Re: Founder Post-Closing Lock-Up Letter Agreement
Exhibit 99.20
October ____, 2010
Liberty Acquisition Holdings Corp.
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Gentlemen:
Reference is made to (i) that certain letter agreement dated December 6, 2007 among the
undersigned, Liberty Acquisition Holdings Corp. (“Liberty”) and Citibank Global Markets,
Inc. with respect to, among other matters, restrictions on the transfer by the undersigned of
shares of common stock of Liberty (the “Lock-Up Letter”) and (ii) that certain Amended and
Restated Business Combination Agreement dated as of August 4, 2010 among Promotora de
Informaciones, S.A. (“Prisa”), Liberty and Liberty Acquisition Holdings Virginia, Inc. as
amended by Amendment No. 1 dated as of August 13, 2010 (as it may be further amended from time to
time, the “Business Combination Agreement”).
In order to provide for the continuity of certain restrictions contained in the Lock-Up Letter
contemplated at the time of Liberty’s initial public offering to be in effect following the
consummation by Liberty of a business combination transaction, the undersigned hereby commits,
during the period commencing on the date of the consummation of the Share Exchange (as defined in
the Business Combination Agreement) contemplated by the Business Combination Agreement (the
“Closing”) and ending one year from the date of the Closing (such period, the
“Restricted Period”), not to, without the prior written consent of Liberty, (i) offer,
sell, contract to sell, assign, transfer, pledge or otherwise dispose of (or enter into any
transaction which is designed to, or might reasonably be expected to, result in the disposition
(whether by actual disposition or effective economic disposition due to cash settlement or
otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the
undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or
participation in the filing) of a registration statement with the Securities and Exchange
Commission in respect of, or establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities
and Exchange Commission promulgated thereunder with respect to, any PRISA ADSs (as defined in the
Business Combination Agreement) received by the undersigned pursuant to the Share Exchange in
exchange for common stock of Liberty owned by the undersigned prior to the consummation of
Liberty’s initial public offering or any securities convertible into, or exercisable or
exchangeable for such PRISA ADSs or into which such PRISA ADSs are converted or for which they may
be exchanged (including the PRISA shares underlying the PRISA ADSs) (collectively, “Covered
Securities”), or (ii) publicly announce an intention to effect any such transaction during the
Restricted Period; provided, however, that the foregoing shall not apply to (A) any
transactions in connection with the consummation of the transactions
contemplated by the Business Combination Agreement (including without limitation the Share Exchange), (B) Covered
Securities disposed of as bona fide gifts approved in writing by Liberty, (C) any transfer for
estate planning purposes of Covered Securities to persons immediately related to such transferor by
blood, marriage or adoption, (D) any transfer to a trust solely for the benefit of such transferor
and/or the persons described in the preceding clause, or (E) the transfer by the undersigned to the
undersigned’s members, officers, directors, employees or affiliates that were officers, directors
or employees of Liberty prior to the Reincorporation Merger (as defined in the Business Combination
Agreement) and other persons or entities Associated With the undersigned (as defined below);
provided further, however, that with respect to each of the transfers described in clauses
(B), (C), (D) and (E) of this sentence, prior to such transfer, the transferee of such transfer, or
the trustee or legal guardian on behalf of any transferee, commits in writing to be bound by the
terms of this Undertaking. Any of the foregoing transfers will be made in accordance with
applicable securities laws. Persons or entities “Associated With” the undersigned shall
mean (a) relatives of such person, (b) any corporation or organization of which such person is an
officer, member or partner or directly or indirectly the beneficial owner of 10% or more of any
class of equity securities and (c) any trust or estate in which such person has a substantial
beneficial interest or as to which such person serves as a trustee, executor or in a similar
fiduciary capacity.
This Undertaking is not intended to confer upon any person, other than Liberty, any rights or
remedies hereunder.
In the event that the Business Combination Agreement shall terminate for any reason, this
Undertaking shall be automatically terminated without any further action by the undersigned,
Liberty or any other person.
This Undertaking will be governed by and construed in accordance with the laws of the State of
New York applicable to contracts made and to be performed within the State of New York.
Each of the undersigned and Liberty hereby agrees that any action, proceeding or claim against
the undersigned arising out of or relating in any way to this Undertaking shall be brought and
enforced in the courts of the State of New York or the United States District Court for the
Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The undersigned hereby waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenience forum.
[Signature Page to Follow]
[BERGGRUEN ACQUISITION HOLDINGS LTD]
[XXXXXX EQUITIES II, LLC]
[XXXXX X. XXXXXXXX]
[XXXXXX XXXXXXXX]
[XXXX X. XXXXXXXX]
[XXXXXX EQUITIES II, LLC]
[XXXXX X. XXXXXXXX]
[XXXXXX XXXXXXXX]
[XXXX X. XXXXXXXX]
By:
Name:
Title:
Acknowledged and Agreed:
LIBERTY ACQUISITION HOLDINGS CORP.
By:
Name:
Title:
[Signature
Page to Founder Post-Closing Lock-Up Letter Agreement]
