Exhibit 5
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (this "Agreement"), is entered into as of March
19, 2008 by and among Xxxxxxx Holding Services Inc., a British Virgin Islands
company ("Xxxxxxx Holding"), Xxxx Xxxxxxxxx, in his capacity as "Sellers'
Representative" under the Freedom Purchase Agreement (as defined below)
("Sellers' Representative"), and Xxxxx Xxxxxxxxx, in his capacity as "Buyers'
Representative" under the Freedom Purchase Agreement (as defined below)
("Buyers' Representative").
INTRODUCTORY STATEMENTS
A. Reference is made to that certain Agreement, dated June 22, 2007, by
and among GLG Partners, Inc., a Delaware corporation (formerly known as Freedom
Acquisition Holdings, Inc.) ("GPI"), FA Sub 1 Limited, a British Virgin Islands
business company, FA Sub 2 Limited, a British Virgin Islands business company,
FA Sub 3 Limited, a British Virgin Islands business company, Xxxxx Xxxxxxxxx as
Buyers' Representative, Xxxx Xxxxxxxxx ("NG") as Sellers' Representative, Xxxxxx
(Cayman Islands) Ltd. ("Xxxxxx"), Xxxx Xxxxxxxxx in his individual capacity,
Xxxxxx Xxxxxxxx ("PL"), Xxxxxxxx Xxxxx ("ER"), Xxxxxxxx Xxxxx ("JG"), Xxxxxx X.
Xxxxxxxx, in his capacity as trustee of the Xxxxxxxxx GLG Trust ("LJS"), Xxxxxxx
X. Xxxxxx, in his capacity as trustee of the Roman GLG Trust ("JAR"), G&S
Trustees Limited, in its capacity as trustee of the Lagrange GLG Trust ("G&S"),
Abacus (C.I.) Limited, in its capacity as trustee of the Green GLG Trust
("Abacus"), Lavender Heights Capital LP ("Lavender Heights"), Ogier Fiduciary
Services (Cayman) Limited, in its capacity as trustee of the Green Hill Trust
("Ogier Green Hill"), Sage Summit LP ("Sage Summit") and Ogier Fiduciary
Services (Cayman) Limited, in its capacity as trustee of the Blue Hill Trust
("Ogier Blue Hill"), a copy of which is attached hereto as Exhibit A (the
"Freedom Purchase Agreement") Capitalized terms used herein and not otherwise
defined shall have the meanings given to such terms in the Freedom Purchase
Agreement.
B. Reference is further made to that certain GLG Shareholders
Agreement, dated June 22, 2007, by and among GPI, NG individually and as
Sellers' Representative, ER, PL, JG, LJS, JAR, G&S, Abacus, Lavender Heights,
Sage Summit, Xxxxxx, Berggruen Freedom Holdings Ltd., and Xxxxxx Equities II,
LLC, a copy of which is attached hereto as Exhibit B (the "GLG Shareholders
Agreement").
C. Reference is further made to that certain Sellers' Indemnity,
Contribution and Security Agreement, dated June 22, 2007, by and among NG
individually and as Sellers' Representative, PL, ER, JG, LJS, JAR, G&S, Abacus,
Xxxxxx, Lavender Heights, Ogier Green Hill, Sage Summit, and Ogier Blue Hill, a
copy of which is attached hereto as Exhibit C (the "Sellers' Indemnity
Agreement", and together with the GLG Shareholders' Agreement, the "Joined
Agreements").
D. 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 GLG Shareholders' Agreement.
F. In connection with the Transfer, (i) Xxxxxxx Holding has agreed that
it shall execute and deliver this Agreement in order to become a party to each
of the GLG Shareholders Agreement and the Sellers' Indemnity Agreement, and (ii)
the Sellers' Representative and Buyers' Representative, acting in such
capacities, have agreed to consent, to the extent they are entitled to do so, to
the Transfer and the joinder of Xxxxxxx Holding to the Joined Agreements.
AGREEMENTS
In consideration of the mutual covenants contained in this Agreement
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties to this Agreement hereby agree as
follows:
1. GLG Shareholders Agreement Joinder. Xxxxxxx Holding hereby agrees
that, upon execution of this Agreement and subject to the following sentence,
(i) it shall become a party to the GLG Shareholders Agreement and shall be bound
by, and subject to, all of the covenants, terms and conditions of the GLG
Shareholders Agreement as fully and the same as though it was an original party
thereto, and (ii) without limiting the generality of the foregoing, it hereby
makes the representations and warranties of a "GLG Shareholder" as defined in
and under the GLG Shareholders Agreement, except that the representation and
warranty contained in Section 5.1(d) of the GLG Shareholders' Agreement shall be
qualified by the fact that the Shares owned by it are subject to the lien
created by the Sellers' Indemnity Agreement. The parties hereto acknowledge and
agree that, in accordance with the terms of the GLG Shareholders Agreement, for
all purposes under the GLG Shareholders Agreement, Xxxxxxx Holding shall be
deemed to be a "GLG Shareholder" that is a "Permitted Transferee" of a "Trustee"
as such terms are defined thereunder. Without limiting the generality of the
foregoing, the parties hereto acknowledge and agree that the provisions of
Section 2.2 of the GLG Shareholders' Agreement shall be applicable to Xxxxxxx
Holding as though it was a Trustee.
2. Sellers' Indemnity Agreement Joinder. Xxxxxxx Holding hereby agrees
that, upon execution of this Agreement, (i) it shall become a party to the
Sellers' Indemnity Agreement and shall be bound by, and subject to, all of the
covenants, terms and conditions of the Sellers' Indemnity Agreement as fully and
the same as though it was an original party thereto, and (ii) without limiting
the generality of the foregoing, it hereby makes the representations and
warranties of a "Seller" as defined in and under the Sellers' Indemnity
Agreement. The Sellers' Representative and Xxxxxxx Holding hereby acknowledge
and agree that, in accordance with the terms of the Sellers' Indemnity
Agreement, for all purposes under the Sellers' Indemnity Agreement, Xxxxxxx
Holding shall be deemed to be a "Seller" as such term is defined thereunder.
3. Parties in Interest. This Agreement is binding upon and is for the
benefit of the parties hereto and their respective successors and assigns, and
for the benefit of and enforceable by the other Persons party to any of the GLG
Shareholders Agreement and/or the Sellers' Indemnity Agreement.
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4. Further Assurances. Each party hereto shall, from time to time
execute such other documents and agreements and provide such certificates as any
other party 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.
5. Headings and Counterparts. The descriptive headings of this
Agreement are for convenience of reference only and do not constitute a part of
this Agreement. This Agreement may be executed by facsimile or portable document
format (pdf) transmission and in separate counterparts, each such counterpart
being deemed to be an original instrument, and all such counterparts will
together constitute the same agreement.
6. Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.
7. 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 7) 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]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement 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 7 above:
Address: c/o Chadbourne & Xxxxx LLP
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Facsimile: +US 000-000-0000
Agreed and consented to: Sellers' Representative
/s/ Xxxx Xxxxxxxxx
-----------------------------
Xxxx Xxxxxxxxx
Buyers' Representative
/s/ Xxxxx Xxxxxxxxx
-----------------------------
Xxxxx Xxxxxxxxx
Exhibit A
Freedom Purchase Agreement
[see Annex A to the Definitive Proxy Statement of GLG Partners, Inc. (formerly
Freedom Acquisition Holdings, Inc.), filed October 11, 2007.]
Exhibit B
GLG Shareholders' Agreement
[see Annex D of the Definitive Proxy Statement of GLG Partners, Inc. (formerly
Freedom Acquisition Holdings, Inc.), filed October 11, 2007.]
Exhibit C
Sellers' Indemnity Agreement
[Omitted]
