SUBSCRIPTION AGREEMENT
Exhibit 10.3
TO THE BOARD OF DIRECTORS OF
LIBERTY ACQUISITION HOLDINGS CORP.:
LIBERTY ACQUISITION HOLDINGS CORP.:
Xxxxxx Equities II, LLC 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 warrant ledgers of the Corporation)
representing such fully paid and non-assessable shares of Common Stock and Warrants of the
Corporation. The subscription will represent forty-nine and four-tenths percent (49.4%) of the
total number of outstanding shares of Common Stock and Warrants of the Corporation. Following such
issuance of shares of Common Stock and Warrants of the Corporation, the capitalization of the
Corporation shall be as set forth on Schedule A hereto. The undersigned acknowledges that
certain Units subscribed hereto shall be placed in escrow pursuant to an escrow agreement to be
entered into among the undersigned, Continental Stock Transfer & Trust Company and others until the
earlier of the time that the underwriters’ over-allotment option in connection with the
contemplated initial public offering of the Company is exercised or expires. In addition, the
undersigned acknowledges that the Units are subject to certain restrictions on transfer as set
forth in a letter agreement, dated the date hereof, as may be amended from time to time.
[Signature Page to Follow]
Dated: August 9, 2007 | XXXXXX EQUITIES II, LLC |
|||
By: | /s/ Xxx Xxxxxx | |||
Name: | Xxx Xxxxxx | |||
Title: | Authorized Signatory | |||
Accepted and Agreed on this 9th day of August 2007:
LIBERTY ACQUISITION HOLDINGS CORP. |
||||
By: | /s/ Xxxxxxx Xxxxxxxxx | |||
Name: | Xxxxxxx Xxxxxxxxx | |||
Title: | President |
2
SCHEDULE A
Capitalization of Liberty Acquisition Holdings Corp.
Stockholder | Number of Units | Number of Shares | Number of Warrants | Percentage Ownership | ||||||||||||
Berggruen
Freedom Holdings, Ltd. |
10,643,250 | 10,643,250 | 5,321,625 | 49.4 | % | |||||||||||
Xxxxxx Equities II, LLC |
10,643,250 | 10,643,250 | 5,321,625 | 49.4 | % | |||||||||||
Xxxx X. Xxxxxxxx |
92,000 | 92,000 | 46,000 | 0.4 | % | |||||||||||
Xxxxxx Xxxxxxxx |
92,000 | 92,000 | 46,000 | 0.4 | % | |||||||||||
Xxxxx X. Xxxxxxxx |
92,000 | 92,000 | 46,000 | 0.4 | % | |||||||||||
Total |
21,562,500 | 21,562,500 | 10,781,250 | 100 | % | |||||||||||
3