FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 27th, 2007 • Atlas Acquisition Holdings Corp. • Blank checks • New York
Pursuant to Section 2(b) of the Investment Management Trust Agreement between Atlas Acquisition Holdings Corp. (the “Company”) and American Stock Transfer & Trust Company (the “Trustee”), dated as of [ , 2008] (the “Trust Agreement”), we are requesting for our working capital purposes that you deliver to us $ representing income earned on the Property from to . In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer said amount, less any fees due the Trustee pursuant to Section 3(c) of the Trust Agreement, immediately upon your receipt of this letter to the Company’s operating account at:
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • December 27th, 2007 • Atlas Acquisition Holdings Corp. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [___] day of [ ] 2008, by and among Atlas Acquisition Holdings Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • December 27th, 2007 • Atlas Acquisition Holdings Corp. • Blank checks
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 $7.50 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”).
FORM OF STOCK ESCROW AGREEMENTForm of Stock Escrow Agreement • December 27th, 2007 • Atlas Acquisition Holdings Corp. • Blank checks • New York
This Stock Escrow Agreement is made as of , 2008 (the “Agreement”), by and among Atlas Acquisition Holdings Corp., a Delaware corporation (the “Company”), James N. Hauslein, the Diane G. Hauslein Trust, Elephant North America Limited, Promethean PLC, Harbour Ltd., George L. Pita, Irrevocable Trust #1 For Descendants of Rohit M. Desai, Robert A. Knox, Raj Mishra, the Berg 2005 Irrevocable Trust, Mohit Burman, and Robert C. Grayson (collectively, the “Founders”) and American Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
