Unassociated Document


    EXHIBIT
10.6

    
 

    GLOBAL CORNERSTONE HOLDINGS
LIMITED

    


    February
4, 2011    

    


    Global
Cornerstone Holdings LLC

    641
Lexington Avenue, 28th
Floor,

    New York,
NY 10022

    


       Re:
Administrative Services Agreement

    


    Gentlemen:

    


    This
letter will confirm our agreement that, commencing on the date the securities of
Global Cornerstone Holdings Limited (the “Company”) are first quoted on the
Over-The-Counter Bulletin Board quotation system (the “Quoting Date”), pursuant
to a Registration Statement on Form S-1 and prospectus filed with the Securities
and Exchange Commission (the “Registration Statement”) and continuing until the
earlier of the consummation by the Company of an initial business combination or
the Company’s liquidation (in each case as described in the Registration
Statement) (such earlier date hereinafter referred to as the “Termination
Date”), Global Cornerstone Holdings LLC shall make available to the Company, at
641 Lexington Avenue, 28th Floor,
New York, NY 10022 (or any successor location of Global Cornerstone Holdings
LLC), certain office space, utilities and secretarial support as may be
reasonably required by the Company. In exchange therefor, the Company shall pay
Global Cornerstone Holdings LLC the sum of $3,000 per month on the Quoting Date
and continuing monthly thereafter until the Termination Date.

    


    This
letter agreement constitutes the entire agreement and understanding of the
parties hereto in respect of its subject matter and supersedes all prior
understandings, agreements, or representations by or among the parties hereto,
written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.

         

    This
letter agreement may not be amended, modified or waived as to any particular
provision, except by a written instrument executed by all parties
hereto.

         

    No party
hereto may assign either this letter agreement or any of its rights, interests,
or obligations hereunder without the prior written approval of the other party.
Any purported assignment in violation of this paragraph shall be void and
ineffectual and shall not operate to transfer or assign any interest or title to
the purported assignee.

         

    This
letter agreement, the entire relationship of the parties hereto, and any
litigation between the parties (whether grounded in contract, tort, statute, law
or equity) shall be governed by, construed in accordance with, and interpreted
pursuant to the laws of the State of New York, without giving effect to its
choice of laws principles.

    


    [Signature
page follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                Very
      truly yours,

              
	 
      	 
      
	 
      	
                GLOBAL
      CORNERSTONE HOLDINGS

              
	 
      	
                LIMITED

              
	 
      	 
      
	 
      	
                By:  

              	
                /s/ James D. Dunning,
Jr.

              
	 
      	 
      	
                Name:  James
      D. Dunning, Jr.

              
	 
      	 
      	
                Title:    Chief
      Executive Officer

              


      

    

    


    AGREED TO
AND ACCEPTED BY:

    GLOBAL
CORNERSTONE HOLDINGS LLC

    


    
      
        	
                By:  

              	
                /s/ James D. Dunning Jr.

              
	 
      	
                Name:  James
      D. Dunning, Jr.

              
	 
      	
                 Title:   Managing
      Member

              


      

    

    


    [Signature Page to Administrative
Services Letter Agreement]