FREEDOM ACQUISITION HOLDINGS, INC. 30,000,000 Units1 Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • November 30th, 2006 • Freedom Acquisition Holdings, Inc. • Blank checks • New York
Citigroup Global Markets Inc. As Representative of the several Underwriters c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
Joint Filing Agreement Pursuant to Rule 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D...Joint Filing Agreement • March 24th, 2008 • GLG Partners, Inc. • Investment advice
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Exhibit 5 JOINDER AGREEMENTJoinder Agreement • March 24th, 2008 • GLG Partners, Inc. • Investment advice • New York
Exhibit 7Joint Filing Agreement • February 17th, 2009 • GLG Partners, Inc. • Investment advice
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Form 4 to which...Joint Filing Agreement • August 16th, 2007 • Freedom Acquisition Holdings, Inc. • Investment advice
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Form 4 to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
JOINT FILING AGREEMENTJoint Filing Agreement • August 13th, 2007 • Freedom Acquisition Holdings, Inc. • Investment advice
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Form 4 to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
Joint Filing Agreement Pursuant to Rule 13d-1(k)Joint Filing Agreement • February 17th, 2009 • GLG Partners, Inc. • Investment advice
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 29th, 2006 • Freedom Acquisition Holdings, Inc. • Blank checks • New York
This Agreement is made as of December 28, 2006 by and between FREEDOM ACQUISITION HOLDINGS, INC. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
FOUNDERS’ UNITS SUBSCRIPTION AGREEMENTFounders' Units Subscription Agreement • August 2nd, 2006 • Freedom Acquisition Holdings, Inc.
Berggruen Holdings North America Ltd. hereby subscribes for FOUR MILLION SIX HUNDRED TWENTY-SEVEN THOUSAND FIVE HUNDRED (4,627,500) units (“Units”) of Freedom Acquisition Holdings, Inc., a Delaware corporation (the “Corporation”) for an aggregate purchase price of TWELVE THOUSAND THREE HUNDRED AND FORTY DOLLARS AND 01/100 ($12,340.01), the receipt and sufficiency of which is hereby acknowledged. Each Unit shall consist of (i) one (1) share of the Corporation’s common stock, par value $0.0001 per share (the “Common Stock”) and (ii) one (1) warrant to purchase one share of Common Stock of the Corporation at $6.00 per share (each, a “Warrant”). Upon receipt by the Corporation of said consideration on this date, the Corporation shall issue to the undersigned a stock and warrant certificate or certificates (or, if not certificated, provide documentation reflecting the registration in the name of the undersigned on the stock and warrant ledgers of the Corporation) representing such fully pai
Re: Initial Public OfferingLetter Agreement • November 30th, 2006 • Freedom Acquisition Holdings, Inc. • Blank checks
This Amended Letter Agreement amends and supersedes the Letter Agreement, dated July 20, 2006, by and among the above referenced parties and the undersigned.
To: Stockholder Parties to Voting Agreement dated June 22, 2007, as amendedVoting Agreement • May 19th, 2010 • GLG Partners, Inc. • Investment advice
Reference is made to the Voting Agreement, dated June 22, 2007, as amended (the “Voting Agreement”), between you and the other Stockholder Parties (as defined in the Voting Agreement). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Voting Agreement.
December 15, 2006 Freedom Acquisition Holdings, Inc. 1114 Avenue of the Americas, 41st Floor New York, New York 10036 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 18th, 2006 • Freedom Acquisition Holdings, Inc. • Blank checks
This Second Amended Letter Agreement amends and supersedes the Letter Agreement, dated July 20, 2006 and amended on November 30, 2006, by and among the above referenced parties and the undersigned.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2010 • GLG Partners, Inc. • Investment advice • New York
This Amended and Restated Employment Agreement between GLG Partners, Inc. (“GLG”) and Jeffrey M. Rojek (the “Employee”) is made on this 17th day of March, 2010 with effect as of January 1, 2010 (this “Agreement”).
Joint Filing Agreement Pursuant to Rule 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D...Joint Filing Agreement • March 24th, 2008 • GLG Partners, Inc. • Investment advice
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Amended and Restated Employment AgreementEmployment Agreement • March 2nd, 2009 • GLG Partners, Inc. • Investment advice
This Amended and Restated Employment Agreement between GLG Partners Services Limited (the “Company”) and Pierre Lagrange (the “Employee”) is made effective as of November 2, 2007 (hereinafter, this “Agreement”).
Exhibit 6 JOINDERJoinder • March 24th, 2008 • GLG Partners, Inc. • Investment advice • England
Re: Initial Public OfferingLetter Agreement • December 18th, 2006 • Freedom Acquisition Holdings, Inc. • Blank checks
This Second Amended Letter Agreement amends and supersedes the Letter Agreement, dated July 20, 2006 and amended on November 30, 2006, by and among the above referenced parties and the undersigned.
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • March 27th, 2007 • Freedom Acquisition Holdings, Inc. • Blank checks • New York
This Amended and Restated Warrant Agreement (this “Agreement”) is made as of December 21, 2006, by and between Freedom Acquisition Holdings, Inc., a Delaware corporation, with offices at 1114 Avenue of the Americas, 41st Floor, New York, New York 10036 (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2009 • GLG Partners, Inc. • Investment advice • England
This Amended and Restated Employment Agreement between GLG Partners LP (“GLG”) and Pierre Lagrange (the “Employee”) is made on this 2nd day of November 2007 (this “Agreement”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2010 • GLG Partners, Inc. • Investment advice • New York
This Second Amended and Restated Employment Agreement between GLG Partners, Inc. (“GLG”) and Alejandro San Miguel (the “Employee”) is made on this 16th day of May, 2010 (this or the “Agreement”).
GLG PARTNERS, INC. 2009 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR UNITED KINGDOM LIMITED PARTNERSRestricted Stock Agreement • March 1st, 2010 • GLG Partners, Inc. • Investment advice • Delaware
In accordance with a determination of the Special Grant Committee of the Board of Directors of GLG Partners, Inc. (the “Company”) on [DATE] (the “Grant Date”), you have been granted an award to receive shares (“Restricted Stock”) of Common Stock of the Company pursuant to Sub-Plan B (the “Sub-Plan”) of the Company’s 2009 Long-Term Incentive Plan (the “Plan”), which shares shall be delivered to you by Laurel Heights LLP, an English limited liability partnership (the “LLP”), of which you are a member. 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.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2010 • GLG Partners, Inc. • Investment advice • New York
This Amended and Restated Employment Agreement between GLG Partners, Inc. (“GLG”) and Alejandro San Miguel (the “Employee”) is made on this 17th day of March, 2010 with effect as of January 1, 2010 (this “Agreement”).
GLG PARTNERS, INC. 2009 LONG-TERM INCENTIVE PLAN U.S. RESTRICTED STOCK AGREEMENTu.s. Restricted Stock Agreement • March 1st, 2010 • GLG Partners, Inc. • Investment advice • Delaware
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.
SHARE EXCHANGE AGREEMENT Dated as of May 17, 2010 among MAN GROUP PLC and THE STOCKHOLDERS LISTED ON SCHEDULE I HERETOShare Exchange Agreement • May 19th, 2010 • GLG Partners, Inc. • Investment advice • Delaware
This SHARE EXCHANGE AGREEMENT, dated as of May 17, 2010 (this “Agreement”), is among MAN GROUP PLC, a public limited company existing under the laws of England and Wales (“Parent”), and each of the stockholders listed on Schedule I (each, a “Stockholder” and, collectively with any permitted transferee under Section 6.3(b), including any Permitted Trust Transferee, the “Stockholders”).
Re: Withdrawal Notice in Accordance with Section 9.13 of the Voting AgreementVoting Agreement • May 19th, 2010 • GLG Partners, Inc. • Investment advice
Reference is made to the Voting Agreement, dated June 22, 2007, as amended (the “Voting Agreement”), between you and the other Stockholder Parties (as defined in the Voting Agreement). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Voting Agreement.
AGREEMENTSJoinder to Voting Agreement • March 24th, 2008 • GLG Partners, Inc. • Investment advice • Delaware
WARRANT AGREEMENTWarrant Agreement • August 2nd, 2006 • Freedom Acquisition Holdings, Inc. • New York
This Warrant Agreement (this “Agreement”) is made as of July 20, 2006, by and between Freedom Acquisition Holdings, Inc., a Delaware corporation, with offices at 1114 Avenue of the Americas, 41st Floor, New York, New York 10036 (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
AGREEMENT AND PLAN OF MERGER Dated as of May 17, 2010 among MAN GROUP PLC, ESCALATOR SUB 1 INC. and GLG PARTNERS, INC.Merger Agreement • May 19th, 2010 • GLG Partners, Inc. • Investment advice • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 17, 2010 (this “Agreement”), is among Man Group plc, a public limited company existing under the laws of England and Wales (“Parent”), Escalator Sub 1 Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and GLG Partners, Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.12.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 19th, 2010 • GLG Partners, Inc. • Investment advice • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 17, 2010, is entered into by and among MAN GROUP PLC, a public limited company incorporated under the laws of England and Wales (“Parent”), ESCALATOR SUB 1 INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and each of the stockholders listed on Schedule I hereto (each, a “Stockholder” and, collectively with any Permitted Trust Transferee, the “Stockholders”).
JOINDER AGREEMENTJoinder Agreement • June 25th, 2010 • GLG Partners, Inc. • Investment advice • Delaware
THIS JOINDER AGREEMENT (this “Agreement”), dated as of June 21, 2010, is by and among Man Group plc, a public limited company existing under the laws of England and Wales (“Man”), Escalator Sub 1 Inc., a Delaware corporation and a wholly owned subsidiary of Man (“Merger Sub”), GLG Partners, Inc., a Delaware corporation (“GLG”), Ogier Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee of Blue Hill Trust, a Cayman Islands STAR Trust (“Blue Hill”), Ogier Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee of Green Hill Trust, a Cayman Islands STAR Trust (“Green Hill”), Sage Summit LP, a UK partnership (“Sage Summit”), and Lavender Heights Capital LP, a Delaware limited partnership (“Lavender Heights”).
GLG PARTNERS, INC. 2009 LONG-TERM INCENTIVE PLAN UNITED KINGDOM RESTRICTED STOCK AGREEMENT FOR UK RESIDENT EMPLOYEESRestricted Stock Agreement • March 1st, 2010 • GLG Partners, Inc. • Investment advice • Delaware
In accordance with a determination of the Special Grant 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.
November 30, 2006 Freedom Acquisition Holdings, Inc. 1114 Avenue of the Americas, 41st Floor New York, New York 10036 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 18th, 2006 • Freedom Acquisition Holdings, Inc. • Blank checks
This Amended Letter Agreement amends and supersedes the Letter Agreement, dated July 20, 2006, by and among the above referenced parties and the undersigned.
FORM OF LETTER AGREEMENT FOR ADMINISTRATIVE SERVICES FREEDOM ACQUISITION HOLDINGS, INC.Administrative Services Agreement • August 2nd, 2006 • Freedom Acquisition Holdings, Inc.
This letter will confirm our agreement, that commencing on the consummation date (the “Closing Date”) of the initial public offering (“IPO”) of the securities of Freedom Acquisition Holdings, Inc. (the “Company”) and continuing until the earlier of the consummation by the Company of a “Business Combination” or the liquidation of the Company (each, as described in the Company’s IPO prospectus, and such earlier date, the “Termination Date”), Berggruen Holdings, Inc. (“Berggruen”) shall make available to the Company certain office space, administrative services and secretarial support, in the New York, New York area as may be required by the Company from time to time, situated at 1114 Avenue of the Americas, 41st Floor, New York, New York 10036 (or any successor location). In exchange therefor, the Company shall pay to Berggruen the sum of $10,000 per month (the “Fee”) on the Closing Date and continuing monthly thereafter until the Termination Date.
FORM OF LETTER AGREEMENT FOR BERGGRUEN HOLDINGS EMPLOYEES FREEDOM ACQUISITION HOLDINGS, INC.Letter Agreement • December 18th, 2006 • Freedom Acquisition Holdings, Inc. • Blank checks
This letter will confirm our agreement, that you will not present Freedom Acquisition Holdings, Inc. (the “Company”) with a potential business combination opportunity with a company (i) with which you have had any discussions, formal or otherwise, with respect to a business combination with another company prior to the consummation of the Company’s initial public offering or (ii) that is competitive (as defined below) with any portfolio company of Berggruen Holdings, until after you have presented the opportunity to such portfolio company and such portfolio company has determined not to proceed with that opportunity. A business combination opportunity will be considered “competitive” with a Berggruen Holdings portfolio company if the target company is engaged in the design, development, manufacture, distribution or sale of any products, or the provision of any services, which are the same as, or competitive with, the products or services which a Berggruen Holdings portfolio company des
AMENDMENT NO. 2 TO WARRANT AGREEMENTWarrant Agreement • November 30th, 2006 • Freedom Acquisition Holdings, Inc. • Blank checks
This Amendment No. 2 to the Warrant Agreement (this “Amendment”), is made as of November 29, 2006, by and between Freedom Acquisition Holdings, Inc., a Delaware corporation, with offices at 1114 Avenue of the Americas, 41st Floor, New York, New York 10036 (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Warrant Agreement, dated as of July 20, 2006 and amended on November 9, 2006, between the Company and the Warrant Agent (the “Warrant Agreement”).
