Exhibit 6
JOINDER
This JOINDER (this "Joinder") to the Deed of Agreement Among
Principals and Trustees, dated June 22, 2007, by and 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"), and Xxxxxxx X. Xxxxxx, in his capacity as
trustee of the Roman GLG Trust (the "Agreement"), is made as of March 19, 2008,
by Point Pleasant Ventures Ltd., a British Virgin Islands company ("Permitted
Transferee").
WHEREAS, on the date hereof, Permitted Transferee acquired (the
"Acquisition") 58,900,370 Forfeitable Interests (as such term is defined in the
Agreement) (such Forfeitable Interests, together with all other Forfeitable
Interests hereinafter acquired by Permitted Transferee from Transferor and its
Permitted Transferees (as defined in the Agreement), the "Acquired Interests")
from G&S ("Transferor"); and
WHEREAS, Transferor, in connection with the Acquisition, has
required Permitted Transferee to execute and deliver this Joinder as a deed.
NOW, THEREFORE, in consideration of the foregoing and the
agreements contained herein, Permitted Transferee hereby agrees as follows:
Section 1.1 Joinder. Permitted Transferee hereby acknowledges and
agrees to be bound by the Agreement and agrees and acknowledges that it shall be
treated as a "Principal" who is required to forfeit Forfeitable Interests for
purposes of such provisions.
Section 1.2 Notice. All notices, requests, consents and other
communications hereunder to Permitted Transferee 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 1.2) or internationally recognized express courier, addressed to
Permitted Transferee at the address or facsimile number set forth below or such
other address or facsimile number as may hereafter be designated in writing by
Permitted Transferee.
Section 1.3 Governing Law. THIS JOINDER SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, ENGLISH LAW (WITHOUT GIVING EFFECT TO CONFLICT OF
LAWS PRINCIPLES THEREOF). Permitted Transferee hereby irrevocably appoints
Xxxxxxxx Chance Secretaries Limited as its agent for the service of process in
England in relation to any matter arising out of this Joinder or the Agreement,
service upon whom shall be deemed completed whether or not forwarded to or
received by the relevant appointer.
[Signature page follows]
IN WITNESS WHEREOF, this Joinder has been duly executed as a deed
and delivered by Permitted Transferee on the date first above written.
EXECUTED as a deed by Point Pleasant Ventures Ltd.)
acting by Xxxxx X. Xxxxxxx ) /s/ Xxxxx X. Xxxxxxx
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Director
and Xxxxxxx X. Xxxxxx ) /s/ Xxxxxxx X. Xxxxxx
----------------------
Director
Notice details per section 1.2 above:
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Name:c/o G&S Trustees Limited, as trustee of
the Lagrange GLG Trust
Address: Xxxxxxxx Xxxxx
00 Xxxxxxxxx
Xx. Xxxxxx, Xxxxxx
Xxxxxxx Xxxxxxx XX0 0XX
Facsimile: 011-44 1534 740 074
