Re: Request of Waiver under Shareholders Agreement
Exhibit 6
May 17, 2010
To: GLG Partners, Inc. (the “Company”, formerly know as Freedom)
Re: Request of Waiver under Shareholders Agreement |
Dear GLG Partners, Inc.:
Reference is made to the Shareholders Agreement, dated June 22, 2007, as amended (the
“Shareholders Agreement”), between you and the GLG Shareholders (as defined in the Shareholders
Agreement). Capitalized terms used herein and not otherwise defined shall have the meaning
ascribed to such term in the Shareholders Agreement.
Pursuant to Sections 2.2 and 6.10 of the Shareholders Agreement, this letter is to request
that you, the Company, waive the transfer restrictions applicable to each GLG Shareholder set forth
in Section 2.1 of the Voting Agreement; provided, that because such waiver will be made with
respect to GLG Shareholders owning an amount of Registrable Securities representing 5% or more of
the Total Voting Power of the Company, there shall be a pro rata release of all GLG Shareholders
owning such amount of Registrable Securities.
By signing and returning this letter, you hereby agree to waive such transfer restrictions.
This letter may be executed in counterparts, with each such counterpart, when taken together,
constituting one and the same original.
Yours sincerely,
/s/ Xxxx Xxxxxxxxx | ||||
Xxxx Xxxxxxxxx | ||||
/s/ Xxxxxx Xxxxxxxx | ||||
Xxxxxx Xxxxxxxx | ||||
/s/ Xxxxxxxx Xxxxx | ||||
Xxxxxxxx Xxxxx | ||||
/s/ Xxxxxx X. Xxxxxxxx | ||||
Xxxxxx X. Xxxxxxxx, in his capacity as | ||||
trustee of the Xxxxxxxxx GLG Trust | ||||
/s/ Xxxxxxx X. Xxxxxx | ||||
Xxxxxxx X. Xxxxxx, in his capacity as | ||||
trustee of the Roman GLG Trust | ||||
XXXXXXX HOLDING SERVICES, INC.
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Director | |||
G&S TRUSTEES LIMITED, IN ITS
CAPACITY AS TRUSTEE
OF THE LAGRANGE GLG TRUST
CAPACITY AS TRUSTEE
OF THE LAGRANGE GLG TRUST
By: | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | Director | |||
POINT PLEASANT VENTURES LTD.
By: | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | Director | |||
LAVENDER HEIGHTS CAPITAL LP
By: Mount Garnet Limited, its general partner
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Director | |||
SAGE SUMMIT LP
By: Sage Summit Ltd., its general partner
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Director | |||
ACKNOWLEDGED and AGREED:
GLG PARTNERS, INC.
GLG PARTNERS, INC.
By: | /s/ Xxxxxxxxx San Xxxxxx | |||
Name: Xxxxxxxxx San Xxxxxx | ||||
Title: General Counsel and Corporate Secretary |