exv10w7



 




Exhibit 10.7



AMENDED AND RESTATED

SUBSCRIPTION AGREEMENT



December 26, 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”). Each Warrant is exercisable for one share of the Company’s common stock, par value $0.001
per share, (“Common Stock”), at an exercise price of $7.00 per share. 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 as part of the IPO (the “Offering”).



     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 Bank of America to hold in an account until the Company consummates the IPO.
Simultaneously with the consummation of the IPO, Bank of America 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 escrow agreement to be entered into between the Company and Bank of
America. 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 Bank of America, Bank of
America 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.



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     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) (a “Business Combination”) and acknowledges that the certificates for such
Insider Warrants shall contain a legend indicating such restriction on transferability (in addition
to any other legend which may be required by other agreements between the parties hereto). Such
legend will be in substantially the following form:




	     	“THE SECURITIES REPRESENTED BY THIS WARRANT
CERTIFICATE (INCLUDING THE SECURITIES ISSUABLE UPON
EXERCISE OF THE WARRANT) HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION, AND MAY NOT BE TRANSFERRED IN
VIOLATION OF SUCH ACT AND LAWS.”
	 
	     	“THE SECURITIES REPRESENTED BY THIS WARRANT
CERTIFICATE (INCLUDING THE SECURITIES ISSUABLE UPON
EXERCISE OF THE WARRANT) ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND THE TERMS
AND CONDITIONS SET FORTH IN THE WARRANT AGREEMENT
DATED AS OF JANUARY 24, 2008, BY AND BETWEEN THE
COMPANY AND THE WARRANT AGENT (THE “WARRANT
AGREEMENT”). COPIES OF SUCH AGREEMENT MAY BE
OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S
PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”





     In connection with the Warrants purchased pursuant to this Agreement, the undersigned hereby
waives any and all right, title, interest, or claim of any kind in or to any liquidating
distributions by the Company in the event of a liquidation of the Company upon the Company’s
failure to timely complete a Business Combination. For purposes of clarity, in the event the
undersigned purchases shares of Common Stock in the IPO or in the aftermarket, any additional
shares so purchased shall be eligible to receive any liquidating distributions by the Company.
Notwithstanding the foregoing, the undersigned acknowledges and agrees that any such shares of
Common Stock purchased by the undersigned prior to this private placement or pursuant to an
exercise of Warrants purchased in this private placement will be voted in accordance with the
majority of the shares voted by the public stockholders.



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     The undersigned acknowledges that the Warrants shall be forfeited to the Company in the event
that the Company does not consummate a Business Combination
within 24 months from the consummation of the IPO.



     The undersigned understands and acknowledges that an exemption from the registration
requirements of the Securities Act requires that there be no general solicitation of purchasers of
the Warrants. In this regard, if the offering of the units in the Company’s IPO were deemed to be a
general solicitation with respect to the Warrants, the offer and sale of such Warrants may not be
exempt from registration and, if not, the undersigned may have a right to rescind its purchase of
the Warrants. In order to facilitate the completion of the Offering and in order to protect the
Company, its stockholders, and the trust account from claims that may adversely affect the Company
or the interests of its stockholders, the undersigned hereby agrees to waive, to the maximum extent
permitted by applicable law, any claims, right to sue, or rights in law or arbitration, as the case
may be, to seek rescission of its purchase of the Warrants. The undersigned acknowledges and agrees
that this waiver is being made in order to induce the Company to sell the Warrants to the
undersigned. The undersigned agrees that the foregoing waiver of rescission rights shall apply to
any and all known or unknown actions, causes of action, suits, claims, or proceedings
(collectively, “Claims”) and related losses, costs, penalties, fees, liabilities, and damages,
whether compensatory, consequential, or exemplary, and expenses in connection therewith, including
reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably
incurred in investigating, preparing, or defending against any Claims, whether pending or
threatened, in connection with any present or future actual or asserted right to rescind the
purchase of the Warrants hereunder or relating to the purchase of the Warrants and the transactions
contemplated hereby.



     The undersigned acknowledges that the Warrants are similar to the warrants included in the
units offered in the IPO, except that: (i) they are not being registered in the Registration
Statement and therefore shall not be freely tradeable until 90 days have passed from the
consummation of a Business Combination and (ii) they are not redeemable so long as they are held by
the initial holder thereof (or any of their permitted transferees). The shares of Common Stock to
be issued upon exercise of the Warrants (the “Warrant Shares”) will be granted certain registration
rights. In addition, in the event that a registration statement with respect to the Warrant Shares
is not effective under the Securities Act, the undersigned shall not be entitled to exercise the
Warrants and such Warrants may have no value and expire worthless. The undersigned acknowledges
that in no event will the Company be required to net cash settle the Warrant exercise.



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     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:  	/s/
James N. Hauslein 	 	 
	 	Name:  	James N. Hauslein	 	 
	 	Title:  	Chairman of the Board and Chief Executive Officer	 



	 	 	 	 	 
	Bank of America

 	 	 
	By:  	/s/
Mark A. Gonzalez 	 	 
	 	Name:  	Mark A. Gonzalez 	 	 
	 	Title:  	Vice President 	 	 
	 



	 	 	 	 	 
	Lazard Capital Markets LLC
 	 	 
	By:  	/s/
David G. McMillan, Jr. 	 	 
	 	Name:  	David G. McMillan, Jr. 	 	 
	 	Title:  	Managing Director 	 	 
	 



	 	 	 	 	 
	Morgan Stanley & Co. Incorporated
 	 	 
	By:  	/s/
Robyn Maslynsky 	 	 
	 	Name:  	Robyn Maslynsky 	 	 
	 	Title:  	Vice President 	 	 
	 



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Schedule
to Exhibit 10.7


The form
of Amended and Restated Subscription Agreement was executed by the
following persons or entities:



James N.
Hauslein

Elephant North America Limited

Promethean plc

Harbour Ltd., as nominee of Michael T. Biddulph

Harbour Ltd., as nominee of Michael W. Burt

Harbour Ltd., as nominee of Sir Peter Burt