0000950144-08-001822 Sample Contracts

Liberty Acquisition Holdings Corp. 1114 Avenue of the Americas, 41st Floor New York, New York 10036 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Initial Public Offering Ladies and Gentlemen:
Liberty Acquisition Holdings Corp. • March 11th, 2008 • Blank checks

This Amended Letter Agreement amends and supersedes in its entirety the Letter Agreement, dated August 9, 2007, by and among the above referenced parties and the undersigned.

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Liberty Acquisition Holdings Corp. 1114 Avenue of the Americas, 41st Floor New York, New York 10036 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Initial Public Offering Ladies and Gentlemen:
Liberty Acquisition Holdings Corp. • March 11th, 2008 • Blank checks

This Amended Letter Agreement amends and supersedes in its entirety the Letter Agreement, dated August 9, 2007, by and among the above referenced parties and the undersigned.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 11th, 2008 • Liberty Acquisition Holdings Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 12 day of December 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”).

Liberty Acquisition Holdings Corp. 1114 Avenue of the Americas, 41st Floor New York, New York 10036 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Initial Public Offering Ladies and Gentlemen:
Liberty Acquisition Holdings Corp. • March 11th, 2008 • Blank checks

This Amended Letter Agreement amends and supersedes in its entirety the Letter Agreement, dated August 9, 2007, by and among the above referenced parties and the undersigned.

FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Form of Director and Officer Indemnification Agreement • March 11th, 2008 • Liberty Acquisition Holdings Corp. • Blank checks • Delaware

This Director and Officer Indemnification Agreement (the “Agreement”) is made and entered into this day of , , by and among Liberty Acquisition Holdings Corp., a Delaware corporation (the “Company”) and _____________ (“Indemnitee”).

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