Subscription Agreement
	 

	 
		May 31, 2007
	 

	 
		To the Board of Directors of 
	 

	 
		Highlands Acquisition Corp.:
	 

	 
		Gentlemen:
	 

	 
		The undersigned hereby subscribes for and
		agrees to purchase ________ Units (“Co-Investment Units”) at $10.00
		per Co-Investment Unit, each Co-Investment Unit representing one share of
		common stock, par value $0.0001 per share (“Co-Investment Common
		Stock”), of Highlands Acquisition Corp., a Delaware corporation
		(“Corporation”), and one warrant (“Co-Investment Warrant”),
		each to purchase one share of Common Stock at $7.50 per share, for an aggregate
		purchase price of $______ (“Purchase Price”). The payment for and
		issuance of the Co-Investment Units shall occur immediately prior to the
		consummation of a merger, capital stock exchange, asset acquisition, stock
		purchase, reorganization or other similar business combination with an
		operating business (“Business Combination”) meeting the requirements
		set forth in the registration statement (“Registration Statement”)
		relating to the Corporation’s initial public offering (“IPO”).
		Immediately prior to the consummation of a Business Combination, the
		undersigned shall deliver the Purchase Price to the Corporation. In the event
		that the Corporation fails to consummate a Business Combination within 24
		months from the effective date of the Registration Statement, the
		undersigned’s obligation to purchase the Co-Investment Units shall be null
		and void and of no further force and effect.
	 

	 
		The undersigned represents and warrants that
		he has been advised that the Co-Investment Units (including the Co-Investment
		Common Stock, Co-Investment Warrants and the underlying securities) have not
		been registered under the Securities Act; that he is acquiring the
		Co-Investment Units (including the Co-Investment Common Stock, Co-Investment
		Warrants and underlying securities) for his account for investment purposes
		only; that he has no present intention of selling or otherwise disposing of the
		Co-Investment Units (including the Co-Investment Common Stock, Co-Investment
		Warrants and underlying securities) 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 of 1933, as amended
		(the “Securities Act”); and that he is familiar with the proposed
		business, management, financial condition and affairs of the
		Corporation.
	 

	 
		The undersigned agrees to not (i) offer,
		sell, contract to sell, hypothecate, grant any option to purchase or otherwise
		dispose of (or enter into any transaction which is designed to, or might
		reasonably be expected to, result in the disposition (whether by actual
		disposition or effective economic disposition due to cash settlement or
		otherwise) by the undersigned or any affiliate of the undersigned or any person
		in privity with the undersigned or any affiliate thereof), directly or
		indirectly, including the filing (or participation in the filing) of a
		registration statement (other than as provided for in that certain Registration
		Rights Agreement between the Company and the undersigned to be executed in
		connection with the IPO) with the Securities and Exchange Commission (the
		“Commission”) in respect of, any Co-Investment Units (including the
		Co-Investment Common Stock, Co-Investment Warrants and underlying securities),
		(ii) establish or increase a put equivalent position or liquidate or decrease a
		call equivalent position within the meaning of Section 16 of the
		Securities Exchange Act of 1934, as amended, and the rules and regulations of
		the Commission promulgated thereunder with respect to, any Co-Investment Units
		(including the Co-Investment Common Stock, Co-Investment Warrants and
		underlying securities), (iii) enter into any swap or other arrangement that
		transfers to another, in whole or in part, any of the economic consequences of
		ownership of the Co-Investment Units, Co-Investment Common Stock, Co-Investment
		Warrants or Common Stock issuable upon exercise of the Warrants or any
		securities convertible into or exercisable or exchangeable for Common Stock or
		such Warrants or other rights to purchase Common Stock or any such securities,
		whether any such transaction is to be settled by delivery of Common Stock or
		such other securities, in cash or otherwise or (iv) publicly announce an
		intention to effect any such transaction, until one year after the Corporation
		
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 


	 
		consummates a Business Combination;
		provided, however, that the foregoing shall not apply to a disposition (i) to
		the undersigned’s members upon liquidation of the undersigned, if the
		undersigned is an entity, (ii) pursuant to a bona fide gift to a member of the
		undersigned’s immediate family or to a trust, the beneficiary of which is
		the undersigned or a member of the undersigned’s immediate family, (iii)
		by virtue of the laws of descent and distribution upon the death of the
		undersigned, (iv) pursuant to a qualified domestic relations order, (v) to the
		Corporation’s officers, directors and employees and persons affiliated
		with its founders (provided, however, that the transfers in (i) through (v) may
		be implemented only if the respective transferee agrees in writing to be bound
		by the terms and conditions of this Agreement and any other agreement affecting
		the transferability of the Co-Investment Units to which the undersigned is then
		bound) or (vi) to customary margin brokerage accounts maintained by the holder
		or in a pledge to a commercial lender pursuant to a bona fide, arms-length
		pledge agreement for the provision of credit, which requires the pledgee
		thereto to act in good faith. The undersigned acknowledges that the
		certificates for such Co-Investment Units (including the Co-Investment Common
		Stock, Co-Investment Warrants and underlying securities) shall contain a legend
		indicating such restrictions on transferability. These restrictions on
		transferability will terminate if, subsequent to the Corporation’s initial
		Business Combination, (i) the last sales price of the Corporation’s common
		stock equals or exceeds $20.00 per share for any 20 trading days within any
		30-trading day period beginning 90 days after such Business Combination or (ii)
		the Corporation consummates a subsequent liquidation, merger, stock exchange or
		other similar transaction which results in all of its stockholders having the
		right to exchange their shares of common stock for cash, securities or other
		property. 
	 

	 
		The undersigned agrees to provide the
		Corporation’s audit committee, on a quarterly basis, with evidence that
		the undersigned has, or has access to, sufficient net liquid assets available
		to consummate the purchase of Co-Investment Units contemplated hereby. In the
		event that the undersigned does not consummate all or any portion of the
		co-investment when required to do so, the other purchasers of Co-Investment
		Units will have the ability to satisfy the undersigned’s co-investment
		obligation (and if they do, then the undersigned will sell, at the original
		cost, such percentage of his founders’ units as equals the percentage of
		Co-Investment Units for which the undersigned failed to consummate his
		co-investment obligation hereunder to the other purchasers of Co-Investment
		Units who satisfy the undersigned’s co-investment obligation). If the
		undersigned’s co-investment obligation is not satisfied in full, the
		undersigned agrees to sell and the Corporation agrees to purchase the
		undersigned’s founders’ units for the same purchase price originally
		paid for them. 
	 

	 
		The terms of this agreement and the
		restriction on transfers with respect to the Co-Investment Units may not be
		amended without the prior written consent of the undersigned and Citigroup
		Global Markets Inc.
	 

	 
		  
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Very truly yours,
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				  Agreed to:
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Highlands Acquisition Corp.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				  Citigroup Global Markets Inc.

				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Title: