EXHIBIT 10.1
AMENDED AND RESTATED SPONSORS’ WARRANT AND CO-INVESTMENT
UNITS
SUBSCRIPTION AGREEMENT
December 6, 2007
To the
Board of Directors of
Liberty Acquisition Holdings Corp.:
Gentlemen:
This Amended and Restated
Sponsor’s Warrant and Co-Investment Units Subscription
Agreement amends and restates in its entirety the Sponsor’s
Warrant and Co-Investment Units Subscription Agreement, dated
August 9, 2007, by and between Liberty Acquisition Holdings
Corp. and the undersigned.
The undersigned hereby subscribes for
and agrees to purchase:
(i) 6,000,000 warrants (“
Sponsors’ Warrants ”) at $1.00 per warrant, each
to purchase one share of common stock, par value $0.0001 per share
(“ Common Stock ”), of Liberty Acquisition
Holdings Corp., a Delaware corporation (the “
Corporation ”), at $5.50 per share for an aggregate
purchase price of SIX MILLION DOLLARS ($6,000,000) (“
Sponsors’ Warrant Purchase Price ”): and
(ii) 3,000,000 co-investment units
(“ Co-Investment Units ”) at $10.00 per unit,
consisting of an aggregate of 3,000,000 shares of the Common Stock
(the “ Co-Investment Common Stock ”) and
1,500,000 warrants, each to purchase one share of Common Stock (the
“ Co-Investment Warrants ”) at $5.50 per share,
for an aggregate purchase price of THIRTY MILLION DOLLARS
($30,000,000) (the “ Co-Investment Unit Purchase
Price, ” and together with the Sponsors’ Warrant
Purchase Price, the “ Purchase Price ”).
The payment for and issuance of the
Sponsors’ Warrants shall occur immediately prior to the
consummation of the Corporation’s initial public offering of
securities (“ IPO ”). The payment for and
issuance of the Co-Investment Units shall occur immediately prior
to the consummation by the Corporation of a merger, capital stock
exchange, asset acquisition or other similar business combination
with an operating business (“ Business Combination
”) following the IPO.
Immediately prior to the consummation
of a Business Combination, the undersigned shall deliver the
Co-Inv
