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 10580
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Exhibit 99.19
Berggruen Acquisition Holdings Ltd.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
and
Xxxxxx Equities II,
LLC
000 Xxxxxxxx Xxxxx Xxxxxx
Xxxxx X-000
Xxx, Xxx Xxxx 00000
000 Xxxxxxxx Xxxxx Xxxxxx
Xxxxx X-000
Xxx, Xxx Xxxx 00000
Liberty Acquisition Holdings Corp.
1114 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
1114 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Date: September 14, 2010
RE: Cash Election
Gentlemen:
Reference is made to the Amended and Restated Business Combination Agreement, dated as of August 4,
2010 (as further amended, the “Business Combination Agreement”), by and among Liberty
Acquisition Holdings Corp. (“Liberty”), Liberty Acquisition Holdings Virginia, Inc. and
Promotora de Informaciones, S.A. (“Prisa”). Unless otherwise defined herein, capitalized
terms are used herein as defined in the Business Combination Agreement.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
and intending to be legally bound hereby, each of the undersigned hereby agrees with Liberty that
it will not exercise any right that it may have to make the Cash Election with respect to any of
the shares of Liberty Common Stock that it holds or hereafter acquires.
Each of the parties hereto further agrees that Prisa is intended to be, and shall be, a third party
beneficiary under this letter agreement and shall be entitled to directly enforce Liberty’s rights
hereunder.
The agreements of the parties hereunder shall terminate if the Business Combination Agreement shall
be terminated for any reason.
This letter agreement may be executed in one or more counterparts, all of which shall be considered
one and the same agreement.
-signature page to follow-
Yours faithfully, Berggruen Acquisition Holdings Ltd |
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By: | /S/ XXXXX XXXXXXXXX | |||
Name: | Xxxxx Xxxxxxxxx | |||
Title: | Secretary | |||
Xxxxxx Equities II, LLC |
||||
By: | /S/ XXX XXXXXX | |||
Name: | Xxx Xxxxxx | |||
Title: | Authorized Signatory | |||
Acknowledged and Agreed:
Liberty Acquisition Holdings Corp.
By: | /S/ XXXXX XXXXXXXXX | |||
Name: | Xxxxx Xxxxxxxxx | |||
Title: | Secretary |