Exhibit 4
JOINDER
This JOINDER (this "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, Xxxxxxx X. Xxxxxx, in his
capacity as trustee of the Roman GLG Trust ("JAR"), Lavender Heights Capital LP,
Sage Summit LP and GLG Partners, Inc., a Delaware corporation (formerly known as
Freedom Acquisition Holdings, Inc.) ("GPI"), a copy of which is attached hereto
as Exhibit A (the "Voting Agreement"), is made as of March 19, 2008, by Xxxxxxx
Holding Services Inc. a British Virgin Islands company ("Xxxxxxx Holding").
INTRODUCTORY STATEMENTS
A. JAR has transferred on the date hereof 18,698,529 shares of common
stock of GPI to Xxxxxxx Holding (the "Transfer").
X. Xxxxxxx Holding is a "Permitted Transferee" of JAR as defined under
the Voting Agreement.
C. In connection with the Transfer, Xxxxxxx Holding has agreed that it
shall execute and deliver this Joinder in order to become a party to the Voting
Agreement.
AGREEMENTS
In consideration of the foregoing and the agreements contained herein,
Xxxxxxx Holding hereby agrees as follows:
1. Joinder. Xxxxxxx Holding hereby agrees that, upon execution of this
Joinder it 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 fully and the same as though it was an
original party thereto.
2. Parties in Interest. This Joinder is binding upon and is for the
benefit of Xxxxxxx Holding and its successors and assigns, and for the benefit
of and enforceable by the other persons party to the Voting Agreement.
3. Further Assurances. Xxxxxxx Holding 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.
4. Headings and Execution. The descriptive headings of this Joinder are
for convenience of reference only and do not constitute a part of this Joinder.
This Joinder may be executed by facsimile or portable document format (pdf)
transmission.
5. Governing Law. This Joinder will be governed by and construed in
accordance with the laws of the State of Delaware.
6. Notice. All notices, requests, consents and other communications
hereunder to Xxxxxxx Holding 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 6) or internationally
recognized express courier, addressed to Xxxxxxx Holding at the address or
facsimile number set forth below or such other address or facsimile number as
may hereafter be designated in writing by Xxxxxxx Holding.
[Signature page follows]
2
IN WITNESS WHEREOF, this Joinder has been duly executed and delivered
by Xxxxxxx Holding as of the date first above written.
XXXXXXX HOLDING SERVICES INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
Notice details per Section 6 above:
Address: c/o Chadbourne & Xxxxx LLP
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Facsimile: +US 000-000-0000
Exhibit A
Voting Agreement
[see Annex F of the Definitive Proxy Statement of GLG Partners, Inc. (formerly
Freedom Acquisition Holdings, Inc.), filed October 11, 2007.]
