-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AdYdEGJXzRcj0YZzn4pirRxh6kZiAYJGp6akEOi2aDopgtoXt1YMb1H614Xqak4x p39F5ES2GAwEAIdoawmE0A== 0000950123-10-061681.txt : 20100628 0000950123-10-061681.hdr.sgml : 20100628 20100628162740 ACCESSION NUMBER: 0000950123-10-061681 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20100628 DATE AS OF CHANGE: 20100628 GROUP MEMBERS: GREEN HILL TRUST GROUP MEMBERS: OGIER FIDUCIARY SERVICES (CAYMAN) LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLG Partners, Inc. CENTRAL INDEX KEY: 0001365790 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 205009693 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82299 FILM NUMBER: 10920309 BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-224-7200 MAIL ADDRESS: STREET 1: 390 PARK AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Freedom Acquisition Holdings, Inc. DATE OF NAME CHANGE: 20060612 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Blue Hill Trust CENTRAL INDEX KEY: 0001494641 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 89 NEXUS WAY STREET 2: CAMANA BAY CITY: GRAND CAYMAN STATE: E9 ZIP: KY1 9007 BUSINESS PHONE: 1-345-949-9876 MAIL ADDRESS: STREET 1: 89 NEXUS WAY STREET 2: CAMANA BAY CITY: GRAND CAYMAN STATE: E9 ZIP: KY1 9007 SC 13D 1 y85240sc13d.htm SC 13D sc13d
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GLG Partners, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
 
(Title of Class of Securities)
37929X 107
(CUSIP Number)
Blue Hill Trust
c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way
Camana Bay
Grand Cayman KY1-9007
Cayman Islands
Attention: Fiona M. Barrie
Deputy Managing Director
345-949-9876
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 21, 2010
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
 
 

 


 

                         
CUSIP No.
 
37929X 107 
SCHEDULE 13D Page  
  of   
12
  Pages

 

           
1   NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Blue Hill Trust
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   -0- (See Item 5)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   159,623,802 shares1 (See Item 5)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   8,460,854 shares (See Item 5)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    -0-
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  8,460,854 shares (See Item 5)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  þ
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  3.4% of outstanding shares of Common Stock2 (See Item 5)
     
14   TYPE OF REPORTING PERSON
   
  OO
 
     
1   Represents an aggregate of 159,623,802 shares held by the VSA Parties (described below) as parties to the Voting and Support Agreement dated as of May 17, 2010 described in Item 4. The Blue Hill Trust may be deemed to have beneficial ownership of these shares. The Blue Hill Trust disclaims beneficial ownership of these shares, except for the 8,460,854 shares reported in row 11.
2   Excludes as outstanding shares 58,904,993 shares of Common Stock into which all Exchangeable Securities are exchangeable and shares of Common Stock issuable upon conversion of the Company’s 5.00% convertible subordinated notes due 2014 (the “Notes”). Including as outstanding shares 58,904,993 shares of Common Stock into which all Exchangeable Securities are exchangeable, the percentage would be 2.7%.

 


 

                         
CUSIP No.
 
37929X 107 
SCHEDULE 13D Page  
  of   
12
  Pages

 

           
1   NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Green Hill Trust
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   -0- (See Item 5)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   159,623,802 shares1 (See Item 5)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   5,640,570 shares (See Item 5)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    -0-
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,640,570 shares (See Item 5)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  þ
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  2.2% of outstanding shares of Common Stock2 (See Item 5)
     
14   TYPE OF REPORTING PERSON
   
  OO
 
     
1   Represents an aggregate of 159,623,802 shares held by the VSA Parties as parties to the Voting and Support Agreement dated as of May 17, 2010 described in Item 4. The Green Hill Trust may be deemed to have beneficial ownership of these shares. The Green Hill Trust disclaims beneficial ownership of these shares, except for the 5,640,570 shares reported in row 11.
2   Excludes as outstanding shares 58,904,993 shares of Common Stock into which all Exchangeable Securities are exchangeable and shares of Common Stock issuable upon conversion of the Notes. Including as outstanding shares 58,904,993 shares of Common Stock into which all Exchangeable Securities are exchangeable, the percentage would be 1.8%.

 


 

                         
CUSIP No.
 
37929X 107 
SCHEDULE 13D Page  
  of   
12
  Pages

 

           
1   NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Ogier Fiduciary Services (Cayman) Limited
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   -0- (See Item 5)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   159,623,802 shares1 (See Item 5)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   14,101,424 shares (See Item 5)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    -0-
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  14,101,424 shares (See Item 5)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  þ
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  5.6% of outstanding shares of Common Stock2 (See Item 5)
     
14   TYPE OF REPORTING PERSON
   
  CO
 
     
1   Represents an aggregate of 159,623,802 shares held by the VSA Parties as parties to the Voting and Support Agreement dated as of May 17, 2010 described in Item 4. Ogier Fiduciary Services (Cayman) Limited, in its capacity as trustee of each of the Blue Hill Trust and the Green Hill Trust, may be deemed to have beneficial ownership of these shares. Ogier Fiduciary Services (Cayman) Limited, in its capacity as trustee of each of the Blue Hill Trust and the Green Hill Trust and for itself, disclaims beneficial ownership of these shares, except for the 14,101,424 shares reported in row 11.
2   Excludes as outstanding shares 58,904,993 shares of Common Stock into which all Exchangeable Securities are exchangeable and shares of Common Stock issuable upon conversion of the Notes. Including as outstanding shares 58,904,993 shares of Common Stock into which all Exchangeable Securities are exchangeable, the percentage would be 4.5%.


 

                         
CUSIP No.
 
37929X 107 
SCHEDULE 13D Page  
  of   
12
  Pages
Item 1. Security and Issuer.
     This statement dated June 25, 2010 (the “Schedule 13D”), jointly filed by the Blue Hill Trust, the Green Hill Trust and Ogier Fiduciary Services (Cayman) Limited (the “Trustee”), in its capacity as trustee of each of the Blue Hill Trust and the Green Hill Trust, relates to (1) shares of common stock, par value $.0001 per share (the “Common Stock”), of GLG Partners, Inc. (the “Company”), (2) shares of Series A voting preferred stock, par value $0.0001 per share, of the Company (“Series A Preferred Stock”), (3) Exchangeable Class B ordinary shares of FA Sub 2 Limited, a British Virgin Islands company and subsidiary of the Company (“Exchangeable Shares”) and (4) the Company’s 5.00% dollar-denominated convertible subordinated notes due May 15, 2014 (the “Notes”), which are exchangeable for or convertible into shares of Common Stock. The Series A Preferred Stock and the Exchangeable Shares are referred to collectively as the “Exchangeable Securities”.
     The Company’s principal executive office is located at 399 Park Avenue, 38th Floor, New York, New York 10022.
Item 2. Identity and Background.
     This statement is being filed jointly by the Blue Hill Trust, the Green Hill Trust and the Trustee, in its capacity as trustee of each of the Blue Hill Trust and the Green Hill Trust. They are hereinafter sometimes collectively referred to as the “Reporting Persons”. Each of the Blue Hill Trust and the Green Hill Trust were established for the benefit of certain past, current or future employees and key personnel of the Company who participate or may in the future participate in any remainder interests in the Company equity participation plan. The address of the Reporting Persons is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9007, Cayman Islands. The name, business address, present principal occupation or employment (including name and address of the corporation or organization in which such employment is conducted) and nationality of each executive officer and director is set forth in Schedule A to this statement and is incorporated herein by its entirety.
     By virtue of the Trustee, solely in its capacity as trustee of the Blue Hill Trust and the Green Hill Trust, joining as a party to the Voting and Support Agreement dated as of May 17, 2010 (the “Voting and Support Agreement”) among Sage Summit LP, Lavender Heights Capital LP, Pierre Lagrange, G&S Trustees Limited in its capacity as trustee of the Lagrange GLG Trust, Emmanuel Roman, Jeffrey A. Robins, in his capacity as trustee of the Roman GLG Trust, Noam Gottesman, Leslie J. Schreyer, in his capacity as trustee of the Gottesman GLG Trust, Jackson Holding Services Inc., Point Pleasant Ventures Ltd. and TOMS International Ltd. (collectively, the “VSA Parties”), Man Group plc (“Man”) and Escalator Sub 1 Inc. (“Merger Sub”) as to the voting of voting securities, the Reporting Persons may be deemed to be a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with the other VSA Parties for purposes of the Exchange Act. Although the Reporting Persons do not affirm that such a group has been formed, this disclosure is being made to ensure compliance with the Exchange Act. On the basis of information provided to the Reporting Persons by the other VSA Parties, the Reporting Persons believe that the VSA Parties are the beneficial owners of an aggregate of

 


 

                         
CUSIP No.
 
37929X 107 
SCHEDULE 13D Page  
  of   
12
  Pages
159,623,802 shares (including Exchangeable Securities exchangeable into 58,904,993 shares of Common Stock and 8,064,516 shares of Common Stock issuable upon conversion of $30 million aggregate principal amount of the Notes), which are owned directly by the VSA Parties or over which the VSA Parties have the power to vote (the “Subject Shares”). These Subject Shares represent approximately 50.2% of the outstanding shares of Common Stock (assuming the exchange of all Exchangeable Securities into Common Stock and the conversion of all $30 million aggregate principal amount of the Notes into Common Stock held by the VSA Parties, including the Blue Hill Trust and the Green Hill Trust). The Reporting Persons expressly disclaim beneficial ownership of securities held by any other person or entity. The securities reported herein as being beneficially owned by the Reporting Persons do not include any securities held by the other VSA Parties (including but not limited to accounts or entities under their control) or any other person or entity.
Item 3. Source and Amount of Funds or Other Consideration.
     See the description of the Purchase Agreements under Item 4.
     Pursuant to, and subject to the terms and conditions contained in, the Voting and Support Agreement described in Item 4 below, the Reporting Persons may be deemed to have acquired beneficial ownership of the Subject Shares by virtue of joining the Voting and Support Agreement.
Item 4. Purpose of Transaction.
     By virtue of the Voting and Support Agreement, the VSA Parties, including the Blue Hill Trust and the Green Hill Trust, beneficially own shares of Common Stock representing approximately 50.2% (assuming the exchange of all Exchangeable Securities into Common Stock and the conversion of all $30 million aggregate principal amount of the Notes into Common Stock held by the VSA Parties) of the Company’s voting power. Accordingly, they have the ability to elect the board of directors and thereby control the management and affairs of the Company. The VSA Parties will also be able to determine the outcome of all matters relating to 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 of directors and could preclude any unsolicited acquisition of the Company.
     Under the Share Exchange Agreement dated as of May 17, 2010 (the “Share Exchange Agreement”) by and among Man and the stockholders of the Company party thereto (the “Selling Stockholders”), the Selling Stockholders will exchange their securities of the Company (after exchanging the Exchangeable Securities for shares of Common Stock) for ordinary shares of Man at an exchange ratio of 1.0856 ordinary shares per share of Common Stock, subject to reduction. The consummation of the transactions contemplated by the Share Exchange Agreement is conditioned on the satisfaction or waiver of the conditions to closing set forth under the Agreement and Plan of Merger dated as of May 17, 2010 (the “Merger

 


 

                         
CUSIP No.
 
37929X 107 
SCHEDULE 13D Page  
  of   
12
  Pages
Agreement”) by and among the Company, Man and Merger Sub, pursuant to which Merger Sub will merge with and into the Company, with the Company as the surviving corporation (the “Merger”). Concurrently with the execution and delivery of the Share Exchange Agreement, the Selling Stockholders also entered into the Voting and Support Agreement with Man pursuant to which the Selling Stockholders have agreed to vote their voting securities of the Company in favor of the Merger and the other transactions contemplated by the Merger Agreement.
     On June 21, 2010, the Trustee, acting solely in its capacity as trustee of the Blue Hill Trust, entered into an unconditional rescindable purchase agreement with Sage Summit LP, and the Trustee, acting solely in its capacity as trustee of the Green Hill Trust, entered into an unconditional rescindable purchase agreement with Lavender Heights Capital LP (collectively, the “Purchase Agreements”). Under the Purchase Agreements, Sage Summit LP and Lavender Heights Capital LP (collectively, the “LPs”) each sold its entire holding of 8,460,854 shares and 5,640,570 shares of Common Stock, respectively, to the Blue Hill Trust and the Green Hill Trust (collectively, the “Trusts”), respectively, in exchange for a deferred payment obligation, payable in installments on specified dates of delivery of (A) (i) whole shares of Man received by the Trusts in exchange for securities of the Company under the Share Exchange Agreement or (ii) in lieu of all or a portion of the shares of Man described in clause (i) above, an amount in cash equal to the net proceeds from the sale of shares of Man not otherwise being delivered pursuant to the terms of clause (i), in ordinary sales transactions on the London Stock Exchange, together with (B) an amount in cash equal to the cumulative value of all dividends, distributions and other income distributed by Man in respect of the notional number of shares of Man delivered by the Trusts to the LPs; provided, however, that the installment dates and share amounts set forth in the Purchase Agreements may be adjusted to the extent that forfeitures and/or reallocations of membership interests held by certain members of the LPs occur after the date of the Purchase Agreements in accordance with the terms of the LPs’ limited partnership agreements, as applicable. The LPs each have the right to rescind their respective Purchase Agreements with the respective Trusts and reacquire the shares prior to completion of the Merger (or such other date as agreed). By virtue of the LPs’ rights to rescind their respective Purchase Agreements with the respective Trusts and reacquire the shares prior to completion of the Merger (or such other date as agreed), each of the LPs is deemed to also have beneficial ownership of the shares held by the Trusts, respectively, under the SEC rules for determining beneficial ownership.
     By virtue of the Joinder Agreement, dated as of June 21, 2010 by and among Man, Merger Sub, the Company, the LPs and the Trustee, in its capacity as trustee of each of the Trusts, each of the Trusts joined as parties to the Share Exchange Agreement and the Voting and Support Agreement and agreed to perform the obligations of the LPs thereunder.
     Copies of the Share Exchange Agreement, the Voting and Support Agreement, the Joinder Agreement and the Purchase Agreements are filed as Exhibits 1 — 5 hereto, respectively, and are incorporated by reference into this Item 4. The descriptions of the Share Exchange Agreement, the Voting and Support Agreement, the Joinder Agreement and the Purchase Agreements are qualified in their entirety by reference to the copies of the Share

 


 

                         
CUSIP No.
 
37929X 107 
SCHEDULE 13D Page  
  of   
12
  Pages
Exchange Agreement, the Voting and Support Agreement, the Joinder Agreement and the Purchase Agreements.
Item 5. Interest in Securities of the Issuer.
(a) As a result of the terms of the Voting and Support Agreement, each of the Reporting Persons may be deemed to have acquired beneficial ownership of an aggregate of 159,623,802 shares (including Exchangeable Securities exchangeable into 58,904,993 shares of Common Stock and 8,064,516 shares of Common Stock issuable upon conversion of $30 million aggregate principal amount of the Notes), which are owned directly by the VSA Parties or over which the VSA Parties have the power to vote (the “Subject Shares”). These Subject Shares represent approximately 50.2% of the outstanding shares of Common Stock (assuming the exchange of all Exchangeable Securities into Common Stock and the conversion of all $30 million aggregate principal amount of the Notes into Common Stock held by the VSA Parties). The Reporting Persons expressly disclaim beneficial ownership of securities held by any other VSA Party.
     As of the date hereof, the Reporting Persons have the following interests in the Common Stock and Exchangeable Securities:
     Blue Hill Trust
  (i)   Amount beneficially owned: 8,460,854 shares
 
  (ii)   Percent of class: 3.4% of outstanding shares of Common Stock1
 
  (iii)   Number of shares as to which such person has:
  (a)   Sole power to vote or direct the vote: -0-
 
  (b)   Shared power to vote or direct the vote: 159,623,802 shares (consisting of 159,623,802 shares of voting stock (including (1) Exchangeable Securities which are exchangeable for 58,904,993 shares of Common Stock and (2) $30 million aggregate principal amount of the Notes, which are convertible into 8,064,516 shares of Common Stock) held by the VSA Parties)2
 
1   Excludes as outstanding shares 58,904,993 shares of Common Stock into which all Exchangeable Securities are exchangeable and shares of Common Stock issuable upon conversion of the Notes. Including as outstanding shares 58,904,993 shares of Common Stock into which all Exchangeable Securities are exchangeable, the percentage would be 2.7%.
 
2   The 159,623,802 shares are held by the VSA Parties as parties to the Voting and Support Agreement dated as of May 17, 2010 described in Item 4. The Blue Hill Trust may be deemed to have beneficial ownership of these shares. The Blue Hill Trust disclaims beneficial ownership of these shares, except for the 8,460,854 shares reported in (i) above.

 


 

                         
CUSIP No.
 
37929X 107 
SCHEDULE 13D Page  
  of   
12
  Pages
  (c)   Sole power to dispose or direct the disposition: 8,460,854 shares
 
  (d)   Shared power to dispose or direct the disposition: -0-
     Green Hill Trust
  (i)   Amount beneficially owned: 5,640,570 shares
 
  (ii)   Percent of class: 2.2% of outstanding shares of Common Stock3
 
  (iii)   Number of shares as to which such person has:
  (a)   Sole power to vote or direct the vote: -0-
 
  (b)   Shared power to vote or direct the vote: 159,623,802 shares (consisting of 159,623,802 shares of voting stock (including (1) Exchangeable Securities which are exchangeable for 58,904,993 shares of Common Stock and (2) $30 million aggregate principal amount of the Notes, which are convertible into 8,064,516 shares of Common Stock) held by the VSA Parties)4
 
  (c)   Sole power to dispose or direct the disposition: 5,640,570 shares
 
  (d)   Shared power to dispose or direct the disposition: -0-
     Ogier Fiduciary Services (Cayman) Limited
  (i)   Amount beneficially owned: 14,101,424 shares
 
  (ii)   Percent of class: 5.6% of outstanding shares of Common Stock5
 
  (iii)   Number of shares as to which such person has:
 
3   Excludes as outstanding shares 58,904,993 shares of Common Stock into which all Exchangeable Securities are exchangeable and shares of Common Stock issuable upon conversion of the Notes. Including as outstanding shares 58,904,993 shares of Common Stock into which all Exchangeable Securities are exchangeable, the percentage would be 1.8%.
 
4   The 159,623,802 shares are held by the VSA Parties as parties to the Voting and Support Agreement dated as of May 17, 2010 described in Item 4. The Green Hill Trust may be deemed to have beneficial ownership of these shares. The Green Hill Trust disclaims beneficial ownership of these shares, except for the 5,640,570 shares reported in (i) above.
 
5   Excludes as outstanding shares 58,904,993 shares of Common Stock into which all Exchangeable Securities are exchangeable and shares of Common Stock issuable upon conversion of the Notes. Including as outstanding shares 58,904,993 shares of Common Stock into which all Exchangeable Securities are exchangeable, the percentage would be 4.5%.

 


 

                         
CUSIP No.
 
37929X 107 
SCHEDULE 13D Page  
10 
  of   
12
  Pages
  (a)   Sole power to vote or direct the vote: -0-
 
  (b)   Shared power to vote or direct the vote: 159,623,802 shares (consisting of 159,623,802 shares of voting stock (including (1) Exchangeable Securities which are exchangeable for 58,904,993 shares of Common Stock and (2) $30 million aggregate principal amount of the Notes, which are convertible into 8,064,516 shares of Common Stock) held by the VSA Parties)6
 
  (c)   Sole power to dispose or direct the disposition: 14,101,424 shares
 
  (d)   Shared power to dispose or direct the disposition: -0-
Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer.
     See the descriptions of the Share Exchange Agreement, the Voting and Support Agreement, the Joinder Agreement and the Purchase Agreements under Item 4.
Item 7. Material to be Filed as Exhibits.
     
Exhibit 1.
  Share Exchange Agreement dated as of May 17, 2010 by and among Man and the other stockholders of the Company party thereto included as Exhibit 2.2 to the Current Report on Form 8-K of the Issuer (File No. 001-33217) filed on May 19, 2010, is incorporated herein by reference.
 
   
Exhibit 2.
  Voting and Support Agreement dated as of May 17, 2010 by and among Man, Merger Sub and the other stockholders of the Company party thereto included as Exhibit 10.1 to the Current Report on Form 8-K of the Issuer (File No. 001-33217) filed on May 19, 2010, is incorporated herein by reference.
 
   
Exhibit 3.
  Joinder Agreement dated as of June 21, 2010 by and among Ogier Fiduciary Services (Cayman) Limited, in its capacity as trustee of the Blue Hill Trust and the Green Hill Trust, Sage Summit LP, Lavender Heights Capital LP, Man, Merger Sub and the Company.
 
6   The 159,623,802 shares are held by the VSA Parties as parties to the Voting and Support Agreement dated as of May 17, 2010 described in Item 4. Ogier Fiduciary Services (Cayman) Limited, in its capacity as trustee of each of the Blue Hill Trust and the Green Hill Trust, may be deemed to have beneficial ownership of these shares. Ogier Fiduciary Services (Cayman) Limited, in its capacity as trustee of each of the Blue Hill Trust and the Green Hill Trust and for itself, disclaims beneficial ownership of these shares, except for the 14,101,424 shares reported in (i) above.

 


 

                         
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37929X 107 
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11 
  of   
12
  Pages
     
Exhibit 4.
  Purchase Agreement dated as of June 21, 2010 by and between Ogier Fiduciary Services (Cayman) Limited, in its capacity as trustee of the Blue Hill Trust, and Sage Summit LP.
 
   
Exhibit 5.
  Purchase Agreement dated as of June 21, 2010 by and between Ogier Fiduciary Services (Cayman) Limited, in its capacity as trustee of the Green Hill Trust, and Lavender Heights Capital LP.

 


 

                         
CUSIP No.
 
37929X 107 
SCHEDULE 13D Page  
12 
  of   
12
  Pages
SIGNATURE
          After reasonable inquiry and to the best of their knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.
         
Dated: June 28, 2010  OGIER FIDUCIARY SERVICES (CAYMAN)
LIMITED, IN ITS CAPACITY AS TRUSTEE OF
THE BLUE HILL TRUST
 
 
  By:   /s/ Alejandro San Miguel    
    Alejandro San Miguel   
    Attorney-in-fact   
 
  OGIER FIDUCIARY SERVICES (CAYMAN)
LIMITED, IN ITS CAPACITY AS TRUSTEE OF
THE GREEN HILL TRUST
 
 
  By:   /s/ Alejandro San Miguel    
    Alejandro San Miguel   
    Attorney-in-fact   
 
  OGIER FIDUCIARY SERVICES (CAYMAN)
 LIMITED  
 
  By:   /s/ Alejandro San Miguel    
    Alejandro San Miguel   
    Attorney-in-fact   
 

 


 

Schedule A
Executive Officers and Directors of the Reporting Persons.
     The following table sets forth the name, business address, present principal occupation or employment (and address of such organization), beneficial ownership of securities, place of organization and nationality of each executive officer and director of the Reporting Persons.
                     
    Present Principal Occupation or   Beneficial   Percentage of
Name   Employment   Ownership   Class
W. James T. Bagnall
(Director)
(United Kingdom citizen)
  Partner and Attorney at Ogier Fiduciary Services
(Cayman) Limited
89 Nexus Way
Camana Bay
Grand Cayman KY1-9007
Cayman Islands
    0       0  
 
                   
Fiona M. Barrie
(Director)
(United Kingdom citizen)
  Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way
Camana Bay
Grand Cayman KY1-9007
Cayman Islands
    0       0  
 
                   
Colin J. MacKay
(Executive Director)
(United Kingdom citizen)
  Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way
Camana Bay
Grand Cayman KY1-9007
Cayman Islands
    0       0  
 
                   
Vijayabalan Murugesu
(Director)
(Cayman Islands citizen)
  Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way
Camana Bay
Grand Cayman KY1-9007
Cayman Islands
    0       0  

EX-99.3 2 y85240exv99w3.htm EX-99.3 exv99w3
Exhibit 3
JOINDER AGREEMENT
     THIS JOINDER AGREEMENT (this “Agreement”), dated as of June 21, 2010, is by and among Man Group plc, a public limited company existing under the laws of England and Wales (“Man”), Escalator Sub 1 Inc., a Delaware corporation and a wholly owned subsidiary of Man (“Merger Sub”), GLG Partners, Inc., a Delaware corporation (“GLG”), Ogier Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee of Blue Hill Trust, a Cayman Islands STAR Trust (“Blue Hill”), Ogier Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee of Green Hill Trust, a Cayman Islands STAR Trust (“Green Hill”), Sage Summit LP, a UK partnership (“Sage Summit”), and Lavender Heights Capital LP, a Delaware limited partnership (“Lavender Heights”).
     WHEREAS, Man, Merger Sub and GLG are parties to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of May 17, 2010;
     WHEREAS, Man and, Sage Summit, Lavender Heights and certain other stockholders of GLG (collectively, the “Selling Stockholders”) are parties to a Share Exchange Agreement (the “Share Exchange Agreement”) dated as of May 17, 2010;
     WHEREAS, Man, Merger Sub and the Selling Stockholders are parties to a Voting and Support Agreement (the “Voting and Support Agreement”) dated as of May 17, 2010;
     WHEREAS, Sage Summit and Blue Hill are parties to a Purchase Agreement (the “Sage Purchase Agreement”) dated as of the date hereof, pursuant to which it is contemplated that (i) Blue Hill shall purchase from Sage Summit all shares of common stock of GLG held by Sage Summit, which are subject to the Share Exchange Agreement and the Voting and Support Agreement, and (ii) Blue Hill shall become a party to and assume the rights and obligations of Sage Summit under the Share Exchange Agreement and the Voting and Support Agreement; and
     WHEREAS, Lavender Heights and Green Hill are parties to a Purchase Agreement (the “Lavender Purchase Agreement”) dated as of the date hereof, pursuant to which it is contemplated that (i) Green Hill shall purchase from Lavender Heights all shares of common stock of GLG held by Lavender Heights, which are subject to the Share Exchange Agreement and the Voting and Support Agreement, and (ii) Green Hill shall become a party to and assume the rights and obligations of Lavender Heights under the Share Exchange Agreement and the Voting and Support Agreement;
     NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
     1. Share Exchange Agreement Joinder. Each of Blue Hill and Green Hill hereby agrees that, upon execution of this Agreement and subject to the following sentence, (i) it shall become a party to the Share Exchange Agreement and shall have the benefit of and be bound by, and subject to, all of the rights, covenants, terms and conditions of the Share Exchange

 


 

Agreement as fully and the same as though each of Blue Hill and Green Hill was an original party thereto, and shall be subject to all the provisions and shall perform all the obligations of the Share Exchange Agreement (including Section 2.1 thereof) applicable to Sage Summit or Lavender Heights, as the case may be, as fully and the same as though performed by Sage Summit or Lavender Heights, as the case may be, and (ii) without limiting the generality of the foregoing, it hereby makes the representations and warranties in Article 3 of the Share Exchange Agreement of a “Stockholder” as defined in and under the Share Exchange Agreement. The parties hereto acknowledge and agree that, in accordance with the terms of the Share Exchange Agreement, for all purposes under the Share Exchange Agreement, each of Blue Hill and Green Hill shall be deemed to be a “Stockholder” and a “Service Partnership” as such terms are defined thereunder and Ogier Fiduciary Services (Cayman) Limited (“OFSCL”) shall be deemed to be a “Trustee Party” as such term is defined thereunder, with the full benefit of the provisions in the Share Exchange Agreement that apply to a “Trustee Party”. For the avoidance of doubt, each of Blue Hill and Green Hill is a purpose trust and currently does not have any beneficiaries as of the date hereof but may in the future have beneficiaries.
     2. Voting and Support Agreement Joinder. Each of Blue Hill and Green Hill hereby agrees that, upon execution of this Agreement and subject to the following sentence, (i) it shall become a party to the Voting and Support Agreement and shall have the benefit of and be bound by, and subject to, all of the rights, covenants, terms and conditions of the Voting and Support Agreement as fully and the same as though each of Blue Hill and Green Hill was an original party thereto, and shall be subject to all the provisions and shall perform all the obligations of the Voting and Support Agreement applicable to Sage Summit or Lavender Heights, as the case may be, as fully and the same as though performed by Sage Summit or Lavender Heights, as the case my be, and (ii) without limiting the generality of the foregoing, it hereby makes the representations and warranties in Article 2 of the Voting and Support Agreement of a “Stockholder” as defined in and under the Voting and Support Agreement. The parties hereto acknowledge and agree that, in accordance with the terms of the Voting and Support Agreement, for all purposes under the Voting and Support Agreement, each of Blue Hill and Green Hill shall be deemed to be a “Stockholder” as such term is defined thereunder and OFSCL shall be deemed to be a “Trustee Party” as such term is defined thereunder, with the full benefit of the provisions in the Voting and Support Agreement that apply to a “Trustee Party”.
     3. Consent. Man and Merger Sub hereby consent to the execution, delivery and performance of the Sage Purchase Agreement and the Lavender Purchase Agreement and the transactions contemplated thereby (including delivery of shares of GLG common stock), by Sage Summit and Lavender Heights, respectively, for purposes of Sections 5.5(a)(vi), 5.5(a)(viii), 5.5(a)(xi) and 5.5(a)(xviii) of the Merger Agreement, the Share Exchange Agreement and the Voting and Support Agreement.
     4. GLG Shares. Each of Sage Summit and Lavender Heights hereby represents and warrants to Man and Merger Sub that the dates and numbers of GLG Shares subject to the calculation of the number of Man Shares to be delivered by Blue Hill to Sage Summit or Green Hill to Lavender Heights, as applicable, as set forth on the applicable Schedule I to the Sage Purchase Agreement or Lavender Purchase Agreement, as the case may be, correspond to the true and correct vesting dates and applicable vested amounts under the Second Amended and

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Restated Limited Partnership Agreement of Sage Summit or the Second Amended and Restated Limited Partnership Agreement of Lavender Heights, as applicable, in effect on May 17, 2010 (the “Limited Partnership Agreements”).
     5. Vesting and Other Terms. Each of Sage Summit and Lavender Heights hereby agrees that the purchase price to be received by Sage Summit from Blue Hill under the Sage Purchase Agreement or by Lavender from Green Hill under the Lavender Purchase Agreement, as applicable, shall be subject to the same vesting and other terms and conditions that were applicable to Sage Summit’s and Lavender Heights’ GLG Shares immediately prior to the closing of the Sage Purchase Agreement or Lavender Purchase Agreement, as applicable, except to the extent acceleration is necessary to permit payment of applicable taxes; provided, however, such purchase price and the payment dates of such purchase price may be adjusted to the extent that forfeitures and/or reallocations of membership interest held by certain members of Sage Summit or Lavender Heights occur after the date of this Agreement in accordance with the terms of the applicable Limited Partnership Agreement.
     6. Certification. Starting on December 31, 2010 and ending on the date on which the final purchase price installment is payable under the Sage Purchase Agreement or the Lavender Purchase Agreement, as applicable, on June 30 and December 31 of each year, each of Sage Summit, Lavender Heights, Blue Hill and Green Hill shall provide certifications to Man to the effect that it has not distributed Man Shares (or proceeds from the sale of Man Shares) other than in accordance with the provisions of the Sage Purchase Agreement, Lavender Purchase Agreement or the applicable Limited Partnership Agreement, as the case may be.
     7. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any of the parties without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. Any purported assignment not permitted under this Section 7 shall be null and void.
     8. Further Assurances. Each party hereto shall, from time to time execute such other documents and agreements and provide such certificates as any other party hereunder may reasonably request to carry out and fulfill the transactions, and permit the exercise and assumption of, such rights and obligations as are contemplated hereunder.
     9. Headings and Counterparts. The descriptive headings of this Agreement are for convenience of reference only and do not constitute a part of this Agreement. This Agreement may be executed by facsimile or portable document format (pdf) transmission and in separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.
     10. Governing Law. All claims or causes of action (whether at law, in contract, in tort or otherwise) that may be based upon, arise out of or relate to this Agreement (including, without limitation, the negotiation, termination, performance or non-performance of this Agreement) or the execution of this Agreement, shall be governed by and construed in

3


 

accordance with the laws of the State of Delaware (without regard to any choice or conflicts of law principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware).
     11. Jurisdiction.
     (a) All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding.
     (b) Without limiting other means of service of process permissible under applicable law, each of the parties hereto agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in the Share Exchange Agreement (as supplemented by this Agreement) shall be effective service of process for any suit or proceeding in connection with this Agreement. The consents to jurisdiction set forth in this Section 11 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 11 and shall not be deemed to confer rights on any person other than the parties hereto. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
     12. Notices. For purposes of the Share Exchange Agreement and the Voting and Support Agreement, all notices, requests and other communications to be given or made to Blue Hill and Green Hill shall be delivered at the following addresses:
     If to Blue Hill, to:
Blue Hill Trust
c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way
Camana Bay
Grand Cayman KY1-9007
Cayman Islands

4


 

     If to Green Hill, to:
Green Hill Trust
c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way
Camana Bay
Grand Cayman KY1-9007
Cayman Islands
     13. Effective Time. This Agreement shall not become effective until the closing of the transactions contemplated by the Sage Purchase Agreement and the Lavender Purchase Agreement.
[Signature pages follow]

5


 

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
         
  MAN GROUP PLC
 
 
  By:   /s/ Peter Clarke    
    Name:   Peter Clarke   
    Title:   Chief Executive   
 
  ESCALATOR SUB 1, INC.
 
 
  By:   /s/ John B. Rowsell    
    Name:   John B. Rowsell  
    Title:   President   
 
         
  GLG PARTNERS, INC.
 
 
  By:   /s/ Alejandro San Miguel    
    Name:   Alejandro San Miguel   
    Title:   General Counsel and Corporate Secretary   
 
         
  SAGE SUMMIT LP
 
 
  By:   Sage Summit Ltd., its general partner    
         
     
  By:   /s/ Leslie J. Schreyer    
    Name:   Leslie J. Schreyer   
    Title:   Director   
 
         
  LAVENDER HEIGHTS CAPITAL LP
 
 
  By:   Mount Garnet Limited, its general partner    
 
         
     
  By:   /s/ Leslie J. Schreyer    
    Name:   Leslie J. Schreyer   
    Title:   Director   

 


 

OGIER FIDUCIARY SERVICES (CAYMAN) LIMITED,
acting solely in its capacity as Trustee of
BLUE HILL TRUST  
         
  By:   /s/ Fiona Barrie    
    Name:   Fiona Barrie   
    Title:   Authorized Signatory   
 
  By:   /s/ Inderjit Singh    
    Name:   Inderjit Singh   
    Title:   Authorised Signatory   
 
OGIER FIDUCIARY SERVICES (CAYMAN) LIMITED,
acting solely in its capacity as Trustee of
GREEN HILL TRUST
         
  By:   /s/ Fiona Barrie    
    Name:   Fiona Barrie   
    Title:   Authorized Signatory   
 
     
  By:   /s/ Inderjit Singh    
    Name:   Inderjit Singh   
    Title:   Authorised Signatory   
 

 

EX-99.4 3 y85240exv99w4.htm EX-99.4 exv99w4
Exhibit 4
PURCHASE AGREEMENT
by and between
Sage Summit LP
and
Blue Hill Trust
Dated as of June 21, 2010

 


 

PURCHASE AGREEMENT
     This PURCHASE AGREEMENT (the “Agreement”), dated as of June 21, 2010, is by and between Sage Summit LP, a UK partnership (“Seller”), and Ogier Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee of Blue Hill Trust, a Cayman Islands STAR Trust (“Buyer”).
     WHEREAS, Seller is party to the Share Exchange Agreement (the “Share Exchange Agreement”) dated as of May 17, 2010 among Man Group Plc (“Man”) and certain stockholders of GLG Partners, Inc. (“GLG”);
     WHEREAS, Seller is party to the Voting and Support Agreement (the “Voting and Support Agreement”) dated as of May 17, 2010 among Man, Escalator Sub 1 Inc. (“Merger Sub”), and certain stockholders of GLG;
     WHEREAS, Man, Merger Sub, and GLG are parties to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of May 17, 2010;
     WHEREAS, Seller wishes to sell and Buyer wishes to purchase the GLG Shares (as defined below) prior to the consummation of the transactions contemplated by the Share Exchange Agreement and the Merger Agreement and on the terms set out in this Agreement;
     WHEREAS, Buyer shall concurrently with the execution of this Agreement become a party to and be bound by each of the Share Exchange Agreement and the Voting and Support Agreement by a written instrument dated the date hereof satisfactory to Seller, GLG, Man and Merger Sub; and
     WHEREAS, Seller shall concurrently with the execution of this Agreement obtain the written consent of Man and Merger Sub to the transactions contemplated in this Agreement;
     NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows:
1.   Interpretation. As used in this Agreement, the following terms shall have the following meanings unless the context otherwise requires:
  1.1   “Closing” means the performance of the obligations set out in Section 2
 
      below on the Closing Date other than the obligations expected to be satisfied on the dates set forth on Schedule I.
 
      Closing Date” means the date hereof.
 
      Encumbrance” means any interest or equity of any person (including

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      any right to acquire, option or right of pre-emption or any mortgage charge, pledge, lien, hypothecation, assignment, restriction or security interest of any kind or any other preferential arrangement including, without limitation, any title, transfer or retention arrangement having similar effect) or any obligation or agreement to create any of the foregoing.
 
      Man Shares” mean the ordinary shares of Man.
 
      GLG Shares” means 8,460,854 shares of common stock, par value $0.0001 per share, of GLG currently owned by Seller.
 
      Trustee” means Ogier Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee of Buyer.
  1.2   In this Agreement, where the context admits:
  (a)   references to clauses and the schedule are references to clauses of and the schedule to this Agreement and references to this Agreement include the schedule;
 
  (b)   references to the singular include the plural and vice versa;
 
  (c)   references to “person” include any individual, partnership (whether or not some or all of the members thereof or partners therein have limited liability), corporation or other business entity, state or agency of a state, and any unincorporated association or organization in each case whether or not having separate legal personality;
 
  (d)   words introduced by the word “other” shall not be given a restrictive meaning because they are preceded by words referring to a particular class of acts, matters or things; and
 
  (e)   general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by general words and the word “including” shall be construed without limitation.
  1.3   The headings used in this Agreement are for convenience only and shall not affect the construction of it.
 
  1.4   The schedule shall have effect as if set out herein.

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2.   Sale and Purchase; Consideration.
  2.1   Subject to the terms of this Agreement, on the Closing Date Seller will sell, assign, convey, transfer and deliver to Buyer, free and clear of any Encumbrances, other than under the terms of the Share Exchange Agreement and the Voting and Support Agreement to which Buyer is becoming a party concurrently with the effectiveness of this Agreement, and Buyer will purchase and acquire from Seller, the GLG Shares.
 
  2.2   For the avoidance of doubt, Seller will retain the right to receive any dividends, distributions and other income in respect of the GLG Shares which arise before or by reference to the period before the Closing Date.
 
  2.3   In consideration for the GLG Shares, Buyer will pay Seller the following purchase price payable by Buyer to Seller in installments on the later of, for each installment, (i) the date of such installment set forth on Schedule I, and (ii) three (3) business days following the closing of the transactions under the Share Exchange Agreement, by:
     (a) delivery, as directed by Seller to Buyer by written notice given at least five business days prior to the relevant delivery date, of (i) the number of Man Shares (the “Deliverable Man Shares”) that is calculated as the product of (x) the Exchange Ratio under the Share Exchange Agreement, multiplied by (y) the number of GLG Shares set forth on Schedule I opposite each such date, multiplied by (z) 99.9%; provided, however, that if such product is a fraction then it shall be rounded to the nearest whole number; provided further, however, if the Man Shares are split, combined, subdivided or reclassified after the closing of the Share Exchange Agreement, then the number of Deliverable Man Shares to be delivered by Buyer to Seller pursuant to this clause (a)(i) shall be adjusted accordingly; or (ii) in lieu of all or a portion of the Deliverable Man Shares described in clause (a)(i), an amount in cash equal to the net proceeds of a sale of a number of Deliverable Man Shares not otherwise being delivered pursuant to the terms of clause (a)(i) in ordinary sales transactions on the London Stock Exchange on the applicable date set forth on Schedule I, or if such date is not a trading day on the London Stock Exchange, the immediately preceding London Stock Exchange trading day; and
     (b) payment of a cash amount equal to the cumulative value of all dividends, distributions and other income distributed by Man in respect of the notional number of Deliverable Man Shares delivered by Buyer to Seller pursuant to Section 2.3(a) (whether actual shares or the equivalent value of such shares are delivered);

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      provided, however, that the installment dates and share amounts set forth on Schedule I may be adjusted to the extent that forfeitures and/or reallocations of membership interests held by certain members of Seller occur after the date of this Agreement in accordance with the terms of Seller’s limited partnership agreement.
 
  2.4   Seller may direct delivery of any Man Shares and/or cash to be delivered by Buyer pursuant to Section 2.3 to certain members of Seller by providing reasonable advance written notice to Buyer, and such delivery of Man Shares and cash to such members of Seller shall be in full satisfaction of Buyer’s obligation to deliver such Man Shares and/or cash pursuant to Section 2.3.
3.   Closing. Closing shall take place on the Closing Date at such time and location as Seller and Buyer shall mutually agree.
 
4.   Man Shares. Buyer acknowledges that such Man Shares held by Buyer shall be subject to the terms of the Share Exchange Agreement.
 
5.   Rescission.
  5.1   Except as provided in Section 5.2, no party hereto may rescind this Agreement after the Closing except on the grounds of fraud.
 
  5.2   Seller shall be entitled to rescind this Agreement in part or in whole by written notice to Buyer given at any time after the Closing and prior to the completion of the transactions contemplated by the Merger Agreement and the Share Exchange Agreement.
 
  5.3   In the event of the rescission of this Agreement, Buyer shall return to Seller the GLG Shares and any dividends, distributions and other income in respect of the GLG Shares which arise on or after the Closing Date.
6.   Trustee Liability.
  6.1   The Trustee shall not have any personal liability or obligations of any kind under this Agreement. Any and all personal liability of the Trustee for breaches by Buyer of any obligations, covenants or agreements, either at common law or at equity, under any law or otherwise, is hereby expressly waived by Seller as a condition of and consideration for the execution of this Agreement.
 
  6.2   By executing and delivering this Agreement, the Trustee is acting solely on behalf of, and this Agreement is solely an obligation of, and solely a claim against, the trust estate and assets of Buyer.

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  6.3   Any claim or right to proceed against the Trustee individually, or the individual property or assets of the Trustee, is hereby irrevocably waived and released. No recourse under this Agreement shall be had against the Trustee or any of its assets, except to the extent of the trust estate and assets of Buyer from time to time, by the enforcement of any assessment or by any legal or equitable proceedings seeking to assert such recourse against the Trustee by virtue of any law or otherwise.
 
  6.4   Nothing in this Agreement shall prevent the Trustee from making any distribution from, investment, reinvestment, purchase, sale or other disposition of, other transactions of any kind involving, the trust estate and assets of Buyer other than the GLG Shares.
 
  6.5   Seller hereby irrevocably agrees that, in furtherance of the provisions of this Section 6, (i) it shall not institute against, or join any other person in instituting against, the Trustee individually, or the individual property or assets of the Trustee, any bankruptcy, reorganization, insolvency or liquidation proceeding, or other proceeding under any international, national, federal or state bankruptcy or similar law, in connection with any claim relating to this Agreement; (ii) in the event of any reorganization under the Bankruptcy Reform Act of 1978, as amended, of the Trustee, it will make the election under Section 111(b)(2) of such Act; and (iii) if for any reason, whether or not related to the Bankruptcy Reform Act of 1978, as amended, it shall recover from the Trustee individual property or assets of the Trustee, it promptly shall return such asset or amount recovered to the Trustee.
7.   Indemnity. Seller agrees to indemnify Buyer for any losses, claims or damages arising from any taxes imposed on Buyer in connection with the transactions involving the GLG Shares or the Man Shares contemplated hereby.
 
8.   Miscellaneous.
  8.1   This Agreement shall be binding upon and inure for the benefit of the successors of the parties hereto but shall not be assignable by any party hereto without the prior written consent of the other party hereto.
 
  8.2   This Agreement, together with any documents referred to in it, constitutes the whole agreement between the parties hereto relating to its subject matter and supersedes and extinguishes any prior drafts, agreements and undertakings whether in writing or oral relating to such subject matter, except to the extent that the same are repeated in this Agreement.
 
  8.3   Each of the parties hereto acknowledges to each other that it has not relied in relation to the subject matter of this Agreement or been induced to enter into this Agreement by any information (written or oral), statements or

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      warranties or undertakings or representations of any description made, supplied or given by any of them to the other and each hereby irrevocably and unconditionally waives any right it may have to claim damages for breach of any representation or warranty not contained in this Agreement (save in the event of fraud).
 
  8.4   No amendment, waiver or modification of this Agreement shall be effective unless made in writing and signed by each of the parties hereto.
 
  8.5   The rights, powers, privileges or remedies in this Agreement are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by law or otherwise. No failure to exercise or any delay in exercising any right, power, privilege or remedy under this Agreement shall in any way impair or affect the exercise thereof or operate as a waiver thereof in whole or in part. No single or partial exercise of any right, power or privilege or remedy under this Agreement shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy.
 
  8.6   Each of the parties hereto agrees to execute or procure the execution of such further documents or do or procure the doing of such further acts or things as may in each case be required by law or may be reasonably necessary or desirable to implement and give effect of the terms of this Agreement.
 
  8.7   If any provision of this Agreement shall be held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected.
 
  8.8   Each party hereto shall bear its own costs arising out or in connection with the preparation, negotiation and implementation of this Agreement.
 
  8.9   No person who is not a party to this Agreement shall have any right to enforce any term hereof.
 
  8.10   This Agreement may be executed by facsimile or portable document format (pdf) transmission and in separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.
9.   Notices. All notices, requests, statements or payments shall be made as specified below. All notices are required to be in writing and shall be delivered by letter, facsimile, electronic mail or other documentary form. Notice by facsimile, electronic mail or hand delivery shall be deemed to have been received by the

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    close of the business day on which it was transmitted or hand delivered (unless transmitted or hand delivered after close of business in which case it shall be deemed received at the close of the next business day). Notice by overnight mail or courier shall be deemed to have been received two business days after it was sent. A party may change its addresses by providing notice of same in accordance herewith. Notices shall be sent as follows:
If to Buyer, to:
Blue Hill Trust
c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way
Camana Bay
Grand Cayman KY1-9007
Cayman Islands
If to Seller, to:
Sage Summit LP
c/o GLG Partners, Inc.
399 Park Avenue, 38th Floor
New York, NY 10022
10.   Governing Law. All claims or causes of action (whether at law, in contract, in tort or otherwise) that may be based upon, arise out of or relate to this Agreement (including, without limitation, the negotiation, termination, performance or non-performance of this Agreement) or the execution of this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to any choice or conflicts of law principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware).
 
11.   Jurisdiction.
  11.1   All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding.

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  11.2   Without limiting other means of service of process permissible under applicable law, each of the parties hereto agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9 shall be effective service of process for any suit or proceeding in connection with this Agreement. The consents to jurisdiction set forth in this Section 11 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 11 and shall not be deemed to confer rights on any person other than the parties hereto. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
[Signatures follow]

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     IN WITNESS WHEREOF, Buyer and Seller have signed this Agreement in multiple counterparts, all as of the date first above written.
         
  SAGE SUMMIT LP
 
 
  By:   Sage Summit Ltd., its general partner    
         
  By:   /s/ Leslie J. Schreyer    
    Name:   Leslie J. Schreyer   
    Title:   Director   
         
  OGIER FIDUCIARY SERVICES (CAYMAN)
LIMITED, acting solely in its capacity as Trustee of
BLUE HILL TRUST
 
 
  By:   /s/ Fiona Barrie    
    Name:   Fiona Barrie   
    Title:   Authorized Signatory   
 
     
  By:   /s/ Inderjit Singh    
    Name:   Inderjit Singh   
    Title:   Authorised Signatory   

EX-99.5 4 y85240exv99w5.htm EX-99.5 exv99w5
Exhibit 5
PURCHASE AGREEMENT
by and between
Lavender Heights Capital LP
and
Green Hill Trust
Dated as of June 21, 2010

 


 

PURCHASE AGREEMENT
     This PURCHASE AGREEMENT (the “Agreement”), dated as of June 21, 2010, is by and between Lavender Heights Capital LP, a Delaware limited partnership (“Seller”), and Ogier Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee of Green Hill Trust, a Cayman Islands STAR Trust (“Buyer”).
     WHEREAS, Seller is party to the Share Exchange Agreement (the “Share Exchange Agreement”) dated as of May 17, 2010 among Man Group Plc (“Man”) and certain stockholders of GLG Partners, Inc. (“GLG”);
     WHEREAS, Seller is party to the Voting and Support Agreement (the “Voting and Support Agreement”) dated as of May 17, 2010 among Man, Escalator Sub 1 Inc. (“Merger Sub”), and certain stockholders of GLG;
     WHEREAS, Man, Merger Sub, and GLG are parties to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of May 17, 2010;
     WHEREAS, Seller wishes to sell and Buyer wishes to purchase the GLG Shares (as defined below) prior to the consummation of the transactions contemplated by the Share Exchange Agreement and the Merger Agreement and on the terms set out in this Agreement;
     WHEREAS, Buyer shall concurrently with the execution of this Agreement become a party to and be bound by each of the Share Exchange Agreement and the Voting and Support Agreement by a written instrument dated the date hereof satisfactory to Seller, GLG, Man and Merger Sub; and
     WHEREAS, Seller shall concurrently with the execution of this Agreement obtain the written consent of Man and Merger Sub to the transactions contemplated in this Agreement;
     NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows:
1.   Interpretation. As used in this Agreement, the following terms shall have the following meanings unless the context otherwise requires:
  1.1   Closing” means the performance of the obligations set out in Section 2
 
      below on the Closing Date other than the obligations expected to be satisfied on the dates set forth on Schedule I.
 
      Closing Date” means the date hereof.
 
      Encumbrance” means any interest or equity of any person (including

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any right to acquire, option or right of pre-emption or any mortgage charge, pledge, lien, hypothecation, assignment, restriction or security interest of any kind or any other preferential arrangement including, without limitation, any title, transfer or retention arrangement having similar effect) or any obligation or agreement to create any of the foregoing.
Man Shares” mean the ordinary shares of Man.
GLG Shares” means 5,640,570 shares of common stock, par value $0.0001 per share, of GLG currently owned by Seller.
Trustee” means Ogier Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee of Buyer.
  1.2   In this Agreement, where the context admits:
  (a)   references to clauses and the schedule are references to clauses of and the schedule to this Agreement and references to this Agreement include the schedule;
 
  (b)   references to the singular include the plural and vice versa;
 
  (c)   references to “person” include any individual, partnership (whether or not some or all of the members thereof or partners therein have limited liability), corporation or other business entity, state or agency of a state, and any unincorporated association or organization in each case whether or not having separate legal personality;
 
  (d)   words introduced by the word “other” shall not be given a restrictive meaning because they are preceded by words referring to a particular class of acts, matters or things; and
 
  (e)   general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by general words and the word “including” shall be construed without limitation.
  1.3   The headings used in this Agreement are for convenience only and shall not affect the construction of it.
 
  1.4   The schedule shall have effect as if set out herein.

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  2.   Sale and Purchase; Consideration.
 
  2.1   Subject to the terms of this Agreement, on the Closing Date Seller will sell, assign, convey, transfer and deliver to Buyer, free and clear of any Encumbrances, other than under the terms of the Share Exchange Agreement and the Voting and Support Agreement to which Buyer is becoming a party concurrently with the effectiveness of this Agreement, and Buyer will purchase and acquire from Seller, the GLG Shares.
 
  2.2   For the avoidance of doubt, Seller will retain the right to receive any dividends, distributions and other income in respect of the GLG Shares which arise before or by reference to the period before the Closing Date.
 
  2.3   In consideration for the GLG Shares, Buyer will pay Seller the following purchase price payable by Buyer to Seller in installments on the later of, for each installment, (i) the date of such installment set forth on Schedule I, and (ii) three (3) business days following the closing of the transactions under the Share Exchange Agreement, by:
     (a) delivery, as directed by Seller to Buyer by written notice given at least five business days prior to the relevant delivery date, of (i) the number of Man Shares (the “Deliverable Man Shares”) that is calculated as the product of (x) the Exchange Ratio under the Share Exchange Agreement, multiplied by (y) the number of GLG Shares set forth on Schedule I opposite each such date, multiplied by (z) 99.9%; provided, however, that if such product is a fraction then it shall be rounded to the nearest whole number; provided further, however, if the Man Shares are split, combined, subdivided or reclassified after the closing of the Share Exchange Agreement, then the number of Deliverable Man Shares to be delivered by Buyer to Seller pursuant to this clause (a)(i) shall be adjusted accordingly; or (ii) in lieu of all or a portion of the Deliverable Man Shares described in clause (a)(i), an amount in cash equal to the net proceeds of a sale of a number of Deliverable Man Shares not otherwise being delivered pursuant to the terms of clause (a)(i) in ordinary sales transactions on the London Stock Exchange on the applicable date set forth on Schedule I, or if such date is not a trading day on the London Stock Exchange, the immediately preceding London Stock Exchange trading day; and
     (b) payment of a cash amount equal to the cumulative value of all dividends, distributions and other income distributed by Man in respect of the notional number of Deliverable Man Shares delivered by Buyer to Seller pursuant to Section 2.3(a) (whether actual shares or the equivalent value of such shares are delivered);

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provided, however, that the installment dates and share amounts set forth on Schedule I may be adjusted to the extent that forfeitures and/or reallocations of membership interests held by certain members of Seller occur after the date of this Agreement in accordance with the terms of Seller’s limited partnership agreement.
  2.4   Seller may direct delivery of any Man Shares and/or cash to be delivered by Buyer pursuant to Section 2.3 to certain members of Seller by providing reasonable advance written notice to Buyer, and such delivery of Man Shares and cash to such members of Seller shall be in full satisfaction of Buyer’s obligation to deliver such Man Shares and/or cash pursuant to Section 2.3.
3.   Closing. Closing shall take place on the Closing Date at such time and location as Seller and Buyer shall mutually agree.
 
4.   Man Shares. Buyer acknowledges that such Man Shares held by Buyer shall be subject to the terms of the Share Exchange Agreement.
 
5.   Rescission.
  5.1   Except as provided in Section 5.2, no party hereto may rescind this Agreement after the Closing except on the grounds of fraud.
 
  5.2   Seller shall be entitled to rescind this Agreement in part or in whole by written notice to Buyer given at any time after the Closing and prior to the completion of the transactions contemplated by the Merger Agreement and the Share Exchange Agreement.
 
  5.3   In the event of the rescission of this Agreement, Buyer shall return to Seller the GLG Shares and any dividends, distributions and other income in respect of the GLG Shares which arise on or after the Closing Date.
6.   Trustee Liability.
  6.1   The Trustee shall not have any personal liability or obligations of any kind under this Agreement. Any and all personal liability of the Trustee for breaches by Buyer of any obligations, covenants or agreements, either at common law or at equity, under any law or otherwise, is hereby expressly waived by Seller as a condition of and consideration for the execution of this Agreement.
 
  6.2   By executing and delivering this Agreement, the Trustee is acting solely on behalf of, and this Agreement is solely an obligation of, and solely a claim against, the trust estate and assets of Buyer.

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  6.3   Any claim or right to proceed against the Trustee individually, or the individual property or assets of the Trustee, is hereby irrevocably waived and released. No recourse under this Agreement shall be had against the Trustee or any of its assets, except to the extent of the trust estate and assets of Buyer from time to time, by the enforcement of any assessment or by any legal or equitable proceedings seeking to assert such recourse against the Trustee by virtue of any law or otherwise.
 
  6.4   Nothing in this Agreement shall prevent the Trustee from making any distribution from, investment, reinvestment, purchase, sale or other disposition of, other transactions of any kind involving, the trust estate and assets of Buyer other than the GLG Shares.
 
  6.5   Seller hereby irrevocably agrees that, in furtherance of the provisions of this Section 6, (i) it shall not institute against, or join any other person in instituting against, the Trustee individually, or the individual property or assets of the Trustee, any bankruptcy, reorganization, insolvency or liquidation proceeding, or other proceeding under any international, national, federal or state bankruptcy or similar law, in connection with any claim relating to this Agreement; (ii) in the event of any reorganization under the Bankruptcy Reform Act of 1978, as amended, of the Trustee, it will make the election under Section 111(b)(2) of such Act; and (iii) if for any reason, whether or not related to the Bankruptcy Reform Act of 1978, as amended, it shall recover from the Trustee individual property or assets of the Trustee, it promptly shall return such asset or amount recovered to the Trustee.
7.   Indemnity. Seller agrees to indemnify Buyer for any losses, claims or damages arising from any taxes imposed on Buyer in connection with the transactions involving the GLG Shares or the Man Shares contemplated hereby.
 
8.   Miscellaneous.
  8.1   This Agreement shall be binding upon and inure for the benefit of the successors of the parties hereto but shall not be assignable by any party hereto without the prior written consent of the other party hereto.
 
  8.2   This Agreement, together with any documents referred to in it, constitutes the whole agreement between the parties hereto relating to its subject matter and supersedes and extinguishes any prior drafts, agreements and undertakings whether in writing or oral relating to such subject matter, except to the extent that the same are repeated in this Agreement.
 
  8.3   Each of the parties hereto acknowledges to each other that it has not relied in relation to the subject matter of this Agreement or been induced to enter into this Agreement by any information (written or oral), statements or

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warranties or undertakings or representations of any description made, supplied or given by any of them to the other and each hereby irrevocably and unconditionally waives any right it may have to claim damages for breach of any representation or warranty not contained in this Agreement (save in the event of fraud).
  8.4   No amendment, waiver or modification of this Agreement shall be effective unless made in writing and signed by each of the parties hereto.
 
  8.5   The rights, powers, privileges or remedies in this Agreement are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by law or otherwise. No failure to exercise or any delay in exercising any right, power, privilege or remedy under this Agreement shall in any way impair or affect the exercise thereof or operate as a waiver thereof in whole or in part. No single or partial exercise of any right, power or privilege or remedy under this Agreement shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy.
 
  8.6   Each of the parties hereto agrees to execute or procure the execution of such further documents or do or procure the doing of such further acts or things as may in each case be required by law or may be reasonably necessary or desirable to implement and give effect of the terms of this Agreement.
 
  8.7   If any provision of this Agreement shall be held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected.
 
  8.8   Each party hereto shall bear its own costs arising out or in connection with the preparation, negotiation and implementation of this Agreement.
 
  8.9   No person who is not a party to this Agreement shall have any right to enforce any term hereof.
 
  8.10   This Agreement may be executed by facsimile or portable document format (pdf) transmission and in separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.
9.   Notices. All notices, requests, statements or payments shall be made as specified below. All notices are required to be in writing and shall be delivered by letter, facsimile, electronic mail or other documentary form. Notice by facsimile, electronic mail or hand delivery shall be deemed to have been received by the

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close of the business day on which it was transmitted or hand delivered (unless transmitted or hand delivered after close of business in which case it shall be deemed received at the close of the next business day). Notice by overnight mail or courier shall be deemed to have been received two business days after it was sent. A party may change its addresses by providing notice of same in accordance herewith. Notices shall be sent as follows:
If to Buyer, to:
Green Hill Trust
c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way
Camana Bay
Grand Cayman KY1-9007
Cayman Islands
If to Seller, to:
Lavender Heights Capital LP
c/o GLG Partners, Inc.
399 Park Avenue, 38th Floor
New York, NY 10022
10.   Governing Law. All claims or causes of action (whether at law, in contract, in tort or otherwise) that may be based upon, arise out of or relate to this Agreement (including, without limitation, the negotiation, termination, performance or non-performance of this Agreement) or the execution of this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to any choice or conflicts of law principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware).
 
11.   Jurisdiction.
  11.1   All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding.

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  11.2   Without limiting other means of service of process permissible under applicable law, each of the parties hereto agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9 shall be effective service of process for any suit or proceeding in connection with this Agreement. The consents to jurisdiction set forth in this Section 11 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 11 and shall not be deemed to confer rights on any person other than the parties hereto. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
[Signatures follow]

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     IN WITNESS WHEREOF, Buyer and Seller have signed this Agreement in multiple counterparts, all as of the date first above written.
         
  LAVENDER HEIGHTS CAPITAL LP
 
 
  By:   Mount Garnet Limited, its general partner    
 
     
  By:   /s/ Leslie J. Schreyer    
    Name:   Leslie J. Schreyer   
    Title:   Director   
 
         
  OGIER FIDUCIARY SERVICES (CAYMAN)
LIMITED, acting solely in its capacity as Trustee of
GREEN HILL TRUST
 
 
  By:   /s/ Fiona Barrie    
    Name:   Fiona Barrie   
    Title:   Authorized Signatory   
 
     
  By:   /s/ Inderjit Singh    
    Name:   Inderjit Singh   
    Title:   Authorised Signatory   

 

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