Attached files
file | filename |
---|---|
8-K - FORM 8-K - Liberty Acquisition Holdings Corp. | y84438e8vk.htm |
EX-4.1 - EX-4.1 - Liberty Acquisition Holdings Corp. | y84438exv4w1.htm |
EX-2.1 - EX-2.1 - Liberty Acquisition Holdings Corp. | y84438exv2w1.htm |
EX-10.2 - EX-10.2 - Liberty Acquisition Holdings Corp. | y84438exv10w2.htm |
EX-99.1 - EX-99.1 - Liberty Acquisition Holdings Corp. | y84438exv99w1.htm |
Exhibit 10.1
Berggruen
Acquisition Holdings Ltd.
1114 Avenue of the Americas
New York, New York 10036
1114 Avenue of the Americas
New York, New York 10036
and
Marlin
Equities II, LLC
555 Theodore Fremd Avenue
Suite B-302
Rye, New York 10580
555 Theodore Fremd Avenue
Suite B-302
Rye, New York 10580
Liberty Acquisition Holdings Corp.
1114 Avenue of the Americas, 41st Floor
New York, New York 10036
Date:
May 7, 2010
RE: | Securities Surrender Agreement |
Gentlemen:
Reference is made to the Business Combination Agreement, dated
as of March 5, 2010, as amended by Amendment Nos. 1, 2 and
3 thereto (the Business Combination
Agreement), by and among Liberty Acquisition Holdings
Corp. (Liberty), Liberty Acquisition Holdings
Virginia, Inc. and Promotora de Informaciones, S.A.
(Prisa). Unless otherwise defined herein,
capitalized terms are used herein as defined in the Business
Combination Agreement.
Pursuant to Section 9.19 of the Business Combination
Agreement, Liberty has agreed to acquire from the Sponsors an
aggregate of 3,000,000 shares of Liberty Common Stock for
an aggregate purchase price of $300 and, pursuant to
Section 10.3(g) of the Business Combination Agreement, it
is a condition precedent to the obligations of Prisa that
Liberty shall have completed such acquisition. To that end, each
Sponsor hereby agrees to sell to Liberty, and Liberty agrees to
purchase, an aggregate of 1,500,000 shares of Liberty
Common Stock for a total purchase price to each Sponsor of $150.
Such sale and purchase shall take place immediately prior to the
Reincorporation Effective Time (and in all events after the vote
at the Liberty Stockholder Meeting).
Each of the parties hereto agrees that Prisa is intended to be,
and shall be, a third party beneficiary under this letter
agreement and shall be entitled to directly enforce
Libertys rights hereunder.
The obligations of the parties hereunder shall terminate if the
Business Combination Agreement shall be terminated for any
reason (other than the failure of the condition specified in
Section 10.3(g) of the Business Combination Agreement).
-signature page to follow-
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Please acknowledge your agreement with the foregoing by
executing this letter in the space provided below.
Yours faithfully,
Berggruen Acquisition Holdings Ltd.
By: |
/s/ Jared
Bluestein
|
Name: Jared Bluestein
Title: | Secretary |
Marlin Equities II, LLC
By: |
/s/ Martin
Franklin
|
Name: Martin Franklin
Title: | Authorized Signatory |
Acknowledged and Agreed:
Liberty Acquisition Holdings Corp.
By: |
/s/ Jared
Bluestein
|
Name: Jared Bluestein
Title: | Secretary |
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