Ex-10.2 Amended/Restated Sponsor's Warrant Agrmnt



 





EXHIBIT 10.2




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-Investment Unit Purchase Price to the Corporation. In the event that the
Corporation fails to consummate a Business Combination within 30 months from the consummation of
its IPO (or 36 months from the consummation of its IPO if a letter of intent, agreement in
principle or definitive agreement has been executed within such 30 month period but as to which a
Business Combination is not yet complete), the undersigned’s obligation to purchase the
Co-Investment Units shall be null and void and of no further force and effect.



     The undersigned acknowledges that the Sponsors’ Warrants and Co-Investment 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.



 









 





     The undersigned represents and warrants that it has been advised that the Sponsors’ Warrants
(including any underlying shares of Common Stock) and the Co-Investment Units (including the
Co-Investment Common Stock, Co-Investment Warrants and underlying shares of Common Stock) have not
been registered under the Securities Act of 1933, as amended (the
“Securities Act”); that it is
acquiring each of the Sponsors’ Warrants (including any underlying shares of Common Stock) and the
Co-Investment Units (including the Co-Investment Common Stock, Co-Investment Warrants and
underlying shares of Common Stock) for its account for investment purposes only; that it has no
present intention of selling or otherwise disposing of any of the Sponsors’ Warrants (including any
underlying shares of Common Stock) and the Co-Investment Units (including the Co-Investment Common
Stock, Co-Investment Warrants and underlying shares of Common Stock) in violation of the securities
laws of the United States; that it is an “accredited
investor” as defined by Rule 501 of Regulation
D promulgated under the Securities Act; that it is familiar with the proposed business, management,
financial condition and affairs of the Corporation; and that it initiated discussions with the
Corporation relating to the purchase and sale of the Sponsors’ Warrants and the Co-Investment Units
and that it did not initiate such discussions, nor did it decide to enter into this agreement, as a
result of any general solicitation or general advertising within the meaning of Rule 502(c) under
the Securities Act.



     In the event that the undersigned is unable to consummate the purchase of the Co-Investment
Units, the undersigned agrees to surrender and forfeit to the Corporation its 12,771,900 Founders’
Units (as defined in the Corporation’s prospectus used in connection with the IPO), which were
purchased from the Corporation for $12,340.01 pursuant to a Subscription Agreement, dated August
9, 2007, and awarded to the undersigned pursuant to a Unit Dividend on the date hereof.



[Signature Page to Follow]




 









 





     The undersigned hereby represents and warrants that it will execute all documents that are
necessary or desirable in connection with the Corporation’s initial public offering.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	MARLIN EQUITIES II, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Martin Franklin	 	 
	 

	 	 	 	 	 	Name:
	 	 

Martin Franklin
	 	 
	 

	 	 	 	 	 	Title:
	 	 

Managing Member
	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Agreed to:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	LIBERTY ACQUISITION HOLDINGS CORP.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Jared Bluestein	 	 	 	 	 	 	 	 
	Name:

	 	 

Jared Bluestein
	 	 	 	 	 	 	 	 
	Title:

	 	 

Secretary