LIBERTY ACQUISITION HOLDINGS CORP. 75,000,000 Units1 Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 2007 • Liberty Acquisition Holdings Corp. • Blank checks • New York
Citigroup Global Markets Inc. As Representative of the several Underwriters c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • August 16th, 2010 • Liberty Acquisition Holdings Corp. • Blank checks • New York
PREFERRED STOCK PURCHASE AGREEMENT, dated as of August 13, 2010 (this “Agreement”), between [•] (the “Investor”), and LIBERTY ACQUISITION HOLDINGS CORP., a Delaware corporation (the “Company”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2007 • Liberty Acquisition Holdings Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [___] day of [___] 2007, by and among Liberty Acquisition Holdings Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 17th, 2007 • Liberty Acquisition Holdings Corp. • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • August 17th, 2007 • Liberty Acquisition Holdings Corp.
Berggruen Freedom Holdings, Ltd. hereby subscribes for TEN MILLION SIX HUNDRED FORTY-THREE THOUSAND TWO HUNDRED AND FIFTY (10,643,250) units (“Units”) of Liberty Acquisition Holdings Corp., a Delaware corporation (the “Corporation”) for an aggregate purchase price of TWELVE THOUSAND THREE HUNDRED AND FORTY DOLLARS AND 01/100 ($12,340.01), the receipt and sufficiency of which is hereby acknowledged. Each Unit shall consist of (i) one (1) share of the Corporation’s common stock, par value $0.0001 per share (the “Common Stock”) and (ii) one half (1/2) of one warrant (a “Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Common Stock of the Corporation at $7.00 per share. Upon receipt by the Corporation of said consideration on this date, the Corporation shall issue to the undersigned a stock and warrant certificate or certificates (or, if not certificated, provide documentation reflecting the registration in the name of the undersigned on the stock and war
Liberty Acquisition Holdings Corp. 1114 Avenue of the Americas, 41st Floor New York, New York 10036 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 11th, 2008 • Liberty Acquisition Holdings Corp. • Blank checks
This Amended Letter Agreement amends and supersedes in its entirety the Letter Agreement, dated August 9, 2007, by and among the above referenced parties and the undersigned.
Liberty Acquisition Holdings Corp. 1114 Avenue of the Americas, 41st Floor New York, New York 10036 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 11th, 2008 • Liberty Acquisition Holdings Corp. • Blank checks
This Amended Letter Agreement amends and supersedes in its entirety the Letter Agreement, dated August 9, 2007, by and among the above referenced parties and the undersigned.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2008 • Liberty Acquisition Holdings Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 12 day of December 2007, by and among Liberty Acquisition Holdings Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Liberty Acquisition Holdings Corp. 1114 Avenue of the Americas, 41st Floor New York, New York 10036 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 11th, 2008 • Liberty Acquisition Holdings Corp. • Blank checks
This Amended Letter Agreement amends and supersedes in its entirety the Letter Agreement, dated August 9, 2007, by and among the above referenced parties and the undersigned.
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • March 11th, 2008 • Liberty Acquisition Holdings Corp. • Blank checks • Delaware
This Director and Officer Indemnification Agreement (the “Agreement”) is made and entered into this day of , , by and among Liberty Acquisition Holdings Corp., a Delaware corporation (the “Company”) and _____________ (“Indemnitee”).
SECOND AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • December 12th, 2007 • Liberty Acquisition Holdings Corp. • Blank checks • New York
This Second Amended and Restated Warrant Agreement (this “Agreement”) is made as of December 6, 2007, by and between Liberty Acquisition Holdings Corp., a Delaware corporation, with offices at 1114 Avenue of the Americas, 41st Floor, New York, New York 10036 (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
WARRANT AGREEMENTWarrant Agreement • August 17th, 2007 • Liberty Acquisition Holdings Corp. • New York
This Warrant Agreement (this “Agreement”) is made as of August 9, 2007, by and between Liberty Acquisition Holdings Corp., a Delaware corporation, with offices at 1114 Avenue of the Americas, 41st Floor, New York, New York 10036 (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and among PROMOTORA DE INFORMACIONES, S.A., LIBERTY ACQUISITION HOLDINGS CORP. and LIBERTY ACQUISITION HOLDINGS VIRGINIA, INC.Business Combination Agreement • August 9th, 2010 • Liberty Acquisition Holdings Corp. • Blank checks
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT, dated as of March 5, 2010 (as originally executed, the “Original BCA”), and amended by Amendment No.1 dated as of March 15, 2010, Amendment No.2 dated as of April 5, 2010 and Amendment No. 3 dated as of May 7, 2010, and as further amended and restated as of August 4, 2010 (this “Agreement”), by and among Promotora de Informaciones, S.A., a Spanish sociedad anónima (“PRISA”), Liberty Acquisition Holdings Corp., a Delaware corporation (“Liberty”), and Liberty Acquisition Holdings Virginia, Inc., a Virginia corporation and wholly owned subsidiary of Liberty (“Liberty Virginia”).
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • November 9th, 2007 • Liberty Acquisition Holdings Corp. • Blank checks • New York
This Amended and Restated Warrant Agreement (this “Agreement”) is made as of November 9, 2007, by and between Liberty Acquisition Holdings Corp., a Delaware corporation, with offices at 1114 Avenue of the Americas, 41st Floor, New York, New York 10036 (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
SPONSORS’ WARRANT AND CO-INVESTMENT UNITS SUBSCRIPTION AGREEMENTSponsors’ Warrant and Co-Investment Units Subscription Agreement • August 17th, 2007 • Liberty Acquisition Holdings Corp.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • December 2nd, 2010 • Liberty Acquisition Holdings Virginia, Inc. • Cable & other pay television services • New York
This Amendment (this “Amendment”) is made as of November 29, 2010 by and among Liberty Acquisition Holdings Corp., a Delaware corporation (the “Company”), Liberty Acquisition Holdings Virginia, Inc., a Virginia corporation (“Liberty Virginia”), Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”), and Promotora de Informaciones, S.A., a sociedad anónima organized under the laws of Spain (“PRISA”).
Berggruen Acquisition Holdings Ltd. 1114 Avenue of the Americas New York, New York 10036 and Marlin Equities II, LLC 555 Theodore Fremd Avenue Suite B-302 Rye, New York 10580Securities Surrender Agreement • August 9th, 2010 • Liberty Acquisition Holdings Corp. • Blank checks
Reference is made to (i) the Amended and Restated Business Combination Agreement, dated as of August 4, 2010 (the “Business Combination Agreement”), by and among Liberty Acquisition Holdings Corp. (“Liberty”), Liberty Acquisition Holdings Virginia, Inc. and Promotora de Informaciones, S.A. (“Prisa”) and (ii) the Securities Surrender Agreement, dated as of May 7, 2010 (the “Original Securities Surrender Agreement”), by and among Liberty, Berggruen Acquisition Holdings Ltd. and Marlin Equities II, LLC. Unless otherwise defined herein, capitalized terms are used herein as defined in the Business Combination Agreement (or if applicable, the Further Amended Business Combination Agreement (as defined below)).
AMENDMENT NO.1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 18th, 2010 • Liberty Acquisition Holdings Corp. • Blank checks
This AMENDMENT NO.1 is dated as of March 15, 2010 (this “Amendment”) and amends that certain BUSINESS COMBINATION AGREEMENT, dated as of March 5, 2010, by and between Promotora de Informaciones, S.A., a Spanish sociedad anónima (“Prisa”), and Liberty Acquisition Holdings Corp., a Delaware corporation (“Liberty”) (the “Business Combination Agreement”). Capitalized terms used but not otherwise defined in this Amendment have the meanings given such terms in the Business Combination Agreement.
AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 7th, 2010 • Liberty Acquisition Holdings Corp. • Blank checks
This Amendment No. 3 to Business Combination Agreement (this “Amendment”) is dated as of May 7, 2010 and amends that certain Business Combination Agreement, dated as of March 5, 2010, as amended, by and between Promotora de Informaciones, S.A., a Spanish sociedad anónima (“Prisa”), and Liberty Acquisition Holdings Corp., a Delaware corporation (“Liberty”) (as amended, the “Business Combination Agreement”). Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Business Combination Agreement.
AGREEMENT OF COMMITMENT TO VOTE IN FAVOR OF THE RESOLUTION FOR INCREASE OF CAPITAL IN PROMOTORA DE INFORMACIONES, S.A.Agreement of Commitment to Vote • March 10th, 2010 • Liberty Acquisition Holdings Corp. • Blank checks
On the one hand, MR. IGNACIO POLANCO, of legal age, resident in Madrid, with domicile at calle Méndez Núñez, 17, Madrid, and Spanish I.D. Document and Tax I.D. Number ____________.
SPONSOR SUPPORT AGREEMENT by and among PROMOTORA DE INFORMACIONES, S.A., BERGGRUEN ACQUISITION HOLDINGS LTD., and MARLIN EQUITIES II, LLC Dated as of March 5, 2010Sponsor Support Agreement • March 10th, 2010 • Liberty Acquisition Holdings Corp. • Blank checks • Delaware
SPONSOR SUPPORT AGREEMENT, dated as of March 5, 2010 (this “Agreement”) by and among Promotora de Informaciones, S.A., a Spanish sociedad anónima (“PRISA”), Berggruen Acquisition Holdings Ltd., a British Virgin Islands business company (“Berggruen Holdings”), and Marlin Equities II, LLC, a Delaware limited liability company (“Marlin Equities,” and together with Berggruen Holdings, the “Sponsors” or individually, a “Sponsor”).
FORM OF UNIT ESCROW AGREEMENTUnit Escrow Agreement • August 17th, 2007 • Liberty Acquisition Holdings Corp. • New York
This Unit Escrow Agreement is made as of ____________________, 2007 (the “Agreement”), by and among Liberty Acquisition Holdings Corp., a Delaware corporation (the “Company”), Berggruen Acquisition Holdings Ltd, Marlin Equities II, LLC, Paul B. Guenther, James N. Hauslein and Nathan Gantcher (collectively, the “Founders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
Berggruen Acquisition Holdings Ltd. 1114 Avenue of the Americas New York, New York 10036 and Marlin Equities II, LLC 555 Theodore Fremd Avenue Suite B-302 Rye, New York 10580Securities Surrender Agreement • May 7th, 2010 • Liberty Acquisition Holdings Corp. • Blank checks
LETTER AGREEMENT FOR BERGGRUEN HOLDINGS EMPLOYEES LIBERTY ACQUISITION HOLDINGS CORP.Letter Agreement • August 17th, 2007 • Liberty Acquisition Holdings Corp.
This letter will confirm our agreement, that you will not present Liberty Acquisition Holdings Corp. (the “Company”) with a potential business combination opportunity with a company (i) with which you have had any discussions, formal or otherwise, with respect to a business combination with another company prior to the consummation of the Company’s initial public offering or (ii) that is competitive with any portfolio company of Berggruen Holdings Ltd until after you have presented the opportunity to such portfolio company and such portfolio company has determined not to proceed with that opportunity.
FORM OF LETTER AGREEMENT FOR ADMINISTRATIVE SERVICES LIBERTY ACQUISITION HOLDINGS CORP.Letter Agreement for Administrative Services • August 17th, 2007 • Liberty Acquisition Holdings Corp.
This letter will confirm our agreement, that commencing on the consummation date (the “Closing Date”) of the initial public offering (“IPO”) of the securities of Liberty Acquisition Holdings Corp. (the “Company”) and continuing until the earlier of the consummation by the Company of a “Business Combination” or the liquidation of the Company (each, as described in the Company’s IPO prospectus, and such earlier date, the “Termination Date”), Berggruen Holdings, Inc. (“Berggruen”) shall make available to the Company certain office space, administrative services and secretarial support, in the New York, New York area as may be required by the Company from time to time, situated at 1114 Avenue of the Americas, 41st Floor, New York, New York 10036 (or any successor location). In exchange therefor, the Company shall pay to Berggruen the sum of $10,000 per month (the “Fee”) on the Closing Date and continuing monthly thereafter until the Termination Date.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • March 10th, 2010 • Liberty Acquisition Holdings Corp. • Blank checks • New York
This Amendment (this “Amendment”) is made as of [___], 2010 by and among Liberty Acquisition Holdings Corp., a Delaware corporation (the “Company”), [LIBERTY VIRGINIA], a Virginia corporation (“Liberty Virginia”), Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”), and Promotora de Informaciones, S.A., a sociedad anónima organized under the laws of Spain (“PRISA”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 16th, 2010 • Liberty Acquisition Holdings Corp. • Blank checks
This Amendment No.1 to Amended and Restated Business Combination Agreement (this “Amendment”) is dated as of August 13, 2010 and, if the conditions set forth in Section 9.22 of said agreement so provide, amends that certain Amended and Restated Business Combination Agreement (the “Business Combination Agreement”), dated as of August 4, 2010, by and among Promotora de Informaciones, S.A., a Spanish sociedad anónima (“Prisa”), Liberty Acquisition Holdings Corp., a Delaware corporation (“Liberty”) and Liberty Acquisition Holdings Virginia, Inc., a Virginia corporation (“Liberty Virginia”) Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Business Combination Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 12th, 2007 • Liberty Acquisition Holdings Corp. • Blank checks • New York
This Agreement is made as of December 12, 2007 by and between LIBERTY ACQUISITION HOLDINGS CORP. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
AMENDED AND RESTATED SPONSORS’ WARRANT AND CO-INVESTMENT UNITS SUBSCRIPTION AGREEMENTSponsors’ Warrant and Co-Investment Units Subscription Agreement • December 12th, 2007 • Liberty Acquisition Holdings Corp. • Blank checks
This Amended and Restated Sponsor’s Warrant and Co-Investment Units Subscription Agreement amends and restates in its entirety the Sponsor’s Warrant and Co-Investment Units Subscription Agreement, dated August 9, 2007, by and between Liberty Acquisition Holdings Corp. and the undersigned.
Liberty Acquisition Holdings Corp. 1114 Avenue of the Americas 41st Floor New York, New York 10036Deferred Discount Reduction • August 9th, 2010 • Liberty Acquisition Holdings Corp. • Blank checks
Liberty Acquisition Holdings Corp. 1114 Avenue of the Americas 41st Floor New York, New York 10036Deferred Discount Reduction • May 7th, 2010 • Liberty Acquisition Holdings Corp. • Blank checks
BUSINESS COMBINATION AGREEMENT by and between PROMOTORA DE INFORMACIONES, S.A. and LIBERTY ACQUISITION HOLDINGS CORP. Dated as of March 5, 2010Business Combination Agreement • March 10th, 2010 • Liberty Acquisition Holdings Corp. • Blank checks
BUSINESS COMBINATION AGREEMENT, dated as of March 5, 2010 (this “Agreement”), by and between Promotora de Informaciones, S.A., a Spanish sociedad anónima (“PRISA”), and Liberty Acquisition Holdings Corp., a Delaware corporation (“Liberty”).
LETTER AGREEMENT REGARDING BERGGRUEN HOLDINGS LTD EMPLOYEES LIBERTY ACQUISITION HOLDINGS CORP.Letter Agreement • October 5th, 2007 • Liberty Acquisition Holdings Corp. • Blank checks
This letter will confirm our agreement, that commencing on the consummation date of the initial public offering (“IPO”) of the securities of Liberty Acquisition Holdings Corp. (the “Company”) and continuing until the earlier of the consummation by the Company of a “Business Combination” or the liquidation of the Company (each, as described in the Company’s IPO prospectus (“Prospectus”), Berggruen Holdings, Ltd (“Berggruen”) shall make the following employees of Berggruen available to the Company to assist in identifying target companies and performing the due diligence of such target companies: (i) Jared Bluestein, Eric Hanson and Jennifer Stewart and (ii) such other employees of Berggruen as Berggruen may designate from time to time (collectively, the “Employees”); provided, however, that none of the Employees shall be required to commit any specified amount of time to the Company’s affairs. Berggruen hereby acknowledges that supporting the Company is part of each Employee’s duties to
FORM OF AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • August 9th, 2010 • Liberty Acquisition Holdings Corp. • Blank checks • New York
This Amendment (this “Amendment”) is made as of [ ], 2010 by and among Liberty Acquisition Holdings Corp., a Delaware corporation (the “Company”), Liberty Acquisition Holdings Virginia, Inc., a Virginia corporation (“Liberty Virginia”), Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”), and Promotora de Informaciones, S.A., a sociedad anónima organized under the laws of Spain (“PRISA”).
AMENDMENT NO.2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 8th, 2010 • Liberty Acquisition Holdings Corp. • Blank checks
This AMENDMENT NO.2 is dated as of April 5, 2010 (this “Amendment”) and amends that certain BUSINESS COMBINATION AGREEMENT, dated as of March 5, 2010, by and between Promotora de Informaciones, S.A., a Spanish sociedad anónima (“Prisa”), and Liberty Acquisition Holdings Corp., a Delaware corporation (“Liberty”), as amended by Amendment No.1 to Business Combination Agreement, dated as of March 15, 2010 (as amended, the “Business Combination Agreement”). Capitalized terms used but not otherwise defined in this Amendment have the meanings given such terms in the Business Combination Agreement.
