FOUNDERS’ UNITS SUBSCRIPTION AGREEMENTFounders' Units Subscription Agreement • August 2nd, 2006 • Freedom Acquisition Holdings, Inc.
Berggruen Holdings North America Ltd. hereby subscribes for FOUR MILLION SIX HUNDRED TWENTY-SEVEN THOUSAND FIVE HUNDRED (4,627,500) 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 pai
WARRANT AGREEMENTWarrant Agreement • August 2nd, 2006 • Freedom Acquisition Holdings, Inc. • New York
This Warrant Agreement (this “Agreement”) is made as of July 20, 2006, by and between Freedom Acquisition Holdings, Inc., a Delaware corporation, with offices at 1114 Avenue of the Americas, 41st Floor, New York, New York 10036 (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
FORM OF LETTER AGREEMENT FOR ADMINISTRATIVE SERVICES FREEDOM ACQUISITION HOLDINGS, INC.Administrative Services Agreement • August 2nd, 2006 • Freedom Acquisition Holdings, Inc.
This letter will confirm our agreement, that commencing on the consummation date (the “Closing Date”) of the initial public offering (“IPO”) of the securities of Freedom Acquisition Holdings, Inc. (the “Company”) and continuing until the earlier of the consummation by the Company of a “Business Combination” or the liquidation of the Company (each, as described in the Company’s IPO prospectus, and such earlier date, the “Termination Date”), Berggruen Holdings, Inc. (“Berggruen”) shall make available to the Company certain office space, administrative services and secretarial support, in the New York, New York area as may be required by the Company from time to time, situated at 1114 Avenue of the Americas, 41st Floor, New York, New York 10036 (or any successor location). In exchange therefor, the Company shall pay to Berggruen the sum of $10,000 per month (the “Fee”) on the Closing Date and continuing monthly thereafter until the Termination Date.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 2nd, 2006 • Freedom Acquisition Holdings, Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of 2006, by and among Freedom Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
SPONSORS’ WARRANT AND CO-INVESTMENT UNITS SUBSCRIPTION AGREEMENTSponsors’ Warrant and Co-Investment Units Subscription Agreement • August 2nd, 2006 • Freedom Acquisition Holdings, Inc.
SPONSORS’ WARRANT AND CO-INVESTMENT UNITS SUBSCRIPTION AGREEMENTWarrant and Co-Investment Units Subscription Agreement • August 2nd, 2006 • Freedom Acquisition Holdings, Inc.
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 2nd, 2006 • Freedom Acquisition Holdings, Inc. • New York
This Agreement is made as of July ___, 2006 by and between FREEDOM ACQUISITION HOLDINGS, INC. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
