FREEDOM ACQUISITION HOLDINGS, INC. 30,000,000 Units1 Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • November 30th, 2006 • Freedom Acquisition Holdings, Inc. • Blank checks • New York
Citigroup Global Markets Inc. As Representative of the several Underwriters c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
Re: Initial Public OfferingFreedom Acquisition Holdings, Inc. • November 30th, 2006 • Blank checks
This Amended Letter Agreement amends and supersedes the Letter Agreement, dated July 20, 2006, by and among the above referenced parties and the undersigned.
November 30, 2006 Freedom Acquisition Holdings, Inc. 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:Freedom Acquisition Holdings, Inc. • November 30th, 2006 • Blank checks
This Amended Letter Agreement amends and supersedes the Letter Agreement, dated July 20, 2006, by and among the above referenced parties and the undersigned.
AMENDMENT NO. 2 TO WARRANT AGREEMENTWarrant Agreement • November 30th, 2006 • Freedom Acquisition Holdings, Inc. • Blank checks
This Amendment No. 2 to the Warrant Agreement (this “Amendment”), is made as of November 29, 2006, by and between Freedom Acquisition Holdings, Inc., a Delaware corporation, with offices at 1114 Avenue of the Americas, 41st Floor, New York, New York 10036 (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Warrant Agreement, dated as of July 20, 2006 and amended on November 9, 2006, between the Company and the Warrant Agent (the “Warrant Agreement”).
FORM OF LETTER AGREEMENT FOR BERGGRUEN HOLDINGS EMPLOYEES FREEDOM ACQUISITION HOLDINGS, INC.Letter Agreement • November 30th, 2006 • Freedom Acquisition Holdings, Inc. • Blank checks
This letter will confirm our agreement, that you will not present Freedom Acquisition Holdings, Inc. (the “Company”) with a potential business combination opportunity with a company (i) with which you have had any discussions, formal or otherwise, with respect to a business combination with another company prior to the consummation of the Company’s initial public offering or (ii) that is competitive with any portfolio company of Berggruen Holdings, Inc. until after you have presented the opportunity to such portfolio company and such portfolio company has determined not to proceed with that opportunity.
November 30, 2006 Freedom Acquisition Holdings, Inc. 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:Freedom Acquisition Holdings, Inc. • November 30th, 2006 • Blank checks
This Amended Letter Agreement amends and supersedes the Letter Agreement, dated July 20, 2006, by and among the above referenced parties and the undersigned.
