Amended and Restated Employment Agreement

1.

EMPLOYMENT UNDER THIS AGREEMENT; TERM.

1.1

The Employee’s employment with the Company under this Agreement will commence immediately following the closing of the acquisition of the GLG business by Freedom Acquisition Holdings, Inc. (the “Transaction”).

1.2

The initial term of the Employee’s employment under this Agreement shall continue until December 31, 2010, unless such employment is sooner terminated pursuant to the provisions of this Agreement (the “Initial Term”). Upon the expiration of the Initial Term and any one-year extension thereafter, the Initial Term or the extended term, as applicable, shall be automatically extended for one additional year unless either party hereto gives the other party at least twelve weeks of advance written notice that he or it does not want such extension to occur (a “Notice of Non-Extension”), in which case the Initial Term or the extended term, as applicable, will not be further extended. Notwithstanding any extensions beyond the Initial Term, the Employee’s employment may be sooner terminated pursuant to the provisions of this Agreement. Hereinafter, the period of the Employee’s employment under this Agreement, including beyond the Initial Term if applicable, will be referred to as the “Term.”

2.

JOB DUTIES.

2.1

The Employee’s departmental position, duties and responsibilities are flexible and may be varied by the Company from time to time and include:

incentive award will be set forth in a definitive award agreement to be entered into by the parties hereto reflecting the terms of this Section 5.2.

6.

EXPENSES AND DEDUCTIONS.

6.1

The Company will reimburse the Employee for all reasonable travel, entertainment, and other similar out-of-pocket expenses wholly, exclusively, and necessarily incurred by the Employee in the performance of the Employee’s duties, provided that any expense claims are supported by the relevant documentation and are made in accordance with the Company’s expense policy from time to time in force.

6.2

The Company may make any lawful deductions from any amounts payable to the Employee under this Agreement as provided in section 29 of the Labour Law. In signing this Agreement, the Employee expressly authorizes the deduction from his remuneration of any overpayment made to the Employee by the Company in error.

7.

NORMAL HOURS OF WORK.

7.1

The Employee’s working hours will be agreed with the Company and subject to alteration dependant on business needs and with a suitable period of advance notice. The Employee is expected to work the hours necessary to fulfill the duties and responsibilities of the Employee’s role.

8.

NOTICE PERIOD.

8.1

The period of notice will be twelve weeks, whether notice of termination of employment is given by the Company to the Employee, or by the Employee to the Company, provided that no notice is required if the Company terminates the Employee “for cause” in accordance with Section 11.1. The Employee’s employment with the Company will automatically terminate upon his death.

8.2

When resigning from the Company, the Employee is required to give written notice to the Board of Directors of the Company (the “Board”).

8.3

Whilst the Employee is serving out any period of notice, the Company reserves the right to give the Employee no duties and/or to exclude the Employee from the Company’s premises for all or part of that period. The Employee will be paid as normal under Section 4.1 during any time that he has no duties and/or is excluded from the firm’s premises. However, the Company reserves the right to set some or all of any accrued holiday entitlement against the period of notice, in which case the accrued entitlement would not be paid on the termination date.

8.4

The Company reserves the right in its discretion to pay the Employee basic salary under Section 4 in lieu of notice of termination. Such payment will be equal to twelve weeks of salary and will be payable to the Employee within thirty days of the employment termination date.

8.5

To the extent that any amount payable under this Agreement constitutes an amount payable under a “nonqualified deferred compensation plan” (as defined in Section 409A of the Internal Revenue Code) following a “separation from service” (as defined in Section 409A of the Internal Revenue Code), including any amount payable under this Section 8, then, notwithstanding any other provision in this Agreement to the contrary, such payment will not be made to the Employee until the day after the date that is six months following the Employee’s “separation from service,” but only if the Employee is deemed by GLG Partners, Inc., in accordance with any relevant procedures that it may establish, to be a “specified employee” under Section 409A of the Internal Revenue Code at the time the Employee “separates from service.” This Section 8.5 will not be applicable after the Employee’s death.

9.

CONFIDENTIALITY.

9.1

The Employee will not, at any time either during or after the termination of the Employee’s employment, disclose to any person or use for his own purposes any confidential information acquired during the course of the Employee’s employment with the Company concerning the business or affairs of any GLG Entity other than in the proper performance of his duties or as ordered by a competent court. This Section 9.1 shall not apply to any confidential information that shall enter the public domain unless it does so through the Employee’s default or a breach of another confidentiality obligation of which the Employee is aware.

9.2

The Employee may be required, and hereby agrees, to execute any additional confidentiality agreements between the Company and the Employee, in such form as will be provided by the Company.

10.

COMPANY PROPERTY.

10.1

The Employee will disclose promptly to the Company full details of all Intellectual Property that the Employee discovers or makes, or assists in discovering or making, during the Employee’s employment with the Company, and agrees and acknowledges that such Intellectual Property shall be the property of the Company, and the Employee shall do all things during and after the termination of the Employee’s employment that may be necessary or desirable for obtaining appropriate forms of protection of such property and for fully vesting such property in the Company or its nominee.

10.2

For the purposes of this Section 10, “Intellectual Property” shall mean letters patent, trademarks, service marks, designs, copyrights, utility models, design rights, applications for registration of any of the foregoing and the right to apply for them in any part of the world, inventions, drawings, computer programs, know-how, and rights of like nature arising or subsisting any where in the world in relation to all of the foregoing, whether registered or unregistered.

11.

TERMINATION.

11.1

The Company may terminate the Employee’s employment “for cause” only if (i) such termination shall have been the result of (A) an act or acts of dishonesty on the part of the Employee constituting a felony and intended to result directly or indirectly in substantial gain or personal enrichment to the Employee at the expense of the Company, or (B) the Employee’s willful and continued failure substantially to perform his duties for the Company (other than any such failure resulting from his incapacity due to physical or mental illness), after a demand for substantial performance is delivered to him by the Board, which demand specifically identifies the manner in which the Board believes that the Employee has not substantially performed his duties and he is given a reasonable time after such demand substantially to perform his duties, and (ii) there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Employee and an o