FORM OF STOCK ESCROW AGREEMENT

Exhibit 10.3

FORM OF
STOCK ESCROW AGREEMENT

     This Stock Escrow Agreement is made as of                     , 2007 (the “Agreement”), by and among Atlas Acquisition Holdings Corp., a Delaware corporation (the “Company”), Xxxxx X. Xxxxxxxx, the Xxxxx X. Xxxxxxxx Trust, Elephant North America Limited, Promethean PLC, Xxx Xxxxx Xxxx, Xxxxxxx X. Xxxx, Xxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxx, Irrevocable Trust #1 For Descendants of Xxxxx X. Xxxxx, Xxxxxx X. Xxxx, Xxx Xxxxxx, the Xxxx 2005 Irrevocable Trust, Xxxxx Xxxxxx, and Xxxxxx X. Xxxxxxx (collectively, the “Founders”) and American Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

     Whereas, the Company has entered into an Underwriting Agreement, dated                     , 2007 (the “Underwriting Agreement”), with Lazard Capital Markets LLC and Xxxxxx Xxxxxxx & Co. Incorporated acting as representatives (the “Representatives”) of the several underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the Underwriters have agreed to purchase up to 23,000,000 units (the “Units”) of the Company. Each Unit consists of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one Warrant, each Warrant to purchase one share of Common Stock, all as more fully described in the Company’s final prospectus, dated                     , 2007 (the “Prospectus”) comprising part of the Company’s Registration Statement on Form S-1 (File No.                     ) under the Securities Act of 1933, as amended (the “Registration Statement”), declared effective on                     , 2007 (the “Effective Date”).

     Whereas, the Founders have agreed as a condition of the sale of the Units to deposit certain of their Shares of the Company, as set forth opposite their respective names in Exhibit A attached hereto (collectively “Escrow Securities”), in escrow as hereinafter provided.

     Whereas, the Company and the Founders desire that the Escrow Agent accept the Escrow Securities, in escrow, to be held and disbursed as hereinafter provided.

     It Is Agreed:

	1.		Appointment of Escrow Agent. The Company and the Founders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.
	2.		Deposit of Escrow Securities. On or before the Effective Date, each of the Founders shall deliver to the Escrow Agent certificates representing his or its respective Escrow Securities, to be held and disbursed subject to the terms and conditions of this Agreement. Each of the Founders acknowledges that the certificate representing his or its Escrow Securities is legended to reflect the deposit of such Escrow Securities under this Agreement. Each of the Founder’s Escrow Securities will be held in escrow until the earlier of the time that the Underwriters’ over-allotment option is exercised or expires. An amount equal to 15% of each Founder’s Escrow Securities shall be cancellable as set forth below (the “Cancellable Shares”). In the event that (i) the Underwriters do not exercise any part of their over-allotment option, then each Founder’s Cancellable Shares shall be cancelled upon expiration of the over-allotment option, and the Founder will receive no consideration for such cancellation, or (ii) the Underwriters exercise their over-allotment option in part, a pro rata amount of each Founder’s Cancellable Shares shall be cancelled, and the Founder will receive no consideration for such cancellation.
	3.		Disbursement of the Escrow Securities. The Escrow Agent shall hold the Escrow Securities until the Underwriters have either exercised their over-allotment option or such over-allotment option has expired or been terminated (the “Escrow Period”), on which date it shall, upon written instructions from the Company or Company counsel, disburse those Escrow Securities that the Company instructs to be released to the Founders and deliver the remainder of the Escrow Securities to the Company for cancellation. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Securities in accordance with this Section 3.

4. Rights of Founders in Escrow Securities.

          4.1 Voting Rights as a Stockholder. Subject to the terms of the Insider Letters described in Section 4.4 hereof, and except as herein provided, the Founders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote their Escrow Securities.

          4.2 Dividends and Other Distributions in Respect of the Escrow Securities. During the Escrow Period, all dividends payable in cash with respect to the Escrow Securities shall be paid to the Founders, but all dividends payable in stock or other non-cash property (the “Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Securities” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

          4.3 Restrictions on Transfer. During the Escrow Period, no sale, transfer, or other disposition may be made of any or all of the Escrow Securities except (i) by gift to a member of a Founder’s immediate family or to a trust, the beneficiary of which is a Founder or a member of a Founder’s immediate family, (ii) by virtue of the laws of descent and distribution upon death of any Founder, (iii) pursuant to a qualified domestic relations order, (iv) by transfer, with or without consideration, to the officers and directors of the Company and other persons or entities associated with the Founders; provided, however, that such permissive transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this Agreement.

          4.4 Insider Letters. Each of the Founders has executed a letter agreement with the Representatives and the Company, dated as indicated on Exhibit A hereto, and each of which is filed as an exhibit to the Registration Statement (“Insider Letter”), respecting the rights and obligations of such Founder in certain events, including but not limited to the liquidation of the Company.

5. Concerning the Escrow Agent.

          5.1 Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion, or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination, or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

          5.2 Indemnification. The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit, or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Securities held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Securities or it may deposit the Escrow Securities with the clerk of any appropriate court or it may retain the Escrow Securities pending receipt of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Securities are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.

          5.3 Compensation. The Escrow Agent shall be entitled to receive [___] dollars ($___) per month for all services rendered by it hereunder. The Escrow Agent shall also be entitled to reimbursement from

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the Company for all reasonable expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’, and agents’ fees and disbursements, and all taxes or other governmental charges.

          5.4 Further Assurances. From time to time on and after the date hereof, the Company and the Founders shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

          5.5 Resignation. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company, the Escrow Securities held hereunder. If no new escrow agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Securities with any court it reasonably deems appropriate.

          5.6 Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.

          5.7 Liability. Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence or its own willful misconduct.

6. Miscellaneous.

          6.1 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of Delaware.

          6.2 Third Party Beneficiaries. Each of the Founders hereby acknowledges that the Underwriters are third party beneficiaries of this Agreement and this Agreement may not be modified or changed without the prior written consent of the Representatives.

          6.3 Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to the charged.

          6.4 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.

          6.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors, and assigns.

          6.6 Notices. Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or be mailed, certified, or registered mail, or by private national courier service, return receipt requested, postage prepaid, and shall be deemed given when so delivered personally or, if mailed, two days after the date of mailing, as follows:

If to the Company, to:

Atlas Acquisition Holdings Corp.
c/o Hauslein & Company, Inc.
00000 XX Xxxxx Xxxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000

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Attn: Xxxxx X. Xxxxxxxx

If to a Stockholder, to his or its address set forth in Exhibit A.

and if to the Escrow Agent, to:

American Stock Transfer & Trust Company
00 Xxxxxx Xxxx, Xxxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: [                    ]

A copy of any notice sent hereunder shall be sent to:

Xxxxxxxxx Xxxxxxx, LLP
0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
Attn: Xxxxx X. Xxxxxx, Esq.

and

Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP
000 X. Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attn: Xxxxx X. Xxxx, Esq.

and

Lazard Capital Markets LLC
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: [                    ]

and

Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: [                    ]

     The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice.

          6.7 Liquidation of Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a business combination within the time period(s) specified in the Registration Statement.

          6.8 Counterparts. This Agreement may be executed in several counterparts, each one of which may be delivered by facsimile transmission and each of which shall constitute an original, and together shall constitute but one instrument.

[Signature Page Follows]

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     Witness the execution of this Agreement as of the date first above written.

	ATLAS ACQUISITION HOLDINGS CORP.
	By:
		Name:	Xxxxx X. Xxxxxxxx
		Title:	Chairman of the Board and Chief Executive Officer
	FOUNDERS:
	By:
		Xxxxx X. Xxxxxxxx
	Xxxxx X. Xxxxxxxx Trust
	By:
		Name:
		Title:
	Elephant North America Limited
	By:
		Name:
		Title:
	Promethean PLC
	By:
		Name:
		Title:
	By:
		Xxx Xxxxx Xxxx
	By:
		Xxxxxxx X. Xxxx
	By:
		Xxxxxxx X. Xxxxxxxx
	By:
		Xxxxxx X. Xxxx

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Irrevocable Trust #1 For Descendants of Xxxxx X.
Xxxxx
 

By:  

Name:  

Title:  

By:  

Xxxxxx X. Xxxx 

By:  

Xxx Xxxxxx 

Xxxx 2005 Irrevocable Trust
 

By:  

Name:  

Title:  

By:  

Xxxxx Xxxxxx 

By:  

Xxxxxx X. Xxxxxxx 

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EXHIBIT A

Name and Address of		Number of				Stock Certificate				Date of
Founder		Common Stock				Number				Insider Letter
Xxxxx X. Xxxxxxxx 000 Xxxxx Xxxxx Xxxx Xxxx Xxxxx, Xxxxxxx 00000			2,638,126				1			, 0000
Xxxxx X. Xxxxxxxx 000 Xxxxx Xxxxx Xxxx Xxxx Xxxxx, Xxxxxxx 00000			71,875				2			, 2007
Xxxxx X. Xxxxxxxx Trust c/o Xxxxx X. Xxxxxxxx 000 Xxxxx Xxxxx Xxxx Xxxx Xxxxx, Xxxxxxx 00000			20,000				3			, 0000
Xxxxxxxx Xxxxx Xxxxxxx Limited c/o [ • ] XX Xxx 00 0000 Xxxxxxxxx, Xxxxxxxxxxx			520,781				4			, 0000
Xxxxxxxx Xxxxx Xxxxxxx Limited c/o [ • ] XX Xxx 00 0000 Xxxxxxxxx, Xxxxxxxxxxx			71,875				5			, 2007
Promethean PLC c/o Xxx Xxxxx Xxxx Xxxxxxxxxx House 0-0 Xxxxxx Xxxxxx Xxxxxx X0X 0XX XX			575,000				6			, 2007
Xxx Xxxxx Xxxx Xxxxxxxx Xxxxx Xxxxx Xxxxxxx XX00 0XX			520,781				7			, 2007
Xxxxxxx X. Xxxx c/o Promethean Investments 0xx Xxxxx 0-0 Xxxxxx Xxxxxx Xxxxxx X0X 0XX XX			520,781				8			, 2007
Xxxxxxx X. Xxxxxxxx c/o Promethean Investments Xxxxxxxxxx House 0-0 Xxxxxx Xxxxxx Xxxxxx X0X 0XX XX			520,781				9			, 2007

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Name and Address of		Number of				Stock Certificate				Date of
Founder		Common Stock				Number				Insider Letter
Xxxxxx X. Xxxx 000 Xxxxxxxxx Xxx. Xxxxxxx Xxxxx, Xxxxxxx 00000			143,750				10			, 2007
Irrevocable Trust #1 For      Descendants of Xxxxx X. Xxxxx c/x Xxxxx Capital Management, Inc. 000 Xxxx Xxxxxx, Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000			28,750				11			, 2007
Xxxxxx X. Xxxx 000 Xxxxxxxxx Xxx. Xxx Xxxx, Xxx Xxxx 00000			28,750				12			, 2007
Xxx Xxxxxx 04-06, 000 Xxxxx Xxxx Xx. Xxxxxxxxx 000000			28,750				13			, 2007
Xxxx 2005 Irrevocable Trust x/x Xxxxxx Xxxxxxx Xxxx 0, Xxx 0 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000			20,000				14			, 2007
Xxxxx Xxxxxx Xxxxxxx Xxxxxx 00 Xxxxx Xxx. Xxx Xxxxx 000000 Xxxxx			20,000				15			, 2007
Xxxxxx X. Xxxxxxx 000 Xxxx Xxx. Xxxxxxxxx, Xxxxxxxxxxx 00000			20,000				16			, 2007

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