SUBSCRIPTION AGREEMENT
Exhibit
10.4
TO THE BOARD OF DIRECTORS OF
LIBERTY ACQUISITION HOLDINGS CORP.:
LIBERTY ACQUISITION HOLDINGS CORP.:
Xxxxx X. Xxxxxxxx hereby subscribes for NINETY-TWO THOUSAND (92,000) units (“Units”)
of Liberty Acquisition Holdings Corp., a Delaware corporation (the “Corporation”) for an
aggregate purchase price of ONE HUNDRED 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
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 four-tenths 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. 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
| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxx | |||
Accepted and Agreed on this 9th day of August 2007:
| LIBERTY ACQUISITION HOLDINGS CORP. |
||||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxx | |||
| Title: | President | |||
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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 | % | |||||||||||
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