FOUNDERS’ UNITS SUBSCRIPTION AGREEMENT
Exhibit 10.5
FOUNDERS’
UNITS SUBSCRIPTION AGREEMENT
TO THE BOARD OF DIRECTORS OF
FREEDOM ACQUISITION HOLDINGS, INC.:
FREEDOM ACQUISITION HOLDINGS, INC.:
Xxxxxxx X. Xxxxxx 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 |
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| By: | /S/ XXXXXXX X. XXXXXX | ||||
| Name: | Xxxxxxx X. Xxxxxx | ||||
Accepted
and Agreed on this 20th day of July 2006:
|
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By:
|
/S/ XXXXXXX XXXXXXXXX | ||
Name:
|
Xxxxxxx Xxxxxxxxx | ||
Title:
|
President |
SCHEDULE A
Capitalization of Freedom Acquisition Holdings, Inc.
| Number of | Number of | Percentage | ||||||||||||||
| Stockholder | Number of 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 | % | |||||||||||
