REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2011 • Global Cornerstone Holdings LTD • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 15, 2011, is made and entered into by and among Global Cornerstone Holdings Limited, a British Virgin Islands business company organized with limited liability (the “Company”), Global Cornerstone Holdings LLC, a Delaware limited liability company (the “Sponsor” and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Global Cornerstone Holdings Limited 8,000,000 Units Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 2011 • Global Cornerstone Holdings LTD • Blank checks • New York
Global Cornerstone Holdings Limited, a business company incorporated under the laws of the British Virgin Islands (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as sole representative, 8,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,200,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized term
WARRANT AGREEMENTWarrant Agreement • April 22nd, 2011 • Global Cornerstone Holdings LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 15, 2011, is by and between Global Cornerstone Holdings Limited, a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • March 11th, 2011 • Global Cornerstone Holdings LTD • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2011, by and between Global Cornerstone Holdings Limited, a British Virgin Islands business company organized with limited liability (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 22nd, 2011 • Global Cornerstone Holdings LTD • Blank checks • New York
This agreement (“Agreement”) is made as of April 15, 2011 by and between Global Cornerstone Holdings Limited (the “Company”), a British Virgin Islands business company and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 8th, 2011 • Global Cornerstone Holdings LTD • Virgin Islands
This SPONSOR WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of this 4th day of February, 2011 by and between Global Cornerstone Holdings Limited, a British Virgin Islands business company (the “Company”), having its principal place of business at 641 Lexington Avenue, 28th Floor, New York, NY 10022, and Global Cornerstone Holdings LLC, a Delaware limited liability company (the “Sponsor”), having its principal place of business at 641 Lexington Avenue, 28th Floor, New York, NY 10022.
Global Cornerstone Holdings Limited 28th Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • April 22nd, 2011 • Global Cornerstone Holdings LTD • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Global Cornerstone Holdings Limited, a British Virgin Islands business company (the “Company”) and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 8,000,000 of the Company’s units (the “Units”), each comprised of one ordinary share no par value of the Company (the “Ordinary Shares”), and one warrant exercisable for one Ordinary Share (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
Global Cornerstone Holdings Limited c/o Global Cornerstone Holdings LLC 28th Floor New York, NY 10022Global Cornerstone Holdings LTD • February 8th, 2011 • New York
We are pleased to accept the offer Global Cornerstone Holdings LLC (the “Subscriber”) has made to purchase 1,623,529 ordinary shares (the “Shares”) no par value per share (the “Ordinary Shares”) up to 211,764 of which Shares are subject to complete or partial forfeiture (the “forfeiture”) by you if the underwriters of the initial public offering (“IPO”) of Global Cornerstone Holdings Limited, a British Virgin Islands corporation (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
February __, 2011Letter Agreement • March 11th, 2011 • Global Cornerstone Holdings LTD • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Global Cornerstone Holdings Limited, a British Virgin Islands business company (the “Company”) and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 8,000,000 of the Company’s units (the “Units”), each comprised of one ordinary share no par value of the Company (the “Ordinary Share”), and one warrant exercisable for one Ordinary Share (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
GLOBAL CORNERSTONE HOLDINGS LIMITEDGlobal Cornerstone Holdings LTD • March 11th, 2011 • Blank checks • New York
GLOBAL CORNERSTONE HOLDINGS LIMITEDGlobal Cornerstone Holdings LTD • February 8th, 2011 • New York
