholding of the Deferred Discount as contemplated herein. The Firm Units are to be offered initially to the public (the “Offering” ) at the offering price of $8.00 per Firm Unit.

     The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Company’s public stockholders, (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the public stockholders of the Company on a pro rata basis.

     Each Firm Unit consists of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock” ), and one warrant (the “Warrant” ). The shares of Common Stock and the Warrants included in the Firm Units will not be separately transferable until 20 days after the earlier of the expiration of the Underwriters’ Over-allotment Option (as defined in Section 1.2.1 herein) and the exercise in full by the Underwriters of such Over-allotment Option, but in no event will the Representative allow separate trading until an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering has been prepared and filed with a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission” ). Each Warrant entitles its holder to exercise it to purchase one share of Common Stock for $6.00 during the period commencing on the later of the consummation by the Company of its “Business Combination” (as defined below) or one year from the effective date of the Registration Statement (the “Effective Date” ) and terminating on the five-year anniversary of the Effective Date. “Business Combination” shall mean the acquisition by the Company, whether by merger, capital stock exchange, asset acquisition or other similar type of business 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 (the “Certificate of Incorporation” )) equal to at least 80% of the balance in the trust fund established by the Company as described in the Registration Statement (the “Trust Fund ”) pursuant to the terms of a trust account agreement as described in the Registration Statement (the “Trust Agreement ”) (after excluding the aggregate amount of Deferred Discounts held in the Trust Fund) at the time of such acquisition; provided , however , that any acquisition of multiple businesses shall occur contemporaneously with one another.

     1.1.2 Payment and Delivery . Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative

or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called, collectively, the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, payable as follows: the gross proceeds received for the Firm Units sold in the Offering, less 7.0% of such proceeds attributable to the Underwriters’ discounts and commissions as described herein, plus the aggregate amount of the Deferred Discounts, shall be deposited in the Trust Fund. The aggregate amount of Deferred Discounts for the Firm Units held in the Trust Fund shall promptly be paid by the Company to the Underwriters by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, at the Representative’s election, upon the consummation of a Business Combination by the Company; provided, however, that the Deferred Discount shall only be paid by the Company to the Underwriters with respect to the shares of the Company’s Common Stock included in the Firm Units that are not converted into cash in connection with such Business Combination, as described in the Prospectus. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing, such request to be made at least two business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least two business days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

     1.2 Over-Allotment Option .

     1.2.1 Option Units . For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Underwriters are hereby granted, severally and not jointly, an option to purchase, collectively, up to an additional 1,500,000 units from the Company (the “Over-allotment Option” ). Such additional 1,500,000 units are hereinafter referred to as the “Option Units.” The Firm Units and the Option Units are hereinafter collectively referred to as the “Units.” The purchase price to be paid for the Option Units will be $___ ³ per Option Unit, the same price per Firm Unit as set forth in Section 1.1.1 hereof; provided , however , that an amount per Option Unit equal to the Deferred Discount also shall be paid to the Company in connection with the sale of the Option Units, and shall be payable to the Underwriters only upon the consummation of a Business Combination by the Company, and only with respect to the shares of the Company’s Common Stock included in the Option Units that are not converted into cash in connection with such Business Combination as described in the Prospectus. In the event and to the extent that the Underwriters shall exercise the Over-allotment Option, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company that portion of the number of Option Units as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Units by a fraction, the numerator of which is the maximum number of Firm Units which such Underwriter is obligated to purchase as set forth opposite the name of such

Underwriter in Schedule I hereto, and the denominator of which is the maximum number of Firm Units that all of the Underwriters are obligated to purchase hereunder. The Units, the shares of Common Stock and the Warrants included in the Units and the shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to collectively as the “Public Securities.”

     1.2.2 Exercise of Option . The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised in whole or in part by the Representative at any time within 45 days after the Effective Date. The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company by the Representative, which must be confirmed in writing by overnight mail or facsimile transmission setting forth the aggregate number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the “Option Closing Date” ), which will not be later than ten business days after the date of the notice, unless another time shall be agreed upon by the Company and the Representative in writing, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative in writing. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.

     1.2.3 Payment and Delivery . Payment for the Option Units shall be made on the Option Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, payable to the Trust Fund at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company, in writing, upon delivery to you of certificates representing such securities (or through the facilities of the DTC) for the account of the Underwriters. The aggregate amount of Deferred Discounts for the Option Units held in the Trust Fund shall promptly be paid by the Company to the Underwriters by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, at the Representative’s election, upon the consummation of a Business Combination by the Company; provided , however , that the Deferred Discount shall only be paid by the Company to the Underwriters with respect to the shares of the Company’s Common Stock included in the Option Units that are not converted into cash in connection with such Business Combination, as described in the Prospectus. The certificates representing the Option Units to be delivered will be in such denominations and registered in such names as the Representative requests not less than two business days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than two business days prior to such Closing Date.

2.   Representations and Warranties of the Company . The Company represents and warrants to the Underwriters as follows:

     2.1 Filing of Registration Statement .

     2.1.1 Pursuant to the Act . The Company has filed with the Commission a registration statement, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement” ), including any related preliminary prospectus included in the Initial Registration Statement or filed pursuant to Rule 424(a) of the Securities Act of 1933, as amended (the “Act” ) ( “Preliminary Prospectus” ), for the registration of the Public Securities under the Act. The Preliminary Prospectus, dated [February 6], 2006, relating to the Units that is included in the Initial Registration Statement, is hereinafter called the “Pre-Pricing Prospectus” . Except as the context may otherwise require, such Initial Registration Statement, as amended and on file with the Commission at the time such Initial Registration Statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations (as defined below)), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement” ), are hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Regulations), is hereinafter called the “Prospectus.” The Initial Registration Statement was declared effective by the Commission on the date hereof.

     2.1.2 Pursuant to the Exchange Act . The Company has filed with the Commission a Form 8-A (File Number 001-32735) providing for the registration under the Securities Exchange Act of 1934, as amended ( “Exchange Act” ), of the Public Securities. The registration of the Public Securities under the Exchange Act became effective on the date hereof.

     2.2 No Stop Orders, Etc . Neither the Commission nor, to the best of the Company’s knowledge, any state regulatory authority has issued any order preventing or suspending the use of any Preliminary Prospectus or has instituted or, to the best of the Company’s knowledge, threatened to institute any proceedings with respect to such an order. Neither the Commission nor, to the best of the Company’s knowledge, any state regulatory authority has issued any order suspending the effectiveness of the Registration Statement or has instituted or, to the best of the Company’s knowledge, threatened to institute any proceedings with respect to such an order.

     2.3 Disclosures in Registration Statement .

     2.3.1 1 0b-5 Representation . Subject to the last sentence of this Section 2.3.1., (i) the Registration Statement and any further amendment thereto do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Pre-

Pricing Prospectus, when taken together with certain information omitted from the Pre-Pricing Prospectus in reliance on Rule 430A under the Act and included in the Prospectus (the “Pricing Information” ), and the Prospectus and any further amendment or supplement thereto do not and will not, as of the applicable filing date as to each of the Pre-Pricing Prospectus and the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iii) each Preliminary Prospectus, when taken together with the Pricing Information, at the time of filing thereof, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or any amendment thereof or supplement thereto (it being understood and agreed that the only such information is that described as such in Section 5.4 hereof).

     2.3.2 Compliance with the Act . As of the applicable filing date, each of the Registration Statement, the Pre-Pricing Prospectus, when taken together with the Pricing Information, and the Prospectus conformed and any further amendments or supplements to the Registration Statement, the Pre-Pricing Prospectus or the Prospectus will conform, in all material respects, with the requirements of the Act and the rules and regulations of the Commission thereunder (the “Regulations” ).

     2.3.3 Disclosure of Agreements . The agreements and documents described in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus conform to the descriptions thereof contained therein and there are no agreements or other documents required to be described in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement filed as an exhibit to the Registration Statement to which the Company is currently a party has been duly and validly executed by the Company, is in full force and effect and is enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors’ rights generally, (ii) as such enforceability may be limited by an implied covenant of good faith and fair dealing, (iii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws or principles of public policy, (iv) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (v) as such enforceability may be limited by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), and none of such agreements has been assigned by the Company, and the Company is not in breach or default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default by the Company thereunder. To the

best of the Company’s knowledge, performance by the Company of the material provisions of such agreements will not result in a material violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.

     2.3.4 Description of Public Securities . The description of the Public Securities contained in the Pre-Pricing Prospectus and the Prospectus under the caption “Description of Securities,” insofar as such description constitutes a summary of the material terms of such Public Securities referred to therein, is accurate and fairly presents the matters referred to therein, in each case, in all material respects.

     2.3.5 Prior Securities Transactions . No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company since the formation of the Company, except as disclosed in the Pre-Pricing Prospectus and the Prospectus.

     2.3.6 Rule 419 . The description of Rule 419 of the Regulations contained in the Pre-Pricing Prospectus and the Prospectus under the caption “Proposed Business—Comparisons to offerings of blank check companies,” in so far as such description constitutes a summary of the legal matters referred to therein, is accurate, and fairly presents the matters referred to therein, in each case, in all material respects.

     2.4 Changes After Dates in Registration Statement .

     2.4.1 No Material Adverse Change . Since the respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, business, operations or prospects of the Company ( “Material Adverse Change” ), (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement and (iii) no member of the Company’s management has resigned from any position with the Company.

     2.4.2 Recent Securities Transactions, Etc . Subsequent to the respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has not (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money, or (ii) declared or paid any dividend or made any other distribution on or in respect to its equity securities.

     2.5 Independent Accountants . To the best of the Company’s knowledge, Eisner LLP ( “Eisner” ), whose report is filed with the Commission as part of the Registration Statement, are independent accountants as required by the Act and the Regulations. Eisner has not, during the periods covered by the financial statements included in the Pre-Pricing Prospectus and the

Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.

     2.6 Financial Statements . The financial statements, including the notes thereto and supporting schedules included in the Pre-Pricing Prospectus and the Prospectus, fairly present the financial position, the results of operations and the cash flows of the Company at the dates and for the period to which they apply; such financial statements have been prepared in conformity with United States generally accepted accounting principles ( “GAAP” ), consistently applied throughout the period involved; and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein.

     2.7 Due Incorporation; Good Standing . The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not result in a material adverse effect on the Company’s condition, financial or otherwise, business, operations or prospects ( “Material Adverse Effect” ).

     2.8 Authorized Capital; Outstanding Capital Stock .

     2.8.1 The Company had at the date or dates indicated in the Pre-Pricing Prospectus and the Prospectus duly authorized, issued and outstanding capitalization as set forth in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus. Based on the assumptions stated in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pre-Pricing Prospectus and the Prospectus, on the Effective Date and on the Closing Date, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized but unissued shares of Common Stock of the Company or any security convertible into shares of Common Stock of the Company, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities.

     2.8.2 All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized Common Stock conforms to all statements relating thereto contained in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus. The offers and sales of the outstanding Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such shares of Common Stock, exempt from such registration requirements.

     2.9 Registration Rights of Third Parties . Except as set forth in the Pre-Pricing Prospectus and the Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Act or to include any such securities in a registration statement to be filed by the Company.

     2.10 Issuance of Public Securities . The Public Securities have been duly authorized and, when issued and paid for, will be validly issued, fully paid and non-assessable. The issuance of the Public Securities will not be subject to any preemptive or similar contractual rights granted by the Company. When issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants will be enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors’ rights generally, (ii) as such enforceability may be limited by an implied covenant of good faith and fair dealing, (iii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws or principles of public policy, (iv) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (v) as such enforceability may be limited by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

     2.11 Due Authorization; Validity and Binding Effect of Agreements .

     2.11.1 Due Authorization . This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the other parties hereto, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors’ rights generally, (ii) as such enforceability may be limited by an implied covenant of good faith and fair dealing, (iii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws or principles of public policy, (iv) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (v) as such enforceability may be limited by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

     2.11.2 Other Agreements . The Warrant Agreement and the Trust Agreement have been duly authorized by the Company and, when executed and delivered by each party thereto, will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such

enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors’ rights generally, (ii) as such enforceability may be limited by an implied covenant of good faith and fair dealing, (iii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws or principles of public policy, (iv) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (v) as such enforceability may be limited by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

     2.12 No Conflicts, Etc . The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement and the Trust Agreement, the consummation by the Company of the transactions contemplated herein, therein and in the Pre-Pricing Prospectus and the Prospectus (including the issuance and sale of the Public Securities and the use of proceeds from such sale as described in the Pre-Pricing Prospectus and the Prospectus) and the compliance by the Company with the terms hereof and thereof do not and will not, (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default, with or without the giving of notice or the lapse of time or both, under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement, (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company, or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court having jurisdiction over the Company or any of its properties or business.

     2.13 No Consents . No consent, authorization or order of, and no filing with, any court, government agency or other government body is required for the issuance and sale of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agreement and the Trust Agreement and as contemplated by each of the Pre-Pricing Prospectus and the Prospectus, except with respect to applicable federal and state securities laws.

     2.14 No Defaults; Violations . No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not (i) in violation of any term or provision of its Certificate of Incorporation or Bylaws or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses, which in the case of this clause (ii) would result in a Material Adverse Effect.

     2.15 Ownership . Except as set forth in the Pre-Pricing Prospectus and the Prospectus, the Company owns no real property, has no leasehold interests in any real property, and has no

personal property that is, in each case, material to the operations, financial condition or business of the Company.

     2.16 Litigation; Governmental Proceedings . There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the best of the Company’s knowledge, threatened against the Company which has not otherwise been disclosed in the Pre-Pricing Prospectus and the Prospectus and which would result in, if determined aversely to the Company, a Material Adverse Effect. Except as disclosed in the Pre-Pricing Prospectus and the Prospectus, to the best of the Company’s knowledge, there are no third party claims against the Trust Fund.

     2.17 Transactions Affecting Disclosure to NASD .

          2.17.1 Finder’s Fees . Except as described in the Pre-Pricing Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other payment in connection with the Offering.

          2.17.2 Payments Within Twelve Months . The Company has not made any direct or indirect payments (in cash, securities or otherwise) (i) to any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company, (ii) to any member of the National Association of Securities Dealers, Inc. (“ NASD ”) or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to BBTCM, in each case, other than as disclosed in the Pre-Pricing Prospectus and the Prospectus.

          2.17.3 Use of Proceeds . None of the net proceeds of the Offering will be paid by the Company to any participating NASD member or its affiliates, except as specifically authorized herein and except as may be paid in connection with a Business Combination as contemplated by each of the Pre-Pricing Prospectus and the Prospectus.

          2.17.4 Insiders’ NASD Affiliation . Based on the responses provided to the questionnaires distributed to such persons, except as set forth on Schedule 2.17.4 , no officer, director or any beneficial owner of the Company’s unregistered securities has any direct or indirect affiliation or association with any NASD member.

     2.18 Covenants Not to Compete . No employee, officer or director of the Company is subject to any noncompetition agreement or non-solicitation agreement with any employer or prior employer which could materially adversely affect his ability to be an employee, officer and/or director of the Company.

     2.19 Investments . The Company is not and, after giving effect to the offering and sale of the Units, will not be an “investment company”, as such term if defined in the Investment Company Act of 1940, as amended (the “Investment Company Act” ).

     2.20 Subsidiaries . The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business entity

     2.21 Related Party Transactions . Other than as disclosed in the Pre-Pricing Prospectus and the Prospectus, there are no business relationships or related party transactions invo