NON-COMPETITION
AGREEMENT
THIS
NON-COMPETITION AGREEMENT (this “Agreement”) is made
and entered into as of the 2nd day of November, 2007, by and
between GLG Partners, Inc., a Delaware corporation (together with
its related entities, the “Company”), and Noam
Gottesman, an individual (the “Selling
Principal”).
WHEREAS, the
Selling Principal owns directly, and beneficially owns indirectly
through a trust established by him (the “Trust”), an
equity interest in the Acquired Companies (as defined in
Exhibit A to that certain Purchase Agreement, dated
June 22, 2007, relating to the acquisition by Freedom
Acquisition Holdings, Inc. of the GLG business (the “Purchase
Agreement”)); and
WHEREAS, the
Selling Principal and the Trust, among others, have entered into
the Purchase Agreement, whereby they have agreed to sell their
equity interests in the Acquired Companies in exchange for Company
securities and cash, as a result of which, the Company will
indirectly acquire all of the equity interests of the Acquired
Companies (the “Transaction”); and
WHEREAS, each of
the Selling Principal and the Trust have, as of this date, sold,
transferred, and conveyed their respective equity interests in the
Acquired Companies in accordance with the Purchase Agreement;
and
WHEREAS, following
the Transaction, the Company intends to continue to carry on the
Business (the “Business” being defined as the
management, investment management, and investment advisory
business, and the business of structuring, establishing, marketing,
distributing, and managing investment funds, as carried on by the
Acquired Companies immediately prior to the closing of the
Transaction or at any time during the Restricted Period (defined in
Section 1(a) below), and any other business or business activity
that the Company engages in during the Restricted Period);
and
WHEREAS, the
Selling Principal has considerable knowledge relating to the
Business, which knowledge will substantially aid the Company in the
operation and conduct of the Business; and
WHEREAS, the
Purchase Agreement provides a substantial financial benefit to the
Selling Principal and the Trust, and contemplates that the parties
hereto will enter into this Agreement as a condition to the closing
of the Transaction;
NOW, THEREFORE, in
consideration of the mutual recitals above and covenants contained
herein, and in accordance with the Purchase Agreement, the parties
hereto agree as follows:
1.
Covenant Not to Compete .
(a)
Non-Competition . Commencing on the date hereof and
continuing until the fifth anniversary of such date, irrespective
of whether the Selling Principal remains employed by the Company
during such time (such five-year period being referred to as the
“Restricted
Period”),
the Selling Principal will not, without the prior written consent
of the Company, either directly or indirectly, carry on or engage
in the Business anywhere in the “Restricted Area”
(defined in Section 1(b) below), except (i) as a shareholder,
officer, director, employee, or consultant of the Company or
(ii) as a shareholder or other equity owner of not more than
three percent (3%) of the shares of any company whose shares are
publicly traded on any recognized stock exchange.
(b)
Restricted Area . For purposes of this Agreement,
“Restricted Area” means the United States, England,
Scotland, Wales, Northern Ireland, and any other country in which
the Selling Principal has undertaken his duties for the Company to
a material extent either during the one-year period immediately
preceding the date hereof or during the Restricted
Period.
2.
Covenant Not to Solicit Employees and Partners
.
(a)
Non-Solicitation . The Selling Principal will not,
during the Restricted Period, dir
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