Form Of INDEMNIFICATION AGREEMENT)Indemnification Agreement • February 4th, 2008 • GHL Acquisition Corp. • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ ___, 200__, by and between GHL Acquisition Corp., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
GHL Acquisition Corp. 40,000,000 Units UNDERWRITING AGREEMENT dated [___], 2008 Banc of America Securities LLCUnderwriting Agreement • February 4th, 2008 • GHL Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 4th, 2008 • GHL Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [_____] day of [______________, 2008], by and among GHL Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under the heading “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Form of INVESTMENT MANAGEMENT TRUST AGREEMENT]Investment Management Trust Agreement • February 4th, 2008 • GHL Acquisition Corp. • Blank checks • New York
Pursuant to Section 3(ii) of the Investment Management Trust Agreement between GHL Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company dated as of [_________ ___, 2008] (the “Trust Agreement”), we hereby authorize you to disburse from the Trust Account proceeds from the Property, as defined in the Trust Agreement, equal to $_______________, to __________________ via wire transfer on ____________, 200_.
GHL Acquisition Corp. 300 Park Avenue, 23rd Floor New York, NY 10022GHL Acquisition Corp. • February 4th, 2008 • Blank checks
This letter will confirm the agreement by and between GHL Acquisition Corp., a Delaware corporation (the “Company”), and Greenhill & Co., Inc., a Delaware corporation (“Greenhill”), that, commencing on the effective date (“Effective Date”) of the registration statement on form S-1 (File No. 333-147722) relating to the initial public offering (“IPO”) of the Company’s securities and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s dissolution and liquidation, each as described in the Company’s final prospectus relating to the IPO (hereinafter, the earlier of such dates is referred to as the “Termination Date”), Greenhill shall make available to the Company certain office space, administrative services and secretarial services as may be required by the Company from time to time, at 300 Park Avenue, 23rd Floor, New York, NY 10022, or at such other facilities as shall be suitable to meet the Company’s needs and as G
Form of Letter Agreement for Director and Officers of GHL Acquisition Corp.]Letter Agreement • February 4th, 2008 • GHL Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in connection with an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 9 hereof.
GHL ACQUISITION CORP. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 4th, 2008 • GHL Acquisition Corp. • Blank checks • New York
The Corporation 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 Corporation 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 any 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 Corporation), to all of which the holder of this certificate by acceptance hereof assents.
Form of Letter Agreement of GHL Acquisition Corp. with Greenhill & Co., Inc.]GHL Acquisition Corp. • February 4th, 2008 • Blank checks • New York
This letter is being delivered to you in connection with an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 9 hereof.
