FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2007 • Liberty Acquisition Holdings Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [___] day of [___] 2007, by and among Liberty Acquisition Holdings Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 17th, 2007 • Liberty Acquisition Holdings Corp. • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • August 17th, 2007 • Liberty Acquisition Holdings Corp.
Berggruen Freedom Holdings, Ltd. hereby subscribes for TEN MILLION SIX HUNDRED FORTY-THREE THOUSAND TWO HUNDRED AND FIFTY (10,643,250) units (“Units”) of Liberty Acquisition Holdings Corp., 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 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 war
WARRANT AGREEMENTWarrant Agreement • August 17th, 2007 • Liberty Acquisition Holdings Corp. • New York
This Warrant Agreement (this “Agreement”) is made as of August 9, 2007, by and between Liberty Acquisition Holdings Corp., 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”).
SPONSORS’ WARRANT AND CO-INVESTMENT UNITS SUBSCRIPTION AGREEMENTSponsors’ Warrant and Co-Investment Units Subscription Agreement • August 17th, 2007 • Liberty Acquisition Holdings Corp.
FORM OF UNIT ESCROW AGREEMENTUnit Escrow Agreement • August 17th, 2007 • Liberty Acquisition Holdings Corp. • New York
This Unit Escrow Agreement is made as of ____________________, 2007 (the “Agreement”), by and among Liberty Acquisition Holdings Corp., a Delaware corporation (the “Company”), Berggruen Acquisition Holdings Ltd, Marlin Equities II, LLC, Paul B. Guenther, James N. Hauslein and Nathan Gantcher (collectively, the “Founders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
LETTER AGREEMENT FOR BERGGRUEN HOLDINGS EMPLOYEES LIBERTY ACQUISITION HOLDINGS CORP.Letter Agreement • August 17th, 2007 • Liberty Acquisition Holdings Corp.
This letter will confirm our agreement, that you will not present Liberty Acquisition Holdings Corp. (the “Company”) with a potential business combination opportunity with a company (i) with which you have had any discussions, formal or otherwise, with respect to a business combination with another company prior to the consummation of the Company’s initial public offering or (ii) that is competitive with any portfolio company of Berggruen Holdings Ltd until after you have presented the opportunity to such portfolio company and such portfolio company has determined not to proceed with that opportunity.
FORM OF LETTER AGREEMENT FOR ADMINISTRATIVE SERVICES LIBERTY ACQUISITION HOLDINGS CORP.Letter Agreement for Administrative Services • August 17th, 2007 • Liberty Acquisition Holdings Corp.
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 Liberty Acquisition Holdings Corp. (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.
