FOUNDERS’ UNITS SUBSCRIPTION AGREEMENT
Exhibit 10.3
FOUNDERS’
UNITS SUBSCRIPTION AGREEMENT
TO THE BOARD OF DIRECTORS OF
FREEDOM ACQUISITION HOLDINGS, INC.:
FREEDOM ACQUISITION HOLDINGS, INC.:
Xxxxxx Equities II, LLC hereby subscribes for FOUR MILLION SIX HUNDRED TWENTY-SEVEN THOUSAND
FIVE HUNDRED (4,827,500) units (“Units”) of Freedom Acquisition Holdings, Inc., 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 (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 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.
[Signature Page to Follow]
Dated: July 20, 2006 | XXXXXX EQUITIES II, LLC | |||||||
By: | /S/ XXX XXXXXX | |||||||
Name: | Xxx Xxxxxx | |||||||
Title: | Authorized Signatory | |||||||
Accepted and Agreed on this
20th day of July 2006: |
FREEDOM ACQUISITION HOLDINGS, INC. | ||||
By:
|
/S/ XXXXXXX XXXXXXXXX
|
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Name:
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Xxxxxxx Xxxxxxxxx | |||
Title:
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President |
SCHEDULE A
Capitalization of Freedom Acquisition Holdings, Inc.
Number of | Number of | Number of | Number of | |||||||||||||
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 | % | |||||||||||