Exhibit 1
MARTIN E. FRANKLIN
May 16, 2010
To: Stockholder Parties to Voting Agreement dated June 22, 2007, as amended
Re: | Withdrawal Notice in Accordance with Section 9.13 of the Voting Agreement |
Dear Stockholder:
Reference is made to the Voting Agreement, dated June 22, 2007, as amended (the “Voting Agreement”), between you and the other Stockholder Parties (as defined in the Voting Agreement). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Voting Agreement.
Pursuant to Sections 9.12 and 9.13(b) of the Voting Agreement, this letter is to notify you that the undersigned, Martin E. Franklin, hereby withdraw from the Voting Agreement with immediate effect.
By signing and returning this letter, you hereby agree and acknowledge my withdrawal and agree to waive the 30-day withdrawal notice period prescribed by Section 9.13(b) of the Voting Agreement. This letter may be executed in counterparts, with each such counterpart, when taken together, constituting one and the same original.
Yours sincerely,
/s/ Martin E. Franklin | ||||
Martin E. Franklin | ||||
ACKNOWLEDGED and AGREED:
/s/ Noam Gottesman | ||||
Noam Gottesman | ||||
/s/ Pierre Lagrange | ||||
Pierre Lagrange | ||||
/s/ Emmanuel Roman | ||||
Emmanuel Roman | ||||
/s/ Leslie J. Schreyer | ||||
Leslie J. Schreyer, in his capacity as | ||||
trustee of the Gottesman GLG Trust | ||||
/s/ Jeffrey A. Robins | ||||
Jeffrey A. Robins, in his capacity as | ||||
trustee of the Roman GLG Trust | ||||
JACKSON HOLDING SERVICES INC.
By: | /s/ Jeffrey A. Robins | |||
Name: | Jeffrey A. Robins | |||
Title: | Director | |||
[Withdrawal Notice]
G&S TRUSTEES LIMITED, IN ITS CAPACITY AS TRUSTEE OF THE LAGRANGE GLG TRUST
By: | /s/ Nigel Bentley | |||
Name: | Nigel Bentley | |||
Title: | Director | |||
POINT PLEASANT VENTURES LTD.
By: | /s/ Nigel Bentley | |||
Name: | Nigel Bentley | |||
Title: | Director | |||
LAVENDER HEIGHTS CAPITAL LP
By: Mount Garnet Limited, its general partner
By: | /s/ Leslie J. Schreyer | |||
Name: | Leslie J. Schreyer | |||
Title: | Director | |||
SAGE SUMMIT LP
By: Sage Summit Ltd., its general partner
By: | /s/ Leslie J. Schreyer | |||
Name: | Leslie J. Schreyer | |||
Title: | Director | |||
GLG PARTNERS, INC.
By: | /s/ Alejandro San Miguel | |||
Name: | Alejandro San Miguel | |||
Title: | General Counsel and Corporate Secretary | |||
[Withdrawal Notice]