FOUNDERS’ UNITS SUBSCRIPTION AGREEMENT
Exhibit 10.4
FOUNDERS’
UNITS SUBSCRIPTION AGREEMENT
TO THE BOARD OF DIRECTORS OF
FREEDOM ACQUISITION HOLDINGS, INC.:
FREEDOM ACQUISITION HOLDINGS, INC.:
Xxxxx X. Xxxxxxxx hereby subscribes for FORTY THOUSAND (40,000) units (“Units”) of Freedom
Acquisition Holdings, Inc., a Delaware corporation (the “Corporation”) for an aggregate purchase
price of ONE HUNDRED AND SIX DOLLARS AND 66/100 ($106.66), 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 (1) warrant to purchase one
share of Common Stock of the Corporation at $6.00 per share (each, a “Warrant”). 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 four-tenths of one percent (0.4%) 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.
[Signature Page to Follow]
Dated:
July 20, 2006
| By: | /S/ XXXXX X. XXXXXXXX | |||||
| Name: | Xxxxx X. Xxxxxxxx |
Accepted and Agreed on this
20th day of July 2006:
20th day of July 2006:
By:
|
/S/ XXXXXXX XXXXXXXXX | |||
Name:
|
Xxxxxxx Xxxxxxxxx | |||
Title:
|
President |
SCHEDULE A
Capitalization
of Freedom Acquisition Holdings, Inc.
| Number of | Number of | Number of | Percentage | |||||||||||||
| Stockholder | Units | Shares | Warrants | Ownership | ||||||||||||
Berggruen Holdings North America
Ltd |
4,627,500 | 4,627,500 | 4,627,500 | 49.4 | % | |||||||||||
Xxxxxx Equities II, LLC |
4,627,500 | 4,627,500 | 4,627,500 | 49.4 | % | |||||||||||
Xxxxxxx X. Xxxxx |
40,000 | 40,000 | 40,000 | 0.4 | % | |||||||||||
Xxxxxxx X. Xxxxxx |
40,000 | 40,000 | 40,000 | 0.4 | % | |||||||||||
Xxxxx X. Xxxxxxxx |
40,000 | 40,000 | 40,000 | 0.4 | % | |||||||||||
Total |
9,375 000 | 9,375,000 | 9,375,000 | 100 | % | |||||||||||
