Unassociated Document


    EXHIBIT
10.9

    
 

    SPONSOR
WARRANTS PURCHASE AGREEMENT

    


    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.

     

    WHEREAS,
the Company desires to sell on a private placement basis (the “Offering”)
an aggregate of 3,000,000 warrants (the “Warrants”)
of the Company for a purchase price of $1.00 per Warrant.  Each
Warrant is exercisable to purchase one ordinary share of the Company, no par
value (the “Ordinary Shares”), at an exercise price of $11.50 per Ordinary Share
during the period commencing on the later of: (i) one (1) year from the date of
the prospectus relating to the Company’s IPO (as defined below) and (ii) thirty
(30) days following the consummation of an acquisition, share exchange, share
reconstruction and amalgamation or contractual control arrangement with,
purchase of all or substantially all of the assets of, or any other similar
business combination with one or more operating businesses or assets (a “Business
Combination”) and expiring on the fifth anniversary of the consummation
of such Business Combination;

     

    WHEREAS,
Sponsor wishes to purchase the Warrants and the Company wishes to accept such
subscription.

     

    NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter
set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and Sponsor hereby agree as
follows:

     

    1. Agreement to
Subscribe

     

    1.1.
Purchase and Issuance
of the Warrants. Upon the terms and subject to the conditions of this
Agreement, Sponsor hereby agrees to purchase from the Company, and the Company
hereby agrees to sell to the Sponsor, on the Closing Date (as defined in Section
1.2), the Warrants for an aggregate purchase price of $3,000,000 (the “Purchase
Price”).

     

    1.2.
Closing. The
closing (the “Closing”)
of the Offering, shall take place at the offices of Ellenoff Grossman &
Schole LLP, 150 East 42nd Street, New York, New York, 10017, on or prior to the
effective date of the registration statement relating to the Company’s initial
public offering (“IPO”) of
8,000,000 units consisting of Ordinary Shares and warrants (the “Closing
Date”).

     

    1.3.
Delivery of the
Purchase Price. At least one business day prior to the Closing Date the
Sponsor agrees to deliver the Purchase Price by certified bank check or wire
transfer of immediately available funds denominated in United States Dollars to
either: (i) Ellenoff Grossman & Schole LLP who is hereby irrevocably
authorized to deposit such funds at least one business day prior to the Closing
of the IPO to the trust account which will be established for the benefit of the
Company’s public shareholders, managed pursuant to that certain Investment
Management Trust Agreement to be entered into by and between the Company and a
trustee and into which substantially all of the proceeds of the IPO will be
deposited (the “Trust
Account”) or (ii) directly into the Trust Account.  If the IPO
is not consummated, the Purchase Price shall be returned to the Sponsor as soon
as practicable by certified bank check or wire transfer of immediately available
funds denominated in United States Dollars.

     

    1.4 Delivery of Warrant
Certificate.  Upon delivery of the Purchase Price in accordance
with Section 1.3, the Sponsor shall become irrevocably entitled to receive a
warrant certificate representing the Warrants; provided, however, if the
Company notifies the Sponsor the IPO will not be consummated and the Purchase
Price will be returned in accordance with the last sentence of Section 1.3, the
Company shall have no obligation to provide any such certificate representing
the Warrants to the Sponsor.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    2. Representations and Warranties of
the Sponsor

     

    Sponsor
represents and warrants to the Company that:

     

    2.1.
No Government
Recommendation or Approval. Sponsor understands that no United States
federal or state agency or similar agency of any other country has passed upon
or made any recommendation or endorsement of the Company, the Offering or the
Ordinary Shares underlying the Warrants (the “Warrant
Shares” and, collectively with the Warrants, the “Securities”).

    


    2.2.
Organization and
Authority.  The Sponsor is a Delaware limited liability company,
validly existing and in good standing under the laws of the state of its
incorporation and possesses all requisite power and authority necessary to carry
out the transactions contemplated by this Agreement.  Upon execution
and delivery by Sponsor, this Agreement is a legal, valid and binding agreement
of Sponsor, enforceable against Sponsor in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting the enforcement of creditors’
rights generally and subject to general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or in equity).

     

    2.3.
Regulation D
Offering. Sponsor represents that it is an “accredited investor” as such
term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933,
as amended (the “Securities
Act”) and acknowledges the sale contemplated hereby is being made in
reliance on a private placement exemption to “Accredited Investors” within the
meaning of Section 501(a) of Regulation D under the Securities Act or
similar exemptions under state law.

     

    2.4.
Authority. This
Agreement has been validly authorized, executed and delivered by Sponsor and is
a valid and binding agreement enforceable in accordance with its terms, subject
to the general principles of equity and to bankruptcy or other laws affecting
the enforcement of creditors’ rights generally.

    


    2.5.
No Conflicts.
The execution, delivery and performance of this Agreement and the consummation
by the Sponsor of the transactions contemplated hereby do not violate, conflict
with or constitute a default under (i) the Sponsor’s organizational
documents, (ii) any agreement, indenture or instrument to which the Sponsor
is a party or (iii) any law, statute, rule or regulation to which Sponsor is
subject, or any agreement, order, judgment or decree to which Sponsor is
subject.

     

    2.6.
No Legal Advice from
Company. Sponsor acknowledges it has had the opportunity to review this
Agreement and the transactions contemplated by this Agreement and the other
agreements entered into between the parties hereto with Sponsor’s own legal
counsel and investment and tax advisors. Except for any statements or
representations of the Company made in this Agreement and the other agreements
entered into between the parties hereto, Sponsor is relying solely on such
counsel and advisors and not on any statements or representations of the Company
or any of its representatives or agents for legal, tax or investment advice with
respect to this investment, the transactions contemplated by this Agreement or
the securities laws of any jurisdiction.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    2.7.
Access to Information;
Independent Investigation.  Prior to the execution of this
Agreement, the Sponsor has had the opportunity to ask questions of and receive
answers from representatives of the Company concerning an investment in the
Company, as well as the finances, operations, business and prospects of the
Company, and the opportunity to obtain additional information to verify the
accuracy of all information so obtained.  In determining whether to
make this investment, Sponsor has relied solely on Sponsor’s own knowledge and
understanding of the Company and its business based upon Sponsor’s own due
diligence investigation and the information furnished pursuant to this
paragraph.  Sponsor understands that no person has been authorized to
give any information or to make any representations which were not furnished
pursuant to this Section 2 and Sponsor has not relied on any other
representations or information in making its investment decision, whether
written or oral, relating to the Company, its operations and/or its
prospects.

     

    2.8.
Reliance on
Representations and Warranties. Sponsor understands the Warrants are
being offered and sold to it in reliance on exemptions from the registration
requirements under the Securities Act, and analogous provisions in the laws and
regulations of various states, and that the Company is relying upon the truth
and accuracy of the representations, warranties, agreements, acknowledgments and
understandings of Sponsor set forth in this Agreement in order to determine the
applicability of such provisions.

     

    2.9.
No
Advertisements. Sponsor is not subscribing for the Warrants as a result
of or subsequent to any advertisement, article, notice or other communication
published in any newspaper, magazine, or similar media or broadcast over
television or radio, or presented at any seminar or meeting.

     

    2.10.
Legend. Sponsor
acknowledges and agrees the certificates evidencing the Warrants and the Warrant
Shares shall bear a restrictive legend (the “Legend”), in form and substance as
set forth in Section 4 hereof, prohibiting the offer, sale, pledge or
transfer of the securities, except (i) pursuant to an effective
registration statement covering these securities under the Securities Act or
(ii) pursuant to any other exemptions from the registration requirements
under the Securities Act and such laws which, in the opinion of counsel for this
Company, is available.

    


    2.11.
Experience, Financial
Capability and Suitability.  Sponsor is (i) sophisticated in
financial matters and is able to evaluate the risks and benefits of the
investment in the Securities and (ii) able to bear the economic risk of his
investment in the Securities for an indefinite period of time because the
Securities have not been registered under the Securities Act and therefore
cannot be sold unless subsequently registered under the Securities Act or an
exemption from such registration is available.  Sponsor has
substantial experience in evaluating and investing in transactions of securities
in companies similar to the Company so that it is capable of evaluating the
merits and risks of its investment in the Company and has the capacity to
protect its own interests.  Sponsor must bear the economic risk of
this investment until the Securities are sold pursuant to: (i) an effective
registration statement under the Securities Act; or (ii) an exemption from
registration is available with respect to such sale.  Sponsor is able
to bear the economic risks of an investment in the Securities and to afford a
complete loss of Sponsor’s investment in the Securities.

     

    2.12.
Investment
Purposes.  The Sponsor is purchasing the Securities solely for
investment purposes, for the Sponsor’s own account and not for the account or
benefit of any other person, and not with a view towards the distribution or
dissemination thereof and the Sponsor has no present arrangement to sell the
interest in the Securities to or through any person or entity.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    2.13.
Restrictions on
Transfer. Sponsor acknowledges and understands the Warrants are being
offered in a transaction not involving a public offering in the United States
within the meaning of the Securities Act. The Securities have not been
registered under the Securities Act, and, if in the future Sponsor decides to
offer, resell, pledge or otherwise transfer the Securities, such Securities may
be offered, resold, pledged or otherwise transferred only (A) pursuant to
an effective registration statement filed under the Securities Act,
(B) pursuant to an exemption from registration under Rule 144 promulgated
under the Securities Act, if available, or (C) pursuant to any other
available exemption from the registration requirements of the Securities Act,
and in each case in accordance with any applicable securities laws of any state
or any other jurisdiction. Sponsor agrees that if any transfer of its Securities
or any interest therein is proposed to be made, as a condition precedent to any
such transfer, Sponsor may be required to deliver to the Company an opinion of
counsel satisfactory to the Company. Absent registration or another available
exemption from registration, Sponsor agrees it will not resell the Securities.
Sponsor further acknowledges that because the Company is a shell company Rule
144 may not be available to Sponsor for the resale of the Securities until the
one year anniversary following consummation of the initial Business Combination
of the Company, despite technical compliance with the requirements of Rule 144
and the release or waiver of any contractual transfer restrictions.

     

    3. Representations and Warranties of
the Company

     

    The
Company represents and warrants to the Sponsor that:

     

    3.1.
Valid Issuance of
Share Capital. The total number of all classes of share capital which the
Company has authority to issue is (i) an unlimited number of Ordinary Shares and
(ii) an unlimited number of preferred shares. As of the date hereof, the Company
has issued 1,623,529 Ordinary Shares (of which 211,764 of such Ordinary Shares
are subject to forfeiture as described in the registration statement related to
the Company’s IPO) and no preferred shares issued and outstanding. All of the
issued share capital of the Company has been duly authorized, validly issued,
and are fully paid and non-assessable.

     

    3.2.
Title to
Warrants. Upon issuance in accordance with, and payment pursuant to, the
terms hereof and the Warrant Agreement, as the case may be, each of the Warrants
and the Warrant Shares will be duly and validly issued, fully paid and
non-assessable. Upon issuance in accordance with, and payment pursuant to, the
terms hereof and the Warrant Agreement, as the case may be, the Sponsor will
have or receive good title to the Warrants, free and clear of all liens, claims
and encumbrances of any kind, other than (i) any transfer restrictions hereunder
and under the other agreements contemplated hereby and (ii) transfer
restrictions under federal and state securities laws.

     

    3.3.
Organization and
Qualification. The Company has been duly incorporated and is validly
existing as a British Virgin Islands business company and has the requisite
corporate power to own its properties and assets and to carry on its business as
now being conducted.

     

    3.4.
Authorization;
Enforcement. (i) The Company has the requisite corporate power and
authority to enter into and perform its obligations under this Agreement and to
issue the Warrants and the Warrant Shares in accordance with the terms hereof,
(ii) the execution, delivery and performance of this Agreement by the
Company and the consummation by it of the transactions contemplated hereby have
been duly authorized by all necessary corporate action and no further consent or
authorization of the Company or its Board of Directors or shareholders is
required, and (iii) this Agreement constitutes valid and binding
obligations of the Company enforceable against the Company in accordance with
its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or
similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by equitable principles of general application and except
as enforcement of rights to indemnity and contribution may be limited by federal
and state securities laws or principles of public policy.

     

    3.5.
No Conflicts.
The execution, delivery and performance of this Agreement and the consummation
by the Company of the transactions contemplated hereby do not (i) result in
a violation of the Company’s Memorandum and Articles of Association,
(ii) conflict with, or constitute a default under any agreement, indenture
or instrument to which the Company is a party or (iii) any law statute, rule or
regulation to which the Company is subject or any agreement, order, judgment or
decree to which the Company is subject. Other than any Securities Exchange
Commission, state or foreign securities filings which may be required to be made
by the Company subsequent to the Closing, and any registration statement which
may be filed pursuant thereto, the Company is not required under federal, state
or local law, rule or regulation to obtain any consent, authorization or order
of, or make any filing or registration with, any court or governmental agency or
self-regulatory entity in order for it to perform any of its obligations under
this Agreement or issue the Warrants or the Ordinary Shares issuable upon
exercise thereof in accordance with the terms hereof.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    4. Legends

     

    4.1.
Legend. The
Company will issue the Warrants, and when issued, the Warrant Shares, purchased
by the Sponsor, in the name of the Sponsor. The Securities will bear the
following Legend and appropriate “stop transfer” instructions:

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE 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 REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE
THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH GLOBAL CORNERSTONE
HOLDINGS LIMITED (THE
“COMPANY”) COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN
SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED
TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN
WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

     

    SECURITIES
EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUED
UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER
A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

     

    4.2.
Sponsor’s
Compliance. Nothing in this Section 4 shall affect in any way the
Sponsor’s obligations and agreements to comply with all applicable securities
laws upon resale of the Securities.

     

    4.3.
Company’s Refusal to
Register Transfer of the Securities. The Company shall refuse to register
any transfer of the Securities, if in the sole judgment of the Company such
purported transfer would not be made (i) pursuant to an effective
registration statement filed under the Securities Act, or (ii) pursuant to
an available exemption from the registration requirements of the Securities
Act.

     

    4.4.
Registration
Rights.  Subscriber will be entitled to certain registration
rights which will be governed by a registration rights agreement (“Registration
Rights Agreement”) to be entered into with the Company on or prior to the
closing of the IPO.

     

    5. Lockup

     

    The
Warrants will be subject to a lockup described in that certain Insider Letter
pursuant to which the Warrants shall not be transferable, saleable or assignable
until thirty (30) days following the consummation of a Business Combination,
subject to certain limited exceptions.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    6. Securities Laws
Restrictions

     

    Sponsor
agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or
any part of the Securities unless, prior thereto (a) a registration
statement on the appropriate form under the Securities Act and applicable state
securities laws with respect to the Securities proposed to be transferred shall
then be effective or (b) the Company shall have received an opinion from
counsel reasonably satisfactory to the Company, that such registration is not
required because such transaction complies with the Securities Act and the rules
promulgated by the SEC thereunder and with all applicable state securities
laws.

     

    7. Waiver of Liquidation
Distributions

     

    In
connection with the Securities purchased pursuant to this Agreement, Sponsor
hereby waives any and all right, title, interest or claim of any kind in or to
any distributions from the Trust Account which will be established for the
benefit of the Company’s public shareholders and into which substantially all of
the proceeds of the IPO will be deposited (the “Trust
Account”). In no event will a Sponsor have the right to exercise any
Warrants prior to the later of: (i) one year from the date of the
prospectus relating to the Company’s IPO and (ii) thirty (30) days after
the consummation of an initial Business Combination.

     

    8. Forfeiture of
Warrants

     

    8.1.
Failure to Consummate
Business Combination. The Warrants shall be forfeited to the Company upon
the liquidation of the Trust Account in the event an initial Business
Combination is not consummated within 21 months from the effective date of the
Company’s prospectus distributed in connection with the IPO (the “prospectus”)
or 24 months from the date of the prospectus if a letter of intent or a
definitive agreement has been executed within 21 months from the date of the
prospectus and the Business Combination relating thereto has not yet been
completed within such 21-month period.

     

    8.2.
Termination of
Rights. If the Warrants are forfeited in accordance with this
Section 8, then after such time the Sponsor (or its successor in interest),
shall no longer have any rights as a holder of such Warrants, and the Company
and/or its agents shall take such action as is appropriate to cancel such
Warrants on the books and records of the Company.

     

     9.
Rescission Right Waiver and
Indemnification

     

    9.1.
Rescission
Waiver.  Sponsor understands and acknowledges an exemption from
the registration requirements of the Securities Act requires there be no general
solicitation of purchasers of the Warrants. In this regard, if the IPO were
deemed to be a general solicitation with respect to the Warrants, the offer and
sale of such Warrants may not be exempt from registration and, if not, the
Sponsor may have a right to rescind its purchase of the Warrants. In order to
facilitate the completion of the Offering and in order to protect the Company,
its shareholders and the trust account from claims that may adversely affect the
Company or the interests of its shareholders, Sponsor hereby agrees to waive, to
the maximum extent permitted by applicable law, any claims, right to sue or
rights in law or arbitration, as the case may be, to seek rescission of its
purchase of the Warrants. Sponsor acknowledges and agrees this waiver is being
made in order to induce the Company to sell the Warrants to the Sponsor. Sponsor
agrees the foregoing waiver of rescission rights shall apply to any and all
known or unknown actions, causes of action, suits, claims or proceedings
(collectively, “Claims”)
and related losses, costs, penalties, fees, liabilities and damages, whether
compensatory, consequential or exemplary, and expenses in connection therewith,
including reasonable attorneys’ and expert witness fees and disbursements and
all other expenses reasonably incurred in investigating, preparing or defending
against any Claims, whether pending or threatened, in connection with any
present or future actual or asserted right to rescind the purchase of the
Warrants hereunder or relating to the purchase of the Warrants and the
transactions contemplated hereby.

     

    9.2.  No Recourse Against Trust
Account.  Sponsor agrees not to seek recourse against the Trust
Account for any reason whatsoever in connection with its purchase of the
Warrants or any Claim that may arise now or in the future.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    9.3.  Third Party
Beneficiaries.  Sponsor acknowledges and agrees the
shareholders of the Company are and shall be third-party beneficiaries of the
foregoing provisions of this Agreement.

     

    9.4.  Section 9
Waiver.  Sponsor agrees that to the extent any waiver of rights
under this Section 9 is ineffective as a matter of law, Sponsor 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. Sponsor
acknowledges the receipt and sufficiency of consideration received from the
Company hereunder in this regard.

     

    10. Terms of the
Warrant

     

    The
Warrants are substantially identical to the warrants included in the units
offered in the IPO as set forth in the Warrant Agreement to be entered into with
a mutually agreeable warrant agent on or prior to the closing of the IPO, except
the Warrants: (i) will be subject to transfer restrictions, (ii) are being
purchased pursuant to an exemption from the registration requirements of the
Securities Act and will become freely tradable only after certain conditions are
met or they are registered pursuant to the Registration Rights Agreement, (iii)
will be non-redeemable so long as they are held by the initial holder thereof
(or any of its permitted transferees), and (iv) are exercisable for cash or
on a “cashless” basis if held by the Sponsor or its permitted
assigns.

     

    11. Governing Law; Jurisdiction;
Waiver of Jury
Trial

     

    This
Agreement shall be governed by and construed in accordance with the laws of the
British Virgin Islands for agreements made and to be wholly performed within
such country. The parties hereto hereby waive any right to a jury trial in
connection with any litigation pursuant to this Agreement and the transactions
contemplated hereby.

     

    12. Assignment; Entire Agreement;
Amendment

     

    12.1.
Assignment.
Neither this Agreement nor any rights hereunder may be assigned by any party to
any other person other than by Sponsor to a person agreeing to be bound by the
terms hereof.

     

    12.2.
Entire
Agreement. This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and supersedes
any and all prior discussions, agreements and understandings of any and every
nature.

     

    12.3.
Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any
term hereof may be amended, waived, discharged or terminated other than by a
written instrument signed by the party against whom enforcement of any such
amendment, waiver, discharge or termination is sought.

     

    12.4.
Binding upon
Successors. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and to their respective heirs, legal representatives,
successors and permitted assigns.

     

    13. Notices;
Indemnity

     

    13.1
Notices. All
notices, requests, consents and other communications hereunder shall be in
writing, shall be addressed to the receiving party’s address set forth on the
first page of this Agreement or to such other address as a party may designate
by notice hereunder, and shall be either (a) delivered by hand, (b) sent by
overnight courier, or (c) sent by certified mail, return receipt requested,
postage prepaid.  All notices, requests, consents and other
communications hereunder shall be deemed to have been given either (i) if by
hand, at the time of the delivery thereof to the receiving party at the address
of such party set forth above, (ii) if sent by overnight courier, on the next
business day following the day such notice is delivered to the courier service,
or (iii) if sent by certified mail, on the fifth business day following the day
such mailing is made.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    13.2
Indemnification. Each
party shall indemnify the other party against any loss, cost or damages
(including reasonable attorney’s fees and expenses) incurred as a result of such
party’s breach of any representation, warranty, covenant or agreement set forth
in this Agreement.

     

    14. Counterparts

    


    This
Agreement may be executed in one or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart.  In the event that any signature is delivered by facsimile
transmission or any other form of electronic delivery, such signature shall
create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such signature
page were an original thereof.

     

    15. Survival;
Severability

     

    15.1.
Survival. The
representations, warranties, covenants and agreements of the parties hereto
shall survive the Closing and one (1) year following the consummation of an
initial Business Combination.

     

    15.2.
Severability.
In the event that any provision of this Agreement becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable or void, this
Agreement shall continue in full force and effect without said provision; provided that no such
severability shall be effective if it materially changes the economic benefit of
this Agreement to any party.

     

    16. Headings

     

    The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.

     

    17. Construction

    


    The
parties hereto have participated jointly in the negotiation and drafting of this
Agreement. If an ambiguity or question of intent or interpretation arises, this
Agreement will be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof will arise favoring or disfavoring any party
hereto because of the authorship of any provision of this Agreement. The words
“include,” “includes,” and “including” will be deemed to
be followed by “without
limitation.” Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be
construed to include the plural and vice versa, unless the context otherwise
requires. The words “this
Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of
similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited. The parties hereto intend that each
representation, warranty, and covenant contained herein will have independent
significance. If any party hereto has breached any representation, warranty, or
covenant contained herein in any respect, the fact that there exists another
representation, warranty or covenant relating to the same subject matter
(regardless of the relative levels of specificity) which such party hereto has
not breached will not detract from or mitigate the fact that such party hereto
is in breach of the first representation, warranty, or covenant.

    


    [remainder
of page intentionally left blank]

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    This
subscription is accepted by the Company as of the date first written
above.

    


    
      
        	
                GLOBAL
      CORNERSTONE HOLDINGS LIMITED

              
	 
      	 
      
	
                By:  

              	
                /s/ James D. Dunning,
Jr.

              
	 
      	
                Name:
      James D. Dunning, Jr.

              
	 
      	
                Title:
      Chief Executive Officer

              


      

    

    


    Accepted
and agreed this

    4th day of
February, 2011

    


    
      
        
          
            	
                    GLOBAL
      CORNERSTONE HOLDINGS LLC

                  
	 
      	 
      
	
                    By:  

                  	
                    /s/ James D. Dunning,
Jr.

                  
	
                    Name:
      James D. Dunning, Jr.

                  
	
                    Title:
      Managing
Member

                  


          

        

      

    


    
      
         


      

      
        9