exv4w1



 





Exhibit 4.1




[Founders’ Unit Legend



THE SECURITIES REPRESENTED BY THIS UNIT CERTIFICATE (INCLUDING THE UNDERLYING COMMON STOCK,
WARRANT, AND THE SECURITIES ISSUABLE UPON EXERCISE OF THE UNDERLYING 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, OR AN
EXEMPTION FROM REGISTRATION THEREFROM.



THE SECURITIES REPRESENTED BY THIS UNIT CERTIFICATE (INCLUDING THE UNDERLYING COMMON STOCK,
WARRANT, AND THE SECURITIES ISSUABLE UPON EXERCISE OF THE UNDERLYING WARRANT ) ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS SET FORTH IN (I) THE LETTER AGREEMENT
DATED AS OF                     , 2007, AS MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG THE HOLDER, THE
COMPANY, LAZARD CAPITAL MARKETS LLC, AND MORGAN STANLEY & CO. INCORPORATED, AND (II) THE WARRANT
AGREEMENT DATED AS OF                     , 2007, AS MAY BE AMENDED FROM TIME TO TIME, BY AND BETWEEN THE
COMPANY AND THE WARRANT AGENT. COPIES OF SUCH AGREEMENTS MAY BE OBTAINED BY THE HOLDER HEREOF AT
THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.]




SPECIMEN UNIT CERTIFICATE




      



			
	NUMBER
	 	                     UNITS
	 	 	 
	U-                    
	 	CUSIP                     






SEE REVERSE FOR CERTAIN

           DEFINITIONS




ATLAS ACQUISITION HOLDINGS CORP.




UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND

ONE WARRANT TO PURCHASE ONE

SHARE OF COMMON STOCK




	 	 	 
	THIS CERTIFIES THAT

	 	
  







	 	 	 	 	 
	is the owner of

	 	 	 	Units.
	 

	 	 	 	 




Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.001 per share (“Common
Stock”), of Atlas Acquisition Holdings Corp., a Delaware corporation (the “Company”), and one
warrant (the “Warrant”). Each Warrant entitles the holder to purchase one (1) share of Common
Stock for $7.50 per share (subject to adjustment). Each Warrant will become exercisable on the
later of (i) the Company’s completion of a business combination with a target business or (ii)
                    , 2008 and will expire unless exercised before 5:00 p.m., New York City Time, on                     ,
2011, or earlier upon redemption (the “Expiration Date”). The Common Stock and Warrants comprising
the Units represented by this certificate will be permitted to trade separately ninety business
days (or such earlier number of days as the underwriters may permit) after the consummation of the
initial public offering of the Company (or as soon as practicable thereafter), subject to the
Company having filed a Current Report on Form 8-K with the SEC containing an audited balance sheet
reflecting the receipt by the Company of the gross proceeds of its initial public offering and
having issued a press release announcing when such separate trading will begin. The terms of the
Warrants are governed by a Warrant Agreement, dated as of                     , 2007 as may be amended from
time to time, between the Company and American Stock Transfer & Trust Company, as Warrant
Agent, and are subject to the terms and provisions contained therein, all of which terms and
provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant
Agreement are on file at the office of the Warrant Agent at 59 Maiden Lane, Plaza Level, New York,
New York 10038, and are available to any Warrant




 









 







holder on written request and without cost. This
certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.



Witness the facsimile seal of the Company and the facsimile signature of its duly authorized officers.




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	James N. Hauslein, Chief Executive Officer
	 	 	 	Gaurav V. Burman, Secretary
	 
	 	 	 	 	 	 
	Countersigned and Registered:	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	American Stock Transfer & Trust Company
	 	 	 	Registrar






CORPORATE SEAL

2007

DELAWARE

ATLAS ACQUISITION HOLDINGS CORP.




2









 





     The Company will furnish without charge to each stockholder who so requests, a statement of
the powers, designations, preferences, and relative, participating, optional, or other special
rights of each class of stock or series thereof of the Company and the qualifications, limitations,
or restrictions of such preferences and/or rights. This certificate and the Units represented
hereby are issued and shall be held subject to the terms and conditions applicable to the
securities underlying and comprising the Units.



     The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:


TEN COM — as tenants in common

TEN ENT — as tenants by the entireties

JT TEN — as joint tenants with right of survivorship and not as tenants in common




	 	 	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT —

	 	 	 	                    
	 	Custodian                     	 	 
	 

	 	 	 	(Cust)
	 	              (Minor)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	under Uniform Gifts to Minors	 	 
	 

	 	Act	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	(State)
	 	 





Additional abbreviations may also be used though not in the above list.




     For value received,                                                              hereby sell, assign,
and transfer unto



	 	 	 
	PLEASE INSERT SOCIAL SECURITY
	 	 
	OR OTHER

	 	 
	IDENTIFYING NUMBER OF ASSIGNEE
	 	 
	 
	 	 
	 


	 	 
	 


	 	 





 



(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)




      


 



 




	 	 	 
	 


	 	Units





represented by the within Certificate, and do hereby irrevocably constitute and appoint




	 	 	 
	 


	 	Attorney





to transfer the said Units on the books of the within named Company will full power of substitute
in the premises.




	 	 	 	 	 	 	 	 	 
	Dated
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(SIGNATURE)
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	NOTICE
	 	The signature to this assignment must correspond
with the name as written upon the face of the
certificate in every particular, without
alteration or enlargement or any change
whatsoever.






Signature(s) Guaranteed:



 



THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS, AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).





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