Unassociated Document


    EXHIBIT
10.1

     

    
 

    THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”).  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY
AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF
THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.  

    


    PROMISSORY
NOTE

    


    
      	
              Principal
      Amount:  $100,000

            	
              Dated
      as of January 24, 2011

            
	 
      	
              British
      Virgin Islands

            


    

    


                Global Cornerstone Holdings
Limited, a
blank check company formed as a British Virgin Islands business company with
limited liability (the “Maker”), promises to pay to
the order of Global Cornerstone
Holdings LLC or its registered assigns or successors in
interest (the “Payee”), or order, the
principal sum of one-hundred thousand dollars ($100,000) in lawful money of the
United States of America, on the terms and conditions described
below.  All payments on this Note shall be made by check or wire
transfer of immediately available funds or as otherwise determined by the Maker
to such account as the Payee may from time to time designate by written notice
in accordance with the provisions of this Note.

    


    1.           Principal. The principal
balance of this Promissory Note (this “Note”) shall be payable on the
earlier of (i) December 31, 2011 or (ii) the date on which Maker consummates an
initial public offering of its securities.  The principal balance may
be prepaid at any time.

    


    2.           Interest. No interest shall
accrue on the unpaid principal balance of this Note.

    


    3.           Application of Payments. All
payments shall be applied first to payment in full of any costs incurred in the
collection of any sum due under this Note, including (without limitation)
reasonable attorney’s fees, then to the payment in full of any late charges and
finally to the reduction of the unpaid principal balance of this
Note.

    


    4.           Events of Default. The
following shall constitute an event of default (“Event of
Default”):

    


    (a)           Failure
to Make Required Payments. Failure by Maker to pay the principal of this Note
within five (5) business days following the date when due.

    


    (b)           Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any
applicable bankruptcy, insolvency, reorganization, rehabilitation or other
similar law, or the consent by it to the appointment of or taking possession by
a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of Maker or for any substantial part of its property, or the
making by it of any assignment for the benefit of creditors, or the failure of
Maker generally to pay its debts as such debts become due, or the taking of
corporate action by Maker in furtherance of any of the
foregoing.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (c)           Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of Maker in an involuntary case under
any applicable bankruptcy, insolvency or other similar law, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of Maker or for any substantial part of its property, or ordering the
winding-up or liquidation of its affairs, and the continuance of any such decree
or order unstayed and in effect for a period of 60 consecutive
days.

    


    5.           Remedies.

    


    (a)           Upon
the occurrence of an Event of Default specified in Section 4(a) hereof, Payee
may, by written notice to Maker, declare this Note to be due immediately and
payable, whereupon the unpaid principal amount of this Note, and all other
amounts payable thereunder, shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived, anything contained herein or in the documents
evidencing the same to the contrary notwithstanding.

    


    (b)           Upon
the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the
unpaid principal balance of this Note, and all other sums payable with regard to
this Note, shall automatically and immediately become due and payable, in all
cases without any action on the part of Payee.

    


    6.           Waivers. Maker and all
endorsers and guarantors of, and sureties for, this Note waive presentment for
payment, demand, notice of dishonor, protest, and notice of protest with regard
to the Note, all errors, defects and imperfections in any proceedings instituted
by Payee under the terms of this Note, and all benefits that might accrue to
Maker by virtue of any present or future laws exempting any property, real or
personal, or any part of the proceeds arising from any sale of any such
property, from attachment, levy or sale under execution, or providing for any
stay of execution, exemption from civil process, or extension of time for
payment; and Maker agrees that any real estate that may be levied upon pursuant
to a judgment obtained by virtue hereof, on any writ of execution issued hereon,
may be sold upon any such writ in whole or in part in any order desired by
Payee.

    


    7.           Unconditional Liability. Maker
hereby waives all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agrees
that its liability shall be unconditional, without regard to the liability of
any other party, and shall not be affected in any manner by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by
Payee, and consents to any and all extensions of time, renewals, waivers, or
modifications that may be granted by Payee with respect to the payment or other
provisions of this Note, and agrees that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to Maker or
affecting Maker’s liability hereunder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    8.           Notices. Any notice called for
hereunder shall be deemed properly given if (i) sent by certified mail, return
receipt requested, (ii) personally delivered, (iii) dispatched by any form of
private or governmental express mail or delivery service providing receipted
delivery or (iv) sent by telefacsimile or (v) to the following addresses or to
such other address as either party may designate by notice in accordance with
this Section:

    


    If to
Maker:

    


    Global
Cornerstone Holdings Limited

    c/o
Global Cornerstone Holdings LLC

    641
Lexington Avenue

    28th Floor,
New York, NY 10022

    Attn:  James
D. Dunning, Jr.

    


    If to
Payee:

    


    Global
Cornerstone Holdings LLC

    641
Lexington Avenue

    28th Floor,
New York, NY 10022

    Attn:  James
D. Dunning, Jr.

    


    Notice shall be deemed given on the
earlier of (i) actual receipt by the receiving party, (ii) the date shown on a
facsimile transmission confirmation, (iii) the date reflected on a signed
delivery receipt, or (iv) two (2) Business Days following tender of delivery or
dispatch by express mail or delivery service.

    


         9.      Construction. THIS NOTE SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE BRITISH VIRGIN
ISLANDS, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

    


         10.    Severability. Any provision
contained in this Note which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.

    


        11.     Trust
Waiver.  Notwithstanding anything herein to the contrary, the
Payee hereby waives any and all right, title, interest or claim of any kind
(“Claim”) in or to any
distribution of or from the trust account in which the proceeds of the initial
public offering (the “IPO”) conducted by the Maker
(including the deferred underwriters discounts and commissions) and the proceeds
of the sale of the warrants issued in a private placement to occur prior to the
effectiveness of the IPO, as described in greater detail in the registration
statement and prospectus to be filed with the Securities and Exchange Commission
in connection with the IPO, and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the trust account
for any reason whatsoever.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    12.  Amendment;
Waiver.  Any amendment hereto or waiver of any provision hereof
may be made with, and only with, the written consent of the Maker and the
Payee.

    


    13. 
Assignment.  No
assignment or transfer of this Note or any rights or obligations hereunder may
be made by any party hereto (by operation of law or otherwise) without the prior
written consent of the other party hereto and any attempted assignment without
the required consent shall be void.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this
Note to be duly executed by its Chief Executive Officer the day and year first
above written.

    


    
      
        	
                GLOBAL
      CORNERSTONE HOLDINGS LIMITED

              
	 
      	 
      
	
                By:

              	
                /s/ James D. Dunning,
Jr.

              
	 
      	
                Name:
      James D. Dunning, Jr.

              
	 
      	
                Title:  Chief
      Executive Officer