GHL
      ACQUISITION CORP.

    FOUNDER’S
      SECURITIES PURCHASE AGREEMENT

     

    


     

    THIS
      FOUNDER’S SECURITIES PURCHASE AGREEMENT (this “Agreement”),
      dated as of November 12, 2007, is entered into by and among GHL Acquisition
      Corp., a Delaware corporation (the “Company”) and Greenhill & Co.,
      Inc., a Delaware corporation (the “Purchaser”).

     

    WHEREAS,
      the Company intends to file a registration statement (the “Registration
      Statement”) for the initial public offering of units (the “Initial Public
      Offering”), each unit consisting of one share of the Company’s common stock,
      par value $0.001 per share (a “Share”), and one warrant to purchase one
      Share at an exercise price of $7.50 per Share.

     

    WHEREAS,
      concurrent with the execution and delivery of this Agreement, the Purchaser
      desires to purchase and the Company desires to issue and sell, upon the terms
      and conditions set forth in this Agreement, for an aggregate purchase price
      of
      $25,000 (the “Founder’s Units Purchase Price”), 11,500,000 units (the
“Founder’s Units”), each unit consisting of one share of the Company’s
      common stock, par value $0.001 per share (the “Founder’s Shares”) and one
      warrant to purchase one Share at an exercise price of $7.50 per share (the
      “Founder’s Warrants”).

     

    WHEREAS,
      concurrent with the closing of the Initial Public Offering, the Purchaser
      desires to purchase and the Company desires to issue and sell, upon the terms
      and conditions set forth in this Agreement, for an aggregate purchase price
      of
      $8,000,000 (the “Private Placement Warrants Purchase Price”), 8,000,000
      additional warrants, each to purchase one Share at an exercise price of $7.50
      per share (the “Private Placement Warrants”).

     

    NOW
      THEREFORE, in consideration of the mutual promises contained in this
      Agreement and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, the parties to this Agreement hereby agree
      as
      follows:

     

    Section
      1.  Authorization, Purchase and Sale; Terms of the Founder’s
      Units, Founder’s Shares, Founder’s Warrants and Private Placement
      Warrants.

     

    A. 
      Authorization of the Founder’s Units, Founder’s Shares, Founder’s Warrants,
      Private Placement Warrants and Shares Underlying each of the Founder’s Warrants
      and Private Placement Warrants.  The Company has duly authorized
      the issuance and sale to the Purchaser of each of the Founder’s Units, Founder’s
      Shares, Founder’s Warrants, Private Placement Warrants and the Shares underlying
      each of the Founder’s Warrants and Private Placement Warrants (collectively, the
“Securities”).

     

    B. 
      Purchase and Sale of the Founder’s Units and Private Placement
      Warrants.  Concurrently with the execution and delivery of this
      Agreement, in the case of the Founder’s Units, and concurrently with the closing
      of the Initial Public Offering, in the case of the Private Placement Warrants,
      or as each such date may be extended from time to time by mutual agreement
      of
      the parties (in each case, the “Closing Date”), the Company shall issue
      and sell to

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    the
      Purchaser and the Purchaser shall purchase from the Company, the Founder’s Units
      (consisting of the Founder’s Shares and Founder’s Warrants) for the Founder’s
      Units Purchase Price and the Private Placement Warrants for the Private
      Placement Warrants Purchase Price, respectively. On the applicable Closing
      Date,
      the Company shall deliver certificates evidencing the Founder’s Units, Founder’s
      Shares and Founder’s Warrants, or the Private Placement Warrants, as the case
      may be, to be purchased by the Purchaser hereunder, in each case registered
      in
      the Purchaser’s name, upon the payment by the Purchaser of the Founder’s Units
      Purchase Price or the Private Placement Warrants Purchase Price, as the case
      may
      be, by wire transfer of immediately available funds (or by such other means
      as
      the Company and the Purchaser shall agree) to the Company in accordance with
      the
      Company’s instructions.

     

    C. 
      Terms of the Founder’s Units, Founder’s Shares, Founder’s Warrants and
      Private Placement Warrants.

     

    i.           Founder’s
      Units: Each Unit of the Founder’s Units shall consist of one Founder’s Share
      and one Founder’s Warrant and shall have the terms set forth in the Unit
      Certificate attached as Exhibit A hereto.

     

    ii.           Founder’s
      Shares: The Founder’s Shares shall have the terms set forth in the
      Certificate of Incorporation of the Company and the Founder’s Share Certificate
      attached as Exhibit B hereto.  Without limiting the foregoing,
      the Purchaser hereby expressly agrees that if the Company consummates the
      Initial Public Offering, then (i) in connection with the stockholder vote
      required to approve a merger, capital stock exchange, asset acquisition or
      other
      similar business combination with one or more businesses or assets (a
“Business Combination”), the Purchaser agrees to (x) vote the Founder’s
      Shares in accordance with a majority of the shares of common stock voted by
      holders of shares of common stock issued in the Initial Public Offering and
      (y)
      vote the Founder’s Shares in favor of an amendment to the Company’s amended and
      restated certificate of incorporation to provide for the Company’s perpetual
      existence, and (ii) the Purchaser agrees to waive any right to participate
      in
      any liquidation distribution to the extent set forth in Section 3.D of this
      Agreement.

     

    iii.           Founder’s
      Warrants: The Founder’s Warrants shall have the terms set forth in the
      Warrant Agreement dated the date hereof between the Company and American Stock
      Transfer & Trust Company, as set forth as Exhibit C hereto (as
      amended, restated or supplemented from time to time, the “Warrant
      Agreement”).

     

    iv.           Private
      Placement Warrants: The Private Placement Warrants shall have the terms set
      forth in the Warrant Agreement, as such terms may be amended prior to the
      Closing Date for the Private Placement Warrants with the consent of the
      Purchaser, which such consent shall be evidenced by the purchase of the Private
      Placement Warrants on the Closing Date therefor.

     

    v.           Transfer
      Restrictions: In addition to the restrictions on transfer set forth in
      Section 9 hereof, the Purchaser shall not sell or transfer the Founder’s Units,
      Founder’s Shares, Founder’s Warrants and the Shares underlying the Founder’s
      Warrants for a period of 180 days from the date the Company completes its
      initial business combination except to a Company officer, director or employee,
      or any other person or entity associated or affiliated with
      Greenhill

     

    
      
        
        

      

      
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    &
Co.,
      Inc. (each, a “Permitted Transferee”), who agrees in writing with the
      Company to be subject to the transfer restrictions in this clause (v), to vote
      the Founder’s Shares as provided in (ii) above; to waive any right to
      participate in any liquidation distribution as provided in Section 1.C.(ii)
      above and to the terms of adjustment of the Founder’s Units as provided in
      Section 1.C.(vii) below.  During this period, the Purchaser and its
      Permitted Transferees shall retain all other rights of holders of Shares,
      including, without limitation, the right to vote their Shares (except as
      described above with respect to a Business Combination) and the right to receive
      cash dividends, if declared.  If dividends are declared and payable in
      Shares, such dividends will also be subject to the restrictions contained in
      this Section 1.C.(v).  In addition to the restrictions on transfer set
      forth in Section 9 hereof, the Purchaser shall not sell or transfer the Private
      Placement Warrants and the Shares underlying the Private Placement Warrants
      until after the date the Company completes its initial business combination
      except to a Permitted Transferee, and the Purchaser acknowledges that the
      Private Placement Warrants and the Shares issuable upon exercise of the Private
      Placement Warrants are subject to the restrictions on transfer set forth in
      the
      Warrant Agreement.

     

    vi.           Registration
      Rights: In connection with the closing of the Initial Public Offering, the
      Company and the Purchaser shall enter into an agreement (the “Registration
      Rights Agreement”) granting the Purchaser registration rights with respect
      to the Securities.

     

    vii.           Adjustment
      of Founder’s Units:

     

    (a)           If
      the underwriters with respect to the Initial Public Offering do not exercise
      the
      over-allotment option proposed to be granted to them by the Company, the
      Purchaser and any Permitted Transferees agree to forfeit to the Company a number
      of Founder’s Units necessary to ensure that the aggregate amount of Founder’s
      Shares held by the Purchaser and any Permitted Transferees does not exceed
      20%
      of the issued and outstanding common stock of the Company upon consummation
      of
      the Initial Public Offering.  The Purchaser and any Permitted
      Transferees agree to take any and all action reasonably requested by the Company
      necessary to effect any adjustment pursuant to this paragraph
      vii(a).  The Company will not make any cash payment to the Purchaser
      or any Permitted Transferees in respect of any such adjustment.

     

    (b)           If
      the number of units offered to the public in connection with the Initial Public
      Offering is increased or decreased, the Purchaser and any Permitted Transferees
      agree with the Company and the Company hereby agrees with the Purchaser and
      any
      Permitted Transferees that the Founder’s Units (including the Founder’s Units
      subject to forfeiture) will be adjusted in the same proportion as the increase
      or decrease of the units offered to the public in order to ensure that the
      aggregate amount of Founder’s Shares held by the Purchaser and any Permitted
      Transferees does not fall below or exceed 20% of the issued and outstanding
      common stock of the Company upon consummation of the Initial Public Offering
      (including any shares of common stock issued pursuant to the underwriters’
over-allotment option).  The Purchaser and any Permitted Transferees
      agree to take any and all action reasonably requested by the Company necessary
      to effect any adjustment pursuant to this paragraph vii(b); provided that the
      Company will not make or receive any cash payment to or from the Purchaser
      or
      any Permitted Transferees in respect of any such adjustment.

     

    
      
        
        

      

      
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    (c)           The
      Purchaser acknowledges and agrees that any additional units it may hold pursuant
      to Sections 1.C.(vii)(a) and Sections 1.C.(vii)(b) above (A) shall be subject
      to
      the voting, waiver of liquidation, transfer restrictions and adjustment
      provisions set forth in this Agreement, and (B) shall bear the legend set forth
      in Section 9.A(i) below.

     

    Section
      2.  Representations and Warranties of the
      Company.

     

    As
      a
      material inducement to the Purchaser to enter into this Agreement and purchase
      the Founder’s Units and Private Placement Warrants, the Company hereby
      represents and warrants to the Purchaser as of the date hereof and the
      applicable Closing Date that:

     

    A. 
      Organization and Corporate Power.  The Company is a corporation
      duly organized, validly existing and in good standing under the laws of the
      State of Delaware and is qualified to do business in every jurisdiction in
      which
      the failure to so qualify would reasonably be expected to have a material
      adverse effect on the financial condition, operating results or assets of the
      Company.  The Company possesses all requisite corporate power and
      authority necessary to carry out the transactions contemplated by this Agreement
      and the Warrant Agreement.

     

    B. 
      Authorization; No Breach.

     

    (i)           The
      execution and delivery of this Agreement, the Warrant Agreement, the Founder’s
      Warrants and the Private Placement Warrants and performance of this Agreement
      and the Warrant Agreement have been duly authorized by the Company as of the
      applicable Closing Date.  This Agreement constitutes the valid and
      binding obligation of the Company, enforceable in accordance with its
      terms.  The Warrant Agreement constitutes, and upon issuance in
      accordance with, and payment pursuant to, the terms of the Warrant Agreement
      and
      this Agreement, the Founder’s Warrants and the Private Placement Warrants will
      constitute, valid and binding obligations of the Company, enforceable in
      accordance with their respective terms as of the applicable Closing
      Date.

     

    (ii)           The
      execution and delivery by the Company of this Agreement, the Warrant Agreement
      and the sale and issuance of each of the Securities and the fulfillment of
      and
      compliance with the respective terms hereof and thereof by the Company, do
      not
      and will not as of the applicable Closing Date (i) conflict with or result
      in a
      breach of the terms, conditions or provisions of, (ii) constitute a default
      under, (iii) result in the creation of any lien, security interest, charge
      or
      encumbrance upon the Company’s capital stock or assets, (iv) result in a
      violation of, or (v) require any authorization, consent, approval, exemption
      or
      other action by or notice or declaration to, or filing with, any court or
      administrative or governmental body or agency pursuant to the Certificate of
      Incorporation of the Company or the bylaws of the Company, or any material
      law,
      statute, rule or regulation to which the Company is subject, or any agreement,
      order, judgment or decree to which the Company is subject, except for any
      filings required after the date hereof under federal or state securities
      laws.

     

    C. 
      Title to Securities.  Upon issuance in accordance with, and
      payment pursuant to, the terms hereof and the Warrant Agreement, as the case
      may
      be, each of the Securities will be duly and validly issued, fully paid and
      nonassessable.  Upon issuance in accordance with, and payment pursuant
      to, the terms hereof and the Warrant Agreement, as the case may be, the


     

    
      
        
        

      

      
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    Purchaser
      will have or receive good title to the Securities, free and clear of all liens,
      claims and encumbrances of any kind, other than (a) transfer restrictions
      hereunder and under the other agreements contemplated hereby, (b) transfer
      restrictions under federal and state securities laws, and (c) liens, claims
      or
      encumbrances imposed due to the actions of the Purchaser.

     

    D. 
      Governmental Consents.  No permit, consent, approval or
      authorization of, or declaration to or filing with, any governmental authority
      is required in connection with the execution, delivery and performance by the
      Company of this Agreement or the Warrant Agreement, or the consummation by
      the
      Company of any other transactions contemplated hereby.

     

    Section
      3.  Representations and Warranties of the
      Purchaser.

     

    As
      a
      material inducement to the Company to enter into this Agreement and issue and
      sell the Founder’s Units and Private Placement Warrants, the Purchaser hereby
      represents and warrants to the Company as of the date hereof and the applicable
      Closing Date that:

     

    A. 
      Capacity and State Law Compliance.  The Purchaser has engaged
      in the transactions contemplated by this Agreement within a state in which
      the
      offer and sale of the Securities is permitted under applicable securities
      laws.  The Purchaser understands and acknowledges that the purchase of
      Shares upon the exercise of the Private Placement Warrants and the Founder’s
      Warrants will require the availability of an exemption from registration under
      federal and/or state securities laws and that any sale of such Shares shall
      require registration or the availability of an exemption from registration
      under
      federal and/or state securities laws.

     

    B. 
      Authorization; No Breach.

     

    (i)           This
      Agreement constitutes a valid and binding obligation of the Purchaser,
      enforceable in accordance with its terms.

     

    (ii)           The
      execution and delivery by the Purchaser of this Agreement and the fulfillment
      of
      and compliance with the respective terms hereof by the Purchaser do not and
      shall not as of the applicable Closing Date conflict with or result in a breach
      of the terms, conditions or provisions of the certificate of formation of the
      Purchaser or any other agreement, instrument, order, judgment or decree to
      which
      the Purchaser is subject.

     

    C. 
      Investment Representations.

     

    (i)           The
      Purchaser is acquiring the Securities for its own account, for investment only
      and not with a view towards, or for resale in connection with, any public sale
      or distribution thereof.

     

    (ii)           The
      Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3)
      of Regulation D.

     

    (iii)           The
      Purchaser understands that the Securities are being offered and will be sold
      to
      it in reliance on specific exemptions from the registration requirements of
      the
      United States federal and state securities laws and that the Company is relying
      upon the truth and

     

    
      
        
        

      

      
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    accuracy
      of, and the Purchaser’s compliance with, the representations and warranties of
      the Purchaser set forth herein in order to determine the availability of such
      exemptions and the eligibility of the Purchaser to acquire such
      Securities.

     

    (iv)           The
      Purchaser did not decide to enter into this Agreement as a result of any general
      solicitation or general advertising within the meaning of Rule 502(c) under
      the
      Securities Act of 1933, as amended (the “Securities Act”).

     

    (v)           The
      Purchaser has been furnished with all materials relating to the business,
      finances and operations of the Company and materials relating to the offer
      and
      sale of the Securities which have been requested by the
      Purchaser.  The Purchaser has been afforded the opportunity to ask
      questions of the executive officers and directors of the Company.  The
      Purchaser understands that its investment in the Securities involves a high
      degree of risk.  The Purchaser has sought such accounting, legal and
      tax advice as the Purchaser has considered necessary to make an informed
      investment decision with respect to the Purchaser’s acquisition of the
      Securities.

     

    (vi)           The
      Purchaser understands that no United States federal or state agency or any
      other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the Securities or the fairness or suitability of the investment
      in the Securities by the Purchaser nor have such authorities passed upon or
      endorsed the merits of the offering of the Securities.

     

    (vii)           The
      Purchaser understands that: (a) the Securities have not been and are not being
      registered under the Securities Act or any state securities laws, and may not
      be
      offered for sale, sold, assigned or transferred unless (A) subsequently
      registered thereunder or (B) sold in reliance on an exemption therefrom; and
      (b)
      except as specifically set forth in the Registration Rights Agreement, neither
      the Company nor any other person is under any obligation to register the
      Securities under the Securities Act or any state securities laws or to comply
      with the terms and conditions of any exemption thereunder. In this regard,
      the
      Purchaser understands that the Securities and Exchange Commission has taken
      the
      position that promoters or affiliates of a blank check company and their
      transferees, both before and after a Business Combination, are deemed to be
      “underwriters” under the Securities Act when reselling the securities of a blank
      check company.  Based on that position, Rule 144 adopted pursuant to
      the Securities Act would not be available for resale transactions of the
      Securities despite technical compliance with the requirements of such Rule,
      and
      the Securities can be resold only through a registered offering or in reliance
      upon another exemption from the registration requirements of the Securities
      Act.  The Purchaser is able to bear the economic risk of its
      investment in the Securities for an indefinite period of time.

     

    (viii)           The
      Purchaser has such knowledge and expertise in financial and business matters,
      knows of the high degree of risk associated with investments generally and
      particularly investments in the securities of companies in the development
      stage
      such as the Company, is capable of evaluating the merits and risks of an
      investment in the Securities and is able to bear the economic risk of an
      investment in the Securities in the amount contemplated
      hereunder.  The Purchaser has adequate means of providing for its
      current financial needs and contingencies and will have no current or
      anticipated future needs for liquidity which would be jeopardized by
      the

     

    
      
        
        

      

      
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    investment
      in the Securities.  The Purchaser can afford a complete loss of its
      investment in the Securities.

     

    D. 
      Waiver of Right to Amounts in the Trust Account and
      Indemnification.

     

    (i)           The
      Purchaser hereby waives any and all right, title, interest or claim of any
      kind
      in or to any distribution of the trust account established by the Company for
      the deposit of proceeds from the Initial Public Offering and the sale of the
      Private Placement Warrants, as a result of any liquidation of the trust account,
      with respect to the Founder’s Shares (“Claim”) and hereby waives any
      Claim it may have in the future as a result of, or arising out of, any contracts
      or agreements with the Company and will not seek recourse against the trust
      account for any reason whatsoever except for any amounts to which it may be
      entitled upon liquidation of the Company in respect of the Purchaser’s ownership
      of Shares other than the Founder’s Shares.  The foregoing waiver shall
      be limited to the Claim and shall not be deemed a waiver of any other claim
      the
      Purchaser may now or in the future have against the Company.

     

    (ii)           The
      Purchaser acknowledges and agrees that the stockholders of the Company,
      including those who purchase the units in the Initial Public Offering, are
      and
      shall be third-party beneficiaries of the foregoing provisions of Section 3.D.
      of this Agreement.

     

    (iii)           The
      Purchaser agrees that to the extent any waiver of rights under this Section
      3.D.
      is ineffective as a matter of law, the Purchaser has offered such waiver for
      the
      benefit of the Company as an equitable right that shall survive any statutory
      disqualification or bar that applies to a legal right.  The Purchaser
      acknowledges the receipt and sufficiency of consideration received from the
      Company hereunder in this regard.

     

    Section
      4.  Conditions of the Purchaser’s
      Obligations.

     

    The
      obligation of the Purchaser to purchase and pay for the Founder’s Units and
      Private Placement Warrants is subject to the fulfillment, on or before the
      applicable Closing Date, of each of the following conditions:

     

    A. 
      Representations and Warranties.  The representations and
      warranties of the Company contained in Section 2, shall be true and correct
      at
      and as of the applicable Closing Date as though then made.

     

    B. 
      Performance.  The Company shall have performed and complied
      with all agreements, obligations and conditions contained in this Agreement
      that
      are required to be performed or complied with by it on or before the applicable
      Closing Date.

     

    C. 
      No Injunction.  No litigation, statute, rule, regulation,
      executive order, decree, ruling or injunction shall have been enacted, entered,
      promulgated or endorsed by or in any court or governmental authority of
      competent jurisdiction or any self-regulatory organization having authority
      over
      the matters contemplated hereby, which prohibits the consummation of any of
      the
      transactions contemplated by this Agreement or the Warrant
      Agreement.

     

    
      
        
        

      

      
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    Section
      5.  Conditions of the Company’s
      Obligations.

     

    The
      obligations of the Company to the Purchaser under this Agreement are subject
      to
      the fulfillment, on or before the applicable Closing Date, of each of the
      following conditions:

     

    A. 
      Representations and Warranties.  The representations and
      warranties of the Purchaser contained in Section 3 shall be true and correct
      at
      and as of the applicable Closing Date as though then made.

     

    B. 
      Performance.  The Purchaser shall have performed and complied
      with all agreements, obligations and conditions contained in this Agreement
      that
      are required to be performed or complied with by it on or before the applicable
      Closing Date.

     

    C. 
      Corporate Consents.  The Company shall have obtained the
      consent of its Board of Directors authorizing the execution, delivery and
      performance of this Agreement and the Warrant Agreement and the issuance and
      sale of the Founder’s Units and the Private Placement Warrants.

     

    D. 
      No Injunction.  No litigation, statute, rule, regulation,
      executive order, decree, ruling or injunction shall have been enacted, entered,
      promulgated or endorsed by or in any court or governmental authority of
      competent jurisdiction or any self-regulatory organization having authority
      over
      the matters contemplated hereby, which prohibits the consummation of any of
      the
      transactions contemplated by this Agreement or the Warrant
      Agreement.

     

    Section
      6.  Termination.

     

    This
      Agreement may be terminated at any time prior to the applicable Closing Date
      as
      it relates only to the Securities to be purchased pursuant to this Agreement
      on
      and after such Closing Date upon the mutual written consent of the Company
      and
      the Purchaser.

     

    Section
      7.  Survival of Representations and
      Warranties.

     

    All
      of the
      representations and warranties contained herein shall survive the applicable
      Closing Date.

     

    Section
      8.  Definitions.

     

    Terms
      used
      but not otherwise defined in this Agreement shall have the meaning assigned
      such
      terms in the Registration Statement.

     

    Section
      9.  Miscellaneous.

     

    A. 
      Legends; Transfer Restrictions.

     

    (i)           Legends.  The
      certificates evidencing the Founder’s Units and the Founder’s Shares will
      include the legend set forth on ExhibitsA and B hereto,
      respectively, which the Purchaser has read and understands.  The
      Founder’s Warrants, the Private Placement Warrants and Shares issued upon
      exercise of the Private Placement Warrants and the Founder’s
      Warrants

     

    
      
        
        

      

      
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    will
      include the legend set forth in Exhibit B to the Warrant Agreement
      in the case of the Warrants and in the Warrant Agreement in the case of the
      Shares, which the Purchaser has read and understands.

     

    (ii)           Transfer
      Restrictions.  By accepting the Securities, the Purchaser agrees,
      prior to any transfer of the Securities, to give written notice to the Company
      expressing its desire to effect such transfer and describing briefly the
      proposed transfer.  Upon receiving such notice, the Company shall
      present copies thereof to its counsel and the Purchaser agrees not to make
      any
      disposition of all or any portion of the Securities unless and
      until:

     

    (a)           there
      is then in effect a registration statement under the Securities Act covering
      such proposed disposition and such disposition is made in accordance with such
      registration statement, in which case the legends set forth above with respect
      to the Securities sold pursuant to such registration statement shall be removed;
      or

     

    (b)           if
      reasonably requested by the Company, (A) the Purchaser shall have furnished
      the
      Company with an opinion of counsel, reasonably satisfactory to the Company,
      that
      such disposition will not require registration of such Securities under the
      Securities Act, (B) the Company shall have received customary representations
      and warranties regarding the transferee that are reasonably satisfactory to
      the
      Company signed by the proposed transferee and (C) the Company shall have
      received an agreement by such transferee to the restrictions contained in the
      legends referred to in Section 9.A(i) hereof.

     

    Notwithstanding
      the foregoing, the Purchaser also understands and acknowledges that the transfer
      of the Founder’s Units, Founder’s Shares, Founder’s Warrants and the Private
      Placement Warrants and exercise of the Founder’s Warrants and the Private
      Placement Warrants are subject to the specific conditions to such transfer
      or
      exercise as outlined herein and the Warrant Agreement as to which the Purchaser
      specifically assents by its execution hereof.

     

    (iii)           Stop
      Transfer Notations.  The Company may, from time to time, make stop
      transfer notations in its records and deliver stop transfer instructions to
      its
      transfer agent to the extent its counsel considers it necessary to ensure
      compliance with federal and state securities laws and the transfer restrictions
      contained elsewhere in this Agreement and the Warrant Agreement.

     

    B.
       Successors and Assigns.  Except as otherwise expressly
      provided herein, all covenants and agreements contained in this Agreement by
      or
      on behalf of any of the parties hereto shall bind and inure to the benefit
      of
      the respective successors of the parties hereto whether so expressed or
      not.  Notwithstanding the foregoing or anything to the contrary
      herein, the parties may not assign this Agreement.

     

    C. 
      Severability.  Whenever possible, each provision of this
      Agreement shall be interpreted in such manner as to be effective and valid
      under
      applicable law, but if any provision of this Agreement is held to be prohibited
      by or invalid under applicable law, such provision shall be ineffective only
      to
      the extent of such prohibition or invalidity, without invalidating the remainder
      of this Agreement.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    D. 
      Counterparts.  This Agreement may be executed simultaneously in
      two or more counterparts, none of which need contain the signatures of more
      than
      one party, but all such counterparts taken together shall constitute one and
      the
      same agreement.

     

    E.  
      Descriptive Headings; Interpretation.  The descriptive headings
      of this Agreement are inserted for convenience only and do not constitute a
      substantive part of this Agreement.  The use of the word “including”
in this Agreement shall be by way of example rather than by
      limitation.

     

    F.  
      Governing Law.  This Agreement shall be deemed to be a contract
      made under the laws of the State of New York and for all purposes shall be
      construed in accordance with the internal laws of said State.  Each of
      the parties hereto also irrevocably waives all right to trial by jury in any
      action, proceeding or counterclaim arising out of this Agreement or the
      transactions contemplated hereby.

     

    G.  
      Notices.  All notices, demands or other communications to be
      given or delivered under or by reason of the provisions of this Agreement shall
      be in writing and shall be deemed to have been given when delivered personally
      to the recipient, sent to the recipient by reputable overnight courier service
      (charges prepaid) or mailed to the recipient by certified or registered mail,
      return receipt requested and postage prepaid.  Such notices, demands
      and other communications shall be sent:

     

    
      	
              If
                to the Company:

            	 	
              GHL
                Acquisition Corp.

              c/o
                Greenhill & Co., Inc.

              300
                Park Avenue, 23rd
                Floor

              New
                York, New York 10022

              Fax
                No. (212)
                389-1700

              Attention:
                General
                Counsel

            
	 	 	 
	
              With
                a copy  (not constituting notice) to:

            	 	
              Deanna
                Kirkpatrick

              Davis
                Polk & Wardwell

              450
                Lexington Avenue

              New
                York, New York 10017

              Fax
                No.: (212) 450-3800

            
	 	 	 
	
              If
                to the Purchaser:

            	 	
              Greenhill
                & Co., Inc.

              c/o
                Greenhill & Co., Inc.

              300
                Park Avenue, 23rd
                Floor

              New
                York, New York 10022

              Fax
                No. (212)
                389-1700

              Attention:
                General
                Counsel

            


    

    


    or
      to such
      other address or to the attention of such other person as the recipient party
      has specified by prior written notice to the sending party.

     

    H. 
      No Strict Construction.  The parties hereto have participated
      jointly in the negotiation and drafting of this Agreement.  In the
      event an ambiguity or question of intent or interpretation

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    arises,
      this Agreement shall be construed as if drafted jointly by the parties hereto,
      and no presumption or burden of proof shall arise favoring or disfavoring any
      party by virtue of the authorship of any of the provisions of this
      Agreement.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Purchase
      Agreement on the date first written above.

     

    


    
      	 	COMPANY: 	 
	 	 	 	 
	 	
              GHL
                ACQUISITION CORP. 

            	 
	 	 	 	 
	 	 	 	 
	 	By 
              	 	 
	 	Name:  	 
	 	Title:  	 
	 	 	 	 
	 	 	 	 


    

    
      


      
        	 	PURCHASER: 	 
	 	 	 	 
	 	
                GREENHILL
                  & CO., INC.

              	 
	 	 	 	 
	 	 	 	 
	 	By 
                	 	 
	 	Name:  	 
	 	Title:  	 
	 	 	 	 
	 	 	 	 


      

      
         

        [Signature
          Page to Founder’s Securities Purchase Agreement]

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        Exhibit
          A

      

    

     

    SPECIMEN
      OF UNIT CERTIFICATE

     

    
      	
              No.__________

               

            	
              GHL
                ACQUISITION CORP.

              Incorporated
                under the Laws of the State of Delaware

            	
              _______
                UNIT(S)

            
	 
	
              UNIT(S)
                EACH CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE
                ONE SHARE OF COMMON STOCK

            
	 
	
              SEE
                REVERSE FOR CERTAIN
                DEFINITIONS

            


    

    


    THIS
      CERTIFIES THAT ____________________________________________IS THE OWNER
      OF____________________________________________________________________________
      UNIT(S).  Each Unit (“Unit”) consists of one (1) share of common
      stock, par value $0.001 per share (“Common Stock”), of GHL Acquisition Corp., a
      Delaware corporation (the “Company”), and one warrant (each, a
“Warrant”).  Each Warrant entitles the holder to purchase one (1)
      share of Common Stock for $7.50 per share (subject to
      adjustment).  The Common Stock and Warrant comprising each Unit
      represented by this certificate are not transferable separately prior to the
      thirty-fifth day following the date of the prospectus with respect to the
      Company’s initial public offering (the “IPO”) unless Banc of America Securities
      LLC informs the Company of its decision to allow earlier separate
      transfer.  The terms of the Warrants are governed by the Warrant
      Agreement dated November 12, 2007 between the Company and American Stock
      Transfer & Trust Company, as amended, restated or supplemented from time to
      time (the “Warrant Agreement”), and are subject to the terms and provisions
      contained therein, all of which terms and provisions the holder of this
      certificate consents to by acceptance hereof.  Copies of the Warrant
      Agreement are on file at the office of the Company, and are available to any
      Warrant holder on written request and without cost.

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED,
      SOLD,
      TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
      FROM SUCH REGISTRATION IS AVAILABLE.  THESE SECURITIES ARE ALSO
      SUBJECT TO FORFEITURE AND ADDITIONAL RESTRICTIONS ON TRANSFER OR SALE AND OTHER
      MATTERS PURSUANT TO A FOUNDER’S SECURITIES PURCHASE AGREEMENT DATED NOVEMBER 12,
      2007, A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY AT ITS EXECUTIVE
      OFFICES.

     

    SECURITIES
      EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER
      A
      REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE CORPORATION.

     

    WITNESS
      the seal of the Company and the facsimile signature of its duly authorized
      officer.

     

    Dated:                      ,
      2007

     

    
      	 	
              GHL
                ACQUISITION CORP.

               

              2007

               

              CORPORATE
                SEAL DELAWARE

            	 
	
              Authorized
                Officer

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      The
        following abbreviations, when used in the inscription on the face of this
        certificate, shall be construed as though they were written out in full
        according to applicable laws or regulations:

      


    

    
      	
              TEN
                COM

            	
              as
                tenants in common

            	
              Unif
                Gift Min Act -

            	
              ________
                Custodian __________

            
	
              TEN
                ENT

            	
              tenants
                by the entireties

            	 	
                 (Cust)                     
                  (Minor)

            
	
              JT
                TEN

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	 	
              Under
                Uniform Gifts to Minors Act: ____________________

              (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    GHL
      ACQUISITION CORP.

     

    The
      Company will furnish without charge to each stockholder who so requests the
      powers, designations, preferences and relative, participating, option or other
      special rights of each class of stock or series thereof of the Company and
      the
      qualifications, limitations, or restrictions of such preferences and/or
      rights.  This certificate and the Units represented hereby are issued
      and shall be held subject to the terms and conditions applicable to the
      securities underlying and comprising the Units.

     

    For
      Value
      Received,                      hereby
      sell, assign and transfer unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER

    IDENTIFYING
      NUMBER OF
      ASSIGNEE

     

    
      	 
	 
	 
	
              (PLEASE
                PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
                ASSIGNEE)

            
	 


    

    


    Units
      represented by the within Certificate, and do hereby irrevocably constitute
      and
      appoint _________________ Attorney, to transfer the said Units on the books
      of
      the within named Company with full power of substitution in the
      premises.

     

    
      	
              Dated
                __________________

            	
              By:

            
	 	
              NOTICE:
                THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
                WRITTEN
                UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
                OR ENLARGEMENT OR ANY CHANGE
                WHATEVER.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      B

     

    


     

    SPECIMEN
      FOUNDER’S COMMON STOCK CERTIFICATE

     

    
      
        	NUMBER	SHARES


      

    

     

    


     

    GHL
      ACQUISITION CORP.

     

    INCORPORATED
      UNDER THE LAWS OF THE STATE OF DELAWARE

     

    COMMON
      STOCK

     

    SEE
      REVERSE FOR

    CERTAIN
      DEFINITIONS

     

    This
      Certifies that

     

    is
      the owner of

     

    FULLY
      PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.001

    EACH
      OF THE COMMON STOCK OF

     

    GHL
      ACQUISITION CORP.

     

    transferable
      on the books of the Company in person or by duly authorized attorney upon
      surrender of this certificate properly endorsed.  Witness the seal of
      the Company and the facsimile signatures of its duly authorized
      officers.

     

    
      	
              Dated:

            	
              GHL
                Acquisition Corp.

              2007

              CORPORATE
                SEAL

              DELAWARE

            	 
	 	 	 
	 	 	 
	
              CHIEF
                EXECUTIVE OFFICER

            	 	
              SECRETARY

            
	 	 	 
	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      The
        following abbreviations, when used in the inscription on the face of this
        certificate, shall be construed as though they were written out in full
        according to applicable laws or regulations:

      
 

      
        	
                TEN
                  COM

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT -

              	
                ________
                  Custodian __________

              
	
                TEN
                  ENT

              	
                tenants
                  by the entireties

              	 	
                   (Cust
                                          (Minor)

              
	
                JT
                  TEN

              	
                
                  as
                    joint tenants with right of survivorship and not as tenants in
                    common

                

              	 	
                under
                  Uniform Gifts to Minors Act: ____________________

                (State)

              


      

       

    

    
      	
              Additional
                Abbreviations may also be used though not in the above
                list.

            
	 
	
              GHL
                Acquisition Corp.

            
	 
	
              The
                Company will furnish without charge to each stockholder who so requests
                the powers, designations, preferences and relative participating,
                optional
                or other special rights of each class of stock or series thereof
                of the
                Company and the qualifications, limitations, or restrictions of such
                preferences and/or rights.  This certificate and the shares
                represented hereby are issued and shall be held subject to all the
                provisions of the Certificate of Incorporation and all amendments
                thereto
                and resolutions of the Board of Directors providing for the issue
                of
                shares of Preferred Stock (copies of which may be obtained from the
                secretary of the Company), to all of which the holder of this certificate
                by acceptance hereof assents.

            


    

    


    
      	
              THE
                SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
                SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS,
                AND MAY
                NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
                REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY
                APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION
                IS
                AVAILABLE.  THESE SECURITIES ARE ALSO SUBJECT TO (i) FORFEITURE,
                (ii) ADDITIONAL RESTRICTIONS ON TRANSFER OR SALE AND (iii) VOTING
                REQUIREMENTS AND HOLDERS OF THE SECURITIES WAIVING ANY RIGHT TO
                PARTICIPATE IN A LIQUIDATION DISTRIBUTION IN CERTAIN CIRCUMSTANCES,
                IN
                EACH CASE PURSUANT TO A FOUNDER’S SECURITIES PURCHASE AGREEMENT DATED
                NOVEMBER 12, 2007, A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY
                AT ITS
                EXECUTIVE OFFICES.

               

              SECURITIES
                EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS
                UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE
                CORPORATION.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

              For
                value received, _________________________________________ hereby
                sell,
                assign and transfer unto

            
	 
	
              PLEASE
                INSERT SOCIAL

              SECURITY
                OR OTHER

              IDENTIFYING

              NUMBER
                OF ASSIGNEE

            	 
	 	 
	 	 	 
	 	
              
                (PLEASE
                  PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF
                  ASSIGNEE)

              

            	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 
	 
	 	
               shares

            
	 
	
              of
                the capital stock represented by the within Certificate, and do hereby
                irrevocably constitute and appoint

            
	 
	 	
               Attorney

            
	 
	
              to
                transfer the said stock on the books of the within named Company
                will full
                power of substitution in the premises.

            
	 
	 
	
              Dated
                __________________

            
	 	 	 
	 	
              Notice:  The
                signature to this assignment must correspond with the name as written
                upon
                the face of the certificate in every particular, without alteration
                or
                enlargement or any change whatever.

            
	 
	
              Signature(s)
                Guaranteed:

            
	 
	 	 
	
              THE
                SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
                (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS
                WITH
                MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
                PURSUANT
                TO S.E.C. RULE 17Ad-15).

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      C

    WARRANT
      AGREEMENT