20,000,000 Units Atlas Acquisition Holdings Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2008 • Atlas Acquisition Holdings Corp. • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • January 31st, 2008 • Atlas Acquisition Holdings Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of January 24, 2008, by and between Atlas Acquisition Holdings Corp., a Delaware corporation, with offices at c/o Hauslein & Company, Inc., 11450 SE Dixie Highway, Suite 105, Hobe Sound, Florida 33455 (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, Plaza Level, New York, New York 10038 (the “Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 31st, 2008 • Atlas Acquisition Holdings Corp. • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of January 23, 2008, by and between Atlas Acquisition Holdings Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 31st, 2008 • 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 January 24, 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2008 • Atlas Acquisition Holdings Corp. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 30th day of January 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”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 31st, 2008 • Atlas Acquisition Holdings Corp. • Blank checks • New York
This Stock Escrow Agreement is made as of January 24, 2008 (the “Agreement”), by and among Atlas Acquisition Holdings Corp., a Delaware corporation (the “Company”), James N. Hauslein, Diane G. Hauslein Trust, Elephant North America Limited, Promethean PLC, Harbour Ltd., Sir Peter Burt, Michael W. Burt, Michael T. Biddulph, George L. Pita, Irrevocable Trust #1 For Descendants of Rohit M. Desai, Robert A. Knox, Raj Mishra, 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”).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • January 31st, 2008 • 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 $7.00 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”).
FORM OF WARRANT AGREEMENTWarrant Agreement • December 3rd, 2007 • Atlas Acquisition Holdings Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [___], 2007, by and between Atlas Acquisition Holdings Corp., a Delaware corporation, with offices at c/o Hauslein & Company, Inc., 11450 SE Dixie Highway, Suite 105, Hobe Sound, Florida 33455 (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, Plaza Level, New York, New York 10038 (the “Warrant Agent”).
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”).
LETTER AGREEMENTLetter Agreement • January 31st, 2008 • Atlas Acquisition Holdings Corp. • Blank checks • New York
Atlas Acquisition Holdings Corp. c/o Hauslein & Company, Inc. 11450 SE Dixie Highway, Suite 105 Hobe Sound, Florida 33455 Attn: James N. Hauslein
FORM OF LETTER AGREEMENT]Letter Agreement • November 5th, 2007 • Atlas Acquisition Holdings Corp. • Blank checks • New York
Atlas Acquisition Holdings Corp. c/o Hauslein & Company, Inc. 11450 SE Dixie Highway, Suite 105 Hobe Sound, Florida 33455 Attn: James N. Hauslein
FORM OF STOCK ESCROW AGREEMENTStock Escrow Agreement • November 5th, 2007 • Atlas Acquisition Holdings Corp. • Blank checks • Delaware
This Stock Escrow Agreement is made as of , 2007 (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, Sir Peter Burt, Michael W. Burt, Michael T. Biddulph, 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”).
SPECIMEN WARRANT CERTIFICATEWarrant Agreement • November 5th, 2007 • Atlas Acquisition Holdings Corp. • Blank checks
THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring on the fourth anniversary of the Initial Public Offering consummation date (unless earlier redeemed in accordance with the terms hereof) (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $0.001 per share (“Shares”), of Atlas Acquisition Holdings Corp., a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a business combination with a target business or (ii) , 2008 [one year from the date of the prospectus], such number of Shares of the Company at the price of $7.50 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company (such payment to be made by check made pa
FORM OF WARRANT AGREEMENTWarrant Agreement • November 5th, 2007 • Atlas Acquisition Holdings Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [___], 2007, by and between Atlas Acquisition Holdings Corp., a Delaware corporation, with offices at c/o Hauslein & Company, Inc., 11450 SE Dixie Highway, Suite 105, Hobe Sound, Florida 33455 (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, Plaza Level, New York, New York 10038 (the “Warrant Agent”).
LETTER AGREEMENT FOR ADMINISTRATIVE SERVICES ATLAS ACQUISITION HOLDINGS CORP.Administrative Services Agreement • January 31st, 2008 • Atlas Acquisition Holdings Corp. • Blank checks
This letter will confirm our agreement, that commencing on the consummation date (the “Closing Date”) of the initial public offering (“IPO”) of the securities of Atlas Acquisition Holdings Corp. (the “Company”) and continuing until the earlier of the consummation by the Company of a “Business Combination” or the liquidation of the Company (each, as described in the Company’s IPO prospectus, and such earlier date, the “Termination Date”), Hauslein & Company, Inc. shall make available to the Company for certain administrative, technology, and secretarial services, as well as the use of certain limited office space, in the Hobe Sound, Florida area, as may be required by the Company from time to time, situated at 11450 SE Dixie Highway, Suite 105, Hobe Sound, Florida 33455 (or any successor location) and any other locations. In exchange therefor, the Company shall pay to Hauslein & Company, Inc. the sum of $10,000 per month (the “Fee”) on the Closing Date and continuing monthly thereafter
FORM OF LETTER AGREEMENT FOR ADMINISTRATIVE SERVICES ATLAS ACQUISITION HOLDINGS CORP.Letter Agreement for Administrative Services • November 5th, 2007 • Atlas Acquisition Holdings Corp. • Blank checks
This letter will confirm our agreement, that commencing on the consummation date (the “Closing Date”) of the initial public offering (“IPO”) of the securities of Atlas Acquisition Holdings Corp. (the “Company”) and continuing until the earlier of the consummation by the Company of a “Business Combination” or the liquidation of the Company (each, as described in the Company’s IPO prospectus, and such earlier date, the “Termination Date”), Hauslein & Company, Inc. shall make available to the Company for certain administrative, technology, and secretarial services, as well as the use of certain limited office space, in the Hobe Sound, Florida area, as may be required by the Company from time to time, situated at 11450 SE Dixie Highway, Suite 105, Hobe Sound, Florida 33455 (or any successor location) and any other locations. In exchange therefor, the Company shall pay to Hauslein & Company, Inc. the sum of $10,000 per month (the “Fee”) on the Closing Date and continuing monthly thereafter
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 5th, 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”). 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.
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 14th, 2009 • Atlas Acquisition Holdings Corp. • Services-help supply services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 10, 2009 (this “Agreement”) by and among Atlas Acquisition Holdings Corp., a Delaware corporation (“Parent”), Koosharem Corporation, a California corporation (the “Company”), and New Koosharem Corporation, a California corporation (“NewCo”).
