exv10w7



 





Exhibit 10.7




FORM OF

SUBSCRIPTION AGREEMENT




[__________], 2007




To the Board of Directors of

Atlas Acquisition Holdings Corp.:




Gentlemen:




     The undersigned hereby subscribes for and agrees to purchase [___] warrants (the “Insider
Warrants”) at $1.00 per Insider Warrant, of Atlas Acquisition Holdings Corp., a Delaware
corporation (the “Company”), for an aggregate purchase price of $[___] (the “Purchase
Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the
consummation of the Company’s initial public offering of securities (“IPO”) which is being
underwritten by Lazard Capital Markets LLC (“Lazard”) and Morgan Stanley & Co. Incorporated
(“Morgan Stanley” and, together with Lazard, the “Underwriters”.) The Insider Warrants will be
sold to the undersigned on a private placement basis and not part of the IPO.



     At least 24 hours prior to the effective date of the registration statement filed by the
Company in connection with the IPO (the “Registration Statement”), the undersigned shall deliver
the Purchase Price to American Stock Transfer & Trust Company (“AST”) to hold in an account until
the Company consummates the IPO. Simultaneously with the consummation of the IPO, AST shall
deposit the Purchase Price, without interest or deduction, into the trust fund established by the
Company for the benefit of the Company’s public stockholders as described in the Registration
Statement, pursuant to the terms of an Investment Management Trust Agreement to be entered into
between the Company and AST. Simultaneously with the consummation of the IPO, the Company shall
issue to the undersigned a warrant certificate or certificates (or, if not certificated, provide
documentation reflecting the registration in the name of the undersigned on the warrant ledgers of
the Company) representing such fully paid and non-assessable Insider Warrants. In the event that
the IPO is not consummated within 14 days of the date the Purchase Price is delivered to AST, AST
shall return the Purchase Price to the undersigned, without interest or deduction.



     The undersigned represents and warrants that he has been advised that the Insider Warrants
have not been registered under the Securities Act of 1933, as amended (the “Securities Act”); that
he is acquiring the Insider Warrants for his account for investment purposes only; that he has no
present intention of selling or otherwise disposing of the Insider Warrants in violation of the
securities laws of the United States; that he is an “accredited investor” as defined by Rule 501 of
Regulation D promulgated under the Securities Act; and that he is familiar with the proposed
business, management, financial condition, and affairs of the Company.



 









 





     The undersigned acknowledges that certain Insider Warrants subscribed hereto shall be placed
in escrow pursuant to an escrow agreement to be entered into among the undersigned, AST, and others
until the earlier of the time that the Underwriters’ over-allotment option in connection with the
IPO is exercised or expires. In addition, the undersigned agrees that he shall not sell or
transfer the Insider Warrants (except to employees of Promethean Investments LLP or to the
Company’s directors or special advisors at the same cost per Insider Warrant originally paid by the
undersigned and upon execution of an agreement by the transferee to be bound by the restrictions
contained in this paragraph) until 90 days after the date on which the Company consummates a
merger, capital stock exchange, asset acquisition, or other similar business combination with an
operating business (as more fully described in the Registration Statement) and acknowledges that
the certificates for such Insider Warrants shall contain a legend indicating such restriction on
transferability.



     The Company hereby acknowledges and agrees that so long as the Insider Warrants are held by
the undersigned or his affiliates and permitted transferees, (i) the Insider Warrants will not be
redeemable by the Company and (ii) the Insider Warrants may be exercised on a cashless basis by
surrendering such Insider Warrants for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the Insider
Warrants, multiplied by the difference between the exercise price of the Insider Warrants and the
“Fair Market Value” (as defined below) by (y) the Fair Market Value. The “Fair Market Value” shall
mean the average reported last sale price of the Company’s Common Stock for the five trading days
ending on the trading day prior to the date on which the Insider Warrants are exercised.



     The terms of this agreement and the restrictions on transfers with respect to the Insider
Warrants may not be amended without the prior written consent of Lazard and Morgan Stanley.


Very truly yours,



[_________________]




Agreed to:

Atlas Acquisition Holdings Corp.




By:

Name:

Title:




American Stock Transfer & Trust Company




By:




 









 





Name:

Title:




Lazard Capital Markets LLC




By:

Name:

Title:




Morgan Stanley & Co. Incorporated




By:

Name:

Title: