8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 2, 2007

GLG Partners, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33217	20-5009693
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

390 Park Avenue, 20th Floor
New York, New York 10022

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 224-7200

Freedom Acquisition Holdings, Inc.
1114 Avenue of the Americas, 41st Floor
New York, New York 10036

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[     ]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[     ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[     ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[     ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 2.01. Completion of Acquisition or Disposition of Assets.
	Item 2.02. Results of Operations and Financial Condition.
	Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
	Item 3.02. Unregistered Sales of Equity Securities.
	Item 3.03. Material Modification to Rights of Security Holders.
	Item 4.01. Changes in Registrant’s Certifying Accountant.
	Item 5.01. Change in Control of Registrant
	Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
	Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change In Fiscal Year.
	Item 5.06. Change in Shell Company Status.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-3.1: RESTATED CERTIFICATE OF INCORPORATION
EX-10.1.1: FORM OF INDEMNITY AGREEMENT
EX-10.1.2: SCHEDULE IDENTIFYING AGREEMENTS SUBSTANTIALLY IDENTICAL TO THE FORM OF INDEMNITY AGREEMENT
EX-10.2.1: RESTRICTED STOCK AGREEMENT
EX-16.1: LETTER RE: CHANGE IN CERTIFYING ACCOUNTANT
EX-99.1: FINANCIAL INFORMATION
EX-99.2: MANAGEMENT'S DISCUSSION AND ANALYSIS
EX-99.3: UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01. Entry into a Material Definitive Agreement.

Stock Purchase Agreement

     GLG Partners, Inc. (formerly named Freedom Acquisition Holdings, Inc.) (the “Company”) is expected to be designated as the purchaser by GLG Partners LP under the stock purchase agreement dated June 13, 2007 between GLG Partners LP and Emerald Tree Foundation, an independent Bermuda charitable foundation, with respect to the purchase from Emerald Tree Foundation of all of the outstanding shares of GLG Holdings Inc., the parent company of GLG Inc., for $2.5 million. GLG Inc., based in New York, provides GLG Partners LP with dedicated research and administrative services with respect to its U.S.-focused investment strategies. The closing of the stock purchase is conditioned on, among other things, the registration with the U.S. Securities and Exchange Commission (the “SEC”) of GLG Partners LP or GLG Inc. as an investment adviser under the U.S. Investment Advisers Act of 1940. Upon completion of the stock purchase, GLG Inc. will become an indirect wholly owned subsidiary of the Company.

Non-Competition Agreements

     On November 2, 2007, each of Noam Gottesman, Pierre Lagrange and Emmanuel Roman entered into a non-competition agreement with the Company pursuant to which, for a period of five years following such date, he will not compete with the Company or solicit its key personnel, irrespective of whether he remains employed by the Company during such time.

Item 2.01. Completion of Acquisition or Disposition of Assets.

     On November 2, 2007, the Company completed the acquisition (the “Acquisition”) of GLG Partners Limited, GLG Holdings Limited, Mount Granite Limited, Albacrest Corporation, Liberty Peak Ltd., GLG Partners Services Limited, Mount Garnet Limited, Betapoint Corporation, Knox Pines Ltd., GLG Partners Asset Management Limited and GLG Partners (Cayman) Limited (each, an “Acquired Company” and collectively, the “Acquired Companies”) pursuant to a Purchase Agreement dated as of June 22, 2007 (the “Purchase Agreement”) among the Company, the Company’s wholly owned subsidiaries, FA Sub 1 Limited, FA Sub 2 Limited and FA Sub 3 Limited, Jared Bluestein, as the buyers’ representative, Noam Gottesman, as the sellers’ representative, Lehman (Cayman Islands) Ltd, Noam Gottesman, Pierre Lagrange, Emmanuel Roman, Jonathan Green, Leslie J. Schreyer, in his capacity as trustee of the Gottesman GLG Trust, G&S Trustees Limited, in its capacity as trustee of the Lagrange GLG Trust, Jeffrey A. Robins, in his capacity as trustee of the Roman GLG Trust, Abacus (C.I.) Limited, in its capacity as trustee of the Green GLG Trust, Lavender Heights Capital LP, Ogier Fiduciary Services (Cayman) Limited, in its capacity as trustee of the Green Hill Trust, Sage Summit LP and Ogier Fiduciary Services (Cayman) Limited, in its capacity as trustee of the Blue Hill Trust (collectively, the “GLG Shareowners”). Messrs. Gottesman, Lagrange and Roman are collectively referred to herein as the “Principals”, and the trustees of the Gottesman GLG Trust, the Lagrange GLG Trust and the Roman GLG Trust are collectively referred to herein as the “Trustees”.

     Effective upon the consummation of the Acquisition, (1) each Acquired Company became a subsidiary of the Company, (2) the business and assets of GLG Partners LP and its affiliated entities (collectively, “GLG”) became the Company’s only operations and (3) the Company changed its name to GLG Partners, Inc. The Acquisition is described in greater detail in the definitive proxy statement dated October 12, 2007 (the “Definitive Proxy Statement”), in the sections entitled “The Acquisition Proposal” beginning on page 61, the “Acquisition” beginning on page 67 and the “The Purchase Agreement”

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beginning on page 77, which information is incorporated herein by reference. The description of the Acquisition in the Definitive Proxy Statement is qualified in its entirety by reference to the Purchase Agreement, a copy of which was filed as Annex A to the Definitive Proxy Statement.

     In exchange for their equity interests in the Acquired Companies, the GLG Shareowners received:

• $976,107,300 in cash;

• $23,892,700 in promissory notes in lieu of all or a portion of the cash consideration payable to electing GLG Shareowners;

• 230,000,000 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) which consists of:

• 138,095,007 shares of Common Stock, including 10,000,000 shares of Common Stock issued for the benefit of the Company’s employees, service providers and certain key personnel under the Company’s 2007 Restricted Stock Plan (the “Restricted Stock Plan”);

• 33,000,000 shares of Common Stock payable by the Company upon exercise of certain put or call rights with respect to 33,000,000 ordinary shares issued by FA Sub 1 Limited to certain GLG Shareowners. Each of the ordinary shares issued by FA Sub 1 Limited to these GLG Shareowners has been put by the holder to the Company in exchange for one share of Common Stock;

• 58,904,993 shares of Common Stock to be issued upon the exchange of 58,904,993 exchangeable Class B ordinary shares (the “Exchangeable Shares”) issued by FA Sub 2 Limited to certain GLG Shareowners. Each Exchangeable Share is exchangeable at any time at the election of the holder for one share of Common Stock; and

• 58,904,993 shares of Series A voting preferred stock, par value $0.0001 per share, of the Company (the “Series A Preferred Stock”) issued with the corresponding Exchangeable Shares which carry only voting rights and nominal economic rights and which will automatically be redeemed on a share—for—share basis as Exchangeable Shares are exchanged for shares of Common Stock.

     The aggregate of $1.0 billion in cash and promissory notes necessary to pay the cash portion of the purchase price to the GLG Shareowners was financed through a combination of (1) approximately $571.1 million of proceeds raised in the Company’s initial public offering and the co-investment by its sponsors, Berggruen Holdings North America Ltd. (“Berggruen Holdings”) and Marlin Equities II, LLC (“Marlin Equities”), immediately prior to the consummation of the acquisition (as described in greater detail under Item 3.02 below) (the “Sponsors’ Co-Investment”) and (2) bank debt financing of $530.0 million of the $570.0 million available under the credit facilities (as described in greater detail in the Definitive Proxy Statement in the section entitled “Agreements Related to the Acquisition—Credit Facilities” beginning on page 90). The remaining capacity under the credit facilities has been drawn down.

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Business

     The business of the Company is described in the Definitive Proxy Statement in the section entitled “Information about GLG” beginning on page 187, which information is incorporated herein by reference.

Risk Factors

     The risks associated with the Company’s business are described in the Definitive Proxy Statement in the section entitled “Risk Factors” beginning on page 26, which information is incorporated herein by reference.

Financial Information

     The financial information of GLG, GLG’s Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosure About Market Risk set forth under Item 9.01 of this Current Report on Form 8-K are incorporated herein by reference.

     The Company’s financial information, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures about Market Risk with respect to the quarter and nine months ended September 30, 2007 in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 filed by the Company on October 19, 2007 in the sections entitled “Financial Statements”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk” beginning on pages 10 and 12, respectively, which information is incorporated herein by reference.

Properties

     The principal executive office of the Company is located at 390 Park Avenue, 20th Floor, New York, NY 10022. The facilities of the Company are described in the Definitive Proxy Statement in the section entitled “Information about GLG—Properties” beginning on page 205, which information is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

     The beneficial ownership of the Common Stock immediately after the completion of the Acquisition is described in the Definitive Proxy Statement in the section entitled “Beneficial Ownership of Securities” beginning on page 231, which information is incorporated herein by reference.

Directors and Executive Officers

     The directors and executive officers of the Company immediately after the consummation of the Acquisition are described in the Definitive Proxy Statement in the section entitled “Management Following the Acquisition” beginning on page 213, which information is incorporated herein by reference.

     Information regarding the reconstitution of the Company’s Board of Directors (the “Board”) and its committees, effective as of November 2, 2007 set forth under Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

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Director and Executive Officer Compensation

     The compensation of the Company’s directors and executive officers after the completion of the Acquisition is described in the Definitive Proxy Statement in the sections entitled “Compensation Discussion and Analysis” and “Executive Compensation” beginning on pages 218 and 222, respectively, which information is incorporated herein by reference. Effective November 2, 2007, the Board made certain changes to director and executive officer compensation, which is discussed below under Item 5.02 to this Current Report on Form 8-K and is incorporated herein by reference.

     The description of director and executive compensation prior to the completion of the Acquisition in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 filed by the Company on March 27, 2007 in the section entitled “Executive Compensation— Compensation Committee Interlocks and Insider Participation” beginning on page 57 is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

     The description of certain relationships and related transactions of the Company contained in the sections of the Definitive Proxy Statement entitled “Summary—The Acquisition—Interests of Freedom Directors and Officers in the Acquisition” beginning on page 16, “Summary—The Acquisition—Interests of Principals, Trustees and Key Personnel of GLG in the Acquisition” beginning on page 17, “Certain Relationships and Related Person Transactions” beginning on page 225 and “Management Following the Acquisition—Controlled Company” beginning on page 215 is incorporated herein by reference.

Legal Proceedings

     The description of the legal proceedings of the Company in the Definitive Proxy Statement in the section entitled “Information about GLG—Legal and Regulatory Proceedings” beginning on page 206 is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

     Information about the market price, number of stockholders and dividends for the securities of the Company are described in the Definitive Proxy Statement in the section entitled “Price Range of Freedom Securities” beginning on page 212, which information is incorporated herein by reference.

     The closing price per share of the Company’s units, common stock and warrants as reported on the American Stock Exchange on November 2, 2007, was $19.55, $13.70 and $6.00, respectively. Beginning on November 5, 2007, the Company’s units, common stock and warrants began trading on the New York Stock Exchange (the “NYSE”).

Recent Sales of Unregistered Securities

     Information regarding recent sales of unregistered securities set forth under Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.

Description of Registrant’s Securities

     The description of the Common Stock, the Series A Preferred Stock, the Exchangeable Shares and other securities of the Company contained in the Definitive Proxy Statement in the section entitled

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     “The Authorized Share Proposal —Description of Capital Stock” beginning on page 104 is incorporated herein by reference.

Indemnification of Directors and Officers

     On November 2, 2007, the Board authorized the Company to enter into an indemnification agreement approved by the Board with each of the Company’s directors, each of the Company’s executive officers and certain other key employees. The Company may from time to time enter into additional indemnification agreements in substantially the identical form with future directors, officers, employees and agents of the Company.

     These agreements generally provide for the indemnity of the director, officer, employee or agent, as the case may be, and the mandatory advancement and reimbursement of reasonable expenses (subject to limited exceptions) incurred in various legal proceedings in which they may be involved by reason of their service as a director, officer, employee or agent of the Company to the extent permitted by the Delaware General Corporation Law (the “DGCL”).

     The Company’s restated certificate of incorporation provides that all directors, officers, employees and agents of the Company shall be entitled to be indemnified by the Company to the fullest extent permitted by the DGCL.

     The DGCL permits Delaware corporations to eliminate or limit the monetary liability of directors for breach of their fiduciary duty of care, subject to limitations. The Company’s restated certificate of incorporation provides that the Company’s directors are not liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for willful or negligent violation of the laws governing the payment of dividends or the purchase or redemption of stock or (iv) for any transaction from which a director derived an improper personal benefit.

     The Company’s amended bylaws and the appendix thereto provide for the indemnification of directors, officers, employees and agents to the extent permitted by Delaware law. The Company’s directors and officers also are insured against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Financial Statements and Supplementary Data

     Information concerning the financial statements and supplementary data of the Company set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

     Information concerning a change in the Company’s independent registered public accounting firm set forth under Item 4.01 of this Current Report on Form 8-K is incorporated herein by reference.

Financial Statements and Exhibits

     Information concerning the financial information of the Company set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

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Item 2.02. Results of Operations and Financial Condition.

     Financial information of GLG for the nine months ended and as of September 30, 2007 set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

     As previously disclosed in the Company’s Current Report on Form 8-K dated October 31, 2007, the Company entered into a credit agreement with a syndicate of banks arranged and led by Citigroup Global Markets, Inc. providing FA Sub 3 Limited, subject to customary conditions, with: (i) a 5-year non-amortizing revolving credit facility in a principal amount of up to $40.0 million; and (ii) a 5-year amortizing term loan facility in a principal amount of up to $530.0 million. On November 2, 2007, the Company borrowed $530.0 million under the term loan facility.

Item 3.02. Unregistered Sales of Equity Securities.

Sponsors’ Co-Investment

     In connection with the Company’s initial public offering, the Company’s sponsors, Berggruen Holdings and Marlin Equities, previously agreed to purchase in equal amounts an aggregate of 5,000,000 units, each consisting of one share of Common Stock and one warrant to purchase a share of Common Stock, at $10.00 per unit ($50.0 million in the aggregate) in a private placement immediately prior to the consummation of any business combination, including the Acquisition. The issuance of securities in the Sponsors’ Co-Investment immediately prior to the consummation of the Acquisition was made in reliance upon an available exemption from registration under the Securities Act, by reason of Section 4(2) thereof, to persons who are “accredited investors”, as defined in Regulation D promulgated under the Securities Act. The description of the Sponsors’ Co-Investment in the Company’s Registration Statement on Form S-1 (Registration Nos. 333-136248 and 333-139593) is qualified in its entirety by reference to each of the Sponsors’ Warrant and Co-Investment Units Subscription Agreements which are filed therewith as Exhibits 10.7 and 10.8, respectively, and incorporated herein by reference.

The Acquisition

     Information regarding the issuance of securities in the Acquisition set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

     The issuance of securities in the Acquisition was made in reliance upon an available exemption from registration under the Securities Act, by reason of Section 4(2) thereof, Regulation S or other appropriate exemptions, to persons who are “accredited investors,” as defined in Regulation D promulgated under the Securities Act. The foregoing description of the Acquisition does not purport to be complete and is qualified in its entirety by reference to the sections of the Definite Proxy Statement entitled “The Acquisition Proposal” beginning on page 61, the “Acquisition” beginning on page 67 and the “The Purchase Agreement” beginning on page 77, which information is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

     Information concerning amendments to the Company’s certificate of incorporation and bylaws set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

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Item 4.01. Changes in Registrant’s Certifying Accountant.

Previous Independent Registered Public Accounting Firm

     On November 2, 2007, the Company dismissed Rothstein, Kass & Company, P.C. (“Rothstein”) as its independent registered public accounting firm.

     The report of Rothstein on the Company’s financial statements for the fiscal year ended December 31, 2006, contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. Rothstein audited the balance sheet of the Company (a corporation in the development stage) as of December 31, 2006 and the related statements of operations, stockholders’ equity and cash flows for the period from June 8, 2006 (date of inception) to December 31, 2006. Rothstein’s audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, Rothstein expressed no such opinion.

     The Audit Committee of the Board recommended and approved, and the Board also approved, the decision to change independent registered public accounting firms.

     In connection with the audit of the Company’s financial statements for the most recently completed fiscal year ended December 31, 2006, and for the period through November 2, 2007, there have been no disagreements with Rothstein on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Rothstein, would have caused it to make reference to the subject matter of such disagreements in connection with its audit report.

     There were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

     The Company has given permission to Rothstein to respond fully to the inquiries of the successor auditor, including concerning the subject matter of any reportable events.

     Rothstein has furnished the Company with a letter addressed to the Securities and Exchange Commission stating that it agrees with the above statements. A copy of Rothstein’s letter, dated November 2, 2007, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

New Independent Registered Public Accounting Firm

     As of November 2, 2007, the Audit Committee of the Board appointed Ernst & Young LLP as its independent registered public accounting firm to audit the Company’s financial statements and internal control over financial reporting for the fiscal year ending December 31, 2007. Ernst & Young LLP had previously served as GLG’s independent registered public accounting firm.

     From June 8, 2006 (date of inception) through November 2, 2007, the Company has not consulted with Ernst & Young LLP regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company, as well as any matters or reportable events described in Items 304(a)(2)(i) or (ii) of Regulation S-K.

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Item 5.01. Change in Control of Registrant

     As a result of the consummation of the Acquisition and the Sponsors’ Co-Investment on November 2, 2007, the GLG Shareowners beneficially own, directly or indirectly, approximately 70% of the outstanding voting securities of the Company on a fully diluted basis.

     In addition, the Principals, the Trustees, Sage Summit LP and Lavender Heights Capital LP (the “Voting Agreement Parties”) entered into a voting agreement which became effective upon consummation of the Acquisition. The Voting Agreement Parties beneficially own Common Stock and Series A Preferred Stock which collectively represent approximately 54% of the Company’s voting power and have the ability to elect the Board. Therefore, the Company is a “controlled company” for purposes of Section 303(A) of the NYSE Listed Company Manual. As a “controlled company”, the Company is exempt from certain governance requirements otherwise required by the NYSE, including the requirement that the Company have a nominating and corporate governance committee. Reference is made to the section of the Definitive Proxy Statement entitled “Management Following the Acquisition—Controlled Company”, which information is incorporated herein by reference.

     Pursuant to the voting agreement described above, the Company has agreed not to take certain actions without the consent of the Voting Agreement Parties so long as they collectively beneficially own (1) more than 25% of the voting stock of the Company and at least one Principal is an employee, partner or member of the Company or any of its subsidiaries or (2) more than 40% of the voting stock of the Company. Because of their ownership of approximately 54% of the voting power of the Company, the Voting Agreement Parties will also be able to determine the outcome of all matters requiring stockholder approval (other than those requiring a super-majority vote) and will be able to cause or prevent a change of control of the Company or a change in the composition of the Board, and could preclude any unsolicited acquisition of our company. In addition, because they collectively may determine the outcome of a stockholder vote, they could deprive stockholders of an opportunity to receive a premium for their shares as part of a sale of the Company, and that voting control could ultimately affect the market price of the Company’s securities. The foregoing description of the voting agreement is qualified in its entirety by reference to the section of the Definite Proxy Statement entitled “Agreements Related to the Acquisition—Voting Agreement” beginning on page 96, which information is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

     In connection with the consummation of the Acquisition on November 2, 2007, Nicolas Berggruen resigned from his positions as President and Chief Executive Officer of the Company, and Herbert A. Morey resigned as a director of the Company due to auditor independence issues.

     In connection with the consummation of the Acquisition on November 2, 2007, the following individuals were elected executive officers of the Company:

Name	Position
Noam Gottesman	Chairman of the Board and Co-Chief Executive Officer
Emmanuel Roman	Co-Chief Executive Officer
Simon White	Chief Financial Officer
Alejandro San Miguel	General Counsel and Corporate Secretary

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     Information regarding each of these executive officers is contained in the section of the Definitive Proxy Statement entitled “Management Following the Acquisition” beginning on page 213 is incorporated herein by reference.

Employment Agreements

     Upon consummation of the Acquisition on November 2, 2007, employment agreements between the Company and each of Messrs. Gottesman, Roman, White and San Miguel became effective.

Noam Gottesman

     Pursuant to an employment agreement with the Company, Mr. Gottesman serves as Chairman and Co-Chief Executive Officer of the Company. Under the terms of his employment agreement, Mr. Gottesman receives an annual salary of $400,000 and other benefits as set forth in the employment agreement. Mr. Gottesman is also eligible to receive a discretionary bonus and to receive equity incentive awards, including under the Company’s 2007 Long-Term Incentive Plan (the “LTIP”), provided that no awards will be granted to him for 2007.

     Mr. Gottesman also entered into employment agreements with each of GLG Partners LP and GLG Partners Services LP. Pursuant to his employment agreement with GLG Partners LP, Mr. Gottesman serves as Co-Chief Executive Officer and Managing Director of GLG Partners LP and receives an annual salary of $400,000. Pursuant to his employment agreement with GLG Partners Services LP, Mr. Gottesman receives an annual salary of $200,000. The other material terms of Mr. Gottesman’s employment agreements with each of GLG Partners LP and GLG Partners Services LP are the same as those contained in his employment agreement with the Company.

Emmanuel Roman

     Pursuant to an employment agreement with the Company, Mr. Roman serves as Co-Chief Executive Officer of the Company. Under the terms of his employment agreement, Mr. Roman receives an annual salary of $400,000 and other benefits as set forth in the employment agreement. Mr. Roman is also eligible to receive a discretionary bonus and to receive equity incentive awards, including under the LTIP, provided that no awards will be granted to him for 2007.

     Mr. Roman also entered into employment agreements with each of GLG Partners LP and GLG Partners Services LP. Pursuant to his employment agreement with GLG Partners LP, Mr. Roman serves as Co-Chief Executive Officer and Managing Director of GLG Partners LP and receives an annual salary of $400,000. Pursuant to his employment agreement with GLG Partners Services LP, Mr. Roman receives an annual salary of $200,000. The other material terms of Mr. Roman’s employment agreements with each of GLG Partners LP and GLG Partners Services LP are the same as those contained in his employment agreement with the Company.

Simon White

     Pursuant to an employment agreement with the Company, Mr. White serves as Chief Financial Officer of the Company. Under the terms of his employment agreement, Mr. White receives an annual salary of $500,000 and other benefits as set forth in the employment agreement. Mr. White is also eligible to receive a discretionary bonus and to receive equity incentive awards, including under the LTIP.

     Mr. White also participates in the limited partner profit share arrangement and equity participation plan described in the Definitive Proxy Statement in the sections entitled “GLG

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Management’s Discussion and Analysis of Financial Condition and Results of Operations—Expenses—Employee Compensation and Benefits and Limited Partner Profit Share” and “—Limited Partnership Profit Share” beginning on pages 140 and 141, respectively, which information is incorporated herein by reference. On November 2, 2007, Mr. White’s interest letter with Laurel Heights LLP was amended to provide that he will no longer receive any partnership draw from Laurel Heights LLP, but he will continue to be eligible for discretionary partnership profit allocations.

Alejandro San Miguel

     Pursuant to his employment agreement with the Company, Mr. San Miguel serves as General Counsel and Corporate Secretary of the Company and receives: (a) an annual salary of $500,000, (b) an annual bonus equal to at least $1.0 million, a portion of which may be conditioned upon the achievement of performance goals, (c) an award of 253,631 shares of restricted stock, which will vest as described below under “— Restricted Stock Award”, and (d) other benefits as set forth in the employment agreement. Mr. San Miguel is also eligible to receive a discretionary bonus and to receive equity incentive awards, including under the LTIP.

     The description of certain relationships and related transactions of the Company contained in the sections of the Definitive Proxy Statement entitled “Summary—The Acquisition—Interests of Freedom Directors and Officers in the Acquisition” beginning on page 16, “Summary—The Acquisition—Interests of Principals, Trustees and Key Personnel of GLG in the Acquisition” beginning on page 17, “Certain Relationships and Related Person Transactions” beginning on page 225 and “Management Following the Acquisition—Controlled Company” beginning on page 215 is incorporated herein by reference.

     (d) In connection with the Acquisition, the size of the Board was increased to nine members, and effective as of the consummation of the Acquisition on November 2, 2007, Noam Gottesman, Emmanuel Roman, Ian Ashken, Paul Myners and Peter Weinberg were appointed as directors of the Company, to serve together with the Company’s continuing directors Nicolas Berggruen, Martin Franklin, James Hauslein and William Lauder. Mr. Ashken was also appointed to serve on each of the Audit Committee and Compensation Committee of the Board.

     (e) At the special meeting of stockholders of the Company held on October 31, 2007, the Company’s stockholders approved the adoption of the (i) the Restricted Stock Plan and (ii) the LTIP. The Restricted Stock Plan provides for the grants of restricted shares of common stock to employees, service providers and certain key personnel who hold direct or indirect limited partnership interests in certain GLG entities. The LTIP provides for the grants of incentive and non-qualified stock options, stock appreciation rights, common stock, restricted stock, restricted stock units, performance units and performance shares to employees, service providers, non-employee directors and certain key personnel who hold direct or indirect limited partnership interests in certain GLG entities.

     The description of each of the Restricted Stock Plan and the LTIP contained in the Definitive Proxy Statement in the sections entitled “The Restricted Stock Plan Proposal” and “The Incentive Plan Proposal” beginning on pages 112 and 119, respectively, is incorporated herein by reference. The summary of each of the Restricted Stock Plan and the LTIP in the Definitive Proxy Statement is qualified in its entirety by reference to the full text of the Restricted Stock Plan and the LTIP, respectively, copies of which were filed as Annexes I and J, respectively, to the Definitive Proxy Statement.

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Restricted Stock Award

     Pursuant to a restricted stock award agreement entered into on November 2, 2007, Mr. San Miguel was awarded 253,631 shares of restricted stock under Sub-Plan A of the LTIP. The shares vest as follows: (a) 25% of 105,263 shares will vest on each of the first, second, third and fourth anniversaries of the grant date; (b) 25% of 74,184 shares will vest on each of the second, third, fourth and fifth anniversaries of the grant date; and (c) 25% of 74,184 shares will vest on each of the third, fourth, fifth and sixth anniversaries of the grant date.

     If one of the following events occurs prior to vesting of his shares of restricted stock, then 100% of the shares will vest on the date of occurrence of such event: (a) Mr. San Miguel’s death or disability; (b) the occurrence of certain changes in management or (c) the occurrence of a change of control followed by termination of service either (i) because the Company has terminated Mr. San Miguel’s employment without cause or (ii) by Mr. San Miguel for good reason.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change In Fiscal Year.

Restated Certificate of Incorporation

     Following approval by the Company’s stockholders at the special meeting held on October 31, 2007, the Company filed an amendment to its certificate of incorporation on November 2, 2007 that:

• changed its name from “Freedom Acquisition Holdings, Inc.” to “GLG Partners, Inc.”;

• increased the number of authorized shares of its capital stock from 201,000,000 shares to 1,150,000,000 shares, including: (a) increasing the authorized shares of Common Stock from 200,000,000 to 1,000,000,000; and (b) increasing the authorized shares of preferred stock, par value $0.0001 per share, of the Company from 1,000,000 to 150,000,000, of which 58,904,993 shares were designated by the Board as Series A Preferred Stock;

• increased from the affirmative vote of a majority of the quorum present at the meeting or a majority of the outstanding shares of Common Stock, as applicable, to the affirmative vote of at least 66 2/3% of the combined voting power of all outstanding shares of capital stock entitled to vote generally, voting together as a single class, the vote required for the Company’s stockholders to: (a) adopt, alter, amend or repeal the bylaws; (b) remove a director (other than directors elected by a series of preferred stock of the Company, if any, entitled to elect a class of directors) from office, with or without cause; or (c) amend, alter or repeal certain provisions of the certificate of incorporation which require a stockholder vote higher than a majority vote, including the amendment provision itself, or to adopt any provision inconsistent with those provisions; and

• amended certain other provisions of the certificate of incorporation relating to, among other things, the Company’s registered agent, the ability to call special meetings of stockholders, the scope of the indemnification of officers and directors and certain other ministerial amendments.

     These pre-closing amendments to the Company’s certificate of incorporation are described in the Definitive Proxy Statement in the sections entitled “The Name Change Proposal” beginning on page 100, “The Authorized Share Proposal” beginning on page 101, “The Majority Vote Proposal” beginning on

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page 109 and “The Other Pre-Closing Certificate Amendments Proposal” beginning on page 110, which information is incorporated herein by reference.

     On November 2, 2007, the Company also filed a Certificate of Designation setting forth the rights, preferences and privileges of the Series A Preferred Stock, which are described in the section of the Definitive Proxy Statement entitled “The Authorized Share Proposal—Description of Capital Stock—Preferred Stock” beginning on page 105, which information is incorporated herein by reference.

     Immediately following consummation of the Acquisition on November 2, 2007, the Company filed a second amendment to its certificate of incorporation that deleted certain provisions of (a) Article Third and Article Fourth, paragraph B and (b) the entirety of Article Fifth of the certificate of incorporation, all of which related to the operation of the Company as a blank check company prior to the consummation of a business combination, and added provisions regarding dividends and distributions. This post-closing amendment to the Company’s certificate of incorporation described in the Definitive Proxy Statement in the section entitled “The Post-Closing Certificate Amendment Proposal” beginning on page 111, which information is incorporated herein by reference.

     The Company filed a restated certificate of incorporation reflecting all of the foregoing amendments on November 2, 2007. The restated certificate of incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K, which information is incorporated herein by reference.

Amended Bylaws

     The Company also amended its bylaws effective November 2, 2007. The amended bylaws included the following modifications:

• removal of the stockholders’ ability to call a special meeting of stockholders;

• removal of the stockholders’ ability to act by written consent;

• provision for (a) the indemnification of the Company’s directors, officers, employees or agents for certain matters in accordance with Section 145 of the DGCL and (b) the procedures from making claims of indemnification thereunder; and

• creation of the positions of Co-Chief Executive Officer.

     The foregoing summary is qualified in its entirety by reference to the full text of the amended bylaws filed as Exhibit 3.5 to the Company’s amended Registration Statement on Form 8-A/A filed on November 2, 2007 and incorporated herein by reference.

Item 5.06. Change in Shell Company Status.

     The material terms of the Acquisition, in which each Acquired Company became a wholly owned subsidiary of the Company, are described in the Definitive Proxy Statement in the sections entitled “The Acquisition Proposal” beginning on page 61, the “Acquisition” beginning on page 67 and the “The Purchase Agreement” beginning on page 77, which information is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

     The combined financial statements of GLG as of and for the nine months ended September 30, 2007 and for the nine months ended September 30, 2006 and as of and for the years ended December 31, 2006, 2005 and 2004 are filed as Exhibit 99.1 to this Current Report on Form 8-K, which information is incorporated herein by reference.

(b) GLG Management’s Discussion and Analysis of Financial Condition and Results of Operations

(c) Pro Forma Financial Information

     The unaudited condensed combined pro forma financial information as of and for the nine months ended September 30, 2007 and for the twelve months ended December 31, 2006 is furnished as Exhibit 99.3 to this Current Report on Form 8-K, which information is incorporated herein by reference.

(d) Exhibits

3.1	Restated Certificate of Incorporation
3.2	Amended Bylaws, filed as Exhibit 3.5 to the Company’s amended Registration Statement on Form 8-A/A, are incorporated herein by reference.
10.1.1	Form of Indemnity Agreement between the Company and its directors, officers, employees and agent
10.1.2	Schedule identifying agreements substantially identical to the Form of Indemnity Agreement constituting Exhibit 10.6.1 hereto entered into between the Company and the directors and executive officers of the Company
10.2.1	Restricted Stock Agreement dated November 2, 2007 between the Company and Alejandro San Miguel under the LTIP
16.1	Letter regarding change in certifying accountant from Rothstein, Kass & Company, P.C.
99.1	GLG Financial Information
99.2	GLG Management’s Discussion and Analysis of Financial Condition and Results of Operations
99.3	Unaudited Pro Forma Condensed Combined Financial Information

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GLG PARTNERS, INC.
By:	/s/ Alejandro San Miguel
	Alejandro San Miguel
	General Counsel and Corporate Secretary

Date: November 8, 2007

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EXHIBIT INDEX

Exhibit
Number	Description
3.1	Restated Certificate of Incorporation
3.2	Amended Bylaws, filed as Exhibit 3.5 to the Company’s amended Registration Statement on Form 8-A/A, are incorporated herein by reference.
10.1.1	Form of Indemnity Agreement between the Company and its directors, officers, employees and agent
10.1.2	Schedule identifying agreements substantially identical to the Form of Indemnity Agreement constituting Exhibit 10.6.1 hereto entered into between the Company and the directors and executive officers of the Company
10.2.1	Restricted Stock Agreement dated November 2, 2007 between the Company and Alejandro San Miguel under the LTIP
16.1	Letter regarding change in certifying accountant from Rothstein, Kass & Company, P.C.
99.1	GLG Financial Information
99.2	GLG Management’s Discussion and Analysis of Financial Condition and Results of Operations
99.3	Unaudited Pro Forma Condensed Combined Financial Information

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EX-3.1

Exhibit 3.1

RESTATED
CERTIFICATE OF INCORPORATION
OF
GLG PARTNERS, INC.

Pursuant to Section 245 of the General
Corporation Law of the State of Delaware

     GLG Partners, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

     FIRST: The present name of the Corporation is GLG Partners, Inc.

     SECOND: The Corporation was incorporated under the name “Freedom Acquisition Holdings, Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on June 8, 2006.

     THIRD: The Certificate of Incorporation of the Corporation is hereby restated and integrated into a single instrument to read in full as set forth in the Restated Certificate of Incorporation of the Corporation attached hereto as Exhibit A incorporated herein by reference and made a part hereof.

     FOURTH: The Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware.

     FIFTH: The Restated Certificate of Incorporation of the Corporation only restates and integrates and does not further amend the provisions of the Certificate of Incorporation of the Corporation as theretofore amended or supplemented, and there is no discrepancy between the provisions of the Certificate of Incorporation and the provisions of the Restated Certificate of Incorporation of the Corporation.

     IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed and acknowledged by its officer thereunto duly authorized this 2nd day of November, 2007.

GLG PARTNERS, INC.
By:	/s/Alejandro San Miguel
	Name:	Alejandro San Miguel
	Title:	General Counsel and Corporate Secretary

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Exhibit A

RESTATED
CERTIFICATE OF INCORPORATION
OF
GLG PARTNERS, INC.

     FIRST: The name of the Corporation is GLG Partners, Inc. (the “Corporation”).

     SECOND: The address of the Corporation’s registered office in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

     THIRD: The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

     FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,150,000,000 of which 1,000,000,000 shares shall be Common Stock of the par value of $0.0001 per share (the “Common Stock”) and 150,000,000 shares shall be Preferred Stock of the par value of $0.0001 per share (the “Preferred Stock”).

     A. Preferred Stock. The Board of Directors of the Corporation (the “Board of Directors”) is hereby expressly authorized, by resolution or resolutions thereof, to provide out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and such qualifications, limitations or restrictions thereof, if any, of the shares of such series.

     The powers, preferences and relative, participating, optional and other special rights of such series of Preferred Stock, if any, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series of Preferred Stock at any time outstanding. Except as may otherwise be provided in this Certificate of Incorporation (including any certificate filed with the Secretary of State of the State of Delaware establishing the terms of a series of Preferred Stock in accordance with paragraph A of this Article FOURTH (each a “Preferred Stock Designation”)), the number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in interest of the voting power of the then outstanding shares of capital stock of the Corporation entitled to vote generally (“Voting Stock”), voting together as a single class, irrespective of Section 242(b)(2) of the DGCL and without a separate vote of the holders of the Preferred Stock or any series thereof.

     B. Common Stock. Except as otherwise required by applicable law or as otherwise provided in any Preferred Stock Designation, each holder of Common Stock, as such, shall be entitled to one (1) vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote, and no holder of any series of Preferred Stock, as such, shall be entitled to any voting powers in respect thereof. Except as

otherwise required by applicable law or as otherwise provided in any Preferred Stock Designation, holders of Common Stock shall be entitled to receive such dividends and distributions (whether payable in cash or otherwise) as may be declared on the shares of Common Stock by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor. Except as otherwise required by applicable law or as otherwise provided in any Preferred Stock Designation, in the event of any liquidation, dissolution or winding-up of the Corporation (whether voluntary or involuntary), the assets of the Corporation available for distribution to stockholders shall be distributed in equal amounts per share to the holders of Common Stock.

     FIFTH: [Reserved.]

     SIXTH: Except as may otherwise be provided in this Certificate of Incorporation (including any Preferred Stock Designation), any vacancy in the Board of Directors, whether arising from death, resignation, removal, an increase in the number of directors or any other cause, may be filled by the vote of a majority of the directors then in office, though less than a quorum, by the sole remaining director or by the stockholders. Each director so elected shall hold office until the expiration of the term of office of the director whom he or she has replaced or until his or her successor shall have been elected and qualified.

     SEVENTH: The following provisions are inserted to govern the management of the business and the conduct of the affairs of the Corporation, and create, define, limit and regulate the powers of the Corporation and of its directors and stockholders:

     A. Election of directors need not be by written ballot unless the Bylaws of the Corporation so require.

     B. Except as otherwise provided for or fixed pursuant to a Preferred Stock Designation relating to the rights of holders of a series of Preferred Stock to elect directors, if any, the number of directors of the Corporation shall be fixed from time to time by, or in the manner provided in, the Bylaws of the Corporation.

     C. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter, amend and repeal the Bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter, amend or repeal any Bylaws, whether adopted by them or otherwise; provided that, notwithstanding anything contained in this Certificate of Incorporation or the Bylaws of the Corporation to the contrary, any such adoption, alteration, amendment or repeal by stockholders shall require the affirmative vote of the holders of at least 66-2/3% of the voting power of all the then outstanding Voting Stock, voting together as a single class.

     D. The Board of Directors in its discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any special meeting of the stockholders called for the purpose of considering any such act or contract (such purpose to be stated in the notice of any such special meeting as required by law), and any contract or act that shall be approved or ratified by the affirmative vote of at least a majority in voting power of the then outstanding Voting Stock present at a meeting at which a quorum is present, unless a higher

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vote is required by applicable law, shall, to the fullest extent permitted by applicable law, be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation.

     E. In addition to the powers and authorities hereinbefore or by applicable law expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to applicable law, this Certificate of Incorporation, and to any Bylaws; provided, however, that no Bylaw so made shall invalidate any prior act of the directors which would have been valid if such Bylaw had not been made.

     F. Except as may otherwise be provided in the Certificate of Incorporation (including any Preferred Stock Designation), from and after the consummation of the IPO, no action that is required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders may be effected by written consent of stockholders in lieu of a meeting of stockholders. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of at least 80% in voting power of the then outstanding shares of the capital stock of the Corporation entitled to vote generally, voting together as a single class, shall be required to amend, alter, repeal or adopt any provision inconsistent with paragraph F of this Article SEVENTH.

     G. Except for such additional directors, if any, as are elected by the holders of any outstanding series of Preferred Stock as provided for or fixed pursuant to the provisions of Article FOURTH hereof, any director or the entire Board of Directors may be removed, with or without cause, solely by the affirmative vote of the holders of at least 66-2/3% of the voting power of all the then outstanding Voting Stock, voting together as a single class.

     H. Except as may otherwise be provided for or fixed pursuant to the provisions of Article FOURTH of this Certificate of Incorporation relating to the rights of the holders of any outstanding series of Preferred Stock, special meetings of stockholders for any purpose or purposes may be called at any time or from time to time by resolution or resolutions adopted by at least a majority of the whole Board of Directors, but such special meetings may not be called by any other person or persons.

     I. For purposes of paragraph F of this Article SEVENTH, “IPO” means the Corporation’s initial public offering.

     EIGHTH: The following paragraphs shall apply with respect to liability and indemnification of officers and directors:

     A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted by the DGCL as the same exists or may hereafter be amended. Any amendment, repeal or modification of this paragraph A by the stockholders of the Corporation or otherwise shall not adversely affect any right or protection of a director of the Corporation with respect to any act or omission occurring prior to the time of such amendment, repeal or modification.

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     B. The Corporation, to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, shall indemnify and hold harmless any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative, regulatory, arbitral or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is a legal representative, is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, limited liability entity, joint venture, trust, other enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss (including judgments, fines and amounts paid in settlement) suffered and expenses (including attorneys fees) reasonably incurred by such Covered Person. Notwithstanding the foregoing sentence, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding was authorized in the specific case by the Board of Directors. To the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding shall be paid by the Corporation in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized hereby.

     NINTH: From time to time any of the provisions of this Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner at the time prescribed by said laws, and all rights at any time conferred upon the stockholders or directors of the Corporation or any other person by this Certificate of Incorporation are granted subject to the provisions of this Article NINTH. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, in addition to any affirmative vote required by law and/or a Preferred Stock Designation, (i) the affirmative vote of the holders of at least 66-2/3% of the voting power of all the then outstanding Voting Stock, voting together as a single class, shall be required to amend, alter or repeal Article SIXTH, paragraphs B, C, G or H of Article SEVENTH or this Article NINTH (other than clause (ii) of this sentence of Article NINTH) or to adopt any provision inconsistent with any of the foregoing sections or articles and (ii) the affirmative vote of at least 80% of the voting power of all the then outstanding Voting Stock, voting together as a single class, shall be required to amend, alter or repeal paragraph F of Article SEVENTH or this clause (ii) or to adopt any provision inconsistent with paragraph F of Article SEVENTH or this clause (ii).

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EX-10.1.1

Exhibit 10.1.1

FORM OF INDEMNIFICATION AGREEMENT

     THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of            , 2007, by and between GLG Partners, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).

RECITALS

     WHEREAS, the Company recognizes that competent and experienced individuals are increasingly reluctant to serve or continue to serve as directors, officers, senior management or other Agents of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

     WHEREAS, Article B of the Company’s Amended and Restated Certificate of Incorporation requires the Company to indemnify its directors, officers, employees and agents to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”), and the Amended Bylaws of the Company expressly provide that the indemnification provisions set forth therein are not exclusive, and contemplate that contracts may be entered into between the Company and its Agents with respect to indemnification;

     WHEREAS, the Company and its Subsidiaries operate in a regulated industry and in order to induce and encourage highly experienced and capable individuals to serve as officers, directors, senior management or other Agents of the Company, its Subsidiaries and certain other entities (including the funds managed by Subsidiaries) to take the business risks necessary for the success of the Company and to otherwise promote the desirable end that such persons will resist what they consider unjustifiable lawsuits and claims made against them in connection with good faith performance of their duties to the Company, its Subsidiaries and certain other entities (including the funds managed by Subsidiaries) secure in the knowledge that certain expenses, costs and liabilities incurred by them in their defense of such litigation will be borne by the Company and that they will receive the maximum protection against such risks and liabilities as may be afforded by law, the Board of Directors of the Company (the “Board”) has determined, after due consideration and investigation of the terms and provisions of this Agreement and the various other options available to the Company and Indemnitee in lieu hereof, that contractual indemnification as set forth herein is not only reasonable and prudent but necessary to promote and ensure the best interests of the Company and its stockholders;

     WHEREAS, the Company desires and has requested Indemnitee to serve or continue to serve as a director, officer, senior manager or other Agent of the Company; and

     WHEREAS, Indemnitee is willing to serve, continue to serve or provide additional service as a director, officer, senior manager or other Agent of the Company based on the expectation that he or she is furnished the indemnity provided for herein.

     NOW, THEREFORE, in consideration of the above premises and the mutual covenants and agreements set forth herein, the parties hereby agree as follows:

     Section 1. Definitions. As used in this Agreement:

     (a) “Acquisition Closing Date” means November 2, 2007.

     (b) “Agent” of the Company shall include any person who is or was a director, officer, employee or agent of the Company, a Subsidiary, a predecessor corporation of the Company or an Employee Benefit Plan, or is or was a person authorized by the Company to act for the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, fund or other enterprise (including of Sage Summit Ltd. and Mount Garnet Limited, as general partners of Sage Summit LP and Lavender Heights Capital LP, respectively, and of Mount Granite Limited and Mount Garnet Limited, as managing members of Laurel Heights LLP and Lavender Heights LLP, respectively), at the request of, for the convenience of or to represent the interests of the Company or a Subsidiary.

     (c) “Applicable Threshold” means the greater of (i) 25% of the then Outstanding Voting Securities or (ii) the then Outstanding Voting Securities beneficially owned by the Principals (including by their respective families, Trusts, partnerships and charitable foundations controlled by any of the Principals), as the case may be.

     (d) “Bylaws” means the Bylaws of the Company, as amended.

     (e) “Certificate of Incorporation” means the certificate of incorporation of the Company, as amended.

     (f) A “Change in Control” shall be deemed to occur upon the earliest to occur after the date hereof of any of the following events:

     (i) Acquisition of Stock by Third Party. (i) the acquisition or ownership after the Acquisition Closing Date by any individual, entity or group (within the meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act) (each, a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of the combined voting power of the then Outstanding Voting Securities in excess of the Applicable Threshold; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (1) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or a Subsidiary, (2) any acquisition pursuant to the exchange of Exchangeable Class B Ordinary Shares of FA Sub 2 Limited for shares of Stock or (3) any acquisition pursuant to a transaction that complies with clauses clauses (A), (B) and (C) of subsection (iii) of this paragraph (f).

     (ii) Change in Board of Directors. Individuals who, as of the Acquisition Closing Date, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to that date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the

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Incumbent Board shall be considered as though such individual were a member of the Incumbent Board;

     (iii) Corporate Transactions. The consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets of another entity (a “Corporate Transaction”), in each case, unless, following such Corporate Transaction, (A) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership of the Outstanding Voting Securities immediately prior to such Corporate Transaction, (B) no Person (excluding any employee benefit plan (or related trust) of the Company, a Subsidiary or such corporation resulting from such Corporate Transaction) beneficially owns, directly or indirectly, the combined voting power of the then outstanding voting securities in excess of the greater of (x) 25% of the outstanding voting securities or (y) the number of outstanding voting securities beneficially owned by the Principals (including their respective families, Trusts, partnerships and charitable foundations controlled by any of the Principals), in each case, with respect to the corporation resulting from such Corporate Transaction, except to the extent that such ownership existed in the Company prior to the Corporate Transaction, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Corporate Transaction; or

     (iv) Liquidation. Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

     (g) “Company” shall include, without limitation and in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

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     (h) “Disinterested Director” means a director of the Company who is not and was not a party to any Proceeding in respect of which indemnity is sought by Indemnitee.

     (i) “Employee Benefit Plan” means any employee benefit plan of the Company or any of its Subsidiaries for the benefit of their employees, service providers, non-employee directors and/or limited partners, including the GLG Equity Participation Plan, the GLG Limited Partner Profit Share Arrangement, the 2007 Restricted Stock Plan and the 2007 Long-Term Incentive Plan.

     (j) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     (k) “Expenses” shall be broadly and reasonably construed and shall include all direct and indirect costs actually and reasonably incurred of any type or nature whatsoever including, without limitation, (i) all attorneys’ fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses (including food and lodging expenses while traveling), duplicating costs, printing and binding costs, telephone charges, postage, delivery service, freight or other transportation fees and expenses and related disbursements and (ii) all other disbursements and out-of-pocket costs, actually and reasonably incurred by Indemnitee in connection with either the investigation, defense or appeal of a Proceeding (including, without limitation, the costs of any surety or other bond that may be required of Indemnitee pending the defense or appeal of a Proceeding) or establishing or enforcing a right to indemnification or advancement of expenses under this Agreement, the DCGL or otherwise. The term “Expenses” shall not include taxes except to the extent taxes are imposed in respect of payments otherwise made pursuant to this Agreement, in which case such Indemnitee’s Expenses shall include an amount not greater than the net taxes payable (taking into account any deductions, credits or other tax benefits available to such Indemnitee as a result of the Expenses in respect of which such payment is made and the payment of the taxes imposed in respect of such payment) (such amount, a “Gross-Up Payment”). Any Gross-Up Payment will be made to Indemnitee no later than the end of the calendar year following the year in which Indemnitee pays the related taxes that are being “grossed-up”.

     (l) “GLG Equity Participation Plan” means the plan established in March 2007 pursuant to which certain holders of direct or indirect limited partnership interests in GLG Partners LP and GLG Partners Services LP are entitled to receive in the aggregate 15% of the total consideration to be paid in the acquisition by the Company of GLG Partners LP and its affiliated entities.

     (m) “GLG Limited Partner Profit Share Arrangement” means the arrangement established in June 2006 pursuant to which certain individuals provide services to GLG Partners LP and/or GLG Partners Services LP as holders of direct or indirect limited partnership interests in GLG Partners LP and GLG Partners Services LP and are entitled to receive fixed, variable and/or discretionary profit share interests in the profits of GLG Partners LP and GLG Partners Services LP.

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     (n) “Independent Counsel” means a law firm, member of a law firm, or attorney that is (i) experienced in matters of corporation law; (ii) neither presently is, nor in the past year has been, retained to represent: the Company, Indemnitee, any affiliate of the Company or any other party to the Proceeding giving rise to a claim for indemnification hereunder in any matter material to any such party; and (iii) would not, under the applicable standards of professional conduct then prevailing, have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

     (o) “Outstanding Voting Securities” means the outstanding voting securities of the Company entitled to vote generally in the election of directors.

     (p) “Principals” means Noam Gottesman, Pierre Lagrange and Emmanuel Roman.

     (q) “Proceeding” shall include any overtly threatened (in writing), pending or completed action, suit or proceeding, whether brought by or in the name of the Company or otherwise, and whether of a civil, criminal, administrative, regulatory, arbitral or investigative nature including, but not limited to, actions, suits, arbitrations, mediations, discovery requests, investigations (including internal investigations), formal or informal investigations by a government agency, or any other proceedings, in which Indemnitee may be or may have been involved as a party, a witness or otherwise, by reason of the fact that Indemnitee is or was an Agent of the Company, by reason of any action taken by him or her or of any inaction on his or her part while acting as an Agent whether or not he or she is serving in such capacity at the time any Expense is incurred for which indemnification or reimbursement can be provided under this Agreement; provided, however, that except with respect to an action to enforce the right to indemnification or advancement of expenses under this Agreement, the DGCL or otherwise or a right to D&O Insurance (as defined in Section 8), “Proceeding” shall not include any action, suit or proceeding instituted by or at the direction of Indemnitee, unless such action, suit or proceeding is or was authorized by the Board.

     (r) “Subsidiary” shall mean any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interests is owned, directly or indirectly, by the Company.

     (s) “Trust” means any trust of which any of the Principals is the settlor or of which any of the Principals and/or any of the members of their family are beneficiaries, including the Gottesman GLG Trust, the Lagrange GLG Trust and the Roman GLG Trust.

     (t) References to “other enterprises” shall include, without limitation, Employee Benefit Plans; references to “judgments” shall include, without limitation, any award of punitive damages; references to “fines” shall include, without limitation, any excise tax assessed with respect to any Employee Benefit Plan; and reference to “at the request of the Company or a Subsidiary” shall include any service as a director, officer, employee

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or agent with respect to any Employee Benefit Plan, its member, participants and/or beneficiaries.

     (u) Any person who serves an Agent with respect to any Employee Benefit Plan, its members, participants and/or beneficiaries and acts in good faith and in a manner he or she reasonably believes to be in the interest of the members, participants and/or beneficiaries of such Employee Benefit Plan, shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

     Section 2. Indemnification and Contribution. The Company shall indemnify Indemnitee to the fullest extent permitted by Delaware law as in effect on the date hereof or as Delaware law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Company to provide broader indemnification rights than Delaware law permitted the Company to provide before such amendment). Such indemnification shall include, without limitation, the following:

     (a) Indemnity in Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee was or is a party to or is threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the name of the Company to procure a judgment in its favor) by reason of the fact that he or she is or was an Agent of the Company or by reason of any action or inaction by him or her in any such capacity, against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding; provided that such indemnification shall only be provided if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful.

     (b) Indemnity in Derivative Actions. The Company shall indemnify Indemnitee if Indemnitee was or is a party to or threatened to be made a party to or otherwise involved in (as a witness or otherwise) any Proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that Indemnitee was or is an Agent of the Company or by reason of any action or inaction by him or her in any such capacity, against all Expenses actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding; provided that such indemnification shall only be provided if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; and provided, further, that no such indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company unless, and only to the extent that, the Delaware Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Delaware Court of Chancery or such other court shall deem proper.

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     (c) Partial Indemnification. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, Indemnitee shall be indemnified against Expenses actually and reasonably incurred in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify and hold harmless Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Agreement and without limiting the foregoing, if any Proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Company, (iii) a plea of guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and (v) with respect to any criminal Proceeding, an adjudication that Indemnitee had reasonable cause to believe Indemnitee’s conduct was unlawful, Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

     If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines or amounts paid in settlement incurred by him in the investigation, defense, settlement or appeal of a Proceeding but not entitled, however, to indemnification for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

     (d) Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, the Company will indemnify Indemnitee if and whenever he or she is a witness or is threatened to be made a witness to any Proceeding to which Indemnitee is not a party against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

     (e) Additional Indemnification. Notwithstanding any limitation in clauses (a), (b) and (c) of this Section 2, the Company shall indemnify Indemnitee against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of the fact that he or she is or was an Agent or by reason of anything done or not done by him or her in such capacity. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 5 and 6) to be unlawful.

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     (f) Consent to Settlement of Proceeding. The Company will not, without Indemnitee’s prior written consent (which will not be unreasonably withheld), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding in respect of which indemnification may be sought hereunder (whether or not Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of Indemnitee from any liabilities arising our of such Proceedings. The Company will not permit any such settlement, compromise, consent or termination to include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of Indemnitee, without Indemnitee’s prior written consent. Indemnitee will not, without the Company’s prior written consent (which will not be unreasonably withheld), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding referred to herein.

     Section 3. Contribution.

     (a) To the fullest extent permissible under applicable law, if the indemnification rights provided for in this Agreement are unavailable to Indemnitee in respect of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company, in lieu of indemnifying and holding harmless Indemnitee, shall contribute the amount of Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in such proportion as is appropriate to reflect the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and of Indemnitee, on the other, in connection with the events which resulted in such Expenses, judgments, fines, penalties and amounts paid in settlement, as well as any other relevant equitable considerations. The relative fault referred to above shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments, fines, penalties and amounts paid in settlement. The Company agrees that it would not be just and equitable if contribution pursuant to this subsection were determined by pro rata allocation or any other method of allocation that does not take account of the foregoing equitable considerations.

     (b) The Company hereby agrees to fully indemnify and hold harmless Indemnitee from any claims for contribution which may be brought by Agents of the Company other than Indemnitee who may be jointly liable with Indemnitee in respect of any Proceeding.

     Section 4. Advances of Expenses.

     (a) The Company shall pay all Expenses incurred by or on behalf of Indemnitee (or reasonably expected by Indemnitee to be incurred by or on behalf of Indemnitee within three months) in connection with any Proceeding to which Indemnitee is a party or is threatened to be made a party or in which Indemnitee is a witness, in either case by reason of the fact that Indemnitee is or was an Agent of the Company, in advance of the final disposition of such Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and

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without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Expenses payable by the Company in advance shall include (i) Expenses incurred pursuing a Proceeding to enforce the right to indemnification or advancement of expenses under this Agreement, the DGCL or otherwise or a right to D&O Insurance, and (ii) Expenses incurred preparing and forwarding statements to the Company to support the advances claimed.

     No such Expenses shall be paid by the Company unless Indemnitee delivers a written undertaking to the Company to repay any and all such Expenses advanced to him or her if, and to the extent that, it shall ultimately be determined by a court of competent jurisdiction from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the Company as authorized by this Agreement or otherwise. Any such repayment shall be made within 60 calendar days after the later of the conclusion of the corresponding Proceeding or such final determination that Indemnitee is not entitled to be so indemnified.

     The Company shall not impose on Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment. The advances to be made hereunder shall be paid by the Company to or on behalf of Indemnitee within 30 calendar days following delivery of a written request therefor by Indemnitee to the Company. The request shall reasonably evidence the Expenses incurred (or expected to be incurred) by Indemnitee in connection therewith. The Indemnitee’s entitlement to advancement of Expenses shall include those incurred in connection with any Proceeding by Indemnitee seeking a determination, adjudication or award in arbitration pursuant to this Agreement.

     (b) In the event the Company shall be obligated to pay the Expenses of Indemnitee with respect to a Proceeding, as provided in this Agreement, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (B) counsel to the Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding within 10 days after the delivery of the Company’s written notice to Indemnitee of its election to assume such defense, then the Expenses of Indemnitee’s counsel shall be at the expense of the Company, except as otherwise expressly provided by this Agreement. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for the

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Company or Indemnitee shall have reasonably made the conclusion provided for in clause (B) above.

     Section 5. Procedure for Indemnification.

     (a) Indemnitee shall, promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding with respect to which indemnification under this Agreement is being claimed, notify the Company. The notice shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Delay in so notifying the Company shall not constitute a waiver or release by Indemnitee or of any rights hereunder, except to the extent the Company does not otherwise have notice of such Proceedings and is prejudiced in its defense of such Proceeding as a result of such failure.

     (b) Any indemnification requested by Indemnitee under Section 2 hereof shall be made no later than 30 calendar days after receipt of the written request of Indemnitee, unless a determination is made within said 30-day period in accordance with Section 2 that Indemnitee is not entitled to indemnification by one of the following methods, which shall be at the election of Indemnitee: (i)  by a majority vote of Disinterested Directors, or (ii) in the event such a quorum is not obtainable or in the event of a Change in Control (other than a Change in Control that has been approved by a majority of the members of the Board who were directors immediately prior to such Change in Control), by Independent Counsel in a written opinion. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 30 calendar days after such determination.

     (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 5(b) above, the Independent Counsel shall be selected as provided in this Section 5(c). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 1(n) of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 1(n) of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been received, deliver to the Company or Indemnitee, as the case may be, a written objection to such selection; provided, however, that that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(n) of this Agreement, and such objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not

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serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction from which no appeal can be taken has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 5(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court of Chancery for resolution of any objection which shall have been made by the Company or Indemnitee, as the case may be, to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court of Chancery, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 5(b) above. Upon the delivery of its opinion pursuant to Section 5(b), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

     The Company agrees to pay (a) the reasonable Expenses of the Independent Counsel and (b) all of the Expenses of Indemnitee in connection with any Proceeding necessary to select the Independent Counsel.

     (d) Notwithstanding a determination under Section 5(b) above that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Delaware for the purpose of enforcing Indemnitee’s right to indemnification and advances pursuant to this Agreement, which determination shall be made de novo and Indemnitee shall not be prejudiced by reason of a determination under Section 5(b) that he or she is not entitled to indemnification or advances. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including the Board or Independent Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Board or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conduct. The Expenses incurred by Indemnitee in connection with successfully establishing Indemnitee’s right to indemnification or advances, in whole or in part, in any such Proceeding or otherwise shall also be indemnified by the Company.

     (e) If an initial determination is made or deemed to have been made pursuant to the terms of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in the absence of (i) a specific finding (which has become final) by a court of competent jurisdiction from which no appeal can be taken that all or any part of such indemnification is prohibited by law or (ii) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with Indemnitee’s request for indemnification.

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     (f) The Company shall pay interest to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies or is obliged to indemnify for the period commencing with the date on which Indemnitee requests indemnification, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.

     Section 6. Presumptions and Effect of Certain Proceedings.

     (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 5 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

     (b) If the person, persons or entity empowered or selected under Section 5 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within 30 days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a specific finding (which has become final) by a court of competent jurisdiction from which no appeal can be taken that all or any part of such indemnification is prohibited by law or (ii) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with Indemnitee’s request for indemnification, provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional 15 days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.

     (c) The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, (except as otherwise expressly provided in this Agreement) of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

     (d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected by the Company. The provisions of this Section 6(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the

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Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.

     (e) The knowledge and/or actions, or failure to act, of any other Agent of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

     Section 7. Indemnity Hereunder Not Exclusive. The provisions for indemnification and advancement of Expenses contained in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may have under any provision of law, the Certificate of Incorporation or Bylaws, any vote of stockholders or disinterested directors, other agreements, insurance, or other financial arrangements or otherwise, both as to action in his or her official capacity and as to action in another capacity while occupying his or her position as an Agent of the Company; provided, however, that in the case of any conflict between this Agreement, any provision of law, the Certificate of Incorporation or Bylaws, any vote of stockholders or disinterested directors, other agreements, insurance, or other financial arrangements or otherwise, then the conflict shall be resolved by applying the provisions in any of the foregoing that provide the broadest indemnification rights and most expeditious payment to Indemnitee. Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as an Agent of the Company and shall inure to the benefit of the heirs, devisees, executors, administrators and legal representatives of Indemnitee.

     Section 8. Insurance and Subrogation.

     (a) To the extent the Company maintains a policy or policies of insurance with reputable insurance companies providing the officers, directors and other Agents of the Company with coverage for liabilities arising out of their acts and/or omissions as Agents, or to ensure the Company’s performance of its indemnification obligations under this Agreement (collectively, “D&O Insurance”), Indemnitee shall be covered by such D&O Insurance in accordance with their terms to the maximum extent of the coverage available for any such officers, directors or other Agents under such D&O Insurance. If the Company has D&O Insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of a Proceeding, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the D&O Insurance. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such D&O Insurance. If the Company does not have D&O Insurance in effect at any time, the Company shall purchase six years of tail insurance to cover Indemnitee.

     (b) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights for the Company, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

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     (c) The Company reserves any rights to contribution it may have against any other Person against whom Indemnitee may also have rights of indemnity for Expenses with respect to Proceedings.

     Section 9. Limitation on Indemnification. Notwithstanding any other provision herein to the contrary, the Company shall not be obligated pursuant to this Agreement to indemnify Indemnitee for any Expenses incurred by Indemnitee:

     (a) for which payment has actually been received by or on behalf of Indemnitee under any D&O Insurance or other indemnity provision, except with respect to any excess beyond the amount actually received under any D&O Insurance, contract, agreement, other indemnity provision or otherwise; or

     (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law.

     Section 10. Duration and Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to Indemnitee to the fullest extent permitted by Delaware law from time to time. This Agreement shall continue so long as Indemnitee shall be subject to any possible Proceeding or able to incur any Expenses by reason of the fact that he or she is or was an Agent and shall be applicable to Proceedings commenced or continued after execution of this Agreement, whether arising from acts or omissions occurring before or after such execution.

     Section 11. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provisions held invalid, illegal or unenforceable.

     Section 12. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

     Section 13. Successor and Assigns. The terms of this Agreement (a) shall be binding upon the Company and its successors and assigns, including any acquiror of all or substantially all of the Company’s assets or business, any acquiror of more than 50% of the total voting power represented by the Company’s then Outstanding Voting Securities and any survivor of any merger or consolidation to which the Company is a party, provided that any such successor or

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assign shall expressly assume and agree to be bound by the terms of this Agreement, and (b) shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors, administrators and other legal representatives.

     Section 14. Notices. All notices or other communications provided for by this Agreement shall be made in writing and shall be deemed properly delivered when (i) delivered personally or by messenger (including air courier), or (ii) by the mailing of such notice to the party entitled thereto, by registered or certified mail, postage prepaid to the parties at the following addresses (or to such other addresses designated in writing by one party to the other):

Company:	GLG Partners, Inc.
	390 Park Avenue, 20th Floor
	New York, NY 10022
	Facsimile: (212) 224-7210
	Attention: General Counsel
Indemnitee:	The name and address set forth
	on the signature page hereof.

     Section 15. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

     Section 16. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any Proceeding which arises out of or relates to this Agreement and agree that any action instituted under or in connection with this Agreement shall be brought only in the state courts of the State of Delaware.

     Section 17. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original but both of which together will constitute one and the same instrument.

     Section 18. Enforcement. The Company shall be precluded from asserting in any Proceeding that the procedures and presumptions (or exclusion of presumptions) under or of this Agreement are not valid, binding and enforceable. The Company agrees that its execution of this Agreement shall constitute a stipulation by which it shall be irrevocably bound in any court of competent jurisdiction in which a Proceeding by Indemnitee for enforcement of his or her rights hereunder shall have been commenced, continued or appealed, that its obligations set forth in this Agreement are unique and special, and that failure of the Company to comply with the provisions of this Agreement will cause irreparable and irremediable injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity with respect to breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Company of its obligations under this Agreement.

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     Section 19. Headings. The section and subsection headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

[Signature page follows]

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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

Company:
GLG Partners, Inc.
By:
	Name:
	Title:
Indemnitee:
Name:
Address:

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EX-10.1.2

Exhibit 10.1.2

Schedule identifying agreements, entered into between GLG Partners, Inc. (the “Company”) and each of the following persons, substantially identical to the Indemnification Agreement constituting Exhibit 10.1.1.

1.	Noam Gottesman
2.	Emmanuel Roman
3.	Pierre Lagrange
4.	Paul Myners
5.	Peter Weinberg
6.	Ian Ashken
7.	Simon White
8.	Alejandro R. San Miguel
9.	Leslie J. Schreyer
10.	Victoria Parry

EX-10.2.1

Exhibit 10.2.1

GLG PARTNERS, INC.

2007 LONG-TERM INCENTIVE PLAN

U.S. RESTRICTED STOCK AGREEMENT

To:	Alejandro San Miguel
Date:	November 5, 2007

          In accordance with a determination of the Compensation Committee of the Board of Directors of GLG Partners, Inc. (the “Company”) on November 2, 2007 (the “Grant Date”), 253,631 shares (“Restricted Stock”) of Common Stock of the Company have been granted to you as Restricted Stock pursuant to Sub-Plan A (the “Sub-Plan”) of the Company’s 2007 Long-Term Incentive Plan (the “Plan”). For purposes of this agreement (the “Restricted Stock Agreement”), your Restricted Stock grant consists of Group A Restricted Stock (105,263 shares), Group B Restricted Stock (74,184 shares) and Group C Restricted Stock (74,184 shares). Capitalized terms used in this Restricted Stock Agreement but not otherwise defined shall have the meanings assigned to such terms in the Plan or the Sub-Plan.

          The shares of Restricted Stock have been granted to you on the Grant Date upon the following terms and conditions:

1. Definitions

(a)	“Acquisition Closing Date” means November 2, 2007.
(b)	“Cause” shall be deemed to exist if you at any time:

(i)	are guilty of gross misconduct, or commit a material breach of the Employment Agreement; or
(ii)	are in breach of regulatory requirements or internal compliance rules of the Company or its Subsidiaries that are applicable to you; or
(iii)	have your standing as an attorney who is a member of the bar of the State of New York suspended, disqualified, or otherwise terminated; or
(iv)	are investigated (which includes any informal or formal stage in any administrative, investigative, enforcement, adjudicative, disciplinary, or judicial investigation or proceeding, but excludes any such investigation or proceeding the subject of which is the Company or a Subsidiary and not you) by the Securities Exchange Commission in the United States, the Financial Services Authority in the United Kingdom, or another government agency or regulatory body in any relevant jurisdiction, in each case for a potential violation of insider trading rules, the Financial Services Authority’s Principles for Businesses, including, without limitation, Principle 1, or any similar rule governing the financial services business; provided that, if such investigation has been completed and results in a finding of no violation by you, then, to the extent that the Company or a Subsidiary has not yet exercised its right to terminate you

	with Cause as a result of such investigation, such investigation will no longer be grounds for the Company or a Subsidiary to terminate you with Cause; or
(v)	are guilty of gross negligence in connection with or affecting the business or affairs of the Company or its Subsidiaries for which you are required to perform duties; or
(vi)	are guilty of conduct that brings or is likely to bring you, the Company or any Subsidiary into disrepute; or
(vii)	are convicted of, or plead no contest to, a criminal offense other than a traffic-related offense for which a non-custodial penalty is imposed.

          Notwithstanding the foregoing, no action or inaction will be deemed to constitute “Cause” unless: (i) the Company gives reasonably detailed, written notice to you of the action or inaction alleged to constitute “Cause”; (ii) to the extent that such action or inaction can be cured, you are provided with thirty (30) days in which you may cure any such action or inaction that would otherwise constitute “Cause”; and (iii) you fail to cure such action or inaction during the thirty-day cure period, in which case your employment will be deemed to have terminated upon the expiration of such cure period unless the parties agree in writing to a different termination date.

          Notwithstanding anything in this Restricted Stock Agreement to the contrary, sub-clause (vi) of this paragraph 1(b) will only constitute “Cause” to the extent that your employment with the Company is terminated under sub-clause (vi) before the occurrence of a “Change of Control” (as defined in the Employment Agreement) and while Noam Gottesman serves as the Company’s Co-Chief Executive Officer or Chief Executive Officer. In all other circumstances, sub-clause (vi) will not be grounds to terminate your employment with the Company with Cause.

     (c) “Code” means the U.S. Internal Revenue Code of 1986, and any successor statute, as it or they may be amended from time to time.

     (d) “Disability” means any illness, injury, physical or mental disability or other incapacity which is certified and established by documented medical evidence reasonably satisfactory to the Compensation Committee of the Board of Directors as a result of which you shall fail to perform, after reasonable accommodation as required by law, the duties required of you by the Company or a Subsidiary during any six (6) consecutive months. In the event of a dispute as to whether you have a Disability, the Company may refer you to a licensed practicing physician of the Company’s choice, and you agree to submit to such tests and examinations as such physician shall deem appropriate. Notwithstanding the foregoing, the final determination that you have incurred a Disability will be made by the Company in its sole discretion.

     (e) “Employment Agreement” shall mean that certain employment agreement between you and the Company dated as of November 2, 2007.

     (f) “Good Reason” shall have the meaning given to such term in the Employment Agreement.

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     (g) “Non-Stock Dividends” means any dividends or distributions on or in respect of Restricted Stock, whether in cash or otherwise, other than Stock Dividends.

     (h) “Stock Dividends” means any dividends or distributions on or in respect of Restricted Stock in the form of additional shares of Common Stock, other securities of the Company or securities of another entity.

     (i) “Termination of Service” means (i) your termination of your employment as an employee of the Company or a Subsidiary for any reason, (ii) your termination of your services as a consultant or service provider to the Company or Subsidiary for any reason, or (iii) the Company or Subsidiary terminating your employment or services; provided that (A) death, (B) Disability, (C) a transfer from the Company to a Subsidiary or affiliate of the Company, whether or not incorporated, or vice versa, or from one Subsidiary or affiliate of the Company to another, (D) a change in status from an Employee to a Limited Partner, or vice versa, or (E) a leave of absence, duly authorized in writing by the Company, shall not be deemed a Termination of Service.

2. Earning of Restricted Stock

          You shall be deemed to have earned the Restricted Stock subject to this Restricted Stock Agreement as follows:

     Group A Restricted Stock

• 25% on the first anniversary of the Grant Date;

• 25% on the second anniversary of the Grant Date;

• 25% on the third anniversary of the Grant Date; and

• 25% on the fourth anniversary of the Grant Date.

     Group B Restricted Stock

• 25% on the second anniversary of the Grant Date;

• 25% on the third anniversary of the Grant Date;

• 25% on the fourth anniversary of the Grant Date; and

• 25% on the fifth anniversary of the Grant Date.

     Group C Restricted Stock

• 25% on the third anniversary of the Grant Date;

• 25% on the fourth anniversary of the Grant Date;

• 25% on the fifth anniversary of the Grant Date; and

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• 25% on the sixth anniversary of the Grant Date.

          Notwithstanding the foregoing, if one of the following events occurs earlier, then you shall be deemed to have earned 100% of the Restricted Stock subject to this Restricted Stock Agreement on the date of occurrence of such event: (a) your death or Disability; (b) Noam Gottesman no longer serving as Co-Chief Executive Officer or Chief Executive Officer of the Company, unless Noam Gottesman is no longer so serving due to his death or disability; or (c) the occurrence of a Change of Control (as defined in the Employment Agreement) and at any time thereafter the occurrence of Termination of Service either (i) because the Company has terminated your employment with the Company without Cause or (ii) by you for Good Reason. The accelerated earning of the Restricted Stock set forth in clause (c) of this paragraph is subject to the limitations and conditions set forth in Sections 8.7 and 8.9 of the Employment Agreement.

3. Retention of Certificates for Restricted Stock

          Certificates for the Restricted Stock and any Stock Dividends shall be delivered to and held by the Company, or shall be held in book-entry form subject to the Company’s instructions, until you shall have earned the Restricted Stock in accordance with the provisions of paragraph 2. To facilitate implementation of the provisions of this Restricted Stock Agreement, you undertake to sign and deposit with the Company’s Office of the Secretary (i) a Stock Transfer Power in the form of Attachment 1 hereto with respect to the Restricted Stock; (ii) a Dividend Order (with respect to Stock Dividends) in the form of Attachment 2 hereto; and (iii) such other documents appropriate to effectuate the purpose and intent of this Restricted Stock Agreement as the Company may reasonably request from time to time.

4. Non-Stock Dividends

          Non-Stock Dividends on the Restricted Stock held by you shall be paid to you as and when declared and paid by the Company, subject to applicable withholding. You shall not be entitled to any Dividend Equivalents in respect of Restricted Stock subject to this Restricted Stock Agreement.

5. Voting Rights

          Notwithstanding the retention by the Company of certificates (or the right to give instructions with respect to shares held in book-entry form) for the Restricted Stock and any Stock Dividends, you shall be entitled to vote the Restricted Stock and any Stock Dividends held by the Company in accordance with paragraph 3, unless and until such shares have been forfeited in accordance with paragraph 7.

6. Delivery of Earned Restricted Stock

          As promptly as practicable after you shall have been deemed to have earned the Restricted Stock in accordance with paragraph 2, the Company shall deliver to you (or in the event of your death, to your estate or any person who acquires your interest in the Restricted Stock by bequest or inheritance) the Restricted Stock earned, together with any Stock Dividends earned then held by the Company (or subject to its instructions).

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7. Forfeiture of Unearned Restricted Stock and Stock Dividends

          Notwithstanding any other provision of this Restricted Stock Agreement, (a) if at any time it shall become impossible for you to earn any of the Restricted Stock in accordance with this Restricted Stock Agreement, or (b) unless determined otherwise by the Compensation Committee of the Board of Directors, in the event of a Termination of Service by the Company for Cause, all the Restricted Stock, together with any Stock Dividends relating to the unearned stock, then being held by the Company (or subject to its instructions) in accordance with paragraph 3 shall be forfeited, and you shall have no further rights of any kind or nature with respect thereto. Upon any such forfeiture, the Restricted Stock, together with any Stock Dividends relating to the unearned Restricted Stock, shall be transferred to the Company.

8. Accredited Investors; Investment Intent

          You represent and warrant that (a) you are an accredited investor as such term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and (b) you are acquiring the Restricted Stock pursuant to this Restricted Stock Agreement for your own account for investment purposes only and not with a view to, or for sale or resale in connection with, any public distribution thereof or with any present intention of selling, distributing or otherwise disposing of any of such shares in violation of the Securities Act.

9. Transferability

          Except as otherwise provided in the Sub-Plan, this grant is not transferable by you and the Restricted Stock, any Non-Stock Dividends and any Stock Dividends shall be deliverable, during your lifetime, only to you.

10. Withholding

          The Company shall have the right, in connection with the delivery of the Restricted Stock and any Non-Stock Dividends and Stock Dividends (and interest thereon) subject to this Restricted Stock Agreement, (i) to deduct from any payment otherwise due by the Company to you or any other person receiving delivery of the Restricted Stock and any Non-Stock Dividends and Stock Dividends (and interest thereon) an amount equal to the taxes required to be withheld by law with respect to such delivery, (ii) to require you or any other person receiving such delivery to pay to it an amount sufficient to provide for any such taxes so required to be withheld or (iii) to sell for fair market value such number of the Restricted Stock and any Stock Dividends as may be necessary so that the net proceeds of such sale shall be an amount sufficient to provide for any such taxes so required to be withheld. Notwithstanding the foregoing, in the event that you make an effective election pursuant to Section 83(b) of the Code with respect to the Restricted Stock or any Stock Dividends, the Company shall require you to deliver to the Company concurrently with such election, (1) a copy of the election, and (2) payment of the amount that is equal to the taxes required to be withheld pursuant to such election.

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11. Securities Laws Requirements

          The Company shall not be obligated to transfer any Stock to you free of the restrictive legend in the form of Attachment 3 hereto or of any other restrictive legend, if such transfer, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time).

12. No Obligation to Register

          The Company shall be under no obligation to register the Restricted Stock or any Stock Dividends pursuant to the Securities Act or any other federal or state securities laws. The Company shall not be obligated to deliver any shares until they have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange upon which are listed outstanding shares of the same class as that of the shares subject to this award and until there have been compliance with such laws and regulations as the Company may deem applicable.

13. Protections Against Violations of Agreement

          No purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any of the Restricted Stock by any holder thereof in violation of the provisions of this Restricted Stock Agreement will be valid, and the Company will not transfer any of said Restricted Stock on its books nor will any such Restricted Stock be entitled to vote, nor will any distributions be paid thereon, unless and until there has been full compliance with said provisions to the satisfaction of the Company. The foregoing restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce said provisions.

14. Failure to Enforce Not a Waiver

          The failure of the Company to enforce at any time any provision of this Restricted Stock Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

15. Survival of Terms

          This Restricted Stock Agreement shall apply to and bind you and the Company and your and its respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors.

16. Counterparts

          This Restricted Stock Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

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17. Severability

          Should any provision of this Restricted Stock Agreement be held by a court of competent jurisdiction to be unenforceable, or enforceable only if modified, such holding shall not affect the validity of the remainder of this Restricted Stock Agreement, the balance of which shall continue to be binding upon the parties hereto with any such modification (if any) to become a part hereof and treated as though contained in this original Restricted Stock Agreement. Moreover, if one or more of the provisions contained in this Restricted Stock Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable, in lieu of severing such unenforceable provision, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear, and such determination by such judicial body shall not affect the enforceability of such provisions or provisions in any other jurisdiction.

18. Acceptance

          You hereby acknowledge receipt of a copy of the Plan, the Sub-Plan and this Restricted Stock Agreement. You have read and understand the terms and provisions of the Plan, the Sub-Plan and this Restricted Stock Agreement, and accept the Restricted Stock subject to all the terms and conditions of the Plan, the Sub-Plan and this Restricted Stock Agreement. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Compensation Committee of the Board of Directors upon any questions arising under this Restricted Stock Agreement. This Restricted Stock award can be accepted by signing your name in the space provided on the copy of this Restricted Stock Agreement enclosed herewith and causing it to be delivered to Alejandro San Miguel, General Counsel and Corporate Secretary of the Company, at 390 Park Avenue, 20th Floor, New York, NY 10022, on or before the 5th day after the date of this Restricted Stock Agreement (subject to any reasonable extension that the Company may provide), together with the attached Stock Power and Dividend Order. If the Company does not have your properly signed copy of this Restricted Stock Agreement, Stock Power and Dividend Order in hand before the close of business on the 5th day after the date of this Restricted Stock Agreement (subject to any reasonable extension that the Company may provide), then, anything in this Restricted Stock Agreement to the contrary notwithstanding, your right to receive the award will terminated and be of no effect.

19. Applicable Law

          This Restricted Stock Agreement and the Company’s obligation to deliver Restricted Stock and any Stock Dividends and Non-Stock Dividends (and interest thereon) hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Delaware and the Federal law of the United States.

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GLG PARTNERS, INC.
By:	/s/ Noam Gottesman
	Name: Noam Gottesman
	Title: Co-Chief Executive Officer

Accepted and agreed as of the date set forth above.
/s/ Alejandro San Miguel
Alejandro San Miguel
Address:	159 Woodland Road
	Madison, NJ 07940
Social Security No:      ###-##-####

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Attachment 1

     STOCK TRANSFER POWER SEPARATE FROM CERTIFICATE

     FOR VALUE RECEIVED, I, Alejandro San Miguel, hereby sell, assign and transfer unto GLG Partners, Inc. (GLG) (i) the                      shares (the Shares) of the Common Stock of GLG standing in my name on the books of GLG represented in book-entry form or by Certificate No.                      herewith, granted to me on November 2, 2007, as Restricted Stock under GLG’s 2007 Long-Term Incentive Plan, and (ii) any additional shares of GLG’s Common Stock, other securities issued by GLG or securities of another entity (Stock Dividends) distributed, paid or payable on or in respect of the Shares and Stock Dividends during the period the Shares and Stock Dividends are held by GLG pursuant to a certain Restricted Stock Agreement dated November 2, 2007 with respect to the Shares; and I do hereby irrevocably constitute and appoint                     , attorney with full power of substitution in the premises to transfer the Shares on the books of GLG.

Dated:                     , 2007

(Signature)

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Attachment 2

Send To:                                                            

DIVIDEND ORDER

Date:                               

     Until this order shall be revoked in writing by the undersigned with the written consent of the Secretary or an Assistant Secretary of GLG Partners, Inc. (“GLG”), please comply with the following instructions:

1. All dividends or other distributions in the form of additional shares of Common Stock, other securities of GLG or securities of another company (“Stock Dividends”) paid or made on all shares of Restricted Stock of GLG awarded to the undersigned under the 2007 Restricted Stock Plan and all rights, notices and other communications (other than proxy statements and proxies) pertaining to the Restricted Stock are to be registered, payable and/or mailed as follows:

Alejandro San Miguel

c/o GLG Partners, Inc.

390 Park Avenue, 20th Floor

New York, NY 10022

Tax Identification No.:                     

     2. All proxy statements, proxies and related materials pertaining to the above account are to be mailed to the undersigned at the following address:

Alejandro San Miguel

[Address]

     3. All cash dividends pertaining to the Restricted Stock will be sent to the address set forth in paragraph 2 above, unless otherwise indicated below:

Address:

     THIS ORDER MUST BE SIGNED BY ALL REGISTERED OWNERS:

Name: Alejandro San Miguel
SIGNATURE(S) GUARANTEED:
GLG PARTNERS, INC.
By:
	Name:
	Title:

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Attachment 3

Certificates of common stock of the Company shall have impressed on, printed on, written on or otherwise affixed to them the following legend:

     THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER (THE “RESTRICTIONS”) AS SET FORTH IN THE GLG PARTNERS, INC. 2007 LONG-TERM INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND GLG PARTNERS, INC. ANY ATTEMPT TO DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT AND SHALL RESULT IN THE FORFEITURE OF SUCH SHARES AS PROVIDED BY SUCH PLAN AND AGREEMENT.

     THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS FOR SALE OR RESALE. THESE SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES UNTIL SO REGISTERED OR EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF AN INVESTMENT IN THESE SHARES FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SHARES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Confirmations and account statements sent to holders of shares of common stock of the Company in book-entry form shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend:

     THE SHARES OF COMMON STOCK TO WHICH THIS STATEMENT RELATES ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER (THE “RESTRICTIONS”) AS SET FORTH IN THE GLG PARTNERS, INC. 2007 LONG-TERM INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND GLG PARTNERS, INC. ANY ATTEMPT TO DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT AND SHALL RESULT IN THE FORFEITURE OF SUCH SHARES AS PROVIDED BY SUCH PLAN AND AGREEMENT.

     THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED

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WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS FOR SALE OR RESALE. THESE SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES UNTIL SO REGISTERED OR EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF AN INVESTMENT IN THESE SHARES FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SHARES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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EX-16.1

Exhibit 16.1

[Rothstein, Kass & Company, P.C. Letterhead]

November 2, 2007

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

RE: Freedom Acquisition Holdings, Inc. (Commission File No. 0001365790)

We have read the statements that we understand Freedom Acquisition Holdings, Inc. will include under Item 4 of the Form 8-K report it will file regarding the recent change of auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with other statements made under Item 4.

Yours truly,

/s/ Rothstein, Kass & Company, P.C.

Rothstein, Kass & Company, P.C.

EX-99.1

Exhibit 99.1

INDEX TO FINANCIAL STATEMENTS

	Page
GLG
Report of Independent Registered Public Accounting Firm		F-2
Combined Balance Sheets as of September 30, 2007 (unaudited) and December 31, 2006 and 2005		F-3
Combined Statements of Operations for the nine months ended September 30, 2007 and 2006 (unaudited) and the years ended December 31, 2006, 2005 and 2004		F-4
Combined Statements of Changes in Members’ Equity for the nine months ended September 30, 2007 (unaudited) and the years ended December 31, 2006, 2005 and 2004		F-5
Combined Statements of Cash Flows for the nine months ended September 30, 2007 and 2006 (unaudited) and the years ended December 31, 2006, 2005 and 2004		F-6
Notes to Combined Financial Statements		F-7

F-1

Report of Independent Registered Public Accounting Firm

TO the Directors and existing equity holders (Principals, Trustees and Non-Controlling Interest Holders) of GLG Partners LP, GLG Partners Limited, GLG Holdings Limited, GLG Partners Asset Management Limited, GLG Partners Services LP, GLG Partners Services Limited, GLG Partners (Cayman) Limited, GLG Partners Corp, Laurel Heights LLP, Lavender Heights LLP, Mount Granite Limited, Mount Garnet Limited, Albacrest Corporation and Betapoint Corporation

We have audited the accompanying combined balance sheets of the entities listed above as of December 31, 2006 and 2005, and the related combined statements of operations, changes in members’ equity and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the management of the above listed entities. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States (“US”)). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the internal control over financial reporting of the above listed entities. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting of the above listed entities. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of the above listed entities at December 31, 2006 and 2005, and the combined results of their operations and their combined cash flows for each of the three years in the period ended December 31, 2006, in conformity with US generally accepted accounting principles.

/s/ Ernst & Young LLP

London, England

August 24, 2007,

except for Note 12, as to which the date is

November 8, 2007

F-2

GLG

COMBINED BALANCE SHEETS

(US dollars in thousands)

	As of
	September 30,		As of December 31,
	2007		2006		2005
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	391,732	$	273,148	$	236,261
Fees receivable		40,687		251,963		246,179
Prepaid expenses and other assets		32,647		25,944		9,385
Total Current Assets		465,066		551,055		491,825
Non-Current Assets
Investments		163		201		225
Property and equipment (net of accumulated depreciation and amortization of $11,669, $10,117 and $8,243 respectively)		8,966		6,121		3,290
Total Non-Current Assets		9,129		6,322		3,515
Total Assets	$	474,195	$	557,377	$	495,340
Liabilities and Members’ Equity
Current Liabilities
Rebates and sub-administration fees payable	$	19,473	$	19,146	$	15,436
Accrued compensation and benefits		63,199		102,507		247,745
Income taxes payable		19,038		25,094		21,712
Distributions payable		71,311		9,310		1,125
Accounts payable and other accruals		14,753		19,716		14,723
Other liabilities		3,654		5,100		—
Total Current Liabilities		191,428		180,873		300,741
Non-Current Liabilities
Loan payable		13,000		13,000		13,000
Minority Interest		2,031		1,552		1,370
Total Non-Current Liabilities		15,031		14,552		14,370
Commitments and Contingencies		—		—		—
Total Liabilities		206,459		195,425		315,111
Members’ Equity
Members’ equity		264,081		359,046		179,167
Accumulated other comprehensive income		3,655		2,906		1,062
Total Members’ Equity		267,736		361,952		180,229
Total Liabilities and Members’ Equity	$	474,195	$	557,377	$	495,340

The accompanying notes are an integral part of these combined financial statements.

F-3

GLG

COMBINED STATEMENTS OF OPERATIONS

(US dollars in thousands)

	Nine Months Ended
	September 30,						Years Ended December 31,
	2007			2006			2006			2005			2004
	(Unaudited)			(Unaudited)
Net revenues and other income
Management fees, net	$	198,892		$	129,981		$	186,273		$	137,958		$	138,988
Performance fees, net		343,835			177,047			394,740			279,405			178,024
Administration fees, net		42,986			25,050			34,814			311			—
Transaction charges		—			—			—			184,252			191,585
Other		7,875			1,883			5,039			1,476			6,110
Total net revenues and other income		593,588			333,961			620,866			603,402			514,707
Expenses
Employee compensation and benefits		(110,526	)		(118,194	)		(168,386	)		(345,918	)		(196,784	)
General, administrative and other		(79,634	)		(43,721	)		(68,404	)		(64,032	)		(42,002	)
		(190,160	)		(161,915	)		(236,790	)		(409,950	)		(238,786	)
Income from operations		403,428			172,046			384,076			193,452			275,921
Interest income, net		4,694			3,603			4,657			2,795			519
Income before income taxes		408,122			175,649			388,733			196,247			276,440
Income taxes		(33,020	)		(14,803	)		(29,225	)		(25,345	)		(48,372	)
Net income		375,102			160,846			359,508			170,902			228,068
Less minority interest		(479	)		(267	)		(182	)		(652	)		(329	)
Net income applicable to equity interest holders	$	374,623		$	160,579		$	359,326		$	170,250		$	227,739

The accompanying notes are an integral part of these combined financial statements.

F-4

GLG

COMBINED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

(US dollars in thousands)

							Total
	Members’			Accumulated Other			Members’
	Equity			Comprehensive Income			Equity
Balance as of January 1, 2004	$	110,903		$	1,819		$	112,722
Comprehensive income
Net income attributable to Members		227,739			—			227,739
Foreign currency translation		—			718			718
Total comprehensive income		227,739			718			228,457
Distributions to Principals and Trustees		(223,199	)		—			(223,199	)
Distributions to Non-Controlling Interest Holders		—			—			—
Balance as of December 31, 2004		115,443			2,537			117,980
Comprehensive income
Net income attributable to Members		170,250			—			170,250
Foreign currency translation		—			(1,475	)		(1,475	)
Total comprehensive income		170,250			(1,475	)		168,775
Capital contributions		5			—			5
Distributions to Principals and Trustees		(106,531	)		—			(106,531	)
Distributions to Non-Controlling Interest Holders		—			—			—
Balance as of December 31, 2005		179,167			1,062			180,229
Comprehensive income
Net income attributable to Members		359,326			—			359,326
Foreign currency translation		—			1,844			1,844
Total comprehensive income		359,326			1,844			361,170
Capital contributions		914			—			914
Distributions to Principals and Trustees		(165,705	)		—			(165,705	)
Distributions to Non-Controlling Interest Holders		(14,656	)		—			(14,656	)
Balance as of December 31, 2006		359,046			2,906			361,952
(unaudited)
Comprehensive income
Net income attributable to Members		374,623			—			374,623
Foreign currency translation		—			749			749
Total comprehensive income		374,623			749			375,372
Capital Contributions		487			—			487
Distributions to Principals and Trustees		(254,331	)		—			(254,331	)
Distributions to Non-Controlling Interest Holders		(215,744	)		—			(215,744	)
Balance as of September 30, 2007	$	264,081		$	3,655		$	267,736

The accompanying notes are an integral part of these combined financial statements.

F-5

GLG

COMBINED STATEMENTS OF CASH FLOWS

(US dollars in thousands)

	Nine Months Ended
	September 30,						Years Ended December 31,
	2007			2006			2006			2005			2004
	(Unaudited)			(Unaudited)
Cash Flows From Operating Activities
Net income	$	375,102		$	160,846		$	359,508		$	170,902		$	228,068
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,552			1,171			1,874			1,685			2,347
Cash flows due to changes in
Fees receivable		211,275			222,950			(5,784	)		(82,944	)		(24,132	)
Investments		38			32			24			34			(25	)
Prepaid expenses and other assets		(6,703	)		(5,746	)		(16,559	)		(3,006	)		5,657
Rebates and sub-administration fees payable		327			(3,296	)		3,710			6,201			(1,358	)
Accrued compensation and benefits		(39,308	)		(187,435	)		(145,238	)		121,894			100,812
Income taxes payable		(6,056	)		(5,973	)		3,382			(9,901	)		(3,025	)
Distributions payable		—			—			8,185			—			1,125
Accounts payable and other accruals		(4,963	)		2,625			4,993			3,654			(13,378	)
Other liabilities		(1,446	)		3,972			5,100			—			—
Net cash provided by operating activities		529,818			189,146			219,195			208,519			296,091
Cash Flows From Investing Activities
Purchase of property and equipment		(4,397	)		(1,728	)		(4,704	)		(634	)		(2,887	)
Net cash used in investing activities		(4,397	)		(1,728	)		(4,704	)		(634	)		(2,887	)
Cash Flows From Financing Activities
Capital contributions		487			817			914			5			—
Distributions to Principals and Trustees		(254,331	)		(148,533	)		(165,706	)		(106,531	)		(222,074	)
Distributions to Non-Controlling Interest Holders		(153,742	)		(4,407	)		(14,656	)		—			—
Net cash used in financing activities		(407,586	)		(152,123	)		(179,448	)		(106,526	)		(222,074	)
Net increase in cash and cash equivalents		117,835			35,295			35,043			101,359			71,130
Effect of foreign currency translation on cash		749			1,154			1,844			(1,476	)		(407	)
Cash and cash equivalents at beginning of period		273,148			236,261			236,261			136,378			65,655
Cash and cash equivalents at end of period	$	391,732		$	272,710		$	273,148		$	236,261		$	136,378
Supplementary cash flow disclosure
Interest paid	$	(608	)	$	(528	)	$	(766	)	$	(534	)	$	(291	)
Income taxes paid		(29,963	)		(20,775	)		(22,754	)		(35,245	)		(51,397	)

The accompanying notes are an integral part of these combined financial statements.

F-6

GLG
Notes to the Combined Financial Statements
(US Dollars in thousands)

1.   Organization and Basis of Presentation

GLG is a leading alternative asset manager based in London which offers its clients a broad range of investment products and account management services. GLG’s primary business is to provide investment management advisory services for various investment funds and companies (the “GLG Funds”). GLG derives revenue primarily from management fees and administration fees charged to the GLG Funds and accounts it manages based on the value of assets in these funds and accounts, and performance fees charged to the GLG Funds and accounts it manages based on the performance of these funds and accounts. GLG was founded in September 1995 as a division of Lehman Brothers International (Europe) and became a separate legal entity in September 2000, with a subsidiary of Lehman Brothers Holdings Inc. initially holding a 20% (currently 15.3%) minority interest in GLG. Lehman is amongst a wide range of service providers who provide, on an arm’s-length basis, brokering and other services to GLG’s Funds.

GLG is comprised of all of the entities (the “GLG Entities”) engaged in the above business under common control or management of the three managing directors of GLG, Noam Gottesman, Pierre Lagrange and Emmanuel Roman (the “Principals”) and Leslie J. Schreyer in his capacity as trustee of the Gottesman GLG Trust, G&S Trustees Limited, in its capacity as trustee of the Lagrange GLG Trust and Jeffrey A. Robins, in his capacity as trustee of the Roman GLG Trust (the “Trustees”), which are trusts established by each of the principals for the benefit of himself and his respective family. In particular, the GLG Entities combined in these financial statements are GLG Partners LP, GLG Partners Limited, GLG Holdings Limited, GLG Partners Asset Management Limited, GLG Partners Services LP, GLG Partners Services Limited, GLG Partners (Cayman) Limited, GLG Partners Corp, Laurel Heights LLP, Lavender Heights LLP, Mount Granite Limited, Mount Garnet Limited, GLG Holdings Inc., GLG Inc, Albacrest Corporation, Betapoint Corporation, Sage Summit LP, Sage Summit Ltd, Blue Hill Summit Ltd, Lavender Heights Capital LP and Green Hill Summit Ltd.

GLG consolidates GLG Holdings Inc. and GLG Inc. pursuant to the requirements of Financial Accounting Standards Board (“FASB”) Interpretation No. 46, Consolidation of Variable Interest Entities, since they are variable interest entities and GLG is the Primary Beneficiary. GLG Holdings Inc. is the holding company (and acts solely as a holding company) for GLG Inc., an independently owned dedicated research and administrative services provider based in New York with 29 personnel. GLG Inc. provides dedicated research and administrative services to GLG Partners LP with respect to GLG’s U.S.-focused investment strategies. The consolidated assets of GLG Holdings Inc. and GLG Inc. include total assets of $2,935, $6,189, and $8,432 as at December 31, 2004, 2005 and 2006, respectively, and $7,785 and $10,147 as at September 30, 2006 and 2007, respectively.

On January 1, 2002, the share capital of GLG Inc. was transferred from GLG Partners Services Ltd. to GLG Holdings, Inc., a holding company and a wholly-owned subsidiary of an unaffiliated Bermuda charitable foundation. Also, on this date GLG Inc. and GLG Partners LP entered into a new service agreement for the provision of research services by GLG Inc. The principal terms of the service agreement are such that GLG maintains significant continuing involvement with GLG Inc. and the ability to influence its financial and operating policies. Therefore, this transaction has not been recognized as a divestiture for accounting purposes only. GLG Holdings Inc. funded the acquisition of GLG Inc. with promissory notes now held by GLG Partners Services LP. GLG Inc. issued additional promissory notes now held by GLG Partners Services LP to fund its operations. The promissory notes issued by GLG Holdings Inc. are secured by the pledge of 100% of the issued and outstanding share capital of GLG Inc. in favor of GLG Partner Services LP pursuant to a pledge agreement.

Beginning in mid-2006, GLG entered into partnership with a number of its key personnel in recognition of their importance in creating and maintaining the long-term value of GLG. These individuals ceased to be employees and either became holders of direct or indirect limited partnership interests in GLG or formed two

F-7

GLG
Notes to the Combined Financial Statements (continued)
(US Dollars in thousands)

limited liability partnerships (“LLPs”) through which they provide services to GLG. Through these partnership interests and under the terms of service agreements between GLG and the LLPs, these individuals are entitled to a priority drawing and an additional share of the profits earned by certain GLG Entities. Such individuals are referred to as “Non-Controlling Interest Holders”.

In March and June 2007, Laurel Heights LLP and Lavender Heights LLP issued equity interests to two limited partnerships, Sage Summit LP and Lavender Heights Capital LP, respectively, in which certain key personnel of GLG became holders of indirect limited partnership interests in GLG. Pursuant to a Sharing Agreement among certain equity holders of the GLG Entities, Sage Summit LP and Lavender Heights Capital LP are entitled, through their equity interests in Laurel Heights LLP and Lavender Heights LLP to receive 15% collectively of the proceeds derived from an initial public offering relating to GLG or a third party sale of GLG.

These combined financial statements are presented in US Dollars ($) prepared under US generally accepted accounting principles (“US GAAP”) in connection with the proposed acquisition of GLG by Freedom Acquisition Holdings Inc. (“Freedom”) a US listed Special Purpose Acquisition Company as described in Note 12. This transaction contemplates that Freedom will be the ultimate parent company of the GLG Entities.

GLG operates in one business segment, the management of global funds and accounts. GLG uses a multi-strategy approach, offering over forty funds across equity, credit convertible and emerging markets products. GLG has determined that it does not own a substantive, controlling interest in any of the investment funds it manages and as a result no investment funds are required to be consolidated by GLG.

The condensed combined financial statements as of September 30, 2007 and for the nine months ended September 30, 2006 and 2007 are unaudited and, in the opinion of management, contain all adjustments (consisting only of adjustments of a normal recurring nature) necessary to present fairly the financial position, results of operations and cash flows of GLG. Operating results for the nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2007.

2.   Summary of Significant Accounting Policies

Principles of Combination

These financial statements combine those entities in which the three Principals and the Trustees have control over significant operating, financial or investing decisions of the entity. GLG combines certain entities it controls through a majority voting interest or otherwise in which the managing partners are presumed to have control over them pursuant to FASB Emerging Issues Task Force (“EITF”) Issue No. 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights (“EITF 04-5”). All intercompany transactions and balances among the GLG Entities have been eliminated.

Minority Interest relates to the equity of GLG Holdings Inc. and GLG Inc., entities in which GLG does not own any interests.

Members Equity is a combination of equity ownerships of Principals, Trustees and Non-Controlling Interest Holders of the GLG Entities.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of

F-8

GLG
Notes to the Combined Financial Statements (continued)
(US Dollars in thousands)

revenues, expenses and other income during the reporting periods. Actual results could differ materially from those estimates.

Revenue Recognition

Management fees are calculated as a percentage of net assets under management in the funds managed by GLG based upon the contractual terms of investment advisory and related agreements and recognized as earned as the related services are performed. These fees are generally payable on a monthly basis, one month in arrears.

Performance fees are calculated as a percentage of investment gains (which includes both realized and unrealized gains) less management and administration fees, subject in certain cases to performance hurdles, over a measurement period, generally six months. GLG has elected to adopt the preferred method of recording performance fee income, Method 1 of EITF Topic D-96, Accounting for Management Fees Based on a Formula (“Method 1”). Under Method 1, GLG does not recognize performance fee revenues and related compensation until the end of the measurement period when the amounts are contractually payable, or crystallized.

The majority of the investment funds and accounts managed by GLG have contractual measurement periods that end on each of June 30 and December 31. As a result, the performance fee revenues for GLG’s first fiscal quarter and third fiscal quarter results do not reflect revenues from uncrystallized performance fees during these three-month periods and will be reflected instead at the end of the fiscal quarter in which such fees crystallize.

In certain cases, GLG may rebate a portion of its gross management and performance fees in order to compensate third-party institutional distributors for marketing GLG products and, in a limited number of cases, in order to incentivize clients to invest in funds managed by GLG. Such arrangements are generally priced at a portion of GLG’s management and performance fees paid by the fund. GLG accounts for rebates in accordance with EITF No. 99-19 Reporting Revenue Gross as a Principal versus Net as an Agent (“EITF 99-19”), and has recorded its revenues net of rebates. In addition most funds managed by GLG have share classes with distribution fees that are paid to third party institutional distributors.

Administration fees are calculated in a similar basis as management fees and are recognized as revenue as the related services are performed. From its gross administration fees, GLG pays sub-administration fees to third-party administrators and custodians. In accordance with EITF 99-19 the administration fees are recognized net of sub-administration fees.

Rebates and sub-administration fees on the balance sheet represent amounts payable under the rebate and sub-administration fee arrangements described above.

Prior to 2005, GLG levied transaction charges on certain of the funds it managed, with respect to certain investment types, on a per-trade basis. Beginning in 2005, GLG ceased levying transaction charges and increased administration fee rates for these funds, which now include a portion retained by GLG. This transition was effected on a fund-by-fund basis, with GLG ceasing to levy transaction charges on all funds by the end of 2005, and administration fees being introduced to the majority of the funds managed by GLG in 2006.

Where a single-manager alternative strategy fund or internal FoHF managed by GLG invests in an underlying single-manager alternative strategy fund managed by GLG, the “investing fund” is the top-level GLG Fund into which a client invests and the “investee fund” is the underlying GLG Fund into which the investing fund allocates funds for investment. When one of the single-manager alternative strategy funds or

F-9

GLG
Notes to the Combined Financial Statements (continued)
(US Dollars in thousands)

internal FoHFs managed by GLG invests in an underlying single-manager alternative strategy fund managed by GLG:

•  management fees are charged at the investee fund level. In addition, management fees are charged on the following GLG Funds at the investing fund level: (1) GLG Multi Strategy Fund; and (2) Prime GLG Diversified Fund;

•  performance fees are charged at the investee fund level. In addition, performance fees are charged on the following GLG Funds at the investing fund level: (1) Prime GLG Diversified Fund; and (2) GLG Global Aggressive Fund to the extent that the performance fee at the investing fund level exceeds the performance fee at the investee fund level; and

•  administration fees are charged at both the investing and investee fund levels.

  Employee compensation and benefits

The components of employee compensation and benefits are:

•  Base compensation— fixed contractual base payments made to personnel. This compensation is paid to employees in the form of base salary. Base compensation is generally paid monthly and the expense is recognized as the amounts are paid.

•  Variable compensation— payments that arise from the contractual entitlements of personnel to a fixed percentage of certain variable fee revenues attributable to such personnel with respect to GLG Funds and managed accounts. These amounts are paid to employees in the form of variable salary. Variable compensation expense is recognized at the same time as the underlying fee revenue is crystallized, which may be monthly or semi-annually (on June 30 and December 31), depending on the fee revenue source.

•  Discretionary compensation— payments that are determined by GLG’s management in its sole discretion and are generally linked to performance of GLG and to performance of the individual during the year. In determining such payments, GLG’s management considers, among other factors, the ratio of total discretionary compensation to total revenues; however, this ratio may vary between periods and, in particular, significant discretionary bonuses may still be paid in a period of low performance for personnel retention and incentivization purposes. This discretionary compensation is paid to employees in the form of a discretionary cash bonus. Discretionary compensation is generally declared and paid following the end of each calendar year. However, the notional discretionary compensation charge accrual is adjusted monthly based on the year-to-date profitability and revenues recognized on a year-to-date basis. As the majority of funds crystallize their performance fees at June 30 and December 31, the majority of discretionary compensation expense is generally crystallized at year end and typically paid in January following year end.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, demand deposits and highly liquid investments including money market accounts with original maturities of three months or less. Due to the short term nature of these deposits and investments, their carrying values approximate their fair values.

Investments

Investments represent GLG’s initial capital contribution made to certain GLG Funds. The investments are recorded at cost, which approximates to their fair value. GLG does not have significant influence over these investments.

F-10

GLG
Notes to the Combined Financial Statements (continued)
(US Dollars in thousands)

Property and Equipment

Property and Equipment consists of furniture, fixtures, equipment, computer hardware and software, and leasehold improvements and are recorded at cost less accumulated depreciation and amortization. Depreciation is recognized on a straight-line basis over the estimated useful lives:

	Useful Lives
Furniture	5 years
Equipment	5 years
Leasehold Improvements	10 years or remaining lease term, whichever is shorter

Fair Value of Financial Instruments

Financial instruments consist of cash, cash equivalents, investments, fees receivable, rebates and sub-administration fees payable, accrued compensation and benefits, income taxes payable, distributions payable, accounts payable and other accruals, other liabilities and loan payable. The carrying amounts of these financial instruments approximates their fair values due either to their short-term nature or, in the case of loan payable, to the variable interest rate that approximates prevailing market rates.

Foreign Currency Transactions and Translations

Transactions denominated in currencies other than the functional currency of the related entity are recorded by remeasuring them in the functional currency of the related entity using the foreign exchange rate on the date of the transaction. At the dates of the combined balance sheets, monetary assets and liabilities, such as receivables and payables, are reported using the period-end spot foreign exchange rates. Foreign exchange rate differences are recorded in the combined statement of operations.

For the purpose of consolidation, the assets and liabilities of the GLG Entities with functional currencies other than US Dollars are translated into US Dollar equivalents using period-end spot foreign exchange rates, whereas revenues and expenses are translated using the weighted-average foreign exchange rate for the period. Translation adjustments arising from consolidation are included in Accumulated other comprehensive income (“AOCI”) within Total Members Equity.

Comprehensive Income

Comprehensive Income consists of Net Income and Other Comprehensive Income. GLG’s Other Comprehensive Income is comprised of foreign currency cumulative translation adjustments. This relates to GLG Entities whose functional currencies are not in US Dollars. There was no income tax expense related to items of other comprehensive income.

Interest Income, net

Interest income and expense are recognized on the accruals basis.

Income Taxes

Certain of the GLG Entities combined in these financial statements are subject to UK, Irish and US income taxes. GLG accounts for these taxes using the asset and liability method in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109 (“SFAS 109”), Accounting for Income Taxes under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established when management believes it is more likely than not that some or all of the deferred tax asset will not be realized.

F-11

GLG
Notes to the Combined Financial Statements (continued)
(US Dollars in thousands)

Distributions

Distributions by GLG to Principals and Trustees are recognized when declared. Distributions to Non-Controlling Interest Holders consist of a priority drawing, which is recognized in the period in which it is payable and an additional profit share, which is recognized in the period in which it is declared.

Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (the “FASB”) issued SFAS No. 123 (R), Share-Based Payment (“SFAS 123 (R)”), which requires all equity-based payments to employees to be recognized using a fair value based method. On January 1, 2006, GLG adopted SFAS 123 (R) using the modified prospective method. The adoption of SFAS 123 (R) did not have a material impact on GLG’s historical combined financial statements as GLG had not issued any equity-based awards prior to December 31, 2006.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 applies to reporting periods beginning after November 15, 2007. The adoption of SFAS 157 is not expected to have a material impact on GLG’s financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value, with changes in fair value recognized in earnings. SFAS 159 applies to reporting periods beginning after November 15, 2007. GLG is currently evaluating the potential effect on its financial condition, liquidity and results of operations upon adoption of SFAS 159.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 requires companies to recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The tax benefit recognized is the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of FIN 48 did not have a material impact on GLG’s combined financial statements.

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments (“SFAS 155”), which amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”) and SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (“SFAS 140”). SFAS 155 provides, among other things, that (1) for embedded derivatives which would otherwise be required to be bifurcated from their host contracts and accounted for at fair value in accordance with SFAS 133, an entity may make an irrevocable election, on an instrument-by-instrument basis, to measure the hybrid financial instrument at fair value in its entirety, with changes in fair value recognized in earnings and (2) concentrations of credit risk in the form of subordination are not considered embedded derivatives. SFAS 155 is effective for all financial instruments acquired, issued or subject to re-measurement after the beginning of an entity’s first fiscal year that begins after September 15, 2006. Upon adoption, differences between the total carrying amount of the individual components of an existing bifurcated hybrid financial instrument and the fair value of the combined hybrid financial instrument should be recognized as a cumulative effect adjustment to beginning retained earnings. Prior periods are not restated. The adoption of SFAS 155 is not expected to have a material impact on GLG’s financial statements.

On September 13, 2006 the staff of the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108 (“SAB 108”), which provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year

F-12

GLG
Notes to the Combined Financial Statements (continued)
(US Dollars in thousands)

misstatement. SAB 108 is effective for fiscal years ending after November 15, 2006. The adoption of SAB 108 did not have a material impact on GLG’s combined financial statements.

3.   Investments

GLG owns subscriber shares in each of the following funds it manages, namely GLG Investments Plc, GLG Investments III Plc and GLG Investments IV Plc. GLG also owns at nil par value subscriber shares in GLG Global Convertible Fund Plc, GLG Investments V Plc, GLG Global Opportunity Fund Plc and Prime GLG Diversified Fund Plc. GLG also owns management shares in GLG MMI Enhanced II Fund. These investments have been translated using the period-end exchange rate and are recorded at cost which approximates to their fair value.

4.   Property and Equipment, net

Property and equipment, net consist of the following:

	September 30,		December 31,
	2007		2006		2005
	(Unaudited)
Furniture and Fixtures, net	$	1,188	$	1,732	$	949
Computer and Equipment, net		3,395		2,455		621
Leasehold Improvements, net		2,328		1,096		916
Other Assets, net		2,055		838		804
	$	8,966	$	6,121	$	3,290

Accumulated depreciation and amortization totaled $8,243 and $10,117 as of December 31, 2005 and 2006, respectively, and $11,669 as of September 30, 2007. Depreciation and amortization expenses totaled $2,347, $1,685 and $1,874 for the years ended December 31, 2004, 2005 and 2006, respectively and $1,171 and $1,552 for the nine months ended September 30, 2006 and 2007, respectively.

5.   Loan Payable

GLG Holdings Limited entered into a credit facility in the principal amount of $13,000 on October 29, 2002 with the Bank of New York. Interest on the loan is payable quarterly at the annual rate of LIBOR plus 75 basis points. The loan is repayable in four equal quarterly installments of $3,250. The first installment was originally due on January 29, 2007; however the facility was extended on February 28, 2007 for another five years under the same terms and conditions and the repayment will commence effective January 29, 2012.

The loan is secured by a pledge of substantially all of the assets of GLG Holdings Limited and there are fixed charges on the future revenue streams of certain GLG Entities.

F-13

GLG
Notes to the Combined Financial Statements (continued)
(US Dollars in thousands)

	Nine Months Ended		Years Ended
	September 30,		December 31,
	2007		2006		2005
	(Unaudited)
Average interest rates for the period		6.10%		5.89%		4.11%
Scheduled principal payments for long-term borrowings at December 31, 2006 are as follows:
2007					$	—
2008						—
2009						—
2010						—
2011						—
Thereafter						13,000
					$	13,000

6.   Commitments and Contingencies

GLG is involved in three regulatory investigations, all of which are substantially completed. In addition, GLG, in the ordinary course, responds to a variety of regulatory inquiries.

On November 23, 2006 and June 21, 2007, the Autorité des Marchés Financiers (“AMF”) imposed fines of €1.2 million ($1,600) and €1.5 million ($2,000) against GLG in connection with GLG’s trading in the shares of Alcatel S.A. (“Alcatel”) prior to a December 12, 2002 issuance of Alcatel convertible securities and in Vivendi Universal S.A. (“Vivendi”) prior to a November 14, 2002 issuance of Vivendi convertible securities. GLG has appealed these decisions.

On May 29, 2007, GLG agreed to pay a civil penalty of $500 and disgorgement and interest of approximately $2,704 to settle enforcement and civil actions brought by the SEC for illegal short selling. GLG did not admit or deny the findings, but consented to the SEC order finding that GLG violated Rule 105 of Regulation M under the Exchange Act in connection with 14 public offerings and a final judgment in the civil action in the United States District Court for the District of Columbia.

In March 2006, an employee resigned from GLG. In July 2006, the individual filed a claim for unfair dismissal against GLG. In May 2007, the dispute was concluded with the individual by way of a settlement agreement. The overall terms of the settlement were that the individual would withdraw his tribunal proceedings and that GLG would pay the individual $15,000 in respect of accrued employment obligations and separately a further $1,500 per quarter for the next five quarters for providing certain services to GLG. In these combined financial statements we have accrued the $15,000 paid in May 2007 and will be recognizing the separate consulting fees as the services are rendered.

GLG has provided for the amounts set forth above as Other liabilities within Current Liabilities.

Indemnifications

In the normal course of business, GLG and its subsidiaries enter into operating contracts that contain a variety of representations and warranties and that provide general indemnifications. GLG’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against GLG that have not yet occurred. However, based on experience, GLG expects the risk of material loss to be remote.

F-14

GLG
Notes to the Combined Financial Statements (continued)
(US Dollars in thousands)

Operating Leases

GLG has annual commitments under non-cancellable operating leases for office space located in London, UK, George Town, Cayman Islands, and New York, US which expire on various dates through 2018. The minimum future rental expense under these leases is as follows:

Year Ended December 31,
2007	$	4,287
2008		4,287
2009		4,339
2010		4,339
2011		4,339
Thereafter		27,877
	$	49,468

Rent expenses are recognized on a straight-line basis during the years ended December 31, 2006, 2005 and 2004 were $7,485, $6,239 and $5,096 respectively.

7.   Net Revenues

Net management fees, net performance fees, net administration fees are derived as follows:

	Nine Months Ended September 30,						Year Ended December 31,
	2007			2006			2006			2005			2004
	(Unaudited)			(Unaudited)
Gross management fees		234,903			157,944			224,548			162,756			152,126
Management fee rebates		(36,011	)		(27,963	)		(38,275	)		(24,798	)		(13,138	)
Net management fees		198,892			129,981			186,273			137,958			138,988
Gross performance fees		353,191			181,279			402,512			285,338			181,929
Performance fee rebates		(9,356	)		(4,232	)		(7,772	)		(5,933	)		(3,905	)
Net performance fees		343,835			177,047			394,740			279,405			178,024
Gross administration fees		51,342			29,731			42,532			4,872			3,894
Sub-administration fees		(8,356	)		(4,681	)		(7,718	)		(4,561	)		(3,894	)
Net administration fees		42,986			25,050			34,814			311			0

GLG does not collect data on the geographical location of investors and, therefore, it is impracticable to provide a geographical analysis of revenues.

F-15

GLG
Notes to the Combined Financial Statements (continued)
(US Dollars in thousands)

8.   Income Taxes

GLG Entities are subject to income tax of the countries (UK, Ireland and US) in which they conduct business. Since 2004, the income taxes charged geographically are as follows:

	Nine Months Ended
	September 30,				Year Ended December 31,
	2007		2006		2006		2005		2004
	(Unaudited)		(Unaudited)
UK Income Taxes	$	32,130	$	14,361	$	28,767	$	24,551	$	47,952
Irish Income Taxes		365		173		313		203		149
US Income Taxes		525		269		145		591		271
Total Income Taxes	$	33,020	$	14,803	$	29,225	$	25,345	$	48,372

The following table is a reconciliation of income taxes computed at the standard UK corporation tax rate to the income tax charge:

	Nine Months Ended
	September 30,						Year Ended December 31,
	2007			2006			2006			2005			2004
	(Unaudited)			(Unaudited)
Profit before tax	$	408,122		$	175,649		$	388,733		$	196,247		$	276,440
Tax charge at UK corporation tax rate (30)%		122,437			52,695			116,620			58,874			82,932
Factors affecting charge:
Overseas tax rate differences		(28,913	)		(15,438	)		(27,557	)		(35,185	)		(36,118	)
Disallowed and non-taxable items		1,746			505			841			1,656			1,558
Pass through to Non-Controlling Interest Holders		(62,250	)		(22,959	)		(60,679	)		—			—
Tax on profit on ordinary activities	$	33,020		$	14,803		$	29,225		$	25,345		$	48,372
Effective Income Tax Rate		8.09	%		8.43	%		7.52	%		12.91	%		17.49	%

The effective income tax rate differs based on the location of the GLG Entities and the local tax regulations applying in those countries. This has resulted in an overseas tax rate difference. Non-Controlling Interest Holders are individually responsible for reporting and paying taxes on distributions received by them from GLG and as such these distributions are not subject to tax at the GLG level.

The UK tax returns for certain GLG Entities for the year ended December 31, 2005, based upon which GLG paid taxes of $24,551 are still subject to examination by the UK tax authorities. The tax returns for the year ended December 31, 2006, based upon which GLG expects to pay taxes of $28,767 have not been filed yet with the UK tax authorities.

9.   Employee Benefit Plans

GLG provides a defined contribution plan for eligible employees in the UK. All UK employees are eligible to contribute to the plan after three months of qualifying service. GLG contributes a percentage of the employee’s annual salary, subject to UK statutory restrictions, on a monthly basis. For the years ended December 31, 2006, 2005 and 2004, GLG incurred expenses of $1,049, $1,198 and $994 respectively in connection with this plan. For the nine months ended September 30, 2007, GLG incurred expenses of $684 in connection with this plan.

F-16

GLG
Notes to the Combined Financial Statements (continued)
(US Dollars in thousands)

10.   Regulated Entities

Certain GLG Entities are registered with, and subject to the capital requirements of, the UK Financial Services Authority, Cayman Islands Monetary Authority and Irish Financial Services Regulatory Authority. These entities have continuously operated in excess of their regulated capital requirements.

These regulatory capital requirements may restrict GLG’s ability to withdraw capital from its entities. At September 30, 2007 approximately $28,500 of net assets of consolidated entities may be restricted as to the payment of distributions and advances.

11.   Related Parties

A subsidiary of Lehman Brothers Holdings Inc. owns approximately 15.3% of GLG’s equity.

The non-voting stock of a number of GLG entities combined in these financial statements are pledged to Lehman Brothers Bankhaus AG as security on loans to current and prior GLG principals. The loans require that all dividends paid on the non-voting shares be applied to the repayment of the loans.

Lehman Brothers Holdings Inc. and its affiliates (collectively, “Lehman Brothers”) acts as a broker, prime broker, derivatives counterparty and stock lending agent to certain of the GLG Funds and managed accounts on an arm’s-length basis.

Lehman Brothers distributes GLG Funds through its private client sales force, and GLG rebates to Lehman Brothers, on an arm’s-length basis, certain of the fees that it receives from the GLG Funds in relation to these investments. The annual charge to GLG was approximately $3,842, $2,347 and $1,945 in 2006, 2005 and 2004, respectively, and $3,698 and $2,260 for the nine months ended September 30, 2007 and 2006, respectively.

Lehman Brothers also provides payroll services to GLG and has agreed to provide GLG with disaster recovery support, such as office space. The annual charge to GLG was approximately $76, $81 and $63 in 2006, 2005 and 2004, respectively, and $52 and $74 for each of the nine months ended September 30, 2007 and 2006, respectively.

Leslie J. Schreyer, who in his capacity as Trustee of the Gottesman GLG Trust is a member of the group of individuals that exercise common control over the GLG Entities, serves as legal counsel and adviser to GLG Partners Services LP on a part-time basis under a consulting agreement. The consulting agreement provides for an annual base fee of $1,500, of which $500 is paid in monthly installments and the balance is paid when bonuses are payable. Mr. Schreyer is also eligible to receive a bonus and other benefits, such as health insurance. Mr. Schreyer received total compensation of $3,200, $2,900 and $5,300 for 2006, 2005, and 2004, respectively, and $400 for each of the nine months ended September 30, 2007 and 2006.

Jonathan Green, a shareholder in certain GLG Entities and a former Principal, was paid a consulting fee of $1,000 for each of 2006, 2005, and 2004.

12.   Subsequent Events

On June 13, 2007 GLG entered into in an agreement to purchase all of the shares of GLG Holdings Inc. for $2,500. The operations, assets and liabilities of GLG Holdings Inc. and its subsidiary GLG Inc. are combined in these financial statements, but the earnings and equity are reflected as minority interests as of December 31, 2005 and 2006 and September 30, 2007. The acquisition is subject to a number of conditions including GLG Inc. and/or GLG registering with the SEC as an Investment Adviser under the Investment Advisers Act 1940 to the extent required by applicable law, and all applicable regulatory approvals being obtained.

In June 2007 GLG’s shareholders entered into a Purchase Agreement with Freedom and its subsidiaries under which Freedom agreed to purchase 100% of the ownership interests in GLG for cash and shares of Freedom and a Freedom subsidiary (the “Acquisition”). The Acquisition closed on November 2, 2007.

F-17

================================================================================

GLG
Notes to the Combined Financial Statements (continued)
(US Dollars in thousands)

The Acquisition will be considered to be a reverse acquisition and recapitalization for accounting purposes. Under this method of accounting, GLG will be treated as the acquiring company and the Acquisition will be treated as the equivalent of GLG issuing stock for the net monetary assets of Freedom accompanied by a recapitalization of GLG. The net monetary assets of Freedom, primarily cash, will be stated at their fair value, which will be equivalent to the carrying value, and accordingly no goodwill or other intangible assets will be recorded. A final determination of the estimated fair values will be based on the actual net monetary assets acquired as of the date of completion of the Acquisition.

In October 2007, the Principals and the Trustees agreed with Mr. Jabre and the Jabre GLG Trustee to resolve, at no cost to GLG, ongoing disagreements with respect to profit allocations in prior years and the transfer of Mr. Jabre’s and the Jabre GLG Trustee’s shares in GLG through a distribution of profits to the Jabre GLG Trustee which would otherwise have been made to the Trustees prior to the closing of the acquisition and an adjustment in the purchase price for Mr. Jabre’s and the Jabre GLG Trustee’s shares in GLG. In addition, Mr. Jabre and the Jabre GLG Trustee, on the one hand, and GLG and others, on the other hand, have agreed to mutual general releases.

On November 2, 2007, the credit facility provided by Bank of New York was repaid in full and the loan terminated.

F-18

EX-99.2

Exhibit 99.2

GLG MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with GLG’s combined historical financial statements and the related notes (referred to as the “combined financial statements”) included in or incorporated by reference into the Current Report on Form 8-K of GLG Partners, Inc. (formerly named Freedom Acquisition Holdings, Inc.) (“Freedom”). This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements due to a number of factors, including those included in Freedom’s filings with the SEC. Unless the context indicates otherwise, in this section the terms “we”, “us” and “our” refer to the combined company, which has been renamed GLG Partners, Inc. in connection with the consummation of the acquisition by Freedom of GLG Partners LP and certain of its affiliated entities (collectively, “GLG”) by means of a reverse acquisition transaction.

General

GLG’s Business

     GLG is a leading alternative asset manager offering its clients a diverse range of investment products. GLG currently derives its revenues from management fees and administration fees based on the value of the assets in the funds and accounts it manages, referred to as the GLG Funds, and performance fees based on the performance of those investment funds and accounts. Substantially all of GLG’s assets under management, or AUM, are attributable to third-party investors, and the GLG Funds and accounts managed by GLG are not consolidated into its financial statements. As of September 30, 2007, GLG’s gross AUM (including assets invested from other GLG Funds) were approximately $23.6 billion, up from approximately $3.9 billion as of December 31, 2001, representing a compound annual growth rate, or CAGR, of 37%. As of September 30, 2007 GLG’s net AUM (net of assets invested from other GLG Funds) were approximately $20.5 billion, up from approximately $3.9 billion as of December 31, 2001, representing a CAGR of 33%.

Factors Affecting GLG’s Business

     GLG’s business and results of operations are impacted by the following factors:

• Assets under management.  GLG’s revenues from management and administration fees are directly linked to AUM. As a result, GLG’s future performance will depend on, among other things, its ability both to retain AUM and to grow AUM from existing and new products.

• Fund performance.  GLG’s revenues from performance fees are linked to the performance of the funds and accounts it manages. Performance also affects AUM because it influences investors’ decisions to invest assets in, or withdraw assets from, the GLG Funds and accounts managed by GLG.

• Personnel, systems, controls and infrastructure.  GLG depends on its ability to attract, retain and motivate leading investment and other professionals. GLG’s business requires significant investment in its fund management platform, including infrastructure and back-office personnel. GLG has in the past paid and expects to continue in the future to pay these professionals significant compensation and a share of GLG’s profits.

• Fee rates.  GLG’s management and administration fee revenues are linked to the fee rates it charges the GLG Funds and accounts it manages as a percentage of their AUM. GLG’s performance fees are linked to the rates it charges the GLG Funds and accounts it manages as a percentage of their performance-driven asset growth, subject to “high water marks”, whereby performance fees are earned by GLG only to the extent that the net asset value of a GLG Fund at the end of a measurement period exceeds the highest net asset value on a preceding measurement period end for which GLG earned performance fees, and in some cases to performance hurdles.

     In addition, GLG’s business and results of operations may be affected by a number of external market factors. These include global asset allocation trends, regulatory developments and overall macroeconomic activity. Due to these and other factors, the operating results of GLG may reflect significant volatility from period to period.

     GLG operates in only one business segment, the management of global investment funds and accounts.

Critical Accounting Policies

     GLG Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon GLG’s combined financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that could affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues, expenses and other income. Actual results could differ materially from these estimates. A summary of GLG’s significant accounting policies is presented in Note 2 to GLG’s audited and unaudited combined financial statements included in or incorporated by reference into Freedom’s Current Report on Form 8-K. The following is a summary of GLG’s critical accounting policies that are most affected by judgments, estimates and assumptions.

Combination Criteria

     GLG has prepared financial statements on a combined basis in connection with the reverse acquisition transaction with Freedom. The financial statements combine all GLG entities under common control or management of the Principals and the Trustees. GLG’s principals, Noam Gottesman, Emmanuel Roman and Pierre Lagrange, are collectively referred to as the Principals. Leslie J. Schreyer, in his capacity as trustee of the Gottesman GLG Trust, Jeffrey A. Robins, in his capacity as trustee of the Roman GLG Trust, and G&S Trustees Limited, in its capacity as trustee of the Lagrange GLG Trust, are collectively referred to as the Trustees.

     The analysis as to whether to combine an entity is subject to a significant amount of judgment. Some of the criteria considered are the determination as to the degree of control over an entity by its various equity holders, the design of the entity, how closely related the entity is to each of its equity holders and the relationship of the equity holders to each other.

     GLG has determined that it does not own a substantive, controlling interest in any of the investment funds it manages and that they are not variable interest entities. As a result, none of the GLG Funds is required to be consolidated with GLG. For all GLG Funds, GLG has granted rights to the investors that provide a simple majority of the unrelated investors with the ability to remove GLG from its position as fund manager.

2

Revenue Recognition

Performance Fees

     Performance fee rates are calculated as a percentage of investment gains less management and administration fees, subject to “high water marks” and, in the case of most long-only funds, four external funds of funds, or FoHF, and two single-manager alternative strategy funds, to performance hurdles, over a measurement period, generally six months. GLG has elected to adopt the preferred method of recording performance fee income, Method 1 of Emerging Issues Task Force (“EITF”) Topic D-96, “Accounting for Management Fees Based on a Formula” (“Method 1”). Under Method 1, GLG does not recognize performance fee revenues until the end of the measurement period when the amounts are contractually payable, or “crystallized”.

     The majority of the GLG Funds and accounts managed by GLG have contractual measurement periods that end on each of June 30 and December 31. As a result, the performance fee revenues for GLG’s first fiscal quarter and third fiscal quarter results do not reflect revenues from uncrystallized performance fees during these three-month periods. These revenues will be reflected instead at the end of the fiscal quarter in which such fees crystallize.

Compensation and Limited Partner Profit Share

     Compensation expense related to performance fees is accrued during the period for which the related performance fee revenue is recognized.

     GLG also has a limited partner profit share arrangement which remunerates certain individuals through distributions of profits from two GLG entities paid either to two limited liability partnerships in which those individuals are members or directly to those individuals who are members of the two GLG entities. These partnership draws are priority distributions, which are recognized in the period in which they are payable. There is an additional limited partner profit share distribution, which is recognized in the period in which it is declared. These partnership draws and profit share distributions are referred to as “limited partner profit shares” and are discussed further under “— Expenses — Employee Compensation and Benefits and Limited Partner Profit Share” below.

     Compensation expense and limited partner profit share tied to fund performance is only recognized when the related performance fees crystallize, generally on June 30 and December 31 of each year. When fourth quarter financials are reported, the portion of compensation expense and limited partner profit share tied to performance will reflect crystallized second half performance as well as any adjustments to amounts accrued in the first half.

Equity-Based Compensation

     Prior to December 31, 2006, GLG had not granted any equity-based awards. In March 2007, GLG established the equity participation plan to provide certain key individuals, through their direct or indirect limited partnership interests in two limited partnerships, Sage Summit LP and Lavender Heights Capital LP, with the right to receive a percentage of the proceeds derived from an initial public offering relating to GLG or a third-party sale of GLG. Upon consummation of the acquisition, Sage Summit LP and Lavender Heights Capital LP received collectively approximately 15% of the total consideration of cash and Freedom capital stock payable to the GLG Shareowners in the acquisition. These limited partnerships distributed to the limited partners an aggregate of 25% of such amounts upon consummation of the acquisition, and the remaining 75% will be distributed to the limited partners in three equal installments upon vesting over a three-year period on the first, second and third anniversaries of the consummation of the acquisition, subject to the ability of the general partners of the limited partnerships, whose respective boards of directors consist of the Trustees, to accelerate vesting. The unvested portion of such amounts will be subject to forfeiture in the event of termination of the individual as a limited partner prior to each vesting date, unless such termination is without cause after there has been a change in control of Freedom after completion of the acquisition or due to death or disability. The equity portion of this plan will be accounted for in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment” (“SFAS 123(R)”) and the

3

EITF Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or In Conjunction with Selling, Goods or Services”, which require that such equity instruments are recorded at their fair value on the measurement date, which date is typically upon the inception of the services that will be performed, remeasured at subsequent dates to the extent the awards are unvested, and amortized into expense over the vesting period on a straight-line basis.

     Ten million shares of Freedom common stock issued as part of the purchase price for the acquisition have been allocated to GLG employees, service providers and certain key personnel, subject to vesting, which may be accelerated under the Restricted Stock Plan. Any unvested stock awards will be returned to Freedom.

     In connection with the acquisition, Freedom adopted the 2007 Long-Term Incentive Plan, or LTIP, which will provide for the grants of incentive and non-qualified stock options, stock appreciation rights, common stock, restricted stock, restricted stock units, performance units and performance shares to employees, service providers, non-employee directors and certain key personnel who hold direct or indirect limited partnership interests in certain GLG entities.

     In addition, the Principals and the Trustees have entered into an agreement among principals and trustees which will provide that, in the event a Principal voluntarily terminates his employment with us for any reason prior to the fifth anniversary of the closing of the acquisition, a portion of the equity interests held by that Principal and his related Trustee as of the closing of the acquisition will be forfeited to the Principals who are still employed by us and their related Trustees.

     All of these arrangements will be accounted for in accordance with SFAS 123(R) and will be amortized into expense over the applicable vesting period using the accelerated method. As a result, following the completion of the acquisition, compensation and benefits reflect the amortization of a significant non-cash equity-based compensation expense associated with the vesting of these equity-based awards, which under GAAP will reduce our net income and may result in net losses.

     SFAS 123(R) requires a company to estimate the fair value of share-based payment awards based on estimated fair values. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period. For awards with performance conditions, we will make an evaluation at the grant date and future periods as to the likelihood of the performance targets being met. Compensation expense is adjusted in future periods for subsequent changes in the expected outcome of the performance conditions until the vesting date. SFAS 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

     The share-based compensation expense was recorded upon consummation of the acquisition. Set forth below is a summary of total share-based compensation expenses GLG will incur over the vesting terms of the stock-based awards or interests in connection with the acquisition beginning on the closing date of the acquisition (dollars in thousands):

4

12-Month
Periods
Following
Acquisition
Year 1	$	1,416,968
Year 2		529,470
Year 3		301,542
Year 4		149,590
Year 5		61,716
	$	2,459,287

     Share-based compensation expenses have been calculated assuming a fair value of Freedom common stock of $13.70 per share (the closing price on November 2, 2007), no change in the fair value of Freedom common stock over the applicable vesting period and a zero forfeiture rate.

Net Revenues

     All fee revenues are presented in MD&A net of any applicable rebates or sub-administration fees.

     Where a single-manager alternative strategy fund or a fund of GLG Funds (internal FoHF) managed by GLG invests in an underlying single-manager alternative strategy fund managed by GLG, the “investing fund” is the top-level GLG Fund into which a client invests and the “investee fund” is the underlying GLG Fund into which the investing fund invests. For example, the GLG European Long-Short Fund invests in the GLG Utilities Fund. In that case, the GLG European Long-Short Fund is the investing fund and the GLG Utilities Fund is the investee fund.

Management Fees

     GLG’s gross management fee rates are set as a percentage of fund AUM. Management fee rates vary depending on the product, as set forth in the table below (subject to fee treatment of fund-in-fund reinvestments as described below):

Product	Typical Range of Gross Fee Rates (% of AUM)
Single-manager alternative strategy funds	1.50% — 2.50%*
Long-only funds	0.75% — 2.25%
Internal FoHF	0.25% — 1.50% (at the investing fund level)*
External FoHF	1.50% — 1.95%

* When one of the single-manager alternative strategy funds or internal FoHFs managed by GLG invests in an underlying single-manager alternative strategy fund managed by GLG, management fees are charged at the investee fund level. In addition, management fees are charged on the following GLG Funds at the investing fund level: (1) GLG Multi Strategy Fund; and (2) Prime GLG Diversified Fund.

     Management fees are generally paid monthly, one month in arrears.

     Most GLG Funds have share classes with distribution fees that are paid to third-party institutional distributors with no net economic impact to GLG. In certain cases, GLG may rebate a portion of its gross

5

management fees in order to compensate third-party institutional distributors for marketing GLG products and, in a limited number of cases, in order to incentivize clients to invest in GLG Funds.

Performance Fees

     GLG’s gross performance fee rates are set as a percentage of fund performance, calculated as investment gains (both realized and unrealized), less management and administration fees, subject to “high water marks” and, in the case of most long-only funds, four multi-manager funds (external FoHF) and two single-manager alternative strategy funds, to performance hurdles. As a result, even when a GLG Fund has positive fund performance, GLG may not earn a performance fee due to negative fund performance in prior measurement periods and in some cases due to a failure to reach a hurdle rate. Performance fee rates vary depending on the product, as set forth in the table below (subject to fee treatment of fund-in-fund investments as described below):

	Typical Range of Gross Fee Rates
Product	(% of Investment Gains)
Single-manager alternative strategy funds	20% — 30%*
Long-only funds	20% — 25%
Internal FoHF	0% — 20% (at the investing fund level)*
External FoHF	5% — 10%

* When one of the single-manager alternative strategy funds or internal FoHFs managed by GLG invests in an underlying single-manager alternative strategy fund managed by GLG, performance fees are charged at the investee fund level. In addition, performance fees are charged on the following GLG Funds at the investing fund level: (1) Prime GLG Diversified Fund; and (2) GLG Global Aggressive Fund, to the extent, if any, that the performance fee at the investing fund level is greater than the performance fee at the investee fund level.

     GLG has adopted Method 1 for recognizing performance fee revenues and under Method 1 does not recognize performance fee revenues until the end of the measurement period when the amounts are crystallized, which for the majority of the investment funds and accounts managed by GLG is on June 30 and December 31.

Administration Fees

     GLG’s gross administration fee rates are set as a percentage of fund AUM. Administration fee rates vary depending on the product. From its gross administration fees, GLG pays sub-administration fees to third-party administrators and custodians, with the residual fees recognized as GLG’s net administration fee. Administration fees are generally paid monthly, one month in arrears.

     When one of the single-manager alternative strategy funds or internal FoHFs managed by GLG invests in an underlying single-manager alternative strategy fund managed by GLG, administration fees are charged at both the investing and investee fund levels.

Change in Business Practice

     Prior to 2005, GLG levied transaction charges on certain of the funds it managed, with respect to certain investment types, on a per-trade basis, and only charged administration fees to cover sub-administration fees paid to third parties. However, beginning in 2005, GLG ceased levying transaction charges and increased administration fee rates for these funds, which going forward include a portion retained by GLG. This transition was effected on a fund-by-fund basis, with GLG ceasing to levy transaction charges on all GLG Funds by the end of 2005, and administration fees being rolled out to all

6

of the single-manager alternative strategy GLG Funds by early 2006, and to all of the long-only GLG Funds by the end of 2006. The elimination of transaction charges was only partially offset by the increase in administration fee rates. This resulted in lower fund expenses which contributed to higher performance fees. The combined impact of this change in business practice was a net reduction in the fees and charges earned by GLG from the GLG Funds in 2005 compared to 2004. However, GLG’s management believes that, given competitive factors, the increasing importance of institutional accounts and the need to better position GLG to enter new markets, this change was necessary to execute on its long-term growth strategy. Substantially all of the impact of these changes was reflected in 2006.

Fees on Managed Accounts

     Managed account fee structures are negotiated on an account-by-account basis and may be more complex than for the GLG Funds. Across the managed account portfolio, fee rates vary according to the underlying mandate and in the aggregate are generally within the performance and management fee ranges charged with respect to comparable fund products.

Expenses

Employee Compensation and Benefits and Limited Partner Profit Share

     To attract, retain and motivate the highest quality investment and other professionals, GLG provides significant remuneration through salary, discretionary bonuses, profit sharing and other benefits.

     The largest component of expenses is compensation and other benefits payable to GLG’s investment and other professionals. This includes significant fixed annual salary or limited partner profit share and other compensation based on individual, team and company performance and profitability.

     Beginning in mid-2006, GLG entered into partnership with a number of its key personnel in recognition of their importance in creating and maintaining the long-term value of GLG. These individuals ceased to be employees and either became holders of direct or indirect limited partnership interests in GLG or formed two limited liability partnerships through which they provide services to GLG. Through these partnership interests, these key individuals are entitled to partnership draws as priority distributions, which are recognized in the period in which they are payable. There is an additional limited partner profit share distribution, which is recognized in the period in which it is declared. Key personnel that are participants in the limited partner profit share arrangement do not receive salaries or discretionary bonuses from GLG. Limited partner profit share does not affect net income, whereas comparable amounts paid to these key personnel as employees had been recorded as employee compensation and benefits prior to mid-2006 and accordingly reduced net income. Under GAAP, limited partner profit share cannot be presented as employee compensation expense. However, management believes that it is more appropriate to treat limited partner profit share as expense when considering business performance because it reflects the cost of the services provided to GLG by these participants in the limited partner profit share arrangement. As a result, GLG presents the measure “non-GAAP comprehensive limited partner profit share, compensation and benefits”, or non-GAAP PSCB, which is a non-GAAP financial measure used to calculate adjusted net income, as described below under “— Assessing Business Performance”, and which adds limited partner profit share to employee compensation expense to show the total cost of the services provided to GLG by both participants in the limited partner profit share arrangement and employees.

     The components of total non-GAAP PSCB are:

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• Base compensation — fixed contractual base payments made to personnel. This compensation is paid to employees in the form of base salary. Base compensation is generally paid monthly and the expense is recognized as the amounts are paid.

• Variable compensation — payments that arise from the contractual entitlements of personnel to a fixed percentage of certain variable fee revenues attributable to such personnel with respect to GLG Funds and managed accounts. These amounts are paid to employees in the form of variable salary. Variable compensation expense is recognized at the same time as the underlying fee revenue is crystallized, which may be monthly or semi-annually (on June 30 and December 31), depending on the fee revenue source.

• Discretionary compensation — payments that are determined by GLG’s management in its sole discretion and are generally linked to performance during the year. In determining such payments, GLG’s management considers, among other factors, the ratio of total discretionary compensation to total revenues; however, this ratio may vary between periods and, in particular, significant discretionary bonuses may still be paid in a period of low performance for personnel retention and incentivization purposes. This discretionary compensation is paid to employees in the form of a discretionary cash bonus. Discretionary compensation is generally declared and paid following the end of each calendar year. However, the notional discretionary compensation charge accrual is adjusted monthly based on the year-to-date profitability and revenues recognized on a year-to-date basis. As the majority of funds crystallize their performance fees at June 30 and December 31, the majority of discretionary compensation expense is generally crystallized at year end and is typically paid in January following the year end.

• Limited partner profit share — distributions of limited partner profit shares under the limited partner profit share arrangement described below.

Limited Partnership Profit Share

     The key personnel who are participants in the limited partner profit share arrangement provide services to GLG through two limited liability partnerships, Laurel Heights LLP and Lavender Heights LLP (the “LLPs”), which are limited partners in GLG Partners LP and GLG Partners Services LP, respectively. The amount of profits attributable to each of the LLPs is determined at the discretion of GLG’s management based upon the profitability of GLG’s business and their view of the contribution to revenues and profitability from the services provided by each limited partnership during that period. The amount of such distribution will be accrued monthly although it is generally crystallized at year end. However, the notional distribution accrual is adjusted monthly based on the year-to-date profitability and revenues recognized on a year-to-date basis. A portion of the partnership distribution is advanced monthly as a draw against final determination of profit share. Once the final profit allocation is determined, typically in January following each year end, it will be paid to the LLPs as limited partners, less any amounts paid as advance drawings during the year. Other limited partners of GLG Partners Services LP who receive profit allocations include two investment professionals, Steven Roth and Greg Coffey (through Saffron Woods Corporation) who are not members of Lavender Heights LLP, but whose profit distributions from GLG Partners Services LP are determined in the same manner as the allocation of profit shares to individual members of the LLP described below and included in the limited partner profit measure, as described below.

     Under GAAP, such distributions are recognized when declared and paid. Because the amounts relate to revenues recognized in the previous accounting period, GLG uses a non-GAAP adjustment to deduct any LLP distributions and any distributions to Steven Roth and Saffron Woods Corporation made

8

after the end of each accounting period relating to revenues recognized in the previous accounting period, as it believes this more accurately reflects the net income for the relevant period. This non-GAAP adjustment is also included in the measure “limited partner profit share” used in determining non-GAAP PSCB.

Allocation of Profit Shares to Individual Members of LLPs

     Profit allocations made to the LLPs by GLG Partners LP and GLG Partners Services LP make up substantially all of the LLPs’ net profits for each period. Members are entitled to a base limited partner profit share priority drawing, which is a fixed amount and paid as a partnership draw. Certain members are also entitled to a variable limited partner profit share priority drawing based on a fixed percentage of certain variable fee revenues attributable to such personnel with respect to GLG Funds and managed accounts, which are paid as a partnership draw. After year end, the managing members of the LLPs will make discretionary allocations to the key personnel who participate in the limited partner profit share arrangement and who are LLP members from the remaining balance of the LLPs’ net profits, after taking into account the base and variable limited partnership profit share priority drawings, based on their view of those individuals’ contribution to the generation of these profits. This process will typically take into account the nature of the services provided to GLG by each key personnel, his or her seniority and the performance of the individual during the period. The notional limited partner profit share expense accrual is adjusted monthly based on year-to-date profitability and revenues recognized on a year-to-date basis.

     Profit allocations, net of any amounts paid during the year as priority partnership drawings, will typically be paid to the members in January following each year end.

     GLG’s management believes that the adjustments made to include limited partner profit share in non-GAAP PSCB do not give rise to an income tax effect.

     See “— Non-GAAP Expense Measures” under each period to period comparison discussed under “— Results of Operations — Expenses” for a reconciliation of non-GAAP PSCB to GAAP employee compensation and benefits for the periods presented.

     As GLG’s investment performance improves, its compensation costs and performance-related limited partner profit share distributions are expected generally to rise correspondingly. In addition, equity-based compensation costs may vary significantly from period to period depending on the market price of our common stock, among other things. In order to retain our investment professionals during periods of poor performance, we may have to pay our investment professionals significant amounts, even if we earn low or no performance fees. In these circumstances these payments may represent a larger proportion of our revenues than historically.

     In addition to share-based compensation expense discussed above, GLG will record deferred compensation expense with respect to the cash portion of the awards under the equity participation plan in the aggregate amount of $150 million. For the three 12-month periods beginning with the consummation of the acquisition, deferred compensation expense will include $104.1 million, $32.0 million and $13.2 million related to the cash portion of the equity participation plan.

General and Administrative

     GLG’s non-personnel cost base represents the expenditure required to provide an effective investment infrastructure and marketing operation. Key elements of the cost base are, among other things, professional services fees, temporary and contract employees, travel, information technology and communications, business development and marketing, occupancy, facilities and insurance.

9

Income Tax

     Historically, the only GLG entity earning significant profits subject to company-level income taxes was GLG Holdings Limited, which was subject to U.K. corporate income tax. Most of the balance of the profit was earned by pass-through or other entities that did not incur significant company-level income taxes. Although only a relatively small portion of the profits earned by GLG was subject to U.S. corporate income tax, Freedom is a U.S. corporation that is subject to U.S. corporate income tax.

     After the acquisition, our effective tax rate will be a function of our overall earnings, the income tax rates in the jurisdictions in which we and our subsidiaries do business, the type and relative amount of income earned by us and our subsidiaries in these jurisdictions and the timing of repatriation of profits back to the United States (e.g., in the form of dividends). As our business expands into countries with higher tax rates such as the United States, we expect that our effective tax rate may increase.

     Allocation of income among business activities and entities is subject to detailed and complex rules applied to facts and circumstances that generally are not readily determinable at the date financial statements are prepared. Accordingly, estimates are made of income allocations in computing financial statement effective tax rates that may differ from actual allocations determined when tax returns are prepared or after examination by tax authorities.

     We will amortize over a 15-year period and deduct for U.S. income tax purposes the carrying value of certain assets, such as intangibles, arising in connection with the acquisition of GLG, effectively reducing U.S. tax expense on repatriated profits. The amount of tax deductible goodwill will be based on the fair market value of Company common stock on the closing date.

     GLG accounts for taxes using the asset and liability method in accordance with SFAS No. 109, “Accounting for Income Taxes”, under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established when management believes it is more likely than not that a deferred tax asset will not be realized.

Assessing Business Performance

     As discussed above under “— Expenses — Employee Compensation and Benefits and Limited Partner Profit Share”, GLG’s management assesses its personnel-related expenses based on the measure non-GAAP PSCB. Non-GAAP PSCB reflects GAAP employee compensation and benefits, adjusted to include the limited partner profit shares described above under “— Expenses — Employee Compensation and Benefits and Limited Partner Profit Share”.

     In addition, GLG’s management assesses the underlying performance of its business based on the measure “adjusted net income”, which adjusts for the difference between GAAP employee compensation and benefits and non-GAAP PSCB as discussed above. See “— Results of Operations — Adjusted Net Income” for a reconciliation of adjusted net income to net income for the periods presented.

     Non-GAAP PSCB is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP employee compensation and benefits. Further, adjusted net income is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP net income as an indicator of GLG’s operating performance or any other measures of performance derived in accordance with GAAP. The non-GAAP financial measures presented by GLG may be different from non-GAAP financial measures used by other companies.

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     GLG is providing these non-GAAP financial measures to enable investors, securities analysts and other interested parties to perform additional financial analysis of GLG’s personnel-related costs and its earnings from operations and because it believes that they will be helpful to investors in understanding all components of the personnel-related costs of GLG’s business. GLG’s management believes that the non-GAAP financial measures also enhance comparisons of GLG’s core results of operations with historical periods. In particular, GLG believes that the non-GAAP adjusted net income measure better represents profits available for distribution to stockholders than does GAAP net income. In addition, GLG’s management uses these non-GAAP financial measures in its evaluation of GLG’s core results of operations and trends between fiscal periods and believes these measures are an important component of its internal performance measurement process. GLG’s management also prepares forecasts for future periods on a basis consistent with these non-GAAP financial measures. Under the revolving credit and term loan facilities entered into in connection with the acquisition, Freedom and its subsidiaries will be required to maintain compliance with certain financial covenants based on adjusted earnings before interest expense, provision for income taxes, depreciation and amortization, or adjusted EBITDA, which is calculated based on the non-GAAP adjusted net income measure, further adjusted to add back interest expense, provision for income taxes, depreciation and amortization. Non-GAAP adjusted net income has certain limitations in that it may overcompensate for certain costs and expenditures related to GLG’s business and may not be indicative of the cash flows from operations as determined in accordance with GAAP.

Assets Under Management

     The following is a discussion of GLG’s gross and net AUM as of September 30, 2007 and 2006 and as of December 31, 2006, 2005 and 2004, and GLG’s average gross and net AUM for the nine months ended September 30, 2007 and 2006 and for the years ended December 31, 2006, 2005 and 2004.

     In order to accurately represent fund-in-fund investments whereby one GLG Fund may hold exposure to another GLG Fund, management tracks AUM on both a gross and a net basis. In a gross presentation, sub-invested funds will be counted at both the investing and investee fund level. Net presentation removes the assets at the investing fund level, indicating the total external investment from clients.

     GLG has achieved strong historical AUM growth. The following table sets out GLG’s gross and net AUM on a historical basis, categorized by product types:

AUM

	As of September 30,				As of December 31,
	2007		2006		2006		2005		2004
	(US dollars in millions)
Alternative strategy	$	14,713	$	9,184	$	10,410	$	7,030	$	9,171
Long-only		4,561		3,735		3,815		3,253		2,666
Internal FoHF		1,651		1,089		1,261		790		870
External FoHF		598		511		568		410		338
Gross fund-based AUM		21,524		14,519		16,053		11,484		13,045
Managed accounts		1,905		1,042		1,233		335		5

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	As of September 30,						As of December 31,
	2007			2006			2006			2005			2004
	(US dollars in millions)
Cash and other holdings		164			372			310			229			215
Total gross AUM		23,593			15,932			17,596			12,047			13,265
Less: internal FoHF investments in GLG Funds		(1,653	)		(1,091	)		(1,268	)		(805	)		(867	)
Less: external FoHF investments in GLG Funds		(55	)		(48	)		(49	)		—			—
Less: alternatives fund-in-fund investments		(1,419	)		(1,075	)		(1,125	)		(942	)		(726	)
Net AUM	$	20,466		$	13,718		$	15,154		$	10,300		$	11,671
	Nine Months Ended
	September 30,						Years Ended December 31,
	2007			2006			2006			2005			2004
	(US dollars in millions)
Quarterly average gross AUM	$	20,341		$	14,360		$	15,007		$	12,166		$	11,890
Quarterly average net AUM		17,576			12,324			12,890			10,549			10,427

     Note: Quarterly average gross and net AUM for a given period are calculated by averaging the AUM figures at the start of the period, and at the end of each quarter during the period concerned. Average AUM for a given fiscal year is calculated by averaging the AUM balances at December 31 of the prior year and each quarter-end during the fiscal year. In a similar manner, average AUM for a given nine-month period is calculated by averaging the AUM balances at December 31 of the prior year and each quarter end during the nine-month period. Quarterly average gross and net AUM are GLG management’s preferred measures of assets under GLG’s management in each period for the purposes of calculating key ratios such as fee yield.

     The following table sets out the components of growth of GLG’s gross fund-based AUM, consisting of the alternative strategy, long-only, internal FoHF and external FoHF funds, and GLG’s managed accounts:

Components of Growth of Fund-Based and Managed Account AUM

	Nine Months Ended
	September 30,					Years Ended December 31,
	2007		2006			2006		2005			2004
	(US dollars in millions)
Opening gross fund-based AUM	$	16,053	$	11,484		$	11,484	$	13,045		$	9,425
Gross fund-based inflows (net of redemptions)		3,350		1,541			1,986		(1,704	)		2,353
Gross fund-based net performance (net of losses)		2,121		1,494			2,584		143			1,267
Closing gross fund-based AUM	$	21,524	$	14,519		$	16,053	$	11,484		$	13,045
Opening managed account AUM	$	1,233	$	335		$	335	$	5		$	12
Managed account inflows (net of redemptions)		457		766			865		309			(10	)
Managed account net performance (net of losses)		215		(60	)		34		20			4
Closing managed account AUM	$	1,905	$	1,042		$	1,233	$	335		$	5

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September 30, 2007 Compared to December 31, 2006

Change in AUM between September 30, 2007 and December 31, 2006

	As of			As of
	September 30,			December 31,
	2007			2006			Change
				(US dollars in millions)
Alternative strategy	$	14,713		$	10,410		$	4,303
Long-only		4,561			3,815			747
Internal FoHF		1,651			1,261			391
External FoHF		598			568			31
Gross fund-based AUM		21,524			16,053			5,471
Managed accounts		1,905			1,233			673
Cash and other holdings		164			310			(146	)
Gross AUM		23,593			17,596			5,997
Less: internal FoHF investments in GLG Funds		(1,653	)		(1,268	)		(385	)
Less: external FoHF investments in GLG Funds		(55	)		(49	)		(6	)
Less: alternatives fund-in-fund investments		(1,419	)		(1,125	)		(294	)
Net AUM	$	20,466		$	15,154		$	5,312

	Nine Months
	Ended
	September 30,
	2007
	(US dollars in
	millions)
Opening gross fund-based AUM	$	16,053
Gross fund-based inflows (net of redemptions)		3,350
Gross fund-based net performance (net of losses)		2,121
Closing gross fund-based AUM	$	21,524
Opening managed account AUM	$	1,233
Managed account inflows (net of redemptions)		457
Managed account net performance (net of losses)		215
Closing managed account AUM	$	1,905

     During the nine months ended September 30, 2007, gross AUM increased by $6.0 billion to $23.6 billion and net AUM increased by $5.3 billion to $20.5 billion.

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     Overall AUM growth was attributable primarily to growth in GLG’s gross fund-based AUM, which increased by $5.5 billion to $21.5 billion as of September 30, 2007, principally as a result of the following factors:

• strong demand for GLG’s fund products, which resulted in inflows (net of redemptions) of $3.4 billion, which were responsible for 61.2% of gross fund-based AUM growth in the nine months ended September 30, 2007.

• positive fund performance during the nine months ended September 30, 2007, resulting in performance gains (net of losses) of $2.1 billion, which was responsible for 38.8% of gross fund-based AUM growth in the nine months ended September 30, 2007; and

     Managed account AUM increased by $0.7 billion to $1.9 billion as of September 30, 2007. This growth was primarily attributable to the following factors:

• strong demand for GLG’s managed account products from certain institutional investors whose investment mandates made individual managed account solutions preferable to fund-based investments, which resulted in inflows (net of redemptions) of $457 million, representing 68.0% of managed account AUM growth in the nine months ended September 30, 2007; and

• positive managed account performance during the nine months ended September 30, 2007, resulting in performance gains (net of losses) of $215 million, representing 32.0% of managed account AUM growth in the nine months ended September 30, 2007.

     The ratio between net and gross AUM remained generally unchanged between the two dates, due to generally stable and consistent relative levels of fund-in-fund investments, with respect to both investments by GLG’s FoHF products in certain GLG Funds and investments by certain single-manager alternative strategy GLG Funds in other single-manager alternative strategy GLG Funds.

December 31, 2006 Compared to December 31, 2005

Change in AUM between December 31, 2006 and December 31, 2005

	As of December 31,
	2006			2005			Change
	(US dollars in millions)
Alternative strategy	$	10,410		$	7,030		$	3,380
Long-only		3,815			3,253			561
Internal FoHF		1,261			790			470
External FoHF		568			410			158
Gross fund-based AUM		16,053			11,484			4,569
Managed accounts		1,233			335			898
Cash and other holdings		310			229			81
Gross AUM		17,596			12,047			5,548
Less: internal FoHF investments in GLG Funds		(1,268	)		(805	)		(462	)
Less: external FoHF investments in GLG Funds		(49	)		—			(49	)
Less: alternatives fund-in-fund investments		(1,125	)		(942	)		(183	)
Net AUM	$	15,154		$	10,300		$	4,854

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	Year Ended
	December 31, 2006
	(US dollars in millions)
Opening gross fund-based AUM	$	11,484
Gross fund-based inflows (net of redemptions)		1,986
Gross fund-based net performance (net of losses)		2,584
Closing gross fund-based AUM	$	16,053
Opening managed account AUM	$	335
Managed account inflows (net of redemptions)		865
Managed account net performance (net of losses)		34
Closing managed account AUM	$	1,233

     During 2006, gross AUM increased by $5.5 billion to $17.6 billion and net AUM increased by $4.9 billion to $15.2 billion.

     Overall AUM growth was attributable primarily to growth in GLG’s gross fund-based AUM, which increased by $4.6 billion to $16.1 billion as of December 31, 2006, principally as a result of the following factors:

• positive fund performance during 2006, resulting in performance gains (net of losses) of $2.6 billion, which was responsible for 56.5% of gross fund-based AUM growth in 2006; and

• a general increase in demand for GLG’s fund products, which resulted in inflows (net of redemptions) of $2.0 billion, which were responsible for 43.5% of gross fund-based AUM growth in 2006. This growth was primarily attributable to:

• continued interest in GLG’s established investment fund products; and

• investor demand for GLG’s new investment funds launched during 2006.

     This demand was, in part, attributable to returning investors who had withdrawn AUM due to underperformance in certain GLG Funds during 2005, but who were attracted to reinvest in GLG Funds in 2006.

     Managed account AUM increased significantly by $0.9 billion to $1.2 billion as of December 31, 2006. This growth was primarily attributable to the following factors:

• strong demand for GLG’s managed account products from certain institutional investors whose investment mandates made individual managed account solutions preferable to fund-based investments, which resulted in inflows (net of redemptions) of $865 million, representing 96.3% of managed account AUM growth in the year ended December 31, 2006; and

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• positive managed account performance during the year ended December 31, 2006, resulting in performance gains (net of losses) of $34 million, representing 3.7% of managed account AUM growth in the year ended December 31, 2006.

     The ratio between net and gross AUM remained generally unchanged between the two dates, due to generally stable and consistent relative levels of fund-in-fund investments, with respect to both investments by GLG’s FoHF products in certain GLG Funds and investments by certain single-manager alternative strategy GLG Funds in other single-manager alternative strategy GLG Funds.

December 31, 2005 Compared to December 31, 2004

Change in AUM between December 31, 2005 and December 31, 2004

	As of December 31,
	2005			2004			Change
	(US dollars in millions)
Alternative strategy	$	7,030		$	9,171		$	(2,141	)
Long-only		3,253			2,666			587
Internal FoHF		790			870			(79	)
External FoHF		410			338			72
Gross fund-based AUM		11,484			13,045			(1,561	)
Managed accounts		335			5			329
Cash and other holdings		229			215			14
Gross AUM		12,047			13,265			(1,217	)
Less: internal FoHF investments in GLG funds		(805	)		(867	)		62
Less: external FoHF investments in GLG funds		—			—			—
Less: alternatives fund-in-fund investments		(942	)		(726	)		(216	)
Net AUM	$	10,300		$	11,671		$	(1,371	)

	Year Ended
	December 31, 2005
	(US dollars in millions)
Opening gross fund-based AUM	$	13,045
Gross fund-based inflows (net of redemptions)		(1,704	)
Gross fund-based net performance (net of losses)		143
Closing gross fund-based AUM	$	11,484
Opening managed account AUM	$	5
Managed account inflows (net of redemptions)		309
Managed account net performance (net of losses)		20
Closing managed account AUM	$	335

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     During 2005, gross AUM decreased by $1.2 billion to $12.0 billion and net AUM decreased by $1.4 billion to $10.3 billion. The overall decrease in AUM was attributable primarily to a reduction in GLG’s gross fund-based AUM by $1.6 billion to $11.5 billion as of December 31, 2005, driven by the following factors:

• while still delivering performance gains (net of losses) of $0.1 billion, fund performance in 2005 was depressed by particularly significant underperformance in two of the GLG Funds, the GLG Credit Fund and the GLG Market Neutral Fund; and

• fund underperformance gave rise to significant redemptions of AUM, primarily from the two underperforming funds. Redemptions for this period (net of inflows) from fund-based products were $1.7 billion.

     During 2005, managed account AUM grew from $5 million to $335 million. This growth was primarily attributable to the following factors:

• strong demand for GLG’s managed account products from certain institutional investors whose investment mandates made individual managed account solutions preferable to fund-based investments, which resulted in inflows (net of redemptions) of $309 million, representing 93.8% of managed account AUM growth in the year ended December 31, 2005. Fiscal 2005 was the first period in which managed accounts represented a significant source of assets for GLG; and

• positive managed account performance during the year ended December 31, 2005, resulting in performance gains (net of losses) of $20 million, representing 6.2% of managed account AUM growth in the year ended December 31, 2005.

     The ratio between net and gross AUM remained generally unchanged between the two dates, due to generally stable and consistent relative levels of fund-in-fund investments, with respect to both investments by GLG’s FoHF products in certain GLG Funds and investments by certain single-manager alternative strategy GLG Funds in other single-manager alternative strategy GLG Funds.

Results of Operations

Combined GAAP Statement of Operations Information

	Nine Months Ended
	September 30,				Years Ended December 31,
	2007		2006		2006		2005		2004
	(US dollars in thousands)
Net revenues and other income
Management fees, net	$	198,892	$	129,981	$	186,273	$	137,958	$	138,988
Performance fees, net		343,835		177,047		394,740		279,405		178,024
Administration fees, net		42,986		25,050		34,814		311		—
Transaction charges		—		—		—		184,252		191,585

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	Nine Months Ended
	September 30,						Years Ended December 31,
	2007			2006			2006			2005			2004
	(US dollars in thousands)
Other		7,875			1,883			5,039			1,476			6,110
Total net revenues and other income		593,588			333,961			620,866			603,402			514,707
Expenses
Employee compensation and benefits		(110,526	)		(118,194	)		(168,386	)		(345,918	)		(196,784	)
General, administrative and other		(79,634	)		(43,721	)		(68,404	)		(64,032	)		(42,002	)
Total expenses		(190,160	)		(161,915	)		(236,790	)		(409,950	)		(238,786	)
Income from operations		403,428			172,046			384,076			193,452			275,921
Interest income, net		4,694			3,603			4,657			2,795			519
Income before income taxes		408,122			175,649			388,733			196,247			276,440
Income taxes		(33,020	)		(14,803	)		(29,225	)		(25,345	)		(48,372	)
Net income	$	375,102		$	160,846		$	359,508		$	170,902		$	228,068

Net Revenues

Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006

Change in GAAP Net Revenues and Other Income between Nine Months Ended
September 30, 2007 and September 30, 2006

	Nine Months Ended
	September 30,
	2007			2006			Change
	(US dollars in thousands)
Net revenues and other income
Management fees, net	$	198,892		$	129,981		$	68,911
Performance fees, net		343,835			177,047			166,788
Administration fees, net		42,986			25,050			17,937
Transaction charges		—			—			—
Other		7,875			1,883			5,992
Total net revenues and other income	$	593,588		$	333,961		$	259,628
Key ratios
Total annualized net revenues and other income /quarterly average net AUM		4.50	%		3.61	%		0.89	%
Annualized management fees /quarterly average net AUM		1.51	%		1.41	%		0.10	%

     Total net revenues and other income increased by $259.6 million, or 78%, to $593.6 million. This increase was driven by growth in all categories of fee revenue, especially in relation to performance fees.

18

     For each type of fee revenue, GLG’s management uses net fee yield as a measure of GLG’s fees generated for every dollar of GLG’s net AUM. The net management, performance and administration fee yield is equal to the management fees, performance fees or administration fees, respectively, divided by quarterly average net AUM for the applicable period.

     Management fees increased by $68.9 million, or 53%, to $198.9 million. This growth was driven by two main factors:

• a 42.6% higher quarterly average net AUM balance between the periods which, at constant net management fee yield, resulted in an increase in management fees of $55.4 million, or 80.4% of the total increase in management fees; and

• an increase in the net management fee yield from 1.41% to 1.51%, reflecting higher management fees per unit of AUM, which, when applied to the increased net AUM base, resulted in an increase in management fees of $13.5 million, or 19.6% of the total increase in management fees. The higher net management fee yield was attributable primarily to investors participating in GLG Funds and managed accounts with higher management fee rates.

     Performance fees increased by $166.8 million, or 94%, to $343.8 million. This growth was driven by two main factors:

• a 42.6% higher quarterly average net AUM balance between the periods which, at constant net performance fee yield, resulted in an increase in performance fees of $75.5 million, or 45.2% of the total increase in performance fees;

• an increase in the annualized net performance fee yield from 1.92% to 2.61% which, when applied to the increased net AUM base, resulted in an increase in performance fees of $91.3 million, or 54.8% of the total increase in performance fees. The higher net performance fee yield was attributable to stronger performance delivering higher performance fees per unit of AUM.

     Net administration fees increased by $17.9 million, or 72%, to $43.0 million. This growth was driven by two main factors:

• a 42.6% higher quarterly average net AUM balance between the periods which, at constant administration fee yield, resulted in an increase in administration fees of $10.7 million, or 59.5% of the total increase in administration fees; and

• an increase in the net administration fee yield from 0.27% to 0.33% which, when applied to the increased net AUM base, resulted in an increase in administration fees of $7.3 million, or 40.5% of the total increase in administration fees. The higher net administration fee yield was attributable primarily to investors participating in GLG Funds and managed accounts with higher net administration fee rates.

19

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

Change in GAAP Net Revenues and Other Income between Years Ended
December 31, 2006 and December 31, 2005

	Years Ended December 31,
	2006			2005			Change
	(US dollars in thousands)
Net revenues and other income
Management fees, net	$	186,273		$	137,958		$	48,315
Performance fees, net		394,740			279,405			115,335
Administration fees, net		34,814			311			34,503
Transaction charges		—			184,252			(184,252	)
Other		5,039			1,476			3,563
Total net revenues and other income	$	620,866		$	603,402		$	17,464
Key ratios
Total net revenues and other income / quarterly average net AUM		4.82	%		5.72	%		(0.90	)%
Management fees /quarterly average net AUM		1.45	%		1.31	%		0.14	%

     Total net revenues and other income increased by $17.5 million, or 2.9%, to $620.9 million. This increase was driven by growth in both management and performance fees, offset by net revenue loss resulting from the transition from a transaction charge to an administration fee model in 2005.

     Management fees increased by $48.3 million, or 35.0%, to $186.3 million. This growth was driven by two main factors:

• a 22.2% higher quarterly average net AUM balance between the periods which, at constant net management fee yield, resulted in an increase in management fees of $30.6 million, or 63.4% of the total increase in management fees; and

• an increase in the net management fee yield from 1.31% to 1.45%, reflecting higher management fees per unit of AUM, which, when applied to the increased net AUM base, resulted in an increase in management fees of $17.7 million, or 36.6% of the total increase in management fees. The higher net management fee yield was attributable primarily to investors participating in GLG Funds and managed accounts with higher management fee rates.

     Performance fees increased by $115.3 million, or 41.3%, to $394.7 million. This growth was driven by two main factors:

• a 22.2% increase in quarterly average net AUM balances between the periods which, at constant net performance fee yield, resulted in an increase in performance fees of $62.0 million, or 53.8% of the total increase in performance fees; and

• an increase in the net performance fee yield from 2.65% to 3.06% which, when applied to the increased net AUM base, resulted in an increase in performance fees of $53.3 million, or 46.2% of the total increase in performance fees. The higher net performance fee yield was attributable to stronger performance delivering higher performance fees per unit of AUM. The increase in performance was partly attributable to the transition to an administration fee model from a transaction charge model in 2005, which reduced fund expenses and resulted in higher fund performance. Substantially all of the impact of these changes was reflected in 2006.

     Combined revenues from transaction charges and net administration fees fell by $149.7 million, or 81.1%, to $34.8 million. This reduction was attributable primarily to the transition from a transaction charge to an administration fee model in 2005.

20

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

Change in GAAP Net Revenues and Other Income between Years Ended

December 31, 2005 and December 31, 2004

	Years Ended December 31,
	2005			2004			Change
	(US dollars in thousands)
Net revenues and other income
Management fees, net	$	137,958		$	138,988		$	(1,030	)
Performance fees, net		279,405			178,024			101,381
Administration fees, net		311			—			311
Transaction charges		184,252			191,585			(7,333	)
Other		1,476			6,110			(4,634	)
Total net revenues and other income	$	603,402		$	514,707		$	88,695
Key ratios
Total net revenues and other income / quarterly average net AUM		5.72	%		4.94	%		0.78	%
Management fees /quarterly average net AUM		1.31	%		1.33	%		(0.03	)%

     Total net revenues and other income increased by $88.7 million, or 17.2%, to $603.4 million. This increase was driven primarily by growth in performance fees.

     Management fees decreased by $1.0 million, or 0.7%, to $138.0 million. This reduction was primarily driven by a reduction in the net management fee yield from 1.33% to 1.31%, reflecting lower management fees per unit of AUM, which, when applied to the increased net AUM base, resulted in a decrease in management fees of $2.7 million. The lower net management fee yield was attributable to increased management fee rebates, partly offset by higher management fee yields on new AUM inflows during 2005. These decreases were partially offset by a 1.2% increase in quarterly average net AUM balances between the periods which, at constant net performance fee yield, resulted in an increase in management fees of $1.6 million.

     Performance fees increased by $101.4 million, or 56.9%, to $279.4 million. This growth was driven by two main factors:

• an increase in the net performance fee yield from 1.71% to 2.65% which, when applied to the increased net AUM base, resulted in an increase in performance fees of $99.3 million, or 97.9% of the total increase in performance fees. The higher net performance fee yield was attributable to stronger performance delivering higher performance fees per unit of AUM. The increase in net performance fee yield was attributable to strong GLG Fund and managed account performance, with the principal exception of two GLG Funds which recorded significant underperformance during the 2005 period; and

• a 1.2% increase in quarterly average net AUM balances between the periods which, at constant net performance fee yield, resulted in an increase in performance fees of $2.1 million, or 2.1% of the total increase in performance fees.

21

     The transition from a transaction charge to an administration fee model, which began in 2005, also resulted in a slight increase in net administration fees and a slight decrease in transaction charges. However, due to the phased-in implementation, the effect on 2005 revenues was limited.

Expenses

Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006

Change in GAAP Expenses between Nine Months Ended September 30, 2007 and September 30, 2006

	Nine Months Ended
	September 30,
	2007			2006			Change
	(US dollars in thousands)
Expenses
Employee compensation and benefits	$	(110,526	)	$	(118,194	)	$	7,668
General, administrative and other		(79,634	)		(43,721	)		(35,912	)
Total expenses	$	(190,160	)	$	(161,915	)	$	(28,246	)
Key ratios
Employee compensation and benefits / total GAAP net revenues and other income		18.62	%		35.39	%		(16.77	)%
General, administrative and other / total GAAP net revenues and other income		13.42	%		13.09	%		0.32	%
Total expenses /total GAAP net revenues and other income		32.04	%		48.48	%		(16.45	)%

     Employee compensation and benefits decreased by $7.7 million, or 6.5%, to $110.5 million. The decreases included a $16.8 million decrease in variable salary, and a $1.5 million decrease in base compensation and benefits, which were mainly attributable to certain GLG key personnel ceasing to be employees at or after the end of the second quarter of 2006, partially offset by a $10.6 million increase in discretionary bonuses. Under the limited partner profit share arrangement, these key personnel became holders of direct or indirect limited partnership interests in the entities which had previously employed them, resulting in comparable amounts which had been paid as compensation thereafter being paid as limited partner profit share.

     General, administrative and other expenses increased by $35.9 million, or 82%, to $79.6 million. This was attributable to the following factors in approximately equal proportions:

• the growing scale of GLG’s operations, principally in relation to increases in personnel and market data expenses; and

• one-time regulatory and legal costs.

Non-GAAP Expense Measures

     As discussed above under “— Assessing Business Performance”, GLG presents a non-GAAP comprehensive limited partner profit share, compensation and benefits measure. The table below reconciles GAAP employee compensation and benefits to non-GAAP PSCB for the periods presented.

22

Change in Non-GAAP Expenses between Nine Months Ended September 30, 2007 and September 30, 2006

	Nine Months Ended
	September 30,
	2007			2006			Change
	(US dollars in thousands)
Non-GAAP expenses
GAAP employee compensation and benefits	$	(110,526	)	$	(118,194	)	$	7,668
Limited partner profit share		(207,500	)		(76,530	)		(130,970	)
Non-GAAP PSCB		(318,026	)		(194,724	)		(123,302	)
GAAP general, administrative and other		(79,634	)		(43,721	)		(35,912	)
Non-GAAP total expenses	$	(397,660	)	$	(238,445	)	$	(159,215	)
Key ratios (based on non-GAAP measures)
Non-GAAP PSCB /total GAAP net revenues and other income		53.58	%		58.31	%		(4.73	)%
General, administrative and other / total GAAP net revenues and other income		13.42	%		13.09	%		0.32	%
Non-GAAP total expenses /total GAAP net revenues and other income		66.99	%		71.40	%		(4.41	)%

     Non-GAAP PSCB, including payments of limited partner profit shares, increased by $123.3 million, or 63%, to $318.0 million. This increase was mainly attributable to the growing scale of GLG’s operations, as GLG’s AUM grew during the period, driving additional headcount. In particular, the 94% increase in performance fees between the periods contributed to a $123.4 million increase in non-GAAP discretionary compensation and bonus, which, together with a $6.8 million increase in non-GAAP base compensation and benefits, substantially outweighed the decreases in non-GAAP variable compensation of $6.9 million attributable to management’s decision to reduce the number of personnel with contractual entitlements to variable compensation. The $131.0 million increase in limited partner profit share was composed of a $112.8 million increase in discretionary limited partner profit share, an $8.2 million increase in base limited partner profit share and a $9.9 million increase in variable limited partner profit share. The non-GAAP PSCB / total GAAP net revenues and other income ratio fell from 58.3% to 53.6%, demonstrating the increasing scalability of GLG’s personnel-related cost base.

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

Change in GAAP Expenses between Years Ended December 31, 2006 and December 31, 2005

	Years Ended December 31,
	2006			2005			Change
	(US dollars in thousands)
Expenses
Employee compensation and benefits	$	(168,386	)	$	(345,918	)	$	177,532
General, administrative and other		(68,404	)		(64,032	)		(4,372	)
Total expenses	$	(236,790	)	$	(409,950	)	$	173,160

23

	Years Ended December 31,
	2006			2005			Change
	(US dollars in thousands)
Key ratios
Employee compensation and benefits / total GAAP net revenues and other income		27.12	%		57.33	%		(30.21	)%
General, administrative and other / total GAAP net revenues and other income		11.02	%		10.61	%		0.41	%
Total expenses /total GAAP net revenues and other income		38.14	%		67.94	%		(29.80	)%

     Employee compensation and benefits fell by $177.5 million, or 51.3%, to $168.4 million. The decreases included a $121.7 million decrease in discretionary bonuses and a $14.3 million decrease in variable salary, which were driven primarily by the following factors:

• certain GLG key personnel ceasing to be employees at or after the end of the second quarter of 2006. These key personnel became holders of direct or indirect limited partnership interests in the entities which had previously employed them, resulting in comparable amounts which had been paid as compensation being paid as limited partner profit share; and

• the non-recurrence in 2006 of certain one-time costs incurred in 2005, primarily the approximately $41.6 million expense recorded in 2005 related to an employment tax settlement covering the period from GLG’s separation from Lehman Brothers International (Europe), or Lehman International, in 2000 to April 5, 2006.

     The decrease was partially offset by the following factors which increased employee compensation and benefits through the period:

• an increase in compensation attributable to the growth in GLG’s headcount as its operations grew; and

• an increase in the proportion of performance-based discretionary compensation. GLG Funds are managed either by principals or by non-principals. Non-principals receive performance-based discretionary compensation related to their performance, either as bonus (for employees who do not participate in the limited partner profit share arrangement) or as discretionary limited partner profit share (for key personnel who participate in the limited partner profit share arrangement). In 2005 a number of funds managed by a former principal of GLG started to be managed by employee non-principal managers. This increased the performance-based discretionary bonuses included in employee compensation and benefits.

     General, administrative and other expenses increased by $4.4 million, or 6.8%, to $68.4 million. This was mainly attributable to the growing scale of GLG’s operations, principally increases in personnel and market data expenses.

Non-GAAP Expense Measures

     As discussed above under “— Assessing Business Performance”, GLG presents a non-GAAP PSCB measure. The table below reconciles GAAP employee compensation and benefits to non-GAAP PSCB for periods presented.

24

Change in Non-GAAP Expenses between Years Ended December 31, 2006 and December 31, 2005

	Years Ended December 31,
	2006			2005			Change
	(US dollars in thousands)
Non-GAAP expenses
GAAP employee compensation and benefits	$	(168,386	)	$	(345,918	)	$	177,532
Limited partner profit share		(201,450	)		—			(201,450	)
Non-GAAP PSCB		(369,836	)		(345,918	)		(23,918	)
GAAP general, administrative and other		(68,404	)		(64,032	)		(4,372	)
Non-GAAP total expenses	$	(438,240	)	$	(409,950	)	$	(28,290	)
Key ratios (based on non-GAAP measures)
Non-GAAP PSCB /total GAAP net revenues and other income		59.57	%		57.33	%		2.24	%
General, administrative and other / total GAAP net revenues and other income		11.02	%		10.61	%		0.41	%
Non-GAAP total expenses /total GAAP net revenues and other income		70.59	%		67.94	%		2.65	%

     Non-GAAP PSCB, including payments of limited partner profit shares, increased by $23.9 million, or 6.9%, to $369.8 million. The increase was attributable primarily to an increase in non-GAAP discretionary compensation and bonus of $65.0 million, offset by a decrease of $7.1 million in non-GAAP variable compensation attributable to management’s decision to reduce the number of personnel with contractual entitlements to variable compensation and a reduction in variable compensation pay out rates for those who continue to have such entitlements. The $201.5 million increase in limited partner profit share was composed of a $186.7 million increase in discretionary limited partner profit share, a $7.6 million increase in base limited partner profit share priority drawings, and a $7.2 million increase in variable limited partner profit share. The factors contributing to the increases include:

• an increase in net revenues, primarily a 41.3% increase in performance fees, which impacted performance-based variable compensation and limited partner profit share;

• an increase in compensation attributable to the growth in GLG’s headcount as its operations grew;

• GLG’s transition from a transaction charge to an administration fee model, which resulted in an increase in the performance fee revenues as a proportion of total net revenues and therefore an increase in the proportion of total net revenues giving rise to performance-based non-GAAP PSCB expense; and

• an increase in the proportion of performance-based discretionary compensation attributable to funds managed by non-principals as described above in the discussion of GAAP expenses. In 2005, this increased the performance-based discretionary bonuses included in employee compensation and benefits. In addition, beginning in mid-2006, as a result of certain of the non-principal investment managers ceasing to be employees and becoming participants in the

25

limited partner profit share arrangement, this increased performance-based discretionary limited partner profit share.

     The increase caused by these factors was partially offset by the non-recurrence in 2006 of certain one-time costs incurred in 2005, primarily the approximately $41.6 million expense recorded in 2005 related to the employment tax settlement covering the period from GLG’s separation from Lehman International in 2000 to April 5, 2006 discussed above. The net impact of all such factors was a slight increase in the non- GAAP PSCB / total GAAP net revenues and other income ratio by 2.2% to 59.6%.

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

Change in GAAP Expenses between Years Ended December 31, 2005 and December 31, 2004

	Years Ended December 31,
	2005			2004			Change
	(US dollars in thousands)
Expenses
Employee compensation and benefits	$	(345,918	)	$	(196,784	)	$	(149,134	)
General, administrative and other		(64,032	)		(42,002	)		(22,030	)
Total expenses	$	(409,950	)	$	(238,786	)	$	(171,164	)
Key ratios
Employee compensation and benefits / total GAAP net revenues and other income		57.33	%		38.23	%		19.10	%
General, administrative and other / total GAAP net revenues and other income		10.61	%		8.16	%		2.45	%
Total expenses /total GAAP net revenues and other income		67.94	%		46.39	%		21.55	%

     Employee compensation and benefits increased by $149.1 million, or 75.8%, to $345.9 million, which included a $115.0 million increase in discretionary bonuses, driven primarily by a 56.9% increase in performance fees and an increase in the proportion of discretionary performance-based compensation attributable to funds managed by non-principals, offset by a $4.6 million decrease in variable salary and a $2.8 million decrease in base compensation and benefits. For 2005 and 2004, non-principals received as bonus performance-based discretionary compensation related to their performance. As such, an increase in the contribution of performance attributable to non-principals increased the performance-based discretionary bonus included in employee compensation and benefits.

     The major driver of the increase in the proportion of performance-based discretionary compensation attributable to non-principals was the transition in the management of funds managed by a former principal of GLG during the periods presented to employee non-principal investment professionals. The shift in 2005 to employee non-principal managers of the funds primarily managed by the former principal resulted in higher performance based discretionary bonuses being included in employee compensation and benefits in 2005 compared to 2004. The increase in employee compensation and benefits was also partially attributable to certain one-time costs incurred in 2005, primarily the approximately $41.6 million expense recorded in 2005 related to the employment tax settlement covering the period from GLG’s separation from Lehman International in 2000 to April 5, 2006. No comparable expense was recorded in 2004.

26

     General and administrative expenses increased by $22.0 million, or 52.4%, to $64.0 million. This increase was mainly attributable to legal, professional and regulatory costs, in addition to costs associated with the development of the GLG platform to support the growing scale of GLG’s operations.

     For these periods, there were no limited partner profit shares, as the limited partner profit share arrangement was not implemented until 2006. As a result, non-GAAP PSCB for these periods would have been the same as GAAP employee compensation and benefits.

Income Tax

     GLG’s effective income tax rate is generally low since the portion of GLG’s profits comprising the limited partner profit share is included in income before income taxes but is subject to tax at the level of the limited partners and is not subject to corporation tax. In addition, some of GLG’s business is conducted in the Cayman Islands which does not levy corporate income tax on GLG’s earnings. Shown in the tables below are reconciliations of income taxes computed at the standard U.K. corporation tax rate to the actual income tax expense which reflect GLG’s effective income tax rate.

     Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006

Change in Income Taxes between Nine Months Ended September 30, 2007 and September 30, 2006

	Nine Months Ended
	September 30,
	2007			2006			Change
	(US dollars in thousands)
Income taxes	$	(33,020	)	$	(14,803	)	$	(18,218	)
Reconciliation of income taxes computed at standard U.K. corporation tax rate to income tax charge
Income before income taxes	$	408,122		$	175,649		$	232,474
Tax charge at U.K. corporation tax rate (30%)		(122,437	)		(52,695	)		(69,742	)
Factors affecting charge:
Overseas tax rate differences		28,913			15,438			13,475
Disallowed and non-taxable items		(1,746	)		(505	)		(1,241	)
Pass through to non-controlling interest holders		62,250			22,959			39,291
Tax on profit on ordinary activities	$	(33,020	)	$	(14,803	)	$	(18,218	)
Effective income tax rate		8.09	%		8.43	%		(0.34	)%

     Income tax expense increased by $18.2 million to $33.0 million, driven mainly by a 132.4% increase in income before income taxes, partially offset by a reduction in the effective income tax rate from 8.43% to 8.09%. The decrease in the effective income tax rate was due to an increase in amounts distributed as limited partner profit shares included in income before income taxes that did not impact income tax expense. The increase in these distributions was a result of certain key personnel ceasing to be employees and becoming participants in the limited partner profit share arrangement at or after the end of the second quarter of 2006.

27

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

Change in Income Taxes between Years Ended December 31, 2006 and December 31, 2005

	Years Ended December 31,
	2006			2005			Change
	(Dollars in thousands)
Income taxes	$	(29,225	)	$	(25,345	)	$	(3,880	)
Reconciliation of income taxes computed at standard U.K. corporation tax rate to income tax charge
Income before income taxes	$	388,733		$	196,247		$	192,486
Tax charge at U.K. corporation tax rate (30%)		(116,620	)		(58,874	)		(57,746	)
Factors affecting charge:
Overseas tax rate differences		27,557			35,185			(7,628	)
Disallowed and non-taxable items		(841	)		(1,656	)		815
Pass through to non-controlling interest holders		60,679			—			60,679
Tax on profit on ordinary activities	$	(29,225	)	$	(25,345	)	$	(3,880	)
Effective income tax rate		7.52	%		12.91	%		(5.40	)%

     Income tax increased by $3.9 million to $29.2 million, driven by a 98.1% increase in income before income taxes, partially offset by a reduction in the effective income tax rate from 12.91% to 7.52%. The decrease in the effective income tax rate was due to an increase in amounts distributed as limited partner profit shares included in income before income taxes that did not impact income tax expense and a reduction in disallowed expenses, partially offset by an increase in the proportion of income before income taxes recognized in the United Kingdom, which applies a higher tax rate than the Cayman Islands and other jurisdictions in which GLG conducts business. The increase in these distributions was a result of certain key personnel ceasing to be employees and becoming participants in the limited partner profit share arrangement at the end of the second quarter of 2006.

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

Change in Income Taxes between Years Ended December 31, 2005 and December 31, 2004

	Years Ended December 31,
	2005			2004			Change
	(Dollars in thousands)
Income taxes	$	(25,345	)	$	(48,372	)	$	23,027
Reconciliation of income taxes computed at standard U.K. corporation tax rate to income tax charge
Income before income taxes	$	196,247		$	276,440		$	(80,193	)
Tax charge at U.K. corporation tax rate (30%)		(58,874	)		(82,932	)		24,058
Factors affecting charge:
Overseas tax rate differences		35,185			36,118			(933	)

28

	Years Ended December 31,
	2005			2004			Change
	(Dollars in thousands)
Disallowed and non-taxable items		(1,656	)		(1,558	)		(98	)
Pass through to non-controlling interest holders		—			—			—
Tax on profit on ordinary activities	$	(25,345	)	$	(48,372	)	$	23,027
Effective income tax rate		12.91	%		17.49	%		(4.58	)%

     Income tax decreased by $23.0 million to $25.3 million, driven by both a 29.0% decrease in income before income taxes and by a reduction in the effective income tax rate from 17.49% to 12.91%. The decrease in the effective income tax rate was due to a decrease in the proportion of income before income taxes recognized in the United Kingdom, which applies a higher tax rate than the Cayman Islands and other jurisdictions in which GLG conducts business, partially offset by an increase in disallowed expenses.

Adjusted Net Income

     As discussed above under “— Assessing Business Performance”, GLG presents a non-GAAP adjusted net income measure. The tables below reconcile net income to adjusted net income for the periods presented.

Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006

Change in Non-GAAP Adjusted Net Income between Nine Months Ended

September 30, 2007 and September 30, 2006

	Nine Months Ended
	September 30,
	2007			2006			Change
	(Dollars in thousands)
Derivation of non-GAAP adjusted net income
GAAP net income	$	375,102		$	160,846		$	214,256
Deduct: limited partner profit share		(207,500	)		(76,530	)		(130,970	)
Non-GAAP adjusted net income	$	167,602		$	84,316		$	83,286

     Adjusted net income increased by $83.3 million, or 99%, to $167.6 million. This increase was driven by increased performance, management and administration fees, resulting from GLG’s larger pool of AUM, stronger performance and increased fee yields during the 2007 period. The adjusted net income measure for these periods includes limited partner profit share arising from fund performance crystallized during the nine months ended September 30, 2007.

29

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

Change in Non-GAAP Adjusted Net Income between Years Ended

December 31, 2006 and December 31, 2005

	Years Ended December 31,
	2006			2005		Change
	(Dollars in thousands)
Derivation of non-GAAP adjusted net income
GAAP net income		359,508			170,902		188,606
Deduct: limited partner profit share		(201,450	)		—		(201,450	)
Non-GAAP adjusted net income	$	158,058		$	170,902	$	(12,844	)

     Adjusted net income decreased by $12.8 million, or 7.5%, to $158.1 million. This reduction was driven by an increase in non-GAAP PSCB, resulting from the transition from a transaction charge to an administration fee model and an increase in the proportion of performance attributable to non-principals, as further described under “— Results of Operations — Expenses — Year Ended December 31, 2006 Compared to Year Ended December 31, 2005 — Non-GAAP Expense Measures”. Such increase was partially offset by the non-recurrence in 2006 of certain one-time costs incurred in 2005, primarily relating to the approximately $41.6 million employment tax settlement with the Inland Revenue.

     For fiscal 2004 and 2005, there were no limited partner profit shares, as the limited partner profit share arrangement was not implemented until 2006. As a result, non-GAAP PSCB for these periods would have been the same as GAAP employee compensation and benefits, and non-GAAP adjusted net income would have been the same as GAAP net income.

Liquidity and Capital Resources

     Liquidity is a measurement of GLG’s ability to meet potential cash requirements, including ongoing commitments to repay borrowings, pay compensation, and satisfy other general business needs. GLG’s primary sources of funds for liquidity consist of cash flows provided by operating activities, primarily the management fees and performance fees paid from the GLG Funds and accounts managed by GLG.

     GLG expects that its cash on hand and its cash flows from operating activities, the issuance of debt and equity securities and existing and future bank loans will satisfy its liquidity needs over the next twelve months. GLG expects to meet its long-term liquidity requirements, including the repayment of its debt obligations, through the generation of operating income, the issuance of debt and equity securities and existing and future bank loans.

     GLG’s ability to execute its business strategy, particularly its ability to form new GLG Funds and increase its AUM, depends on its ability to raise additional investor capital within such funds. Decisions by investors to commit capital to the GLG Funds and accounts managed by GLG will depend upon a number of factors, including, but not limited to the financial performance of the GLG Funds and managed accounts, industry and market trends and performance and the relative attractiveness of alternative investment opportunities.

30

     Excess cash held by GLG on its balance sheet is either kept in deposit bearing accounts or invested in AAA-rated money market funds. Currency hedging is undertaken to maintain currency net assets at pre-determined ratios.

Operating Activities

     GLG’s net cash provided by operating activities was $529.8 million for the nine months ended September 30, 2007 compared to $189.1 million for the nine months ended September 30, 2006, reflecting significantly lower cash payments of compensation and benefits due to certain key personnel ceasing to be employees in mid-2006 and instead becoming participants in the limited partner profit share arrangement. The amounts paid as limited partner profit share are reflected beginning in 2006 as distributions to non-controlling interest holders in financing activities in the statements of cash flows.

     GLG’s net cash provided by operating activities was $219.2 million, $208.5 million and $296.1 million during the years ended December 31, 2006, 2005 and 2004, respectively. These amounts primarily reflect cash-based fee income, less cash compensation, benefits and non-personnel costs and tax payments. The increase in net cash provided by operating activities from 2005 to 2006 was attributable to an increase in net income, driven primarily by certain key personnel ceasing to be employees in mid-2006 and instead becoming participants in the limited partner profit share arrangement, offset by GLG’s need during the period to pay greater accrued compensation which had arisen in 2005. The decrease in net cash provided by operating activities from 2004 to 2005 was attributable primarily to a reduction in net income, coupled with higher year-end fees receivable.

Investing Activities

     GLG’s net cash used in investing activities was $4.4 million for the nine months ended September 30, 2007 compared to $1.7 million for the nine months ended September 30, 2006, reflecting increased purchases of fixed assets to support GLG’s expanding headcount and infrastructure.

     GLG’s net cash used in investing activities was $4.7 million, $0.6 million and $2.9 million during the years ended December 31, 2006, 2005 and 2004, respectively. These amounts primarily reflect the cash purchase of fixed assets to support GLG’s expanding headcount and infrastructure. GLG does not undertake material investing activities, and hence net cash used in investing activities is generally not significant in the context of the business. Additionally, the amount of net cash used in investing activities on a year-to-year basis may be strongly affected by the purchase of a particular fixed asset, thereby giving rise to a potentially volatile year-to-year net cash usage.

Financing Activities

     GLG’s net cash used in financing activities was $407.6 million for the nine months ended September 30, 2007 compared to $152.1 million for the nine months ended September 30, 2006. The increase primarily reflects an increase of $149.3 million of distributions to non-controlling interest holders, the participants in the limited partner profit share arrangement.

     GLG’s net cash used in financing activities was $179.4 million, $106.5 million and $222.1 million during the years ended December 31, 2006, 2005 and 2004, respectively. These amounts primarily reflect distributions made to principals and other participating members. The increase in net cash used in financing activities from 2005 to 2006 was attributable primarily to a decision by the Principals and Trustees to change the timing of distributions from the business from 2005 to 2006, coupled with distributions to non-controlling interest holders during 2006, resulting from certain key personnel becoming participants in the limited partner profit share arrangement beginning in mid-2006.

31

GLG did not make quarterly distributions of profit in 2006 and there were no distributions to non-controlling interest holders in 2005 because the limited partner profit share arrangement was not yet in effect. The decrease in net cash used in financing activities from 2004 to 2005 was attributable to a decision by the Principals and Trustees to draw less cash distributions from the business during 2005.

Off-Balance Sheet Arrangements

     GLG does not have any off-balance sheet arrangements.

Contractual Obligations, Commitments and Contingencies

     GLG has annual commitments under non-cancellable operating leases for office space located in London, the Cayman Islands and New York City (GLG Inc.) which expire on various dates through 2018. The minimum future rental expense under these leases is as follows:

Future Rental Expenses

Years Ended December 31,
2007		2008		2009		2010		2011		Thereafter		Total
							(Dollars in thousands)
$	4,287	$	4,287	$	4,339	$	4,339	$	4,339	$	27,877	$	49,468

     Rental expenses are recognized on a straight-line basis and during the years ended December 31, 2006, 2005 and 2004 were $7.5 million, $6.2 million and $5.1 million, respectively.

     GLG Holdings Limited entered into a credit facility in the principal amount of $13.0 million on October 29, 2002 with the Bank of New York. Interest on the loan was payable quarterly at the annual rate of LIBOR plus 75 basis points. The loan was repayable in four equal quarterly installments of $3.25 million. The first installment was originally due on January 29, 2007; however, the facility was extended on February 28, 2007 for another five years under the same terms and conditions and the repayment was to commence effective January 29, 2012. The loan was secured by a pledge of substantially all of the assets of GLG Holdings Limited and there were liens on the future revenue streams of certain GLG entities. In connection with the consummation of the acquisition, this loan was repaid in full.

     In the normal course of business, GLG and its subsidiaries enter into operating contracts that contain a variety of representations and warranties and that provide general indemnifications. GLG’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against GLG that have not yet occurred. However, based on experience, GLG expects the risk of material loss to be remote.

32

Qualitative and Quantitative Disclosures About Market Risk

     GLG’s predominant exposure to market risk is related to its role as investment manager for the GLG Funds and accounts it manages for clients and the impact of movements in the fair value of their underlying investments. Changes in value of assets managed will impact the level of management and performance fee revenues.

     The broad range of investment strategies that are employed across the approximately 40 GLG Funds and the managed accounts mean that they are subject to varying degrees and types of market risk. In addition, as the GLG Funds and managed accounts are managed independently of each other and risk is managed at a strategy and fund level, it is unlikely that any market event would impact all GLG Funds and managed accounts in the same manner or to the same extent. Moreover, there is no netting of performance fees across funds as these fees are calculated at the fund level.

     The management of market risk on behalf of clients, and through the impact on fees to GLG, is a significant focus for GLG and it uses a variety of risk measurement techniques to identify and manage market risk. Such techniques include Monte Carlo Value at Risk, stress testing, exposure management and sensitivities, and limits are set on these measures to ensure the market risk taken is commensurate with the publicized risk profile of each GLG Fund and in compliance with risk limits.

     In order to provide a quantitative indication of the possible impact of market risk factors on GLG’s future performance, the following sets forth the potential financial impact of scenarios involving a 10% increase or decrease in the fair value of all investments in the GLG Funds and managed accounts. While these scenarios are for illustrative purposes only and do not reflect GLG management’s expectations regarding future performance of the GLG Funds and managed accounts, they represent hypothetical changes that illustrate the potential impact of such events.

Impact on Management Fees

     GLG’s management fees are based on the AUM of the various GLG Funds and accounts that it manages, and, as a result, are impacted by changes in market risk factors. These management fees will be increased or reduced in direct proportion to the impact of changes in market risk factors on AUM in the related GLG Funds and accounts managed by GLG. A 10% change in the fair values of all of the investments held by the GLG Funds and managed accounts as of September 30, 2007 would impact future net management fees in the following four fiscal quarters by an aggregate of $25.5 million, assuming that there is no subsequent change to the investments held by the GLG Funds and managed accounts in those four following fiscal quarters.

Impact on Performance Fees

     GLG’s performance fees are generally based on a percentage of profits of the various GLG Funds and accounts that it manages, and, as a result, are impacted by changes in market risk factors. GLG’s performance fees will therefore generally increase given an increase in the market value of the investments in the relevant GLG Funds and managed accounts and decrease given a decrease in the market value of the investments in the relevant GLG Funds and managed accounts. However, it should be noted that GLG is not required to refund historically crystallized performance fees to the GLG Funds and managed accounts. The calculation of the performance fee includes in certain cases benchmarks and “high-water marks”, and as a result, the impact on performance fees of a 10% change in the fair values of the investments in the GLG Funds and managed accounts cannot be readily predicted or estimated.

33

Impact on Administration Fees

     GLG’s administration fees are generally based on the AUM of the GLG Funds and managed accounts to which they relate and, as a result, are impacted by changes in market risk factors. GLG’s administration fees will generally increase given an increase in the market value of the investments in the relevant GLG Funds and managed accounts and decrease given a decrease in the market value of the investments in the relevant GLG Funds and managed accounts. In certain cases, the calculation of the administration fees includes minimum payments and fixed payments and, as a result, the impact on administration fees of a 10% change in the fair values of the investments in the GLG Funds and managed accounts cannot be readily predicted or estimated.

Market Risk

     The GLG Funds and accounts managed by GLG hold investments that are reported at fair value as of the reporting date. GLG’s AUM is a measure of the estimated fair values of the investments in the GLG Funds and managed accounts. GLG’s AUM will therefore increase (or decrease) in direct proportion to changes in the market value of the total investments across all of the GLG Funds and managed accounts. A 10% change in the fair values of all of the investments held by the GLG Funds and managed accounts as of September 30, 2007 would impact GLG’s gross AUM by $2.4 billion and net AUM by $2.0 billion as of such date. This change will consequently affect GLG’s management fees and performance fees as described above.

Exchange Rate Risk

     The GLG Funds and the accounts managed by GLG hold investments that are denominated in foreign currencies, whose value against GLG’s reporting currency may fluctuate. Furthermore, share classes may be issued in the GLG Funds denominated in foreign currencies, whose value against the currency of the underlying investments, or against GLG’s reporting currency, may fluctuate. The GLG Funds and the managed accounts may employ currency hedging to help mitigate such risks. In addition, foreign currency movements may impact GLG’s management and performance fees as described above. GLG employs a currency hedging policy to help mitigate such risk.

Interest Rate Risk

     The GLG Funds and accounts managed by GLG hold positions in debt obligations and derivatives thereof some of which accrue interest at variable rates and whose value is impacted by reference to changes in interest rates. Interest rate changes may therefore directly impact the AUM valuation of these GLG Funds and managed accounts, which may affect GLG’s management fees and performance fees as described above.

34

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     The following unaudited pro forma condensed combined balance sheets as of September 30, 2007 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2007 and the year ended December 31, 2006 give effect to the acquisition by Freedom Acquisition Holdings, Inc. (“Freedom”) and of GLG Partners LP and certain affiliated entities (collectively, “GLG”) give effect to certain transactions coincident with the acquisition. However, the pro forma information does not give effect to the proposed acquisition of GLG Holdings, Inc. and GLG Inc., which is subject to certain conditions precedent and is not expected to be completed until after the consummation of the acquisition of GLG. The pro forma information is based on the historical financial statements of Freedom and GLG after giving effect to the combination and applying the estimates, assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information.

     The acquisition is considered to be a reverse acquisition recapitalization for accounting purposes because, among other things, the GLG Shareowners own a majority of the outstanding shares of Freedom following consummation of the acquisition. Under this method of accounting, GLG is the acquiring company. The acquisition is treated as the equivalent of GLG issuing stock for the net assets of Freedom accompanied by a recapitalization. The net assets of Freedom, primarily cash, are stated at their fair value, which is equivalent to the carrying value, and accordingly no goodwill or other intangible assets are recorded for accounting purposes.

     For pro forma purposes, the unaudited balance sheet of Freedom as of September 30, 2007 was combined with the unaudited combined balance sheet of GLG as of September 30, 2007 as if the transaction had occurred on September 30, 2007. The unaudited statement of operations of Freedom for the nine months ended September 30, 2007 was combined with the unaudited combined statement of operations of GLG for the nine months ended September 30, 2007 and the statement of operations of Freedom for the period from June 8, 2006 (date of inception) to December 31, 2006 was combined with the combined statement of operations of GLG for the year ended December 31, 2006, in each case as if the transaction had occurred on January 1, 2006.

     The unaudited pro forma condensed combined financial information has been prepared for illustrative purposes and is not intended to represent the condensed combined financial position or condensed combined results of operations in future periods or what the results actually would have been had Freedom and GLG been a combined company during the specified periods. The unaudited pro forma condensed combined financial information and accompanying notes should be read in conjunction with the following information appearing in or incorporated by reference into Freedom’s Current Report on Form 8-K: (1) the GLG historical combined financial statements and notes thereto for the year ended December 31, 2006 and the nine months ended September 30, 2007, (2) the Freedom historical financial statements for the period from June 8, 2006 (date of inception) to December 31, 2006 and notes thereto included in Freedom’s Annual Report on Form 10-K for the year ended December 31, 2006 and the Freedom historical condensed financial statements for the nine months ended September 30, 2007, included in Freedom’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, in each case, filed with the SEC, (3) “GLG Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (4) “Freedom Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

     Net losses of $427.1 million and $710.3 million on a pro forma basis for the nine months ended September 30, 2007 and the year ended December 31, 2006, respectively, were largely driven by non-cash share-based compensation expenses of $791 million and $1,055 million, respectively. These expenses for the nine months ended September 30, 2007 and the year ended December 31, 2006 are composed of the following:

• charges of $53 million and $71 million, respectively, related to the 10,000,000 shares of Freedom common stock to be issued for the benefit of GLG’s employees, service providers and certain key personnel under the Restricted Stock Plan;

• charges of $209 million and $279 million, respectively, related to the 33,000,000 shares of Freedom common stock and $150 million in cash or Notes to be issued for the benefit of certain of GLG’s key personnel participating in the equity participation plan; and

• charges of $529 million and $705 million, respectively, related to the 77,604,988 shares of Freedom common stock and 58,904,993 shares of FA Sub 2 Limited Exchangeable Shares subject to the agreement among principals and trustees.

     The shares described above are subject to certain vesting and forfeiture provisions and the related share-based compensation expenses are being recognized on a straight-line basis over the requisite service period using the accelerated method in accordance with the provisions of SFAS 123(R) for the Restricted Stock Plan and agreement among principals and trustees, and EITF Issue No. 96-18, for the equity participation plan.

     Total shareholders’ deficit on a pro forma basis as of September 30, 2007 of $99 million largely reflects the cash portion of the acquisition consideration of $1.0 billion, less certain amounts payable in relation to the equity participation plan that will be recognized in future periods.

2

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
as of September 30, 2007
(In thousands, except share amounts)

	GLG		Freedom		Pro Forma					Pro Forma
	Historical		Historical		Adjustments					Combined
ASSETS
Cash and cash equivalents	$	391,732	$	1,779	$	(1,001,320	)	(1),	(7)	$	454,531
						519,142		(2	)
						50,000		(3	)
						(17,952	)	(4	)
						511,151		(5	)
						(1	)	(6	)
Deferred compensation, current		—		—		104,094		(1	)		69,469
						(34,625	)	(8	)
Investments		163		—		—					163
Fees receivable		40,687		—		—					40,687
Prepaid and other current assets		32,647		3,784		5,849		(5	)		42,280
Cash held in trust account (restricted cash)		—		519,142		(519,142	)	(2	)		23,892
						23,892		(7	)
Deferred compensation, non-current		—		—		45,906		(8	)		45,906
Property, plant and equipment, net		8,966		—		—					8,966
Total assets	$	474,195	$	524,705	$	(313,006	)			$	685,894
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
Rebates and sub-administration fees payable	$	19,473	$	—	$	—				$	19,473
Accrued compensation and benefits		63,199		—		—					63,199
Income taxes payable		19,038		—		—					19,038
Distributions payable		71,311		—		—					71,311
Accounts payable and accruals		14,753		1,853		36,000		(9	)		52,606
Other liabilities		3,654		—		—					3,654
Loan notes		—		—		23,892		(7	)		23,892
Total current liabilities		191,428		1,853		59,892					253,173
Loan payable		13,000		—		517,000		(5	)		530,000
Deferred underwriters’ fee		—		17,952		(17,952	)	(4	)		—
Redeemable common stock and interest		—		103,881		(103,881	)	(6	)		—
Minority interest		2,031		—		—		(10),	(16)		2,031
Members’ equity:
Members’ equity		6,843		—		(6,843	)	(11	)		—
Common stock, $.0001 par value; 200,000,000 authorized, 64,800,003 issued and outstanding, actual; 1,150,000,000 authorized, 230,340,290 issued and outstanding, pro forma		—		6		17		(12	)		23
Series A voting preferred stock, $.0001 par value; no shares authorized, issued and outstanding, actual; 1,000,000,000 authorized, 58,904,993 issued and outstanding, pro forma		—		—		6		(12	)		6

3

	GLG		Freedom		Pro Forma					Pro Forma
	Historical		Historical		Adjustments					Combined
Additional paid-in capital		—		392,127		(851,320	)	(1),	(7)		97,149
						50,000		(3	)
						103,880		(6	)
						(36,000	)	(9	)
						6,820		(11),	(12)
						431,642		(8	)
Income accumulated during the development stage		—		8,886		(8,886	)	(11	)		—
Accumulated income (deficit)		257,238		—		8,886		(11	)		(200,143	)
						(466,267	)	(8	)
Accumulated other comprehensive income		3,655		—		—					3,655
Total members’ equity		267,736		401,019		(768,065	)				(99,310	)
Total liabilities and members’ equity	$	474,195	$	524,705	$	(313,006	)			$	685,894

See notes to unaudited pro forma condensed combined financial information.

4

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Nine months ended September 30, 2007
(In thousands, except per share amounts)

	GLG			Freedom			Pro Forma					Pro Forma
	Historical			Historical			Adjustments					Combined
Net revenues and other income:
Management fees, net	$	198,892		$	—		$	—				$	198,892
Performance fees, net		343,835			—			—					343,835
Administration fees, net		42,986			—			—					42,986
Other		7,875			—			—					7,875
		593,588			—			—					593,588
Expenses:
Employee compensation and other benefits		(110,526	)		—			(791,096	)	(8	)		(893,029	)
								8,593		(13	)
General, administrative and other		(79,634	)		(554	)		—					(80,188	)
		(190,160	)		(554	)		(782,503	)				(973,217	)
Income (loss) from operations		403,428			(554	)		(782,503	)				(379,629	)
Other income (expense):
Interest income (expense), net		4,694			19,242			(24,981	)	(5	)		(20,287	)
								(19,242	)	(14	)
Income (loss) before income taxes		408,122			18,688			(826,726	)				(399,916	)
Income taxes		(33,020	)		(8,663	)		8,663		(14	)		(27,223	)
								7,494		(15	)
								(1,707	)	(13	)
Net income (loss)		375,102			10,025			(812,276	)				(427,149	)
Less cumulative dividends		—			—			(15,880	)	(16	)		(15,880	)
Interest income subject to possible redemption		—			(1,309	)		1,309		(6	)		—
Less minority interest		(479	)		—			—		(10),	(16)		(479	)
Net income (loss) applicable to equity interest holders	$	374,623		$	8,716		$	(826,847	)			$	(443,508	)
Net income (loss) per common share, basic				$	0.16							$	(1.84	)
Weighted average shares outstanding, basic					64,395								240,895
Net income (loss) per common share, diluted				$	0.12							$	(1.84	)
Weighted average shares outstanding, diluted					82,542								240,895

See notes to unaudited pro forma condensed combined financial information.

5

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Year ended December 31, 2006
(In thousands, except per share amounts)

	GLG			Freedom			Pro Forma					Pro Forma
	Historical			Historical			Adjustments					Combined
Net revenues and other income:
Management fees, net	$	186,273		$	—		$	—				$	186,273
Performance fees, net		394,740			—			—					394,740
Administration fees, net		34,814			—			—					34,814
Other		5,039			—			—					5,039
		620,866			—			—					620,866
Expenses:
Employee compensation and other benefits		(168,386	)		—			(1,054,795	)	(8	)		(1,212,657	)
								10,524		(13	)
General, administrative and other		(68,404	)		(94	)		—					(68,498	)
		(236,790	)		(94	)		(1,044,271	)				(1,281,155	)
Income (loss) from operations		384,076			(94	)		(1,044,271	)				(660,289	)
Other income (expense):
Interest income (expense), net		4,657			390			(33,365	)	(5	)		(28,708	)
								(390	)	(14	)
Income (loss) before income taxes		388,733			296			(1,078,026	)				(688,997	)
Income taxes		(29,225	)		(127	)		127		(14	)		(21,309	)
								10,010		(15	)
								(2,094	)	(13	)
Net income (loss)		359,508			169			(1,069,983	)				(710,306	)
Less cumulative dividends		—			—			(14,174	)	(16	)		(14,174	)
Less minority interest		(182	)		—			—		(10),	(16)		(182	)
Net income (loss) applicable to equity interest holders	$	359,326		$	169		$	(1,084,157	)			$	(724,662	)
Net income (loss) per common share, basic and diluted				$	0.01							$	(3.01	)
Weighted average shares outstanding, basic and diluted					13,012								240,895

See notes to unaudited pro forma condensed combined financial information.

6

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(In thousands, except share and per share amounts)

Note A. Basis of Presentation

     On June 22, 2007, Freedom and GLG announced a definitive agreement pursuant to which Freedom agreed to purchase all of the outstanding equity interests of the certain GLG entities. Because the owners of the equity interests in the acquired GLG entities (the “GLG Shareowners”) own approximately 77% of the voting interests of Freedom immediately following the consummation of the acquisition, GLG is deemed to be the acquiring company for accounting purposes. Accordingly, the transaction has been accounted for as a reverse acquisition. Because Freedom has no active business operations, the acquisition has been accounted for as a recapitalization of GLG and GLG is treated as the acquirer and continuing reporting entity for accounting purposes. The assets and liabilities of Freedom are recorded, as of completion of the acquisition, at fair value, which is considered to approximate historical cost, and added to those of GLG.

     The fair values of the net assets of Freedom are shown below.

Cash	$	520,921
Deferred underwriters’ fee		(17,952	)
Other net current assets		1,931
Redeemable stock		(1	)
Total	$	504,899

Minority Interest

FA Sub 2 Exchangeable Shares

     Upon consummation of the transaction, Noam Gottesman and the Gottesman GLG Trust received, in exchange for their interests in the existing GLG entities, 58,904,993 exchangeable Class B ordinary shares of FA Sub 2 Limited (the “Exhangeable Shares”) and 58,904,993 shares of Freedom Series A voting preferred stock (the “Series A preferred stock”), in addition to their proportionate share of the cash consideration.

     The Exchangeable Shares are exchangeable for an equal number of shares of Freedom common stock at any time for no cash consideration at the holder’s option. Upon exchange of the Exchangeable Shares, an equivalent number of shares of Series A preferred stock will be concurrently redeemed. The shares of Series A preferred stock are entitled to one vote per share and to vote with the common stockholders as a single class but have no economic rights. In contrast, the Exchangeable Shares carry dividend rights but no voting rights except with respect to certain limited matters which will require the majority vote or written consent of the holder of Exchangeable Shares. The combined ownership of the Exchangeable Shares and the Series A preferred stock provides the holder of these shares with voting rights that are equivalent to those of the Freedom common stockholders.

     The dividend rights of the Exchangeable Shares are such that the holder of these shares will receive an equivalent dividend as the common stockholders in addition to a cumulative dividend. The dividend rights of the holder of the Exchangeable Shares are in excess of those of the Freedom common stockholders, and these rights are therefore presented as a cumulative dividend in the pro forma condensed combined statements of operations.

     Since FA Sub 2 Limited will have negative equity on a pro forma basis following completion of the acquisition and the holder of the Exchangeable Shares will have no obligation to fund losses, Freedom will absorb all losses after the cumulative dividends. Upon the materialization of future earnings, the majority interest will be credited to the extent of such losses previously absorbed.

GLG Holdings Inc. and GLG Inc.

     GLG consolidates GLG Holdings Inc. and GLG Inc. pursuant to the requirements of Financial Accounting Standards Board (“FASB”) Interpretation No. 46, Consolidation of Variable Interest Entities, since they are variable interest entities and GLG is the Primary Beneficiary.

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Note B. Pro Forma Adjustments

     Pro forma adjustments are necessary to record the purchase price of the acquisition (consisting of cash and loan notes issued to certain GLG Shareowners (the “Notes”)) and to reflect transactions that are a direct result of the acquisition.

     The following pro forma adjustments are included in the unaudited condensed combined financial statements:

(1)	Reflects cash paid to GLG Shareowners upon consummation of the acquisition, which comprises the $1.0 billion purchase consideration and $1.3 million “net cash”, as defined in the purchase agreement, less the Notes (see Note 7).
(2)	Reflects reclassification of Freedom’s pre-acquisition cash from being held as a receivable (restricted cash) to cash since upon consummation of the acquisition the restrictions will lapse.
(3)	Reflects cash proceeds from the co-investment by Freedom’s sponsors immediately prior to consummation of the acquisition.
(4)	Reflects payment of the deferred underwriters’ fee from Freedom’s initial public offering in December 2006 to be made upon consummation of the acquisition.
(5)	Reflects the revolving credit and term loan facilities to be entered into upon consummation of the acquisition, repayment of existing borrowing and related interest payable. A 0.125% increase in the interest rate would have the following impacts:

Interest expense	$	663
Income tax	$	(199	)

(6)	Reflects the redemption of 100 shares of Freedom common stock upon consummation of the acquisition and reclassification of redeemable common stock as permanent equity.
(7)	Reflects Notes issued, upon request, to Sage Summit LP and Lavender Heights Capital LP upon consummation of the acquisition and the transfer of cash to an escrow account to be held for the repayment of the Notes. The amount reflects the likely maximum amount of Notes that may be requested by those key personnel that may find it advantageous to exercise their right to request Notes. Interest is payable on the Notes at a fluctuating interest rate per annum equal to the rate for the Citibank Custody Institutional Market Deposit Account less 0.10% per annum. As the total interest payable is expected to closely match the returns on restricted cash set aside for the repayment of the Notes, no adjustment has been made to net interest expense in the condensed combined pro forma statement of operations. Pro forma gross interest income on the restricted cash and interest payable on the loan notes are each $797 for the nine months ended September 30, 2007 and $1,063 for the year ended December 31, 2006. The Notes are repayable on demand by either party after an initial minimum holding period of nine months, up to the final redemption date on the second anniversary of the issuance date of the Notes. The Notes are non-recourse obligations of FA Sub 1 Limited and its affiliates (including Freedom).
(8)	Reflects share-based and other compensation recognized in respect of (a) the equity participation plan, (b) the 10,000,000 shares allocated for the benefit of employees, service providers and certain key personnel under the Restricted Stock Plan, and (c) the agreement among the principals and trustees.

(a) Equity participation plan

Upon consummation of the acquisition, certain key personnel who participate in GLG’s equity participation plan are entitled through their limited partnership interests in Sage Summit LP and Lavender Heights Capital LP to receive collectively approximately 15% of the total consideration of cash and Freedom capital stock payable to the GLG Shareowners in the acquisition. This cash and Freedom capital stock will be subject to vesting requirements and will be accounted for in accordance with EITF Issue No. 96-18, “Accounting For Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction With Selling, Goods or Services”.

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These equity participation plan participants will receive a pro rata portion of 25% of such amounts on consummation of the acquisition, with the remaining 75% vesting in equal installments over a three-year period on the first, second and third anniversaries of the consummation of the acquisition.

The total compensation expense included in the condensed combined statement of operations for the year ended December 31, 2006 for the equity participation plan is $279,000. The total expense for the equity participation plan will be $602,000 comprising cash of $150,000 and 33,000,000 Exchangeable Shares of FA Sub 1 Limited converted into Freedom common stock promptly after the acquisition with a fair value of $452,000 (using a fair value of $13.70 per share based on the closing price per share of Freedom common stock on November 2, 2007 and assuming no change in fair value).

(b) Restricted Stock Plan

Of the purchase price for the acquisition, up to 10,000,000 shares of Freedom common stock will be allocated to the employees, service providers and certain key personnel under the Restricted Stock Plan. These shares will be subject to vesting terms. These vesting requirements have not been finally determined; however, these pro forma condensed combined financial statements assume that 25% per annum vests over a four-year period on the first, second, third and fourth anniversaries of the consummation of the acquisition.

A $71,354 charge to the combined statement of operations for the year ended December 31, 2006 has been recognized using the accelerated method under SFAS 123(R), “Share-based payments”, assuming no forfeiture and a fair value of $13.70 per share.

(c) Agreement Among Principals and Trustees

In addition, in connection with the acquisition, Mr. Gottesman, Emmanuel Roman and Pierre Lagrange, (collectively, the “Principals”) and the trustees of their respective trusts (collectively, the “Trustees”) will enter into an agreement among principals and trustees which will provide that, in the event a Principal voluntarily terminates his employment with Freedom for any reason prior to the fifth anniversary of the acquisition, a portion of the equity interests held by that Principal and his related Trustee as of the closing of the acquisition will be forfeited to the Principals who are still employed by Freedom and their related Trustees. The pro forma assumes no forfeiture of shares by any Principal or Trustee.

The agreement provides for vesting at the following rates:

Consummation of the acquisition	17.5	%
Each anniversary from 1st to 5th year	16.5	%

A $704,593 charge to the condensed combined statement of operations for the year ended December 31, 2006 has been recognized using the accelerated method of SFAS 123(R), reflecting 77,604,988 shares of Freedom common stock and 58,904,993 Exchangeable Shares at a fair value of $13.70 per share and assuming no forfeiture.

(9)

Reflects GLG’s and Freedom’s estimated transaction costs of $36,000 consisting primarily of investment banking, legal and accounting fees.

(10)

Minority interests represent the economic interests of the stockholders of GLG Holdings, Inc. Pursuant to a stock purchase agreement dated June 13, 2007, GLG Partners LP (or its designee) agreed to purchase from Emerald Tree Foundation, an independent Bermuda charitable foundation, all of the outstanding shares of GLG Holdings Inc., the parent company of GLG Inc., for $2,500. The closing of the stock purchase is conditioned on, among other things, the registration with the Securities and Exchange Commission of GLG Partners LP or GLG Inc. as an investment adviser under the U.S. Investment Advisers Act of 1940. It is expected that the acquisition of GLG Inc. will be completed following the completion of the acquisition. It is also expected that GLG Partners LP will designate GLG Partners, Inc. as the purchaser and that GLG Inc. will become an indirect wholly owned subsidiary of GLG Partners, Inc.

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Due to the number of contingencies required for completion, the acquisition of GLG Holdings Inc. and GLG Inc. has not been included in the unaudited pro forma condensed combined financial information. The impact of the acquisition of GLG Holdings Inc. and GLG Inc. would be to:

• reduce minority interests by $2,031, reduce cash by $2,500 and increase goodwill by $469 in the unaudited pro forma condensed combined balance sheets as of September 30, 2007 for both assuming the maximum approval and assuming the minimum approval; and

• adjust minority interests by $479 for the nine months ended September 30, 2007 and $182 for the year ended December 31, 2006 in the unaudited pro forma condensed combined statements of operations.

(11)	Reflects reclassification of GLG’s equity accounts to conform to Freedom’s equity structure.
(12)	Reflects the issuance of 171,095,007 shares of Freedom common stock and 58,904,993 shares of Series A preferred stock, which carry only voting rights and nominal economic rights. The 171,095,007 shares of Freedom common stock includes:

•	138,095,007 shares of Freedom common stock; and
•	33,000,000 ordinary shares of FA Sub 1 Limited, which are subject to certain put rights to Freedom and call rights by Freedom, payable upon exercise by delivery of 33,000,000 shares of Freedom common stock.
	The exchange of FA Sub 1 Limited shares for shares of Freedom common stock has been accounted for based on the carrying amounts of the assets and liabilities of FA Sub 1 Limited. The ownership interests of the minority shareholders are unchanged by the exchange.
(13)	Reflects reduction in Principals’ base compensation to $3,000 per annum (plus related payroll taxes) and employment of a general counsel and a chief financial officer post-acquisition with total basic compensation and guaranteed bonus totalling $2,000 per annum (plus related payroll taxes). The adjustment to income tax expense reflects the reduction in allowable deduction at U.K. corporate tax rates for the U.K. component of the Principals’ compensation, and an increase in the allowable deduction for the U.S. component of compensation.
(14)	Freedom’s historical interest income and related taxation expense has been eliminated since the cash held in Freedom will be paid out to the GLG Shareowners upon consummation of the transaction. No pro forma adjustments relating to reporting, compliance and investor relations costs that GLG will incur as a public company have been made.
(15)	Reflects tax effect of interest payable on borrowings at the standard U.K. corporate tax rate.
(16)	Reflects cumulative quarterly cash distributions, based on Freedom’s estimate of the net taxable income of FA Sub 2 Limited allocable to the holder of Exchangeable Shares of FA Sub 2 Limited multiplied by an assumed tax rate, payable to such holder. The holder of the Exchangeable Shares is entitled to a pro rata share of any dividends distributed to Freedom stockholders as if it held an equivalent number of shares of Freedom common stock. In accordance with ARB No. 51, “Consolidated Financial Statements”, paragraph 15, as losses applicable to the minority interest in FA Sub 2 Limited exceed the minority interest in the equity capital of FA Sub 2 Limited, the losses have been charged against the majority interest, as there is no obligation of the minority interest to fund the losses. Losses not shared by the minority interest holder totaled $87,149 and $142.396 for the nine months ended September 30, 2007 and the year ended December 31, 2006, respectively.

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Distributions to non-controlling interests of certain GLG entities relating to the limited partner profit share arrangement have not been deducted from the numerator for the purposes of calculating pro forma basic and diluted earnings per share.

Note C. Pro Forma Earnings Per Share

The pro forma combined basic and diluted net income per share is based on the following (in thousands):

Nine Months Ended September 30, 2007 and Year Ended
December 31, 2006
Freedom shares outstanding prior to the acquisition	64,800
Shares issued in the sponsors’ co-investment	5,000
Shares of common stock issued in connection with the acquisition	138,095
Shares of common stock issued in exchange for ordinary shares of FA Sub 1 Limited	33,000
Pro forma basic and diluted EPS denominator	240,895

     It has been assumed that the 33,000,000 ordinary shares of FA Sub 1 Limited will be acquired in exchange for 33,000,000 shares of Freedom common stock following consummation of the acquisition.

     The number of pro forma additional shares that could potentially dilute pro forma basic earnings per share in the future that were not included in the computation of pro forma diluted earnings per share, because to do so would have been antidilutive are summarized as follows:

	Nine Months Ended		Year Ended
	September 30, 2007		December 31, 2006
FA Sub 2 Limited Exchangeable Shares		58,904,993		58,904,993
Public Offering Warrants		52,800,000		52,800,000
Founders’ Warrants		12,000,003		12,000,003
Sponsors’ Warrants		4,500,000		4,500,000
Co-Investment Warrants		5,000,000		5,000,000
		133,204,996		133,204,996

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