EX-10.3 Founders' Units Subscription Agreement/Marlin Equities
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EX-10.3 9 g08943exv10w3.htm EX-10.3 FOUNDERS' UNITS SUBSCRIPTION AGREEMENT/MARLIN EQUITIES EX-10.3 Founders' Units Subscription Agreement/Mar
Exhibit 10.3
SUBSCRIPTION AGREEMENT
TO THE BOARD OF DIRECTORS OF
LIBERTY ACQUISITION HOLDINGS CORP.:
LIBERTY ACQUISITION HOLDINGS CORP.:
Marlin Equities II, LLC 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 Corporations 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 forty-nine and four-tenths percent (49.4%) 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 | MARLIN EQUITIES II, LLC | |||
By: | /s/ Ian Ashken | |||
Name: | Ian Ashken | |||
Title: | Authorized Signatory | |||
Accepted and Agreed on this 9th day of August 2007:
LIBERTY ACQUISITION HOLDINGS CORP. | ||||
By: | /s/ Nicolas Berggruen | |||
Name: | Nicolas Berggruen | |||
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 | % | |||||||||||
Marlin Equities II, LLC | 10,643,250 | 10,643,250 | 5,321,625 | 49.4 | % | |||||||||||
Paul B. Guenther | 92,000 | 92,000 | 46,000 | 0.4 | % | |||||||||||
Nathan Gantcher | 92,000 | 92,000 | 46,000 | 0.4 | % | |||||||||||
James N. Hauslein | 92,000 | 92,000 | 46,000 | 0.4 | % | |||||||||||
Total | 21,562,500 | 21,562,500 | 10,781,250 | 100 | % | |||||||||||
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