Exhibit 10.9

[Form of Non-Compete]

, 2008

GHL Acquisition Corp.

300 Park Avenue, 23rd Floor

New York, NY 10022

Re: Initial Public Offering of GHL Acquisition Corp. (the “Company”)

Ladies and Gentlemen:

This letter is being delivered to you in connection with the underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 2 hereof.

In consideration of the Company proceeding with the IPO and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby acknowledges and agrees with the Company as follows:

1. The undersigned agrees that it will not become a sponsor, promoter, officer, director or stockholder of any other blank check company until the earlier of (a) the filing by the Company of a Form 8-K with the SEC announcing the execution by the Company of a definitive agreement for an Initial Business Combination and (b) the commencement of any liquidation proceedings with respect to the Company. The undersigned hereby agrees and acknowledges that (x) monetary damages would not be an adequate remedy for any breach by the undersigned of any of its obligations under this paragraph 1, and (y) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy such party may have, in the event of such breach.

2. As used herein:

(a) “Initial Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or assets, which will require that a majority of the shares of Common Stock voted by the Public Stockholders present in person or by proxy at a duly held stockholders meeting are voted in favor of such acquisition, a majority of the outstanding shares of Common Stock are voted in favor of an amendment to the Company’s amended and restated certificate of incorporation to provide for the Company’s perpetual existence and  not more than 30% of the IPO Shares (minus one share) both vote against such acquisition and exercise their conversion rights in connection with a vote to
approve the acquistion;

 

 








(b) “IPO Shares” shall mean the shares of Common Stock underlying the Units issued in the IPO; and

(c) “Public Stockholders” shall mean purchasers of shares of Common Stock in the IPO or in the secondary market, including any of the Company’s officers or directors or their affiliates and the undersigned, to the extent that they purchase shares of Common Stock in the IPO or the secondary market.

This letter agreement shall terminate on the earlier of (i) the consummation of an Initial Business Combination and (ii) the commencement of any liquidation proceedings with respect to the Company; provided that such termination shall not relieve the undersigned from liability for any breach of this agreement prior to its termination.

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.

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                        GREENHILL & CO., INC.
                        
 
	
                         
 	
                         
 	
       
 	
                         
 	
                        

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                        Name: 
 	
                         
 
	
                         
 	
                         
 	
                         
 	
                         
 	
                        Title: 
 	
                         
 




 


	
                          
 	
                         
 	
                         
 	
        
 
	
                         
 	
                         
 	
                         
 	
                        Scott L. Bok
 




 


	
                          
 	
                         
 	
                         
 	
        
 
	
                         
 	
                         
 	
                         
 	
                        Robert H. Niehaus
 




 


	
                          
 	
                         
 	
                         
 	
        
 
	
                         
 	
                         
 	
                         
 	
                        John D. Liu
 




 

Accepted and agreed:

GHL ACQUISITION CORP.

 


	
                         
 	
                         
 	
                         
 
	
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