glg8kex101feb2010.htm


    AMENDMENT
NO. 1 AND JOINDER

    


    This
AMENDMENT NO. 1 and JOINDER (this “Amendment and Joinder”) to the Voting
Agreement, dated June 22, 2007, among Noam Gottesman, Pierre Lagrange, Emmanuel
Roman, Leslie J. Schreyer, in his capacity as trustee of the Gottesman GLG
Trust, G&S Trustees Limited, in its capacity as trustee of the Lagrange GLG
Trust ("G&S"), Jeffrey A. Robins, in his capacity as trustee of the Roman
GLG Trust, Point Pleasant Ventures Ltd., a British Virgin Islands company,
Jackson Holding Services Inc., a British Virgin Islands company, Lavender
Heights Capital LP, Sage Summit LP and GLG Partners, Inc., a Delaware
corporation (formerly known as Freedom Acquisition Holdings, Inc.) (“GPI”) (collectively,
the “Parties”),
a copy of which is attached hereto as Exhibit A (the “Voting Agreement”),
is made as of February 12, 2010, by and among Martin E. Franklin (“Franklin”) and the
Parties.

    


    INTRODUCTORY
STATEMENTS

    


    A.           Franklin
and the Parties have agreed to execute and deliver this Amendment and Joinder in
order for Franklin to become a party to the Voting Agreement.

    


    AGREEMENTS

    


    In consideration of the foregoing and
the agreements contained herein, Franklin hereby agrees as follows:

    


    1.           Defined
Terms.  Capitalized terms used herein and not defined herein
shall have the meanings assigned thereto in the Voting Agreement.

    


    
      	
               
      

            	
              2.

            	
              Amendments to the
      Voting Agreement.

            


    

    


    (a)           All
references in the Voting Agreement to (1) “Freedom Acquisition Holdings, Inc.”
shall be to “GLG Partners, Inc. (formerly named Freedom Acquisition Holdings,
Inc.)” and (2) the defined term “Freedom” shall be to the
“Company”.

    


    (b)           Section
9.12 of the Voting Agreement is amended to replace the address for notices to
GPI as follows:


    

      
        	
                To:

              	
                    
      GLG Partners, Inc.

                    
      399 Park Avenue

                    
      38th
      Floor 

                    
      New York, NY 10022

                    
      Telephone: 212-224-7242

                    
      Telecopier: 212-813-5342

                    
      Attention:   Alejandro San Miguel, Esq.

                                         General
      Counsel and Corporate Secretary

              


      


      
        
           


        

        
           


          
            

          

        

         

      


      
        	 
      	
                with
      a copy to:

                 

                Leslie
      J. Schreyer

                Chadbourne
      & Parke LLP

                30
      Rockefeller Plaza

                New
      York, New York 10112

                Telephone:  212-408-5100

                Telecopier:  212-541-5369

              


      

(c)           Section
9 of the Voting Agreement is hereby amended by adding the following new clause
9.13 to the end thereof:

    


    “9.13.  Notwithstanding
anything to the contrary in this Agreement, including, but not limited to, the
restrictions under Section 2.5 and the second sentence of Section 8.1, Martin E.
Franklin, or any of his heirs, executors, administrators, successors or assigns,
(a) may at any time transfer any or all of his Voting Stock to any Person,
(b) may at any time, by providing not less than thirty (30) days prior written
notice to all other Parties in accordance with Section 9.12, withdraw as a Party
to this Agreement, and such withdrawal shall become effective on the date
specified in the notice of withdrawal, and (c) shall not be subject to the
provisions of Sections 4 (Drag-Along Rights) and 9.11
(Endorsement of Voting Stock
Share Certificates).  Notwithstanding Section 9.3 to the
contrary, Stockholder Parties shall only be entitled to indemnification from
Martin E. Franklin pursuant to Section 9.3 of this Agreement for breaches of
this Agreement by Mr. Franklin.  Notwithstanding Section 9.6 to the
contrary, no amendment to this Section 9.13 and no amendment, alteration or
repeal of any other provision of this Agreement, or addition of a new provision
to this Agreement, that would change any right, privilege or preference of
Martin E. Franklin shall be made without the written consent of Mr.
Franklin.  Except as provided for in this Section 9.13, all other
provisions of this Agreement shall be binding upon Mr. Franklin for so long as
he is a Party hereto.  Upon the effectiveness of a transfer of any of
Mr. Franklin’s Voting Stock, any proxy or power granted by Mr. Franklin pursuant
to Section 2.4 shall terminate as if this Agreement had terminated with respect
to any such transferred shares of Mr. Franklin’s Voting Stock and all such
transferred shares of Mr. Franklin’s Voting Stock shall be free of all
restrictions and obligations under this Agreement.  Upon the
effectiveness of a withdrawal as a Party to this Agreement, (i) any proxy or
power granted by Mr. Franklin pursuant to Section 2.4 shall terminate as if this
Agreement had terminated with respect to all of Mr. Franklin’s Voting Stock,
(ii) all of Mr. Franklin’s Voting Stock shall be free of all restrictions and
obligations under this Agreement, (iii) this Section 9.13 shall be of no further
force or effect, and (iv) this Agreement shall continue in full force and effect
with respect to the other Parties.”

    


    3.           Joinder.  Franklin
hereby agrees that, upon execution of this Amendment and Joinder he shall become
a party to the Voting Agreement as a "Stockholder Party" and shall be bound by,
and subject to, all of the covenants, terms and conditions of the Voting
Agreement, as amended by this Amendment and Joinder, as fully and the same as
though he were an original party thereto.

     

     

     

    2

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4.           Parties in
Interest.  This Amendment and Joinder is binding upon and is
for the benefit of Franklin and its successors and assigns, and for the benefit
of and enforceable by the other persons party to the Voting
Agreement.

    


    5.           Further
Assurances.  The Stockholder Parties shall, from time to
time execute such other documents and agreements and provide such certificates
as any other party to the Voting Agreement may reasonably request to carry-out
and fulfill the transactions, and permit the exercise and assumption of, such
rights and obligations as are contemplated hereunder.

    


    6.           Ratification and
Confirmation of Voting Agreement.  Except as amended pursuant
to this Amendment and Joinder, the Voting Agreement is hereby ratified and
confirmed in all respects.

    


    7.           Effectiveness.  This
Amendment and Joinder shall be effective as of the date hereof.

    


    8.           Headings and
Execution.  The descriptive headings of this Amendment and
Joinder are for convenience of reference only and do not constitute a part of
this Amendment and Joinder.  This Amendment and Joinder may be
executed by facsimile or portable document format (pdf)
transmission.

    


    9.           Governing
Law.  This Amendment and Joinder will be governed by and
construed in accordance with the laws of the State of Delaware.

    


    10.           Notice.  All
notices, requests, consents and other communications hereunder to Franklin shall
be deemed to be sufficient if contained in a written instrument delivered in
person or sent by facsimile (provided a copy is thereafter promptly delivered as
provided in this Section 10) or internationally recognized express courier,
addressed to Franklin, with copies to his legal counsel, at the addresses or
facsimile numbers set forth below Franklin’s signature or such other address or
facsimile number as may hereafter be designated in writing by
Franklin.

    


    [Signature
page follows]

     

     

     

     

     

     

     

     

     

    3



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Amendment and Joinder has been duly executed and delivered
by the undersigned as of the date first above written.

     

    


     

    
      	 
      	
               

              /s/  Martin E.
      Franklin                                                           

            
	 
      	
              Martin
      E. Franklin

            
	
            	
            
	 
      	
              Notice
      details per Section 10 above:

               

              Address: 
      c/o Jarden Corporation

                                
      555 Theodore Fremd Avenue

                                
      Rye, NY 10508

                                
      

            
	
            	
                                
      Facsimile:  (914) 967-9405

               

            
	 
      	
              cc:             
      Kane Kessler, P.C.

                                 1350
      Avenue of the Americas

                                
      New York, NY 10019

                                
      Attn:   Robert L. Lawrence, Esq.

                                            
       Mitchell D. Hollander, Esq.

            
	
            	
            


    

    


     

    


     

    


     

    


     

    


     

    (Signature
Page to Amendment and Joinder)


    
      
         


      

      
         


        
          

        

      

      
         


      

    




    
      	 
      	
               

              /s/  Noam
      Gottesman                                                        

            
	 
      	
              Noam
      Gottesman

            
	 
      	
               

              /s/  Emmanuel
      Roman                                               
                   

            
	 
      	
              Emmanuel
      Roman

            
	 
      	
               

              /s/  Pierre
      Lagrange                                                   
               

            
	 
      	
              Pierre
      Lagrange

            
	
            	 


    

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    (Signature
Page to Amendment and Joinder)


    
      
         


      

      
         


        
          

        

      

      
         


      

    




    
      	
            	
               

              /s/  Leslie J.
      Schreyer                                                 
      

            
	 
      	
              Leslie
      J. Schreyer, in his capacity as trustee of the Gottesman GLG
      Trust

            
	
            	 


    

    


    
      	
            	/s/  Jeffrey A.
      Robins                                                 
	 
      	
              Jeffrey
      A. Robins, in his capacity as trustee of the Roman GLG
    Trust

            
	
            	
            
	 
      	 
      
	
            	
            
	 
      	
              JACKSON
      HOLDING SERVICES INC.

            
	
            	
            
	 
      	
              By:
      /s/  Jeffrey A.
      Robins                                                            

            
	 
      	
                       
      Name:  Jeffrey A. Robins

            
	 
      	
                       
      Title:    Director

            
	
            	
            


    

    


     

    


     

     

     

    


     

    


     

    


     

    


     

    


     

    


     

    (Signature
Page to Amendment and Joinder)



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
            	
              G&S TRUSTEES LIMITED, IN ITS

              CAPACITY AS TRUSTEE OF THE 

              LAGRANGE GLG TRUST

               

            
	 
      	
              By:   /s/  Nigel
      Bentley                                                 
                 

            
	 
      	
                        
      Name:  Nigel Bentley

            
	 
      	
                        
      Title:    Director

            
	
            	
            
	
            	
            
	 
      	
              POINT
      PLEASANT VENTURES LTD.

            
	
            	
            
	 
      	
              
                By:   /s/  Nigel
      Bentley                                                 
                 

              

            
	 
      	
                       
       Name:  Nigel Bentley

            
	 
      	
                         Title:   
      Director

            


    

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    (Signature
Page to Amendment and Joinder)




    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	 
      	
              LAVENDER
      HEIGHTS CAPITAL LP

               

            
	 
      	
              By:  Mount
      Garnet Limited, its general

                      partner

               

            
	 
      	
              By:   /s/  Leslie J.
      Schreyer                                                            

            
	 
      	 
      	
               Name: 
      Leslie J. Schreyer

            
	 
      	 
      	
               Title:   
      Director

            


    

    


     

    
      	 
      	
              SAGE
      SUMMIT LP

               

            
	 
      	
              By: 
      Sage Summit Ltd., its general partner

               

            
	 
      	
              By: 
      /s/  Leslie J.
      Schreyer                                                            

            
	 
      	 
      	
               Name: 
      Leslie J. Schreyer

            
	 
      	 
      	
               Title:   
      Director

            


    

    


     

    


     

    
 

     

    


     

    


     

    


     

    


     

    


     

    (Signature
Page to Amendment and Joinder)



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	 
      	
              GLG
      PARTNERS, INC.

              
                           

              

            
	 
      	
              By:   /s/  Alejandro San
      Miguel                                  
                           

            
	 
      	 
      	
              Name: 
      Alejandro San Miguel

            
	 
      	 
      	
              Title:   
      General Counsel and Corporate
Secretary

            


    

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    (Signature
Page to Amendment and Joinder)