exv10w8w3w2






Exhibit 10.8.3.2




GLG PARTNERS, INC.

2009 LONG-TERM INCENTIVE PLAN

U.S. RESTRICTED STOCK AGREEMENT




	 	 	 
	To:

	 	[Name]
	Date:

	 	[Date]






          In accordance with a determination of the [Special Grant]/[Compensation Committee] of the
Board of Directors of GLG Partners, Inc. (the “Company”) on [DATE] (the “Grant Date”),
___shares (“Restricted Stock”) of Common Stock of the Company have been granted to you as
Restricted Stock pursuant to Sub-Plan A (the “Sub-Plan”) of the Company’s 2009 Long-Term Incentive
Plan (the “Plan”). Capitalized terms used in this agreement (the “Restricted Stock Agreement”) but
not otherwise defined shall have the meanings assigned to such terms in the Plan or the Sub-Plan.




          The shares of Restricted Stock have been granted to you on the Grant Date upon the following
terms and conditions:




          1. Definitions





	 	(a)	 	“Breach of Covenants” means the failure to observe any or all of the Continuing
Obligations.
	 
	 	(b)	 	“Cause” shall be deemed to exist if you at any time:






	 	(i)	 	are guilty of gross misconduct, or commit a material breach of
any written agreement between you and the Company or any Subsidiary, including
this Restricted Stock Agreement; or
	 
	 	(ii)	 	are in breach of regulatory requirements or internal compliance
rules of the Company or its Subsidiaries that are applicable to you; or
	 
	 	(iii)	 	have any required registration terminated or cancelled by
regulatory authorities governing financial services business in any relevant
jurisdiction; or
	 
	 	(iv)	 	are investigated (which includes any informal or formal stage
in any administrative, investigative, enforcement, adjudicative, disciplinary,
or judicial investigation or proceeding, but excludes any such investigation or
proceeding the subject of which is the Company or a Subsidiary but not you) by
the Securities Exchange Commission in the United States, the Financial Services
Authority in the United Kingdom, the Financial Industry Regulatory Authority,
Inc. or another government agency or regulatory body or authority in any
relevant jurisdiction, in each case for a potential violation of securities
laws, including any insider trading rules, the Financial Services Authority’s
Principles for Approved Persons,














 






	 	 	 	including, without limitation, Principle 1, or any applicable rule or
regulation of any such governmental agency or regulatory body or authority
governing the financial services business or people who work in such
business; provided, that if such investigation has been completed and
results in a finding of no violation by you, then, to the extent that the
Company or a Subsidiary has not yet exercised its right to terminate your
employment with Cause as a result of such investigation, such investigation
will no longer be grounds for the Company or a Subsidiary to terminate your
employment with Cause; or






	 	(v)	 	are guilty of serious negligence in connection with or
affecting the business or affairs of the Company or its Subsidiaries for which
you are required to perform duties; or
	 
	 	(vi)	 	are guilty of conduct that brings or is likely to bring you,
the Company or any Subsidiary into disrepute; or
	 
	 	(vii)	 	are convicted of, or plead no contest to, a criminal offense
other than a traffic-related offense for which a non-custodial penalty is
imposed; or
	 
	 	(viii)	 	are in material breach of any of the following conditions or continuing
obligations:






	 	(A)	 	validity of all representations made by you
regarding your educational, vocational, professional, and any other
appropriate qualifications; upon request by the Company or a
Subsidiary, you will be required to produce these certificates; you
recognize that your employment may be terminated in any case where it
is discovered that any false information has been given;
	 
	 	(B)	 	compliance with the Company’s Compliance
Regulations, Code of Conduct, and Personal Investment policy, copies of
which are contained in the Employee Handbook, if applicable, or any
equivalent document of any Subsidiary.





     (c) “Code” means the U.S. Internal Revenue Code of 1986, and any successor statute, as it or
they may be amended from time to time.



     (d) “Continuing Obligations” means your continuing obligations to the Company or a Subsidiary
under any applicable employment limited liability partnership, limited partnership, separation, withdrawal or other agreement with the Company, a
Subsidiary or an LLP.



     (e) “Disability” means any illness, injury, physical or mental impairment, or other incapacity
that is certified and established by documented medical evidence reasonably satisfactory to the
Compensation Committee of the Board of Directors [or the Special Grant Committee designated by the
Board of Directors] as a result of which you shall fail to perform, after reasonable accommodation
as required by law, the essential duties required of you by the
Company or a Subsidiary during any six (6) consecutive months. In the event of a dispute as
to whether you have a Disability, the Company may refer you to a licensed practicing physician of



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the Company’s choice, and, in addition to your consent in paragraph 19, you (i) agree to submit to
such tests and examinations as such physician shall deem appropriate and to share copies of the
results of such tests and examinations, and the physician’s related conclusions, with the Company,
(ii) authorize such physician to share and discuss with the Company the results of such tests and
examinations and the physician’s related conclusions, and (iii) agree to sign any separate
authorization that the selected physician or the Company may require in order to give affect to the
disclosure obligations contained in this sentence. Notwithstanding the foregoing, the final
determination that you have incurred a Disability will be made by the Company in its sole
discretion.



     (f) “LLP” means Laurel Heights LLP, an English limited liability partnership, or Lavender
Heights LLP, a Delaware limited liability partnership.



     (g) “Non-Stock Dividends” means any dividends or distributions on or in respect of Restricted
Stock, whether in cash or otherwise, other than Stock Dividends.



     (h) “Predecessor Organization” means GLG Partners LP and its affiliated entities, the GLG
Partners division of Lehman Brothers International (Europe) and, prior to their acquisition by the
Company, GLG Inc. and the entities comprising the business of Société Générale Asset Management UK.



     (i) “Stock Dividends” means any dividends or distributions on or in respect of Restricted
Stock in the form of additional shares of Common Stock, other securities of the Company or
securities of another entity.



     (j) “Termination of Service” means (i) your termination of your employment as an employee of
the Company or a Subsidiary for any reason or (ii) the Company or a Subsidiary terminating your
employment; provided, that (A) death, (B) Disability, (C) a transfer from the Company to a
Subsidiary or affiliate of the Company, whether or not incorporated, or vice versa, or from one
Subsidiary or affiliate of the Company to another, (D) a change in status from an Employee to a
Limited Partner or (E) a leave of absence, duly authorized in writing by the Company or any
Subsidiary, shall not be deemed a Termination of Service.



          In the event that you incur a change in status from an Employee to a Limited Partner (per
subclause (D) above), then all references in this Restricted Stock Agreement to your employment and
your status as an employee shall instead be deemed to be a reference to your limited partner
membership and your status as a Limited Partner, and “Termination of Service” shall thereafter mean
(i) your termination of your status as a Limited Partner for any reason, or (ii) the applicable LLP
or LLPs terminating your status as a Limited Partner; provided, that (A) death or (B) Disability
shall not be deemed a Termination of Service. Notwithstanding the preceding sentence, this
Restricted Stock Agreement shall continue to be subject to the terms and conditions of the
Sub-Plan.




          2. Earning of Restricted Stock




     (a) You shall be deemed to have earned the Restricted Stock subject to this Restricted Stock
Agreement as follows; provided, that unearned Restricted Stock may be forfeited in accordance with
paragraph 7:



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	 	•	 	___% on                     [Date] [(“First Vesting Date”), subject to
satisfaction of the performance criteria applicable to the First Vesting Date
set forth in Schedule A];
	 
	 	•	 	___% on                     [Date] [(“Second Vesting Date”), subject to
satisfaction of the performance criteria applicable to the Second Vesting Date
set forth in Schedule A];
	 
	 	•	 	___% on                     [Date] [(“Third Vesting Date”), subject to
satisfaction of the performance criteria applicable to the Third Vesting Date
set forth in Schedule A]; and
	 
	 	•	 	___% on                     [Date] [(“Final Vesting Date”), subject to
satisfaction of the performance criteria applicable to the Final Vesting Date
set forth in Schedule A].





     (b) Notwithstanding any other provision of this Restricted Stock Agreement (including
paragraph 7), if one of the following events occurs earlier than the Final Vesting Date, and prior
to forfeiture under paragraph 7, then you shall be deemed to have earned 100% of the Restricted
Stock subject to this Restricted Stock Agreement on the date of occurrence of such event: (i) your
death; (ii) prior to a Termination of Service, your Disability; or (iii) the occurrence of a Change
of Control and within one year after such Change of Control, the occurrence of a Termination of
Service because the Company or any Subsidiary has terminated your employment with the Company or a
Subsidiary, or the applicable LLP or LLPs has or have terminated your status as a Limited Partner,
if applicable, without Cause.



     (c) If a Termination of Service occurs earlier than the Final Vesting Date as a result of (a)
the Company or a Subsidiary terminating your employment other than for Cause or (b) your voluntary
resignation and you satisfy the requirements of the Rule of 10 (as defined below), then you shall
earn the Restricted Stock subject to this Restricted Stock Agreement pursuant to the schedule in
paragraph 2(a), unless such shares have been previously forfeited in accordance with paragraph 7;
provided, that in the event the Company determines in good faith that the Company or a Subsidiary
is subject to withholding obligations for income and/or payroll taxes with respect to the
Restricted Stock upon the expiration of one or more Continuing Obligations or other taxable event,
the Company shall accelerate the vesting of a portion of your Restricted Stock to the effective
date of such expiration or other taxable event (the “Advanced Vesting Date”), such that you shall
be deemed to have then earned a number of shares of unearned Restricted Stock subject to this
Restricted Stock Agreement (rounded up to the nearest whole share) with a Fair Market Value on the
Advanced Vesting Date equal to the minimum amount of the Company’s or a Subsidiary’s withholding
obligation with respect to the unearned Restricted
Stock or such higher amount as the Company may determine in its sole discretion for
jurisdictions in which at the time of your termination or other taxable event you were otherwise
subject to taxes on your compensation as the Company in its sole discretion deems appropriate (the
“Advanced Vesting Shares”); provided, further, that the remaining unearned shares of Restricted
Stock shall be earned (after deducting any Advanced Vesting Shares ratably from the



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Restricted
Stock to be earned) on each subsequent Vesting Date pursuant to the schedule in paragraph 2(a).




          Once earned, all restrictions attaching to the Restricted Stock shall cease to apply and the
Restricted Stock shall cease to be forfeitable and can be transferred subject to the applicable
provisions of the Securities Act of 1933, as amended (the “Securities Act”).




          3. Retention of Certificates for Restricted Stock




          Certificates for the Restricted Stock and any Stock Dividends shall be delivered to and held
by the Company, or shall be held in book-entry form subject to the Company’s instructions, until
you shall have earned the Restricted Stock in accordance with the provisions of paragraph 3. To
facilitate implementation of the provisions of this Restricted Stock Agreement, you undertake to
sign and deposit with the Company’s Office of the Secretary (i) a Dividend Order (with respect to
Stock Dividends) in the form of Attachment 1 hereto; and (ii) such other documents appropriate to
effectuate the purpose and intent of this Restricted Stock Agreement as the Company may reasonably
request from time to time.




          4. Non-Stock Dividends




          Non-Stock Dividends on the Restricted Stock held by you shall be paid to you as and when
declared and paid by the Company, subject to applicable withholding. You shall not be entitled to
any Dividend Equivalents in respect of Restricted Stock subject to this Restricted Stock Agreement.




          5. Voting Rights




          Notwithstanding the retention by the Company of certificates (or the right to give
instructions with respect to shares held in book-entry form) for the Restricted Stock and any Stock
Dividends, you shall be entitled to vote the Restricted Stock and any Stock Dividends held by the
Company in accordance with paragraph 3, unless and until such shares have been forfeited in
accordance with paragraph 7.




          6. Delivery of Earned Restricted Stock




          As promptly as practicable after you shall have been deemed to have earned the Restricted
Stock in accordance with paragraph 2, the Company shall deliver to you (or in the event of your
death, to your estate or any person who acquires your interest in the Restricted Stock by bequest
or inheritance) the Restricted Stock earned, together with any Stock Dividends earned then held by
the Company (or subject to its instructions).




          7. Forfeiture of Unearned Restricted Stock and Stock Dividends




     Notwithstanding any other provision of this Restricted Stock Agreement (other than paragraph
2(b)), all your rights to receive the Restricted Stock, together with any Stock Dividends relating
to the unearned Restricted Stock, then being reserved by the Company (or subject to its
instructions) in accordance with paragraph 3 shall be forfeited, and you shall



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have no further
rights of any kind or nature with respect thereto, unless determined otherwise by the Compensation
Committee of the Board of Directors or the Special Grant Committee designated by the Board of
Directors, (a) following a Termination of Service as a result of your voluntary resignation, unless
your whole number of years of service to the Company or a Subsidiary (including a Predecessor
Organization) at the time of your Termination of Service resulting from your voluntary resignation,
as determined by the Company in its sole discretion, equals or exceeds 10 years (the “Rule of 10”),
(b) if following a Termination of Service as a result of your voluntary resignation and your
satisfaction of the requirements of the Rule of 10 at the time of your resignation, a Breach of
Covenants has occurred, or (c) in the event of a Termination of Service resulting from the Company
or any Subsidiary terminating your employment, or the applicable LLP or LLPs terminating your
status as a Limited Partner, if applicable, with Cause. Upon any such forfeiture, the Restricted
Stock, together with any Stock Dividends relating to the unearned Restricted Stock, shall be
transferred to the Company.




          8. Transferability




          Except as otherwise provided in the Sub-Plan, this grant is not transferable by you and the
Restricted Stock, any Non-Stock Dividends and any Stock Dividends shall be deliverable, during your
lifetime, only to you.




          9. Withholding




          In order to satisfy any income and/or payroll taxes determined in good faith by the Company to
be required to be withheld by law by the Company or a Subsidiary in connection with the vesting of
Restricted Stock under this Restricted Stock Agreement or other taxable event, you agree to enter
into any recurring agreements with, and sell through, a broker or similar arrangement approved by
the Compensation Committee such number of the shares of Restricted Stock and Stock Dividends
otherwise earned by you as may be necessary so that the net proceeds of such sale will be an amount
sufficient to provide for any such income and/or payroll taxes determined in good faith by the
Company to be so required to be withheld and to direct that such proceeds be paid to the Company
or, if directed by the Company, to a Subsidiary. To the extent the sale method described in the
prior sentence is not available or sufficient to satisfy any income and/or payroll taxes determined
in good faith by the Company to be required to be withheld by law, the Company and its Subsidiaries
shall have the right, in connection with the delivery of the Restricted Stock and any Non-Stock
Dividends and Stock Dividends (and interest thereon) subject to this Restricted Stock Agreement or
other taxable event, (i) to deduct from any payment otherwise due by the Company or its
Subsidiaries to you or any other person receiving delivery of the Restricted Stock and any
Non-Stock Dividends and Stock Dividends (and interest thereon) or subject to such other taxable
event an amount or shares with a value equal to the income and/or payroll taxes determined in good
faith by the Company to be required to be withheld by
law with respect to such delivery or other taxable event, (ii) to repurchase from you shares
with a value equal to the income and/or payroll taxes determined in good faith by the Company to
be required to be withheld by law with respect to such delivery or subject to such other taxable
event, or (iii) to require you or any other person receiving such delivery or other taxable event
to pay to it an amount sufficient to provide for any such income and/or payroll taxes determined in
good faith by the Company to be so required to be withheld (including by means of arranging for




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the
sale on your behalf for fair market value of such number of the Restricted Stock and any Stock
Dividends as may be necessary so that the net proceeds of such sale shall be an amount sufficient
to provide for any such income and/or payroll taxes determined in good faith by the Company to be
so required to be withheld). In the event that you make an effective election pursuant to Section
83(b) of the Code with respect to the Restricted Stock or any Stock Dividends, the foregoing shall
not apply and the Company shall require you to deliver to the Company concurrently with such
election, (1) a copy of the election, and (2) payment of the amount that is equal to the income
and/or payroll taxes determined in good faith by the Company to be required to be withheld pursuant
to such election.




          10. No Obligation to Register




          The Company shall be under no obligation to register the resale of the Restricted Stock or any
Stock Dividends pursuant to the Securities Act or any other U.S. federal or state securities laws.
The Company shall not be obligated to deliver any shares until they have been listed (or authorized
for listing upon official notice of issuance) upon each stock exchange upon which are listed
outstanding shares of the same class as that of the shares subject to this award and until there
have been compliance with such laws and regulations as the Company may deem applicable.




          11. Restrictive Legends




          Until you have earned the shares of Restricted Stock subject to this Restricted Stock
Agreement, certificates representing shares of Restricted Stock or confirmation and account
statements relating to shares of Restricted Stock in book-entry form shall bear the restrictive
legends in the form of Attachment 2 hereto.




          12. Protections Against Violations of Agreement




          No purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift,
transfer in trust (voting or other) or other disposition of, or creation of a security interest in
or lien on, any of the Restricted Stock by any holder thereof in violation of the provisions of
this Restricted Stock Agreement will be valid, and the Company will not transfer any of said
Restricted Stock on its books nor will any such Restricted Stock be entitled to vote, nor will any
distributions be paid thereon, unless and until there has been full compliance with said provisions
to the satisfaction of the Company. The foregoing restrictions are in addition to and not in lieu
of any other remedies, legal or equitable, available to enforce said provisions.




          13. Failure to Enforce Not a Waiver




          The failure of the Company to enforce at any time any provision of this Restricted Stock
Agreement shall in no way be construed to be a waiver of such provision or of any other provision
hereof.




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          14. Survival of Terms




          This Restricted Stock Agreement shall apply to and bind you, the Company and your and its
respective permitted assignees and transferees, heirs, legatees, executors, administrators and
legal successors.




          15. Counterparts




          This Restricted Stock Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall be deemed to be one and the same
instrument.




          16. Severability




          Should any provision of this Restricted Stock Agreement be held by a court of competent
jurisdiction to be unenforceable, or enforceable only if modified, such holding shall not affect
the validity of the remainder of this Restricted Stock Agreement, the balance of which shall
continue to be binding upon the parties hereto with any such modification (if any) to become a part
hereof and treated as though contained in this original Restricted Stock Agreement. Moreover, if
one or more of the provisions contained in this Restricted Stock Agreement shall for any reason be
held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable,
in lieu of severing such unenforceable provision, such provision or provisions shall be construed
by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the
maximum extent compatible with the applicable law as it shall then appear, and such determination
by such judicial body shall not affect the enforceability of such provisions or provisions in any
other jurisdiction.




          17. Acceptance




          You have read and understand the terms and provisions of this Restricted Stock Agreement, and
accept the Restricted Stock subject to all the terms and conditions of the Plan, the Sub-Plan and
this Restricted Stock Agreement. You may obtain copies of the Plan or Sub-Plan from the Company
upon request. You hereby agree to accept as binding, conclusive and final all decisions or
interpretations of the Compensation Committee of the Board of Directors [or the Special Grant
Committee designated by the Board of Directors] upon any questions arising under this Restricted
Stock Agreement.




          Please sign your name in the space provided on this Restricted Stock Agreement and deliver it
to Alejandro San Miguel, General Counsel and Corporate Secretary of the Company, at 399 Park
Avenue, 38th Floor, New York, NY 10022, on or before the 15th day after the date of this Restricted
Stock Agreement (subject to any reasonable extension that the
Company may provide), together with the attached Dividend Order. If the Company does not have
your properly signed copy of this Restricted Stock Agreement and Dividend Order in hand before the
close of business on the 15th day after the date of this Restricted Stock Agreement (subject to any
reasonable extension that the Company may provide), then, anything in this Restricted Stock
Agreement to the contrary notwithstanding, your right to receive the award will terminated and be
of no effect.



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          18. Applicable Law




          This Restricted Stock Agreement and the Company’s obligation to deliver Restricted Stock and
any Stock Dividends and Non-Stock Dividends (and interest thereon) hereunder shall be governed by
and construed and enforced in accordance with the laws of the State of Delaware and the Federal law
of the United States applicable to contracts made and to be performed entirely within the State of
Delaware, without regard to the conflicts of law principles of such State.




	 	 	 	 	 
	 	GLG PARTNERS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Noam Gottesman 	 
	 	 	Title:  	Chairman and Co-Chief Executive Officer 	 
	 



	 	 	 	 	 
	Accepted and agreed as of the date set forth above.	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	Social Security No.:
	 	 	 	 
	 

	 	 

	 	 






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[To be included for performance-based awards.]




Schedule A



PERFORMANCE GOALS FOR RESTRICTED STOCK AWARD

[Name]

[Period]



Performance Criteria Applicable to the First Vesting Date:




[To be determined]




Performance Criteria Applicable to the Second Vesting Date:




[To be determined]




Performance Criteria Applicable to the Third Vesting Date:




[To be determined]




Performance Criteria Applicable to the Final Vesting Date:




[To be determined]




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Attachment 1




DIVIDEND ORDER




Date:




          Until this order shall be revoked in writing by the undersigned with the written consent of
the Secretary or an Assistant Secretary of GLG Partners, Inc. (the “Company”), please comply with
the following instructions:



1. All dividends or other distributions in the form of additional shares of Common Stock, other
securities of the Company or securities of another company (“Stock Dividends”) paid or made on all
shares of Restricted Stock of the Company awarded to me under the 2009 Long-Term Incentive Plan and
all rights, notices and other communications (other than proxy statements and proxies included in
Section 2 below) pertaining to the Restricted Stock are to be registered, payable and/or mailed as
follows:



Name:                                           

c/o GLG Partners, Inc.

399 Park Avenue, 38th Floor

New York, NY 10022

Social Security No.:                                           



2. All proxy statements, proxies and related materials pertaining to the above account are to be
mailed to me at the following address:




 






 




3. Unless otherwise handled by Morgan Stanley Smith Barney (GLG Stock Plan Administrator), all
cash dividends pertaining to the vested or unvested shares of Restricted Stock of the Company shall
be
sent by check to the address set forth in paragraph 2 above, unless you indicate an alternative
address or request a wire transfer in lieu of a check below:



THIS ORDER MUST BE SIGNED BY ALL REGISTERED OWNERS:




                                                            

Name:




	 	 	 	 	 
	 	SIGNATURE(S) GUARANTEED:

GLG PARTNERS, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 



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Attachment 2



Certificates of common stock of the Company shall have impressed on, printed on, written on or
otherwise affixed to them the following legend:






     THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON
TRANSFER (THE “RESTRICTIONS”) AS SET FORTH IN THE GLG PARTNERS, INC. 2009 LONG-TERM
INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED
OWNER AND GLG PARTNERS, INC. ANY ATTEMPT TO DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE
RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR
OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT AND SHALL RESULT IN THE FORFEITURE OF
SUCH SHARES AS PROVIDED BY SUCH PLAN AND AGREEMENT.


Confirmations and account statements sent to holders of shares of common stock of the Company in
book-entry form shall have impressed on, printed on, written on or otherwise affixed to them
substantially the following legend:





     THE SHARES OF COMMON STOCK TO WHICH THIS STATEMENT RELATES ARE SUBJECT TO CERTAIN
RESTRICTIONS UPON TRANSFER (THE “RESTRICTIONS”) AS SET FORTH IN THE GLG PARTNERS, INC. 2009
LONG-TERM INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER AND GLG PARTNERS, INC. ANY ATTEMPT TO DISPOSE OF THESE SHARES IN
CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE,
HYPOTHECATION OR OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT AND SHALL RESULT IN
THE FORFEITURE OF SUCH SHARES AS PROVIDED BY SUCH PLAN AND AGREEMENT.




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