AMENDMENT NO. 1 AND JOINDER
AMENDMENT
NO. 1 AND JOINDER
This
AMENDMENT NO. 1 and JOINDER (this “Amendment and Joinder”) to the Voting
Agreement, dated June 22, 2007, among Xxxx Xxxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxx
Xxxxx, Xxxxxx X. Xxxxxxxx, in his capacity as trustee of the Xxxxxxxxx GLG
Trust, G&S Trustees Limited, in its capacity as trustee of the Lagrange GLG
Trust ("G&S"), Xxxxxxx X. Xxxxxx, in his capacity as trustee of the Roman
GLG Trust, Point Pleasant Ventures Ltd., a British Virgin Islands company,
Xxxxxxx 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 Xxxxxx X. Xxxxxxxx (“Xxxxxxxx”) and the
Parties.
INTRODUCTORY
STATEMENTS
X. Xxxxxxxx
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.
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2.
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Amendments to the
Voting Agreement.
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(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:
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To:
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000 Xxxx Xxxxxx
00xx
Xxxxx
Xxx Xxxx, XX 00000
Telephone: 000-000-0000
Telecopier: 000-000-0000
Attention: Xxxxxxxxx San Xxxxxx, Esq.
General
Counsel and Corporate Secretary
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with
a copy to:
Xxxxxx
X. Xxxxxxxx
Xxxxxxxxxx
& Xxxxx LLP
00
Xxxxxxxxxxx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Telephone: 000-000-0000
Telecopier: 000-000-0000
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(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, Xxxxxx X.
Xxxxxxxx, 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
Xxxxxx X. Xxxxxxxx pursuant to Section 9.3 of this Agreement for breaches of
this Agreement by Xx. Xxxxxxxx. 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
Xxxxxx X. Xxxxxxxx shall be made without the written consent of Xx.
Xxxxxxxx. Except as provided for in this Section 9.13, all other
provisions of this Agreement shall be binding upon Xx. Xxxxxxxx for so long as
he is a Party hereto. Upon the effectiveness of a transfer of any of
Xx. Xxxxxxxx’x Voting Stock, any proxy or power granted by Xx. Xxxxxxxx pursuant
to Section 2.4 shall terminate as if this Agreement had terminated with respect
to any such transferred shares of Xx. Xxxxxxxx’x Voting Stock and all such
transferred shares of Xx. Xxxxxxxx’x 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 Xx. Xxxxxxxx pursuant to Section 2.4 shall terminate as if this
Agreement had terminated with respect to all of Xx. Xxxxxxxx’x Voting Stock,
(ii) all of Xx. Xxxxxxxx’x 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.
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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]
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IN
WITNESS WHEREOF, this Amendment and Joinder has been duly executed and delivered
by the undersigned as of the date first above written.
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/s/ Xxxxxx X.
Xxxxxxxx
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Xxxxxx
X. Xxxxxxxx
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Notice
details per Section 10 above:
Address:
c/o Jarden Corporation
000 Xxxxxxxx Xxxxx Xxxxxx
Xxx, XX 00000
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Facsimile: (000) 000-0000
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cc:
Xxxx Xxxxxxx, P.C.
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxxx X. Xxxxxxxxx, Esq.
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(Signature
Page to Amendment and Joinder)
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/s/ Xxxx
Xxxxxxxxx
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Xxxx
Xxxxxxxxx
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/s/ Xxxxxxxx
Xxxxx
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Xxxxxxxx
Xxxxx
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/s/ Xxxxxx
Xxxxxxxx
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Xxxxxx
Xxxxxxxx
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(Signature
Page to Amendment and Joinder)
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/s/ Xxxxxx X.
Xxxxxxxx
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Xxxxxx
X. Xxxxxxxx, in his capacity as trustee of the Xxxxxxxxx GLG
Trust
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Xxxxxxx
X. Xxxxxx, in his capacity as trustee of the Roman GLG
Trust
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XXXXXXX
HOLDING SERVICES INC.
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By:
/s/ Xxxxxxx X.
Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Director
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(Signature
Page to Amendment and Joinder)
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G&S TRUSTEES LIMITED, IN ITS
CAPACITY AS TRUSTEE OF THE
LAGRANGE GLG TRUST
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By: /s/ Xxxxx
Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: Director
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POINT
PLEASANT VENTURES LTD.
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By: /s/ Xxxxx
Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title:
Director
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(Signature
Page to Amendment and Joinder)
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LAVENDER
HEIGHTS CAPITAL LP
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By: Mount
Garnet Limited, its general
partner
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By: /s/ Xxxxxx X.
Xxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxx
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Title:
Director
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SAGE
SUMMIT LP
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By:
Sage Summit Ltd., its general partner
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By:
/s/ Xxxxxx X.
Xxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxx
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Title:
Director
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(Signature
Page to Amendment and Joinder)
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By: /s/ Xxxxxxxxx San
Xxxxxx
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Name:
Xxxxxxxxx San Xxxxxx
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Title:
General Counsel and Corporate
Secretary
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(Signature
Page to Amendment and Joinder)
